TWSE Code: 1227

Standard Foods Corporation

Handbook for 2022 Annual Shareholders’ Meeting

Jun. 16, 2022

Chapter	1.	Meeting Procedures ..................................................................	Meeting Procedures ..................................................................	1
Chapter	2.	Meeting Agenda .......................................................................		2
		I.	Reports ...............................................................................	3
		II.	Ratifications .......................................................................	4
		III.	Discussions ........................................................................	6
		IV.	Election Item .....................................................................	7
		V.	Other Proposals .................................................................	8
		VI.	Extempore Motions ...........................................................	9
		VII.	Adjournment ......................................................................	9
Chapter	3.	Attachments
		I.	2021 Business Report ........................................................	10
		II.	2021 Audit Committee’s Review Report ..........................	17
		III.	Auditor’s Report and 2021 Individual Financial
			Statements ..........................................................................	18
		IV.	Auditor’s Report and 2021 Consolidated Financial
			Statements ..........................................................................	29
		V.	Comparison Table for Amendments to the “Articles of
			Incorporation”....................................................................	39
		VI.	Comparison Table for Amendments to the “Regulations
			Governing the Acquisition and Disposal of Assets” .........	40
		VII.	Comparison Table for Amendments to the “Rules of
			Procedures for Shareholders’ Meeting” ............................	47
		VIII. Candidates of Directors and Independent Directors .......		51
Chapter	4.	Appendixes
		I.	Articles of Incorporation (Before Amendment) ................	54
		II.	Regulations Governing the Acquisition and Disposal of
			Assets (Before Amendment) .............................................	60
		III.	Rules of Procedures for the Shareholders’ Meeting (Before
			Amendment) ......................................................................	72
		IV.	Rules of Procedures for the Election of Directors ............	74
		V.	Directors’ Shareholding Status on Book Closure Date of
			this Shareholders’ Meeting ................................................	76

Chapter 1. Meeting Procedures

Standard Foods Corporation

Procedure of 2022 Annual Shareholders’ Meeting

I. Call Meeting to Order
II. Chairman's Remarks
III. Reports
IV. Ratifications
V. Discussions
VI. Election Item
VII. Other Proposals

VIII. Extempore Motions

IX. Adjournment
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Chapter 2. Meeting Agenda

Standard Foods Corporation Agenda of 2022 Annual Shareholders’ Meeting

Meeting method: Physical venue

Time: 9:00 a.m., Thursday, Jun. 16, 2022

Place: No.369, Section 1, Heping West Road, Dayuan District, Taoyuan City (In our staff social hall of Dayuan Factory)
I. Call Meeting to Order
II. Chairman's Remarks
III. Reports
(I) 2021 Business Report
(II) 2021 Audit Committee’s Review Report
(III)Distribution Report of Compensation of Employees and Directors for 2021
IV. Ratifications
(I) Adoption of the 2021 Business Report and Financial Statements
(II) Ratification of the 2021 Profit Distribution Plan
V. Discussions
(I) Amendments to the “Articles of Incorporation” of the Company
(II) Amendments to the “Regulations Governing the Acquisition and Disposal of Assets” of the Company
(III)Amendments to the “Rules of Procedures for Shareholders’ Meeting” of the Company

Ratification and discussion and voting of various motions

VI. Election Item
(I) Election of the 14th batch of board of directors (including independent directors).
VII. Other Proposals
(I) Adoption of the Proposal for Releasing Directors from Non-competition

Voting for new election and other motions

VIII. Extempore Motions
IX. Adjournment
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I. Reports

(I) 2021 Business Report, please refer to Attachment 1.

(II) 2021 Audit Committee’s Review Report, please refer to Attachment 2.
(III) Distribution Report of Compensation of the Employees and Directors for 2021:

2021:
			Unit: NT$
Item	Distribution object	Amount to be distributed by resolution of the Board of Directors	Payment method
Compensation of employees	Employees of the Company	38,902,559	Cash
Remuneration of directors	Directors of the Company	16,715,943	Cash
Total		55,618,502

II. Ratifications

Proposal Ⅰ: (Proposed by the Board of Directors)

Subject: Adoption of the 2021 Business Report and Financial Statements. Description:

I. The Company’s 2021 financial statements have been approved by the resolution of the Board of Directors, and audited as well as certified by the CPA of Tza-Li Gung and Han-Ni Fang from Deloitte & Touche. The 2021 financial statements together with the Business Report have been reviewed by the Company’s Audit Committee, for which the Review Report has been issued for filing.
II. Please refer to Attachment 1 for the Business Report (Page 10 to Page 16); Please refer to Attachment 3 for the Auditor’s Report and the 2021 Individual Financial Statements (Page 18 to Page 28); the Attachment 4 for the Auditor’s Report and the 2021 Consolidated Financial Statements (Page 29 to Page 38).
III. The proposal is hereby submitted for ratification.

Resolution:

Proposal Ⅱ: (Proposed by the Board of Directors)

Subject: Ratification of 2021 Profit Distribution Plan.

Description:

I. The Company’s profit distribution plan for 2021 is as follows:

Standard Foods Corporation 2021 Profit Distribution Statement	Standard Foods Corporation 2021 Profit Distribution Statement	Unit: NT$
Beginning balance of retained earnings		2,311,465,424
Net Income after tax	2,456,628,312
Remeasurement of defined benefit plan recognized in retained earnings	1,708,293
Net income after tax of the period and items other than net profits of the period included in the undistributed earnings of the year		2,458,336,605
Less: Legal reserve		(245,833,661)
Special reserve		0
Distributable earnings of the period (Note)		4,523,968,368
Distribution
Cash dividends (NT$ 1.9 per share)		(1,738,670,223)
Undistributed earnings after distribution		2,785,298,145

(Note) The year of this distribution of earnings is 2021.

II. After the foregoing distribution of cash dividends is passed by the shareholders’ meeting, the Board of Directors is authorized to otherwise determine the distribution record date and distribution date.
III. The distribution of the cash dividends shall be rounded off to the nearest New Taiwan Dollar, with the decimal places removed. The total rounded off amounts, are accounted as other income of the Company.
IV. In the event that the number of the outstanding shares is affected due to changes to the laws, or change approved by the competent authority, the Company’s buy-back of the treasury stock, the Company’s other fund raising with issuance of new shares, transfer of treasury stock to the employee, or cancellation or other similar events, the Board of Directors is authorized to adjust the distribution percentage based on the aggregate number of the common shares to be distributed approved by resolution, and the number of the Company’s actual outstanding shares on the distribution record date.
V. The proposal is hereby submitted for ratification.

Resolution:

III. Discussions

Proposal Ⅰ: (Proposed by the Board of Directors)

Subject: Amendments to the “Articles of Incorporation” of the Company Description:

I. Proposed to amend the provisions of the Company's Articles of Incorporation in accordance with Article 162-1, Article 172-2 and Article 356-8 of the Company Act.
II. Please refer to Attachment 5 for the comparison table of original and amendment to the Articles of Incorporation.
III. The proposal is hereby submitted for resolution.

Resolution:

Proposal ⅠI: (Proposed by the Board of Directors)

Subject: Amendments to the “Regulations Governing the Acquisition and Disposal of Assets” of the Company

Description:

I. Proposed to amend the Company's Procedures for Acquisition or Disposal of Assets in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
II. Please refer to Attachment 6 for the comparison table of original and amendment to the Regulations Governing the Acquisition and Disposal of Assets.

III. The proposal is hereby submitted for resolution.

Resolution:

Proposal ⅠII: (Proposed by the Board of Directors)

Subject: Amendments to the “Rules of Procedure for Shareholders’ Meeting” of the Company

Description:

I. Proposed to amend the Company's Rules of Procedure for Shareholders Meetings in accordance with the Sample Template of XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.
II. Please refer to Attachment 7 for the comparison table of original and amendment to the Rules of Procedure for Shareholders’ Meeting.
III. The proposal is hereby submitted for resolution.

Resolution:

IV. Election Item

Proposal Ⅰ: (Proposed by the Board of Directors)

Subject: Election of the 14th batch of board of directors (including independent directors).

Description:

I. The 13th batch of directors (including independent directors) was elected on June 13, 2019, and the three-year term is about to expire. In accordance with the provisions of Articles 21 and 22 of the Company's articles of association, a re-election should be held at the shareholder meeting.
II. The election of the Company's directors (including independent directors) adopts the candidate nomination approach. There should be 8 directors (including 4 independent directors), with a term of three years. The term will be from June 16, 2022 to June 15, 2025.
III. Please refer to Attachment 8 for the Candidates of Directors and Independent Directors.
IV. Please kindly conduct election.

Resolution:

V. Other Proposals

Proposal Ⅰ: (Proposed by the Board of Directors)

Subject: Adoption of the Proposal for Releasing Directors from Non-competition, Please kindly conduct voting.

Description:

I. Directors and their representatives elected at the Company's annual general meeting may concurrently serve as directors or managers of other companies whose areas of business are similar to that of the Company, and may also be appointed as directors, supervisors or managers of affiliates. It may not be necessary to have a non-compete restriction for the Company's operation. It is proposed to lift the restrictions on the noncompete of newly elected directors at the 2022 annual general meeting in accordance with the provisions of Article 209 of the Company Act.
II. The directors and their representatives who hold concurrent positions in other companies which are in the same areas of business as the Company:

the Company	the Company	Current Position in Other Companies
Directors	Mu Te Investment Co., Ltd. Representative: Jason Hsuan	Chairman of Shanghai Standard Foods Co. Chairman of Standard Investment (China) Ltd. Chairman of Standard Foods (China) Ltd. Chairman of Standard Foods (Xiamen) Co., Ltd. Chairman of Le Bonta Wellness Co., Ltd.
Directors	Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao	Chairman of the Company Chairman of Standard Dairy Products Taiwan Ltd. Chairman of Standard Beverage Company Ltd. Chairman of Charng Hui Corporation Ltd. Director of Standard Corp (HK) Ltd. Director of Standard Investment (China) Ltd.
Directors	Charng Hui Ltd. Representative: Arthur Tsao	CEO & General Manager of the Company Director & General Manager of Standard Investment (China) Co., Ltd. Director & General Manager of Shanghai Standard Foods Co. Director & General Manager of Standard Foods (China) Co., Ltd. Director & General Manager of Standard Foods (Xiamen) Co., Ltd. Vice-Chairman of Shanghai Le Bonta Wellness Co., Ltd. Chairman of Shanghai Le Ben De Health Technology Co., Ltd. Chairman of Shanghai Dermalab Corporation

Chairman of Shanghai Le Ho Industrial Co., Ltd. Chairman of Shanghai Le Min Industrial Co., Ltd.

III. Please kindly conduct voting. Resolution:

VI. Extempore Motions VII.Adjournment

Chapter 3. Attachments

Attachment I 2021 Business Report 2021 Business Report of the Company

Dear Shareholders, ladies and gentlemen,

Amid changes in consumer behaviors and retail channels in 2021, our “one team” bring more nutritious, healthy and convenient foods to consumers, paying back for people's long-term support of the Company's products. However, the continuous impact of the novel coronavirus pandemic has made the prices of bulk raw materials and transportation soar, further affecting Standard Foods' edible oil business and the overall profit performance.

Under the firm belief of "Eating balanced is the key to staying healthy", Standard Foods adheres to food safety and integrates virtual and physical channels to provide quality products to meet the diverse needs of people, young to old, throughout the day. The Company continues to pursue sustainable development and value corporate governance, social responsibility and environmental protection to maintain consumers' and employees' satisfaction and trust and become the most trustworthy food company.

Looking forward to 2022, the world is in an era of inflation and supply chain challenges brought about by geopolitics. We still take "Every family’s nutrition and health partner" as our mission, and are committed to new product development and product upgrade with Dedication, Innovation and Love, bringing consumers high-quality products that are safe, convenient, and nutritionally balanced. Here at Standared Foods, we aspire to help everyone enjoy " a lifetime of well-being!", and make the Company sustainable.

The shareholders' trust and support for our operating team are highly appreciated. We hereby outline 2021 consolidated operating results and 2022 business plan as follows ：

I. Consolidated operating results of 2021

Overview of consolidated operating revenue and profits

Unit: NT$1,000

Item	2021	%	2020	%	+/- %
Operatingrevenue	34,307,044	100	34,466,244	100	-0.5
Operatingcosts	26,075,184	76	24,856,790	72	4.9
Grossprofit	8,231,860	24	9,609,454	28	-14.3
Operatingincome	2,981,585	9	4,044,179	12	-26.3
Profit before income tax	3,153,014	9	4,288,711	13	-26.5
Netprofit for theyear	2,501,106	7	3,255,830	10	-23.2
Total comprehensive income	2,766,144	8	3,496,181	10	-20.9

Standard Food's 2021 consolidated operating revenue is NT$34.307 billion, which is comparable to the performance of the previous year. However, due to the impact of rising raw material costs at home and abroad, the total comprehensive income in 2021 is NT$2.766 billion, which is a year-over-year decline of 20.9%, or a decrease of NT$730 million. The total comprehensive income attributable to owners of the parent company is NT$2.623 billion, a year-over-year decline of 23.1%, or a decrease of NT$789 million.

Research and development Committed to the pursuit of good nutrition and health and providing consumers with
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delicious and convenient quality products, Standard Foods invested NT$177 million in research and development in 2021. Our team has a strong foundation of science. We adhere to the philosophy of innovation and value environment protection in the development of consumer-oriented new products and clinical experiments, and upgrade and improve the existing product formula and packaging to provide every family with more effective and convenient products and do our part to protect the environment.

II. Summary of 2022 Business Plan and Future Development Strategies

Business directions
(1) The public's health awareness has increased, and the demand for nutritional health supplements and dietary care products has been increasing. We will continue to conduct consumer survey and study to grasp the market trends, and use cuttingedge specialized technology and innovation to develop nutritional food and health products that are more convenient, diverse and rejuvenating to meet the different needs of every family and enhance product value and competitiveness.
(2) Reinforce flexibility and transparency of the supply chain, adopt rigorous quality control and improve operational flexibility. The principle of "no preservatives" is adhered strictly to ensure minimal burden on health. We ensure that our best quality, finest taste and safest products are delivered to consumer, and every bite is safe.
(3) Systematic talent development plan strengthens professional skills and succession of culture. The cultivation of interdisciplinary skills and diverse talents and the revitalizing of internal units can improve agility and flexibility of organizational operations.
Expected sales volume and important production and sales policies The combined sales volume in 2022 is expected to be 387,588 tons, and based on this estimation, the focuses of future production and sales policies are as follows ：
(1) Production
- ⚫ In response to the Group's future development strategies and goals, various capital expenditures and operational process improvements are made to enhance production efficiency and provide food products that meet the needs of every family member.
- ⚫ Carefully select diverse suppliers. The collaboration and flexible management of upstream suppliers and downstream distributors adhere to the highest standards of food safety, implement traceability and quality policy and strengthen the synergy of supply chains.
- ⚫ Fulfill responsibility of reassuring quality and rigorously monitor all production processes. Meet various quality standards and fulfill environmental sustainability, and provide consumers with safe and reassuring products.
(2) Sales
- ⚫ Listen to consumers and gain insight into market consumption trends. Under the philosophy of " everyone has the right to nutritious and healthy product", we incorporate natural nutrients into each product, and continue to expand lines of health foods for specific health needs and foods with complete and balanced nutrition to meet the diverse needs of various consumer groups, becoming " every family's nutrition and health partner" for many people.
- ⚫ Through digital transformation and data analysis management, we accurately grasp the market and consumer trends, and improve product visibility, penetration and market share with innovative and flexible marketing strategies and close collaboration with channels.
- ⚫ Through the official communication software accounts and Standard Foods
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Health GO sales website and e-commerce platform, consumers find it easier to obtain product-related information and experience a faster and more convenient way of shopping.

III. Impact of External Competition, the Legal Environment and Overall Business Environment

1. External competitive environment

Amid the ever-changing business environment, competition between global brands and emerging brands, channel consolidation and changes in consumption patterns, Standard Foods will maintain its competitive advantages and flexibility and continue to gain insight into consumers' health care needs and grasp distribution channel characteristics. We will apply the highest specifications and standards in our production of products and stringent quality control, and use professional and innovative research and development technology to provide consumers with balanced nutrition products and ensure "Every bite is Safe".

Regulatory environment

Standard Foods' mission is to become "Every family’s nutiriono and health partner", and food safety is our commitment to consumers. We comply with the government's food safety regulations and requirements and continue to improve our food safety monitoring program. We also understand the importance of green energy and environmental protection. In our daily operations, we apply energy conversation and management, reuse of water resources, pollution prevention and improvement of product packaging to gradually reduce the impact of production on the environment. 3. Overall business environment

The changes in the political and economic environments and the climate have posed a great challenge to the global supply system and caused a considerable impact on the supply and cost of bulk and raw materials. Looking forward to the future, Standard Foods will improve its operational efficiency and strategies through digital transformation to achieve sustainable operations and consistent growth, and use the flexible management of the supply chain and insight into consumers' needs to launch a variety of high-quality products that meet the balanced nutritional needs of every family. While shouldering social responsibilities and reinforcing corporate governance, we will connect with the world by joining in the efforts of making the brands internationalization. We will adhere to our core value, and protect everyone's health to create a better future together.

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IV. Overview of Business Operations

(I) Business Scope:
Mainly engaged in manufacturing and sales of nutritious foods, edible oil, dairy products and beverages.
Main products and business percentage

Product Category Nutritious Foods Cooking products Food Others Total	2021
	Percentage
	32% 52% 16%
	100%

(II) Industry Overview:
Current State and Development of the Industry

The Director-General of Budget, Accounting and Statistics of the Executive Yuan announced that the economic growth of 2021 is 6.45%, a new high over the last 11 years, showing a significant increase in export capacity. However, the consumption in the private sector is still affected by the pandemic. The public maintains self-control and remains alert in limiting spending, so the growth is not as expected.

Since the outbreak of the pandemic, consumer behaviors have become more conservative. The people have responded to the pandemic control measures, greatly increasing home activities and the demand for related products, making the stay-at-home economy prominent. The increase in the frequency of dining at home creates business opportunities for cooking at home and accelerates the development of digital technology.

In a future environment coexisting with the pandemic, products related to pandemic control and health will continue to be popular. The home cooking opportunities brought by the stay-at-home economy will drive the growth of ready-to-eat and instant foods. The online and offline sales channels will provide ~~s~~ consumers with faster and more diverse and convenient consumption choices.

At the same time, the global supply chain is facing the challenges of shortage of raw materials, rising prices and high transportation costs, exacerbating the market's concerns about the economic impact of inflation.

Correlation with up-, mid-, and downstream sections of the industry
(1) Upstream: agriculture, animal husbandry, food packaging materials industry, bio-technology raw materials, etc.
(2) Midstream: R&D, food manufacturing, drink manufacturing, inspection, etc.
(3) Downstream: transportation, storage, sales channels and platforms, etc.
Trends in the development of various products
(1) Moving towards a new way of pandemic control, consumers pay more attention to the care of the body and the improvement of immunity, making health-related industries continue to flourish. Functional products with the health care appeal try to earn consumers' recognition and purchases.
(2) The changes in family structure and the pandemic have resulted in new shopping patterns. Products with exquisite and compact design and offering convenience, such as ready-to-eat foods or portable health foods, will attract more small families and younger consumers.
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- (3) The growing health and eco-friendly awareness has made products with appeals such as purity, nature, little additives and eco-friendly packaging become the mainstream of consumption. We rigorously control product safety and quality, and prioritize environmental protection during the production to fulfill our responsibilities for a sustainable environment.
Competitive situation
- (1) Many food and technology companies have continued to commit resources to occupy the market of health and nutrition products. In the face of fierce competition, we try to gain insight into consumer needs, and innovate to develop effective, fast, convenient, high-quality and safe nutrition food and health products, hoping to maintain our market competitiveness.
- (2) New types of consumption habits drive the improvement and transformation of digital technology, and we use big data analysis and flexible and effective marketing strategies to expand to new consumer segments and market niches.
- (3) It may be difficult to ease down tension in the global supply chain in a short period of time, and rising costs and supply shortage of raw materials are important issues in the industry. We adopt risk management and flexible operations to reduce the impact of the overall environment.
(III) Technology and R&D Overview
R&D expenses incurred in the previous year and as of the date of publication of the annual report

e annual report
		Unit: NT$ thousand
	2021	As of April 30, 2022
Amount	177,876	52,437

Technologies and products that have been successfully developed with R&D expenses incurred in the most recent year and as of the date of publication of the annual report:
(1) Upgrading of products

Standard Foods understands consumers' needs for nutrition and health, and convenience, deliciousness, and immediate effectiveness are the goals we have continuously worked on. We are persistent on providing the best quality, best flavors and safest products to ensure consumers’ every bite is safe.

We continue to innovate, pursue quality and improve flavors, and are committed to making food, cereal and adult powder milk that are natural, low in additives and have enhanced nutrients available in instant oat packets and improved flavors. As for the complete meal series, we offer new formula products with low residue, low nitrogen, double protein and vegetable protein, so that consumers with special needs can have more and better choices.

(2) Launch of new products

Standard Foods puts the needs of consumers as its top priority. The Company is founded based on science, and adheres to the philosophy o innovation, and applies cutting-edge technology to the development and research of new products.

We make nutritious foods and health products that meet the different needs of the whole family, and also develop new products that cater to modern family structures and the younger generations, such as "TDHB " series collagen beauty drink for natural beauty, the nutritious, delicious and lowcalorie "Great Day" series soup porridge, Comprehensive Meal series products with more flavor choices, and prepared oatmeal cereal series with

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more nutritious cereal combinations.

(3) Process improvement

Standard Foods is persistent in its pursuit of high standards and high quality. The Company continues to improve innovative technologies, research key raw materials, and strengthen packaging materials design.

We actively promote energy-conserving and efficient management, make good use of recycled resources and prevent pollution, and reduce the impact of production on the environment. At the same time, we are committed to digital transformation, using systematic management to promote process optimization and ensure quality and safety.

In 2021, we initiated projects to replace old energy-consuming equipment with new ones and optimize the manufacturing process equipment, and invested in high-standard inspection equipment. It is hoped that the replacement and upgrade of old and energy-consuming equipment can improve the quality and efficiency of manufacturing processes and reduce the waste of resources.

(4) Quality improvement

Reassuring quality is Standard Foods' commitment to consumers. From raw materials, manufacturing processes, finished products to services, we highly value the effectiveness and safety of products. Under the professional supervision of third-party certification units, various products have obtained a number of relevant safety certification marks, and have also won praise and awards in several competitions. We have earned trust and affirmation from our customers with our high-standard, high-quality and safest products.

R&D plans in the most recent year:

The professional R&D team implements individual projects among various R&D plans, of which, the main contents are as follows:

  - (1) Research and development of functional products.

  - (2) Study of flavor enhancement and flavor extension and development.

  - (3) Research and development of new types of packaging.

  - (4) Upgrading and replacement of machinery and equipment.

  - (5) Upgrading of nutrition of existing products.

  - (6) Discussion and research of innovative technology.

  - (7) Establishment and application of analysis method.

  - (8) The effects of various manufacturing process conditions on quality.

  - (9) The study of the preparation of new prebiotics and test of their characteristics.

(IV) Long-term and Short-term Business Development Plans
Long-term Business Development Plans
- (1) Continue brand building and gain insight into the consumption needs of people in all ages. Maintain the customer base of senior citizens, and attract the younger generations of consumers to become " every family's nutrition and health partner. ".
- (2) Refine R&D and production capabilities and improve product differentiation capabilities.
- (3) Adhere to the philosophy of sustainable enterprise development, continue to cultivate talents, and value environmental protection, social responsibility and corporate governance. Continue to cultivate the market Taiwan and carry out overseas market expansion plans.
Short-term Business Development Plans
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(1) Continue developing new products, upgrading products and improving quality in order to respond to market changes and meet consumers' diverse needs for nutritional and health products.
(2) Implement digital transformation to enhance technological operations, so as to effectively strengthen the operations strategy and overall performance.
(3) Strengthen the flexible management of the supply chain and improve the operational efficiency and control capabilities to reduce the impact caused by emergencies in the overall environment.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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Attachment II 2021 Audit Committee’s Review Report

Standard Foods Corporation Audit Committee’s Review Report

The Board of Directors has prepared and submitted the Company’s 2021 Business Report, the consolidated financial statements, the individual financial statements and the profit distribution plan, of which, the consolidated financial statements and the individual financial statements have been audited by CPA Tza-Li Gung and Han-Ni Fang from Deloitte & Touche, and the auditor’s report has been issued accordingly. The aforementioned Business Report, the consolidated and individual financial statements, and the profit distribution plan have been reviewed by the Audit Committee. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities Act and Article 219 of the Company Act.

Sincerely,

2022 Annual Shareholders’ Meeting of Standard Foods Corporation

Standard Foods Corporation

Convener of the Audit Committee: Ben Chang

Mar. 22, 2022

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Attachment III Auditor’s Report and 2021 Individual Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Standard Foods Corporation

Opinion

We have audited the accompanying financial statements of Standard Foods Corporation (the “Company”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matter identified in the Company’s financial statements for the year ended December 31, 2021 is stated as follows:

Estimate of Return Liability

The Company mainly manufactures and sells nutrient-rich food, edible oil products, dairy products and beverages. Taking into account the current market conditions and the historical experience of its sales in the past, the Company estimates the probable amount of each product’s return liability. Refer to Notes 5 and 19 to the financial statements for detailed information related to the Company’s return liability. Because the assessment of return liability involves management’s critical accounting estimates and judgments, we considered the assessment of return liability to be a key audit matter.

The key audit procedures that we performed in respect of the estimate of return liability included the following:

We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.
We selected samples from the sales return transactions and inspected the correctness of the sales returns in the current year.
We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

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could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters

20 -

that were of most significance in the audit of the financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Han-Ni Fang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 28, 2022

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

21 -

STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at fair value through other comprehensive income - current (Note 8) Financial assets at amortized cost - current (Note 9) Notes receivable (Notes 10 and 22) Trade receivables from unrelated parties (Notes 10 and 22) Trade receivables from related parties (Notes 22 and 28) Other receivables (Note 10) Other receivables from related parties (Note 28) Inventories (Note 11) Prepayments (Note 12) Other current assets (Notes 17 and 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Note 14) Right-of-use assets (Note 15) Other intangible assets (Note 16) Deferred tax assets (Note 24) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities - current (Note 22) Notes payable (Note 18) Trade payables (Note 18) Trade payables to related parties (Note 28) Other payables (Note 19) Current tax liabilities (Note 24) Lease liabilities - current (Note 15) Other current liabilities (Notes 5 and 19) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 24) Lease liabilities - non-current (Note 15) Net defined benefit liabilities (Note 20) Other non-current liabilities (Note 19) Total non-current liabilities Total liabilities EQUITY (Note 21) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2021 Amount % $ 607,824 3 973,217 5 21,185 - 1,309,153 6 175 - 1,828,686 9 127,773 - 12,673 - 906,220 4 1,690,929 8 354,000 2 34,931 - 7,866,766 37 2,244 - 112,265 1 11,189,831 53 1,341,650 6 140,460 1 21,101 - 346,687 2 28,319 - 13,182,557 63 $ 21,049,323 100 $ 17,285 - 20,201 - 732,876 4 19,472 - 1,260,824 6 282,639 1 31,963 - 43,418 - 2,408,678 11 319,821 2 108,617 - 174,867 1 150 - 603,455 3 3,012,133 14 9,150,897 43 144,066 1 3,606,189 17 577,494 3 4,769,802 23 8,953,485 43 (190,076) (1) (21,182) - 18,037,190 86 $ 21,049,323 100		2020
				Amount % $ 205,747 1 1,118,813 5 20,671 - 1,092,961 5 5 - 1,980,474 10 136,585 1 34,420 - 947,545 5 1,834,330 9 167,706 1 27,378 - 7,566,635 37 1,894 - 77,341 - 11,167,932 54 1,352,887 7 63,174 - 13,660 - 321,299 2 19,928 - 13,018,115 63 $ 20,584,750 100 $ 21,440 - 289 - 827,945 4 20,526 - 1,110,589 5 299,812 2 20,979 - 24,670 - 2,326,250 11 347,410 2 38,059 - 188,393 1 150 - 574,012 3 2,900,262 14 9,150,897 44 127,392 1 3,287,022 16 577,494 3 4,918,357 24 8,782,873 43 (355,492) (2) (21,182) - 17,684,488 86 $ 20,584,750 100

The accompanying notes are an integral part of the financial statements.

22 -

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 22 and 28) OPERATING COSTS Cost of goods sold (Notes 11, 23 and 28) GROSS PROFIT OPERATING EXPENSES (Note 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income (Notes 23 and 28) Other income (Notes 23 and 28) Other gains (Note 23) Finance costs (Note 23) Share of the profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20)		2021 Amount % $ 12,496,867 100 7,945,262 64 4,551,605 36 1,387,798 11 418,982 3 85,952 1 419 - 1,893,151 15 2,658,454 21 19,427 - 10,503 - (12,388) - (843) - 309,413 3 326,112 3 2,984,566 24 527,938 4 2,456,628 20 (1,293) -		2020
				Amount % $ 13,184,535 100 8,455,471 64 4,729,064 36 1,340,048 10 453,697 3 87,553 1 (217) - 1,881,081 14 2,847,983 22 21,974 - 11,298 - 50,398 - (1,084) - 990,798 8 1,073,384 8 3,921,367 30 708,566 6 3,212,801 24 (20,575) - (Continued)

23 -

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 24) Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income (loss) tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) Basic Diluted		2021 Amount % $ 35,438 - 174,817 1 (1,187) - 207,775 1 (50,814) - 10,163 - (40,651) - 167,124 1 $ 2,623,752 21 $ 2.70 $ 2.70		2020
				Amount % $ (5,155) - 101,676 1 4,095 - 80,041 1 151,041 1 (30,209) - 120,832 1 200,873 2 $ 3,413,674 26 $ 3.54 $ 3.53

The accompanying notes are an integral part of the financial statements.

(Concluded)

24 -

STANDARD FOODS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Ordinary Shares Capital Surplus BALANCE AT JANUARY 1, 2020 $ 9,150,897 $ 109,718 Appropriation of 2019 earnings Legal reserve - - Cash dividends to shareholders - - Share dividends to shareholders - - Adjustment of capital surplus for the Company's cash dividends received by subsidiaries - 17,674 Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income for the year ended December 31, 2020 - - BALANCE AT DECEMBER 31, 2020 9,150,897 127,392 Appropriation of 2020 earnings Legal reserve - - Cash dividends to shareholders - - Adjustment of capital surplus for the Company's cash dividends received by subsidiaries - 16,674 Net profit for the year ended December 31, 2021 - - Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2021 - - BALANCE AT DECEMBER 31, 2021 $ 9,150,897 $ 144,066	Retained Earnings	Total $ 8,016,188 - - (2,424,987) - 3,212,801 (21,129) 3,191,672 8,782,873 - (2,287,724) - 2,456,628 1,708 2,458,336 $ 8,953,485	Other Equity	Total Treasury Shares $ (577,494) $ (21,182) - - - - - - - - - - 222,002 - 222,002 - (355,492) (21,182) - - - - - - - - 165,416 - 165,416 - $ (190,076) $ (21,182)	Total Equity $ 16,678,127 - - (2,424,987) 17,674 3,212,801 200,873 3,413,674 17,684,488 - (2,287,724) 16,674 2,456,628 167,124 2,623,752 $ 18,037,190
			Exchange Differences on Translation of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (693,038) $ 115,544 - - - - - - - - - - 120,832 101,170 120,832 101,170 (572,206) 216,714 - - - - - - - - (40,651) 206,067 (40,651) 206,067 $ (612,857) $ 422,781
	Legal Reserve Special Reserve Unappropriated Earnings $ 2,945,412 $ 330,945 $ 4,739,831 341,610 - (341,610) - 246,549 (246,549) - - (2,424,987) - - - - - 3,212,801 - - (21,129) - - 3,191,672 3,287,022 577,494 4,918,357 319,167 - (319,167) - - (2,287,724) - - - - - 2,456,628 - - 1,708 - - 2,458,336 $ 3,606,189 $ 577,494 $ 4,769,802

The accompanying notes are an integral part of the financial statements.

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STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$	2,984,566	$	3,921,367
Adjustments for:
Depreciation expenses		226,629		225,981
Amortization expenses		15,378		8,105
Expected credit loss recognized (reversed) on trade				(217
receivables		419	)
Net gain (loss) on fair value changes of financial assets and				(3,063
liabilities designated as at fair value through profit or loss		35,432	)
Finance costs		843		1,084
		(19,427		(21,974
Interest income	)		)
		(1,471		(1,721
Dividend income	)		)
		(309,413		(990,798
Share of the profit of subsidiaries	)		)
Net loss on disposal of property, plant and equipment		15,247		951
Net loss on disposal of investment		259		-
		(922
Others	)			-
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value				(553,676
through profit or loss		109,814	)
		(170		(5
Notes receivable	)		)
Trade receivables		134,622		168,589
Trade receivables from related parties		8,812		4,899
				(20,660
Other receivables		21,244	)
				(944,303
Other receivables from related parties		41,325	)
Inventories		143,401		92,441
		(186,294
Prepayments	)			74,443
		(7,553		(12,030
Other current assets	)		)
		(4,155
Contract liabilities	)			6,405
				(288
Notes payable		19,912	)
		(95,069		(48,317
Trade payables	)		)
		(1,054		(5,615
Trade payables to related parties	)		)
Other payables		150,235		69,453
Other current liabilities		35,495		16,386
		(14,819		(43,387
Net defined benefit liabilities	)		)

26 -

Cash generated from operations		3,303,286		1,944,050
Interest received		19,930		23,737
		(843		(1,084
Interest paid	)		)
		(589,112		(688,243
Income tax paid	)		)
Net cash generated from operating activities		2,733,261		1,278,460
CASH FLOWS FROM INVESTING ACTIVITIES
		(2,307,737		(2,240,636
Purchase of financial assets at amortized cost	)		)
Proceeds from sale of financial assets at amortized cost		2,091,545		2,757,870
Net cash inflow on disposal of subsidiary		8,584		-
		(204,677		(185,413
Payments for property, plant and equipment	)		)
				(Continued)

27 -

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

	2021		2020
Proceeds from disposal of property, plant and equipment	$	2,649	$	2,417
		(16,979		(13,541
Payments for intangible assets	)		)
Decrease in other financial assets		-		1,323
		(7,474
Increase in other financial assets	)			-
		(6,757		(3,409
Increase in other non-current assets	)		)
Dividends received from subsidiaries		419,348		442,255
Other dividends received		1,471		1,721
		(20,027
Net cash generated from (used in) investing activities	)			762,587
CASH FLOWS FROM FINANCING ACTIVITIES
		(23,433		(25,688
Repayment of the principal portion of lease liabilities	)		)
	(2,287,724		(2,424,987
Dividends paid to owners of the Company	)		)
				(9,056
Acquisition of interest in subsidiaries		-	)
	(2,311,157		(2,459,731
Net cash used in financing activities	)		)
NET INCREASE (DECREASE) IN CASH AND CASH				(418,684
EQUIVALENTS		402,077	)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR		205,747		624,431
CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR	$	607,824	$	205,747
The accompanying notes are an integral part of the financial statements.			(Concluded)

The accompanying notes are an integral part of the financial statements.

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Attachment IV Auditor’s Report and 2021 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Standard Foods Corporation

Opinion

We have audited the accompanying consolidated financial statements of Standard Foods Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2021 is stated as follows:

Estimate of Return Liability

Standard Foods Corporation and its subsidiaries which are located in China mainly manufactures and sells nutrient-rich food, edible oil products, dairy products and beverages. Taking into account the current market conditions and the historical experience of its sales in the past, the Company estimates the probable amount of each product’s return liability. Refer to Notes 5 and 22 to the consolidated financial statements for detailed information related to return liability. Because the assessment of return liability involves management’s critical accounting estimates and judgments, we considered the assessment of return liability to be a key audit matter.

The key audit procedures that we performed in respect of the estimate of return liability included the following:

We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.
We selected samples from the sales return transactions and inspected the correctness of the sales returns in the current year.
We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.

Other Matter

We have also audited the parent company only financial statements of Standard Foods Corporation as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

30 -

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

31 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Han-Ni Fang.

Deloitte & Touche Taipei, Taiwan Republic of China March 28, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

32 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at fair value through other comprehensive income - current (Note 8) Financial assets at amortized cost - current (Note 9) Notes receivable (Notes 10 and 25) Trade receivables (Notes 10 and 25) Trade receivable from related parties (Notes 25 and 32) Finance lease receivables - current (Note 11) Other receivables (Note 10) Current tax assets (Note 27) Inventories (Note 12) Prepayments (Note 13) Other current assets (Notes 19 and 33) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Financial assets at amortized cost - non-current (Note 9) Property, plant and equipment (Notes 15 and 33) Right-of-use assets (Note 16) Investment properties (Notes 17 and 33) Goodwill Other intangible assets (Note 18) Deferred tax assets (Note 27) Finance lease receivables - non-current (Note 11) Net defined benefit assets - non-current (Note 23) Other non-current assets (Notes 19) Total non-current assets LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 20 and 33) Short-term bills payable (Note 20) Contract liabilities - current (Note 25) Notes payable (Note 21) Trade payables (Note 21) Trade payables to related parties (Note 32) Other payables (Note 22) Current tax liabilities (Note 27) Lease liabilities - current (Note 16) Other current liabilities (Notes 5 and 22) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Note 27) Lease liabilities - non-current (Note 16) Net defined benefit liabilities - non-current (Note 23) Other non-current liabilities (Note 22) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 24) Total equity TOTAL		2021 Amount % $ 3,748,069 13 1,174,960 4 313,940 1 1,936,561 7 18,370 - 5,699,413 20 7,290 - 3,576 - 218,409 1 4,765 - 5,701,129 20 1,527,503 6 97,350 - 20,451,335 72 7,235 - 507,240 2 716,466 3 4,333,681 15 652,121 2 785,735 3 558 - 102,423 - 437,485 2 20,455 - 6,143 - 268,263 1 7,837,805 28 $ 28,289,140 100 $ 1,372,463 5 259,855 1 509,315 2 859,254 3 1,895,397 7 19,472 - 3,440,103 12 397,210 1 89,117 - 141,994 1 8,984,180 32 323,661 1 230,856 1 242,050 1 31,176 - 827,743 3 9,811,923 35 9,150,897 32 144,066 1 3,606,189 13 577,494 2 4,769,802 17 8,953,485 32 (190,076) (1) (21,182) - 18,037,190 64 440,027 1 18,477,217 65 $ 28,289,140 100		2020
				Amount % $ 4,332,018 16 1,490,336 5 249,485 1 1,728,070 6 3,154 - 6,295,581 23 9,011 - 2,917 - 224,370 1 23,063 - 5,124,648 18 1,579,289 6 63,844 - 21,125,786 76 10,666 - 267,178 1 - - 4,201,645 15 626,440 2 844,797 3 817 - 105,391 - 417,127 2 24,031 - 3,521 - 196,463 1 6,698,076 24 $ 27,823,862 100 $ 1,846,767 7 129,869 1 748,044 3 90,333 - 2,107,188 8 20,526 - 3,442,258 12 399,020 1 77,782 - 94,108 - 8,955,895 32 351,328 1 200,191 1 280,701 1 20,120 - 852,340 3 9,808,235 35 9,150,897 33 127,392 - 3,287,022 12 577,494 2 4,918,357 18 8,782,873 32 (355,492) (1) (21,182) - 17,684,488 64 331,139 1 18,015,627 65 $ 27,823,862 100

The accompanying notes are an integral part of the consolidated financial statements.

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STANDARD FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Sales (Notes 25 and 32) OPERATING COSTS Cost of goods sold (Notes 12, 26 and 32) GROSS PROFIT OPERATING EXPENSES (Note 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES (Note 26) Interest income Other income Other gains Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 27) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income		2021 Amount % $ 34,307,044 100 26,075,184 76 8,231,860 24 4,054,211 12 1,023,005 3 177,876 - (4,817) - 5,250,275 15 2,981,585 9 105,660 - 60,338 - 54,442 - (49,011) - 171,429 - 3,153,014 9 651,908 2 2,501,106 7 3,515 - 304,523 1		2020
				Amount % $ 34,466,244 100 24,856,790 72 9,609,454 28 4,232,068 12 1,152,067 3 166,035 1 15,105 - 5,565,275 16 4,044,179 12 119,907 - 39,862 - 136,100 - (51,337) - 244,532 - 4,288,711 12 1,032,881 3 3,255,830 9 (26,831) - 140,235 - (Continued)

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STANDARD FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 27) Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to the items that may be reclassified subsequently to profit or loss (Note 27) Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 28) Basic Diluted		2021 Amount % (2,148) - 305,890 1 (51,015) - 10,163 - (40,852) - 265,038 1 $ 2,766,144 8 $ 2,456,628 7 44,478 - $ 2,501,106 7 $ 2,623,752 8 142,392 - $ 2,766,144 8 $ 2.70 $ 2.70		2020
				Amount % 5,347 - 118,751 - 151,809 1 (30,209) - 121,600 1 240,351 1 $ 3,496,181 10 $ 3,212,801 9 43,029 - $ 3,255,830 9 $ 3,413,674 10 82,507 - $ 3,496,181 10 $ 3.54 $ 3.53

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company
Ordinary Shares Capital Surplus $ 9,150,897 $ 109,718 - - - - - - - 17,674 - - - - - - - - 9,150,897 127,392 - - - - - 16,674 - - - - - - - - $ 9,150,897 $ 144,066		Total $ 8,016,188 - - (2,424,987) - - 3,212,801 (21,129) 3,191,672 8,782,873 - (2,287,724) - - 2,456,628 1,708 2,458,336 $ 8,953,485	Other Equity	Total Treasury Shares $ (577,494) $ (21,182) - - - - - - - - - - - - 222,002 - 222,002 - (355,492) (21,182) - - - - - - - - - - 165,416 - 165,416 - $ (190,076) $ (21,182)
			Exchange Differences on Translation of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (693,038) $ 115,544 - - - - - - - - - - - - 120,832 101,170 120,832 101,170 (572,206) 216,714 - - - - - - - - - - (40,651) 206,067 (40,651) 206,067 $ (612,857) $ 422,781
	Legal Reserve Special Reserve Unappropriated Earnings $ 2,945,412 $ 330,945 $ 4,739,831 341,610 - (341,610) - 246,549 (246,549) - - (2,424,987) - - - - - - - - 3,212,801 - - (21,129) - - 3,191,672 3,287,022 577,494 4,918,357 319,167 - (319,167) - - (2,287,724) - - - - - - - - 2,456,628 - - 1,708 - - 2,458,336 $ 3,606,189 $ 577,494 $ 4,769,802

The accompanying notes are an integral part of the consolidated financial statements.

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STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized (reversed) on trade receivables
Net gain (loss) on fair value changes of financial assets and financial
liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Net loss on disposal of property, plant and equipment
Loss on disposal of investment
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as fair value through profit or
loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Accrued pension assets
Contract liabilities
Notes payable
Trade payables
Trade payables - related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost

Refund of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets

2021
2020
$ 3,153,014
$ 4,288,711
605,138
596,990
77,892
65,479
(4,817)
15,105
42,047
(929)
49,011
51,337
(105,660)
(119,907)
(24,059)
(9,809)
20,862
2,959
259
-
(998)
-
276,351
(823,078)
(15,212)
(134)
565,283
172,746
1,721
(9,011)
5,990
(21,040)
(593,914) (1,427,914)
45,750
(172,766)
(33,568)
(34,073)
(2,622)
(2,602)
(235,573)
409,533
768,540
(227,045)
(208,778)
85,049
(1,054)
(5,615)
6,719
562,724
70,363
64,643
(33,751)

(46,228)
4,428,934
3,415,125
105,543
110,023
(49,624)
(51,777)
(675,794)
(1,043,196)
3,809,059

2,430,175
(3,668,940) (3,929,027)
2,744,087
4,412,156
(619,206)
(281,891)
3,968
20,943
(17,247)
(42,768)
(Continued)

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STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Decrease in finance lease receivables Increase in other financial assets Decrease in other financial assets Increase in other non-current assets Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term bills payable Payments for long-term borrowings Repayment of the principal portion of lease liabilities Increase in other financial liabilities Decrease in other financial liabilities Decrease in other non-current liabilities Dividends paid to owners of the Company Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2021 $ 2,917 (82,902) - (53,969) 24,059 (1,667,233) - (467,003) 129,986 - (83,532) 11,112 - - (2,304,554) (2,713,991) (11,784) (583,949) 4,332,018 $ 3,748,069	2020 $ 2,775 - 83,674 (73,606) 9,809 202,065 440,344 - 29,901 (6,000) (88,207) - (286) (2,851) (2,431,245) (2,058,344) 52,219 626,115 3,705,903 $ 4,332,018

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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Attachment V Comparison Table for Amendments to the “Articles of Incorporation”

Standard Foods Corporation Comparison Table for Amendments to the “Articles of Incorporation”

Amended Provisions	Current Provisions	Remark
Article 6 The share certificates of the Company shall be name-bearing and signed or stamp-sealed by the directorsrepresentingthe Company and are issued upon the authentication by the government authority in accordance with Article 162 of the Company Act. The Company may be exempted from printing share certificates for the shares issued. However, for the issuance of such shares, the Company shall appoint a centralized securities depository enterprise to make recordation.	Article 6 The shares of the Company are issued as registered share certificates, of which the issuance shall be affixed with the signatures or personal seals of threeDirectors of the Company and duly certified or authenticated by the competent authority pursuant to the provisions of Article 162 of the Company Act. The Company may be exempted from printing share certificates for the shares issued. However, for the issuance of such shares, the Company shall appoint a centralized securities depository enterprise to make recordation.	Compliance with Article 162-1 of the Company Act: Share certificates not having the signatures of more than 3 directors shall not affect the rights of shareholders.
Article 13 The shareholders’ meetings of the Company are divided into regular shareholders’ meetings and interim shareholders’ meetings. The shareholder meetings may be held by teleconferencing or other means announced by the central authority. The regular shareholders’ meeting shall be convened within 6 months after close of each fiscal year. The interim shareholders’ meeting may be convened according to laws whenever the Company deems necessary.	Article 13 The shareholders’ meetings of the Company are divided into regular shareholders’ meetings and interim shareholders’ meetings. The regular shareholders’ meeting shall be convened within 6 months after close of each fiscal year. The interim shareholders’ meeting may be convened according to laws whenever the Company deems necessary.	Compliance with Article 172-2 and 356-8 of the Company Act: Stipulate that shareholder meetings can be held by teleconferencing.
Article 42 The Articles of Incorporation are unanimously agreed by all sponsors, and are enacted on May 22, 1986. (Omitted) 35th amendment on Jul. 22, 2021; 36th amendment on Jul. 16, 2022.	Article 42 The Articles of Incorporation are unanimously agreed by all sponsors, and are enacted on May 22, 1986. (Omitted) 35th amendment on Jul. 22, 2021.	Add date of amendment.

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Attachment VI Comparison Table for Amendments to the “Regulations Governing the Acquisition and Disposal of Assets”

Standard Foods Corporation

Comparison Table for Amendments to the “Regulations Governing the Acquisition and Disposal of Assets”

	Assets”
Amended Provisions	Current Provisions	Remark
Article 3 (Assessment procedures) (II) When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. For negotiable securities, private placement, membership and intangible assets that are acquired or disposed of in the centralized securities exchange market or the OTC market, and the transaction amount exceeds 20% of the Company’s paid-in capital or NT$300 million, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. However, this requirement does not apply to securities that are openly quoted in an active market or in circumstances where the competent authority has regulated otherwise.	Article 3 (Assessment procedures) (II) When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. For negotiable securities, private placement, membership and intangible assets that are acquired or disposed of in the centralized securities exchange market or the OTC market, and the transaction amount exceeds 20% of the Company’s paid-in capital or NT$300 million, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.The CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation.However, this requirement does not apply to securities that are openly quoted in an active market or in circumstances where the competent authority has regulated otherwise.	In order to clarify the procedures and responsibilities that external experts should follow and that they comply with the self-discipline rules of their respective trade associations, the text of the Statement on Auditing Standards that accountants should follow is deleted.
Article 3 (Assessment procedures) (VI) Except for transactions involving domestic government agencies, commissioned development of purchased land, commissioned	Article 3 (Assessment procedures) (VI) Except for transactions involving domestic government agencies, commissioned development of purchased land, commissioned	In order to clarify the procedures and responsibilities that external experts should

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development of leased land, and development of leased land, and acquisition/disposal of equipment acquisition/disposal of equipment relevant to business operations or relevant to business operations or right-of-use assets thereof, all other right-of-use assets thereof, all other acquisitions and disposals of acquisitions and disposals of property and equipment or usage property and equipment or usage rights thereof amounting to 20% of rights thereof amounting to 20% of the Company’s paid-in capital or the Company’s paid-in capital or NT$300 million or above shall be NT$300 million or above shall be supported with appraisal reports supported with appraisal reports prepared by professional appraisers prepared by professional appraisers prior to the date of occurrence. These prior to the date of occurrence. These appraisal reports shall also comply appraisal reports shall also comply with the following provisions: with the following provisions: 1. If, for any reason, the Company is 1. If, for any reason, the Company is in need of using restrictive, specific in need of using restrictive, specific or special pricing to serve as a or special pricing to serve as a reference for the transaction price, reference for the transaction price, the underlying transaction must be the underlying transaction must be approved by the board resolution approved by the board resolution before proceeding. Any subsequent before proceeding. Any subsequent changes in transaction term shall also changes in transaction term shall also be subject to the same procedures. be subject to the same procedures. 2. For transactions that amount to 2. For transactions that amount to NT$1 billion or more, appraisals NT$1 billion or more, appraisals from at least two professional from at least two professional appraisers are needed. appraisers are needed. 3. Where any one of the following 3.If the appraisal concluded by the circumstances applies with respect to professional appraisers shows any the professional appraiser’s appraisal one of the following circumstances, a results, unless all the appraisal certified public accountant shall be results for the assets to be acquired engaged to provide opinions with are higher than the transaction regards to the cause of discrepancy amount, or all the appraisal results and the rationality of the transaction for the assets to be disposed of are price in accordance with Statement lower than the transaction amount, a on Auditing Standards No. 20 certified public accountant shall be published by the Accounting engaged to render a specific opinion Research and Development regarding the reason for the Foundation (referred to as the discrepancy and the appropriateness ARDF), except in situations where of the transaction price: the appraised price is higher than the (1) The discrepancy between the price of asset acquired or lower than appraisal result and the transaction the price of asset sold: amount is 20 percent or more of the (1) The discrepancy between the transaction amount. appraisal result and the transaction (2) The discrepancy between the amount is 20 percent or more of the appraisal results of two or more transaction amount. professional appraisers is 10 percent (2) The discrepancy between the or more of the transaction amount. appraisal results of two or more 4. If the appraisal is conducted professional appraisers is 10 percent before the contract date, the or more of the transaction amount.

follow and that they comply with the self-discipline rules of their respective trade associations, the text of the Statement on Auditing Standards that accountants should follow is deleted.

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	appraisers’ reports shall be dated no further than 3 months from the contract date. However, if the report still applies to the same current value announced by the government and is no more than six months old, an opinion can be accepted from the original appraiser instead.	4. If the appraisal is conducted before the contract date, the appraisers’ reports shall be dated no further than 3 months from the contract date. However, if the report still applies to the same current value announced by the government and is no more than six months old, an opinion can be accepted from the original appraiser instead.
	Article 5 (Public announcement and regulatory filing procedures) (I) Asset acquisitions and disposals that involve any of the following shall be announced and reported within 2 days of occurrence over the website designated by the competent authority. (Omitted) 6. Transaction of assets other than the ones listed in the five subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company’s paid-up capital or NT$300 million or above. However, the following transactions can be excluded: (1) Trading domestic government bondsor foreign government bonds with a credit rating no lower than Taiwan’s sovereign credit rating. (2) Where the company specializes in the investment profession, any securities traded through the TWSE or over the counter by securities firms,or foreign government bonds, ordinary corporate bonds and ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment or futures trust funds,or subscription/redemption exchange- traded notes. (3) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued bydomestic	Article 5 (Public announcement and regulatory filing procedures) (I) Asset acquisitions and disposals that involve any of the following shall be announced and reported within 2 days of occurrence over the website designated by the competent authority. (Omitted) 6. Transaction of assets other than the ones listed in the five subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company’s paid-up capital or NT$300 million or above. However, the following transactions can be excluded: (1) Trading of domestic government bonds. (2) Where the company specializes in the investment profession, any securities traded through the TWSE or over the counter by securities firms, or ordinary corporate bonds and ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment or futures trust funds. (3) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Omitted)	Considering that public companies are now exempted from public announcements and declarations for trading domestic government bonds, it is proposed to make transactions of foreign government bonds with a credit rating no lower than Taiwan’s sovereign credit rating also exempt from public declaration. Considering that foreign government bonds are simple commodities, and their credit rating is generally better than that of foreign ordinary corporate bonds, and that index investment securities are similar to index stock funds in in nature, it is proposed to revise Item 2,

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	securities investment trust enterprises. (Omitted)			Subparagraph 7, Paragraph 1 to make investment professionals engaging in subscription to foreign government bonds or subscription or redemption of index investment securities exempt from conducting public disclosure.
	Article 10 (Resolution procedures) In the event that the Company engages in any acquisition or disposal of real property or right-of- use assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until submit the following information to the audit committee andobtain approval from half of the members in the audit committee, and forward the proposal to the board for approval: (I) The purpose, necessity and expected benefits of the asset acquisition/disposal. (II) The reasons for transacting with a related party. (III) When acquiring real estate or right-of-use assets from a related party, any information that is relevant		Article 10 (Resolution procedures) In the event that the Company engages in any acquisition or disposal of real property or right-of- use assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment untilsubmitting the following information to the board for approval and the audit committee for ratification: (I) The purpose, necessity and expected benefits of the asset acquisition/disposal. (II) The reasons for transacting with a related party. (III) When acquiring real estate or right-of-use assets from a related party, any information that is relevant to establishing transaction rationality	In order to reinforce the management of related-party transactions and protect the rights of minority shareholders expressing their opinions on related-party transactions with the Company, it is proposed that significant related-party transactions shall be reported to shareholders’ meetings for approval in advance.

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to establishing transaction rationality in accordance with the provisions of in accordance with the provisions of Article 11 or 12. Article 11 or 12. (IV) The date, price, and (IV) The date, price, and counterparty at/from which the counterparty at/from which the related party had acquired the asset related party had acquired the asset in the first place, and the relationship in the first place, and the relationship between the Company and the initial between the Company and the initial counterparty. counterparty. (V) A cash projection report for the (V) A cash projection report for the next 12 months starting from the next 12 months starting from the contract month, with comments contract month, with comments made on the necessity of the made on the necessity of the transaction and the rationality of transaction and the rationality of capital usage. capital usage. (VI) Professional appraiser’s report (VI) Professional appraiser’s report or CPAs’ opinion obtained in or CPAs’ opinion obtained in accordance with the rules. accordance with the rules. (VII) Restrictions and other (VII) Restrictions and other important terms of this transaction. important terms of this transaction. Any of the following transactions taking place between the Company and its subsidiary, or between subsidiaries in which the Company has 100% direct or indirect shareholding or capital contribution may be carried out at the discretion of the Chairperson, subject to board of directors’ prior authorization and up to a certain limit in accordance with Article 4, and raised for ratification afterwards during the latest board meeting: I. Acquisition or disposal of operating equipment or right-of-use assets thereof. II. Acquisition or disposal of operating real estate or right-of-use assets thereof. If the Company has independent directors in place, independent directors’ opinions shall be fully taken into consideration when the transaction is proposed for discussion among the board of directors in accordance with Paragraph 1. Any objections or qualified opinions expressed by independent directors shall be detailed in board meeting minutes. - If the Company or any of its non

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domestic public subsidiaries has any transactions specified in the 1st paragraph and the amount is more than 10% of the Company’s total assets, the Company shall submit the relevant information of such transactions to the shareholders’ meeting for approval before signing the transaction contracts and making payments. Exception can be made, however, if the transactions are between the Company and its parent and subsidiaries or between the subsidiaries. The calculation of the transaction amount in the first paragraph and the preceding paragraph is subject to the rules in Paragraph 7 of Article 10. Acquisition and disposal of assets Acquisition and disposal of assets with related parties are subject to the with related parties are subject to the resolution procedures and rationality resolution procedures and rationality assessments of the Procedures if they assessments of the Procedures if they amount to 10% or more of the amount to 10% or more of the Company’s total assets. In addition, Company’s total assets. In addition, an appraisal report from a an appraisal report from a professional appraiser or an opinion professional appraiser or an opinion from a CPA shall be obtained in from a CPA shall be obtained in accordance with the Procedures to accordance with the Procedures to support the transaction. Calculation support the transaction. Calculation of the above amounts shall be of the above amounts shall be conducted in accordance with the conducted in accordance with the methods below: methods below: 1. Amount of each transaction. 1. Amount of each transaction. 2. Cumulative amount of similar 2. Cumulative amount of similar assets acquired from or disposed of assets acquired from or disposed of to the same counterparty over the to the same counterparty over the past one year. past one year. 3. Cumulative amount of the same 3. The cumulative transaction real property of the development amount of acquisitions and disposals plan acquired or disposed of (cumulative acquisitions and (acquisitions and disposals disposals, respectively) of real accumulate separately) over the past property thereof within the same one year. development project within the 4. Cumulative amount of the same preceding year. securities acquired or disposed of 4. Cumulative amount of the same (acquisitions and disposals securities acquired or disposed of accumulate separately) over the past (acquisitions and disposals one year. accumulate separately) over the past The “one-year” timeframe mentioned one year. above dates back one year from the The “one-year” timeframe mentioned

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	date of occurrence. Transactions that have already beensubmitted to and approved by the shareholders’ meeting and the board meeting and ratified by the audit committee according to the Procedures can be excluded.	above dates back one year from the date of occurrence. Transactions that have already beenannounced according to the Procedures can be excluded.
	Article 26 The Procedures were established on November 27, 2003. (Omitted) 7th amendment was made on June 13, 2019;8th amendment was made on June 16, 2022.	Article 26 The Procedures were established on November 27, 2003. (Omitted) 7th amendment was made on June 13, 2019.	Added revision dates.

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Attachment VII Comparison Table for Amendments to the “Rules of Procedures for Shareholders’ Meeting”

Standard Foods Corporation

Comparison Table for Amendments to the “Rules of Procedures for Shareholders’ Meeting”

	Amended Provisions	Current Provisions	Remark
	Article 2 The Company shall provide a sign-in book to allow the attending shareholders to sign in or else attending shareholders may also submit the attendance card in lieu of signing in. The number of shares in attendance is counted based on the submitted attendance cardsand the shareholding reported on the teleconferencing platform,together with the shares with the electronic voting rights.	Article 2 The Company shall provide a sign-in book to allow the attending shareholders to sign in or else attending shareholders may also submit the attendance card in lieu of signing in. The number of shares represented by attending shareholders shall be calculated in accordance with the sign-in book and submitted attendance cards, plus shares of those shareholders who exercise their voting rights electronically.	Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.
	Aritle 4 Any changes to the convening of a shareholders’meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholders’ meeting is sent. The meeting shall be held at the location of the Company or other venues convenient for the shareholders’ attendance and suitable for holding the meeting. The Meeting shall not begin at a time earlier than 9:00 a.m. or later than 3:00 p.m. If the shareholder meeting is held by teleconferencing, it is not subject to the restriction on the revenue as specified in the preceding paragraph. Electronic transmission shall be listed as one of the channels for shareholders to exercise their voting power, of which the exercise method shall be described in the Meeting notice. A shareholder who exercises his/her voting rights at a shareholders meeting by electronicmeans shallbe deemed	Aritle 4 The meeting shall be held at the location of the Company or other venues convenient for the shareholders’ attendance and suitable for holding the meeting. The Meeting shall not begin at a time earlier than 9:00 a.m. or later than 3:00 p.m. Electronic transmission shall be listed as one of the channels for shareholders to exercise their voting power, of which the exercise method shall be described in the Meeting notice. A shareholder who exercises his/her voting rights at a shareholders meeting by electronicmeans shallbe	In order to make shareholders aware of the change in the convening the shareholders meeting, any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent. Specify that if the shareholder meeting is held by teleconferencing, it is not subject to the restrictions on the revenue.

47 -

	to have attended the shareholders’ meeting in person. However, they shall be deemed to have waived their voting power in respect of any special motions and any amendments or substitute to the original proposals of the Meeting.	deemed to have attended the shareholders’ meeting in person. However, they shall be deemed to have waived their voting power in respect of any special motions and any amendments or substitute to the original proposals of the Meeting.
	Article 7 The whole process of the meeting shall be audio recorded or videotaped from beginning to end, of which the files shall be kept for at least one year. If the shareholders’meeting is to be held by teleconferencing, the Company should audio-and video- record the backend operation interface of the teleconferencing platform.	Article 7 The whole process of the meeting shall be audio recorded or videotaped from beginning to end, of which the files shall be kept for at least one year.	Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.
	Article 8 The Chair of the Meeting shall call the meeting to order at the scheduled time. Nevertheless, if the shares represented by the attending shareholders have not reached more than half of the total shares issued, the Chair may announce postponement of the meeting. However, the postponement shall be limited to two times and the meeting shall not be postponed for more than one hour in total; For the shareholder meeting held by teleconferencing, the Company shall announce the adjournment of the meeting on the teleconferencing platform. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. Shareholders who wish to attend the shareholders’meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 20. In the event that the shares represented	Article 8 The Chair of the Meeting shall call the meeting to order at the scheduled time. Nevertheless, if the shares represented by the attending shareholders have not reached more than half of the total shares issued, the Chair may announce postponement of the meeting. However, the postponement shall be limited to two times and the meeting shall not be postponed for more than one hour in total. In case that after postponements for twice, the shares represented by the attending shareholders have not reached more than one third of the total shares issued, tentative resolutions may be passed in accordance with the first Paragraph of Article 175 of the Company Act. In the event that the shares represented	Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.

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	by the attending shareholders have reached more than half of the total share issued before the end of the meeting, the chair of the meeting may resubmit previously passed tentative resolutions to the meeting for voting in accordance with Article 174 of the Company Act.	by the attending shareholders have reached more than half of the total share issued before the end of the meeting, the chair of the meeting may resubmit previously passed tentative resolutions to the meeting for voting in accordance with Article 174 of the Company Act.
	Article 20 Check in to the teleconferencing platform of the shareholders’meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person. Shareholders who would like to attend the teleconferencing of shareholders’ meeting should register with the Company at least two days before the shareholders’meeting. For shareholders’meetings that are held by teleconferencing, the Company shall upload the meeting handbook, annual report and other relevant information to the teleconferencing platform of the shareholders’meeting, and keep them disclosed until the end of the meeting.		Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.
	Article 21 For the shareholders’meetings held by teleconferencing, the shareholders who attend the meeting by teleconferencing may raise their questions in text on the teleconferencing platform after the chair announces the start of the meeting and before the chair announces the ending of the meeting. A shareholder may not raise their questions more than twice for a single motion, and each question is limited to 200 words. These do not apply to the requirements of Article 10.		Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.
	Article 22 For shareholders’meetings that are held by teleconferencing, the Company immediately discloses the voting results of motions and election results to the teleconferencing platform of the shareholders’meeting		Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.

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	in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting. Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding teleconferencing shareholders’ meetings, and the chair should announce the address of the place at the beginning of the meeting.
	Article23 These Rules and any amendments hereto shall be implemented with approval of the shareholders’meeting.	Article20 These Rules and any amendments hereto shall be implemented with approval of the shareholders’meeting.	Change of article number.

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Attachment VIII Candidates of Directors and Independent Directors

NO.	Act. No	Name	Shareholdings	Education and Major Experience	Candidate
1.	-	Ben Chang	-	Master of Statistical Institute of National Chengchi University (NCCU) Institutional Directors’ Representative of Polytronics Technology Corporation Independent Director of Pegatron Corporation	Independent Director
2.	-	George Chou	-	Master of Mathematics of Colorado State University Independent Director of Yulong Motor Co., Ltd. Independent Director of Yulong Finance Corporation Independent Director of Fubon Life Insurance Co., Ltd. Director of Kiwi Technology Inc.	Independent Director
3.	-	Daniel Chiang	-	Master of Political Economy of University of Texas Chairman of Purestone Capital Group Independent Director of TPK Holding Co., Ltd.	Independent Director
4.	-	David Wang	-	Master of Computer of Northern Illinois University Vice President of Unison Company Ltd. Chairman and CEO of Taiwan Medical Supply, Inc. Executive Supervisor of Make-A-Wish Foundation Director of Lifeline Association, Taipei Special consultant to the regional director of Rotary International 3522	Independent Director
5.	101183	Mu Te Investment Co., Ltd. Representative: Jason Hsuan	22,650,057	Ph.D. in Systems Engineering, College of Science and Engineering of New York University Chairman and Chief Executive Officer of TPV Technology Co., Ltd. Chairman of Shanghai Standard Foods Co., Ltd. Chairman of Standard Investment (China) Ltd. Chairman of Standard Foods (China) Ltd. Chairman of Standard Foods (Xiamen) Co., Ltd. Chairman of Le Bonta Wellness Co., Ltd. Independent Director of Synnex Technology International Corporation	Directors

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NO.	Act. No	Name	Shareholdings	Education and Major Experience	Candidate
6.	101183	Mu Te Investment Co., Ltd. Representative: Ter-Fung Tsao	22,650,057	Ph.D. of University of Colorado R & D Director of Quaker Oats Co., Ltd. Factory Director of Taiwan Quaker Co., Ltd. General Manager of Taiwan Quaker Co., Ltd. General Manager of the Company Chairman of the Company Chairman of Standard Dairy Products Taiwan Ltd. Chairman of Domex Technology Corporation Chairman of Standard Beverage Company Ltd. Chairman of Charng Hui Corporation Ltd. Director of Accession Ltd. Institutional Directors’ Representative of Polytronics Technology Corporation Director of Green Wall Enterprise Co., Ltd. Independent Director of PlexBio Co., Ltd. Supervisor of Crosslink Semiconductor, Inc. Director of Standard Investment (Cayman) Ltd. Director of Standard Corp (HK) Ltd. Director of Standard Investment (China) Ltd. Chairman, Mu Te Investment Co., Ltd. Director, Chia Yun Investment Co., Ltd. Director, Chia Chieh Investment Co., Ltd	Directors
7.	101183	Mu Te Investment Co., Ltd. Representative: Wendy Tsao	22,650,057	Soochow University Chairman of Green Wall Enterprise Co., Ltd. Chairman of Crosslink Semiconductor, Inc. Chairman of Sparkle Inc.	Directors
8.	101183	Charng Hui Ltd. Representative: Arthur Tsao	6,669,471	Master of Business Administration (MBA) of Stanford University, U.S. CEO & General Manager of the Company Director & General Manager of Standard Investment (China) Ltd. Director & General Manager of Shanghai Standard Foods	Directors

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NO.	Act. No	Name	Shareholdings	Education and Major Experience	Candidate
				Co., Ltd. Director & General Manager of Standard Foods (China) Ltd. Director & General Manager of Standard Foods (Xiamen) Co., Ltd. Vice-Chairman of Le Bonta Wellness Co., Ltd. Chairman of Shanghai Le Ben De Health Technology Co., Ltd. Chairman of Shanghai Dermalab Corporation Chairman of Shanghai Le Ho Industrial Co., Ltd. Chairman of Shanghai Le Min Industrial Co., Ltd.

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Chapter 4. Appendixes Appendix I Articles of Incorporation

Standard Foods Corporation Articles of Incorporation (Before Amendment)

Chapter 1. General Provisions

Article 1. The Company is organized in accordance with the provisions concerning company limited by shares under the Company Act of Republic of China, and is named “ 佳格食品股份有限公司 ” in Chinese and “STANDARD FOODS CORPORATION” in English.
Article 2. The business scope of the Company includes:
A102060 Grain commerce
C102010 Dairy products manufacturing
C103050 Canned, frozen, and dehydrated food manufacturing
C104010 Sugar confectionery manufacturing
C104020 Bakery food manufacturing
C105010 Edible oil manufacturing
C106010 Flour manufacturing
C108010 Sugar manufacturing
C109010 Seasoning manufacturing
C110010 Beverage manufacturing
C113011 Alcoholic drink manufacturing
C114010 Food additives manufacturing
C199010 Noodles and flour food manufacturing
C199020 Edible ice manufacturing
C199990 Other food manufacturing not elsewhere classified
C201010 Prepared animal feeds manufacturing
CB01010 Machinery and equipment manufacturing
F102020 Wholesale of edible oil
F102040 Wholesale of beverages
F102170 Wholesale of food and grocery
F103010 Wholesale of animal feeds
F106020 Wholesale of articles for daily use
F108011 Wholesale of Chinese medicines
F113010 Wholesale of machinery
F121010 Wholesale of food additives
F202010 Retail sale of animal feeds
F203010 Retail sale of food products and groceries
F206020 Retail sale of articles for daily use
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F209060 Retail sale of stationery articles, musical instruments and educational entertainment articles
F213080 Retail sale of other machinery and equipment
F221010 Retail sale of good additives
F301020 Supermarkets
F399010 Convenient stores
F401010 International trade
F501030 Coffee/ Tea shops and bars
F501060 Restaurants
G801010 Warehousing and storage
I104010 Nutrition consultation services
J303010 Magazine (periodical) publisher
ZZ99999 All business items that are not prohibited or restricted by laws, except those that are subject to license.
Article 2-1 Total amount of reinvestment of the Company may exceed 40% of the Company’s paid-in capital, without being subject to restrictions set out in Article 13 of the Company Act.
Article 2-2 The Company may provide mutual endorsements or guarantees with the peer companies or affiliates for the purpose of catering for business needs.
Article 3. The Company, with its principal office being located in Taipei City of the ROC, may set up branch offices at suitable locations within and without the territory of the ROC as it deems necessary for business growth.
Article 4. The public notice of the Company shall be made pursuant to relevant provisions of the Company Act or other related laws and regulations.
Chapter 2. Capital
Article 5. The capital of the Company is set at NT$ 9,200,000,000, which is divided into 920,000,000 shares (NT$10 per share). The shares of the Company may be issued in installments. Matters concerning the issuance of shares are authorized to be conducted by the Board of Directors.
Article 6. Article 6 The shares of the Company are issued as registered share certificates, of which the issuance shall be affixed with the signatures or personal seals of three Directors of the Company and duly certified or authenticated by the competent authority pursuant to the provisions of Article 162 of the Company Act.

The Company may be exempted from printing share certificates for the shares issued. However, for the issuance of such shares, the Company shall appoint a centralized securities depository enterprise to make recordation.

Article 7. The operation of stock affairs of the Company, such as transfer, change of ownership, inheritance, donation, loss, and damage of share certificates, shall be conducted pursuant to the provisions of the Company Act and other related laws and regulations.
Article 8. Deleted.
Article 9. Deleted.
Article 10. Deleted.
Article 11. Deleted.
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Chapter 3. Shareholders’ Meeting

Article 12. Registration of transfer of shares must not be conducted within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of an interim shareholders’ meeting, or within 5 days prior to the base date fixed by the Company for distribution of dividends, bonus or other benefits.
Article 13. The shareholders’ meetings of the Company are divided into regular shareholders’ meetings and interim shareholders’ meetings. The regular shareholders’ meeting shall be convened within 6 months after close of each fiscal year. The interim shareholders’ meeting may be convened according to laws whenever the Company deems necessary.
Article 14. A written notice shall be given to the latest mailing address of each shareholder registered at the Company thirty days prior to the regular shareholders’ meeting or fifteen days prior to the interim shareholders’ meeting. The matter of convening the shareholders' meeting shall be stated in the written notice.
Article 15. Except otherwise provided by the Company Act, resolutions at a shareholders’ meeting shall be adopted by the majority of present shareholders representing the majority of the voting power. The voting power at a Shareholders' Meeting may be exercised by way of electronic means. Attendance via electronic means is deemed to be attendance in person. Related matters shall be handled subject to the relevant regulations.
Article 16. Deleted.
Article 17. Each shareholder of the Company is entitled to one vote for each share held.
Article 18. In case that a shareholder cannot attend a shareholders’ meeting, he/she/it may appoint a proxy to attend the meeting in his/ her/its behalf with a letter of attorney pursuant to the Company Act, and other relevant laws and regulations.
Article 19. For a shareholders' meeting convened by the Board of Directors, the Chairman of the meeting shall be appointed in accordance with the provisions of Paragraph 3 Article 208 of the Company Act; whereas for a shareholders' meeting convened by any other person with the convening right but without the Board, he/she shall act as the Chairman of the said meeting. In case that two or more people have the convening right, the Chairman of the meeting shall be elected from among themselves.
Article 20. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or personal seal of the Chairman of the meeting. The meeting minutes along with the attendance book, and letters of attorney of the meeting, shall be archived in accordance with laws and regulations. The abovementioned minutes of the shareholders' meeting shall be distributed to all shareholders within twenty days after close of the meeting pursuant to the provisions of the Company Act.

Chapter 4. Directors and the Audit Committee

Article 21. The Company shall have 7 to 11 directors, who are elected from the competent persons by the shareholders’ meeting. If the vacancy in the office of the directors is up to one third of the Board of Directors, the Board of Directors shall convene a special shareholders’ meeting within 60 days to elect new directors to fill such vacancy, who shall hold office for the remaining term of office of the director whose office is vacant.

Since the 12th term of the Board of Directors, among the directors as described in the preceding paragraph, the number of independent directors shall not be less than two and one fifth of the total number of directors.

For election of directors, the candidate nomination system as described in Article 192-1 of

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the Company Act is adopted. The shareholders shall elect the directors from among the nominees in the list of director candidates. Related matters concerning the implementation of this system shall be conducted pursuant to related laws and regulations, such as the Company Act and the Securities and Exchange Act. With respect to independent directors, matters concerning the professional qualifications, restrictions on shareholdings and concurrent positions held, and methods of nomination and selection, as well as other matters subject to compliance shall be subject to related laws and regulations.

Article 21-1The Company shall set up an Audit Committee, which shall be composed of all independent directors. The audit committee and the members of the Audit Committee are responsible for executing the authority of the Supervisors according to the Company Act, Securities and Exchange Act and other relevant regulations.
Article 22. The term of office of the directors shall be three years, and the directors are eligible for reelection.

The remuneration of directors of the Company shall be determined by the Board of Directors taking reference to the level of remuneration adopted by peer companies and listed companies.

Article 23. The scope of powers and duties of the Board of Directors is as follows:

To draw up the business guidelines.
To examine and verify the important regulations and contracts.
To hire or dismiss the executives.
To set up and dissolve the branch offices.
To examine and verify the budgets and financial reports.
To determine mortgage, sale or otherwise disposal of the Company’s important properties.
To make recommendations to the shareholders’ meeting regarding modification to the Articles of Incorporation, alteration of capital, and dissolution of the Company and its amalgamation with other companies.
To make recommendations to the shareholders’ meeting regarding surplus distribution.
To determine other important matters.
Article 24. The directors shall elect one of them as the Chairman.
Article 25. The Chairman is authorized to represent the Company, and has full power to take charge of all important matters of the Company. Nevertheless, the power of the Chairman shall be restricted by law and regulations, the Articles of Incorporation, and the resolutions of shareholders’ meetings and the Board meetings.
Article 26. Apart from the first meeting of each term of newly elected Board of Directors, which shall be convened by the director with most votes, the Board meeting shall be convened by the Chairman of the Board of Directors. In calling a Board meeting, the convener shall send a notice to each director no later than seven days prior to the scheduled meeting date. However, in the case of emergency, the Board meeting may be convened at any time. The Board meeting shall be held in the territory of the ROC.

The meeting notice as described in the preceding paragraph shall specify the subject of the meeting and may be delivered in writing, by E-mail or by fax.

Article 27. The Board meeting shall be presided over by the Chairman of the Board of Directors. In case
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that the Chairman is absent, one director shall be appointed to act as a substitute pursuant to Article 208 of the Company Act.

Article 28. Unless otherwise provided by the Company Act, the Board meeting shall be held with at least half of directors present and resolutions of the meeting shall be adopted by consent of a majority of the directors present.
Article 29. A director may authorize in writing another director to attend a Board meeting on his/her behalf and exercise voting rights on all motions proposed at the meeting. Nevertheless, each director can only represent one other director at the meeting. In case that the Board meeting is held in the form of a video conference, all directors who participate in the video conference are deemed as participating in the Board meeting in person.
Article 30. Directors shall adopt the resolutions of the Board meeting and exercise their functional duties.
Article 31. Deleted.
Article 32. Deleted.
Article 33. The Board of Directors shall have a secretary to take charge of all the important documents, contracts and stocks of the Board of Directors and the Company.
Article 33-1

The Company may purchase liability insurance for directors and officers on the compensation for which they may be held responsible according to laws in the scope of performing duties.

Chapter 5. Personnel

Article 34. The Company may have one chief executive officer, one general manager, several managerial officers, of which the hiring, dismissal and remuneration shall be conducted in accordance with resolutions of the Board of Directors.
Article 35. Deleted.
Article 36. Deleted.

Chapter 6. Financial Reports

Article 37. The fiscal year of the Company starts on Jan. 1 of each year and ends on Dec.31 of the same year. The Board of Directors shall prepare and submit the following documents to the annual shareholders’ meeting for ratification according to legal procedures.
Business Report.
Financial statements.
Surplus earnings distribution or loss make-up proposal.
Article 38. In case that the Company has profit left over from deducting employees’ compensation and directors’ remuneration from pre-tax profit for a fiscal year, no less than 0.5% of this profit shall be allocated as employees’ compensation. The payment of such compensation shall be made either by stock or in cash, which shall be decided by the Board of Directors. The recipients of the said profit include employees from subsidiary companies who meet certain conditions. The Board of Directors may also decide to allocate no more than 0.75% of the said profit as directors’ compensation. The allocation of employees' and Directors' compensation shall be reported to the shareholders' meeting.

Nevertheless, in case that the Company has an accumulated deficit, a sum to make up the losses shall be reserved from the said profit before it is allocated to pay for the employees’ compensation and directors’ remuneration pro rata as described in the preceding paragraph.

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Article 39. In case that when the Company made profit in a fiscal year, the profit shall be appropriated, less any paying taxes and deficit, 10% thereof as legal reserve, special reserve provided or reversed in accordance with the regulations, and 30% to 100% of the sum of the remainder and prior years' unappropriated earnings as dividends. The Company's Articles of Incorporation also prescribe that 30% to 100% of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company's board of directors and resolved in the shareholders' meeting for distribution of dividends and bonus to shareholders.

Chapter 7. Supplementary Provisions

Article 40. The internal organization and business handling rules of the Company shall be decided by the Board of Directors.
Article 41. Matters unspecified in the Articles of Incorporation shall be subject to the Company Act of the Republic of China.
Article 42. The Articles of Incorporation are unanimously agreed by all sponsors, and are enacted on May 22, 1986. Since then, the Articles of Incorporation has been amended for 34 times as follows: 1st amendment on Aug. 23, 1986; 2nd amendment on May 20, 1987; 3rd amendment on Aug. 3, 1987; 4th amendment on Sep. 25, 1987; 5th amendment on Nov. 5, 1987; 6th amendment on Feb. 25, 1988; 7th amendment on Nov.10, 1988; 8th amendment on Jul. 20, 1989; 9th amendment on Feb. 1, 1990; 10th amendment on Apr. 2, 1990; 11th amendment on Sep. 24, 1990; 12th amendment on Dec. 17, 1990; 13th amendment on Nov. 8, 1991; 14th amendment on Feb. 29, 1992; 15th amendment on Dec. 29, 1992; 16th amendment on Sep. 1, 1993; 17th amendment on Nov. 2, 1993; 18th amendment on Oct. 28, 1994; 19th amendment on Oct. 28, 1995; 20th amendment on Nov. 16, 1996; 21st amendment on Nov. 8, 1997; 22nd amendment on Mar. 8, 1999; 23rd amendment on Nov. 27, 2000; 24th amendment on Dec. 6, 2001; 25th amendment on Nov. 28, 2002; 26th amendment on Nov. 30, 2005; 27th amendment on Jun. 17, 2010; 28th amendment on Jun. 15, 2011; 29th amendment on Jun. 6, 2012; 30th amendment on Jun. 14, 2013; 31st amendment on Jun. 18, 2014; 32nd amendment on Jun. 26, 2015; 33rd amendment on Jun. 15, 2016; 34th amendment on Jun. 22, 2017 and 35th amendment on Jul. 22, 2021.

Standard Foods Corporation

Chairman: Ter-Fung Tsao

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Appendix II Regulations Governing the Acquisition and Disposal of Assets

Standard Foods Corporation Regulations Governing the Acquisition and Disposal of Assets (Before Amendment)

Chapter 1 General Provisions

I. Purpose:

The Company's Handling Procedures for Acquisition and Disposal of Assets is prescribed in according to Article 36-1 of the Securities and Exchange Act and Regulations Governing the Acquisition and Disposal of Assets by Public Companies that is prescribed by the competent authority.

II. Scope of applications for assets:
(I) Long- and short-term Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
(II) Real property (including land, houses and buildings, investment real property, land use rights and construction enterprise inventory) and equipment.
(III)Memberships.
(IV)Patents, copyrights, trademarks, franchise and other intangible assets.
(V) Right-of-use assets
(VI)Derivatives: Refer to forward contracts, option contracts, futures, leverage contracts, swap contracts, any combination of the above or structured contracts/products with embedded derivatives where values are derived from specific interest rates, prices of financial instruments, commodity prices, exchange rates, prices or price indices, credit ratings, credit indices or other variables. The forward contracts mentioned here do not include insurance contract, performance contract, after-sale service contract, long-term lease contract or longterm (purchase) sales contract.
(VII)Assets acquired or disposed of through legal merger, divestment, acquisition or share exchange: Refer to assets acquired or disposed of during a merger, divestment, or acquisition in accordance with the Business Mergers and Acquisitions Act, Financial Holding Company Act, the Financial Institutions Merger Act or other relevant laws, or new shares issued in exchange of another company's shares (i.e. share exchange) under Article 156-8 of the Compact Act.

(VIII)Other major assets.

III. Evaluation procedures:
(I) The Company acquiring or disposing of securities investment or engaging in derivatives transactions shall have its financial and accounting departments analyze the relevant benefits and assess the possible risks. Acquiring or disposing of real estate or other assets shall have each department prepare capital expenditure plans in advance and conduct feasibility assessment on the purpose of acquisition or disposal and the expected benefits.
(II) When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. For negotiable securities, private placement, membership and intangible assets that are acquired or disposed of in the centralized securities exchange market or the OTC market, and the transaction amount exceeds 20% of the Company's paid-in capital or NT$300 million, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render
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an opinion on the reasonableness of the transaction price. The CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. However, this requirement does not apply to securities that are openly quoted in an active market or in circumstances where the competent authority has regulated otherwise.

(III)If the transaction amount of real estate or equipment acquired or disposed of is more than 20% of the Company's paid-in capital or NT$300 million, the Company shall first consult an objective and fair professional appraiser (referred to as a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment) to issue an appraisal report, and the Company should obtain the information before the date of occurrence. For assets acquired or disposed of through court auctions, a documentary proof issued by the court can be used in place of the valuation report or CPAs’ opinions. If a real property is to be purchased from a related party, assess the reasonableness of the transaction terms and other matters in accordance with Chapter Two of the Procedures.
(IV)Prior to commencing business merger, spin-off, acquisition or transfer of shares, the Company shall engage a certified public accountant, lawyer, or securities underwriter to provide opinions with regards to the exchange ratio, the acquisition price, or the amount of cash or other properties distributed to shareholders before the proposal is presented for board of directors' resolution. These opinions are subject to discussion and resolution by the board of directors. However, experts' opinions are not required for mergers between the Company and subsidiaries in which it holds 100% ownership interest or authorized capital, and mergers between subsidiaries in which the Company holds 100% ownership interest or authorized capital.
(V) The method and basis for determining the price of assets acquired or disposed of by the Company shall be subject to the following procedures in addition to the abovementioned professional appraisal and opinions from the accounts and other experts:
The acquisition or disposal of securities that have been traded in a centralized market or OTC market is determined based on the prevailing equity or bond price.
For securities not acquired or disposed of through the centralized market or OTC market, the prices shall be determined after taking into account the profitability, potential of future development, market interest rates, bond coupon rates and debtors' creditability, and are subject to the latest transaction price at the time.
When acquiring or disposing of memberships, the benefits to be generated should be considered based on the latest transaction price at the time. The acquisition or disposal of intangible assets such as patents, copyrights, trademarks, franchise rights and others should refer to other international or market practices, and consider the number of years in use and the impact on the Company's technologies and businesses.
The acquisition or disposal of real property should be negotiated based on the announced present value, appraised present value and the actual transaction price or book value of other neighboring real property. If a real property is to be purchased from a related party, a calculation should be made according to the methods specified in Chapter 2 of the Procedures to evaluate whether the transaction price is reasonable.
The transaction status, exchange rate and interest rate trends of the futures market should be considered when engaging in derivatives transactions.
The nature of business, net value per share, asset value, technology and profitability, production capacity and potential of future growth should be considered when handling mergers, spin-offs, acquisitions or share transfers.
(VI)Except for transactions involving domestic government agencies, commissioned development of purchased land, commissioned development of leased land, and acquisition/disposal of equipment relevant to business operations or right-of-use assets thereof, all other acquisitions and disposals of property and equipment or right-of-use assets
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thereof amounting to 20% of the Company's paid-in capital or NT$300 million or above shall be supported with appraisal reports prepared by professional appraisers prior to the date of occurrence. These appraisal reports shall also comply with the following provisions:

If, for any reason, the Company is in need of using restrictive, specific or special pricing to serve as reference for the transaction price, the underlying transaction must be approved by the board resolution before proceeding. Any subsequent changes in transaction term shall also be subject to the same procedures.
For transactions that amount to NT$1 billion or more, appraisals from at least two professional appraisers are needed.
If the appraisal concluded by the professional appraisers shows any one of the following circumstances, a certified public accountant shall be engaged to provide opinions with regards to the cause of discrepancy and the rationality of the transaction price in accordance with Statement on Auditing Standards No. 20 published by the Accounting Research and Development Foundation (referred to as the ARDF), except in situations where the appraised price is higher than the price of asset acquired or lower than the price of asset sold:
(1) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
If the appraisal is conducted before the contract date, the appraisers' reports shall be dated no further than 3 months from the contract date. However, if the report still applies to the same current value announced by the government and is no more than six months old, an opinion can be accepted from the original appraiser instead.

IV. Operating procedures:

(I) Limit and level of approval authority
Derivatives trading
- (1) A single or cumulative transaction position below NT$50 million (including NT$50 million) is conducted by a person designated by the chairman in accordance with the changes of the Company's revenue and risk position. An amount exceeding NT$50 million must be approved by the chairman.
- (2) In order for the Company's authorization to cooperate with banks' supervisory management, banks must be notified of the personnel authorized for transactions.
- (3) Derivatives transactions conducted in accordance with the abovementioned authorization shall be reported to the board.
Acquisition of real property from a related party: Relevant materials should be prepared in accordance with the provisions of Chapter 2 of the Procedures, and the acquisition is subject to the approval by the board and the ratification by the audit committee.
Mergers, spin-offs, acquisitions or share transfers: Relevant procedures and materials should be prepared in accordance with the provisions of Chapter 4 of the Procedures. Mergers, spin-offs and acquisitions are subject to the resolution of shareholder meetings. An exception can be made for those that do not require the convening of shareholder meetings in accordance with other regulatory requirements. Share transfers are subject to the approval by the board.
Others: The president is authorized to conduct transactions within the limit set in Article 6 of the Procedures. If a transaction meets the requirements for public announcement as specified in Article 5, unless it is an acquisition or disposal of operating equipment which should be ratified by the board afterwards, it shall be reported to the board for resolution.
(II) Responsible units and transaction processes
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The units responsible for conducting trading of long- and short-term marketable securities and derivatives are the financial and accounting departments and the personnel designated by the chairman. The transactions of real estates and other assets are conducted by the units that will use the assets and the relevant responsible units. Mergers, spin-offs, acquisitions or share transfers are conducted by the unit designated by the chairman. For acquisition or disposal of assets that have been assessed and approved, the responsible units will conduct contracting, receipt and payment, delivery, acceptance and other transaction procedures in accordance with the relevant provisions of the internal control protocols, depending on the nature of the assets. Acquisition of real estate from related parties, engaging in derivates trading and conducting mergers, spin-offs, acquisitions or share transfers are subject to Chapter 2 to 4 of these Procedures.

V. Public announcement and regulatory filing procedures:
(I) Asset acquisitions and disposals that involve any of the following shall be announced and reported within 2 days of occurrence over the website designated by the competent authority.
1. Real estate properties or right-of-use assets thereof acquired from or disposed of to related parties, or other non-real estate assets thereof acquired from or disposed of to related parties that amount to 20% of the Company's paid-up capital, or 10% of total assets, or NTD 300 million or above. This excludes trading of domestic government bond, repurchase/resale agreement, and subscription or redemption of money market funds issued by domestic securities investment trust companies.
2. Mergers, spin-offs, acquisitions or transfer of shares.
3. Derivative transactions accumulating losses more than the aggregate or individual contract caps prescribed in Paragraph 4, Article 13 of Chapter 3 of the Procedures.
4. Acquisition or disposal of operating equipment or right-of-use thereof with an unrelated party, and the transaction amount meets any of the following requirements:
  1. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
  2. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
5. Acquisition of real estate property in the form of development over purchased land, development over leased land, joint development with separate ownership, joint development with proportional holding, or joint development with partial sale, where the counterparty is unrelated and in which the Company expects to invest NT$500 million or more.
6. Transaction of assets other than the ones listed in the 5 subparagraphs above, disposal of debt entitlement by a financial institution, or investment into the Mainland that amounts to 20% of the Company's paid-up capital or NT$300 million or above. However, the following transactions can be excluded:
  1. Trading of domestic government bonds.
  2. Where the company specializes in the investment profession, any securities traded through the TWSE or over the counter by securities firms, or ordinary corporate bonds and ordinary bank debentures without equity attribute subscribed in the primary market (excluding subordinated bonds), or subscription/redemption of securities investment or futures trust funds.
  3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
    - Calculation of the above amounts shall be conducted in accordance with the methods below:
    - (1) Amount of each transaction.

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 - (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

 - (3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

 - (4) Cumulative amount of the same securities acquired or disposed of (acquisitions and disposals accumulate separately) over the past one year.

(II) The Company shall provide monthly reports on all derivative transactions undertaken by the Company and non-public domestic subsidiaries up until the end of the previous month, and submit such reports to the website designated by the competent authority before the 10th calendar day of each month.
(III) If errors or omissions are discovered in the mandatory announcements where rectifications are required, the Company shall start afresh and announce/report all items again within 2 days from the date of knowledge.
(IV) Should any of the following circumstances arise after the Company has announced or reported its transactions according to the terms of the public announcement or reporting, the Company shall update all relevant information to the website designated by the competent authority within 2 days after the date of occurrence:
1. Any change, termination, or annulment of the original contract.
2. The merger, divestment, acquisition, or share exchange is not completed before the scheduled date.
VI. Scope and quota of investment:

In addition to acquiring assets for operations, the Company and the subsidiaries may invest in real estate and marketable securities that are not for operations, and the quota of purchase is subject to the limits and restrictions below.

(I) The sum of non-business real estate property held must not exceed 50% of the Company's shareholders equity on the latest financial statement. For subsidiaries, the amount shall not exceed 50%.
(II) The total amount of marketable securities held must not exceed 150% of the Company's shareholders equity on the latest financial statement. For subsidiaries, the amount shall not exceed 100%.
(III) The limit of investment in individual marketable securities held must not exceed 50% of the Company's shareholders equity on the latest financial statement. For subsidiaries, the amount shall not exceed 100%.
VII. Control procedures for the acquisition and disposal of assets by subsidiaries:
(I) Subsidiaries of the Company shall also establish their "Procedures for Acquisition or Disposal of Assets" in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, which shall be approved by the board before being sent to the audit committee and reported to the shareholder meetings for approval. The same applies to all subsequent revisions.
(II) The acquisition or disposal of assets by the Company's subsidiaries are subject to their respective "Internal Control System" and "Procedures for Acquisition or Disposal of Assets", and the acquisition or disposal of assets of the previous month and the status on the derivatives trading as of the end of the previous month shall be summarized and reported to the Company for filing by the 7th of each month. The Company's audit unit shall list the acquisition or disposal of assets by subsidiaries as one of the audit items. The status of audit shall be listed as one of the mandatory items for audit operations to be reported to the board and the audit committee.
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(III) If the Company's subsidiaries are not publicly listed companies, and the acquisition or disposal of assets meet the requirements for public announcement and regulatory filing, the Company shall be notified of the events within the day of the occurrence, and will take actions to make public announcements and regulatory filing on the designated website in accordance with the regulations.
VIII. Penalties:

Managers and case specialists handling the acquisition or disposal of assets for the Company in violation of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" introduced by the FSC or the Procedures are given an verbal warning. Secondtime violators will be given a written warning. Repeat violators or those involved in serious circumstances will be transferred.

Chapter 2 Related-Party Transactions

IX. Basis for dentification:
The Company acquires from or disposed of assets to related parties. Related parties and subsidiaries are as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and their legal form and the substantive relationship should both be considered.
X. Resolution:

In the event that the Company engages in any acquisition or disposal of real property or right-ofuse assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of the Company’s total assets, or NTD 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until submitting the following information to the board for approval and the audit committee for ratification:

(I) The purpose, necessity and expected benefits of the asset acquisition/disposal.
(II) The reasons for transacting with a related party.
(III) When acquiring real estate or right-of-use assets from a related party, any information that is relevant to establishing transaction rationality in accordance with the escape clause of Article 11 or 12.
(IV) The date, price, and counterparty at/from which the related party had acquired the asset in the first place, and the relationship between the Company and the initial counterparty.
(V) A cash projection report for the next 12 months starting from the contract month, with comments made on the necessity of the transaction and the rationality of capital usage.
(VI) Professional appraiser's report or CPAs’ opinion obtained in accordance with the rules.
(VII)Restrictions and other important terms of this transaction.
Acquisition and disposal of assets with related parties are subject to the resolution procedures and rationality assessments of the Procedures if they amount to 10% or more of the Company's total assets. In addition, an appraisal report from a professional appraiser or an opinion from a CPA shall be obtained in accordance with the Procedures to support the transaction. Calculation of the above amounts shall be conducted in accordance with the methods below:
Amount of each transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative
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acquisitions and disposals, respectively) of real property thereof within the same development project within the preceding year.

  4. Cumulative amount of the same securities acquired or disposed of (acquisitions and disposals accumulate separately) over the past one year.

  - The "one-year" timeframe mentioned above dates back one year from the date of occurrence. Transactions that have already been announced according to the Procedures can be excluded.

XI. Assess the reasonableness of transaction conditions:
When the Company acquires real property from a related party, except when the related party acquired the real property or right-of-use assets through inheritance or as a gift; or more than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction; or the real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land; or the real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, the following methods should be used to evaluate the reasonableness of the transaction cost, and accountants should be consulted for review and specific opinions.
(I) Add interests of necessary funding and any costs legally borne by the buyer onto the price of the related party transaction. Interests on capital is calculated at the weighted average interest rate that the Company would have incurred if it finances the asset purchase in the year acquired. However, this rate shall not exceed the maximum lending rate for nonfinancial institutions, as regulated by the Ministry of Finance.
(II) If the related party had once pledged the property as collateral and borrowed from a financial institution, the value estimated by the financial institution should be used as reference, provided that the financial institution had lent more than 70% of the property value for more than 1 year. This does not apply if the financial institution is a related party to one of the counterparties.
(III) For purchases that involve both land and buildings, the transaction costs of land and building can be appraised separately using either (I) or (II) of the above methods.
XII. Things to be done when assumed transaction cost is lower than transaction price: When the transaction cost of the appraisal result in accordance with the preceding article is lower than the transaction price, except for the circumstances where there is objective evidence and opinions from professional property appraisers and certified public accountants to support the rationality of the transaction, it should be subject to the rules in paragraph 3.
(I) The related party is acquiring or leasing bare land for new construction, in which case evidence can be raised to prove the following:
1. The value of raw land assessed based on the preceding article plus the value of building, including construction cost and reasonable markup, exceeds the actual transaction price. The term "reasonable markup" is defined as the lower between the average gross profit margin of the related party's construction department in the last 3 years, or the latest gross profit margin of the entire construction industry published by the Ministry of Finance.
2. Units on other floors of the same project or other non-related party transactions taking place in the nearby area in the past year, which were similar in size and the transaction terms were considered to conform with common real estate trading practices and were on equivalent terms after adjusting for floor or location differences.
3. Units on other floors of the same project of other non-related party transactions taking place in the area in the past year, and the transaction terms were considered to conform with common real estate trading or leasing practices and were on equivalent terms after adjusting for floor or location differences.
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(II) Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.
The term "successful transaction in the neighboring district" refers to properties located in the same or nearby street within a 500-meter radius of the underlying property, or properties with similar government-announced current values. The term "similar-size transaction" refers to non-related transactions of areas that are no smaller than 50% of the underlying property. The one-year timeframe mentioned above dates back one year from the date of occurrence in which the real estate property is actually acquired.
(III) The following rules shall apply to real estate properties acquired from related parties where the valuation methods described in the preceding paragraph conclude a value that is lower than the transaction price, and there is no circumstance mentioned in the first paragraph of this Article:
The Company shall provide special reserves equal to the difference between the transaction price and the assessed cost of real estate property thereof in the same manner as described in Paragraph 1, Article 41 of the Securities and Exchange Act. This special reserve cannot be distributed as dividends or capitalized into share capital. Where the Company has made provision for special reserves, the special reserves can only be used if devaluation losses are recognized on the acquired asset during revaluation or disposal, or if compensation or cost is incurred to restore the asset to its original state, or if there is evidence to support the underlying rationale. In which case, use of special reserves is also subject to approval of the Securities and Futures Institute.
The audit committee shall handle these matters in accordance with Article 218 of the Company Act.
Outcomes of the preceding 2 Subparagraphs are to be reported during a shareholder meeting, whereas transaction details are to be disclosed in the annual report and the prospectus.

Chapter 3 Control of derivative instruments trading

XIII.Transaction principles and guidelines:
(I) Types of transactions: The types of derivatives that the Company can trade include forward contracts, options, interest rate and currency swaps, futures and hybrid contracts combining the above contracts. If it is necessary to engage in trading of other instruments, it must be approved by the board resolution.
(II) Operation or hedging strategies: The Company's trading of derivative instruments is divided into hedging and non-hedging (purely for the purpose of trading). The main purpose of strategy should be to avoid operational risks, and the selection of instruments should focus on avoiding risks such as foreign exchange income, expenditure, assets or liabilities. Choosing an appropriate time to engage in "non-hedging" trading of derivatives in response to circumstances is to increase non-operating income or reduce non-operating losses for the Company. Besides, transaction counterparties should be the financial institutions with which the Company has business dealings to avoid credit risks. Before trading, the Company must clearly define the types of transactions for hedging or financial operations in pursuit of investment income as the basis for accounting.
(III) Transaction quota:
- The total amount of transaction contracts and the upper limit of individual contracts are NT$500 million and NT$50 million, respectively.
(IV) Maximum amount of loss for all and individual contracts

The total amount of transaction contracts and the upper limit of individual contracts are

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NT$50 million and NT$5 million respectively, respectively.

(V) Segregation of duties
Personnel handling transactions: They handle the derivatives trading for the Company, and are appointed by the chairman. They are responsible for formulating trading strategies, carrying out trading instructions and disclosing future trading risks within the scope of authorization, and providing real-time information to relevant departments for reference.
Accounting personnel: Responsible for confirming trades and entering them into accounts in accordance with relevant regulations and keeping transaction records. It regularly evaluates the fair market value of positions held and provides the evaluation to the personnel responsible for trading. It provides disclosure on derivative instruments in financial statements.
Finance personnel: Responsible for the settlement of derivatives transactions.
(VI) Essentials of performance evaluation
Hedging transactions: Performance is assessed based on the Company's cost exchange rate on-book and the amount of gains/losses incurred on derivatives. The assessment is conducted at least twice a month, and the performance is submitted to the management for evaluation.
Specific-purpose transactions
- The actual profit and loss generated is used as the basis for performance evaluation. It is conducted at least once a week, and the results are submitted to the management for review.

XIV.Risk management measures:

The Company shall take into account the following scopes of risk management and measures to be adopted when engaging in derivative transactions:

(I) The transaction execution unit should prepare a risk assessment report in terms of credit, market price, market liquidity, cash flow, operation and law, etc., according to the company's risk position and the nature of the instruments before the transaction, and submit the report to the relevant supervisor for approval before execution.
(II) Personnel involved in derivative transactions shall not simultaneously perform trade confirmation or settlement.
(III) The transaction execution unit conducting each transaction in accordance with the Procedures shall obtain the authorized supervisor's approval in advance. After the transaction, the transaction sheet should be filled out and then submitted together with the transaction confirmation and delivery documents to the abovementioned supervisor. The audit department shall regularly audit and supervise the risk control of transactions.
(IV) The transaction execution unit shall evaluate the position risk at least twice a month for the amount of the signed transaction contract, and report any exception to the relevant supervisors authorized by the board.

XV. Internal audit system:

(I) Internal audit personnel must regularly assess the adequacy of internal controls over derivative transactions, and inspect the trade department and analyze transaction cycle on a monthly basis to evaluate compliance with existing procedures. All findings shall be compiled into audit reports, and any major violation discovered has to be reported in writing to the audit committee.
(II) The Company's auditors shall include derivative transactions in the audit plan, report the implementation of the annual audit plan for the previous year to the competent authority by the end of February of the current year, and at the latest by May of the current year report the improvements on abnormal issues to the competent authority for review.
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XVI.Regular assessments and handling of extraordinary circumstances:
(I) Evaluate the transactions of derivatives regularly, and summarize the transactions and profit or loss, which are submitted to the senior executives authorized by the board and chairman for review of management performance and risk assessments.
(II) The board of directors shall supervise the Company's derivative transactions based on the following principles:
1. Delegate senior managers to exercise risk supervision and control over derivative transactions at all times.
2. Evaluate on a regular basis whether or not performance of derivative transactions are consistent with the existing business strategies, and whether or not the risks undertaken are within the Company's tolerance.
(III) Board-delegated senior managers shall supervise derivative transactions according to the following principles:
1. Evaluate on a regular basis whether existing risk management measures are adequate, and are carried out according to the Regulations Governing the Acquisition and Disposal of Assets by Public Companies as well as these Procedures.
2. Monitor trading activities, gains and losses, while taking necessary responsive measures and reporting to the board of directors upon discovering any abnormalities.
(IV) The Company shall maintain a transaction log that details the type and amount of derivatives traded, the board's approval date, monthly or weekly assessment reports and various issues subject to review by the board or senior executives authorized by the board.

Chapter 4 Mergers, spin-offs, acquisitions or transfer of shares

XVII.Prior to commencing business merger, spin-off, acquisition or transfer of shares, the Company shall engage a certified public accountant, lawyer, or securities underwriter to provide opinions with regards to the exchange ratio, the acquisition price, or the amount of cash or other properties distributed to shareholders before the proposal is presented for board of directors' resolution. These opinions are subject to discussion and resolution by the board of directors.
XVIII.When engaging in a business merger, spin-off or acquisition, the Company shall compile important details of the contracts into public reports and present them to shareholders along with aforementioned experts' opinions before the shareholder meetings. These documents will serve as reference for shareholders' decision on whether to support the merger, spin-off or acquisition. This excludes circumstances where the Company is exempted by law to resolve the business merge, spin-off, or acquisition through a shareholder meeting. If any participant of the business merger, spin-off, or acquisition is unable to convene a shareholder meeting or produce a resolution, or if the motion is voted down by shareholders, or other reasons, the Company shall immediately announce to the public the causes of the discontinuance, any follow-up actions, and the estimated date of the next shareholder meeting.
XIX.Unless otherwise regulated by law or approved by the competent authority in advance, all participants of a business merger, spin-off, or acquisition shall convene a board of director meeting and a shareholder meeting on the same day to resolve the business merger, spin-off, or acquisition. Unless otherwise regulated by law or approved by FSC in advance under special circumstances, all participants of a share exchange shall convene a board of directors meeting on the same day to resolve the decision.
Where a merger, divestment, acquisition, or share exchange involves a TWSE or TPEX-listed company, the following information must be documented and kept for 5 years.
(I) Personnel profile: The title, name and ID card number (or passport number for foreigners) of
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any person involved in the planning or execution of merger, divestment, acquisition or share exchange before the information is made public.

(II) Important dates: Including the date when the letter of intent or memorandum of understanding is signed, the date of engagement with financial or legal consultants, the date of contract and the date of board of directors meeting.
(III) Important documents and minutes: Including the merger/divestment/acquisition/share exchange plan, letter of intent or memorandum of understanding, major contracts and board of directors meeting minutes.

Where a merger, divestment, acquisition, or share exchange involves a TWSE or TPEX-listed company, all information listed in Sub-paragraphs 1 and 2 of the preceding Paragraph shall be reported to the competent authority over the online system using the prescribed format within 2 days from the board resolution date.

If a participant of the business merger, divestment, acquisition or share exchange is a non-public listed company, all TWSE/TPEX-listed companies involved shall sign an agreement with the nonpublic listed company and execute the transaction according to Paragraphs 3 and 4.

XX. Exchange ratio for shares and acquisition price:
When the Company engages in a business merger, spin-off, acquisition or share exchange, terms including the share exchange ratio and the acquisition price cannot be changed except under the circumstances described below.
(I) Cash issue and issuance of convertible bond, stock dividend, corporate bond with warrant, preferred share with warrant, warrant and any securities of equity nature.
(II) Disposal of major assets or other behaviors capable of influencing the Company's financial or business performance.
(III) Major disasters, technological changes and other events capable of impacting shareholders' equity or securities prices.
(IV) Adjustment for treasury stocks purchased by any participant of the business merger, divestment, acquisition or share exchange.
(V) Changes to the organization or number of participants in a business merger, divestment, acquisition or share exchange.
(VI) Other circumstances specified in the contract under which the Company is permitted to make such changes, provided that the terms have been disclosed to the public.

XXI.Items to be recorded in the contract:

When the Company engages in a business merger, spin-off, acquisition or share exchange, the underlying contract shall address all parties' rights and obligations in the merger, spin-off, acquisition or share exchange, and the aforementioned share exchange ratio or acquisition price, and specify the following details.

(I) Handling of default.
(II) Treatment for any securities of equity nature issued by the non-surviving party of a merger or by the spin-off company, or any treasury stocks purchased.
(III) Amounts of treasury stock that participating companies may purchase after setting the exchange ratio and exchange date, and how the treasury stocks are treated.
(IV) Treatment for any changes in the organization or the number of participating companies.
(V) The expected execution progress and the estimated date of completion.
(VI) The estimated date of shareholder meeting and relevant procedures in case the project is not completed on the due date.
XXII.Other matters to be noted then Engaging in Mergers, Spin-Offs, Acquisition or Transfer of Shares:
(I) All parties involved or possessing knowledge of a merger, spin-off, acquisition or share
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exchange shall issue a written commitment not to disclose any information until the plan is made public. The written commitment shall also prohibit the trading of shares or securities of equity nature pertaining to the deal, whether in own name or in the names of others.

(II) If a participant of the business merger, spin-off, acquisition or share exchange intends to engage in another business merger, spin-off, acquisition or share exchange with another company after the initial deal is made public, all procedures or legal actions completed on the initial deal must start afresh by all participants. However, this excludes situations where the total number of participants has decreased as a result of the second deal, and that a resolution has been made in a shareholder meeting to authorize the board of directors to change the terms of the initial deal; in which case, participants need not convene another shareholder meeting to resolve the board's decision.
(III) If the merger, spin-off, acquisition, or share exchange involves a party that is not a public company, the Company shall sign an agreement with that particular party and execute the transaction according to the terms outlined in Article 21 and the preceding two subparagraphs of the Procedures.

Chapter 5 Other important matters

XXIII.All contracts, meeting minutes, transaction logs, valuation reports, and accountant's, lawyer's, or securities underwriter's opinions relevant to the acquisition or disposal of assets shall be retained within the Company for at least 5 years unless otherwise specified by law.
XXIV.Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters who provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be related parties with one another.
XXV.The "10% of total assets" requirements are based on the individual or separate financial reports as specified by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
In the event that the Company whose shares have no par value or a par value other than NT$10for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted. Any terminology not defined in the Procedures shall be governed by "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" established by the competent authority. The formulation of the Procedures is resolved by the board before being submitted to the audit committee for review, and the Procedures are then reported to the shareholder meeting for approval, and likewise for revision. If there are directors who express dissent and there are records or written statements, the Company shall submit the dissenting opinions to the audit committee. If the Company has independent directors in place, independent directors' opinions shall be fully taken into consideration when the transaction is proposed. Any objections or qualified opinions expressed by independent directors shall be detailed in board meeting minutes.
XXVI.The Procedures were established on November 7, 2003. 2nd amendment was made on June 13, 2007, 3rd amendment was made on June 6, 2012, 4th amendment was made on June 18, 2014, 5th amendment was made on June 15, 2016, 6th amendment was made on June 15, 2017, 7th amendment was made on June 13, 2019.
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Appendix III Rules of Procedures for the Shareholders’ Meeting

Standard Foods Corporation Rules of Procedures for the Shareholders’ Meeting

(Before Amendment)

I. Unless otherwise prescribed by relevant laws and regulations, the shareholders’ meeting of the Company shall be conducted in accordance with the Rules of Procedure for the Shareholders’ Meeting.
II. The Company shall provide a sign-in book to allow the attending shareholders to sign in or else attending shareholders may also submit the attendance card in lieu of signing in.
The number of shares represented by attending shareholders shall be calculated in accordance with the sign-in book and submitted attendance cards, plus shares of those shareholders who exercise their voting rights electronically.
III. The participation and voting by shareholders shall be duly calculated based on the number of shares they hold.
IV. The meeting shall be held at the location of the Company or other venues convenient for the shareholders’ attendance and suitable for holding the meeting. The Meeting shall not begin at a time earlier than 9:00 a.m. or later than 3:00 p.m.
Electronic transmission shall be listed as one of the channels for shareholders to exercise their voting power, of which the exercise method shall be described in the Meeting notice. A shareholder who exercises his/her voting rights at a shareholders meeting by electronic means shall be deemed to have attended the shareholders’ meeting in person. However, they shall be deemed to have waived their voting power in respect of any special motions and any amendments or substitute to the original proposals of the Meeting.
V. If the shareholders’ meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be preside over the meeting. If the Chairman is on leave or unable to exercise his powers and duties for any reasons, the Vice Chairman shall chair the meeting in place of the Chairman; if no Vice Chairman is appointed or the Vice Chairman is also on leave or is unable to exercise his powers and duties for any reasons, the managing director designated by the Chairman shall preside over the meeting; if there is no managing director, a director shall be designated to preside over the meeting; if the Chairman does not designate the chair of the meeting, the managing directors or directors shall elect one of them to preside over the meeting.
VI. The Company may appoint its designated counsels, CPAs, or other relevant personnel to attend the meeting.
Staff at the shareholders' meetings shall wear ID badges or arm badges.
VII. The whole process of the meeting shall be audio recorded or videotaped from beginning to end, of which the files shall be kept for at least one (1) year.
VIII.The Chair of the Meeting shall call the meeting to order at the scheduled time. Nevertheless, if the shares represented by the attending shareholders have not reached more than half of the total shares issued, the Chair may announce postponement of the meeting. However, the postponement shall be limited to two times and the meeting shall not be postponed for more than one hour in total. In case that after postponements for twice, the shares represented by the attending shareholders have not reached more than one third of the total shares issued, tentative resolutions may be passed in accordance with the first Paragraph of Article 175 of the Company Act.
In the event that the shares represented by the attending shareholders have reached more than half of the total share issued before the end of the meeting, the chair of the meeting may resubmit previously passed tentative resolutions to the meeting for voting in accordance with Article 174 of the Company Act.
IX. If the shareholders’ meeting is convened by the Board of Directors, the agenda of the meeting shall be prepared by the Board of Directors. The meeting shall proceed in accordance with the
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agenda which may not be changed without a resolution of the meeting.

Except by a resolution of the meeting, the Chair shall not announce adjournment of the meeting before completion of the all scheduled items on the agenda (including special motions).

  - After the meeting is adjourned, the shareholders shall not elect another chairman to resume such meeting at the same location or seek an alternative venue. Nevertheless, in the event that the Chair adjourns the meeting in violation of the Rules of Procedure, the attending shareholders may designate, by agreement of a majority of votes, one person as the Chair to continue the Meeting.

X. Before speaking at the meeting, the attending shareholders shall submit a slip of paper summarizing the speaking subject, shareholder account number (or attendance ID number) and account name. The Chair shall determine the order of speaking.
- An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event that the content of the speech made by a shareholder is inconsistent with that specified on the speech note, the confirmed content of the actual speech shall prevail.
- When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairman and such speaking shareholder; the chairman shall stop any such violations.
XI. Without the consent of the Chair of the meeting, each shareholder shall not make a speech on the same discussion item more than two times and each time shall not exceed five minutes.
- The chairman may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.
XII. If a legal person is appointed to attend the shareholders’ meeting, this legal person may appoint only one representative to attend the meeting.
- In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may speak for the same issue.
XIII.After the speech of an attending shareholder, the Chair of the meeting may respond in person or appoint an appropriate person to respond.
XIV.Where the chairman believes an issue has been discussed in the meeting up to the level for voting, the chairman may announce discontinuance of the discussion process and bring that issue to a vote.
XV. The scrutineer and the vote counter shall be appointed by the Chair, and the scrutineer shall be a shareholder. The results of voting shall be announced onsite and recorded in the minutes of the meeting.
XVI.During the process of the meeting, the chairman may announce a recess at an appropriate time. XVII.Unless otherwise specified in the Company Act and the Articles of Incorporation, a resolution shall be adopted by a majority of votes represented by the attending shareholders at the meeting. At the time of voting, the proposed case is deemed adopted if there is no objection when consulted by the Chair of the Meeting and its effect is the same as vote by ballot.
XVIII. In the event that an amendment or a substitute comes out of the same proposal, the chair shall fix the order of voting for the original proposal and the amendment or the substitute. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.
XIX. The Chair may direct the disciplinary personnel (or security personnel) to assist in maintaining the order of the meeting. The disciplinary personnel (or security personnel) shall wear arm badges reading “Disciplinary Officer” while assisting in maintaining the order of the meeting.
XX. These Rules and any amendments hereto shall be implemented with approval of the shareholders’ meeting.
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Appendix IV Rules of Procedures for the Election of Directors

Standard Foods Corporation Rules of Procedures for the Election of Directors

Adopted by the shareholders’ meeting on Jun.15, 2016

I. The election of directors of the Company shall be processed in accordance with this policy.
II. The election of directors of the Company shall be conducted at the shareholder meeting.
III. The election of the Company's directors shall adopt the cumulative voting method. The name of candidates may be replaced by the attendance card number printed on the ballots. Each share is vested with voting rights equal to the number of directors to be elected. These voting rights may be concentrated on one candidate or spread across multiple candidates. The election of independent and non-independent directors should be held together, and the number of people elected are counted separately. Election ballots shall be prepared by the board, and shall be numbered with a shareholder account number and the number of voting rights.
IV. The number of the Company's directors, who are elected based on their capacity to act and qualifications, is subject to rules specified in the Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two candidates receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner. The chairperson performs the drawing on behalf of those who cannot attend the drawing in person. The election of directors (including independent directors) shall adopt the nomination approach in accordance with Article 192-1 of the Company Act.
V. At the beginning of the election, the chair appoints ballot examiners, tellers and counters to perform various duties required in the event.
VI. The ballot box will be made available by the board of directors, and shall be opened for inspection by the ballot teller prior to voting.
VII. If the candidate is a shareholder, voters will have to specify both shareholder account name and number in the "candidate" field of the ballot. If the candidate is not a shareholder, the candidate's name and ID card number will have to be specified instead. However, if the candidate is a government institution or a corporate shareholder, the name of the government institution or corporation shall be specified in the "candidate" field of the ballot. If there are multiple representatives, the names of all representatives shall be specified in the ballot.
VIII.Ballots are considered void in any of the following circumstances:
Ballots specified in the Rules are not used.
Casting of blank ballot into the ballot box.
Ballots with illegible writing or are altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a crosscheck shows that the candidate's name and identity card number do not match.
Ballots that contain writings other than the candidate's account name, shareholder account number (or identity document number) and the voting rights allocated.
Any one item of the account name (name), shareholder account number (ID number), and number of rights is missing or has been altered after being filed.
There is more than one name of the candidate to be elected on the same ballot.
IX. The ballots shall be counted during the shareholders’ meeting immediately after they are cast. The results shall be announced by the chairman.
X. The elected directors are given certificates of election after the conclusion of the voting.
XI. Any outstanding issues not specified in the policy are to be handled in accordance with the
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Company Act and the related regulations.

XII. These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.
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Appendix V Directors' Shareholding Status on Book Closure Date for This Shareholders' Meeting

Standard Foods Corporation

Register of	Register of		Standard Foods Corporation	Standard Foods Corporation	Standard Foods Corporation	Standard Foods Corporation	Standard Foods Corporation	Standard Foods Corporation	Standard Foods Corporation
Directors			Base day: April 18, 2022
Title	Name	Date elected	Shareholding while elected			Current shareholding			Remarks
			Category	Shares	Shareholding ratio (%)	Category	Shares	Shareholding ratio (%)
	Mu Te Investment Co. Ltd.						22,650,057	2.48%
Chairman
	Representative:Ter-FungTsao

Directors	Mu Te Investment Co. Ltd.
		2019.06.13	Common stock	22,650,057	2.48%	Common stock
	Representative: Jason Hsuan

Directors	Mu Te Investment Co. Ltd.
	Representative: Wendy Tsao
Directors	Charng Hui Ltd.	2019.06.13	Common stock	6,669,471	0.73%	Common stock	6,669,471	0.73%
	Representative: Arthur Tsao
Independent		2019.06.13			0.00%			0.00%
	Ben Chang		Common stock	0		Common stock	0
Director

Independent		2019.06.13			0.00%			0.00%
	George Chou		Common stock	0		Common stock	0
Director

Independent		2019.06.13			0.00%			0.00%
	Daniel Chiang		Common stock	0		Common stock	0
Director

Total			Common stock	29,319,528		Common stock	29,319,528

Total shares issued as of June 13, 2019: 915,089,591 shares Total shares issued as of April 18, 2022: 915,089,591 shares

Note All directors of the Company legally hold shares: 29,282,866 shares, hold as of April 18, 2022: 29,319,528 shares The Company has set up an Audit Committee, so the supervisor's legally held shares are not applicable

◎The shareholding of independent directors is not calculated in the shareholding of directors.

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SFC — AGM Information 2022

51753_rns_2022-07-04_3c52d0ae-bb60-4a0d-b8bb-95f40352e096.pdf

Handbook for 2022 Annual Shareholders’ Meeting

Contents

Chapter 1. Meeting Procedures

Standard Foods Corporation

Procedure of 2022 Annual Shareholders’ Meeting

Chapter 2. Meeting Agenda

Standard Foods Corporation Agenda of 2022 Annual Shareholders’ Meeting

I. Reports

(I) 2021 Business Report, please refer to Attachment 1.

II. Ratifications

Proposal Ⅱ: (Proposed by the Board of Directors)

III. Discussions

IV. Election Item

V. Other Proposals

Proposal Ⅰ: (Proposed by the Board of Directors)

VI. Extempore Motions VII.Adjournment

Chapter 3. Attachments

Attachment I 2021 Business Report 2021 Business Report of the Company

I. Consolidated operating results of 2021

II. Summary of 2022 Business Plan and Future Development Strategies

1. External competitive environment

IV. Overview of Business Operations

Attachment II 2021 Audit Committee’s Review Report

Standard Foods Corporation Audit Committee’s Review Report

Standard Foods Corporation

Attachment III Auditor’s Report and 2021 Individual Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimate of Return Liability

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

STANDARD FOODS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Attachment IV Auditor’s Report and 2021 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimate of Return Liability

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

STANDARD FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

STANDARD FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

STANDARD FOODS CORPORATION AND SUBSIDIARIES

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Attachment V Comparison Table for Amendments to the “Articles of Incorporation”

Attachment VI Comparison Table for Amendments to the “Regulations Governing the Acquisition and Disposal of Assets”

Standard Foods Corporation

Attachment VII Comparison Table for Amendments to the “Rules of Procedures for Shareholders’ Meeting”

Standard Foods Corporation

Attachment VIII Candidates of Directors and Independent Directors

Chapter 4. Appendixes Appendix I Articles of Incorporation

Standard Foods Corporation Articles of Incorporation (Before Amendment)

Chapter 1. General Provisions

Chapter 3. Shareholders’ Meeting

Chapter 4. Directors and the Audit Committee

Chapter 5. Personnel

SFC AGM Information 2022