SFC - AGM Information 2022 | FinancialReports.eu

Stock Code ： 1227

Standard Foods Corporation 2022 Annual General Shareholders’ Meeting Minutes

(Translation)

Type of Meeting ： Physical Meeting

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)

Total outstanding SFC shares (excluding shares with no voting right as provided by Article 179

of the Company Law) ： 908,420,120 shares

Total shares represented by shareholders present in person or by proxy ： 637,951,849 shares. (580,317,449 shares exercised via electronic transmission)

Percentage of shares held by shareholders present in person or by proxy ： 70.22%

Directors present ： Ter-Fung Tsao, Arthur Tsao

Indepentdent Directors present ： Ben Chang (Chairman of the Audit Committee), George Chou Sit-in Members ：

Deloitte Touch, Taiwan, Tza-Li Gung(CPA)

Formosa Transnational Attorneys At Law, Fa-Li Lin(Attorney)

Chairman ： Ter-Fung Tsao Recorder ： Verena Shih

The aggregate shareholding of the shareholders present in person or by proxy constituted a

quorum. The Chairman called the meeting to order.

Chairman Remarks(omitted)

I. Reports
(I) 2021 Business Report (please refer to Attachment I)
(II) 2021 Audit Committee’s Review Report (please refer to Attachment II)
(III) Distribution Report of Compensation of Employees and Directors for 2021
- (see Handbook for 2022 Annual Shareholders’ Meeting or search Market Observation Post System Website ： http://mops.twse.com.tw)

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.
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II. Please refer to Attachment I for the Business Report, Please refer to Attachment III for the Auditor’s Report and the 2021 Individual Financial Statements, Please refer to Attachment IV for the Auditor’s Report and the 2021 Consolidated Financial Statements.
III. The proposal is hereby submitted for ratification.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting: 637,951,849

Votes in favor: 624,243,216 (including 566,765,616 exercised via electronic voting), 97.85% of the total represented share present.

Votes against: 294,563 Votes invalid: 0 Votes abstained: 13,414,070

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

Standard Foods Corporation	Standard Foods Corporation
2021 Profit Distribution Statement		Unit: NT$
Beginningbalance 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 theyear		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$1.9per 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.

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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.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting: 637,951,849

Votes in favor: 624,040,483 (including 566,563,883 exercised via electronic voting), 97.81% of the total represented share present.

Votes against: 622,663 Votes invalid: 0 Votes abstained: 13,288,703

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 V for the comparison table of original and amendment to the Articles of Incorporation.
III. The proposal is hereby submitted for resolution.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting: 637,951,849

Votes in favor: 620,705,616 (including 563,229,016 exercised via electronic voting), 97.29% of the total represented share present.

Votes against: 2,438,615 Votes invalid: 0 Votes abstained: 14,807,618

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 VI 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.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result: Shares represented at the time of voting: 637,951,849

Votes in favor: 622,895,433 (including 565,418,833 exercised via electronic voting),

97.63% of the total represented share present.

Votes against: 326,096 Votes invalid: 0

Votes abstained: 14,730,320

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 VII for the comparison table of original and amendment to the Rules of Procedure for Shareholders’ Meeting.
III. The proposal is hereby submitted for resolution.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting: 637,951,849 Votes in favor: 620,691,232 (including 563,213,632 exercised via electronic voting),

97.29% of the total represented share present.

Votes against: 2,457,039 Votes invalid: 0 Votes abstained: 14,803,578

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 VIII for the Candidates of Directors and Independent Directors.
IV. Please kindly conduct election.

Election Result:

Election Result:
Candidate	Act. No	Name	Votes Received
Directors	101183	Mu Te Investment Co., Ltd. Representative: Ter-FungTsao	152,384,001
Directors	101183	Mu Te Investment Co., Ltd. Representative: Wendy Tsao	150,924,203
Directors	101183	Mu Te Investment Co., Ltd. Representative: Jason Hsuan	148,582,084
Directors	23899	Charng Hui Ltd. Representative: Arthur Tsao	147,377,334
Independent Director	D10023****	Ben Chang	149,520,023
Independent Director	Q12012****	Daniel Chiang	148,848,707
Independent Director	Q10066****	George Chou	148,818,386
Independent Director	A10074****	David Wang	148,438,745

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 non-compete of newly elected directors at the 2022 annual general meeting in accordance with the provisions of Article 209 of the Company Act.

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 non-compete of newly elected directors at the 2022 annual general meeting in accordance with the provisions of Article 209 of the Company Act.	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 non-compete of newly elected directors at the 2022 annual general meeting in accordance with the provisions of Article 209 of the Company Act.	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 non-compete 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	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.

RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting: 637,951,849

Votes in favor: 622,314,732 (including 564,837,132 exercised via electronic voting), 97.54% of the total represented share present.

Votes against: 699,018 Votes invalid: 0 Votes abstained: 14,938,099

VI. Adjournment: 9:45 AM

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	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.

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Research and development

Committed to the pursuit of good nutrition and health and providing consumers with 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 cutting-edge 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.
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⚫ 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 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

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.

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 provid ~~es~~ 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

he 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

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low-calorie "Great Day" series soup porridge, Comprehensive Meal series products with more flavor choices, and prepared oatmeal cereal series with 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
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responsibility and corporate governance. Continue to cultivate the market Taiwan and carry out overseas market expansion plans.

Short-term Business Development Plans
(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

17 -

or in the aggregate, they 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.

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

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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.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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)

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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.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

23 -

STANDARD FOODS CORPORATION

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 liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of subsidiaries Net loss on disposal of property, plant and equipment Net loss on disposal of investment Others Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Trade payables to 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 Proceeds from sale of financial assets at amortized cost Net cash inflow on disposal of subsidiary Payments for property, plant and equipment	2021 $ 2,984,566 226,629 15,378 419 35,432 843 (19,427) (1,471) (309,413) 15,247 259 (922) 109,814 (170) 134,622 8,812 21,244 41,325 143,401 (186,294) (7,553) (4,155) 19,912 (95,069) (1,054) 150,235 35,495 (14,819) 3,303,286 19,930 (843) (589,112) 2,733,261 (2,307,737) 2,091,545 8,584 (204,677)	2020 $ 3,921,367 225,981 8,105 (217) (3,063) 1,084 (21,974) (1,721) (990,798) 951 - - (553,676) (5) 168,589 4,899 (20,660) (944,303) 92,441 74,443 (12,030) 6,405 (288) (48,317) (5,615) 69,453 16,386 (43,387) 1,944,050 23,737 (1,084) (688,243) 1,278,460 (2,240,636) 2,757,870 - (185,413) (Continued)

24 -

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
Payments for intangible assets		(16,979)		(13,541)
Decrease in other financial assets		-		1,323
Increase in other financial assets		(7,474)		-
Increase in other non-current assets		(6,757)		(3,409)
Dividends received from subsidiaries		419,348		442,255
Other dividends received		1,471		1,721
Net cash generated from (used in) investing activities		(20,027)		762,587
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of the principal portion of lease liabilities		(23,433)		(25,688)
Dividends paid to owners of the Company	(2,287,724)		(2,424,987)
Acquisition of interest in subsidiaries		-		(9,056)
Net cash used in financing activities	(2,311,157)		(2,459,731)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS		402,077		(418,684)
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.

Chairman: Ter-Fung Tsao President: Arthur Tsao

Accounting Supervisor: Thomas Huang

25 -

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.

26 -

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.

27 -

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.

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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.

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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. Chairman: Ter-Fung Tsao President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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.

Chairman: Ter-Fung Tsao President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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.

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Supervisor: Thomas Huang

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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 development of leased land, and	Article 3 (Assessment procedures) (VI) Except for transactions involving domestic government agencies, commissioned development of purchased land, commissioned development of leased land, and	In order to clarify the procedures and responsibilities that external experts should follow and that

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If, for any reason, the Company is in need of using restrictive, specific or special pricing to serve as a 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. 3. Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (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. 4. If the appraisal is conducted before the contract date, the appraisers’ reports shall be dated no further than 3 months from the

acquisition/disposal of equipment relevant to business operations or right-of-use assets thereof, all other acquisitions and disposals of property and equipment or usage rights 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: 1. If, for any reason, the Company is in need of using restrictive, specific or special pricing to serve as a 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. 2. For transactions that amount to NT$1 billion or more, appraisals from at least two professional appraisers are needed. 3.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. 4. If the appraisal is conducted before the contract date, the

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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	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.	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 by domestic securities investment trust enterprises. (Omitted)	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, Subparagraph 7, Paragraph 1 to make investment

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				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 to establishing transaction rationality in accordance with the provisions of Article 11 or 12.		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 accordance with the provisions of Article 11 or 12.	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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(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-domestic public subsidiaries has any transactions specified in the 1st paragraph and the amount is more than 10% of the Company’s total

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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 date of occurrence. Transactions that above dates back one year from the have already been submitted to and date of occurrence. Transactions that approved by the shareholders’ have already been announced meeting and the board meeting and according to the Procedures can be ratified by the audit committee excluded.

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according to the Procedures can be excluded. Article 26 Article 26 Added revision The Procedures were established on The Procedures were established on dates. November 27, 2003. November 27, 2003. (Omitted) (Omitted) 7th amendment was made on June 7th amendment was made on June 13, 2019; 8th amendment was made 13, 2019. on June 16, 2022.

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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 electronic means shall be deemed to have attended the shareholders’ meetinginperson.However, they	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 electronic means shall be deemed to have attended the shareholders’ meetinginperson.	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.

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	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.	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 by the attending shareholders have reached more than half of the total share issued before the end of the	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 by the attending shareholders have reached more than half of the total share issued before the end of the	Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.

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	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.	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 in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.		Article added in response to that publicly traded companies may convene shareholder meetings by teleconferencing.

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	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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AI assistant

SFC — AGM Information 2022

51753_rns_2022-07-04_b1fd33cf-2e95-42d2-a255-73889970b57b.pdf

Standard Foods Corporation 2022 Annual General Shareholders’ Meeting Minutes

(Translation)

II. Ratifications

Proposal Ⅰ: (Proposed by the Board of Directors)

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

Standard Foods Corporation

III. Discussions

IV. Election Item

Election Result:

V. Other Proposals

VI. Adjournment: 9:45 AM

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

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

IV. Overview of Business Operations

(1) Upgrading of products

(2) Launch of new products

(3) Process improvement

Attachment II 2021 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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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”

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

Standard Foods Corporation

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SFC AGM Information 2022