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SFC Annual Report 2019

Jul 8, 2020

51753_rns_2020-07-08_6ce26b7a-c06d-4a66-acea-a60835b8f0a7.pdf

Annual Report

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Table of Contents

Table of Contents
Page
One. Letter to Shareholders..........................................................................................................
1
Two. Company Profile...................................................................................................................
5
I. Date of incorporation .........................................................................................................
5
II. Development history ..........................................................................................................
5
Three. Corporate Governance Report........................................................................................... 10
I. Organization of company ..................................................................................................... 10
II. Directors, supervisors, president, vice president, assistant VP, and department heads ........ 13
III. Implementation of Corporate Governance ........................................................................... 20
IV. Information Regarding Audit Fee ........................................................................................ 51
V. CPA’s change information .................................................................................................... 52
VI. The chairman, president, and financial or accounting managers of the Company who
worked for the CPA or its affiliates last year ...................................................................... 52
VII. Share transfer and share mortgage of directors, supervisors, executives, and
shareholders holding over 10% of shares in the last year and by the report publishing
date ..................................................................................................................................... 53
VIII. Relationships of the top ten shareholders………………………………………………. 54
IX. The shareholding of the same invested company by the Company, the directors, the
supervisors, the managers, or another business that is controlled by the Company
directly or indirectly ........................................................................................................... 57
Four. Stock Subscription............................................................................................................. 58
I. Capital and shares ................................................................................................................ 58
II. Corporate bond .................................................................................................................... 63
III. Preferred stock ..................................................................................................................... 63
IV. Issuance of global depository receipts ................................................................................. 64
V. Employee stock option certificates ...................................................................................... 64
VI. Restricted employee rights and new shares issue ................................................................ 64
VII. Mergers and acquisitions .................................................................................................. 64
VIII. Fund implementation plan ................................................................................................ 64
Five.
Overview of Business Operations.......................................................................................
65
I.
Principal activities ..............................................................................................................
65
II. Overview of Marketing and Production & Sales ............................................................... 68
III. Status of employees over the past two years and up to the printing of the annual report .. 80
IV. Information on Environmental Protection Expenditure ..................................................... 81
V.
Employee/Employer Relations ...........................................................................................
82
VI. Important commitments ..................................................................................................... 86
Six. Financial Information......................................................................................................... 87
I. Condensed balance sheet, income statements, CPAs, and their opinions over the last five
years ..................................................................................................................................... 87
II. Financial analysis in the past five years ............................................................................... 91
III. Audit committee’s report in the most recent year ................................................................ 94
IV. Financial report and consolidated financial statements ....................................................... 95
V. Financial report of standard foods corporation .................................................................... 179
VI. Financial difficulties of the company and related parties in the current year and up to the
printing of the annual report ................................................................................................ 268
Seven. Review of Financial Position, Financial Performance, and Risk Management............. 269
I. Financial position ............................................................................................................... 269
II. Financial performance ........................................................................................................ 270
III. Cash flows .......................................................................................................................... 271
IV. Impact of major capital expenditures on finance and business in the current year ............ 272
V.
Reinvestment Policies, Main Reasons of Its Profits/Losses, Improvement Plans in the
Most Recent Year and Investment Plan for the Following Year……................................ 273
VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of
Publication of the annual report ......................................................................................... 274
VII. Other matters ...................................................................................................................... 277
Eight. Special Disclosures............................................................................................................... 278
I. Related parties .................................................................................................................... 278
II. Private subscription of marketable securities in the most recent years and up to the
printing of the annual report ............................................................................................... 286
III. The Stock shares of the company held or disposed of by subsidiaries in the most recent
years and up to the printing of the annual report ................................................................ 287
IV. Other Necessary Supplements ............................................................................................ 288
V. Matter that materially affect shareholders’ equity or the price of the company’s
securities as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities
Exchange Act occurred in the most recent year and up to the date of publication of
the annual report .................................................................................. ……………….. 289

One Letter to Shareholders

Dear Shareholders, ladies and gentlemen,

Despite the continuous changes in macro-environment in 2019, customers' pursuits of balanced nutrition and health remain the same. Therefore, with the joint efforts of all colleagues, the consolidated operating revenue of Standard Foods is over NT$ 30 billion for the first time.

We believe that "balanced nutrition is the basis for people's health." With this concept, Standard Foods will continue to promote a healthy diet, not only paying attention to food safety and trying hard to develop high-quality products meeting people's demands, but also continuing to pursue the growth and improving company governance, so as to maintain customer's satisfaction and trustworthiness, and finally become a trustworthy food company.

Looking forward to 2020, the COVID-19 epidemic greatly influences economy domestically and overseas. More and more attention has been paid towards to the importance of nutrition and health. Standard Foods is on a mission to become "nutrition and health partner for the family." With intention, innovation and love, the company is devoted to developing new products and maintaining high-quality products. Under the joint efforts of everyone, the company expects to provide customers with reassuring, nutritious, and healthy products, making the company's business more and more prosperous.

The shareholders' trust and support for our operating team are highly appreciated.

2019 consolidated operating results and 2020 annual business plan are reported as below:

I. 2019 Consolidated Business Results

  1. Consolidated revenue and profit

Unit: NT$ Thousand

Item 2019 % 2018 % +/- %
Operatingrevenue 31,266,232 100 27,340,587 100 14.4
Operatingcosts 21,635,219 69 19,086,242 70 13.4
Grossprofit 9,631,013 31 8,254,345 30 16.7
Net operating profit 4,423,873 14 3,149,836 12 40.4
Net income before tax
4,548,534
15 3,676,232 14 23.7
Net profit for the
period
3,454,836 11 2,968,307 11 16.4
Total comprehensive
income
3,198,647 10 2,829,558 10 13.0

The combined operating revenue of Standard Foods in 2019 was NT$ 31.26 billion, with a year-on-year increase of 14.4%, equivalent to NT$ 3,925 million. The operating revenue of individual company in 2019 was NT$ 13.14billion, with a year-on-year increase of 7.8%, equivalent to NT$ 952 million.

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The total comprehensive income in 2019 was NT$3.2 billion, with a year-on-year increase of 13.0%, equivalent to NT$369 million. The total comprehensive income belonging to the owners of the company was NT$3.14 billion, with a year-on-year increase of 11.7%, equivalent to NT$329 million.

  1. Research and development

With the purpose of providing customers with nutritious, delicious, healthy, and high-quality products, Standard Foods invested NT$148 million for research and development in 2019. Besides continuous development of various new products, clinical trials and technical research, the company also upgrades and improves the formulation and packaging of existing products, with the expectation of bringing consumers higher quality of products.

II. 2020 Business Plan and Future Development Strategies

  1. Business directions

  2. (1) As the awareness of health rises in Taiwan, nutrition and health products are increasingly demanded for all ages. The company will conduct consumer research and investigation persistently to grasp the trend of the market, and develop more convenient and more diverse products that meet consumer needs.

  3. (2) Implement traceability management, improve quality control, technological improvement, and strictly control the "safety of food" to provide consumers with safe, nutritious, and delicious products.

  4. (3) Develop a systematic plan for talent development, foster talents to grow diversely, deepen professional capabilities and interdisciplinary flexibility, activate internal organizations and increase the flexibility and elasticity of organization for operations.

  5. Expected sales volume and important production and sales policies

The combined sales volume in 2020 is expected to be 456,435 tons, and based on this estimation, the focuses of future production and sales policies are as follows:

  • (1) Production

  • Follow the Group's future development strategy and goals, and improve various capital expenditures and operational process to enhance the production efficiency and quality of products.

  • Choose proper suppliers and strengthen cooperation with upstream suppliers and downstream distributors, and implement traceability management and quality policies to enhance supply chain efficiency.

  • Conduct strict control over production flow operations and products. Abide by quality specifications and standards, and provide safe and guaranteed products for customers.

  • (2) Sales

  • Grasp the market consumption trend and listen to customers attentively.

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Adhering to the concept of "balanced nutrition is the basis for people's health," we integrate natural nutrition into each product. Besides, by sticking to the principles of less burden, no or low sugar, and no addition of artificial chemicals, we launch the products that make all customers satisfied, and enhance loyalty towards the brand.

  • Serve all customers honestly and earnestly. Contact targeted customer groups through multimedia. Use innovative and flexible marketing strategies to strengthen product exposure and penetration, further increasing market share.

  • Through the official account of communication software and the Standard Health Go website (a marketing website), the customers can easily acquire information related to products and experience more friendly and convenient shopping methods.

III. Impact of External Competitive Environment, Legal Environment, and Overall Business Environment

1. External competitive environment

In respond to the constant change in domestic and foreign environment as well as the rise of sales channels such as social marketing and live marketing, the consumption is transferred through the changes between virtual and real channels. Other than responding to the fierce competition from many domestic and foreign manufacturers, it is urgent to master customers' consumption behaviors and methods. In addition to upholding the original intention and strictly inspecting and producing each product with high standards, Standard Foods strengthens the communications with customers and understands their real demands through various marketing channels, continues to develop products that make customers "buy and eat with no worries," and improves the innovation and added value of products. Through various multimedia and experience activities, the company delves into customers lives, and then further strengthens the brand image and improves customer's loyalty to the brand, making it the leading brand of the market.

2. Regulatory environment

In recent years, the government has made the food safety and health management systems more comprehensive through numerous amendments to laws to ensure food safety in Taiwan. The mission of Standard Foods is to become the nutrition and health partner of the whole family of customer. "Safe food" is our permanent promise to customers. Except for abiding by government's food safety acts, laws and regulations, the company establishes food safety monitoring plan and constantly improves the plan, so as to perfect the quality of all products.

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3. Overall business environment

Recently, affected by COVID-19 epidemic, the international oil price fluctuates wildly, which also exerts an influence on bulk commodities, raw materials, and exchange rate. Although the domestic epidemic has been controlled properly, the violent change in international economy will inevitably affect the domestic economy and consumption momentum. It is still considerably challenging for the operation of food industry relying on imported raw materials and mainly depending on domestic markets.

Looking forward to the future, though the unpredictable changes in the economic situation, Standard Foods still sticks to the concept of prudent operation, keeps promise to customers, continues to improve and launch high-quality products to serve customers.

Chairman: Ter-Fung Tsao Manager: Arthur Tsao Accounting Supervisor: Chris Hong

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Two. Company Profile

  • I. Date of incorporation: June 6, 1986

  • II. Development history 1986 � Standard Foods Taiwan Ltd. was invested and established by Standard International Foods Corp. The paid-in capital was NT$4,788,300.

  • Quaker Products Taiwan Ltd. invested in Standard Foods Taiwan Ltd., the paid-in capital increased to NT$4,788,400.

  • Standard Foods acquired the assets of Quaker Products Taiwan Ltd. and was granted its business license on August 8 to continue to manufacture and sell Quaker’s White Oats and Baby Cereal.

  • Increased the paid-in capital to NT$15,000,000 by cash capitalization of NT$10,211,600.

  • 1987 � Quaker Products Taiwan Ltd. transferred all its shares in the Company to Quaker Oats Company.

  • Expansion of Ta Yuan plant facilities at an expense of over NT$15 million.

  • 1988 � Increased the paid-in capital to NT$45,000,000 with retained earnings of NT$30,000,000 for expanding facilities and acquiring manufacturing equipment.

  • 1990 �Acquired land in Wugu Industrial Zone for an amount over NT$120 million.

  • �Grand opening of the first Pizza Inn Restaurant in Taiwan.

  • �Increased the paid-in capital to NT$162,000,000 with retained earnings of NT$117,000,000. Par value of each share split from NT$100 to NT$10.

  • �Securities and Exchange Commission authorized the Company as a public company

  • 1991 �Expansion of Ta Yuan shipping warehouse at an expense of over NT$21 million.

  • �Increased the paid-in capital to NT$194,400,000 with retained earnings of NT$32,400,000

  • 1992 �Increased the paid-in capital to NT$307,152,000 with retained earnings of NT$64,152,000 and cash capitalization of NT$48,600,000.

  • 1993 �Invested in Standard Foods Singapore Pte Ltd. of US$2.32 million to re-invest an amount of US$2.25 million in Suzhou Standard Foods Co. to manufacture cereal products.

  • �Increased the paid-in capital to NT$430,012,800 with retained earnings of NT$122,860,800.

  • �Invested $79,999 thousand in Standard Friendship Taiwan Ltd. for 99.99% shareholdings

  • �Food and beverages operations transferred to Standard Friendship Taiwan Ltd. for professional management.

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  • 1994 �Increased the paid-in capital to NT$602,017,920 with retained earnings of NT$172,005,120.

  • �The Company became a listed company in the Taiwan Stock Exchange on April 9.

  • 1995 �Increased the paid-in capital to NT$848,338,570 with retained earnings of NT$246,320,650.

  • �Wired US$8.5 million, to repurchase the 51% equity interest of Standard Foods Singapore Pte Ltd. held by Quaker Oats Company for US$3.8 million and increased the investment in China by US$4.7 million.

  • 1996 �Increased the paid-in capital to NT$1,191,168,430 with retained earnings of NT$342,829,860.

  • 1997 �Increased the paid-in capital to NT$1,672,052,910 with retained earnings of NT$480,884,480.

  • �As resolved in the shareholders' meeting, Standard Friendship ceased its operations and sold its operational assets in December 1996.

  • �Invested in Charng-Li Investment Ltd. with an amount of NT$289,994 thousand for a shareholding of 99.9% to run investment business.

  • �In June 1997, Mr. Ter-Fung Tsao (Chairman of the Company) and Ms. H.D. Mon (major shareholder of the Company) used part of their equity interest in the Company to issue 3,000,000 Global Depositary Receipts ("GDRs") in Asia, Europe, and the United States; each unit represents 5 common shares of the Company.

  • 1998 �Increased the paid-in capital to NT$2,094,702,360 with retained earnings of NT$422,649,450.

  • �Invested in Standard Beverage Ltd. with an amount of NT$99,999 thousand for a shareholding of 99.9% to produce bottled water.

  • �Increased investment in China by US$5 million.

  • 1999 �Increased the paid-in capital to NT$2,623,606,510 with retained earnings of NT$528,904,150.

  • �Invested NT$328 million to establish Standard Dairy Products Taiwan Ltd. for the production of yogurt with 75% shareholding acquired. The products are included in the “Yoplait” brand.

  • �Acquired the factory, machinery and trademark of Fresh Dairy with NT$350 million to launch Fresh Delight series products.

  • 2000 �Increased the paid-in capital to NT$3,022,645,060 with retained earnings of NT$399,038,550.

  • �Invested additional NT$108 million in Standard Dairy Products Taiwan Ltd. with 99% shareholding acquired in total.

  • �Increased the equity of Domex Technology Corporation to 49% by NT$214 million.

  • �Disposed of 900,000 shares of Standard Beverage Ltd. The equity interest decreased to 91%.

-6-

  • �Invested 100% equity in Accession Limited, based on BVI, with US$2 million. Then increased the equity by transferring assets as capital contribution and by cash total up to US$11.9 million.

  • 2001 �Charng-Li Investment Ltd., our wholly-owned company, was renamed as Charng Hui Ltd.

  • �Automated storage was completed.

  • �Accession Limited invested in Shanghai Standard Foods Co. to sell cereal products.

  • �Increased the paid-in capital to NT$3,209,184,420 with retained earnings of NT$186,539,360.

  • �Invested 56% equity in Renewable Resource Technology (Cayman) Co., Ltd. with US$2.8 million with the goal of re-investing in Hunan Jiage Biotechnology Co., Ltd. with US$3.4 million to manufacture fermented organism products.

  • 2002 �Accession Limited increased the paid-in capital to US$20,344,080 with US$5 million cash injection and US$1.42 million retained earnings.

  • �Accession Limited acquired the equity of Suzhou Standard Foods Co. from Standard Foods Singapore Pte Ltd. and Standard Foods Singapore Pte Ltd. went into liquidation.

  • �Changed the Company’s name from “Standard Foods Taiwan Ltd.” to “Standard Foods Corporation”.

  • 2003 �Shanghai Standard Foods Co., merged with Suzhou Standard Foods Co., Shanghai Standard Foods Co., is the continuing company. Suzhou Standard Foods Co., became a branch company of Shanghai Standard Foods Co.

  • �Invested in Accession Limited by US$2.2 million.

  • �Charng Hui Ltd., our wholly-owned, decreased the paid-in capital to NT$194 million by NT$96 million.

  • 2004 �Liquidation of Singapore Standard Foods was completed. �Accession Limited increased the paid-in capital to US$37,344,080 with Accession Limited increased the paid-in capital to US$37,344,080 with US$14.8 million cash injection. Accession Limited decreased the paid-in capital to US$33,100,000 by US$4,244,080 in October 2004.

  • 2005 �Accession Limited increased the paid-in capital to US$38,100,000 with US$5,000,000 cash injection.

  • �Increased the equity of Standard Dairy Products Taiwan Ltd. from 99.9% to 100%.

  • 2006 �Changed the fiscal year to calendar year on January 1.

  • �Accession Limited increased the paid-in capital to US$37,344,080 with Accession Limited increased the paid-in capital to US$37,344,080 with US$14.8 million cash injection. Accession Limited decreased the paid-in capital to US$33,100,000 by US$4,244,080 in October 2004.

  • �SAP ERP system officially online.

  • �Charng Hui Ltd., our wholly-owned, decreased the paid-in capital to NT$150 million by NT$44 million.

  • 2007 � Accession Limited increased the paid-in capital to US$43,100,000 with US$5,000,000 cash injection.

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  • 2008 �Signed a distribution agreement with Fonterra Brands (Far East) Limited (Hong Kong).

  • �Accession Limited increased the paid-in capital to US$50,600,000 with US$7,500,000 cash injection.

  • 2009 �Accession Limited increased the paid-in capital to US$73,600,000 with US$23,000,000 cash injection.

  • �Increased the paid-in capital to NT$3,225,230,340 with retained earnings of NT$16,045,920.

  • 2010 �The Company's tangible stock shares are converted to intangible stock shares.

  • �Accession Limited increased the paid-in capital to US$123,600,000 with US$50,000,000 cash injection.

  • �Increased the paid-in capital to NT$3,709,014,890 with retained earnings of NT$483,784,550.

  • 2011 �The Company invested in and established Standard Investment (Cayman) Limited, which reinvested in and established Standard Corporation (Hong Kong) Limited.

  • �Standard Corporation (Hong Kong) Limited invested in and established Standard Investment (China) Limited.

  • �Standard Investment (China) Limited made reinvestment to set up Standard Food (China) Limited.

  • �Increased the paid-in capital to NT$4,636,268,610 with retained earnings of NT$927,253,720.

  • 2012 �Increased the paid-in capital to NT$5,748,973,070 with retained earnings of NT$1,112,704,460.

  • � Made a cash injection of US$ 30,010,000 to Standard Investment (Cayman) Limited. Total paid-in capital of the Company increased to US$ 30,010,000.

  • 2013 �Increased the paid-in capital to NT$6,611,319,030 with retained earnings of NT$862,345,960.

  • �Made a cash injection of US$ 15,035,000 to Standard Investment (Cayman) Limited. Total paid-in capital of the Company increased to US$ 45,045,000.

  • �An increase in cash capital of NT$380,000,000 was invested in Charng Hui Ltd. for a total investment of NT$541,000,000.

  • 2014 �Increased the paid-in capital to NT$7,206,337,740 with retained earnings of NT$595,018,710.

  • Increased shareholding of Standard Beverage Ltd. from 97.1% to 100%.

  • �Increased the paid-in capital of Standard Investment (Cayman) Limited to US$66,396,296 with retained earnings of CNY131,211,500 (equivalent to US$21,351,296).

  • �Established Shanghai Dermalab Corporation with re-investments through Standard Investment (China) Ltd.

  • �Established Le Bonta Wellness Co., Ltd. with re-investments through Standard Investment (China) Ltd.

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2015 �Transferred capital surplus at NT$720,633,770 to capital to increase paid-in
capital to NT$7,926,971,510.
�Increased capital to US$22,899,457 to Standard Investment (Cayman)
Limited to increase paid-in capital to US$89,295,753. Standard Investment
(Cayman) Limited then reinvested in Standard Foods (Xiamen) Co., Ltd.
and Shanghai Dermalab Corporation through Standard Foods (Hong Kong)
Ltd. and Standard Investment (China) Ltd.
�Shanghai Standard Foods Co. established Shanghai Le Ben De Health
Technology Co., Ltd. through asset partitioning at US$1,000,000.
�Accession Limited acquired 80% shares of Dermalab S.A
�Le Bonta Wellness Co., Ltd. acquired Beijing Yisheng Tong Kang
Biotechnology Co., Ltd. via cash merger.
2016 �Transferred capital surplus NT$871,966,860 to capital to increase paid-in
capital to NT$8,798,938,370
�Increased capital US$45,040,101 to Standard Investment (Cayman) Limited
to increase paid-in capital to US$134,335,854. Standard Investment
(Cayman) Limited established Shanghai Le Ho Industrial Co., Ltd. and
Shanghai Le Min Industrial Co., Ltd. with re-investments through Standard
Foods (Hong Kong) Limited.
�Acquired 100% share equity of Le Bonta Wellness International Co.
2017 �Capitalization of undistributed earnings into new shares amounting to
NT$351,957,540. The paid-in capital amounted to NT$9,150,895,910 after
the capitalization
�TheCompany’s Chairman and President, Mr. Ter-Fung Tsao, resigned from
the position of the Company’s President on May 1, and Vice President of the
Company, Yao Steven Yih-Chun, took over the office.
�The Company established the position of Chief Executive Officer on May 5,
assumed by the Chairman, Ter-Fung Tsao
�Lebonata Health Technology (Shanghai) Limited increased its capital in
cash amounting to CNY40,900,000, which made the paid-in capital of the
company amounting to CNY80,100,000
�Standard Investment (Cayman) Limited and Standard Foods (Hong Kong)
increased capita in cash amounting to USD15,724,960, which made the
paid-in capital amounting to USD 150,060,815 and USD 150,012,815,
respectively.
2018 �Accession Limited acquired 20% of the share equity of Dermalab S.A..
�Disposed of the Company’s land in Wugu IndustrialZone in May. The total
trading value was NT$508,620 thousand, and the gains from the disposition
were NT$304,600 thousand.
�Increased capital by US$64,000 to Standard Investment (Cayman) Limited
and US$38,000 to Standards Foods (Hong Kong) to increase said
companies’ paid-in capital to US$150,124,815 and US$150,050,815
respectively.
2019 �Mr. Arthur Tsao, the General Manager of Standard Foods China, is the
Chief Executive Officer of the company since March 22nd.
  • Miss Chris Hong, the Chief Financial Officer , is the post of director of corporate governance, since March 22[nd] .

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Three. Corporate Governance Report
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IT Division
Finance & Accounting
Division
Human Resources
Division
Factory Affair
Division
Engineering
Maintenance Division
Purchasing Division
Quality Assurance
Division
Sales and Marketing
Division
New Business
Development Division
Marketing Division
R&D Division
Legal
Department
info. date: 2020/3/31
Center
Administrative
Office
Auditing GM office
CEO Supply
Chain Center
Chairman
shareholder meetings Board of Directors General Manager
Audit
Committee Committee
Remuneration to the GM office
Executive Assiatance
Organization chart
Organization of company
I. I.1.
----- End of picture text -----

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I.2. Department function description

Major Departments Major Departments Functions
Audit Committee Oversee the company and ensure that the power granted by Company Act,
Securities and Exchange Act, and other related laws and regulations are
effectively exercised.
Remuneration
Committee
Assist the Board of Directors to review the compensations of directors,
supervisors and managerial officers to strengthen the company's governance
capabilities.
Auditing Office Carry out the internal audit of the company, and provide the audit results to
the management and assess corporate risks.
General Manager
(President) Office
Assist the General Manager to comprehensively manage the execution and
coordination of the company's overarching business, set operating goals and
arrange and supervise various departments to handle the business.
R&D Division Responsible for R&D of new products and technologies, product quality
improvement research, cost reduction research, new product business
evaluation, health certification application, etc.
Marketing Division Responsible for planning and implementing brand marketing strategy,
advertising planning, consumer services, etc.
New Business
Development
Division
Responsible for planning and developing the company's future products on
the basis of company strategy.
Sales and Marketing
Division
Responsible
for
annual
customer
operation
plan,
planning
and
implementation of channel sales activity, dealer management, etc.
Supply Chain Center Quality
Assurance
Division
Responsible for production system management and control, inspection and
analysis, quality system management and control, etc.
Purchasing
Division
Responsible for the procurement of domestic and foreign raw materials and
packaging materials, and the management of outsourcing manufacturers.
Engineering
Maintenance
Division
Responsible for the planning and implementation of new engineering of
production equipment, procurement of production equipment, outsourcing
and maintenance, new processes and process changes and improvements,
etc.
Factory Affair
Division
Responsible for product manufacturing and packaging, supply planning and
implementation, inventory management, storage and transportation, factory
labor safety and health management matters, etc.
Human Resources
Division
Responsible for recruitment, appointment, training, compensation benefits
and other related operations.

-11-

Major Departments Major Departments Functions
Administrative Center Legal
Department
Responsible for asset management, legal affairs, investor relations, etc.
Finance &
Accounting
Division
Responsible for summary of transaction accounting and bookkeeping, tax
affairs, cost calculation, budget management, investment and business
analysis, finance, stock affairs, reinvestment company accounting, and
accounting information provision, etc.
Information
Systems
Division
Responsible for the planning, management and maintenance of information
and network systems.

-12-

As of April 18, 2020; Unit: Shares/NT$ thousands
Re
mark

Executives who are spouses or
within 2 degrees of consanguinity
Relation Sibling Son None Sibling Father None None
Name Wendy
Tsao
Arthur
Tsao
None Ter-Fung
Tsao
Ter-Fung
Tsao
None None
Title Director None Chairman Chairman None None

Current Position with Other Company
Chairman of the Company
Chairman of Standard Dairy Products Taiwan
Ltd.
Chairman of Domex Technology Corporation
Chairman of Standard Beverage Company Ltd.
Director of Accession Ltd.
Institutional Directors’ Representative of
Polytronics Technology Corporation
Director of Green Wall Enterprise Co., Ltd.
Independent Director of PlexBio Co., Ltd.
Supervisor of Crosslink Semiconductor, Inc.
Director of Standard Investment (Cayman) Ltd.
Director of Standard Corp (HK) Ltd.
Director of Standard Investment (China) Ltd.
Chairman, Mu Te Investment Co., Ltd.
Director, Chia Yun Investment Co., Ltd.
Director, Chia Chieh Investment Co., Ltd.
Chairman and Chief Executive Officer of TPV
Technology Limited
Independent Director of Array Inc.
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.

Chairman of Green Wall Enterprise Co., Ltd.
Chairman of Crosslink Semiconductor, Inc.
Chairman of SPARKLE Inc.
Director of Charng Hui Ltd.
CEO of the Company
President of Standard Investment (China) Ltd.
President of Shanghai Standard Foods Co.
President of Standard Foods (China) Ltd.
President of Standard Foods (Xiamen) Co., Ltd.
President of Le Bonta Wellness Co., Ltd.
President 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.
Institutional Directors’ Representative of
Polytronics Technology Corporation
Independent director of Pegatron Corporation
Independent director of Raydium
Semiconductor Corporation

Independent Director of Yulon Motor Co., Ltd.
Independent Director of Taiwan Acceptance
Corporation
Independent Director, Fubon Life Insurance Co.,
Ltd.
Representative of Institutional Director, Kino
Biotech Co., Ltd.
Representative of Institutional Director,
Easycard Corp.
Experience
(Education)
Ph.D., Colorado
University, USA
R&D Director of
Quaker
Plant Manager of
Quaker(Taiwan)
General Manager
of Quaker(Taiwan)
President, Standard
Foods.
Polytechnic
Institute of New
York University
Ph.D. of Systems
Engineering
Soochow
University, R.O.C.
MBA, Stanford
University, USA
Master in
Statistics, National
Chengchi
University, R.O.C
Master in
Mathematics,
Colorado State
University
Shares held by other
persons in their names
Share-
holding
ratio%
2.48% 0 0 0 0 0
Shares 22,651,211 0 0 0 0 0
Shareholding of
spouse and minor
Share-
holding
ratio%
0 0 0 0 0 0
Shares 0 0 0 0 0 0
Current shareholding of
representative
Share-
holding
ratio%
4.46% 0.00% 0.54% 0.00% 0.00% 0.00%
Shares 40,848,203 0 4,949,915 0 0 0
Current Shareholding Share-
holding
ratio%
2.48% 0.73% 0.00% 0.00%
Shares 22,650,057 6,669,471 0 0
Shareholding when
elected
Share-
holding
ratio%
2.48% 0.73% 0.00% 0.00%
Shares 22,650,057 6,669,471 0 0
Date of First
Elected
June 15,
2016
June 15,
2016
June 15,
2016
June 15,
2016
Term
(year)
3
years
3
years
3
years
3
years
Date elected
(inaugurated)
June 13,
2019
June 13,
2019
June 13,
2019
June 13,
2019
Gender Male Male Female
Male
Male Male
Name Mu Te
Investment
Co. Ltd.
Representative:
Ter-Fung Tsao
Mu Te
Investment
Co. Ltd.
Representative:
Jason Hsuan
Mu Te
Investment
Co. Ltd.
Representative:
Wendy Tsao

Charng Hui Ltd.
Representative:
Arthur Tsao
Ben Chang George Chou
Nationality
or
Residency
ROC ROC ROC ROC ROC ROC
Title Chairman Director Director Director Inde-
pendent
Director
I Inde-
pendent
Director

-13-

Re mark I.1.2.
Major shareholders of institutional shareholders
As of April 18, 2020
Mu Te Investment
Co., Ltd.
Ter-Fung Tsao
99.99
Charng Hui Ltd.
Standard Foods Corporation
100.00
I.1.3.
Major institutional shareholders of institutional shareholders, if available
As of April 18, 2020
Mu Te Investment
Co., Ltd.
Ter-Fung Tsao
99.99
Charng Hui Ltd.
Standard Foods Corporation
100.00
I.1.3.
Major institutional shareholders of institutional shareholders, if available
As of April 18, 2020
Executives who are spouses or
within 2 degrees of consanguinity
Relation None
Name None
Title None
Current Position with Other Company Chairman of Purestone Capital Group
Independent Director of TPK Holding Co., Ltd
Experience
(Education)
Master in Political
Economics,
University of
Taxes
President, Trend
Micro;
CEO, Business
Engine;
Chairman, Sina
Net

Shareholding (%)
99.99 100.00
Shareholding (%)
17.16 14.55 11.86 4.46 3.61 2.48 2.29 1.45 1.33 1.30
Shares held by other
persons in their names
Share-
holding
ratio%
0
Shares 0
Shareholding of
spouse and minor
Share-
holding
ratio%
0

Major shareholders of institutional shareholders
Ter-Fung Tsao Standard Foods Corporation Major Shareholders of the Legal Persons Mu Te Investment Co., Ltd. Trust Property Account Chia Yun Investment Co., Ltd. Trust Property Account Chia Chieh Investment Co., Ltd. Trust Property Account Ter-Fung Tsao Bilai Investment Co., Ltd. Mu Te Investment Co., Ltd. HSBC as Trustee of RBC Emerging Markets Equity Fund Cathay Life insurance co., Ltd. Chun-Yao Lin Nan Shan Life Insurance Co., Ltd.
Shares 0
Current shareholding of
representative
Share-
holding
ratio%
0.00%
Shares 0
Current Shareholding Share-
holding
ratio%
0.00%
Shares 0
Shareholding when
elected
Share-
holding
ratio%
0.00%
Shares 0
Date of First
Elected
June 15,
2016

Name of institutional
shareholders
Mu Te Investment
Co., Ltd.
Charng Hui Ltd. Name of Legal Person Standard Foods
Corporation
Term
(year)
3
years
Date elected
(inaugurated)
June 13,
2019
Gender Male
Name Daniel Chiang
Nationality
or
Residency
ROC
Title Inde-
pendent
Director

-14-

As of April 18, 2020 Conditions
With or without five years of work experience or more and the following
professional experience
Independence (Note 1)
Also an
independent
Teachers of public or
Judge, prosecutor, attorney,
With job
director of
private colleges for the
accountant, or business
experience in
another
public
subject of commerce,
law, finance,
salesperson who passed
national exams & certified
commerce, law,
finance,
1
2
3
4
5
6
7
8
9
10
11
12
company
accounting, or business
specialists or technicians
accounting, or
Name
business
Mu Te Investment Co., Ltd.
Representative:Ter-Fung Tsao
V
V
V
V
1
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
V
V
V
V
V
V
V
V
V
V
1
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
V
V
V
V
V
V
V
V
0
Charng Hui Ltd.
Representative: Arthur Tsao
V
V
V
V
V
V
V
0
Ben Chang
V
V
V
V
V
V
V
V
V
V
V
V
V
2
George Chou
V
V
V
V
V
V
V
V
V
V
V
V
V
3
Daniel Chiang
V
V
V
V
V
V
V
V
V
V
V
V
V
1
Note 1: Please tick the corresponding items when directors and supervisors comply with the following conditions two years before being elected and during their term. (1)
Not an employee of the Company or any of its affiliates.
(2)
Not a Director or Supervisor of the affiliates of the Company (except the seats of Independent Directors established by the Company or its parent company, subsidiaries in accordance with local laws
or applicable laws in the host countries of investment). (3)
Does not hold more than 1% of total stock issued directly or indirectly nor is a natural shareholder on the top-ten shareholdings list;
(4)
Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer as stated in (1) or any of the persons mentioned in (2) and (3).
(5)
Not a director, supervisor or employee of a corporate shareholder who directly holds more than 5% of the total number of issued shares of the company or is ranked top 5 in holdings or is a legal
person shareholder who is a director or supervisor of the company per Paragraph 1 or 2 of Article 27 of the Company Act (this does not apply in cases where the person is an independent director of the company, its parent or subsidiary, or a subsidiary of the same parent company established in pursuant to this law or local laws). (6)
Not directors, supervisors or employees of other companies controlled by the same person holding a majority of the company's director seats or voting shares of the company. (However, this
restriction shall not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent). (7)
Not directors (governors), supervisors or employees of other companies or institutions who are the same person or spouse as the chairperson, general manager or person holding an equivalent
position of the company. (However, this restriction shall not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a company and its parent or subsidiary or a subsidiary of the same parent). (8)
Not any director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company(for
a particular company or institution holds more than 20%, but not exceed 50%, of the company's issued shares, and the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, shall not be restricted by this provision.) (9)
Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal,
financial, accounting services or consultation not to the company or to any affiliate of the company, nor a spouse thereof and the cumulative amount of remuneration obtained in the last two years did not exceed NT$ 500,000; However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision. (10) Not the spouse or a relative within two degrees of lineal consanguinity of an individual; (11) Free of any of the behaviors as defined in Article 30 of Company Act; (12) Not a governmental officer, juridical person or its representative as defined in Article 27 of Company Act.

-15-

As of April 18, 2020
Manager Who has Spouse or
Second Cousin Status
Relation Father
and Son
None None Note : 1. The Chief Executive Officer of the company is Mr. Arthur Tsao, also is the Prdsident since April 01,2020.
2.YAO STEVEN YIH CHUN is the Chief Investment Officer since April 01,2020.
Name Ter-Fung
Tsao
None None
Title Chairman
None
None
Current Position With Other Company President of Standard Investment (China) Ltd.
President of Shanghai Standard Foods Co.
President of Standard Foods (China) Ltd.
President of Standard Foods (Xiamen) Co., Ltd.
President of Le Bonta Wellness Co., Ltd.
President 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.
President of Standard Dairy Products Taiwan
Ltd.
Chairman, Charng hui Ltd.
Director, Le Bonta Wellness International Co.
Director, Dermalab S.A.
Director of Standard Dairy Products Taiwan Ltd.
Director of Standard Beverage Ltd.
Director of Domex Technology Corporation
Representative of Institutional Director,
GeneFerm Biotechnology Co., Ltd.
Supervisor of Shanghai Standard Foods Co.
Supervisor of Standard Investment (China) Ltd.
Supervisor of Standard Foods (China) Ltd.
Supervisor of Shanghai Dermalab Corporation
Supervisor of Le Bonta Wellness Co., Ltd.
Supervisor of Shanghai Le Ho Industrial Co.,
Ltd.
Supervisor of Shanghai Le Min Industrial Ltd.
Supervisor of Standard Foods (Xiamen) Ltd.
Experience (Education) MBA, Stanford University, USA Master’s From Northwestern University
U.S.A. Attorney
Partner of Bluefield Ventures
Partner of Dubuglo
Vice President of California Pacific Bank
Vice President of the Supply Chain of
Standard Foods Corporation
President of Standard Foods
Master, National Cheng Chi University.
Vice President of
PriceWaterhouseCoopers CPA Firm
President of Standard Dairy Products
Taiwan Ltd.
Shares Held by
Other Persons in
Their Names
Share-
holding
Ratio%
- - -

Shares
- - -
Shareholding of
Spouse and Minor
Share-
holding
Ratio%
- - -

Shares
- - -
Shareholding Share-
holding
Ratio%
0.73 - -
Shares 6,669,471 20,000 -
Date Elected
(Inaugurated)
March 22,
2019
Arpil 1,
2020
Arpil 01,
2020
September
30, 2015
Gender Male Male Female
Name Arthur
Tsao
Yao
Steven
Yih
Chun
Chris
Hong
Nationality
or Residency
ROC USA ROC
Title CEO
Also
President
Chief
Investment
Officer
Chief
Financial
Officer

-16-

Unit: NT$1,000 Remuneration
From the
Invested
Company Other
Than the
Company's
Subsidiaries
Remuneration
From the
Invested
Company Other
Than the
Company's
Subsidiaries
Remuneration
From the
Invested
Company Other
Than the
Company's
Subsidiaries
None None None None None None None * Except as Disclosed Above, Compensation Paid to Directors for the Services Rendered (e.g. non-employee consultants) to all Consolidated Entities in This Report: 0 Note 1: Expenses incurred in 2019.
Ratio of
A+B+C+D+E+F+G to
Net Income (%) (Note 2)

From all
Consoli-
dated
Entities in
This Report 0.35 0.11 0.11 0.24 0.11 0.11 0.11
From the
Company
0.35 0.11 0.11 0.24 0.11 0.11 0.11
Remuneration of Part-time Employees Compensations for
Employees (G)
From all
Consolidated
Entities in This
Report

Stock
- - - - - - -

Cash
- - - - - - -
From the
Company
Stock - - - - - - -
Cash - - - - - - -
Pension
(F)
From all
Consoli-
dated
Entities in
This
Report
189 - - 138 - - -
From the Company 189 - - 138 - - -
Salary, Bonus,
and
Compensation
(E) (Note 1)

From all
Consoli-
dated
Entities in
This Report
8,100 - - 4,400 - - -

From the Company
8,100 - - 4,400 - - -
Ratio of
A+B+C+D to
Net Income (%)
(Note 2)
From all
Consoli-
dated
Entities
in This
Report
0.11 0.11 0.11 0.11 0.11 0.11 0.11
From the Company 0.11 0.11 0.11 0.11 0.11 0.11 0.11
Remuneration of Directors Business
Expenses (D)
(Note 1)
From all
Consoli-
dated
Entities in
This
Report
60 60 60 60 60 60 60
From the Company 60 60 60 60 60 60 60
Remuneration for
Directors
(C)
From all
Consoli-
dated
Entities in
This
Report
3,594 3,580 3,580 3,580 3,580 3,580 3,580
From the Company 3,594 3,580 3,580 3,580 3,580 3,580 3,580
Pension
(B)
From all
Consoli-
dated
Entities in
This
Report
- - - - - - -
From the Company - - - - - - -
Remunerati
on
(A)
From all
Consoli-
dated
Entities in
This
Report
- - - - - - -
From the Company - - -
-
- - -
Name Ter-Fung
Tsao
Jason Hsuan Wendy Tsao Arthur Tsao Ben Chang George
Chou
Daniel
Chiang
Title Chairman Director Director Director Independent
Director
Independent
Director
Independent
Director

-17-

I.3.2.
Remuneration of president and vice president
As of Dec. 31, 2019 Unit: NT$ thousands

Remuneration From an
Invested Company Other
Than the Company's
Subsidiary
Invested Company Other
Than the Company's
Subsidiary
None None Note 1: Net income stated in the Separate Financial Statements in 2019.
Note 2: Appropriation of pension expense for the contracted management.

Ratio of A+B+C+D to Net income
(%) (Note 1)
From all
Consolidated
Entities in This
Report
0.13 0.22
From the
Company
0.13 0.22


Compensation for Employees (D)
From all
Consolidated
Entities in This
Report

Stock
0 0

Cash
0 0
From the
Company
Stock 0 0
Cash 0 0

Bonuses and Allowance
(C)
(Note 2)
From all
Consolidated
Entities in
This Report
900 2,100
From the
Company
(Note 2)
900 2,100

Pension (B) (Note 3)
From all
Consolidate
d Entities in
This Report
138 194
From the
Company
138 194

Salary (A)
(Note 2)
From all
Consolidated
Entities in This
Report
3,500 5,200
From the
Company
3,500 5,200
Name Arthur Tsao Yao Steven
Yih Chun
Title CEO President
As of April 30, 2020; Unit: NT$ thousand
Ratio of the Total Amount
of Net Income (%)
(Note 1)
0% 0% Note 1: Net income stated in the Separate Financial Statements in 2019.

Total
0
Cash 0
Stock 0
Name Ter-Fung Tsao Yao Steven Yih Chun Chris Hong Hsin-Chuan Wang Yen-Lin Cheng Yi-Ting Huang
Title CEO and also
President
Chief Investment Officer Chief Financial Officer R&D Division Director Marketing Division Director Supply Chain CenterDirector
Management

-18-

Unit: NT$1,000 Total
28,753
28,753
0.97
0.97
32,988
32,988
0.97
0.97
(1) Analysis of the Remuneration to the Directors, Supervisors, and Presidents of the Company in Proportion to the Net Income After Tax Stated in the Separate Financial Statements of the
Last Two Years:The ratio of the remunerations to the Directors, Supervisors, and Presidents of the Company to net income after tax of all companies included in the Consolidated
Financial Statements paid in 2019 was same as 2018.
(2) Please refer to Provision (VIII) on page 62for the payment policy of bonus to employees and remuneration to directors
The policies, standards, packages and procedures for payment of remuneration, and their linkages to business performance and future risks:
The Remuneration Committee shall be responsible for the formulation and periodic review for the remuneration of directors and managerial
officers paid by the company. In addition to the reference to the general remuneration level of the industry, the linkages to the individual
performance, corporate operation performance, mode of payment and future operating risks shall be taken into consideration as well. It shall
be implemented after submitting to the Board of Directors for approval; for the items assigned in statement of surplus allocation, it can be
implemented only after submitting to the shareholders' meeting for approval.
2019 Ratio of Total Amount to Net
Income After Tax (%)
Companies
in the
Consolidated
Financial
Statements
0.75 0.22 0.97
From the
Company
0.75 0.22 0.97
Total Amount of
Remuneration
Companies
in the
Consolidated
Financial
Statements
25,494 7,494 32,988
From the
Company
25,494 7,494 32,988
2018 Ratio of Total Amount to
Net Income After Tax (%)
Companies
in the
Consolidated
Financial
Statements
0.72 0.25 0.97
From the
Company
0.72 0.25 0.97
Total Amount of Remuneration Companies in the
Consolidated
Financial
Statements
21,380 7,373 28,753
From the
Company
21,380 7,373 28,753
Title Director President Total

-19-

III. Implementation of Corporate Governance

III.1 Information on operations of the Board of Directors

In order to strengthen corporate governance and promote the sound development of board composition and structure, Article 20-3 of the "Corporate Governance Best Practice Principles" issued by the company in 2016 states that Board members shall be diverse in form, and the corresponding diversity policies shall be formulated in accordance with its own operations, operating patterns and development demands, including but not limited to the following two standards:

I. Basic requirements and values: gender, age, nationality, and culture.

II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

The current Board of Directors of the company consists of 7 directors, including 4 directors and 3 independent directors with rich experience and expertise in the fields of finance and economics, business and management. The company also pays attention to the gender equality, improves women's participation in decision-making and improves the structure of the Board of Directors. At present, there is a female director among 7 directors.

1. A total of 6 meetings (A) were held by the Board of Directors in the most recent year. The attendance of directors is as follows:

Title Name Number of
Attendances
(B)
Time of
proxy
attendance
Ratio of Attendances
(%) [B / A]
Remarks
Chairman Mu Te Investment Co.
Ltd. Representative:
Ter-FungTsao
5 1 83%
Director Mu Te Investment Co.
Ltd. Representative:
Jason Hsuan
2 4 33%
Mu Te Investment Co.
Ltd. Representative:
WendyTsao
6 - 100%
Charng Hui Ltd
Representative:
Arthur Tsao
6 - 100%
Independent
Director
Ben Chang 6 - 100%
George Chou 5 1 83%
Daniel Chiang 6 - 100%
Other matters:
1.
Where the proceedings of the board meeting include one of the following circumstances, then describe
the date, session, topic discussed, opinions of every independent director, and their handling:
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act.

-20-

Date of the meeting
(Period)
Proposals Opinions of all independent
directors and the company's
handling of these opinions
Mar. 22, 2019
(14th Meeting from the 12th term
of theBoard of Directors)
Amendments to the "Procedures for
Acquisition and Disposal of Assets."
Approved by all Independent
Directors
May 08, 2019
(15th Meeting from the 12th term
of the Board of Directors)
1.
Amendments to the "Procedures
for Loaning of Funds to Other
Parties."
2.
Amendments to the "Procedures
for Endorsements and
Guarantees."
Nov. 05, 2019
(4th Meeting from the 13th term
of the Board of Directors)
2019 remuneration case for the CPAs.
Evaluation of the performance for the Board of Directors
Evaluation
cycle
Annually
Period of
Evaluation
Evaluation of the performance for the Board of Directors from Jan. 1, 2019 to Dec. 31,
2019
Scope
Performance evaluation of the Board of Directors and individual directors
Evaluation
methods
Self-evaluation by board members
Evaluation
contents
(1). Mastery of company goals and tasks, internal control, participation in company
operations,internal relationshipmanagement and communication,board operation,

2. Evaluation of the performance for the Board of Directors

-21-

professional and continuing education of directors, cognition and self-evaluation of responsibilities by directors.

(2). Participation in the discussion and evaluation - compliance with relevant laws and regulations by the Board of Directors.

III.2 Operations of the Audit Committee:

The company's Audit Committee is composed of 3 independent directors, and the purpose of the Audit Committee is to assist the Board of Directors in supervising the quality and integrity in respect of implementation of relevant accounting, auditing, and financial reporting procedures and control over finance by the company.

A total of 4 meetings (A) were held by the Audit Committee in 2019. The matters reviewed mainly include:

  1. Preparation and Adjustment of the Financial Reports

  2. 2019 Business Plan and Budget

  3. Revision of the "Procedures for Acquisition and Disposal of Assets," "Procedures for Loaning of Funds to Other Parties," and "Procedures for Endorsements and Guarantees"

  4. Financial Report and Consolidated Financial Statements

  5. Information Security

  6. Material Capital Loan and Endorsement or Guarantee

  7. Evaluation of the Qualifications, Independence, and Performance of the CPAs

  8. Appointment, Dismissal, and Compensation of CPAs

  9. Self-evaluation Questionnaire for Performance of Audit Committee

  10. The Design and Implementation Instructions for the Internal Control System

A total of 4 meetings (A) were held by the Board of Directors in the most recent year. The attendance of independent directors is as follows:

Title Name Number of
attendance in
person(B)
Time of
proxy
attendance
Percentage of
attendance in
person(%) [B/A]
Remarks
Independent
Director
Ben Chang 4 0 100%
George Chou 4 0 100%
Daniel Chiang 4 0 100%
Other matters:
I.
If the Audit Committee has any of the following circumstances, the date, session, proposal
content, the resolution of the Audit Committee and the company's response toward the Audit
Committee's opinions shall be specified.
(I)Matters listed in Article 14-5 of the Securities and Exchange Act
Date of the meeting
(Period)
Proposals
The Audit
Committee's opinion
and the company's
disposition to Audit
Committee's opinion.
Mar. 22, 2019
(12th Meeting from
the 1st term of the
Board of Directors)
1. Amendments to the "Procedures for Acquisition
and Disposal of Assets"
2. 2018 Financial Report and Consolidated
Financial Statements.
Approved by all
Independent
Directors
May 08, 2019
(13th Meeting from
the 1st term of the
Board of Directors)
1. Amendments to the "Procedures for Loaning of
Funds to Other Parties."
2. Amendments to the "Procedures for
Endorsements and Guarantees."

-22-

Aug. 05, 2019
(1st Meeting from
Consolidated Financial Report for the second
the 2nd term of the
quarter of 2019.
Board of Directors)
Nov. 05, 2019
(2nd Meeting from
the 2nd term of the
2019 remuneration case for the CPAs.
Board of Directors)
(II) Except the items in the preceding issues, other resolutions which was not approved by the
Audit Committee but approved by two-thirds of all Board of Directors members: None.
II. In regard to the recusal of Independent Directors from voting due to conflict of interests, the
name of the Independent Directors, the proposal content, reasons for recusal due to conflict of
interests and voting outcomes should be specified: None.
III. Communication between the independent director and internal audit supervisor and the CPA: The
independent director of the company shall discuss and communicate regularly with the CPA,
discussing accounting principles and financial statements, as well as exchanging views on major
financial changes and business changes or operating risks; and the chief internal auditor shall
report to the independent director on a regular basis and communicate on the company's internal
controls and risks.

III.3 Supervisors’ involvements in Board of Directors meetings:

The company has set up an Audit Committee to replace the supervisors on Jun. 15, 2016.

-23-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Compliant to the
regulations prescribed
by Article 2 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."

Compliant to the
regulations prescribed
by Articles 10, 13, 14,
19 and 30 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."

Implementation status

Description
The company has established the "Corporate Governance Best Practice
Principles" and has related regulations for protecting the shareholders' rights,
strengthening the functions of the Board of Directors, respecting the rights of
stakeholders, and
improving information transparency.
(I)
In order to ensure shareholders 'rights, the company has spokesperson,
Stock Affairs Department, Legal Department and other relevant
departments to handle shareholders' suggestions or disputes.
(II)
The company shall regularly obtain the latest register of shareholders
from the stock affairs agency, and acquire the list of major shareholders
substantially controlling the company and their ultimate controlling
parties and maintain good interaction with them. The change data shall
be declared in accordance with regulations on information declaration
of listed companies and disclosed on Market Observation Post System.
(III) The assets, business, and finance between the company and affiliates
shall be split clearly and operated independently. Besides, the
"Supervision Measures for Subsidiaries," "Procedures for Acquisition
and Disposal of Assets," "Procedures for Loaning of Funds to Other
Parties," "Procedures for Endorsements and Guarantees," and other
related measures have been established in accordance with regulations,
to implement risk control mechanism and firewall management for
affiliates.
No.
Yes V V
V
V
Evaluation item I.
Does the company establish and
disclose the "Corporate
Governance Best Practice
Principles" based on "Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies"?
II.
Shareholding structure &
shareholders' rights
(I)
Does the company establish an
internal operating procedure to
deal with shareholders'
suggestions, doubts, disputes and
litigations, and implement based
on the procedure?
(II) Does the company possess the
list of its major shareholders as
well as the ultimate owners of
those shares?
(III) Does the company establish and
execute the risk management and
firewall system within its
conglomerate structure?

-24-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof


Compliant to the
regulations prescribed
by Articles 27, 20,
28-1 and 37 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."
Implementation status
Description
(IV) The company has established "Management Regulations for Prevention
of Insider Trading" against insiders trading with undisclosed
information.
(I)
There is one female member out of the seven directors in the company,
accounting for 14%; the directors are experts in aspects like assets
management and risk control, with Ter-Fung Tsao, Jason Hsuan, Arthur
Tsao good at food industry, George Chou, Daniel Chiang good at
information technology and Ben Chang, Wendy Tsao good at finance
and investment. Four directors are over 70 years old, two are between 60
and 69 years old, and one director is under the age of 40. The Board of
Directors and the independent director shall exercise their power in
accordance with laws, the provisions of the Articles of Incorporation and
resolutions of shareholders' meeting. The diversity policy on the
formation of the Board members is disclosed on the company website
and on the Market Observation Post System.
(II)
The company has set up the Remuneration Committee and the Audit
Committee according to law, but has yet to set up other various
functional committees.
(III) The company's policy, system, standard and structure for annual and
long-term performance goals and remunerations of directors,
independent directors, and managerial officers shall be established and
regularly reviewed by Remuneration Committee, in accordance with
"Remuneration Committee Charter."
The company has established "Measures for the Performance Evaluation
of Directors and Managerial Officers" and evaluates the performance of
directors regularly every year. The latest internal performance evaluation
No. V
Yes V V
V
Evaluation item (IV) Does the company establish
internal rules against insiders
trading with undisclosed
information?
III.
Composition and
responsibilities of the Board of
Directors
(I)
Does the Board of Directors
develop and implement a
diversified policy for the
composition of its members?
(II)
Does the company voluntarily
establish other functional
committees in addition to the
Remuneration Committee and
the Audit Committee?
(III) Does the company establish a
standard to measure the
performance of the Board of
Directors, and implement it
annually?

-25-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Implementation status
Description
of the Board of Directors (2019) was completed by in Mar. 2020, and
the report was submitted to the Board of Directors on Mar. 18, 2020 for
review and improvement. The items of the performance evaluation of
the Board of Directors shall include: mastery of company goals and
tasks, internal control, participation in company operations, internal
relationship management and communication, board operation,
professional and continuing education of directors, cognition and
self-evaluation of responsibilities by directors. The indicators of
directors' participation in the discussion shall include: compliance with
recusal of directors' interests, required continuing education hours per
year, percentage of attendance in person in board meetings and
shareholders' meetings. The average score of the evaluation was 87.43.
The outcome of overall result of board performance was still effective.
(IV) An annual evaluation of CPA independence shall be carried out by the
Accounting Department of the company. The results were submitted to
the Audit Committee and Board of Directors on Nov. 5, 2019 for
approval. According to the evaluation by the Accounting Department of
the company, the CPAs, Tse-Li Kung and Ching-Chen Yang from
Deloitte & Touche comply with the company's evaluation standards of
independence (Note 1), so they are qualified to serve as the company's
CPAs. Deloitte & Touche has issued a statement declaring no violation
of independence.
(Note 1): Evaluation standards for the independence of CPAs
Meet
independence
criteria
Yes Yes Yes

Evaluation
results
No No No

Evaluation item
1. Is the CPA an employee of the company or the related
companies?
2. Does the CPA hold the company's shares? 3. Does the CPA engage in financing activities or
guarantee behaviors with the company or its directors?
No.
Yes V
Evaluation item (IV) Does the company regularly
evaluate the independence of
CPAs?

-26-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
In compliance with
Article 3-1 of the
"Corporate
Governance Best
Practice Principles for
TWSE or TPEx Listed
Companies."
Implementation status
Description
The company established a corporate governance team according to the
resolution of the board meeting on Mar. 22, 2019, appointing Ms. Chris
Hong, CFO, as the corporate governance officer in charge of promoting
corporate governance, protecting shareholders' rights and strengthening the
functions of the Board of Directors. Ms. Chris Hong passed the CPA
college entrance examination of Taiwan and has been engaged in financial
work in public companies for more than three years. The corporate
governance officer shall be responsible for handling matters related to the
Board of Directors and shareholders' meeting in accordance with laws,
drawing up agendas of the board meetings and shareholders' meetings,
assisting induction and continuing education of directors and supervisors,
providing directors, supervisors with the information required to carry out
business, and assisting directors and supervisors to comply with ordinance.
Implementation status in 2019 is as follows:
1. Assist independent directors and general directors to perform their duties,
provide necessary information and arrange for continuing education for
directors:
(1) Notify the board members of the latest amendments and development
to laws and regulations relating to the company's businesses and
corporate governance and regularly update them.
Yes Yes Yes Yes Yes Yes
No No No No No Yes
4. Are there direct or indirect material financial interests
between the CPAs and the company?

5. Are there close business relations between the CPA
and the company?

6. Are there close business relations between the CPA
and the company's management, or other individuals
in positions that could seriously impact the audit?

7. Does the CPA provide the company non-audit items
that may directly affect the audit?

8. Does the CPA act as the defender of the company or
on behalf of the company to coordinate conflicts with
other third parties?
9. Does the CPA provide the statement of independence?
No.
Yes
V
Evaluation item IV.
Does the listed company
appoint an exclusively (or
concurrently) responsible unit
or personnel to be in charge of
corporate governance affairs
(including but not limited to
furnishing information required
for business execution by
directors and supervisors, and
handling, in accordance with
relevant laws, matters related to
board meetings and
shareholders' meetings, business
registration and changes to the
registration, and for preparing
minutes of board meetings and
shareholders' meetings)?

-27-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof

Implementation status
Description
(2) Review the confidentiality level of the relevant information and provide
corporate information required by the directors to maintain smooth
communication and interaction between directors and managers.
(3) Arrange meetings with the chief internal auditor or CPAs for
independent directors who are in need of investigating the company's
financial or business operation, in accordance with the "Corporate
Governance Best Practice Principles."
(4) Assist independent directors and general directors in drawing up annual
continuing education plan and making arrangement for courses in
accordance with the nature of the industry to which the company
belongs and the experience and background of directors.
2. Assist in the matters related to the rules of procedures of Board of
Directors and shareholders' meeting as well as legal compliance with
resolutions:
(1) Report the implementation of corporate governance to the Board of
Directors, independent directors, and Audit Committee or supervisors,
and confirm whether the meetings of the company's shareholders'
meeting and Board of Directors are held in compliance with relevant
laws and regulations and the "Corporate Governance Best Practice
Principles."
(2) Assist in and remind directors of the regulations to be complied with
when performing their duties or officially voting on resolutions by the
Board of Directors, and offer suggestions when the Board of Directors
is going to vote on an illegal resolution.
(3) Be responsible for checking the release of the major information related
to the important resolutions made by the Board of Directors, and ensure
the legality and accuracy of the contents of such information, so as to
keep the consistency of investor's trading information.
3. Draw up agendas for board meetings and notify directors of the agendas
seven days before the meeting, convene meetings and provide information
about the meetings, send out reminders regarding agendas that require
No.
Yes
Evaluation item

-28-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Compliant to the
regulations prescribed
by Article 51 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."
Implementation status
Description
recusal of directors and complete the minutes of the board meeting within
20 days after the meeting.
4. Handle prior registration for shareholders' meetings, prepare meeting
notices, agenda handbook, meeting minutes within the statutory period, as
well as handle registration of changes due to amendment of regulations and
re-election of directors
A total of 18 continuing education hours in 2019:

Dec. 6,
2019
Audit and control practice over lowering costs
and competitive strategies of companies
6
The company has established a spokesman system and properly uses the
public information systems, ensuring shareholders and stakeholders fully
understanding the company's financial operations and corporate governance.
The company has also established a special zone for the stakeholders on the
website, so the stakeholders may contact the company via telephone or e-mail
to reflect different CSR issues of concern.
Hours 6 6 6

Course title
Lectures on internal auditing practice: How to
Deal with Corporate Crisis - Focusing on Risk
Management and Crisis Communication

Audit and law compliance practice over
"independent directors" and "Audit
Committees" of companies required by the
competent authorities

Audit and control practice over lowering costs
and competitive strategies of companies

Undertaker
Unit
Accounting
Research and
Development
Foundation

Continuing
education
date
Oct. 23,
2019
Oct. 31,
2019
Dec. 6,
2019
No.
Yes V
Evaluation item V.
Has the company established a
communication channel with
stakeholders (including but not
limited to shareholders,
employees, customers, and
suppliers)? Has a stakeholders'
area been established in the
company's website? Are major
Corporate Social Responsibility
(CSR) topics that the
stakeholders are concerned with
addressed appropriately by the
company?

-29-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Compliant to the
regulations prescribed
by Article 7 of the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies."



Compliant to the
regulations prescribed
by Articles 55, 56, 57
and 58 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."
Compliant to the
regulations prescribed
by Article 59 of the
"Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies."
Implementation status
Description
The corporation has appointed CTBC Bank to handle affairs of the
shareholders' meeting.
(I)
The company has established a website in both Chinese and English to
information on financial operations and corporate governance under the
"Investor Information" area at www.sfworldwide.com
The website is maintained by a dedicated person to ensure that the
information is correct and real-time.
(II)
The company has a spokesperson and a deputy spokesperson, and
arranges dedicated units responsible for company information collection
and disclosure. The significant external announcement shall be made
according to regulations in "Taiwan Stock Exchange Corporation
Procedures for Verification and Disclosure of Material Information of
Companies with Listed Securities"; and the relevant information of legal
representative meeting shall also be placed on the company's website
for shareholders' reference.
(I)
Employee's rights and employee wellness:
1. The employee asset is one of the most important assets of the
company. The "Working Rules for Employees" shall be made by
the company in accordance with Labor Standards Act and relevant
regulations to specify the rights and obligations of the employees.
2. The company continuously and systematically improves the quality
of talents. In addition to the regular employee education and
training, the supply of external training opportunities and funding,
No.
Yes V V
V
V
Evaluation item VI.
Has the company appointed a
professional shareholder service
agency to deal with shareholder
affairs?
VII.
Information disclosure
(I)
Does the company establish a
website to disclose information
on financial operations and
corporate governance?
(II)
Does the company adopt other
means of information disclosure
(such as establishing an English
language website, delegating a
professional to collect and
disclose company information,
implement a spokesperson
system, and disclosing the
process of investor conferences
on the company website)?
VIII. Is there any other important
information to facilitate a better
understanding of the company's
corporate governance practices
(including but not limited to
employee rights, employee
wellness, investor relations,
supplier relations, stakeholder

-30-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof

Implementation status
Description
the company also develops talents via job rotations, special project
participation, and senior supervisor guidance.
3. The company has established an Employee Welfare Committee, which
gives out birthday or anniversary gift regularly, arranges employee
club activities and provides travel subsidies and allowances for
marriage, death, birth and illness. Furthermore, the company arranges
regular health check and purchase group accident insurance and
medical insurance for employees and the premiums are fully borne by
the company.
4. The company promotes labor safety and health and has established
a complete proposal system, encouraging employees to make
suggestions on continuous improvement and innovation of the
company. Moreover, the corporate culture emphasizes the steady
and practical team spirit and encourages the employees to face
challenges with mutual respect and support.
(II)
Investor relations: the company discloses all the information on
Market Observation Post System in accordance with acts and
regulations to protect rights of investors, and establishes a "Special
Investor Information Zone" on website, from which investors can
acquire the relevant information of the company, with service contact
information to maintain the good and harmonious relationship
between the company and its shareholders.
(III)
Supplier relations: the company maintains a smooth communication
channel with suppliers and adheres to the principle of sincerity in
order to establish a long-term, stable and cooperative relationship with
mutual trust, jointly pursuing sustainable growth. Furthermore, the
company carries out supplier evaluation on a regular basis and selects
good suppliers as partners.
(IV)
Stakeholders' rights: the company maintains a smooth communication
channel for the stakeholders' rights, and respects and maintains their
legitimate rights. If there is any dispute about the legitimate rights of
No.
Yes
Evaluation item rights, continuing education
records of directors and Audit
Committee members,
implementation of risk
management policies and risk
evaluation measures,
implementation of customer
policies, and participation in
liability insurance by directors
and supervisors)?

-31-

Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
Deviations from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies" and reasons
thereof
(IX). Please state the improved situation according to the corporate governance evaluation results released by the Corporate Governance Center of
TWSE in the latest year, and put forward priority items and measures for those which have not been improved: the company regularly carries out
corporate governance evaluations in accordance with the regulations of the competent authority. In the future, the company shall strengthen
corporate governance by improving the situation and protecting shareholders' rights, strengthening equal treatment of shareholders, strengthening
the board structure and improving information transparency.
Implementation status
Description
the stakeholders, the company shall abide by the principle of sincerity
and settle the disputes properly.
(V)
Continuing education of directors and Audit Committee members: the
directors and Audit Committee members of the company are qualified
with professional skills. Please refer to the following attachment:
Summary on continuing education of directors in 2019.
(VI)
Implementation of risk management policies and risk measurement
standards: for the risk management policies, organizational structure
and related risk control operations of the company, please refer to the
descriptions in Pages 274-277 of "Risk Analysis and Evaluation
during the Most Recent Year up to the Publication Date of the Annual
Report." Furthermore, the company has analyzed, tracked and
responded to events that may pose high risks to operating objectives,
in order to establish a sound management mechanism.
(VII)
Implementation of customer policies: the company has established a
special line for customer service, maintaining smooth communication
with customers. The company has been actively participating in
related food safety association, fulfilling the responsibilities and
obligations as a member, caring about community environmental
protection and other public welfare issues, and being dedicated to
obtaining health food certification.
(VIII) Liability insurance purchased by the company for its directors and the
Audit Committee: the company has covered the director liability
insurance for all directors and the Audit Committee.
No.
Yes
Evaluation item

-32-

Hours of
continuing
education
3 3 3 3 3 3
Course title Practices for Anti-money Laundering and Bribery Risk
Management

Countermeasures for the business secret maintenance and
the infringement prevention of company

Innovation, Digital Technology and Competitive
Advantages

Group corporate governance
Corporate management and media PR strategies Discover Corporate Values from CSR

Organizer
Taiwan Corporate
Governance Association
Taiwan Corporate
Governance Association
Taiwan Investor Relations
Institute

Continuing
education
date
2019.09.24 2019.07.12 2019.12.13

Name
Ben
Chang
George
Chou
Daniel
Chiang

Title
Independent
Director
Independent
Director
Independent
Director

-33-

1. A. Professional Qualifications and Independence Analysis of Remuneration Committee Members Remarks Remarks - - - Note: For any committee member whofulfills the relevant condition(s) 2 years before being elected or during the term of office, please provide the "√" sign inthe field next to the corresponding
condition(s).�
(1) Not an employee of the company or any of its related company.
(2) Not a director or supervisor of the company or any of its related company (not applicable in cases where the person is an independent director of the company, its parent company, its subsidiaries or
any subsidiary of the same parent company as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).
(3) Not a natural person shareholder who holds more than one percent (1%) of issued shares or is ranked top ten in terms of the total quantity of shares held, including the shares held in the name of the
person, the person's spouse, minor children, or in the name of others.
(4) Not a managerial officer listed in (1) or a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship listed in (2) and (3).
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company or of a corporate shareholder that ranks among
the top five in shareholdings, appointed according to Article 27 (1) or (2) of Company Act (Not applicable in cases where the person is an independent director of the company, its parent company, or
any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).
(6) Not a director, supervisor or employees of another company controlled by the same person with more than half of the company's director seats or voting shares (Not applicable in cases where the
person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.)
(7) Not a director, supervisor, or an employee of a company where the chairman, general manager or any equivalent position are held by the same person or by his/her spouse separately (Not applicable
in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or
subsidiary.)
(8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the company (excluding
specified companies or institutions holding more than 20% but less than 50% of the total issued shares of the company, and independent directors appointed by both the company and its parent
company, subsidiary or subsidiaries under the same parent company pursuant to this regulation or the local regulations).
(9) Not a professional individual who is an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution, or a spouse thereof, that provides commercial,
legal, financial, accounting services or consultation to the company or its affiliated companies, or those made an accumulated profit of less than NT$500,000 over the last 2 years. However, members
Number of
other public
companies
where the
individual
concurrently
serves as a
Remuneration
Committee
member
2 3 1


Independence criteria (Note)
10 V V V
9 V V V
8 V V V
7 V V V
6 V V V
5 V V V
4 V V V
3 V V V
2 V V V
1 V V V


Meets one of the following professional qualifications, with at least
five years of work experience
Work experience
necessary for
business
administration, legal
affairs, finance,
accounting, or
business sector of
the company
V V V
Currently serving as
a judge, prosecutor,
lawyer, accountant,
or other professional
practice or
technician that must
undergo national
examinations and
specialized license
Currently serving as an
instructor or higher
post in a private or
public college or
university in the field
of business, law,
finance, accounting, or
the business sector of
the company

Qualification
Name Ben Chang George Chou Daniel Chiang
Title Independent
Director
Independent
Director
Independent
Director

-34-

of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities and
Exchange Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.
(10) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.
2.
Operational Status of the Remuneration Committee:
(1) The company has a Remuneration Committee composed of three members.
(2) The term of the third-session committee member: from Jun. 15, 2016 to Jun. 14, 2019; the term of the fourth-session committee member:
from Jun. 13, 2019 to Jun. 12, 2022. Two Remuneration Committee meetings were held twice in 2019 (A), and qualifications of the
members and attending members were as the following:
Remarks None Other matters:
I.
Discussions and resolutions of the Remuneration Committee

Mar. 22, 2019
(6th Meeting from the
3rd term of the BOD)
1. 2018 Performance Evaluation of Directors and Managerial Officers.
2. Report on the Distribution Status of the Compensation of Employees
and Directors for 2018
Approved by all
Independent
Directors
Nov. 05, 2019
(1st Meeting from the
4th term of the BOD)
Discussions on the ratio of appropriation of compensation of employees
and Directors for 2019.
II.
If the Board of Directors chooses not to adopt or revise recommendations proposed by the Remuneration Committee, the date of
the meeting, term, agenda, resolution results, and the company's response to the comments provided by the Remuneration
Committee shall be described: None.
III.
If the resolutions to which the members of the Remuneration Committee have an objection or reservation are recorded or
written, please state the date and session of the meeting of the Remuneration Committee, proposals, opinions of the members,
and handling of the opinions: None.
Resolution Approved by all
Independent
Directors
Percentage of attendance in
person (%)
[B / A]

100%
100% 100%
Proposals 1. 2018 Performance Evaluation of Directors and Managerial Officers.
2. Report on the Distribution Status of the Compensation of Employees
and Directors for 2018
Discussions on the ratio of appropriation of compensation of employees
and Directors for 2019.

Number of attendance in
person (B)
2 2 2

Name
Ben Chang George Chou Daniel Chiang
Date of Meeting
(Period)

Mar. 22, 2019
(6th Meeting from the
3rd term of the BOD)

Nov. 05, 2019
(1st Meeting from the
4th term of the BOD)

Title
Convener Committee
member
Committee
member

-35-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
The Company complies with
the Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEX
Listed Companies.







The Company complies with
the Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEX
Listed Companies.
Implementation Performance Summary 1. The Company has established the “CSR Best Practice Principles” and
actively implemented environmental protection and energy
conservation, and involved in social charity events.
2. The Company provides education on occupational safety and health and
arranges disaster response exercises at planned intervals.
3. The Company has formed a dedicated team to promote CSR and related
affairs and report the results to the management.
4. The Company has defined the organizational reward and punishment
policies in the “Employee Work Rules” and has established a
well-planned system to evaluate employee performance and reward
excellent employees.
1.
The main packaging materials adopted by the Company’s products are
categorized into glass, iron/aluminum cans, plastic and paper cases,
etc., by nature, which are selected based on the four indicators:
(1). Quality and Safety: All packaging materials holding food comply with
the “Sanitation Standard for Food Utensils, Containers, and Packages”
to ensure the safety of the packaging materials.
(2). Environmental Protection and Recycling: The packaging of all products
bears the CNS recycling mark to remind consumers that the packaging
may be recycled after using the products, and the paper cases are made
No
Yes




Assessment Item 1. Corporate governance promotion (1) Does the Company establish a CSR
policy or system and review the
effectiveness of implementation?
(2) Does the Company arrange CSR
training on a regular basis?
(3) Does the Company establish a
dedicated (concurrent) unit to
promote CSR with authorization
from top management and to report
the effectiveness of implementation
to the board?
(4) Does the Company establish a fair
compensations policy combing
with the employee performance
evaluation system and CSR policy
and an effective and well-defined
reward and punishment system?
2. Development of a sustainable
environment:
(1) Does the Company make efforts to
enhance resource efficiency and
use recycled materials with lower
environmental impact?

-36-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof


























Implementation Performance Summary of eco-friendly pulp. The Company selects suppliers who pass product
certification, and uses its best efforts to reduce consumption of the
consumables for packaging materials in order to mitigate the rapid
decrease of trees due to human being’s excessive development and to
do its best for the environment and ecology in which human beings are
living.
(3). Waste Reduction: The packaging and design of such products as gift
boxes have been reviewed and approved in accordance with the
“Excessive Product Packaging Restriction” laws and regulations
promulgated by Environmental Protection Administration before the
product hits the market, in order to prevent the packaging from
deriving excessive waste and to protect the environment on the earth.
(4). Green
Ecology:
Given
the
increasing
green
consumption
consciousness, paper packaging materials adopted by bulk products,
which pass FSC certification, account for 72.43% of all packaging
materials, including the long-life milk series already adopting 100%
packing materials with FSC certification.
No
Yes
Assessment Item

-37-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Implementation Performance Summary 2. The Company always spares no effort to protect the environment in
response to the environmental protection policies promoted by the
government. The Company implements environment management and
environmental equipment inspections, and also establishes a dedicated
unit to engage in transportation, maintenance, and improvement of
various pollution equipment. Meanwhile, the Company adopts a
management model consisting of planning (P), deployment (D),
checking (C), and auditing (A) to set the indicators about the
consumption of power, water, waste water emission, waste articles, and
waste gas emission to help it control said conditions from time to time.
In response to the implementation of ISO 14001 environmental
management system, the Company has successively adopted the air
pollution control procedure, wastewater control procedure, industrial
waste management regulations, toxic chemical substance operation
control, operating standards for noise control, and operating procedures
for management of water dispensers since November 2014.
The company follows the following policies for energy management
department:

Comply with energy laws and regulations, building energy
management system

Actively promote energy conservation, strengthen energy
independent management

Follow energy management policy, everyone join in conservation
and carbon reduction

Design to purchase the products of energy saving,improve energy
efficiency

Building the protection and energy saving environment, improve
resource utilization efficiency

Continue to promote energy conservation and carbon reduction ,
Achieve greenhouse gases reduction
No
Yes
Assessment Item (2) Does the Company establish an
appropriate environmental
management system (EMS)
according to the characteristics of
its industry?

-38-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Implementation Performance Summary 3. The company actively promotes various energy conservation and carbon
reduction policies. In addition to the continuous monitoring process of
the factory to improve equipment efficiency, it also implements energy
conservation and power saving management. The projects that have
been implemented in 2020 years are listed below :
(1) Reuse of process water:
The clean water after moistening the packing material is recycled
and reused. The recycled water is filtered by the activated carbon
tank and sent to the ion exchange resin to make pure water, which
will be used by the boiler after passing the inspection. It is
estimated that 24,000 tons of water can be recovered every year,
while 24,000 tons of waste water can be reduced.
(2) New monitoring and improvement of public equipment in Dayuan
plant:
There are 4 air compressors in total - 3 in air compressor room and
1 in air compressor room of production line. After centralized
monitoring and management of air compressor, effective power
and invalid power are analyzed It is estimated that 10% of the
operating power can be saved, 832 hours can be saved every year,
111.9kw can be reduced per hour, and 93100kwh can be reduced
every year.
(3) Replace the variable frequency air compresso:
This year, the 100hp air compressor will be replaced with
frequency conversion oil-free type, which is expected to improve
the efficiency by 8% and reduce the power consumption of
42600kwh (KWH) every year.
(4) Renewal of high energy consumption and water consumption
equipment (Sterilizer):
The high energy consumption and water consumption production
equipment will be replaced with the equipment with high heat
transfer efficiency and recyclable water. It is estimated that each
No
Yes
Assessment Item (3) Has the Company noticed the effect
of climate change on its business
activities and does it implement
GHG inventory and establish an
energy conservation and GHG
reduction strategy?

-39-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
The Company complies with
the Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEX
Listed Companies.
Implementation Performance Summary production can save 2 tons of water source, reduce waste water
source and reduce heat consumption. It is estimated that 252,000
kilojoules (kJ) can be saved each time.

1. The Company has established the “Employee Work Rules” to protect
the rights and benefits of employees and contributed pension funds for
employees. The Company has also established the Employee Welfare
Committee to undertake various employee welfare affairs.
2. The Company has established a grievance system and procedures as
defined in the “Measures for Workplace Sexual Harassment Prevention”
and Regulations for Grievances and Punishment”. The Company has
also established the Grievance Address Committee to implement the
grievance system. Apart from reporting grievances to the committee,
employees can file their grievances by grievance hotline or e-mail.
3. The Company implements education and training on labor safety and
health whenever new employees come onboard, and conducts a health
examination for workers at all of the plants in August. In addition, the
Company also feeds the employees with information on occupational
safety and health of the work environment from time to time.
4. The Company holds the employer-employee (labor/management)
meeting at planned intervals and has set up a suggestion box on the
intranet mechanism to interact with employees. In addition, the
Company gives notices to employees through harmonious
employer-employee communication and maintains sound and
harmonious employer-employee relations, to prevent significant
operational changes.
5. The Company provides a diversified learning environment, by virtue of
the systematic general education courses, inter-departmental on-the-job
training and practice, research counseling from senior consultants,
No
Yes




Assessment Item 3. Implementation of philanthropy
(1) Does the Company establish
relevant management policies and
procedures with reference to
relevant international regulations
and international human rights
treaties?
(2) Does the Company establish
mechanisms and channels for and
properly handle employee
grievances?
(3) Does the Company provide
employees with a safe and healthy
work environment and regularly
arrange safety and health
training/education for employees?
(4) Does the Company establish
mechanisms for periodic employee
communication and reasonably
notify employees of significant
operational changes that could
substantially affect them?
(5) Does the Company establish
effective training programs for
employees to develop

-40-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof





The Company complies with
the Corporate Social
Responsibility Best Practice
Implementation Performance Summary participating in projects, attendance at theme meetings,
inter-departmental and inter-company job rotation, management’s
continuing education abroad, and self-learning by reading designated
reading materials, in order to facilitate personal and team development
and growth.
6. The Company provides a hotline of the contact window for stakeholders
on the corporate website to provide immediate services and assistance
so as to maintain and protect consumer rights and benefits.
7. The Company labels foods and manages advertisements with reference
to the “Act Governing Food Safety and Sanitation” and discloses
ingredient supplier information with reference to the “Regulations
Governing the Registration of Food Businesses”.
8. The Company evaluates each supplier prior to having business with
them. The evaluation also includes if suppliers have food safety records
and assesses the severity of their offences, so as to select excellent
suppliers as partners through the supplier evaluation process.
9. Given food safety is the most important thing to protect consumer rights
and benefits, although the Company does not include CSR-related terms
in contracts signed with suppliers, through periodic visits and annual
evaluation and audit of active suppliers, the Company reinforces
supplier management to ensure the quality (Q), cost (C), delivery (D),
and service (S) of suppliers and ingredients conform to production
needs and thereby ensure consumer health and safety.
The Company has formed a dedicated team to promote CSR affairs, and has
completed the CSR Reports for 2015-2017 and established the “CSR” site
on the Company's website for the public to download the same Report from
No
Yes



Assessment Item employability? (6) Does the Company establish
policies and procedures to protect
consumer rights and benefits in
R&D, procurement, production,
operation, and service processes?
(7) Does the Company follow relevant
regulations and international
standards to market and label
products and services?
(8) Does the Company assess if
suppliers have records of causing
impacts on the environment and
society?
(9) When signing contracts with
major suppliers, does the
Company include the following
terms in the contract: when
suppliers violate the Company’s
CSR policy and have significant
impact on the environment and
society, the Company may
terminate or rescind the contract at
any time?

4. Reinforcement of disclosure of CSR
information.
(1)
Does the Company disclose

-41-

Deviations from the "Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies"
and reasons thereof
Principles for TWSE/TPEx
Listed Companies.
5. If the Company has established own code of CSR practice with reference to the “Corporate Social Responsibility Best PracticePrinciples for
TWSE/TPEX Listed Companies,” specify its operation and non-compliance with the best practice principles: The Company has established and put
into practice the “Corporate Social Responsibility Best Practice” in compliance with the principles.
6. Other material information enabling a better understanding of CSR implementation: Major activities sponsored by the Company last year 9
Association legal person Kaohsiung Federation of
charities
19
Foundation for academic development of Taiwan University
10
Taipei Medical University
20
World Vision
9
Association legal person Kaohsiung Federation of
charities
19
Foundation for academic development of Taiwan University
10
Taipei Medical University
20
World Vision
7. If the organizational CSR report has passed the verification standards of relevant certification authorities, please specify:The Company’s CSR Report
has been verified by Deloitte Taiwan with the limited assurance report.
Beneficiary Taiwan Association for Food Science and Technology Taiwan industry and Economic Construction Institute Association of the Republic of China Foundation for drug control and development Association legal person Taiwan Society of biotechnology and
Bioengineering
Miao Li County Private Haiqing elderly care center Taiwan Institute of Directors Lixin Social Welfare Foundation Foundation for academic development of Taiwan University World Vision
Implementation Performance Summary the site.
Item 11 12 13 14 15 16 17 18 19 20
Beneficiary Chinese Christian Relief Association Taipei Trend Study Educational Foundation Taipei Communications Educational Foundation CNEX Foundation Hong-Hua Foundation Christian Huashen school Consortium Taipei Qingjing medical care Charity Foundation Taiwan heart surgery research and Development
Association
Association legal person Kaohsiung Federation of
charities
Taipei Medical University
No
Yes
Assessment Item relevant and reliable CSR
information on the corporate
website and MOPS?
Item 1 2 3 4 5 6 7 8 9 10

-42-

Deviations from the "Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies" and reasons thereof
The Company complies
with the Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEX Listed
Companies.
Implementation Performance Summary The Company has established the “
Ethical Corporate Management
Best Practice Principles” and specified clearly in the “Ethical
Corporate Management Best Practice Principles” and “Employees
Work Rules” that employees are not allowed to extort treatments, gifts,
kickbacks, or benefits of any form based on their authority. The
Company also makes known to employees that “maintaining business
integrity through fair and ethical operations” is the backbone policy of
Standard Foods. To protect organizational trade secrets and intellectual
property, employees are requested to sign a “letter of undertaking” to
promise not to accept commissions, kickbacks, paybacks, cash, loans,
or undue or improper advantage (including, but not limited to,
treatment or travel or gift). In addition, the Company has specified the
policy for avoiding conflicts of interest in the “Rules of Procedure for
Board Meetings”.
No
Yes

Assessment Item 1. Policies and plans for fair and
ethical business operations
(1)Does the Company specify its
policies and practices to maintain
fair and ethical business
operations in relevant regulations
and external documents? Do the
board and management actively
implement the commitments
made in relevant policies?
(2)Does the Company draw up
programs to prevent unethical
conduct and set out in each
program and implement SOPs,
conduct guidelines, penalties for
violation, and a grievance
system?
(3)Does the Company take
precautionary action to prevent
business activities specified in
paragraph 2 of Article 7 of the
Ethical Corporate Management
Best Practice Principles for
TWSE/TPEX Listed Companies
and other business activities
within its scope of business with
higher behavioral risk?

2. Implementation of fair and ethical
business operations

-43-

Deviations from the "Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies" and reasons thereof
The Company complies
with the spirit of the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEX Listed
Companies.
Implementation Performance Summary The Company does not accept cash gifts or kickbacks of any kind from
suppliers to ensure reasonable prices and premium quality. The
Company’s human resources unit is the dedicated (concurrent) unit to
promote fair and ethical business operations. In addition, the Company
has established a sound internal control system where internal auditors
audit the performance of each unit at planned intervals.
When new employees report to the Company, the human resources unit
will inform them of the Company’s fair and ethical business
operations. In addition, we have established a laws and regulations site
on the intranet to provide employees with relevant legal knowledge.
No
Yes



Assessment Item (1)Does the Company assess if
trading counterparts involved in
any unfair and unethical business
operations and include the fair
and ethical business operations
clause in the transaction
agreement signed with them?
(2)Does the Company establish a
dedicated (concurrent) unit
directly under the board to
promote fair and ethical business
operations and report the
effectiveness of implementation
directly to the board?
(3)Does the Company establish and
implement policies to prevent
conflicts of interest and provide
appropriate channels for reporting
such conflicts?
(4)Has the Company established
effective accounting and internal
control systems to implement fair
and ethical business operations?
Does the Company have these
system audited regularly by the
internal audit unit or a CPA?
(5)Does the Company arrange
regular internal/external training/
education for fair and ethical
business operations?

-44-

Deviations from the "Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies" and reasons thereof
The Company complies
with the spirit of the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEX Listed
Companies.
The Company complies
with the spirit of the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEX Listed
Companies.

5. If the Company has established own code of business ethics with reference to the “Ethical Corporate Management Best Practice Principles for
TWSE/TPEX Listed Companies,” specify its operation and non-compliance with the best practice principles:
The Company has established the “Ethical Corporate Management Best Practice Principles”and put it into practice in compliance with the best
practice principles.
Implementation Performance Summary Coordinated by the human resources unit, the Company’s audit unit
accepts reports on unfair and unethical business operations, and such
reports and reward system, investigation standards and protection
measures for informers are handled with reference to the Company’s
“Ethical Corporate Management Best Practice Principles” and human
resources regulations.
The Company posts the annual report on the corporate website for
investors to download to understand relevant information.
No
Yes

Assessment Item 3. Operation of the whistleblower
system
(1)Does the Company establish a
practical whistleblower and
reward system and channels to
facilitate reporting of unfair and
unethical business operations and
assign appropriate personnel to
handle a reported case?
(2)Does the Company establish a
SOP and a non-disclosure
mechanism of relevant
investigations?
(3)Does the Company establish and
implement an informer protection
policy to ensure no informer will
receive indecent treatment?
4. Reinforcement of information
disclosure
(1)Does the Company disclose the
content and effectiveness of
implementation of the Code of
Business Ethics on the corporate
website and MOPS?

-45-

Deviations from the "Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
Companies" and reasons thereof
6. Other material information enabling a better understanding of fair and ethical business operations (such as review and revise the code of
business ethics):
(1) The Company always observes the Company Act, Securities and Exchange Act, Business Entity Accounting Act, relevant rules and
regulations governing TWSE/TPEX listed companies, and other business behaviors to implement fair and ethical business operations.
(2) The Company has specified the policy for avoiding conflicts of interest in the “Rules of Procedure for Board Meetings”. Under this policy,
for proposals constituting a conflict of interest between himself/herself or his/her representatives that may harm the interest of the Company,
a director may express opinions and answer to interpellation but is not allowed to join relevant discussions and vote for the proposal. In
addition, this director should recur from the discussions and voting of the proposal.
(3) The Company has established the “Insider Trading Prevention Regulations” to prohibit directors, managers, and employees from disclosing
material internal information to a third party or from enquiring or collecting undisclosed material internal information unrelated with own
duties from those acknowledging such material internal information.
They are also requested not to disclose to others undisclosed material internal information acknowledged from work.
III.8
Corporate governance rules and regulations of the Company
(1) Please visit our corporate website at http://www.sfworldwide.com for updates of corporate governance.
(2) Corporate website information collected and maintained by dedicated personnel, and all major policies such as Corporate Governance
Best Practice Principles are posted on the corporate website for public retrieval.
III.9 Other material information enabling a better understanding of corporate governance: None.
Implementation Performance Summary
No
Yes
Assessment Item

-46-

III.10 Status of implementation of the internal control system III.10.1 Statement of Internal Control

Standard Foods Corporation Statement of Compliance of the Internal Control System

Date: March 18, 2020

This Company makes the following statements on the compliance of the internal control system in 2019 with reference to self-assessment results.

  1. We understand that it is the responsibility of the Company's management to establish, implement, and maintain the internal control system. The Company has established the internal control system to provide a reasonable assurance for the realization of operating effectiveness and efficiency (including profits, performance, and assets safety), the reliability, timeliness, transparency, and compliance of reports, and the conformity to relevant laws and regulations.

  2. The internal control system is designed with limitations; therefore, no matter how perfect it is designed, an effective internal control system ensures only the realization of the aforementioned three objectives. Due to the changes in the environment and conditions, the effectiveness of an internal control system could change at any time. Our internal control system is designed with self-monitoring mechanisms; therefore, we are able to have corrective actions initiated upon identifying any nonconformity.

  3. We have based the internal control criteria on the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (referred to as “the Governing Rules” hereinafter) to determine the effectiveness of internal control design and enforcement. The internal control criteria of the “Governing Rules” are the management control processes. The internal control, are divided into five elements: (1) environment control, (2) risk analysis, (3) control process, (4) information and communication, and (5) supervision. Each element is subdivided into several items. Please refer to the “Governing Rules” for the details of the said items.

  4. We have established the aforementioned internal control criteria to assess the effectiveness of internal control design and enforcement.

  5. According to the aforementioned assessment results, the Company�s internal control system on December 31, 2018 (including the supervision and management of subsidiaries), including the understanding of business performance and efficiency, the reliability, timeliness, transparency, and regulatory compliance of reports, the conformity to governing regulations, and the design and enforcement of the internal control system are effective and feasible to ensure the realization of the aforementioned objectives.

  6. The Declaration of Internal Control is in our annual report and prospectus for public information. For any forgery and concealment of the aforementioned information to the public, we will be held responsible by law in accordance with Securities Transaction Regulation No. 20, No. 32, No. 171 and No. 174.

  7. We hereby declare that the Declaration of Internal Control was approved by the seven directors at the board meeting unanimously on March 18, 2020

Standard Foods Corporation

Chairman: Ter-Fung Tsao (Signature)

President: Yao Steven Yih Chun (Signature)

-47-

  • III.10.2 The CPA audit review should be disclosed if the internal control system is audited by a CPA: None.

  • III.11 Punishment of the Company and employees by the law, punishment of employees by the Company for violation of internal control system regulations, and major defects and improvement in last year and by the report publishing date: None.

III.12 Major Resolutions of Shareholders' Meeting and Board Meetings During the Most Recent Fiscal Year Up to the Date of Publication of the Annual Report: (1) The most recent important board resolutions are as follows:

Date Major resolution matters
Mar. 22, 2019
14th Meeting
from the 12th
term of the
Board of
Directors.
1. The resolution on Business Plan and Budget for 2019 was passed.
2. The resolution on the amendment to the "Procedures for Acquisition
and Disposal of Assets" was passed.
3. The resolution on the Performance Evaluation of Directors and
Managerial Officers for 2018 was passed.
4. The resolution on the Distribution of Compensation of Employees and
Directors for 2018 was passed.
5. The resolution on Financial Report and Consolidated Financial
Statements for 2018 was passed.
6. The resolution on 2018 Profit Distribution for 2018 was passed.
7. The resolution on Internal Control Declaration for 2018 was passed.
8. The resolution on Reelecting the 13th Term of Directors (Independent
Directors) was passed.
9. The resolution on nomination for 13th term of directors (including
independent directors), including time, number of nominees, and place
of nomination was passed.
10. The resolution on review the list of candidates nominated by the Board
of Directors (including independent directors) was passed.
11. The resolution on approval for the newly elected directors of the 13th
term to be a director, supervisor or managerial officers of other
companies with the business scope similar to the company was passed.
12. The resolution on the date and agenda and other related matters of 2019
shareholders' general meeting of the company was passed.
13. The resolution on the establishment of CSR project team was passed.
14. The resolution on the establishment of the "Corporate Governance
Team" was passed.
15. The resolution on the change of the CEO waspassed.
May 08, 2019
15th Meeting
from the 12th
term of the
Board of
Directors
1. The resolution on the Consolidated Financial Statements for the first
quarter of 2019 was passed.
2. The resolution on the amendments of the "Procedures for Loaning of
Funds to Other Parties" was passed.
3. The resolution on the amendments of the "Procedures for Endorsements
and Guarantees" waspassed.
Jun. 14, 2019
1st Meeting
from the 13th
term of the
Board of
Directors
1. The resolution on election of the 13th Chairman of the company was
passed.

-48-

Date Major resolution matters
Jun. 14, 2019
2nd Meeting
from the 13th
term of the
Board of
Directors
1. The report on the renewal of director's liability Insurance was passed.
2. The resolution on the confirmation of cash dividend base date and
payment date and other related matters of the company for 2018 was
passed.
3. The resolution on the employment of members of the 4th term of the
Remuneration Committee was passed.
4. The resolution on the formulation of the company's "Standard
Operating Procedures for Directors' Request" was passed.
5. The resolution on the supply of CHF 1,500,000 as loans to Dermalab
S.A waspassed
Aug. 05, 2019
3rd Meeting
from the 13th
term of the
Board of
Directors
1. The resolution on the Consolidated Financial Statements for the second
quarter of 2019 was passed.
Nov. 05, 2019
4th Meeting
from the 13th
term of the
Board of
Directors
1. Report on the Overall Implementation of the Information Security
Policies of 2019.
2. The resolution on the regular evaluation of the independence and
suitability of CPAs was passed.
3. 2019 remuneration case for the auditing CPAs.
4. The resolution on the Consolidated Financial Statements for the third
quarter of 2019 was passed.
5. The resolution on "Audit Plan" for 2020 was passed.
6. The resolution on the proportion of compensation of employees and
Directors for 2019 waspassed.
Mar. 18, 2020
5th Meeting
from the 13th
term of the
Board of
Directors
1. The resolution on the Business Plan and Budget for 2020 was passed.
2. The resolution on the cooperation with the accounting firm's internal
rotation mechanism to change the CPA for checking the financial report
was passed.
3. The resolution on Financial Report and Consolidated Financial
Statements for 2019 was passed.
4. The resolution on 2019 Internal Control System Statement was passed.
5. The resolution on 2019 Profit Distribution was passed.
6. The resolution on preparation and adjustment of the design and
implementation instructions for the internal control system in the
financial reports by the company was passed.
7. The resolution on distribution of compensation of employees and
Directors and Supervisors in 2019 was passed.
8. The resolution on 2019 performance evaluation of directors and
managerial officers was passed.
9. The resolution on the date and agenda and other related matters of 2020
shareholders' general meeting of the company was passed.
10. The resolution on dismissing the accounting supervisor's competitive
behavior was passed and the review was submitted.
11. The resolution on the establishment of Standard Foods LLC. (USA), a
subsidiary of the company was passed.
12. The resolution on the supply of RMB 200 million as loans to the
Chinese subsidiarywaspassed.

-49-

Date Major resolution matters
Mar. 31, 2020
6th Meeting
from the 13th
term of the
Board of
Directors
1. The resolution on the addition of the position of the Chief Investment
Officer was passed.
2. The resolution on having the position of General Manager served by the
Chief Executive Officer was passed.

2. The important resolutions made by the company at the 2019 general shareholders' meeting are as follows:

  - (1) The resolution on recognizing the 2018 business report and financial statements was passed.

  - (2) The recognition of the 2018 Profit Distribution: according to the resolution passed by the shareholders' meeting, the company's undistributed profit at the beginning of 2018 was NT$ 1,092,218,067. After tracing the amount impacted with IFRS9, applying investment adjustment by equity method to retain surplus, determining that the benefit plan rebalances are recognized as retained earnings and accumulated profit and loss from disposal of equity instrument investments, the undistributed surplus was NT$ 1,055,092,263. After adding the net profit of NT$ 2,949,089,197 of 2018 and deducting the statutory and special surplus reserve of NT$ 365,427,282, the distributable surplus was NT$ 3,638,754,178; this plan gives priority to the distribution of surplus of 2018. A cash dividend of NT$ 2.5 per share is distributed and NT$ 2,287,723,978 is distributed in total, resulting in an undistributed surplus of NT$ 1,351,030,200 after distribution.

  - (3) The resolution on revising the "Procedures for Acquisition and Disposal of Assets" was passed, and the declaration of relevant information of shareholders' meeting on Market Observation Post System was completed on Jun. 13, 2019.

  - (4) The resolution on reelecting the directors (including independent director) of the 13th term was passed and the declaration of relevant information of shareholders' meeting on Market Observation Post System was completed on Jun. 13, 2019.
  • III.13 Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Board of Directors' meeting during the most recent year up to the publication date of the Annual Report: None.

III.14 A summary of resignations and dismissals of the company's chairman, general manager, accounting manager, financial manager, chief internal auditor, corporate governance officer or research and development officer during the most recent fiscal year up to the date of publication of the Annual Report:

Title Name Date of Assumption
of Duty
Date of
Dismissal
Reasons for Resignation or
Dismissal
General
Manager
YAO STEVEN
YIH CHU
2017.05.01 2020.04.01 Serving as the chief investment
officer after the position
adjustment

-50-

IV. Information Regarding Audit Fee

Range of CPA professional fees

CPA firm Name of CPAs Name of CPAs Audit period Remarks
Deloitte & Touche CPA Tse-Li Kung CPA Ching-Chen
Yang
2019.01-2019.12

Unit: NT$

Unit: NT$
Category of fees
Range of fees
Audit
fee
Non-audit
fee
Total
1 Under NT$2,000,000 V
2 NT$2,000 thousand(inclusive)- NT$4,000 thousand
3 NT$4,000 thousand(inclusive)- NT$6,000 thousand V
4 NT$6,000 thousand(inclusive)- NT$8,000 thousand V
5 NT$8,000,000(inclusive)~ NT$10,000,000
6 Over NT$10,000,000(inclusive)

The company must disclose the following situations should they have taken place: (I) If any non-audit fee paid to CPAs, CPA accounting firm and its affiliates accounts for over one fourth of audit service fee, the amount of non-audit fee and audit fee and the contents of non-audit service shall be disclosed:

Unit: thousand NT$

CPA firm Name of
CPAs
Audit
fee
Non-audit fee Non-audit fee Non-audit fee CPA audit
period
Remarks
Business
registration

Human
Resource
Other Sub-total
Deloitte &
Touche

Tse-Li
Kung
5,410 - - 1,280 1,280 2019.01
-2019.12
Including
non-audit services
such as CSR report
confirmation and
transfer pricing
report.
  • (II) Where the CPA firm was replaced, and the audit fees in the fiscal year when the replacement was made were less than that in the previous fiscal year before replacement, the amount of audit fees paid before replacement and reasons for paying this amount shall be disclosed: Not applicable.

  • (III) Where audit fee paid for the year was more than 15% less than that of the previous year, the amount, proportion, and cause of the reduction shall be disclosed: Not applicable.

-51-

V. CPA’s change information:

V.1 Regarding former CPAs

==> picture [435 x 252] intentionally omitted <==

----- Start of picture text -----

Replacement date June 2018
Cause of replacement Internal duty adjustment of Deloitte Taiwan
Party Concerned
Specify the reasons for replacement: Termination of Condition CPA Client
appointment by the client or the CPA or rejection of
appointment
Voluntary termination of appointment
N/A
Rejection of (successive) appointment
Opinions and reasons for audit reports other than
N/A
“unqualified opinion” issued within the past two years.
Accounting principles or practice
Disclosure of financial statements
Yes
Scope or procedure of audit
Opinions different from the issuer Others
None V
Explanation
Other Information to Disclose
(Information to be disclosed in Items 1-4 to 1-7, None
Paragraph 6, Article 10 of these Regulations)
----- End of picture text -----

V.2 Regarding successive CPAs

Firm Deloitte Taiwan
CPA’s name CPA Tza-Li Kung
CPA Ching-Chen Yang
Appointment date June 2018
Consultation of the accounting processing method or accounting
principles and potential opinion expressed for financial statements for
specific transactionsprior to appointment and results.
N/A
Written opinions different from the opinions expressed by former CPAs N/A
  • V.3 Reply from former CPAs on items 1 and 2-3, paragraph 6, Article 10 of these Regulations: N/A.

VI. The chairman, president, and financial or accounting managers of the Company worked for the CPA or its affiliates last year: None.

-52-

VII.Share transfer and share mortgage of directors, supervisors, executives, and shareholders holding over 10% of shares in last year and by the report publishing date:

VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
VII.1 Information on the change in shareholding of directors, supervisors, executives, and major
shareholders.
Unit: Shares
Title
Name
2019
As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao
0
0
0
0
Director
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director
Charng Hui Ltd.
Representative: Arthur Tsao
0
0
0
0
Independent Director
Ben Chang
0
0
0
0
Independent Director
George Chou
0
0
0
0
Independent Director
Daniel Chiang
0
0
0
0
And also major
shareholder holding
10% or more
Ter-Fung Tsao
0
0
0
0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0
0
0
Chief Financial of
Officer
Chris Hong
0
0
(1,000)
0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0
0
0
R&D Division
Hsin-Chuan Wang
0
0
0
0
Marketing Division
Director
Lydia Cheng
0
0
0
0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0
0
0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0
0
0
Title Name 2019 As of April 18
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Shares
Increase
(Decrease)
Shares Under
Pledge Increase
(Decrease)
Chairman Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao

0

0

0

0
Director Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Director Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Director Charng Hui Ltd.
Representative: Arthur Tsao
0
0

0

0
Independent Director
Ben Chang
0
0

0

0
Independent Director
George Chou
0
0

0

0
Independent Director
Daniel Chiang
0
0

0

0
And also major
shareholder holding
10% or more
Ter-Fung Tsao 0
0

0

0
CEO and also
President
Arthur Tsao
(Date of Taking Office:
April 01, 2020)
0
0

0

0
Chief Investment of
Officer
Yao Steven Yih Chun
(Date of Taking Office:
April 01, 2020)
0
0

0

0
Chief Financial of
Officer
Chris Hong 0
0

(1,000)

0
Sales Division
Director
Hsiang-Jung Huang
(Date of retire :
Feb. 29, 2020)
0
0

0

0
R&D Division Hsin-Chuan Wang 0
0

0

0
Marketing Division
Director
Lydia Cheng 0
0

0

0
E-Commerce
Director
Yi-Ting Huang
(Date of departure :
Jun. 30, 2019)
0
0

0

0
Major Shareholder
Holding 10% or
More
Chia Chieh Investment
Co., Ltd. Trust Property
Account
0
0

0

0

VII.2 Shares transferred: None.

VII.3 Shares mortgaged: N/A.

-53-

April 18, 2020 Unit: Share, % Rem
arks
Name and relationship of spouse or relative who is a top-ten
shareholder and is within the second degree of lineal
consanguinity of another top-ten shareholder (Note 3)

Relationship
Chairman of Mu Te The Chairman of Mu Te also
holds the position as
theDirector of Chia Yun.
The Chairman of Mu Te also
holds the position as
theDirector of Chia Chieh.
Mu Te is the trustee. Director of Chia Yun Director of Chia Chieh Chairman of Mu Te Director of Chia Yun The Chairman of Chia Yun
also holds the position as the
Director of Mu Te.
The Chairman of Chia Yun
also holds the position as the
Director of Chia Chieh.
The Chairman of Chia Yun
also holds the position as the
Director of Mu Te.
Director of Mu Te Director of Chia Chieh Director of Mu Te

Name
Ter-Fung Tsao Chia Yun Investment Co., Ltd.
Trust Property Account
Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. Chia Yun Investment Co., Ltd.
Trust Property Account
Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. Ter-Fung Tsao Mu Te Investment Co., Ltd.
Trust Property Account
Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. Mu Te Investment Co., Ltd.
Trust Property Account
Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd.
Shares held in other’s
names
Share-
Holding
Ratio %
0 2.48 0 0
Shares 0 22,651,211 0 0
Shareholding of
spouse and minor
children
Share-
Holding
Ratio %
0 0 0 0
Shares 0 0 0 0
Shares held by shareholder Shareholding
ratio%
(note 2)
17.16 4.46 14.55 0.00
Shares 157,008,400 40,848,203 133,125,408 10,988
Name (Note 1) Mu Te
Investment Co.,
Ltd. Trust
Property
Account
Representative:
Ter-Fung Tsao
Chia Yun
Investment Co.,
Ltd. Trust
Property
Account
Representative:
Yi-Ling Chen

-54-

Rem
arks
Name and relationship of spouse or relative who is a top-ten
shareholder and is within the second degree of lineal
consanguinity of another top-ten shareholder (Note 3)

Relationship
Director of Chia Chieh The Chairman of Chia Chieh
also holds the position as a
Director of Mu Te.
The Chairman of Chia Chieh
also holds the position as a
Director of Chia Yun.
The Chairman of Chia Chieh
also holds the position as a
Director of Mu Te.
Director of Mu Te Director of Chia Yun Director of Mu Te Chairman of Mu Te Director of Chia Yun Director of Chia Chieh Chairman of Mu Te - - Chairman of Mu Te Mu Te is the trustee. The Chairman of Mu Te also
holds the position as the
Chairman of Chia Yun.

Name
Ter-Fung Tsao Mu Te Investment Co., Ltd.
Trust Property Account
Chia Yun Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. Mu Te Investment Co., Ltd.
Trust Property Account
Chia Yun Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. Mu Te Investment Co., Ltd.
Trust Property Account

Chia Yun Investment Co.,
Ltd. Trust Property Account

Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd. - - Ter-Fung Tsao Mu Te Investment Co., Ltd.
Trust Property Account
Chia Yun Investment Co.,
Ltd. Trust Property Account
Shares held in other’s
names
Share-
Holding
Ratio %
11.86 0.00 2.48 0 0 0
Shares 108,503,160 5,871 22,651,211 0 0 0
Shareholding of
spouse and minor
children
Share-
Holding
Ratio %
11.86 0.00 0 0 0 0
Shares 108,50
3,160
5,871 0 0 0 0
Shares held by shareholder Shareholding
ratio%
(note 2)
11.86 0.00 4.46 3.61 0.02 2.48
Shares 108,503,160 5,871 40,848,203 33,039,081 163,822 22,650,057
Name (Note 1) Chia Chieh
Investment Co.,
Ltd. Trust
Property
Account
Representative:
Xiu-Zhen Hsiao
Ter-Fung Tsao Bilai Investment
Co., Ltd.
Representative:
Su-Win Tseng
Mu Te
Investment Co.,
Ltd.

-55-

Rem
arks
Note1: The top-ten shareholders must be stated. For institutional shareholders, the name of the institutional shareholder and representative must be listed separately.
Note2:For computing the shareholding ratio, the shareholding of the shareholders, spouse, minors, and held in other’s name must becomputed separately.
Note3: Disclose relations between shareholders, including legal and natural person, in the proceeding paragraphs according to "Regulations Governing the Preparation of
Financial Reports by Securities Issuers".
Name and relationship of spouse or relative who is a top-ten
shareholder and is within the second degree of lineal
consanguinity of another top-ten shareholder (Note 3)

Relationship
The Chairman of Mu Te also
holds the position as the
Chairman of Chia Chieh.
Chairman of Mu Te Director of Chia Yun Director of Chia Chieh - - - - - -

Name
Chia Chieh Investment Co.,
Ltd. Trust Property Account
Mu Te Investment Co., Ltd.
Trust Property Account

Chia Yun Investment Co.,
Ltd. Trust Property Account

Chia Chieh Investment Co.,
Ltd. Trust Property Account

-
- - - - -
Shares held in other’s
names
Share-
Holding
Ratio %
2.48 0 0 0 0 0 0
Shares 22,651,211 0 0 0 0 0 0
Shareholding of
spouse and minor
children
Share-
Holding
Ratio %
0 0 0 0 0 0 0
Shares 0 0 0 0 0 0 0
Shares held by shareholder Shareholding
ratio%
(note 2)
4.46 2.29 1.45 0 1.33 1.30 0.00
Shares 40,848,203 20,981,259 13,261,354 0 12,140,000 11,876,000 0
Name (Note 1) Representative:
Ter-Fung Tsao
HSBC as
Trustee of RBC
Emerging
Markets Equity
Fund
Cathay Life
insurance co.,
Ltd.
Representative:
Diaogui Huang
Chun-Yao Lin Nan Shan Life
Insurance Co.,
Ltd.
Representative:
Ying-Zhog Du

-56-

IX. The shareholding of the same invested company by the Company, the directors, the supervisors, the managers or another business that is controlled by the Company directly or indirectly

directly or indirectly
April 30,2020;Unit: Shares
Transfer Invested Business (Note 1) The Company’s Investment Investment of Director,
Supervisor, Management, and a
Business Controlled by the
CompanyDirectlyor Indirectly

Comprehensive Investment
Shares Shareholding
Ratio
Shares Shareholding
Ratio
Shares Shareholding
Ratio
Standard Dairy Products Taiwan Ltd.
30,000,000
100.0% 30,000,000 100.0%
Standard Beverage Co., Ltd. 7,907,000 100.0% 7,907,000 100.0%
Charng Hui Ltd. 24,100,000 100.0% 24,100,000 100.0%
Domex Technology Corporation 10,374,399 52.0% 10,374,399 52.0%
Le Bonta Wellness International Co. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Accession Ltd. 123,600,000 100.0% 123,600,000 100.0%
Dermalab S.A. 2,600 100.0% 2,600 100.0%
Shanghai Standard Foods Co. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Shanghai Le Ben De Health
Technology Co., Ltd.
N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Swissderma, SL 3,000 100.0% 3,000 100.0%
Standard Investment (Cayman) Ltd. 150,124,814 100.0% 150,124,814 100.0%
Standard Corporation (Hong Kong)
Ltd.
150,050,814 100.0% 150,050,814 100.0%
Standard Investment (China) Ltd. N/A
(Note 2)
99.0% N/A
(Note 2)
99.0%
Standard Foods (China) Ltd. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Shanghai Dermalab Corporation N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Le Bonta Wellness Co., Ltd. N/A
(Note 2)
51.0% N/A
(Note 2)
49.0% N/A
(Note 2)
100.0%
Standard Foods (Xiamen) Ltd. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Shanghai Le Ho Industrial Co., Ltd. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%
Shanghai Le Min Industrial Ltd. N/A
(Note 2)
100.0% N/A
(Note 2)
100.0%

Note1: Recorded with equity method. Note2: It is a limited company without any shares

-57-

I. Capital and shares
(I) History of capitalization
1. History of capitalization:
Remarks
Others
1986.06.06 MOEA. Investment
Bureau (75) Kong-Son-Tzi No. 2799

1986.06.27 MOEA. Investment
Bureau (75) Kong-Son-Tzi No. 3149

1986.09.22 MOEA. Investment
Bureau (75) Kong-Son-Tzi No. 4718

1988 04.09 MOEA. Investment
Bureau (77) Kong-Son-Tzi No. 1831

1990.05.16 MOEA. Investment
Bureau (79) Kong-Son-Tzi No. 3425

1991.05.15 SFE Ruling (80)
Tai-Tsai-Cheng (1) No.00935

1992.02.17 SFE Ruling (81)
Tai-Tsai-Cheng (1) NO.00269
1993.04.13 SFE Ruling (82)
Tai-Tsai-Cheng (1) No.00771
1994.01.14 SFE Ruling (83)
Tai-Tsai-Cheng (1) No.49242
1995.01.07 SFE Ruling (84)
Tai-Tsai-Cheng (1) No.52905
1995.12.04 SFE Ruling (84)
Tai-Tsai-Cheng (1) No.62578
1996.12.24 SFE Ruling (85)
Tai-Tsai-Cheng (1) No.74787
Non-money
Capital

None
None None None None None None None None None None None
Source of Capital (NTD)
Incorporation
Capital increased by cash NT$ 100
Capital increased by cash
NT$ 10,211,600

Capitalization from retained
earnings for NT$ 30,000,000


Capitalization from retained
earnings for NT$ 117,000,000


Capitalization from retained
earnings for NT$ 32,400,000


Capital increased by cash
NT$ 48,600,000
Capitalization from retained
earnings for NT$ 64,152,000

Capitalization from retained
earnings for NT$ 122,860,800

Capitalization from retained
earnings for NT$ 172,005,120

Capitalization from retained
earnings for NT$ 240,807,170
Capitalization from employee
bonus for NT$ 5,513,480

Capitalization from retained
earnings for NT$ 339,335,420
Capitalization from employee
bonus for NT$ 3,494,440

Capitalization from retained
earnings for NT$ 476,467,380
Capitalization from employee
Issued shares Amount
4,788,300

4,788,400

15,000,000

45,000,000

162,000,000

194,400,000

307,152,000

430,012,800

602,017,920

848,338,570
1,191,168,430 1,672,052,910
Shares
47,883

47,884

150,000

450,000

16,200,000

19,440,000

30,715,200

43,001,280

60,201,792

84,833,857
119,116,843 167,205,291


Authorized shares
Amount
5,000,000

5,000,000

15,000,000

45,000,000

162,000,000

194,400,000

307,152,000

430,012,800

602,017,920

848,338,570
1,191,168,430 1,672,052,910

Shares
50,000 50,000 150,000 450,000 16,200,000 19,440,000 30,715,200 43,001,280 60,201,792 84,833,857 119,116,843 167,205,291

Issuing
price
(NTD)

100
100 100 100 10 10 10 10 10 10 10 10

Year /
Month
1986/06 1986/06 1986/09 1988/04 1990/05 1991/07 1992/03 1993/07 1994/02 1995/03 1996/02 1997/03

-58-

Remarks
Others
1997.12.16 SFE Ruling (86)
Tai-Tsai-Cheng (1) No.92147
1998.12.28 SFE Ruling (87)
Tai-Tsai-Cheng (1) No.106085
1999.12.24 SFE Ruling (88)
Tai-Tsai-Cheng (1) No.109947
2001.01.02 SFE Ruling (90)
Tai-Tsai-Cheng (1) No.103971
2009.07.03 FSC Far.Tzi No.
0980033057 Letter
2010.07.05 FSC Far.Tzi No.
0990034588 Letter
2011.07.04 FSC Far.Tzi No.
1000030659 Letter
2012.06.26 FSC Far.Tzi No.
1010027983 Letter
2013.07.02 FSC Far.Tzi No.
1020025191 Letter
2014.07.11 FSC Far.Tzi No.
1030026432 Letter
2015.07.29 FSC Far.Tzi No.
1040028838 Letter
2016.09.01 JinSoSunTzi No.
10501215010
2017.09.04 JinSoSunTzi No.
10601126490
Non-money
Capital
None None None None None None None None None None None None None
Source of Capital (NTD) bonus for NT$ 4,417,100
Capitalization from retained
earnings for NT$ 418,013,220
Capitalization from employee
bonus for NT$ 4,636,230

Capitalization from retained
earnings for NT$ 523,675,590
Capitalization from employee
bonus for NT$ 5,228,560

Capitalization from retained
earnings for NT$ 393,540,980
Capitalization from employee
bonus for NT$ 5,497,570

Capitalization from retained
earnings for NT$ 181,358,710
Capitalization from employee
bonus for NT$ 5,180,650

Capitalization from retained
earnings for NT$ 16,045,920


Capitalization from retained
earnings for NT$ 483,784,550


Capitalization from retained
earnings for NT$ 927,253,720


Capitalization from retained
earnings for NT$ 1,112,704,460


Capitalization from retained
earnings for NT$ 862,345,960


Capitalization from retained
earnings for NT$595,018,710


Capitalization from retained
earnings for NT$720,633,770

Capitalization from retain earning
for NT$ 871,966,860
Capitalization from retain earning
for NT$ 351,957,540
Issued shares Amount 2,094,702,360 2,623,606,510 3,022,645,060 3,209,184,420 3,225,230,340 3,709,014,890 4,636,268,610 5,748,973,070 6,611,319,030 7,206,337,740 7,926,971,510 8,798,938,370 9,150,895,910
Shares 209,470,236 262,360,651 302,264,506 320,918,442 322,523,034 370,901,489 463,626,861 574,897,307 661,131,903 720,633,774 792,697,151 879,893,837 915,089,591
Authorized shares Amount 3,300,000,000 3,300,000,000 3,300,000,000 3,300,000,000 3,300,000,000 3,800,000,000 4,800,000,000 5,800,000,000 6,800,000,000 7,400,000,000 8,000,000 ,000 8,800,000,000 9,200,000,000
Shares 330,000,000 330,000,000 330,000,000 330,000,000 330,000,000 380,000,000 480,000,000 580,000,000 680,000,000 740,000,000 800,000,000 880,000,000 920,000,000
Issuing
price
(NTD)
10 10 10 10 10 10 10 10 10 10 10 10 10
Year /
Month
1998/03 1999/02 2000/02 2001/02 2009/08 2010/08 2011/08 2012/08 2013/07 2014/08 2015/08 2016/08 2017/09

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2. Type of Share:

Type of Share Authorized shares Authorized shares Authorized shares Remarks
Outstanding shares (Available for
tradingon the TWSE)

Un-issued
shares
Total
Registered
common shares

915,089,591
4,910,409
920,000,000

3. Relevant information on the declaration system: None.

(II) Shareholder structure

(II) Shareholder structure
April 18,2020
Shareholder
structure
QTY
Quantity



Government
agencies

Financial
institutions
Other
institutional
investors
Natural
persons
Foreign
institutions
& natural
persons
Total
Number of
persons
1
14

154

31,029

616

31,814
Share held 2,846 39,362,887 493,853,961 168,634,876 213,235,021 915,089,591
Shareholding
ratio%
0.00%
4.30%

53.97%

18.43%

23.30%

100.00%

(III) Dispersal of shareholding NTD 10 Par value

April 18, 2020

Classification Number of
Shareholders
Share Held Shareholding ratio
%
1-999 11,737 2,443,515 0.27%
1,000-5,000 15,096 30,900,118 3.38%
5,001-10,000 2,476 17,766,924 1.94%
10,001-15,000 814 10,054,813 1.10%
15,001-20,000 367 6,449,053 0.70%
20,001-30,000 416 10,306,721 1.13%
30,001-40,000 184 6,418,889 0.70%
40,001-50,000 126 5,699,275 0.62%
50,001-100,000 253 17,949,549 1.96%
100,001-200,000 147 20,740,932 2.27%
200,001-400,000 77 22,222,993 2.43%
400,001-600,000 27 13,328,204 1.46%
600,001-800,000 11 7,833,161 0.86%
800,001-1,000,000 12 10,738,214 1.17%
Over 1,000,001 shares 71 732,237,230 80.01%
Total 31,814 915,089,591 100.00%

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(IV) Major shareholder

(IV) Major shareholder
April 18,2020
Shares
Name of Major Shareholders
Share Held
Shareholding Ratio
Mu Te Investment Co.,Ltd. Trust PropertyAccount
157,008,400
17.16
Chia Yun Investment Co.,Ltd. Trust PropertyAccount
133,125,408
14.55
Chia Chieh Investment Co.,Ltd. Trust PropertyAccount
108,503,160
11.86
Ter-FungTsao
40,848,203
4.46
Bilai Investment Co.,Ltd.
33,039,081
3.61
Mu Te Investment Co.,Ltd.
22,650,057
2.48
HSBC as Trustee of RBC Emerging Markets Equity
Fund Investment Account
20,981,259
2.29
CathayLife insurance co.,Ltd.
13,261,354
1.45
Chun-Yao Lin
12,140,000
1.33
Nan Shan Life Insurance Co.,Ltd.
11,876,000
1.30
Shares
Name of Major Shareholders

Share Held
Shareholding Ratio
Mu Te Investment Co.,Ltd. Trust PropertyAccount 157,008,400
17.16
Chia Yun Investment Co.,Ltd. Trust PropertyAccount 133,125,408
14.55
Chia Chieh Investment Co.,Ltd. Trust PropertyAccount 108,503,160
11.86
Ter-FungTsao 40,848,203
4.46
Bilai Investment Co.,Ltd. 33,039,081
3.61
Mu Te Investment Co.,Ltd. 22,650,057
2.48
HSBC as Trustee of RBC Emerging Markets Equity
Fund Investment Account

20,981,259

2.29
CathayLife insurance co.,Ltd. 13,261,354
1.45
Chun-Yao Lin 12,140,000
1.33
Nan Shan Life Insurance Co.,Ltd. 11,876,000
1.30

(V) Market Price, Net Worth, Earnings & Dividend per Share in the past two years

Item Year Year 2018 2019 As of March 31,
2020 (Note 5)
Market
Price per
Share
Highest 75.30
73.00

73.70
Lowest 42.90
48.05

51.20
Average 59.34
58.52

64.21
Net Worth
per Share
Before Appropriation 17.40
18.36

0.67
After Appropriation 17.40
(Note 1)
(Note 1)
Earnings
per Share
Weighted Average Shares 908,420,120
908,420,120

908,420,120
Earnings per Share Before
Adjustment

3.25

3.76

0.67
Earnings per Share After
Adjustment
3.25
(Note 1)

(Note 1)
Dividends
per Share
Cash Dividends 2.50
(Note 1)

-
Stock
Dividends
Earnings
Distribution
-
(Note 1)

-
Capital Reserve
Distribution
-
-

-
Accumulated Unpaid
Dividends
-
-

-
Analysis of
Return on
Investment
Price/Earnings Ratio
(Note 2)
18.26
15.56

-
Price/Dividend Ratio
(Note 3)
23.74
(Note 1)

-
Cash Dividends Yield
Rate(Note 4)
4.21
(Note 1)

-

Note 1: Subject to the approval of annual shareholders' meeting.

  • Note 2: Profit ratio = Closing price per share of the year / Earning per share.

  • Note 3: Earning ratio = Closing price per share of the year / Cash dividend per share.

  • Note 4: Cash dividend yield rate = Cash dividend per share / Closing price per share of the year.

  • Note 5: The column of the net worth per share and earnings per share is the data of the latest quarter certified (or reviewed) by auditors while other columns are for the financial data of the year.

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(VI) Execution of Dividend Policy

1. Dividend Policy:

Based on the amended Company Act announced in May 2015, the distribution of stock dividends and bonus is only limited to the shareholders, employees are not included. Accordingly, we have resolved to change the profit distribution policy under the Company Chapter in the General Shareholders’ Meeting held on June 15, 2016.

Based on the revised policy, if there is a profit after the annual closing of books, this Company shall pay the profit-seeking enterprise annual income tax, cover losses of previous years, make 10% legal reserve, and appropriate or reverse special reserve by law. Then, this Company shall appropriate 30-100% of the remaining amount with the accumulated unappropriated earnings as dividends for shareholders. Cash dividends shall equal to 30-100% of the distributable dividend. However, for a major investment program without the possibility of obtaining other funding, the cash dividend can be reduced to 5-20% of the distributable dividend. The distribution to the shareholders shall be proposed by the Board of Director and resolved by the shareholders’ meeting.

2. Proposed Distribution of Dividends:

The Company’s Board of Directors resolved on March 18, 2020 to have stock dividends distributed at $2.65/share; also, the proposal is to be reviewed and discussed at the Annual Meeting of Shareholders on June 16, 2020.

(VII) Impact on operating performances and EPS that resulted from the stock dividend distribution of this year: None.

(VIII) Compensations for employees and remunerations to directors and supervisors

  1. Information of compensations for employee and remunerations to directors and supervisors:

When there is pretax income before deducting employee profit distribution and remuneration to the board members, the company shall set aside no less than 0.5% of the figure to its employees as profit sharing. The distribution, whether in cash or stock, shall be resolved by the board. The eligible employees are subject to certain criteria. No more than 0.75% of the same base above shall be set aside as remuneration to directors. The above appropriations shall be reported in the shareholder’s meeting. No such allocation shall be made before accumulated losses from previous years are made up.

  1. The basis of estimating the amount of compensations for employee and remunerations to directors/supervisors for calculating the number of shares to be distributed as stock distribution and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

The Company’s compensations payable to employees and remuneration payable to Directors and Supervisors for 2019 are estimated at NT$52,013,000 and NT$25,073,599 respectively. Said employee compensation and remuneration to the Directors in 2019 are calculated as an amount equivalent to 1.22% and 0.59%, respectively, of the pretax income before the distribution deduction.

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If the distribution amount is changed after the date the Company’s individual financial statements approved for publication, it is processed as change in accounting estimate and adjusted to the bookkeeping in the following year.

If the distribution of stock dividend to employees is resolved by the Board of Directors, the number of stock dividend share is determined by having the bonus amount divided by the closing price on the day before the board meeting.

  1. Distribution policy proposed by the Board of Directors:

  2. (1) The distribution of stocks as compensations for employees and remunerations to directors:

    • 1.1 Compensations for Employees: NT$52,013,000.

    • 1.2 Stock Compensation for Employees: NT$ 0

    • 1.3 Remuneration to Directors and Supervisors: NT$25,073,599.

The aforementioned pro forma employee bonus and remuneration to Directors proposed by the Board was in line with the estimated amount in the 2019 Financial Statements.

  • (2) The stock compensations to employees and the ratio of the stock compensations to the total amount of net income and total remuneration to employees: N/A.

  • Actual distribution of dividends to employees and remuneration to directors and in the prior year:

In 2018, the Company distributed cash bonuses to employees at NT$31,722,923 and remuneration to Directors at NT$20,959,787. These amounts were consistent with the amount adopted in the 2018 Financial Statements.

(IX) Treasury stock: None.

II. Corporate bond: None. III. Preferred stock: None.

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IV. Issuance of global depository receipts

IV. Issuance of global depository receipts IV. Issuance of global depository receipts IV. Issuance of global depository receipts
Date of the initial issuance June 19,1997
Place of issuance and listing Issued in the United States and Europe and
traded at Euro MTF Market of
LuxembourgStock Exchange.
Total Amount USD29,070,000
Offering priceper GDR(US$) USD9.69
Units Issued 3,000,000 units
Underlying Securities Common stock of Standard Foods
Corporation held bythe shareholders
Common Shares Represented(Shares) 15,000,000 share
Rights and Obligation of GDR Holders Same as those of Common Share Holders
Trustee None
Depository Bank The Bank of New York Mellon
Corporation
Custodian Bank Trust Department,Mega Bank
GDRs Outstanding (Units)as of March 31,2020 6,908.4 units
Apportionment of the expenses for the Issuance and the
maintenance

All fees and expenses related to the
issuance of GDRs were borne by the
selling shareholders while the maintenance
expenses were borne byissuer
Terms and Conditions in the Deposit Agreement and
the CustodyAgreement
Please see the Deposit Agreement and the
CustodyAgreement for details
Market
price per
unit (USD)
2019 Highest 12.00
Lowest 7.85
Average 9.42

As of March 31, 2020
Highest 12.02
Lowest 8.65
Average 11.01

V. Employee stock option certificates: None.

VI. Restricted employee rights and new shares issue: None

VII. Mergers and acquisitions: None.

VIII. Fund implementation plan

(I) Plan Details

Outstanding equity issuance and marketable security subscription, or the completed equity issuance or subscribed marketable security in the last three years without success up to the last quarter before the printing of the annual report: N/A.

(II) Execution

The implementation of the aforementioned plans: N/A.

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Five. Overview of Business Operations

I. Principal activities

(I) Business Scope:

  1. Standard Foods is mainly engaged in production and sales of nutritious foods, edible oils, dairy products and drinks, etc.

  2. Main product items and operating ratio

Product type
Nutritious Foods
Cooking products Food
Others
Total
2019
Business ratio
38%
50%
12%
100%

(II) Industry overview:

  1. Current State and Development of the Industry

  2. As people attach importance to food safety issues, the relevant domestic laws about food safety are also becoming stricter. The inspection capabilities of food manufacturers need to keep pace with the times so as to ensure the food safety of consumers. In addition, with the progress of medical treatment and improvement of life expectancy, consumers are worried about the quality of life after they get old. Daily healthcare at a young age has become a part of their daily life. Besides sports, the public is also interested in functional healthcare and nutrition foods, which have been the fields that major food factories want to develop.

  3. Correlation with up-, mid-, and downstream sections of the industry (1) Upstream: agriculture, animal husbandry, food packaging materials industry, raw materials for Biotechnology,etc.

  4. (2) Midstream: R&D, food manufacturing, drink manufacturing, inspection, etc.

  5. (3) Downstream: transportation, storage, sales channels and platforms, etc.

  6. Trends in the development of various products

  7. (1) To develop more convenient and diversified products with integration of the concept of "youth" into products and to establish links with young consumers by lively marketing strategies and through various communication channels and platforms.

  8. (2) By having development based on the concept of health, in addition to obtaining health certification, the company applies advanced and innovative technology with natural low burden, low sugar or sugarless content, and no added artificial chemicals as well as takes into account both delicious taste and nutrition.

  9. (3) Quality management will be upgraded again. In addition to continuous supply chain quality management, the company will also strengthen self-inspection capability to provide consumers with reassurance.

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  1. Competitive situation

  2. (1) With the emphasis on prevention of disease and healthcare, the market for nutrition and healthcare products is booming and attracts many biotech healthcare and food companies at home and abroad to invest for development. With low entry threshold, there is a fierce competition in the market.

  3. (2) With the expansion of channels, it has developed self-brand products by relying on the advantages of its own sales channels, which put pressure on the survival and profitability of other manufacturers.

  4. (3) The food market tends to be saturated, which demands the development of products that are more in line with consumers' expectations. And competition among peers is more intense with raised product threshold.

(III) Technology and R&D Overview

  1. R&D expenses incurred in the most recent year and as of the date of publication of the annual report
Unit: NT$ thousand
2019 As of April 30, 2020
Amount 148,384 49,135
  1. 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:

  2. (1) Launch of New Complete Nutrition Products

— Complete Nutrition Food special care balanced nutrition formula with low-sugar taste has been launched.

  • Complete Nutrition Food fiber valley with low-sugar taste has been launched.

— Complete Nutrition Food sugar-free special formula for protecting diabetes has been launched.

— Complete Nutrition Food 100 chromium sugar-free formula applicable for diabetes has been launched.

— Complete Nutrition Food vegetable protein formula has been launched.

  • (2) Launch of New Milk Powder Products —

High Calcium Glucosamine Milk Powder (the version with health certification) has been launched.

High Calcium Family Milk Powder, ProBaby and Children's Milk with Probiotics have been initially launched.

Mom's Milk with Probiotics, Children's Milk with Probiotics, Student's Milk with Probiotics, and Immu Advanced Children Formula have been upgraded and launched.

  • (3) Launch of New Cereal Products

New products including 3 pieces of Quaker SoRight, 5 pieces of Quaker Mixed Grains & Nuts Drink, 4 pieces of Quaker SAKU SAKU, and seafood congee have been upgraded and launched.

Quaker Coix Seed Milk has been launched.

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  • (4) Launch of New Tonic Products

    • Formula of Quaker Ginseng Drink (honey), Quaker Korean Ginseng Tonic, and Quaker Ginseng Drink (warm grass) have been upgraded.

    • New products of Quaker 5X Ginseng, Quaker 5X Ginseng Drink (honey), and Quaker 5X Ginseng Drink (warm grass) have been launched.

  • (5) Completion of Research on Process Package Material Research on PP package material for resisting photoresist oxygen has —

  • completed a package material meeting requirements has been developed. The refined research on process of sterilization kettle for Completion —

  • products has been completed it has been used in the formal process. Research on new process (fixing particles) of cereal has been completed — it has been used in new products.

  • R&D plans in the most recent year:

    • (1) Research on application of crystal ball coating.

    • (2) Development of formula of sleeping drink.

    • (3) Establishment of Aventhramides analysis method for oat milk.

    • (4) The effect of UHTs on the quality of Completion products.

    • (5) Research on drum drying and spraying equipment.

    • (6) Research on instant oats with different tastes.

    • (7) R&D of functional candy series.

    • (8) Development of PE cover feeder.

    • (9) Development of a method for fixing solid particles to dry flakes.

(IV) Long-term and Short-term Business Development Plans

  1. Short-term Business Development Plans

  2. (1) Brand rejuvenation: In addition to consolidating the main customer base existed, it should also pay attention to the needs of young people, grasping changes in consumption trends, and developing products suitable for them.

  3. (2) Increase the intensity of online marketing: To push and broadcast preferential consumption information and activities from time to time through official account on communication software and official website Standard Health GO to provide consumers a more friendly consumption experience and ensure customer adhesion.

  4. (3) To continuously improve product quality, refine production technology, and pursue production efficiency.

  5. Long-term Business Development Plans

  6. (1) In addition to continuing to dig deep into Chinese and Taiwanese markets, we will push our products to the international market so that international friends can know our products as well as see our efforts and pride.

-67-

  • (2) To continue to invest in brand management to deepen consumers' trust and affection for brands.

  • (3) We will continue to develop new products, reduce barriers for consumers to choose similar products and provide consumers with more high-quality products by applying for health certification of those products.

II. Overview of Marketing and Production & Sales

(I) Market Analysis

Sales areas of major commodities: mainly in China and Taiwan.

Future supply and demand of major products:

Nutritional foods:

1. Oats

  • (1) Market share

The company's grain products, including brewing oat products, three-in-one cereal, canned cereal powder, bagged cereal powder, and frozen oat cereal drinks, are widely welcomed by consumers. Quaker Brand continues to control quality for Taiwan consumers, and it took the lead in Taiwan grain market in 2019 with large market share.

  • (2) Future market demand & supply status and growth

On the basis of food safety and quality, the company tracks market trends and develops innovative technologies to introduce better products to meet the needs of Taiwan consumers. Taiwan's grain market continues to develop steadily. In order to expand brand management, we will continue to invest in higher quality commodities with more innovation to provide people with healthier and more reassuring food to eat more happily.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

In cereal products, the company actively studies the needs of consumers, taking into account the balanced development of health, delicacy, safety, and diversity. By deep cultivation of cereal products in 2019, it introduced farina of Mixed Grains & Nuts Drink, Good Day drink, and Chia Seed Cereal through innovative technology to satisfy customers' demands for freshness and natural nutrition supplement. Given that, more consumers will know about Quaker.

In view of the existing cereal products, we will continue to promote the health advantages of high-quality cereals, so that young people can more accept the health of cereal products and expand the popularity rate of cereal products. In 2020, we will combine the strength of the overall Quaker brand to promote the diversified nutrition and quality assurance of cereals to consumers, and at the same time continue to develop more delicious food to win the favor of more consumers.

Looking ahead, the company will plough deep into grain products and develop

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grain products with better quality, so as to make Quaker grain a favorite brand for consumers and satisfy healthy choices of different demographic groups. Also, focusing on consumer demand, it will continue to introduce new products and diversified advertising communication to strengthen brand value and achieve performance growth.

2. Healthy drinks

  • (1) Market share

According to Nielsen market survey, the company's market share in Taiwan's healthcare tonic market exceeded 40% in 2019, maintaining the first place and the growth trend in sales. As a leading brand in the healthcare tonic market, the company is deeply loved by consumers and continues to expand the market penetration rate.

  • (2) Future market demand & supply status and growth

The health awareness is on the rise in Taiwan where it is entering an aging society. The demand for healthcare continues to grow steadily. The prospect of various functional commodities targeted at the specific needs of consumers is promising.

In addition, health awareness has taken root in Taiwan. Taiwan's younger generations have grown up in an environment where health awareness is on the rise since their childhood. Therefore, the importance of healthcare is relatively high. In combination with the needs of environmental protection and convenience, healthcare products continue to be promoted among the younger generations.

According to Nielsen retail data, the overall market size of health drinks is growing at an annual rate of 4%, while Kantar Worldpanel market research data show that 26% of households have used health nutrition products, which is in a continuous growth trend in the past five years, indicating that the overall consumer market has a stable growth demand for health products.

(3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

The company has always been a leader in the health tonic drink market and a pioneer in the development of new products. The four drinks, Quaker Ginseng Drink, Advanced Glucosamine Drink, Lingzhi Tonic Drink, and Rose Drink, are currently the leading brands in this field. With years of investment and operation, the company has established an image of health nutritionists in the minds of consumers, and has kept improving. The company continues to introduce new products according to the needs of consumers, leading the market, and bringing about sustained growth with great development potential.

The company is committed to providing consumers with higher-quality, effective and innovative products. In 2020, the company will launch a new type of

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Quaker 5X Ginseng Concentrated Essence Drink in convenient ready-to-drink packaging to innovate and expand the overall health drink market. Advanced Glucosamine Drink has become a market leader brand recognized by mature and aged groups, and will continue to be promoted to young and middle-aged groups according to the needs of Taiwanese people for mobility. In addition, in response to the trend of 3C usage in Taiwan, the Lutein Drink introduced in 2017 was well received by the market and confirmed by human body experiments. By matching lutein with healthy supplements of medlar and blueberry, it provides consumers with a brighter and more comprehensive choice for healthcare.

In view of the large scale of lozenge type products in the overall healthcare product market, the company will enter the healthcare product market in 2020 to provide more convenient and complete nutrition choices for the efficiency-oriented millennial generation. The company is continuously committed to the development and promotion of innovative healthcare products to meet the health enhancement needs of different consumer groups, and continuously invests in advertising communication to diversify marketing and channel activities and stays in touch with consumers in various ways to ensure them know about and use the products. It will also maintain market share and increase penetration rate in order to create better sales performance of healthcare drinks, contribute to the health of modern people and become the first choice for healthy life in Taiwan.

3. Baby Food

(1) Market share

Quaker knows that mothers want to give their babies the best. Quaker Infant Nutrition Research Center, based on health science, provides products that conform to nutrition and the highest quality for babies in Taiwan. The formula of probiotics for Grow Up Milk, Organic Rice Essence, and Organic Wheat Essence series are Quaker's most popular products for infants and young children. We also aim to make every bite of the baby feel at ease and comfortable to meet the professional nutrition required at all stages from pregnancy to the growth of the baby. Besides, we have introduced Mom's milk powder, non-staple food, baby milk, grow up milk powder, and children's milk as best choices for connecting mother milk and each stage of growth, which takes care of Taiwan babies attentively.

(2) Future market demand & supply status and growth

The number of babies in 2019 is nearly 180,000 (3% less than that of last year). As breastfeeding rate increased due to continuous promotion by the government and rising awareness of mothers, the overall market size on infants is declining. At present, there are only 1 to 2 babies per family in Taiwan. The new generation of parents gradually attach importance to formula nutrition and product safety in concept. Quaker continuously invests in formula and innovative and safe products that conform to the nutrition trend of Taiwanese babies, thus becoming the most reassuring choice for parents to exchange milk.

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  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

Although the scale of Taiwan's baby market is weak, the Quaker brand continues to cultivate in the spirit of striving for good nutrition, and continues to research and develop in the spirit of honesty and integrity. In addition to the only efficacy certification, it has developed probiotics for the healthy growth of the baby's intestinal tract. The product is imported from Denmark and has become the first choice for baby to change milk. There is also the organic rice essence verified and produced with Taiwan organic rice, giving babies the first bite of pure non-staple food. With Quaker's Loving series products covering three stages of infant milk, grow up milk, and children's milk, babies smoothly connect breast milk with balanced nutrition, realizing Quaker's promise of best formula for the baby.

In recent years, Quaker has actively launched a new series of Nutritional Milk with Highest DHA and Immu Advanced Children Formula to meet the needs of a new generation of mothers and the nutrition of their babies. It has continuously invested in creative TV and network image advertisements as well as entity and digital marketing activities. At the same time, it has accumulated Quaker Mother's classroom of Loving Music, cooperated with professional lecturers and teams, provided health and education services, and operated diligently to make Quaker one of the brands trusted by Taiwan consumers and continue to be the most popular brand for infants and children in Taiwan.

Dairy and drink:

4. Milk powder (adult milk powder and nutrition)

  • (1) Market share

The company is a market leader of low-fat/fat free milk powder with its adult milk powder in Taiwan. According to the Kantar Worldpanel market survey report, functional products have entered the low-fat milk powder market in response to the health needs of the Taiwanese people. With market share staying ahead of other competitive brands, it is still the No. 1 brand of low-fat milk powder up to now, reaching more than 50% on Taiwan's market in 2019.

(2) Future market demand & supply status and growth

Taiwan's adult milk powder market has grown steadily. Quaker is highly praised by consumers for its health and nutrition specialty, continuous high-quality and multi-functional products to meet consumers' health needs, and continuous innovative marketing strategies and multi-faceted communication.

Looking ahead to market opportunities, the adult milk powder market still has sales potential as Taiwan is turning into an aging population structure and focusing on healthcare. In view of the need for the mature people to live longer and healthier, the adult milk powder market will require great investment in their own health.

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Therefore, it will be the direction of Quaker's continuous investment to upgrade the product formula again and strengthen the requirements of health, function, and nutrition.

The R&D team of the company has formulated a series of health milk powder exclusively for individuals according to the nutritional needs of the Taiwanese people. In 2019, the formula of Quaker's Glucosamine Milk Powder has been upgraded, and the original three-effect mobility formula contains 12 times glucosamine, 2 times calcium, and high-quality milk protein, which has won the national food health certification. Animal experiments have proved that it may help delay bone loss, providing calcium supplement and all-round mobility maintenance for adults over 40 years old.

The main product, Quaker High Calcium Milk Powder, has also established a more stable leading position in adult nutrition and won consumers' trust and praise. Quaker milk powder will work harder to meet the needs of more consumers and continue to strengthen the company's leading position in the low-fat milk powder market.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

In order to take full care of the nutrition and health of the Taiwanese people, the company strives for perfection and makes unremitting efforts. Since the introduction of the nutritionally complete and easy-to-drink "Quaker Completion Nutrition Food" in 2007, the company has also introduced diabetes formula, dialysis formula and tumor formula in response to market demand. Through all-round marketing activities and celebrity endorsements, the company has made continuous growth in its performance. Subsequently, it has introduced a series of sugar-free or low-sugar products in response to the consideration of sugar intake of some Taiwanese people, hoping to give consumers more choices. We can "drink all the nutrition in one jar in a balanced way." At the same time, it strengthens the market position of Quaker's medical nutrition. According to the Nielsen market survey report of 2019, Quaker's Completion Nutrition Food for Diabetes have become the first brand in the market.

The company's mission is to pursue good nutrition. It promises to provide consumers with the best quality products and many products have won national health food certification. The high-quality brand has won the recognition and trust of consumers. In the future, it will use the brand strength and sales experience of Quaker adult milk powder to attack the field of adult functional nutrition with a strong R&D team and flexible marketing strategy to create better sales performance of the company's nutrition products.

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5. Agency products (milk powder and cheese)

  • (1) Adult milk powder: stable market and steady operation

The milk powder market is stable. Fernleaf Full Cream series performed well and achieved good results repeatedly. However, the low-fat market shrank. Anlene upgraded its products and packaging in Oct. 2019, cooperating with media communication and channel activities to consolidate the market share. Anchor launched products in bags in Dec. 2019 to actively grasp the relative economic price. Due to the lower birth rate and the sluggish market scale, the brand of Fernleaf continues to invest and grow steadily.

(2) Sliced Cheese: for the market growth, Chesdale is better

With overall market grew by 5%, Chesdale, the No. 1 brand, continued to invest and consolidate its leading position. In 2019, it launched new image advertising and online communication activities to actively expand penetration rate and market share by combination with various promotional activities through channels.

In a new year, the company has worked closely with Fonterra Brands (Far East) Limited, Taiwan Branch to continuously promote competitive consumer activities, actively increase market share in line with sound channel operations, and continue to achieve good results.

Edible oils:

6. Edible oil

(1) Market share

"Great Day" has been operated diligently for more than 30 years, insisting on providing high-quality edible oil for Taiwanese families. Its Sunflower Oil, Olive Oil, 5 Treasures Oil, and Canola Oil, etc. are all deeply loved and supported by consumers with their healthy and high-quality images. It is the first leading brand in the Taiwanese market, leading other competitive brands in the categories it manages and has stable sales.

The subsidiary of the company sells sunflower oil under the brand of "Mighty" in China, which insists on providing healthy and high-quality edible oil. It has won the first place in the market share of sunflower oil products for many years in a row and continues to increase the market share.

(2) Future market supply & demand status and growth

The public pays more attention to quality and safety on consumption. The proportion to purchase pure oil and imported oil increases. It is estimated that sunflower oil, olive oil and canola oil products will continue to grow steadily. As the leading brand of edible oil in Taiwan, Great Day will continue to promote 100% pure sunflower oil as the main product in keeping with the health trend of consumers. Adhering to consistent quality, Great Day is the first choice for

-73-

housewives in Taiwan. In the market full of different brands of imported oil, pure olive oil imported from Italy will continue to invest in TV and online advertising, matching with sales activities to strengthen sales. In addition, the 5 Treasures Oil of Great Day is a popular product and has won the national health food certification. It ranks first in the blend oil market.

In the Chinese market, the overall development of edible oil has slowed down, but there is still a trend of consumption upgrading. The main declining oils are soybean oil and low-price blended oil. Mighty has grasped the consumers' demand for good health and quality to expose the product in popular variety shows and soap operas with high quality passing double certification of IFS and SQF as well as successful advertising investment. In addition, it has actively operated social media platforms such as Weibo and WeChat, deepening consumers' recognition of Mighty healthy oil, and the brand awareness has been significantly improved in 2019.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

With the increasing emphasis on the safety of oil products and the gradual change of family structure and cooking methods, consumers have switched to a refined diet to choose healthy oil. 100% pure sunflower oil and 100% pure olive oil have become mainstream oil products in the market and are a niche for stable growth of Great Day with the market ranking first.

In order to provide more reassurance to consumers, Great Day obtained the highest-level certification from SQF International Food Safety in 2017 and continuously updated the certification, which means that the quality control of raw materials, manufacturing processes and finished products of Great Day conforms to the highest standards of international standards. In a new year, it is expected that the market for healthy edible oil will continue to grow steadily. Great Day will continue to bring more healthy oil choices to Taiwan consumers and meet the health needs of all families with professional technology and experience.

The company will continue to enhance its brand value and healthy image, and make good use of oil in the spirit of continuous brand innovation. In addition to enhancing product value and the highest quality requirements, the company will also meet the diverse needs of Taiwan consumers of different ages for healthy oil products. In the Chinese market, we will also continue to focus on the intensive cultivation of outlets, that is, the continuous operation and optimization of the sales network, in coordination with national promotional activities and TV media investment, and continue to deepen the healthy image of the market for "Mighty" edible oil. In terms of product development, we created capsule-type table oil to the market in 2019 to attract more young potential consumers to become brand users

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with the combination unique shape and dietary needs for young people. In the future, more R&D resources will be invested to meet the demand for various refined edible oil products.

Others:

  1. Agency products (candy)

  2. (1) Market trend

According to Nielsen market data, the candy market grew slightly by 3% in 2019. There are many brands in the market. With the demand changing greatly, consumers prefer fresh products. Therefore, Mentos brand agented by Standard Foods has been introduced. Bar-packed Mentos with seasonal tastes, combined with the convenience of theme shelves in supermarkets and promotional activities, accumulated consumers' continuous purchasing habits. While Chupa Chups has expanded its operations by means of topic-oriented online communication activities, such as surprise eggs, and marketing with events such as movies and baseball teams, which has become the main momentum of growth in 2019.

  • (2) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures

The candy market grew slightly in 2019. More Japanese and Korean candies were introduced into the market. The Mentos, agented by Standard Foods, in addition to continuously communicating the global brand spirit "Who says no to Mentos," has penetrated young people with emphasis on digital and event marketing. At the same time, it has brought more interesting and novel products as well as various consumer and channel activities for Chupa Chups, No. 1 brand of lollipop, in order to make the brand closer to Taiwan consumers and continue to grow.

8. EMS service (Subsidiary- Domex Corp.):

  • (1) Market share

EMS is professional Electronic Manufacturing Services; at the present, the electronic products around the world are either self-produced or commissioned to EMS for manufacture; Domex Corp owns less than 1% of the EMS market share at the moment.

(2) Future supply/demand and market growth

With the various big companies worldwide expanding their productivity through factory establishment or incorporation, the competition within the industry is afraid to become fiercer. In the future, the EMS market will advance into the era with slim margin, and along with the structural transformation of the technological industry, the EMS industry will demonstrate the trend of “the bigger the stronger”.

  • (3) Competitiveness, the advantages and disadvantages of development, and responsive strategies.

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Since the scale of Domex Corp is not big, we are capable of providing flexibly towards the alterations of production process and product line to collaborate with the different demands from the clients, and these are the vital factors for the current competition and development for Domex Corp. However, the EMS market is an industry where the bigger the stronger, Domex Corp will use diversified strategies in the future to avoid direct competition with large OEM factories.

(II) Application and production process of major products

1. Application of major products

Main product Product application
Nutritious Foods High fiber grain-based foods and nutritious beverages for
breakfast and health diets.
Cooking products Food
product type
For cooking needs.
Other food types For leisure foods.
EMS service (Subsidiary
–Domex Corp.)
As the designated use of customers varies, most of them
are medical and communicationsproducts.
  1. Production Process of Major Products

Processing Flow Chart for Oat flake:

Raw material → cutting → pressing → cooling → sieving → packaging Processing Flow Chart for Oat powder:

Raw material → foam slurry → gelatinization → drying → graining → sieving → packaging

Processing Flow Chart for Tonic Drinks:

Raw material → extracting → filtering → mixing → bottling → packaging Processing Flow Chart for Dairy Products:

Raw material → homogenization → pasteurization → refrigerating → bottling → packaging

Processing Flow Chart for Refined Oil:

  • Raw oil → refining, de acidification → bleaching → deodorization → winterization → packaging

Processing Flow Chart for Three Treasure Oats:

Raw material → extrusion → drying → cooling → packaging

– EMS service production process (Subsidiary Domex Corp.):

Components → SMT → DIP → Assembly → Testing → Packaging

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(III) Supply of major ingredients

Major ingredients Sources
Oats Imported from Australia
Sunflower Oil Crude Oil Imported from Ukraine
Oleic Canola oil Crude Oil Imported from Australia
Flour Domestic suppliers
Cane sugar Taiwan Sugar Corporation
Raw milk Domestic milk farmers
Milk powder Suppliers in New Zealand, Australia, Europe, and
Taiwan
Electronic Parts Subsidiary
–Domex Corp.
Supplied by domestic dealers for international
companies,as well as domestic manufacturers.

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(IV) Major Customers and Suppliers of the last two fiscal years
1. Major Customers in the past two fiscal years
Unit: NT$ Thousand
As of March 31, 2020 (Note 2)
Relationship
with the
issuer
Note 1: List the name, sales amount and sales ratio of the customers who have accounted for over 10% of total sales in the last two years. The customers who are not related
parties and must be kept in confidence in accordance with the agreement signed and can be identified by code.
Note 2: As of the date before the printing of this report. Listed companies or companies traded in brokerage shall disclose if there is any financial data for the most recent period
audited and attested or reviewed by a CPA.
Note 3: No substantial change occurred in the last two years.
2. Major Suppliers in the past two fiscal years
Unit: NT$ Thousand
Item
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Net purchase
amount up to
the last quarter
(%)
Relationship
with the
issuer
1
A2 Company
(Note 1)
2,284,259
13.5
A2 Company
(Note 1)
2,549,510
13.1
Others
14,695,165
86.5
Others
16,853,752
86.9
Others
4,769,416
100.0
Net Purchase
Amount
16,979,424
100.0
Net Purchase
Amount
19,403,262
100.0
Net
Purchase
Amount
4,769,416
100.0
Note 1: List the name, sales amount and sales ratio of the customers who have accounted for over 10% of the total sales amount in the last two years. The customers who are not
related parties and must be kept in confidence in accordance with the agreement signed and can be identified by code.
Note 2: Note 2: As of the date before the printing of this report. Listed companies or companies traded in brokerage shall disclose if there is any financial data for the most recent
period audited and attested or reviewed by a CPA.
Note 3: Our company has no suppliers with a stock amount of above 10% during the recent two years; therefore there is no need to disclose.
Item
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Net purchase
amount up to
the last quarter
(%)
Relationship
with the
issuer
1
A2 Company
(Note 1)
2,284,259
13.5
A2 Company
(Note 1)
2,549,510
13.1
Others
14,695,165
86.5
Others
16,853,752
86.9
Others
4,769,416
100.0
Net Purchase
Amount
16,979,424
100.0
Net Purchase
Amount
19,403,262
100.0
Net
Purchase
Amount
4,769,416
100.0
Note 1: List the name, sales amount and sales ratio of the customers who have accounted for over 10% of the total sales amount in the last two years. The customers who are not
related parties and must be kept in confidence in accordance with the agreement signed and can be identified by code.
Note 2: Note 2: As of the date before the printing of this report. Listed companies or companies traded in brokerage shall disclose if there is any financial data for the most recent
period audited and attested or reviewed by a CPA.
Note 3: Our company has no suppliers with a stock amount of above 10% during the recent two years; therefore there is no need to disclose.
Item
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Net purchase
amount up to
the last quarter
(%)
Relationship
with the
issuer
1
A2 Company
(Note 1)
2,284,259
13.5
A2 Company
(Note 1)
2,549,510
13.1
Others
14,695,165
86.5
Others
16,853,752
86.9
Others
4,769,416
100.0
Net Purchase
Amount
16,979,424
100.0
Net Purchase
Amount
19,403,262
100.0
Net
Purchase
Amount
4,769,416
100.0
Note 1: List the name, sales amount and sales ratio of the customers who have accounted for over 10% of the total sales amount in the last two years. The customers who are not
related parties and must be kept in confidence in accordance with the agreement signed and can be identified by code.
Note 2: Note 2: As of the date before the printing of this report. Listed companies or companies traded in brokerage shall disclose if there is any financial data for the most recent
period audited and attested or reviewed by a CPA.
Note 3: Our company has no suppliers with a stock amount of above 10% during the recent two years; therefore there is no need to disclose.
Item
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Percentage
of net
purchase
amount (%)
Relationship
with the
issuer
Name
Amount
Net purchase
amount up to
the last quarter
(%)
Relationship
with the
issuer
1
A2 Company
(Note 1)
2,284,259
13.5
A2 Company
(Note 1)
2,549,510
13.1
Others
14,695,165
86.5
Others
16,853,752
86.9
Others
4,769,416
100.0
Net Purchase
Amount
16,979,424
100.0
Net Purchase
Amount
19,403,262
100.0
Net
Purchase
Amount
4,769,416
100.0
Note 1: List the name, sales amount and sales ratio of the customers who have accounted for over 10% of the total sales amount in the last two years. The customers who are not
related parties and must be kept in confidence in accordance with the agreement signed and can be identified by code.
Note 2: Note 2: As of the date before the printing of this report. Listed companies or companies traded in brokerage shall disclose if there is any financial data for the most recent
period audited and attested or reviewed by a CPA.
Note 3: Our company has no suppliers with a stock amount of above 10% during the recent two years; therefore there is no need to disclose.
As of March 31, 2020 (Note 2) Relationship
with the
issuer
Percentage of
total net sale
amount up to the
last quarter (%)

19.5

80.5

100.0
Net purchase
amount up to
the last quarter
(%)

100.0

100.0
Amount
1,298,464
5,372,969 6,671,433 Amount 4,769,416 4,769,416

Name
A1 Company
(Note 1)
Others Net sale
amount
Name Others Net
Purchase
Amount
2019 Relationship
with the
issuer
2019 Relationship
with the
issuer
Percentage
of total net
sale amount
(%)

15.5

84.5

100.0
Percentage
of net
purchase
amount (%)

13.1

86.9

100.0
Amount
4,858,711
26,407,521 31,266,232
Amount 2,549,510 16,853,752 19,403,262
Name A1 Company
(Note 1)
Others Net sale
amount

Name
A2 Company
(Note 1)
Others Net Purchase
Amount
2018 Relationship
with the
issuer
2018 Relationship
with the
issuer
Percentage
of total net
sale amount
(%)

16.6

83.4

100.0
Percentage
of net
purchase
amount (%)

13.5

86.5

100.0
Amount 4,533,832 22,806,755 27,340,587
Amount 2,284,259 14,695,165 16,979,424

Name
A1 Company
(Note 1)
Others Net sale amount Name A2 Company
(Note 1)
Others Net Purchase
Amount
Item 1
Item 1

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(V) Production Quantities and Value over the Past Two Years

Unit: 1 tons / NTD Thousand

Unit: 1 tons / NTD Thousand Unit: 1 tons / NTD Thousand Unit: 1 tons / NTD Thousand
Fiscal year
QTY &
Value

2018
2019
Major Products Capacity Production
Quantity
Production
Value
Capacity Production
Quantity
Production
Value
Nutritious Foods
131,854

104,271.18

11,187,876

131,854

114,182.51

12,496,443
Cooking
products Food
product type
669,676
284,810.21

14,599,397

669,676

342,060.92

15,824,251
Others (Note 1)
13,131.26

446,730

(Note 1)

10,996.08

438,072
1,162,748.00
(Note 2)

1,641,365

(Note 2)
1,310,671.00
(Note2)

2,293,222
Total 801,530 402,212.65
27,875,368
801,530 467,239.51
31,051,988
1,162,748.00
(Note 2)
1,310,671.00
(Note 3)

Note 1: Nutritious Foods production line was used for production. Note 2: Pieces as the unit

(VI) Production Sales and Value over the Past Two Years

Unit: 1 tons / NTD Thousand

Unit: 1 tons / NTD Thousand Unit: 1 tons / NTD Thousand Unit: 1 tons / NTD Thousand Unit: 1 tons / NTD Thousand
Fiscal year
Sales
Quantities
and Value

2018
2019
Major Products Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Nutritious Foods
101,183.40
10,855,924
683.50

73,983
108,778.30 11,900,230
723.30

83,921
Cooking
products Food
product type
23,344.40 1,937,524 246,208.10 11,879,761
23,435.90

1,916,463
312,727.70 13,634,969
Others 12,730.50
1,788,938

0.00
804,457

10,831.60
2,515,680

0.00
1,214,969

0.00
(Note 1)

520,632.00
(Note 1)

0.00
(Note 1)

486,785.00
(Note 1)
578,756.00
(Note 2)
384,267.00
(Note 2)
763,877.00
(Note 2)
327,207.00
(Note 2)
Total 137,258.30
14,582,386

246,891.60
12,758,201

143,045.80
16,332,373

313,451.00
14,933,859

0.00
(Note 1)

520,632.00
(Note 1)

0.00
(Note 1)

486,785.00
(Note 1)
578,756.00
(Note 2)
384,267.00
(Note 2)
763,877.00
(Note 2)
327,207.00
(Note 2)

Note 1: Unit=bottle Note 2: Unit=piece

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III. Status of employees over the past two years and up to the printing of the annual report

Fiscal year Fiscal year 2018 2019 As of April 30,
2020
Number of
Employees
Management & Staff 2,657 2,717 2,731
Technicians & Laborers 948 945 928
Total 3,605 3,662 3,659
Average Age 35.18 36.66 36.76
Average Years of Service 5.65 5.77 6.42
Education
distribution
Ph. D. 12 18 18
Masters 206 232 238
College/ University 1,866 1,869 1,886
Senior High School 1,126 1,321 1,303
Junior 395 222 214

Note: Contracted personnel and foreign laborers are included.

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IV. Information on Environmental Protection Expenditure

The company cooperates the government to implement environmental protection policies and spare no effort in environmental protection maintenance. In addition to environmental management inspection and environmental protection equipment, it has also set up specialized units to carry out the operation, maintenance and improvement of various pollution prevention and control equipment.

The company has passed ISO14001 environmental management system certification since 2015, and has passed ISO14001 audit certification every year since the revision certification in 2018. In terms of environmental protection, it has made continuous improvement through systematic management.

  • (I) In 2019 and up to the date of publication of the annual report, Standard Foods had no unusual environmental penalty cases.

  • (II) Expenditure on environmental protection equipment

  • In Jun. 2019, the components of the dryer washing tower of the air pollution emission equipment were updated and their functions were upgraded, totaling 3 units at a cost of NT$1.14 million.

  • In Jul. 2019, the sewage collection project of the waste disposal site of the renewal enterprise was completed at a cost of NT$960,000.

(III) Estimated capital expenditure on environmental protection in the next three years.

**Year ** 2020 2021 2022
�Proposed
acquisition of
pollution
prevention
equipment or
purchase items
Expenses on
environmental
protection
equipment and
expenses on
garbage disposal
Expenses on
environmental
protection
equipment and
expenses on
garbage disposal
Expenses on
environmental
protection
equipment and
expenses on
garbage disposal
�Expected
improvements
Maintenance
normal operation
of environmental
protection
equipment and
garbage clearance
Maintenance
normal operation
of environmental
protection
equipment and
garbage clearance
Maintenance
normal operation
of environmental
protection
equipment and
garbage clearance
�Amount 16,000 thousand 17,370 thousand 17,370 thousand

(IV). Influence after improvement

luence after improvement
Year 2020 2021 2022
Impact on net profit Little Little Little
Impact on competitive position None None None

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V. Employee / Employer Relations

(I) Major coordination and implementation of current labor issues

1. Employee’s welfare package

Employees’ welfare is arranged as follows:

  • (1) Labor insurance and health insurance are arranged for employees as required by law. The Company will have the employees informed automatically upon the occurrence of insurance settlements and will assist them in applying for the said settlement for their protection.

  • (2) The Company has group insurance for employees as a whole (including their spouses and children) including life insurance, accident insurance, medical insurance, and cancer-prevention insurance with the premium paid by the Company in full.

  • (3) Annual bonus and performance prize money from retained earnings are distributed to employees.

  • (4) Physical check-ups for employees are arranged periodically.

  • (5) Gifts are distributed to employees on Moon Festival, Dragon Boat Festival, Chinese New Year, and Labor Day.

The Employee Welfare Committee will handle the employees’ welfare as follows:

  • (1) Gifts are distributed to employees on Moon Festival, Dragon Boat Festival, and Chinese New Year.

  • (2) Birthday gift money

  • (3) The Committee offers wedding, birth, consolation and condolence, and disability subsidies to employees.

  • (4) Company tour compensation.

  • (5) Group activity compensation.

  • (6) Festival celebration activities.

The Company has set up employee welfare committee per approvals of 1986.11.03 Taoyuan County Government Ruling Fu-Lao-She-Chi No.148470 and Department of Labor, Taipei City Government 1992.07.14 Ruling Bei-Shi-Lao No.12761. The Committee members are elected by employees and a membership fee is collected monthly for welfare activities.

2. Retirement plan

The Company has a retirement plan defined for the contracted managers and employees.

Since 2005.07.01, those who elected the new pension system, the Company deposits the monthly pension to his/her personal under Bureau of Labor Insurance according to the regulation of "Labor Pension Act ". And those who elected the old pension system and the seniority of service accumulated by the aforementioned employees, according to the regulation of "Labor Pension Act ", the Company deposits the monthly pension of the actuarial computation from actuaries to an account in Taiwan under Supervisory Committee Labor Retirement Reserve for its management. In addition, the Company appoints the relevant managers to defined benefit liability.

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3. Education and training

Talents are important assets of the Company. We believe that the growth of the Company will only follow the growth of employees. We have a plan formed to help our employees upgrade in order to have an outstanding team organized for competitive advantages and for the ongoing concern of the organization taken as a whole.

We have helped our employees refine their expertise, communication skills, and management and leadership. A training blueprint is drawn for each department with a focus on various trainings for each job level; moreover, management trainees are recruited for manufacturing operations and a diversified learning environment is provided. For example, orientation training, plant tours, sales joint calls, common course training, intra-departmental on-job training and practice, senior adviser’s research and guidance, project study, theme meeting attendance, intra-departmental and inter-company rotation, annual sales meetings, overseas study for management and assigned textbook reading and self-learning for personal and group development and growth in a diversified learning environment are provided.

For the cultivation of expertise, a learning program is designed according to the expertise needed for performing job responsibilities. Technology and experience are to be passed on and the core competence is to be built through the internal instructors’ training and accreditation system and the counseling procedure of the management. The industrial growth and employee’s personal development needs are to be integrated to construct a talent database for internal promotion.

We provide general new employee training, freshman guidance and factory tours for new colleagues, as well as professional advanced training courses related to the posts to assist new colleagues in blending into the Company and understanding the Company within the shortest period of time, and are capable of performing their skills to work.

Help is given to sales & marketing teams to build up and substantiate the expertise and skills needed for job performance by providing them with special skill courses, comprehensive guidance, and joint call assistance. Moreover, annual sales meetings are arranged to help salespersons understand the Company, products, and marketing strategy in order to be cooperative and maintain energy and creativity.

For the cultivation of the management trainees, courses are arranged and a supervisor will be appointed to prepare the trainees for management responsibilities in the near future. We have a talent database for internal promotion constructed through job rotation, project study, and the instruction of senior management and consultants.

Standard Foods used its best efforts to train professional talents and, therefore, was awarded the silver medal for “Taiwan Train Quality System (TTQS)” by the Workforce Development Agency, Ministry of Labor, Executive Yuan. It participated in the evaluation again and won the higher honor after it won the bronze medal in 2014. TTQS refers to the national talent evaluation system and is an indicator key to labor quality. The award presented to the Company represents that the Company's performance in upgrading the quality of human resources is remarkable.

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The education and training expenses of the Company in 2018 amounted to NT$8,416 thousand.

4. Protection measures for working environment and employee personal safety:

  • To protect the working environment of the factory and office and the safety of employees, the Company has all kinds of standard operating manuals and protective measures regulated in accordance with the Labor Safety and Health Act and the Labor Safety and Health Facilities Rules.

  • (1) Establishment of Labor Health & Safety Committee: Meetings are held annually to discuss labor health and safety and firefighting plans.

  • (2) Stipulation of occupational hazards prevention plan: Protect labor safety and prevent occupation hazards from occurring.

  • (3) Stipulation of health and safety inspection plan: Inspect machine and equipment safety automatically to prevent accidents from occurring.

  • (4) Stipulation of health and safety code: It is stipulated by the Labor Health & Safety Committee and the labor representative to ensure its enforcement by employees.

  • (5) Employee’s health check-up: It includes the physical check-up and health management arranged for the contracted laborers, new recruits, and employees.

  • (6) Labor health and safety education and training: Labor health & safety education and disaster prevention training are arranged periodically.

  • (7) Special training: Machine and equipment operators must be trained by the independent training institutions that are contracted by the government and must receive a certificate of qualification.

  • (8) Transportation of female workers for graveyard shifts: The Company will have transportation arranged for female workers who get off duty after 22:00 at night.

  • (9) Employee’s dormitory: The Company has a dormitory arranged for male workers and female workers who live too far away or who work the graveyard shift.

  • (10)Appointment of labor health & safety personnel: The Company has labor health & safety personnel and Class A labor health & safety managers designated in accordance with laws.

  • (11)Designation of medical personnel: Medical personnel are arranged in the factory to care for the employees in accordance with laws.

  • (12)Occupational disaster investigation: Analyze the status and causes of occupational disasters and have preventive action stipulated and report the incidents to labor inspection units for the record.

  • (13)Subcontractor management: A review committee is organized by subcontractors and the Company to study work safety and prevent occupational disasters from occurring.

  • (14)Operational environment test: Inspect the noise level in the working area annually to protect worker’s hearing.

  • (15)Substantiate control processes: Substantiate fire control processes, restrictive space processes, and firefighting system suspension process according to the standard operation procedure.

  • (16)Labor health & safety audit: Firefighting directors of each unit and department head are to tour the factory daily to prevent accidents from occurring and to protect the safety of life and property.

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5. Employee’s rules

  • Employee’s rules are stipulated according to the Labor Standards Law and regulations to define the rights and obligations of employer and employees, to substantiate management systems and to inspire employees to work together as a team. The service rules for employees are detailed as follows:

  • (1) Employees are obligated to perform tasks responsibly and diligently, follow the reasonable instructions and supervision of the management in all levels and may not take their job responsibilities lightly or dodge and disobey work assignments. The management is obligated to guide employers in a friendly manner.

  • (2) Employees are expected to work hard, take care of public property, reduce losses, improve product quality, increase productivity, and to keep business and job responsibilities in confidence to the outsiders.

  • (3) Employees are to report for work to their direct supervisors according to the chain of command, except in an emergency.

  • (4) Employees without the consent of the Company may not bring in any friend or family to work for the Company.

  • (5) Employees may not take advantage of the position held within the Company to benefit themselves or any third party.

  • (6) With the written consent from the Company, employees may not work for another company that operates similar business, which would cause a breach of the employment contract.

  • (7) Employees may not demand entertainment or accept gifts, kickback or any illegal gains by performing or not performing job duties.

  • (8) Employees may not bring ammunition, knives or guns, dangerous objects (anything that are irrelevant to their job performance, which may cause physical harm to anyone and lead to work accident, or any chemicals and flammables that are not for work purpose), illegal items by law, or any non-work associated items to the work venue.

  • (9) Employees may not, at will, take the property of the Company off the premises or the factory, lease the property of the Company to any outside party without authorization.

  • (10)The employment contract is negotiated and stipulated by both the employer and the employee by free will. The following guidelines shall be followed when the employer deem there’s necessity to make adjustment:

    • i. For the needs of the Company’s operation and not for undue motive or purpose, unless stipulated in law otherwise.

    • ii. No adverse changes to the employee’s salary or working condition.

    • iii. Employee is still eligible to perform the new assignment, in both physical and skill-set terms.

    • iv. Employer shall give necessary assistance when the employee is relocated in a remote location.

    • v. Taking the welfare of employee and his/her family life for consideration.

6. Employer-employee relations

We regularly holds consultation meetings with the labor union, and the labor and capital parties closely communicate with each other on various labor conditions, employee welfare, etc. to promote the harmony of labor and capital. Meanwhile, the company also organizes and regularly holds labor and capital meetings in accordance with the implementation methods of labor and capital meetings. The company's

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management system, operation and other relevant information are also announced on the internal website and bulletin board, and opinion mailbox is set up. Many measures are to establish a smooth labor communication channel and create a happy workplace to create a win-win situation for labor and capital.

(II) Losses resulting from labor disputes in the most recent years and up to the printing of the annual report: None.

VI. Important commitments

April 30,2019
Restrictive
clauses
(Note 2)
(Note 3)
None
None
Nature of
agreement
Client Agreement period Content Restrictive
clauses
Technological
Cooperation

Quaker Co.
July,1994–
July11, 2034
(Note 1)
Quaker Oatmeal and Baby
Oatmeal Powder in Taiwan
(Note 2)
Exclusive
Distributor
Fonterra
Brands (Far
East)Limited
April 28,2008-
April 27, 2021
(Note 3)
Exclusive Sales Agent in
Taiwan for Fonterra Brand
Products
(Note 3)
Supply and
Sales
Agreement
MND PX
Ministry
October 23, 2019-
October 22, 2020
(Note 4)
Welfare for Military Personnel
and Their Spouses
None
Long-term
Loan
Shin Kong
Commercial
Bank
December 15, 2017-
December 15, 2021
The guarantee limit amounted
to NT$50 million.
None

Note 1: The terms and conditions for Agreement renewal is for five years each time. The parties shall meet no later than six months prior to the expiration of the term of the Agreement in order to discuss the renewal of the Agreement.

Note 2: If there is a subsequent material decline of 18% or more in Net Sales of the Quaker brand products in any two consecutive quarters as compared with Net Sales in the corresponding quarterly periods in the previous fiscal year due to the non-performance of the agreement; also, the Company could not evidence it to the Quaker Oats Company in the USA that it was due to special causes instead of non-performance of the agreement, the Quaker Oats Company shall have the option to terminate the Agreement with the Company informed in writing six months in advance.

Note 3: The renewal shall be decided within three months prior to expiration of the Agreement. Unless otherwise agreed by both parties, the Agreement shall be renewed for another three years based on the original terms and conditions upon expiration of the Agreement, and so on.

Note 4: Renewed per year.

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Six. Financial Information

I. Condensed Balance Sheet, Income Statements, CPAs and Their Opinions over the Last Five Years

(I) Condensed Balance Sheet and Comprehensive Income Statement- International Financial Reporting Standards

Condensed Balance Sheet – IFRS -Consolidated

Unit: NT$

Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Condensed Balance Sheet– IFRS -Consolidated
Unit: NT$
Thousands
Fiscal year
Item
Financial Information over the last fiveyears(Note 1) As of March 31,
2020 Financial
Information
(Note 1)
2015 2016 2017 2018 2019
Current Assets 15,391,892 15,127,876 15,496,940 17,107,047
18,513,185

18,802,457
Property, Plant and
Equipment
3,783,949
4,684,441
5,676,084
5,478,238

5,125,312

5,038,850
Intangible Assets 166,422
144,702

78,066

73,050

68,087

68,346
Other Assets 1,187,011
1,862,067
1,458,398
1,339,321

1,781,681

1,691,687
Total Assets 20,529,274 21,819,086 22,709,488 23,997,656
25,488,265

25,601,340
Current
Liabilities
Before
appropriation
6,441,771
6,865,895
7,137,271
7,510,934

7,682,083

7,427,218

After
appropriation
7,710,086
8,273,725
8,967,450
9,798,658

(Note 2)

(Note 2)
Noncurrent Liabilities 584,030
535,430

548,609

446,397

855,491

746,397
Total
Liabilities
Before
appropriation
7,025,801
7,401,325
7,685,880
7,957,331

8,537,574

8,173,615

After
appropriation
8,294,116
8,809,155
9,516,059 10,245,055
(Note 2)

(Note 2)
Equity attributable to
owners of theparent
13,306,157 14,217,975 14,785,740 15,806,926
16,678,127

17,169,030
Capital Stock 7,926,972
8,798,939
9,150,897
9,150,897

9,150,897

9,150,897
Capital Surplus 63,153
72,397

83,124

93,045

109,718

109,718
Retained
Earnings
Before
appropriation
5,022,383
5,449,618
5,833,327
6,915,111

8,016,188

8,625,674
After
appropriation
2,882,101
3,689,830
4,003,148
4,627,387

(Note 2)

(Note 2)
Other equity 314,831
(81,797)
(260,426) (330,945) (577,494) (696,077)
TreasuryStock (21,182) (21,182) (21,182) (21,182) (21,182) (21,182)
Non-controllinginterest 197,316
199,786

237,868

233,399

272,564

258,695
Total
equity
Before
appropriation
13,503,473 14,417,761 15,023,608 16,040,325
16,950,691

17,427,725
After
appropriation
12,235,158 13,009,931 13,193,429 13,752,601
(Note 2)

(Note 2)

Note 1: Reviewed by CPA.

Note 2: Subject to the approval of annual shareholders' meeting.

-87-

Condensed Comprehensive Income Statement - IFRS - Consolidated

Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$
Fiscal year
Item

Financial information over the last five years
As of March 31,
2020 Financial
Information
(Note. 1)
2015 2016 2017 2018 2019
Sales revenue 25,514,586 27,073,564 26,477,924 27,340,587 31,266,232
6,671,433
Gross Profit 8,040,850
8,005,049

7,399,955
8,254,345 9,631,013
1,895,498
Operating Income 3,287,048
3,011,552

2,794,878
3,149,836 4,423,873
739,080
Non-operating
Income/expense
111,503
268,253

(49,475)

526,396

124,661

28,228
Earnings before tax 3,398,551
3,279,805

2,745,403
3,676,232 4,548,534
767,308
Net income from
continuingoperations
2,752,467
2,637,756

2,209,909
2,968,307 3,454,836
607,487
Loss from discontinued
operations
-
-

-

-

-

-
Net income (loss) 2,752,467
2,637,756

2,209,909
2,968,307 3,454,836
607,487
Other comprehensive
income(net after tax)
(191,612)
(438,072)

(214,628)
(138,749) (256,189)
(130,453)
Current comprehensive
income/loss
2,560,855
2,199,684

1,995,281
2,829,558 3,198,647
477,034
Net earnings attributable to
owners of theparent
2,730,613
2,606,544

2,173,044
2,949,089 3,416,097
609,486
Net earnings attributable to
non-controllinginterest
21,854
31,212

36,865

19,218

38,739

(1,999)
Comprehensive
income/loss attributable to
owners of theparent
2,538,837
2,170,889

1,964,868
2,813,107 3,142,252
490,903
Comprehensive
income/loss attributable to
non-controllinginterest
22,018
28,795

30,413

16,451

56,395

(13,869)
Earnings per share (Note 2)
3.01

2.87

2.39

3.25

3.76

0.67

Note 1: Reviewed by CPA.

Note 2: It is calculated in accordance with the weighted average shares after the retrospective adjustment proportionally to the capitalized earnings.

-88-

– Condensed Balance Sheet IFRS -Individual

Unit: NT$ Thousand

Unit: NT$Thousand Unit: NT$Thousand Unit: NT$Thousand Unit: NT$Thousand Unit: NT$Thousand
Fiscal year
Item
Financial information over the last five years
2015 2016 2017 2018 2019
Current Assets 6,343,538
5,048,559

5,266,070

6,625,406

7,306,207
Property, Plant and
Equipment
1,324,881
1,363,441

1,409,677

1,420,548

1,372,629
Intangible Assets 6,438
3,558

3,375

1,672

2,943
Other Assets 8,596,705
10,097,381

10,295,641

10,308,831

10,914,409
Total Assets 16,271,562
16,512,939

16,974,763

18,356,457

19,596,188
Current
Liabilities
Before
appropriation
2,599,476
1,914,283

1,790,235

2,220,075

2,384,532
After
appropriation
3,867,791
3,322,113

3,620,414

4,507,799

(Note 1)
Noncurrent Liabilities 365,929
380,681

398,788

329,456

533,529
Total
Liabilities
Before
appropriation
2,965,405
2,294,964

2,189,023

2,549,531

2,918,061
After
appropriation
4,233,720
3,702,794

4,019,202

4,837,255

(Note 1)
Capital Stock 7,926,972
8,798,939

9,150,897

9,150,897

9,150,897
Capital Surplus 63,153
72,397

83,124

93,045

109,718
Retained
Earnings
Before
appropriation
5,022,383
5,449,618

5,833,327

6,915,111

8,016,188
After
appropriation
2,882,101
3,689,830

4,003,148

4,627,387

(Note 1)
Other equity 314,831
(81,797)

(260,426)

(330,945)

(577,494)
Treasury Stock (21,182)
(21,182)

(21,182)

(21,182)

(21,182)
Total equity Before
appropriation
13,306,157
14,217,975

14,785,740

15,806,926

16,678,127
After
appropriation
12,037,842
12,810,145

12,955,561

13,519,202

(Note 1)

Note 1: Subject to the approval of annual shareholders' meeting.

-89-

Condensed Comprehensive Income Statement - IFRS - Individual

Unit: NT$ Thousands, except EPS is in NT$

Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$ Unit: NT$Thousands,except EPS is in NT$
Fiscal year
Item

Financial information over the last five years
2015 2016 2017 2018 2019
Sales revenue 11,746,796
11,655,791

11,259,683

12,187,907

13,139,944
Gross Profit 3,895,187
3,835,072

3,689,421

4,082,297

4,670,008
Operating Income 2,283,059
2,191,994

2,136,045

2,370,064

2,955,225
Non-operating
Income/expense
934,105
883,742

427,729

1,117,097

1,228,861
Earnings before tax 3,217,164
3,075,736

2,563,774

3,487,161

4,184,086
Net income from
continuingoperations
2,730,613
2,606,544

2,173,044

2,949,089

3,416,097
Loss from discontinued
operations
-
-

-

-

-
Net income (loss) 2,730,613
2,606,544

2,173,044

2,949,089

3,416,097
Other comprehensive
income(net after tax)
(191,776)
(435,655)

(208,176)

(135,982)

(273,845)
Total current
comprehensive income/loss

2,538,837

2,170,889

1,964,868

2,813,107

3,142,252
Earnings per share (Note 1)
3.01

2.87

2.39

3.25

3.76

Note 1: It is calculated in accordance with the weighted average shares after the retrospective adjustment proportionally to the capitalized earnings.

(II) CPAs and their auditing opinions in the past five years

Fiscal year CPA Firm CPA’s name Auditing
opinion
2019 Deloitte Touche Tohmatsu CPA Firm Tza-Li Kung, Ching-Chen Yang Unqualified
2018 Deloitte Touche Tohmatsu CPA Firm Tza-Li Kung, Ching-Chen Yang Unqualified
2017 Deloitte Touche Tohmatsu CPA Firm Ting-Chen Hsu, Tza-Li Kung Unqualified
2016 Deloitte Touche Tohmatsu CPA Firm Ting-Chen Hsu, Tza-Li Kung i Unqualified
2015 Deloitte Touche Tohmatsu CPA Firm Ting-Chen Hsu, Hung-Hsiang Tsai
Unqualified

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II. Financial analysis in the past five years (1) Financial Analysis - IFRS (consolidated)

Item (Note 1) Fiscal year Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years As of March
31, 2020
(Note)
2015 2016 2017 2018 2019
Financial
structure (%)
Ratio of liabilities to assets (%) 34.22
33.92

33.84

33.16

33.50

31.93

Long-term capital to property,
plant,and facility (%)
372.30
319.21
274.35
300.95
347.42
360.68
Solvency (%) Current ratio (%) 238.94
220.33
217.13
227.76
240.99
253.16

Quick ratio (%)
144.83
127.07
129.47
150.05
175.10
178.00
(Times) interest earned ratio 147.77
62.24

37.26

46.53

98.03

52.82
Operating
ability
Accounts receivable turnover
(times)
5.83
5.57

5.11

4.86

4.96

4.83
Days sales in accounts receivable 62.60
65.52

71.42

75.10

73.58

75.56
Inventory turnover (times) 4.67
4.80

4.31

4.36

5.51

4.98
Accounts payable turnover (times) 9.38
9.40

9.96

9.76

9.28

9.14
Average days in sales 78.15
76.04

84.68

83.71

66.24

73.29
Property, plant and facility turnover
(times)
6.83
6.39

5.11

4.90

5.90

5.25
Total assets turnover (times) 1.32
1.28

1.19

1.17

1.26

1.04
Profitability Ratio of return on total assets (%) 14.33
12.67

10.21

12.99

14.11

9.70
Ratio of return on total equities (%) 21.50
18.89

15.01

19.11

20.94

14.14
Ratio of net income before tax to
paid-in capital(%) (Note 7)
42.87
37.28

30.00

40.17

49.71

33.54
Profit ratio (%) 10.79
9.74

8.35

10.86

11.05

9.11
Earnings per share ($) 3.01
2.87

2.39

3.25

3.76

0.67
Cash flow Cash flow ratio (%) 41.49
32.99

35.62

35.14

65.43

3.25
Cash flow adequacy ratio (%) 110.34
91.42

88.34

101.02
118.09
108.88
Cash reinvestment ratio (%) 8.89
5.41

5.88

3.93

13.12

1.13
Balance Degree of operating leverage 1.37
1.45

1.49
1.47
1.46

1.65
Degree of financial leverage 1.01
1.02

1.03

1.03

1.01

1.02
Root causes for the financial ratio change in the last two years:
1.
The increase in interest coverage ratio in 2019 was due to the increase in operating profit, which resulted in an increase
in net profit before pre-tax interest.
2.
The increase in inventory turnover rate in 2019 was due to the increase in revenue, resulting in an increase in cost of
sales and a decrease in average inventory.
3.
The decline in the average days for sale in 2019 was due to an increase in revenue and cost of goods sold, resulting in
an increase in inventory turnover.
4.
The increase in turnover of property, plant and equipment in 2019 was mainly due to the increase in net sales.
5.
The increase in the ratio of net profit before tax to paid-up capital in 2019 was due to the increase in net profit before
tax for the increase in revenue.
The increase in cash flow ratio in 2019 was due to increase in net cash flow from operating activities for the increase of
operating revenue, receivables, and turnover rate of inventory.
6.
The increase in cash reinvestment ratio in 2019 was mainly due to the increase in net cash flow from operating
activities.

Note: Reviewed by CPAs.

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Financial Analysis - IFRS (Individual)

Item (Note 1) Fiscal year Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years Financial analysis over the last five years
2015 2016 2017 2018 2019
Financial
structure (%)
Ratio of liabilities to assets(%) 18.22
13.90

12.90

13.89
14.89

Long-term capital to property,
plant,and facility%
1,031.95
1,070.72

1,077.16

1,135.93

1,253.92
Solvency (%) Current ratio(%) 244.03
263.73

294.16

298.43

306.40

Quick ratio(%)
151.70
146.95

170.75

202.26

214.80
(Times)interest earned ratio 12,005.34
1,382.73

-

5,091.75

3,125.78
Operating
ability
Accounts receivable turnover
(times)
6.29
5.99

5.74

5.97

5.91
Days sales in accounts receivable 58.02
60.93

63.58

61.13

61.75
Inventoryturnover(times) 3.87
4.02

4.05

4.36

4.51
Accountspayable turnover(times) 8.61
9.01

9.39

9.90

9.35
Average days in sales 94.31
90.79

90.12

83.71

80.93
Property, plant and facility turnover
(times)
8.98
8.67

8.12

8.61

9.41
Total assets turnover(times) 0.77
0.71

0.67

0.69

0.69
Profitability Ratio of return on total assets(%) 17.86
15.91

12.98

16.70

18.01
Ratio of return on total equities(%) 21.62
18.94

14.98

19.28

21.03
Ratio of net income before tax to
paid-in capital(%) (Note 5)
40.59
34.96

28.02

38.11

45.72
Profit ratio(%) 23.25
22.36

19.30

24.20

26.00
Earningsper share($) 3.01
2.87

2.39

3.25

3.76
Cash flow Cash flow ratio(%) 81.02
106.59

107.93

79.67

105.51
Cash flow adequacyratio(%) 145.70
137.07

129.44

119.95

114.28
Cash reinvestment ratio(%) 6.18
4.74

3.09

(0.34)
1.18
Balance Degree of operatingleverage 1.36
1.40

1.40

1.35

1.29
Degree of financial leverage 1.00
1.00

1.00

1.00

1.00
The root causes for the financial ratio change in the last two years:
1.
The decrease in interest coverage ratio in 2019 was mainly due to the increase in interest expenses on lease liabilities.
2.
The increase in cash flow ratio in 2019 was due to the increase in net cash flow from operating activities for the
increase in operating profits.
3. The cash reinvestment ratio increased in 2019, resulting in an increase in net cash flow from operating activities due
to an increase in operating profit. Increase in working capital (financial assets measured at amortized cost in current
assets - current increase and net receivable increase) and increase in profits and losses of subsidiaries invested by
equitymethod.

Note 1: The following equations shall be listed at the bottom of this chart.

  1. Financial structure

  2. (1) Ratio of debt to assets = Total debt/Total assets.

  3. (2) Long-term capital to fixed assets ratio�(total equity�non-current debt)/total net fixed assets

  4. Solvency

  5. (1) Current ratio = Current assets / Current liability

  6. (2) Quick ratio = (Current assets Inventory Prepaid expense) / Current liabilities

  7. (3) Times interest earned ratio = Net income before tax and interest expense / Interest expense of the year

    1. Operating ability
  8. (1) Accounts receivable turnover (including accounts receivable and notes receivable derived from business operation) = Net sales / Average accounts receivable (including accounts receivable and notes receivable derived from business operation).

  9. (2) Average collection days = 365 / Account receivable turnover

  10. (3) Inventory turnover = Cost of goods sold / Average inventory amount

  11. (4) Accounts payable turnover (including accounts payable and notes payable derived from business operation) = Cost of goods sold / Average accounts payable (including accounts payable and notes payable derived from business operation).

  12. (5) Average inventory turnover days = 365 / Inventory turnover

  13. (6) Fixed assets turnover�Net sales / Average net fixed assets

  14. (7) Total assets turnover = Net sales / Total assets

-92-

  1. Profitability

    • (1) Return on assets = [Net income (loss) + interest expense x (1-tax rate)] / Average total assets

    • (2) Return on shareholder’s equity = Net income (loss) / Net average shareholders’ equity

    • (3) Profit ratio = Net income (loss) / Net sales

    • (4) EPS = (Net earnings attributable to owners of the parent - preferred dividend) / Weighted-average shares issued. (Note 2)

  2. Cash flow

    • (1) Cash flow ratio = Net cash flow from operating activity / Current liability

    • (2) Cash flow adequacy ratio = Net cash flow from operating activities in the past five years / (Capital expenditure + Inventory increase + Cash dividend) in the past five years

    • (3) Cash reinvestment ratio = (Net cash flow from operating activity Cash dividend) / (Fixed assets + Long-term investment + other assets + Working capital). (Note 3)

  3. Leverage:

    • (1) Degree of operating leverage = (Net operating income Variable operating cost and expense) / Operating income (Note 4).

    • (2) Degree of financial leverage = Operating income / (Operating income interest expense).

  4. Note 2: When analyzing EPS equation above, please note the followings

  5. Based on weighted average common stocks, not the shares issued at the end of the year.

  6. Calculation for weighted-average common stock shall take into consideration the number of floating days of new shares issued from cash funding and treasury shares

  7. Those that had capital increase from retain earnings or capital reserve, the total capital shall be adjusted retroactively by the percentage of increase, and no consideration for the issuing period is needed, when calculate EPS for the entire fiscal year or the first six months

  8. If the preferred shares are non-convertible cumulative preferred stocks, the dividend (whether paid or not) shall be deducted from the after-tax net income/loss. If the preferred shares are non-cumulative preferred stocks, the dividends shall be deducted from the after-tax net income. No such adjustment shall be made if after-tax net loss.

Note 3: When analyzing the cash flows, please note the following matters:

  1. Cash flows from operating activities mean the business has generated a net inflow of cash.

  2. Capital expenditure means cash paid for long-term assets purchase during the year.

  3. Inventory addition is only included when inventory balance at the period end is bigger than that at the beginning of the period. No inventory addition is included if inventory balance was down at the year end.

  4. Cash dividend includes cash distribution paid to holders of both common stocks and preferred stocks. 5. Gross fixed assets means total fixed assets before depreciation.

  5. Note 4: The issuer shall divide each operation cost and expense into fixed and variable categories based on their natures, if it is done by estimation or subjective judgments, the bases shall be logical and consistent.

  6. Note 5: If the Company’s stock is without a par value or the par value is not NT$10, the calculation of paid-in capital ratio referred to above should be replaced with the equity ratio attributable to the shareholders of the parent company on the balance sheet.

-93-

III.Audit committee’s report in the most recent year

Standard Foods Corporation Audit Committee’s Audit Report

The Board has submitted the Company’s 2019 business report, consolidated and individual financial statements and earnings distribution proposal, where consolidated and individual financial statements have been audited by CPA Tza-Li Kung and CPA Ching-Chen Yang of Deloitte Touch Tohmatsu through the appointment by the Board and an audit report has been issued accordingly.

The aforementioned business report, consolidated and individual financial statements and earnings distribution proposal have been audited by the undersigned and are considered in the conformity with applicable laws and regulations. Therefore, the Audit Committee’s Audit Report is hereby issued in accordance with Article 14-4 of the Securities and Exchange Law and Article 219 of the Company Law.

Please kindly review and approve

To:

Standard Foods Corporation 2020 General Shareholders Meeting

Standard Foods Corporation

Audit Committee Convener: Ben Chang

March 20, 2020

-94-

IV. Financial Report and consolidated financial statements IV.1. Financial Report of Standard Fodds Corporation and Subsidiaries

Standard Foods Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and

-95-

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards No. 10, “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

STANDARD FOODS CORPORATION

By

TER-FUNG TSAO Chairman March 18, 2020

-96-

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, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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, 2019 and 2018, 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

We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 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.

-97-

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, 2019. 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.

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2019 is stated as follows:

Evaluation of Inventory

The products of the Group mainly include nutritional food, edible oils, dairy products, and beverages. Management estimated the allowance for impairment loss of inventory of various products based on the current market condition and historical sales experience. Refer to Notes 4, 5, and 12 to the consolidated financial statements for detailed information related to assessment of inventory. Because the assessment of impairment loss of inventory involves management’s critical accounting estimates and judgments, we considered the assessment of the allowance for impairment loss of inventory to be a key audit matter.

The audit procedures that we performed in response to the abovementioned key audit matter included obtaining information pertaining to the lower of cost or net realizable value (LCNRV), sampling the projected pricing information to the most recent sales record to assess the reasonableness of the judgment on LCNRV, and collecting the related documentations on obsolete inventory to assess the appropriateness of methodology adopted in the calculation of the impairment loss of inventory.

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, 2019 and 2018 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.

-98-

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.

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

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.

-99-

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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 audit resulting in this independent auditors’ report are Tza-Li Gung and Ching-Cheng Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 18, 2020

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.

-100-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(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 26)
Trade receivables (Notes 10 and 26)
Lease receivables - current (Note 11)
Finance lease receivables - current (Note 11)
Other receivables (Note 10)
Current tax assets (Note 28)
Inventories (Note 12)
Prepayments (Note 13)
Other current assets (Notes 20 and 36)
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)
Property, plant and equipment (Notes 15 and 36)
Right-of-use assets (Note 16)
Investment properties (Notes 17 and 36)
Goodwill
Other intangible assets (Note 18)
Deferred tax assets (Note 28)
Lease receivables - non-current (Note 11)
Finance lease receivables - non-current (Note 11)
Net defined benefit assets
Long-term prepayments for leases (Note 19)
Other non-current assets (Notes 20 and 36)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 21 and 36)
Short-term bills payable (Note 21)
Contract liabilities - current (Note 26)
Notes payable (Note 22)
Trade payables (Note 22)
Trade payables to related parties (Note 35)
Other payables (Note 23)
Current tax liabilities (Note 28)
Lease liabilities - current (Note 16)
Current portion of long-term borrowings (Notes 21 and 36)
Finance lease payables - current
Other current liabilities (Note 23)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 21 and 36)
Deferred tax liabilities (Note 28)
Lease liabilities - non-current (Note 16)
Finance lease payables - non-current
Net defined benefit liabilities
Other non-current liabilities (Note 23)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25)
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 25)
Total equity
TOTAL
2019 2018
Amount
%
$ 3,705,903
15
667,673
3
186,711
1
2,206,805
9
2,977
-
6,439,550
25
-
-
2,775
-
193,083
1
46,114
-
3,646,984
14
1,385,226
5

29,384

-
18,513,185

73
7,575
-
189,695
1
5,125,312
20
699,679
3
122,492
-
818
-
67,269
-
473,398
2
-
-
26,948
-
919
-
-
-

260,975

1

6,975,080

27
$ 25,488,265
100
$ 1,382,955
6
99,968
1
326,644
1
316,444
1
2,014,619
8
26,141
-
2,850,674
11
547,018
2
83,119
-
6,000
-
-
-

28,501

-

7,682,083

30
-
-
268,813
1
264,496
1
-
-
299,204
2

22,978

-

855,491

4

8,537,574

34

9,150,897

36

109,718

-
2,945,412
11
330,945
1

4,739,831

19

8,016,188

31

(577,494)

(2)

(21,182)

-
16,678,127
65

272,564

1
16,950,691

66
$ 25,488,265
100
Amount
%
$ 2,589,952
11
617,790
2
154,439
1
1,505,913
6
2,887
-
6,161,079
26
2,640
-
-
-
222,129
1
13,349
-
4,199,286
17
1,615,672
7

21,911

-
17,107,047

71
7,315
-
167,260
1
5,478,238
23
-
-
110,776
-
818
-
72,232
-
400,746
2
29,724
-
-
-
2,564
-
381,081
2

239,855

1

6,890,609

29
$ 23,997,656
100
$ 1,731,478
7
119,904
-
360,115
2
131,916
1
2,162,745
9
8,602
-
2,609,886
11
337,835
1
-
-
12,000
-
2,137
-

34,316

-

7,510,934

31
15,000
-
136,123
1
-
-
4,809
-
265,770
1

24,695

-

446,397

2

7,957,331

33

9,150,897

38

93,045

-
2,650,503
11
260,426
1

4,004,182

17

6,915,111

29

(330,945)

(1)

(21,182)

-
15,806,926
66

233,399

1
16,040,325

67
$ 23,997,656
100

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

-101-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Note 26)
OPERATING COSTS
Cost of goods sold (Notes 12, 27 and 35)
GROSS PROFIT
OPERATING EXPENSES (Note 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Total operating expenses
OPERATING INCOME
NON-OPERATING INCOME AND EXPENSES
Other income (Note 27)
Other gains (Notes 19 and 27)
Finance costs (Note 27)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 28)
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 (loss) on investments in equity
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 28)
Total items that will not be reclassified
subsequently to profit or loss
2019
Amount
%
$ 31,266,232
100

21,635,219
69

9,631,013
31
3,967,158
13
1,078,836
4
148,384
-

12,762

-

5,207,140
17

4,423,873
14
110,737
1
60,803
-

(46,879)

-

124,661

1
4,548,534
15

1,093,698

4

3,454,836
11
(36,667)
-
54,764
-

7,671

-

25,768

-
2018






















Amount
%
$ 27,340,587
100

19,086,242
70

8,254,345
30
4,010,005
15
921,459
3
167,794
-

5,251

-

5,104,509
18

3,149,836
12
71,957
-
535,184
2

(80,745)

-

526,396

2
3,676,232
14

707,925

3

2,968,307
11
(6,336)
-
(36,460)
-

11,060

-

(31,736)

-
(Continued)

-102-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to the items that may be
reclassified subsequently to profit or loss
(Note 28)
Total items that may be reclassified
subsequently to profit or loss
Other comprehensive 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 29)
Basic
Diluted
2019
Amount
%
$ (351,999)
(1)

70,042

-

(281,957)
(1)

(256,189)
(1)
$ 3,198,647
10
$ 3,416,097
11

38,739

-
$ 3,454,836
11
$ 3,142,252
10

56,395

-
$ 3,198,647
10
$ 3.76
$ 3.76
2018




















Amount
%
$ (147,177)
(1)

40,164

-

(107,013)
(1)

(138,749)
(1)
$ 2,829,558
10
$ 2,949,089
11

19,218

-
$ 2,968,307
11
$ 2,813,107
10

16,451

-
$ 2,829,558
10
$ 3.25
$ 3.24


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

(Concluded)

-103-

Total Equity $ 15,023,608 43,887 43,887 15,067,495 15,067,495 - - (1,830,179 ) (1,830,179 ) 13,339 13,339 (11,170 ) (11,170 ) (28,718 ) (28,718 ) 2,968,307 (138,749 ) (138,749 ) 2,829,558 2,829,558 - 16,040,325 16,040,325 - - (2,287,724 ) (2,287,724 ) 16,673 16,673 (17,230 ) (17,230 ) 3,454,836 (256,189 ) (256,189 ) 3,198,647 3,198,647 $ 16,950,691 $ 16,950,691
Non-controlling Interests $ 237,868 19,289 257,157 - - - - (11,491 ) (28,718 ) 19,218 (2,767 ) 16,451 - 233,399 - - - - (17,230 ) 38,739 17,656 56,395 $ 272,564
Total 14,785,740 24,598 14,810,338 - - (1,830,179 ) 13,339 321 - 2,949,089 (135,982 ) 2,813,107 - 15,806,926 - - (2,287,724 ) 16,673 - 3,416,097 (273,845 ) 3,142,252 16,678,127
$ $
Treasury Shares $ (21,182 ) - (21,182 ) - - - - - - - - - - (21,182 ) - - - - - - - - $ (21,182 )
Total (260,426 ) 22,584 (237,842 ) - - - - 48,233 - - (141,022 ) (141,022 ) (314 ) (330,945 ) - - - - - - (246,549 ) (246,549 ) (577,494 )
$ $
Other (46,970 ) - (46,970 ) - - - - 46,970 - - - - - - - - - - - - - - -
$ $
Other Equity Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ - 116,974 116,974 - - - - - - - (34,736 ) (34,736 ) (314 ) 81,924 - - - - - - 33,620 33,620 $ 115,544
Equity Attributable to Owners of the Company Exchange Differences on Translating the
Unrealized Gain
Financial
(Loss) on
Statements of
Available-for-
Foreign
sale Financial
Total
Operations
Assets
5,833,327
$ (307,846 )
$ 94,390
2,014
-
(94,390 )
5,835,341
(307,846 )
-
-
-
-
-
-
-
(1,830,179 )
-
-
-
-
-
(44,494 )
1,263
-
-
-
-
2,949,089
-
-
5,040
(106,286 )
-
2,954,129
(106,286 )
-
314
-
-
6,915,111
(412,869 )
-
-
-
-
-
-
-
(2,287,724 )
-
-
-
-
-
-
-
-
3,416,097
-
-
(27,296 )
(280,169 )
-
3,388,801
(280,169 )
-
8,016,188
$ (693,038 )
$ -
$ $
Retained Earnings Unappropriated Special Reserve
Earnings
$ 81,797
$ 3,318,331
-
2,014
81,797
3,320,345
-
(217,304 )
178,629
(178,629 )
-
(1,830,179 )
-
-
-
(44,494 )
-
-
-
2,949,089
-
5,040
-
2,954,129
-
314
260,426
4,004,182
-
(294,909 )
70,519
(70,519 )
-
(2,287,724 )
-
-
-
-
-
3,416,097
-
(27,296 )
-
3,388,801
$ 330,945
$ 4,739,831
Legal Reserve $ 2,433,199 - 2,433,199 217,304 - - - - - - - - - 2,650,503 294,909 - - - - - - - $ 2,945,412
Capital Surplus $ 83,124 - 83,124 - - - 13,339 (3,418 ) - - - - - 93,045 - - - 16,673 - - - - $ 109,718
Ordinary Shares $ 9,150,897 - 9,150,897 - - - - - - - - - - 9,150,897 - - - - - - - - $ 9,150,897
BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Special reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Actual acquisitions of interests in subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2018 Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Decrease in non-controlling interests Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019

-104-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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 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
Loss on disposal of property, plant and equipment
Loss (gain) on disposal of investment properties
Impairment losses recognized on property, plant and equipment
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as fair value through profit or
loss
Notes receivable
Trade receivables
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
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost

Refund of financial assets at amortized cost
Payments for property, plant and equipment
2019
$ 4,548,534

574,798
54,237
12,762
(7,812)
46,879
(74,819)
(11,231)
37,346
4,268
-
(19)
(42,330)
(204)
(418,070)

30,739
490,995
185,019
(7,472)
1,645
(21,368)
196,093
(121,831)
17,540
298,026
(5,242)
(3,124)

5,785,359
72,781
(50,799)
(780,867)

5,026,474

-
(3,588,919)

2,879,221
(405,804)
2018
$ 3,676,232
473,373
53,528
5,251
(22,339)
80,745
(39,917)
(10,584)
8,243
(369,427)
18,035
-
(561,425)
1,920
(1,134,594)
(62,972)
326,026
38,204
454
(1,134)
154,687
34,401
666,896
5,332
234,594
(146,238)

(113,121)
3,316,170
36,998
(78,814)

(635,107)

2,639,247
2,621
(1,512,643)
820,126
(386,244)
(Continued)

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STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment

Proceeds from disposal of investment properties
Payments for intangible assets
Increase in finance lease receivables
Decrease in finance lease receivables
Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Decrease in other non-current assets
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in short-term bills payable
Decrease in short-term bills payable
Payments for long-term borrowings
Increase in finance lease payables
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

Acquisition of subsidiaries

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
2019
$ 20,095

-
(7,564)
-
2,640
(13,000)
-
-
2,296
11,006

(1,100,029)

(301,316)
-
(19,936)
(21,000)
-
(73,714)
705
-
(1,757)
(2,288,281)

-

(2,705,299)

(105,195)

1,115,951
2,589,952

$ 3,705,903
2018
$ 13,913
495,580
(5,572)
(36,290)
38,701
-
21,101
(22,340)
-

10,584

(560,463)
(555,347)
19,951
-
(12,000)
4,067
-
-
(28,458)
(687)
(1,845,558)

(59,682)
(2,477,714)

(163,800)
(562,730)

3,152,682
$ 2,589,952

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

(Concluded)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

STANDARD FOODS CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

Standard Foods Corporation (the “Company”) was incorporated on June 6, 1986. The Company mainly manufactures and sells nutritious foods, edible oils, dairy products and beverages.

The Company’s shares have been listed on the Taiwan Stock Exchange since April 1994.

The consolidated financial statements of the Company and its subsidiaries, collectively referred to as the “Group”, are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 18, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:

1) IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not be reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

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The Group as lessee

The Group recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables were recognized on the consolidated balance sheets for contracts classified as finance leases.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at either amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.

For as an operating lease under IAS 17, a lease liability measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Part of right-of-use assets are presented as prepaid lease or lease payments. The Company applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients:

  • a) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • b) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • c) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • d) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The lessee’s weighted incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.07%-12.04%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Undiscounted amounts on January 1, 2019

Discounted amounts using the incremental borrowing rate on January 1, 2019

Add: Finance lease liabilities on December 31, 2018

Lease liabilities recognized on January 1, 2019
$ 155,631
(21,890)
$ 133,741
$ 132,164
6,946
$ 139,110

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The Group as lessor

The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

Adjustments Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
Finance lease receivables - current $
-
$
2,640
$ 2,640
Lease receivables - non-current 29,724 (29,724) -
Finance lease receivables - non-current - 29,724 29,724
Lease receivables - current 2,640 (2,640) -
Property, plant and equipment 5,889 (5,889) -
Prepayments for leases - non-current 381,081 (381,081) -
Right-of-use assets - 519,134 519,134
Total effect on assets $ 419,334 $ 132,164 $ 551,498
Lease liabilities $
-
$ 139,110 $ 139,110
Finance lease payables - current 2,137 (2,137) -
Finance lease payables - non-current 4,809 (4,809) -
Total effect on liabilities $
6,946
$ 132,164 $ 139,110

The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group applied the above amendments prospectively.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020

Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 2)

  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

-109-

1) Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

  • 2) Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2022
  • Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

Except for the above impact, as of the date the financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

-110-

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within twelve months after the reporting period; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

-111-

Refer to Note 14, Tables 7 and 8 for the detailed information on subsidiaries (including the percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the group entities (including subsidiaries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

f. Inventories

Inventories consist of raw materials, work in progress, finished goods and merchandise and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

g. Property, plant and equipment

Property, plant and equipment (including assets held under finance leases) are stated at cost, less recognized accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

-112-

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • i. Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal, and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

j. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

-113-

3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

k. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

l. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

-114-

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 34.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables, investments in debt instruments, other receivables and other financial assets that measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

-115-

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) and finance lease receivables.

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables and finance lease receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

-116-

The repurchase of the Group’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

m. Revenue recognition

The Group identifies contracts with customers and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Group transfers a promised good to a customer and the date on which the customer pays for that good is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

  • Revenue from the sale of goods

Revenue from the sale of goods comes from sales of nutritious foods, cooking products, electronic goods and cosmetics. Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables and contract assets are recognized concurrently. Any amounts previously recognized as contract assets are reclassified to trade receivables when the remaining obligations are performed. When the customer initially purchases the goods, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

  • n. Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Under finance leases, the lease payments comprise fixed payments, residual value guarantees. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

-117-

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and in-substance fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Group as lessor

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

2) The Group as lessee

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheets as a finance lease obligation.

Finance expenses implicit in lease payments for each period are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets; in which case, they are capitalized.

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

o. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

-118-

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

p. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to the grants and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

q. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined contribution retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, effect of changes to asset ceiling and return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

3) Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.

-119-

r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused tax credits for research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current tax and deferred taxes for the year

Current tax and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant which related to information that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

-120-

Write-down of Inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand
Checking accounts and demand deposits
Cash equivalents (investments with original maturities of less than 3
months)
Time deposits
Repurchase agreements collateralized by bonds
**December 31 ** **December 31 **


2019
$ 2,940

3,198,093
184,478
320,392

$ 3,705,903
2018
$ 2,757
2,096,223
490,972

-
$ 2,589,952

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Bank deposits
Repurchase agreements collateralized by bonds
December 31
2019
2018
0.001%-3.220%
0.001%-3.600%
0.550%-0.560%
-

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted shares
December 31 December 31

2019
$ 667,673

$ 7,575
2018
$ 617,790
$ 7,315

-121-

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Current
Investments in equity instruments at FVTOCI
Non-current
Investments in equity instruments at FVTOCI
a. Investments in equity instruments at FVTOCI
Current
Listed shares and emerging market shares
Ordinary shares - Far Eastern International Bank
Ordinary shares - Chunghwa Telecom Co., Ltd
Ordinary shares - Formosa Plastics Corporation
Ordinary shares - China Steel Corporation
Ordinary shares - Polytronics Technology Corp.
Ordinary shares - Taiwan Semiconductor Manufacturing Co.,
Ltd.
Non-current
Listed shares and emerging market shares
Ordinary shares - GeneFerm Biotechnology Co., Ltd.
Unlisted shares
Ordinary shares - Dah Chung Bills Finance Corp.
Ordinary shares - InnoComm Mobile Technology Corp.
Ordinary shares - AsiaVest Liquidation Co.
December 31 December 31

2019
2018
$ 186,711
$ 154,439
$ 189,695
$ 167,260
**December 31 **





2019
$ 16,479

5,346
9,126
19,198
106,772

29,790

$ 186,711

$ 65,640

15,702
107,424

929

$ 189,695
2018
$ 13,434
5,492
9,236
19,479
86,503
20,295
$ 154,439
$ 90,095
12,805
63,360
1,000
$ 167,260

These investments in the Group are not held for trading. Instead, they are held for medium-to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

In January 2018, the Group sold its shares in Company F in order to manage credit concentration risk. The shares sold had a fair value of $798 thousand and its related unrealized valuation gain of $578 thousand was transferred from other equity to retained earnings.

Dividends of $11,231 thousand and $10,584 thousand were recognized during 2019 and 2018, respectively.

-122-

9. FINANCIAL ASSETS AT AMORTIZED COST - 2019 AND 2018

Current
Time deposits with original maturities of more than 3 months
December 31 December 31
2019
$ 2,206,805
2018
$ 1,505,913

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.65%-2.85% and 0.79%-3.20% per annum as of December 31, 2019 and 2018, respectively.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Operating
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Accrued interest
Payments on behalf of others
Others
**December 31 ** **December 31 **






2019
$ 2,977

$ 6,460,483

(20,933)

$ 6,439,550

$ 8,912

595
183,576

$ 193,083
2018
$ 2,887
$ 6,169,871

(8,792)
$ 6,161,079
$ 6,767
491

214,871
$ 222,129

The average credit period of receivables from sales of goods was 30-90 days. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

-123-

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2019

Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2018
Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECLs)

Amortized cost
Not Past Due
0.01%
$ 6,340,444


(733)

$ 6,339,712

Not Past Due
0.00%
$ 5,637,795


(45)

$ 5,637,750
Less than 30
Days
1.68%
$ 54,029


(906)

$ 53,124

Less than 30
Days
0.10%
$ 319,103


(325)

$ 318,778
31 to 90 Days
91 to 180 Days
Over 180 Days
3.36%
38.44%
61.05%
$ 36,932
$ 6,717
$ 25,338


(1,242)

(2,582)

(15,470)

$ 35,689
$ 4,135
$ 9,867

31 to 90 Days
91 to 180 Days
Over 180 Days
0.14%
2.37%
100.00%
$ 192,296
$ 15,789
$ 7,775


(273)

(374)

(7,775)

$ 192,023
$ 15,415
$ -
Total
$ 6,463,460

(20,933)
$ 6,442,527
Total
$ 6,172,758

(8,792)
$ 6,163,966

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Add: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange translation gains and losses
Balance at December 31
For the Year Ended December 31
2019
2018
$ 8,792
$ 5,392
12,762
5,251
-
(1,733)

(621)

(118)
$ 20,933
$ 8,792
For the Year Ended December 31
2019
2018
$ 8,792
$ 5,392
12,762
5,251
-
(1,733)

(621)

(118)
$ 20,933
$ 8,792
For the Year Ended December 31
2019
2018
$ 8,792
$ 5,392
12,762
5,251
-
(1,733)

(621)

(118)
$ 20,933
$ 8,792
2019
$ 8,792

12,762
-

(621)

$ 20,933
2018
$ 5,392
5,251
(1,733)

(118)
$ 8,792

11. FINANCE LEASE RECEIVABLES

2019

December 31, December 31,
2019
Undiscounted lease payments
Year 1 $
4,200
Year 2 4,200
Year 3 4,700
Year 4 4,800
Year 5 4,800
Year 6 onwards 13,400
Less: Unearned finance income (6,377)
Net investment in leases presented as finance lease receivables $ 29,723

-124-

2018

December 31, December 31,
2018
Gross investments in leases
Not later than 1 year $
4,200
Later than 1 year and not later than 5 years 17,900
Later than 5 years 18,200
40,300
Less: Unearned finance income (7,936)
Present value of minimum lease payments $ 32,364
Lease receivables
Not later than 1 year $
2,640
Later than 1 year and not later than 5 years 13,133
Later than 5 years 16,591
Lease receivables $ 32,364

The Group entered into finance lease arrangements for biological assets with annual fixed lease payments of $350 thousand. All leases were denominated in New Taiwan dollars. The term of finance leases entered into was 10 years.

The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The average effective interest rates contracted were approximately 5.01% as of December 31, 2019 and 2018.

As of December 31, 2019, no finance lease receivable was past due. The Group has not recognized a loss allowance for finance lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate, together with the value of collateral held over these finance lease receivables.

12. INVENTORIES

Merchandise
Finished goods
Work in progress
Raw materials
Packing materials
**December 31 ** **December 31 **


2019
$ 578,324

1,544,663
344,702
1,111,234
68,061

$ 3,646,984
2018
$ 589,695
1,679,573
402,693
1,442,850

84,475
$ 4,199,286

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2019 included loss on write-down of inventories of $2,307 thousand and loss on abandoned inventories of $46,508 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2018 included reversals of inventory write-downs of $4,047 thousand and loss on abandoned inventories of $59,736 thousand.

-125-

13. PREPAYMENTS

Prepayments for purchases
Prepayments for rent
Prepayments for insurance
Excess business tax paid
Prepayments for advertisements
Others
December 31 December 31


2019
$ 884,193

6,215
1,139
255,952
13,578
224,149

$ 1,385,226
2018
$ 966,879
8,673
14,632
252,592
241,060

131,836
$ 1,615,672

14. SUBSIDIARIES

Subsidiaries included in consolidated financial statements.

Investor
Investee
Main Business
The Company
Standard Dairy Products Taiwan
Limited (“Standard Dairy
Products”)
Manufacture and sale of dairy
products and beverages
The Company
Charng Hui Ltd. (“Charng Hui”)
Investing
The Company
Domex Technology Corporation
(“Domex Technology”)
Manufacture and sale of
computer peripherals and
computer appliances
The Company
Standard Beverage Company
Limited (“Standard Beverage”)
Manufacture and sale of
beverages
The Company
Accession Limited
Investing
The Company
Standard Investment (“Cayman”)
Limited (“Cayman Standard”)
Investing
The Company
Le Bonta Wellness International
Corporation (“Le Bonta
Wellness”)
Sale of health food
Accession Limited
Shanghai Standard Foods Co.,
Ltd. (“Shanghai Standard”)
Manufacture and sale of edible
oils and nutritious foods
Accession Limited
Shanghai Le Ben De Health
Technology Co., Ltd.
(“Shanghai Le Ben De”)
Technical consultant on health
technology, technical
transfer and technical
service
Accession Limited
Dermalab S.A. (“Dermalab”)
Development and sale of
cosmetics
Dermalab
Swissdema SL (“Swissdema”)
Sale of cosmetics
Cayman Standard
Standard Corporation (Hong
Kong) Limited (“Hong Kong
Standard”)
Investing
Hong Kong Standard
Standard Investment (China) Co.,
Ltd. (“China Standard
Investment”)
Investing and sale of edible
oils and nutritious foods
Hong Kong Standard
Shanghai Le Ming Industrial Co.,
Ltd. (“Shanghai Le Ming”)
Management of properties
Hong Kong Standard
Shanghai Le Ho Industrial Co.,
Ltd. (“Shanghai Le Ho”)
Management of properties
China Standard
Investment
Standard Foods (China) Co., Ltd.
(“China Standard Foods”)
Manufacture and sale of edible
oils and nutritious foods
China Standard
Investment
Shanghai Dermalab Corporation
(“Shanghai Dermalab”)
Sale of nutritional foods,
cosmetic and engage in
import and export business
The Company and
China Standard
Investment
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
(“Shanghai Le Ben Tuo”)
Sale of nutritional foods and
engage in import and export
business
China Standard
Investment
Standard Foods (Xiamen) Co.,
Ltd. (“Xiamen Standard")
Manufacture and sale of edible
oils and nutritious foods
Proportion of Ownership
December 31
2019
2018
Remark
100.0
100.0
-
100.0
100.0
-
52.0
52.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
In September 2018, the Company
invested RMB437 thousand in
Cayman Standard.
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
In May 2018, Accession Limited bought
20% equity from non-controlling
interests, and the Company’s
percentage of shareholding increased
from 80% to 100%, refer to Note 31.
100.0
100.0
-
100.0
100.0
In September 2018, Cayman Standard
invested RMB259 thousand in Hong
Kong Standard.
99.0
99.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-

-126-

15. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance at January 1, 2018

Additions
Disposals
Reclassified
Effects of foreign currency exchange differences

Balance at December 31, 2018

Accumulated depreciation and impairment
Balance at January 1, 2018

Disposals
Depreciation expenses
Impairment losses recognized
Effects of foreign currency exchange differences

Balance at December 31, 2018

Carrying amount at December 31, 2018

Cost
Balance at January 1, 2019

Adjustments on initial application of IFRS 16

Balance at January 1, 2019 (restated)
Additions
Disposals
Reclassified
Transfers to investment properties
Effects of foreign currency exchange differences

Balance at December 31, 2019

Accumulated depreciation and impairment
Balance at January 1, 2019

Adjustments on initial application of IFRS 16

Balance at January 1, 2019 (restated)
Disposals
Depreciation expenses
Transfers to investment properties
Effects of foreign currency exchange differences

Balance at December 31, 2019

Carrying amount at December 31, 2019
Freehold Land
$ 702,405

-
-
-

-

$ 702,405

$ -

-
-
-

-

$ -

$ 702,405

$ 702,405


-

702,405
-
-
-
-

-

$ 702,405

$ -


-

-
-
-
-

-

$ -

$ 702,405
Buildings
$ 3,378,166

-
(40,088 )
149,726

(40,616)

$ 3,447,188

$ 1,126,492

(39,513 )
148,160
7,288

(8,185)

$ 1,234,242

$ 2,212,946

$ 3,447,188


-

3,447,188
-
(49,378 )
871,706
(129,033 )

(62,333)

$ 4,078,150

$ 1,234,242


-

1,234,242
(35,189 )
169,112
(115,644 )

17,158

$ 1,269,679

$ 2,808,471
Equipment
$ 4,017,731

1,657
(99,012 )
320,982

(88,150)

$ 4,153,208

$ 2,562,300

(80,695 )
267,506
10,747

(11,178)

$ 2,748,680

$ 1,404,528

$ 4,153,208


-

4,153,208
846
(315,990 )
279,875
-

(48,741)

$ 4,069,198

$ 2,748,680


-

2,748,680
(277,760 )
279,868
-

(20,571)

$ 2,730,217

$ 1,338,981
Other
Equipment
$ 555,165

1,738
15,617
38,504

(366)

$ 610,658

$ 400,639

18,882
55,387
-

(2,895)

$ 472,013

$ 138,645

$ 610,658


(9,752)

600,906
2,429
(53,531 )
124,342

-

(112,208)

$ 561,938

$ 472,013


(3,863)

468,150
(48,675 )
46,359
-

(40,463)

$ 425,371

$ 136,567
Property in
Construction
$ 1,112,048

382,849
-
(523,543 )

48,360

$ 1,019,714

$ -

-
-
-

-

$ -

$ 1,019,714

$ 1,019,714


-

1,019,714
402,529
(166 )
(1,275,904 )

(7,285)

$ 138,888

$ -


-

-
-
-
-

-

$ -

$ 138,888
Total
$ 9,765,515
386,244
(123,483 )
(14,331 )

(80,772)
$ 9,933,173
$ 4,089,431
(101,326 )
471,053
18,035

(22,258)
$ 4,454,935
$ 5,478,238
$ 9,933,173

(9,752)
9,923,421
405,804
(419,065 )
19
(129,033 )

(230,567)
$ 9,550,579
$ 4,454,935

(3,863)
4,451,072
(361,624 )
495,339
(115,644 )

(43,876)
$ 4,425,267
$ 5,125,312

No impairment assessment was performed for the year ended December 31, 2019 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a straight-line basis over the following estimated useful lives of the assets:

Building
Main buildings 20-51 years
Electrical and mechanical equipment 8-20 years
Engineering 3-39 years
Others 3-20 years
Equipment
Main equipment 2-20 years
Engineering 3-20 years
Others 3-15 years
Other equipment 2-15 years

Refer to Note 36 for the carrying amount of property, plant and equipment pledged by the Group to secure borrowings granted to the Group.

-127-

16. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
December 31, December 31,
2019
Carrying amounts
Land $ 404,964
Buildings 286,147
Office equipment 390
Transportation equipment 8,178
$ 699,679
For the Year
Ended
December 31,
2019
Additions to right-of-use assets $ 176,972
Depreciation charge for right-of-use assets
Land $
12,381
Buildings 61,539
Office equipment 29
Transportation equipment 2,975
$
76,924
Lease liabilities - 2019
December 31,
2019
Carrying amounts
Current $
83,119
Non-current $ 264,496
Range of discount rate for lease liabilities was as follows:
December 31,
2019
Land 1.07%-1.49%
Buildings 1.07%-4.35%
Office equipment 1.07%
Transportation equipment 1.07%-12.04%

b. Lease liabilities - 2019

-128-

c. Material lease-in activities and terms

The Group also leases land, buildings and transportation equipment for the use of plants, offices and business cars with lease terms of 1 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

d. Other lease information

Lease arrangements under operating leases for leasing out the investment properties are set out in Note 17. Lease arrangements for leasing out the assets under finance leases are set out in Note 11.

2019

For the Year For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $
96,334
Expenses relating to low-value asset leases $
881
Expenses relating to variable lease payments not included in the
measurement of lease liabilities $
-
Total cash outflow for leases $ (178,717)

The Group leases certain office equipment which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31, December 31,
2018
Not later than 1 year $ 55,887
Later than 1 year and not later than 5 years 99,744
$ 155,631

The lease payments and sublease payments recognized in profit or loss were as follows:

For the Year
Ended
December 31,
2018
Minimum lease payments $ 131,944

-129-

17. INVESTMENT PROPERTIES

Completed
Investment
Properties
Right-of-use
Assets
Cost
Balance at January 1, 2018
$ 298,579
$ -

Disposals
(141,270)

-

Balance at December 31, 2018
$ 157,309
$ -

Accumulated depreciation and impairment
Balance at January 1, 2018
$ 59,330
$ -

Depreciation expenses
2,320
-
Disposals

(15,117)

-

Balance at December 31, 2018
$ 46,533
$ -

Carrying amount at December 31, 2018
$ 110,776
$ -

Cost
Balance at January 1, 2019
$ 157,309
$ -

Transfers from right-of-use assets
-
5,898
Transfers from property, plant and equipment
129,033
-
Disposals
(41,592)
-
Effects of foreign currency exchange differences
(3,039)

(350)

Balance at December 31, 2019
$ 241,711
$ 5,548

Accumulated depreciation and impairment
Balance at January 1, 2019
$ 46,533
$ -

Depreciation expenses
2,310
225
Disposals
(37,324)
-
Transfers from right-of-use assets
-
123
Transfers from property, plant and equipment
115,644
-
Effects of foreign currency exchange differences
(2,729)

(15)

Balance at December 31, 2019
$ 124,434
$ 333

Carrying amount at December 31, 2019
$ 117,277
$ 5,215
Total
$ 298,579
(141,270)
$ 157,309
$ 59,330
2,320
(15,117)
$ 46,533
$ 110,776
$ 157,309
5,898
129,033
(41,592)
(3,389)
$ 247,259
$ 46,533
2,535
(37,324)
123
115,644
(2,744)
$ 124,767
$ 122,492

The investment properties held by the Group are depreciated using the straight-line method over the following estimated useful lives:

Building
Main buildings 35-51 years
Electrical and mechanical equipment 24-25 years
Engineering 28 years
Right-of-use assets 49 years
Others 24 years

-130-

The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2019 was as follows:

December 31,
2019
Year 1 $ 29,280
Year 2
15,769
$ 45,049

The future minimum lease payments of non-cancellable operating lease commitments as of December 31, 2018 are as follows:

December 31,
2018
Not later than 1 year $ 18,986
Later than 1 year and not later than 5 years
18,943
$ 37,929
The investment properties held by the Group are depreciated using the straight-line method over the
following estimated useful lives:
Building
Main buildings 35-51 years
Electrical and mechanical equipment 24-25 years
Engineering 28 years
Right-of-use assets 49 years
Others 24 years

The fair values of the investment properties were $212,653 thousand and $214,323 thousand as of December 31, 2019 and 2018, respectively. The management of the Group determined the fair value with reference to market transaction prices of similar properties.

On May 8, 2018, the Company entered into a property sale agreement with Pei Chen Co., Ltd. for a property located in Wugu District, New Taipei City. The selling price was $508,620 thousand (which included business tax), and the gain on disposal of property was $369,427 thousand (which was included in the statements of comprehensive income under other gains and losses). The transaction was accomplished at the third quarter of September 2018.

All of the Group’s investment properties are held under freehold interests. The carrying amounts of investment properties pledged by the Group to secure borrowings granted to the Group are disclosed in Note 36.

-131-

18. OTHER INTANGIBLE ASSETS

Trademark
Cost
Balance at January 1, 2018
$ 91,195

Additions
-
Effects of foreign currency exchange differences

115,844

Balance at December 31, 2018
$ 207,039

Accumulated amortization and impairment
Balance at January 1, 2018
$ 17,531

Amortization expenses
5,048
Effects of foreign currency exchange differences

114,690

Balance at December 31, 2018
$ 137,269

Carrying amount at December 31, 2018
$ 69,770

Cost
Balance at January 1, 2019
$ 207,039

Additions
-
Transfers from prepayments
34
Effects of foreign currency exchange differences

20,187

Balance at December 31, 2019
$ 227,260

Accumulated amortization and impairment
Balance at January 1, 2019
$ 137,269

Amortization expenses
5,081
Effects of foreign currency exchange differences

21,092

Balance at December 31, 2019
$ 163,442

Carrying amount at December 31, 2019
$ 63,818
Computer
Software
$ 228,195

5,572

(498)

$ 233,269

$ 224,610

6,684

(487)

$ 230,807

$ 2,462

$ 233,269

7,564
-

(1,120)

$ 239,713

$ 230,807

6,551

(1,096)

$ 236,262

$ 3,451
Total
$ 319,390
5,572

115,346
$ 440,308
$ 242,141
11,732
114,203
$ 368,076
$ 72,232
$ 440,308
7,564
34

19,067
$ 466,973
$ 368,076
11,632

19,996
$ 399,704
$ 67,269

The above items of other intangible assets are amortized on a straight-line basis over the following estimated lives:

Trademark 10-20 years Computer software 2-3 years

19. LONG-TERM PREPAYMENTS FOR LEASES

The long-term prepayments for leases are land use rights located in mainland China. As of December 31, 2018, long-term prepayments for leases amounted to $381,081 thousand.

-132-

20. OTHER ASSETS

Current
Pledge time deposits (Note 36)
Advances to officers
Temporary payments
Others
Non-current
Prepayments for equipment
Refundable deposits
Pledge time deposits (Note 36)
Others
December 31 December 31





2019
$ 4,013

15,570
9,683

118

$ 29,384

$ 6,984

53,615
85,950

114,426

$ 260,975
2018
$ 1,010
20,901
-

-
$ 21,911
$ 31,565
41,720
89,506
77,064
$ 239,855

21. BORROWINGS

  • a. Short-term borrowings
Secured borrowings (Note 36)
Bank loans
Unsecured borrowings
Bank loans
December 31 December 31


2019
$ 150,000

1,232,955

$ 1,382,955
2018
$ 90,000
1,641,478
$ 1,731,478

The range of interest rates on bank loans was 1.05%-4.35% and 1.05%-4.35% per annum as of December 31, 2019 and 2018, respectively.

b. Short-term bills payable

Commercial paper
Less: Unamortized discount on bills payable
December 31 December 31


2019
$ 100,000


(32)

$ 99,968
2018
$ 120,000

(96)
$ 119,904

-133-

Outstanding short-term bills payable were as follows:

December 31, 2019

Financial
Institutions
Commercial paper
Mega Bills Finance
Co., Ltd.

International Bills
Finance Corp.


December 31, 2018
Financial
Institutions
Commercial paper
Mega Bills Finance
Co., Ltd.

International Bills
Finance Corp.
Taiwan Bills
Finance Corp.

Nominal
Amount
$ 50,000


50,000

$ 100,000

Nominal
Amount
$ 50,000

50,000

20,000

$ 120,000
Discount
Amount
$ (3)


(29)

$ (32)

Discount
Amount
$ (13)

(63)

(20)

$ (96)
Carrying
Amount
Interest
Rate
Collateral
$ 49,997
1.36%
-


49,971
1.34%
-

$ 99,968

Carrying
Amount
Interest
Rate
Collateral
$ 49,987
1.34%
-

49,937
1.34%
-

19,980
1.34%
-

$ 119,904
Carrying
Amount of
Collateral
$ -

-
$ -
Carrying
Amount of
Collateral
$ -
-

-
$ -

c. Long-term borrowings

Secured borrowings (Note 36)
Bank loans*
Less: Current portions
Long-term borrowings
December 31


2019
$ 6,000


(6,000)

$ -
2018
$ 27,000
(12,000)
$ 15,000
  • As of December 31, 2019, the interest rate of the bank borrowings secured by the Group’s equipment (see Note 36) was 1.91% per annum. The bank borrowings will be repayable quarterly from March 2018 to March 2021.

-134-

22. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating
Trade payables
Operating
December 31 December 31

2019
$ 316,444

$ 2,014,619
2018
$ 131,916
$ 2,162,745

The average credit period of payables for purchases of goods was 30-90 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

23. OTHER LIABILITIES

Current
Other payables
Payable for salaries or bonuses
Payable for compensation of employees
Payable for remuneration to directors
Payable for commission and rebates
Advertisement payable
Payable for royalties
Payable for freight
Payable for equipment
Others
Other liabilities
Advance receipts from customers
Refund liability
Others
Non-current
Other liabilities
Guarantee deposits
Others
December 31 December 31








2019
$ 306,728

52,013
25,073
963,712
199,232
25,668
100,658
113,698
1,063,892

$ 2,850,674

$ 1,337

13,055
14,109

$ 28,501

$ 20,044

2,934

$ 22,978
2018
$ 282,514
31,723
20,960
840,152
285,122
23,806
101,140
158,266

866,203
$ 2,609,886
$ 1,147
15,231

17,938
$ 34,316
$ 19,961

4,734
$ 24,695

-135-

24. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company and domestic subsidiaries of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The foreign subsidiaries also make contributions to defined contribution plan in accordance with the local regulations.

b. Defined benefit plans

The defined benefit plan of the Company and domestic subsidiaries of the Group are operated by the government of the Republic of China (“ROC”) in accordance with the Labor Standards Law. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company and domestic subsidiaries of the Group make monthly contributions to their respective pension funds administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

Dermalab of the Group also adopted a defined benefit plan.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

December 31
2019
2018
Present value of funded defined benefit obligation
$ 719,306
$ 700,665
Fair value of plan assets
(421,021)
(437,458)
Net defined benefit liabilities
$ 298,285
$ 263,207
Movements in net defined benefit liabilities (assets) were as follows:
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Net Defined
Benefit
Liabilities
(Assets)
Balance at January 1, 2018
$ 705,155
$ (334,366)
$ 370,789
Service cost
Current service cost
10,904
-
10,904
Past service cost and loss on settlements
1,305
-
1,305
Net interest expense (income)

7,901

(3,789)

4,112
Recognized in profit or loss

20,110

(3,789)

16,321
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(6,758)
(6,758)
(Continued)
December 31

-136-

Present Value Present Value Net Defined Net Defined
of the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Actuarial loss - changes in demographic
assumptions $
4,531
$
-
$
4,531
Actuarial gain - changes in financial
assumptions (1,022) - (1,022)
Actuarial loss - experience adjustments 9,586 - 9,586
Recognized in other comprehensive income 13,095 (6,758) 6,337
Contributions from the employer - (130,576) (130,576)
Contributions from plan participants 2,475 (2,475) -
Benefits paid (41,468) 41,468 -
Exchange differences 1,298 (962) 336
Balance at December 31, 2018 700,665 (437,458) 263,207
Service cost
Current service cost 9,845 - 9,845
Net interest expense (income) 7,701 (4,918) 2,783
Recognized in profit or loss 17,546 (4,918) 12,628
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (14,227) (14,227)
Actuarial loss - changes in demographic
assumptions 4,877 - 4,877
Actuarial gain - changes in financial
assumptions 30,164 - 30,164
Actuarial loss - experience adjustments 15,853 - 15,853
Recognized in other comprehensive income 50,894 (14,227) 36,667
Contributions from the employer - (14,102) (14,102)
Contributions from plan participants 2,279 (2,279) -
Benefits paid (41,409) 41,409 -
Exchange differences (479) 364 (115)
Others (10,190) 10,190 -
Balance at December 31, 2019 $ 719,306 $ (421,021) $ 298,285
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

-137-

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates
Expected rates of salary increase
December 31
2019
2018
0.300%-0.800%
0.875%-1.250%
0.500%-3.000%
0.500%-3.000%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rates
0.250% increase
0.250% decrease
Expected rates of salary increase
0.250% increase
0.250% decrease
December 31



2019
$ (21,945)

$ 22,800

$ 20,102

$ (19,758)
2018
$ (21,406)
$ 22,249
$ 19,815
$ (19,341)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2019
2018
$ 22,248
$ 33,078
19-16.5 years
2.8-15.1 years

25. EQUITY

  • a. Share capital

  • 1) Ordinary shares

Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31 December 31



2019
920,000

$ 9,200,000

915,089

$ 9,150,897
2018

920,000
$ 9,200,000

915,089
$ 9,150,897

2) Global depositary receipts

As of December 31, 2019, a total of 6,908.4 units of Global Depositary Receipts (GDRs) (representing 34,542 shares of the Company’s ordinary shares), where each GDR representing five shares of the Company’s ordinary shares, were traded on the Euro MTF Market of the Luxembourg Stock Exchange. Holders of the GDRs may request at any time that the shares represented by the GDRs be transferred to them.

-138-

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Recognized from the difference between consideration received
or paid and the carrying amount of the subsidiaries’ net assets
during actual disposal or acquisition
May be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Recognized from treasury share transactions
December 31 December 31


2019
$ 1

466

109,251

$ 109,718
2018
$ 1
466
92,578
$ 93,045
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):

  • 1) 10% thereof as legal reserve;

  • 2) Special reserve provided or reversed in accordance with the regulations;

  • 3) 30% to 100% of this the sum of the remainder and prior years’ unappropriated earnings as dividends.

The Company’s Articles of Incorporation also prescribe that 30% to 100%of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company’s board of directors and resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of the compensation of employees and remuneration of directors after amendment, refer to Note 27(h) “employees’ compensation and remuneration of directors”.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

-139-

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Company.

The appropriations of earnings 2018 and 2017 approved in the shareholders’ meetings on June 13, 2019 and June 15, 2018, respectively, were as follows:

Legal reserve
Special reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings
For the Year Ended December 31
2018
2017
$ 294,909
$ 217,304
70,519
178,629
2,287,724
1,830,179
2.5
2.0

The appropriations of earnings for 2019 had been proposed by the Company’s board of directors on March 18, 2020. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 341,610
Special reserve 246,549
Cash dividends 2,424,987 $ 2.65

The appropriations of earnings for 2019 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2020.

d. Special reserve

Beginning at January 1
Appropriation in respect of:
Debit to other equity items
Balance at December 31
For the Year Ended For the Year Ended December 31


2019
$ 260,426

70,519

$ 330,945
2018
$ 81,797
178,629
$ 260,426

Appropriation for special reserve should be made in the amount equal to the net debit balance of other equity. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

-140-

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations
Balance at January 1
Effect of change in tax rate
Recognized for the year
Exchange differences on translating the financial
statements of foreign operations
Other comprehensive income recognized for the year
Acquisition of further interests in subsidiaries
Balance at December 31
For the Year Ended For the Year Ended December 31




2019
$ (412,869)

-
(280,169)

(280,169)

-

$ (693,038)
2018
$ (307,846)
11,127
(117,413)
(106,286)
1,263
$ (412,869)

2) Unrealized gain (loss) on financial assets at FVTOCI

For the Year Ended December 31
2019
2018
Balance at January 1
$ 81,924
$ 116,974
Recognized for the year
Unrealized gain (loss) - equity instruments

33,620

(34,736)
Other comprehensive income recognized for the year

33,620

(34,736)
Cumulative unrealized gain (loss) of equity instruments
transferred to retained earnings due to disposal

-

(314)
Balance at December 31
$ 115,544
$ 81,924
3) Other equity items - other (recognized from put option of equity instruments from disposal of
subsidiaries)
For the Year Ended December 31
2019
2018
Balance at January 1
$ -
$ (46,970)
Exercised the put option of equity instruments from disposal
of subsidiaries

-

46,970
Balance at December 31
$ -
$ -
f. Non-controlling interests
For the Year Ended December 31
2019
2018
Balance at January 1
$ 233,399
$ 257,157
Share in profit for the year
38,739
19,218
Other comprehensive income (loss) during the year
Effect of change in tax rate
-
89
Exchange difference on translating the financial statements of
foreign operations
(1,788)
(728)
Unrealized gain (loss) on financial assets at FVTOCI
21,147
(1,641)
(Continued)
For the Year Ended December 31
2019
2018
$ -
$ (46,970)

-

46,970
$ -
$ -
For the Year Ended December 31
2019
2018
$ 233,399
$ 257,157
38,739
19,218
-
89
(1,788)
(728)
21,147
(1,641)
(Continued)

-141-

Remeasurement on defined benefit plans
Related income tax
Acquisition of non-controlling interests in subsidiaries
Cash dividends distributed by subsidiaries to non-controlling
interests
Balance at December 31
For the Year Ended For the Year Ended December 31


2019
$ (2,129)

426
-

(17,230)

$ 272,564
2018
$ (609)
122
(11,491)
(28,718)
$ 233,399
(Concluded)
  • g. Treasury shares
Shares Held by
Subsidiaries (In
Thousands of
Purpose of Buy-back Shares)
Number of shares at January 1, 2019
6,669
Number of shares at December 31, 2019
6,669
Number of shares at January 1, 2018
6,669
Number of shares at December 31, 2018
6,669

For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
December 31, 2019
Chang Hui
6,669

December 31, 2018
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 464,195
$ 21,182
$ 331,473

The Company’s shares held by subsidiaries were treated as treasury shares, aside from the rights to participate in any share issuance for cash and to vote, the rest were similar to general shareholder’s rights.

26. REVENUE

Revenue from contracts with customers
Revenue from sale of goods
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ 31,266,232
2018
$ 27,340,587

-142-

a. Contract balances

Notes receivable (Note 10)
Trade receivables (Note 10)
Contract liabilities - current
Sale of goods
Disaggregation of revenue
For the year ended
December 31, 2019
Types of goods or services
Sale of goods
For the year ended
December 31, 2018
Types of goods or services
Sale of goods
December 31,
2019
December 31,
2018
January 1, 2018
$ 2,977
$ 2,887
$ 4,846
$ 6,439,550
$ 6,161,079
$ 5,079,140
$ 326,644
$ 360,115
$ 210,540
Reportable Segments
Nutritious
Foods
Cooking
Products
Others
Total
$ 11,984,151
$ 15,551,432
$ 3,730,649
$ 31,266,232
$ 10,929,907
$ 13,817,285
$ 2,593,395
$ 27,340,587
December 31,
2019
December 31,
2018
January 1, 2018
$ 2,977
$ 2,887
$ 4,846
$ 6,439,550
$ 6,161,079
$ 5,079,140
$ 326,644
$ 360,115
$ 210,540
Reportable Segments
Nutritious
Foods
Cooking
Products
Others
Total
$ 11,984,151
$ 15,551,432
$ 3,730,649
$ 31,266,232
$ 10,929,907
$ 13,817,285
$ 2,593,395
$ 27,340,587

Nutritious
Foods
$ 11,984,151

$ 10,929,907
Cooking
Products
$ 15,551,432

$ 13,817,285

b. Disaggregation of revenue

27. NET PROFIT

Net profit includes:

a. Other income

Rental income
Operating lease rental income
Investment properties
Others
Interest income
Bank deposits
Financial assets at amortized cost
Repurchase agreements collateralized by bonds
Others
Dividends
Investments in equity instruments at FVTOCI
For the Year Ended For the Year Ended December 31






2019
$ 23,824

863

24,687

51,405
21,459
569

1,386


74,819


11,231

$ 110,737
2018
$ 20,878
578
21,456
29,541
8,701
150
1,525
39,917
10,584
$ 71,957

-143-

b. Other gains and losses

Fair value changes of financial assets and financial liabilities
Financial assets held for trading
Financial liabilities held for trading
Net foreign exchange gains (losses)
Net loss on disposal of property, plant and equipment
Net gain on disposal of investment properties
Impairment losses recognized on property, plant and equipment
Government grants
Others
c. Finance costs
Interest on bank loans
Interest on short-term bills payable
Interest on obligations under finance leases
Interest on lease liabilities
Other interest expense
d. Impairment losses recognized (reversed)
Trade receivables
Inventories (included in operating costs)
Property, plant and equipment
e. Depreciation and amortization
For the Year Ended For the Year Ended December 31
2019
$ 7,812

-
(26,043)
(41,828)
-
-
65,423

55,439

$ 60,803

For the Year Ended
2018
$ 13,031
9,308
10,478
(8,243)
369,427
(18,035)
107,359
51,859
$ 535,184
December 31
2019
$ 37,982
1,060
-
7,788

49
$ 46,879
For the Year Ended
2018
$ 79,564
96
718
-

367
$ 80,745
December 31
2019
$ 12,762
$ 2,307
$ -
2018
$ 5,251
$ (4,047)
$ 18,035
An analysis of depreciation by function
Operating costs
Operating expenses
Non-operating revenue and expenses
An analysis of amortization by function
Operating costs
Operating expenses
For the Year Ended For the Year Ended December 31





2019
$ 399,640

172,623
2,535

$ 574,798

$ 20,977

33,260

$ 54,237
2018
$ 381,355
89,698
2,320
$ 473,373
$ 23,794
29,734
$ 53,528

-144-

f. Operating expenses directly related to investment properties

Direct operating expenses of investment properties that generated
rental income
Direct operating expenses of investment properties that did not
generated rental income
g. Employee benefits expense
Post-employment benefits
Defined contribution plans
Defined benefit plans (see Note 24)
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 702
$ 751

572

581
$ 1,274
$ 1,332
For the Year Ended December 31






2019
$ 127,502

12,628

140,130
2,338,177

$ 2,478,307

$ 846,191

1,632,116

$ 2,478,307
2018
$ 124,208

16,321
140,529

2,126,065
$ 2,266,594
$ 828,990

1,437,604
$ 2,266,594

h. Employees’ compensation and remuneration of directors

The Company accrued compensation of employees and remuneration of directors at the rates of no less than 0.5% and no higher than 0.75%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and remuneration of directors for the years ended December 31, 2019 and 2018, which were approved by the Company’s board of directors on March 18, 2020 and March 22, 2019, respectively, were as follows:

Accrual rate

Compensation of employees
Remuneration of directors
Amount
For the Year Ended December 31
2019
2018
1.22%
0.90%
0.59%
0.59%
Compensation of employees
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
Cash
$ 52,013
25,073
2018
Cash
$ 31,723
20,960

-145-

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2018 and 2017.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • i. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
Net gains (losses)
For the Year Ended For the Year Ended December 31


2019
$ 75,308

(101,351)

$ (26,043)
2018
$ 76,847
(66,369)
$ 10,478

28. INCOME TAXES

  • a. Major components of tax expense recognized in profit or loss
Current tax
In respect of the current year
Land value increment tax
Income tax on unappropriated earnings
Adjustments for prior years
Deferred tax
In respect of the current year
Effect of tax rate changes
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2019
$ 1,057,020

-
12,941
(37,010)

1,032,951
60,747
-

60,747

$ 1,093,698
2018
$ 639,471
27,947
-

(14,407)
653,011
77,051

(22,137)

54,914
$ 707,925

A reconciliation of accounting profit and income tax expenses is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences and loss
carryforwards
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2019
$ 4,548,534

$ 1,193,055

24,491
(118,486)
52,053
2018
$ 3,676,232
$ 887,299
23,150
(174,944)
2,459
(Continued)

-146-

Investment credits
Income tax on unappropriated earnings
Land value increment tax
Effect of tax rate changes
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ (33,346)

12,941
-
-
(37,010)

$ 1,093,698
2018
$ (21,442)
-
27,947
(22,137)

(14,407)
$ 707,925
(Concluded)

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

  • b. Income tax recognized in other comprehensive income
Deferred tax
Effect of tax rate changes
In respect of the current year
Exchange differences on translating the financial statements of
foreign operations
Fair value changes of financial assets at FVTOCI
Remeasurement of defined benefit plans
Total income tax recognized in other comprehensive income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ -
(70,042)
(3)

(7,668)
$ (77,713)
2018
$ (21,055)
(29,037)
(83)

(1,049)
$ (51,224)
  • c. Current tax assets and liabilities
Current tax assets
Tax refund receivable
Current tax liabilities
Income tax payable
December 31 December 31

2019
$ 46,114

$ 547,018
2018
$ 13,349
$ 337,835

-147-

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Investments accounted for using the
equity method

Exchange differences on translating the
financial statements of foreign
operations
Defined benefit plans
Advertisement payable
Deferred sales returns and allowances
Allowance for inventory loss
Financial assets measured at cost
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investments accounted for using the
equity method

Reserve for land value increment tax
Defined benefit plans
Others

Opening
Balance

R
$ 91,100

103,216
76,490
54,776
6,767
10,071
43,886

14,345

400,651

95

$ 400,746

$ 100,460

33,685
740

1,238

$ 136,123
Effect of Tax
ate Changes
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ -
$ (9,014 )
$ -

-
-
70,042
-
237
7,410
-
-
-
-
2,007
-
-
(11 )
-
-
-
3

-

4,279

-

-
(2,502 )
77,455

-

(95)

-

$ -
$ (2,597)
$ 77,455

$ -
$ 131,725
$ -

-
-
-
-
1,781
(258 )

-

(560)

-

$ -
$ 132,946
$ (258)
Exchange
Differences
Closing Balance
$ -
$ 82,086
-
173,258
(19 )
84,118
(2,176 )
52,600
-
8,774
-
10,060
-
43,889

(11)

18,613
(2,206 )
473,398

-

-
$ (2,206)
$ 473,398
$ -
$ 232,185
-
33,685
-
2,263

2

680
$ 2
$ 268,813

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
Investments accounted for using the
equity method

Exchange differences on translating the
financial statements of foreign
operations
Defined benefit plans
Advertisement payable
Deferred sales returns and allowances
Allowance for inventory loss
Financial assets measured at cost
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investments accounted for using the
equity method

Reserve for land value increment tax
Defined benefit plans
Others

Opening
Balance

R
$ 92,479

63,052
63,789
55,745
19,129
7,326
41,930

18,652

362,102

81

$ 362,183

$ 53,736

33,685
332

5,226

$ 92,979
Effect of Tax
ate Changes
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 16,330
$ (17,709 )
$ -

11,127
-
29,037
10,855
551
1,229
-
-
-
3,376
(15,738 )
-
1,332
1,413
-
7,400
(5,527 )
83

3,010

(7,342)

-

53,430
(44,352 )
30,349

14

-

-

$ 53,444
$ (44,352)
$ 30,349

$ 9,483
$ 37,241
$ -

-
-
-
228
-
180

541

(4,542)

-

$ 10,252
$ 32,699
$ 180
Exchange
Differences
Closing Balance
$ -
$ 91,100
-
103,216
66
76,490
(969 )
54,776
-
6,767
-
10,071
-
43,886

25

14,345
(878 )
400,651

-

95
$ (878)
$ 400,746
$ -
$ 100,460
-
33,685
-
740

13

1,238
$ 13
$ 136,123

-148-

  • e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
Loss carryforwards
Expiry in 2019
Expiry in 2020
Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2024
Deductible temporary differences
December 31 December 31



2019
$ -

10,400
24,285
41,636
68,909

227,559

$ 372,789

$ 23,720
2018
$ 580
11,268
25,402
41,636
69,645
-
$ 148,531
$ 50,272
  • f. Income tax assessments

The income tax returns of Domex Technology for the year ended December 31, 2016 had been assessed by the tax authorities.

The income tax returns of the Company, Standard Dairy Products, Charng Hui, Standard Beverage and Le Bonta Wellness for the year ended December 31, 2017 had been assessed by the tax authorities.

29. EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
For Unit: NT$ Per Share
the Year Ended December 31
Unit: NT$ Per Share
the Year Ended December 31

2019
$ 3.76

$ 3.76
2018
$ 3.25
$ 3.24

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net Profit for the Year

Earnings used in the computation of basic earnings per share For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ 3,416,097
2018
$ 2,949,089

-149-

Weighted average number of ordinary shares outstanding (in thousands of shares):

Weighted average number of ordinary shares used in computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Compensation of employees
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
908,420


709

909,129
2018
908,420

742
909,162

If the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

30. GOVERNMENT GRANTS

The Group received government grants, and recognized $65,423 thousand and $107,359 thousand as other gains during 2019 and 2018, respectively.

31. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

On May 18, 2018, the Group subscribed for shares of non-controlling interests at a percentage of 20%, which increased its continuing interest from 80% to 100%.

The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.

Dermalab
Cash consideration received $ (59,682)
The transfer of capital premium’s stock warrants 48,512
The equity instrument’s put option of the financial liability of the subsidiary transferred
to non-controlling interests 3,418
The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to non-controlling interests 11,491
Reattribution of other equity from non-controlling interests
Exchange differences on translating the financial statements of foreign operation
(Note 25) (1,263)
Others (46,970)
Differences recognized from equity transactions $ (44,494)
Line items adjusted for equity transactions
Capital surplus - changes in percentage of ownership interests in subsidiaries $ (44,494)

-150-

32. CASH FLOWS INFORMATION

Changes in liabilities arising from financing activities:

For the year ended December 31, 2019

Short-term borrowings

Short-term bills payable
Long-term borrowings
Lease liabilities
Guarantee deposits received
Other non-current liabilities

Opening
Balance
$ 1,731,478

119,904
27,000
139,110
19,961

4,734

$ 2,042,187
Cash Flows
$ (301,316)
(19,936)
(21,000)
(73,714)
705

(1,757)
$ (417,018)
Non-cash
Changes
Exchanging
Rate
Adjustments
$ (47,207)

-
-
282,219
(622)

(43)

$ 234,347
Closing
Balance
$ 1,382,955
99,968
6,000
347,615
20,044

2,934
$ 1,859,516


For the year ended December 31, 2018

Short-term borrowings

Short-term bills payable
Long-term borrowings
Finance lease payables
Guarantee deposits received
Other non-current liabilities

Opening
Balance
$ 2,312,473

99,953
39,000
2,833
48,769

5,305

$ 2,508,333
Cash Flows
$ (555,347)
19,951
(12,000)
4,067
(28,458)

(687)
$ (572,474)
Non-cash
Changes
Exchanging
Rate
Adjustments
$ (25,648)

-
-
46
(350)

116

$ (25,836)
Closing
Balance
$ 1,731,478
119,904
27,000
6,946
19,961

4,734
$ 1,910,023


33. CAPITAL MANAGEMENT

The Group’s capital management objective is to ensure financial resources are available and operating plans are in place for working capital, capital expenditures, research and development expenses, refund liabilities and dividend disbursement, etc. in the next twelve months. The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

-151-

34. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019
Financial assets at FVTPL
Unlisted shares

Mutual fund beneficiary
certification


Financial assets at FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares and
emerging market
shares

Unlisted shares


December 31, 2018
Financial assets at FVTPL
Unlisted shares

Mutual fund beneficiary
certification


Financial assets at FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares and
emerging market
shares

Unlisted shares

Level 1
$ -


667,673

$ 667,673

$ 252,351


-

$ 252,351

Level 1
$ -


617,790

$ 617,790

$ 244,534


-

$ 244,534
Level 2
$ -


-

$ -

$ -


-

$ -

Level 2
$ -


-

$ -

$ -


-

$ -
Level 3
$ 7,575


-

$ 7,575

$ -


124,055

$ 124,055

Level 3
$ 7,315


-

$ 7,315

$ -


77,165

$ 77,165
Total
$ 7,575

667,673
$ 675,248
$ 252,351

124,055
$ 376,406
Total
$ 7,315

617,790
$ 625,105
$ 244,534

77,165
$ 321,699

There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.

-152-

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2019

Financial Assets
Balance at January 1, 2019
Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Impact of exchange rates
Balance at December 31, 2019
Recognized in other gains and losses -
unrealized
For the year ended December 31, 2018
Financial Assets
Balance at January 1, 2018
Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Sales/settlements
Transfers out of Level 3
Impact of exchange rates
Balance at December 31, 2018
Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 7,315
260
-

-
$ 7,575
$ 260
Financial Assets
at FVTPL
Equity
Instruments
$ 6,368
3,125
-
(1,978)
(200)

-
$ 7,315
$ 1,147
Financial Assets
at FVTOCI
Equity
Instruments
$ 77,165

-
46,928

(38)

$ 124,055


Financial Assets
at FVTOCI
Equity
Instruments
$ 83,754

-
(4,749)
(1,823)
-
(17)

$ 77,165

Total
$ 84,480
260
46,928
(38)
$ 131,630
$ 260
Total
$ 90,122
3,125
(4,749)
(3,801)
(200)
(17)
$ 84,480
$ 1,147
  • 3) The valuation techniques of unlisted shares with no active market are mainly applicable for market and asset valuation methods.

The market method is mainly used to value the fair value of investment objects’ market prices and environments.

The asset method is mainly utilized to value the fair value of investment objects’ net asset values.

-153-

b. Categories of financial instruments

Financial assets
Financial assets at FVTPL
Mandatorily classified as at FVTPL
Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 675,248
$ 625,105
12,691,896
10,614,196
376,406
321,699
3,983,402
4,367,443
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, and notes receivable and trade receivables. Those reclassified to held-for-sale disposal groups are also included.

  • 2) The balances include financial liabilities at amortized cost, which comprise short-term and long-term loans, short-term bills payable, trade and other payables, and bonds issued. Those reclassified to held-for-sale disposal groups are also included.

c. Financial risk management objectives and policies

The Group’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables, trade payables and loans. The Group’s Financial Department provides services to the business, coordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

The Group’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Group watches out for the fluctuation of market exchange rate, and takes appropriate actions to manage the exchange rate risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 38.

-154-

Sensitivity analysis

The Group was mainly exposed to the RMB, USD, EUR, AUD, CHF and SGD.

The following table details the Group’s sensitivity to a 3% increase or decrease in the functional currency against the relevant foreign currencies. A change of 3% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis used the outstanding foreign currency denominated monetary items at the end of the reporting period and assumed the exchange rates at the end of the reporting period changed by 3% increase of decrease. The amount below indicates an increase (decrease) in pre-tax profit associated with the functional currency weakening 3% against the relevant currency. For a 3% strengthening of the functional currency against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.

Profit or loss
Profit or loss
Profit or loss
RMB Impact
For the Year Ended
December 31
2019
2018
$ 1,310 (i)
$ 834 (i)
EUR Impact
For the Year Ended
December 31
2019
2018
$ 2,349 (iii) $ 1,378 (iii)
CHF Impact
For the Year Ended
December 31
2019
2018
$ 1,792 (v)
$ 2,735 (v)
USD Impact
For the Year Ended
**December 31 **
2019
2018
$ 28,367 (ii)
$ 18,939 (ii)
AUD Impact
For the Year Ended
December 31
2019
2018
$ 817 (iv) $ 2,707 (iv)
SGD Impact
For the Year Ended
December 31
2019
2018
$ (348) (vi) $ (338) (vi)
  • i. This was mainly attributable to the exposure of outstanding RMB bank deposits which were not hedged at the end of the reporting period.

  • ii. This was mainly attributable to the exposure of outstanding USD bank deposits, debt investments with no active market, receivables and payables which were not hedged at the end of the reporting period.

  • iii. This was mainly attributable to the exposure on bank deposits and payables in EUR which were not hedged at the end of the reporting period.

  • iv. This was mainly attributable to the exposure of bank deposits and payables in AUD which were not hedged at the end of the reporting period.

  • v. This was mainly attributable to the exposure of bank deposits and payables in CHF which were not hedged at the end of the reporting period.

  • vi. This was mainly attributable to the exposure of bank deposits and payables in SGD which were not hedged at the end of the reporting period.

-155-

b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The Group pays attention to the fluctuations of exchange rates in the market, and takes appropriate actions to manage the exchange rate risk.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting periods were as follows.

Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2019
2018
$ 1,658,861
$ 955,885
1,791,538
1,806,328
1,172,500
1,163,880
45,000
79,000

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate assets and liabilities, the analysis was prepared assuming the amount of the asset and liability outstanding at the end of the reporting period was outstanding for the whole year. A 1% basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2019 and 2018 would increase (decrease) by $11,275 thousand and $10,849 thousand, respectively.

The Group’s sensitivity to interest rates decreased during the current year mainly due to the decrease in variable rate debt instruments.

c) Other price risk

The Group was exposed to equity price risk due to its investments in listed equity securities and mutual funds. The Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2019 would have increased/decreased by $6,752 thousand, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2019 would have increased/decreased by $3,764 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

-156-

If equity prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $6,251 thousand, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $3,217 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation could be the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.

In order to minimize credit risk, management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts.

The table below analyzes the collaterals held as security and other credit enhancements, and their financial effect in respect of the financial assets recognized in the Group’s consolidated balance sheets:

December 31, 2019

Carrying
Amount
Receivables
$ 6,442,527
December 31, 2018
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 76,270
$ 391
$ 76,661
Carrying
Amount
Receivables
$ 6,163,966
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 94,755
$ 11,189
$ 105,944

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Group had available unutilized bank loan facilities in the amounts of $5,186,434 thousand and $8,454,225 thousand, respectively.

-157-

  • Liquidity and interest rate risk table for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

December 31, 2019

Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Contract liabilities


December 31, 2018
Non-derivative financial liabilities
Non-interest bearing

Finance lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Contract liabilities

On Demand
or Less than
1 Month
$ 793,371
25,466
-
612,591

108,881

$ 1,540,309

On Demand
or Less than
1 Month
$ 260,158

222
30,067
644,922

120,038

$ 1,055,407
1-3 Months
$ 1,592,308

14,902

-

788,292

217,763

$ 2,613,265

1-3 Months
$ 603,234

445
3,086
627,795

240,077

$ 1,474,637
3 Months to
1 Year
$ 86,769

52,197

45,003

48,461

-

$ 232,430

3 Months to
1 Year
$ 1,599,695

2,002
31,304
509,072

-

$ 2,142,073
1-5 Years
$ 20,044

283,028

-

-

-
$ 303,072
1-5 Years
$ 19,961
5,164
15,215
37,371

-
$ 77,711

The amounts included above for variable interest rate instruments for non-derivative financial liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

-158-

35. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in other notes, details of transactions between the Group and other related parties are disclosed below.

  • a. Related parties and relationships
Name of Related Party
GeneFerm Biotechnology Co., Ltd. (“GeneFerm”)
Relationship with the Group
The Company is one of the directors
  • b. Purchases of goods
Related Party Category/Name
The Company is one of the directors
GeneFerm
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
$ 48,186
2018
$ 25,529

Purchases from related parties were conducted on normal commercial terms.

  • c. Payables to related parties
Line Items
Related Party Category/Name
Trade payables
The Company is one of the directors
GeneFerm
December 31
2019
$ 26,141
2018
$ 8,602

The outstanding payables from related parties were unsecured.

  • d. Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 45,293


522

$ 45,815
2018
$ 40,280

533
$ 40,813

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

-159-

36. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, issuance of bank acceptances, performance guaranty, and bond for customs clearance:

Pledge time deposits (included in other current assets)
Pledge time deposits (included in other non-current assets)
Property, plant and equipment, net
Investment properties, net
December 31 December 31


2019
$ 4,013

85,950
137,554
56,909

$ 284,426
2018
$ 1,010
89,506
153,868
58,697
$ 303,081

37. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2019 were as follows:

  • a. The Company has entered into a license agreement with The Quaker Oats Company (Quaker) for a period ending July 11, 2029. The agreement provides that the Company may use Quaker’s trademark, and process, manufacture, market and sell Quaker baby cereal, oatmeal, fruit cereal, ready-to-eat cereal, sesame paste, milk powder and other cereal products in the ROC. In consideration of the above, the Company shall pay Quaker royalties at an agreed percentage of net sales (as defined).

  • b. Unused letters of credit of approximately US$2,075 thousand.

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $122,010 thousand.

  • d. Unrecognized commitments for acquiring approximately 46,391 tons of colostrum from dairymen.

38. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant assets and liabilities denominated in foreign currencies other than functional currencies of the Group entities and the exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2019

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
26,052
29.98 (USD:NTD) $
781,058
USD 6,480 6.98 (USD:RMB) 194,612
EUR 2,331 33.59 (EUR:NTD) 78,298
RMB 10,142 4.31(RMB:NTD) 43,658
AUD 2,058 21.01 (AUD:NTD) 43,228
(Continued)

-160-

Foreign
Currencies
Exchange Rate
CHF
$ 1,341
30.93 (CHF:NTD)
CHF
591
7.18 (CHF:RMB)

Financial liabilities
Monetary items
USD
1,003
29.98 (USD:NTD)
AUD
762
20.01 (AUD:NTD)
SGD
520
22.28 (SGD:NTD)

December 31, 2018
Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 12,753
30.72 (USD:NTD)
USD
14,631
6.86 (USD:RMB)
EUR
1,661
35.20 (EUR:NTD)
RMB
6,219
4.47 (RMB:NTD)
AUD
4,717
21.67 (AUD:NTD)
CHF
2,923
6.97 (CHF:RMB)

Non-monetary items
USD
33
6.86 (USD:RMB)
CHF
1,379
6.97 (CHF:RMB)

Financial liabilities
Monetary items
USD
771
30.72 (USD:NTD)
USD
6,045
6.86 (USD:RMB)
EUR
356
35.20 (EUR:NTD)
AUD
551
21.67 (AUD:NTD)
SGD
501
22.48 (SGD:NTD)
Carrying
Amount
$ 41,470

18,272
$ 1,200,596
$ 30,087

16,006

11,586
$ 57,679
(Concluded)
Carrying
Amount
$ 391,681

449,371

58,453

27,810

102,184

91,155
$ 1,120,654
$ 1,000

43,007
$ 44,007
$ 23,666

185,681

12,535

11,944

11,262
$ 245,088

-161-

The Group is mainly exposed to RMB and USD. The following information was aggregated by the functional currencies of the group entities, and the exchange rates between respective functional currencies and the presentation currency were disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:

For the Year Ended December 31

Foreign
Currencies
NTD
RMB
CHF
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
1 (NTD:NTD)
$ (27,536)
4.45 (RMB:NTD)
1,483
30.93 (CHF:NTD)

10
$ (26,043)
2018
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
1 (NTD:NTD)
$ 5,483
4.55 (RMB:NTD)
5,136
31.19 (CHF:NTD)

(141)
$ 10,478

39. SEPARATELY DISCLOSED ITEMS

  • a. Financings provided: See Table 1 attached.

  • b. Endorsement/guarantee provided: See Table 2 attached.

  • c. Marketable securities held (excluding investments in subsidiaries): See Table 3 attached.

  • d. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

  • e. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • g. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 4 attached.

  • h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 5 attached.

  • i. Trading in derivative instruments: None.

  • j. Others: Intercompany relationships and significant intercompany transactions: See Table 6 attached.

  • k. Information on investees (excluding investees of mainland China): See Table 7 attached.

  • l. Information on investment in mainland China

  • 1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 8 attached.

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.

-162-

40. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of corporation. Specifically, the Group’s reportable segments were as follows:

  • Standard Foods segment - the Company

  • Standard Dairy Products segment - Standard Dairy Products

  • China Standard segment - Shanghai Standard, China Standard Investment, China Standard Foods and Xiamen Standard

  • Other segments - other than the above corporation

  • a. Operating segment information


For the year ended December 31, 2019
Sales from external customers

Sales among intersegments

Total sales

Interest income

Financial cost

Depreciation expense

Amortization expense

Operating segment income (loss)

Unallocated amount
Income before income tax
For the year ended December 31, 2018
Sales from external customers

Sales among intersegments

Total sales

Interest income

Financial cost

Depreciation expense

Amortization expense

Other important non-cash items
Impairment loss on assets

Operating segment income (loss)

Unallocated amount
Income before income tax
Standard Foods
Segment

$ 11,668,690


1,471,254

$ 13,139,944

$ 22,823

$ 1,339

$ 222,087

$ 11,998

$ 2,992,111

$ 10,675,041


1,512,866

$ 12,187,907

$ 15,502

$ 686

$ 187,440

$ 10,324

$ 18,035

$ 2,778,553
Standard Dairy
Products
Segment

$ 2,657,213


917,346

$ 3,574,559

$ 4,946

$ 12

$ 44,583

$ 2,428

$ 564,292

$ 2,615,642


739,330

$ 3,354,972

$ 4,109

$ -

$ 34,733

$ 2,029

$ -

$ 540,305
China Standard
Segment

$ 14,334,709


412

$ 14,335,121

$ 42,255

$ 37,186

$ 234,190

$ 29,117

$ 999,415

$ 12,171,356


2,378

$ 12,173,734

$ 18,074

$ 76,371

$ 213,340

$ 34,612

$ -

$ 348,732
Other Segments
$ 2,605,620


14,273

$ 2,619,893

$ 9,667

$ 13,214

$ 78,508

$ 10,694

$ 35,557

$ 1,878,548


10,813

$ 1,889,361

$ 7,541

$ 8,997

$ 37,859

$ 6,563

$ -

$ 10,204
Adjustments
and
Eliminations
$ -


(2,403,285)
$ (2,403,285)

$ (4,872)

$ (4,872)

$ (4,570)

$ -

$ (42,841)


$ -


(2,265,387)
$ (2,265,387)

$ (5,308)

$ (5,308)

$ -

$ -

$ -

$ (1,563)

Consolidated
$ 31,266,232
-
$ 31,266,232
$ 74,819
$ 46,879
$ 574,798
$ 54,237
$ 4,548,534
-
$ 4,548,534
$ 27,340,587
-
$ 27,340,587
$ 39,917
$ 80,745
$ 473,373
$ 53,528
$ 18,035
$ 3,676,232
-
$ 3,676,232

b. Geographical information:

The Group operates in two principal geographical areas - Taiwan and mainland China.

-163-

The Group’s revenue from external customers by location of operations and information about its non-current assets by location of asset are detailed below.

Taiwan
Mainland China
Others
Taiwan
Mainland China
Others
Revenue from External
Customers
Revenue from External
Customers
Revenue from External
Customers
For the Year Ended December 31


2019
2018
$ 16,675,005
$ 14,977,018
14,470,605
12,247,648

120,622

115,921
$ 31,266,232
$ 27,340,587
Non-current Assets
December 31


2019
$ 2,269,496

3,711,638

32,538

$ 6,013,672
2018
$ 2,198,922
3,812,887

28,373
$ 6,040,182

Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.

-164-

FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)

Note

Note
Note 11 Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11 Note 11 Note 11 Note 11 (Continued)
Aggregate
Financing Limits
(Note 3)
$ 6,350,870
(Note 3)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,227,427
(Note 5)
1,227,427
(Note 5)
1,227,427
(Note 5)
3,492,091
(Note 6)
3,492,091
(Note 6)
88,844
(Note 7)
11,640
(Note 8)
210,049
(Note 9)
131,101
(Note 10)
Financing Limit
for Each
Borrower
(Note 3)

$ 6,350,870
(Note 3)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,227,427
(Note 5)
1,227,427
(Note 5)
1,227,427
(Note 5)
3,492,091
(Note 6)
3,492,091
(Note 6)
88,844
(Note 7)
11,640
(Note 8)
210,049
(Note 9)
131,101
(Note 10)
Collateral Value $ - -
-
-
-
-
-
-
-
-
- - - -
Item - -
-
-
-
-
-
-
-
-
- - - -
Allowance for
Impairment Loss
$ -
-

-

-

-

-

-

-

-

-

-

-

-

-
Reasons for
Short-term
Financing
Need for operation Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation Need for operation Need for operation Need for operation
Business
Transaction
Amounts
$ - -
-
-
-
-
-
-
-
-
- - - -
Nature of
Financing
(Note 2)
b b.
b.
b.
b.
b.
b.
b.
b.
b.
b. b. b. b.
Interest
Rate
- 2.50%
2.50%
2.50%
2.50%
2.50%
2.50%
2.50%
0.00%
1.90%
2.50% 2.50% 2.50% 2.50%
Actual
Borrowing
Amount
$ - 79,891
238,507
348,188
85,950
-
116,299
451,238
-
-
- - 658 597
Ending Balance $ 46,387 85,950
687,600
429,750
85,950
-
623,138
451,238
-
-
21,488 8,595 171,900 85,950
Highest Balance
for the Period
$ 47,783 92,048
736,384
460,240
92,048
483,252
667,348
474,390
185,730
70,081
23,012 9,205 184,096 92,048
Related
Parties

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y
Financial Statement
Account
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Financing receivables -
related parties
Borrower Dermalab S.A. Shanghai Dermalab
Corporation
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Foods
(China) Co., Ltd.
Shanghai Le Ben
Tuo Health
Technology Co.,
Ltd.
Standard Foods
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Shanghai Standard
Foods Co., Ltd.
Dermalab S.A.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Lender Standard Foods
Corporation
Standard
Investment
(China) Co., Ltd.
Shanghai Standard
Foods Co., Ltd.
Accession Limited Shanghai Le Ben
Tuo Health
Technology Co.,
Ltd.
Shanghai Le Ben
De Health
Technology Co.,
Ltd.
Shanghai Le Ho
Industrial Co.,
Ltd.
Shanghai Le Min
Industrial Co.,
Ltd.
No.
(Note 1)
0 1 2 3 4 5 6 7

-165-

-166-

ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note Note 1:
“0” for the Company, subsidiaries are numbered from “1”.
Note 2:
Relationships between the endorsement/guarantee provider and the guaranteed party:
a.
Trading partner.
b.
Majority owned subsidiary.
c.
The Company and subsidiary owns over 50% ownership of the investee company.
d.
A subsidiary jointly owned by theCompany and company’s directly-owned subsidiary.
e.
Guaranteed by the Company according to construction contract.
f.
Investee company. The guarantees were provided based on the Company’s proportionate share in an investee company.
Note 3:
The total amount shall not exceed 80% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $12,701,740 thousand (the net value per financial statements of $15,877,175 thousand x 80% as of September 30, 2019).
Note 4:
The total amount shall not exceed 100% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $15,877,175 thousand (the net value per financial statements of $15,877,175 thousand x 100% as of September 30, 2019).
Note 5:
Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
Guarantee
Provided to
Subsidiaries in
Mainland China
(Note 9)
-
-
Guarantee
Provided by
Subsidiary
(Note 9)
-
-
Guarantee
Provided by
Parent Company
(Note 9)
Y
Y

Maximum
Endorsement/
Guarantee
Amount
$ 15,877,175
(Note 4)
15,877,175
(Note 4)
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity Per Latest
Financial
Statements
0.19%
0.94%
Amount of
Endorsement/
Guarantee
Collateralized by
Properties
$ -
-
Amount Actually
Drawn
$ -
20,000
Ending Balance
29,980

149,900
Maximum
Balance for the
Period
$ 184,620
158,000
Limits on
Endorsement/
Guarantee
Amount
Provided to Each
Guaranteed
Party

$ 12,701,740
(Note 3)
12,701,740
(Note 3)
Guaranteed Party
Nature of
Relationship
(Note 2)
b.
b.

Name
Accession Limited
Standard Beverage Company
Limited
Endorsement/Guarantee
Provider
Standard Foods Corporation
No.
(Note 1)
0

-167-

MARKETABLE SECURITIES HELD
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note (Continued)
December 31, 2019

Fair Value
(Note 2)

$ 16,479
5,346
65,640
15,702
33,021
211,216
270,122
42,034
-
-
-
4,619
2,956
-
-
-

Percentage
of
Ownership

-
-
7.8
0.3
-
-
-
-
1.9
0.9
5.5
1.9
7.0
0.2
7.8
1.0

Carrying
Amount
$ 16,479
5,346
65,640
15,702
33,021
211,216
270,122
42,034

-
-
-
4,619
2,956
-
-
-
Shares 1,379,027
48,600
2,145,110
1,243,213
2,430,814
14,196,913
21,453,425
2,736,051
Note 1
500,000
2,424,242
850,500
180,376
11,200
800,000
107,815
Financial Statement Account Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Relationship with the
Holding Company
The Company is one of the
directors
Type and Name of Marketable Securities Shares
Far Eastern International Commercial Bank Co., Ltd.
Chunghwa Telecom Co., Ltd.
GeneFerm Biotechnology Co., Ltd.
Dah Chung Bills Finance Corp.
Mutual funds
Taishin 1699 Money Market Fund
Jih Sun Money Market Fund
Mega Diamond Money Market
FSITC Taiwan Money Market Fund
Walden VC 2, L.P.
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Global Strategic Investment Co., Ltd.
Paradigm Venture Capital Corporation
U-Teck Environment Corporation, Ltd.
Octamer, Inc. - Series E Preferred Stock
Octamer, Inc. - Series F Preferred Stock
Holding Company Name Standard Foods Corporation

-168-

Note Note 2 (Continued)
December 31, 2019

Fair Value
(Note 2)

$ -
-
-
-
-
-
45,153
30,007
464,195
9,126
19,198
106,772
29,790
11,270
18,958
-
-

Percentage
of
Ownership

1.2
1.2
1.2
1.3
1.3
1.2
-
-
0.7
-
-
2.0
-
-
-
23.7
6.0

Carrying
Amount
$ -
-
-
-
-
-
45,153
30,007
464,195
9,126
19,198
106,772
29,790
11,270
18,958
-
-
Shares 3,455
71,397
29,173
31,135
29,102
12,938
3,034,955
1,953,197
6,669,471
91,440
803,258
1,596,000
90,000
1,000,000
1,453,360
8,297,000
1,000,000
Financial Statement Account Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through profit or
loss - non-current
Relationship with the
Holding Company
Parent of Charng Hui Ltd.
Charng Hui Ltd. is one of
the directors
Charng Hui Ltd. is one of
the directors
Type and Name of Marketable Securities Fortemedia, Inc. - Series D Preferred Stock
Fortemedia, Inc. - Series E Preferred Stock
Fortemedia, Inc. - Series F Preferred Stock
Fortemedia, Inc. - Series G Preferred Stock
Fortemedia, Inc. - Series I Preferred Stock
Fortemedia, Inc. - Series - Common Stock
Mutual funds
Jih Sun Money Market Fund
FSITC Taiwan Money Market Fund
Shares
Standard Foods Corporation
Formosa Plastics Corporation
China Steel Corporation
Polytronics Technology Corp.
Taiwan Semiconductor Manufacturing Co., Ltd.
Mutual funds
Fuh Hwa Global Strategic Allocation FoF
Franklin Templeton SinoAm Franklin Templeton Global
Bond Fund of Funds-Accu.
Shares
Hong Da Leasing & Finance Co., Ltd.
CNEX Co., Ltd.
Holding Company Name Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.

-169-

Note
December 31, 2019

Fair Value
(Note 2)

$ 2,201
3,691
107,424
929

Percentage
of
Ownership

-
-
13.4
0.7

Carrying
Amount
$ 2,201
3,691
107,424
929
Shares 225,000
282,988
3,600,000
200
Financial Statement Account Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Relationship with the
Holding Company
Type and Name of Marketable Securities Mutual funds
Fuh Hwa Greater China Mid & Small Cap
Franklin Templeton SinoAm Global Bd Acc
Shares
InnoComm Mobile Technology Corp.
Shares
AsiaVest Liquidation Co.
Holding Company Name Standard Beverage Company
Limited
Domex Technology Corporation
Accession Limited

-170-

FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note:
The amounts presented above were eliminated upon consolidation.
Notes/Accounts Payable
(Receivable)

% to
Total
6.17
-
40.45
-
96.61
64.38
15.00
4.94
99.65
50.82
38.08
16.84
83.15
33.54
Ending Balance $ 141,484
-
(141,484)
-
491,530
(161,842)
(491,530)
161,842
1,665,818
(1,665,818)
(222,633)
222,633
1,099,150
(1,099,150)
Abnormal Transaction Payment Terms -
-
-
-
-
-
-
-
-
-
-
-
-
Unit Price -
-
-
-
-
-
-
-
-
-
-
-
-
Transaction Details Payment Terms 55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
55 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
% to
Total
11.19
12.24
59.38
25.66
78.07
21.46
16.51
2.95
98.62
49.16
8.78
8.64
75.44
34.20
Amount $ (1,470,332)
917,346
1,470,332
(917,346)
(1,735,989)
397,459
1,735,989
(397,459)
(5,160,756)
5,160,756
411,285
(411,285)
(3,589,545)
3,589,545
Purchases
(Sales)
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Nature of Relationships The Company’s subsidiary
Parent company of Standard
Dairy Products Taiwan
Limited
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Standard
Investment (China) Co., Ltd.
Parent company of Standard
Foods (China) Co., Ltd.
Standard Investment (China)
Co., Ltd.’s subsidiary
Parent company of Standard
Foods (China) Co., Ltd.
Parent company of Standard
Foods (Xiamen) Co., Ltd.
Standard Investment (China)
Co., Ltd.’s subsidiary
Standard Investment (China)
Co., Ltd.’s subsidiary
Related Party Standard Dairy Products
Taiwan Limited
Standard Foods Corporation
Standard Investment
(China) Co., Ltd.
Shanghai Standard Foods
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods (China)
Co., Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Standard Foods (China)
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Company Name Standard Foods Corporation
Standard Dairy Products
Taiwan Limited
Shanghai Standard Foods Co.,
Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Foods (Xiamen) Co.,
Ltd.
Standard Investment (China)
Co., Ltd.

-171-

DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 1:
Amounts received before March 18, 2020.
Note 2:
The amounts presented above were eliminated upon consolidation.
Allowance for
Bad Debts
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
Amounts Received in
Subsequent Period

$ 141,484 (Note 1)

3,127 (Note 1)
$ 144,611 (Note 1)
$ 202,729 (Note 1)
- (Note 1)

- (Note 1)
$ 202,729 (Note 1)
$ 6,647 (Note 1)
- (Note 1)

- (Note 1)
$ 6,647 (Note 1)
$ 8,456 (Note 1)

- (Note 1)
$ 8,456 (Note 1)
$ 816,964 (Note 1)

34,798 (Note 1)
$ 851,762 (Note 1)
$ 93 (Note 1)
- (Note 1)

- (Note 1)
$ 93 (Note 1)
$ 28 (Note 1)
- (Note 1)

- (Note 1)
$ 28 (Note 1)
$ 952,155 (Note 1)

10,869 (Note 1)
$ 963,024 (Note 1)
$ 101,261 (Note 1)

- (Note 1)
$ 101,261 (Note 1)
$ 222,633 (Note 1)
Overdue Actions Taken
Amount $ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
Turnover
Rate
9.31
3.39
3.51
3.69
3.06
4.07
22.72
5.81
4.91
1.80
Ending Balance for Account Receivable - Related
Parties
Trade receivables
$ 141,484
Other receivables

3,127
$ 144,611
Trade receivables
$ 491,530
Financing receivables
116,299
Other receivables

59,364
$ 667,193
Trade receivables
$ 6,647
Financing receivables
451,238
Other receivables

6,549
$ 464,434
Trade receivables
$ 8,456
Other receivables
618
$ 9,074
Trade receivables
$ 1,665,818
Other receivables

34,798
$ 1,700,616
Trade receivables
$ 93
Financing receivables
348,188
Other receivables

14,179
$ 362,460
Trade receivables
$ 28
Financing receivables
238,507
Other receivables

12,284
$ 250,819
Trade receivables
$ 1,099,150
Other receivables

13,165
$ 1,112,315
Trade receivables
$ 161,842
Other receivables

40,698
$ 202,540
Trade receivables
$ 222,633
Nature of Relationships The Company’s subsidiary
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Shanghai
Standard Foods Co., Ltd.
Parent company of Standard Foods
(China) Co., Ltd.
Standard Investment (China) Co.,
Ltd.’s subsidiary
Standard Investment (China) Co.,
Ltd.’s subsidiary
Parent company of Standard Foods
(Xiamen) Co., Ltd.
Brother company of Standard
Investment (China) Co., Ltd.
Brother company of Standard
Foods (Xiamen) Co., Ltd.
Related Party Standard Dairy Products Taiwan
Limited
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Investment (China) Co., Ltd.
Shanghai Standard Foods Co., Ltd.
Standard Foods (China) Co., Ltd.
Company Name Standard Foods Corporation
Shanghai Standard Foods Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.

-172-

FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Transactions Details % to Total Sales
or Assets (Note 3)

0.6
-
4.7
2.9
-
-
-
-
-
- 0.6
0.2
5.6
1.9
0.2
0.5
-
0.1
1.3
-
-
0.1
0.1
-
-
-
0.1
-
-
-
1.8
-
-
0.1
6.5
0.1
(Continued)
Payment Terms According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 1.900% According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Amount
(Note 4)

$ 141,484
3,127
1,470,332
917,346
9,146
115
1,756
1,320
922
627 161,842
40,698
1,735,989
491,530
59,364
116,299
610
42,165
397,459
8,425
5,126
23,967
16,465
8,456
618
5,029
18,297
825
6,647
6,549
451,238
6,785
93
14,179
1,665,818
34,798
Financial Statement Accounts Trade receivables - related parties
Other receivables - related parties
Sales
Purchases
Royalty revenue
Other receivables - related parties
Purchases
Service revenue
Sales
Interest income Trade payables - related parties
Other payables - related parties
Sales
Trade receivables - related parties
Other receivables - related parties
Financing receivables - related parties
Other expenses
Interest income
Purchases
Research and development expenses
Trade payables - related parties
Sales
Purchases
Trade receivables - related parties
Other payables - related parties
Interest income
Sales
Purchases
Trade receivables - related parties
Other payables - related parties
Financing receivables - related parties
Interest income
Trade receivables - related parties
Other receivables - related parties
Trade payables - related parties
Other payables - related parties
Relationship
(Note 2)
a.
a.
a.
a.
a.
a.
a.
a.
a.
a. c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
a.
a.
a.
a.
Counterparty Standard Dairy Products Taiwan Limited
Standard Dairy Products Taiwan Limited
Standard Dairy Products Taiwan Limited
Standard Dairy Products Taiwan Limited
Standard Dairy Products Taiwan Limited
Standard Beverage Company Limited
Standard Beverage Company Limited
Standard Beverage Company Limited
Standard Investment (China) Co., Ltd.
Dermalab Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Investee Company Standard Foods Corporation Accession Limited Shanghai Standard Foods Co., Ltd. Standard Investment (China) Co., Ltd.
No.
(Note 1)
0 1 2 3

-173-

Transactions Details % to Total Sales
or Assets (Note 3)

-
16.5
-
1.4
-
-
-
-
-
0.3
-
-
-
4.3
0.1
-
11.5
0.9
-
0.1
-
-
-
-
0.3
-
-
-
-
-
-
-
-
-
-
0.2
-
-
-
-
-
-
-
0.9
-
1.3
(Continued)
Payment Terms According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
Interest rate 2.500%
According to the general conditions
Interest rate 2.500%
Interest rate 2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Amount
(Note 4)

$ 537
5,160,756
97
348,188
13,835
2,660
3,617
618
3,438
79,891
2,584
28
12,284
1,099,150
13,165
659
3,589,545
238,507
11,986
15,653
1,355
542
20
8,318
85,950
2,248
2,238
66
658
19
93
597
32
1,027
3,560
56,720
7,808
7,216
392
4,211
4,571
793
21
222,633
3,449
411,285
Financial Statement Accounts Sales
Purchases
Rental expenses
Financing receivables - related parties
Other revenue
Interest income
Other receivables - related parties
Expense
Advance payable
Financing receivables - related parties
Interest income
Trade receivables - related parties
Other receivables - related parties
Trade payables - related parties
Other payables - related parties
Sales
Purchases
Financing receivables - related parties
Other revenue
Interest income
Other receivables - related parties
Trade payables - related parties
Sales
Purchases
Financing receivables - related parties
Advance payable
Interest income
Other payables - related parties
Financing payables - related parties
Interest expenses
Other payables - related parties
Financing payables - related parties
Interest expenses
Trade payables - related parties
Purchases
Purchases
Trade payables - related parties
Purchases
Sales
Other expense
Rental revenue
Other receivables - related parties
Purchases
Trade payables - related parties
Sales
Purchases
Relationship
(Note 2)
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
a.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
c.
Counterparty Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Shanghai Dermalab Corporation
Shanghai Dermalab Corporation
Shanghai Dermalab Corporation
Shanghai Dermalab Corporation
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Dermalab
Dermalab
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Investee Company Shanghai Dermalab Corporation Standard Foods (China) Co., Ltd.
No.
(Note 1)
4 5

-174-

Transactions Details % to Total Sales
or Assets (Note 3)

-
-
Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered as follows:
a. Parent company is 0.
b. Subsidiaries, sequentially numbered by Arabic numerals from 1.
Note 2: The related parties have the following three relationships:
a. Parent company to its subsidiaries.
b. Subsidiaries to its parent company.
c. Subsidiaries to subsidiaries.
Note 3: Amounts of balance sheet accounts are calculated as percentage of consolidated total assets; amounts of income statement accounts are calculated as percentage of consolidated total revenues.
Note 4: The amount was eliminated upon consolidation.
(Concluded)
Payment Terms According to the general conditions
According to the general conditions
Amount
(Note 4)

$ 3,521
1,018
Financial Statement Accounts Sales
Trade receivables - related parties
Relationship
(Note 2)
c.
c.
Counterparty Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Investee Company Shanghai Le Ben Tuo Co., Ltd.
No.
(Note 1)
6

-175-

Note Note Subsidiary (Note 5)
Subsidiary (Note 5)
Subsidiary (Note 5)
Subsidiary (Note 5)
Subsidiary (Note 5)
Subsidiary (Note 5)
Subsidiary (Note 5)
Indirect subsidiary
(Note 5)
Indirect subsidiary
(Note 5)
Indirect subsidiary
(Note 5)
Note 1:
This amount was the share of profit of the investee of $74,585 thousand minus the unrealized gain on sidestream transactions of $7,211 thousand.
Note 2:
This amount was the share of profit of the investee of $447,084 thousand minus the unrealized gain on sidestream transactions of $2,341 thousand.
Note 3:
This amount was the share of profit of the investee of $2,350 thousand plus the realized gain on upstream transactions of $503 thousand.
Note 4:
This is a limited company with no issued shares.
Note 5:
The amount was eliminated upon consolidation.
Share of
Profits (Loss)
$ 67,374
(Note 1)

658,622

449,425
(Note 2)

5,483

34,507

1,847
(Note 3)

(2,979)
Net Income
(Loss) of the
Investee
$ 74,585

658,622

447,084

22,157

66,347

2,350

(2,979)

7,694

-

658,817
As of December 31 2019
Carrying
Amount
$ 3,381,908
5,220,048
1,000,126
290,480
247,879
82,342
8,781
174,559
-
5,219,208
,
%
100
100
100
100
52
100
100
100
100
100

Shares
123,600,000
150,124,815
30,000,000
24,100,000
10,374,399

7,907,000

Note 4

2,600

3,000
150,050,815
Original Investment Amount
December 31,
2018
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

266,587

96

4,708,566

December 31,
2019
$ 3,936,267
4,710,865
300,853
230,000
114,116
79,072
14,350
266,587
96
4,708,566
Main Businesses and Products Investment business
Investment business
Manufacture and sale of dairy products and beverages
Investment business
Manufacture and sale of computer peripherals and
computer and information products
Manufacture and sale of beverages
Sale of health foods
Development and sale of cosmetics
Sale of cosmetics
Investment business
Location Tortola, British Virgin Islands
Grand Cayman, Cayman Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Yilan, Taiwan
Switzerland
Spain
Hong Kong
Investee Company Accession Limited
Standard Investment (Cayman) Limited
Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.
Domex Technology Corporation
Standard Beverage Company Limited
Le Bonta Wellness International
Corporation
Dermalab S.A.
Swissderma SL
Standard Corporation (Hong Kong)
Limited
Investor Company Standard Foods Corporation
Accession Limited
Dermalab S.A.
Standard Investment
(Cayman) Limited

-176-

INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on the Amount of
Investment Stipulated by Investment
Commission, MOEA
$8,919,525
$8,919,525
Unlimited amount of investment (Note 10)
Note 1:
The methods for engaging in investment in mainland China include the following:
a.
Direct investment in mainland China.
b.
Indirect investment in mainland China through companies registered in a third region.
c.
Other methods.
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on the Amount of
Investment Stipulated by Investment
Commission, MOEA
$8,919,525
$8,919,525
Unlimited amount of investment (Note 10)
Note 1:
The methods for engaging in investment in mainland China include the following:
a.
Direct investment in mainland China.
b.
Indirect investment in mainland China through companies registered in a third region.
c.
Other methods.
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
$ -
-
-
-
-
-
-
-
-
Carrying Amount
as of
December 31,
2019
$ 2,992,501
4,391,390
1,834,068
(10,779)
211,188
28,649
1,328,982
509,309
317,638
Investment
Gain (Loss)
(Note 2)
$ 65,798
(Note 9)
683,014
(Note 9)
149,001
(Note 9)
(7,976)
(Note 9)
(43,466)
(Note 9)
706
(Note 9)
165,369
(Note 9)
(14,666)
(Note 9)
(9,392)
(Note 9)

% Ownership
of Direct or
Indirect
Investment
100.0
99.0
99.0
99.0
99.5
100.0
99.0
100.0
100.0

Net Income (Loss)
of the Investee
$ 69,321
689,913
162,562
(8,057)
(43,680)
706
175,986
(14,666)
(9,392)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
$ 3,949,575
(Note 4)
3,718,677
(Note 5)
-
(Note 6)
-
(Note 6)
181,048
(Note 7)
31,220
(Note 4)
-
(Note 6)
607,717
(Note 5)
378,009
(Note 5)
Remittance of Funds Inward $ -
-
-
-
-
-
-
-
-
Outward $ -
-
-
-
-
-
-
-
-
Upper Limit on the Amount of
Investment Stipulated by Investment
Commission, MOEA

Unlimited amount of investment (Note 10)
Accumulated
Outward
Remittance for
Investment
from Taiwan as
of January 1,
2019
$ 3,949,575
(Note 4)
3,718,677
(Note 5)
-
(Note 6)
-
(Note 6)
181,048
(Note 7)
31,220
(Note 4)
-
(Note 6)
607,717
(Note 5)
378,009
(Note 5)
Method of
Investment
(Note 1)
b.
(Note 3)
b.
(Note 5)
c.
(Note 6)
c.
(Note 6)
1 and c.
(Note 7)
c.
(Note 4 and 8)
c.
(Note 6)
b.
(Note 5)
b.
(Note 5)
Paid-in Capital $ 3,949,575
3,755,530
1,631,668
57,205
380,418
31,220
1,307,582
607,717
378,009
Investment Amounts Authorized by
Investment Commission, MOEA
$8,919,525
Main Businesses and Products Manufacture and sale of edible oil
products and nutritional foods
Investment and sales of edible oil
products and nutritional foods
Manufacture and sale of edible oil
products and nutritional foods
Sale of nutritional foods,
cosmetics and international
trading
Sale of nutritional foods and
international trading
Sale of nutritional foods and
international trading
Manufacture and sale of edible oil
products and nutritional foods
Property management
Property management
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2019

$8,919,525
Investee Company Shanghai Standard Foods Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
Shanghai Le Ben De Health
Technology Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.

-177-

-178-

V. Financial Report of Standard Foods Corporation

Standard Foods Corporation

Financial Statements for the Years Ended December 31, 2019 and 2018 and

-179-

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, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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, 2019 and 2018, 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 audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 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 Financial Statements section of our report. We are independent of the Company 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, 2019. 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.

-180-

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2019 is stated as follows:

Evaluation of Inventory

The products of the Company mainly include nutritional foods, edible oils, dairy products, and beverages. Management estimated the allowance for impairment loss of inventory of various products based on the current market condition and historical sales experience. Refer to Notes 4, 5 and 11 to the financial statements for detailed information related to assessment of inventory. Because the assessment of impairment loss of inventory involves management’s critical accounting estimates and judgments, we considered the assessment of the allowance for impairment loss of inventory to be a key audit matter.

The audit procedures that we performed in response to the abovementioned key audit matter included obtaining information pertaining to the lower of cost or net realizable value (LCNRV), sampling the projected pricing information to the most recent sales record to assess the reasonableness of the judgment on LCNRV, and collecting the related documentations on obsolete inventory to assess the appropriateness of methodology adopted in the calculation of the impairment loss of inventory.

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 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 financial statements.

-181-

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

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2019 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.

-182-

The engagement partners on the audit resulting in this independent auditors’ report are Tza-Li Gung and Ching-Cheng Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 18, 2020

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.

-183-

STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(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 23)
Trade receivables from unrelated parties (Notes 10 and 23)
Trade receivables from related parties (Note 29)
Other receivables (Note 10)
Other receivables from related parties (Note 29)
Inventories (Note 11)
Prepayments (Note 12)
Other current assets (Note 18)
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 17)
Deferred tax assets (Note 25)
Other non-current assets (Note 18)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities - current (Note 23)
Notes payable (Note 19)
Trade payables (Note 19)
Trade payables to related parties (Note 29)
Other payables (Note 20)
Current tax liabilities (Note 25)
Lease liabilities - current (Note 15)
Finance lease payables - current
Other current liabilities (Note 20)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Note 25)
Lease liabilities - non-current (Note 15)
Finance lease payables - non-current
Net defined benefit liabilities (Note 21)
Other non-current liabilities (Note 20)
Total non-current liabilities
Total liabilities
EQUITY (Note 22)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
2019 2018



















Amount
%
$ 624,431
3
556,393
3
21,825
-
1,610,195
8
-
-
2,148,846
11
141,484
1
15,523
-
3,242
-
1,926,771
10
242,149
1

15,348

-

7,306,207
37
7,575
-
81,342
-
10,339,942
53
1,372,629
7
84,295
1
2,943
-
378,132
2

23,123

-

12,289,981
63
$ 19,596,188
100
$ 15,035
-
577
-
876,262
5
26,141
-
1,041,136
5
391,748
2
25,349
-
-
-

8,284

-

2,384,532
12
265,870
2
56,304
-
-
-
211,205
1

150

-

533,529

3

2,918,061
15

9,150,897
47

109,718

-
2,945,412
15
330,945
2

4,739,831
24

8,016,188
41

(577,494)
(3)

(21,182)

-

16,678,127
85
$ 19,596,188
100



















Amount
%
$ 798,695
4
457,500
3
18,926
-
982,763
5
567
-
1,984,166
11
174,492
1
69,246
-
3,958
-
1,833,004
10
281,679
2

20,410

-

6,625,406
36
7,315
-
102,900
-
9,865,439
54
1,420,548
8
-
-
1,672
-
315,024
2

18,153

-

11,731,051
64
$ 18,356,457
100
$ 7,995
-
9,348
-
885,178
5
13,656
-
1,004,863
5
289,077
2
-
-
1,499
-

8,459

-

2,220,075
12
134,429
1
-
-
3,631
-
191,196
1

200

-

329,456

2

2,549,531
14

9,150,897
50

93,045

-
2,650,503
15
260,426
1

4,004,182
22

6,915,111
38

(330,945)
(2)

(21,182)

-

15,806,926
86
$ 18,356,457
100

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

-184-

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Notes 23 and 29)
OPERATING COSTS
Cost of goods sold (Notes 11, 24 and 29)
GROSS PROFIT
OPERATING EXPENSES (Note 24)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain
Total operating expenses
OPERATING INCOME
NON-OPERATING INCOME AND EXPENSES
Other income (Notes 24 and 30)
Other gains (Notes 16 and 24)
Finance costs (Note 24)
Share of the profit of subsidiaries
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 25)
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 21)
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
2019
Amount
%
$ 13,139,944
100

8,469,936
64

4,670,008
36
1,223,016
9
397,433
3
94,429
1

(95)

-

1,714,783
13

2,955,225
23
34,756
-
3,468
-
(1,339)
-

1,191,976

9

1,228,861

9
4,184,086
32

767,989

6

3,416,097
26

(20,000)
-
(18,658)
-
2018



















Amount
%
$ 12,187,907
100

8,105,610
66

4,082,297
34
1,279,292
10
329,152
3
104,193
1

(404)

-

1,712,233
14

2,370,064
20
30,011
-
379,164
3
(685)
-

708,607

6

1,117,097

9
3,487,161
29

538,072

5

2,949,089
24
1,343
-
(28,444)
-
(Continued)

-185-

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of the other comprehensive income (loss) of
subsidiaries accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 25)
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 translating the financial
statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 25)
Total items that may be reclassified
subsequently to profit or loss
Other comprehensive loss for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Note 26)
Basic
Diluted
2019
Amount
%
$ 40,644
-

4,338

-

6,324

-
(350,212)
(3)

70,043

1

(280,169)
(2)

(273,845)
(2)
$ 3,142,252
24
$ 3.76
$ 3.76
2018













Amount
%
$ (10,429)
-

7,834

-

(29,696)

-

(146,450)
(1)

40,164

-

(106,286)
(1)

(135,982)
(1)
$ 2,813,107
23
$ 3.25
$ 3.24


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

(Concluded)

-186-

Total Equity $ 14,785,740 24,598 24,598 14,810,338 14,810,338 - - (1,830,179 ) (1,830,179 ) 13,339 13,339 321 2,949,089 (135,982 ) (135,982 ) 2,813,107 2,813,107 - 15,806,926 15,806,926 - - (2,287,724 ) (2,287,724 ) 16,673 16,673 3,416,097 (273,845 ) (273,845 ) 3,142,252 3,142,252 $ 16,678,127 $ 16,678,127
Treasury Shares $ (21,182 ) - (21,182 ) - - - - - - - - - (21,182 ) - - - - - - - $ (21,182 )
Total (260,426 ) 22,584 (237,842 ) - - - - 48,233 - (141,022 ) (141,022 ) (314 ) (330,945 ) - - - - - (246,549 ) (246,549 ) (577,494 )
$ $
Other (46,970 ) - (46,970 ) - - - - 46,970 - - - - - - - - - - - - -
$ $
Other Equity Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ - 116,974 116,974 - - - - - - (34,736 ) (34,736 ) (314 ) 81,924 - - - - - 33,620 33,620 $ 115,544
Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 94,390 (94,390 ) - - - - - - - - - - - - - - - - - - $ -
Exchange Differences on Translating the Financial Statements of Foreign Operations $ (307,846 ) - (307,846 ) - - - - 1,263 - (106,286 ) (106,286 ) - (412,869 ) - - - - - (280,169 ) (280,169 ) $ (693,038 )
Total 5,833,327 2,014 5,835,341 - - (1,830,179 ) - (44,494 ) 2,949,089 5,040 2,954,129 314 6,915,111 - - (2,287,724 ) - 3,416,097 (27,296 ) 3,388,801 8,016,188
$ $
Retained Earnings Unappropriated Special Reserve
Earnings
$ 81,797
$ 3,318,331
-
2,014
81,797
3,320,345
-
(217,304 )
178,629
(178,629 )
-
(1,830,179 )
-
-
-
(44,494 )
-
2,949,089
-
5,040
-
2,954,129
-
314
260,426
4,004,182
-
(294,909 )
70,519
(70,519 )
-
(2,287,724 )
-
-
-
3,416,097
-
(27,296 )
-
3,388,801
$ 330,945
$ 4,739,831
Legal Reserve $ 2,433,199 - 2,433,199 217,304 - - - - - - - - 2,650,503 294,909 - - - - - - $ 2,945,412
Capital Surplus $ 83,124 - 83,124 - - - 13,339 (3,418 ) - - - - 93,045 - - - 16,673 - - - $ 109,718
Ordinary Shares $ 9,150,897 - 9,150,897 - - - - - - - - - 9,150,897 - - - - - - - $ 9,150,897
BALANCE AT JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of 2017 earnings Legal reserve Cash dividends to shareholders Share dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Actual acquisitions of interests in subsidiaries Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax Total comprehensive income (loss) for the year ended December 31, 2018 Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2018 Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends to shareholders Adjustment of capital surplus for the Company's cash dividends received by subsidiaries Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019

-187-

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain 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
Gain on disposal of investment properties
Impairment losses recognized on property, plant and equipment
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
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost

Refund of financial assets at amortized cost
2019
$ 4,184,086

222,087
11,998
(95)
(4,098)
1,339
(22,823)
(2,787)
(1,191,976)
2,087
-
-
(95,054)
567
(164,585)
33,008
55,058
715
(93,767)
39,532
5,061
7,040
(8,771)
(8,917)
12,485
36,273
(175)
8

3,018,296
21,489
(1,339)
(522,605)

2,515,841

-
(2,768,840)

2,141,408
2018
$ 3,487,161
187,440
10,323
(404)
(5,178)
685
(15,502)
(3,847)
(708,607)
1,341
(369,427)
18,035
(453,269)
2,179
(237,260)
1,474
(53,660)
(1,665)
55,669
22,394
(3,892)
6,131
8,320
159,961
10,387
193,562
(14,333)

(114,458)
2,183,560
13,223
(685)

(427,304)

1,768,794
799
(1,282,163)
750,700
(Continued)

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STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Proceeds from disposal of investment properties
(Increase) decrease in other financial assets
Increase in other non-current assets
Dividends received from subsidiaries
Other dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in guarantee deposits received
Increase in finance lease payables
Dividends paid to owners of the Company

Repayment of the principal portion of lease liabilities
Acquisition of interest in subsidiaries

Net cash used in financing activities

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
2019
$ (159,044)

1,131
(7,564)
-
(3,441)
(7,235)
424,580
2,787

(376,218)

(50)
-
(2,287,724)

(26,113)
-

(2,313,887)

(174,264)
798,695

$ 624,431
2018
$ (218,023)
558
(4,881)
495,580
1,169
(4,219)
467,351

3,847

210,718
(855)
5,130
(1,830,179)
-

(1,974)
(1,827,878)
151,634

647,061
$ 798,695

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

(Concluded)

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NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

STANDARD FOODS CORPORATION

1. GENERAL INFORMATION

Standard Foods Corporation (the “Company”) was incorporated on June 6, 1986. The Company mainly manufactures and sells nutritious foods, edible oils, dairy products and beverages.

The Company’s shares have been listed on the Taiwan Stock Exchange since April 1994.

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on March 18, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Company’s accounting policies.

1) IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Company elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not be reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

The Company as lessee

The Company recognizes right-of-use assets or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Company presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method.

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On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables were recognized on the consolidated balance sheets for contracts classified as finance leases.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at either amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.

For as an operating lease under IAS 17, a lease liability measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Part of right-of-use assets are presented as prepaid lease or lease payments. The Company applies IAS 36 to all right-of-use assets.

The Company also applies the following practical expedients:

  • a) The Company applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • b) The Company accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • c) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • d) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The lessee’s weighted incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.07%-12.04%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Undiscounted amounts on January 1, 2019

Discounted amounts using the incremental borrowing rate on January 1, 2019

Add: Finance lease liabilities on December 31, 2018

Lease liabilities recognized on January 1, 2019
$ 101,663
3,309
$ 104,972
$ 94,071
5,130
$ 99,201

The Company as lessor

The Company does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

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The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
Right-of-use assets $ 5,383 $ (5,383) $ -
Investment properties -
99,454
99,454
Total effect on assets $ 5,383 $ 94,071 $ 99,454
Lease liabilities $ - $ 99,201 $ 99,201
Finance lease payables - current 1,499 (1,499) -
Finance lease payables - non-current 3,631
(3,631)
-
Total effect on liabilities $ 5,130 $ 94,071 $ 99,201
  • 2) IAS 19

The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Company applied the above amendments prospectively.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020
New IFRSs
Amendments to IFRS 3“Definition of a Business”
Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
  • Note 1: The Company shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Company shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

1) Amendments to IFRS 3 “Definition of a Business”

The amendments clarify that, to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process applied to the input that together significantly contribute to the ability to create outputs. The amendments narrow the definitions of outputs by focusing on goods and services provided to customers, and the reference to an ability to reduce costs is removed. Moreover, the amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether or not an acquired set of activities and assets is a business.

-192-

  • 2) Amendments to IAS 1 and IAS 8 “Definition of material”

The amendments are intended to make the definition of material in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRSs. The concept of “obscuring” material information with immaterial information has been included as part of the new definition. The threshold for materiality influencing users has been changed from “could influence” to “could reasonably be expected to influence”.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2022
  • Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

Except for the above impact, as of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

These financial statements of the Company are its parent company only financial statements and have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair values and net defined benefit liabilities that are determined by deducting the fair value of plan assets from the present value of the defined benefit obligation.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e,. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

-193-

When preparing these parent company only financial statements, the Company used the equity method to account for its investment in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in these parent company only financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatment between parent company only basis and consolidated basis were made to the investments accounted for by the equity method, the share of profit or loss of subsidiaries, the share of other comprehensive income of subsidiaries and the related equity items, as appropriate, in these parent company only financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance or to reschedule payments on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • 3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Foreign currencies

In preparing the Company’s financial statements, transactions in currencies other than the Company’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

-194-

For the purpose of presenting the financial statements, the functional currencies of the entities (including operations of the subsidiaries in other countries that use currencies which are different from the functional currency of the Company) are translated into the presentation currency - the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Company losing of control over the subsidiary, the proportionate share of accumulated exchange differences is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

e. Inventories

Inventories consist of raw materials, packaging materials and supplies, work-in-process, finished goods and merchandise and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

f. Investment in subsidiaries

The Company used the equity method to account for its investments in subsidiaries.

Subsidiaries are the entities controlled by the Company.

Under the equity method, investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries attributable to the Company.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

-195-

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

Profits and losses resulting from downstream transactions are eliminated in full in the financial statements. Profits and losses transactions from upstream and transactions between subsidiaries are recognized in the financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

g. Property, plant and equipment

Property, plant and equipment (including assets held under finance leases) are stated at cost, less recognized accumulated depreciation and accumulated impairment loss.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such properties are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

h. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method or the fixed-percentage of declining-balance method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

-196-

i. Intangible assets

1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

-197-

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 28.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables, investments in debt instruments, other receivables and other financial assets that measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit impaired financial assets, for which interest income is calculated by applying the credit impaired effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

-198-

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets and contract assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) and finance lease receivables.

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables and finance lease receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • c) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

-199-

2) Equity instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

l. Revenue recognition

The Company identifies contracts with customers and recognizes revenue when performance obligations are satisfied.

Revenue from the sale of goods

Revenue from the sale of goods comes from sales of nutritious foods, cooking products, electronic goods and cosmetics. Sales of goods are recognized as revenue when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables and contract assets are recognized concurrently. Any amounts previously recognized as contract assets are reclassified to trade receivables when the remaining obligations are performed. When the customer initially purchases the goods, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.

m. Leases

2019

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

  • The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

-200-

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term resulting from a change to those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Company as lessor

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

2) The Company as lessee

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheets as a finance lease obligation.

Finance expenses implicit in lease payments for each period are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets; in which case, they are capitalized.

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  • n. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

-201-

Defined benefit costs (including service cost, net interest and remeasurement) under the defined contribution retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, effect of changes to asset ceiling and return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

3) Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.

o. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused tax credits for research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

-202-

  • 3) Current tax and deferred taxes for the year

Current tax and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant which related to information that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Write-down of Inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand
Checking accounts and demand deposits
Cash equivalents (investments with original maturities of less than 3
months)
Time deposits
Repurchase agreements collateralized by bonds
December 31 December 31


2019
$ 1,432

223,408
131,144

268,447

$ 624,431
2018
$ 1,434
414,277
382,984
-
$ 798,695

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Bank deposits
Repurchase agreements collateralized by bonds
**December 31 **
2019
2018
0.001%-3.220%
0.001%-3.600%
0.550%-0.560%
-

-203-

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31
2019
2018
Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
$ 556,393
$ 457,500
Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted shares
$ 7,575
$ 7,315
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31
2019
2018
Current
Investments in equity instruments at FVTOCI
$ 21,825
$ 18,926
Non-current
Investments in equity instruments at FVTOCI
$ 81,342
$ 102,900
Investments in Equity Instruments at FVTOCI
December 31
2019
2018
Current
Listed shares and emerging market shares
Ordinary shares - Far Eastern International Bank
$ 16,479
$ 13,434
Ordinary shares - Chunghwa Telecom Co., Ltd.

5,346

5,492
$ 21,825
$ 18,926
Non-current
Listed shares and emerging market shares
Ordinary shares - GeneFerm Biotechnology Co., Ltd.
$ 65,640
$ 90,095
Unlisted shares
Ordinary shares - Dah Chung Bills Finance Corp.

15,702

12,805
$ 81,342
$ 102,900
December 31 December 31

2019
2018
$ 21,825
$ 18,926
$ 81,342
$ 102,900
December 31





2019
$ 16,479


5,346

$ 21,825

$ 65,640


15,702

$ 81,342
2018
$ 13,434
5,492
$ 18,926
$ 90,095
12,805
$ 102,900

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

-204-

These investments in equity instrument are not held for trading. Instead, they are held for medium- to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes. In January 2018, the Company sold its shares in GeneFerm Biotechnology Co., Ltd. in order to manage credit concentration risk. The shares sold had a fair value of $799 thousand and the Company transferred a gain of $578 thousand from other equity to retained earnings.

Dividend of $2,787 thousand and $3,847 thousand were recognized during 2019 and 2018, respectively.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months
December 31 December 31
2019
$ 1,610,195
2018
$ 982,763

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.79%-2.85% and 0.79%-1.97% per annum as of December 31, 2019 and 2018, respectively.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Operating
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Accrued interest
Payment on behalf of others
Others
December 31 December 31






2019
$ -

$ 2,150,179

(1,333)

$ 2,148,846

$ 5,205

595
9,723

$ 15,523
2018
$ 567
$ 1,985,594

(1,428)
$ 1,984,166
$ 3,871
491

64,884
$ 69,246

The average credit period of sales of goods was 30-90 days. In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

-205-

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2019

Not Past Due
Expected credit loss rate
0.01%
Gross carrying amount
$ 2,147,040

Loss allowance (Lifetime
ECL)

(245)

Amortized cost
$ 2,146,795

December 31, 2018
Not Past Due
Expected credit loss rate
0.01%
Gross carrying amount
$ 1,979,232

Loss allowance (Lifetime
ECL)

(218)

Amortized cost
$ 1,979,014
Less than 30
Days
31 to 90 Days
7.37%
18.27%
$ 692
$ 1,390


(51)

(254)

$ 641
$ 1,136

Less than 30
Days
31 to 90 Days
6.99%
16.95%
$ 4,564
$ 1,392


(319)

(236)

$ 4,245
$ 1,156
91 to 180
Days
47.71%
$ 524


(250)

$ 274

91 to 180
Days
35.76%
$ 495


(177)

$ 318
Over 180
Days
100.00%
$ 533


(533)

$ -

Over 180
Days
100.00%
$ 478


(478)

$ -
Total
$ 2,150,179

(1,333)
$ 2,148,846
Total
$ 1,986,161

(1,428)
$ 1,984,733

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Less: Net remeasurement of loss allowance
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 1,428


(95)

$ 1,333
2018
$ 1,832

(404)
$ 1,428

-206-

11. INVENTORIES

Merchandise
Finished goods
Work in progress
Raw materials
Packing materials
December 31 December 31


2019
$ 463,267

829,612
132,498
462,095
39,299

$ 1,926,771
2018
$ 471,073
782,158
104,106
425,645

50,022
$ 1,833,004

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2019 included reversals of inventory write-downs of $9,406 thousand and loss on abandoned inventories of $14,471 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2018 included loss on write-downs of inventories of $4,356 thousand and loss on abandoned inventories of $5,431 thousand.

12. PREPAYMENTS

Prepayments for purchases
Prepayments for equipment parts
Prepayments for fuel oil
Prepayments for insurance
Prepayments for advertisements
Others
December 31 December 31


2019
$ 207,477

16,836
3,344
619
-

13,873

$ 242,149
2018
$ 192,721
16,225
3,216
12,019
280
57,218
$ 281,679

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries
Unlisted companies
Accession Limited
Standard Investment (Cayman) Limited (“Cayman Standard”)
Standard Dairy Products Taiwan Limited (“Standard Dairy
Products”)
Charng Hui Ltd. (“Charng Hui”)
Domex Technology Corporation (“Domex Technology”)
Standard Beverage Company Limited (“Standard Beverage”)
Le Bonta Wellness International Corporation (“Le Bonta Wellness”)
Shanghai Le Ben Tuo Health Technology Co., Ltd. (“Shanghai Le
Ben Tuo”)
December 31 December 31



2019
$ 10,339,942

$ 3,381,908

5,220,048
1,000,126
290,480
247,879
82,342
8,781

108,378

$ 10,339,942
2018
$ 9,865,439
$ 3,450,370
4,772,853
950,516
252,543
210,974
80,577
12,288

135,318
$ 9,865,439

-207-

Name of Subsidiary
Accession Limited
Cayman Standard
Standard Dairy Products
Charng Hui
Domex Technology
Standard Beverage
Le Bonta Wellness
Shanghai Le Ben Tuo
Proportion of Ownership and
Voting Rights
December 31
2019
2018
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
52.0%
52.0%
100.0%
100.0%
100.0%
100.0%
51.0%
51.0%

Refer to Note 32 for the details of the subsidiaries indirectly held by the Company.

14. PROPERTY, PLANT AND EQUIPMENT

Freehold Land
Cost
Balance at January 1, 2018
$ 396,356

Additions
-
Disposals
-
Reclassified

-

Balance at December 31, 2018
$ 396,356

Accumulated depreciation and
impairment
Balance at January 1, 2018
$ -

Disposals
-
Depreciation expenses
-
Impairment losses recognized

-

Balance at December 31, 2018
$ -

Carrying amount at
December 31, 2018
$ 396,356

Cost
Balance at January 1, 2019
$ 396,356

Adjustments on initial
application of IFRS 16

-

Balance at January 1, 2019
(restated)
396,356
Additions
-
Disposals
-
Reclassified

-

Balance at December 31, 2019
$ 396,356
Buildings
$ 903,610

-
(8,024 )

79,856

$ 975,442

$ 551,919

(8,021 )
48,587

7,288

$ 599,773

$ 375,669

$ 975,442


-

975,442
-
(19,566 )

71,475

$ 1,027,351
Equipment
$ 2,011,643

-
(25,410 )

102,054

$ 2,088,287

$ 1,572,458

(25,409 )
123,662

10,747

$ 1,681,458

$ 406,829

$ 2,088,287


-

2,088,287
-
(26,535 )

205,189

$ 2,266,941
Other
Equipment
$ 187,275

-
(8,955 )

16,570

$ 194,890

$ 151,306

(7,060 )
14,969

-

$ 159,215

$ 35,675

$ 194,890


(6,460)

188,430
-
(20,102 )

19,130

$ 187,458
Property in
Construction
Total
$ 186,476
$ 3,685,360
218,023
218,023
-
(42,389 )

(198,480)

-
$ 206,019
$ 3,860,994
$ -
$ 2,275,683
-
(40,490 )
-
187,218

-

18,035
$ -
$ 2,440,446
$ 206,019
$ 1,420,548
$ 206,019
$ 3,860,994

-

(6,460)
206,019
3,854,534
159,044
159,044
-
(66,203 )

(295,794)

-
$ 69,269
$ 3,947,375
(Continued)

-208-

Freehold Land
Accumulated depreciation and
impairment
Balance at January 1, 2019
$ -

Adjustments on initial
application of IFRS 16

-

Balance at January 1, 2019
(restated)
-
Disposals
-
Depreciation expenses

-

Balance at December 31, 2019
$ -

Carrying amount at
December 31, 2019
$ 396,356
Buildings
$ 599,773


-

599,773
(18,370 )

52,286

$ 633,689

$ 393,662
Equipment
$ 1,681,458


-

1,681,458
(25,607 )

132,892

$ 1,788,743

$ 478,198
Other
Equipment
$ 159,215


(1,077)

158,138
(19,008 )

13,184

$ 152,314

$ 35,144
Property in
Construction
Total
$ -
$ 2,440,446

-

(1,077)
-
2,439,369
-
(62,985 )

-

198,362
$ -
$ 2,574,746
$ 69,269
$ 1,372,629
(Concluded)

No impairment assessment was performed for the year ended December 31, 2019 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a straight-line basis over the following estimated useful lives of the assets:

Building
Main buildings 40 years
Electrical and mechanical equipment 8-15 years
Engineering 7-39 years
Others 3-14 years
Equipment
Main equipment 2-20 years
Engineering 7-20 years
Others 3-15 years
Other equipment 2-15 years

15. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
December 31, December 31,
2019
Carrying amounts
Land $
3,615
Buildings 75,984
Office equipment 390
Transportation equipment 4,306
$ 84,295

-209-

For the Year For the Year
Ended
December 31,
2019
Additions to right-of-use assets $
8,565
Depreciation charge for right-of-use assets
Land 865
Buildings 21,754
Office equipment 29
Transportation equipment 1,077
$ 23,725
  • b. Lease liabilities - 2019
December 31,
2019
Carrying amounts
Current $ 25,349
Non-current $ 56,304

Range of discount rate for lease liabilities was as follows:

December 31,
2019
Land 1.07%
Buildings 1.07%
Office equipment 1.07%
Transportation equipment 12.04%
  • c. Material lease-in activities and terms

The Company leases land, buildings and transportation equipment for the use of parking garage, offices, office equipment and official vehicles with lease terms of 1 to 6 years. The Company does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Company is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

d. Other lease information

2019

For the Year For the Year For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $ 15,707
Expenses relating to low-value asset leases $ -
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $ -
Total cash outflow for leases $ (43,159)

-210-

The Company leases certain office equipment and retail stores which qualify as short-term leases. The Company has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31, December 31,
2018
Not later than 1 year $ 22,465
Later than 1 year and not later than 5 years 79,198
$ 101,663

The lease payments recognized in profit or loss for the current period was as follows:

For the Year For the Year
Ended
December 31,
2018
Minimum lease payments $ 36,643
INVESTMENT PROPERTIES
Completed
Investment
Property
Cost
Balance at January 1, 2018 $ 141,270
Disposals (141,270)
Balance at December 31, 2018 $ -
Accumulated depreciation and impairment
Balance at January 1, 2018 $ 14,895
Depreciation expenses 222
Disposals (15,117)
Balance at December 31, 2018 $ -
Carrying amount at December 31, 2018 $ -

16. INVESTMENT PROPERTIES

The investment properties held by the Company are depreciated using the straight-line method over the following estimated useful lives:

Building
Main buildings 40 years
Electrical and mechanical equipment 24-25 years
Engineering 28 years

-211-

On May 8, 2018, the Company entered into a property sale agreement at Wugu Dist., New Taipei City with Pei Chen Co., Ltd. The total selling price was $508,620 thousand (included business tax), and the gain from disposal was $369,427 thousand (included in statements of comprehensive income under other gains and losses). The transaction was accomplished at the third quarter of September 2018.

17. OTHER INTANGIBLE ASSETS

Cost
Balance at January 1, 2018

Additions

Balance at December 31, 2018

Accumulated amortization and impairment
Balance at January 1, 2018

Amortization expenses

Balance at December 31, 2018

Carrying amount at December 31, 2018

Cost
Balance at January 1, 2019

Additions

Balance at December 31, 2019

Accumulated amortization and impairment
Balance at January 1, 2019

Amortization expenses

Balance at December 31, 2019

Carrying amount at December 31, 2019
Computer
Software
$ 197,938
4,881

$ 202,819

$ 194,563
6,584

$ 201,147

$ 1,672

$ 202,819
7,564

$ 210,383

$ 201,147
6,293

$ 207,440

$ 2,943

No impairment assessment was performed for the year ended December 31, 2019 as there was no indication of impairment.

The above items of other intangible assets are amortized on a straight-line basis over the following estimated lives:

Computer software 2-3 years

-212-

18. OTHER ASSETS

Current
Advances to officers
Non-current
Refundable deposits
Others
December 31
2019
$ 15,348
$ 17,482

5,641
$ 23,123
2018
$ 20,410
$ 14,041

4,112
$ 18,153

19. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
operating
Trade payables
Trade payables
December 31 December 31

2019
$ 577

$ 876,262
2018
$ 9,348
$ 885,178

The average credit period of payables for purchases of goods was 30-90 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

20. OTHER LIABILITIES

Current
Other payables
Payable for salaries or bonus
Payable for compensation of employees
Payable for remuneration of directors
Payable for commission and rebate
Advertisement payable
Payable for royalties
Payable for freight
Payable for purchases of equipment
Payable for labor and health insurance
Payable for environmental recycling fee
Others
December 31 December 31


2019
$ 150,195

52,013
25,073
413,234
148,641
25,668
6,456
62,297
15,568
10,394
131,597

$ 1,041,136
2018
$ 146,997
31,723
20,960
382,860
133,109
23,806
5,876
80,993
14,661
11,056

152,822
$ 1,004,863
(Continued)

-213-

Other liabilities
Refund liability
Others
Non-current
Other liabilities
Guarantee deposits
December 31 December 31



2019
$ 7,011

1,273

$ 8,284

$ 150
2018
$ 7,263

1,196
$ 8,459
$ 200
(Concluded)

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plan

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plan

The defined benefit plan of the Company is operated by the government of the Republic of China (“ROC”) in accordance with the Labor Standards Law. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company makes monthly contributions to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name.

Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plan were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
December 31 December 31


2019
$ 524,433

(313,228)

$ 211,205
2018
$ 506,793
(315,597)
$ 191,196

-214-

Movements in net defined benefit liability (asset) were as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
Balance at January 1, 2018 $ 529,249 $ (222,252) $ 306,997
Service cost
Current service cost 4,888 - 4,888
Net interest expense (income)
5,954

(2,545)

3,409
Recognized in profit or loss
10,842

(2,545)

8,297
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (6,448) (6,448)
Actuarial loss - changes in demographic
assumptions 3,905 - 3,905
Actuarial loss - experience adjustments
1,200

-

1,200
Recognized in other comprehensive income
5,105

(6,448)

(1,343)
Contributions from the employer
-
(122,755) (122,755)
Benefits paid
(38,403)

38,403

-
Balance at December 31, 2018
506,793
(315,597)
191,196
Service cost
Current service cost 4,061 - 4,061
Net interest expense (income)
5,701

(3,690)

2,011
Recognized in profit or loss
9,762

(3,690)

6,072
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (6,621) (6,621)
Actuarial loss - changes in demographic
assumptions 3,075 - 3,075
Actuarial loss - changes in financial
assumptions 19,749 - 19,749
Actuarial loss - experience adjustments
3,797

-

3,797
Recognized in other comprehensive income
26,621

(6,621)

20,000
Contributions from the employer
-

(6,063)

(6,063)
Benefits paid
(18,743)

18,743

-
Balance at December 31, 2019 $ 524,433 $ (313,228) $ 211,205

Through the defined benefit plan under the Labor Standards Law, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

-215-

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2019
2018
0.750%
1.125%
3.000%
3.000%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.250% increase
0.250% decrease
Expected rate of salary increase
0.250% increase
0.250% decrease
December 31



2019
$ (13,311)

$ 13,802

$ 13,269

$ (12,869)
2018
$ (13,141)
$ 13,636
$ 13,150
$ (12,743)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2019
$ 6,059

10.6 years
2018
$ 24,899
10.9 years

22. EQUITY

  • a. Share capital

  • 1) Ordinary shares

Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31 December 31



2019
920,000

$ 9,200,000

915,089

$ 9,150,897
2018

920,000
$ 9,200,000

915,089
$ 9,150,897

-216-

2) Global depositary receipts

As of December 31, 2019, a total of 6,908.4 units of Global Depositary Receipts (GDRs) (representing 34,542 shares of the Company’s ordinary shares), where each GDR representing five shares of the Company’s ordinary shares, were traded on the Euro MTF Market of the Luxembourg Stock Exchange. Holders of the GDRs may request at any time that the shares represented by the GDRs be transferred to them.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Recognized from the difference between consideration received
or paid and the carrying amount of the subsidiaries’ net assets
during actual disposal or acquisition
May be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Recognized from treasury share transactions
December 31 December 31


2019
$ 1

466

109,251

$ 109,718
2018
$ 1
466
92,578
$ 93,045
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):

  • 1) 10% thereof as legal reserve;

  • 2) Special reserve provided or reversed in accordance with the regulations;

  • 3) 30% to 100% of this the sum of the remainder and prior years’ unappropriated earnings as dividends.

The Company’s Articles of Incorporation also prescribe that 30% to 100%of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company’s board of directors and resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of the compensation of employees and remuneration of directors after amendment, refer to Note 24(h). “employees’ compensation and remuneration of directors”.

-217-

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings 2018 and 2017 approved in the shareholders’ meetings on June 13, 2019 and June 15, 2018, respectively, were as follows:

Legal reserve
Special reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings
For the Year Ended
December 31
2018
2017
$ 294,909
$ 217,304
70,519
178,629
2,287,724
1,830,179
2.5
2.0

The appropriations of earnings for 2019 had been proposed by the Company’s board of directors on March 18, 2020. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 341,610
Special reserve 246,549
Cash dividends 2,424,987 $2.65

The appropriations of earnings for 2019 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2020.

  • d. Special reserve
Beginning at January 1
Appropriation in respect of:
Debit to other equity items
Balance at December 31
**For the Year Ended ** **For the Year Ended ** **December 31 **


2019
$ 260,426


70,519

$ 330,945
2018
$ 81,797
178,629
$ 260,426

Appropriation for special reserve should be made in the amount equal to the net debit balance of other equity. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

-218-

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations
Balance at January 1
Effect of change in tax rate
Recognized for the year
Exchange differences on translating the financial
statements of foreign operations
Other comprehensive income recognized for the year
Acquisition of further interests in subsidiaries
Balance at December 31
For the Year Ended For the Year Ended December 31




2019
$ (412,869)

-
(280,169)

(280,169)


-

$ (693,038)
2018
$ (307,846)
11,127
(117,413)
(106,286)
1,263
$ (412,869)

2) Unrealized gain (loss) on financial assets at FVTOCI

For the Year Ended December 31
2019
2018
Balance at January 1
$ 81,924
$ 116,974
Recognized for the year
Unrealized gain (loss) - equity instruments

33,620

(34,736)
Other comprehensive income recognized for the year

33,620

(34,736)
Cumulative unrealized gain (loss) of equity instruments
transferred to retained earnings due to disposal

-

(314)
Balance at December 31
$ 115,544
$ 81,924
3) Other equity items - other (recognized from put option of equity instruments from disposal of
subsidiaries)
For the Year Ended December 31
2019
2018
Balance at January 1
$ -
$ (46,970)
Exercised the put option of equity instruments from disposal
of subsidiaries

-

46,970
Balance at December 31
$ -
$ -
f. Treasury shares
For the Year Ended For the Year Ended December 31
2019
$ -

-
$ -
2018
$ (46,970)

46,970
$ -
Shares Held by
Subsidiaries (In
Thousands of
Purpose of Buy-back Shares)
Number of shares at January 1, 2019
6,669
Number of shares at December 31, 2019
6,669
Number of shares at January 1, 2018
6,669
Number of shares at December 31, 2018
6,669

-219-

For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
December 31, 2019
Chang Hui
6,669

December 31, 2018
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 464,195
$ 21,182
$ 331,473

The Company’s shares held by subsidiaries were treated as treasury shares, aside from the rights to participate in any share issuance for cash and to vote, the rest were similar to general shareholder’s rights.

23. REVENUE

**For ** **For ** **the Year Ended December 31 ** **the Year Ended December 31 ** **the Year Ended December 31 ** **the Year Ended December 31 **
2019 2018
Revenue from contracts with customers
Revenue from sale of goods $ 13,139,944 $ 12,187,907
a. Contract balances
December 31, December 31,
2019 2018 January 1, 2018
Notes receivable (Note 10) $ -
$ 567 $
2,746
Trade receivables (Note 10) $ 2,148,846
$ 1,984,166 $ 1,746,502
Contract liabilities - current
Sale of goods $ 15,035
$ 7,995 $
1,865
b. Disaggregation of revenue
Reportable Segments
Nutritious Cooking
Foods Products Others Total
For the year ended
December 31, 2019
Type of goods or services
Sale of goods $ 10,869,880
$
1,926,228
$
343,836
$ 13,139,944
For the year ended
December 31, 2018
Type of goods or services
Sale of goods $
9,863,953
$
1,945,877
$
378,077
$ 12,187,907

-220-

24. NET PROFIT

Net Profit

a. Other income

Rental income
Operating lease rental income
Investment properties
Interest income
Bank deposits
Financial assets at amortized cost
Repurchase agreements collateralized by bonds
Others
Royalties
Dividends
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2019
$ -

$ 8,512

13,871
384

56


22,823


9,146


2,787

$ 34,756
2018
$ 1,995
$ 10,360
5,008
116

18

15,502

8,667

3,847
$ 30,011

b. Other gains and losses

Fair value changes of financial assets and financial liabilities
Net gain on financial assets mandatorily classified as at
FVTPL
Net foreign exchange gains (losses)
Net loss on disposal of property, plant and equipment
Net gain on disposal of investment properties
Impairment losses recognized on property, plant and equipment
Government grants
Others
**For the Year Ended ** **For the Year Ended ** **December 31 **


2019
$ 4,098

(13,139)
(2,087)
-
-
-
14,596

$ 3,468
2018
$ 5,178
4,165
(1,341)
369,427
(18,035)
1,200
18,570
$ 379,164

c. Finance costs

Interest on obligations under finance leases
Interest on lease liabilities
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ -


1,339

$ 1,339
2018
$ 685

-
$ 685

-221-

d. Impairment losses recognized (reversed)

Trade receivables
Inventories (included in operating costs)
Property, plant and equipment
e. Depreciation and amortization
An analysis of depreciation by function
Operating costs
Operating expenses
Non-operating income and expenses
An analysis of amortization by function
Operating costs
Operating expenses
f. Operating expenses directly related to investment properties
Direct operating expenses of investment properties that generated
rental income
g. Employee benefits expense
Post-employment benefits
Defined contribution plans
Defined benefit plans (see Note 21)
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended For the Year Ended For the Year Ended December 31
2019
$ (95)
(9,406)

-
$ (9,501)
**For the Year Ended **
2018
$ (404)
4,356

18,035
$ 21,987
**December 31 **
2019
$ 170,081

52,006

-

$ 222,087

$ 4,309


7,689

$ 11,998

For the Year Ended
2018
$ 151,294
35,924
222
$ 187,440
$ 2,899
7,424
$ 10,323
December 31
2019
$ -
For the Year Ended
2018
$ 44
December 31






2019
$ 32,606

6,072

38,678
1,069,158

$ 1,107,836

$ 494,361

613,475

$ 1,107,836
2018
$ 30,102

8,297
38,399

997,340
$ 1,035,739
$ 483,690

552,049
$ 1,035,739

-222-

h. Employees’ compensation of and remuneration of directors

The Company accrued compensation of employees and remuneration of directors at the rates of no less than 0.5% and no higher than 0.75%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and remuneration of directors for the years ended December 31, 2019 and 2018 which were approved by the Company’s board of directors on March 18, 2020 and March 22, 2019, respectively, were as follows:

Accrual rate

Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
2018
1.22%
0.90%
0.59%
0.59%
For the Year Ended December 31
2019
Cash
$ 52,013
25,073
2018
Cash
$ 31,723
20,960

If there is a change in the amounts after the annual financial statements were authorized for issue, the differences will be recorded as a change in the accounting estimate.

There was no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the financial statements for the years ended December 31, 2018 and 2017.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • i. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
Net gain (loss)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
$ 33,162

(46,301)

$ (13,139)
2018
$ 25,921
(21,756)
$ 4,165

-223-

25. INCOME TAXES

a. Major components of tax expense recognized in profit or loss

Current tax
In respect of the current year
Land value increment tax
Income tax on unappropriated earnings
Adjustments for prior years
Deferred tax
In respect of the current year
Effect of tax rate changes
Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31



2019
$ 614,633

-
12,941

(2,299)

625,275
142,714

-

$ 767,989
2018
$ 472,691
27,947
-
(9,018)
491,620
64,629
(18,177)
$ 538,072

A reconciliation of accounting profit and income tax expenses is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Adjustments for prior years’ tax
Land value increment tax
Effect of tax rate changes
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 4,184,086

$ 836,817

16,626
(96,096)
12,941
(2,299)
-
-

$ 767,989
2018
$ 3,487,161
$ 697,432
13,374
(173,486)
-
(9,018)
27,947

(18,177)
$ 538,072

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

  • b. Income tax recognized in other comprehensive income
Deferred tax
Effect of tax rate changes
In respect of the current year
Exchange differences on translating the financial statements of
foreign operations
Remeasurement of defined benefit plans
Fair value changes of financial assets at FVTOCI
Total income tax recognized in other comprehensive income
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
$ -
(70,043)
(4,335)

(3)
$ (74,381)
2018
$ (19,365)
(29,037)
487

(83)
$ (47,998)

-224-

c. Current tax liabilities

Current tax liabilities
Income tax payable
December 31 December 31
2019
$ 391,748
2018
$ 289,077

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2019

Recognized in Recognized in Recognized in
Other
Recognized in Comprehensive
Opening Balance Profit or Loss Income Closing Balance
Deferred tax assets
Temporary differences
Investments accounted for using the equity method $ 91,100 $ (9,014 ) $ - $ 82,086
Exchange differences on translating the financial
statements of foreign operations 103,216 - 70,043 173,259
Defined benefit plans 60,478 1 4,051 64,530
Deferred sales returns and allowances 2,176 (5 ) - 2,171
Allowance for inventory loss 4,058 (1,881 ) - 2,177
FVTOCI financial assets 43,886 - 3 43,889
Others 10,110 (90) - 10,020
$ 315,024 $ (10,989) $
74,097
$ 378,132
Deferred tax liabilities
Temporary differences
Investments accounted for using the equity method $ 100,460 $ 131,725 $ - $ 232,185
Reserve for land value increment tax 33,685 - - 33,685
Others 284 - (284) -
$ 134,429 $ 131,725 $
(284)
$ 265,870

For the year ended December 31, 2018

Recognized in Recognized in
Other
Recognized in Comprehensive Effect of Tax
Opening Balance Profit or Loss Income Rate Changes Closing Balance
Deferred tax assets
Temporary differences
Investments accounted for using
the equity method $ 92,479 $ (17,709 ) $
-
$ 16,330 $ 91,100
Exchange differences on
translating the financial
statements of foreign
operations 63,052 - 29,037 11,127 103,216
Defined benefit plans 51,589 54 (269 ) 9,104 60,478
Deferred sales returns and
allowances 3,661 (2,131 ) - 646 2,176
Allowance for inventory loss 2,709 871 - 478 4,058
FVTOCI financial assets 41,930 (5,527 ) 83 7,400 43,886
Others 14,365
(6,790)
- 2,535 10,110
$ 269,785 $ (31,232) $
28,851
$ 47,620 $ 315,024
(Continued)

-225-

Recognized in Recognized in
Other
Recognized in Comprehensive Effect of Tax
Opening Balance Profit or Loss Income Rate Changes Closing Balance
Deferred tax liabilities
Temporary differences
Investments accounted for using
the equity method $ 53,736 $ 37,241 $
-
$ 9,483 $ 100,460
Reserve for land value increment
tax 33,685 - - - 33,685
Others 3,315 (3,844) 218 595
284
$ 90,736 $ 33,397 $
218
$ 10,078 $ 134,429

(Concluded)

e. Income tax assessments

The income tax returns of the Company through 2017 have been assessed by the tax authorities.

26. EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
For Unit: NT$ Per Share
the Year Ended December 31
Unit: NT$ Per Share
the Year Ended December 31

2019
$ 3.76

$ 3.76
2018
$ 3.25
$ 3.24

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net Profit for the Year

Earnings used in the computation of basic earnings per share For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
$ 3,416,097
2018
$ 2,949,089

Weighted average number of ordinary shares outstanding (in thousands of shares):

Weighted average number of ordinary shares used in computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Compensation of employees
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2019
908,420


709

909,129
2018
908,420

742
909,162

-226-

If the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

27. CAPITAL MANAGEMENT

The Company’s capital management objective is to ensure financial resources are available and operating plans are in place for working capital, capital expenditures, research and development expenses, refund liabilities and dividend disbursement, etc. in the next twelve months. The Company manages its capital to ensure that entities in the Company and subsidiaries will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019
Financial assets at FVTPL
Unlisted shares

Mutual funds


Financial assets at FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares and
emerging market
shares

Unlisted shares

Level 1
$ -


556,393

$ 556,393

$ 87,465


-

$ 87,465
Level 2
$ -


-

$ -

$ -


-

$ -
Level 3
$ 7,575


-

$ 7,575

$ -


15,702

$ 15,702
Total
$ 7,575

556,393

$ 563,968

$ 87,465

15,702

$ 103,167

-227-

December 31, 2018

Financial assets at FVTPL
Unlisted shares

Mutual funds


Financial assets at FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares and
emerging market
shares

Unlisted shares

Level 1
$ -


457,500

$ 457,500

$ 109,021


-

$ 109,021
Level 2
$ -


-

$ -

$ -


-

$ -
Level 3
$ 7,315


-

$ 7,315

$ -


12,805

$ 12,805
Total
$ 7,315

457,500
$ 464,815
$ 109,021

12,805
$ 121,826

There were no transfers between Levels 1 and 2 in the current and prior year.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2019

Financial Assets
Balance at January 1, 2019
Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Balance at December 31, 2019
Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 7,315
260

-
$ 7,575
$ 260
Financial Assets
at FVTOCI
Equity
Instruments
$ 12,805

-

2,897

$ 15,702

Total
$ 20,120
260

2,897

$ 23,277

$ 260

-228-

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018
Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at FVTOCI)
Sales/settlements
Capital reduction of shares return
Balance at December 31, 2018
Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 6,368
3,125
-
(1,978)

(200)
$ 7,315
$ 1,147
Financial Assets
at FVTOCI
Equity
Instruments
$ 14,496

-
(1,691)
-

-

$ 12,805

Total
$ 20,864
3,125
(1,691)
(1,978)

(200)
$ 20,120
$ 1,147
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of unlisted equity securities - ROC were determined using the market approach and the asset approach (adjusted net asset method).

The market approach uses prices and other relevant information that have been generated by market transactions that involved underlying assets.

The asset approach is that assets and liabilities of an investee are measured at fair value with the objective of obtaining the fair value of the investee’s underlying asset at the measurement date.

  • b. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Mandatorily classified as at FVTPL
Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 563,968
$ 464,815
4,561,203
4,027,928
103,167
121,826
965,427
989,375
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, trade receivables from related parties, other receivables and other receivables from related parties and refundable deposits.

  • 2) The balances include financial liabilities measured at amortized cost, which comprise notes payable, trade payables, trade payables from related parties, payables for purchases of equipment and guarantee deposits.

-229-

c. Financial risk management objectives and policies

The Company’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables and trade payables. The Company’s Financial Department provides services to the business, coordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

The Company’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Company watches out for the fluctuation of market exchange rates, and takes appropriate actions to manage the exchange rate risk.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 31.

Sensitivity analysis

The Company was mainly exposed to the RMB, USD, EUR, AUD, CHF and SGD.

The following table details the Company’s sensitivity to a 3% increase or decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. A change of 3% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis used the outstanding foreign currency denominated monetary items at the end of the reporting period and assumed the exchange rates at the end of the reporting period changed by 3% increase or decrease. The amount below indicates an increase (decrease) in pre-tax profit associated with the New Taiwan dollar weakening 3% against the relevant currency. For a 3% strengthening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.

Profit or loss
Profit or loss
RMB Impact
For the Year Ended
December 31
2019
2018
$ 1,161 (i)
$ 683 (i)
EUR Impact
For the Year Ended
December 31
2019
2018
$ 2,349 (iii) $ 1,378 (iii)
USD Impact
For the Year Ended
**December 31 **
2019
2018
$ 15,200 (ii)
$ 8,736 (ii)
AUD Impact
For the Year Ended
**December 31 **
2019
2018
$ 817 (iv) $ 2,707 (iv)

-230-

Profit or loss CHF Impact
For the Year Ended
December 31
2019
2018
$ 1,244 (v)
$ - (v)
SGD Impact
For the Year Ended
**December 31 **
2019
2018
$ (348) (vi) $ (338) (vi)
  • i. This was mainly attributable to the exposure of outstanding RMB bank deposits which were not hedged at the end of the reporting period.

  • ii. This was mainly attributable to the exposure of outstanding USD bank deposits and payables which were not hedged at the end of the reporting period.

  • iii. This was mainly attributable to the exposure of outstanding EUR bank deposits and payables which were not hedged at the end of the reporting period.

  • iv. This was mainly attributable to the exposure of outstanding AUD bank deposits and payables which were not hedged at the end of the reporting period.

  • v. This was mainly attributable to the exposure of outstanding CHF bank deposits which were not hedged at the end of the reporting period.

  • vi. This was mainly attributable to the exposure of outstanding SGD payables which were not hedged at the end of the reporting period.

  • b) Interest rate risk

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting periods were as follows.

Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
December 31
2019
2018
$ 987,086
$ 437,147
81,653
5,130
1,022,700
928,600

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate assets, the analysis was prepared assuming the amount of the asset outstanding at the end of the reporting period was outstanding for the whole year. A 1% basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2019 and 2018 would increase/decrease by $10,227 thousand and $9,286 thousand, respectively.

-231-

c) Other price risk

The Company was exposed to equity price risk due to its investments in listed equity securities and mutual funds. The Company has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 1% higher/lower, pre-tax profit for the years ended December 31,2019 and 2018 would have increased/decreased by $5,640 thousand and $4,648 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2019 and 2018 would have increased/decreased by $1,032 thousand and $1,218 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Company could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The amount of contingent liabilities in relation to financial guarantees issued by the Company.

In order to minimize credit risk, management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts.

The Company’s concentration of credit risk of 79% and 77% in total trade receivables as of December 31, 2019 and 2018, was related to the Company’s four largest customers.

The table below analyzes the collaterals held as security and other credit enhancements, and their financial effect in respect of the financial assets recognized in the Company’s balance sheets:

December 31, 2019

Carrying
Amount
Credit-impaired financial
instruments according to
impairment criteria in
IFRS 9
Receivables
$ 2,148,846
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 35,703
$ 391
$ 36,094

-232-

December 31, 2018

Carrying
Amount
Credit-impaired financial
instruments according to
impairment criteria in
IFRS 9
Receivables
$ 1,984,733
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 54,812
$ 11,189
$ 66,001

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2019 and 2018, the Company had available unutilized bank loan facilities in the amounts of $2,033,591 thousand and $2,585,204 thousand, respectively.

Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from interest rate curve at the end of the reporting period.

December 31, 2019

On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-interest bearing
$ 304,351
$ 614,203
$ 46,723

Lease liabilities
19,334
870
6,086
Contract liabilities

5,012

10,023

-

$ 328,697
$ 625,096
$ 52,809
1-5 Years
$ 150
56,904

-
$ 57,054

-233-

December 31, 2018

On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-interest bearing
$ 81,293
$ 176,243
$ 731,639

Finance lease liabilities
168
336
1,512
Contract liabilities

2,665

5,330

-

$ 84,126
$ 181,909
$ 733,151
1-5 Years
$ -
3,956

-
$ 3,956

The amount included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

29. TRANSACTIONS WITH RELATED PARTIES

The transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:

  • a. Related parties and relationships
Name of Related Party
Standard Dairy Products
Standard Beverage
Dermalab Corporation
GeneFerm Biotechnology Co., Ltd. (“GeneFerm”)
Standard Investment (China) Co., Ltd. (“China Standard
Investment”)
Shanghai Le Ben Tuo Health Technology Co., Ltd.
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
The Company is one of the directors
Subsidiary
Subsidiary
  • b. Operating revenue
Line Items
Related Party Category/Name
Sales
Subsidiaries
Standard Dairy Products
Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 1,470,332

922

$ 1,471,254
2018
$ 1,506,386

6,480
$ 1,512,866

Sales to related parties were conducted on normal commercial terms.

-234-

c. Purchases of goods

Related Party Category/Name
Subsidiaries
Standard Dairy Products
Others
The Company is one of the directors
GeneFerm
For the Year Ended For the Year Ended December 31


2019
$ 917,346

1,756

48,186

$ 967,288
2018
$ 739,330
7,532
25,529
$ 772,391

Purchases from related parties were conducted on normal commercial terms.

  • d. Receivables from related parties
Line Items
Related Party Category/Name
Trade receivables
Subsidiaries
Standard Dairy Products
Other receivables
Subsidiaries
Standard Dairy Products
Others
December 31 December 31



2019
$ 141,484

$ 3,127

115

$ 3,242
2018
$ 174,492
$ 3,819

139
$ 3,958

The outstanding receivables from related parties are unsecured. For the years ended December 31, 2019 and 2018, no impairment loss was recognized on receivables from related parties.

  • e. Payables to related parties
Line Items
Related Party Category/Name
Trade payables
Subsidiaries
Standard Beverage
Dermalab S.A
The Company is one of the directors
GeneFerm
December 31 December 31


2019
$ -

-
26,141

$ 26,141
2018
$ 307
4,747

8,602
$ 13,656

The outstanding payables from related parties are unsecured.

-235-

  • f. Endorsements and guarantees

Endorsements and guarantees provided by the Company

Related Party Category/Name
Subsidiaries
Standard Beverage
Amount endorsed
Amount utilized
Subsidiaries
Accession Limited
Amount endorsed
Amount utilized
December 31
2019
2018
$ 149,900
$ 153,575
20,000
22,000
29,980
184,290
-
-
  • g. Other transactions with related parties
Line Items
Related Party Category/Name
Royalty revenue
Subsidiaries
Standard Dairy Products
Service revenue
Subsidiaries
Standard Beverage
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2019
$ 9,146

$ 1,320
2018
$ 8,667
$ 1,320
  • h. Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Year Ended For the Year Ended December 31


2019
$ 45,293


522

$ 45,815
2018
$ 40,280
533
$ 40,813

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2019 were as follows:

  • a. The Company has entered into a license agreement with The Quaker Oats Company (“Quaker”) for a period ending July 11, 2029. The agreement provides that the Company may use Quaker’s trademark, and process, manufacture, market and sell Quaker baby cereal, oatmeal, fruit cereal, ready-to-eat cereal, sesame paste, milk powder and other cereal products in the ROC. In consideration of the above, the Company shall pay Quaker royalties at an agreed percentage of net sales (as defined).

  • b. Unused letters of credit of approximately US$1,857 thousand.

-236-

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $92,946 thousand.

  • d. Unrecognized commitments for acquiring approximately 46,391 tons of colostrum from dairymen.

31. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant assets and liabilities denominated in foreign currencies other than functional currency of the Company and the exchange rates between foreign currencies and functional currency were as follows:

December 31, 2019

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 16,901
29.98 (USD:NTD)

RMB
8,987
4.31 (RMB:NTD)
EUR
2,331
33.59 (EUR:NTD)
AUD
2,058
21.01 (AUD:NTD)
CHF
1,341
30.93 (CHF:NTD)


Non-monetary items
Investments accounted for using the
equity method
RMB
2,027,023
4.31 (RMB:NTD)

Financial liabilities
Monetary items
AUD
762
21.01 (AUD:NTD)

SGD
520
22.28 (SGD:NTD)


December 31, 2018
Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 9,678
30.72 (USD:NTD)

RMB
5,094
4.47 (RMB:NTD)
EUR
1,661
35.20 (EUR:NTD)
AUD
4,717
21.67 (AUD:NTD)

Carrying
Amount
$ 506,678
38,690
78,303
43,235

41,472
$ 708,378
$ 8,710,333
$ 16,002

11,586
$ 27,588
Carrying
Amount
$ 297,260
22,780
58,453

102,184
$ 480,677
(Continued)

-237-

Foreign
Currencies
Exchange Rate
Non-monetary items
Investments accounted for using the
equity method
RMB
$ 1,867,769
4.48 (RMB:NTD)

Financial liabilities
Monetary items
USD
198
30.72 (USD:NTD)

EUR
356
35.20 (EUR:NTD)
AUD
551
21.67 (AUD:NTD)
SGD
501
22.48 (SGD:NTD)

Carrying
Amount
$ 8,358,541
$ 6,067
12,535
11,944

11,262
$ 41,808
(Concluded)

The significant realized and unrealized foreign exchange gains (losses) were as follows:

Foreign
Currencies
USD
RMB
EUR
AUD
CHF
SGD
Others
For the Year Ended December 31 For the Year Ended December 31
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
29.98 (USD:NTD)
$ (13,549)
4.31 (RMB:NTD)
16
33.59 (EUR:NTD)
344
21.01 (AUD:NTD)
861
30.93 (CHF:NTD)
(961)
22.68 (SGD:NTD)
11

139
$ (13,139)
2018
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
30.72 (USD:NTD)
$ 4,887
4.47 (RMB:NTD)
1,215
35.20 (EUR:NTD)
(1,296)
21.67 (AUD:NTD)
(1,975)
31.19 (CHF:NTD)
34
22.48 (SGD:NTD)
(29)

1,329
$ 4,165

32. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financings provided: See Table 1 attached.

  • 2) Endorsement/guarantee provided: See Table 2 attached.

  • 3) Marketable securities held (excluding investments in subsidiaries): See Table 3 attached.

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

-238-

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 4 attached.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 5 attached.

  • 9) Information on investees (excluding investees of mainland China): See Table 6 attached.

  • b. Information on investment in mainland China

  • 1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 7 attached.

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.

-239-

FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note (Continued)
Aggregate
Financing
Limits
(Note 3)

$ 6,350,870
(Note 3)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,227,427
(Note 5)
1,227,427
(Note 5)
1,227,427
(Note 5)
3,492,091
(Note 6)
3,492,091
(Note 6)
88,844
(Note 7)
11,640
(Note 8)
210,049
(Note 9)
131,101
(Note 10)
Financing Limit
for Each
Borrower
(Note 3)

$ 6,350,870
(Note 3)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,664,013
(Note 4)
1,227,427
(Note 5)
1,227,427
(Note 5)
1,227,427
(Note 5)
3,492,091
(Note 6)
3,492,091
(Note 6)
88,844
(Note 7)
11,640
(Note 8)
210,049
(Note 9)
131,101
(Note 10)
Collateral Value $ - -
-
-
-
-
-
-
-
-
- - - -
Item - -
-
-
-
-
-
-
-
-
- - - -
Allowance for
Impairment
Loss
$ -
-

-

-

-

-

-

-

-

-

-

-

-

-
Reasons for
Short-term
Financing
Need for operation Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation
Need for operation Need for operation Need for operation Need for operation
Business
Transaction
Amounts
$ - -
-
-
-
-
-
-
-
-
- - - -
Nature of
Financing
(Note 2)
b. b.
b.
b.
b.
b.
b.
b.
b.
b.
b. b. b. b.
Interest
Rate
0.00% 2.50%
2.50%
2.50%
2.50%
2.50%
2.50%
2.50%
0.00%
1.90%
2.50% 2.50% 2.50% 2.50%
Actual
Borrowing
Amount
$ - 79,891
238,507
348,188
85,950
-
116,299
451,238
-
-
- - 658 597
Ending Balance $ 46,387 85,950
687,600
429,750
85,950
-
623,138
451,238
-
-
21,488 8,595 171,900 85,950
Highest Balance
for the Period
$ 47,783 92,048
736,384
460,240
92,048
483,252
667,348
474,390
185,370
70,081
23,012 9,205 184,096 92,048
Related
Parties
Y Y
Y
Y
Y
Y
Y
Y
Y
Y
Y Y Y Y
Financial Statement
Account
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties

Financing receivables
- related parties
Financing receivables
- related parties

Financing receivables
- related parties

Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties

Financing receivables
- related parties

Financing receivables
- related parties

Financing receivables
- related parties

Financing receivables
- related parties
Borrower Dermalab S.A.
Shanghai
Dermalab
Corporation
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Foods
(China) Co., Ltd.
Shanghai Le Ben
Tuo Health
Technology Co.,
Ltd.
Standard Foods
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Shanghai Standard
Foods Co., Ltd.
Dermalab S.A.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Lender Standard Foods
Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Shanghai Standard
Foods Co., Ltd.
Accession Limited Shanghai Le Ben
Tuo Health
Technology
Co., Ltd.
Shanghai Le Ben
De Health
Technology Co.,
Ltd.
Shanghai Le Ho
Industrial Co.,
Ltd.
Shanghai Le Min
Industrial Co.,
Ltd.
No.
(Note 1)
0 1 2 3 4 5 6 7

-240-

-241-

ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note Note Note 1:
“0” for the Company, subsidiaries are numbered from “1”.
Note 2:
Relationships between the endorsement/guarantee provider and the guaranteed party:
a.
Trading partner.
b.
Majority owned subsidiary.
c.
The Company and subsidiary owns over 50% ownership of the investee company.
d.
A subsidiary jointly owned by the Company and company’s directly-owned subsidiary.
e.
Guaranteed by the Company according to construction contract.
f.
Investee company. The guarantees were provided based on the Company’s proportionate share in an investee company.
Note 3:
The total amount shall not exceed 80% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $12,701,740 thousand (the net value per financial statements of $15,877,175 thousand x 80% as of September 30, 2019).
Note 4:
The total amount shall not exceed 100% of the net value in the financial statements of Standard Foods Corporation; the amount was calculated at $15,877,175 thousand (the net value per financial statements of $15,877,175 thousand x 100% as of September 30, 2019).
Note 5:
Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.
Guarantee
Provided to
Subsidiaries in
Mainland China
(Note 9)
-
-
Guarantee
Provided by
Subsidiary
(Note 9)
-
-
Guarantee
Provided by
Parent Company
(Note 9)
Y
Y

Maximum
Endorsement/
Guarantee
Amount
$ 15,877,175
(Note 4)
15,877,175
(Note 4)
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity per Latest
Financial
Statements
0.19%
0.94%
Amount of
Endorsement/
Guarantee
Collateralized by
Properties
$ -
-
Amount Actually
Drawn
$ -
20,000
Ending Balance 29,980
149,900
Maximum
Balance for the
Period
$ 184,620
158,000
Limits on
Endorsement/
Guarantee
Amount
Provided to Each
Guaranteed
Party

$ 12,701,740
(Note 3)
12,701,740
(Note 3)
Guaranteed Party
Nature of
Relationship
(Note 2)
b.
b.

Name
Accession Limited
Standard Beverage Company
Limited
Endorsement/Guarantee
Provider
Standard Foods Corporation
No.
(Note 1)
0

-242-

MARKETABLE SECURITIES HELD
DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Note (Continued)
December 31, 2019 Fair Value $ 16,479
5,346
65,640
15,702
33,021
211,216
270,122
42,034
-
-
-
4,619
2,956
-
-
-

Percentage of
Ownership

-
-
7.8
0.3
-
-
-
-
1.9
0.9
5.5
1.9
7.0
0.2
7.8
1.0

Carrying
Amount
$ 16,479
5,346
65,640
15,702
33,021
211,216
270,122
42,034
-
-
-
4,619
2,956
-
-
-
Shares 1,379,027
48,600
2,145,110
1,243,213
2,430,814
14,196,913
21,453,425
2,736,051
Note 1
500,000
2,424,242
850,500
180,376
11,200
800,000
107,815
Financial Statement Account Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Relationship with the
Holding Company
The Company is one of the
directors
Type and Name of Marketable Securities Shares
Far Eastern International Commercial Bank
Co., Ltd.
Chunghwa Telecom Co., Ltd.
GeneFerm Biotechnology Co., Ltd.
Dah Chung Bills Finance Corp.
Mutual funds
Taishin 1699 Money Market Fund
Jih Sun Money Market Fund
Mega Diamond Money Market Fund
FSITC Taiwan Money Market Fund
Walden VC 2, L.P.
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Global Strategic Investment Co., Ltd.
Paradigm Venture Capital Corporation
U-Teck Environment Corporation, Ltd.
Octamer, Inc. - Series E Preferred Stock
Octamer, Inc. - Series F Preferred Stock
Holding Company Name Standard Foods Corporation

-243-

Note Note 2 (Continued)
December 31, 2019 Fair Value $ -
-
-
-
-
-
45,153
30,007
464,195
9,126
19,198
106,772
29,790
11,270
18,958
-
-

Percentage of
Ownership

1.2
1.2
1.2
1.3
1.3
1.2
-
-
0.7
-
-
2.0
-
-
-
23.7
6.0

Carrying
Amount
$ -
-
-
-
-
-
45,153
30,007
464,195
9,126
19,198
106,772
29,790
11,270
18,958
-
-
Shares 3,455
71,397
29,173
31,135
29,102
12,938
3,034,955
1,953,197
6,669,471
91,440
803,258
1,596,000
90,000
1,000,000
1,453,360
8,297,000
1,000,000
Financial Statement Account Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - non-current
Financial assets at fair value through profit
or loss - non-current
Relationship with the
Holding Company
Parent of Charng Hui Ltd.
Charng Hui Ltd. is one of the
directors
Charng Hui Ltd. is one of the
directors
Type and Name of Marketable Securities Fortemedia, Inc. - Series D Preferred Stock
Fortemedia, Inc. - Series E Preferred Stock
Fortemedia, Inc. - Series F Preferred Stock
Fortemedia, Inc. - Series G Preferred Stock
Fortemedia, Inc. - Series I Preferred Stock
Fortemedia, Inc. - Series - Common Stock
Mutual funds
Jih Sun Money Market Fund
FSITC Diamond Money Market
Shares
Standard Foods Corporation
Formosa Plastics Corporation
China Steel Corporation
Polytronics Technology Corp.
Taiwan Semiconductor Manufacturing Co., Ltd.
Mutual funds
Fuh Hwa Global Strategic Allocation FoF
Franklin Templeton SinoAm Franklin Templeton
Global Bond Fund of Funds-Accu.
Shares
Hong Da Leasing & Finance Co., Ltd.
CNEX Co., Ltd.
Holding Company Name Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.

-244-

Note
December 31, 2019 Fair Value $ 2,201
3,691
107,424
929

Percentage of
Ownership

-
-
13.4
0.7

Carrying
Amount
$ 2,201
3,691
107,424
929
Shares 225,000
282,988
3,600,000
200
Financial Statement Account Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Relationship with the
Holding Company
Type and Name of Marketable Securities Mutual funds
Fuh Hwa Greater China Mid & Small Cap
Franklin Templeton SinoAm Global Bd Acc
Shares
InnoComm Mobile Technology Corp.
Shares
AsiaVest Liquidation Co.
Holding Company Name Standard Beverage Company
Limited
Domex Technology Corporation
Accession Limited

-245-

Note Note Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note:
The amounts presented above were eliminated upon consolidation.
Notes/Accounts Payable
(Receivable)

% to
Total
6.17
-
40.45
-
96.61
64.38
15.00
4.94
99.65
50.82
38.08
16.84
83.15
33.54
Ending Balance $ 141,484
-
(141,484)
-
491,530
(161,842)
(491,530)
161,842
1,665,818
(1,665,818)
(222,633)
222,633
1,099,150
(1,099,150)
Abnormal Transaction Payment Terms -
-
-
-
-
-
-
-
-
-
-
-
-
Unit Price -
-
-
-
-
-
-
-
-
-
-
-
-
Transaction Details Payment Terms 55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
55 days after month end closing
(net of receivables and
payables)
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
55 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
60 days after month-end closing
% to
Total
11.19
12.24
59.38
25.66
78.07
21.46
16.51
2.95
98.62
49.16
8.78
8.64
75.44
34.20
Amount $ (1,470,332)
917,346
1,470,332
(917,346)
(1,735,989)
397,459
1,735,989
(397,459)
(5,160,756)
5,160,756
411,285
(411,285)
(3,589,545)
3,589,545
Purchases
(Sales)
Sales
Purchases
Purchases
Sales
Sales
Purchases

Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Nature of Relationships The Company’s subsidiary
Parent company of Standard
Dairy Products Taiwan
Limited
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Standard
Investment (China) Co., Ltd.
Parent company of Standard
Foods (China) Co., Ltd.
Standard Investment (China)
Co., Ltd.’s subsidiary
Parent company of Standard
Foods (China) Co., Ltd.
Parent company of Standard
Foods (Xiamen) Co., Ltd.
Standard Investment (China)
Co., Ltd.’s subsidiary
Standard Investment (China)
Co., Ltd.’s subsidiary
Related Party Standard Dairy Products
Taiwan Limited
Standard Foods Corporation
Standard Investment
(China) Co., Ltd.
Shanghai Standard Foods
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods (China)
Co., Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Standard Foods (China)
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Company Name Standard Foods Corporation
Standard Dairy Products
Taiwan Limited
Shanghai Standard Foods Co.,
Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Foods (Xiamen) Co.,
Ltd.
Standard Investment (China)
Co., Ltd.

-246-

Note Note Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 1:
Amounts received before March 18, 2020.
Note 2:
The amounts presented above were eliminated upon consolidation.
Allowance for
Bad Debts
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
Amounts Received in
Subsequent Period

$ 141,484 (Note 1)

3,127 (Note 1)
$ 144,611 (Note 1)
$ 202,729 (Note 1)
- (Note 1)

- (Note 1)
$ 202,729 (Note 1)
$ 6,647 (Note 1)
- (Note 1)

- (Note 1)
$ 6,647 (Note 1)
$ 8,456 (Note 1)

- (Note 1)
$ 8,456 (Note 1)
$ 816,964 (Note 1)

34,798 (Note 1)
$ 851,762 (Note 1)
$ 93 (Note 1)
- (Note 1)

- (Note 1)
$ 93 (Note 1)
$ 28 (Note 1)
- (Note 1)

- (Note 1)
$ 28 (Note 1)
$ 952,155 (Note 1)

10,869 (Note 1)
$ 963,024 (Note 1)
$ 101,261 (Note 1)

- (Note 1)
$ 101,261 (Note 1)
$ 222,633 (Note 1)
Overdue Actions Taken
Amount $ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
-
-
$ -
$ -
-
-
$ -
$ -
-
$ -
$ -
-
$ -
$ -
Turnover
Rate
9.31
3.39
3.51
3.69
3.06
4.07
22.72
5.81
4.91
1.80
Ending Balance for Account Receivable - Related
Parties
Trade receivables
$ 141,484
Other receivables

3,127
$ 144,611
Trade receivables
$ 491,530
Financing receivables
116,299
Other receivables

59,364
$ 667,193
Trade receivables
$ 6,647
Financing receivables
451,238
Other receivables

6,549
$ 464,434
Trade receivables
$ 8,456
Other receivables
618
$ 9,074
Trade receivables
$ 1,665,818
Other receivables

34,798
$ 1,700,616
Trade receivables
$ 93
Financing receivables
348,188
Other receivables

14,179
$ 362,460
Trade receivables
$ 28
Financing receivables
238,507
Other receivables

12,284
$ 250,819
Trade receivables
$ 1,099,150
Other receivables

13,165
$ 1,112,315
Trade receivables
$ 161,842
Other receivables

40,698
$ 202,540
Trade receivables
$ 222,633
Nature of Relationships The Company’s subsidiary
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Shanghai
Standard Foods Co., Ltd.
Brother company of Shanghai
Standard Foods Co., Ltd.
Parent company of Standard Foods
(China) Co., Ltd.
Standard Investment (China) Co.,
Ltd.’s subsidiary
Standard Investment (China) Co.,
Ltd.’s subsidiary
Parent company of Standard Foods
(Xiamen) Co., Ltd.
Brother company of Standard
Investment (China) Co., Ltd.
Brother company of Standard
Foods (Xiamen) Co., Ltd.
Related Party Standard Dairy Products Taiwan
Limited
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Investment (China) Co., Ltd.
Shanghai Standard Foods Co., Ltd.
Standard Foods (China) Co., Ltd.
Company Name Standard Foods Corporation
Shanghai Standard Foods Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.

-247-

Note Note Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
Note 1:
This amount was the share of profit of the investee of $74,585 thousand minus the unrealized gain on sidestream transactions of $7,211 thousand.
Note 2:
This amount was the share of profit of the investee of $447,084 thousand minus the unrealized gain on sidestream transactions of $2,341 thousand.
Note 3:
This amount was the share of profit of the investee of $2,350 thousand plus the realized gain on upstream transactions of $503 thousand.
Note 4:
This is a limited company with no issued shares.
Share of
Profits (Loss)
$ 67,374
(Note 1)

658,622

449,425
(Note 2)

5,483

34,507

1,847
(Note 3)

(2,979)
Net Income
(Loss) of the
Investee
$ 74,585

658,622

447,084

22,157

66,347

2,350

(2,979)

7,694

-

658,817
As of December 31 2019
Carrying
Amount
$ 3,381,908
5,220,048
1,000,126
290,480
247,879
82,342
8,781
174,559
-
5,219,208
,
%
100
100
100
100
52
100
100
100
100
100

Shares
123,600,000
150,124,815
30,000,000
24,100,000
10,374,399

7,907,000

Note 4

2,600

3,000
150,050,815
Original Investment Amount
December 31,
2018
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

266,587

96

4,708,566

December 31,
2019
$ 3,936,267
4,710,865
300,853
230,000
114,116
79,072
14,350
266,587
96
4,708,566
Main Businesses and Products Investment business
Investment business
Manufacture and sale of dairy products and beverages
Investment business
Manufacture and sale of computer peripherals and
computer and information products
Manufacture and sale of beverages
Sale of health foods
Development and sale of cosmetics
Sale of cosmetics
Investment business
Location Tortola, British Virgin Islands
Grand Cayman, Cayman Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Yilan, Taiwan
Switzerland
Spain
Hong Kong
Investee Company Accession Limited
Standard Investment (Cayman) Limited
Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.
Domex Technology Corporation
Standard Beverage Company Limited
Le Bonta Wellness International
Corporation
Dermalab S.A.
Swissderma SL
Standard Corporation (Hong Kong)
Limited
Investor Company Standard Foods Corporation
Accession Limited
Dermalab S.A.
Standard Investment
(Cayman) Limited

-248-

Note Note
$8,919,525
$8,919,525
Unlimited amount of investment (Note 10)
Note 1:
The methods for engaging in investment in mainland China include the following:
a.
Direct investment in mainland China.
b.
Indirect investment in mainland China through companies registered in a third region.
c.
Other methods.
Accumulated
Repatriation of
Investment
Income as of
December 31,
2019
$ -
-
-
-
-
-
-
-
-
Carrying Amount
as of
December 31,
2019
$ 2,992,501
4,391,390
1,834,068
(10,779)
211,188
28,649
1,328,982
509,309
317,638
Investment
Gain (Loss)
(Note 2)
$ 65,798
(Note 9)
683,014
(Note 9)
149,001
(Note 9)
(7,976)
(Note 9)
(43,466)
(Note 9)
706
(Note 9)
165,369
(Note 9)
(14,666)
(Note 9)
(9,392)
(Note 9)

% Ownership
of Direct or
Indirect
Investment
100.0
99.0
99.0
99.0
99.5
100.0
99.0
100.0
100.0

Net Income (Loss)
of the Investee
$ 69,321
689,913
162,562
(8,057)
(43,680)
706
175,986
(14,666)
(9,392)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
$ 3,949,575
(Note 4)
3,718,677
(Note 5)
-
(Note 6)
-
(Note 6)
181,048
(Note 7)
31,220
(Note 4)
-
(Note 6)
607,717
(Note 5)
378,009
(Note 5)
Remittance of Funds Inward $ -
-
-
-
-
-
-
-
-
Upper Limit on the Amount of Investment
Stipulated by Investment Commission, MOEA
Unlimited amount of investment (Note 10)
Outward $ -
-
-
-
-
-
-
-
-
Accumulated
Outward
Remittance for
Investment
from Taiwan as
of January 1,
2019
$ 3,949,575
(Note 4)
3,718,677
(Note 5)
-
(Note 6)
-
(Note 6)
181,048
(Note 7)
31,220
(Note 4)
-
(Note 6)
607,717
(Note 5)
378,009
(Note 5)
Method of
Investment
(Note 1)
b.
(Note 3)
b.
(Note 5)
c.
(Note 6)
c.
(Note 6)
1 and c.
(Note 7)
c.
(Note 4 and 8)
c.
(Note 6)
b.
(Note 5)
b.
(Note 5)
Investment Amounts Authorized by
Investment Commission, MOEA
$8,919,525
Paid-in Capital $ 3,949,575
3,755,530
1,631,668
57,205
380,418
31,220
1,307,582
607,717
378,009
Main Businesses and Products Manufacture and sale of edible oil
products and nutritional foods
Investment and sales of edible oil
products and nutritional foods
Manufacture and sale of edible oil
products and nutritional foods
Sale of nutritional foods,
cosmetics and international
trading
Sale of nutritional foods and
international trading
Sale of nutritional foods and
international trading
Manufacture and sale of edible oil
products and nutritional foods
Property management
Property management
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2019

$8,919,525
Investee Company Shanghai Standard Foods Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
Shanghai Le Ben De Health
Technology Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.

-249-

-250-

STANDARD FOODS CORPORATION

THE CONTENTS OF SCHEDULES OF MAJOR ACCOUNTING ITEMS

Item
Major Accounting Items in Assets, Liabilities and Equity
Schedule of cash and cash equivalents
Schedule of financial assets at fair value through profit or loss - current
Schedule of financial assets at fair value through other comprehensive income - current
Schedule of financial assets at amortized cost - current
Schedule of trade receivables
Schedule of inventories
Schedule of financial assets at fair value through profit or loss - non-current
Schedule of financial assets at fair value through other comprehensive income -
non-current
Schedule of changes in investments accounted for using the equity method
Schedule of changes in right-of-use assets
Schedule of trade payables
Schedule of lease liabilities
Major Accounting Items in Profit or Loss
Schedule of operating revenue
Schedule of operating costs
Schedule of operating expenses
Schedule of labor, depreciation and amortization by function
**Schedule Index **
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16

-251-

SCHEDULE 1

STANDARD FOODS CORPORATION

SCHEDULE OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Item
Description
Interest Rate
Cash on hand

Cash in banks
Checking account deposits
Demand deposits
0.010%-0.350%
Foreign currency demand
deposits
Including US$2,219 thousand @29.98,
EUR2,331 thousand @33.59,
AUD1,054 thousand @21.01,
RMB1,350 thousand @4.31 and
CHF1,341 thousand @30.93
0.001%-0.500%

Cash equivalents
Foreign time deposits
Including US$3,800 thousand @29.98
and RMB4,000 thousand @4.31
2.250%-3.220%
Repurchase agreements
collateralized by bonds
Expiry in January 2020
0.550%-0.560%

Amount
$ 1,432
5,951

3,203
214,254
223,408

131,144
268,447
399,591
$ 624,431

-252-

DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Fair Value
Changes in Fair
Value Attributed
Name of Financial Assets
Shares/Units
Par Value (NT$)
Total Amount
Acquisition Cost
Unit Price
Total Amount
to Credit Risk
Note
Mutual fund
Mega Diamond Money Market Fund
21,453,425.21
12.59
$ 270,122
$ 270,000
12.59
$ 270,122
$ 122
Jih Sun Money Market Fund
14,196,912.97
14.88
211,216
211,067
14.88
211,216
149
Taishin 1699 Money Market Fund
2,430,813.88
13.58
33,021
33,000
13.58
33,021
21
FSITC Taiwan Money Market Fund
2,736,051.23
15.36
42,034

42,016
15.36
42,034
18
40,817,203.29
$ 556,393
$ 556,083
$ 556,393
$ 310

-253-

DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Accumulated
Fair Value
Name of Financial Assets
Shares
Par Value (NT$)
Total Amount
Acquisition Cost
Impairment
Unit Price
Total Amount
Listed shares
Chunghwa Telecom Co., Ltd.
48,600
10.00
$ 486
$ 4,063
$ -
110.00
$ 5,346
Far Eastern International Commercial Bank Co., Ltd.
1,379,027
10.00

13,790

17,114

-
11.95

16,479
$ 14,276
$ 21,177
$ -
$ 21,825

-254-

Remark Floating Floating Floating Floating Floating Floating Fixed Floating Floating Fixed (@29.98) Fixed (@29.98) Fixed (@29.98) Fixed (@29.98) Fixed (@29.98) Fixed Floating Floating Floating Floating Fixed (@4.31) Fixed (@29.98) Fixed (@29.98) Fixed (@21.01) Fixed (@21.01)
Book Value $ 8,700 9,800 44,100 29,400 9,800 34,300 39,200 44,100 44,100 74,950 59,960 41,972 29,980 29,980 200,000 349,300 99,800 199,600 149,700 15,498 59,960 14,990
21,005
$ 1,610,195
Annual Interest Rate 1.06% 1.06% 1.06% 1.06% 1.06% 1.06% 1.05% 1.06% 1.06% 2.28% 2.28% 2.53% 2.53% 2.52% 0.80% 0.79% 0.79% 0.79% 0.79% 2.85% 2.25% 2.25% 1.29%
Total Amount $ 8,700 9,800 44,100 29,400 9,800 34,300 39,200 44,100 44,100 74,950 59,960 41,972 29,980 29,980 200,000 349,300 99,800 199,600 149,700 15,498 59,960 14,990 21,005 $ 1,610,195
Currencies NTD NTD NTD NTD NTD NTD NTD NTD NTD USD USD USD USD USD NTD NTD NTD NTD NTD RMB USD USD AUD
Par Value $ 2,900 4,900 4,900 4,900 4,900 4,900 4,900 4,900 4,900 2,500 1,000 1,400 1,000 1,000 200,000 4,990 4,990 4,990 4,990 3,600 1,000 500 1,000
Number 3 2 9 6 2 7 8 9 9 1 2 1 1 1 1 70 20 40 30 1 2 1 1
Description Expiry in October 2020, maturity interest Expiry in October 2020, maturity interest Expiry in November 2020, maturity interest Expiry in December 2020, maturity interest Expiry in January 2020, maturity interest Expiry in February 2020, maturity interest Expiry in March 2020, maturity interest Expiry in April 2020, maturity interest Expiry in August 2020, maturity interest Expiry in November 2020, maturity interest Expiry in November 2020, maturity interest Expiry in March 2020, maturity interest Expiry in March 2020, maturity interest Expiry in March 2020, maturity interest Expiry in February 2020, maturity interest Expiry in February 2020, maturity interest Expiry in June 2020, maturity interest Expiry in March 2020, maturity interest Expiry in April 2020, maturity interest Expiry in January 2020, maturity interest Expiry in May 2020, maturity interest Expiry in May 2020, maturity interest Expiry in March 2020, maturity interest
Name Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank time deposit Far Eastern International Bank foreign currency time deposit Far Eastern International Bank foreign currency time deposit Far Eastern International Bank foreign currency time deposit Far Eastern International Bank foreign currency time deposit Far Eastern International Bank foreign currency time deposit HSBC Bank (Taiwan) Limited foreign currency time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit The Shanghai Commercial & Saving Bank time deposit Bank of China Limited foreign currency time deposit Taishin International Bank foreign currency time deposit Taishin International Bank foreign currency time deposit Taishin International Bank foreign currency time deposit

-255-

SCHEDULE 5

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE RECEIVABLES DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Client Name
Unrelated parties
Company A

Company B
Company C
Company D
Others (Note)

Less: Allowance for impairment loss


Related party
Standard Dairy Products Taiwan Limited
Amount
$ 661,937
420,706
163,785
455,620

448,131
2,150,179

(1,333)
$ 2,148,846
$ 141,484

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

-256-

SCHEDULE 6

STANDARD FOODS CORPORATION

SCHEDULE OF INVENTORIES DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Item
Merchandise
Finished goods
Work in progress
Raw materials
Packaging materials
Amount


Cost
Net Realizable
Value
$ 463,267
$ 665,312
829,612
1,618,365
132,498
268,562
462,095
896,212
39,299

63,548
$ 1,926,771
$ 3,511,999

-257-

Remark Note Note - - - - - - - - - -
Accumulated Impairment - - - - - - - - - - - - -
Collateral Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Balance, December 31, 2019 Shares/Units
Fair Value
850,500
$ 4,619
180,376
2,956
2,424,242
-
500,000
-
11,200
-
800,000
-
107,815
-
3,455
-
71,397
-
29,173
-
31,135
-
29,102
-
12,938

-
$ 7,575
Accumulated Reversal of Impairment Loss $ - - - - - - - - - - - -
-
$ -
Deduction Shares/Units
Amount
-
$ 586
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
$ 586
Balance, January 1, 2019
Addition
Investees
Shares/Units
Fair Value
Shares/Units
Amount
Global Strategic Investment Co., Ltd.
850,500
$ 5,205
-
$ -
Paradigm Venture Capital Corporation
180,376
2,110
-
846
Authenex, Inc.
2,424,242
-
-
-
Techgains Pan-Pacific Corporation
500,000
-
-
-
U-Teck Environment Corporation, Ltd.
11,200
-
-
-
Octamer, Inc. - Series E preferred stock
800,000
-
-
-
Octamer, Inc. - Series F preferred stock
107,815
-
-
-
ForteMedia, Inc. - Series D preferred stock
3,455
-
-
-
ForteMedia, Inc. - Series E preferred stock
71,397
-
-
-
ForteMedia, Inc. - Series F preferred stock
29,173
-
-
-
ForteMedia, Inc. - Series G preferred stock
31,135
-
-
-
ForteMedia, Inc. - Series I preferred stock
29,102
-
-
-
ForteMedia - common stock
12,938

-
-

-
$ 7,315
$ 846
Note:
The amount of investment in the investee increased/decreased due to the changes in the fair value.

-258-

FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars)
Balance, January 1, 2019
Addition
Deduction
Unrealized
Balance, December 31, 2019
Accumulated
Item
Shares
Fair Value
Shares
Amount
Shares
Amount
Gain (Loss)
Shares
Fair Value
Impairment
Collateral
Remark
Emerging market shares
GeneFerm Biotechnology
Co., Ltd.
2,145,110
$ 90,095
-
$ -
-
$ -
$ (24,455)
2,145,110
$ 65,640
$ -
Nil
Dah Chung Bills Finance Corp
1,243,213

12,805
-

-
-

-

2,897
1,243,213

15,702

-
Nil
$102,900
$ -
$ -
$(21,558)
$81,342
$ -

-259-

Net Assets Value Balance, January 1, 2019
Addition
Decrease
Balance, December 31, 2019
Unit Price
Investees
Shares/Unit
Amount
Shares/Unit
Amount
Shares/Unit
Amount
Shares/Unit
%
Amount
(NT$)
Total Price
Collateral
Remark
Accession Limited
123,600,000
$ 3,450,370
-
$ 67,374
-
$ 135,836
123,600,000
100.00
$ 3,381,908
27.55
$ 3,404,845
Nil
Note 1
Standard Dairy Products Taiwan Limited
30,000,000
950,516
-
449,425
-
399,815
30,000,000
100.00
1,000,126
33.76
1,012,734
Nil
Note 2
Charng Hui Ltd.
24,100,000
252,543
-
51,530
-
13,593
24,100,000
100.00
290,480
31.31
754,675
Nil
Note 3
DOMEX Technology Corporation
10,374,399
210,974
-
55,579
-
18,674
10,374,399
52.00
247,879
23.84
247,274
Nil
Note 4
Standard Beverage Company Limited
7,907,000
80,577
-
1,950
-
185
7,907,000
100.00
82,342
10.42
82,356
Nil
Note 5
Standard Investment (Cayman) Limited
150,124,815
4,772,853
-
658,622
-
211,427
150,124,815
100.00
5,220,048
34.77
5,220,048
Nil
Note 6
Le Bonta Wellness International Corporation
-
12,288
-
-
-
3,507
-
100.00
8,781
-
8,523
Nil
Notes 7 and 9
Shanghai Le Ben Tuo Health Technology Co., Ltd.
-
135,318
-
-
-
26,940
-
51.00
108,378
-
108,378
Nil
Notes 8 and 9
$ 9,865,439
$ 1,284,480
$ 809,977
$ 10,339,942
$ 10,838,833
Note 1:
For the year ended December 31, 2019, the increase amount of investment income accounted for using the equity method was $67,374 thousand; the decrease amount of translation adjustment was $134,148 thousand; and other comprehensive income was $1,688 thousand.
Note 2:
For the year ended December 31, 2019, the increase amount of investment income accounted for using the equity method was $449,425 thousand; the decrease amount of the cash dividend issued by the investee was $391,600 thousand; and the decrease amount of other comprehensive
income was $8,215 thousand. Note 3:
This is a subsidiary of the Company, and because it held the shares of the Company, it received cash dividend from the Company. Therefore, there was an increase in cash dividend which amounted to a total of $51,530 thousand, of which adjustment to the capital surplus was $16,673
thousand and other comprehensive income was $29,374 thousand. The investment income accounted for using the equity method was $5,483 thousand. For the year ended December 31, 2019, the decrease amount of the cash dividend which was issued by the investee was $13,593 thousand. Note 4:
The increase amount of investments amounted to a total of $55,579 thousand, of which the equity method adopted for the accounting of the investment income was $34,507 thousand; other comprehensive income was $21,072 thousand; and the decrease amount of cash dividend which was
issued by the investee was $18,674 thousand. Note 5:
The increase amount of investments amounted to $1,950 thousand, of which the equity method adopted for the accounting of the investment income was $1,847 thousand; other comprehensive income was $103 thousand; the decrease amount of cash dividend which was issued by the investee
was $185 thousand. Note 6:
For the year ended December 31, 2019, the increase amount of investment income accounted for using the equity method was $658,622 thousand; and the decrease amount of translation adjustment was $211,427 thousand.
Note 7:
The decrease amount of investments amounted to $3,507 thousand, of which the equity method adopted for the accounting of the investment loss was $2,979 thousand; and the cash dividend which was issued by the investee was $528 thousand.
Note 8:
The decrease amount of investments amounted to $26,940 thousand, of which the equity method adopted for the accounting of the investment loss was $22,303 thousand; and the translation adjustment was $4,637 thousand.
Note 9:
This is a limited company with no issued shares.

-260-

SCHEDULE 10

STANDARD FOODS CORPORATION

SCHEDULE OF CHANGES IN RIGHT-OF-USE ASSETS DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Item
Cost
As Originally Stated on January 1,
2019

Adjustments Arising from Initial
Application

Restated on January 1, 2019
Additions
Lease modification

Balance at December 31, 2019

Accumulated depreciation
As Originally Stated on January 1,
2019

Adjustments Arising from Initial
Application

Restated on January 1, 2019
Depreciation expenses
Lease modification

Balance at December 31, 2019
Land
$ -

-

-
4,480
-

$ 4,480

$ -

-

-
865
-

$ 865
Buildings
Office
Equipment
Transpor-
tation
Equipment
$ -
$ -
$ -


94,071

-

6,460

94,071
-
6,460
3,667
419
-

(1,015)

-

-

$ 96,723
$ 419
$ 6,460

$ -
$ -
$ -


-

-

1,077

-
-
1,077
21,754
29
1,077

(1,015)

-

-

$ 20,739
$ 29
$ 2,154
Amount
$ -
100,531
100,531
8,566
(1,015)
$ 108,082
$ -
1,077
1,077
23,725
(1,015)
$ 23,787

-261-

SCHEDULE 11

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE PAYABLES DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Vendor Name
Unrelated parties
Company A

Company B
Others (Note)


Related party
GeneFerm Biotechnology Co., Ltd.
Amount
$ 161,875
58,739

655,648
$ 876,262
$ 26,141

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

-262-

SCHEDULE 12

STANDARD FOODS CORPORATION

SCHEDULE OF LEASE LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Balance at Balance at
Discount December 31,
Lease Term Rate 2019 Remark
Land July 1, 2019 - July 24, 2030 1.07% $
1,040
Buildings June 1, 2018 - December 31, 2023 1.07% 76,581
Office equipment August 1, 2019 - August 30, 2025 1.07% 402
Transportation equipment January 1, 2018 - December 31, 2020 12.04% 3,630
81,653
Less: Within 1 year (25,349)
Lease liabilities - non-current $ 56,304

-263-

SCHEDULE 13

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING REVENUES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Item
Quantity (Tons)
Nutritious foods
97,360

Cooking products
23,680
Others
10,667

Total sales
Less: Sales returns
Sales allowances

Net sales
Amount
$ 12,442,144
2,178,542

418,268
15,038,954
(88,474)

(1,810,536)
$ 13,139,944

-264-

SCHEDULE 14

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Item
Cost of goods sold - finished goods
Raw materials, beginning of year

Add: Raw materials purchased
Gain on physical inventory of raw materials
Less: Transferred to other accounts
Sales of raw materials
Raw materials scrapped
Raw materials, end of year

Raw materials consumed
Direct labor
Manufacturing expenses

Manufacturing costs
Work in progress, beginning of year
Less: Work in progress scrapped
Other use

Cost of finished goods
Work in progress, end of year
Finished goods, beginning of year
Less: Transferred to other accounts
Loss on physical inventory of finished goods
Finished goods scrapped
Finished goods, end of year

Cost of goods sold - finished goods

Cost of goods sold - merchandise
Merchandise, beginning of year
Add: Merchandise purchased
Less: Other use
Merchandise scrapped
Loss on physical inventory of merchandise
Merchandise, end of year

Cost of goods sold - merchandise

Cost of sales of raw materials

Loss on physical inventory

Inventory scrap losses

Amount
$ 475,667
5,036,782
314
(6,950)
(71,631)
(1,975)

(501,394)
4,930,813
236,757

942,085
6,109,655
104,106
(611)

(8,348)
6,204,802
(132,498)
782,158
(77,498)
(14)
(5,059)

(829,612)

5,942,279
471,073
2,455,595
(14,720)
(6,826)
(14)

(463,267)

2,441,841

71,631

(286)

14,471
$ 8,469,936

-265-

SCHEDULE 15

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Item
Advertising expenses

Salaries and pensions
Freight expenses
Taxes
Professional service fees
Rental
Insurance premiums
Amortization
Depreciation
Traveling expenses
Repair and maintenance expenses
Computer expenses
Meal expenses
Postage and telephone charges
Entertainment expenses
Employee welfare
Utilities
Donations
Others
Cost-sharing sectors (Note)

Selling and
Marketing
Expenses
General and
Administrative
Expenses
Research and
Development
Expenses
$ 677,918
$ -
$ -

261,735
251,969
33,257
115,927
-
-
16,821
105
17
1,629
29,083
1,041
8,473
692
78
26,931
16,073
3,083
1,724
5,964
-
22,267
17,543
12,195
21,051
2,925
582
6,745
3,687
4,832
7,049
20,242
148
7,012
2,201
678
1,320
887
530
1,648
10,319
409
8,237
3,247
770
5,635
1,653
1,531
3,070
18,449
-
27,824
30,044
35,278

-

(17,745)

-

$ 1,223,016
$ 397,338
$ 94,429
Amount
$ 677,918
546,961
115,927
16,943
31,753
9,243
46,087
7,688
52,005
24,558
15,264
27,439
9,891
2,737
12,376
12,254
8,819
21,519
93,146

(17,745) (Note)
$ 1,714,783

Note: Transferred to manufacturing expenses.

-266-

Year Ended December 31 2019
2018
Classified as
Classified as
Classified as
Classified as
Non-operating
Classified as
Classified as
Non-operating
Operating
Operating
Income and
Operating
Operating
Income and
Item
Costs
Expenses
Expenses
Total
Costs
Expenses
Expense
Total
Labor cost Salary and bonus
$ 410,499
$ 499,601
$ -
$ 910,100
$ 400,577
$ 450,390
$ -
$ 850,967
Labor and health insurance
38,471
38,970
-
77,441
36,922
34,623
-
71,545
Pension
16,391
22,287
-
38,678
17,806
20,593
-
38,399
Remuneration of directors
-
25,073
-
25,073
-
20,960
-
20,960
Others

29,000
27,544
-
56,544
28,385
25,483

-

53,868
$ 494,361
$ 613,475
$ -
$ 1,107,836
$ 483,690
$ 552,049
$ -
$ 1,035,739
Depreciation
$ 170,081
$ 52,006
$ -
$ 222,087
$ 151,294
$ 35,924
$ 222
$ 187,440
Amortization
$ 4,309
$ 7,689
$ -
$ 11,998
$ 2,899
$ 7,424
$ -
$ 10,323
Note 1: As of December 31, 2019 and 2018, the Company had 975 and 976 employees, respectively, of which 5 directors were not concurrently appointed as employees. Note 2:The average employee benefit expense for 2019 is $1,116 thousand. (“Total amounts of current year employeebenefit expenses -Total amounts of remuneration of directors”/“The number of current year employee -The number of directors who are not concurrent employees”). Note 3:The average employee benefit expense for 2018 is $1,045 thousand. (“Total amounts ofperiod year employee benefit expenses -Total amounts of remuneration of directors”/“The number of period year employee -The number of directors who are not concurrent employees”). Note 4: The average employee salary expense for 2019 is $938 thousand. (Total amounts of current year employee salary expenses -“The number of current year employee- The number of directors who are not concurrent employees”). Note 5: The average employee salary expense for 2018 is $876 thousand. (Total amounts of period yearemployee salary expenses/“The number of period year employee- The number of directors who are not concurrent employees”). Note 6:The change in average employee salary expenses is 7.08%. (“Total amounts of current year average employee salary expenses-Total amounts of period year average employee salary expenses”/Total amounts of period year average employee salary expenses).

-267-

VI. Financial difficulties of the company and related parties in the current year and up to the printing of the annual report: None.

-268-

Seven. Review of Financial Position, Financial Performance, and Risk Management

I. Financial position

Comparative financial analysis

Comparative financial analysis Comparative financial analysis Comparative financial analysis
Unit: NTD Thousand
Date
Item

Dec. 31, 2018
Dec. 31, 2019 Difference
Amount %
Current Assets 17,107,047
18,513,185

1,406,138

8.22
Property, Plant and
Equipment
5,478,238
5,125,312

(352,926)

(6.44)
Intangible Assets 73,050
68,087

(4,963)

(6.79)
Other Assets 1,339,321
1,781,681

442,360

33.03
Total Assets 23,997,656
25,488,265

1,490,609

6.21
Current Liabilities 7,510,934
7,682,083

171,149

2.28
Noncurrent Liabilities 446,397
855,491

409,094

91.64
Total Liabilities 7,957,331
8,537,574

580,243

7.29
Equity attributable to
owners of theparent
15,806,926
16,678,127

871,201

5.51
Capital Stock 9,150,897
9,150,897

-

-
Capital Surplus 93,045
109,718

16,673

17.92
Retained Earnings 6,915,111
8,016,188

1,101,077

15.92
Other equity (330,945)
(577,494)

(246,549)

(74.50)
Treasury Stock (21,182)
(21,182)

-

-
Non-controlling interest 233,399
272,564

39,165

16.78
Total equity 16,040,325
16,950,691

910,366

5.68
Description:
1. The increase in other assets in 2019 was due to the application of the "IFRS16 Lease" bulletin
from this year, and the reclassification of those assets defined in the bulletin as rights-to-use
assets.
2. The increase in non-current liabilities in 2019 was due to the application of the "IFRS16 Lease"
bulletin from this year, reclassification of those defined in the bulletin as lease liabilities, and
the increase in deferred tax liabilities.
3. The increase of negative value of other equity in 2019 was due to the depreciation of RMB
against NT$, resulting in an increase in the exchange loss in the conversion of financial
statements of foreign operatingagencies.

-269-

II. Financial performance

(I) Comparative Analysis of Operational Performance

(I)Comparative Analysis of Operational Performance (I)Comparative Analysis of Operational Performance (I)Comparative Analysis of Operational Performance (I)Comparative Analysis of Operational Performance (I)Comparative Analysis of Operational Performance
Unit: NTD Thousand
Fiscal year
Item

2018
2019 Increase
(decrease)
amount
Increase
(decrease)
Operatingrevenue 27,340,587 31,266,232
3,925,645

14.36
Grossprofit 8,254,345
9,631,013

1,376,668

16.68
Operating profit(loss) 3,149,836
4,423,873

1,274,037

40.45
Non-operating income
and expense
526,396
124,661

(401,735)

(76.32)
Netprofit before tax 3,676,232
4,548,534

872,302

23.73
Income tax expenses 707,925
1,093,698

385,773

54.49
Net income from continuing
operations
2,968,307
3,454,836

486,526

16.39
Loss from discontinued operations - - - -
Netprofit for thisperiod 2,968,307
3,454,836

486,529

16.39
Other comprehensive income (net, after
tax)
(138,749)
(256,189)

(117,440)

(84.64)
Total comprehensive income 2,829,558
3,198,647

369,089

13.04
Analysis of the proportion of increase and decrease:
1. In 2019, operating profit is increased mainly due to increase of gross profit margin (mainly
due to difference of product assortment), inventory scrap loss, and decrease of sales
promotion expenses.
2. The decrease in non-operating income and expenditure in 2019 was due to the revenue
disposal of an investment property (Wugu Factory) last year.
3. The increase in income tax expense in 2019 is mainly due to the increase in net operating
profit in the current period.
4. The increase in other comprehensive losses (net after tax) in the current period of 2019
was due to the depreciation of the exchange rate of RMB against NT$, resulting in an
increase in exchange losses converted into financial statements of foreign operating
agencies of overseas invested companies.
  • (II) Potential impact on and significant change of the future business operations of the Company: None.

-270-

III. Cash flows

(I) Analysis of cash flow changes in the most recent year

Unit: NT$ Thousand Unit: NT$ Thousand
Cash balance
at the beginning
of year
(1)
Annual net cash
flow from
operating
activities
(2)
Other cash
outflows
throughout
the year
(3) (Note)
Amount of
cash surplus
(shortfall)
(1)+(2)-(3)
Remedial measures for
cash surplus
Investment
plan
Financial
plan
2,589,952 5,026,474 3,910,523 3,705,903 N/A N/A
  1. Operating Activities: The net cash inflow in the current period was NT$5,026,474 thousand ,mainly due to operating profit.

  2. Investment Activities: The net cash outflow of NT$1,100,029 thousand in the current period is mainly the purchase of financial assets measured at amortized cost.

  3. Financing Activities: The net cash outflow for the current period is NT$2,705,299 thousand mainly due to the decrease of short-term loans and the payment of cash dividends.

Note : This includes the impact of exchange rate changes on cash and cash equivalents.

(II) Improvement Plan of Liquidity Shortage and Analysis of the Liquidity

  1. There was no shortage of liquidity this year.

  2. Liquidity Analysis in the Last Two Years:

Fiscal year
Item

2018(1)
2019(2) Ratio of increase
(decrease)
(2)-(1) / (1)
Cash flow ratio 35.14
65.43

86.20%
Cash flow adequacy
ratio
101.02
118.09

16.90%
Cash reinvestment
ratio
3.93
13.12

233.84%
Analysis of the proportion of increase and decrease:
1. The increase in cash flow ratio in 2019 was due to increase in net cash flow from
operating activities for the increase of operating revenue, receivables and turnover
rate of inventory.
2. The increase in cash reinvestment ratio in 2019 was mainly due to the increase in
net cash flow from operatingactivities.

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(III) Cash Liquidity Analysis for the Following Year

Unit: NT$Thousand

Unit: NT$Thousand Unit: NT$Thousand
Cash balance
at the
beginning of
year
(1)
Annual net cash
flow from
operating
activities
(2)
Other cash
outflows
throughout
the year
(3)
Amount of
cash surplus
(shortfall)
(1)+(2)-(3)
Remedial measures for
cash inadequacy
Investment
plan
Financial
plan
3,705,903 4,030,147 2,977,099 4,738,950 N/A N/A

1. Cash flow analysis for the Following Year:

  • (1) Operating activities: Estimated net cash inflow is mainly due to expected operating profit.

  • (2) Investment activities: Mainly due to the allocation of funds to financial assets and the addition of property, plant and equipment.

  • (3) Financing activities: Mainly refers to issuance of cash dividends.

2. Improvement plan for insufficient cash liquidity and liquidity analysis: N/A.

IV. Impact of Major Capital Expenditure on Financial Operation in the Most Recent Year

  • (I) Applications of Major Capital Expenditure and Source of Funds in the Most Recent Year

Unit: NT$ Thousand

Planning item Actual or
Expected
Sources of
Capital
Actual or
Expected
Dates of
Completion
Total
amount of
capital
needed
Actual or expected Actual or expected applications of the applications of the capital
2019 2020 2021 2022 2023
Purchase of machinery,
transportation and
office equipment as
well as computer
software, renovation of
houses and buildings,
and land use rights
(improvement)
Own funds 2020 702,329 405,804 296,525 - - -

(II) Expected possible benefits:

  1. Expected increase in production and sales volume, value and gross profit: annual output increased by 7%; annual sales value increased by 10%; and annual gross profit increased by 9%.

  2. Description of other benefits: In addition to upgrading production machines and tools in factories, it can increase production capacity and reduce subcontracting, as well as supply market demand nearby, reduce logistics costs to improve the overall profit of the company.

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V. Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the Most Recent Year and Investment Plan for the Following Year:

Unit: NT$ Thousand

Remark
Item

Amount
of Profit
(Loss) in
2019
Policy Main reasons for
profit or loss
Improvement plan Investment plan for
the following year
Shanghai
Standard
Foods
Co., Ltd.
69,321
Wujiang plant will lease
part of the plant and
Inner Mongolia plant is
the edible oil production
base.
Investment real estate
rental income and
interest income
increased.
Cooperate with the
development of the
Group to carry out
resource integration.
Depend on changes
in future market
demand.
Standard Dairy
Products
Taiwan
Ltd.

447,084

Mainly develop and sell
related products in this
industry to increase
market share and create
profits.
Performance grew
steadily and capacity
utilization increased.
Grasp the market
pulsation and continue
the development of
new products to meet
the needs of customers
for innovation and
change, and cooperate
with cost and expense
management to
maintainprofits.
No defined
investment plan is
made so far.
Standard
Investment
(China)
Limited
689,913
The main plan is
Standard Foods Group's
investment and sales
center in China to expand
domestic demand in
mainland China and
create profits.

Performance grew
steadily and profits
increased.
Focus on marketing
according to market
segments, optimize
product structure, and
expand marginal
contribution.
Depend on changes
in market demand
in the future, we
will strengthen the
development of
diversified
channels and
improve our
competitive
advantage.
Standard
Foods (China)
Limited
162,562
It is mainly planned to be
a production base for
edible oils and nutritional
foods.

Market demand
increased and
capacity utilization
increased.
To expand product
lines to make full use
of production capacity
and reduce allocation
of capital cost.
To continue to
implement
expansion plan of
related products.
Standard
Foods
(Xiamen) Co.,
Ltd.
175,986
It is mainly planned to be
a production base for
edible oils and nutritional
foods.

Market demand has
increased and
capacity utilization
rate has gradually
increased.
To expand product
lines to make full use
of production capacity
and reduce allocation
of capital cost.
To continue to
implement
expansion plan of
related products,
and will expecte to
expand four
production lines.
Dermalab S.A.
7,694

With the change of
market structure and
consumption habits, it is
planned to diversify and
develop various products
in the consumer goods
field.
At present, it is in the
stage of planning
development and
market expansion.
Actively expand the
market and strengthen
the internal
management
mechanism.
The plan to
continue the
development of
beauty products.

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VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of Publication of the Annual Report

  • (I) Impact of fluctuation in interest rate, foreign exchange rate, and inflation on corporate profits and losses and future countermeasures:

1. Interest Rate: The interest rate risk of the consolidated company mainly comes from bank loans. The interest expense of bank loans accounted for about 1.12% of the net profit before tax in 2019, so the interest rate change has little impact on the profit and loss of the consolidated company. Looking ahead, we will continue to observe the trend of interest rates and reduce interest rate risks by adjusting the positions of assets and liabilities.

2. Foreign exchange rate: Many raw materials of the consolidated company are imported from abroad, so exchange rate changes have certain influence on profits. Therefore, in addition to formulating clear operational strategies and strict risk control procedures, the consolidated company will adjust its foreign exchange operational strategies in time to reduce the risk of exchange rate fluctuations in coordination with real-time exchange rate changes.

3. Inflation: The consolidated company effectively responds to the impact of inflation by controlling global political and economic changes and fluctuations in market prices of end products at any time, maintaining good interaction with suppliers, distributors and customers, and at the same time flexibly adjusting purchasing and marketing strategies. It is not expected to be a significant impact on the profits and operating conditions of the consolidated company.

  • (II) Policies of engaging in high-risk, high-leverage investments, giving loans to others, providing endorsements/guarantees and engaging in derivatives transactions, main reasons for the profits and losses as well as future countermeasures:

The consolidated company did not engage in high-risk and highly leveraged investments in 2019 and up to the date of publication of the annual report. Subsidiaries in China avoid risks arising from exchange rate fluctuations by purchasing required raw materials directly from domestic suppliers.

Funds loaned to others by the consolidated company in 2019 and up to the date of publication of the annual report are funds loaned between subsidiaries in which the company directly and indirectly holds more than 50% of the shares. The purpose is to provide turnover capitals for subsidiaries.

The endorsements/guarantees of the consolidated company for the year 2019 and up to the date of publication of the annual report are the endorsements/guarantees of the company for subsidiaries holding 100% of the shares. The purpose is to provide guarantee for the funding amount of each subsidiary.

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(III) Future R&D plans and estimated expenses on the R&D:

R&D plan Current progress
R&D expenses
required to be
inputted
Estimated
completion time
Main factors affecting the
success of R&D in the future
Development and
Research of
HealthyFood

22.57%
completed
NT$9,024,000 4th quarter, 2020 Product development and
clinical test results

(IV) Impact of Changes in Major Domestic/Overseas Policies and Regulations on the Company's Finance and Business, and Countermeasures:

In order to strengthen the management of food hygiene and safety and protect consumer rights and interests, the Food and Drug Administration, Ministry of Health and Welfare has launched eight new systems such as traceability and food labeling since Jan. 1, 2017. Food safety incidents have occurred frequently in recent years. Standard Foods will continue to pay attention to important policies at home and abroad and dynamically adjust the countermeasures. It will continue to adhere to the promise of "quality and safety," strictly control the food production process, implement supply chain management, and give priority to the health and safety of consumers.

(V) Impact of Changes in Technology and Industry on Corporate Finance and Business, and Countermeasures:

The company attaches great importance to the development of science and technology and changes in the industry, and has always been committed to the application of information technology, such as the introduction of enterprise resource integration system ERP, the establishment of a group video conference system, the establishment of a network telephone and an online management system for group employee, and a human resource management system, with active and effective application of information technology to reduce costs and enhance the competitiveness of enterprises.

(VI) Impact of Changes in Corporate Image on Corporate Risk Management, and Countermeasures

There were no major negative events affecting the corporate image in 2019. The company regards "becoming an enterprise that consumers feel at ease and trust" as its highest aim, and strictly checks the quality of the company's products with high specifications and high standards. As a result, the company has obtained the Good Food Practices (GMP)certification, excellent agricultural products of CAS, ISO22000 food safety and hygiene and the highest level (Level III) of international SQF. At the same time, it upholds the belief of giving back to the society in many ways, donates or sponsors activities to education, charity and disadvantaged groups from time to time. The company hopes to become a model enterprise that takes from the society and gives back to the society.

  • (VII). Expected Benefits and Possible Risks Associated with M&A and Countermeasures: N/A.

  • (VIII) The expected effect and possible risk of plant expansion and the response measures: The company mainly aims to continuously replace old equipment with the new in the existing product line in order to improve the production capacity and quality. Standard Foods (Xiamen), a subsidiary company, has completed its factory and is currently expanding a production line and hard equipment. It is expected to integrate regional resources with convenient location and achieve the goal of reducing costs of product and transportation as well as supply Standard Foods Group's sales needs in China, thus expanding the sales scale and improving the operating performance in China. Therefore, there should be no doubt of risks.

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(IX) Risk of centralized purchase or sales, and the response measures:

Standard Foods's main purchase company in 2019 was Company A, accounting for 13.1% of the net purchase, while other individual purchase companies accounted for less than 10% of the total purchase. In addition, the main customer of sales was Company A, accounting for 15.5% of the net sales, while the remaining customers of sales did not exceed 10%, so there was no case of concentration of purchase or sales.

  • (X) Impact and Risks Resulted from Major Transfer or Replacement of Equities of Directors, Supervisors or Shareholders with More than 10 Percent of the Company's Shares, and Countermeasures:

Directors or major shareholders holding more than 10% of the shares have not been transferred or replaced in large quantities, so there is no significant impact or risk to the company.

  • (XI) Impact and Risks Resulted from Changes in Management Right on the Company, and Countermeasures: There are no changes in management right of the company.

  • (XII) The company and its directors, supervisors, general managers, substantive controllers, major shareholders holding more than 10% of the shares, and subordinate companies have been involved in material litigation, non-litigation or administrative litigation that have been concluded with judgment or still in progress. The result may have a significant influence on shareholders' equity or securities prices: None.

(XIII) Other Material Risks and Countermeasures:

Recently, the company has drawn up relevant epidemic prevention measures and measures against COVID-19, and complied with and cooperated with the relevant announcements of government agencies, so as to protect and take care of the health of each colleague and ensure the health and safety of the working environment. There is no doubt about the risks.

  1. Risk management policies:

The risk management policy of Standard Foods is to build a risk management mechanism with risk identification, measurement, supervision and control and an integrated risk management system, as well as promote an operating model with an appropriate risk management to achieve operating goals and increase value for shareholders.

Standard Foods actively develops more advanced and more sensitive procedures and criteria for monitoring, evaluating and controlling risks in addition to the original systems and regulations regarding the major risks faced by various business operations, such as marketing market, production and operation, human resources planning, new product development progress, and financial and accounting control, so as to balance safety and efficiency and establish a more economical business operation mode, such as strengthening the establishment of information systems and strengthening the capability of early warning and monitoring.

  1. Organizational structure of risk management:

Standard Foods has a risk response organization, which is responsible for different levels according to organizational units, and is managed centrally by the general manager. Under the organization, there are various divisions with central

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power and responsibility, which are responsible for promoting risk management in various businesses.

  • (1) Financial risk, liquidity risk, credit risk and legal risk: The financial accounting and legal departments shall formulate and implement various strategies, and take various countermeasures according to regulations and analysis and evaluation of changes in the market. The auditing division will control and check them through risk evaluation.

  • (2) Market Risk: Each institution shall formulate and implement various strategies in accordance with their responsibilities. At the same time, according to the laws, policies and analysis and evaluation of market changes, we will take various countermeasures to control and deal with the possible market risk crisis.

  • (3) Auditing Office: it is instructed and operated directly by the board of directors, which sets the company's risk assessment and control procedures to assist in the completion of the overall risk management action plan; in addition, for the company's internal and related enterprises, it uses risk assessment and audit mode to examine the high-risk items that affect the achievement of the objectives, and manage the internal control system to increase the organizational value and improve the operation and management risks. Also, it reports audit results regularly to the board of directors.

VII. Other matters: None.

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==> picture [342 x 588] intentionally omitted <==

-278-

(2) Related party information
Unit: NTD Thousand, unless otherwise stated

Major business or products
Production and sales of dairy
products and beverage
Production and sales of beverages Investment Selling of health supplement products Manufacture and sale of computer
peripherals and computer appliances
Investment Investment Investment Development and sales of cosmetics
and skincare products
Sales of cosmetics and skincare
products
Production and sales of edible oil and
nutritious products
Investments/selling of cooking oil
and nutriments
Making and selling cooking oil and
nutriments
Sales of nutrition foods and
import/export trade.
Sales of nutrition foods and
import/export trade.
Technological transfer, technical
consultation, and technical service in
health technology.

Total paid-in capital
300,000 79,070 241,000 10,000 199,471 US$123,600 thousand
US$150,125 thousand
US$150,051 thousand CHF 2,600 thousand €3 thousand US$123,500 thousand US$121,213 thousand US$55,000 thousand RMB12,000 thousand RMB80,100 thousand US$1,000 thousand
Address 5F., No.136, Sec. 3, Ren’ai Rd., Da’an Dist., Taipei City 5F., No.136,Sec. 3, Ren’ai Rd., Da’an Dist., Taipei City 5F., No.136, Sec. 3, Ren’ai Rd., Da’an Dist., Taipei City 3F.,No.136, Sec. 3, Ren’ai Rd., Da’an Dist., Taipei City No.6, Hsinan Road, Hsinchu Science Industrial Park,
Hsinchu City
Portcullis Chambers, 4th Floor, Ellen Skelton
Building, 3076 Sir Francis Drake Highway, Road
Town, Tortola, British Virgin Islands VG1110
P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West
Bay Road, Grand Cayman, KY1–1205, Cayman Islands
Room 1004, AXA Centre, 151 Gloucester Road,
Wanchai, Hong Kong.
Seestrasse 59,8703 Erlenbach, Switzerland CalleBalmes 177, 08006 Barcelona, Spain 3rdfloor, Building 8, o.1128, Wuzhong Road, Shanghai No. 88, Dalien W. Rd., Economy and Technology
Development District (New District), Taicang Port
No. 88, Dalian W. Rd., Economy and Technology
Development District (New District), Taicang Port
418 Futer E. Rd Sec one., Room 703, Level 7, Shanghai
Free-Trade Zone
Room 5, floor 4, building 1, No. 39, Jiatai Road, China
(Shanghai) pilot Free Trade Zone
1128 Wuzhong Road, 2ndFloor, Block 8, Shanghai City

Date of
Establishment
April 16,
1999
March 24,
1998
April 28,
1997
February 23,
2005
July 30,
1986
May 17,
2000
August 5,
2011
August 30,
2011
October 31,
1989
July 5,
2012
September 11,
2001
December 26,
2011
January 21,
2012
July 25, 2014 December 2,
2014
May 11,
2015

Corporation
Standard Dairy Products Taiwan Ltd. Standard Beverage Company Ltd. Charng Hui Ltd. Le Bonta Wellness International Co. Domex Technology Corporation Accession Limited Standard Investment (Cayman) Limited Standard Corporation (Hong Kong) Ltd. Dermalab S.A. Swissderma, SL Shanghai Standard Foods Co. Standard Investment (China) Ltd. Standard Foods (China) Ltd. Shanghai Dermalab Corporation Le Bonta Wellness Co., Ltd.. Shanghai Le Ben De Health Technology
Co., Ltd.

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Major business or products Manufacture and sales of cooking oil
and nutrition supplements
Property management Property management (3) Shareholders of the Company who are also the shareholders of the wholly owned subsidiaries or the subsidiaries:None.
(4) The division of business operations of affiliated companies and the related business of the affiliated companies:
Standard Foods Corporation and its affiliated companies are principally engaged in food production, trading, investment, and the
manufacturing of computer peripherals and IT product manufacturing.
Fresh milk, yogurt, and flavored milk of Standard Foods Corporation are sold to Standard Dairy Products Taiwan Ltd. through which these
products will be distributed to the market.
Standard Diary Products Taiwan Limited sells its cereal beverages, liquid milk for infants, and Quaker Complete Nutrition Food to
Standard Foods Corporation for resale to market.
The beverages of Standard Beverage Ltd. were sold to Standard Foods Corporation for resale to market.
Le Bonta Wellness International Co. mainly distributes health supplement products.
Standard Investment (China) Ltd. are mainly sold edible oil, and purchase the raw material from Shanghai Standard Foods Co. and
Standard Foods (China) Ltd.,and Standard Foods (Xiamen) Co., Ltd. for resale.
Le Bonta Wellness Co., Ltd. sells nutrition supplements and engages in import-export trade.
Shanghai Le Ben De Health Technology Co., Ltd. makes technology transfer, consulting and service within the field of health technology.
Shanghai Dermalab Corporation sells nutrition supplements and cosmetics and engages in import-export trade.
Dermalab S.A and Swissderma, SL sell cosmetics and skincare products.
Shanghai Le Ho Industrial Co., Ltd. and Shanghai Le Min Industrial Co., Ltd. engage in property management;
Total paid-in capital US$40,000 thousand US$18,600 thousand
US$11,600 thousand
Address No. 99 Sandu Rd. Xiamen Pian District, Pilot Free Trade
Zone
Room BN 138, Building No. 22, Alley No. 88, No. 1~30,
Minbei Road, Shanghai.
Room BN 139, Building No. 22, Alley No. 88, No. 1~30,
Minbei Road, Shanghai.
Date of
Establishment
Sep 2,2015 Jun 8,2015 Jun 8,2015
Corporation Standard Foods (Xiamen) Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd.

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Shareholding Shareholding ratio
(Capital investment ratio)
100.00%


100.00%
100.00%


100.00%
100.00%


100.00%
100.00%
52.01%

2.76%
Shares (Invested capital) 30,000,000 shares


30,000,000 shares
7,907,000 shares


7,907,000shares
24,100,000shares


24,100,000shares
NT$ 10,000 thousand founded
10,374,399shares

550,385shares
Name or Representative Standard Foods Corporation
Representative: Ter-Fung Tsao
Yao Steven Yih Chun
Chris Hong
Standard Foods Corporation
Representative: Sophia Huang
Standard Foods Corporation
Representative: Ter-Fung Tsao
Glendy Chiang
Chris Hong
Standard Foods Corporation
Representative: Sophia Huang
Standard Foods Corporation
Representative: Yao Steven Yih Chun
Wendy Tsao
Smart Hsu
Standard Foods Corporation
Representative: Sophia Huang
Standard Foods Corporation
Representative: Yao Steven Yih Chun
Standard Foods Corporation
Representative: Ter-Fung Tsao
Chun-Hsin Ku
Chris Hong
Title Director Supervisor Director Supervisor Director Supervisor Director Director
Corporation Standard Dairy Products
Taiwan Ltd.
Standard Beverage Ltd. Charng Hui Ltd. Le Bonta Wellness
International Co.
Domex Technology
Corporation

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Shareholding Shareholding ratio
(Capital investment ratio)
0.02% 2.72%
100.00%

100.00%

100.00%




100.00%




100.00%
Shares (Invested capital) 3,794shares 542,513shares
Standard Foods Corporation
holds 123,600,000 shares

Standard Foods Corporation
holds 150,124,814 shares.

Standard Investment
(Cayman) Limited holds
150,050,814 shares.




Accession Limited holds
2,600 shares.




US$ 123,500 thousand founded
through Accession Limited
Name or Representative Sophia Huang Chun-Hsin Ku Ter-Fung Tsao Ter-Fung Tsao Ter-Fung Tsao Arthur Tsao
Yao Steven Yih-Chun
Glendy Chiang
Olgiati, Lorenzo
Jason Hsuan
Arthur Tsao
Kelly Yao
Wei-Lun Tang
Chris Hong Arthur Tsao
Title Supervisor President Director Director Director Director
Director
Director
Director
Chairman
Director
Director
Director
Supervisor President
Corporation Accession Limited Standard Investment
(Cayman) Limited
Standard Corporation
(Hong Kong) Ltd.
Dermalab S.A. Shanghai Standard Foods Co.

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Shareholding Shareholding ratio
(Capital investment ratio)




99.00%




100.00%




100.00%
Shares (Invested capital)



US$ 120,000 thousand founded
through Standard Corporation
(Hong Kong) Limited




US$55,000 thousand founded
through Standard Investment
(China) Ltd.



Founded by Standard Investment
(China) Ltd. with RMB 12,000
thousand
Name or Representative Jason Hsuan
Ter-Fung Tsao
Arthur Tsao
Glendy Chiang
Chris Hong Arthur Tsao Jason Hsuan
Arthur Tsao
Kelly Yao
Wei-Lun Tang
Chris Hong Arthur Tsao Arthur Tsao
Kelly Yao
Yan Jinglin
Chris Hong Arthur Tsao
Title Chairman
Director
Director
Director
Supervisor President Chairman
Director
Director
Director
Supervisor President Chairman
Director
Director
Supervisor President
Corporation Standard Investment
(China) Ltd.
Standard Foods (China) Ltd. Shanghai Dermalab
Corporation

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Shareholding Shareholding ratio
(Capital investment ratio)





51.00%
49.00%



100.00%




100.00%
Shares (Invested capital)



Founded by Standard Foods
Corporation with RMB 40,900
thousand
Founded by Standard Investment
(China) Ltd. with RMB39,200
thousand



Accession Limited funded
USD1,000 thousand




Founded by Standard Foods
(China) Ltd. With USD40,000
thousand
Name or Representative Jason Hsuan
Arthur Tsao
Kelly Yao
Hui-Min Fang
Chris Hong Arthur Tsao Arthur Tsao
Kelly Yao
Guang-Yao Yu
Wei-Lun Tang Arthur Tsao Jason Hsuan
Arthur Tsao
Kelly Yao
Wei-Lun Tang
Chris Hong Arthur Tsao
Title Chairman
Director
Director
Director
Supervisor President Chairman
Director
Director
Supervisor President Chairman
Director
Director
Director
Supervisor President
Corporation Le Bonta Wellness Co., Ltd. Shanghai Le Ben De Health
Technology
Co., Ltd.
Standard Foods (Xiamen) Co.,
Ltd.

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Shareholding Shareholding ratio
(Capital investment ratio)



100.00%



100.00%
Shares (Invested capital)


USD 18,600 thousand founded
by Standard Corporation (Hong
Kong) Ltd.



USD 11,600 thousand founded
by Standard Corporation (Hong
Kong) Ltd.
Name or Representative Arthur Tsao
Kelly Yao
Wei-Lun Tang
Chris Hong Arthur Tsao Arthur Tsao
Kelly Yao
Wei-Lun Tang
Chris Hong Arthur Tsao
Title
Chairman
Director
Director
Supervisor President Chairman
Director
Director
Supervisor President
Corporation Shanghai Le Ho Industrial Co.,
Ltd.
Shanghai Le Min Industrial
Co., Ltd.

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Earnings per
share ($)
(after-tax)
(Note 1) 0.60 (Note 1) (Note 1) 2,959.23 4.39 4.39 (Note1) (Note1) (Note1) (Note1) (Note1) (Note1) (Note1)
Net income
(loss)
(2,979) 74,585 69,321 706 7,694 658,622 658,817 689,913 162,562 (8,057) (43,680) 175,986 (14,666) (9,392)
Operating
Income (loss)
(2,864) (5,834) 4,311 (11) 8,620 (210) (157) 464,173 180,820 (2,512) (44,882) 210,994 (14,342) (9,136)
Sales revenue 1,291 - 2,223,686 3,560 177,341 - - 13,480,503 5,232,817 134,822 20,769 4,757,958 - -
Net worth 8,523 3,404,845 2,996,109 28,649 118,847 5,220,049 5,219,207 4,435,747 1,864,403 (10,888) 212,250 1,351,155 509,309 317,639
Total
Liabilities
- 1,878 509,476 1,182 59,935 20 102 4,210,223 1,084,900 91,063 13,275 1,852,989 - -
Total Assets 8,523 3,406,723 3,505,585 29,831 178,782 5,220,069 5,219,309 8,645,970 2,949,303 80,175 225,525 3,204,144 509,309 317,639
Stock capital 10,000 3,979,085 3,949,575 31,220 81,651 4,710,865 4,708,566 3,755,530 1,631,668 57,205 380,418 1,307,582 607,717 378,009
Corporation Le Bonta Wellness International Co. Accession Limited Shanghai Standard Foods Co. Shanghai Le Ben De Health
Technology Co., Ltd.
Dermalab S.A. Standard investment
(Cayman) Limited
Standard Corporation (Hong Kong)
Ltd.
Standard Investment (China) Ltd. Standard Foods (China) Ltd. Shanghai Dermalab Corporation Le Bonta Wellness Co., Ltd.. Standard Foods (Xiamen) Co., Ltd. Shanghai Le Ho Industrial Co., Ltd. Shanghai Le Min Industrial Co., Ltd.

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Unit: NTD Thousand; Shares; %
Amount
loaned to
the
subsidiary
- - -
Endorsement
amount
made for the
subsidiary
-
Under
pledge
-
Shareholdings &
amount up to the
printing date of
the annual report
6,669,471 shares
NT$21,182
thousand
Investment
gain (loss)
- - - - - - - - - - - - -
Shares
and
amount
disposed
- - - - - - - - - - - - -
Shares and amount acquired Bought 166,000 shares for NT$4,938
thousand
9,960 shares from stock dividend Bought 2,163,000 shares for
NT$16,244 thousand
11,694 shares from stock dividend 352,598 shares from stock dividend 675,813 shares from stock dividend 810,975 shares from stock dividend 628,506 shares from stock dividend 433,669 shares from stock dividend 525,221 shares from stock dividend 635,517 shares from stock dividends 256,518 shares from stock dividends -
Date of
acquisition or
disposition
2000 2000 2001 2009 2010 2011 2012 2013 2014 2015 2016 2017 Until the
report
publication
date this year
Shareholdi
ng ratio of
the
Company
100%
Fund
source
Self-sufficient capital
Total
paid-in
capital
241,000
Name of
Subsidiary
Charng Hui
Ltd

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IV. Other Necessary Supplements:

(I) Listing method of impairment of assets and liabilities

  1. Allowance for bad debts of accounts receivable

Purpose: In order to assess the risk of collection of accounts and bills, the recovery rate of each age is obtained based on the customer's past experience and the sample number, which is used to assess the impairment amount of assets in the current period.

Basis for listing:

  • (1) Listing of allowance for bad debts:

  • 1.1. Accounts receivable are agreed to be collected within one year, so significant financial components are not included. IFRS 9 simplified method is adopted to recognize impairment based on lifetime expected credit losses.

  • 1.2. The company's customers are all companies in similar industries, and according to the historical experience of credit losses, there is no significant difference in the loss types of different customer groups. Therefore, the reservation matrix does not further distinguish the customer groups. When the accounts receivable is overdue for more than 180 days, the company judges that the recovery cannot be reasonably expected (loss rate =100%).

  • 1.3. The accounting unit calculates the amount of asset impairment based on the above and adjusts the amount of the item "allowance for bad debts."

  • (2) Charging off allowance for bad debts:

  • 2.1. Identification of bad debt:

    • A. Part or all of the claims cannot be recovered due to bankruptcy, escape, conciliation or declaration of bankruptcy, or other reasons.

    • B. Claims that are overdue for two years and principal or interest have not been received after collection.

2.2. Charge off:

  • A. In case of actual bad debt losses, legal evidence should be attached to strike a balance in accordance with Article 94 of the Code of Auditing Business Income Tax.

  • B. When charging off bad debts, the allowance for bad debts should be set off in the current year. If there is any shortage, it should be listed as the loss in the current year.

2. Allowance for reduction of inventory to market

Inventories include raw materials, packaging materials, work in process, finished products, and commodities. The value of inventory shall be determined based on the cost and Net Realizable Value (NRV), whichever is lower. With the exception of inventory of the same category, individual items shall be assessed when comparing the cost and NRV.

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The NRV is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. Cost of inventory is calculated using weighted-average method.

  • (II) Key Performance I ndicators of the company: Key Performance Indicators of Standard Foods are mainly divided into financial performance indicators and non-financial performance indicators. In addition to regularly examining the financial performance indicators of operating income, debt ratio, operating cycle, return on equity of shareholders and earnings per share, we also set non-financial performance indicators to control Standard Foods' competitive advantage and industry trends at any time.

  • (III) Information on relevant certificates obtained by personnel who is related to transparency of financial information: one CPA.

  • V. Matters that materially affect shareholders' equity or the price of the company's securities as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act occurred in the most recent year and up to the date of publication of the annual report

  • On Mar. 22, 2019, the company created a new position of Head of Corporate Governance based on a resolution of board meeting, which is held by CFO Chris Hong.

  • On Mar. 22, 2019, the company changed CEO based on a resolution of board meeting. The position is held by Arthur Tsao, General Manager of Standard Foods (China) Limited.

  • On Mar. 31, 2020, the company created a new position of Chief Investment Officer based on a resolution of board meeting, which is held by YAO STEVEN YIH CHUN, General Manager of Standard Foods. Meanwhile, Arthur Tsao, the CEO, also holds the position of General Manager concurrently. The above positions have been adjusted to meet the needs of the Group's development. YAO STEVEN YIH CHUN, an American lawyer and former venture capital partner, has many years of rich experience in merger and acquisition and has deepened his understanding of Standard Foods' business. He will certainly help with the Group's development in the future with his strengths.

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