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SFC Annual Report 2021

Oct 6, 2021

51753_rns_2021-10-06_e3a94b18-7af0-4b11-9fb2-55be91760ec5.pdf

Annual Report

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TWSE Code: 1227 Market Observation Post System: http://mops.twse.com.tw Standard Foods Website: http://www.sfworldwide.com

Standard Foods Corporation

2020

Annual Report

Published April 30, 2021

Standard Foods Corporation

Headquarters: 5F, No. 136, Section 3, Renai Road, Taipei City, Taiwan 106 Phone: (02) 2709-2323 Website: www.sfworldwide.com

Dayuan Plant: No. 369, Section 1, Heping West Road, Xihai Village, Dayuan District, Taoyuan City, Taiwan 337 Phone: (03) 386-5130 Zhongli Plant: No. 13, Jilin Road, Zhongli City, Taoyuan City, Taiwan 320 Phone: (03) 452-5131

Spokesperson:

Name: Ter-Fung Tsao Title: Chairman E-mail: [email protected] Phone: (02) 2709-2323

Deputy Spokesperson:

Name: Jimmy Chen Title: Manager E-mail: [email protected] Phone: (02) 2709-2323

Stock Transfer Agency:

Name: Transfer Agency Department, CTBC Bank Co., Ltd. Address: 5F, No. 83, Section 1, Chongqing South Road, Zhongzheng District, Taipei City.

Website: www.chinatrust.com.tw Phone: (02) 2181-1911

Certifying CPA of Latest Financial Statement:

Name of CPAs: Tza-Li Gung and Ching-Chen Yang Firm: Deloitte Touch Tohmatsu CPA Firm Address: 12F, No. 156, Section 3, Minsheng East Road, Taipei City. Website: www.deloitte.com.tw Phone: (02) 2545-9988

GDR Trading Market:

Market: Euro MTF Market, Luxembourg Stock Exchange Website: http://www.bourse.lu

Table of Contents

Page

One. Letter to Shareholders.................................................................................................... 1
Two. Company Profile............................................................................................................. 4
I. Date of incorporation .................................................................................................... 4
II. Development history .................................................................................................... 4
Three. Corporate Governance Report...................................................................................... 9
I. Organization System ...................................................................................................... 9
II. Information Regarding Directors, Supervisors, General Managers, Deputy General
Managers, Assistant Managers, All Departments and Division ........................................ 11
III. Implementation of Corporate Governance ...................................................................... 20
IV. Information Regarding Audit Fee ................................................................................... 48
V. Information About Replacement of CPA ......................................................................... 49
VI. Information About Chairman, General Manager, and Financial or Accounting Manager
of the Company Who Has Worked with the CPA Firm or Affiliate to Said Firm in the
Most Recent Year .......................................................................................................... 49
VII. Any Transfer of Equity Interests and Pledge of or Change in Equity Interests by a
Director, Supervisor, Manager, or Shareholder with a Stake of More Than 10 Percent in
the Most Recent Year and up to the Date of Publication of the Annual Report .............. 50
VIII. Information About the Relationship Among the Company's 10 Largest Shareholders .... 52
IX. Shareholding Status of the Same Reinvestment Business by the Company, Directors,
Supervisors, and Companies Directly or Indirectly Controlled by the Company ............ 55
Four. Fund Raising Status....................................................................................................... 56
I. Capital and shares .......................................................................................................... 56
II. Corporate bonds ............................................................................................................. 61
III. Preferred shares .............................................................................................................. 61
IV. Issuance of global depository receipts ............................................................................. 62
V. Employee stock options .................................................................................................. 63
VI. Employee Restricted Stock ............................................................................................. 63
VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company 63
VIII. Implementation of Capital Allocation Plans ................................................................. 63
Five.
Operational Highlights..................................................................................................
64
I.
Business Activities ........................................................................................................
64
II. Overview of Marketing and Production & Sales ............................................................ 66
III. Information of employees in the Past 2 Years and up to the Report Printing Date........... 75
IV. Information on Environmental Protection Expenditure .................................................. IV. Information on Environmental Protection Expenditure .................................................. 76
V. Labor Relations ............................................................................................................ 77
VI. Major Agreements ........................................................................................................ 82
Six. Financial Information.................................................................................................... 83
I. Condensed balance sheet, income statement, external auditor's name and audit opinion 83
for the most recent five years ..........................................................................................
II. Financial analysis in the most recent five years ............................................................... 87
III. Audit Committee's Audit Report on the Financial Statement for the Most Recent Year .... 90
IV. Consolidated Financial Statements for the Most Recent Fiscal Year ................................ 91
V. Individual Financial Statements for the Most Recent Fiscal Year .................................... 171
VI. If the Company or its Affiliates Experienced Financial Difficulties in the Most Recent
Year, up to the Date of the Annual Report Publication..................................................... 253
Seven. Review and Analysis of the Company's Financial Position and Financial
Performance, and Listing of Risks................................................................................ 254
I. Financial position ......................................................................................................... 254
II. Financial performance .................................................................................................. 255
III. Cash flows .................................................................................................................... 256
IV. Impact of Major Capital Expenditure on Financial Operation in the Most Recent Year .. 257
V. Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the
Most Recent Year and Investment Plan for the Following Year ...................................... 258
VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of
Publication of the Annual Report .................................................................................. 259
VII. Other Important Matters ............................................................................................... 262
Eight. Special Disclosures......................................................................................................... 263
I. Information on Affiliates ............................................................................................... 263
II. Private Placement of Securities during the Most Recent Fiscal Year and the Current
Fiscal Year up to the Date of Publication of the Annual Report ...................................... 272
III. Holding or Disposal of Shares by Subsidiaries during the Most Recent Fiscal Year and
during the Current Fiscal Year up to the Date of Publication of the Annual Report ......... 272
IV. Other Necessary Supplements ....................................................................................... 273
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 ....................................................................................................... 274

Chapter 1. Letter to Shareholders

Dear Shareholders, ladies and gentlemen,

Looking back to 2020, significant changes have been made to consumption habits and channel development under the impact of COVID-19. Thanks to long-term supports of our customers on the Company’s products together with common efforts of all our colleagues, we see sustainable growth in consolidated operating revenue, and provide more consumers with nutritious and healthy foods.

With the firm belief that "eating balanced is the key to staying healthy," we not only work nonstop to innovate and develop nutritious and healthy food products for everyone, but also pay much attention to food safety. While pursuing growth, we continue enhancing the company governance so as to maintain the customer satisfaction and confidence, and become the most reliable food company.

Looking forward to 2021, in face of new catering trend for the post-epidemic era, we still take “every family's nutrition and health partner” as the mission, and are dedicated to developing new products and maintaining high-quality products. We shoulder our corporate social responsibility seriously and aspire to help everyone enjoy a “lifetime of well-being!”. Under the joint efforts of everyone, we will provide our consumers with reassuring, nutritious and healthy products, and achieve prosperity of the Company.

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

We hereby outline 2020 consolidated operating results and 2021 business plan as follows:

I. Consolidated operating results of 2020

  1. Overview of consolidated operating revenue and profits

Unit: NT$1,000

Item 2020 % 2019 % +/- %
Operatingrevenue 34,466,244 100 31,266,232 100 10.2
Operatingcosts 24,856,790 72 21,635,219 69 14.9
Grossprofit 9,609,454 28 9,631,013 31 -0.2
Operatingincome 4,044,179 12 4,423,873 14 -8.6
Profit before income tax 4,288,711 13 4,548,534 14 -5.7
Netprofit for theyear 3,255,830 10 3,454,836 11 -5.8
Total comprehensive income 3,496,181 10 3,198,647 10 9.3

In 2020, the consolidated operating revenue of Standard Foods was NT$ 34.46 billion, with a year-on-year increase of 10.2%, equivalent to NT$ 3.2 billion. The operating revenue of individual company in 2020 amounted to NT$13.18 billion, with a year-on-year increase of 0.3%, equivalent to NT$ 44 million.

In 2020, the total comprehensive income was NT$ 3.4 billion, with a year-on-year increase of 9.3%, equivalent to NT$ 297 million. The total comprehensive income attributable to the owners of the Company amounted to NT$ 3.49 billion, with a year-on-year increase of 8.6%, equivalent to NT$ 271 million.

  • 1 -

2. Research and development

With the purpose of providing consumers with delicious and convenient high-quality products to care for the nutritional health, Standard Foods invested NT$ 166 million for research and development in 2020. Built on the solid foundation of science and innovation, our R&D team continually works on product and packaging upgrades, improvements, and new formulation to develop more effective and convenient products for customers.

II. Summary of 2021 Business Plan and Future Development Strategies

  1. Business directions

  2. (1) In the post-epidemic era, people pay close attention to the health function of the food and the demand for nutritious and healthy products is increasing regardless of age. We constantly collect market data and listen to consumers' opinions/feedback, adopt cutting-edge science and technology to develop more convenient and diversified products that can safely meet the nutritional and health needs of every family member and strengthen brand value.

  3. (2) Implement traceability management and product transparency, strictly control quality and advance technology. By adhere to the principles of "no preservatives" to ensure minimal burden on health, we promise to deliver products of the highest quality, finest taste and safest to healthy, as every bite is taken by a consumer we cherish as “family”.

  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 2021 is expected to be 466,553 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 strategies and goals, and enhance various capital expenditures and operational process to ensure the production efficiency and producing products that meet the nutritional and health needs of everyone.

  • Choose proper suppliers and strengthen cooperation with upstream suppliers and downstream distributors, uphold the consumer-oriented policy, and implement the traceability management and quality policies to ramp up the supply chain efficiency.

  • Abide by quality specifications and sustainable environmental development, stringent quality controls with every production process closely monitored to ensure product delivered with safest to health.

  • (2) Sales

  • Grasp the market consumption trend and listen to customers’ opinions/feedback attentively. With the firm belief of "eating balanced is the key to staying healthy", we integrate natural nutrition into each product and extend the product offerings into health supplements and adult special nutrition to meet everyone’s daily dietary needs. With these, we hope to become "every family's nutrition and health partner".

  • 2 -

    • Provide the insight of targeted consumer’s demands through multimedia, implement innovative and flexible marketing strategies, and establish close cooperation with the distributors to strengthen the product exposure and penetration, and increase the market share.

    • Enable the consumers to obtain product-related information more easily and experience faster and friendly shopping through the official account of communication software and SFG Healthy Go e-Mall.

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

  • External competitive environment

In respond to the ever-changing domestic and international conditions, the development and renovation of social media marketing and omni-channel commerce, the company is required to maintain an advantage in a highly competitive environment and imperatively master the consumer demand for health care and characteristics of the distribution channels. In addition to adhering to the original intention and strict inspection and production of various products with the highest standards, Standard Foods researches and develops techniques through professional and innovative technology, continues understanding the real needs of the consumers to develop nutritious and healthy products that ensure “your every bite is safe”.

  1. Regulatory environment

The mission of Standard Foods is to become every family's nutrition and health partner. "Safe food" is our commitment to customers. With increasing complete food safety and sanitation regulations, we continue improving the food safety monitoring plan on top of complying with the food safety laws and regulations of the government. Besides, we firmly acknowledge the importance of environmental protection. Not only do we comply fully with all environmental regulations, we actively seek ways to conserve energy, recycle water resources, and prevent pollution. Our aim is to continuously reduce our production footprints on the environment through nonstop improvements on the "clean efficiency" of our daily operations.

3. Overall business environment

Changes of the environment, the uncertainty in the coronavirus pandemic, and the shortterm difficulty of container shipping storage have a considerable impact on bulk materials, raw materials and freight costs. Looking ahead, Standard Foods always adheres to the philosophy of sustainability despite of the unpredictable changes in the political and economic situation. We are dedicated to producing products that can safely meet the nutritional and health needs of every family member. While undertaking the social responsibility, we also ramp up company operation with a broader and more diverse product portfolio that effectively reaches today’s younger generation and fits the international markets. Here at Standard Foods, we aspire to help everyone enjoy "a lifetime of wellbeing!"

Chairman: Ter-Fung Tsao

President: Arthur Tsao

Accounting Manager: Thomas Huang

  • 3 -

Chapter 2. Company Profile

  • I. Date of Incorporation: June 6, 1986

II. Company 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.

  • 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.

  • 4 -

  • 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%.

  • 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 Standard Foods 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”.

  • 5 -

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 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.
 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.
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$862,345,960.
  • 6 -
Made a cash injection of US$ 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 RMB131,211,500 (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.
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
The Company’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 RMB40,900,000, which made the paid-in capital of the company
amounting to RMB80,100,000
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.
  • 7 -

2018  Accession Limited acquired 20% of the share equity of Dermalab S.A..

  • Disposed of the Company’s land in Wugu Industrial Zone 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 22[nd] .

  • The post of Corporate Governance Officer was established from March 22[nd] .

  • 2020  Since April 1, CEO Arthur Tsao, served concurrently as the general manager.

  • 2021  The board approved the resolution on the sole distribution agreement with Taiwan Branch of Hong Kong Fonterra Brands (Far East) Limited on March 22, and in accordance with the mutual consent, the agreement would not be renewed after it expired on April 27, 2021.

  • 8 -

Data deadline: April 30, 2021

Chapter 3. Corporate Governance Report

I. Organization System (I) Company Organizational Structure

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9

(II) Operations of 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 managers’ compensations 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 the planning and implementing of the Company’s future
products, brand marketing strategy, advertising planning, consumer
services, etc. in accordance with the Company’s strategy.
Sales Division Responsible for annual customer operation plan, planning and
implementation of channel sales activity, dealer management, etc.
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 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.
Finance & Accounting
Division
Responsible for bookkeeping and transaction accounting reconciliation, 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.

10

II. Information Regarding Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, All Departments and Divisions

(I) Directors and supervisors

1.Informationon 1.Informationon Directorsas of April 13, Directorsas of April 13, Directorsas of April 13, Directorsas of April 13, 2021 2021 Unit: pershare;NT$1000 Unit: pershare;NT$1000 Unit: pershare;NT$1000 Unit: pershare;NT$1000 Unit: pershare;NT$1000
Title Nationality/Place
of Registration

Name
Gender Date Elected Term Date First
Elected
Shareholding When
Elected
Current Shareholding Current shareholding
of the Representative
Spouse & Minor
Shareholding
Shareholding by
Nominees
Major Experience
(Education)
Other Position Concurrently Held at the
Company and Other Companies
Executives, Directors or
Supervisors who Are Spouses
or within the Second Degree of
Kinship

Remarks
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Title Name Nature of
Relationships
Chairman R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Ter-Fung Tsao
Male 2019.06.13
Three
years

2016.06.15
22,650,057 2.48 22,650,057 2.48 40,848,203 4.46 0 0 22,651,211 2.48 Ph.D. of University of
Colorado
R & D Director of
Quaker Oats Co., Ltd.
Factory Director of
Taiwan Quaker (Co.,
Ltd.)
General Manager of
Taiwan Quaker (Co.,
Ltd.)
General Manager of
Standard Foods (Co.,
Ltd.)
Chairman of the Company
Chairman of Standard Dairy Products
Taiwan Ltd.
Chairman of Domex Technology
Corporation
Chairman of Standard Beverage Company
Ltd.
Chairman of Charng Hui Corporation Ltd.
Director of Accession Ltd.
Institutional Directors’ Representative of
Polytronics Technology Corporation
Director of Green Wall Enterprise Co., Ltd.
Independent Director of PlexBio Co., Ltd.
Supervisor of Crosslink Semiconductor,
Inc.
Director of Standard Investment (Cayman)
Ltd.
Director of Standard Corp (HK) Ltd.
Director of Standard Investment (China)
Ltd.
Chairman, Mu Te Investment Co., Ltd.
Director, Chia Yun Investment Co., Ltd.
Director,Chia Chieh Investment Co.,Ltd
Directors Wendy
Tsao
Sibling
Arthur
Tsao
Son
Directors R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Jason Hsuan
Male 0 0.00 0 0 0 0 Ph.D. in Systems
Engineering, College
of Science and
Engineering of New
York University
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.
None None None
Directors R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Wendy Tsao
Female 4,949,915 0.54 0 0 0 0 Soochow University Chairman of Green Wall Enterprise Co.,
Ltd.
Chairman of Crosslink Semiconductor, Inc.
Chairman of SPARKLE Inc.
Chairman Ter-
Fung
Tsao
Sibling

11

Title Nationality/Place
of Registration
Nationality/Place
of Registration

Name
Gender Date Elected Term Date First
Elected
Shareholding When
Elected
Shareholding When
Elected
Current Shareholding Current Shareholding Current shareholding
of the Representative
Current shareholding
of the Representative
Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominees
Shareholding by
Nominees
Major Experience
(Education)
Other Position Concurrently Held at the
Company and Other Companies
Executives, Directors or
Supervisors who Are Spouses
or within the Second Degree of
Kinship
Executives, Directors or
Supervisors who Are Spouses
or within the Second Degree of
Kinship
Executives, Directors or
Supervisors who Are Spouses
or within the Second Degree of
Kinship

Remarks
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Shares Share-
holding
ratio%
Title Name Nature of
Relationships
Directors R.O.C. Charng Hui Ltd.
Representative:
Arthur Tsao
Male 2019.06.13 Three
years

2016.06.15
6,669,471 0.73 6,669,471 0.73 0 0.00 0 0 0 0 Master of Business
Administration
(MBA) of Stanford
University, U.S.
CEO & General Manager of the Company
Director & General Manager of Standard
Investment (China) Co., Ltd.
Director & General Manager of Shanghai
Standard Foods Co.
Director & General Manager of Standard
Foods (China) Co., Ltd.
Director & General Manager of Standard
Foods (Xiamen) Co., Ltd.
Vice-Chairman of Shanghai Le Bonta
Wellness Co., Ltd.
Chairman of Shanghai Le Ben De Health
Technology Co., Ltd.
Chairman of Shanghai Dermalab
Corporation
Chairman of Shanghai Le Ho Industrial
Co., Ltd.
Chairman of Shanghai Le Min Industrial
Co.,Ltd.
Chairman Ter-
Fung
Tsao
Father
Independent Director R.O.C. Ben Chang Male 2019.06.13 Three
years

2016.06.15

0
0.00 0 0.00 0 0.00 0 0 0 0 Master of Statistical
Institute of National
Chengchi University
(NCCU)
Institutional Directors’ Representative of
Polytronics Technology Corporation
Independent director of Pegatron
Corporation
None None None
Independent Director R.O.C. George Chou Male 2019.06.13 Three
years

2016.06.15

0
0.00 0 0.00 0 0.00 0 0 0 0 Master of
Mathematics of
Colorado State
University
Independent Director of Yulong Motor
(Co., Ltd.)
Independent Director of Yulong Finance
Corporation (Co., Ltd.)
Independent Director of Fubon Life
Insurance (Co., Ltd.)
Director of Kiwi Technology Co., Ltd.
None None None

Independent Director
R.O.C. Daniel Chiang Male 2019.06.13 Three
years

2016.06.15

0
0.00 0 0.00 0 0.00 0 0 0 0 Master of Political
Economy of
University of Texas
General Manager of
Trend Micro
CEO of Huayuan
Information Website
Chairman of Sina.
com
Chairman of Purestone Capital Group
Independent Director of TPK Holding Co.,
Ltd
None None None
2. Major shareholders of institutional shareholders
Name of Institutional
Shareholder
Major Shareholder
Mu Te Investment Co.,Ltd.
Ter-FungTsao
CharngHui Ltd.
Standard Foods Corporation
Name of Institutional
Shareholder
Major Shareholder Shareholding ratio %
Mu Te Investment Co.,Ltd. Ter-FungTsao 71.25
CharngHui Ltd. Standard Foods Corporation 100.00

12

3. Major Shareholders of Institutional Shareholders with Corporations as Their Major Shareholders:

Apr 13,2021
Name of Institutional
Shareholder
Major Shareholder Shareholding ratio %
Standard Foods Corporation Mu Te Investment Co., Ltd. Trust Property
Account
17.16
Chia Yun Investment Co., Ltd. Trust Property
Account
14.55
Chia Chieh Investment Co., Ltd. Trust Property
Account
11.86
Nan Shan Life Insurance Company,Ltd. 5.08
Ter-FungTsao 4.46
Bright Investment CompanyLtd. 3.61
Mu Te Investment Co.,Ltd. 2.48
Lin Junyao 1.33
Fubon Life Insurance Co.,Ltd. 1.17
Dedicated investment account of Norges Bank
in custodyofCitiBank(Taiwan)
0.79

4. Independence data of directors and supervisors

Apr 13, 2021

Apr 13,2021
Qualification
Name
Meets one of the following professional qualifications, with at least
five years of work experience
Independence Criteria (Note 1) Number of Other
Public Companies
where the
Individual
Concurrently
Serves as an
Independent
Director

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
Currently serving as a
judge, prosecutor,
lawyer, accountant, or
other professional
practice or technician
that must undergo
national examinations
and specialized
license

Work experience
necessary for
business
administration,
legal affairs,
finance,
accounting, or
business sector of
the company
1 2 3 4 5 6 7 8 9 10 11 12
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

13

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 1
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 draw “ V” in the blank space below various condition codes if the directors meet the following conditions during the two years prior to the nomination and during the term of office.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of affiliated companies (not applicable in cases where the person is an independent director of the parent company or any subsidiary 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 shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (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 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 a spouse or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not under any of the categories stated in Article 30 of the Company Act.

  • (12) Not a governmental or judicial person or a representative thereof as defined in Article 27 of the Company Act.

14

Apr 13, 2021

(II) President, Vice Presidents, Associate Managers, and Supervisors of All the Company's Divisions and Branch Units

Title Nationality/Place of
Registration
Name Gender
Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominees
Shareholding by
Nominees
Major Experience (Education) Other Position Concurrently Held at Other Companies Managerial Officer who Are Spouses or within
the Second Degree of Kinship
Managerial Officer who Are Spouses or within
the Second Degree of Kinship
Managerial Officer who Are Spouses or within
the Second Degree of Kinship
Remarks
Shares % of
Shareholding
Shares % of
Shareholding
Shares
% of
Shareholding
Title Name Nature of
Relationships
CEO R.O.C. Arthur Tsao Male 2019.03.22
2020.04.01
6,669,471
0.73
- - - - Master of Business Administration (MBA) of
Stanford University, U.S.
Director & General Manager of Standard Investment
(China) Co., Ltd.
Director & General Manager of Shanghai Standard Foods
Co.
Director & General Manager of Standard Foods (China)
Co., Ltd.
Director & General Manager of Standard Foods (Xiamen)
Co., Ltd.
Vice-Chairman of Shanghai Le Bonta Wellness Co., Ltd.
Chairman of Shanghai Le Ben De Health Technology
Co., Ltd.
Chairman of Shanghai Dermalab Corporation
Chairman of Shanghai Le Ho Industrial Co., Ltd.
Chairman of Shanghai Le Min Industrial Co., Ltd.
Chairman Ter-Fung Tsao father and son Note 1
General
Manager
Chief
Investment
Officer
USA Yao Steven
Yih Chun
Male 2020.04.01 20,000 - - - - - Master of Northwestern University
Lawyer of the US
Bluefield Ventures, the partner
Dubuglo, the partner
California Pacific Bank,VP
Assistant Manager of Standard Foods supply
chain
General Manager of Standard Foods Co., Ltd.
General Manager of Standard Dairy Products
Taiwan Limited
Director of Le Bonta Wellness International Co.
Dermalab S.A., the director
Legal director representative of Domex Technology
Corporation
Legal director representative of Geneferm Biotechnology

None
None None Note 1
Financial
Officer
R.O.C. Lynn Lee Female 2021.02.28 - - - - - - Master of Business Administration of City,
University of London
Director of Finance of the Nielsen Company
Taiwan Ltd.
None None None None -

Note 1: As of April 1, 2020, General Manager was acted by Chief Executive Officer Arthur Tsao and Yao Steven Yih Chun was transferred to Chief Investment Officer.

15

(III) Remuneration Paid to the Directors, Supervisors, General Manager and Deputy General Managers

1. Remuneration of general directors and independent directors

1. 1. Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors Remuneration of general directors and independent directors
Unit: NT$1,000
Title Name Remuneration Paid to Directors Ratio of total amount
of A, B, C and D to
after-tax net income
(%) (Note 1)
Relevant Remuneration Received by Directors who Are Also Employees Ratio of total amount of A,
B, C, D, E, F and G to after-
tax net income (%) (Note 1)
Compensation Paid
to Supervisors from
an Invested
Company Other than
the Company's
Subsidiary
Remuneration
(A)
Severance Pay and
Pension
(B)
Remuneration of
directors
(C)
Business Execution
Expenses (D)
Salary, bonus and special
expenses etc.
(E)
Severance Pay and
Pension
(F)
Compensation of employees
(G)
The
Company
All Companies
in Consolidated
Financial
Statements
The Company All Companies
in Consolidated
Financial
Statements
The Company All Companies
in Consolidated
Financial
Statements
The Company All Companies
in Consolidated
Financial
Statements
The Company All Companies
in Consolidated
Financial
Statements
The Company All Companies in
Consolidated
Financial
Statements
The
Company
All Companies
in Consolidated
Financial
Statements
The Company All Companies
in Consolidated
Financial
Statements
The
Company
All Companies
in Consolidated
Financial
Statements
Cash Stock Cash Stock
Chairman Representative of
Mu Te
Investment Co.,
Ltd.:
Ter-FungTsao

-
- - - 3,185 3,185 60 60 0.10
0.10
7,680 7,680 126 126 - - - - 0.34 0.34 None
Directors Representative of
Mu Te
Investment Co.,
Ltd.:
Jason Hsuan

-
- - - 3,130 3,130 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Directors Representative of
Mu Te
Investment Co.,
Ltd.:
WendyTsao

-
- - - 3,130 3,130 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Directors Representative of
Charng Hui Ltd.
Arthur Tsao

-
- - - 3,130 3,130 60 60 0.10
0.10
3,199 3,199 152 152 - - - - 0.20 0.20 None
Independent
Director
Ben Chang - - - - 3,130 3,130 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Independent
Director
George Chou - - - - 3,130 3,130 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Independent
Director
Daniel Chiang - - - - 3,130 3,130 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
* Other than disclosures in the a bove table,remunerationpaid to directors forprovidingservices(e.g.providingconsultingservices as a non-employee)for all companies in financial statements in the most recentyear: None.

Note 1: Refers to the after-tax net income in 2020 individual financial statement.

16

2. Remuneration of the General Manager and Deputy General Manager

Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands Dec.31,2020; unit:NT$thousands
Title Name Salary (A) Severance Pay and
Pension (B)
(Note 2)
Bonus, extraordinary
charge, etc.
Employee Compensation (D) Ratio of total amount of A, B,
C and D to after-tax net
income (%) (Note 1)

Compensation from
the shift in
investment beyond
the subsidiary
The
Company
All
Companies
in
Consolidated
Financial
Statements

The
Company
All
Companies
in
Consolidated
Financial
Statements

The
Company
All
Companies
in
Consolidated
Financial
Statements
The Company All Companies in
Consolidated
FinancialStatements
The
Company
All
Companies in
Consolidated
Financial
Statements

Cash
Stock Cash Stock
CEO Arthur Tsao
(Note 3)
686 686 152 152 332 332 0 0 0 0 0.10 0.10 None
General Manager 2,181 2,181
General Manager
Yao Steven Yih
Chun
(Note 3)
1,320 1,320 48 48 2,503 2,503 0 0 0 0 0.12 0.12 None

Note 1: Refers to the after-tax net income in 2020 individual financial statement.

Note 2: Refers to the provision particularly made for pension fund paid to the appointed manager.

Note 3: As of April 1, 2020, General Manager was acted by Chief Executive Officer Arthur Tsao and Yao Steven Yih Chun was transferred to Chief Investment Officer.

17

3. Name of manager in charge of distributing employee remuneration and the status of distribution

Apr 30,2021; Unit:NT$thousands Apr 30,2021; Unit:NT$thousands
Managerial Officer Title Name Stock Cash Total Ratio of total amount to after-
tax net income (Note 1)
Chief Executive Officer and
General Manager
Arthur Tsao 0 0 0 0%
Chief Investment Officer Yao Steven Yih Chun
Financial Officer Lynn Lee (date of assumption of duty: Feb. 28, 2021)
Accounting Manager Thomas Huang (date of assumption of duty: Mar. 5, 2021)

Note 1: Refers to the after-tax net income in 2020 individual financial statement.

18

  • (IV) By comparing and describing the ratio of the total remuneration to directors, presidents, general manager and deputy general manager of the Company and all companies in consolidated financial statements to the after-tax net income in the most recent 2 years, specify the policies, standards, combinations, procedure of decision-making of remunerations and their relation to business performance and future risk:

  • Analysis of the remunerations paid within the most recent two years

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Title 2019 2020
Remuneration Ratio of Total Remuneration to Net
Income (%)
Remuneration Ratio of Total Remuneration to Net
Income (%)
The
Company
Companies in the
consolidated financial
statements
The
Company
Companies in the
consolidated financial
statements
The
Company
Companies in the
consolidated financial
statements
The
Company
Companies in the
consolidated financial
statements
Directors 25,494 25,494 0.75 0.75 22,385 22,385 0.69 0.69
General
Manager
7,494 7,494 0.22 0.22 6,052 6,052 0.19 0.19
Total 32,988 32,988 0.97 0.97 28,437 28,437 0.88 0.88
  • (1) Analysis on the ratio of the total remuneration paid to the Company’s Directors, Supervisors and General Manager during the most recent 2 fiscal years to after-tax net income in the individual financial statement:

  • The total remuneration paid to the Company's Directors, Supervisors and General Manager of the Company and all companies listed in the consolidated financial statements in 2020 was equivalent to that of 2019.

(2) See Item (VIII) of Page 60 for the payment policy of remunerations to employees and directors

  1. 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.

19

III. Implementation of Corporate Governance

(I) Information on operations of the Board of Directors

In order to strengthen corporate governance and promote the sound development of board composition and structure, Paragraph 3, Article 20 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 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
attendance in
person(B)
Time of proxy
attendance
Percentage of
attendance in person
(%) [B/A]
Remarks
Chairman Mu Te Investment Co., Ltd.
Representative: Ter-FungTsao
6 - 100%
Directors Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
4 2 67%
Mu Te Investment Co., Ltd.
Representative: WendyTsao
6 - 100%
Charng Hui Ltd.
Representative:Arthur Tsao
5 1 83%
Independent
Director
Ben Chang 5 1 83%
George Chou 5 1 83%
Daniel Chiang 6 - 100%
Other matters:
I.
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.
Date of the meeting
(Period)
Proposals
Opinions of all
independent directors
and the company's
handling of these
opinions
Jun. 17, 2020
(8th Regular Meeting
of the13th Term)
Proposal of the amount of endorsement guarantee to the
subsidiary Standard Beverage Company Limited.
Approved as proposed
by all Independent
Directors

20

Aug 7, 2020
(9th Regular Meeting
of the 13th Term)

Change of Financial Officer, Accounting Manager and
Corporate Governance Officer of the Company.
Nov 12, 2020
(10th Regular
Meeting of the 13th
Term)
1. The Company evaluated the independence and
competency of CPAs regularly.
2. Proposal on the remuneration paid to the Company’s CPAs
in 2020.
3. Proposal on increasing and revising internal control
systems – “Management for the Preparation Process of
Financial Statements”, “Procedure for the Judgment of
Accounting Specialty and Process for the Changes to
Accounting Policies and Estimates” and “SOP for Sales
Return”.
4. Proposal on the fund loan to subsidiary Standard Beverage
Ltd.
Mar 22, 2021
(11th Regular
Meeting of the 13th
Term)
1. Change of Financial Officer, Accounting Manager and
Corporate Governance Officer of the Company.
2. Proposal on the fund loan to subsidiary Dermalab.
3. Affairs about terminating the listing of the Company by
participating in the issuance of overseas depositary
receipts. (The effective date shall be the date of signature
with the Bank of New York Mellon)

21

  4. Management and communication of the internal relations

  5. Expertise and continuing education of the directors

  6. Internal Control
  • IV. Goals for strengthening the functionality of the Board in the current and the latest year (e.g. establishing the Audit Committee and enhancing information transparency), and implementation status:

  • (I) Establish corporate governance regulations: in addition to the Articles of Incorporation defining the power and function of Board of Directors, "Rules of Procedures for Board of Directors' Meeting," "Standard Operating Procedures for Directors' Request," "Corporate Governance Best Practice Principles," "Corporate Social Responsibility Best Practice Principles," "Internal Operating Procedures for Major Information Processing," "Code of Ethics," "Ethical Corporate Management Best Practice Principles" and many other regulations shall be concluded, to strengthen board operations and corporate governance.

  • (II) The company has covered directors' liability insurance with the current insurance amount reaching US$ 12 million, so as to disperse the legal liability risks of directors and improve the corporate government ability.

  • (III) The company shall disclose relevant information on Market Observation Post System set up by the government, and disclose investor information, corporate governance, and corporate social responsibility information on the official website of the company, aiming to fully and promptly disclose information concerned by various stakeholders.

22

(II) 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 the implementation of relevant accounting, auditing, and financial reporting procedures and control over finance by the company.

A total of 6 meetings were held by the Audit Committee in 2020. The matters reviewed mainly include:

  1. Annual Business Plan and Budget

  2. Financial Report and Consolidated Financial Statements

  3. Design and Implementation Instructions for the Internal Control System

  4. Material Capital Loan and Endorsement or Guarantee

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

  6. Appointment, Dismissal, and Compensation of CPAs.

  7. Appointment or Discharge of the Chief Financial Officer, Accounting Supervisor and Chief Internal Auditor

  8. Other Significant Matters Stipulated by the Company or the Competent Authority

The Audit Committee held 6 meetings (A) in the most recent year; the attendance of independent directors is summarized as follows:

Title Name Number of
attendance in
person(B)
Time of
proxy
attendance
Percentage of
attendance in
person(%) [B/A]
Remarks
Independent
Director
BenChang 5 1 83%
George Chou 6 0 100%
DanielChiang 6 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)Matterslistedin Article14-5 of the SecuritiesandExchangeAct
Date of the meeting
(Period)
Proposals
The Audit
Committee's opinion
and the company's
disposition to Audit
Committee's opinion.
March 18, 2020
(3rdRegularMeeting
of the 2nd Term)
1.
Cooperation with the accounting firm's internal
rotation mechanism to change the CPA for checking
the financial report.
2.
2019 Financial Report and Consolidated Financial
Statements.
3.
Proposal on the 2019 Statement of Internal Control
System.
4.
2019 Earnings Distribution Proposal.
5.
Proposal on the preparation and adjustment of the
design and implementation instructions for the
internal control system in the financial reports by the
Company.
6.
Proposal of fundingloan toChinaSubsidiaries.
Approved as
proposed by all
members
March 31, 2020
(4thRegularMeeting
of the 2nd Term)
1.
Proposal on setting up the position of Chief
Investment Officer.
2.
Proposal of appointing general manager as the
Company’s Chief Executive Officer.

23

May 6, 2020
(5thRegularMeeting
of the 2nd Term)

Consolidated financial statements forthefirstquarter of
2020.

Jun. 17, 2020
(6thRegularMeeting
of the 2nd Term )

Proposal of the amount of endorsement guarantee to the
subsidiary Standard Beverage Company Limited.
Aug 7, 2020
(7thRegularMeeting
of the 2nd Term)

1.
Consolidated financial statements for the second
quarter of 2020.
2.
Change of Financial Officer, Accounting Manager
and Corporate Governance Officerof the Company.
Nov 12, 2020
(8thRegularMeeting
of the 2nd Term)

1.
The Company evaluated the independence and
competency of CPAs regularly.
2.
Proposal on the remuneration paid to the Company’s
CPAs in 2020.
3.
Consolidated financial statements for the third quarter
of 2020.
4.
Proposal on increasing and revising internal control
systems – “Management for the Preparation Process of
Financial Statements”, “Procedure for the Judgment of
Accounting Specialty and Process for the Changes to
Accounting Policies and Estimates” and “SOP for
Sales Return”.

(III) Supervisors' Participation in Board Meetings

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

24

(IV) State of Corporate Governance, Deviations to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," and the Reasons for the Said Deviations

Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
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"?
V The Company has adopted “Corporate Governance Best Practice Principles”, which
specifies relevant contents such as protecting shareholders’ rights and interests,
intensifying the Board’s functions, respecting stakeholders’ rights and interests and
improving information transparency.
Compliant to the
regulations prescribed
by Article 2 of the
"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?
V (I)
The Company has formulated internal working procedures in accordance with
“Corporate Governance Best Practice Principles”; has established relevant
departments (e.g. spokesperson, Stock Affairs Department and Legal
Department) to handle shareholders' suggestions or disputes.
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."
(II)
Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
V (II)
The Company shall regularly obtain the latest register of shareholders from the
stock affairs agency (Agency Department of CTBC Bank) 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 the Market Observation Post System of public
information.
(III) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
V (III) The rights and liabilities (e.g. 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.
(IV) Does the company establish internal rules against
insiders trading with undisclosed information?
V (IV) The company has established "Management Regulations for Prevention of Insider
Trading" against insiders trading with undisclosed information.

25

Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
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?
V (I)
Article 20 (Overall Abilities of Board of Directors) of the Company’s Corporate
Governance Best Practice Principles has specified and disclosed the
diversification policies and ideal objectives of governance of board members. The
details are as follows:
The Company shall diversify Board composition and develop appropriate guidelines
on diversity based on the operations, nature of business activities and development
needs of the Company, including but not limited to the standards in the aspects below:
1. Basic condition and value (gender, age, nationality, culture, etc.):
The Company’s current session of the board of directors is composed of seven
directors, with four over the age of 70, two at the age of 60~69 and one below
the age of 40; including one female member, with a proportion of 14%.
2. Professional knowledge and skills (professional background such as law,
accounting, industry, finance, marketing or technology), professional skills
and industry experience.
The directors should generally have the knowledge, skills and accomplishment
required for performing their duties. In order to achieve the ideal targets of
corporate governance, the abilities that the board of directors should be
equipped with are stated below:
(1) Capability to make sound business judgments
(2) Accounting and financial analysis capabilities
(3) Business management ability.
(4) Crisis management capability
(5) Industrial Knowledge
(6) Global market viewpoint
(7) Leadership skills
(8) Capability to make decisions
Professional knowledge and skills: (See Page 11 of this Report for details of
professional background)
Members of the Board enjoy rich experience and expertise in such fields as
finance, commerce and management. In particular, Ter-Fung Tsao, Jason Hsuan
and Arthur Tsao are skillful at the knowledge of food specialty; George Chou and
Daniel Chiang are skillful at information technology; Ben Chang and Wendy
Tsao are skillful at finance and investment; all members have professional
abilities such as operation judgment, business management, crisis handling,
global market viewpoint, leadership and decision. The Board of Directors and the
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."

26

Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
(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, and
implement it annually?
(IV) Does the company regularly evaluate the
independence of CPAs?
V
V
V independent director shall exercise their power in accordance with laws, the
provisions of the Articles of Incorporation and resolutions of shareholders'
meetings. The diversity policy on the formation of the Board members is
disclosed on the company website and 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 evaluates the performance of the Board regularly every year
according to the formulated Measures for Performance Evaluation of the Board of
Directors. The Company’s 2020 internal performance evaluation result of the
Board was reported to the Board of Directors on Mar. 22, 2021. The overall
performance evaluation of the Board of Directors was judged excellent. The
Company has established a standard to measure the performance of the Board,
and implement it annually.
1. The measurement items of performance evaluation for the Board include:
(1) Participation in the Company's operation
(2) Quality improvement in the Board's decision making
(3) Composition and structure of the Board
(4) Selection and continuing education of the directors
(5) Internal Control
2. The measurement items for the performance evaluation of the Board Members
include:
(1) Mastery of the Company’s goals and tasks
(2) Understanding of the director's duties
(3) Participation in the Company's operation
(4) Management and communication of the internal relations
(5) Expertise and continuing education of the directors
(6) Internal Control
(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. 12, 2020 for approval. According to the
evaluation by the Accounting Department of the Company, the CPAs, Gong Zeli
and Chen Zhiyuan from Deloitte & Touche comply with the Company's
evaluation standards of independence (Note 1), so they are qualified to serve as

27

Evaluation item Implementation status Implementation status Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
the Company's CPAs. Deloitte & Touche has issued a statement declaring no
violation of independence.
(Note 1): Evaluation standards for the independence of CPAs
Evaluation item
Evaluation
results
Meet
independence
criteria
1. Is the CPA an employee of the company or the related
companies?
No
Yes
2. Does the CPA hold the company's shares?
No
Yes
3. Does the CPA engage in financing activities or
guarantee behaviors with the company or its directors?
No
Yes
4. Are there direct or indirect material financial interests
between the CPAs and the company?
No
Yes
5. Are there close business relations between the CPA
and the company?
No
Yes
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?
No
Yes
7. Does the CPA provide the company non-audit items
that may directly affect the audit?
No
Yes
8. Does the CPA act as the defender of the company or
on behalf of the company to coordinate conflicts with
other third parties?
No
Yes
9. Does the CPA provide the statement of independence?
Yes
Yes
Evaluation item Evaluation
results

Meet
independence
criteria
1. Is the CPA an employee of the company or the related
companies?
No Yes
2. Does the CPA hold the company's shares? No Yes
3. Does the CPA engage in financing activities or
guarantee behaviors with the company or its directors?

No
Yes
4. Are there direct or indirect material financial interests
between the CPAs and the company?
No Yes
5. Are there close business relations between the CPA
and the company?
No Yes
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?
No Yes
7. Does the CPA provide the company non-audit items
that may directly affect the audit?
No Yes
8. Does the CPA act as the defender of the company or
on behalf of the company to coordinate conflicts with
other third parties?
No Yes
9. Does the CPA provide the statement of independence? Yes Yes
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)?
V The Company establishes a corporate governance team. Jimmy Chen from General
Manager Office acts as the Company’s governance officer., who shall promote the
Company’s governance affairs, safeguard shareholders’ rights and interests and
intensify functions of the Board of Directors. The functions and powers include the
contents below:
I.
Handle matters in relation to the Board meetings and shareholders' meetings
according to law.
II.
Keep minutes at the Board meetings and shareholders' meetings.
III.
Assist the Directors in taking office and continuous education and training.
IV.
Provide the information required for the Directors to conduct business.
V.
Assist the Directors in regulatory compliance
In compliance with
Article 3-1 of the
"Corporate Governance
Best Practice Principles
for TWSE or TPEx
Listed Companies."

28

Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
VI.
Other matters stipulated in the Articles of Incorporation or contracts.
Business execution in 2020 is as follows:
I.
Assisting in compliance of laws of rules of procedure and resolutions from the
Board meetings and the Shareholders' Meeting.
II.
Assist Independent Directors and general Directors in performing their duties
by providing the necessary information and
III.
arrange for continuing education for Directors.
IV.
Draft notice on the agenda for the BOD, convene the meeting and provide
meeting data; if interest avoidance is required for a topic, provide a prior
reminder, and complete the Board meeting minutes within 20 days after each
meeting.
V.
Handle the pre-registration of the Annual General Meeting date in accordance
with the law; prepare the notice of meeting, the Meeting Handbook the minutes
of the Annual General Meeting within the statutory period.
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 on the company's website? Are major
Corporate Social Responsibility (CSR) topics that
the stakeholders are concerned with addressed
appropriately by the company?

V
The company has established a spokesperson 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.
Compliant to the
regulations prescribed
by Article 51 of the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies."
VI.
Has the company appointed a professional
shareholder service agency to deal with
shareholder affairs?
V The corporation has appointed CTBC Bank to handle the affairs of the shareholders'
meeting.
Compliant to the
regulations prescribed
by Article 7 of the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies."
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
V
V
(I) The Company establishes a website (www.sfworldwide.com) and discloses relevant
financial business and corporate governance information on “Investors”.
(II) The Company also establishes an
1. English website (www.sfworldwide.com)
2. assigns a special person to take charge of the Company’s information

Compliant to the
regulations prescribed
by Articles 55, 56, 57
and 58 of the
"Corporate Governance
Best Practice Principles

29

Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
professional to collect and disclose company
information, implement a spokesperson system,
and disclosing the process of investor conferences
on the company website)?
collection and disclosure, so as to ensure accuracy and timeliness of the
information.
3. Spokesperson and deputy spokesperson
4. Information regarding the road show has been disclosed on a“Investors”.
for TWSE/TPEx Listed
Companies."
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
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)?
V (I)
Employee's rights and employee wellness:
1. The Company formulates work rules in accordance with Labor Standards Act
and related laws and regulations, which explicitly specify employees’ rights
and interests and obligations.
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, 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 gifts regularly, arranges employee club activities
and provides travel subsidies and allowances for marriage, death, birth and
illness. Furthermore, the Company arranges regular health checks and
purchases 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 its relevant information stipulated
by regulations on the Market Observation Post System and the Company’s
website, so as to safeguard investors’ rights and interests, and establishes liaison
information of stock affairs, so as to maintain a favorable and harmonious
relationship between enterprise and shareholder.
(III) Supplier relations: The Company keeps an unblocked communication channel
with suppliers and contact with them honestly; based on the field audit or
coaching for suppliers, encourages and assists suppliers in obtaining food safety
and quality system certification, implements systematical appraisal management
regularly and screens out excellent supply source as the partner, so as to establish
a long-term and steady cooperative relationship with mutual trust and pursue
sustainable growth jointly.
(IV) Stakeholders’ rights: A special area for stakeholders is established on the
Company’s website, so as to maintain a favorable two-way communication and
Compliant to the
regulations prescribed
by Article 59 of the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies."

30

Evaluation item Implementation status Implementation status Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
interaction relationship with stakeholders. In case of a dispute about stakeholders’
legitimate rights and interests, the Company will deal with it appropriately based
on honesty. To know various major topics concerned, the Company analyzes
major topics every year, so as to keep a close eye on stakeholders’ thoughts. See
the Company’s corporate social responsibility report.
(V)
Continuing education of directors and Audit Committee members: Continuing
education hours of the directors and Audit Committee members of the Company
reach the statutory hours of continuing education. Please refer to the following
attachment: Summary on the continuing education of directors in 2020.
(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 257 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
improve the risk management mechanism.
(VII) Implementation of customer policies: The Company provides diversified
customer service channels (e.g. customer service hotline, customer service
mailbox and online real-time customer service) and establishes the considerate
service process, so as to provide relevant professional services for customers
about nutrition counseling and commodifies; deal with consumers’ questions
actively to maintain their rights and interests.
(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.

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.

==> picture [56 x 42] intentionally omitted <==

31

Attachment: Directors' Training Records in 2020

Title Name Continuing
education
date
Organizer Course title Hours of
continuing
education
Independent
Director
Ben Chang 2020.09.22 Taiwan Corporate
Governance Association
Discuss corporate governance based on major malpractice
cases of enterprise
3
Enterprise M&A Activity and Leader’s Responsibilities – A
Discussion about Information Disclosure and Insider Trading
3
Independent
Director
George Chou 2020.07.01 Taiwan Corporate
Governance Association
Changes in the Era of 5G 3
A Discussion about Directors’ Operation Risks and Legal
Responsibilities under the Latest Corporate Governance
Blueprint
3
Independent
Director
Daniel Chiang 2020.11.10 Taiwan Investor
Relations Institute
5G Shaping Corporate Digital Transformation and New Look
ofCompetition
3
Practical Analysis of Insider Trading 3

==> picture [55 x 42] intentionally omitted <==

32

(V) Composition, responsibilities, and operations of Remuneration Committee:

  1. A. Professional Qualifications and Independence Analysis of Remuneration Committee Members
Title Qualification
Name

Meets one of the following professional
qualifications, with at least five years of work
experience

Meets one of the following professional
qualifications, with at least five years of work
experience

Meets one of the following professional
qualifications, with at least five years of work
experience
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Independence criteria
(Note)
Number of
other public
companies
where the
individual
concurrently
serves as a
Remuneration
Committee
member

Remarks
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


Currently serving
as a judge,
prosecutor,
lawyer,
accountant, or
other professional
practice or
technician that
must undergo
national
examinations and
specialized
license
Work experience
necessary for
business
administration,
legal affairs,
finance,
accounting, or
business sector of
the company
1 2 3 4 5 6 7 8 9 10
Independent
Director

Ben
Chang
V V V V V V V V V V V 1 -
Independent
Director


George
Chou
V V V V V V V V V V V 3 -
Independent
Director

Daniel
Chiang
V V V V V V V V V V V 1 -
  • Note: For any committee member who fulfills the relevant condition(s) 2 years before being elected or during the term of office, please provide the " V" sign in the 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 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.

33

  1. Operational Status of the Remuneration Committee:

  2. (1) The company has a Remuneration Committee composed of three members.

(2) Term of office of members of the 4th Remuneration Committee: From Jun. 13, 2019 to Jun. 12, 2022. The Committee held six meetings (A) in 2020, and the qualifications and attendance of the Committee members are summarized as follows:

Title Name Name Number of
attendance in person
(B)
Percentage of attendance
in person (%)
[B/A]
Remarks
Convener Ben Chang 2 67% None
Committee
member
George Chou 3 100%
Committee
member
Daniel Chiang 3 100%
Other matters:
I.
Discussionsandresolutions of theRemunerationCommittee
Date of Meeting
(Period)
Proposals Resolution
March 18, 2020
(2nd Regular
Meeting of the 4th
Term)
1. Proposal of 2019 Performance Evaluation of
Directors and Managerial Officers.
2. Proposal of Remuneration for Employees and
Directors of 2019
Approved as
proposed by
all members
March 31, 2020
(3rd Regular Meeting of
the 4th Term)

1. Addition of the position of the Chief Investment
Officer.
2. The position of General Manager is served by the
Chief Executive Officer.
Nov 12, 2020
(4th Regular Meeting of
the 4th Term)

Proposal of Ratio of Provision for the Remuneration for
Employees and Directors of 2020

34

(VI) Corporate Social Responsibility:

(VI) Corporate Social Responsibility:
Evaluation item Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
I.
Corporate governance implementation
(I)
Does the Company formulate its corporate social
responsibility policy or system and examine the results of
the implementation?
(II) Does the Company conduct CSR training on a regular
basis?
(III) Does the Company establish an exclusively (or
concurrently) dedicated organization authorized by the
Board to be in charge of promoting the corporate social
responsibility and reporting to the Board?
(IV) Does the Company adopt reasonable salary remuneration
policies and integrate the employee performance appraisal
system with its corporate social responsibility policy as
well as establish an explicit and effective reward and
disciplinary system?
V
V
V
V
(I)
The Company formulates the “Corporate Social Responsibility Best Practice
Principles” and actively implements environmental protection and energy-
saving and participates in social public welfare activities.
(II) The Company regularly organizes occupational safety and health education
and disaster prevention training.
(III) The Company has established a special group for promoting corporate social
responsibility, which shall promote relevant business and report the
implementation results to management.
(IV) The Company explicitly specifies employee rewards and punishments system
in “Work Rules” and establishes and improves employee performance
appraisal measures to reward those excellent employees.
The corporate social
responsibilities and
obligations of
“Corporate Social
Responsibility Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is
no material
discrepancy.

II.
Sustainable environment development
(I)
Is the Company committed to improving resource
efficiency and to the use of renewable materials with low
environmental impact?
V (I) The main package material and material of the Company’s products can be
classified into four types: glass, iron and aluminum can, plastics and carbon.
The choice shall be subject to the four indicators below:
(1). Quality safety: All packaging material contacting food conforms to the
requirements of “Hygienic Standard for Food Utensil and
Container Package”, so as to ensure package material is safe
absolutely.
(2). Recycling: Except that all product packages are equipped with a national
recycling sign, the inner cushion material of aluminum cap used in
nourishing series beverages will be gradually replaced by TPE
material this year after multiple years of development and testing,
so as to reduce the recycling cost of product package material
further based on meeting food safety and existing package quality
condition. TPE has the environmental protection advantages of
recycling convenience and full utilization of renewable resources.
The inner cession material will be replaced progressively and is
expected to be used in all products finally through product design
and replacement schedule.
(3). Garbage reduction: The package design of all gift box products is reviewed in
accordance with the regulation of the Environmental
Protection Department “Restriction on the Excessive
Package of Products” prior to the marketing of the
products, so as to avoid lots of wastes generated by
The corporate social
responsibilities and
obligations of
“Corporate Social
Responsibility Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is
no material
discrepancy.

35

Evaluation item Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
(II)
Does the Company establish proper environmental
management systems based on the characteristics of
their industries?
(III)
Does the Company monitor the impacts of climate change
on its operations and conduct greenhouse gas inspections
and establish strategies for energy conservation and carbon
reduction and greenhouse gas reduction?
V
V
excessive package and protect the global environment.
(4). Green ecology: With the prevailing green consumption consciousness, the
paper package material of staple commodities that passes FSC
certification accounts for more than 70%. In particular, the
UHT milk series products have been fully designed with the
FSC certification package.
(II) Providing healthy and safe food for people is the purpose that Standard Foods
Corporation has been pursuing. With the spirit of excellence pursuit and
oriented to people’s nutritional requirements, it is deeply recognized by
consumers based on technology and innovation, and achieves the development
goal of sustainable operation and ensures the safety and health of its workers.
To implement the management work for environmental protection, safety and
sanitation and perform corporate environmental responsibility and improve
various performance requirements of the environment, safety and sanitation
continuously, the Company has imported ISO 14001 environment management
system since 2014 and ratified certification of the revised edition in 2018;
passes the audit and verification every year at a high standard. The following
management spirits and systems are particularly disclosed for the compliance
and basis of efforts:
 Comply with laws and regulations
Comply with all relevant laws and regulations and other requirements
about the environment, safety and sanitation.
 Consulting and communication
Convey them to all personnel who work under the Organization’s control,
so that they know individual responsibilities; go them public to
stakeholders, so that they could participate in the implementation of
management.
 Pollution control
Operate various pollution control equipment according to laws and regulations,
keep developing and using raw material with a low environmental loan, so as
to avoid the accident such as environmental pollution.
 Improvement
Keep improving the commitments on environment, safety and sanitation
performance, prevent environmental pollution, personnel injury, and
disease and achieve the performance goal of environment, safety and
sanitation.
(III) In consideration of climatic change and greenhouse effect, the Company
advances all energy saving and carbon reduction policies actively. Except that
factory is continuously devoted to improving the efficiency of process
equipment, the Company also implements energy and electricity saving

36

Evaluation item Implementation status Implementation status Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
management. The projects that the Company will further implement in 2021
are listed as follows:
 Replacement of High-energy Consumption Equipment
In 2020, Zhongli Factory implemented five project change proposals totally:
positive pressure system of long-term storage line, overlapping stack air
conditioner on the rear segment of long-term storage line, ammonia gas
system evaporator, #2 NH³ CONDENSER and Liquid ammonia condenser,
which were expected to save 20% operation electric and realize the annual
reduction of 36,000KWH of electricity consumption.
In 2021, Dayuan Factory will finish updating of nourishing drink
production line: Replace the high-energy and water consumption
production equipment with the equipment with high heat transfer
efficiency and water circulation function. The annual water saving of
production water is expected to be 1,800 tons and wastewater sources will
be lowered synchronously; besides, heat consumption will be reduced
(284,413,914 KJ can be saved every year).
 Hydrogenation Process
For the original cooling process of post-fermented yogurt, the temperature
of overall space is reduced with an invariable frequency compressor.
Through refrigeration storage, the Company improved and optimized the
cooling process and improved the temperature reduction efficiency based
on variable frequency compressor and spatial convection current, so as to
achieve the purpose of energy-saving. It is expected to save the original
30% operation electric energy; with a daily reduction of electric energy
consumption of 68Kw, a total of 21,100 KWH electric consumption is
expected to be reduced every year.
 Updating of high-water consumption equipment (sludge dewatering
equipment):
This year, the Company plans to replace belt-type sludge dewatering
equipment of wastewater treatment plant. The multi-circular plate sludge
dewatering equipment is expected to save 5 t production water per hour;
meanwhile, wastewater emission is reduced (31,200 t wastewater can be
reduced every year).
III.
Public welfare preservation
(I)
Does the Company formulate appropriate management
policies and procedures according to relevant regulations
and the International Bill of Human Rights?
(II)
Does the Company establish an employee grievance
mechanism and channels to handle complaints, with
V
V

(I)
The Company formulates “Work Rules” in accordance with labor laws and
regulations, so as to safeguard employees’ legitimate rights and interests;
makes pension provision and establishes Employee Welfare Committee to
handle various welfare affairs.
(II) The Company specifies grievance systems and procedures in “Prevention
Measures for Sexual Harassment in Workplace and Complaint and Discipline
The corporate social
responsibilities and
obligations of
“Corporate Social
Responsibility Best
Practice Principles for

37

Evaluation item Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is
no material
discrepancy.
Yes No Description
appropriate solutions?
(III) Does the Company provide a healthy and safe working
environment and organize training on health and safety
for its employees on a regular basis?
(IV) Does the Company establish channels for regular
communication with employees and reasonably inform
employees of any significant changes in operations that
may have material impacts?
(V)
Has the Company established effective career
development training plans?
(VI) Does the Company formulate a consumer rights policy
and grievance procedures for research and development,
purchase, production, operations, and service?
(VII) Does the Company comply with related regulations and
international standards in terms of the marketing and
labeling of products and services?
(VIII) Does the Company evaluate whether there is any record
of a supplier's impact on the environment and society
before any commercial dealings?
(IX)
Do contracts entered into between the Company and its
major suppliers include terms stipulating that the contract
may be terminated or rescinded at any time if the supplier
has violated the corporate social responsibility policy and
caused a significant negative impact on the environment
and society?
V
V
V
V
V
V
V
Measures”, and establishes a Complaint Treatment Committee to implement
the complaint systems. Employees, besides complaining to the Committee,
can complain via complaint hotline or complaint email.
(III) The Company offers safety education and training to new employees upon
registration; implements factory-wide health examinations in the middle of
the year and advocates a safe working environment and health at regular
intervals.
(IV) The Company holds consultative meetings of trade union and labor-capital
meeting at regular intervals, in which the labor and capital parties could
closely communicate about various labor conditions and employee welfare,
so as to promote harmony of labor and capital. The Company’s all relevant
information (e.g. management system and operation) is disclosed on striking
positions such as the Company’s internal website and bulletin board, and an
opinion letter box is established to maintain the unblocked communication
channel of labor and capital.
(V) The Company provides diversified learning environments – systematical
general education curriculum, interdepartmental on-the-job training and
internship, research and guidance from senior consultants, project
participation, theme meeting attendance and interdepartmental and cross-
company job rotation, so as to promote the development and growth of
individuals and teams through the diversified learning environments.
(VI) The Company’s website provides a special mailbox for the corresponding
window of stakeholders, so as to render and assistance in real-time and
safeguard consumers’ rights and interests.
(VII) The Company complies with the provisions of “Act Governing Food Safety
and Sanitation” and the government policy “Login Measure of Food
Practitioners” in food labeling and advertising management and provides
information on raw material suppliers.
(VIII) The Company implements supplier evaluation procedures before any
commercial dealings with a supplier, including investigating whether the
supplier had a food safety problem and evaluating the influence; evaluate
suppliers regularly every year and selects excellent suppliers as partners.
(IX) In consideration that food safety is crucial to consumers’ rights and interests,
the Company, though failing to enter into a contract with suppliers that
includes relevant provisions about CSR, strengthens supplier management
through regular factory visit and annual evaluation and review for existing
suppliers, so as to make sure supplier’s raw material meets the Company’s
requirements in quality (Q), cost (C), delivery (D) and service (S) and
addresses factory’s production demand and ensure consumers’ health and
safety.

38

Evaluation item Evaluation item Implementation status Implementation status Implementation status Implementation status Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
IV.
(I)
Enhanced disclosure of ethical corporate management
information
Does the Company disclose relevant and reliable
information regarding its corporate social responsibility on
its website and the Market Observation Post System
(MOPS)?

V
The Company has established a CSR team, which should promote relevant business
and operate in accordance with “Corporate Social Responsibility Best Practice
Principles”. There is no material discrepancy. See the Company’s website for the
CSR report.
www.sfworldwide.com
The corporate social
responsibilities and
obligations of
“Corporate Social
Responsibility Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is no
material discrepancy.
V. If the Company has established corporate social responsibility principles based on the Corporate Social Responsibility Best Practice Principles for Exchange-listed and OTC-
listed Companies, describe the implementation and any deviations from the Principles:
The Company has formulated the Corporate Social Responsibility Best Practice Principles and implements and complies with them. There is no discrepancy.
VI.
Other important information to facilitate a better understanding of the Company’s corporate social responsibility operation:
The Company’s major capital expenditures in the most recent year:
No.
Recipient
No.
Recipient
1
Taipei Foundation for Communication, Culture and Education
11
National Taiwan University Academic Development Foundation
2
Chinese Christian Relief Association
12
Hope Foundation
3
Christian “Voice of Heaven” Communication Association
13
Yu-cheng Social Welfare Foundation
4
Professor Chiang Chien-mei Foundation for Culture and Education
14
Changhua County Private Christian Joy Nursery
5
Taipei Foundation for Trend Research, Culture and Education
15
Keelung Private Charity Fraternity House
6
Miaoli County Private Haiching Elderly Care Center
16
The First Social Welfare Foundation
7
Sun Yun-Suan Academic Foundation
17
Adam Campus, House of Grace in Pingtung County
8
Association of Service Industries, Taiwan
18
Changhua Private Tzusheng Children's House
9
Taiwan Fund for Children and Families
19
Good Shepherd Social Welfare Foundation

No.

Recipient
No. Recipient
1 Taipei Foundation for Communication, Culture and Education 11 National Taiwan University Academic Development Foundation
2 Chinese Christian Relief Association 12 Hope Foundation
3 Christian “Voice of Heaven” Communication Association 13 Yu-cheng Social Welfare Foundation
4 Professor Chiang Chien-mei Foundation for Culture and Education 14 Changhua County Private Christian Joy Nursery
5 Taipei Foundation for Trend Research, Culture and Education 15 Keelung Private Charity Fraternity House
6 Miaoli County Private Haiching Elderly Care Center 16 The First Social Welfare Foundation
7 Sun Yun-Suan Academic Foundation 17 Adam Campus, House of Grace in Pingtung County
8 Association of Service Industries, Taiwan 18 Changhua Private Tzusheng Children's House
9 Taiwan Fund for Children and Families 19 Good Shepherd Social Welfare Foundation

39

Evaluation item Implementation status Deviations from the
Corporate Social
Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
VII. 10 Social Enterprise Commitment Foundation 20 Consumers' Foundation, Chinese Taipei

40

(VII) Fulfillment of ethical corporate management

(VII) Fulfillment of ethical corporate management
Evaluation item Implementation status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed Companies
and Reasons Thereof
Yes No Description
I.
Establishment of ethical corporate management policies and programs
(I) Does the Company explicitly declare its ethical corporate management
policies and procedures in its guidelines and external documents, and
do the board of directors and management work proactively to
implement their commitment to those management policies?
(II) Does the Company establish policies to prevent unethical conduct,
with clear statements regarding relevant procedures, conduct
guidelines, punishments for violation, and rules for appeal and
implement them accordingly?
(III) Does the Company establish appropriate precautions against high-
potential unethical conduct or listed activities stated in Article 7,
Paragraph 2 of the Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies?

V
V
V
According to the formulated “Ethical Corporate Management Best Practice
Principles”, the Company specifies employees shall not ask for
entertainment, gifts, kickbacks or other benefits by abusing functions and
powers and advocates “running business in good faith and maintaining the
clean, transparent and responsible business philosophy” is the Company’s
important policy upon the registration of employees. Meanwhile, to ensure
business secret and IPR policy, employees should sign the “Commitments”,
warranting they never accept commissions, kickbacks, rebates, cash, loans
or other improper benefits from any manufacturer having transaction with
the Company, competitor or other manufacturers that are striving for the
Company’s business, including but not limited to entertainment, tourism or
gift). The Company has also formulated the directors’ interest avoidance
system in “Rulesfor Procedurefor Board of DirectorsMeetings”.
“Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is
no material
discrepancy.
II.
Fulfillment of ethical corporate management
(I) Does the Company evaluate business partners’ ethical records and
include ethics-related clauses in the business contracts signed with the
counterparties?
(II) Does the Company establish an exclusively (or concurrently)
dedicated unit under the Board to implement ethical corporate
management and report to the Board on a regular basis?
(III) Has the Company established policies to prevent conflicts of interest,
provide appropriate communication channels, and implement them
accordingly?
(IV) Does the Company establish effective systems for both accounting and
internal control to implement ethical corporate management, and are
they audited by either internal auditors or CPAs on a regular basis?
(V) Does the company regularly hold internal and external educational
pieces oftrainings onoperational integrity?

V
V
V
V
V
The Company does not accept cash gifts or kickbacks in any transaction
with suppliers, in hope that the opposite party could provide a reasonable
price and favorable quality. The Company’s HR Department is the
exclusively (or concurrently) dedicated unit to implement ethical corporate
management. In addition, the Company establishes a favorable internal
control system and designates internal auditors, and regularly checks the
implementation of various organizations.
Upon the registration of a new employee, the HR Department will offer the
education to him or her about the Company’s ethical corporate management.
Besides, the Company establishes a special legal area on the internal
website, to provide relevant legal knowledge for employees.

“Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies” are
satisfied and there is
no material
discrepancy.
III. Operation of the whistle-blowing system
(I) Does the company establish both a reward/punishment system and an
integrity hotline? Can the accused be reached by an appropriate person
for follow-ups?
(II) Does the Company establish standard operating procedures for the
reported matters and the relevant confidential mechanism?
(III) Does the company provide proper whistleblower protection?

V
V
V
HR Department should make overall plans and the audit organization should
accept all kinds of whistle-blowing. The whistle-blowing and reward
systems, investigation standards and protection measures for informer shall
be subject to the Company’s Ethical Corporate Management Best Practice
Principles and relevant HR provisions.

“Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies”are

41

Evaluation item Implementation status Implementation status Implementation status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed Companies
andReasonsThereof
Yes No Description
satisfied and there is no
materialdiscrepancy.
IV. Enhanced disclosure of ethical corporate management information
(I) Does the Company disclose its ethical corporate management policies
and the results of its implementation on the company’s website and
MOPS?


V
The Company's Ethical Corporate Management Best Practice Principles for
Exchange-listed and OTC-listed Companies” and “Code of Ethics” have
been disclosed in investor information on the Company's website. The
Company also discloses relevant and reliable information on ethical
corporate management in the Annual Report and CSR Report.
Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed Companies
are satisfied.
V.
If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for Exchange-listed and OTC-
listed Companies, please describe the implementation and any deviations from the Principles:
The Company has established the "Ethical Corporate Management Best-practice Principles" and implements and complies with them. No deviation has been found.
VI. Other important information to facilitate a better understanding of the Company's ethical corporate management (e.g., review of and amendments to ethical corporate management
policies)
1. The Company adheres to the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and relevant regulations in relation to the exchange-listed and
OTC-listed companies and other related business law and regulations, as the foundation for ethical corporate management.
2. The Company’s “Rules for Procedure for Board of Directors Meetings” clearly outlined the directors’ interest avoidance system. Directors should excuse him or herself in relation
to matters which directly related to themselves or any juristic person which they represent. If the matter is harmful to the Company's interests, it shall be properly explained and
answered at the Board meeting. The Director is abstained from discussion or vote nor vote on behalf of another Director in this regard.
3. The Company has established the "Management Measures against Insider Trading " to stipulate that the Directors, managers and employees shall not disclose the internal material
information to other parties. It is not allowed to inquire or collect information from persons who are aware of material information within the Company that is not related to personal
duties.Itis alsonot allowed to disclose to otherpeople that privateinformationacquired due to the business execution,inwhichthe Company doesnot disclose theinformation.

(VIII) The inquiry method about the Company's corporate governance best practice principles and related regulations

  1. The Company’s website: http://www.sfworldwide.com Disclose and update information regularly.

  2. Information on the Company’s website is collected and maintained by a specially assigned person. The regulations such as “Corporate Governance Best Practice Principles” are disclosed on the website for reference.

  3. (IX) Other Information Providing a Better Understanding of the Company's Corporate Governance Status: None.

42

  • (X) Implementation of Internal Control System

1. Statement of Internal Control System

Standard Foods Corporation

Statement on Internal Control

Date: March 22, 2021

The Company hereby states the results of the self-evaluation of the internal control system for 2020 as follows:

  • I. The Company acknowledges that it is the responsibility of the Board of Directors and managerial officers to establish, implement, and maintain the established internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including profit, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.

  • II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its 3 stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond control. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  • III. The Company evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (hereafter as the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.

  • IV. The Company has evaluated the design and operating effectiveness of the internal control system according to the above criteria.

  • V. Based on the results of the determination in the preceding paragraph, the Company believes that, as of December 31, 2020, the internal control system (including the supervision and management of subsidiaries), including the design and implementation of the internal control system relating to the effectiveness and efficiency of the operations, reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, is effective and can reasonably assure the achievement of the foregoing goals.

  • VI. This statement is an integral part of the Company's annual report and prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This statement was approved by the Board of Directors on Mar. 22, 2021, and none of the seven Directors in attendance objected to it and all consented to the content expressed in this statement.

Standard Foods Corporation

Chairman: Ter-Fung Tsao Signature or seal General Manager: Arthur Tsao Signature or seal

43

2. If a CPA has been hired to carry out a project review of the internal control system, the CPA audit report shall be disclosed: None.

  • (XI) Penalties imposed upon the Company and its employees in accordance with the law, penalties imposed by the Company upon its employees for the violation of the internal control system, principal deficiencies, and improvement status during the most recent year up to the date of publication of the Annual Report: None.

(XII) Major Resolutions of Board of Shareholders and Board of Directors During the Most Recent Year Up to the Date of Publication of the Annual Report: Major Resolutions of 2020 Shareholders' General Meeting and Implementation Status:

In the year 2020 and up to the date of publication of the annual report, the Company has convened one shareholders’ general meeting. The Company’s 2020 shareholders’ general meeting was held on Jun. 16, 2020. The summary of matters approved via resolution is as follows:

Matters Approved Implementation Status
(1) Approval of 2019 Business Report
and Financial Statements
Upon the approval in shareholders’ general meeting of the proposal via a
resolution, the relevant statistical forms were declared to competent authority
accordingto regulations.
(2) Approval of the Distribution of
Earnings for 2019
Upon the approval in shareholders’ general meeting of the proposal via a
resolution, the cash dividends of NT$ 2.65/ share (totally 2,424,987,417) were
distributed, with the ex-dividend base date of Jul. 22, 2020. The dividends
weregranted on Aug. 12,2020.
(3) Approval of the Amendment to the
"Procedures for Making of
Endorsements/Guarantees."
Upon the approval in shareholders’ general meeting of the proposal via a
resolution, the declaration of relevant information of shareholders' meeting on
Market Observation Post System was completed on Jun. 16,2020.
(4) Approval of the Amendment to the
“Procedures for Loaning of Funds
to Others.”
Upon the approval in shareholders’ general meeting of the proposal via a
resolution, the declaration of relevant information of shareholders' meeting on
Market Observation Post System was completed on Jun. 16,2020.

44

1. Major Resolutions of the Board Meetings in the Most Recent Period and the Implementation are as follows:

Date Major resolution matters
March 18, 2020
(5thRegular
Meeting of the
13th Term)
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 proposal of the removal of the director's non-compete clause was
passed.
11. The resolution on the establishment of Standard Foods LLC. (USA), a
subsidiary of the company was passed.
12. Theproposal of fundingloan toChinaSubsidiarieswas passed.
March 31, 2020
(6thRegular
Meeting of the
13th Term)
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 Officerwas passed.
May 6, 2020
(7thRegular
Meeting of the
13th Term)
The consolidated financial statements for the first quarter of 2020 were
passed.
Jun. 17, 2020
(8thRegular
Meeting of the
13th Term)
1. The proposal of “Application to Mega Bank for the Extension of Line of
Credit” was passed.
2. The proposal of providing an endorsement for its subsidiary Standard
Beverage Ltd. for application of
bank line of credit.
3. The proposal of terminating the operation of Le Bonta Wellness
International Co. was passed.
4. The proposal of the relevant affairs on determining the ex-dividend date
andpayment date of cash dividends for 2019 waspassed.
Aug 7, 2020
(9thRegular
Meeting of the
13th Term)
1. The proposal on the application for the extension of the credit line from
China Trust Commercial Bank was passed.
2. The consolidated financial statements for the second quarter of 2020
were passed.
3. The proposal on engaging in the repo-to-maturity (abbreviation: RP) via
principle guaranteed notes (abbreviation: PGN) and foreign currency
debentures was passed.
4. The proposal onchanging ofFinancial Officer, Accounting Manager and
Corporate Governance Officerof the Company.

45

Date Major resolution matters
Nov 12, 2020
(10thRegular
Meeting of the
13th Term)
1.
2.
3.
4.
5.
6.
7.
8.
9.
The proposal on the regular evaluation of the independence and
competency of CPAs was passed.
The proposal on the remuneration for the CPAs for 2020 was passed.
The consolidated financial statements for the first quarter of 2020 were
passed.
The proposal on increasing and revising internal control systems was
passed – “Management for the Preparation Process of Financial
Statements”, “Procedure for the Judgment of Accounting Specialty and
Process for the Changes to Accounting Policies and Estimates” and
“SOP for Sales Return”.
The proposal for the Company's “Annual Audit Plan” for 2021 was
passed.
The proposal for the fund loan to the subsidiary Standard Beverage Ltd.
was passed.
The proposalon revisingthe Company’s workingmeasures was passed.
1. Rules of Organization of the
AuditCommittee
6. Corporate Social Responsibility
Best PracticePrinciples
2. Rules on the Scope of Duties of
Independent Directors
7. Measures on Performance
Appraisalof Board of Directors
3. Regulations of Compensation
and Remuneration Committee
8. Code of Ethical Conduct
4. Rules of Procedure for Board
Meeting
9. Code of Integrity Operation
5. Code of Practice for Corporate
Governance
The Company extended a short-term comprehensive line of credit and
foreign exchanges by applying to Citibank Taiwan.
Financial derivatives transaction limits.
The Company extended its line of credit by applying to Taipei Branch,
HSBCBank(Taiwan)Limited.
Mar 22, 2021
(11thRegular
Meeting of the
13th Term)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
The Business Plan and Budget for 2021 was passed.
The Annual Financial Report and Consolidated Financial Statements for
2020 were passed.
The Internal Control System Declaration for 2020 was passed.
The Distribution of Earnings for 2020 was passed.
The Performance Appraisal of the Board of Directors for 2020 was
passed.
The Remuneration Distribution of Directors and Employees for 2020
was passed.
The date, agenda and relevant matters of the general shareholders’
meeting for 2021 were passed.
The appointment of the Company’s Accounting Manager, Corporate
Governance Officer and Financial Officer of the Company was passed.
The Company extended the line of credit by applying to Chang Hwa
Bank.
The Company extended the line of credit by applying to Mega Bank.
The Company extended the line of credit by applying to ANZ Bank and
derivative line for hedging purposes.
The Company extended the line of credit for its subsidiary Standard
Beverage Ltd. by applying to ANZ Bank.

46

Date Major resolution matters
13. The Company extended the line of credit for its subsidiary Standard
Beverage Ltd. by applying to Bank SinoPac.
14. The Company passed the proposal on the fund loan to subsidiary
Dermalab.
15. The Company passed the application for the opening and establishment
of overseas institution free trade non-resident (Free Trade Non-resident,
FTN for short) and NRA (Non-Resident Account) NT$ basic account
through making an application to OCBC Wing Hang.
16. The Company passed the application for relevant banking businesses
including group liquidity management and multi-functional cross-border
two-way NT$ capital pool through making application to OCBC Wing
Hang.
17. Participation in the listing termination of the issuance of overseas
depositary receipts (ODRs) of the Company was passed.
18. The Company approved the amendment of part of the items of the
Company's "Articles of Incorporation".

(XIII) 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.

(XIV) 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 Chun
2017.05.01 2020.04.01 Transferred
as the
Investment
Officer
Accounting Manager
Financial Officer
Corporate Governance
Officer
Chris Hong 2015.09.30 2020.08.24 Retirement
R&D Manager Young Wang 2019.09.01 2021.03.31 Retirement
Accounting Manager
Financial Officer
Corporate Governance
Officer
(Temporary)
Smart Hsu 2020.08.24 2021.02.28 Resignation
Accounting Manager Jimmy Chen 2021.02.28 2021.03.05 Change of
Position

47

IV. Information Regarding Audit Fee

Range of CPA professional fees

CPA firm CPA firm Name of CPAs Name of CPAs Auditperiod Auditperiod Auditperiod Remarks Remarks
Deloitte &
Touche
CPA Tse-Li
Kung
CPA Chen Jhih
Yuan
2020.01-2020.12
Unit: NTD
Range of fees Category of fees Audit
fee
Non-audit
fee
Total
1 UnderNT$2,000,000 V
2 NT$2,000 thousand(inclusive)- NT$4,000 thousand
3 NT$4,000thousand (inclusive)- NT$6,000thousand 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) Disclosure of audit and non-audit fees as well as non-audit services where the non-audit fees paid to the certified public accountants, the independent certified public accounting firm and/or its affiliates account for 25% or more of the audit fees:

Unit: thousand NT$

CPA
firm
Name
of
CPAs
Audit
fee
Non-audit fee Non-audit fee CPA
audit
period
Remarks
System
Design


Business
registration

Human
Resource
Others Sub-
total
Deloitte
&
Touche

Tse-Li
Kung
5,945
-
- - 1,000 1,000 2020.01-
2020.12
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 the 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.

48

V. Information About Replacement of CPA:

  • (I) Former CPAs
Date of Replacement January 2020 January 2020 January 2020 January 2020 January 2020
Replacement Reasons and
Explanations
Internal job adjustments of Deloitte & Touche
Termination by the Company or
the CPAs
Party
Condition

CPA
Client
Termination bythe Company N/A
Termination bythe CPAs
Unqualified opinion of issuance
in the latest 2 years
Opinions and reasons other than
the audit report
N/A
Deviation from the Issuer Yes Accounting principles or practices
Disclosure of financial statements
Audit scope or steps
Others
None V
Remark
Other Revealed Matters
(Additional Disclosures under
Item 1-4 to Item 1-7,
Subparagraph 6, Article 10 of the
Guideline)
None
  • (II) Successive CPAs
Successive CPAs
Name of CPA Firm Deloitte & Touche
Name of CPAs CPAs Tse-Li Kung, Chen Jhih
Yuan
Date of Appointment January 2020
Inquiries into Accounting Treatments or Principles for
Specific Transactions and Possible Opinions on
Financial Statements before Appointment
N/A
Succeeding CPA's written opinion of disagreement
toward the former CPA
N/A

(III) Former CPAs' Reply to Disclosures under Items 1 and 2-3, Subparagraph 6, Article 10 of the Guidelines: N/A.

VI. Information About Chairman, General Manager, and Financial or Accounting Manager of the Company Who Has Worked with the CPA Firm or Affiliate to Said Firm in the Most Recent Year: None.

49

VII. Any Transfer of Equity Interests and Pledge of or Change in Equity Interests by a Director, Supervisor, Manager, or Shareholder with a Stake of More Than 10 Percent in the Most Recent Year and up to the Date of Publication of the Annual Report:

(I) Share changes by directors, supervisors, managers, and major shareholders

Unit: Share

Unit: Share Unit: Share
Title Name 2020 As of April 13 of the
currentyear
Change in
Number of
Shares
Held

Change in
Number of
Shares
Pledged

Change in
Number of
Shares
Held

Change in
Number of
Shares
Pledged
Chairman Mu Te Investment Co., Ltd.
Representative: Ter-FungTsao
0
0

0

0
Directors Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Directors Mu Te Investment Co., Ltd.
Representative: WendyTsao
Directors 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
CEO & General
Manager
Arthur Tsao 0
0

0

0
Chief Investment
Officer
Yao Steven Yih Chun 0
0

0

0
Shareholders of 10%
above

Ter-Fung Tsao
0
0

0

0
Shareholders of 10%
above

Chia Chieh Investment Co., Ltd. Trust
PropertyAccount
0
0

0

0
Accounting Manager
Financial Officer
Corporate
Governance Officer

Chris Hong
(Retirement date: August 24, 2020)
(1000)
0

0

0
R&D Manager Young Wang
(Retirement date: March 31,2021)
0
0

0

0
Accounting Manager
Financial Officer
Corporate
Governance Officer
(Temporary)

Smart Hsu
(Inauguration date: August 24, 2020)
(Termination date: February 28, 2021)
0
0

0

0
Corporate
Governance Officer
Accounting Manager

Jimmy Chen
(Inauguration date: February 28, 2021)
(Inauguration date: February 28, 2021)
(Termination date: March 5,2021)
0
0

0

0

50

Title Name 2020 2020 As of April 13 of the
currentyear
As of April 13 of the
currentyear
Change in
Number of
Shares
Held

Change in
Number of
Shares
Pledged

Change in
Number of
Shares
Held

Change in
Number of
Shares
Pledged
Financial Officer Lynn Lee
(Inauguration date: February28,2021)
0
0

0

0
Accounting Manager
Thomas Huang
(Inauguration date: March 5,2021)
0
0

0

0

(II) Information of Stock transfers to related parties: None.

(III) Information of pledge of stock rights to related parties: None.

51

VIII. Information About the Relationship Among the Company's 10 Largest Shareholders

April 13,2021 Unit: Share,% April 13,2021 Unit: Share,% April 13,2021 Unit: Share,%
Name
(Note 1)
Current Shareholding Spouse & Minor
Shareholding
Shareholding by
Nominees
Name and relationship among top ten
shareholders with anyone who is a
related party or the spouse, or a relative
within the second degree of kinship
(Note3)
Remarks
Shares Shareholding
ratio%
(note2)

Shares

Share-
Holding
Ratio %
Shares Share-
Holding
Ratio %
Item Nature of
Relationships
Mu Te
Investment
Co., Ltd. Trust
Property
Account
Representative:
Ter-Fung Tsao
157,008,400 17.16 0 0 0 0 Ter-Fung Tsao Chairman of Mu Te
Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
The chairman of
Mu Te Company is
the director of Chia
YunCompany
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
The chairman of
Mu Te Company is
the director of Chia
ChiehCompany
Mu Te Investment
Co.,Ltd.
Mu Te Company is
thetrustee

40,848,203
4.46 0 0 22,651,211 2.48 Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Chieh
Company
Mu Te Investment
Co.,Ltd.
Being the chairman
of MuTe Company
Chia Yun
Investment
Co., Ltd. Trust
Property
Account
Representative:
Ter-Fung Tsao
133,125,408
14.55
0 0 0 0 Ter-Fung Tsao Being the director
of Chia Yun
Company
Mu Te Investment
Co., Ltd. Trust
Property Account
The chairman of
Chia Yun Company
is the director of Mu
Te Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Chia Yun Company
is the director of
Chia Chieh
Company
Mu Te Investment
Co., Ltd.
The chairman of
Chia Yun Company
is the director of Mu
Te Company

40,848,203
4.46 0 0 22,651,211 2.48 Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd.
Being the chairman
of Mu Te Company

52

Name
(Note 1)
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominees
Shareholding by
Nominees
Name and relationship among top ten
shareholders with anyone who is a
related party or the spouse, or a relative
within the second degree of kinship
(Note3)
Name and relationship among top ten
shareholders with anyone who is a
related party or the spouse, or a relative
within the second degree of kinship
(Note3)
Remarks
Shares Shareholding
ratio%
(note2)

Shares

Share-
Holding
Ratio %
Shares Share-
Holding
Ratio %
Item Nature of
Relationships
Chia Chieh
Investment
Co., Ltd. Trust
Property
Account
Representative:
Siao Siou Jhen
108,503,160
11.86
0 0 0 0 Ter-Fung Tsao Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd. Trust
Property Account
The chairman of
Chia Chieh
Company is the
director of Mu Te
Company
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Chia Chieh
Company is the
director of Chia
YunCompany
Mu Te Investment
Co., Ltd.
The chairman of
Chia Chieh
Company is the
director of Mu Te
Company

5,871
0.00 0 0 0 0 Mu Te Investment
Co., Ltd. Trust
PropertyAccount
Being the director
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Yun
Company
Mu Te Investment
Co., Ltd.
Being the director
of Mu Te Company
Nan Shan Life
Insurance
Company, Ltd.
Representative:
Chen Tang
46,506,000 5.08 0 0 0 0 - -

0
0.00 0 0 0 0 - -
Ter-Fung Tsao 40,848,203 4.46 0 0 22,651,211 2.48 Mu Te Investment
Co., Ltd. Trust
PropertyAccount
Being the chairman
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd.
Being the chairman
of Mu Te Company

53

Name
(Note 1)
Current Shareholding Current Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding by
Nominees
Shareholding by
Nominees
Name and relationship among top ten
shareholders with anyone who is a
related party or the spouse, or a relative
within the second degree of kinship
(Note3)
Name and relationship among top ten
shareholders with anyone who is a
related party or the spouse, or a relative
within the second degree of kinship
(Note3)
Remarks
Shares Shareholding
ratio%
(note2)

Shares

Share-
Holding
Ratio %
Shares Share-
Holding
Ratio %
Item Nature of
Relationships
Bright
Investment
Company Ltd.
Representative:
Tseng Chu
Wun
33,039,081 3.61 0 0 0 0 - -

163,822
0.02 0 0 0 0 - -
Mu Te
Investment
Co., Ltd.
Representative:
Ter-Fung Tsao
22,650,057 2.48 0 0 0 0 Ter-Fung Tsao Being the chairman
of Mu Te Company
Mu Te Investment
Co., Ltd. Trust
PropertyAccount
Mu Te Company is
the trustee
Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
The chairman of
Mu Te Company is
the director of Chia
YunCompany
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
The chairman of
Mu Te Company is
the director of Chia
ChiehCompany

40,848,203
4.46 0 0 22,651,211 2.48 Mu Te Investment
Co., Ltd. Trust
PropertyAccount
Being the chairman
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
PropertyAccount
Being the director
of Chia Chieh
Company
Lin Junyao 12,140,000 1.33 0 0 0 0 - -
Fubon Life
Insurance Co.,
Ltd.
Representative:
Tsai Ming
Hsing
10,660,815 1.17 0 0 0 0 - -

0
0 0 0 0 0 - -
Dedicated
investment
account of
Norges Bank
in custody of
CitiBank
(Taiwan)
7,187,799 0.79 0 0 0 0 - -

Note 1: The top ten shareholders' names shall be identified separately (in the case of corporate shareholders, the corporate shareholders' names and representatives' names shall be identified separately).

Note 2: The ratio of shareholding is calculated in terms of own shareholdings, shares held by spouse & children under age or shareholdings under the title of a third party respectively.

Note 3: Relationship between the aforementioned shareholders (including juristic and natural persons) shall be disclosed according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

54

IX. Shareholding Status of the Same Reinvestment Business by the Company, Directors, Supervisors, and Companies Directly or Indirectly Controlled by the Company:

Company:
April 30,2021;Unit: Share
Reinvestment Businesses (Note 1) Ownership by the
Company
Investment by the
directors, the supervisors,
the managers, or another
business that is controlled
by the Company directly
or indirectly
Total Ownership
Shares Percentage
of
Ownership

Shares
Percentage
of
Ownership
Shares Percentage
of
Ownership
Standard DairyProducts Taiwan Ltd. 30,000,000 100% - - 30,000,000 100%
Standard Beverage Ltd. 7,907,000 100% - - 7,907,000 100%
CharngHui Ltd. 24,100,000 100% - - 24,100,000 100%
Domex TechnologyCorporation 10,374,399 52% - - 10,374,399 52%
Le Bonta Wellness International Corporation N/A
(Note 2)
100% - - N/A
(Note 2)
100%
Standards Foods, LLC. N/A
(Note 2)
100% - - N/A
(Note 2)
100%
Accession Ltd. 123,600,000 100% - - 123,600,000 100%
Dermalab S.A. - - 2,600 100% 2,600 100%
Shanghai Standard Foods Co., Ltd. - - N/A
(Note 2)
100% N/A
(Note 2)
100%
Shanghai Le Ben De Health Technology Co.,
Ltd.
- - N/A
(Note 2)
100% N/A
(Note 2)
100%
Swissderma,SL - - 3,000 100% 3,000 100%
Standard Investment(Cayman)Ltd. 150,124,815 100% - - 150,124,815 100%
Standard Corporation(HongKong)Limited. - - 150,050,815 100% 150,050,815 100%
Standard Investment (China) Ltd. - - N/A
(Note 2)
99% N/A
(Note 2)
99%
Standard Foods (China) Ltd. - - N/A
(Note 2)
100% N/A
(Note 2)
100%
Shanghai Dermalab Corporation - - N/A
(Note 2)
100% N/A
(Note 2)
100%
Le Bonta Wellness Co., Ltd. N/A
(Note 2)
51% N/A
(Note 2)
49% N/A
(Note 2)
100%
Standard Foods (Xiamen) Co., Ltd. - - N/A
(Note 2)
100% N/A
(Note 2)
100%
Shanghai Le Ho Industrial Co., Ltd. - - N/A
(Note 2)
100% N/A
(Note 2)
100%
Shanghai Le Min Industrial Co., Ltd. - - N/A
(Note 2)
100% N/A
(Note 2)
100%

Note 1: Investment using the equity method by the Company.

Note 2: It is a limited company with no issued shares.

55

Chapter 4. Fund Raising Status

I. Capital and Shares

(I) Source of Capital

  1. Source of Capital
Month /
Year
Par
Value
Authorized Capital Authorized Capital Paid-inCapital Paid-inCapital Remarks Remarks
Shares Amount Shares Amount Source of Capital Capital
Increase by
Assets Other
thanCash

Others
June 1986 100 50,000
5,000,000

47,883

4,788,300
Establishment None June 6, 1986 J.T.S. (75) G.S.Z.
No. 2799
June 1986 100 50,000
5,000,000

47,884

4,788,400
Capital increase by cash NT$ 100 None June 27, 1986 J.T.S. (75)
G.S.Z. No.3149
September
1986
100 150,000
15,000,000

150,000

15,000,000
Capital increase by cash NT$ 10,211,600 None September 22, 1986 J.T.S (75)
G.S.Z.No.4718
April 1988 100 450,000
45,000,000

450,000

45,000,000
Earnings were transferred to capital
increase of NT$30,000,000
None April 9, 1988 J.T.S. (77) G.S.Z.
No.1831
May 1990 10 16,200,000
162,000,000

16,200,000

162,000,000
Earnings were transferred to capital
increase of NT$117,000,000
None May 16, 1990 J.T.S. (79) M.Z.
No.3425
July 1991 10 19,440,000
194,400,000

19,440,000

194,400,000
Earnings were transferred to capital
increase of NT$32,400,000
None May 15, 1991 (1991) T.C.Z.(I)
Letterof No.00935
March
1992
10 30,715,200
307,152,000

30,715,200

307,152,000

Capital increase by cash NT$ 48,600,000
Earnings were transferred to capital incre
ase of NT$64,152,000
None February 17, 1992 (1992)
T.C.Z. (I) Letter of No. 00269
July 1993 10 43,001,280
430,012,800

43,001,280

430,012,800
Earnings were transferred to capital
increase of NT$122,860,800
None April 13, 1993 (1993) T.C.Z.
(I)Letterof No.00771
February
1994
10 60,201,792
602,017,920

60,201,792

602,017,920
Earnings were transferred to capital
increase of NT$172,005,120
None January 14, 1994 (1994) T.C.Z.
(I)Letter of No. 49242
March
1995
10 84,833,857
848,338,570

84,833,857

848,338,570

Earnings were transferred to capital
increase of NT$ 240,807,170
Employee bonus was transferred to
capital increase of NT$5,513,480
None January 7, 1995 (1995)
T.C.Z.(I) Letter of No. 52905
February
1996
10 119,116,843
1,191,168,430

119,116,843

1,191,168,430

Earnings were transferred to capital
increase of NT$ 339,335,420
Employee bonus was transferred to
capital increase of NT$3,494,440
None December 4, 1995 (1995)
T.C.Z.(I) Letter of No. 62578
March
1997
10 167,205,291
1,672,052,910

167,205,291

1,672,052,910

Earnings were transferred to capital
increase of NT$ 476,467,380
Employee bonus was transferred to
capital increase of NT$ 4,417,100
None December 24, 1996 (1996)
T.C.Z. (I) Letter of No. 74787
  • 56 -
Month /
Year
Par
Value
Authorized Capital Authorized Capital Paid-inCapital Paid-inCapital Remarks Remarks
Shares Amount Shares Amount Source of Capital Capital
Increase by
Assets Other
thanCash

Others
March
1998
10 330,000,000
3,300,000,000

209,470,236

2,094,702,360

Earnings were transferred to capital
increase of NT$ 418,013,220
Employee bonus was transferred to
capital increase of NT$4,636,230
None December 16, 1997 (1997)
T.C.Z.(I) Letter of No. 92147
February
1999
10 330,000,000
3,300,000,000

262,360,651

2,623,606,510

Earnings were transferred to capital
increase of NT$ 523,675,590
Employee bonuses were transferred to
capital increase of NT$5,228,560
None December 28, 1998 (1998)
T.C.Z. (I) Letter of No. 106085
February
2000
10 330,000,000
3,300,000,000

302,264,506

3,022,645,060

Earnings were transferred to capital
increase of NT$ 393,540,980
Employee bonuses were transferred to
capital increase of NT$5,497,570
None December 24, 1999 (1999)
T.C.Z. (I) Letter of No. 109947
February
2001
10 330,000,000
3,300,000,000

320,918,442

3,209,184,420

Earnings were transferred to capital
increase of NT$ 181,358,710
Employee bonuses were transferred to
capital increase of NT$5,180,650
None January 2, 2001 (2001) T.C.Z.
(I) Letter of No. 103971
August
2009
10 330,000,000
3,300,000,000

322,523,034

3,225,230,340
Earnings were transferred to capital
increase of NT$16,045,920
None July 3, 2009 J.G.Z.F.Z. Letter
of No.0980033057
August
2010
10 380,000,000
3,800,000,000

370,901,489

3,709,014,890
Earnings were transferred to capital
increase of NT$483,784,550
None July 5, 2010 J.G.Z.F.Z. Letter
of No. 0990034588
August
2011
10 480,000,000
4,800,000,000

463,626,861

4,636,268,610
Earnings were transferred to capital
increase of NT$ 927,253,720
None 100.07.04 J.G.Z.F.Z. Letter of
No.1000030659
August
2012
10 580,000,000
5,800,000,000

574,897,307

5,748,973,070
Earnings were transferred to capital
increase of NT$1,112,704,460
None June 26, 2012 J.G.Z.F.Z.
Letterof No.1010027983
July 2013 10 680,000,000
6,800,000,000

661,131,903

6,611,319,030
Earnings were transferred to capital
increase of NT$862,345,960
None July 2, 2013 J.G.Z.F.Z. Letter
of No.1020025191
August
2014
10 740,000,000
7,400,000,000

720,633,774

7,206,337,740
Earnings were transferred to capital
increase of NT$595,018,710
None July 11, 2014 J.G.Z.F.Z. Letter
of No.1030026432
August
2015
10 800,000,000
8,000,000,000

792,697,151

7,926,971,510
Earnings were transferred to capital
increase of NT$ 720,633,770
None July 29, 2015 J.G.Z.F.Z. Letter
of No.1040028838
August
2016
10 880,000,000
8,800,000,000

879,893,837

8,798,938,370
Earnings were transferred to capital
increase of NT$871,966,860
None September 1, 2016 J.S.S.Z.
Letterof No.10501215010
September
2017
10 920,000,000
9,200,000,000

915,089,591

9,150,895,910
Earnings were transferred to capital
increase of NT$351,957,540
None September 4, 2017 J.S.S.Z.
Letterof No.10601126490
  • 57 -

2. Share Type

. Share Type
Share Type Authorized Capital Remarks
Issued Shares
(Shares of listed companies)
Unissued Shares Total
Registered
Common Shares
915,089,591 4,910,409 920,000,000

3. Information for Declaration System: None.

(II) Status of Shareholders

(II) Status of Shareholders (II) Status of Shareholders (II) Status of Shareholders (II) Status of Shareholders (II) Status of Shareholders (II) Status of Shareholders (II) Status of Shareholders
Apr 13,2021
Structure
Item

Government
Agencies

Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions and
Natural Persons
Total
Number of shareholders 0
20

193

61,313
276
61,802
Number of Shares Held 0
70,595,107
481,262,328 291,036,805
72,195,351
915,089,591
Percentage of Ownership
0.00%
7.71% 52.60% 31.80% 7.89% 100.00%

(III) Distribution of Shares

(III) Distribution of Shares
NT$10 pershareApril 13,2021
Range of Shares Number of
Shareholders
Number of Shares Held Shareholding Ratio
%
1-999 14,700 3,232,053 0.35%
1,000-5,000 37,621 76,062,952 8.32%
5,001-10,000 5,362 40,968,815 4.48%
10,001-15,000 1,524 19,253,792 2.10%
15,001-20,000 878 16,134,658 1.76%
20,001-30,000 658 16,731,126 1.83%
30,001-40,000 300 10,659,197 1.16%
40,001-50,000 189 8,664,775 0.95%
50,001-100,000 325 23,495,716 2.57%
100,001-200,000 128 17,519,992 1.91%
200,001-400,000 44 12,387,694 1.35%
400,001-600,000 19 9,643,797 1.05%
600,001-800,000 7 5,036,901 0.55%
800,001-1,000,000 8 7,298,256 0.80%
1,000,001 shares and above 39 647,999,867 70.82%
Total 61,802 915,089,591 100.00%
  • 58 -

(IV) Major Shareholders

Major Shareholders Major Shareholders Major Shareholders
Apr 13,2021
Shares
Name of Major Shareholder

Number of
Shares Held
Percentage of
Ownership%
Mu Te Investment Co., Ltd. Trust Property
Account
157,008,400 17.16
Chia Yun Investment Co., Ltd. Trust Property
Account
133,125,408 14.55
Chia Chieh Investment Co., Ltd. Trust Property
Account
108,503,160 11.86
Nan Shan Life Insurance Company,Ltd. 46,506,000 5.08
Ter-FungTsao 40,848,203 4.46
Bright Investment CompanyLtd. 33,039,081 3.61
Mu Te Investment Co.,Ltd. 22,650,057 2.48
Lin Junyao 12,140,000 1.33
Fubon Life Insurance Co.,Ltd. 10,660,815 1.17
Dedicated investment account of Norges Bank in
custodyof CitiBank(Taiwan)
7,187,799 0.79

(V) Share market prices for the past two fiscal years, with company net worth per share, earnings per share, dividends per share, and related information

Item Year Year
2019
2020 As of March 31,
2021
(Note 5)
Market
Price Per
Share
Highest 73.00 73.70 61.5
Lowest 48.05
51.20

53.6
Average 58.52
63.96
56.9
Net Worth
per Share
Before distribution 18.36
19.47

20.16
After distribution 18.36
(Note 1)
(Note 1)
Earnings
per Share
WeightedAverage Shares 908,420,120 908,420,120 908,420,120
Earnings per Share before
Adjustment
3.76
3.54

0.62
Earnings per Share after
Adjustment
3.76
(Note 1)

(Note 1)
Dividends
Per Share
Cash dividends 2.65
(Note 1)
-
Stock
dividends
Stock dividends
appropriated from
earnings

-

(Note 1)

-
Stock dividends
appropriated from
capital surplus

-

-

-
Cumulative unpaid dividends -
-

-
Return on
Investment
Price-to-earningsratio (Note2) 15.56 18.07 -

Price-to-dividend ratio(Note 3)
22.08
(Note 1)
-

Cashdividend yield (Note4)
4.53 (Note1) -

Note 1: It shall be determined by the Shareholders' Meeting.

Note 2: P/E Ratio = Average Market Price per Share for the year/ Earnings per Share Note 3: Price/Dividend Ratio = Average Market Price per Share for the year/ Cash Dividend per Share Note 4: Cash dividend yield = Cash dividends per share/Average closing price per share for the year. Note 5: The net worth per share and earnings per share up to the quarter nearest to the date of publication of the Annual Report that has been audited by the CPAs shall be filled in; the remaining fields shall be

59

filled with the annual data up to the date of publication of the Annual Report.

(VI) Dividends policy and Implementation Status

  1. Policies of Dividends:

As per the amendment to the Company Act in May 2015, the distribution of dividends and bonuses is limited to shareholders and does not cover employees. The Company has passed the amendments to the earnings allocation policy in the shareholders' meeting on June 15, 2016.

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

  1. Allocation status of dividends proposed at the shareholders' meeting: Through the resolution of the board of directors of this Company on March 22, 2021, the dividend allocation is NT$ 2.5 per share of cash dividend, and it would be proposed for discussion at the general shareholders’ meeting on June 11, 2021.

(VII) Effect on the Operating Performance and Earnings per Share of Distribution of Stock Dividends Proposed in the Most Recent Shareholders' Meeting: None.

(VIII) Compensation of Employees, Directors, and Supervisors

  1. The percentages or ranges with respect to the remuneration of the employee, director, and supervisor, as set forth in the Company's Articles of Incorporation: The Company shall appropriate no less than 0.5% of current year profit as employee compensation by cash or shares upon approval of the Board of Directors if it has pretax profits deducted from the remuneration distribution of employee and Director. Employee compensation may be issued to employees in affiliate companies that meet certain criteria. The Company may appropriate no more than 0.75% of the above profit as Directors’ compensation upon approval of the Board of Directors if it has pretax profits deducted from the remuneration distribution of employee and Director. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting. However, when the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate the remuneration of employees and directors according to the proportion mentioned above.

  2. Estimated basis of the remuneration amount of the employee, director and supervisor, calculation basis of the number of shares of employee remuneration divided in shares and accounting treatments when differences occur between the estimated and actual distributed amount of employee, director, and supervisor compensation. The estimated amount of employee remuneration in 2020 was NT$ 49,920,653, and

60

the estimated amount of directors was NT$ 21,965,087. The employee remuneration is calculated at 1.25% of pre-tax profits before deducting the distributed employee and director remuneration in 2020; the director remuneration is calculated at 0.55% of pre-tax profits before deducting the distributed employee and director remuneration in 2020.

If there is still any change in the amount after the issuance date of the annual fiscal report, the differences shall be treated as a change in accounting estimates and be recorded and adjusted in the following year.

If the Board of Directors resolves that remuneration to employees is to be distributed in stock and the number of shares is determined by dividing the resolution amount by the closing price of the shares on the day preceding the Board of Directors’ meeting.

  1. Information on any approval by the Board of Directors of distribution of compensation:

  2. (1) Remuneration amount of employee and director in cash or stocks distribution:

    • 1.1 Employee Cash Remuneration NT$ 49,920,653.

    • 1.2 Employee Stock Remuneration NT$ 0.

    • 1.3 Director Remuneration NT$ 21,965,087.

    • No discrepancies are found between the amount distributed as relevant compensations for employees and Directors as approved by the Board of Directors and the amount recognized in the 2020 annual fiscal report.

  3. (2) The amount of any employee remuneration distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: N/A

  4. Actual allocation status of employee, director and supervisor remunerations for the previous fiscal year

The distribution of cash remunerations to employees in 2019 was NT$ 52,013,000 and remunerations to directors were NT$ 25,073,599. It had no difference with the employee and director remunerations in the 2019 annual fiscal report.

(IX) Buyback of Treasury Stock: None.

II. Corporate Bonds: None.

III. Preferred Shares: None.

61

IV. Issuance of Global Depository Receipts (GDRs)

Date of Issuance (Processing) Date of Issuance (Processing) Date of Issuance (Processing) June 19, 1997
Location of Issuance and Transaction N/A Issued in U.S. and European Countries and
listed in Euro MTF Market of Luxembourg
Stock Exchange
Total dollar amount of issue USD 29,070,000
Dollar amount per unit issued USD 9.69
Total number of issued units 3,000,000 units
Source of underlying securities Common shares of Standard Foods Corporation
held byshareholders of this Company
Recognition of number of underlying securities
(shares)

15,000,000 shares
Rights and obligations of depositary receipts
holders
Same as ordinary shares
Trustee None
Depositary institution Bank of New York Mellon, U.S.
Custodian institution Trust Department of Mega International
Commercial Bank
Unreturned capital balance- As of March 31,
2020
6,908.4 units
Allocation method of relevant expenses during
issuance and duration of the Agreement
The issuance expenses are charged by
shareholders proposing to reduce its share and
expenses in the duration period are charged by
the Issuance Company.
Key covenants of the depository and custodian
contracts
Details of the depository and custodian
contracts
Market Price for
Per Unit (USD)
2020 Highest 11.48
Lowest 10.26
Average 10.83
As of March
31, 2021
Highest 10.87
Lowest 9.81
Average 10.22

62

  • V. Employee Stock Options: None.

  • VI. Employee Restricted Stock: None.

  • VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company: N/A

VIII. Implementation of Capital Allocation Plans

  • (I) Contents of Plans

  • For the period as of the quarter preceding the date of publication of the Annual Report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits: Not applicable.

  • (II) Implementation Situation

  • In terms of the implementation situation of previous financial plans: Not applicable.

63

Chapter 5. Operational Highlights

I. Business Activities

(I) Business Scope:

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

  2. Main product items and operating ratio


Product Category
Nutritious Foods
Cooking products Food
Others
Total
2020
Percentage
35%
54%
11%
100%

(II) Industry Overview:

  1. Current State and Development of the Industry According to the statistics released by Taiwan's Executive Yuan, the annual economic growth rate of Taiwan was 3.11% in 2020. Related statistics also showed a low consumption level due to the pandemic. Affected by the pandemic in 2020, prevention measures changed consumption habit, including (1) Frequency of dinner at home increased (2) Awareness of health orientation and immunity enhancement improved (3) Appeal for speed and convenience increased and consequently distribution and delivery services created a new high with Taiwan's annual average output exceeding 10 billion. In the future, the consumption industry will continue booming due to "home economics" and provide a better choice. Upgrading digit technology, building exclusive marketing channels and providing differentiated products will be new opportunities for Taiwan's consumption industry.

  2. Correlation with up-, mid-, and downstream sections of the industry

  3. (1) Upstream: agriculture, animal husbandry, food packaging materials industry and production materials, 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) Due to the change in population structure and consumption type of young small family, product design will develop to delicate small packaging and small and elegant product will become the mainstream of the younger generation.

  8. (2) Facing the difficulties in food safety and the pandemic, consumers value nutrition, health and product function more. Except for basic nutrition, healthoriented functional products arouse sympathy among consumers.

  9. (3) With the increasing awareness of environmental protection and healthy diet, pure, natural, additive-free and environmental products have been wellreceived among consumers. Meanwhile, the use of environment-friendly packing material is a part of civic responsibility.

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  1. Competitive situation

  2. (1) As many food companies put their resources into the production of healthy and nutritious products, the Company catches the consumer needs, expands new consumer groups, sustains innovation, pursues food safety and quality and develops effective and convenient nutritious and healthy food to maintain competitiveness.

  3. (2) The Company carries out differentiated analysis of product and consumption habits according to channel characteristics to maximize the combination of channel, product and consumer. We also develop individualized and differentiated consumer groups in terms of flexible marketing strategy.

(III) Technology and R&D Overview

  1. R&D expenses incurred in the previous year and as of the date of publication of the annual report
the annual report
Unit: NT$thousand
As of April 30, 2021
52,186
2020 As of April 30, 2021
Amount 166,035 52,186
  1. R&D expenses of technologies and products in the most recent year and up to the date of publication of the annual report:

  2. (1) Product upgrade

    • Standard Foods understands convenience, taste and promptness, except consumer needs for nutrition and health, in the hope that consumer enjoys the best and safest food.

    • We keep innovation and R&D, pursue quality, improve taste and dedicate to natural and additive-free foods, such as nutrition upgrade of grain products and taste improvement of brewing oat products. Besides, we launch canned grain sugar-free formula and improve a series of low-residue and low-nitrogen products so that consumers with special needs have more choices.

  3. (2) New product launch

Standard Foods devotes to the development and research of new product using innovative technology based on consumer need and science.

Except for satisfying consumer need for nutrition and health, we also develop new products consistent with modern family structure and youth's need and preference, such as EXX digestive bacteria powder, BB capsules (protection of eye, heart and joint), and oat and grain series featured by balanced nutrition and caloric control.

  • (3) Process improvement

  • Standard Foods persists in pursuing high Standard Foods and high quality. We continuously improve innovative technology, study key material, strengthen design and energy efficiency of packing material and devote to systematic management to ensure process quality and safety and continuously optimize the production process.

We improve post-fermentation yogurt cooling process to achieve a better cooling effect. We also upgrade equipment and eliminate wastewater equipment to continuously improve efficiency, reduce wastewater sources and improve both quality and efficiency.

  • (4) Quality improvement

Standard Foods promises to provide the consumers with high quality from

65

material, process and finished product to service. We attach great importance to product function and strictly control product quality to ensure consumers' safety and satisfaction.

Standard Foods' professional team improves quality by innovative technology and its products have obtained several safety certificates upon supervision by third-party testing organizations and been highly recognized. High quality is trustworthy and worthy to be affirmed.

  1. R&D plans in the most recent year:

  2. Specific to R&D plans, the professional R&D team carried out some plans as follows:

  3. (1) R&D of functional products.

  4. (2) Improvement of the flavor of grain products.

  5. (3) Research and development of new packaging.

  6. (4) Upgrading and elimination of machinery and equipment.

  7. (5) Upgrading of nutritional ingredients of existing products.

  8. (6) Discussion and study of innovative technology.

  9. (7) Establishment and utilization of analysis method.

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

  1. Long-term Business Development Plans

  2. (1) Standard Foods focuses on continuous brand building, consolidating main consumer groups, injecting new image and new vigor and attracting young consumer groups.

  3. (2) The R&D team, on a scientific basis, adheres to the innovative spirit, promotes the development of new products and upgrade and improvement of existing products and provides consumers with more effective and convenient products.

  4. (3) Adhere to sustainable operation philosophy, we continue to take a deep root in Taiwan and continuously expand the overseas market.

  5. Short-term Business Development Plans

  6. (1) Standard Foods continuously develop new products to adapt to market change and satisfy various consumer needs for nutritious and healthy products.

  7. (2) We also stick to high quality and good nutrition, and devote to upgrading nutritional ingredients and enhancing product functions to provide consumers with better choices.

  8. (3) we fulfill social responsibilities and carry out public benefit activities. Standard Foods plans evergreen/children care activities in the long run and provides people in rural areas and vulnerable groups with nutritious and healthy products.

II. Overview of Marketing and Production & Sales

(I) Market Analysis

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

  2. Market condition of major products:

Grains

  • (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. High-standard and high-quality cereal products of Quaker are tasty,

66

convenient and nutritious, and they obtain several certificates for healthy food and have been well-received among consumers. They take a leading position in the Taiwanese cereal market.

  • (2) Future market demand & supply status and growth The Taiwanese cereal market develops sustainably and steadily and promotes market demand and competition as lifestyle changes and consumer's awareness of food safety and health rises. Convenience, nature, nutrition and taste diversity are consumer's major appeals and the market will satisfy consumer needs through the development of more new products and technologies.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures The Company launched a series of cereal products such as oat broth, fivecereal product and canned cereal powder by innovative technology in 2020, which not only satisfied consumer need for balanced nutrition but also attracts young consumer groups and enlarges the popularity rate of cereal products through improving flavor and adapting to such appeals as caloric control. In the future, we will continue to develop better cereal products to satisfy different consumers' needs for healthy products, see through consumer needs clearly, launch new products and strengthen the brand value and achieve business growth through various marketing channels.

Healthcare products

  • (1) Market share

  • A series of products such as ginseng, glucosamine drinks, live lucid Ganoderma, rose drinks and chicken powder launched by the Company take a leading position in the healthcare product market and are the top choice for many consumers.

  • (2) Future market demand & supply status and growth Taiwanese consumer's health awareness improves, the population structure is aged and the healthcare and nutritious foods markets show a growth trend; growing in an environment with rising health awareness, young people attach high importance to health and healthcare products are widely used in the young era and become an industry with great development potential for the need of convenience and effectiveness.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures The Company devotes itself to providing consumers with better, innovative and effective products and satisfies the needs in different stages by additivefree, less-burden, absorbable and nutritious products. To comply with the rising usage rate of 3C products and strengthen immunity in 2020, the Company launched new and convenient lutein and echinacea lucid Ganoderma drinks and provided new products such as EXX digestive bacteria powder and BB capsule to satisfy young people's need for product function, instantaneousness and effectiveness.

The Company devotes itself to innovation and development of healthcare foods, complies with consumer needs for different functions, expands young

67

consumer groups and further improve popularity rate to continuously become the best choice of the healthcare product.

Adult milk powder

  • (1) Market share

To satisfy the need for nutrition and health, Quaker enters the adult skim milk powder market by functional product. Launch family series, women's milk powder series and functional milk powder and provide consumers with products with different nutritional ingredients. With market share pioneering other competitive brands in the long run, these products lead the skim milk powder market of Taiwan.

  • (2) Future market demand & supply status and growth In the busy modern society, milk powder is a widespread and convenient nutritious accessory food and a great variety of adult milk powder grows continually and steadily in the market. With adult's increasing need for product function, manufacturers actively launch new products and produce functional products with a higher value from nutritional ingredient to flavor.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Main products high-calcium skim milk powder and high-calcium cholesterollowering milk powder of Quaker passed the certification first in China; glucosamine milk powder of Standard Foods satisfied adult's need by exclusive triple effect formula and showed steady business growth since launch; family high-calcium nutritious milk powder of Standard Foods is a hot-sale product of functional milk powder with balanced nutrition as the main appeal and suitable for all people regardless of age and sex, so it is high-quality functional milk powder for the whole family.

  • Standard Foods devotes to pursuing good nutrition and high quality. National certification of healthy food is the highest recognition of Standard Foods' highquality products and our commitment to the best quality.

Special nutritious product

  • (1) Market share

  • Quaker's nutrient products are honorably awarded special nutritious products by the Ministry of Health, which have the flavor of vanilla, low sugar and no sugar. Product with anti-diabetes formula is a domestic leading brand and recommended by professional physicians and diabetes patients.

  • (2) Future market demand & supply status and growth With the population aging, the ratio of people aged 65 or above increases rapidly. They are the main consumers of special nutritious products who are not only jejune and need a special nutrition formula due to chronic and special diseases, so fast and effective special nutrient supplements have great prospects.

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

68

Quaker launches healthcare products against diabetes, nephrosis and tumor, whose nutrition is accurately calculated by professionals and which are nutritious and effective. Sugar-free and vegetable protein products comply with Chinese people's need for low sugar and vegetarian diet; new formula of product series against diabetes and tumor is launched to satisfy the need of specific groups. Quaker's professional team continuously innovates R&D and upgrades formula in the hope that consumers with special needs become relaxed and vigorous and improve their lives.

Edible oils:

  • (1) Market share

Edible oil is a source of Chinese people's diet and a very important element of diet. "Great Day" edible oil series provide Taiwanese families with healthy "Eating" by high-quality and less-burden R&D concept. A series of products such as sunflower oil, olive oil, canola oil and blended oil has been wellreceived among consumers by healthy and high-quality image for years and is the top choice for Taiwanese families with the highest market share. In the Chinese market, "Mighty" adheres to high quality and has developed the market for years with steady business growth and top market share of sunflower seed oil.

  • (2) Future market supply & demand status and growth As consumer's dietary habit was affected by pandemic prevention in 2020, people are more willing to cook at home and the increasing awareness of food safety and healthy diet also make the food safety and quality become consumers' important criteria when buying edible oil. Products that are in line with these criteria would receive more attention and recognition from the consumers.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Standard Foods understood consumer's need for healthy, safe and nutritious edible oil. "Great Day" product series are high-quality, pure and additive-free and many products passed the certification of "SQF Food Safety and Quality Standard" and Monde Selection, which represented our commitment and guarantee for safety, health and quality to consumers.

  • In the future, we will still focus on quality first and product upgrade, continuously innovate and develop consumer groups at different levels and provide Taiwanese families with better and various choices of edible oil.

Baby Food

  • (1) Market share

Quaker understands parents' care for babies and wants to give babies the best. The Company, on a healthy and scientific basis, continuously develops leading technologies and provides babies with nutrition and protection in all aspects; growth mild powder three probiotics formula, organic rice flour and organic malt extract series win trust from many parents.

  • (2) Future market demand & supply status and growth Despite a low fertility rate, parents are willing to allocate more resources into more secure and high-quality formula products, thus promoting the

69

improvement of the nutritious value of formulas in the future market and development of products closer to breast milk to satisfy modern parents' need for safety, quality and nutritious value.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures Quaker devotes to pursuing high-quality and good nutrition and continuously develops new technologies for mother's concern and baby's nutrition and health. With the unique certification for products imported from Denmark with original packaging, growth three probiotics milk powder that protects baby's intestinal health becomes the top choice; organic rice flour produced using organic rice of Taiwan provides babies with the first pure and additive-free non-staple food; love series products of Quaker provide babies with the best nutrition in different stages to fulfill the commitment of the best formula.

Refrigerated Food (Fresh Delight)

  • (1) Market share

  • Fresh Delight series products have been used by nearly 70% of Taiwanese families and its functional milk and yogurt rank first in market share. Fresh Delight dairy products are secure, diversified high-quality dairy products that satisfy the whole family's need for nutrition.

  • (2) Future market demand & supply status and growth As more and more consumers attach importance to health and practice what they preach, their willingness to absorb balanced nutrition from functional dairy products improves.

There are a great variety of functional dairy products in the market and demand increases steadily. Facing different choices, high-quality, tasty and safe products are the main appeal of consumers.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures We deeply believe that "Natural, additive-free and secure dairy products are best for health". Fresh Delight products series such as milk, functional milk, blended drinks, yogurt drinks and yogurt retain the richest nutritional ingredients and protect the health of the whole family by the most advanced technology.

  • Fresh Delight milk source is controlled strictly to ensure the quality of every process. Fresh Delight 100% milk has passed the inspection from material purchase and production to delivery. Pure, additive-free, nutritious and tasty, it obtained the ITQI Superior Taste Award and provides consumers with the best choice for daily health; Fresh Delight yoghurt is nutritious, natural and secure. With a lactoprotein content of 50%, top-level Greek yogurt attracts yogurt lovers; natural zero product series and YXS yogurt products have high assurance and pass "SQF Food Safety and Quality Standard".

Agent product

(1) Adult milk powder:

In 2020, the adult milk powder market was stable and Fernleaf whole milk powder series had the best performance. After the product and packaging

70

upgrade, market share was maintained through media communication and marketing channels.

  • (2) Sliced cheese:

CHESDALE is the first cheese brand, which carries out sales promotion through media advertising and marketing channel and stresses nutrition and health to maintain market share and popularity rate.

  • (3) Candies:

Despite a great many candy brands, fierce competition, consumer's concern about calories and challenge in market expansion, agent products Mentos and Chupa Chups maintain growth in the competitive candy market. In the future, we will continuously carry forward the brand spirit Who says no to Mentos of Mentos' series and devote to marketing planning; Chupa Chups, the first brand of lollipop, stabilizes consumer groups, launches new products and new packaging quarterly or yearly and carries out theme activities to develop consumer groups and adapt to consumers' buying habit.

EMS service (subsidiary-Domex Corp.):

  • (1) Market share

EMS is a professional electronic manufacturer. Presently, other electronic products than the self-produced are manufactured by EMS and Domex Corp.' EMS market share is lower than 1%.

  • (2) Future market supply & demand status and growth As manufacturers expanded the capacity through factory building or M&A in recent years across the world, horizontal competition became tenser. In the future, EMS will enter a meager profit era and show a "bigger and bigger" trend with the structural change of the science and technology industry.

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

  • Due to a small size, Domex Corp. can improve processes and production lines to adapt to different consumer needs, which are important factors of competition and development. EMS is a growing industry. Domex Corp. will avoid direct competition with large OEMs by small volume and wide variety strategy.

(II) Usage and Manufacturing Processes for Main Products

  1. Usage of main products
Usage of mainproducts
Major products Product usage
Nutritious Foods Provide high-fiber cereal and functional products to
satisfy the health need.
Cooking products Food Provide for cooking.
Other foods Leisure foods.
EMS service
(Subsidiary-Domex Corp.)
Most existing products are communication and
medical products.

71

2. Production process of main products

  • Oatmeal production process: Raw material → slicing → rolling → cooling →

screening → packaging

Oat powder production process: Raw material → soaking → pasting → drying

→ grinding → sieving → packaging

Healthcare drinks production process: Raw material → extracting → filtering

→ blending → filling → packaging

Dairy product production process: Raw material → homogenizing → high-

temperature sterilization → cold storage → filling → packaging

Refined oil production process: Raw oil → degumming, deacidification →

decoloration → deodorization → winterization → packaging

Three-treasure oat production process: Raw material → extrusion forming →

drying → cooling → packaging

EMS service production process (subsidiary-Domex Corp.): Component->SMT>DIP->assembly->test->packaging

(III) Supply situation for the major raw materials

Major Raw Materials SupplySituation
Oat Imported from Australia
Raw oil of sunflower oil Imported from Ukraine
Raw oil of canola oil Imported from Australia
Flour Supplied bydomestic suppliers
Cane sugar Supplied byTaiwanese suppliers
Raw milk Supplied byTaiwanese suppliers
Milk powder Imported from New Zealand, Australia and Europe
and supplied bydomestic suppliers
Electronic components
(subsidiary-Domex Corp.)
Supplied by domestic agents of international
manufacturers and domestic suppliers

72

(IV) Information of main customers in the past two years

1. Information of main customers in the past two years

Unit: NT$ thousand

2019 2019 2019 2019 2020 2020 2020 2020 As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2)
Item
Name
Amount Percent in
annual net
sales (%)
Relationship
with the Issuer
Name Amount Percent in
annual net
sales (%)
Relationship
with the Issuer
Name Amount Percent in net
sales up to the
previous quarter
(%)
Relationship
with the Issuer
Company A
(Note 1)

4,858,711

15.5
Company A
(Note 1)
5,055,541
14.7
Company A
(Note 1)
1,161,495
14.1
Others 26,407,521
84.5
Others 29,410,703
85.3
Others 7,103,121
85.9
Net sales 31,266,232
100.0
Net sales 34,466,244
100.0
Net sales 8,264,616
100.0

Note 1: Name of the customer with more than 10% of the total sales amount in the last two years and the amount and proportion of the sales. Due to the contractual agreement, the name of the sales or the object of the transaction may not be disclosed, and individuals and non-related parties may be disclosed in code names.

Note 2: For a public company whose stocks are listed on a stock exchange (a "listed" company) or by an OTC company, if, before the date of publication of the annual report, there is any financial data for the most recent period audited and attested or reviewed by a CPA, it shall also be disclosed therewith.

2. Information of main customers in the past two years

Unit: NT$ thousand

2019 2019 2019 2019 2020 2020 2020 2020 As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2) As of March 31, 2021 (Note 2)
Item
Name
Amount Percent in
annual net
sales (%)
Relationship
with the Issuer
Name Amount Percent in
annual net
sales (%)
Relationship
with the Issuer
Name Amount Percent in net
sales up to the
previous quarter
(%)
Relationship
with the Issuer
Company A
(Note 1)
2,549,510
13.1
Company A
(Note 1)
3,021,695
12.3
Company A
(Note 1)
1,625,247
26.5
Others 16,853,752
86.9
Others 21,477,632
87.7
Others 4,515,184
73.5
Net
purchase
19,403,262
100.0
Net
purchase
24,499,327
100.0
Net
purchase
6,140,431
100.0

Note 1: A list of any suppliers accounting for 10 percent or more of the Company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from each. Where the Company is prohibited by contract from revealing the name of a client, or where a trading counterpart is a person who is not a related party, it may use a code in place of the actual name: Note 2: For a public company whose stocks are listed on a stock exchange (a "listed" company) or by an OTC company, if, before the date of publication of the annual report, there is any financial data for the most recent period audited and attested or reviewed by a CPA, it shall also be disclosed therewith.

  • 73 -

(V) Table of Production for the Two Most Recent Years

Unit: Tonne/NT$ thousand

Unit: Tonne/NT$thousand Unit: Tonne/NT$thousand Unit: Tonne/NT$thousand
Year
Production
Volume/Value

2019
2020
Main Products Production
Capacity
Production
Volume
Production
Value
Production
Capacity
Production
Volume
Production
Value
Nutritious Foods 131,854.00
114,182.51

12,496,443

131,854.00

112,556.79
11,985,350
Cooking products Food 669,676.00
342,060.92

15,824,251

669,676.00

393,116.27
18,045,428
Others (Note 1)
10,996.08

438,072

(Note 1)

9,512.70
425,265
-
1,310,671.00
(Note 2)

2,143,977

-
1,500,731.00
(Note 2)
3,018,787
Total 801,530.00 467,239.51
30,902,743
801,530.00 515,185.76 33,474,830
1,310,671.00
(Note2)
1,500,731.00
(Note2)

Note 1: Produced by nutritious product production line. Note 2: Unit: Pcs.

(VI) Sales Quantity and Value in the Past 2 Years

Unit: Tonne/NT$ thousand

Year
Sales
Volume/Value
Main
Products

2019

2019

2019

2019
2020 2020 2020 2020
Domestic Sales Foreign Sales Domestic Sales Foreign Sales
Volume Value Volume Value Volume Value Volume Value
Nutritious Foods
108,778.30

11,900,230

723.30

83,921

111,744.50

11,897,604

657.50

71,263
Cooking
products Food
23,435.90
1,916,463

312,727.70

13,634,969

24,112.30

1,989,468

378,460.30

16,490,039
Others 10,831.60
2,515,680


0.00
1,214,969


9,245.80
3,504,934


0.00
512,936



0.00
(Note 1)

486,785.00
(Note 1)

0.00
(Note 1)

445,558.00
(Note 1)
763,877.00
(Note 2)
327,207.00
(Note 2)
1,083,129.00
(Note 2)
248,192.00
(Note 2)
Total 143,045.80
16,332,373

313,451.00
14,933,859
145,102.60
17,392,006
379,117.80
17,074,238



0.00
(Note 1)

486,785.00
(Note 1)

0.00
(Note 1)

445,558.00
(Note 1)
763,877.00
(Note 2)

327,207.00
(Note 2)

1,083,129.00
(Note 2)

248,192.00
(Note 2)

Note 1: in bottles Note 2: Unit: Pcs.

74

III. Information of employees in the Past 2 Years and up to the Report Printing Date

Year Year 2019 2020 As of April30,2021
Number of
Employees
Employees 2,717
2,699

2,644
Employees 945 1,057 1,045
Total 3,662
3,756
3,689
Average Age 36.76
37.38

37.43
Average ServiceYear 6.42
6.28
6.46
Academic
distribution ratio
PhD 18
15

13
Master 232
244

237
Bachelor 1,869
1,977

1,952
High school 1,321
1,322

1,291
Belowhighschool 222
198
196

Note: Including foreign workers

75

IV. Information on Environmental Protection Expenditure

The Company cooperates with the government in practicing environmental protection policies and spares no efforts to protect the environment. In addition to the implementation of environmental management inspection and the introduction of a comprehensive TPM system in the plant, the responsible units are guided to engage in comprehensive independent maintenance, operation monitoring and continuous improvement plans of various pollution prevention and control equipment, so as to maximize the comprehensive efficiency of the equipment.

Standard Foods has passed ISO14001 environmental management system certification since 2014, 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 2020 and up to the date of publication of the annual report, unusual environmental penalty cases of Standard Foods:

  • 1.A few wastes (empty bottles of waste chemicals in the library) were disposed of centrally, and those stored for more than 1 year violated Paragraph 1, Article 36 of the Waste Disposal Method and a fine of NT$ 60,000 was given.

  • 2.Diesel trucks did not undergo exhaust inspection within the specified time due to ignorance, which violated Article 33 of Autonomous Regulations on the Development of Low-carbon Green City of Taoyuan City and a fine of NT$ 20,000 was given.

  • 3.The abovementioned events were caused due to management ignorance and no substantial damage was caused to the environment; the Company has adopted relevant measures, carried out educational training on the abovementioned managerial staffs in 2020, strengthened description and training on essentials and processes of environmental protection and prepared environmental protection tracking and inspection sheet to prevent reoccurrence of ignorance.

  • (II) Environmental protection equipment expenditure In September 2020, increased dust collecting equipment of the slicing room of the oat production line and completed application and check of operator license with costs of NT$ 2.086 million.

76

(III) Estimated environmental protection expenses in the next three years
For environmental protection requirements and increase in the cost of waste disposal,
environmental protection budget increased, net profit was slightly affected and
competitiveness was not affected.
Estimated environmental protection expenses in the next three years
For environmental protection requirements and increase in the cost of waste disposal,
environmental protection budget increased, net profit was slightly affected and
competitiveness was not affected.
Estimated environmental protection expenses in the next three years
For environmental protection requirements and increase in the cost of waste disposal,
environmental protection budget increased, net profit was slightly affected and
competitiveness was not affected.
Estimated environmental protection expenses in the next three years
For environmental protection requirements and increase in the cost of waste disposal,
environmental protection budget increased, net profit was slightly affected and
competitiveness was not affected.
Year 2021 2022 2023
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 NT$ 17,300 thousand NT$ 19,640 thousand NT$ 19,640 thousand
  • (IV) Influence after improvement
Year 2021 2022 2023
Impact on net profit Little Little Little
Impact on competitive
position
None None None

V. Labor Relations

(I) Existing Major Labor Relations and implementation

1.Employee Benefits.

The Company's benefit items are as follows:

  • (1) Handle labor and health insurance as stipulated. If employees pay for various insurances, notify them actively and help them apply for payment to protect their rights and interests.

  • (2) Buy collective insurances for all regular employees (including spouses and children), including life insurance, accident insurance, medical insurance and cancer insurance. The Company pays for these insurances in full amount.

  • (3) Annual bonus and annual bonus issued according to company's operation and performance.

  • (4) Regular physical examination for employees.

  • (5) Gifts distributed for Mid-Autumn Festival, Dragon Boat Festival, Spring Festival and Labor Day.

The Employee Welfare Committee mainly handles the following items:

  • (1) Cash gift distributed for Mid-Autumn Festival, Dragon Boat Festival and Spring Festival.

  • (2) Birthday gifts.

  • (3) Subsidies for marriage, childbirth, funeral, or permanent disability.

77

  • (4) Travel subsidies.

  • (5) Subsidies for club activities.

  • (6) Organization of festival activities.

The Company is equipped with the Employee Welfare Committee, which has been ratified and registered as per document FU-SHE-LAO-ZI 148470 of Taoyuan County Government and document BEI-SHI-LAO-SAN-ZI No. 12761 of the Labor Department of Taipei Municipal Government. The committee was selected and appointed by employees, welfare funds were appropriated monthly and employee benefit was handled.

2.Retirement system

The Company has drafted retirement methods for managerial officers and regular employees.

For employees selected new retirement pension systems from July 1, 2005, the Company has allocated retirement pension to personal accounts of workers of the Bureau of Labor Insurance monthly; for employees who selected old retirement pension systems, the Company allocated retirement funds monthly according to "Labor Standards Act" and actuaries' results, which were managed by the Employee Retirement Reserve Supervision Committee, and deposited them in special accounts of Bank of Taiwan in their name; the Company withdrew welfare and liabilities for managerial officers according to actuaries' results.

3.Educational training

Educational training fees for 2020 were NT$ 10,684 thousand. Talent is a major asset of Standard Foods. We believe that the Company grows with employee growth. Standard Foods persists in and improves talent quality as planned and builds an outstanding team and competitive advantage to achieve sustainable operation objectives. According to function and skill requirements as well as training plans and essentials of all departments, we publicize technical experience and develop core knowledge through internal training system and supervisor training to satisfy employee needs and employee's personal development needs and cultivate professional skills of employees. The marketing team receives a series of training on skills and a collaborative visit to cultivate their professional skills; the annual marketing meeting enables employees to fully understand the company's marketing strategy and actively participate in major activities.

To improve product quality and efficiency, the supply chain center continuously carries out training and guidance of total productive maintenance (TPM) and puts learning outcomes into practice through annual theme formulation, plan implementation and achievement display.

Assist new employees in getting involved as quickly as possible and understanding that the Company is the foundation, so knowledge training, new employee guidance, factory visit and professional course are arranged to help new employees get started quickly and adapt to the organization's culture.

We hope with employees and the Company could grow together, so we check

78

professional skills together with employees so that they can not only understand their working conditions but also develop their learning ability. To build a diversified learning environment, except existing learning methods, online resource learning and professional skill training are conducted so that the Company and employees can plan to learn contents more flexibly. In the future, we will devote ourselves to building a professional and operable learning team based on this!

4.Protective measures for the work environment and employees' safety:

To improve the work environment and employee's safety, the factory introduces occupational safety and health management systems ISO-45001:2018 and CNS 45001:2018 and environmental protection system ISO-14001: 2015 to verify and standardize safety and health system plans developed as stipulated, in line with "planning (P)", “Do (D)”, "Check (C)" and "Audit (A)", under environment integration, safety and health matters and holistic management system and through reference with the external situation and legal development in order to effectively implement an environmental safety management system and improve ESH performance.

5.The top management shall demonstrate its leadership and commitment to the ESH Management System in the following ways:

  • (1) Prevent damage and insalubrity events; provide safe and healthy workplaces and carry out relevant activities to assume absolute responsibility for the effectiveness of ESH management systems.

  • (2) Ensure that the ESH policy and ESH objectives are established, and are compatible with the organization's strategic direction and context;

  • (3) Ensure that the requirements of the ESH Management System are integrated into the organization's business processes.

  • (4) Ensure that the resources required for the ESH Management System are available.

  • (5) Communicate the importance of effectively implementing environment, safety and health management and complying with ESH Management System requirements.

  • (6) Ensure that the ESH Management System can achieve its expected outcomes.

  • (7) Guide and support staff to contribute to the effectiveness of the ESH Management System.

  • (8) Ensure and promote continual improvement.

  • (9) Support other relevant management roles to show their leadership in own responsible areas.

  • (10) Develop, guide and promote an internal organizational culture that supports the expected outcomes of the OSH Management System.

  • (11) While reporting events, harms, risks and opportunities, protect workers from revenge.

  • (12) Ensure that the organization establishes and implements consultation and participation procedures for its workers.

  • (13) Support the establishment and operation of the Safety and Health Committee.

79

6.Employee Code of Practice

To specify rights and obligations of employee and employer, improve the operating management system and encourage employees to make concerted efforts, employee working rules are developed according to the Labor Standards Act and relevant decrees, which specify the code of practice as follows:

  • (1) Employees should be devoted to their duties, comply with company rules and follow supervisors' reasonable guidance and management and should not perform their duties in a perfunctory manner or shuffle and disobey. Supervisors should give guidance to employees kindly.

  • (2) Employees should work seriously and protect public properties inside the Company to reduce losses and improve quality and production and keep business or occupational secrets confidential outside the Company.

  • (3) The Company’s employees shall report their duties and business to supervisors from the first level up and shall not bypass mid-level supervisors and directly report to higher-level supervisors unless it is an emergency or a special circumstance.

  • (4) Without permission, employees should not take relatives and friends to workplaces.

  • (5) Employees shall not use their power for their interests or others.

  • (6) Without the Company's written permission, employees should not engage in similar services outside the Company in order not to the affect performance of the labor contract.

  • (7) Employees shall not receive treats, gifts, rebates, or other illegal benefits in their duties or the violation of their duties.

  • (8) Employees should not carry ammunitions, weapons, dangerous goods (articles and other chemicals and inflammable products that are not needed for work and can cause personal damage or may cause a disaster easily), prohibited goods, articles unrelated to production and illegal articles to workplaces.

  • (9) Without permission, employees should not take public properties out of workplaces or lend them to other units or individuals.

  • (10) Employee and employer should negotiate about changes in labor contracts; if necessary, the employer should mobilize employees according to the following principles:

  • For the need of business management and without malignant motives. If the law or regulation has provided otherwise, the laws shall prevail.

  • Employee's salaries and other labor conditions are not changed in a malignant way.

  • Employees are eligible for work in physical condition and skill.

  • If the workplace is too far, the employer should provide necessary assistance.

  • Consider employee's and their family's life benefits.

7.Labor contract

The Company selects an employee representative according to labor meeting implementation methods drafted by the labor committee and employer representative is recommended by the Company. The term of employee representative and employer representative is three years, the successively selected employee representative should

80

be reappointed, the successively appointed employer representative should be reappointed, the labor meeting should be convened every three months with employee representative and employer representative participating to coordinate labor relations, promote labor cooperation and prevent labor disputes; employee and employer should discuss matters concerning laborer's welfare, labor safety and health, productivity improvement and annual plan and reach a consensus for both parties' benefits.

  • (II) Loss Resulting from Labor-management Relations in the Most Recent Fiscal Year and the Current Fiscal Year up to the Date of Publication of the Annual Report: None.

81

VI. Major Agreements

April 30, 2021

Type of
Contract
Party Contract Duration Contract Content Restrictions
Technical
cooperation
Quaker Oats
Company
1994.07-2034.07.11
(Note 1)
Produce Quaker oatmeal and oat
flour for babies with Quaker brand
in Taiwan
(Note 2)
Distributor/
General
Agent
Fonterra Brands
(Far East)
Limited
2008.04.28-2021.04.27
(Note 3)
Exclusive agency in Taiwan
Fonterra Brands products
(Note 3)
Supply and
Sales
Contract
Welfare Division
of the Ministry
of National
Defense

2020.10.23-2021.10.22
(Note 4)
Provide welfare for officers and
soldiers and their family dependents
of the National Revolutionary Army
None

Note 1: Contracts should be renewed on a basis of five years and both parties should negotiate about renewal of contracts six months before expiration.

Note 2: Net sales of Quaker products decreased by above 18% for consecutive two quarters compared with the preceding year and the Company failed to explain the reason to Quaker Oats Company. If it was not because the Company did not perform the obligations hereunder, Quaker Oats Company shall terminate the contract by issuing a written notice to the Company six months in advance.

Note 3: The sole distributor contract was consent not to be renewed by both parties after it expired on April 27, 2021. Note 4: Renewal of contract per year.

82

Chapter 6. Financial Information

  • I. Condensed balance sheet, income statement, external auditor's name and audit opinion for the most recent five years

  • (1) Condensed Balance Sheets and Statements of Comprehensive Income

- International Financial Reporting Standards (IFRS)

Abbreviated Consolidated Balance Sheet-IFRS-Consolidated

Unit: NT$ thousand

Unit: NT$ thousand
Year
Item

Most-Recent 5-Year Financial Information
As of March 31,
2021 (Note 1)
2016 2017 2018 2019 2020
Current assets 15,127,876
15,496,940

17,107,047

18,513,185

21,125,786

19,777,311
Property, plant and
equipment
4,684,441
5,676,084

5,478,238

5,125,312

4,201,645

4,147,750
Intangible assets 144,702
78,066

73,050

68,087

106,208

104,227
Other assets 1,862,067
1,458,398

1,339,321

1,781,681

2,390,223

2,798,536
Total asset value 21,819,086
22,709,488

23,997,656

25,488,265

27,823,862

26,827,824
Current
liabilities
Before
distribution
6,865,895
7,137,271

7,510,934

7,682,083

8,955,895

7,391,076
After
distribution
8,273,725
8,967,450

9,798,658

10,107,070

(Note 2)

(Note 2)
Non-current liabilities 535,430
548,609

446,397

855,491

852,340

758,998
Total
liabilities
Before
distribution
7,401,325
7,685,880

7,957,331

8,537,574

9,808,235

8,150,074
After
distribution
8,809,155
9,516,059

10,245,055

10,962,561

(Note 2)

(Note 2)
Equity attributable to
owners ofparent company
14,217,975
14,785,740

15,806,926

16,678,127

17,684,488

18,310,660
Share capital 8,798,939
9,150,897

9,150,897

9,150,897

9,150,897

9,150,897
Capital surplus 72,397
83,124

93,045

109,718

127,392

127,392
Retained
earnings
Before
distribution
5,449,618
5,833,327

6,915,111

8,016,188

8,782,873

9,347,842
After
distribution
3,689,830
4,003,148

4,627,387

5,591,201

(Note 2)

(Note 2)
Other equity (81,797) (260,426) (330,945) (577,494) (355,492) (294,289)
Treasurystock (21,182) (21,182) (21,182) (21,182) (21,182) (21,182)
Non-controllingInterests 199,786
237,868

233,399

272,564

331,139

367,090
Total equity Before
distribution
14,417,761
15,023,608

16,040,325

16,950,691

18,015,627

18,677,750
After
distribution
13,009,931
13,193,429

13,752,601

14,525,704

(Note 2)

(Note 2)

Note 1: Reviewed by independent auditors.

Note 2: Determined by resolutions of the Annual General Shareholders' Meeting.

83

Abbreviated Consolidated Income Statement -IFRS-Consolidated

Unit: NTD thousands (EPS: NTD)

Year
Item

Most-Recent 5-Year Financial Information

Most-Recent 5-Year Financial Information

Most-Recent 5-Year Financial Information

Most-Recent 5-Year Financial Information

Most-Recent 5-Year Financial Information
Financial information as of
March 31, 2021 (Note 1)
2016 2017 2018 2019 2020
Operatingrevenue 27,073,564
26,477,924

27,340,587

31,266,232

34,466,244

8,269,002
Grossprofit 8,005,049
7,399,955

8,254,345

9,631,013

9,609,454

2,105,534
Operating profit(loss) 3,011,552
2,794,878

3,149,836

4,423,873

4,044,179

720,185
Non-operating revenue
and expenses
268,253
(49,475)

526,396

124,661

244,532

5,001
Profit before income tax 3,279,805
2,745,403

3,676,232

4,548,534

4,288,711

725,186
Net income from
continuingoperations
2,637,756
2,209,909

2,968,307

3,454,836

3,255,830

571,436
Loss from discontinued
operations
-
-

-

-

-

-
Net Income(Loss) 2,637,756
2,209,909

2,968,307

3,454,836

3,255,830

571,436
Other comprehensive
income for the period
(after tax)
(438,072)
(214,628)

(138,749)

(256,189)

240,351

90,687
Total comprehensive
income for theperiod
2,199,684
1,995,281

2,829,558

3,198,647

3,496,181

662,123
Net Income Attributable
to Shareholders of the
Parent
2,606,544
2,173,044

2,949,089

3,416,097

3,212,801

564,969
Net Income Attributable
to Non-controlling
Interests
31,212
36,865

19,218

38,739

43,029

6,467
Comprehensive Income
Attributable to Owners of
the Parent
2,170,889
1,964,868

2,813,107

3,142,252

3,413,674

626,172
Comprehensive Income
Attributable to Non-
controllingInterests
28,795
30,413

16,451

56,395

82,507

35,951
Earnings per Share
(Note 2)
2.87
2.39

3.25

3.76

3.54

0.62

Note 1: Reviewed by independent auditors. Note 2: Weighted average shares shall be calculated based on the ratio of capital increased by surplus after adjustment.

84

Abbreviated Parent-Company-Only Balance Sheet-IFRS-Individual

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Year
Item

Most-Recent 5-Year Financial Information
2016 2017 2018 2019 2020
Current assets 5,048,559
5,266,070

6,625,406

7,306,207

7,566,635
Property, plant and equipment 1,363,441
1,409,677

1,420,548

1,372,629

1,352,887
Intangible assets 3,558
3,375

1,672

2,943

13,660
Other assets 10,097,381
10,295,641

10,308,831

10,914,409

11,651,568
Total asset value 16,512,939
16,974,763

18,356,457

19,596,188

20,584,750
Current
liabilities
Before
distribution
1,914,283
1,790,235

2,220,075

2,384,532

2,326,250
After
distribution
3,322,113
3,620,414

4,507,799

4,809,519

(Note 1)
Non-current liabilities 380,681
398,788

329,456

533,529

574,012
Total liabilities Before
distribution
2,294,964
2,189,023

2,549,531

2,918,061

2,900,262
After
distribution
3,702,794
4,019,202

4,837,255

5,343,588

(Note 1)
Share capital 8,798,939
9,150,897

9,150,897

9,150,897

9,150,897
Capital surplus 72,397
83,124

93,045

109,718

127,392
Retained
earnings
Before
distribution
5,449,618
5,833,327

6,915,111

8,016,188

8,782,873
After
distribution
3,689,830
4,003,148

4,627,387

5,591,201

(Note 1)
Other equity (81,797) (260,426) (330,945) (577,494) (355,492)
Treasurystock (21,182) (21,182) (21,182) (21,182) (21,182)
Total equity Before
distribution
14,217,975
14,785,740

15,806,926

16,678,127

17,684,488
After
distribution
12,810,145
12,955,561

13,519,202

14,253,140

(Note 1)

Note 1: Determined by resolutions of the Annual General Shareholders' Meeting.

85

Abbreviated Parent-Company-Only Income Statement-IFRS-Individual

Unit: NTD thousands (EPS: NTD)

Unit:NTD thousands (EPS:NTD) Unit:NTD thousands (EPS:NTD) Unit:NTD thousands (EPS:NTD) Unit:NTD thousands (EPS:NTD) Unit:NTD thousands (EPS:NTD)
Year
Item

Most-Recent 5-Year Financial Information
2016 2017 2018 2019 2020
Operating revenue 11,655,791
11,259,683

12,187,907

13,139,944

13,184,535
Gross profit 3,835,072
3,689,421

4,082,297

4,670,008

4,729,064
Operating profit (loss) 2,191,994
2,136,045

2,370,064

2,955,225

2,847,983
Non-operating revenue and
expenses
883,742
427,729

1,117,097

1,228,861

1,073,384

Profit before income tax
3,075,736
2,563,774

3,487,161

4,184,086

3,921,367
Net income from continuing
operations

2,606,544

2,173,044

2,949,089

3,416,097

3,212,801
Loss from discontinued
operations
-
-

-

-

-

Net Income (Loss)
2,606,544
2,173,044

2,949,089

3,416,097

3,212,801
Other comprehensive
income for the period
(after tax)
(435,655)
(208,176)

(135,982)

(273,845)

200,873
Total comprehensive
income for the period
2,170,889
1,964,868

2,813,107

3,142,252

3,413,674

Earnings per share (Note 1)
2.87
2.39

3.25

3.76

3.54

Note 1: Weighted average shares shall be calculated based on the ratio of capital increased by surplus after adjustment.

(2) Name of CPAs and Audit Opinions for the Most Recent 5 Years

Year Accounting Firm Name of CPAs Opinion
2020 Deloitte & Touche Tse-Li Lung, Chih-Yuan Chen Unmodified opinion
2019 Deloitte & Touche Tse-Li Lung, Yang Ching-Chiang Unmodified opinion
2018 Deloitte & Touche Tse-Li Lung, Yang Ching-Chiang Unmodified opinion
2017 Deloitte & Touche Ting-Chen Hsü, Tse-Li Kung Unmodified opinion
2016 Deloitte & Touche Ting-Chen Hsü, Tse-Li Kung Unmodified opinion

86

II. Financial Analysis in the Most Recent Five Years

(1) Consolidated Financial Analysis -IFRS (Consolidated)

Year
Analysis Item
(Note 1)
Year
Analysis Item
(Note 1)

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years
As of March 31,
2021 (Note)
2016 2017 2018 2019 2020
Financial
Structure
(%)
Debt-to-asset ratio (%) 33.92
33.84

33.16

33.50

35.25

30.38
Ratio of long-term capital to
property, plant, and equipment
(%)
319.21
274.35

300.95

347.42

449.06

468.61
Debt service
ability
Current ratio (%) 220.33
217.13

227.76

240.99

235.89

267.58

Quick ratio (%)
127.07
129.47

150.05

175.10

160.32

170.41
Interest coverage ratio (%) 62.24
37.26

46.53

98.03

84.54

63.92
Operating
Ability
Accounts receivable turnover
rate(times)
5.57
5.11

4.86

4.96

5.41

5.75
Average days for cash receipts 65.52
71.42

75.10

73.58

67.46

63.47
Inventory turnover rate (times)
4.80

4.31

4.36

5.51

5.67

4.65
Accounts payable turnover
rate(times)
9.40
9.96

9.76

9.28

10.87

12.80
Average days for sale of goods
76.04

84.68

83.71

66.24

64.37

78.49
Property, plant, and equipment
turnover rate(times)

6.39

5.11

4.90

5.90

7.39

7.92
Total assets turnover rate
(times)
1.28
1.19

1.17

1.26

1.29

1.21
Profitability Return on total assets (%) 12.67
10.21

12.99

14.11

12.37

8.50
Return on equity (%) 18.89
15.01

19.11

20.94

18.62

12.46

Pre-tax profit to paid-in capital
(%) (Note 7)

37.28

30.00

40.17

49.71

46.87

31.70
Net profit margin (%) 9.74
8.35

10.86

11.05

9.45

6.91
Earnings per share (NT$) 2.87
2.39

3.25

3.76

3.54

0.62
Cash Flows Cash flow ratio (%) 32.99
35.62

35.14

65.43

27.13

(9.32)

Cash flow adequacy ratio (%)
91.42
88.34

101.02

118.09

97.00

97.46
Cash reinvestment ratio (%) 5.41
5.88

3.93

13.12

-

(3.09)
Leverage Operating leverage 1.45
1.49

1.47

1.46

1.57

1.73
Financial leverage 1.02
1.03

1.03

1.01

1.01

1.02
Reasons for changes in financial ratios in the most recent two years:
1. The ratio of long-term capital to fixed assets increased in 2020 due to an increase in legal surplus in total equity and a decrease
in net amount of property, plant and equipment.
2. The turnover rate for property, plant and equipment increased in 2020 due to an increase in revenue and a decrease in net
amount of property, plant and equipment.
3. Increase in cash flow ratio in 2020: due to an increase in net cash flow from operating activities.
4. Decrease in cash reinvestment ratio in 2020: due to a decrease in net cash flow from operatingactivities.

Reasons for changes in financial ratios in the most recent two years:

  1. The ratio of long-term capital to fixed assets increased in 2020 due to an increase in legal surplus in total equity and a decrease in net amount of property, plant and equipment.

  2. The turnover rate for property, plant and equipment increased in 2020 due to an increase in revenue and a decrease in net amount of property, plant and equipment.

  3. Increase in cash flow ratio in 2020: due to an increase in net cash flow from operating activities.

  4. Decrease in cash reinvestment ratio in 2020: due to a decrease in net cash flow from operating activities.

Note: Reviewed by CPAs.

87

Financial analysis - International Financial Reporting Standards (Individual)

Year
Analysis Item (Note 1)
Year
Analysis Item (Note 1)

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years

Financial Analysis in the Most Recent Five Years
2016 2017 2018 2019 2020
Financial
Structure
(%)
Debt-to-asset ratio (%) 13.90
12.90

13.89
14.89 14.09
Ratio of long-term capital to
property, plant,and equipment(%)
1,070.72
1,077.16

1,135.93

1,253.92

1,349.60
Debt
service
ability
Current ratio (%) 263.73
294.16

298.43

306.40

325.27
Quick ratio (%) 146.95
170.75

202.26

214.80

238.03
Interest coverage ratio (%) 1,382.73
-

5,091.75

3,125.78

3,618.50
Operating
Ability
Accounts receivable turnover rate
(times)
5.99
5.74

5.97

5.91

5.98
Average days for cash receipts 60.93
63.58

61.13

61.75

61.03
Inventory turnover rate (times) 4.02
4.05

4.36

4.51

4.50
Accounts payable turnover rate
(times)
9.01
9.39

9.90

9.35

9.65
Average days for sale of goods 90.79
90.12

83.71

80.93

81.11
Property, plant, and equipment
turnover rate(times)
8.67
8.12

8.61

9.41

9.67
Total assets turnover rate (times) 0.71
0.67

0.69

0.69

0.66
Profitability Return on total assets (%) 15.91
12.98

16.70

18.01

16.00
Return on equity (%) 18.94
14.98

19.28

21.03

18.70

Ratio of Pre-tax Net Income to
Paid-in Capital
Ratio(%) (Note 5)
34.96
28.02

38.11

45.72

42.85
Net profit margin (%) 22.36
19.30

24.20

26.00

24.37
Earnings per share (NT$) 2.87
2.39

3.25

3.76

3.54
Cash Flows Cash flow ratio (%) 106.59
107.93

79.67

105.51

54.96

Cash flow adequacy ratio (%)
137.07
129.44

119.95

114.28

92.15
Cash reinvestment ratio (%) 4.74
3.09

(0.34)

1.18

(5.58)
Leverage Operating leverage 1.40
1.40

1.35

1.29

1.34
Financial leverage 1.00
1.00

1.00

1.00

1.00
Reasons for changes in financial ratios in the most recent two years:
1. The decrease in the cash flow ratio in 2020 was mainly due to a decrease in net cash flows generated from operating
activities.
2. The cash reinvestment ratio decreased in 2020 due to a decrease in net cash flows from operating activities, increase in
working capital (increase in other receivables-related people in current assets) and increase in investments by the equity
method.

Reasons for changes in financial ratios in the most recent two years:

  1. The decrease in the cash flow ratio in 2020 was mainly due to a decrease in net cash flows generated from operating activities.

  2. The cash reinvestment ratio decreased in 2020 due to a decrease in net cash flows from operating activities, increase in working capital (increase in other receivables-related people in current assets) and increase in investments by the equity method.

  3. Note 1: The following formulas should be outlined at the end of the annual report: 1. Financial structure

(1) Debt ratio = Total liabilities/Total assets.

(2) Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities)/Net value of property, plant, and equipment.

88

  1. Solvency

    • (1) Current ratio = Current assets/Current liabilities.

    • (2) Quick ratio = (Current assets - Inventories - Prepaid expenses)/Current liabilities.

    • (3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.

  2. Operating ability

    • (1)Accounts receivable (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of accounts receivable (including accounts receivable and notes receivable generated from operations) for each period.

      • (2) Average days for cash receipts = 365/Accounts receivable turnover rate.
    • (3) Inventory turnover rate = Cost of goods sold/Average inventories.

    • (4) Accounts payable (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of accounts payable (including accounts payable and notes payable generated from operations) for each period.

      • (5) Average days for sale of goods = 365/Inventory turnover rate.
    • (6) Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.

    • (7) Total assets turnover rate = Net sales/Average total assets.

  3. Profitability

    • (1) Return on assets = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.

    • (2) Return on equity = Income after tax/Average total equity.

    • (3) Net profit margin = Income after tax/Net sales.

    • (4) Earnings per share = (Income attributable to owners of the parent - preferred stock dividends)/Weighted average number of shares issued. (Note 2)

  4. Cash flows

    • (1) Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.

    • (2) Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends).

    • (3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital). (Note 3)

  5. Leverage

    • (1) Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income (Note 4).

    • (2) Financial leverage = Operating income/(Operating income - Interest expenses).

  6. Note 2: Special attention shall be paid to the following matters when using the calculation formula of earning per share above:

  7. Shares outstanding is based on weighted average shares, and not based on year-end shares outstanding.

  8. Cash offerings or treasury stock transactions are considered in calculating weighted average shares.

  9. Earnings appropriation or reserves to paid-in capital shall be calculated and adjusted accordingly.

  10. If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends), from after-tax net profit. If preferred shares are non-cumulative, in the event of net profits, preferred shares shall be subtracted after tax, but no adjustments needed if there are losses.

  11. Note 3: Special attention should be paid to the following when measuring cash flow analysis:

  12. Cash flows from operating activities refer to operating cash flows.

  13. Capital expenditures are from the annual cash flow statements on capital expenditure outflows.

  14. Inventory increases are from period-end balance greater than period beginning balances, if inventories are less, then zero is applied.

  15. Cash dividends include common stock and preferred shares dividends.

  16. Property, plant, and machinery balance is after subtracting accumulative depreciation.

  17. Note 4: The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.

  18. Note 5: Where Corporation shares have no par value or where the par value per share is not NTD 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio belonging to the owner of the parent Corporation of the asset balance sheet.

89

III. Audit Committee's Audit Report on the Financial Statement for the Most Recent Year

Standard Foods Corporation

Audit Committee Review Report

The Board of Directors has prepared and submitted the Company's 2020 Business Report, Consolidated Financial Statements, Individual Financial Statements, and earnings distribution plans, of which the Consolidated Financial Statements and Individual Financial Statements have been audited and certified by the independent auditors of Deloitte & Touche and Chih-Yuan Chen, and an audit report has been issued. The abovementioned Business Report, Consolidated Financial Statements, Individual Financial Statements, and earnings distribution plans have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely,

Shareholders’ Meeting of Standard Foods Co., Ltd. in 2021

Standard Foods Corporation

Convener of the Audit Committee: Ben Chang

March 23, 2021

90

IV. Consolidated Financial Statements for the Most Recent Fiscal Year

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, 2020 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 22, 2021

  • 91 -

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, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, 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, 2020 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. 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. 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.

  • 92 -

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, 2020. 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, 2020 is stated as follows:

Estimate of Return Liability

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

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

  1. We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.

  2. We selected samples from the sales return transactions and inspected the correctness of the sales returns in current year.

  3. We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.

Other Matter

We have also audited the parent company only financial statements of Standard Foods Corporation as of and for the years ended December 31, 2020 and 2019, 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.

  • 93 -

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.

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, 2020 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.

  • 94 -

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

Deloitte & Touche Taipei, Taiwan Republic of China March 22, 2021

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.

  • 95 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 25)
Trade receivables (Notes 10 and 25)
Trade receivable from related parties (Notes 25 and 33)
Finance lease receivables - current (Note 11)
Other receivables (Note 10)
Current tax assets (Note 27)
Inventories (Note 12)
Prepayments (Note 13)
Other current assets (Notes 19 and 34)
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 34)
Right-of-use assets (Note 16)
Investment properties (Notes 17 and 34)
Goodwill
Other intangible assets (Note 18)
Deferred tax assets (Note 27)
Finance lease receivables - non-current (Note 11)
Net defined benefit assets - non-current (Note 23)
Other non-current assets (Notes 19 and 34)
Total non-current assets
LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 20 and 34)

Short-term bills payable (Note 20)

Contract liabilities - current (Note 25)

Notes payable (Note 21)

Trade payables (Note 21)

Trade payables to related parties (Note 33)

Other payables (Note 22)

Current tax liabilities (Note 27)

Lease liabilities - current (Note 16)

Current portion of long-term borrowings (Notes 20 and 34)

Other current liabilities (Note 5 and 22)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 27)

Lease liabilities - non-current (Note 16)

Net defined benefit liabilities - non-current (Note 23)

Other non-current liabilities (Note 22)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS (Note 24)


Total equity


TOTAL
2020 2019
































































Amount
%
$ 4,332,018
16
1,490,336
5
249,485
1
1,728,070
6
3,154
-
6,295,581
23
9,011
-
2,917
-
224,370
1
23,063
-
5,124,648
18
1,579,289
6

63,844

-

21,125,786

76
10,666
-
267,178
1
4,201,645
15
626,440
2
844,797
3
817
-
105,391
-
417,127
2
24,031
-
3,521
-

196,463

1

6,698,076

24
$ 27,823,862
100
$ 1,846,767
7
129,869
1
748,044
3
90,333
-
2,107,188
8
20,526
-
3,442,258
12
399,020
1
77,782
-
-
-

94,108

-

8,955,895

32
351,328
1
200,191
1
280,701
1

20,120

-

852,340

3

9,808,235

35

9,150,897

33

127,392

-
3,287,022
12
577,494
2

4,918,357

18

8,782,873

32

(355,492)

(1)

(21,182)

-
17,684,488
64

331,139

1

18,015,627

65
$ 27,823,862
100


























































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

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

  • 96 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Notes 25 and 33)

OPERATING COSTS
Cost of goods sold (Notes 12, 26 and 33)

GROSS PROFIT

OPERATING EXPENSES (Note 26)
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
Interest income (Note 26)
Other income (Note 26)
Other gains (Notes 26 and 29)
Finance costs (Note 26)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 27)

Total items that will not be reclassified
subsequently to profit or loss
2020
Amount
%
$ 34,466,244 100

24,856,790
72


9,609,454
28

4,232,068 12
1,152,067
3
166,035
1

15,105

-


5,565,275
16


4,044,179
12

119,907
-
39,862
-
136,100
1

(51,337)

-


244,532

1

4,288,711 13

1,032,881

3


3,255,830
10

(26,831)
-
140,235
-

5,347

-


118,751

-
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

74,819
-

35,918
-

60,803
-

(46,879)

-

124,661

-

4,548,534 14

1,093,698

3

3,454,836
11

(36,667)
-

54,764
-

7,671

-

25,768

-
(Continued)
  • 97 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations

Income tax relating to the items that may be
reclassified subsequently to profit or loss
(Note 27)

Total items that may be reclassified
subsequently to profit or loss

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 28)
Basic
Diluted
2020
Amount
%
$ 151,809
-

(30,209)

-


121,600

-


240,351

-

$ 3,496,181
10

$ 3,212,801 10

43,029

-

$ 3,255,830
10

$ 3,413,674 10

82,507

-

$ 3,496,181
10

$ 3.54
$ 3.53
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


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

(Concluded)

  • 98 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019
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
Appropriation of 2019 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, 2020
Other comprehensive income (loss)
for the year ended December 31,
2020, net of income tax
Total comprehensive income for the
year ended December 31, 2020
BALANCE AT DECEMBER 31,
2020
Equity Attributa ble to Owners of the Company Total
Non-controlling
Interests
$ 15,806,926
$ 233,399


-

-


-

-


(2,287,724)

-


16,673

-


-

(17,230)


3,416,097
38,739

(273,845)

17,656


3,142,252

56,395


16,678,127

272,564


-

-


-

-


(2,424,987)

-


17,674

-


-

(23,932)


3,212,801
43,029

200,873

39,478


3,413,674

82,507

$ 17,684,488
$ 331,139
Total Equity
$ 16,040,325
Ordinary Shares Capital Surplus
$ 9,150,897
$ 93,045

-

-

-

-

-

-

-

16,673

-

-
-
-

-

-

-

-

9,150,897

109,718

-

-

-

-

-

-

-

17,674

-

-
-
-

-

-

-

-
$ 9,150,897
$ 127,392

Legal Reserve
Special Reserve
Unappropriated
Earnings

$ 2,650,503
$ 260,426
$ 4,004,182


294,909

-

(294,909)


-

70,519

(70,519)


-

-

(2,287,724)



-

-

-


-

-

-


-
-
3,416,097

-

-

(27,296)


-

-

3,388,801



2,945,412

330,945

4,739,831


341,610

-

(341,610)


-

246,549

(246,549)


-

-

(2,424,987)



-

-

-


-

-

-


-
-
3,212,801

-

-

(21,129)


-

-

3,191,672


$ 3,287,022
$ 577,494
$ 4,918,357
Other Equity Total
Treasury Shares
$ (330,945)
$ (21,182)


-

-


-

-


-

-


-

-


-

-


-
-

(246,549)

-


(246,549)

-


(577,494)

(21,182)


-

-


-

-


-

-


-

-


-

-


-
-

222,002

-


222,002

-

$ (355,492)
$ (21,182)




















Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (412,869)
$ 81,924


-

-


-

-


-

-


-

-


-

-


-
-

(280,169)

33,620


(280,169)

33,620


(693,038)

115,544


-

-


-

-


-

-


-

-


-

-


-
-

120,832

101,170


120,832

101,170

$ (572,206)
$ 216,714
Total
$ 6,915,111


-


-

-

-

-

-

-

(2,287,724)

-

(2,287,724)

16,673

16,673


-

-

(17,230)

3,454,836

(256,189)

3,198,647

-

-

3,416,097

(27,296)

3,388,801

-

109,718


8,016,188

16,950,691


-


-

-

-

-

-

-

(2,424,987)

-

(2,424,987)

17,674

17,674


-

-

(23,932)

3,255,830

240,351

-

-

3,212,801

(21,129)

3,191,672

-

3,496,181
$ 127,392
$ 8,782,873
$ 18,015,627

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

  • 99 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 on disposal of investment properties
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as fair value through profit or
loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Inventories

Prepayments
Other current assets
Accrued pension assets
Contract liabilities
Notes payable
Trade payables
Trade payables - related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

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

Refund of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets
2020
$ 4,288,711

596,990
65,479
15,105
(929)
51,337
(119,907)
(9,809)
2,959
-
-
(823,078)
(134)
172,746
(9,011)
(21,040)
(1,427,914)
(172,766)
(34,073)
(2,602)
409,533
(227,045)
85,049
(5,615)
562,724
64,643
(46,228)

3,415,125
110,023
(51,777)
(1,043,196)

2,430,175

(3,929,027)
4,412,156
(281,891)
20,943
(42,768)
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)
20,095

(7,564)
(Continued)
  • 100 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Decrease in finance lease receivables

Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Decrease in other non-current assets
Other dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term bills payable
Decrease in short-term bills payable
Payments for long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in other financial liabilities
Decrease in other financial liabilities
Decrease in other non-current liabilities
Dividends paid to owners of the Company

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE 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
2020
$ 2,775

-
83,674
(73,606)
-
9,809

202,065

440,344
-
29,901
-
(6,000)
(88,207)
-
(286)
(2,851)
(2,431,245)

(2,058,344)

52,219

626,115
3,705,903

$ 4,332,018
2019
$ 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

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

(Concluded)

  • 101 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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 22, 2021.

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

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

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

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

The Group applies the amendments to IFRS 3 to transactions that occur on or after January 1, 2020. 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 that together significantly contribute to the ability to create outputs. To determine whether an acquired process is substantive, different criteria apply, depending on whether there are outputs at the acquisition date. 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 Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

  • 102 -

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021

New IFRSs
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
“Interest Rate Benchmark Reform - Phase 2”

Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”
Effective Date
Announced by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021
June 1, 2020

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
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or Non-
current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • 103 -

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

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.

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

  • 104 -

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 noncontrolling 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.

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 entity in the Group, 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 entities in the Group (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

  • 105 -

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.

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 rental and/or for capital appreciation. Investment properties include right-of-use assets and properties under construction that meet the definition of investment properties. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured 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.

  • 106 -

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.

  • 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 property, plant and equipment, right-of-use asset, intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset 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. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

The 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 corresponding asset, cashgenerating 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 on the asset, 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.

  • 107 -

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 32.

  • 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, 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

  • 108 -

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.

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

  • 109 -

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.

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.

  • 3) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 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. 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

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.

  • 110 -

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.

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. Rightof-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.

  • 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.

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

  • 111 -

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 services.

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.

  • r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, 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.

  • 112 -

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.

Estimate of Return Liability

The sales of goods are recognized upon completion of the profit-making process, on the conditions set out in Note 4. Management estimates the return liability based on market condition and the historical return rates. The sales return allowance are recorded as the deduction of sales, and management periodically reviews the reasonableness of accounting estimates.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents (investments with original maturities of 3 months
or less)
Time deposits
Repurchase agreements collateralized by bonds

December 31 December 31


2020
$ 2,336
4,258,398
71,284
-

$ 4,332,018
2019
$ 2,940

3,198,093

184,478
320,392
$ 3,705,903

The market rate intervals of cash in bank at the end of the reporting period were as follows:

December 31 2020 2019

  • 113 -

Bank balance Repurchase agreements collateralized by bonds

0.001%-3.220% 0.001%-3.220% - 0.550%-0.560%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31
2020
2019
Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
$ 1,461,304 $ 667,673
Note cash

29,032

-
$ 1,490,336
$ 667,673
(Continued)
December 31
2020
2019
Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted shares
$ 10,666
$ 7,575
(Concluded)
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31
2020
2019
Current
Investments in equity instruments at fair value through other
comprehensive income (FVTOCI)
$ 249,485
$ 186,711
Non-current
Investments in equity instruments at FVTOCI
$ 267,178
$ 189,695
a. Investments in equity instruments at FVTOCI
December 31
2020
2019
Current
Listed shares and emerging market shares
Ordinary shares - Far Eastern International Bank
$ 15,374
$ 16,479
Ordinary shares - Chunghwa Telecom Co., Ltd
5,297
5,346
December 31 December 31


2020
2019
$ 1,461,304 $ 667,673
29,032

-
$ 1,490,336
$ 667,673
(Continued)
December 31

2020
2019
$ 249,485
$ 186,711
$ 267,178
$ 189,695
December 31
2020
2019
$ 15,374
$ 16,479
5,297
5,346

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

  • 114 -
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.

8,815
19,881
152,418

47,700

$ 249,485

$ 62,423

14,918
188,784

1,053

$ 267,178
9,126
19,198
106,772

29,790
$ 186,711
$ 65,640
15,702
107,424

929
$ 189,695
  • 115 -

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.

Dividends of $9,809 thousand and $11,231 thousand were recognized during 2020 and 2019, respectively.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months
December 31 December 31
2020
$ 1,728,070
2019
$ 2,206,805

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.35%-4.13% and 0.65%-2.85% per annum as of December 31, 2020 and 2019, 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
Subsidy receivable
Others

December 31 December 31






2020
$ 3,154

$ 6,328,068
(32,487)

$ 6,295,581

$ 19,033
3,259
19,543
182,535

$ 224,370
2019
$ 2,977
$ 6,460,483
(20,933)
$ 6,439,550
$ 8,912

595

3,118
180,458
$ 193,083

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.

  • 116 -

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 approach considering 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.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2020


Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2019

Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost
Not Past Due
0.01%
$ 5,855,491

(537)

$ 5,854,954

Not Past Due
0.01%
$ 6,340,444

(733)

$ 6,339,712
Less than 30
Days

0.44%
$ 353,466

(1,549)

$ 351,917

Less than 30
Days

1.68%
$ 54,029

(906)

$ 53,124
31 to 90 Days 91 to 180 Days Over 180 Days
2.97%
51.56%
96.04%
$ 74,259 $ 40,270 $ 7,736

(2,207)

(20,764)

(7,430)

$ 72,052
$ 19,506
$ 306

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
Total
$ 6,331,222

(32,487)
$ 6,298,735
Total
$ 6,463,460

(20,933)
$ 6,442,527

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
2020
2019
$ 20,933
$ 8,792
15,105
12,762
(4,206)
-

655

(621)
$ 32,487
$ 20,933
For the Year Ended December 31
2020
2019
$ 20,933
$ 8,792
15,105
12,762
(4,206)
-

655

(621)
$ 32,487
$ 20,933
For the Year Ended December 31
2020
2019
$ 20,933
$ 8,792
15,105
12,762
(4,206)
-

655

(621)
$ 32,487
$ 20,933
2020
$ 20,933

15,105
(4,206)

655

$ 32,487
2019
$ 8,792
12,762
-

(621)
$ 20,933
  • 117 -

11. FINANCE LEASE RECEIVABLES

Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6 onwards
Less: Unearned finance income
Net investment in leases presented as finance lease receivables
December 31



2020
$ 4,200

4,700
4,800
4,800
4,800

8,600

31,900

(4,952)

$ 26,948
2019
$ 4,200
4,200
4,700
4,800
4,800

13,400
36,100

(6,377)
$ 29,723

As of December 31, 2020, 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


2020
$ 640,373
1,977,416
350,629
2,092,141
64,089

$ 5,124,648
2019
$ 578,324

1,544,663

354,748

1,101,188
68,061
$ 3,646,984

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 included reversals of inventory writ-downs of $12,132 thousand and loss on abandoned inventories of $44,415 thousand. 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.

13. PREPAYMENTS

Prepayments for purchases

Prepayments for rent
Prepayments for insurance
Excess business tax paid
Prepayments for advertisements
Others

December 31 December 31


2020
$ 1,025,145

5,274
980
212,798
19,490
315,602

$ 1,579,289
2019
$ 884,193
6,215
1,139
255,952
13,578
224,149
$ 1,385,226
  • 118 -

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
The Company
Standard Foods, LLC.
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
Le Bonta Wellness Co., Ltd.
(“Shanghai Le Bonta”)
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
2020
2019
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
-
100.0
100.0
-
100.0
-
In June 2020, the Company invested
US$300 thousand and established
Standard Foods, LLC.
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
100.0
100.0
-
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
-

15. PROPERTY, PLANT AND EQUIPMENT


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
Freehold Land
$ 702,405

-

702,405
-
-
-
-

-

$ 702,405
Buildings
$ 3,447,188

-


3,447,188

-

(49,378 )

871,706

(129,033 )

(62,333)

$ 4,078,150
Equipment
$ 4,153,208

-


4,153,208

846

(315,990 )

279,875

-

(48,741)

$ 4,069,198
Other
Equipment
$ 610,658

(9,752)


600,906

2,429

(53,531 )

124,342

-

(112,208)

$ 561,938
Property in
Construction
Total
$ 1,019,714 $ 9,933,173

-

(9,752)

1,019,714
9,923,421

402,529
405,804

(166 )
(419,065 )
(1,275,904 )
19
(129,033 )

(7,285)

(230,567)
$ 138,888
$ 9,550,579
(Continued)
  • 119 -

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

Cost
Balance at January 1, 2020

Additions
Disposals
Reclassified
Transfers to investment properties
Effects of foreign currency exchange differences

Balance at December 31, 2020

Accumulated depreciation and impairment
Balance at January 1, 2020

Disposals
Depreciation expenses
Transfers to investment properties
Effects of foreign currency exchange differences

Balance at December 31, 2020

Carrying amount at December 31, 2020
Freehold Land
$ -

-

-
-
-
-

-

$ -

$ 702,405

$ 702,405
-
-
2,940
-

-

$ 705,345

$ -
-
-
-

-

$ -

$ 705,345
Buildings
$ 1,234,242

-


1,234,242

(35,189 )

169,112

(115,644 )

17,158

$ 1,269,679

$ 2,808,471

$ 4,078,150

324

(9,510 )

48,874

(748,948 )

23,825

$ 3,392,715

$ 1,269,679

(9,171 )

171,841

(29,475 )

7,891

$ 1,410,765

$ 1,981,950
Equipment
$ 2,748,680

-


2,748,680

(277,760 )

279,868

-

(20,571)

$ 2,730,217

$ 1,338,981

$ 4,069,198

16,303

(104,134 )

167,842

-

18,984

$ 4,168,193

$ 2,730,217

(95,763 )

271,391

-

8,908

$ 2,914,753

$ 1,253,440
Other
Equipment
$ 472,013

(3,863)


468,150

(48,675 )

46,359

-

(40,463)

$ 425,371

$ 136,567

$ 561,938

4,434

(34,845 )

39,470

-

3,831

$ 574,828

$ 425,371

(33,165 )

46,004

-

2,711

$ 440,921

$ 133,907
Property in
Construction
Total
$ - $ 4,454,935

-

(3,863)

-
4,451,072

-
(361,624 )

-
495,339

-
(115,644 )

-

(43,876)
$ -
$ 4,425,267
$ 138,888
$ 5,125,312
$ 138,888 $ 9,550,579

260,830
281,891

(13,512 )
(162,001 )

(259,126 )
-

-
(748,948 )

(77)

46,563
$ 127,003
$ 8,968,084
$ - $ 4,425,267

-
(138,099 )

-
489,236

-
(29,475 )

-

19,510
$ -
$ 4,766,439
$ 127,003
$ 4,201,645
(Concluded)

No impairment assessment was performed for the years ended December 31, 2020 and 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 34 for the carrying amount of property, plant and equipment pledged by the Group to secure borrowings granted to the Group.

  • 120 -

16. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amounts
Land

Buildings
Office equipment
Transportation equipment



Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings
Office equipment
Transportation equipment

December 31 December 31
2020
$ 399,166

218,696
444

8,134

$ 626,440

For the Year Ended
2019
$ 404,964
286,147
390

8,178
$ 699,679
December 31



2020
$ 15,812

$ 12,314

77,501
76

3,633

$ 93,524
2019
$ 176,972
$ 12,381
61,539
29

2,975
$ 76,924

b. Lease liabilities

Carrying amounts
Current

Non-current
December 31 December 31

2020
$ 77,782

$ 200,191
2019
$ 83,119
$ 264,496

Range of discount rates for lease liabilities was as follows:

Land
Buildings
Office equipment
Transportation equipment
December 31
2020
2019
1.07%-1.49%
1.07%-1.49%
1.07%-4.35%
1.07%-4.35%
1.07%
1.07%
1.07%-3.77% 1.07%-12.04%
  • 121 -

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.


Expenses relating to short-term leases

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
For the Year Ended For the Year Ended December 31



2020
$ 92,994

$ 1,144

$ 77

$ (192,131)
2019
$ 96,334
$ 881
$ -
$ (178,717)

The Group’s leases of certain office equipment 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.

17. INVESTMENT PROPERTIES

Cost
Balance at January 1, 2019

Transfers from right-of-use assets
Transfers from property, plant and equipment
Disposals
Effects of foreign currency exchange differences
Balance at December 31, 2019

Accumulated depreciation and impairment
Balance at January 1, 2019

Depreciation expenses
Disposals
Transfers from right-of-use assets
Transfers from property, plant and equipment
Effects of foreign currency exchange differences
Balance at December 31, 2019

Carrying amount at December 31, 2019
Completed
Investment
Properties
$ 157,309

-
129,033
(41,592)
(3,039)

$ 241,711

$ 46,533

2,310
(37,324)
-
115,644
(2,729)

$ 124,434

$ 117,277
Right-of-use
Assets
$ -

5,898
-

-
(350)

$ 5,548

$ -

225

-
123
-
(15)

$ 333

$ 5,215
Total
$ 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
(Continued)
  • 122 -
Cost
Balance at January 1, 2020

Transfers from property, plant and equipment
Effects of foreign currency exchange differences
Balance at December 31, 2020

Accumulated depreciation and impairment
Balance at January 1, 2020

Depreciation expenses
Transfers from property, plant and equipment
Effects of foreign currency exchange differences
Balance at December 31, 2020

Carrying amount at December 31, 2020
Completed
Investment
Properties
$ 241,711
748,948
19,081

$ 1,009,740

$ 124,434
13,796
29,475
2,092

$ 169,797

$ 839,943
Right-of-use
Assets
$ 5,548

-
87

$ 5,635

$ 333

434

-
14

$ 781

$ 4,854
Total
$ 247,259

748,948
19,168
$ 1,015,375
$ 124,767

14,230

29,475
2,106
$ 170,578
$ 844,797
(Concluded)

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 $1,146,959 thousand and $212,653 thousand as of December 31, 2020 and 2019, respectively. The management of the Group determined the fair value with reference to market transaction prices of similar properties.

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 34.

18. INTANGIBLE ASSETS

Trademark
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
Computer
Software
$ 233,269

7,564
-

(1,120)

$ 239,713
Total
$ 440,308
7,564
34

19,067
$ 466,973
(Continued)
  • 123 -
Trademark
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

Cost

Balance at January 1, 2020
$ 227,260

Additions
28,747
Disposals
-
Effects of foreign currency exchange differences
5,730

Balance at December 31, 2020
$ 261,737

Accumulated amortization and impairment
Balance at January 1, 2020
$ 163,442

Disposals
-
Amortization expenses
4,822
Effects of foreign currency exchange differences
2,401

Balance at December 31, 2020
$ 170,665

Carrying amount at December 31, 2020
$ 91,072
Computer
Software
$ 230,807

6,551

(1,096)

$ 236,262

$ 3,451

$ 239,713

14,021
(28,456)

(39)

$ 225,239

$ 236,262

(28,456)
3,158

(44)

$ 210,920

$ 14,319
Total
$ 368,076
11,632

19,996
$ 399,704
$ 67,269
$ 466,973
42,768
(28,456)

5,691
$ 486,976
$ 399,704
(28,456)
7,980

2,357
$ 381,585
$ 105,391
(Concluded)

No impairment assessment was performed for the year ended December 31, 2020 and 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:

Trademark 10-20 years Computer software 2-3 years

19. OTHER ASSETS

Current
Pledge time deposits (Note 34)

Advances to officers
Temporary payments
Right to recover a product
Others

December 31 December 31


2020
$ 4,016

24,291
10,094
25,320

123

$ 63,844
2019
$ 4,013
15,570
9,683
-

118
$ 29,384
  • 124 -

Non-current

Prepayments for equipment

Refundable deposits
Pledge time deposits (Note 34)
Others

$ 24,737

56,259
-

115,467

$ 196,463
$ 6,984
53,615
85,950

114,426

$ 260,975

20. BORROWINGS

a. Short-term borrowings

Secured borrowings (Note 34)
Bank loans

Unsecured borrowings
Bank loans
Others

December 31 December 31


2020
$ 180,000

1,650,614
16,153

$ 1,846,767
2019
$ 150,000
1,232,955
-
$ 1,382,955

The range of interest rates on bank loans was 0.95%-3.20% and 1.05%-4.35% per annum as of December 31, 2020 and 2019, respectively.

  • b. Short-term bills payable
Commercial paper

Less: Unamortized discount on bills payable

December 31 December 31


2020
$ 130,000


(131)

$ 129,869
2019
$ 100,000

(32)
$ 99,968

Outstanding short-term bills payable were as follows:

December 31, 2020

Financial
Institutions
Commercial paper
Mega Bills Finance
Co., Ltd.

International Bills
Finance Corp.
Taiwan Bills
Finance Corp.
Nominal
Amount
$ 30,000
50,000

50,000
Discount
Amount
$ (39)

(49)

(43)
Carrying
Amount
Interest
Rate
Collateral

$ 29,961
1.24%
-


49,951
1.19%
-

49,957
1.29%
-
Carrying
Amount of
Collateral
$ -
-

-
  • 125 -

$ 130,000 $

(131) $ 129,869

$ -

December 31, 2019

Financial
Institutions
Commercial paper
Mega Bills Finance
Co., Ltd.

International Bills
Finance Corp.

Nominal
Amount
$ 50,000

50,000

$ 100,000
Discount
Amount
$ (3)

(29)

$ (32)
Carrying
Amount
Interest
Rate
Collateral

$ 49,997
1.36%
-


49,971
1.34%
-

$ 99,968
Carrying
Amount of
Collateral
$ -

-
$ -
  • c. Long-term borrowings
Secured borrowings (Note 34)
Bank loans*
Less: Current portions
Long-term borrowings
December 31


2020
$ -


-

$ -
2019
$ 6,000

(6,000)
$ -
  • As of December 31, 2020, the interest rate of the bank borrowings secured by the Group’s equipment (see Note 34) was 1.91% per annum. The bank borrowings will be repayable quarterly from March 2018. The bank borrowing was repayable at the end of February 2020.

21. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating

Non-operating


Trade payables
Operating
December 31 December 31



2020
$ 90,288

45

$ 90,333

$ 2,107,188
2019
$ 316,444
-
$ 316,444
$ 2,014,619

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.

  • 126 -

22. OTHER LIABILITIES

Current
Other payables
Payable for salaries or bonuses

Payable for compensation of employees
Payable for remuneration of directors
Payable for commission and rebates
Advertisement payable
Payable for royalties
Payable for freight
Payable for equipment
Others


Other liabilities
Advance receipts from customers

Return liability
Others


Non-current
Other liabilities
Guarantee deposits

Others

**December 31 ** **December 31 **








2020
$ 368,144

49,921
21,965
1,234,532
226,393
23,682
116,854
86,794

1,313,973

$ 3,442,258

$ 2,430

41,596

50,082

$ 94,108

$ 19,990


130

$ 20,120
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

In accordance with business practices, the Group accepts the returns of goods sold. Taking into account the historical experience in the past, the Company estimates the return rate with the most probable amount, and recognizes the return liability, which accounts for other current liabilities, and related product rights to be returned, which accounts for other current assets.

23. 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 Act. 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

  • 127 -

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
2020
2019
Present value of funded defined benefit obligation
$ 719,471
$ 719,306
Fair value of plan assets
(442,291)
(421,021)
Net defined benefit liabilities
$ 277,180
$ 298,285
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, 2019
$ 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
Service cost
Current service cost
10,442
-
10,442
Net interest expense (income)

5,126

(3,002)

2,124
Recognized in profit or loss

15,568

(3,002)

12,566
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(14,827)
(14,827)
Actuarial loss - changes in demographic
assumptions
3,162
-
3,162
Actuarial gain - changes in financial
assumptions
24,179
-
24,179
Actuarial loss - experience adjustments

14,317

-

14,317
Recognized in other comprehensive income

41,658

(14,827)

26,831
Contributions from the employer

-

(61,367)

(61,367)
Contributions from plan participants

2,590

(2,590)

-
December 31

Movements in net defined benefit liabilities (assets) were as follows:

  • 128 -
Benefits paid

Exchange differences

Balance at December 31, 2020

(62,523)


2,872

$ 719,471
62,523

(2,007)

$ (442,291)
-
865
$ 277,180

Through the defined benefit plans under the Labor Standards Act, 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.

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
2020
2019
0.150%-0.500% 0.300%-0.800%
0.500%-3.000% 0.500%-3.000%

If possible reasonable change in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will 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



2020
$ (21,920)

$ 22,771

$ 19,705

$ (19,192)
2019
$ (21,945)
$ 22,800
$ 20,102
$ (19,758)

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
2020
2019
$ 46,456
$ 22,248
1.0-16.7 years
19-16.5 years
  • 129 -

24. 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



2020
920,000

$ 9,200,000

915,089

$ 9,150,897
2019
920,000
$ 9,200,000
915,089
$ 9,150,897

2) Global depositary receipts

As of December 31, 2020, 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

Recognized from treasury share transactions
May be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
December 31 December 31


2020
$ 1

126,925

466

$ 127,392
2019
$ 1
109,251

466
$ 109,718
  • 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

  • 130 -

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 26(i) compensation of employees 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.

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 2019 and 2018 approved in the shareholders’ meetings on June 16, 2020 and June 13, 2019, respectively, were as follows:

Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31


2019
$ 341,610

$ 246,549

$ 2,424,987

$2.65
2018
$ 294,909
$ 70,519
$ 2,287,724
$2.50

The appropriations of earnings for 2020 had been proposed by the Company’s board of directors on March 22, 2021. The appropriations and dividends per share were as follows:

For the Year
Ended December
31, 2020
Legal reserve
Special reserve
Cash dividends
$ 319,167
$ 2,287,724
$2.50

The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting to be held on June 11, 2021.

  • d. Special reserve
Beginning at January 1
Appropriation in respect of:
For the Year Ended December 31
2020
2019
$ 330,945
$ 260,426
  • 131 -
Debit to other equity items

Balance at December 31

246,549

$ 577,494

70,519
$ 330,945

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.

  • 132 -

e. Other equity items

  • 1) Exchange differences on translation of the financial statements of foreign operations

Balance at January 1

Recognized for the year
Exchange differences on translation of the financial
statements of foreign operations

Other comprehensive income recognized for the year

Balance at December 31

2) Unrealized gain (loss) on financial assets at FVTOCI

Balance at January 1

Recognized for the year
Unrealized gain (loss) - equity instruments

Other comprehensive income recognized for the year

Balance at December 31

f. Non-controlling interests

Balance at January 1

Share in profit for the year
Other comprehensive income (loss) during the year
Exchange difference on translation of the financial statements
of foreign operations
Unrealized gain (loss) on financial assets at FVTOCI
Remeasurement on defined benefit plans
Related income tax
Cash dividends distributed by subsidiaries to non-controlling
interests

Balance at December 31

g. Treasury shares
Purpose of Buy-back
Number of shares at December 31, 2019 and January 1, 2019
Number of shares at December 31, 2020 and January 1, 2020
For the Year Ended For the Year Ended December 31
2020
$ (693,038)


120,832


120,832

$ (572,206)

For the Year Ended
2019
$ (412,869)
(280,169)
(280,169)
$ (693,038)
December 31
2020
$ 115,544


101,170


101,170

$ 216,714

For the Year Ended
2019
$ 81,924

33,620

33,620
$ 115,544
December 31


2020
2019
$ 272,564
$ 233,399
43,029
38,739
768
(1,788)
39,045
21,147
(419)
(2,129)
84
426

(23,932)

(17,230)
$ 331,139
$ 272,564
Shares Held by
Subsidiaries (In
Thousands of
Shares)

6,669

6,669
  • 133 -

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, 2020
Chang Hui
6,669

December 31, 2019
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 408,839
$ 21,182
$ 464,195

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.

25. REVENUE

For For the Year Ended December 31 Ended December 31 Ended December 31 Ended December 31
2020 2019
Revenue from contracts with customers
Revenue from sale of goods $ 34,466,244
$ 31,266,232
a. Contract balances
December 31, December 31,
2020 2019 January 1, 2019
Notes receivable (Note 10) $ 3,154
$ 2,977
$
2,887
Trade receivables (Note 10) $ 6,295,581
$ 6,439,550
$ 6,161,079
Trade receivables from related parties
(Note 10) $ 9,011
$ -
$ -
Contract liabilities - current
Sale of goods $ 748,044
$ 326,644
$
360,115
b. Disaggregation of revenue
Reportable Segments
Nutritious Cooking
Foods Products Others Total
For the year ended
December 31, 2020
Types of goods or services
Sale of goods $ 11,968,867
$ 18,479,507 $
4,017,870
$ 34,466,244
For the year ended
December 31, 2019
Types of goods or services
Sale of goods $ 11,984,151
$ 15,551,432 $
3,730,649
$ 31,266,232
  • 134 -

26. NET PROFIT

Net profit includes:

a. Interest income


Bank deposits

Financial assets at amortized cost
Repurchase agreements collateralized by bonds
Others


b. Other income
For the Year Ended For the Year Ended December 31


2020
$ 68,516

49,530
515

1,346

$ 119,907
2019
$ 51,405
21,459
569

1,386
$ 74,819

Rental income

Operating lease rental income

Investment properties

Others


Dividends

Investments in equity instruments at FVTOCI



Other gains and losses

Fair value changes of financial assets and financial liabilities
Financial assets held for trading

Net foreign exchange gains (losses)
Net loss on disposal of property, plant and equipment
Government grants
Others

For the Year Ended For the Year Ended December 31
2020



$ 28,978


1,075


30,053



9,809


$ 39,862
For the Year Ended
2019
$ 23,824

863

24,687

11,231
$ 35,918
December 31


2020
$ 929

(3,753)
(2,959)
110,649

31,234

$ 136,100
2019
$ 7,812
(26,043)
(41,828)
65,423

55,439
$ 60,803

c. Other gains and losses

d. Finance costs


Interest on bank loans
Interest on short-term bills payable
Interest on lease liabilities
Other interest expense
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 40,535
1,044
9,709

49
$ 51,337
2019
$ 37,982
1,060
7,788

49
$ 46,879
  • 135 -

e. Impairment losses recognized (reversed)


Trade receivables
Inventories (included in operating costs)
f. Depreciation and amortization

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


g. 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
h. Employee benefits expense

Post-employment benefits
Defined contribution plans

Defined benefit plans (see Note 23)

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
2020
$ 15,105
$ (12,132)
For the Year Ended
2019
$ 12,762
$ 2,307
December 31
2020
$ 397,766

184,994

14,230

$ 596,990

$ 20,311


45,168

$ 65,479

For the Year Ended
2019
$ 399,640
172,623

2,535
$ 574,798
$ 20,977

33,260
$ 54,237
December 31
2020
$ 705

576
$ 1,281
For the Year Ended
2019
$ 702

572
$ 1,274
December 31






2020
$ 59,992
12,566

72,558
2,719,686

$ 2,792,244

$ 799,830
1,992,414

$ 2,792,244
2019
$ 127,502
12,628

140,130
2,338,177
$ 2,478,307
$ 846,191
1,632,116
$ 2,478,307
  • 136 -

  • i. Compensation of employees 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, 2020 and 2019, which were approved by the Company’s board of directors on March 22, 2021 and March 18, 2020, 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
2020
2019
1.25%
1.22%
0.55%
0.59%
For the Year Ended December 31
2020
Cash
$ 49,921
21,965
2019
Cash
$ 52,013
25,073

If there is a change in the amounts after the annual consolidated financial statements are 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 years ended December 31, 2019 and 2018.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • j. 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


2020
$ 143,729

(147,482)

$ (3,753)
2019
$ 75,308
(101,351)
$ (26,043)
  • 137 -

27. INCOME TAXES

a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years


Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss

A reconciliation of accounting profit and income tax expenses is as

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
Income tax on unappropriated earnings
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
2020
2019
$ 907,556
$ 982,224
19,115
12,941

(8,697)

(37,010)

917,974

958,155

114,907

135,543
$ 1,032,881
$ 1,093,698
follows:
For the Year Ended December 31



2020
$ 4,288,711

$ 1,098,861

21,721
(212,783)
114,664
19,115
(8,697)

$ 1,032,881
2019
$ 4,548,534
$ 1,193,055
24,491

(161,430)

61,651
12,941
(37,010)
$ 1,093,698

A reconciliation of accounting profit and income tax expenses is as follows:

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Translation 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


2020
$ 30,209

20

(5,367)

$ 24,862
2019
$ (70,042)
(3)

(7,668)
$ (77,713)
  • 138 -

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2020
$ 23,063

$ 399,020
2019
$ 46,114
$ 547,018

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, 2020

Recognized in Recognized in Recognized in
Other
Recognized in Comprehensive Exchange
Opening Balance Profit or Loss Income Differences Closing Balance
Deferred tax assets
Temporary differences
Investments accounted for using
the equity method $ 82,086 $ (32,205 ) $ - $ - $ 49,881
Exchange differences on
translation of the financial
statements of foreign
operations 173,258 - (30,209 ) - 143,049
Defined benefit plans 84,118 (423 ) 5,390 166 89,251
Advertisement payable 52,600 - - 825 53,425
Deferred sales returns and
allowances 8,774 2,451 - - 11,225
Allowance for inventory loss 10,060 (1,490 ) - - 8,570
Financial assets measured at cost
43,889
- (20 ) - 43,869
Others
18,613

(788)
- 32
17,857
$ 473,398 $ (32,455) $ (24,839) $ 1,023 $ 417,127
Deferred tax liabilities
Temporary differences
Investments accounted for using
the equity method $ 232,185 $ 75,435 $ - $ - $ 307,620
Reserve for land value increment
tax 33,685 - - - 33,685
Defined benefit plans 2,263 598 23 - 2,884
Others
680

6,419
- 40
7,139
$ 268,813 $ 82,452 $
23
$ 40 $ 351,328
  • 139 -

For the year ended December 31, 2019

Recognized in Recognized in Recognized in
Other
Recognized in Comprehensive Exchange
Opening Balance Profit or Loss Income Differences Closing Balance
Deferred tax assets
Temporary differences
Investments accounted for using
the equity method $ 91,100 $ (9,014 ) $ - $ - $ 82,086
Exchange differences on
translation of the financial
statements of foreign
operations 103,216 - 70,042 - 173,258
Defined benefit plans 76,490 237 7,410 (19 ) 84,118
Advertisement payable 54,776 - - (2,176 ) 52,600
Deferred sales returns and
allowances 6,767 2,007 - - 8,774
Allowance for inventory loss 10,071 (11 ) - - 10,060
Financial assets measured at cost
43,886
- 3 - 43,889
Others
14,345
4,279 - (11)
18,613
400,651 (2,502 ) 77,455 (2,206 ) 473,398
Loss carryforwards
95
(95) - -
-
$ 400,746 $ (2,597) $ 77,455 $ (2,206) $ 473,398
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
Defined benefit plans 740 1,781 (258 ) - 2,263
Others
1,238
(560) - 2
680
$ 136,123 $ 132,946 $
(258)
$ 2 $ 268,813
  • 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



2020
$ -

23,686
37,139
63,361
74,401

94,067

$ 292,654

$ 657,317
2019
$ 10,400
24,285
38,080
65,118
78,603

-
$ 216,846
$ 317,448

f. Income tax assessments

The income tax returns of the Company, Standard Dairy Products, Charng Hui, Standard Beverage, Le Bonta Wellness and Domex Technology for the year ended December 31, 2018 had been assessed by the tax authorities.

  • 140 -

28. 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

2020
$ 3.54

$ 3.53
2019
$ 3.76
$ 3.76

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

For the Year Ended December 31 For the Year Ended December 31
2020 2019
Earnings used in the computation of basic earnings per share $ 3,212,801
$ 3,416,097
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
Effects 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


2020
908,420


1,070

909,490
2019
908,420

709
909,129

The Company may settle compensation paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares and the resulting potential shares are 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.

29. GOVERNMENT GRANTS

The Group received government grants, and recognized $110,649 thousand and $65,423 thousand as other gains during 2020 and 2019, respectively.

  • 141 -

30. CASH FLOWS INFORMATION

Changes in liabilities from financing activities:

For the year ended December 31, 2020

Short-term borrowings

Short-term bills payable
Long-term borrowings
Lease liabilities
Guarantee deposits received
Other non-current liabilities


For the year ended December 31, 2019
Opening
Balance
$ 1,382,955
99,968
6,000
347,615
20,044

2,934

$ 1,859,516

Opening
Balance
$ 1,731,478
119,904
27,000
139,110
19,961

4,734

$ 2,042,187
Cash Flows
$ 440,344

29,901

(6,000)

(88,207)

(286)

(2,851)

$ 372,901

Cash Flows
$ (301,316)

(19,936)

(21,000)

(73,714)

705

(1,757)

$ (417,018)
Non-cash
Changes
Exchanging
Rate
Adjustments
$ 23,468

-

-

18,565

232

47

$ 42,312

Non-cash
Changes
Exchanging
Rate
Adjustments
$ (47,207)

-

-

282,219

(622)

(43)

$ 234,347
Closing
Balance
$ 1,846,767

129,869

-

277,973

19,990

130
$ 2,274,729
Closing
Balance
$ 1,382,955

99,968

6,000

347,615

20,044

2,934
$ 1,859,516







Short-term borrowings

Short-term bills payable
Long-term borrowings
Lease liabilities
Guarantee deposits received
Other non-current liabilities







31. 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.

  • 142 -

32. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2020
Financial assets at FVTPL
Unlisted shares

Mutual fund beneficiary
certification
Note cash


Financial assets at FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares and
emerging market
shares

Unlisted shares


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

Level 1
$ -
1,461,304

-

$ 1,461,304

$ 311,908

-

$ 311,908

Level 1
$ -

667,673

$ 667,673

$ 252,351

-

$ 252,351
Level 2
$ -

-

29,032

$ 29,032

$ -

-

$ -

Level 2
$ -

-

$ -

$ -

-

$ -
Level 3
$ 10,666

-

-

$ 10,666

$ -

204,755

$ 204,755

Level 3
$ 7,575

-

$ 7,575

$ -

124,055

$ 124,055
Total
$ 10,666

1,461,304

29,032
$ 1,501,002
$ 311,908

204,755
$ 516,663
Total
$ 7,575

667,673
$ 675,248
$ 252,351

124,055
$ 376,406

There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.

  • 143 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2020

Financial Assets
Balance at January 1, 2020

Acquisition
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, 2020

Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 7,575

3,993
(902)
-

-

$ 10,666

$ (621)
Financial Assets
at FVTOCI
Equity
Instruments
$ 124,055

-
-
80,684

16

$ 204,755

Total
$ 131,630
3,993
(902)
80,684

16
$ 215,421
$ (621)

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
Financial Assets
at FVTPL
Equity
Instruments
$ 7,315

260
-

-

$ 7,575

$ 260
Financial Assets
at FVTOCI
Equity
Instruments
$ 77,165

-
46,928

(38)

$ 124,055

Total
$ 84,480
260
46,928

(38)
$ 131,630
$ 260
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instrument

Valuation Technique and Inputs

Note cash Discounted cash flow.

Future cash flows are discounted at a rate that reflects current borrowing interest rates of the bond issuers at the end of the year.

  • 144 -

  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

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

  • 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
2020
2019
$ 1,501,002 $ 675,248
12,652,479
12,691,896
516,663
376,406
4,304,650
3,983,402
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents 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 heldfor-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.

  • 145 -

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 36.

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
2020
2019
$ 27,134 (i) $ 1,310 (i)
EUR Impact
For the Year Ended
December 31
2020
2019
$ - (iii) $ 2,349 (iii)
CHF Impact
For the Year Ended
December 31
2020
2019
$ 1,083 (v) $ 1,792 (v)
USD Impact
For the Year Ended
December 31
2020
2019
$ 10,875 (ii) $ 28,367 (ii)
AUD Impact
For the Year Ended
December 31
2020
2019
$ 1,038 (iv) $ 817 (iv)
SGD Impact
For the Year Ended
December 31
2020
2019
$ - (vi) $ (348) (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 in EUR which were not hedged at the end of the reporting period.

  • iv. This was mainly attributable to the exposure of bank deposits 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.

  • 146 -

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
December 31
2020
2019
$ 1,136,118 $ 1,658,861
2,147,609
1,791,538
694,200
1,172,500
107,000
45,000

Sensitivity analysis

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 pretax profit for the years ended December 31, 2020 and 2019 would have increased (decreased) by $5,872 thousand and $11,275 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, 2020 would have increased/decreased by $15,010 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, 2020 would have increased/decreased by $5,167 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

  • 147 -

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.

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, 2020


Carrying
Amount
Receivables
$ 6,298,735
December 31, 2019

Carrying
Amount
Receivables
$ 6,442,527
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 57,655 $ 2,632 $ 60,287
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 76,270 $ 391 $ 76,661

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, 2020 and 2019, the Group had available unutilized bank loan facilities in the amounts of $5,296,868 thousand and $5,186,434 thousand, respectively.

  • 148 -

  • 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 nonderivative financial liabilities were based on the agreed repayment dates.

December 31, 2020

Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Contract liabilities


December 31, 2019
Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Contract liabilities

On Demand
or Less than
1 Month

$ 741,613
23,864
-
721,695

249,348

$ 1,736,520

On Demand
or Less than
1 Month

$ 793,371
25,466
-
612,591

108,881

$ 1,540,309
1-3 Months
$ 1,498,132

12,939

33,911

961,677

498,696

$ 3,005,355

1-3 Months
$ 1,592,308

14,902

-

788,292

217,763

$ 2,613,265
3 Months to
1 Year
$ 66,711

47,976

73,126

193,263

-

$ 381,076

3 Months to
1 Year
$ 86,769

52,197

45,003

48,461

-

$ 232,430
1-5 Years
$ 19,990

212,012

-

-

-
$ 232,002
1-5 Years
$ 20,044

283,028

-

-

-
$ 303,072

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.

33. 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 Relationship with the Group GeneFerm Biotechnology Co., Ltd. (“GeneFerm”) The Company is one of the directors

  • 149 -

  • b. Sales 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


2020
$ 26,058
2019
$ -

The sale of goods from related parties were conducted on normal commercial terms.

  • c. 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


2020
$ 72,095
2019
$ 48,186

Purchases from related parties were conducted on normal commercial terms.

  • d. Receivables from related parties
Line Items
Related Party Category/Name

Trade receivables
The Company is one of the directors
GeneFerm
December 31
2020
$ 9,011
2019
$ -

The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment losses were recognized for trade receivables from related parties.

  • e. Payables to related parties
Line Items
Related Party Category/Name

Trade payables
The Company is one of the directors
GeneFerm
December 31
2020
$ 20,526
2019
$ 26,141

The outstanding payables from related parties were unsecured.

  • f. 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


2020
$ 40,383


326

$ 40,709
2019
$ 45,293

522
$ 45,815

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

  • 150 -

34. 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


2020
$ 4,016

-
121,362

55,122

$ 180,500
2019
$ 4,013
85,950
137,554

56,909
$ 284,426

35. 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, 2020 were as follows:

  • a. The Company has entered into a license agreement with The Quaker Oats Company (Quaker) for a period ending July 11, 2034. 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$1,344 thousand.

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $216,721 thousand.

  • d. Unrecognized commitments for acquiring approximately 30,666 tons of colostrum from dairymen.

36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant assets and liabilities denominated in foreign currencies other than functional currencies of the entities in the Group and the exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2020

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 12,230
28.48 (USD:NTD)
USD
2,785
6.52 (USD:RMB)
RMB
206,642
4.38(RMB:NTD)
AUD
1,576
21.95 (AUD:NTD)
CHF
1,450
32.31 (CHF:NTD)
CHF
754
7.38 (CHF:RMB)
Carrying
Amount
$ 348,298

79,539

904,473

34,585

46,842
24,355
$ 1,438,092
(Continued)
  • 151 -
Foreign
Currencies
Exchange Rate

Financial liabilities


Monetary items

USD
$ 2,294
28.48 (USD:NTD)
CHF
1,086
7.38 (CHF:RMB)

December 31, 2019
Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 26,052
29.98 (USD:NTD)
USD
6,480
6.98 (USD:RMB)
EUR
2,331
33.59 (EUR:NTD)
RMB
10,142
4.31(RMB:NTD)
AUD
2,058
21.01 (AUD:NTD)
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
21.01 (AUD:NTD)
SGD
520
22.28 (SGD:NTD)
Carrying
Amount
$ 65,335
35,089
$ 100,424
(Concluded)
Carrying
Amount
$ 781,058

194,612

78,298

43,658

43,228

41,470
18,272
$ 1,200,596
$ 30,087

16,006
11,586
$ 57,679

The Group is mainly exposed to RMB and USD. The following information was aggregated by the functional currencies of the entities in the Group, 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
2020
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
1 (NTD:NTD)
$ 2,855
4.28 (RMB:NTD)
(6,161)
31.47 (CHF:NTD)

(447)
$ (3,753)
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
1 (NTD:NTD)
$ (27,536)
4.48 (RMB:NTD)
1,483
31.10 (CHF:NTD)

10
$ (26,043)
  • 152 -

37. 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 paidin 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.

  • m. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)

38. 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

  • 153 -

a. Operating segment information

S
For the year ended December 31, 2020
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, 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
tandard Foods
Segment

$ 11,742,523

1,442,012

$ 13,184,535

$ 21,974

$ 1,084

$ 225,981

$ 8,105

$ 2,930,569

$ 11,668,690

1,471,254

$ 13,139,944

$ 22,823

$ 1,339

$ 222,087

$ 11,998

$ 2,992,110
Standard Dairy
Products
Segment

$ 2,628,594

900,852

$ 3,529,446

$ 5,876

$ 28

$ 48,967

$ 3,580

$ 506,002

$ 2,657,213

917,346

$ 3,574,559

$ 4,946

$ 12

$ 44,583

$ 2,428

$ 564,292
China Standard
Segment
O
$ 16,550,135

286

$ 16,550,421

$ 93,002

$ 48,410

$ 232,684

$ 39,492

$ 873,173

$ 14,334,709

412

$ 14,335,121

$ 42,255

$ 37,186

$ 234,190

$ 29,117

$ 999,415
ther Segments
$ 3,544,992

11,871

$ 3,556,863

$ 7,913

$ 10,673

$ 92,900

$ 14,302

$ 22,171

$ 2,605,620

14,273

$ 2,619,893

$ 9,667

$ 13,214

$ 78,508

$ 10,694

$ 35,557
Adjustments
and
Eliminations
$ -

(2,355,021)

$ (2,355,021)

$ (8,858)

$ (8,858)

$ (3,542)

$ -

$ (43,204)



$ -

(2,403,285)

$ (2,403,285)

$ (4,872)

$ (4,872)

$ (4,570)

$ -

$ (42,840)


Consolidated
$ 34,466,244

-
$ 34,466,244
$ 119,907
$ 51,337
$ 596,990
$ 65,479
$ 4,288,711

-
$ 4,288,711
$ 31,266,232

-
$ 31,266,232
$ 74,819
$ 46,879
$ 574,798
$ 54,237
$ 4,548,534

-
$ 4,548,534

b. Geographical information:

The Group operates in two principal geographical areas - Taiwan and mainland China.

The Group’s revenue from external customers by location of operations and information about its noncurrent 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



2020
2019

$ 17,660,448 $ 16,675,005
16,697,133
14,470,605

108,663

120,622
$ 34,466,244
$ 31,266,232
Non-current Assets
December 31



2020
$ 2,207,407
2,806,758
59,516

$ 5,073,681
2019
$ 2,269,496

3,711,638
32,538
$ 6,013,672

Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.

  • 154 -

TABLE 1

STANDARD FOODS CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Lender Borrower Financial Statement
Account
Related
Parties
Highest Balance
for the Period
Ending Balance Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
(Note 2)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
C ollateral Financing Limit
for Each
Borrower
Aggregate
Financing Limits
Note
Item Value
0 Standard Foods
Corporation
Dermalab S.A.
Standard Foods
(China) Co.,
Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Beverage
Company
Limited
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
Y
Y
$ 48,893
350,368
525,552
50,000

$ 48,458

349,184

523,776

50,000

$ 46,842

349,184

523,776

20,000

1.000%

1.000%

1.000%

0.950%
b.
b.
b.
b.
$ -
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation

$ -

-

-

-

-

-

-

-
$ -
-
-
-

$ 6,717,380
(Note 3)

3,358,690
(Note 4)

3,358,690
(Note 4)

6,717,380
(Note 3)


$ 6,717,380
(Note 3)


6,717,380
(Note 5)


6,717,380
(Note 5)


6,717,380
(Note 3)


Note
12


Note
12


Note
12


Note
12
1 Standard
Investment
(China) Co.,
Ltd.
Shanghai Dermalab
Corporation
Le Bonta Wellness
Co., Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Foods
(China) Co.,
Ltd.
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
Y
Y
175,184
175,184
701,312
438,320

174,592

174,592

523,776

436,480

43,827

21,553

189,904

408,065

2.500%

2.500%

2.500%

2.500%
b.
b.
b.
b.
-
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation

-

-

-

-

-

-

-

-
-
-
-
-

1,909,350
(Note 6)

1,909,350
(Note 6)

1,909,350
(Note 6)

1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


Note
12


Note
12


Note
12


Note
12
2 Shanghai Standard
Foods Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
635,564
460,236

611,072

458,304

79,413

458,304

2.500%

1.000%
b.
b.
-
-
Need for operation
Need for operation

-

-

-

-
-
-

1,246,764
(Note 7)

1,246,764
(Note 7)


1,246,764
(Note 7)


1,246,764
(Note 7)


Note
12


Note
12
3 Le Bonta Wellness
Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 21,916
-

-

2.500%
b. - Need for operation
-

-
-
74,696
(Note 8)


74,696
(Note 8)


Note
12
4 Shanghai Le Ben
De Health
Technology
Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 10,949
10,912

10,912

1.000%
b. - Need for operation
-

-
-
11,618
(Note 9)


11,618
(Note 9)


Note
12
5 Shanghai Le Ho
Industrial Co.,
Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 175,328
8,730

5,063

2.500%
b. - Need for operation
-

-
-
195,848
(Note 10)


195,848
(Note 10)


Note
12
6 Shanghai Le Min
Industrial Co.,
Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 87,664
8,730

4,775

2.500%
b. - Need for operation
-

-
-
122,266
(Note 11)


122,266
(Note 11)


Note
12
  • 155 -

  • Note 1: “0” for the Company, subsidiaries are numbered from “1”.

  • Note 2: Reasons for financing are as follows:

  • a. Need for operation.

  • b. Need for short-term financing.

  • Note 3: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).

  • Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,358,690 thousand (the net value per financial statements of $16,793,451 thousand x 20% as of September 30, 2020).

  • Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).

  • Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,909,350 thousand (the net value per financial statements of $4,773,375 thousand x 40% as of September 30, 2020).

  • Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,246,764 thousand (the net value per financial statements of $3,116,909 thousand x 40% as of September 30, 2020).

  • Note 8: The total amount shall not exceed 40% of net value of Le Bonta Wellness Co., Ltd., which was calculated to be $74,696 thousand (the net value per financial statements of $186,739 thousand x 40% as of September 30, 2020). Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,618 thousand (the net value per financial statements of $29,045 thousand x 40% as of September 30, 2020).(Continued)

  • Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $195,848 thousand (the net value per financial statements of $489,619 thousand x 40% as of September 30, 2020).

  • Note 11: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $122,266 thousand (the net value per financial statements of $305,665 thousand x 40% as of September 30, 2020).

Note 12: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 156 -

TABLE 2

STANDARD FOODS CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Endorsement/Guarantee
Provider
Guaranteed Party Guaranteed Party Limits on
Endorsement/
Guarantee
Amount
Provided to
Each
Guaranteed
Party
Maximum
Balance for the
Period
Ending Balance
Amount
Actually
Drawn
Amount of
Endorsement/
Guarantee
Collateralized
by Properties
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity per
Latest
Financial
Statements
Maximum
Endorsement/
Guarantee
Amount
Guarantee
Provided by
Parent
Company
(Note 5)
Guarantee
Provided by
Subsidiary
(Note 5)
Guarantee
Provided to
Subsidiaries in
Mainland
China (Note 5)
Note
Name Nature of
Relationship
(Note 2)
0 Standard Foods
Corporation
Standard Beverage
Company Limited
b. $ 13,434,761
(Note 3)


$ 208,150
$ 202,400 $ - $ -
1.21%
$ 16,793,451
(Note 4)


Y
- -
  • 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.

  • g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • 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 $13,434,761 thousand (the net value per financial statements of $16,793,451 thousand x 80% as of September 30, 2020).

  • 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 $16,793,451 thousand (the net value per financial statements of $16,793,451 thousand x 100% as of September 30, 2020).

  • Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.

  • 157 -

TABLE 3

STANDARD FOODS CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 December 31, 2020 December 31, 2020 Note
Shares Carrying
Amount
Percentage
of
Ownership


Fair Value
Standard Foods Corporation Shares
Far Eastern International Commercial Bank Co., Ltd.
Chunghwa Telecom Co., Ltd.
GeneFerm Biotechnology Co., Ltd.
Dah Chung Bills Finance Corp.
Mutual funds
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Taishin 1699 Money Market Fund
CTBC Hua Win Money Market Fund
FSITC Taiwan Money Market Fund
Note cash
CODEIS Smart Cash Note
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Paradigm Venture Capital Corporation
U-Teck Environment Corporation, Ltd.

The Company is one of
the directors
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 - 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
1,416,950
48,600
2,145,110
1,243,213
12,512,356
4,019,723
21,258,392
9,276,464
30,989,574
10,000
500,000
2,424,242
180,376
11,200
$ 15,374

5,297

62,423

14,918

158,280

60,095

290,090

103,038

478,278

29,032

-

-

1,894

-

-

-

7.7

0.3

-

-

-

-

-

-

0.9

5.5

7.0

0.2
$ 15,374
5,297

62,423

14,918
158,280
60,095
290,090
103,038
478,278
29,032

-

-

1,894

-













(Continued)
  • 158 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 Note
Shares Carrying
Amount
Percentage
of
Ownership

Fair Value
Standard Dairy Products
Taiwan
Limited
Charng Hui Ltd.
Octamer, Inc. - Series E Preference Shares
Octamer, Inc. - Series F Preference Shares
Fortemedia, Inc. - Series D Preference Shares
Fortemedia, Inc. - Series E Preference Shares
Fortemedia, Inc. - Series F Preference Shares
Fortemedia, Inc. - Series G Preference Shares
Fortemedia, Inc. - Series I Preference Shares
Fortemedia, Inc. - Series - Ordinary Shares
Mutual funds
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Taishin 1699 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.
Taishin 1699 Money Market Fund
Parent of Charng Hui
Ltd.
Charng Hui Ltd. is one of
the directors
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
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 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 - current
800,000
107,815
3,455
71,397
29,173
31,135
29,102
12,938
3,963,725
5,866,056
5,091,164
1,594,265
6,669,471
91,440
803,258
1,596,000
90,000
1,000,000
1,453,360
73,310
$ -

-

-

-

-

-

-

-

50,141

87,698

69,473

24,605

408,839

8,815

19,881

152,418

47,700

12,280

19,034

1,000

7.8

1.0

1.2

1.2

1.2

1.3

1.3

1.2

-

-

-

-

0.7

-

-

2.0

-

-

-

-
$ -

-

-

-

-

-

-

-
50,141
87,698
69,473
24,605

408,839
8,815
19,881

152,418
47,700
12,280
19,034
1,000












Note






(Continued)

  • 159 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 December 31, 2020 December 31, 2020 Note
Shares Carrying
Amount
Percentage
of
Ownership

Fair Value
Standard Beverage Company
Limited
Domex Technology
Corporation
Accession Limited
Shares
Global Strategic Investment Co., Ltd.
Hong Da Leasing & Finance Co., Ltd.
CNEX Co., Ltd.
Amphastar Pharmaceuticals Inc. (AMPH)
Mutual funds
Fuh Hwa Greater China Mid & Small Cap
Franklin Templeton SinoAm Global Bd Acc
Shares
InnoComm Mobile Technology Corp.
Shares
AsiaVest Liquidation Co.
Mutual funds
Term Liquidity Fund
Charng Hui Ltd. is one of
the directors
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 - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current
850,500
8,297,000
1,000,000
7,742
225,000
282,988
3,600,000
200
33,453
$ 4,338

-

-

4,434

3,625

3,706

188,784

1,053

99,961

1.9

23.7

6.0

-

-

-

13.4

0.7

-
$ 4,338

-

-
4,434
3,625
3,706

188,784

1,053
99,961








Note: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 160 -

TABLE 4

STANDARD FOODS CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Tra nsaction D etails Abnor mal Transaction Notes/Accounts Payable
(Receivable)
Notes/Accounts Payable
(Receivable)
Note
Purchases
(Sales)
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
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.
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.
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
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
$ (1,442,012)
900,852
1,442,012
(900,852)
(2,014,629)
447,874
2,014,629
(447,874)
(6,492,434)
6,492,434
558,960
(558,960)
(4,753,380)
4,753,380

10.94

12.35

57.34

25.52

72.98

18.11

15.18

2.91

99.64

48.90

9.00

8.99

76.42

35.80
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
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
60 days after month-end closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 127,574
-
(127,574)
-
551,912
(56,376)
(551,912)
56,376
1,683,690
(1,683,690)
(183,694)
183,694
1,288,201
(1,288,201)

6.02

-

37.40

-

98.91

56.17

15.57

1.96

99.95

47.50

36.46

12.48

87.52

36.34
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The amounts presented above were eliminated upon consolidation.

  • 161 -

TABLE 5

STANDARD FOODS CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Ending Balance for Account
Receivable - Related Parties
Turnover
Rate
Overdue Overdue Overdue Amounts Received in
Subsequent Period
Amounts Received in
Subsequent Period
Allowance for
Bad Debts
Allowance for
Bad Debts
Note
Amount Actions Taken
Standard Foods Corporation
Shanghai Standard Foods Co.,
Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Dairy Products
Taiwan
Limited
Standard Foods (China) Co.,
Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Standard Investment (China)
Co.,Ltd.
The Company’s subsidiary
The Company’s subsidiary
The Company’s subsidiary
Brother company of
Shanghai
Standard Foods Co., Ltd.
Brother company of
Shanghai
Standard Foods Co., Ltd.
Parent company of
Standard Foods
Trade receivables
$127,574
Other receivables
2,761
$ 130,335
Financing receivables$349,184
Other receivables
2,162
$ 351,346
Financing receivables$523,776
Other receivables
2,703
$ 526,479
Trade receivables$ 551,912

Financing receivables79,413
Other receivables
17,123
$ 648,448
Trade receivables$ -

Financing receivables458,304
Other receivables
11,750
$ 470,054
Trade receivables$ 1,683,690
10.72
3.86
1.61
3.88



















$ -

-



































$ 127,574
(Note 1)

2,761
(Note 1)
$ 130,335
(Note 1)
$ -
(Note 1)

-
(Note 1)
$ -
(Note 1)
$ -
(Note 1)

-
(Note 1)
$ -
(Note 1)
$ 551,912
(Note 1)
-
(Note 1)

17,123
(Note 1)
$ 569,035
(Note 1)
$ -
(Note 1)
-
(Note 1)

11,649
(Note 1)
$ 11,649
(Note 1)
$ 1,683,690
(Note 1)















$ -

-
(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)
$ - $ -
$ -

-
$ -

-
$ - $ -
$ -

-
$ -

-
$ - $ -
$ -
-

-
$ -
-

-
$ - $ -
$ -
-

-
$ -
-

-
$ - $ -
$ - $ -
  • 162 -
Standard Investment (China)
Co., Ltd.
Standard Foods (Xiamen) Co.,
Ltd.
Standard Foods (China) Co.,
Ltd.
Standard Foods (Xiamen)
Co., Ltd.
Shanghai Standard Foods Co.,
Ltd.
Standard Investment (China)
Co., Ltd.
Standard Foods (China) Co.,
Ltd.
(China) Co., Ltd.
Standard Investment
(China) Co.,
Ltd.’s subsidiary
Standard Investment
(China) Co.,
Ltd.’s subsidiary

Brother company of
Standard
Investment (China) Co.,
Ltd.
Parent company of
Standard Foods
(Xiamen) Co., Ltd.
Brother company of
Standard
Foods (Xiamen) Co., Ltd.
Other receivables
22,323
$ 1,706,013
Trade receivables$ 5
Financing receivables408,065
Other receivables
14,381
$ 422,451
Trade receivables$ 3
Financing receivables189,904
Other receivables
9,894
$ 199,801
Trade receivables$ 56,376
Other receivables
47,592
$ 103,968
Trade receivables$ 1,288,201
Other receivables
6,363
$ 1,294,564
Trade receivables$ 183,694
Other receivables
2,303
$ 185,997
10.18
23.68
4.10
3.98
2.75






















-











































22,323
(Note 1)
$ 1,706,013
(Note 1)
$ 5
(Note 1)
-
(Note 1)

14,381
(Note 1)
$ 14,386
(Note 1)
$ 3
(Note 1)
-
(Note 1)

9,894
(Note 1)
$ 9,897
(Note 1)
$ 56,369
(Note 1)

47,592
(Note 1)
$ 103,961
(Note 1)
$ 1,288,201
(Note 1)

6,363
(Note 1)
$ 1,294,564
(Note 1)
$ 183,694
(Note 1)

-
(Note 1)
$ 183,694
(Note 1)

















-
(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 22, 2021.

Note 2: The amounts presented above were eliminated upon consolidation.

  • 163 -

TABLE 6

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

No. (Note 1) Investee Company Counterparty Relationship
(Note 2)
Transactions Details Transactions Details
Financial Statement Accounts Amount
(Note 4)
Payment Terms % to Total Sales or Assets (Note 3)
0 Standard Foods Corporation 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 Beverage Company Limited
Standard Beverage Company Limited
Dermalab
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
Trade receivables - related parties
Other receivables - related parties
Sales
Purchases
Royalty revenue
Other receivables - related parties
Financing receivables - related parties
Purchases
Interest income
Service revenue
Financing receivables - related parties
Other receivables - related parties
Financing receivables - related parties
Interest income
Other receivables - related parties
Financing receivables - related parties
Interest income
$ 127,574
2,761
1,442,012
900,852
9,577
116
20,000
1,015
15
1,320
46,842
2,162
349,184
2,128
2,703
523,776
2,669
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 0.950%
According to the general conditions

Interest rate 0.950%
According to the general conditions

Interest rate 1.000%
According to the general conditions

Interest rate 1.000%

Interest rate 1.000%
According to the general conditions

Interest rate 1.000%

Interest rate 1.000%
0.5
-
4.2
2.6
-
-
0.1
-
-
-
0.2
-
1.3
-
-
1.9
-
1 Shanghai Standard Foods 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 (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
c
Trade receivables - related parties
Financing receivables - related parties
Other receivables - related parties
Trade payables - related parties
Other payables - related parties
Sales
Purchases
Interest income
Other expenses
Research and development expenses
Trade receivables - related parties
Sales
Purchases
Trade receivables - related parties
Purchases
Other expenses
Other receivables - related parties
Financing receivables - related parties
Sales
Interest income
551,912
79,413
17,123
56,376
47,592
2,014,629
447,874
2,546
327
7,337
6,044
26,906
13,933
6
513
10
11,750
458,304
5,343
11,295
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

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

Interest rate1.000%
According to the general conditions

Interest rate1.000%
2.0
0.3
0.1
0.2
0.2
5.8
1.3
-
-
-
-
0.1
-
-
-
-
-
1.6
-
-

(Continued)

  • 164 -
No. (Note 1) Investee Company Counterparty Relationship
(Note 2)
Transactions Details Transactions Details
Financial Statement Accounts Amount
(Note 4)
Payment Terms % to Total Sales or Assets (Note 3)
2 Standard Investment (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.
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
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.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
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
a
a
c
c
c
c
c
c
c
c
c
c
Trade receivables - related parties
Other receivables - related parties
Financing receivables - related parties
Trade payables - related parties
Other payables - related parties
Sales
Purchases
Interest income
Other revenue
Rental expenses
Other receivables - related parties
Financing receivables - related parties
Interest income
Expense
Trade receivables - related parties
Other receivables - related parties
Financing receivables - related parties
Trade payables - related parties
Other payables - related parties
Sales
Purchases
Interest income
Other revenue
Other receivables - related parties
Financing receivables - related parties
Trade payables - related parties
Sales
Purchases
Interest income
Other payables - related parties
Financing payables - related parties
Interest expenses
Other payables - related parties
Financing payables - related parties
Interest expenses
Other payables - related parties
Financing payables - related parties
Purchases
Interest expenses
$ 5
14,381
408,065
1,683,690
22,323
499
6,492,434
3,832
14,133
94
2,092
43,827
2,065
56
3
9,894
189,904
1,288,201
6,363
367
4,753,380
17,608
9,725
1,669
21,553
2,049
8
8,223
1,673
89
5,063
87
91
4,775
89
2
10,912
1,063
132
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions
According to the general conditions
According to the general conditions

Interest rate2.500%

Interest rate2.500%
According to the general conditions
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions
According to the general conditions
According to the general conditions

Interest rate2.500%
According to the general conditions

Interest rate2.500%

Interest rate2.500%
According to the general conditions

Interest rate2.500%

Interest rate2.500%
According to the general conditions

Interest rate1.000%
According to the general conditions

Interest rate1.000%
-
0.1
1.5
6.1
0.1
-
18.8
-
-
-
-
0.2
-
-
-
-
0.7
4.6
-
-
13.8
0.1
-
-
0.1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3 Shanghai Dermalab Corporation Dermalab
Dermalab
Le Bonta Wellness Co., Ltd.
c
c
c
Trade payables - related parties
Purchases
Sales
35,090
76,384
14
According to the general conditions
According to the general conditions
According to the general conditions
0.1
0.2
-
(Continued)
  • 165 -
No. (Note 1) Investee Company Counterparty Relationship
(Note 2)
Transactions Details Transactions Details
Financial Statement Accounts Amount
(Note 4)
Payment Terms % to Total Sales or Assets (Note 3)
4 Standard Foods (China) Co., Ltd. Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Le Bonta Wellness Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
c
c
c
c
c
c
c
c
c
c
Trade receivables - related parties
Other receivables - related parties
Sales
Purchases
Rental revenue
Other expenses
Trade payables - related parties
Other payables - related parties
Sales
Purchases
$ 130
1,205
278
13
3,542
4,304
183,694
2,303
43
558,960
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
-
-
-
-
-
-
0.7
-
-
1.6
5 Le Bonta Wellness Co., Ltd. Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
c
c
c
c
Trade payables - related parties
Sales
Purchases
Sales
435
1,878
953
9
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
-
-
-
-

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)

  • 166 -

TABLE 7

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income
(Loss) of the
Investee
Share of Profits
(Loss)
Note
December 31,
2020
December 31,
2019
Shares % Carrying
Amount
Standard Foods
Corporation
Accession Limited
Dermalab S.A.
Standard Investment
(Cayman)
Limited
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
Standard Foods, LLC.
Dermalab S.A.
Swissderma SL
Standard Corporation (Hong
Kong) Limited
Tortola, British Virgin
Islands
Grand Cayman, Cayman
Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Taipei, Taiwan
U.S.A.
Switzerland
Spain
Hong Kong
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
Sale of health foods
Development and sale of cosmetics
Sale of cosmetics
Investment business
$ 3,936,267
4,710,865
300,853
230,000
114,116
79,072
14,350
9,056
335,215
96
4,708,566
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

-

266,587

96

4,708,566

123,600,000

150,124,815

30,000,000

24,100,000

10,374,399

7,907,000

Note 5

Note 5

2,600

3,000

150,050,815

100

100

100

100

52

100

100

100

100

100

100
$ 3,623,593

5,685,589

1,006,590

354,881

305,990

83,597

8,958

8,544

188,116

-

5,685,017
$ 189,679

377,175

405,319

20,415

80,935

3,356

177

-

10,103

-

377,452
$ 180,564
(Note 1)

377,175

404,208
(Note 2)

2,741
(Note 3)

42,095

3,380
(Note 4)

177

-

-

-

-


Subsidiary
(Note 6)
Subsidiary
(Note 6)


Subsidiary
(Note 6)


Subsidiary
(Note 6)
Subsidiary
(Note 6)


Subsidiary
(Note 6)
Subsidiary
(Note 6)
Subsidiary
(Note 6)
Indirect
subsidiary
(Note 6)
Indirect
subsidiary
(Note 6)
Indirect
subsidiary
(Note 6)

Note 1: This amount was the share of profit of the investee of $189,679 thousand minus the unrealized gain on sidestream transactions of $9,115 thousand.

Note 2: This amount was the share of profit of the investee of $405,319 thousand minus the unrealized gain on sidestream transactions of $1,111 thousand.

Note 3: This amount was the share of profit of the investee of $20,415 thousand minus the Standard Foods Corporation Cash dividends paid of $17,674 thousand.

Note 4: This amount was the share of profit of the investee of $3,356 thousand plus the unrealized gain on upstream transactions of $23 thousand.

Note 5: This is a limited company with no issued shares.

Note 6: The amounts presented above were eliminated upon consolidation.

  • 167 -

TABLE 8

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investee Company Main Businesses and
Products
Paid-in Capital Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment
from Taiwan as
of January 1,
2020
Remittanc e of Funds Accumulated
Outward
Remittance for
Investment
from Taiwan as
of December
31, 2020
Net Income
(Loss)
of the Investee
%
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2020
Accumulated
Repatriation of
Investment
Income as of
December 31,
2020
Note
Outward Inward
Shanghai Standard Foods Co.,
Ltd.
Standard Investment (China) Co.,
Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Le Bonta Wellness 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.
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
$ 3,949,575
3,755,530
1,631,668
93,989
380,418
31,220
1,307,582
607,717
378,009

b.
(Note 3)

b.
(Note 5)

c.
(Note 6)

c.
(Note 6)

a. and c.
(Note 7)

c.
(Note 4 and
8)

c.
(Note 6)

b.
(Note 5)

b.
(Note 5)
$ 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)


$ -


-


-


-


-


-


-


-


-

$ -

-

-

-

-

-

-

-

-

$ 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)


$ 197,080


418,759


143,748


(17,342)


(38,271)


719


112,671


(22,828)


(14,000)

100.0

99.0

99.0

99.0

99.5

100.0

99.0

100.0

100.0

$ 194,031
(Note 9)

414,
571
(Note 9)

134,895
(Note 9)

(17,169)
(Note 9)

(38,084)
(Note 9)

719
(Note 9)

103,630
(Note 9)

(22,828)
(Note 9)

(14,000)
(Note 9)


$ 3,236,959

4,882,005


2,000,127


8,311


175,748


29,830


1,455,322


494,056


308,367

$ -

-

-

-

-

-

-

-

-
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
  • 168 -
Accumulated Outward Remittance for
Investment in Mainland China as of
Investment Amounts Authorized by
Upper Limit on the Amount of Investment
Stipulated by Investment Commission,
December 31, 2020 Investment Commission, MOEA
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.

  • Note 2: For the investment income (loss) recognized in the current period:

  • a. There was no investment income (loss) recognized due to the investment still being in the development stage.

  • b. The investment income (loss) was determined based on the following basis:

    • 1) The financial report was audited and certified by an international accounting firm in cooperation with an ROC accounting firm.

    • 2) The financial statements audited by the CPA of the parent company in Taiwan.

    • 3) Others.

  • Note 3: Accession Limited is the investor company in third region.

  • Note 4: There was no difference between the beginning balance and the ending balance of the accumulated amount invested from Taiwan for the year ended December 31, 2019; the investment remained at $4,034,074 thousand. Of the $4,034,074 thousand, $53,279 thousand has been retained in Accession Limited. The remaining balance of thereof, amounting to $3,980,795 thousand, was originally the outward remittance of the investment of Shanghai Standard Foods Co., Ltd. in 2015. However, as of July 2015, of the $3,980,795 thousand, $31,220 thousand was invested in Shanghai Le Ben De Health Technology Co., Ltd. by Shanghai Standard Foods Co., Ltd. In aggregate, the outward remittance of the investments of Shanghai Standard Foods Co., Ltd. and Shanghai Le Ben De Health Technology Co., Ltd. was $3,949,575 thousand and $31,220 thousand, respectively.

  • Note 5: Standard Corporation (Hong Kong) Limited is the investor company in third region.

  • Note 6: The Company in mainland China was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd.

  • Note 7: The Company in mainland China was invested directly by Standard Foods Corporation and was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd. The amount invested directly was $181,048 thousand.

  • Note 8: This company was spun off from Shanghai Standard Foods Co., Ltd.; it is the investor company in third region.

  • Note 9: Recognition of investment income (loss) was based on Note 2, b, 2).

  • Note 10: The Industrial Development Bureau of the MOEA issued the proofing document of operational headquarters to the Company; the document is still valid within the audit period. Hence, according to the Investment Commission of the MOEA, there is no upper limit on the amount of investment.

  • Note 11: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 169 -

TABLE 9

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Mu Te Investment Co., Ltd. Trust Property Account
Chia Yun Investment Co., Ltd. Trust Property Account
Chia Chieh Investment Co., Ltd. Trust Property Account
157,008,400
133,125,408
108,503,160
17.15
14.54
11.85
  • Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.

  • 170 -

V. Individual Financial Statements for the Most Recent Fiscal Year

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, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, 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, 2020 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. 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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. 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.

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2020 is stated as follows:

Estimate of Return Liability

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

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

  1. We obtained an understanding and tested the design and operating effectiveness of the key controls over the estimates of the return liability.

  2. 171 -

  3. We selected samples from the sales return transactions and inspected the correctness of the sales returns in current year.

  4. We obtained the relevant reports of estimates of sales return liability, and we recalculated and reviewed that the assessment results were adequate.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

  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. 172 -

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 2021

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.

  • 173 -

STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 22)
Trade receivables from unrelated parties (Notes 10 and 22)
Trade receivables from related parties (Notes 22 and 28)
Other receivables (Note 10)
Other receivables from related parties (Note 28)
Inventories (Note 11)
Prepayments (Note 12)
Other current assets (Notes 17 and 19)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Investments accounted for using the equity method (Note 13)
Property, plant and equipment (Note 14)
Right-of-use assets (Note 15)
Other intangible assets (Note 16)
Deferred tax assets (Note 24)
Other non-current assets (Note 17)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities - current (Note 22)
Notes payable (Note 18)
Trade payables (Note 18)
Trade payables to related parties (Note 28)
Other payables (Note 19)
Current tax liabilities (Note 24)
Lease liabilities - current (Note 15)
Other current liabilities (Notes 5 and 19)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Note 24)
Lease liabilities - non-current (Note 15)
Net defined benefit liabilities (Note 20)
Other non-current liabilities (Note 19)
Total non-current liabilities
Total liabilities
EQUITY (Note 21)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
2020 2019










































Amount
%
$ 205,747
1
1,118,813
5
20,671
-
1,092,961
5
5
-
1,980,474 10
136,585
1
34,420
-
947,545
5
1,834,330
9
167,706
1

27,378

-

7,566,635
37
1,894
-
77,341
-
11,167,932 54
1,352,887
7
63,174
-
13,660
-
321,299
2

19,928

-

13,018,115
63
$ 20,584,750
100
$ 21,440
-
289
-
827,945
4
20,526
-
1,110,589
5
299,812
2
20,979
-

24,670

-

2,326,250
11
347,410
2
38,059
-
188,393
1

150

-

574,012

3

2,900,262
14

9,150,897
44

127,392

1
3,287,022 16
577,494
3

4,918,357
24

8,782,873
43

(355,492)
(2)

(21,182)

-

17,684,488
86
$ 20,584,750
100















































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

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

  • 174 -

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Notes 22 and 28)

OPERATING COSTS
Cost of goods sold (Notes 11, 23 and 28)

GROSS PROFIT

OPERATING EXPENSES (Note 23)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Interest income (Notes 23 and 28)
Other income (Notes 23 and 28)
Other gains (Note 23)
Finance costs (Note 23)
Share of the profit of subsidiaries

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 20)
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
2020
Amount
%
$ 13,184,535 100

8,455,471
64


4,729,064
36

1,340,048 10
453,697
3
87,553
1

(217)

-


1,881,081
14


2,847,983
22

21,974
-
11,298
-
50,398
-
(1,084)
-

990,798

8


1,073,384

8

3,921,367 30

708,566

6


3,212,801
24


(20,575)
-
(5,155)
-
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

22,823
-

11,933
-

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)
-
(Continued)
  • 175 -

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of the other comprehensive income of
subsidiaries accounted for using the equity
method

Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 24)

Total items that will not be reclassified
subsequently to profit or loss

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 24)

Total items that may be reclassified
subsequently to profit or loss

Other comprehensive income (loss) for the year,
net of income (loss) tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 25)
Basic
Diluted
2020
Amount
%
$ 101,676
1

4,095

-


80,041

1

151,041
1

(30,209)

-


120,832

1


200,873

2

$ 3,413,674
26

$ 3.54
$ 3.53
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


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

(Concluded)

  • 176 -

STANDARD FOODS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Ordinary Shares
Capital Surplus
BALANCE AT JANUARY 1, 2019
$ 9,150,897
$ 93,045
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

-

16,673
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

9,150,897

109,718
Appropriation of 2019 earnings
Legal reserve

-

-
Cash dividends to shareholders

-

-
Share dividends to shareholders

-

-
Adjustment of capital surplus for the Company’s cash dividends
received by subsidiaries

-

17,674
Net profit for the year ended December 31, 2020
-
-
Other comprehensive income (loss) for the year ended December
31, 2020, net of income tax

-

-
Total comprehensive income for the year ended December 31,
2020

-

-
BALANCE AT DECEMBER 31, 2020
$ 9,150,897
$ 127,392
Ordinary Shares
Capital Surplus
BALANCE AT JANUARY 1, 2019
$ 9,150,897
$ 93,045
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

-

16,673
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

9,150,897

109,718
Appropriation of 2019 earnings
Legal reserve

-

-
Cash dividends to shareholders

-

-
Share dividends to shareholders

-

-
Adjustment of capital surplus for the Company’s cash dividends
received by subsidiaries

-

17,674
Net profit for the year ended December 31, 2020
-
-
Other comprehensive income (loss) for the year ended December
31, 2020, net of income tax

-

-
Total comprehensive income for the year ended December 31,
2020

-

-
BALANCE AT DECEMBER 31, 2020
$ 9,150,897
$ 127,392
Retained Earnings Other Equity Total
Treasury Shares
$ (330,945)
$ (21,182)


-

-


-

-


-

-


-

-

-
-

(246,549)

-


(246,549)

-


(577,494)

(21,182)


-

-


-

-


-

-


-

-

-
-

222,002

-


222,002

-

$ (355,492)
$ (21,182)
Total Equity
$ 15,806,926

-

Tr


















Exchange
Differences on
anslation of the
Financial
Statements of
Unrealized Gain
(Loss) on
Financial Assets at
Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (412,869)
$ 81,924


-

-


-

-


-

-


-

-

-
-

(280,169)

33,620


(280,169)

33,620


(693,038)

115,544


-

-


-

-


-

-


-

-

-
-

120,832

101,170


120,832

101,170

$ (572,206)
$ 216,714
Legal Reserve
Special Reserve
Unappropriated
Earnings

$ 2,650,503
$ 260,426
$ 4,004,182


294,909

-

(294,909)


-

70,519

(70,519)


-

-

(2,287,724)


-

-

-


-
-
3,416,097

-

-

(27,296)


-

-

3,388,801


2,945,412

330,945

4,739,831


341,610

-

(341,610)


-

246,549

(246,549)


-

-

(2,424,987)


-

-

-


-
-
3,212,801

-

-

(21,129)


-

-

3,191,672

$ 3,287,022
$ 577,494
$ 4,918,357
Total
$ 6,915,111

-

-

-

-

-

(2,287,724)

-

(2,287,724)

16,673

16,673
-

-
3,416,097

(27,296)

3,388,801

3,416,097

(273,845)

3,142,252

-

109,718

8,016,188


16,678,127

-

-


-

-

-

-

-

(2,424,987)

-

(2,424,987)

17,674

17,674
-

-
3,212,801

(21,129)

3,191,672

3,212,801

200,873

-


3,413,674
$ 127,392 $ 8,782,873 $ 17,684,488

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

  • 177 -

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Trade payables to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

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

Proceeds from sale of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets
(Increase) decrease in other financial assets
2020
$ 3,921,367

225,981
8,105
(217)
(3,063)
1,084
(21,974)
(1,721)
(990,798)
951
(553,676)
(5)
168,589
4,899
(20,660)
(944,303)
92,441
74,443
(12,030)
6,405
(288)
(48,317)
(5,615)
69,453
16,386
(43,387)

1,944,050
23,737
(1,084)
(688,243)

1,278,460

(2,240,636)
2,757,870
(185,413)
2,417
(13,541)
1,323
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

(159,044)
1,131

(7,564)
(3,441)

(Continued)

  • 178 -

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

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
Proceeds from guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid to owners of the Company

Acquisition of interest in subsidiaries

Net cash used in financing activities

NET 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

The accompanying notes are an integral part of the financial statements.
2020
$ (3,409)
442,255
1,721

762,587

-
(25,688)
(2,424,987)
(9,056)

(2,459,731)

(418,684)
624,431

$ 205,747
2019
$ (7,235)
424,580
2,787
(376,218)
(50)

(26,113)
(2,287,724)
-
(2,313,887)

(174,264)
798,695
$ 624,431
(Concluded)
  • 179 -

STANDARD FOODS CORPORATION

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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 22, 2021.

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

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

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies:

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

The Company applies the amendments to IFRS 3 to transactions that occur on or after January 1, 2020. 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 that together significantly contribute to the ability to create outputs. To determine whether an acquired process is substantive, different criteria apply, depending on whether there are outputs at the acquisition date. 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 Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

  • 180 -

b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021

Effective Date New IFRSs Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Exemption from Effective immediately upon Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19 - Related Rent Concessions” June 1, 2020

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

Effective Date New IFRSs Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or NonJanuary 1, 2023 current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • 181 -

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

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 the 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.

When preparing these parent company only financial statements, the Company adopts 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;

  • 182 -

  • 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.

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.

  • 183 -

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.

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.

  • 184 -

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.

  • 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 property, plant and equipment, right-of-use asset, intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use asset 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 cashgenerating 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.

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 cashgenerating 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.

  • 185 -

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

  • 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 27.

  • 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, 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

  • 186 -

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 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.

  • 187 -

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.

  • 3) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 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. 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

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.

  • 188 -

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, 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.

  • 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 services.

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 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

Income tax payable is based on taxable profit for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act, 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.

  • 189 -

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.

  • 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 Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Estimate of return liability

The sales of goods are recognized upon completion of the profit-making process, on the conditions set out in Note 4. Management estimates the return liability based on market condition and the historical return rates. The sales return allowance are recorded as the deduction of sales and management periodically reviews the reasonableness of accounting estimates.

  • 190 -

6. CASH AND CASH EQUIVALENTS

December 31
2020
2019
Cash on hand
$ 1,432
$ 1,432
Checking accounts and demand deposits
168,318
223,408
Cash equivalents (investments with original maturities of 3 months
or less)
Time deposits
35,997
131,144
Repurchase agreements collateralized by bonds

-

268,447
$ 205,747
$ 624,431
The market rate intervals of cash in bank at the end of the reporting period were as follows:
December 31
2020
2019
Bank balance
0.010%-2.500% 0.001%-3.220%
Repurchase agreements collateralized by bonds
-
0.550%-0.560%
December 31
2020
2019
$ 1,432
$ 1,432
168,318
223,408
35,997
131,144

-

268,447
$ 205,747
$ 624,431
were as follows:
December 31
2020
2019
0.010%-2.500% 0.001%-3.220%
-
0.550%-0.560%

The market rate intervals of cash in bank at the end of the reporting period were as follows:

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds

Note cash


Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted shares
December 31 December 31



2020
$ 1,089,781

29,032

$ 1,118,813

$ 1,894
2019
$ 556,393
-
$ 556,393
$ 7,575

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Current
Investments in equity instruments at fair value through other
comprehensive income (FVTOCI)
Non-current
Investments in equity instruments at FVTOCI
December 31
2020
$ 20,671
$ 77,341
2019
$ 21,825
$ 81,342
  • 191 -

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.
Non-current
Listed shares and emerging market shares
Ordinary shares - GeneFerm Biotechnology Co., Ltd.
Unlisted shares
Ordinary shares - Dah Chung Bills Finance Corp.
December 31





2020
$ 15,374


5,297

$ 20,671

$ 62,423


14,918

$ 77,341
2019
$ 16,479

5,346
$ 21,825
$ 65,640

15,702
$ 81,342

These investments in equity instrument are not held for trading. Instead, they are held for medium- to longterm 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.

Dividend of $1,721 thousand and $2,787 thousand were recognized during 2020 and 2019, respectively.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months
December 31 December 31
2020
$ 1,092,961
2019
$ 1,610,195

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.40%-2.08% and 0.79%-2.85% per annum as of December 31, 2020 and 2019, 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

December 31 December 31



2020
$ 5

$ 1,981,590

(1,116)

$ 1,980,474
2019
$ -
$ 2,150,179
(1,333)
$ 2,148,846
  • 192 -
Other receivables
Accrued interest

Payment on behalf of others
Accrued promoted subsidy
Others

$ 3,442

3,259
19,543
8,176

$ 34,420
$ 5,205
595
3,118
6,605
$ 15,523

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.

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 approach considering the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook.

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, 2020

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2019
Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost
Not Past Due
0.01%
$ 1,979,787


(186)

$ 1,979,601

Not Past Due
0.01%
$ 2,147,040


(245)

$ 2,146,795
Less than 30
Days
6.72%
$ 506


(34)

$ 472

Less than 30
Days
7.37%
$ 692


(51)

$ 641
31 to 90 Days 91 to 180 Days Over 180 Days
21.74%
51.11%
100.00%
$ 322
$ 315
$ 665


(70)

(161)

(665)

$ 252
$ 154
$ -

31 to 90 Days 91 to 180 Days Over 180 Days
18.27%
47.71%
100.00%
$ 1,390
$ 524
$ 533


(254)

(250)

(533)

$ 1,136
$ 274
$ -
Total
$ 1,981,595

(1,116)
$ 1,980,479
Total
$ 2,150,179

(1,333)
$ 2,148,846

December 31, 2019

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



2020
$ 1,333


(217)

$ 1,116
2019
$ 1,428

(95)
$ 1,333
  • 193 -

11. INVENTORIES

Merchandise

Finished goods
Work in progress
Raw materials
Packing materials

December 31 December 31


2020
$ 481,002

724,984
145,137
451,762
31,445

$ 1,834,330
2019
$ 463,267
829,612
136,206
458,387
39,299
$ 1,926,771

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 included reversals of inventory write-downs of $2,765 thousand and loss on abandoned inventories of $6,123 thousand. 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.

12. PREPAYMENTS

Prepayments for purchases

Prepayments for equipment parts
Prepayments for fuel oil
Prepayments for insurance
Prepayments for advertisements
Others

December 31 December 31


2020
$ 128,696

18,338
2,352
482
1,540

16,298

$ 167,706
2019
$ 207,477
16,836
3,344
619
-

13,873
$ 242,149

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

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”)
Le Bonta Wellness Co., Ltd. (“Shanghai Le Bonta”)
Standard Foods, LLC.

December 31 December 31



2020
$ 3,623,593
5,685,589
1,006,590
354,881
305,990
83,597

8,958
90,190

8,544

$ 11,167,932
2019
$ 3,381,908

5,220,048

1,000,126

290,480

247,879

82,342

8,781

108,378

-
$ 10,339,942
  • 194 -
Name of Subsidiary
Accession Limited
Cayman Standard
Standard Dairy Products
Charng Hui
Domex Technology
Standard Beverage
Le Bonta Wellness
Shanghai Le Bonta
Standard Foods, LLC. (Note)
Proportion of Ownership and
Voting Rights
December 31
2020
2019
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%
100.0%
-

Note: The Company invested US$300 thousand in June 2020.

Refer to Note 31 for the details of the subsidiaries indirectly held by the Company.

14. PROPERTY, PLANT AND EQUIPMENT

Freehold Land
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

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

Cost
Balance at January 1, 2020
$ 396,356

Additions
-
Disposals
-
Reclassified

2,940

Balance at December 31, 2020$ 399,296

Accumulated depreciation and
impairment
Balance at January 1, 2020
$ -

Disposals
-
Depreciation expenses

-

Balance at December 31, 2020$ -

Carrying amount at
December 31, 2020
$ 399,296
Buildings
$ 975,442


-

975,442
-
(19,566 )

71,475

$ 1,027,351

$ 599,773


-

599,773
(18,370 )

52,286

$ 633,689

$ 393,662

$ 1,027,351

-
(8,859 )

44,932

$ 1,063,424

$ 633,689

(8,698 )

55,685

$ 680,676

$ 382,748
Equipment
$ 2,088,287


-

2,088,287
-

(26,535 )

205,189

$ 2,266,941

$ 1,681,458


-

1,681,458

(25,607 )

132,892

$ 1,788,743

$ 478,198

$ 2,266,941

-

(74,601 )

78,562

$ 2,270,902

$ 1,788,743


(71,401 )

132,742

$ 1,850,084

$ 420,818
Other
Equipment
$ 194,890


(6,460)

188,430
-

(20,102 )

19,130

$ 187,458

$ 159,215


(1,077)

158,138

(19,008 )

13,184

$ 152,314

$ 35,144

$ 187,458

-

(13,838 )

10,624

$ 184,244

$ 152,314


(13,831 )

13,360

$ 151,843

$ 32,401
Property in
Construction
$ 206,019


-

206,019
159,044

-

(295,794)

$ 69,269

$ -


-

-

-

-

$ -

$ 69,269

$ 69,269

185,413

-

(137,058)

$ 117,624

$ -


-

-

$ -

$ 117,624
Total
$ 3,860,994

(6,460)
3,854,534
159,044
(66,203 )

-
$ 3,947,375
$ 2,440,446

(1,077)
2,439,369
(62,985 )

198,362
$ 2,574,746
$ 1,372,629
$ 3,947,375
185,413
(97,298 )

-
$ 4,035,490
$ 2,574,746
(93,930 )

201,787
$ 2,682,603
$ 1,352,887
  • 195 -

No impairment assessment was performed for the years ended December 31, 2020 and 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
Carrying amounts
Land
Buildings
Office equipment
Transportation equipment

Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Office equipment
Transportation equipment
Lease liabilities
Carrying amounts
Current
Non-current
December 31
2020
2019
$ 2,898
$ 3,615
56,602
75,984
445
390

3,229

4,306
$ 63,174
$ 84,295
For the Year Ended December 31



2020
$ 3,073

$ 1,851

21,190
76

1,077

$ 24,194

December
2019
$ 8,565
$ 865
21,754
29

1,077
$ 23,725
31

2020
$ 20,979

$ 38,059
2019
$ 25,349
$ 56,304
  • b. Lease liabilities

  • 196 -

Range of discount rates for lease liabilities was as follows:

Land
Buildings
Office equipment
Transportation equipment
December 31
2020
2019
1.07%
1.07%
1.07%
1.07%
1.07%
1.07%
-
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

Expenses relating to short-term leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2020
$ 23,730
$ (50,362)
2019
$ 15,707
$ (43,159)

The Company’s leases of leases certain office equipment and retail stores 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.

16. INTANGIBLE ASSETS

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

Cost
Balance at January 1, 2020

Additions

Balance at December 31, 2020

Accumulated amortization and impairment
Computer
Software
$ 202,819

7,564

$ 210,383

$ 201,147

6,293

$ 207,440

$ 2,943

$ 210,383

13,541

$ 223,924
  • 197 -
Balance at January 1, 2020

Amortization expenses

Balance at December 31, 2020

Carrying amount at December 31, 2020
$ 207,440

2,824

$ 210,264

$ 13,660

No impairment assessment was performed for the years ended December 31, 2020 and 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

17. OTHER ASSETS

Current
Advances to officers
Right to recover a product
Non-current
Refundable deposits
Others
December 31
2020
$ 24,177

3,201
$ 27,378
$ 16,159

3,769
$ 19,928
2019
$ 15,348

-
$ 15,348
$ 17,482

5,641
$ 23,123

18. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating

Trade payables
Trade payables
December 31 December 31

2020
$ 289

$ 827,945
2019
$ 577
$ 876,262

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.

  • 198 -

19. OTHER LIABILITIES

Current
Other payables
Payable for salaries or bonuses

Payable for compensation of employees
Payable for remuneration of directors
Payable for commission and rebates
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


Other liabilities
Return liability

Others


Non-current
Other liabilities
Guarantee deposits
December 31 December 31






2020
$ 183,654

49,921
21,965
432,133
157,725
23,682
5,993
54,891
15,773
10,343
154,509

$ 1,110,589

$ 6,606

18,064

$ 24,670

$ 150
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
$ 7,011
1,273
$ 8,284
$ 150

In accordance with business practices, the Company accepts the returns of goods sold. Taking into account the historical experience in the past, the Company estimates the return rate with the most probable amount, and recognizes the return liability, which accounts for other current liabilities, and related product rights to be returned, which accounts for other current assets.

20. 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 Act. 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.

  • 199 -

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


2020
$ 515,182

(326,789)

$ 188,393
2019
$ 524,433
(313,228)
$ 211,205

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, 2019 $ 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
Service cost
Current service cost 4,178 - 4,178
Net interest expense (income)
3,933

(2,372)

1,561
Recognized in profit or loss
8,111

(2,372)

5,739
(Continued)
  • 200 -
Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
Remeasurement
Return on plan assets (excluding amounts
included in net interest) $
-
$ (10,454)
$ (10,454)
Actuarial loss - changes in demographic
assumptions 2,043 - 2,043
Actuarial loss - changes in financial
assumptions 12,746 - 12,746
Actuarial loss - experience adjustments 16,240
-

16,240
Recognized in other comprehensive income 31,029
(10,454)

20,575
Contributions from the employer - (49,126)

(49,126)
Benefits paid (48,391) 48,391

-
Balance at December 31, 2020 $ 515,182
$ (326,789)
$ 188,393
(Concluded)

Through the defined benefit plan under the Labor Standards Act, 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.

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
2020
2019
0.500%
0.750%
3.000%
3.000%

If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will 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
2020
$ (12,759)
$ 13,219
$ 12,680
$ (12,310)
2019
$ (13,311)
$ 13,802
$ 13,269
$ (12,869)
  • 201 -

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
2020
$ 23,807
10.3 years
2019
$ 6,059
10.6 years

21. EQUITY

  • a. Share capital

  • 1) Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized, par value of $10 (in thousands of NT$)

Shares issued and fully paid (in thousands of shares)

Shares issued (in thousands of NT$)
December 31 December 31



2020
920,000

$ 9,200,000

915,089

$ 9,150,897
2019
920,000
$ 9,200,000
915,089
$ 9,150,897
  • 2) Global depositary receipts

As of December 31, 2020, 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

Recognized from treasury share transactions
May be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
December 31 December 31


2020
$ 1

126,925

466

$ 127,392
2019
$ 1
109,251

466
$ 109,718
  • 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.

  • 202 -

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 23(h). compensation of employees 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.

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 2019 and 2018 approved in the shareholders’ meetings on June 16, 2020 and June 13, 2019, respectively, were as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31


2019
$ 341,610

$ 246,549

$ 2,424,987

$2.65
2018
$ 294,909
$ 70,519
$ 2,287,724
$2.50

The appropriations of earnings for 2020 had been proposed by the Company’s board of directors on March 22, 2021. The appropriations and dividends per share were as follows:

Appropriation Appropriation
of Earnings
Legal reserve $ 319,167
Special reserve $ 2,287,724
Cash dividends $2.50

The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting to be held on June 11, 2021.

  • 203 -

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


2020
$ 330,945


246,549

$ 577,494
2019
$ 260,426

70,519
$ 330,945

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.

e. Other equity items

  • 1) Exchange differences on translation of the financial statements of foreign operations

Balance at January 1

Recognized for the year
Exchange differences on translation of the financial
statements of foreign operations

Other comprehensive income recognized for the year

Balance at December 31

2) Unrealized gain (loss) on financial assets at FVTOCI

Balance at January 1

Recognized for the year
Unrealized gain (loss) - equity instruments

Other comprehensive income recognized for the year

Balance at December 31

Treasury shares
Purpose of Buy-back
Number of shares at January 1, 2020 and December 31, 2020
Number of shares at January 1, 2019 and December 31, 2019
For the Year Ended For the Year Ended December 31
2020
$ (693,038)


120,832


120,832

$ (572,206)

For the Year Ended
2019
$ (412,869)
(280,169)
(280,169)
$ (693,038)
December 31



2020
2019
$ 115,544
$ 81,924

101,170

33,620

101,170

33,620
$ 216,714
$ 115,544
Shares Held by
Subsidiaries (In
Thousands of
Shares)

6,669

6,669
  • 2) Unrealized gain (loss) on financial assets at FVTOCI

  • f. Treasury shares

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:

  • 204 -
Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
December 31, 2020
Chang Hui
6,669

December 31, 2019
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 408,839
$ 21,182
$ 464,195

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 shareholders’ rights.

22. REVENUE

For For the Year Ended December 31 Ended December 31 Ended December 31
2020 2019
Revenue from contracts with customers
Revenue from sale of goods $ 13,184,535
$ 13,139,944
a. Contract balances
December 31, December 31, January 1,
2020 2019 2019
Notes receivable (Note 10) $ 5
$ -
$
567
Trade receivables (Note 10) $ 1,980,474
$ 2,148,846
$ 1,984,166
Trade receivables from related parties
(Note 10) $ 136,585
$ 141,484
$
174,492
Contract liabilities - current
Sale of goods $ 21,440
$ 15,035
$
7,995
b. Disaggregation of revenue
Reportable Segments
Nutritious Cooking
Foods Products Others Total
For the year ended
December 31, 2020
Type of goods or services
Sale of goods $ 10,824,568
$
1,998,655
$
361,312
$ 13,184,535
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
  • 205 -

23. NET PROFIT

Net Profit

  • a. Interest income

Interest income
Bank deposits
Financial assets at amortized cost
Repurchase agreements collateralized by bonds
Loans to related parties
Others
Other income


Royalties
Dividends
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
Government grants
Others
Finance costs

Interest on bank loan
Interest on lease liabilities
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 2,850
$ 8,512
13,886
13,871
361
384
4,812
-

65

56
$ 21,974
$ 22,823
For the Year Ended December 31
2020
2019

$ 9,577
$ 9,146

1,721

2,787
$ 11,298
$ 11,933
For the Year Ended December 31
2020
2019
$ 3,063
$ 4,098
37,129
(13,139)
(951)
(2,087)
98
-

11,059

14,596
$ 50,398
$ 3,468
For the Year Ended December 31


2020
$ 140


944

$ 1,084
2019
$ -

1,339
$ 1,339
  • b. Other income

  • c. Other gains and losses

  • d. Finance costs

  • 206 -

e. Impairment losses recognized (reversed)


Trade receivables
Inventories (included in operating costs)
f. Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating costs

Operating expenses


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
2020
$ (217)

(2,765)
$ (2,982)
For the Year Ended
2019
$ (95)

(9,406)
$ (9,501)
December 31
2020
$ 173,659


52,322

$ 225,981

$ 4,127


3,978

$ 8,105

For the Year Ended
2019
$ 170,081

52,006
$ 222,087
$ 4,309

7,689
$ 11,998
December 31






2020
$ 34,577

5,739

40,316
1,148,500

$ 1,188,816

$ 523,231

665,585

$ 1,188,816
2019
$ 32,606
6,072
38,678
1,069,158
$ 1,107,836
$ 494,361
613,475
$ 1,107,836
  • h. Compensation of employees 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, 2020 and 2019, which were approved by the Company’s board of directors on March 22, 2021 and March 18, 2020, respectively, were as follows:

  • 207 -

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
2020
2019
1.25%
1.22%
0.55%
0.59%
For the Year Ended December 31
2020
Cash
$ 49,921
21,965
2019
Cash
$ 52,013
25,073

If there is a change in the amounts after the annual financial statements are 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 financial statements for the years ended December 31, 2019 and 2018.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 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
2020
$ 85,396
(48,267)
$ 37,129
2019
$ 33,162
(46,301)
$ (13,139)

24. INCOME TAXES

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years

Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31



2020
$ 588,864

18,783

(11,340)

596,307

112,259

$ 708,566
2019
$ 614,633
12,941

(2,299)
625,275

142,714
$ 767,989

A reconciliation of accounting profit and income tax expenses is as follows:

  • 208 -
Profit before tax from continuing operations

Income tax expense calculated at the statutory rate (20%)

Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
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



2020
$ 3,921,367

$ 784,273

18,089
(101,239)
18,783

(11,340)

$ 708,566
2019
$ 4,184,086
$ 836,817
16,626

(96,096)
12,941

(2,299)
$ 767,989

b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
Translation 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
2020
$ 30,209
(4,115)

20
$ 26,114
2019
$ (70,043)
(4,335)

(3)
$ (74,381)

c. Current tax liabilities

Current tax liabilities
Income tax payable
December 31
2020
$ 299,812
2019
$ 391,748

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, 2020

Recognized 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 $ 82,086 $ (32,205 ) $ - $ 49,881
Exchange differences on translation of the financial
statements of foreign operations 173,259 - (30,209 ) 143,050
Defined benefit plans 64,530 184 4,115 68,829
Deferred sales returns and allowances 2,171 1,745 - 3,916
Allowance for inventory loss 2,177 (553 ) - 1,624
FVTOCI financial assets 43,889 - (20 ) 43,869
Others 10,020 110 - 10,130
$ 378,132 $ (30,719) $ (26,114) $ 321,299
Deferred tax liabilities
Temporary differences
Investments accounted for using the equity method $ 232,185 $ 75,435 $ - $ 307,620
Reserve for land value increment tax 33,685 - - 33,685
Others - 6,105 - 6,105
$ 265,870 $ 81,540 $ - $ 347,410
  • 209 -

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 translation of 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
  • e. Income tax assessments

The income tax returns of the Company through 2018 have been assessed by the tax authorities.

25. 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

2020
$ 3.54

$ 3.53
2019
$ 3.76
$ 3.76

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
2020
$ 3,212,801
2019
$ 3,416,097

The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:


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


2020
908,420


1,070

909,490
2019
908,420

709
909,129
  • 210 -

The Company may settle compensation paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares and the resulting potential shares are 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.

26. 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.

27. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2020
Financial assets at FVTPL
Unlisted shares

Mutual funds
Note cash


Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and
emerging market
shares

Unlisted shares


December 31, 2019
Financial assets at FVTPL
Unlisted shares

Mutual funds


Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and
emerging market
shares

Unlisted shares

Level 1
$ -
1,089,781

-

$ 1,089,781

$ 83,094

-

$ 83,094

Level 1
$ -

556,393

$ 556,393

$ 87,465

-

$ 87,465
Level 2
$ -

-

29,032

$ 29,032

$ -

-

$ -

Level 2
$ -

-

$ -

$ -

-

$ -
Level 3
$ 1,894

-

-

$ 1,894

$ -

14,918

$ 14,918

Level 3
$ 7,575

-

$ 7,575

$ -

15,702

$ 15,702
Total
$ 1,894

1,089,781

29,032
$ 1,120,707
$ 83,094

14,918
$ 98,012
Total
$ 7,575

556,393
$ 563,968
$ 87,465

15,702
$ 103,167

There were no transfers between Levels 1 and 2 in the current and prior year.

  • 211 -

2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2020

Financial Assets
Balance at January 1, 2020
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
Balance at December 31, 2020
Recognized in other gains and losses -
unrealized
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
$ 7,575
(1,343)
-

(4,338)
$ 1,894
$ 1,062
Financial Assets
at FVTPL

Equity
Instruments
$ 7,315
260

-
$ 7,575
$ 260
Financial Assets
at FVTOCI
Equity
Instruments
$ 15,702

-
(784)

-

$ 14,918


Financial Assets
at FVTOCI
Equity
Instruments
$ 12,805

-

2,897

$ 15,702

Total
$ 23,277
(1,343)
(784)

(4,338)
$ 16,812
$ 1,062
Total
$ 20,120
260

2,897
$ 23,277
$ 260
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instrument Valuation Technique and Inputs

Note cash Discounted cash flow.

Future cash flows are discounted at a rate that reflects current borrowing interest rates of the bond issuers at the end of the year.

  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of unlisted equity securities - ROC was 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

  • 212 -

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
2020
2019
$ 1,120,707
$ 563,968
4,413,896
4,561,203
98,012
103,167
903,801
965,427
  • 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.

  • 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

  • 213 -

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 pretax 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

Profit or loss
RMB Impact
For the Year Ended
December 31
2020
2019
$ 26,980 (i) $ 1,161 (i)
EUR Impact
For the Year Ended
December 31
2020
2019
$ - (iii) $ 2,349 (iii)
CHF Impact
For the Year Ended
December 31
2020
2019
$ 1,405 (v) $ 1,244 (v)
USD Impact
For the Year Ended
December 31
2020
2019
$ 5,874 (ii) $ 15,200 (ii)
AUD Impact
For the Year Ended
December 31
2020
2019
$ 775 (iv) $ 817 (iv)
SGD Impact
For the Year Ended
December 31
2020
2019
$ - (vi) $ (348) (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 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
2020
2019
$ 434,758
$ 987,086
59,038
81,653
694,200
1,022,700
  • 214 -

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, 2020 and 2019 would have increased/decreased by $6,942 thousand and $10,227 thousand, respectively.

  • 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 31,2020 and 2019 would have increased/decreased by $11,207 thousand and $5,640 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, 2020 and 2019 would have increased/decreased by $980 thousand and $1,032 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 79% in total trade receivables as of December 31, 2020 and 2019, 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:

  • 215 -
December 31, 2020

Carrying
Amount
Credit-impaired financial
instruments according to
impairment criteria in
IFRS 9
Receivables
$ 1,980,479
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
$ 19,298 $ 2,632 $ 21,930
Maximum Exposure to Credit Risk Mitigated by
Collateral
Other Credit
Enhancements
Total
$ 35,703 $ 391 $ 36,094
  • 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, 2020 and 2019, the Company had available unutilized bank loan facilities in the amounts of $2,032,062 thousand and $2,033,591 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, 2020

On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-interest bearing
$ 282,526
$ 579,957
$ 41,168

Lease liabilities
18,720
601
2,076
Contract liabilities

7,147

14,293

-

$ 308,393
$ 594,851
$ 43,244
1-5 Years
$ 150
38,272

-
$ 38,422
  • 216 -

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

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.

28. 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

Accession Limited

Dermalab S.A. (“Dermalab”)

Standard Foods (China) Co., Ltd. (“Chain Standard Foods”)

Standard Foods (Xiamen) Co., Ltd. (“Xiamen Standard Foods”)
GeneFerm Biotechnology Co., Ltd. (“GeneFerm”)
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
The Company is one of the directors
  • b. Sales of goods
Line Items
Related Party Category/Name
Sales
Subsidiaries
Standard Dairy Products

GeneFerm
Others

For the Year Ended December 31 For the Year Ended December 31


2020
$ 1,442,012

26,058

-

$ 1,468,070
2019
$ 1,470,332
-

922
$ 1,471,254

Sales to related parties were conducted on normal commercial terms.

  • 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 December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 900,852

1,015

72,095

$ 973,692
2019
$ 917,346
1,756

48,186
$ 967,288

Purchases from related parties were conducted on normal commercial terms.

  • 217 -

d. Receivables from related parties

Line Items
Related Party Category/Name
Trade receivables
Subsidiaries
Standard Dairy Products

The Company is one of the directors
GeneFerm





Other receivables
Subsidiaries
Standard Dairy Products

Standard Beverage
Dermalab
China Standard Foods
Xiamen Standard Foods



December 31 December 31





2020
$ 127,574

9,011

$ 136,585

$ 2,761

20,117
46,842
351,346
526,479

$ 947,545
2019
$ 141,484
-
$ 141,484
$ 3,127
115
-
-
-
$ 3,242

The outstanding receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment loss was recognized on receivables from related parties.

  • e. Payables to related parties
Line Items
Related Party Category/Name
Trade payables
The Company is one of the directors
GeneFerm
December 31 December 31

2020
$ 20,526
2019
$ 26,141

The outstanding payables from related parties are unsecured.

  • f. Loans to related parties
Related Party Category/Name
Standard Beverage

Dermalab
China Standard Foods
Xiamen Standard Foods


Interest expenses

Related Party Category/Name
Standard Beverage

China Standard Foods
Xiamen Standard Foods

December 31 December 31
2020
$ 20,000

46,842
349,184

523,776

$ 939,802

For the Year Ended
2019
$ -
-
-

-
$ -
December 31


2020
$ 15

2,128

2,669

$ 4,812
2019
$ -
-

-
$ -
  • 218 -

g. 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
2020
2019
$ 202,400
$ 149,900
-
20,000
-
29,980
-
-
  • h. 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

2020
$ 9,577

$ 1,320
2019
$ 9,146
$ 1,320
  • i. Remuneration of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended For the Year Ended December 31


2020
$ 40,383


326

$ 40,709
2019
$ 45,293

522
$ 45,815

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

29. 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, 2020 were as follows:

  • a. The Company has entered into a license agreement with The Quaker Oats Company (“Quaker”) for a period ending July 11, 2034. 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$1,032 thousand.

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $123,536 thousand.

  • d. Unrecognized commitments for acquiring approximately 30,666 tons of colostrum from dairymen.

  • 219 -

30. 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, 2020

Foreign
Currency
Exchange Rate
Financial assets
Monetary items
USD
$ 7,013
28.48 (USD:NTD)
RMB
205,470
4.38 (RMB:NTD)
AUD
1,576
21.95 (AUD:NTD)
CHF
1,450
32.31 (CHF:NTD)


Foreign
Currency
Exchange Rate
Non-monetary items

Investments accounted for using the
equity method
USD
$ 300
28.48 (USD:NTD)
RMB
2,153,318
4.38 (RMB:NTD)




Financial liabilities


Monetary items
USD
138
28.48 (USD:NTD)
AUD
399
21.95 (AUD:NTD)

December 31, 2019
Foreign
Currency
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)

Carrying
Amount
$ 199,736

899,341

34,585
46,842
$ 1,180,504
Carrying
Amount
$ 8,544
9,399,372
$ 9,407,916
$ 3,936
8,756
$ 12,692
(Concluded)
Carrying
Amount
$ 506,678

38,690

78,303

43,235
41,472
$ 708,378

Non-monetary items Investments accounted for using the equity method

  • 220 -

4.31 (RMB:NTD) $ 8,710,333

2,027,023

RMB

Financial liabilities

Monetary items AUD 762 21.01 (AUD:NTD) $ 16,002 SGD 520 22.28 (SGD:NTD) 11,586 $ 27,588

The significant realized and unrealized foreign exchange gains (losses) were as follows:

Foreign
Currency
USD
RMB
EUR
AUD
CHF
SGD
Others
For the Year Ended December 31 For the Year Ended December 31
2020
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
29.55 (USD:NTD)
$ 962
4.28 (RMB:NTD)
32,372
33.71 (EUR:NTD)
2,040
20.40 (AUD:NTD)
(215)
31.47 (CHF:NTD)
1,675
21.43 (SGD:NTD)
143

152
$ 37,129
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
30.91 (USD:NTD)
$ (13,549)
4.48 (RMB:NTD)
16
34.61 (EUR:NTD)
344
21.50 (AUD:NTD)
861
31.10 (CHF:NTD)
(961)
22.66 (SGD:NTD)
11

139
$ (13,139)

31. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financings provided: (Table 1)

  • 2) Endorsement/guarantee provided: (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries): (Table 3)

  • 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.

  • 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: (Table 4).

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: (Table 5).

  • 9) Information on investees (excluding investees of mainland China): (Table 6)

  • 221 -

  • 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: (Table 7)

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.

  • c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)

  • 222 -

TABLE 1

STANDARD FOODS CORPORATION

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Lender Borrower Financial Statement
Account
Related
Parties
Highest Balance
for the Period
Ending Balance Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
(Note 2)
Business
Transaction
Amounts
Reasons for Short-
term Financing
Allowance for
Impairment
Loss
C ollateral Financing Limit
for Each
Borrower
Aggregate
Financing Limits
Note
Item Value
0 Standard Foods
Corporation
Dermalab S.A.
Standard Foods
(China) Co.,
Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Beverage
Company
Limited
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
Y
Y
$ 48,893
350,368
525,552
50,000

$ 48,458

349,184

523,776

50,000

$ 46,842

349,184

523,776

20,000

1.000%

1.000%

1.000%

0.950%

b.

b.

b.

b.
$ -
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation

$ -

-

-

-

-

-

-

-
$ -
-
-
-

$ 6,717,380
(Note 3)

3,358,690
(Note 4)

3,358,690
(Note 4)

6,717,380
(Note 3)


$ 6,717,380
(Note 3)


6,717,380
(Note 5)


6,717,380
(Note 5)


6,717,380
(Note 3)


Note
12


Note
12


Note
12


Note
12
1 Standard
Investment
(China) Co.,
Ltd.
Shanghai Dermalab
Corporation
Le Bonta Wellness
Co., Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Standard Foods
(China) Co.,
Ltd.
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
Y
Y
175,184
175,184
701,312
438,320

174,592

174,592

523,776

436,480

43,827

21,553

189,904

408,065

2.500%

2.500%

2.500%

2.500%

b.

b.

b.

b.
-
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation

-

-

-

-

-

-

-

-
-
-
-
-

1,909,350
(Note 6)

1,909,350
(Note 6)

1,909,350
(Note 6)

1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


1,909,350
(Note 6)


Note
12


Note
12


Note
12


Note
12
2 Shanghai Standard
Foods Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Standard Foods
(Xiamen) Co.,
Ltd.
Financing receivables
- related parties
Financing receivables
- related parties
Y
Y
635,564
460,236

611,072

458,304

79,413

458,304

2.500%

1.000%

b.

b.
-
-
Need for operation
Need for operation

-

-

-

-
-
-

1,246,764
(Note 7)

1,246,764
(Note 7)


1,246,764
(Note 7)


1,246,764
(Note 7)


Note
12


Note
12
3 Le Bonta Wellness
Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 21,916
-

-

2.500%

b.
- Need for operation
-

-
-
74,696
(Note 8)


74,696
(Note 8)


Note
12
4 Shanghai Le Ben
De Health
Technology
Co., Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 10,949
10,912

10,912

1.000%

b.
- Need for operation
-

-
-
11,618
(Note 9)


11,618
(Note 9)


Note
12
5 Shanghai Le Ho
Industrial Co.,
Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 175,328
8,730

5,063

2.500%

b.
- Need for operation
-

-
-
195,848
(Note 10)


195,848
(Note 10)


Note
12
6 Shanghai Le Min
Industrial Co.,
Ltd.
Standard
Investment
(China) Co.,
Ltd.
Financing receivables
- related parties
Y 87,664
8,730

4,775

2.500%

b.
- Need for operation
-

-
-
122,266
(Note 11)


122,266
(Note 11)


Note
12
  • 223 -

  • Note 1: “0” for the Company, subsidiaries are numbered from “1”.

  • Note 2: Reasons for financing are as follows:

  • a. Need for operation.

  • b. Need for short-term financing.

  • Note 3: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).

  • Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,358,690 thousand (the net value per financial statements of $16,793,451 thousand x 20% as of September 30, 2020).

  • Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,717,380 thousand (the net value per financial statements of $16,793,451 thousand x 40% as of September 30, 2020).

  • Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,909,350 thousand (the net value per financial statements of $4,773,375 thousand x 40% as of September 30, 2020).

  • Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,246,764 thousand (the net value per financial statements of $3,116,909 thousand x 40% as of September 30, 2020).

  • Note 8: The total amount shall not exceed 40% of net value of Le Bonta Wellness Co., Ltd., which was calculated to be $74,696 thousand (the net value per financial statements of $186,739 thousand x 40% as of September 30, 2020). Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,618 thousand (the net value per financial statements of $29,045 thousand x 40% as of September 30, 2020).(Continued)

  • Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $195,848 thousand (the net value per financial statements of $489,619 thousand x 40% as of September 30, 2020).

  • Note 11: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $122,266 thousand (the net value per financial statements of $305,665 thousand x 40% as of September 30, 2020).

  • Note 12: The amounts presented above were eliminated upon consolidation.(Concluded)

  • 224 -

TABLE 2

STANDARD FOODS CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Endorsement/Guarantee
Provider
Guaranteed Party Guaranteed Party Limits on
Endorsement/
Guarantee
Amount
Provided to
Each
Guaranteed
Party
Maximum
Balance for the
Period
Ending Balance
Amount
Actually
Drawn
Amount of
Endorsement/
Guarantee
Collateralized
by Properties
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity per
Latest
Financial
Statements
Maximum
Endorsement/
Guarantee
Amount
Guarantee
Provided by
Parent
Company
(Note 9)
Guarantee
Provided by
Subsidiary
(Note 9)
Guarantee
Provided to
Subsidiaries in
Mainland
China (Note 9)
Note
Name Nature of
Relationship
(Note 2)
0 Standard Foods
Corporation
Standard Beverage
Company Limited
b. $ 13,434,761
(Note 3)


$ 208,150
$ 202,400 $ - $ -
1.21%
$ 16,793,451
(Note 4)


Y
- -

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.

  • g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • 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 $13,434,761 thousand (the net value per financial statements of $16,793,451 thousand x 80% as of September 30, 2020).

  • 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 $16,793,451 thousand (the net value per financial statements of $16,793,451 thousand x 100% as of September 30, 2020).

  • Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.

  • 225 -

TABLE 3

STANDARD FOODS CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 Note
Shares Carrying Amount Percentage of
Ownership
Fair Value
Standard Foods Corporation Shares
Far Eastern International Commercial Bank
Co., Ltd.
Chunghwa Telecom Co., Ltd.
GeneFerm Biotechnology Co., Ltd.
Dah Chung Bills Finance Corp.
Mutual funds
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Taishin 1699 Money Market Fund
CTBC Hua Win Money Market Fund
FSITC Taiwan Money Market Fund
Note cash
CODEIS Smart Cash Note
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Paradigm Venture Capital Corporation
U-Teck Environment Corporation, Ltd.
Octamer, Inc. - Series E Preference Shares
The Company is one of the
directors
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 - 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
1,416,950
48,600
2,145,110
1,243,213
12,512,356
4,019,723
21,258,392
9,276,464
30,989,574
10,000
500,000
2,424,242
180,376
11,200
800,000
$ 15,374

5,297

62,423

14,918

158,280

60,095

290,090

103,038

478,278

29,032

-

-

1,894

-

-

-

-

7.7

0.3

-

-

-

-

-

-

0.9

5.5

7.0

0.2

7.8
$ 15,374
5,297
62,423
14,918
158,280
60,095
290,090
103,038
478,278
29,032
-
-
1,894
-
-














(Continued)

  • 226 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 Note
Shares Carrying Amount Percentage of
Ownership
Fair Value
Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.
Octamer, Inc. - Series F Preference Shares
Fortemedia, Inc. - Series D Preference Shares
Fortemedia, Inc. - Series E Preference Shares
Fortemedia, Inc. - Series F Preference Shares
Fortemedia, Inc. - Series G Preference Shares
Fortemedia, Inc. - Series I Preference Shares
Fortemedia, Inc. - Series - Ordinary Shares
Mutual funds
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Taishin 1699 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.
Taishin 1699 Money Market Fund
Parent of Charng Hui Ltd.
Charng Hui Ltd. is one of the
directors
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 - 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 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 - current
107,815
3,455
71,397
29,173
31,135
29,102
12,938
3,963,725
5,866,056
5,091,164
1,594,265
6,669,471
91,440
803,258
1,596,000
90,000
1,000,000
1,453,360
73,310
$ -

-

-

-

-

-

-

50,141

87,698

69,473

24,605

408,839

8,815

19,881

152,418

47,700

12,280

19,034

1,000

1.0

1.2

1.2

1.2

1.3

1.3

1.2

-

-

-

-

0.7

-

-

2.0

-

-

-

-
$ -
-
-
-
-
-
-
50,141
87,698
69,473
24,605
408,839
8,815
19,881
152,418
47,700
12,280
19,034
1,000












Note






(Continued)

  • 227 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2020 Note
Shares Carrying Amount Percentage of
Ownership
Fair Value
Standard Beverage Company
Limited
Domex Technology Corporation
Accession Limited
Shares
Global Strategic Investment Co., Ltd.
Hong Da Leasing & Finance Co., Ltd.
CNEX Co., Ltd.
Amphastar Pharmaceuticals Inc. (AMPH)
Mutual funds
Fuh Hwa Greater China Mid & Small Cap
Franklin Templeton SinoAm Global Bd Acc
Shares
InnoComm Mobile Technology Corp.
Shares
AsiaVest Liquidation Co.
Mutual funds
Term Liquidity Fund
Charng Hui Ltd. is one of the
directors
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 - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit or
loss - current
850,500
8,297,000
1,000,000
7,742
225,000
282,988
3,600,000
200
33,453
$ 4,338

-

-

4,434

3,625

3,706

188,784

1,053

99,961

1.9

23.7

6.0

-

-

-

13.4

0.7

-
$ 4,338
-
-
4,434
3,625
3,706
188,784
1,053
99,961








Note: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 228 -

TABLE 4

STANDARD FOODS CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Transaction Transaction Details Ab
T
normal
ransaction
Notes/Accounts Payable
(Receivable)
Notes/Accounts Payable
(Receivable)
Note
Purchases
(Sales)
Amount % to
Total
Payment Terms Unit
Price
Payment
Terms
Ending Balance % to
Total
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.
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.
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
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
$ (1,442,012)
900,852
1,442,012
(900,852)
(2,014,629)
447,874
2,014,629
(447,874)
(6,492,434)
6,492,434
558,960
(558,960)
(4,753,380)
4,753,380

10.94

12.35

57.34

25.52

72.98

18.11

15.18

2.91

99.64

48.90

9.00

8.99

76.42

35.80
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
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
60 days after month-end closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 127,574
-
(127,574)
-
551,912
(56,376)
(551,912)
56,376
1,683,690
(1,683,690)
(183,694)
183,694
1,288,201
(1,288,201)
6.02
-
37.40
-
98.91
56.17
15.57
1.96
99.95
47.50
36.46
12.48
87.52
36.34
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The amounts presented above were eliminated upon consolidation.

  • 229 -

TABLE 5

STANDARD FOODS CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Ending Balance for
Account Receivable - Related Parties
Turnover Rate Overdue Overdue Amounts Received
in Subsequent
Period
Allowance for
Bad Debts
Allowance for
Bad Debts
Note
Amount Actions
Taken
Standard Foods
Corporation
Shanghai Standard
Foods Co., Ltd.
Standard Dairy
Products Taiwan
Limited
Standard Foods (China)
Co., Ltd.
Standard
Foods
(Xiamen) Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods
(Xiamen) Co., Ltd.
The Company’s
subsidiary

The Company’s
subsidiary

The Company’s
subsidiary
Brother company of
Shanghai
Standard Foods
Co., Ltd.
Brother company of
Shanghai
Standard Foods
Co., Ltd.
Trade receivables
$127,574
Other receivable
2,761
$130,335
Financing receivables
$349,184
Other receivables
2,162
$351,346
Financing receivables
$523,776
Other receivables
2,703
$526,479
Trade receivables $551,912
Financing receivables
$79,413
Other receivables
17,123
$648,448
Trade receivables
$ -
Financing receivables
458,304
Other receivables
11,750
$470,054
10.72
3.86
1.61














$ -

-
$ 127,574
(Note 1)

2,761
(Note 1)
$ 130,335
(Note 1)
$ -
(Note 1)

-
(Note 1)
$ -
(Note 1)
$ -
(Note 1)

-
(Note 1)
$ -
(Note 1)
$ 551,912
(Note 1)
-
(Note 1)

17,123
(Note 1)
$ 569,035
(Note 1)
$ -
(Note 1)
-
(Note 1)

11,649
(Note 1)
$ 11,649
(Note 1)














$ -

-
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
(Note
2)
$ - $ -
$ -

-
$ -

-
$ - $ -
$ -

-
$ -

-
$ - $ -
$ -
-

-
$ -
-

-
$ - $ -
$ -
-

-
$ -
-

-
$ - $ -
  • 230 -
Standard Foods (China)
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods
(Xiamen) Co., Ltd.
Standard Investment
(China) Co., Ltd.
Standard Foods (China)
Co., Ltd.
Standard Foods
(Xiamen) Co., Ltd.
Shanghai Standard
Foods Co., Ltd.
Standard
Investment
(China) Co., Ltd.
Standard Foods (China)
Co., Ltd.
Parent company of
Standard Foods
(China) Co., Ltd.
Standard Investment
(China) Co.,
Ltd.’s subsidiary
Standard Investment
(China) Co.,
Ltd.’s subsidiary
Brother company of
Standard
Investment (China)
Co., Ltd.

Parent company of
Standard Foods
(Xiamen) Co., Ltd.

Brother company of
Standard Foods
(Xiamen) Co., Ltd.
Trade receivables
Other receivables
Trade receivables
Financing receivables
Other receivables
Trade receivables
Financing receivables
Other receivables
Trade receivables

Other receivables
Trade receivables
Other receivables
Trade receivables
Other receivables
Trade receivables
Other receivables
Trade receivables
Financing receivables
Other receivables
Trade receivables
Financing receivables
Other receivables
Trade receivables

Other receivables
Trade receivables
Other receivables
Trade receivables
Other receivables
$1,683,690
22,323
$1,706,013
$5
$1408,065
14,381
$422,451
$3
$189,904
9,894
$199,801
$56,376
47,592
$103,968
$1,288,201
6,363
$1,294,564
$83,694
2,303
$185,997
3.88
10.18
23.68
4.10
3.98
2.75

















$ -

-
$ 1,683,690
(Note 1)

22,323
(Note 1)
$ 1,706,013
(Note 1)
$ 5
(Note 1)
-
(Note 1)

14,381
(Note 1)
$ 14,386
(Note 1)
$ 3
(Note 1)
-
(Note 1)

9,894
(Note 1)
$ 9,897
(Note 1)
$ 56,369
(Note 1)

47,592
(Note 1)
$ 103,961
(Note 1)
$ 1,288,201
(Note 1)

6,363
(Note 1)
$ 1,294,564
(Note 1)
$ 183,694
(Note 1)

-
(Note 1)
$ 183,694
(Note 1)

















$ -

-
(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: The amounts presented above were eliminated upon consolidation.

Note 1: Amounts received before March 22, 2021.

  • 231 -

TABLE 6

STANDARD FOODS CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income
(Loss) of the
Investee
Share of Profits
(Loss)
Note
December 31,
2020
December 31,
2019
Shares % Carrying
Amount
Standard Foods
Corporation
Accession Limited
Dermalab S.A.
Standard Investment
(Cayman) Limited
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
Standard Foods, LLC.
Dermalab S.A.
Swissderma SL
Standard Corporation (Hong
Kong) Limited
Tortola, British Virgin
Islands
Grand Cayman, Cayman
Islands
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Taipei, Taiwan
U.S.A.
Switzerland
Spain
Hong Kong
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
Sale of health foods
Development and sale of cosmetics
Sale of cosmetics
Investment business
$ 3,936,267
4,710,865
300,853
230,000
114,116
79,072
14,350
9,056
335,215
96
4,708,566
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

-

266,587

96

4,708,566

123,600,000

150,124,815

30,000,000

24,100,000

10,374,399

7,907,000

Note 5

Note 5

2,600

3,000

150,050,815

100

100

100

100

52

100

100

100

100

100

100
$ 3,623,593

5,685,589

1,006,590

354,881

305,990

83,597

8,958

8,544

188,116

-

5,685,017
$ 189,679

377,175

405,319

20,415

80,935

3,356

177

-

10,103

-

377,452
$ 180,564
(Note 1)

377,175

404,208
(Note 2)

2,741
(Note 3)

42,095

3,380
(Note 4)

177

-

-

-

-


Subsidiary (Note
6)
Subsidiary (Note
6)


Subsidiary (Note
6)


Subsidiary (Note
6)
Subsidiary (Note
6)


Subsidiary (Note
6)
Subsidiary (Note
6)
Subsidiary (Note
6)
Indirect
subsidiary
(Note 6)
Indirect
subsidiary
(Note 6)
Indirect
subsidiary
(Note 6)

Note 1: This amount was the share of profit of the investee of $189,679 thousand minus the unrealized gain on sidestream transactions of $9,115 thousand.

Note 2: This amount was the share of profit of the investee of $405,319 thousand minus the unrealized gain on sidestream transactions of $1,111 thousand.

Note 3: This amount was the share of profit of the investee of $20,415 thousand minus the Standard Foods Corporation cash dividends paid of $17,674 thousand.

Note 4: This amount was the share of profit of the investee of $3,356 thousand plus the unrealized gain on upstream transactions of $24 thousand.

Note 5: This is a limited company with no issued shares.

Note 6: The amounts presented above were eliminated upon consolidation.

  • 232 -

TABLE 7

STANDARD FOODS CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investee Company Main Businesses and
Products
Paid-in Capital Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment
from Taiwan as
of January 1,
2020
Remittanc e of Funds Accumulated
Outward
Remittance for
Investment
from Taiwan as
of December
31, 2020
Net Income
(Loss)
of the Investee
%
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2020
Accumulated
Repatriation of
Investment
Income as of
December 31,
2020
Note
Outward Inward
Shanghai Standard Foods Co.,
Ltd.
Standard Investment (China) Co.,
Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Le Bonta Wellness 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.
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
$ 3,949,575
3,755,530
1,631,668
93,989
380,418
31,220
1,307,582
607,717
378,009

b.
(Note 3)

b.
(Note 5)

c.
(Note 6)

c.
(Note 6)

a. and c.
(Note 7)

c.
(Note 4 and
8)

c.
(Note 6)

b.
(Note 5)

b.
(Note 5)
$ 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)


$ -


-


-


-


-


-


-


-


-

$ -

-

-

-

-

-

-

-

-

$ 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)


$ 197,080


418,759


143,748


(17,
342 )


(38,
271 )


719


112,671


(22,
828 )


(14,
000 )

100.0

99.0

99.0
99.0
99.5

100.0

99.0
100.0
100.0

$ 194,031
(Note 9)

414,
571
(Note 9)

134,895
(Note 9)

(17,
169 )
(Note 9)

(38,
084 )
(Note 9)

719
(Note 9)

103,630
(Note 9)

(22,
828 )
(Note 9)

(14,
000 )
(Note 9)


$ 3,236,959

4,882,005


2,000,127

8,311

175,748


29,830


1,455,322

494,056

308,367

$ -

-

-

-

-

-

-

-

-
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
  • 233 -
Accumulated Outward Remittance for
Investment in Mainland China as of
Investment Amounts Authorized by
Upper Limit on the Amount of Investment
December 31, 2020 Investment Commission, MOEA 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.

  • Note 2: For the investment income (loss) recognized in the current period:

  • a. There was no investment income (loss) recognized due to the investment still being in the development stage.

  • b. The investment income (loss) was determined based on the following basis:

    • 1) The financial report was audited and certified by an international accounting firm in cooperation with an ROC accounting firm.

    • 2) The financial statements audited by the CPA of the parent company in Taiwan.

    • 3) Others.

  • Note 3: Accession Limited is the investor company in third region.

  • Note 4: There was no difference between the beginning balance and the ending balance of the accumulated amount invested from Taiwan for the year ended December 31, 2019; the investment remained at $4,034,074 thousand. Of the $4,034,074 thousand, $53,279 thousand has been retained in Accession Limited. The remaining balance of thereof, amounting to $3,980,795 thousand, was originally the outward remittance of the investment of Shanghai Standard Foods Co., Ltd. in 2015. However, as of July 2015, of the $3,980,795 thousand, $31,220 thousand was invested in Shanghai Le Ben De Health Technology Co., Ltd. by Shanghai Standard Foods Co., Ltd. In aggregate, the outward remittance of the investments of Shanghai Standard Foods Co., Ltd. and Shanghai Le Ben De Health Technology Co., Ltd. was $3,949,575 thousand and $31,220 thousand, respectively.

  • Note 5: Standard Corporation (Hong Kong) Limited is the investor company in third region.

  • Note 6: The Company in mainland China was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd.

  • Note 7: The Company in mainland China was invested directly by Standard Foods Corporation and was reinvested through a company registered in mainland China, namely Standard Investment (China) Co., Ltd. The amount invested directly was $181,048 thousand.

  • Note 8: This company was spun off from Shanghai Standard Foods Co., Ltd.; it is the investor company in third region.

  • Note 9: Recognition of investment income (loss) was based on Note 2, b, 2).

  • Note 10: The Industrial Development Bureau of the MOEA issued the proofing document of operational headquarters to the Company; the document is still valid within the audit period. Hence, according to the Investment Commission of the MOEA, there is no upper limit on the amount of investment.

  • Note 11: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 234 -

TABLE 9

STANDARD FOODS CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Mu Te Investment Co., Ltd. Trust Property Account
Chia Yun Investment Co., Ltd. Trust Property Account
Chia Chieh Investment Co., Ltd. Trust Property Account
157,008,400
133,125,408
108,503,160
17.15
14.54
11.85
  • Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.

  • 235 -

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
  • 236 -

SCHEDULE 1

STANDARD FOODS CORPORATION

SCHEDULE OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020 (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%-0.050%
Foreign currency demand
deposits
Including US$2,658 thousand @28.48,
EUR85 thousand @35.02, AUD1,576
thousand @21.95, RMB3 thousand
@4.38
0.010%-0.050%

Cash equivalents
Foreign time deposits
Including US$600 thousand @28.48
and RMB4,320 thousand @4.38
0.520%-2.500%
Amount
$ 1,432

54,353

683

113,282


168,318


35,997

$ 205,747
  • 237 -

SCHEDULE 2

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THOUGH PROFIT OR LOSS DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name of Financial Assets
Mutual fund
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Taishin 1699 Money Market Fund
CTBC Hua Win Money Market Fund
FSITC Taiwan Money Market Fund


Note cash
CODEIS Smart Cash Note

Shares/Units
Par Value
(NT$)
12,512,355.84
12.65
4,019,723.44
14.95
21,258,392.13
13.65
9,276,463.90
11.11

30,989,574.20
15.43

78,056,509.51


10,000.00
101.94

78,066,509.51
Total Amount
$ 158,280

60,095

290,090

103,038

478,278


1,089,781


29,032

$ 1,118,813
Acquisition Cost
$ 157,851

60,000

290,000

103,000

478,055
Fair Value
Total Amount
$ 158,280

60,095

290,090

103,038

478,278


1,089,781


29,032

$ 1,118,813
Changes in Fair
Value Attributed
to Credit Risk
Note
$ 429

95

90

38

223

875

(1,798)
$ (923)
Unit Price

12.65

14.95

13.65

11.11
15.43

101.94

1,088,906

30,830
$ 1,119,736
  • 238 -

SCHEDULE 3

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH COMPREHENSIVE INCOME - CURRENT DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Accumulated
Name of Financial Assets
Shares
Par Value
(NT$)
Total Amount
Acquisition
Cost
Impairment
Listed shares
Chunghwa Telecom Co., Ltd.
48,600
10.00
$ 486
$ 4,063
$ -
Far Eastern International Commercial Bank Co., Ltd.
1,416,950
10.00

14,170

17,114

-
$ 14,656
$ 21,177
$ -
Accumulated
Name of Financial Assets
Shares
Par Value
(NT$)
Total Amount
Acquisition
Cost
Impairment
Listed shares
Chunghwa Telecom Co., Ltd.
48,600
10.00
$ 486
$ 4,063
$ -
Far Eastern International Commercial Bank Co., Ltd.
1,416,950
10.00

14,170

17,114

-
$ 14,656
$ 21,177
$ -
Fair Value Fair Value
Unit Price
Total Amount

109.00
$ 5,297
10.85

15,374
$ 20,671
$ - $ 20,671
  • 239 -

SCHEDULE 4

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT AMORTIZED COST - CURRENT DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Name
Description
Number
Par Value
Currency
Total Amount
Annual
Interest Rate
k time deposit
Expiry in January 2021, maturity interest
5
4,900
NTD
$ 24,500
0.80%
k time deposit
Expiry in February 2021, maturity interest
7
4,900
NTD
34,300
0.80%
k time deposit
Expiry in March 2021, maturity interest
8
4,900
NTD
39,200
1.05%
k time deposit
Expiry in August 2021, maturity interest
9
4,900
NTD
44,100
0.80%
k time deposit
Expiry in October 2021, maturity interest
3
2,900
NTD
8,700
0.80%
k time deposit
Expiry in November 2021, maturity interest
9
4,900
NTD
44,100
0.80%
k time deposit
Expiry in December 2021, maturity interest
6
4,900
NTD
29,400
0.80%
Saving Bank time deposit
Expiry in January 2021, maturity interest
3
49,900
NTD
149,700
0.56%
Saving Bank time deposit
Expiry in March 2021, maturity interest
1
49,900
NTD
49,900
0.54%
Saving Bank time deposit
Expiry in March 2021, maturity interest
4
49,900
NTD
199,600
0.56%
Saving Bank time deposit
Expiry in April 2021, maturity interest
4
49,900
NTD
199,600
0.54%
Saving Bank time deposit
Expiry in April 2021, maturity interest
1
40,000
NTD
40,000
0.40%
Saving Bank time deposit
Expiry in April 2021, maturity interest
1
20,000
NTD
20,000
0.40%
Saving Bank time deposit
Expiry in August 2021, maturity interest
1
40,000
NTD
40,000
0.65%
Saving Bank time deposit
Expiry in June 2021, maturity interest
2
49,900
NTD
99,800
0.56%
k foreign currency time deposit
Expiry in March 2021, maturity interest
1
900
USD
25,632
1.35%
reign currency time deposit
Expiry in February 2021, maturity interest
1
1,560
USD

44,429
2.08%
$ 1,092,961
Carrying
Amount
Remark
$ 24,500 Floating

34,300 Floating

39,200 Fixed

44,100 Floating

8,700 Floating

44,100 Floating

29,400 Floating

149,700 Floating

49,900 Fixed

199,600 Floating

199,600 Fixed

40,000 Floating

20,000 Floating

40,000 Fixed

99,800 Floating

25,632 Fixed (@28.48)

44,429
Fixed (@28.48)
$ 1,092,961

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 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 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 Far Eastern International Bank foreign currency time deposit Taishin International Bank foreign currency time deposit

  • 240 -

SCHEDULE 5

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE RECEIVABLES DECEMBER 31, 2020 (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

GeneFerm Biotechnology Co., Ltd.

Amount
$ 664,372
300,393
106,987
494,092
415,746
1,981,590
(1,116)
$ 1,980,474
$ 127,574
9,011
$ 136,585

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

  • 241 -

SCHEDULE 6

STANDARD FOODS CORPORATION

SCHEDULE OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Merchandise

Finished goods
Work in progress
Raw materials
Packaging materials

Amount


Cost
Net Realizable
Value
$ 481,002
$ 675,760
724,984
1,345,478
145,137
287,726
451,762
833,791
31,445

48,531
$ 1,834,330
$ 3,191,286
  • 242 -

SCHEDULE 7

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Investees
Global Strategic Investment Co., Ltd.
Paradigm Venture Capital Corporation
Authenex, Inc.
Techgains Pan-Pacific Corporation
U-Teck Environment Corporation, Ltd.
Octamer, Inc. - Series E preference shares
Octamer, Inc. - Series F preference shares
ForteMedia, Inc. - Series D preference
shares
ForteMedia, Inc. - Series E preference
shares
ForteMedia, Inc. - Series F preference
shares
ForteMedia, Inc. - Series G preference
shares
ForteMedia, Inc. - Series I preference
shares
ForteMedia - ordinary shares
Balance at January 1, 2020 Balance at January 1, 2020
Addition

Addition
Deduction
Accumulated
Reversal of
Impairment
Shares/Units
Amount
Loss

- $ 4,619 $ -

-
1,062
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-
-
-

-
$ 5,681
$ -
Deduction
Accumulated
Reversal of
Impairment
Shares/Units
Amount
Loss

- $ 4,619 $ -

-
1,062
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-
-
-

-
$ 5,681
$ -
Balance at December 31,
2020
Accumulated
Shares/Units
Fair Value
Collateral Impairment Remark

- $ -
Nil
$ - Note 1

180,376
1,894
Nil
- Note 2

2,424,242
-
Nil
-
-

500,000
-
Nil
-
-

11,200
-
Nil
-
-

800,000
-
Nil
-
-

107,815
-
Nil
-
-

3,455
-
Nil
-
-

71,397
-
Nil
-
-

29,173
-
Nil
-
-

31,135
-
Nil
-
-

29,102
-
Nil
-
-
12,938
-
Nil
-
-
$ 1,894
Shares/Units
850,500
180,376
2,424,242
500,000
11,200

800,000

107,815
3,455
71,397
29,173
31,135
29,102
12,938
Fair Value
$ 4,619

2,956

-

-

-

-

-

-

-

-

-

-

-
Shares/Units

-

-

-

-

-

-

-

-

-

-

-

-
-
Amount
$ -

-

-

-

-

-

-

-

-

-

-

-

-
Shares/Units

-

-

-

-

-

-

-

-

-

-

-

-
-
Shares/Units

-

180,376

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 $ - $ -

Note 1: The amount of investment in the investee decreased due to disposal.

Note 2: The amount of investment in the investee increased/decreased due to the changes in the fair value.

  • 243 -

SCHEDULE 8

STANDARD FOODS CORPORATION

FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Balance at January 1, 2020
Item
Shares
Fair Value
Emerging market shares
GeneFerm
Biotechnology
Co., Ltd.
2,168,110
2,145,110
$ 65,640
Dah Chung Bills Finance
Corp
1,243,213
1,243,213

15,702
$ 81,342
Balance at January 1, 2020 Balance at January 1, 2020
Addition

Addition
Deduction
Unrealized
Shares
Amount
Gain (Loss)

-
$ -
$ (3,217)
-

-

(784)
$ -
$ (4,001)
Balance at December 31,
2020
Accumulated

Shares
Fair Value Impairment
Collateral Remark

2,145,11
0
$ 62,423
$ -
Nil
1,243,21
3

14,918

-
Nil
$ 77,341
$ -

Shares
Amount

-
$ -
-

-
$ -
$ 81,342 $ -
  • 244 -

SCHEDULE 9

STANDARD FOODS CORPORATION

SCHEDULE OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investees
Accession Limited
Standard
Dairy
Products
Taiwan Limited
Charng Hui Ltd.
DOMEX
Technology
Corporation
Standard Beverage Company
Limited
Standard
Investment
(Cayman) Limited
Le
Bonta
Wellness
International Corporation
Le Bonta Wellness Co., Ltd.
Standard Foods, LLC.
Balance at January 1, 2020 Balance at January 1, 2020
Addition

Addition
Decrease Decrease Balance at December 31, 2020 Balance at December 31, 2020 Net Assets Value
Unit Price
(NT$)
Total Price Collateral Remark

29.58 $ 3,655,646
Nil
Note 1

33.55
1,020,309
Nil
Note 2

31.69
763,720
Nil
Note 3

29.44
305,374
Nil
Note 4

10.57
83,587
Nil
Note 5

37.87
5,685,589
Nil
Note 6

-
8,699
Nil
Notes 7
and
10

-
90,190
Nil
Notes 8
and
10
-

8,544
Nil
Notes 9
and
10
$ 11,621,658
Unit Price
(NT$)


29.58

33.55

31.69

29.44

10.57

37.87

-

-
-

Shares/Unit
123,600,000
30,000,000
24,100,000
10,374,399
7,907,000
150,124,815
-
-
-
Amount
$ 3,381,908

1,000,126

290,480

247,879

82,342

5,220,048

8,781

108,378

-
Shares/Unit

-

-

-

-

-

-

-

-
-
Amount
$ 242,397

404,208

84,342

84,047

3,473

465,541

177

1,354

9,056
Shares/Unit

-

-

-

-

-

-

-

-
-
Amount
$ 712

397,744

19,941

25,936

2,218

-

-

19,542

512
Shares/Unit
%
123,600,000
100.00
30,000,000
100.00
24,100,000
100.00
10,374,399
52.00

7,907,000
100.00
150,124,815
100.00

-
100.00

-
51.00
-
100.00
Amount
$ 3,623,593

1,006,590

354,881

305,990

83,597

5,685,589

8,958

90,190

8,544
$ 10,339,942 $ 1,294,595 $ 466,605 $ 11,167,932

Note 1: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $180,564 thousand; the increase amount of translation adjustment was $61,833 thousand; the decrease amount of other comprehensive income was $712 thousand. Note 2: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $404,208 thousand; the decrease amount of the cash dividend issued by the investee was $394,160 thousand; and the decrease amount of other comprehensive income was $3,584 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 $84,342 thousand, of which adjustment to the capital surplus was $17,674 thousand and other comprehensive income was $63,927 thousand. The investment income accounted for using the equity method was $2,741 thousand. For the year ended December 31, 2020, the decrease amount of the cash dividend which was issued by the investee was $19,941 thousand.

Note 4: For the year ended December 31, 2020, the increase amount of investments amounted to a total of $84,047 thousand, of which the equity method adopted for the accounting of the investment income was $42,095 thousand; other comprehensive income was $41,952 thousand; and the decrease amount of cash dividend which was issued by the investee was $25,936 thousand.

Note 5: For the year ended December 31, 2020, the increase amount of investments amounted to $3,473 thousand, of which the equity method adopted for the accounting of the investment income was $3,380 thousand; other comprehensive income was $93 thousand; the decrease amount of cash dividend which was issued by the investee was $2,218 thousand.

Note 6: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $377,175 thousand; and the decrease amount of translation adjustment was $88,366 thousand. Note 7: For the year ended December 31, 2020, the increase amount of investment income accounted for using the equity method was $177 thousand. Note 8: For the year ended December 31, 2020, the increase amount of translation adjustment was $1,354 thousand; the decrease amount of investment income accounted for using the equity method was $19,542 thousand. Note 9: For the year ended December 31, 2020, the increase amount due to investing $9,056 thousand and the decrease amount of translation adjustment was $512 thousand. Note 10: This is a limited company with no issued shares.

  • 245 -

SCHEDULE 10

STANDARD FOODS CORPORATION

SCHEDULE OF CHANGES IN RIGHT-OF-USE ASSETS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Cost
As originally stated on January 1,
2020

Additions
Lease expiration

Balance at December 31, 2020

Accumulated depreciation
As originally stated on January 1,
2020

Depreciation expenses
Lease expiration

Balance at December 31, 2020
Land

$ 4,480
1,134

(1,603)

$ 4,011

$ 865
1,851

(1,603)

$ 1,113
Buildings
Office
Equipment
Transpor-
tation
Equipment
$ 96,723 $ 419 $ 6,460

1,808
131
-

(1,867)

-

-

$ 96,664
$ 550
$ 6,460

$ 20,739 $ 29 $ 2,154

21,190
76
1,077

(1,867)

-

-

$ 40,062
$ 105
$ 3,231
Amount
$ 108,082

3,073

(3,470)
$ 107,685
$ 23,787

24,194

(3,470)
$ 44,511
  • 246 -

SCHEDULE 11

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Vendor Name
Unrelated parties
Company A

Company B
Others (Note)


Related party
GeneFerm Biotechnology Co., Ltd.
Amount
$ 162,370
54,467

611,108
$ 827,945

$ 20,526

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

  • 247 -

SCHEDULE 12

STANDARD FOODS CORPORATION

SCHEDULE OF LEASE LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Balance at Balance at
Discount December 31,
Lease Term Rate 2020
Remark
Land
July 25, 2019 - July 24, 2023 1.07% $
1,040
Buildings
June 1, 2018 - December 31, 2023 1.07% 57,541
Office equipment
August 1, 2019 - September 16, 2025 1.07% 457
59,038
Less: Within 1 year (20,979)
Lease liabilities - non-current $ 38,059
  • 248 -

SCHEDULE 13

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING REVENUES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Quantity (Tons)
Nutritious foods
99,536

Cooking products
24,344
Others
9,032

Total sales
Less: Sales returns
Sales allowances

Net sales
Amount
$ 12,498,016
2,258,371

435,955
15,192,342
(110,319)

(1,897,488)
$ 13,184,535
  • 249 -

SCHEDULE 14

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item

Amount

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
Cost of goods sold adjustment
Finished goods, end of year

Cost of goods sold - finished goods

Cost of goods sold - merchandise
Merchandise, beginning of year
Add: Merchandise purchased
Profit on physical inventory of merchandise
Less: Other use
Merchandise scrapped
Cost of goods sold adjustment
Merchandise, end of year

Cost of goods sold - merchandise

Cost of sales of raw materials

Loss on physical inventory

Inventory scrap losses

$ 497,686
4,772,909
106
(4,106)
(101,128)
(4,337)
(483,207)
4,677,923
233,963
941,033
5,852,919
136,206
(746)
(6,775)
5,981,604
(145,137)
829,612
(73,609)
(7)
(863)
(1,840)
(724,984)
5,864,776
463,267
2,512,873
7
(10,056)
(178)
(1,361)
(481,002)
2,483,550
101,128
(106)
6,123
$ 8,455,471
  • 250 -

SCHEDULE 15

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2020 (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
$ 769,905 $ - $ -
300,117
281,316
36,606
117,708
-
-
13,992
104
35
135
39,016
64
18,806
659
49
28,030
16,333
3,279
1,849
2,129
-
21,822
17,952
12,548
18,394
1,276
451

8,304
592
3,435
3,856
30,849
275
9,126
3,471
971
520
1,529
215
1,072
6,255
76
8,311
3,151
852
5,144
2,205
1,466
3,493
21,625
-
9,464
43,412
27,231

-

(18,394)

-

$ 1,340,048
$ 453,480
$ 87,553
Amount
$ 769,905

618,039

117,708

14,131

39,215

19,514

47,642

3,978

52,322

20,121

12,331

34,980

13,568

2,264

7,403

12,314

8,815

25,118

80,107

(18,394)(Note)
$ 1,881,081

Note: Transferred to manufacturing expenses.

  • 251 -

SCHEDULE 16

STANDARD FOODS CORPORATION

SCHEDULE OF LABOR, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
Item
Labor cost
Salary and bonus
Labor and health insurance
Pension
Remuneration of directors
Others
Depreciation
Amortization
For the Year Ended December 31
2020
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Expenses
Total
Classified as
Operating
Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Expense
$ 435,143
$ 548,351
$ -
$ 983,494
$ 410,499
$ 499,601
$ -

39,624
40,193
-
79,817
38,471
38,970
-
17,029
23,287
-
40,316
16,391
22,287
-
-
21,965
-
21,965
-
25,073
-

31,435

31,789

-

63,224

29,000

27,544

-

$ 523,231
$ 665,585
$ -
$ 1,188,816
$ 494,361
$ 613,475
$ -

$ 173,659
$ 52,322
$ -
$ 225,981
$ 170,081
$ 52,006
$ -

$ 4,127
$ 3,978
$ -
$ 8,105
$ 4,309
$ 7,689
$ -
2020 2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Expenses
$ 435,143
$ 548,351
$ -

39,624
40,193
-
17,029
23,287
-
-
21,965
-

31,435

31,789

-

$ 523,231
$ 665,585
$ -

$ 173,659
$ 52,322
$ -

$ 4,127
$ 3,978
$ -
Total
$ 983,494
79,817
40,316
21,965

63,224
$ 1,188,816
$ 225,981
$ 8,105
Classified as
Operating
Costs
Classified as
Operating
Expenses
Classified as
Non-operating
Income and
Expense

$ 410,499
$ 499,601
$ -


38,471
38,970
-

16,391
22,287
-

-
25,073
-

29,000

27,544

-

$ 494,361
$ 613,475
$ -

$ 170,081
$ 52,006
$ -

$ 4,309
$ 7,689
$ -
Total
$ 910,100
77,441
38,678
25,073

56,544
$ 1,107,836
$ 222,087
$ 11,998
  • Note 1: As of December 31, 2020 and 2019, the Company had 996 and 975 and employees, respectively, of which 5 directors were not concurrently appointed as employees.

  • Note 2: The average employee benefit expense for 2020 is $1,177 thousand. (“Total amounts of current year employee benefit 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 2019 is $1,116 thousand. (“Total amounts of period 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 2020 is $992 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 2019 is $938 thousand. (Total amounts of period year employee 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 5.76%. (“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).

  • Note 7: The supervisors salary expense for 2020 is $0.

  • Note 8: The supervisors salary expense for 2019 is $0.

  • Note 9: The Company's payment fees are determined and regularly reviewed by the Remuneration Committee, and in addition to referring to the usual level of payment of the same industry, and to consider the reasonableness of the correlation with individual performance, company operating performance, payment methods and future operational risks. It shall be implemented after the adoption of the report to the board of directors; those who are assigned items of the surplus distribution table shall also be expected to report to the shareholders' meeting for adoption.

  • 252 -

  • VI. If the Company or its Affiliates Experienced Financial Difficulties in the Most Recent Year, up to the Date of the Annual Report Publication: None.

  • 253 -

Chapter 7. Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks

I. Financial Position

Comparative Analysis of Financial Position

I.
Financial Position
Comparative Analysis of Financial Position
I.
Financial Position
Comparative Analysis of Financial Position
I.
Financial Position
Comparative Analysis of Financial Position
Unit:NT$thousand
Date
Item
December 31, 2019 December 31, 2020 Difference
Amount %
Current assets 18,513,185
21,125,786

2,612,601

14.11
Property, plant and
equipment
5,125,312
4,201,645

(923,667)

-18.02
Intangible assets 68,087
106,208

38,121

55.99
Other assets 1,781,681
2,390,223

608,542

34.16
Total asset value 25,488,265
27,823,862

2,335,597

9.16
Current liabilities 7,682,083
8,955,895

1,273,812

16.58
Non-current liabilities 855,491
852,340

(3,151)
-0.37
Total liabilities 8,537,574
9,808,235

1,270,661

14.88
Equity attributable to
owners of parent company
16,678,127
17,684,488

1,006,361

6.03
Share capital 9,150,897
9,150,897

-

-
Capital surplus 109,718
127,392

17,674

16.11
Retained earnings 8,016,188
8,782,873

766,685

9.56
Other equity (577,494) (355,492) 222,002
38.44
Treasurystock (21,182) (21,182) -
-
Non-controllingInterests 272,564
331,139

58,575

21.49
Total equity 16,950,691
18,015,627

1,064,936

6.28
Description:
1. Increase of "intangible assets" in 2020 was due to an increase in trademark rights.
2. Increase of "other assets" in 2020 was due to an increase in investment property.
3. Increase of "other equities" was due to an increase in the RMB-NTD exchange rate and exchange
gains arisingfrom the translation of foreign operations compared with thepreceding year.
  • 254 -

II. Financial Performance

(I) Comparative Analysis of Operational Performance

Unit: NT$ thousand

Unit: NT$ thousand
Year
Item

2019
2020 Increase (decrease)
in amounts
Increase
(Decrease)
Operating revenue 31,266,232
34,466,244

3,200,012

10.23
Gross profit 9,631,013
9,609,454

(21,559)

-0.22
Operating profit (loss) 4,423,873
4,044,179

(379,694)

-8.58
Non-operating revenue
and expenses
124,661
244,532

119,871

96.16
Profit before income tax 4,548,534
4,288,711

(259,823)
-5.71
Income tax expenses 1,093,698
1,032,881

(60,817)

-5.56
Net income from
continuingoperations
3,454,836
3,255,830

(199,006)

-5.76
Loss from discontinued
operations
-
-

-

-
Profit for the period 3,454,836
3,255,830

(199,006)

-5.76
Other comprehensive
income for the period
(after tax)
(256,189)
240,351

496,540

193.82
Total comprehensive
income for theperiod
3,198,647
3,496,181

297,534

9.30
Analysis of the proportion of increase and decrease:
1. Increase in "non-operating income and expenses" in 2020: Mainly due to an increase in
governmental subsidy income and interest income compared to the previous period.
2. Increase in "total comprehensive income of current period" in 2020: due to exchange gains
arisingfrom the translation of foreign operations.
  • (II) Possible impact on the Company's future financial operations and significant changes: None.

  • 255 -

III. Cash Flows

(I) Analysis of cash flow changes in the previous year

Unit: NT$ thousand

Cash balance
at the
beginning of
the 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
inadequacy

Remedial measures for cash
inadequacy
Investment
plan
Financial plan
3,705,903 2,430,175 1,804,060 4,332,018 N/A N/A
  1. Operating Activities: The net cash inflow in the current period was NT$2,430,175 thousand, mainly due to operating profit.

  2. Investment Activities: The net cash inflow of NT$ 202,065 thousand in the current period is mainly the repayment of principal financial assets measured at amortized cost.

  3. Financing Activities: The net cash outflow for the current period is NT$2,058,344 thousand, mainly due to the payment of cash dividends.

Note: Including the effect of exchange rate changes on cash and cash equivalents.

(II) Improvement Plan of Liquidity Shortage and Analysis of the Liquidity

  1. Shortage of liquidity this year.

  2. Liquidity analysis for the most recent two years:

Year
Item

FY 2019 (1)
FY 2020 (2) Percentage of
increase (decrease)
(2)-(1)/(1)
Cash flow ratio 65.43
27.13

-58.54%
Cash flow adequacy ratio (%) 118.09
97.00

-17.86%
Cash reinvestment ratio (%) 13.12
-

-100.00%
Analysis of the proportion of increase and decrease:
1. Cash flow ratio: Decrease of cash flow ratio in 2020: Due to increase in inventories
and financial assets measured at fair values recognized in profit and loss and decrease
in new cash inflows from operating activities.
2. The decrease in the cash flow ratio in 2020 was due to the decrease in net cash flow
from operatingactivities.
  • 256 -

(III) Cash Liquidity Analysis for the Following Year

Unit: NT$thousand Unit: NT$thousand
Cash balance at
the beginning of
the 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
4,332,018 3,151,875 3,003,890 4,480,003 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 the 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

Plan Actual
or
expected
source
of funds


Actual or
expected
completion
date

Total amount
of capital
needed
Actual or expected applications of the capital Actual or expected applications of the capital Actual or expected applications of the capital
2020 2021 2022
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 796,504 281,891 514,613 -
  • (II) Expected possible benefits: The renovation and renewal of the plant and production machinery will improve the quality and capacity of production and is expected to increase annual output by 10%.

  • 257 -

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

Unit: NT$ thousand
Remark
Item

Amount of Profit
(Loss)in 2020
Policy Main reasons for
profitor loss
Improvement
plan
Investment plan for
thefollowing year
Shanghai
Standard Foods
Co., Ltd
197,080
The main purpose is to
convert some factory
buildings into leased
assets for the use of the
Group and some
production capacity to
be used by the Group
onbehalfof factories.
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.

405,319

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.
At present, there is
no definite
investment plan.
Standard
Investment
(China) Ltd.
418,759
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) Ltd.
143,748
It is mainly planned to
be a production base
for edible oils and
nutritional foods.
Market demand
increased and the
capacity
utilization
increased.
To expand
product lines to
make full use of
production
capacity and
reduce the
allocation of
capitalcost.
To continue to
implement
expansion plans of
related products.
Standard Foods
(Xiamen) Co.,
Ltd.
112,671
It is mainly planned to
be a production base
for edible oils and
nutritional foods.
Market demand
has increased and
the capacity
utilization rate has
gradually
increased.
To expand
product lines to
make full use of
production
capacity and
reduce the
allocation of
capitalcost.
To continue to
implement
expansion plans of
related products.
Dermalab S.A. 10,103
With the change of
market structure and
consumption habits, it
is planned to diversify
and develop various
products in the
consumergoodsfield.
At present, it is in
the stage of
development and
market expansion.
Actively expand
the market and
strengthen the
internal
management
mechanism.
The plan to
continue the
development of
beauty products.
  • 258 -

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: Affected by the COVID-19 in 2020, interest decreased as expected, interest rate risk of the consolidated company was mainly caused by bank loan, interest expenses of bank loans accounted for about 0.95% of pre-tax net profit in 2020, which was controllable, so interest rate change had no significant impact on profit and loss of the consolidated company. In the future, we will continuously follow global economic trends and interest rate trends and adjust assets and liabilities to reduce interest rate risk.

2. Exchange rate: Affected by the COVID-19 in 2020, economic anticipations were changed to affect the exchange rate and many materials of the consolidated company were imported, so interest rate change has a certain effect on profit. Besides, there were many factors of changes in the foreign exchange market. For this reason, the Company not only developed a definite operation strategy and strict risk control process, but also closely followed exchange rate change and international situation and adjusted foreign exchange operation strategy to reduce the risk of exchange rate fluctuation.

3. Inflation:

  • To respond to international material price fluctuation in recent years, the Company mastered global market change and market price fluctuation to maintain good interactions with suppliers, distributors and customers and adjusted purchase and distribution strategies to cope with market changes, effectively control the influence of inflation. Inflation will have no significant impact on company profit and operation.

  • (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 2020 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 2020 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 capital for subsidiaries.

The endorsements/guarantees of the consolidated company for the year 2020 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 a guarantee for the funding amount of each subsidiary.

(III) Future R&D plans and estimated expenses on the R&D:

The estimated R&D expenditure in 2021 is NT$130 million, which will be invested in product nutrition upgrades, diversified functions, new forms of packaging and innovative technology R&D.

  • 259 -

  • (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 employees, and a human resource management system, and introduction of the knowledge management system, with the 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:

No major negative events were affecting the corporate image in 2020. 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 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 society and gives back to society.

  • (VII) Expected Benefits and Possible Risks Associated with M&A and Countermeasures: N/A.

  • (VIII) Expected Benefits and Possible Risks Associated with Expanding Factory Building and Countermeasures:

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 locations 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.

  • 260 -

  • (IX) Risks Resulting from Concentrated Purchasing or Sales Operations and Countermeasures:

Standard Foods' main purchase company in 2020 was Company A, accounting for 12.3% 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 14.7% 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 the 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:

  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 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. The 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 power and responsibility, which are responsible for promoting risk management in various businesses.

  • (1) Financial risk, liquidity risk, credit risk and legal risk: The Finance and Accounting Division formulates strategies and implements them, and analyzes and evaluates these risks in accordance with laws and regulations and market changes in order to take effective countermeasures.

  • 261 -

  • (2) Market Risk: Each institution shall formulate and implement various strategies in accordance with its 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: Set the Company's risk assessment and control procedures to draft annual audit plans; 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 and reports audit results regularly to the board of directors.

VII. Other Important Matters: None.

  • 262 -

Chapter 8. Special Disclosure

I. Information on Affiliates

  • (I) The Consolidated Operating Report

1. Consolidated Operating Report for Affiliated Enterprises in 2020

  - **(1) Organizational chart of affiliates**

==> picture [710 x 356] intentionally omitted <==

  • 263 -

(2) Basic Information of the Company's Affiliated Enterprises:

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Name of Affiliate Date of
Incorporation
Address Paid-in Capital Major Lines of Business
or Products
Standard Dairy Products Taiwan
Ltd.
1999.04.16 5F., No.136, Sec.3, Ren-ai Rd., Taipei 300,000 Manufacturing and sale
of dairy products and
beverages
Standard Beverage Ltd. 1998.03.24 5F., No.136, Sec.3, Ren-ai Rd., Taipei 79,070 Manufacturing and sale
of beverages
Charng Hui Ltd. 1997.04.28 5F., No.136, Sec.3, Ren-ai Rd., Taipei 241,000 Investments
Le Bonta Wellness International Co. 2005.02.23 3F., No.136, Sec.3, Ren-ai Rd., Taipei 10,000 Sale of health food
Domex Technology Corporation 1986.07.30 No. 6, Hsin Ann Rd, Hsinchu Science-Based Industrial
Park
199,471 Manufacture and sale of
computer peripherals and
computer appliances
Accession Limited 2000.05.17 Portcullis TrustNet Chambers, P. O. Box 3444, Road Town,
Tortola , British Virgin Islands
USD 123,600 thousand Investments
Standard Investment (Cayman)
Limited
2011.08.05 P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West
Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands
USD 150,125 thousand Investments
Standard Corporation (Hong Kong)
Ltd.
2011.08.30 Rm 1004, AXA Centre, 151 Gloucester Road, Wan Chai,
Hong Kong
USD 150,051 thousand Investments
Dermalab S.A. 1989.10.31 Seestrasse 59,8703 Erlenbach, Switzerland CHF 2,600 thousand Development and sale of
cosmetics
Swissderma, SL 2012.07.05 Calle Balmes 177, 08006 Barcelona, Spain EUR 3 thousand Sale of cosmetics
Standard Foods, LLC. 2020.06.24 55 W. 5th Avenue, Unit 10C, San Mateo, California USD 300 thousand Sale of health food
Shanghai Standard Foods Co., Ltd 2001.09.11 3F, Building 8, No. 1128 Wuzhong Road, Shanghai City USD 123,500 thousand
Manufacture and sale of
edible oils and nutritious
foods.
  • 264 -
Name of Affiliate Date of
Incorporation
Address Paid-in Capital Major Lines of Business
or Products
Standard Investment (China) Ltd. 2011.12.26 No. 88 Dalian West Road, Taicang Port Economic and
Technological Development Zone (New Area)
USD 121,213 thousand
Investing and sale of
edible oils and nutritious
foods
Standard Foods (China) Ltd. 2012.01.21 No. 88 Dalian West Road, Taicang Port Economic and
Technological Development Zone (New Area)
USD 55,000 thousand Manufacture and sale of
edible oils and nutritious
foods
Shanghai Dermalab Corporation 2014.07.25 Room 703, 7F, No. 418 Futedong 1st Road, Shanghai Free-
Trade Zone, China
RMB 20,500 thousand Sale of foods and
cosmetics and import and
export business
Le Bonta Wellness Co., Ltd. 2014.12.02 Room 5, 4F, No. 39 Jiatai Road, Shanghai Free-Trade
Zone, China
RMB 80,200 thousand Sale of foods and
cosmetics and import and
export business
Shanghai Le Ben De Health
Technology Co., Ltd.
2015.05.11 3F, Building 8, No. 1128 Wuzhong Road, Shanghai City USD 1,000 thousand Technical consultant on
health technology,
consultingand service
Standard Foods (Xiamen) Co., Ltd. 2015.09.02 No. 99 Sandu Road, Fujian Free-Trade Zone (Xiamen),
China
USD 40,000 thousand Manufacture and sale of
edible oils and nutritious
foods
Shanghai Le Ho Industrial Co., Ltd. 2015.06.08 Room BN138, Building 22, No. 1-30 Minbei Road,
Shanghai City
USD 18,600 thousand Management of
properties
Shanghai Le Min Industrial Co.,
Ltd.
2015.06.08 Room BN139, Building 22, No. 1-30 Minbei Road,
Shanghai City
USD 11,600 thousand Management of
properties
  • (3) Information for Common Shareholders of Treated-as Controlled Companies and Affiliates: None.

  • (4) Industries that Affiliated Enterprises Engage in and The Segregation of Interrelated Business amongst the Affiliated Enterprises:

Shanghai Standard Foods Co., Ltd. and its affiliated enterprises are mainly engaged in manufacturing, sale, investment, computer peripheral equipment and information product manufacturing industries.

Fresh milk, fresh milk yogurt and flavored milk produced by Shanghai Standard Foods Co., Ltd. are sold to Standard Dairy Products Taiwan Ltd. and then sold by Standard Dairy Products Taiwan Ltd.

  • 265 -

Oat drinks and liquid milk produced by Standard Dairy Products Taiwan Ltd. are sold to Shanghai Standard Foods Co., Ltd. and then sold by Shanghai Standard Foods Co., Ltd.

Beverages produced by Standard Beverage Ltd. are sold to Shanghai Standard Foods Co., Ltd. and then sold by Shanghai Standard Foods Co., Ltd.

Le Bonta Wellness International Co., Ltd. mainly engages in the sale of healthcare products.

Standard Investment (China) Ltd. mainly engages in the sale of oils, which will be sold by Shanghai Standard Foods Co., Standard Foods (China) Co., Ltd. and Standard Foods (Xiamen) Co., Ltd.

Le Bonta Wellness Co., Ltd. engages in the sale of nutritious foods and import & export business.

Le Bonta Wellness Co., Ltd. engages in technical consulting on health technology, technical consulting and technical service. Shanghai Dermalab Corporation engages in the sale of nutritious foods and cosmetics and import & export business. Dermalab S.A., Swissderma, SL mainly engages in the sale of cosmetics.

Shanghai Le Ho Industrial Co., Ltd. and Shanghai Le Min Industrial Co., Ltd. mainly engages in property management. Standard Foods, LLC. Mainly engages in the sales of healthcare products.

  • 266 -

(5) Directors, Supervisors and General Manager of Affiliated Enterprises

Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Standard Dairy
Products Taiwan Ltd.
Director Standard Foods Corporation
Representative: Ter-FungTsao
30,000,000 shares
-
100.00%
-
Standard Beverage Ltd.
Director
Standard Foods Corporation
Representative:Ter-FungTsao
7,907,000 shares
-
100.00%
-
Charng Hui Ltd. Director Standard Foods Corporation
Representative: Ter-Fung Tsao
24,100,000 shares
-
100.00%
-
Le Bonta Wellness
InternationalCo.
Director Standard Foods Corporation
Representative:Yao Steven YihChun
Capital contribution: NT$ 10,000 thousand
-
100.00%
-
Domex Technology
Corporation
Director Standard Foods Corporation
Representative: Ter-Fung Tsao
Ku-Tsun Hsin
Yao Steven YihChun
10,374,399 shares
-
550,385 shares
-
52.01%
-
2.76%
-
Supervisor Sophia Su 3,794 shares 0.02%
General Manager
(President)
Ku-Tsun Hsin 550,385 shares 2.76%
Accession Limited Director Ter-Fung Tsao -
Standard Foods Corporation
Hold 123,600,000 shares
-
100.00%
Standard Investment
(Cayman) Limited
Director Ter-Fung Tsao -
Standard Foods Corporation
Hold 150,124,815 shares
-
100.00%
Standard Foods, LLC. Director Standard Foods Corporation
Representative: Yao Steven Yih Chun
Investment amount: USD 300 thousand 100.00%
-
Standard Corporation
(Hong Kong) Ltd.
Director Ter-Fung Tsao -
Standard Investment(Cayman) Limited holds
150,050,815 shares
-
100.00%
  • 267 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Dermalab S.A. Director
Director
Director
Director
Arthur Tsao
Yao Steven Yih Chun
Chiang-Hsiang Ying
Olgiati, Lorenzo
-
-
-
-
Accession Limited holds 2,600 shares
-
-
-
-
100.00%
Shanghai Standard
Foods Co., Ltd
Chairman
Director
Director
Director
Jason Hsuan
Arthur Tsao
Lin, Chih-Hung
Mao Yuan-Cheng
-
-
-
-
Accession Limited
Capitalcontribution: USD 123,500 thousand
-
-
-
-
100.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
Standard Investment
(China) Ltd.
Chairman
Director
Director
Director
Jason Hsuan
Ter-Fung Tsao
Arthur Tsao
Mao Yuan-Cheng
-
-
-
-
Standard Corporation (Hong Kong) Ltd.
Capital contribution: USD 120,000 thousand
-
-
-
-
99.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
Standard Foods (China)
Ltd.

Chairman
Director
Director
Director
Jason Hsuan
Arthur Tsao
Lin, Chih-Hung
Mao Yuan-Cheng
-
-
-
-
Standard Investment (China) Ltd.
Capitalcontribution: USD55,000thousand
-
-
-
-
100.00%
  • 268 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
Shanghai Dermalab
Corporation
Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yen Ching-Lin
-
-
-
Standard Investment (China) Ltd.
Capitalcontribution:RMB 20,500thousand
-
-
-
100.00%
Supervisor TangWei-Lun - -
General Manager
(President)
Arthur Tsao - -
Le Bonta Wellness Co.,
Ltd.

Chairman
Vice Chairman
Director
Director
Jason Hsuan
Arthur Tsao
Lin, Chih-Hung
Mao Yuan-Cheng
-
-
-
-
Standard Foods Corporation
Capital contribution: RMB 40,900 thousand
Standard Investment (China) Ltd.
Capitalcontribution:RMB39,300thousand
-
-
-
-
51.00%
49.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
Shanghai Le Ben De
Health Technology Co.,
Ltd.

Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yu Kuang-Yao
-
-
-
Accession Limited
Capitalcontribution: USD 1,000 thousand
-
-
-
100.00%
Supervisor TangWei-Lun - -
General Manager
(President)
Arthur Tsao - -
  • 269 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Standard Foods
(Xiamen) Co., Ltd.
Chairman
Director
Director
Director
Jason Hsuan
Arthur Tsao
Lin, Chih-Hung
Mao Yuan-Cheng
-
-
-
-
Standard Investment (China) Ltd.
Capitalcontribution: USD 40,000thousand
-
-
-
-
100.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
Shanghai Le Ho
Industrial Co., Ltd.
Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yu Kuang-Yao
-
-
-
Standard Corporation (Hong Kong) Ltd.
Capitalcontribution: USD 18,600thousand
-
-
-
100.00%
Supervisor TangWei-Lun - -
General Manager
(President)
Arthur Tsao - -
Shanghai Le Min
Industrial Co., Ltd.
Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yu Kuang-Yao
-
-
-
Standard Corporation (Hong Kong) Ltd.
Capital contribution: USD 11,600 thousand
-
-
-
100.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
  • 270 -

(6) Operation Results of Affiliated Enterprises

Unit: NT$ thousand

Name of Affiliate Capital Total asset
value
Total
liabilities
Net value Operating
revenue
Operating
(loss)
profit
Profit or
loss for the
period
Earnings Per
Share (NT$)
(After tax)
Standard DairyProducts Taiwan Ltd. 300,000
1,828,283

807,974

1,020,309

3,529,446

497,241

405,319

13.51
Standard Beverage Ltd. 79,070
225,519

141,932

83,587

1,015

(4,031)
3,356
0.42
CharngHui Ltd. 241,000
769,103

5,383

763,720

-
(8,390) 20,415
0.85
Domex TechnologyCorporation 199,471
1,817,827

1,230,569

587,258

3,289,331

104,883

80,935

4.06
Le Bonta Wellness International Co. 10,000
8,699

-
8,699
-
(8) 177
(Note 1)
Accession Limited 3,979,085
3,657,354

1,708

3,655,646

-
(6,940) 189,679
1.53
Shanghai Standard Foods Co.,Ltd 3,949,575
3,632,572

388,953

3,243,619

2,760,575

132,781

197,080

(Note 1)
Shanghai Le Ben De Health Technology
Co.,Ltd.
31,220
30,002

172

29,830

2,016

66

719

(Note 1)
Dermalab S.A. 81,651
254,801

121,066

133,735

185,048

10,331

10,103

3,885.77
Standard investment(Cayman)Limited 4,710,865
5,685,612

23

5,685,589

-
(236) 377,175
2.51
Standard Corporation(HongKong)Ltd. 4,708,566
5,685,122

105

5,685,017

-
(243) 377,452
2.52
Standard Investment(China)Ltd. 3,755,530
11,263,675

6,332,357

4,931,318

15,368,575

216,040

418,759

(Note 1)
Standard Foods(China)Ltd. 1,631,668
3,624,777

1,584,907

2,039,870

6,515,782

135,498

143,748

(Note 1)
Shanghai Dermalab Corporation 93,989
152,480

144,085

8,395

146,652

(14,241)
(17,342) (Note 1)
Le Bonta Wellness Co.,Ltd. 380,418
210,864

34,233

176,631

11,062

(39,685)
(38,271) (Note 1)
Standard Foods(Xiamen)Co.,Ltd. 1,307,582
3,922,872

2,435,910

1,486,962

6,220,185

155,422

112,671

(Note 1)
Shanghai Le Ho Industrial Co.,Ltd. 607,717
499,929

5,873

494,056

-
(17,609) (22,828) (Note 1)
Shanghai Le Min Industrial Co.,Ltd. 378,009
311,991

3,624

308,367

-
(10,610) (14,000) (Note 1)
Standard Foods,LLC. 9,056
8,544

-
8,544
-
- - (Note 1)

Note 1: This is a limited company with no issued shares.

(II) Consolidated financial statements of affiliated enterprises: The same as of the consolidated financial statements of the parent company and subsidiaries. For the consolidated financial statements for 2020, please refer to pages 91-168 of the annual report.

  • (III) Affiliate Reports: N/A.

  • 271 -

II. Private Placement of Securities during the Most Recent Fiscal Year and the Current Fiscal Year up to the Date of Publication of the Annual Report: N/A.

III. Holding or Disposal of Shares by Subsidiaries during the Most Recent Fiscal Year and during the Current Fiscal Year up to the Date of Publication of the Annual Report

Unit: NT$ 1,000; share: %

Name of
Subsidiary
Paid-in
Capital
Source
of
Capital
The
Company's
shareholding
ratio

Date of
Acquisition or
Disposal
Amount and
Number of Shares
Acquired
Amount and
Number of
Shares
Disposed of
Investment
Income
(Loss)
Amount and Shares
Held up to the Date
of Publication of the
Annual Report
Pledge
Making of
Endorsements /
Guarantees to
Subsidiary
Loaning of
Funds to
Subsidiary
Charng Hui
Ltd.
241,000 Own
funds
100% 2000 Purchase 166,000
shares valued NT$ 4,938thousand
- - 6,669,471 shares
NT$ 21,182
thousand
- - -
Issue9,960shares - -
2001 Purchase 2,163,000
shares valued NT$ 16,244 thousand

-
-
2009 Issue 11,694 shares
-
-
2010 Issue 352,598
shares
- -
2011 Issue 675,813
shares
- -
2012 Issue 810,975
shares
- -
2013 Issue 628,506
shares
- -
2014 Issue 433,669
shares
- -
2015 Issue 525,221
shares
- -
2016 Issue 635,517
shares
- -
2017 Issue 256,518
shares
2018-2020 - - -
As of the date of
publication of the
Annual Report

-
- -
  • 272 -

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 experience and the sample number, which is used to assess the impairment amount of assets in the current period.

The 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.

  • 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. 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. The cost of inventory is calculated using the weighted-average method.

  • 273 -

  • (II) Key Performance Indicators 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) Licenses Acquired by Personnel Related to Financial Information Transparency: None.

  • 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

  • (I) The board approved the resolution on the sole distribution agreement with Taiwan Branch of Hong Kong Fonterra Brands (Far East) Limited on March 22, and in accordance with the mutual consent, the agreement would not be renewed after it expired on April 27, 2021.

  • 274 -