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SFC Annual Report 2021

Jul 4, 2022

51753_rns_2022-07-04_ee77dc0b-231f-4d46-ac9a-c7416793ba8a.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

2021

Annual Report

Published April 30, 2022

1

Standard Foods Corporation

Headquarters: 10F., No. 610, Ruiguang Rd., Neihu Dist., Taipei City 114727 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) 6636-5566

Certifying CPA of Latest Financial Statement:

Name of CPAs: Tza-Li Gung and Han-Ni Fang Firm: Deloitte Touch Tohmatsu CPA Firm

Address: 20F, Taipei Nan Shan Plaza, No. 100, Songren Rd., Xinyi Dist., Taipei Website: www.deloitte.com.tw

Phone: (02) 2725-9988

GDR Trading Market:

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

2

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 Divisions ........................................ 11
III. Implementation of Corporate Governance .......................................................................... 22
IV. Information Regarding Audit Fee ........................................................................................ 68
V. Information About Replacement of CPA............................................................................. 69
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 ................................................................................................................ 69
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 ................ 70
VIII. Information About the Relationship Among the Company's 10 Largest Shareholders ..... 71
IX. Shareholding Status of the Same Reinvestment Business by the Company, Directors,
Supervisors, and Companies Directly or Indirectly Controlled by the Company ............. 74
Four. Fund Raising Status ............................................................................................................ 75
I. Capital and Shares ............................................................................................................... 75
II. Corporate Bonds .................................................................................................................. 80
III. Preferred Shares .................................................................................................................. 80
IV. Issuance of Global Depository Receipts ............................................................................. 81
V. Employee Stock Options ..................................................................................................... 82
VI. Employee Restricted Stock ................................................................................................. 82
VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company 82
VIII. Implementation of Capital Allocation Plans .................................................................... 82
Five.
Operational Highlights .......................................................................................................
83
I.
Business Activities .............................................................................................................
83
II. Overview of Marketing and Production & Sales ............................................................... 86
III. Information of employees in the Past 2 Years and up to the Report Printing Date ............ 95

3

IV. Information on Environmental Protection Expenditure ..................................................... IV. Information on Environmental Protection Expenditure ..................................................... 96
V.
Labor Relations ..................................................................................................................
97
VI. Major Agreements ............................................................................................................. 102
Six. Financial Information ......................................................................................................... 103
I. Condensed balance sheet, income statement, external auditor's name and audit opinion 103
for the most recent five years ..............................................................................................
II. Financial analysis in the most recent five years .................................................................. 107
III. Audit Committee's Audit Report on the Financial Statement for the Most Recent Year .... 110
IV. Consolidated Financial Statements for the Most Recent Fiscal Year .................................. 111
V. Individual Financial Statements for the Most Recent Fiscal Year ....................................... 190
VI. If the Company or its Affiliates Experienced Financial Difficulties in the Most Recent
Year, up to the Date of the Annual Report Publication ....................................................... 276
Seven. Review and Analysis of the Company's Financial Position and Financial
Performance, and Listing of Risks..................................................................................... 277
I. Financial position ............................................................................................................... 277
II. Financial performance ....................................................................................................... 278
III. Cash flows ......................................................................................................................... 279
IV. Impact of Major Capital Expenditure on Financial Operation in the Most Recent Year ... 280
V.
Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the
Most Recent Year and Investment Plan for the Following Year ........................................ 281
VI. Analysis and Evaluation of Risks in the Most Recent Year and Up to the Date of
Publication of the Annual Report....................................................................................... 282
VII. Other Important Matters .................................................................................................... 285
Eight. Special Disclosures .............................................................................................................. 286
I. Information on Affiliates ................................................................................................... 286
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 ........................................ 296
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 .......... 296
IV. Other Necessary Supplements ........................................................................................... 297
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 ........................................................................................................... 298

Chapter 1. Letter to Shareholders

Dear Shareholders, ladies and gentlemen,

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

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

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

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

We hereby outline 2021 consolidated operating results and 2022 business plan as follows:

(1) Consolidated operating results of 2021

  1. Overview of consolidated operating revenue and profits

Unit: NT$1,000

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

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

  • 1 -

2. Research and development

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

(2) Summary of 2022 Business Plan and Future Development Strategies

  1. Business directions

  2. (1) The public's health awareness has increased, and the demand for nutritional health supplements and dietary care products has been increasing. We will continue to conduct consumer survey and study to grasp the market trends, and apply cutting-edge specialized technology and innovation to develop nutritional food and health products that are more convenient, diverse and rejuvenating to meet the different needs of every family and enhance product value and competitiveness.

  3. (2) Reinforce flexibility and transparency of the supply chain, adopt rigorous quality control and improve operational flexibility. The principle of "no preservatives" is adhered strictly to ensure minimal burden on health. We ensure that our best quality, finest taste and safest products are delivered to consumer, and every bite is safe.

  4. (3) Systematic talent development plan strengthens professional skills and succession of culture. The cultivation of interdisciplinary skills and diverse talents and the revitalizing of internal units can improve agility and flexibility of organizational operations.

  5. Expected sales volume and important production and sales policies

The combined sales volume in 2022 is expected to be 387,588 tons, and based on this estimation, the focuses of future production and sales policies are as follows:

  • (1) Production

  • ⚫ In response to the Group's future development strategies and goals, various capital expenditures and operational process improvements are made to enhance production efficiency and provide food products that meet the needs of every family member.

  • ⚫ Carefully select diverse suppliers. The collaboration and flexible management of upstream suppliers and downstream distributors adhere to the highest standards of food safety, implement traceability and quality policy and strengthen the synergy of supply chains.

  • ⚫ Fulfill responsibility of reassuring quality and rigorously monitor all production processes. Meet various quality standards and fulfill environmental sustainability, and provide consumers with safe and reassuring products.

  • (2) Sales

  • ⚫ Listen to consumers and gain insight into market consumption trends. Under the philosophy of " everyone has the right to nutritious and healthy product", we incorporate natural nutrients into each product, and continue to expand lines of health foods for specific health needs and foods with complete and balanced nutrition to meet the diverse needs of various consumer groups, becoming " every family's nutrition and health partner" for many people.

  • ⚫ Through digital transformation and data analysis management, we accurately grasp the market and consumer trends, and improve product visibility, penetration and market share with innovative and flexible marketing strategies and close collaboration with channels.

  • 2 -

  • ⚫ Through the official communication software accounts and Standard Foods Health GO sales website and e-commerce platform, consumers find it easier to obtain product-related information and experience a faster and more convenient way of shopping.

(3) Impact of External Competition, the Legal Environment and Overall Business Environment

  1. External competitive environment

Amid the ever-changing business environment, competition between global brands and emerging brands, channel consolidation and changes in consumption patterns, Standard Foods will maintain its competitive advantages and flexibility and continue to gain insight into consumers' health care needs and grasp distribution channel characteristics. We will apply the highest specifications and standards in our production of products and stringent quality control, and use professional and innovative research and development technology to provide consumers with balanced nutrition products and ensure "Every bite is Safe". 2. Regulatory environment

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

  1. Overall business environment

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

We will adhere to our core value, and protect everyone's health to create a better future together.

Chairman: Ter-Fung Tsao President: Arthur Tsao Accounting Manager: Thomas Huang

  • 3 -

Chapter 2. Company Profile

I. Date of Incorporation: June 6, 1986

II. Development History

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

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

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

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

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

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

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

  • 1990  Acquired land in Wugu Industrial Zone for an amount over NT$120 million.  Grand opening of the first Pizza Inn Restaurant in Taiwan.  Increased the paid-in capital to NT$162,000,000 with retained earnings of NT$117,000,000. Par value of each share split from NT$100 to NT$10.

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

  • 1991  Expansion of Ta Yuan shipping warehouse at an expense of over NT$21 million.  Increased the paid-in capital to NT$194,400,000 with retained earnings of NT$32,400,000.

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

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

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

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

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

  • 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 US$15,724,960, which made the paid-in capital
amounting to US$ 150,060,815 and US$ 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  Accession Limited increased its capital contribution to Dermalab S.A. by CHF 1,450,000 by cash.

  • 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.

  • The Board meeting held on August 11 approved the subsidiary Standard Investment (China) Co., Ltd. to increase its capital contribution with its capital to its subsidiary Food Standards (China) by US$11 million.

  • 8 -

Data deadline: April 30, 2022

Chapter 3. Corporate Governance Report

I. Organization System

(I) Company Organizational Structure

==> picture [538 x 394] intentionally omitted <==

  • 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 brand marketing
strategy, advertising planning, consumer services, etc.
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 HR management and training development.
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

Information on Directors as Information on Directors as Information on Directors as of April 18,2022 of April 18,2022 of April 18,2022 Unit:per share;NT$1000 Unit:per share;NT$1000 Unit:per share;NT$1000 Unit:per share;NT$1000 Unit:per share;NT$1000
Title Nationality/Place
of Registration

Name
Gender
Age
Date Elected Term Date First
Elected
Shareholding When
Elected
Current Shareholding 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%
Title Name Nature of
Relationships
Chairman R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Ter-Fung Tsao
Male
Over 71
2019.06.13 Three
years

2016.06.15
22,650,057 2.48 22,650,057 2.48 0 0 22,688,211 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
the Company
Chairman of the Company
Chairman of Standard Dairy Products
Taiwan Ltd.
Chairman of Domex Technology
Corporation
Chairman of Standard Beverage Company
Ltd.
Chairman of Charng Hui Corporation Ltd.
Director of Accession Ltd.
Institutional Directors’ Representative of
Polytronics Technology Corporation
Director of Green Wall Enterprise Co., Ltd.
Independent Director of PlexBio Co., Ltd.
Supervisor of Crosslink Semiconductor,
Inc.
Director of Standard Investment (Cayman)
Ltd.
Director of Standard Corp (HK) Ltd.
Director of Standard Investment (China)
Ltd.
Chairman, Mu Te Investment Co., Ltd.
Director, Chia Yun Investment Co., Ltd.
Director, ChiaChieh InvestmentCo.,Ltd
Directors Wendy
Tsao
Sibling
Arthur
Tsao
Son
Directors R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Jason Hsuan
Male
Over 71
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 Co., Ltd.
Chairman of Shanghai Standard Foods Co.,
Ltd.
Chairman of Standard Investment (China)
Ltd.
Chairman of Standard Foods (China) Ltd.
Chairman of Standard Foods (Xiamen) Co.,
Ltd.
Chairman of Le Bonta Wellness Co., Ltd.
Independent Director of Synnex
TechnologyInternational Corporation.
None None None
Directors R.O.C. Mu Te Investment
Co., Ltd.
Representative:
Wendy Tsao
Female
Over 71
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

1. Information on Directors as of April 18, 2022

  • 11 -
Title Nationality/Place
of Registration

Name
Gender
Age
Date Elected Term Date First
Elected
Shareholding When
Elected
Shareholding When
Elected
Current Shareholding Current Shareholding 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%
Title Name Nature of
Relationships
Directors R.O.C. Charng Hui Ltd.
Representative:
Arthur Tsao
Male
41-50
2019.06.13 Three
years

2016.06.15
6,669,471 0.73 6,669,471 0.73 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) Ltd.
Director & General Manager of Shanghai
Standard Foods Co., Ltd.
Director & General Manager of Standard
Foods (China) Ltd.
Director & General Manager of Standard
Foods (Xiamen) Co., Ltd.
Vice-Chairman of Le Bonta Wellness Co.,
Ltd.
Chairman of Shanghai Le Ben De Health
Technology Co., Ltd.
Chairman of Shanghai Dermalab
Corporation
Chairman of Shanghai Le Ho Industrial
Co., Ltd.
Chairman of Shanghai Le Min Industrial
Co.,Ltd.

Chairman
Ter-
Fung
Tsao
Father
Independent Director R.O.C. Ben Chang Male
Over 71
2019.06.13 Three
years

2016.06.15

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
61-70
2019.06.13 Three
years

2016.06.15

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
Independent Director of Fubon Life
Insurance Co., Ltd.
Director of Kiwi Technology Inc.
None None None

Independent Director
R.O.C. Daniel Chiang Male
61-70
2019.06.13 Three
years

2016.06.15

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

Apr 18,2022
Name of Institutional Shareholder Major Shareholder Shareholdingratio %
Mu Te Investment Co.,Ltd. Ter-FungTsao 71.25
CharngHui Ltd. Standard Foods Corporation 100.00
  • 12 -

  • Major Shareholders of Institutional Shareholders with Corporations as Their Major Shareholders:

Apr 18,2022
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. 4.53
Ter-FungTsao 4.46
Bright Investment CompanyLtd. 3.61
Mu Te Investment Co.,Ltd. 2.48
Lin Junyao 1.62
Fubon Life Insurance Co.,Ltd. 1.17
Dedicated investment account of Norges Bank
in custody of CitiBank (Taiwan)
0.75
  • 13 -

  • Independence data of directors and supervisors

Independence data of directors and supervisors Independence data of directors and supervisors
Apr 18, 2022
Qualification
Name

Professional Qualifications and Work Experience (Note 1)
Independence Criteria (Note 2) Number of Other
Public Companies
where the Individual
Concurrently Serves
as an Independent
Director
Mu Te Investment Co., Ltd.
Representative: Ter-Fung Tsao

Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
General Manager of the Company, Chairman of the Company,
Chairman of Standard Dairy Products Taiwan Ltd., Chairman of Domex
Technology Corporation, Chairman of Standard Beverage Company
Ltd., Chairman of Charng Hui Corporation Ltd., Director of Accession
Ltd., Institutional Directors’ Representative of Polytronics Technology
Corporation, Director of Green Wall Enterprise Co., Ltd., Independent
Director of PlexBio Co., Ltd., Supervisor of Crosslink Semiconductor,
Inc., Director of Standard Investment (Cayman) Ltd., Director of
Standard Corp (HK) Ltd., Director of Standard Investment (China) Ltd.
Chairman, Mu Te Investment Co., Ltd., Director, Chia Yun Investment
Co., Ltd., Director, Chia Chieh Investment Co., Ltd
Remarks
Not under anyof the categories stated in Article 30 of the CompanyAct.
1
Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge, information technology and risk
management.
Work Experience
Chairman and Chief Executive Officer of TPV Technology Co., Ltd.,
Chairman of Shanghai Standard Foods Co., Ltd., Chairman of Standard
Investment (China) Ltd., Chairman of Standard Foods (China) Ltd.
Chairman of Standard Foods (Xiamen) Co., Ltd., Chairman of Le Bonta
Wellness Co., Ltd., Independent Director of Synnex Technology
International Corporation
Remarks
Not under anyof the categories stated in Article 30 of the CompanyAct.
1
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Chairman of Green Wall Enterprise Co., Ltd., Chairman of Crosslink
Semiconductor, Inc., Chairman of Sparkle Inc.
Remarks
Not under anyof the categories stated in Article 30 of the CompanyAct.
0
  • 14 -
Charng Hui Ltd.
Representative: Arthur Tsao
Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge, information technology and risk
management.
Work Experience
CEO & General Manager of the Company, Director & General Manager
of Standard Investment (China) Ltd., Director & General Manager of
Shanghai Standard Foods Co., Ltd., Director & General Manager of
Standard Foods (China) Ltd., Director & General Manager of Standard
Foods (Xiamen) Co., Ltd., Vice-Chairman of Le Bonta Wellness Co.,
Ltd., Chairman of Shanghai Le Ben De Health Technology Co., Ltd.,
Chairman of Shanghai Dermalab Corporation, Chairman of Shanghai
Le Ho Industrial Co., Ltd., Chairman of Shanghai Le Min Industrial Co.,
Ltd.
Remarks
Not under anyof the categories stated in Article 30 of the CompanyAct.
0
Ben Chang Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Institutional Directors’ Representative of Polytronics Technology
Corporation
Independent Director of Pegatron Corporation
Remarks
Not under any of the categories stated in Article 30 of the Company Act.
An independent director; meeting
the following independence
criteria:
1. Not a director, supervisor, or
employee of the Company or
its affiliates; including but
not limited to the
independent director
himself/herself, spouses or
second-degree relatives; not
holding shares of the
Company.
2. Not holding shares of the
Company.
3. Not serving as a director,
supervisor or an employee of
a company with which the
Company has a specific
relationship.
4. Not having received any
remuneration for business,
legal, financial and
accounting services provided
by the Company or its
affiliates in the past two
years.
1
  • 15 -
George Chou Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Independent Director of Yulong Motor Co., Ltd., Independent Director
of Yulong Finance Corporation, Independent Director of Fubon Life
Insurance Co., Ltd., Director of Kiwi Technology Inc.
Remarks
Not under any of the categories stated in Article 30 of the Company Act.

An independent director; meeting
the following independence
criteria:
1.
Not a director, supervisor,
or employee of the
Company or its affiliates;
including but not limited to
the independent director
himself/herself, spouses or
second-degree relatives;
not holding shares of the
Company.
2.
Not holding shares of the
Company.
3.
Not serving as a director,
supervisor or an employee
of a company with which
the Company has a specific
relationship.
4.
Not having received any
remuneration for business,
legal, financial and
accounting services
provided by the Company
or its affiliates in the past
twoyears.

3
  • 16 -
Daniel Chiang Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Chairman of Purestone Capital Group, Independent Director of
TPK Holding Co., Ltd.
Remarks
Not under any of the categories stated in Article 30 of the Company
Act.
An independent director; meeting
the following independence
criteria:
1.
Not a director, supervisor, or
employee of the Company
or its affiliates; including
but not limited to the
independent director
himself/herself, spouses or
second-degree relatives; not
holding shares of the
Company.
2.
Not holding shares of the
Company.
3.
Not serving as a director,
supervisor or an employee
of a company with which
the Company has a specific
relationship.
4.
Not having received any
remuneration for business,
legal, financial and
accounting services
provided by the Company or
its affiliates in the past two
years.


1

Note 1: Professional qualifications and experience: Specify the professional qualifications and experience of individual directors and supervisors. If the person is a member of the Audit Committee with accounting or financial expertise, their accounting or financial background and work experience shall be specified; while stating whether the member meets the circumstances provided in Article 30 of the Company Act.

Note 2: For independent directors, their state of independence must be specified:

  1. Including but not limited to whether they, their spouses, second-degree relatives serve as a director, supervisor or employer in the Company or affiliates.

  2. The proportion of shares held by the independent director himself/herself, their spouses or second-degree relatives (or in the name of others).

  3. Whether the independent director serves as a director, supervisor or an employee of a company with which the Company has a specific relationship (refer to Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).

  4. And amount of remuneration receive for business, legal, financial and accounting services provided by the Company or its affiliates in the past two years.

  5. 17 -

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

Apr 13, 2021

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 SecondDegree of Kinship
Managerial Officer who Are Spouses or within
the SecondDegree of Kinship
Managerial Officer who Are Spouses or within
the SecondDegree 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
~~-~~ ~~-~~ - - - - 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
General
Manager
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 -
  • 18 -

(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

-
- - - 2,436 2,436 60 60 0.10
0.10
7,600 7,600 84 84 - - - - 0.41 0.41 None
Directors Representative of
Mu Te
Investment Co.,
Ltd.:
Jason Hsuan

-
- - - 2,380 2,380 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Directors Representative of
Mu Te
Investment Co.,
Ltd.:
WendyTsao

-
- - - 2,380 2,380 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Directors Representative of
Charng Hui Ltd.
Arthur Tsao

-
- - - 2,380 2,380 60 60 0.10
0.10
3,300 3,300 157 157 - - - - 0.24 0.24 None
Independent
Director
Ben Chang - - - - 2,380 2,380 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Independent
Director
George Chou - - - - 2,380 2,380 60 60 0.10
0.10
- - - - - - - - 0.10 0.10 None
Independent
Director
Daniel Chiang - - - - 2,380 2,380 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 2021 individual financial statement.

  • 19 -

2. Remuneration of the General Manager and Deputy General Manager

Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; unit: NT$ thousands Dec. 31,2021; 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
Financial Statements

The
Company
All
Companies in
Consolidated
Financial
Statements

Cash
Stock Cash Stock
CEO &
General Manager

Arthur Tsao
2,956 2,956 157 157 344 344 0 0 0 0 0.14 0.14 None

Note 1: Refers to the after-tax net income in 2021 individual financial statement. Note 2: Refers to the provision particularly made for pension fund paid to the appointed manager.

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

Apr 30, 2022; Unit: NT$ thousands Apr 30, 2022; Unit: NT$ thousands
Managerial Officer Title Name Stock Cash Total Ratio of total amount to after-
tax net income (Note 1)
CEO and General Manager Arthur Tsao 0 0 0 0%
Financial Officer Lynn Lee
Accounting Manager Thomas Huang

Note 1: Refers to the after-tax net income in 2021 individual financial statement.

  • 20 -

  • (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

1. Ana lysis of the remunerations paid within the most recent two years lysis of the remunerations paid within the most recent two years lysis of the remunerations paid within the most recent two years lysis of the remunerations paid within the most recent two years Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Title 2020 2021
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 22,385 22,385 0.69 0.69 17,136 17,136 0.70 0.70
General
Manager
6,052 6,052 0.19 0.19 3,457 3,457 0.14 0.14
Total 28,437 28,437 0.88 0.88 20,593 20,593 0.84 0.84

(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 2021 was equivalent to that of 2020.

(2) See Item (VIII) of Page 79 for the payment policy of remunerations to employees and directors

  1. Remuneration policy, standards and composition, procedures and the correlation with operation performance and future risks: The remuneration ratio for the Company’s directors and managers is handled in accordance with Article 38 of the Company’s Articles of Incorporation. If there is profit before tax before the distribution of remuneration to employees and directors, the Company may allocate not more than 0.75% of the profit before tax before the distribution of remuneration to directors by resolution of the Board of Directors.

Remuneration to the Company’s directors (including independent directors) and managers are determined by taking into account their overall participation in the Company's operations and the performance evaluation. The annual performance of directors and managers is evaluated at the end of a fiscal year in accordance with the Company’s “Remuneration Committee Charter”. The aspects of evaluation include the implementation and business management abilities (e.g., practices of business philosophy, implementation of corporate culture and demonstration of leadership and management abilities) of company core values, financial and business performance indicators and comprehensive management indicators (e.g., financial and business performances, marketing leadership, innovation and risk management), continuous education, as well as their involvement in sustainable management. In consideration of improving the Company’s annual strategic objectives, the achievement rate of the annual contribution and key performance indicator (KPI) of managers are included in the evaluation of performance bonus, which is reported to the Board meeting for approval prior to implementation.

  • 21 -

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. The target for ratio of female directors is 29% or more. At present, there is a female director among 7 directors, which stands for 14% of total directors.

1. In 2021 and up to the publication date of the annual report, eight Board meetings were held (A). 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-Fung Tsao
8 - 100%
Directors Mu Te Investment Co., Ltd.
Representative: Jason Hsuan
4 4 50%
Mu Te Investment Co., Ltd.
Representative: Wendy Tsao
6 1 75%
Charng Hui Ltd.
Representative: Arthur Tsao
8 - 100%
Independent
Director
Ben Chang 7 1 88%
George Chou 7 1 88%
Daniel Chiang 7 1 88%
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:
1.
Matters referred to in Article 14-3 of the Securities and Exchange Act.
In 2021 and up to the publication date of the annual report, eight Board meetings were held. The
resolutions by the Board are disclosed on pages 64 to 67 of the Annual Report. All independent
directors passed the matters listed in Article 14-3 of the Securities and Exchange Act.
2.
In addition to the aforementioned matters, other motions resolved by the Board of Directors that
are objected to by Independent Directors or expressed reservations and recorded or declared in
writing: None.
II.
In regard to therecusalofdirectorsfromvoting due to conflict of interests, thename ofthe
  • 22 -
directors, the proposal, reasons for recusal due to conflict of interests and voting outcomes should be
stated: None.
III. The exchange-listed and OTC-listed companies should disclose the information such as the
evaluation cycles, evaluation periods, scope and method of evaluation, and contents of evaluation
for evaluating the performance of the board members (on themselves or peers) and fill in the
implementation of evaluation for the Board of Directors: See Table below.
Basis
The Company’s “Board of Directors Evaluation Method”
Evaluation
Cycles
Annually
Evaluation
Period
Evaluating the performance of the Board from Jan. 1, 2021 to Dec. 31, 2021.
Evaluation
Scope
Performance evaluation of the Board of Directors and individual directors
Evaluation
Method
Self-evaluation by board members
Evaluation
results
The evaluation results were submitted to the 18th meeting of the 13th Board held on
March 21,2022,and are summarized as follows:
1. “Self-Evaluation Questionnaire of Board Members” is a self-evaluation conducted by all Board members
The indicators for the evaluation of Board members include six major aspects, totaling 23 indictors.
The average score for each aspect was between 4.80 and 5.00 (out of 5), showing that the operation of
the Board of Directors as a whole is excellent.
Evaluation Aspects
Question
AVG
(1) Understandingof the Company'sgoals and mission
3
4.90
(2) Awareness of director's duties
3
5.00
(3) Involvement in the Company’s operations
8
4.80
(4) Internal relationshipand communication
3
4.95
(5) Director’s professionalism and continuing knowledge
development
3
4.95
(6) Internal controls
3
5.00
Total
23
4.94
2.
“Self-Evaluation Questionnaire of Board Performance” is a self-evaluation conducted by all Board members
The indicators for the evaluation of the Board include five major aspects, totaling 45 indictors.
The average score for each aspect was between 4.59 and 4.88 (out of 5), showing that the operation of
the Board of Directors as a whole is excellent.
Evaluation Aspects
Question
AVG
(1) Involvement in the Company’s operations
12
4.73
(2) Enhancement of thequalityof the board’s decision- making
12
4.83
(3) Makeupand structure of the board
7
4.59
(4) Election of board members and continuing knowledge
development
7
4.86
(5) Internal controls
7
4.88
  • 23 -
IV.
1.
2.
3.
4.
5.
Total 45 4.78
  • 24 -

(II) Operations of the Audit Committee:

The company's Audit Committee is composed of 3 independent directors. At least one meeting is held per quarter. The purpose of the Committee is to assist the Board of Directors in conducting their supervision duties and duties set forth in the Securities and Exchange Act, the Company Act and bylaws. As well as this, the Committee also regularly communicates with the Company’s CPAs as well as the review of the appointment, independence and performance of CPAs. At the same time, the Company’s internal auditors regularly submit audit summary reports to the Audit Committee in accordance with the annual audit plan. The Audit Committee also audits on the Company’s internal control system, internal auditors and their work.

  1. The matters reviewed mainly include:

  2. (1) Adoption or amendment of an internal control system pursuant to Article 14-1.

  3. (2) Assessment of the effectiveness of the internal control system.

  4. (3) Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

  5. (4) A matter bearing on the personal interest of a director.

  6. (5) A material asset or derivatives transaction.

  7. (6) A material monetary loan, endorsement, or provision of guarantee.

  8. (7) The offering, issuance, or private placement of any equity-type securities.

  9. (8) The hiring or dismissal of an attesting CPA, or the compensation given thereto.

  10. (9) The appointment or discharge of a financial, accounting, or internal auditing officer.

  11. (10) Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.

  12. (11) Any other material matter so required by the company or the Competent Authority.

  13. In 2021 and up to the publication date of the annual report, six Audit Committee meetings were held (A), 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
Ben Chang 6 - 100%
George Chou 5 1 83%
Daniel Chiang 5 1 83%
Other matters:
I.
For Audit Committee meetings that meet any of the following descriptions, state the date and
session of the Audit Committee meeting held, the discussed topics, the content of the objections,
reservations or material recommendations on independent directors, the Audit Committee’s
resolution, and how the company has responded to Audit Committee’s opinions.
(I) Matters listed in Article 14-5 of the Securities and Exchange Act
In 2021 and up to the publication date of the annual report, six Audit Committee meetings were
held. The motions are as the following table. The Audit Committee passed the matters listed in
Article 14-5 of the Securities and Exchange rate.
  • 25 -
The Audit
Committee’s
resolution, and how
the company has
responded to Audit
Committee’s
opinions.
Submitted
to
the
Board of Directors
for resolution and
approved
by
all
directors present at
the meeting without
objection
Date of Audit
Committee meeting
(session)
Discussed topic The Audit
Committee’s
resolution, and how
the company has
responded to Audit
Committee’s
opinions.
2021/03/22
(the 9th meeting of the
2nd term)
1.
Approved the motion for the 2020 financial
report and consolidated financial report
2.
Approved the motion for the 2020 statement
of internal control
3.
Approved the motion for the 2020 earnings
distribution
4.
Approved the motion for providing an
endorsement/guarantee for the subsidiary
Standard Beverage Company Limited to
extend credit lines from financial institutions
5.
Approved the motion to loan funds to the
subsidiary Dermalab
6.
The Company participated in the termination
of the listing of depository receipts (signed
the effective date with the Bank of New York
Mellon)
Submitted
to
the
Board of Directors
for resolution and
approved
by
all
directors present at
the meeting without
objection
2021/05/05
(the 10th meeting of the
2nd term)
1.
Approved the motion for the consolidated
financial statements for Q1 2021
2.
Approved the motion to change CPAs for the
financial report in line with the internal
rotation mechanism of the accounting firm
3.
Approved the motion for loaning funds to the
subsidiary in China
2021/08/11
(the 11th meeting of the
2nd term)
1.
Approved the motion for the consolidated
financial report for Q2 2021
2.
Approved the motion for extending credit
lines from financial institutions
3.
Approved the motion for the subsidiary
Standard Investment (China) Co., Ltd. to
expand its oil tank storage area in Taicang
High Technology Development Zone to
increase production capacity
4.
Approved the motion for investment
structure adjustment for business in China
2021/11/08
(the 12th meeting of the
2nd term)
1.
Approved the motion for the Company’s
consolidated financial statements for Q3
2021
2.
Approved the motion for the situation of the
Company’s regular evaluation of the
independence and appropriateness of CPAs
3.
Approved the motion of the remuneration of
the Company’s CPAs for 2021
4.
Approved the motion for the Company’s
2022 audit plan
  • 26 -
5.
Approved the motion to lend funds to
subsidiary Standard Beverage Company
Limited
2022/02/18
(the 13th meeting of the
2nd term)
Approved the motion for bidding for land
2022/03/21
(the 14th meeting of the
2nd term)
1.
Approved the motion for the 2021 financial
report and consolidated financial report
2.
Approved the motion for the 2021 earnings
distribution
3.
Approved the motion for the 2021 statement
of internal control
4.
Approved the motion for the amendment to
the “Internal Audit Enforcement Rules”
5.
Approved the motion for the amendment to
the “Procedures for the Acquisition and
Disposal of Assets”
6.
Approved the motion to loan funds to the
subsidiary Dermalab
  • 27 -

(II) Communication between the independent director and the CPA

  1. Communication principle: The Company’s head of internal audit convenes an independent meeting with independent directors at least once a year. The review or audit results of the financial statements and internal control audit status of the Company and domestic and overseas subsidiaries are reported to the independent directors.

  2. Communication status: The Company’s independent directors maintain sound communication with CPAs.

  3. Main communication matters in 2021:

Date Attendee Communication matter Communication
result
2021/03/22
Meeting for
annual audit
results
Independent Director
Ben Chang
Independent Director
George Chou
Independent Director
Daniel Chiang
CPA Gung Tza-Li
Audit reports of the 2020
consolidated and parent
company only financial reports
and internal audit report. Issues
for some accounting principles
and the impact of the newly
revised laws were also discussed
and communicated on.
No objection
2021/11/08
Meeting for
annual audit
plan
Independent Director
Ben Chang
Independent Director
George Chou
Independent Director
Daniel Chiang
CPA GungTza-Li
2021 audit plan for consolidated
and parent only company
financial reports, key audit
matters and COVID-19 audit
strategy.

(III) Supervisors' Participation in Board Meetings

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

  • 28 -

(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
Principlesfor 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
improvinginformationtransparency.
None
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.
None

(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
mechanismandfirewall managementforaffiliates.
(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.
  • 29 -
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)
Has the board of directors formulated a diversity
policy, specific management objectives and are
they implemented?
V (I)
Diversity policy for board members and specific management objectives
To strengthen corporate governance and promote the sound development of the
composition and structure of the Board of Directors, Paragraph 3, Article 20 of the
Company’s “Corporate Governance Best-Practice Principles” states:
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.)
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
(II) Implementation of the diversity of the Board members
1. Basic condition and value (gender, age, nationality, culture, etc.):
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. The target for ratio of female directors is 29% or more. At present,
there is a female director among 7 directors, which stands for 14% of total
directors.
2. Professional knowledge and skills (professional background such as law,
accounting,industry,finance,marketing ortechnology), professionalskills and

None
  • 30 -
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 industry experience.
(1) Professional knowledge and skills: (See Page 11 of this Report for details
of professional background)
(2) For professional background and competence of the Board members as a
whole, please see (Note 1)
The Board of Directors and the independent director shall exercise their
power in accordance with laws, the provisions of the Articles of
Incorporation and resolutions of shareholders' meetings. The diversity
policy on the formation of the Board members is disclosed on the
company website.
(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 conducts an annual performance evaluation on the Board members
in accordance with the Company’s “Board of Directors Evaluation Method.” The
results for the internal performance evaluation of the Board for 2021 were
submitted to the Board meeting held on March 21, 2022. In general the operation
of the Board is sound. Based on the results of the performance evaluations, the
Company will continue to strengthen the functions of the Board in order to
increase the Company’s governance effectiveness.
In a bid to improve the Company’s system of remuneration of directors and
managers, according to the Company’s “Remuneration Committee Charter,”
annual performance of directors and managers is evaluated at the end of a fiscal
year. Performance bonus and distribution suggestions will be proposed after
taking into account the Company’s strategic objectives, as well as the achievement
rate of the manager’s annual contribution and key performance indicator (KPI).
Proposals are subject to approval of the Audit Committee. For the report of the
Board performance evaluation, please refer to pages 23–24 of the annual report.
(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. 8, 2021 for approval. According to the evaluation
by the Accounting Department of the Company, the CPAs, Gong Zeli and Fang
Hanni from Deloitte & Touche comply with the Company's evaluation standards
of independence (See Table below), so they are qualified to serve as the
Company's CPAs. Deloitte & Touche has issued a statement declaring no violation
of independence.


  • 31 -
Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
Evaluationstandardsfortheindependence ofCPAs Evaluation
results
Meet
independence
criteria
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
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 withthe company or its directors?
No Yes
4. Are there direct or indirect material financial interests
betweenthe 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
inpositions that could seriouslyimpact the audit?
No Yes
7. Does the CPA provide the company non-audit items
thatmay 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
otherthird 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
VI.
Other matters stipulatedintheArticles of Incorporationorcontracts.
None
  • 32 -
Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
Business execution in 2021 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.
Continuing education of the corporate governance officer: Continuing education hours
of the the corporate governance officer of the Company reach the statutory hours of
continuing education. Please refer to the following attachment: Summary on the
continuing educationofthe corporate governance officer in 2021.
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.
None
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.
None
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
professionalto collect and disclose company
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
collectionand disclosure, so as to ensure accuracy and timeliness ofthe

None
  • 33 -
Evaluation item Implementation status Deviations from the
"Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies" and
reasons thereof
Yes No Description
information, implement a spokesperson system,
and disclosing the process of investor conferences
onthe company website)?
information.
3. Spokesperson and deputy spokesperson
4. Information regarding theroad showhas beendisclosed ona“Investors”.
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
interaction relationship withstakeholders.Incase ofa dispute about stakeholders’

None
  • 34 -
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
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 2021.
(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 282 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 theAudit 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 equaltreatment ofshareholders, strengthening the board structure andimprovinginformationtransparency.

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

  • 35 -

Note 1 : Professional background and competence of the Board members as a whole

Core items for
diversity
Name
Basic composition Basic composition Basic composition Industry experience Industry experience Industry experience Professional
competence
Professional
competence
Professional
competence
Nationality/Place
of Registration
Gender Working
part-time
at the
Company
AGE Term of office as
independent director
Investment Asset management Knowledge of the industry Financial accounting Information technology Risk management
41-
50
61-70 Over
71
Under
3
3-9 Over
9
Ter-Fung Tsao R.O.C. Male
Jason Hsuan R.O.C. Male
Wendy Tsao R.O.C. Female
Arthur Tsao R.O.C. Male
Ben Chang R.O.C. Male
George Chou R.O.C. Male
Daniel Chiang R.O.C. Male
  • 36 -

Note 2 : Summary on the continuing education of the corporate governance officer in 2021

Continuing
education date
Continuing
education date
Organizer Organizer Organizer Course title Hours of
continuing
education
2021.09.22 The Institute of Internal Auditors Personal Data Laws on Internal Audits and Controls 6
2021.10.14 The Institute of Internal Auditors Labor law knowledge necessary for supervisors at all levels:
Recruitment interviews, general management and special
management of workers,performance appraisal
6
2021.10.25 The Institute of Internal Auditors Material system audit practices for the manufacturing industry 6
Note 3 : Summary on the continuing education of directors in 2021
Title Name Continuing
education
date
Organizer Course title Hours of
continuing
education
Independent
Director
Ben Chang 2021.09.16 Taiwan Corporate
Governance Association
Corporate sustainable development – “environmental
protection” and compliance management
3
2021.11.11 Understand related party transactions, non-arm’s length
transaction and insider tradingfrompractical cases
3
Independent
Director
George Chou 2021.08.18 Taiwan Corporate
Governance Association
Corporate sustainability governance from a risk perspective
from corporategovernance to ESG
3
Key to corporate sustainable development external innovation 3
Independent
Director
Daniel Chiang 2021.11.09 Taiwan Corporate
Governance Association
Changes in international economic situation and China’s
politics; how do Taiwanese businessmen respond?
3
Corporate sustainability governance from a risk perspective –
from corporate governance to ESG
3
  • 37 -

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

A. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Qualification
Name

Professional Qualifications and Work Experience (Note 1)
Independence Criteria
(Note 2)
Number of Other
Public Companies
where the Individual
Concurrently Serves as
an Independent
Director
Ben Chang Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Institutional Directors’ Representative of Polytronics Technology
Corporation
Independent Director of Pegatron Corporation
Remarks
Not under any of the categories stated in Article 30 of the Company Act.
An independent director; meeting
the following independence
criteria:
1. Not a director, supervisor, or
employee of the Company or
its affiliates; including but
not limited to the
independent director
himself/herself, spouses or
second-degree relatives; not
holding shares of the
Company.
2. Not holding shares of the
Company.
3. Not serving as a director,
supervisor or an employee of
a company with which the
Company has a specific
relationship.
4. not having received any
remuneration for business,
legal, financial and
accounting services provided
by the Company or its
affiliates in the past two
years.
1
  • 38 -
George Chou Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Independent Director of Yulong Motor Co., Ltd., Independent Director
of Yulong Finance Corporation, Independent Director of Fubon Life
Insurance Co., Ltd., Director of Kiwi Technology Inc.
Remarks
Not under any of the categories stated in Article 30 of the Company Act.


An independent director; meeting
the following independence
criteria:
1. Not a director, supervisor, or
employee of the Company or
its affiliates; including but
not limited to the
independent director
himself/herself, spouses or
second-degree relatives; not
holding shares of the
Company.
2. Not holding shares of the
Company.
3. Not serving as a director,
supervisor or an employee of
a company with which the
Company has a specific
relationship.
4. Not having received any
remuneration for business,
legal, financial and
accounting services provided
by the Company or its
affiliates in the past two
years.
3
  • 39 -
Daniel Chiang Professional
Qualifications
Working experience in financial accounting, investment, asset
management, industry knowledge and risk management.
Work Experience
Chairman of Purestone Capital Group, Independent Director of TPK
Holding Co., Ltd.
Remarks
Not under any of the categories stated in Article 30 of the Company Act.
An independent director; meeting
the following independence
criteria:
1. Not a director, supervisor, or
employee of the Company or
its affiliates; including but
not limited to the
independent director
himself/herself, spouses or
second-degree relatives; not
holding shares of the
Company.
2. Not holding shares of the
Company.
3. Not serving as a director,
supervisor or an employee of
a company with which the
Company has a specific
relationship.
4. Not having received any
remuneration for business,
legal, financial and
accounting services provided
by the Company or its
affiliates in the past two
years.
1
  • Note 1: Professional qualifications and experience: Specify the professional qualifications and experience of individual directors and supervisors. If the person is a member of the Audit Committee with accounting or financial expertise, their accounting or financial background and work experience shall be specified, while stating whether the person meets the circumstances provided in Article 30 of the Company Act.

  • Note 2: For independent directors, their state of independence must be specified:

  • (1) Including but not limited to whether they, their spouses, second-degree relatives serve as a director, supervisor or employer in the Company or affiliates.

  • (2) The proportion of shares held by the independent director himself/herself, their spouses or second-degree relatives (or in the name of others).

  • (3) Whether the independent director serves as a director, supervisor or an employee of a company with which the Company has a specific relationship (refer to Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).

  • (4) And amount of remuneration receive for business, legal, financial and accounting services provided by the Company or its affiliates in the past two years.

  • 40 -

B. Operational Status of the Remuneration Committee:

The Remuneration Committee members are appointed by the Board of Directors. According to the Company’s Remuneration Charter, the Committee must consist of at least three independent directors. The Company’s current Remuneration Committee is made up of three independent directors.

The purpose of the Remuneration Committee is to assist the Board of Directors in carrying out and evaluating the Company’s overall remuneration and welfare policies, as well as remuneration to the directors and managers.

(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 two meetings (A) in

2021, 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 2 100% None
Committee
member
George Chou 1 50%
Committee
member
Daniel Chiang 2 100%
Other matters:
(I) Discussions and resolutions of the Remuneration Committee
Date of Meeting
(Period)
Proposals Resolution
March 22, 2021
(5th Regular Meeting of the 4th Term)
(I) Proposal of 2020 Performance Evaluation of Directors and
Managerial Officers.
(II) Proposal of Remuneration for Employees and Directors of 2020
Submitted to the
Board of Directors
for resolution and
approved by all
directors present at
the meeting
without objection
Novenber 8, 2021
(6th Regular Meeting of the 4th Term)
Proposal of Ratio of Provision for the Remuneration for Employees
and Directors of 2021
  • 41 -

(VI) Implementation of sustainable development promotion and difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof:

Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
I.
Has the company constructed a governance
structure to promote sustainable development
and established a dedicated (part-time) unit for
the promotion of sustainable development,
which is managed by senior management by
authorization of the board of directors and is
supervised by the board of directors?
V In order to fulfill the Company’s corporate social responsibility,
promote economic, environmental and social progress, and achieve the
goal of sustainable development, the Company established the “CSR
Task Force” in 2019. It was later renamed to the “Sustainable
Development Team” in compliance with the vision and mission of the
ESG policy. The Board of Directors authorized senior management to
oversee the promotion of ESG-related programs and conduct a risk
assessment on environmental, social and corporate governance issues
associated with the Company's operations. As well as these, senior
management also formulates risk management policies targeting
various risks. Each year, the Sustainable Development Team compiles
a “Sustainability Report” and reports to the Board of Directors of its
implementation results.
None
  • 42 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
II.
Does the company follow the principle of
materiality, conduct
risk assessments on environmental, social and
corporate governance issues related to company
operations,
and
formulate
relevant
risk
management policies or strategies?
V (I) Organizational boundaries of Standard Foods are set with its
operating activities as the boundary for risk assessment; covering
Dayuan, Zhongli and Hsinchu plants.
(II) Standard Foods used the materiality principle to identify
significant stakeholders and sustainability issues through a
systematic process. To identify annual material issues, significant
stakeholders are first identified followed by a survey and analysis
on stakeholders. The 2022 Sustainability Report will incorporate
TCFD and SASB standards to continue to improve the disclosure
of the SustainabilityReport.
None
III. Environmental issues
(I) Has the company established a suitable
environmental management system based
on its industrial characteristics?
V (I) In 2014, we introduced the international standard of ISO 14001
environmental management system and completed the revision in
2018, and passed the audit verification in 2019, 2020 and 2021 at
a high standard.
(II) We have formulated Air Pollution Prevention Process, Water
Pollution Prevention Management Process, Business Waste
Management Rules, Control on Toxic Chemical Substances, Noise
Control Operating Standards, and Drinking Water Dispenser
Management Operating Procedures for operational control in
accordance with ISO 45001 operatingstandards. The results of
None
  • 43 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
implementation are also reported online.
(II) Is the company committed to improving
the utilization efficiency of energy, and
using the recycled materials that have a
low impact on the environmental load?
V (I) We have an Energy Conservation Management Team in place for
facilitating energy conservation work. The Team strengthens
energy self-management and understand the current status of
energy consumption and seek feasible improvement plans for
implementation. By doing this, we are able to promote reasonable
and effective energy consumption in order to reduce energy
expenditures, further improving competitiveness and achieving
energy conservation and carbon reduction targets.
(II) As a means to continue to promote energy conservation, carbon
reduction and environmental protection policies, our Zhongli
plant in 2016, Hsinchu plant in 2017, and Dayuan plant in 2018
have fully switched to using natural gas boilers with high
cleanliness. In 2019, the energy intensity of fuel oil (heavy oil) of
Taiwan Standard Foods Group reduced to 0. As a responsible
operator,we strive to do our utmost for the environment.
None
(III) Does the company assess the potential
risks and opportunities of climate change
for the company now and in the future, and
take measures?
V We have adopted the disclosure and management framework proposed
in the Task Force on Climate-related Financial Disclosures (TCFD) to
evaluate and review the impact of climate change on us. By taking this
approach,we further formulate short-,medium- and long-term
None
  • 44 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
governance policies for climate change issues in order to tackle the
impact brought about by climate change. Consequently, we also
identify the Group’s key risks and opportunities, including rising raw
material costs, using production and distribution processes that are
more efficient, R&D and innovation of developing new products and
services, increasing stakeholder concerns and negative feedback,
change in rainfall (water) patterns and extreme climate changes, as
well as rising average temperatures.
The evaluation results and relevant countermeasures adopted are
disclosed in the SustainabilityReport.
(IV) Does the company count greenhouse gas
emissions, water consumption and the
volume of total waste in the past two years,
and formulate policies for greenhouse gas
reduction, water management or other
waste management?
V (I) Environment-related expenditures and projects in 2021
1. Dayuan Plan
(1). NTD600,000 for maintenance of sludge dewatering
machine.
(2). Project of replacement of energy-consuming equipment
In 2021, old air compressors in the Dayuan Plant were
replaced, which were put into operation in November. With
the actual ratio of operating air compressors (W/CMM) of
<6.8, a total of NTD161,000, or 68,400 kWh was saved.
From 2022, electricity consumption is expected to be
reduced by132,000 kWhperyear.
None
  • 45 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
(3). Project of electricity consumption reduction
The blowing volume of the dust collector is adjusted and
maintained the differential pressured at 1.5–2cm/water
column; the blowing time was adjusted from the original 30
seconds to 60 seconds, saving 94.9 kWh of electricity per
day, and 28,470 kWh per year.
(4). Water conservation project
In 2021, the renewal of sterilizers for the production line of
health products and optimization of CIP process of the
production line in Dayuan Plant were completed. After this,
the annual water-saving target is 10%, or 2,294.2 tons, and
the actual water-saving volume was 3087.9 tons, achieving
a target rate of 134.6%, while at the same time reducing
wastewater by 3,087.9 tons.
(5). The project for the CIP process for the production line of
health products in Dayuan Plant is expected to start running
in September 2022, recycling water by ,1000 tons a year,
reducing wastewater by 850 tons.
2. Zhongli Plant
(1). NT$ 4.5 million for additional back-end chemical pressurized
flotation system for wastewater
  • 46 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
(2). Project of replacement of high energy-consuming equipment:
Old air-conditioning equipment was replaced in Zhongli Plant
in 2021 with a total of three ammonia evaporators. After
this, power operation of 0.2% is expected to be saved,
reducing electricity consumption of 3,600 kWh per year.
(3). Project of optimization of process equipment:
The relocation and expansion of the construction of yogurt
warming warehouse and new yogurt line. The original
production volume of production time was increased to 100%,
reaching 50% of the original electric operation that was
expected to be saved, reducing electricity consumption by
18kW per day, and 5,400 kWh per year.
3. Hsinchu plant
(1). Project of replacement of high energy-consuming equipment:
Replacement of high-efficiency 300RT ice water mainframe
was completed, with 1,183 kWh of electricity consumption
expected to be saved per year.
(2). Water conservation project:
The construction for process water recycling project was
completed, saving water by 27,479 tons and wastewater by
24,252 tonsperyear.
  • 47 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
(II) Waste-related policies
In light of the requirements for environmental protection and
increasing costs of business waste removal and treatment in the
industry, environmental budgets for the Dayuan, Zhongli and
Hsichun plants have reflected a slight increase. This increase had
minimal impact on net income and did not affect these plants’
competitive position.
In 2022, new sludge dryers and settling tanks are expected to be
installed in Hsinchu Plant. This is to reduce the water content of
sludge and increase the sludge sedimentation rate. In 2023, heat
pump sludge dryers are expected to be installed in Zhongli Plant
to reduce sludge water content.
(III) In 2021 and up to the publication date of the annual report, no
fines were imposed due to environmental abnormalities in
Dayuan,Zhongli and Hsinchuplants of Standard Foods.
IV. Social issues
(I) Has the company developed the relevant
management policies and procedures in
accordance with relevant regulations and
international human rights conventions?
V (I)
In accordance with Taiwan’s “Labor Standards Act,” we have
formulated the “Work Rules,” which are in line with the
“International Covenant on Economic, Social and Cultural
Rights” regarding the right to freedom of association and to form
trade unions. We have also established women worker-related
None
  • 48 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
rights and obligations, which are in line with the “Convention on
the Elimination of All Forms of Discrimination Against
Women.”
(II) The Company’s Work Rules
1. Article 13 of Chapter 3 states: “The Company shall not
discriminate against applicants or employees because of their
race or gender in the course of recruitment, screening test,
hiring, placement, assignment, performance evaluation or
promotion.”
2. Chapter 4 states that working hours, breaks and holidays are
carried out in compliance with the Labor Standards Act.
3. Chapter 9 states that women workers’ related rights and
obligations are in compliance with the Labor Standards Act.
4. Chapter 13 states communication means for labor opinions.
5. Chapter 14 states sexual harassmentprevention.
(II) Has
the
company
formulated
and
implemented
reasonable
employee
welfare
measures
(including
salary,
vacation
and
other
benefits),
and
appropriately
reflects
business
V (I) The Company’s main benefits are as follows:
1. In accordance with the law and regulations, we take the
initiative and notify employees upon occurrence of various
insurance benefits and provide guidance on their application
for such benefits in order toprotect the rights and interests of
None
  • 49 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
performance or results in employee
compensation?
employees.
2. All full-time workers (including spouse and children.
including life insurance, accident insurance, medical
insurance and cancer insurance) are covered under employee
group insurance. The premium of insurance is fully paid by
the Company.
3. Annual appraisal bonuses are subject to the Company’s
operation and performance.
4. The Company has formulated retirement measures for full-
time workers: For colleagues who opt for the new pension
system, the Company will make monthly contribution as
pension fund to be deposited into their personal account of
the Bureau of Labor Insurance as required by the Labor
Pension Act. Those with seniority of the old system before
July 1, 2005 and those who opted for the old pension system
will be subject to the provisions of the Labor Standards Act.
5. Holidays and leave and various types of leave are provided
as stipulated in the Labor Standards Act.
6. Periodic health examinations are provided to employees.
7. Gifts are given on Mid-autumn Festival, Dragon Boat
Festival,SpringFestival and Labor Day. Employees are also
  • 50 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
provided with shopping discounts.
(II) The benefits handled by the Company’s Staff Welfare
Committee are as follows:
1. Festive cash gift: Cash gifts are given before the Spring
Festival, Dragon Boat Festival and Mid-Autumn Festival.
2. Cash gift for colleagues.
3. Marriage, childbirth, funeral, disability allowances.
4. Travel subsidies.
5. Club activity subsidies.
6. Organization of festive activities.
(III) Has the company provided a safe and
healthy
work
environment
for
the
employees, and related education on
occupational safety and health for the
employees at regular intervals?
V At Standard Foods, we follow five major management policies to
implement the work of safety and health management to prevent
personnel accidents and injuries. We make every effort to achieve the
goal of safety first and zero disasters: Regulatory compliance,
consultation and communication, risk control, pollution prevention and
continuous improvement.
(I) Education and training:
In order to enhance the knowledge and awareness of our
employees on workplace safety and strengthen their response
capability in the face of a disaster and accident, we organize
occupational safetyeducation and trainingand disaster exercises
None
  • 51 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
on a regular basis.
(II) Important certification:
In 2009, Standard Foods’ Dayuan Plant obtained TOSHMS
(Taiwan Occupational Safety and Health Management System)
and OHSAS 18001 certification at the same time; passed the CNS
15506 certification renewal assessment in 2012 and 2015,
respectively; passed the CNS 15506 national standard; OHSAS
18001 annual audit from 2013 to 2019; passed the
ISO/CNS45001 Taiwan Occupational Safety and Health
Management System National Standard certification renewal
assessment in 2012 and 2015; and ISO/CNS45001 annual audit
in 2021.
(III) Quantitative indicator:
In 2021 the total number of days worked was 249 the total number
of hours worked was 1,370,955. From 2019 to 2021, the total
number of occupational diseases was 0 and the occupational
disease rate (ODR) was 0%. There were no fatalities and
contractors had no work-related injuries.
(IV) Does the company establish an effective
career development training program for
employees?
V The Company has different training focuses for each department
depending on the function and skill requirements of the job. At the
same time,through a trainingsystem of internal instructors and
None
  • 52 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
coaching process of managers, technical experience is able to be
passed down and core knowledge developed. By taking this approach,
we facilitate the combination of the Company’s growth and employees’
personal development requirements so as to develop and internalize
theprofessionalism of our colleagues.
(V) In terms of issues such as customer health
and safety, customer privacy, marketing
and labeling of products and services,
does the company comply with relevant
regulations and international standards,
and does it formulate relevant consumer or
customer protection policies and appeal
procedures?
V (I) For our product packaging label, we strive for an information
transparent and non-representative approach using national
regulation as the minimum standard to label raw materials used
in our products. At Standard Foods, we have a “Packaging and
Labeling Review Process” in place combining various marketing
and R&D units and the Group’s good safety management
development to perform packaging labeling and advertising
audits, including information on trademarks, brand names,
nutrition labels, recycling labels, production sources and
certification marks. In doing this, we enable consumers to have
correct understanding on products and at the same time avoid
misunderstandings.
(II) As a means to protect personal data and relevant rights of
customers, we abide by the Personal Data Protection Act and
bylaws, and allocate considerable resources to formulate and
carryout security protectionplans forpersonal data files. From
None
  • 53 -
Evaluation Item Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
time to time, we organize education and training and legal
awareness promotion on personal data protection. As well as
this, we formulate privacy rights policies and legal terms which
are disclosed on our website/e-shopping mall. We will continue
to carry out security protection plans for personal data files and
related matters, implementing the personal data protection of our
customers.
(III) Our 0800 customer service hotline answers nearly 100 calls per
day, hoping to solve whatever questions consumers may have as
quickly as we can. Consequently, we hope consumers feel our
sincerity as it is our dedication to gain an understanding of their
expectations.
(VI) Has the company formulated supplier
management policies, where suppliers are
required to follow relevant regulations on
issues such as environmental protection,
occupational safety and health or labor
and their implementation?
V Raw material suppliers wishing to be our partners must be willing to
make continuous progress. At the same time, we constantly encourage
and require suppliers to pass quality system certifications, such as
ISO 22000, SQF (Safe Quality Food), BRC (British Retail
Consortium), FSSC 22000 and IFS. Through a systemic continuous
assessment mechanism, we select decent and quality suppliers to
ensure the quality of raw materials, further producing products that
give consumers peach of mind.
In 2021,the organization and suppliers of the supplychain maintained
None
  • 54 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
a stable partnership, and there were no significant changes.
V. Does the company refer to the internationally
prepared reporting standards or guidelines,
preparation of sustainability reports and other
reports and disclose the company’s non-
financial information? Did the preliminary
report obtain the confidence or assurance
opinion of the third-party verification unit?
V (I) The Company’s preparation of the framework for the 2021
Sustainability Report followed to the GRI (Global Reporting
Initiative) guidelines, while referring to the Food Process
Industry, the “Taiwan Stock Exchange Corporation Rules
Governing the Preparation and Filing of Corporate Social
Responsibility Reports by TWSE Listed Companies,” and the
“Corporate Social Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies.”
(II) We entrust Deloitte Taiwan to conduct an independent limited
assurance operations in accordance with Assurance Standards
No. 1 of R.O.C.
None
VI. If the Company has instituted the sustainable development best-practice principles in accordance with the “Corporate Social Responsibility Best-
Practice Principles for TWSE/TPEx Listed Companies,” specify the implementation of these principles and the variation with the Sustainable
Development Best-Practice Principles for the TWSE/TPEx-listed Companies: None.
  • 55 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
VII. Other important information to facilitate understanding of the promotion of sustainable development operations:
(I) As a leading brand in the food industry, we are committed to exerting our corporate influence and fulfilling social responsibility. Through our
power as an enterprise, we hope more people will emphasize the importance of nutrition and health. By connecting people, we hope to fill
society with love and warmth.

Nutrition Project for Children
Standard Foods Group has been focusing on the calcium deficiency issue among children since 2020. Based on this, we initiated the “Calcium
for Children” welfare activity, inviting children of rural areas to take part in painting competitions at schools, which are voted by consumers
online. Anyone purchasing Fresh Delight milk also made a contribution to collecting milk for children in rural areas. These gestures have
collected approximately 880,000 bottles of ESL milk over the 2 years for over 200 elementary schools. In the future, we will continue to make
an effort to guarding the health of children in rural areas.

Nutrition Care Project during COVID-19
At the peak of the COVID-19 outbreak in May 2021, Standard Foods immediately donated 350,000 health products for front line workers,
including medical workers and police and firefighters. As the vaccination kickstarted in September, we joined forces with vaccination stations,
hospitals and food banks and donated 250,000 COVID-19 prevention kits to those receiving the vaccine. By doing so, we in turn prompted
vaccine protection in Taiwan. Our effort was recognized by hospitals that we worked with, public welfare organizations, government agencies,
and media, greatly helping the Group’s reputation.

Nutrition Project for the Elderly
In May 2022, Standard Foods will launch the “Care for the Elderly” – a nutrition project for the elderly. Taiwan entered an “aging society” in
2018 and a “super-aged society” is expected in 2025. By this time, approximately 4.69 million people in Taiwan will be over the age of 65,
which will increase year by year thereafter, reaching 7.46 million people in 2050. As nutritional supplements are our strength, we will align
with the trend and be there with the elderlyto move forward.
  • 56 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from
the Sustainable
Development Best
Practice
Principles for
TWSE/TPEx
Listed Companies
and Reasons
Thereof
Yes No Description
In terms of social welfare, our nutrition care campaign will continue and from 2022, the employee activity planning for corporate sustainability will
begin from the workplace. By taking this approach, all employees of Standard Foods can partake in environmental protection, allowing
sustainability to become a part of their work and life, protect the earth with actions, and create environmental sustainability for the next generation.
(II) The Company’s major capital expenditures in the most recent year:
No.
Recipient
No.
Recipient
1
Chinese Christian Relief Association
11
Landseed International Hospital
2
Taipei Foundation for Communication, Culture and Education
12
Taiwan Nephrology Nurses Association
3
Taipei Nurses Association
13
National Taiwan University Academic Development Foundation
4
Police Department of Taipei City Government
14
Changhua County Private Christian Joy Nursery
5
Police Department of Taichung City Government
15
Good Shepherd Social Welfare Foundation
6
Sun Yun-Suan Academic Foundation
16
Adolescents’ Home, Taoyuan, Prison Fellowship Taiwan
7
Taipei Foundation for Trend Research, Culture and Education
17
Catholic Marian Long-Term Care Center
8
Miaoli County Private Haiching Elderly Care Center
18
The Garden of Hope Foundation
9
Fire Department of Taipei City Government
19
Yu-cheng Social Welfare Foundation
10
United Charity Association of Kaohsiung
20
Happy Mount Colony
  • 57 -

(VII)Ethical business performance conditions, as well as differences and reasons for differences with Ethical Corporate Management BestPractice Principles for TWSE/TPEx Listed Companies

Evaluation Item Implementation Status Implementation Status 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) Has the company specified its policy and method
for the implementation of ethical corporate
management in its internal rules and regulations
and external documents, and have the Board and
the management of the company promised to
pursue the policy of ethical corporate
management?
(II) Has the company established an assessment
mechanism for the risk of dishonesty, regularly
analyzing and evaluating business activities with a
high risk of dishonesty in the business scope, and
formulated a plan to prevent dishonesty, and cover
at a minimum the preventive measures for various
acts under Article 7, Paragraph 2 of “Ethical
Corporate Management Best-Practice Principles
for TWSE/TPEx Listed Companies”?
(III) Does the company specify the operating
procedures, behavior guidelines, disciplinary
penalties andgrievance system in theplan to
V
V
V
The Company has formulated its “Ethical Corporate
Management Best-Practice Principles” serving as the basis for
the establishment of its corporate culture and management
philosophy of ethical corporate management. We also
implement sound ethical corporate management policy and
corporate governance which the Board of Directors and
management are committed to. The Company’s “Ethical
Corporate Management Best-Practice Principles” are disclosed
on the MOPS and the Company’s website.
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


















None
  • 58 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies and
Reasons Thereof
Yes No Description
prevent dishonesty, and implement it, and regularly
review and revise the pre-disclosure plan?
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 “Rules for Procedure for Board of Directors
Meetings”.





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) Has the company set up a special unit under the
board of directors to promote corporate ethical
management, and does it regularly report (at least
once a year) to the board of directors on its ethical
management policies and plans to prevent
dishonesty and supervision and implementation?

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 HR Division is Company’s dedicated (part-time) unit for
the promotion of ethical corporate management. The
promotion is carried out pursuant to the provisions of the
“Ethical Corporate Management Best-Practice Principles.” All
related policies and internal and external education and training
are implemented and the implementation status is regularly
reported to the Board of Directors.








None
  • 59 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies and
Reasons Thereof
Yes No Description
(III) Has the Company established policies to prevent
conflicts of interest, provide appropriate
communication channels, and implement them
accordingly?
(IV) Does the company have an effective accounting
system for the implementation of ethical
management, internal control system, and the
evaluation result of the risk of dishonesty by the
internal audit unit, to formulate relevant audit
plans, and check the compliance with the plan to
prevent dishonesty, or entrust an accountant to
perform the audit?
(V) Does the company regularly hold internal and
external educational pieces of trainings on
operational integrity?
V
V
V
Pursuant to the “Ethical Corporate Management Best-Practice
Principles,” stakeholders should adopt appropriate recusal
measures in the face of a conflict of interest.
The Company has established a sound internal control system.
The internal auditors regularly audit the implementation of
each unit in accordance with the audit plan. The audit results
are reported to the Board of Directors.
In addition to periodic education and training, the HR Division
performs relevant ethical corporate management promotion on
new employees upon their report to work. To provide
employees with relevant legal knowledge, we have established
a section dedicated to laws on the Company’s intranet.








  • 60 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies and
Reasons Thereof
Yes No Description
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) Has the company established standard operating
procedures for accepting complaints, follow-up
measures to be taken after the investigation is
completed, and relevant confidentiality
mechanisms?
(III) Does the company provide proper whistleblower
protection?
V
V
V
This is coordinated by the HR Division. The reporting,
incentive system, investigation operating standards and
whistleblower protection measures are carried out pursuant to
the “Ethical Corporate Management Best-Practice Principles”
and personnel-related regulations.




None
IV. Enhanced disclosure of ethical corporate management
information
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.





None
  • 61 -
Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from the
Ethical Corporate
Management Best
Practice Principles for
Exchange-listed and
OTC-listed
Companies and
Reasons Thereof
Yes No Description
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 PrinciplesNone.
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)
(I) 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.
(II) 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.
(III) 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. It is also not allowed to disclose to other people that private
information acquired due to the business execution,in which the Companydoes not disclose the information.
  • 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 None.

  • 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)

  • (I) 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.

  • (II) 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.

  • (III) 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. It is also not allowed to disclose to other people that private information acquired due to the business execution, in which the Company does not disclose the information.

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

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

  • 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.

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

  • 62 -

(X) Implementation of Internal Control System

1. Statement of Internal Control System

Standard Foods Corporation

Statement on Internal Control

Date: March 21, 2022

The Company hereby states the results of the self-evaluation of the internal control system for 2021 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, 2021, 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. 21, 2022, 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

  • 63 -

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 2021 Shareholders' General Meeting and Implementation Status:

2021 and up to the publication date of the annual report, the Company has convened one shareholders’ general meeting. The Company’s 2021 shareholders’ general meeting was held on Jul. 22, 2021. The summary of matters approved via resolution is as follows:

Matters Approved Implementation Status
I. Approval of 2020 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 authorityaccordingto regulations.
II. Approval of the Distribution
of Earnings for 2020
Upon the approval in shareholders’ general meeting of the
proposal via a resolution, the cash dividends of NT$ 2.5/ share
(totally 2,287,723,978) were distributed, with the ex-dividend
base date of Aug. 1, 2021. The dividends were granted on Aug.
20,2021.
III. Approval of the Amendment
to the " Articles of
Incorporation."
Effective after resolution by the annual general meeting of
shareholders and the change was registered within 15 days in
accordance with the law.

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

Date Major resolution matters Opinions of
independent
director opinions
and how the
company has
responded to
such opinions
2021/03/22
(the 11th
meeting of the
13th term)
1.
Approved the motion for the 2021 business plan and
budget
2.
Approved the motion for the 2020 financial report and
consolidated financial report
3.
Approved the motion for the 2020 statement of
internal control
4.
Approved the motion for the 2020 earnings
distribution
5.
Approved the motion for the 2020 performance
evaluation for Board of Directors
Approved by
all independent
directors
  • 64 -
6.
Approved the motion for the 2020 distribution of
remuneration to directors and employees
7.
Approved the motion for the date for the 2021 annual
general meeting of shareholders and agenda as well as
related matters
8.
Approved the motion for the Company’s heads of
accounting, corporate governance and finance
9.
Motion for personnel appointment
10. Approved the motion for extending credit lines from 3
financial institutions
11. Approved the motion for providing an
endorsement/guarantee for the subsidiary Standard
Beverage Company Limited to extend credit lines
from financial institutions
12. Approved the motion to loan funds to the subsidiary
Dermalab
13. The Company participated in the termination of the
listing of depository receipts
(signed the effective date with the Bank of New York
Mellon)
14. Approved to the amendment to some provisions of the
Company’s Charter
2021/05/05
(the 12th
meeting of the
13th term)
1.
Approved the motion for the consolidated financial
statements for Q1 2021
2.
Approved the motion to change CPAs for the financial
report in line with the internal rotation mechanism of
the accounting firm
3.
Approved the motion for loaning funds to the
subsidiaryin China
Approved by
all independent
directors
2021/06/23
(the 13th
meeting of the
13th term)
1.
Approved the motion to set the date and venue for the
2021 annual general meeting of shareholders
2.
Apposed the motion for setting dates for the 2020 ex-
dividend date, the base date and the payment date of
cash dividends and other related matters
2021/08/11
(the 14th
meeting of the
13th term)
1.
Approved the motion for the consolidated financial
report for Q2 2021
2.
Approved the motion for extending credit lines from
financial institutions
3.
Approved the motion for the subsidiary Standard
Investment (China) Co., Ltd. to expand its oil tank
storage area in Taicang High Technology
Development Zone to increase production capacity
4.
Approved the motion for investment structure
adjustment for business in China
2021/11/08
(the 15th
meeting of the
13th term)
1.
Approved the motion for the Company’s consolidated
financial statements for Q3 2021
2.
Approved the motion for the ratio of the Company’s
2021 remuneration to employees and directors
  • 65 -
3.
Approved the motion for the situation of the
Company’s regular evaluation of the independence
and appropriateness of CPAs
4.
Approved the motion of the remuneration of the
Company’s CPAs for 2021
5.
Approved the motion for the Company’s 2022 audit
plan
6.
Approved the motion to lend funds to subsidiary
Standard Beverage Company Limited
7.
Approved the motion to apply for credit lines and
foreign exchange and derivative trading lines from
two financial institutions
2022/01/27
(the 16th
meeting of the
13th term)
Approved the motion for the Company to change its
registered business address
Approved by
all independent
directors
2022/02/18
(the 17th
meeting of the
13th term)
Approved the motion for bidding for land
2022/03/21
(the 18th
meeting of the
13th term)
1.
Approved the motion for the 2022 business plan and
budget
2.
Approved the motion for the 2021 financial report
and consolidated financial report
3.
Approved the motion for the 2021 earnings
distribution
4.
Approved the motion for the 2021 statement of
internal control
5.
Approved the motion for the amendment to the
“Internal Audit Enforcement Rules”
6.
Approved the motion for the amendment to the
“Procedures for the Acquisition and Disposal of
Assets”
7.
Approved the motion for the amendment to the
“Rules of Procedure for Shareholders’ Meetings”
8.
Approved the motion for the amendment to some
provisions of the Company’s Charter
9.
Approved the motion for the 2021 performance
evaluation for directors and managers
10. Approved the motion for the 2021 performance
evaluation for Board of Directors and functional
committees
11. Approved the motion for the 2021 distribution of
remuneration to directors and employees
12. Approved the motion for the election of the Board of
Directors (independent directors) of the 14th term.
13. Approved the motion to set the nomination period, the
number of candidates and theplace of acceptance of
  • 66 -

the Board of Directors of the 14th term 14. Approved the motion for review of the list of director (independent director) candidates nominated by the Board of Directors 15. Approved the motion for permitting elected directors of the 14th term to serve as a director, supervisor or management of another company with similar business scope of the Company 16. Approved the motion for the date for the 2022 annual general meeting of shareholders and agenda as well as related matters 17. Approved the motion to loan funds to the subsidiary Dermalab 18. Approved the motion for extending credit lines from 3 financial institutions 19. Approved the motion for providing an endorsement/guarantee for the subsidiary Standard Beverage Company Limited to extend credit lines from financial institutions

(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
Chief
Investment
Officer
YAO STEVEN
YIH CHUN
109.04.01 110.12.31 Resignation
  • 67 -

IV. Information Regarding Audit Fee

Information on fees for CPAs

Unit: thousand NT$
CPA
firm
Name of
CPAs
Audit period Audit fee Non-
audit fee
Total Remarks
Deloitte
&
Touche
Tza-Li Gung
Han-ni Fang
2021.01-2021.12 5,032 1,186 6,218 Non-audit fees
include NT$706,000
for the transfer
pricing report and
NT$480,000 for
CSR report
assurance.

(I) Where the company has changed the CPAs or the accounting firm, please indicate the audit period separately, and explain the reason for the replacement in the Remarks field and disclose the audit and non-audit profession fees and other information:Not applicable.

  • 68 -

V. Information About Replacement of CPA:

(I) Former CPAs

Date of Replacement January 2021 January 2021 January 2021 January 2021 January 2021
Replacement Reasons and
Explanations
Internal job adjustments of Deloitte & Touche
Termination by the Company or the
CPAs
Party
Condition

CPA
Client
Termination by the Company N/A
Termination by the 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,
Article10 ofthe Guideline)
None

(II) Successive CPAs

Successive CPAs
Name of CPA Firm Deloitte & Touche
Name of CPAs CPAs Tza-Li Gung, Han-ni Fang
Date of Appointment January 2021
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.

  • 69 -

  • 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: None.

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

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

  • 70 -

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

April 18,2022 Unit: Share,% April 18,2022 Unit: Share,% April 18,2022 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
(Note 3)
Remarks
Shares Share-
Holding
Ratio%
(note 2)
Shares Share-
Holding
Ratio %
Shares Share-
Holding
Ratio %
Item Nature of
Relationships
Mu Te
Investment
Co., Ltd. Trust
Property
Account
Representative:
Ter-Fung Tsao
159,774,400 17.46 0 0 0 0 Ter-Fung Tsao Chairman of Mu Te
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Mu Te Company is
the director of Chia
Yun Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Mu Te Company is
the director of Chia
Chieh Company
Mu Te Investment
Co., Ltd.
Mu Te Company is
the trustee

40,848,203
4.46 0 0 22,688,211
2.48
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd.
Being the chairman
of Mu Te 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 22,688,211
2.48
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd.
Being the chairman
of Mu Te Company
  • 71 -
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
(Note 3)
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
(Note 3)
Remarks
Shares Share-
Holding
Ratio%
(note 2)
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
Yun Company
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
Property Account
Being the director
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
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
41,411,000 4.53 0 0 0 0 - -

0
0.00 0 0 0 0 - -
Ter-Fung Tsao 40,848,203 4.46 0 0 22,688,211 2.48 Mu Te Investment
Co., Ltd. Trust
Property Account
Being the chairman
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Chieh
Company
Mu Te Investment
Co., Ltd.
Being the chairman
of Mu Te Company
  • 72 -
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
(Note 3)
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
(Note 3)
Remarks
Shares Share-
Holding
Ratio%
(note 2)
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
Property Account
Mu Te Company is
the trustee
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Mu Te Company is
the director of Chia
Yun Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
The chairman of
Mu Te Company is
the director of Chia
Chieh Company

40,848,203
4.46 0 0 22,688,211
2.48
Mu Te Investment
Co., Ltd. Trust
Property Account
Being the chairman
of Mu Te Company
Chia Yun
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Yun
Company
Chia Chieh
Investment Co.,
Ltd. Trust
Property Account
Being the director
of Chia Chieh
Company
Lin Junyao 14,804,000 1.62 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)
6,908,799 0.75 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.

  • 73 -

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

April 30,2022;Unit: Share April 30,2022;Unit: Share April 30,2022;Unit: Share April 30,2022;Unit: Share April 30,2022;Unit: Share April 30,2022;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 3)
100% - - N/A
(Note 3)
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. - - 4,050 100% 4,050 100%
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. 150,224,815 100% - - 150,224,815 100%
Standard Corporation(HongKong)Limited. - - 150,098,815 100% 150,098,815 100%
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.

Note 3:The liquidation of Le Bonta Wellness International Corporation was completed in August 2021.

  • 74 -

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-in Capital Paid-in Capital Remarks Remarks
Shares Amount Shares Amount Source of Capital Capital
Increase by
Assets Other
than Cash

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)
Letter of 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) Letter of 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
  • 75 -
Month /
Year
Par
Value
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks
Shares Amount Shares Amount Source of Capital Capital
Increase by
Assets Other
than Cash

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.
Letter of 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.
Letter of 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.
Letter of No. 10601126490
  • 76 -

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 18, 2022
Structure
Item

Government
Agencies

Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions and
Natural Persons
Total
Number of shareholders 0
11

181

65,395
244
65,831
Number of Shares Held 0
55,624,354
487,004,684 316,328,273
56,132,280
915,089,591
Percentage of Ownership
0.00%
6.08% 53.22% 34.57% 6.13% 100.00%

(III) Distribution of Shares

(III) Distribution of Shares
NT$ 10 per share April 18, 2022
Range of Shares Number of
Shareholders
Number of Shares Held Shareholding
Ratio %
1-999 14,858 3,291,836 0.36%
1,000-5,000 40,083 82,928,807 9.06%
5,001-10,000 6,207 47,561,355 5.20%
10,001-15,000 1,733 21,931,946 2.40%
15,001-20,000 1,031 18,935,527 2.07%
20,001-30,000 778 19,482,718 2.13%
30,001-40,000 359 12,567,037 1.37%
40,001-50,000 216 9,905,638 1.08%
50,001-100,000 351 25,074,406 2.74%
100,001-200,000 111 15,272,620 1.67%
200,001-400,000 42 11,458,420 1.25%
400,001-600,000 19 9,513,594 1.04%
600,001-800,000 6 4,284,907 0.47%
800,001-1,000,000 7 6,078,678 0.66%
1,000,001 shares and above 30 626,802,102 68.50%
Total 65,831 915,089,591 100.00%
  • 77 -

(IV) Major Shareholders

IV) Major Shareholders IV) Major Shareholders IV) Major Shareholders
Apr 18, 2022
Shares
Name of Major Shareholder

Number of
Shares Held
Percentage of
Ownership %
Mu Te Investment Co.,Ltd. Trust PropertyAccount 159,774,400 17.46
ChiaYun Investment Co.,Ltd.TrustPropertyAccount 133,125,408 14.55
Chia Chieh Investment Co., Ltd. Trust Property
Account
108,503,160 11.86
NanShan LifeInsurance Company,Ltd. 41,411,000 4.53
Ter-FungTsao 40,848,203 4.46
Bright InvestmentCompanyLtd. 33,039,081 3.61
Mu Te Investment Co.,Ltd. 22,650,057 2.48
LinJunyao 14,804,000 1.62
Fubon Life Insurance Co.,Ltd. 10,660,815 1.17
Dedicated investment account of Norges Bank in
custody of CitiBank (Taiwan)
6,908,799 0.75

(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
2020
2021 As of March 31,
2022(Note 5)
Market
Price Per
Share
Highest 73.70
61.50

53.30
Lowest 51.20
50.70

47.70
Average 63.96
54.05

50.31
Net Worth
perShare
Before distribution 19.47
19.86

20.40
After distribution 19.47
(Note 1)

(Note 1)
Earnings
perShare
Weighted Average Shares 908,420,120 908,420,120
908,420,120
Earnings per Share 3.54
2.70

0.36
Dividends
Per Share
Cash dividends 2.50
(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-earnings ratio (Note 2) 18.07
20.02

-

Price-to-dividend ratio (Note 3)
25.58
(Note 1)

-

Cash dividend yield (Note 4)
3.91
(Note 1)

-

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

  • 78 -

(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 21, 2022, the dividend allocation is NT$ 1.9 per share of cash dividend, and it would be proposed for discussion at the general shareholders’ meeting on June 16, 2022.

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

  3. (VIII) Compensation of Employees, Directors, and Supervisors

  4. A 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.

  5. B 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 2021 was NT$ 38,902,559, and the estimated amount of directors was NT$ 16,715,943. The employee remuneration

  6. 79 -

is calculated at 1.28% of pre-tax profits before deducting the distributed employee and director remuneration in 2021; the director remuneration is calculated at 0.55% of pre-tax profits before deducting the distributed employee and director remuneration in 2021.

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.

  • C Information on any approval by the Board of Directors of distribution of compensation:

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

    • 1.1 Employee Cash Remuneration NT$ 38,902,559.

    • 1.2 Employee Stock Remuneration NT$ 0.

    • 1.3 Director Remuneration NT$ 16,715,943.

    • 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 2021 annual fiscal report.

  • (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

  • D Actual allocation status of employee, director and supervisor remunerations for the previous fiscal year

  • The distribution of cash remunerations to employees in 2020 was NT$ 49,920,653 and remunerations to directors were NT$ 21,965,087. It had no difference with the employee and director remunerations in the 2020 annual fiscal report.

(IX) Buyback of Treasury Stock: None.

II. Corporate Bonds: None.

III. Preferred Shares: None.

  • 80 -

IV. Issuance of Global Depository Receipts (GDRs): None.

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 by shareholders 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,
2022
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)
2021 Highest -
Lowest -
Average -
As of March
31, 2022
Highest -
Lowest -
Average -
  • 81 -

  • V. Employee Stock Options: None.

  • VI. Employee Restricted Stock: None.

  • VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company: None.

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.

  • 82 -

Chapter 5. Operational Highlights

I. Business Activities

  • (I) Business Scope:

  • Mainly engaged in manufacturing and sales of nutritious foods, edible oil, dairy products and beverages.

  • Main products and business percentage

Product Category
Nutritious Foods
Cooking products Food
Others
Total
2021
Percentage
32%
52%
16%
100%
  • (II) Industry Overview:

  • Current State and Development of the Industry

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

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

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

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

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

  2. (1) Upstream: agriculture, animal husbandry, food packaging materials industry, bio-technology raw materials, etc.

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

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

  5. Trends in the development of various products

  6. (1) Moving towards a new way of pandemic control, consumers pay more attention to the care of the body and the improvement of immunity, making healthrelated industries continue to flourish. Functional products with the health care appeal try to earn consumers' recognition and purchases.

  7. (2) The changes in family structure and the pandemic have resulted in new shopping patterns. Products with exquisite and compact design and offering

  8. 83 -

convenience, such as ready-to-eat foods or portable health foods, will attract more small families and younger consumers.

  - (3) The growing health and eco-friendly awareness has made products with appeals such as purity, nature, little additives and eco-friendly packaging become the mainstream of consumption.  We rigorously control product safety and quality, and prioritize environmental protection during the production to fulfill our responsibilities for a sustainable environment.
  1. Competitive situation

    • (4) Many food and technology companies have continued to commit resources to occupy the market of health and nutrition products. In the face of fierce competition, we try to gain insight into consumer needs, and innovate to develop effective, fast, convenient, high-quality and safe nutrition food and health products, hoping to maintain our market competitiveness.

    • (5) New types of consumption habits drive the improvement and transformation of digital technology, and we use big data analysis and flexible and effective marketing strategies to expand to new consumer segments and market niches.

    • (6) It may be difficult to ease down tension in the global supply chain in a short period of time, and rising costs and supply shortage of raw materials are important issues in the industry. We adopt risk management and flexible operations to reduce the impact of the overall environment.

  2. (III) Technology and R&D Overview

  3. R&D expenses incurred in the previous year and as of the date of publication of the annual report

e annual report
Unit: NT$ thousand
2021 As of April 30, 2022
Amount 177,876 52,437
  1. Technologies and products that have been successfully developed with R&D expenses incurred in the most recent year and as of the date of publication of the annual report:

  2. (1) Upgrading of products

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

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

  • (2) Launch of new products

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

We make nutritious foods and health products that meet the different needs of the whole family, and also develop new products that cater to modern family structures and the younger generations, such as "TDHB " series collagen beauty drink for natural beauty, the nutritious, delicious and low-calorie "Great

  • 84 -

Day" series soup porridge, Comprehensive Meal series products with more flavor choices, and prepared oatmeal cereal series with more nutritious cereal combinations.

  • (3) Process improvement

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

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

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

  • (4) Quality improvement

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

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

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

  - (1) Research and development of functional products.

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

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

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

  - (5) Upgrading of nutrition of existing products.

  - (6) Discussion and research of innovative technology.

  - (7) Establishment and application of analysis method.

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

  - (9) The study of the preparation of new prebiotics and test of their characteristics.
  • (IV) Long-term and Short-term Business Development Plans

  • Long-term Business Development Plans

    • (1) Continue brand building and gain insight into the consumption needs of people in all ages. Maintain the customer base of senior citizens, and attract the younger generations of consumers to become " every family's nutrition and health partner. ".

    • (2) Refine R&D and production capabilities and improve product differentiation capabilities.

    • (3) Adhere to the philosophy of sustainable enterprise development, continue to cultivate talents, and value environmental protection, social responsibility and corporate governance. Continue to cultivate the market Taiwan and carry out overseas market expansion plans.

  • Short-term Business Development Plans

  • 85 -

  • (1) Continue developing new products, upgrading products and improving quality in order to respond to market changes and meet consumers' diverse needs for nutritional and health products.

  • (2) Implement digital transformation to enhance technological operations, so as to effectively strengthen the operations strategy and overall performance.

  • (3) Strengthen the flexible management of the supply chain and improve the operational efficiency and control capabilities to reduce the impact caused by emergencies in the overall environment.

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 oat products include instant oats, 3-in-1 oats, bagged and canned oat powder and oat beverages. As our products are made with the highest standards and quality and we have obtained many health food certifications, our delicious, nutritious and healthy products have always been loved and trusted by consumers. Because to this, we have long been a leading brand in Taiwan’s oat market.
  • (2) Future market demand & supply status and growth Taiwan’s oat market has been steadily developing. With the changes in lifestyle and an emphasis on health and food safety, convenient, quick, natural nutrition and a variety of flavors are the leading demands of consumers. To respond to the demand and competitiveness of the future market, we will continue to develop new products and technology to fulfill the requirements of consumers.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures In view of the trends in health while expanding the popularity among the young generation, grain products launched by the Company are both delicious and nutritious. These products are: Oat soup and cornflakes, hoping to satisfy consumers of all ages. Consequently, we help consumers improve their health through launching healthy and nutritious grain products.

    • Many Quaker oat products have been highly recognized and received Clean Label, AA Clean Label certifications and iTQi Superior Taste Award. In the future, we will continue to cultivate our oat categories and develop oat products with better quality, meeting the health requirements of different groups.

Healthcare products

  • (1) Market share

  • A series of products such as Ginseng Drink, Advanced Glucosamine Drink, Ganoderma Drink, Lutein, Edible Bird’s-Nest, 4-Herbs Drink and Essence of Chicken 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 With the increasing health-awareness of Taiwanese consumers and a population structure that has moved into an aging society, together with the impact of COVID-19, people are now more conscious about their health. As a result, the health food market is growing year by year. As the younger

  • 86 -

generation are now growing up in an environment that promotes health, they pay more attention to their health, increasing their need for efficiency and convenience. Consequently, we are making an effort to expand the use of health products by young people.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures At Standard Foods, we are committed to providing consumers with higher quality, professional, innovative and effective products. Given this, we strive for providing diverse health products suitable for the whole family. For our health drink series, we carefully select premium and highly beneficial ingredients from both the East and West and extract their essence to meet the health requirements of modern consumers. This way, people are able to build themselves a healthy foundation. We have launched the EXX series health product tailor-made for immediate benefit that is convenient to carry, boosting people’s health at any key moment, enabling them to stay their best at all times. Aside from the EXX Capsule series, EXX Lutein Drink, we launched the EXX Collagen Drink at the end of 2021 to provide a personalized product targeting the health needs of different consumers.

  • To help fulfill the needs of different life stages, we create products with no additives or burden to the body and are easily absorbed. At the same time, we will also expand our consumer group to the younger generation to further expand popularity, continuing to be the best choice to look after the health of the whole family.

Adult milk powder

  • (1) Market share

  • In response to people’s daily nutritional and health needs, we have successfully established a leading position for ourselves in the adult low skim milk powder market with our functional products. We provide various nutritional supplements that are suitable for the whole family, women-exclusive and over 50 years old for consumers of different groups. By doing this, we are able to further maintain a leading position in the low skim milk powder market.

  • (2) Future market demand & supply status and growth With people’s busy lifestyle nowadays, milk powder is a convenient nutritional supplement that is easy to keep. Alongside the development of various nutritional needs, milk powder products for adults continue to grow in the market. In response to the increase in older people, demand for functional nutritional products will continue to grow. To provide functional products with higher value, manufacturers are taking a proactive approach to launch new products in terms of dairy powder raw materials, nutritional composition and flavor.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures At present, the Company has different star products in each of its three milk powder series. For people over 50 years old, we have Quaker High Calcium Non Fat Milk Powder Probiotics – the first product in Taiwan with double national health food certification. Our Quaker High Calcium Glucosamine Milk Powder with three major nutritional focuses to supplement the mobility

  • 87 -

of older people. With the increasing demand of nutrition by older people, the performance of these two products continues to grow steadily. Meanwhile, we continue to upgrade our Quaker High Calcium Family Milk Powder to provide more key nutritional value to fulfill the needs of the whole family. Meanwhile, our long-time selling product, Quaker High Calcium High Iron Milk Powder, continues to meet the beauty and nutritional needs of women. We adhere to the philosophy of pursuing good nutrition and are constantly developing milk powder products in order to fulfill the daily needs of men, women and children for both nutrition and taste.

Special nutritious product

  • (1) Market share

  • The Quaker Complete Enhanced Nutrition series approved by the Ministry of Health and Welfare, comes in a variety of flavors including sugar-free and vanilla low-sugar. Our diabetic formula products are recommended by physicians and diabetics, with a number of leading products in the market.

  • (2) Future market demand & supply status and growth According to the National Development Council, Taiwan will enter a “superaged society” by 2025, where 20% of people in Taiwan will be over the age of 65. Not only do senior citizens have requirements for chronic and special diseases, due to the deterioration of their teeth and physiological functions, they also need complete balanced nutrition to look after their health. Based on this, our special nutrition formula for adults will become a source of nutrition for senior citizens.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures We offer a wide range of our Complete Enhanced Nutrition series, including balanced, diabetic, renal, oncological and tubular irrigation products. Each bite of nutrition has been carefully calculated for different consumer groups, enabling them to enjoy balanced nutrition more efficiently. Quaker’s R&D team has developed sugar-free products to align with the current trend of health awareness. Our diverse products, including the vegetable protein flavor made with an all-vegetarian formula with soy as the main source of protein and advanced HMB formula, are designed to fulfill the nutritional needs of different consumers. Meanwhile, we continue to develop products that benefit the nutrition and health of Taiwanese people, helping consumers maintain their strength and health and live their life to the fullest.

Edible oils:

(1) Market share

  • Edible oil is a source of Taiwanese 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. Due to COVID-19, the likelihood for people to cook at home increased in 2021. The overall market for our edible oil series has grown, with the number 1 market share.

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

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Consumers’ approaches toward the prevention of COVID-19 have changed their behaviors, making them more willing to cook at home. Coupled with the emphasis on quality, safety and health awareness, consumers now not only pay attention to healthy and pure quality, their awareness on diversified oil use has also increased. Based on this concept, people are now more inclined to get balanced nutrition through different types of oils and fatty acids. In the future, our overall market will move toward the use of refined oil as high-quality and premium products will be more easily favored by 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 Less burden 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 face of rising international raw material prices, we will continue to insist on quality first and product upgrades as well as striving for innovation and constant research and expanding into different consumer groups, such as young families. By doing this, we are able to offer Taiwanese families better and more diverse choices in edible oils.

Baby Food

  • (1) Market share

  • At Standard Foods, we consider the nutritional needs of infants and toddlers as fundamental. Given this, we constantly provide mothers and babies the nutritional elements they require throughout all stages using advanced technology and a variety of crucial nutritional elements to help in their development. Not only have we gained a solid position in the infant and toddler formula market, but we are also the leader in baby food, trusted by most parents.

  • (2) Future market demand & supply status and growth Although the birthrate in Taiwan is getting lower each year, parents are more willing to invest in high quality, nutritious and diversified products as a means to lay the foundation for their babies. Based on this notion, we continue to enhance nutrition and safety of our products, which are close to breast milk without any additives. Furthermore, we accommodate the needs of children at different stages of growth by providing highly safe and nutritious infant and toddler products.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures At Standard Foods, we are committed to pursuing good nutrition and have always developed infant and children food under professional and strict quality control. Not only the intestinal health of babies is looked after by our Grow Up Milk with Probiotics (imported from Denmark and the only milk powder in Taiwan to have the national health food certification), but we have also launched our Advanced Infant Formula series to help baby’s learning development. Furthermore, we are also committed to developing baby’s first food. Not only the pure and safe organic rice extracts series have been

  • 89 -

introduced to the public, with our expertise on nutrition, we have also entered the baby porridge market. By this, we hope to fulfill modern parents’ needs on baby food diversification. For older children, there are also Must and Elementary Students series available for nutritional supplements. As an expert for baby’s nutrition, we make every effort to meet the nutritional needs of children of all stages, from infants, toddlers to children, so that they have full confidence in us with every bite they take.

Refrigerated Food (Fresh Delight)

  • (1) Market share

  • With FreshDelight’s deep cultivation in the market for many years, it has reached nearly 6 million households in Taiwan. Dairy products of FreshDelight are quality and diverse, meeting the nutritional needs of the whole family. As well as this, FreshDelight’s functional milk ranks number one in terms of market share.

  • (2) Future market demand & supply status and growth As dairy beverages are popular among households in Taiwan, the repurchase frequency is at the same time high and stable. In a bid to strengthen brand loyalty and promote product upgrade, while correspond to the change in spending pattern in the post-COVID-19 era, the expansion of the coverage of brand services will become the core drive of brand growth. In addition, given that there are many types of functional dairy products in the market, the demand continues to grow steadily. As there is a growing demand for young people to have balanced nutrition through the intake of functional dairy products, market sales are likely to grow.

  • (3) Favorable factors and unfavorable factors of competitive niches and development prospect as well as countermeasures We take the health of our consumers very seriously. Through the most modern food technology, we are able to preserve the most nutritious ingredients for products including FreshDelight fresh milk, functional milk, flavored milk drinks, yogurt drinks and yogurt.

  • FreshDelight milk sources are strictly managed to ensure that there are no quality and safety concerns in each process. FreshDelight Whole Milk is the only brand with its entire series of products (including fresh milk and ESL milk) in Taiwan to have received the ITQI Superior Taste Award for both quality and flavor.

  • Taking into account different varieties of functional dairy products in the market, we center on needs of young and healthy groups. Dairy, fermented and functional products launched by FreshDelight accommodate the diverse need for different consumer groups.

Agent product(Candies)

  • (1) Market share

The confectionery market as a whole was briefly impacted by COVID-19 and has recovered. The brands which the Company is an agent for continue to grow, ranking second in the market share.

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

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With many brands available in the confectionery market, the competition is fierce. Due to this, consumers now prefer fun candy, and products that are not only tasty but also interesting tend to be more and more popular these days. On the other hand, we can also see the trend for functional and healthy confectionery, as consumers are inclined to achieve health goals through a lower threshold.

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

  • To be able to continue to introduce new products and quick marketing plans have become relatively essential in terms of sales of confectionary products. Considering this, we aim to bring trends around the world into Taiwan by becoming an agent for international brands.

  • In addition to stablishing existing consumer groups, we will strive for the introduction of new products and packaging to correspond with seasons and festivals. As well as this, we will also work together with online and offline channels to initiate activities in a thematic approach to expand customer groups and generate sales.

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 main products
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.
  • 91 -

  • 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 → hightemperature 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 by domestic suppliers
Electronic components
(subsidiary-Domex Corp.)
Supplied by domestic agents of international
manufacturers and domestic suppliers
  • 92 -

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

  1. Information of main customers in the past two years Unit: NT$ thousand
2020 2020 2020 2021 2021 2021 As of March 31, 2022 (Note 2) As of March 31, 2022 (Note 2) As of March 31, 2022 (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)

4,703,282

13.6
Company A
(Note 1)

4,388,023

12.8
Company A
(Note 1)

1,054,655

15.7
Company B
(Note 1)

3,567,755

10.4
Others 29,762,962
86.4
Others 26,351,266
76.8
Others 5,675,800
84.3
Net sales 34,466,244
100.0
Net sales 34,307,044
100.0
Net sales 6,730,455
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

2020 2020 2020 2021 2021 2021 As of March 31, 2022 (Note 2) As of March 31, 2022 (Note 2) As of March 31, 2022 (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)
3,021,695
12.3
Company A
(Note 1)
5,016,149 20.2 Company A
(Note 1)
957,994
20.6
Others 21,477,632
87.7
Others
19,810,079 79.8 Others 3,688,172
79.4
Net
purchase
24,499,327
100.0
Net
purchase
24,826,228 100.0 Net
purchase
4,646,166
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.

  • 93 -

(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

2020
2021
Main Products Production
Capacity
Production
Volume
Production
Value
Production
Capacity
Production
Volume
Production
Value
Nutritious Foods 131,854.00
112,556.79

11,985,350

134,179.60

108,173.05
11,193,536
Cooking products Food 669,676.00
393,116.27

18,045,428

669,676.00

230,170.30
11,981,595
Others (Note 1)
9,512.70

425,265

(Note 1)

7,612.31
351,477
-
1,500,731.00
(Note 2)

3,018,787

-
1,812,354.00
(Note 2)
3,564,943
Total 801,530.00 515,185.76
33,474,830
803,855.60 345,955.67 23,526,608
1,500,731.00
(Note 2)
1,812,354.00
(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

2020

2020

2020

2020
2021 2021 2021 2021
Domestic Sales Foreign Sales Domestic Sales Foreign Sales
Volume Value Volume Value Volume Value Volume Value
Nutritious Foods
111,744.50

11,897,604

657.50

71,263

106,432.10

11,002,284

613.30

74,565
Cooking
products Food
24,112.30
1,989,468

378,460.30

16,490,039

25,820.20

2,227,444

315,812.50

15,556,364
Others 9,245.80
3,504,934


0.00
512,936


7,308.60
4,046,958


0.00
1,399,429



0.00
(Note 1)

445,558.00
(Note 1)

0.00
(Note 1)

464,941.00
(Note 1)
1,083,129.00
(Note 2)
248,192.00
(Note 2)
1,404,049.00
(Note 2)
282,033.00
(Note 2)
Total 145,102.60
17,392,006

379,117.80
17,074,238
139,560.90
17,276,686
316,425.80
17,030,358



0.00
(Note 1)

445,558.00
(Note 1)

0.00
(Note 1)

464,941.00
(Note 1)
1,083,129.00
(Note 2)
248,192.00
(Note 2)
1,404,049.00
(Note 2)
282,033.00
(Note 2)

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

  • 94 -

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

Year Year 2020 2021 As of April 30, 2022
Number of
Employees
Employees 2,699
2,554

2,349
Employees 1,057
954

909
Total 3,756
3,508

3,258
Average Age 36.76
37.38

38.48
Average Service Year 6.42
6.28

7.37
Academic
distribution ratio
PhD 15
11

10
Master 244
232

232

Bachelor
1,977
1,905

1,801
High school 1,322
1,058

956
Below high school 198
302

259

Note: Including foreign workers

  • 95 -

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.

  1. In 2021 and up to the date of publication of the annual report, unusual environmental penalty cases of Standard Foods:

  2. (1) No fines were incurred due to environmental abnormalities in Dayuan Plant.

  3. (2) No fines were incurred due to environmental abnormalities in Zhongli Plant.

  4. (3) No fines were incurred due to environmental abnormalities in Hsinchu Plant.

  5. Environmental protection equipment expenditure (1) NT$600,000 for maintenance of sludge dewatering machine in Dayuan Plant in June 2021.

  6. (2) NT$4.5 million for additional back-end chemical pressurized flotation system for wastewater in Zhongli Plant in July 2021.

  7. 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.

(1) Dayuan Plan

(1) Dayuan Plan
Year 2022 2023 2024
Content of proposed
procurement of
pollution prevention
equipment or
expenditures
Environmental
equipment operating
expenses and garbage
treatment expenses

Environmental
equipment operating
expenses and garbage
treatment expenses
Environmental
equipment operating
expenses and
garbage treatment
expenses
Expected
improvement
Maintain the normal
operation of
environmental
equipment and
garbage removal
Maintain the normal
operation of
environmental
equipment and
garbage removal
Maintain the normal
operation of
environmental
equipment and
garbage removal
Amount NT$18,900,000 NT$19,640,000 NT$19,640,000

(2) Zhongli Plant

(2) Zhongli Plant
Year 2022 2023 2024
Content of proposed
procurement of
pollution prevention
equipment or
Environmental
equipment operating
expenses and garbage
treatment expenses

Environmental
equipment operating
expenses and garbage
treatment expenses
Environmental
equipment operating
expenses and
garbage treatment
  • 96 -
expenditures Heat pump sludge
dryers installed
expenses
Expected
improvement
Maintain the normal
operation of
environmental
equipment and
garbage removal
Maintain the normal
operation of
environmental
equipment and garbage
removal

Maintain the normal
operation of
environmental
equipment and
garbage removal
Sludge water content
reduction.
Amount NT$5,450,000 NT$10,650,000 NT$5,450,000

(3) Hsinchu plant

(3) Hsinchuplant
Year 2022 2023 2024
Content of proposed
procurement of
pollution prevention
equipment or
expenditures
Environmental
equipment operating
expenses and garbage
treatment expenses

Environmental
equipment operating
expenses and garbage
treatment expenses
Environmental
equipment operating
expenses and
garbage treatment
expenses
Newly established
sludge dryers and
settlingtanks
Expected
improvement
Maintain the normal
operation of
environmental
equipment and
garbage removal
Maintain the normal
operation of
environmental
equipment and garbage
removal

Maintain the normal
operation of
environmental
equipment and
garbage removal
Sludge water content
reduction and sludge
sedimentation rate
increase.
Amount NT$20,530,000 NT$9,890,000 NT$9,890,000

4. 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),

  3. 97 -

including life insurance, accident insurance, medical insurance and cancer insurance. The Company pays for these insurances in full amount.

  1. Annual bonus and annual bonus issued according to company's operation and performance.

  2. Regular physical examination for employees.

  3. 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.

  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

We have a retirement plan in place for full-time 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 2021 were NT$ 7,520 thousand. At Standard Foods Group, we consider talent one of our most important assets and deeply believe that all employees can contribute their strengths and potential through constant learning and progressing. By growing together with the Company, we are one step closer to achieving sustainable management. To realize the idea of mutual growth of the Company and employees, we enable our employees to develop through various training projects. Our education and training system includes physical courses and online digital learning courses. Our employees are able to enjoy multiple learning channels through building an integrated education and training environment. The Company has exclusive training

  • 98 -

roadmap for each department depending on the function and skill requirements of the job. At the same time, through a training system of internal instructors and coaching process of managers, technical experience is able to be passed down and core knowledge developed. By taking this approach, we facilitate the combination of the Company’s growth and employees’ personal development requirements, achieving the goal of cultivating and retaining talent.

With an aim for new employees to quickly understand and integrate into Standard Foods, we arrange a series of general courses, new recruit orientation and sharing and basic professional courses. By taking this approach, we allow newcomers to swiftly adapt to the organizational culture and professional requirements of their work. To improve the professionalism of our colleagues, the business and marketing teams also provide a series of training through internal and external professional instructors. To ensure refined production quality and efficiency, the Supply Chain Center continues to foster Total Productive Maintenance (TPM) training and coaching by the formulation of an annual theme, project implementation and presentation of results. This way, the effectiveness of our colleagues’ learning is reflected in the work.

We aim for joint growth with our employees and are committed to building a diverse learning environment. Aside from physical training courses, we also provide flexible learning by introducing external online learning resources to align with requirements of professional functions and skills. In the future, we will continue to use this method as the foundation to strive for creating a learning organization that is highly flexible and knowledgeable.

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. Each year, we pass the above two major system audits with high standards to ensure the systems are working well and requirements met.

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.

  • 99 -

  • (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.

5.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.

  • 100 -

  • (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.

6.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 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.

  • 101 -

VI. Major Agreements

April 30, 2022

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)
Supply and
Sales
Contract
Welfare Division
of the Ministry
of National
Defense

2020.10.23-2021.10.22
(Note 3)
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: Renewal of contract per year.

  • 102 -

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,
2022 (Note 1)
2017 2018 2019 2020 2021
Current assets 15,496,940
17,107,047

18,513,185

21,125,786

20,451,335

18,697,833
Property, plant and
equipment
5,676,084
5,478,238

5,125,312

4,201,645

4,333,681

4,369,510
Intangible assets 78,066
73,050

68,087

106,208

102,981

104,850
Other assets 1,458,398
1,339,321

1,781,681

2,390,223

3,401,143

3,541,392
Total asset value 22,709,488
23,997,656

25,488,265

27,823,862

28,289,140

26,713,585
Current
liabilities
Before
distribution
7,137,271
7,510,934

7,682,083

8,955,895

8,984,180

7,058,196
After
distribution
8,967,450
9,798,658

10,107,070

11,243,619

(Note 2)

(Note 2)
Non-current liabilities 548,609
446,397

855,491

852,340

827,743

746,930
Total
liabilities
Before
distribution
7,685,880
7,957,331

8,537,574

9,808,235

9,811,923

7,805,126
After
distribution
9,516,059
10,245,055

10,962,561

12,095,959

(Note 2)

(Note 2)
Equity attributable to
owners ofparent company
14,785,740
15,806,926

16,678,127

17,684,488

18,037,190

18,528,394
Share capital 9,150,897
9,150,897

9,150,897

9,150,897

9,150,897

9,150,897
Capital surplus 83,124
93,045

109,718

127,392

144,066

144,066
Retained
earnings
Before
distribution
5,833,327
6,915,111

8,016,188

8,782,873

8,953,485

9,280,530
After
distribution
4,003,148
4,627,387

5,591,201

6,495,149

(Note 2)

(Note 2)
Other equity (260,426) (330,945) (577,494) (355,492) (190,076) (25,917)
Treasurystock (21,182) (21,182) (21,182) (21,182) (21,182) (21,182)
Non-controllingInterests 237,868
233,399

272,564

331,139

440,027

380,065
Total equity Before
distribution
15,023,608
16,040,325

16,950,691

18,015,627

18,477,217

18,908,459
After
distribution
13,193,429
13,752,601

14,525,704

15,727,903

(Note 2)

(Note 2)

Note 1: Reviewed by independent auditors.

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

  • 103 -

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, 2022 (Note 1)
2017 2018 2019 2020 2021
Operatingrevenue 26,477,924
27,340,587

31,266,232

34,466,244

34,307,044

6,730,455
Grossprofit 7,399,955
8,254,345

9,631,013

9,609,454

8,231,860

1,471,201
Operating profit(loss) 2,794,878
3,149,836

4,423,873

4,044,179

2,981,585

401,998
Non-operating revenue
and expenses
(49,475)
526,396

124,661

244,532

171,429

30,652
Profit before income tax 2,745,403
3,676,232

4,548,534

4,288,711

3,153,014

432,650
Net income from
continuingoperations
2,209,909
2,968,307

3,454,836

3,255,830

2,501,106

332,947
Loss from discontinued
operations
-
-

-

-

-

-
Net Income (Loss) 2,209,909
2,968,307

3,454,836

3,255,830

2,501,106

332,947
Other comprehensive
income for the period
(after tax)
(214,628)
(138,749)

(256,189)

240,351

265,038

98,295
Total comprehensive
income for theperiod
1,995,281
2,829,558

3,198,647

3,496,181

2,766,144

431,242
Net Income Attributable
to Shareholders of the
Parent
2,173,044
2,949,089

3,416,097

3,212,801

2,456,628

327,045
Net Income Attributable
to Non-controlling
Interests
36,865
19,218

38,739

43,029

44,478

5,902
Comprehensive Income
Attributable to Owners of
the Parent
1,964,868
2,813,107

3,142,252

3,413,674

2,623,752

491,204
Comprehensive Income
Attributable to Non-
controllingInterests
30,413
16,451

56,395

82,507

142,392

(59,962)
Earnings per Share
(Note 2)
2.39
3.25

3.76

3.54

2.70

0.36

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.

  • 104 -

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
2017 2018 2019 2020 2021
Current assets 5,266,070
6,625,406

7,306,207

7,566,635

7,866,766
Property, plant and equipment 1,409,677
1,420,548

1,372,629

1,352,887

1,341,650
Intangible assets 3,375
1,672

2,943

13,660

21,101
Other assets 10,295,641
10,308,831

10,914,409

11,651,568

11,819,806
Total asset value 16,974,763
18,356,457

19,596,188

20,584,750

21,049,323
Current
liabilities
Before
distribution
2,220,075
2,384,532

2,326,250

2,384,532

2,408,678
After
distribution
4,507,799
4,809,519

(Note 1)

4,809,519

(Note 1)
Non-current liabilities 398,788
329,456

533,529

574,012

603,455
Total liabilities Before
distribution
2,549,531
2,918,061

2,900,262

2,918,061

3,012,133
After
distribution
4,837,255
5,343,588

(Note 1)

5,343,588

(Note 1)
Share capital 9,150,897
9,150,897

9,150,897

9,150,897

9,150,897
Capital surplus 83,124
93,045

109,718

127,392

144,066
Retained
earnings
Before
distribution
6,915,111
8,016,188

8,782,873

8,016,188

8,953,485
After
distribution
4,627,387
5,591,201

(Note 1)

5,591,201

(Note 1)
Other equity (260,426) (330,945) (577,494) (355,492) (190,076)
Treasurystock (21,182) (21,182) (21,182) (21,182) (21,182)
Total equity Before
distribution
15,806,926
16,678,127

17,684,488

16,678,127

18,037,190
After
distribution
13,519,202
14,253,140

(Note 1)

14,253,140

(Note 1)

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

  • 105 -

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
2017 2018 2019 2020 2021
Operating revenue 11,259,683
12,187,907

13,139,944

13,184,535

12,496,867
Gross profit 3,689,421
4,082,297

4,670,008

4,729,064

4,551,605
Operating profit (loss) 2,136,045
2,370,064

2,955,225

2,847,983

2,658,454
Non-operating revenue and
expenses
427,729
1,117,097

1,228,861

1,073,384

326,112

Profit before income tax
2,563,774
3,487,161

4,184,086

3,921,367

2,984,566
Net income from continuing
operations

2,173,044

2,949,089

3,416,097

3,212,801

2,456,628
Loss from discontinued
operations
-
-

-

-

-

Net Income (Loss)
2,173,044
2,949,089

3,416,097

3,212,801

2,456,628
Other comprehensive
income for the period
(after tax)
(208,176)
(135,982)

(273,845)

200,873

167,124
Total comprehensive
income for the period
1,964,868
2,813,107

3,142,252

3,413,674

2,623,752

Earnings per share (Note 1)
2.39
3.25

3.76

3.54

2.70

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
2021 Deloitte & Touche Tza-Li Gung, Han-Ni Fang Unmodified opinion
2020 Deloitte & Touche Tza-Li Gung, Chih-Yuan Chen Unmodified opinion
2019 Deloitte & Touche Tza-Li Gung, Ching-Chiang Yang Unmodified opinion
2018 Deloitte & Touche Tza-Li Gung, Ching-Chiang Yang Unmodified opinion
2017 Deloitte & Touche Ting-Chen Hsü, Tza-Li Gung Unmodified opinion
  • 106 -

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,
2022 (Note)
2017 2018 2019 2020 2021
Financial
Structure
(%)
Debt-to-asset ratio (%) 33.84
33.16

33.50

35.25

34.68

29.22
Ratio of long-term capital to
property, plant, and equipment
(%)
274.35
300.95

347.42

449.06

445.46

449.83
Debt service
ability
Current ratio (%) 217.13
227.76

240.99

235.89

227.64

264.91

Quick ratio (%)
129.47
150.05

175.10

160.32

146.09

161.31
Interest coverage ratio (%) 37.26
46.53

98.03

84.54

65.33

53.26
Operating
Ability
Accounts receivable turnover
rate (times)
5.11
4.86

4.96

5.41

5.71

5.45
Average days for cash receipts 71.42
75.10

73.58

67.46

63.92

66.97
Inventory turnover rate (times)
4.31

4.36

5.51

5.67

4.82

3.71
Accounts payable turnover
rate (times)
9.96
9.76

9.28

10.87

10.45

9.03
Average days for sale of goods 84.68
83.71

66.24

64.37

75.72

98.38
Property, plant, and equipment
turnover rate (times)
5.11
4.90

5.90

7.39

8.04

6.19
Total assets turnover rate
(times)
1.19
1.17

1.26

1.29

1.22

0.98
Profitability Return on total assets (%) 10.21
12.99

14.11

12.37

9.06

4.94
Return on equity (%) 15.01
19.11

20.94

18.62

13.71

7.12

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

30.00

40.17

49.71

46.87

34.46

18.91
Net profit margin (%) 8.35
10.86

11.05

9.45

7.29

4.95
Earnings per share (NT$) 2.39
3.25

3.76

3.54

2.70

0.36
Cash Flows Cash flow ratio (%) 35.62
35.14

65.43

27.13

42.40

1.18

Cash flow adequacy ratio (%)
88.34
101.02

118.09

97.00

107.39

110.44
Cash reinvestment ratio (%) 5.88
3.93

13.12

-

6.96

0.38
Leverage Operating leverage 1.49
1.47

1.46

1.57

1.72

2.09
Financial leverage 1.03
1.03

1.01

1.01

1.02

1.02
Reasons for changes in financial ratios in the most recent two years:
(I)
The decrease in times interest earned in 2021 was mainly due to a slight decrease in operating profit, resulting in a decrease
net income before tax.
(II) The decrease in return on assets ratio, return on equity ratio, ratio of profit before tax to paid-in capital, and net profit margin
ratio in 2021 was mainly due to a slight decrease in operating profit, resulting in a decrease in net income before and after
tax.
(III) The decrease in the EPS (NTD) in 2021 was mainly due to a decrease in net income for the period compared to the same
period last year.
(IV) Theincreaseincash flowratioin 2021wasmainly due to an increasein net cash flowfromoperating activities.

Note: Reviewed by CPAs.

  • 107 -

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
2017 2018 2019 2020 2021
Financial
Structure
(%)
Debt-to-asset ratio (%) 12.90
13.89

14.89
14.09 14.31
Ratio of long-term capital to
property, plant, and equipment (%)
1,077.16
1,135.93

1,253.92

1,349.60

1,389.38
Debt
service
ability
Current ratio (%) 294.16
298.43

306.40

325.27

326.60
Quick ratio (%) 170.75
202.26

214.80

238.03

240.25
Interest coverage ratio (%) -
5,091.75

3,125.78

3,618.50

3,541.41
Operating
Ability
Accounts receivable turnover rate
(times)
5.74
5.97

5.91

5.98

6.16
Average days for cash receipts 63.58
61.13

61.75

61.03

59.25
Inventory turnover rate (times) 4.05
4.36

4.51

4.50

4.51
Accounts payable turnover rate
(times)
9.39
9.90

9.35

9.65

9.80
Average days for sale of goods 90.12
83.71

80.93

81.11

80.93
Property, plant, and equipment
turnover rate (times)
8.12
8.61

9.41

9.67

9.28
Total assets turnover rate (times) 0.67
0.69

0.69

0.66

0.60
Profitability Return on total assets (%) 12.98
16.70

18.01

16.00

11.81
Return on equity (%) 14.98
19.28

21.03

18.70

13.75

Ratio of Pre-tax Net Income to
Paid-in Capital
Ratio (%) (Note 5)
28.02
38.11

45.72

42.85

32.62
Net profit margin (%) 19.30
24.20

26.00

24.37

19.66
Earnings per share (NT$) 2.39
3.25

3.76

3.54

2.70
Cash Flows Cash flow ratio (%) 107.93
79.67

105.51

54.96

113.48

Cash flow adequacy ratio (%)
129.44
119.95

114.28

92.15

90.02
Cash reinvestment ratio (%) 3.09
(0.34)

1.18

(5.58)

2.14
Leverage Operating leverage 1.40
1.35

1.29

1.34

1.35
Financial leverage 1.00
1.00

1.00

1.00

1.00
Reasons for changes in financial ratios in the most recent two years:
(I) The decrease in return on assets ratio, return on equity ratio and ratio of profit before tax to paid-in capital in 2021 was
mainly due to a slight decrease in operating profit, resulting in a decrease in net income before and after tax.
(II) The decrease in the EPS (NTD) in 2021 was mainly due to a decrease in net income for the period compared to the same
period last year.
(III) The increase in cash flow ratio in 2021 was mainly due to an increase in net cash flow from operating activities.
(IV) The increase in cash reinvestment ratio in 2021 was mainly due to net cash from operating activities.

(I) The decrease in return on assets ratio, return on equity ratio and ratio of profit before tax to paid-in capital in 2021 was mainly due to a slight decrease in operating profit, resulting in a decrease in net income before and after tax.

(II) The decrease in the EPS (NTD) in 2021 was mainly due to a decrease in net income for the period compared to the same period last year.

(III)The increase in cash flow ratio in 2021 was mainly due to an increase in net cash flow from operating activities. (IV) The increase in cash reinvestment ratio in 2021 was mainly due to net cash from operating activities. Note 1: The following formulas should be outlined at the end of the annual report:

  1. Financial structure

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

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

  4. 108 -

liabilities)/Net value of property, plant, and equipment.

  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.

  19. 109 -

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 2021 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 Tza-Li Gung and Han-Ni Fnag of Deloitte & Touche, 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 2022

Standard Foods Corporation

Convener of the Audit Committee: Ben Chang

March 22, 2022

  • 110 -

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, 2021 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 28, 2022

  • 111 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Standard Foods Corporation

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

  • 112 -

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

Estimate of Return Liability

Standard Foods Corporation and its subsidiaries which are located in China mainly manufactures and sells nutrient-rich food, edible oil products, dairy products and beverages. Taking into account the current market conditions and the historical experience of its sales in the past, the Group 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 the 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, 2021 and 2020, on which we have issued an unmodified opinion.

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

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

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

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

  • 113 -

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.

  • 114 -

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

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

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

Notice to Readers

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

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

  • 115 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 25)
Trade receivables (Notes 10 and 25)
Trade receivable from related parties (Notes 25 and 32)
Finance lease receivables - current (Note 11)
Other receivables (Note 10)
Current tax assets (Note 27)
Inventories (Note 12)
Prepayments (Note 13)
Other current assets (Notes 19 and 33)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Financial assets at amortized cost - non-current (Note 9)
Property, plant and equipment (Notes 15 and 33)
Right-of-use assets (Note 16)
Investment properties (Notes 17 and 33)
Goodwill
Other intangible assets (Note 18)
Deferred tax assets (Note 27)
Finance lease receivables - non-current (Note 11)
Net defined benefit assets - non-current (Note 23)
Other non-current assets (Note 19)

Total non-current assets


LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 20 and 33)

Short-term bills payable (Note 20)

Contract liabilities - current (Note 25)

Notes payable (Note 21)

Trade payables (Note 21)

Trade payables to related parties (Note 32)

Other payables (Note 22)

Current tax liabilities (Note 27)

Lease liabilities - current (Note 16)

Other current liabilities (Notes 5 and 22)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 27)

Lease liabilities - non-current (Note 16)

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

Other non-current liabilities (Note 22)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS (Note 24)


Total equity


TOTAL
2021
Amount
%
$ 3,748,069
14
1,174,960
4
313,940
1
1,936,561
7
18,370
-
5,699,413
20
7,290
-
3,576
-
218,409
1
4,765
-
5,701,129
20
1,527,503
5

97,350

-

20,451,335
72

7,235
-
507,240
2
716,466
3
4,333,681
15
652,121
2
785,735
3
558
-
102,423
-
437,485
2
20,455
-
6,143
-

268,263

1


7,837,805
28

$ 28,289,140
100

$ 1,372,463
5

259,855
1

509,315
2

859,254
3

1,895,397
7

19,472
-

3,440,103
12

397,210
1

89,117
-

141,994

1



8,984,180
32



323,661
1

230,856
1

242,050
1

31,176

-



827,743

3



9,811,923
35



9,150,897
32


144,066

1


3,606,189
13

577,494
2

4,769,802
17


8,953,485
32


(190,076)

(1)


(21,182)

-


18,037,190
64


440,027

1


18,477,217
65


$ 28,289,140
100
2020








































































































Amount
%
$ 4,332,018
16

1,490,336
5

249,485
1

1,728,070
6

3,154
-

6,295,581
23

9,011
-

2,917
-

224,370
1

23,063
-

5,124,648
18

1,579,289
6

63,844

-
21,125,786
76

10,666
-

267,178
1

-
-

4,201,645
15

626,440
2

844,797
3

817
-

105,391
-

417,127
2

24,031
-

3,521
-

196,463

1

6,698,076
24
$ 27,823,862
100
$ 1,846,767
7

129,869
1

748,044
3

90,333
-

2,107,188
8

20,526
-

3,442,258
12

399,020
1

77,782
-

94,108

-

8,955,895
32

351,328
1

200,191
1

280,701
1

20,120

-

852,340

3

9,808,235
35

9,150,897
33

127,392

-

3,287,022
12

577,494
2

4,918,357
18

8,782,873
32

(355,492)

(1)

(21,182)

-
17,684,488
64

331,139

1
18,015,627
65
$ 27,823,862
100

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

  • 116 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE
Sales (Notes 25 and 32)

OPERATING COSTS
Cost of goods sold (Notes 12, 26 and 32)

GROSS PROFIT

OPERATING EXPENSES (Note 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
(Note 26)
Interest income
Other income
Other gains
Finance costs

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
2021
Amount
%
$ 34,307,044 100

26,075,184
76


8,231,860
24

4,054,211 11
1,023,005
3
177,876
1

(4,817)

-


5,250,275
15


2,981,585

9

105,660
-
60,338
-
54,442
-

(49,011)

-


171,429

-

3,153,014
9

651,908

2


2,501,106

7

3,515
-
304,523
1
2020



























Amount
%
$ 34,466,244 100

24,856,790
72

9,609,454
28

4,232,068 12

1,152,067
3

166,035
1

15,105

-

5,565,275
16

4,044,179
12

119,907
-

39,862
-

136,100
1

(51,337)

-

244,532

1

4,288,711 13

1,032,881

3

3,255,830
10

(26,831)
-

140,235
-
(Continued)
  • 117 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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

Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 27)

Total items that will not be reclassified
subsequently to profit or loss

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Income tax relating to the items that may be
reclassified subsequently to profit or loss
(Note 27)

Total items that may be reclassified
subsequently to profit or loss

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

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 28)
Basic
Diluted
2021
Amount
%
$ (2,148)

-


305,890

1

(51,015)
-

10,163

-


(40,852)

-


265,038

1

$ 2,766,144

8

$ 2,456,628
7

44,478

-

$ 2,501,106

7

$ 2,623,752
8

142,392

-

$ 2,766,144

8

$ 2.70
$ 2.70
2020























Amount
%
$ 5,347

-

118,751

-

151,809
-

(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




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

(Concluded)

  • 118 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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


BALANCE AT JANUARY 1, 2020

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

Appropriation of 2020 earnings
Legal 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, 2021
Other comprehensive income (loss) for the year ended
December 31, 2021, net of income tax

Total comprehensive income (loss) for the year ended December
31, 2021

BALANCE AT DECEMBER 31, 2021
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
Non-controlling
Interests
$ 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


-

-


(2,287,724)

-


16,674

-


-

(33,504)

2,456,628
44,478

167,124

97,914


2,623,752

142,392

$ 18,037,190
$ 440,027
Total Equity
$ 16,950,691

-

-

(2,424,987)

17,674

(23,932)
3,255,830

240,351

3,496,181

18,015,627

-

(2,287,724)

16,674

(33,504)
2,501,106

265,038

2,766,144
$ 18,477,217
Ordinary Shares Capital Surplus
$ 9,150,897
$ 109,718


-

-


-

-


-

-


-

17,674


-

-

-
-

-

-


-

-


9,150,897

127,392


-

-


-

-


-

16,674


-

-

-
-

-

-


-

-

$ 9,150,897
$ 144,066
Retained Earnings Total
$ 8,016,188


-


-


(2,424,987)


-


-

3,212,801

(21,129)


3,191,672


8,782,873


-


(2,287,724)


-


-

2,456,628

1,708


2,458,336

$ 8,953,485
Other Equity Total
Treasury Shares
$ (577,494)
$ (21,182)


-

-


-

-


-

-


-

-


-

-

-
-

222,002

-


222,002

-


(355,492)

(21,182)


-

-


-

-


-

-


-

-

-
-

165,416

-


165,416

-

$ (190,076)
$ (21,182)















Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (693,038)
$ 115,544


-

-


-

-


-

-


-

-


-

-

-
-

120,832

101,170


120,832

101,170


(572,206)

216,714


-

-


-

-


-

-


-

-

-
-

(40,651)

206,067


(40,651)

206,067

$ (612,857)
$ 422,781
















Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 2,945,412
$ 330,945
$ 4,739,831


341,610

-

(341,610)


-

246,549

(246,549)


-

-

(2,424,987)


-

-

-


-

-

-

-
-
3,212,801

-

-

(21,129)


-

-

3,191,672


3,287,022

577,494

4,918,357


319,167

-

(319,167)


-

-

(2,287,724)


-

-

-


-

-

-

-
-
2,456,628

-

-

1,708


-

-

2,458,336

$ 3,606,189
$ 577,494
$ 4,769,802

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

  • 119 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

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

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

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

Refund of financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets
2021
$ 3,153,014

605,138
77,892
(4,817)
42,047
49,011
(105,660)
(24,059)
20,862
259
(998)
276,351
(15,212)
565,283
1,721
5,990
(593,914)
45,750
(33,568)
(2,622)
(235,573)
768,540
(208,778)
(1,054)
6,719
70,363
(33,751)

4,428,934
105,543
(49,624)
(675,794)

3,809,059

(3,668,940)
2,744,087
(619,206)
3,968
(17,247)
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)
(Continued)
  • 120 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

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

Decrease in finance lease receivables

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

Net cash generated from (used in) investing activities

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

Net cash used in financing activities

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

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
$ 2,917

(82,902)
-
(53,969)
24,059

(1,667,233)

-
(467,003)
129,986
-
(83,532)
11,112
-
-
(2,304,554)

(2,713,991)

(11,784)

(583,949)
4,332,018

$ 3,748,069
2020
$ 2,775

-
83,674

(73,606)

9,809

202,065
440,344

-
29,901
(6,000)

(88,207)
-
(286)
(2,851)
(2,431,245)
(2,058,344)

52,219

626,115

3,705,903
$ 4,332,018

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

(Concluded)

  • 121 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

STANDARD FOODS CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

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

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

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

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 21, 2022.

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)

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.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendment to IFRS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”
Effective Date
Announced by IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)

Amendment to IFRS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 4) Contract”

  • Note 1: The amendments to IFRS 9 apply to exchanges or modification of terms of financial liabilities for annual reporting periods beginning after January 1, 2022; the amendments to IAS 41 “Agriculture” apply to annual reporting periods beginning after January 1, 2022 Fair value measurement of IFRS 1; the amendments to IFRS 1 “First application of IFRSs” apply retrospectively to annual reporting periods beginning after January 1, 2022.

  • Note 2: This amendment applies to business combinations whose acquisition date begins after January 1, 2022 during the annual reporting period.

  • 122 -

  • Note 3: This amendment applies to plant, property and equipment that is in the necessary location and condition for the manner in which management intends to operate after January 1, 2021.

  • Note 4: This amendment applies to contracts for which all obligations have not been fulfilled as of January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of other standards and interpretations will not have impact on the Group’s financial position and financial performance.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

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 12 ““Deferred Tax related to Assets and Liabilities
arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2022 (Note 4)
  • 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 will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: 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.

  • Note 4: The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred tax on temporary differences in lease and decommissioning obligations at January 1, 2022.

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.

  • 123 -

  • 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

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.

  • 124 -

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 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.

  • 125 -

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.

  • 126 -

  • 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, investment properties, 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.

  • 127 -

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 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.

  • 128 -

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

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.

  • 129 -

Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

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.

  • 130 -

  • 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.

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.

  • 131 -

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 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.

  • 132 -

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.

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.

  • 133 -

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

December 31 December 31


2021
$ 1,940
2,279,149
1,466,980

$ 3,748,069
2020
$ 2,336

4,258,398

71,284
$ 4,332,018

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

Bank balance
**December 31 **
2021
2020
0.001%-4.125% 0.001%-3.220%

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

December 31 December 31


2021
$ 1,146,721
28,239

$ 1,174,960
2020
$ 1,461,304

29,032
$ 1,490,336
(Continued)
  • 134 -
Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Listed shares

Domestic unlisted shares

December 31 December 31


2021
$ 4,991
2,244

$ 7,235
2020
$ 4,434

6,232
$ 10,666
(Concluded)

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

a. Investments in equity instruments at FVTOCI
Current
Listed shares and emerging market shares
Ordinary shares - Far Eastern International Bank

Ordinary shares - Chunghwa Telecom Co., Ltd
Ordinary shares - Formosa Plastics Corporation
Ordinary shares - China Steel Corporation
Ordinary shares - Polytronics Technology Corp.
Ordinary shares - Taiwan Semiconductor Manufacturing Co.,
Ltd.


Non-current
Listed shares and emerging market shares
Ordinary shares - GeneFerm Biotechnology Co., Ltd.

Unlisted shares
Ordinary shares - Dah Chung Bills Finance Corp.
Ordinary shares - InnoComm Mobile Technology Corp.
Ordinary shares - AsiaVest Liquidation Co.

December 31 December 31

2021
2020
$ 313,940
$ 249,485
$ 507,240
$ 267,178
**December 31 **





2021
$ 15,523

5,662
9,510
28,395
199,500

55,350

$ 313,940

$ 95,136

17,129
393,948

1,027

$ 507,240
2020
$ 15,374
5,297
8,815
19,881
152,418
47,700
$ 249,485
$ 62,423
14,918
188,784
1,053
$ 267,178
  • 135 -

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.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months

Non-current
Time deposits with original maturities of more than 3 months
December 31 December 31 December 31
2021
2020
$ 1,936,561
$ 1,728,070
December 31
2021
$ 716,466
2020
$ -

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.40%-4.13% and 0.35%-4.13% per annum as of December 31, 2021 and 2020, 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






2021
$ 18,370

$ 5,722,846
(23,433)

$ 5,699,413

$ 19,100
-
-
199,309

$ 218,409
2020
$ 3,154
$ 6,328,068

(32,487)
$ 6,295,581
$ 19,033

3,259

19,543

182,535
$ 224,370
  • 136 -

The average credit period of receivables from sales of goods was 30-90 days. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix 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, 2021


Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2020

Expected credit loss rate
Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost
Not Past Due
0.02%
$ 5,148,907

(1,237)

$ 5,147,670

Not Past Due
0.01%
$ 5,855,491

(537)

$ 5,854,954
Less than 30
Days

0.96%
$ 115,592

(1,106)

$ 114,486

Less than 30
Days

0.44%
$ 353,466

(1,549)

$ 351,917
31 to 90 Days 91 to 180 Days Over 180 Days
1.32%
11.66%
56.74%
$ 415,704 $ 42,173 $ 18,840

(5,484 )

(4,916 )

(10,690 )

$ 410,220
$ 37,257
$ 8,150

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
Total
$ 5,741,216

(23,433 )
$ 5,717,783
Total
$ 6,331,222

(32,487)
$ 6,298,735

December 31, 2020

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Add: Net remeasurement of loss allowance
Less: 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
2021
2020
$ 32,487
$ 20,933
-
15,105
(4,817)
-
(3,828)
(4,206)

(409)

655
$ 23,433
$ 32,487
For the Year Ended December 31
2021
2020
$ 32,487
$ 20,933
-
15,105
(4,817)
-
(3,828)
(4,206)

(409)

655
$ 23,433
$ 32,487
For the Year Ended December 31
2021
2020
$ 32,487
$ 20,933
-
15,105
(4,817)
-
(3,828)
(4,206)

(409)

655
$ 23,433
$ 32,487
2021
$ 32,487

-
(4,817)
(3,828)

(409)

$ 23,433
2020
$ 20,933
15,105
-
(4,206)

655
$ 32,487
  • 137 -

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



2021
$ 4,700

4,800
4,800
4,800
4,800

3,800

27,700

(3,669)

$ 24,031
2020
$ 4,200
4,700
4,800
4,800
4,800

8,600
31,900

(4,952)
$ 26,948

As of December 31, 2021, 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 **


2021
$ 389,687
2,300,070
736,022
2,198,038
77,312

$ 5,701,129
2020
$ 640,373

1,977,416

350,629

2,092,141

64,089
$ 5,124,648

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2021 included loss on write-downs of inventories of $64,547 thousand and loss on abandoned inventories of $36,587 thousand. The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 included reversals of write-down of inventories of $12,132 thousand and loss on abandoned inventories of $44,415 thousand.

13. PREPAYMENTS

Prepayments for purchases

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

December 31 December 31


2021
$ 1,045,918

5,317
974
234,419
25,870
215,005

$ 1,527,503
2020
$ 1,025,145
5,274
980
212,798
19,490

315,602
$ 1,579,289
  • 138 -

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
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
(“Shanghai Le Ben Tuo”)
Sale of nutritional foods and
engage in import and export
business
China Standard
Investment
Standard Foods (Xiamen) Co.,
Ltd. (“Xiamen Standard")
Manufacture and sale of edible
oils and nutritious foods
Proportion of Ownership
December 31
2021
2020
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
-
0.0
100.0
Le Bonta Wellness has been liquidated in
August 2021.
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
Accession Limited invested Dermalab
CHF1,450 thousand in March 2021
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, 2020

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

Balance at December 31, 2020
Freehold Land
$ 702,405
-
-
2,940
-

-

$ 705,345
Buildings
$ 4,078,150

324

(9,510 )

48,874

(748,948 )

23,825

$ 3,392,715
Equipment
$ 4,069,198

16,303

(104,134 )

167,842

-

18,984

$ 4,168,193
Other
Equipment
$ 561,938

4,434

(34,845 )

39,470

-

3,831

$ 574,828
Property in
Construction
Total
$ 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
(Continued)
  • 139 -

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

Cost
Balance at January 1, 2021

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

Balance at December 31, 2021

Accumulated depreciation and impairment
Balance at January 1, 2021

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

Balance at December 31, 2021

Carrying amount at December 31, 2021
Freehold Land
$ -
-
-
-

-

$ -

$ 705,345

$ 705,345
-
-
10,805
-

-

$ 716,150

$ -
-
-
-
-

-

$ -

$ 716,150
Buildings
$ 1,269,679

(9,171 )

171,841

(29,475 )

7,891

$ 1,410,765

$ 1,981,950

$ 3,392,715

-

(59,058 )

72,387

36,012

(7,961)

$ 3,434,095

$ 1,410,765

(48,168 )

160,426

-

17,526

(2,125)

$ 1,538,424

$ 1,895,671
Equipment
$ 2,730,217

(95,763 )

271,391

-

8,908

$ 2,914,753

$ 1,253,440

$ 4,168,193

4,240

(169,035 )

167,977

-

(4,921)

$ 4,166,454

$ 2,914,753

(158,090 )

268,424

(109 )

-

(2,204)

$ 3,022,774

$ 1,143,680
Other
Equipment
$ 425,371

(33,165 )

46,004

-

2,711

$ 440,921

$ 133,907

$ 574,828

2,047

(33,515 )

51,126

-

(1,601)

$ 592,885

$ 440,921

(31,729 )

42,877

109

-

(1,026)

$ 451,152

$ 141,733
Property in
Construction
Total
$ - $ 4,425,267

-
(138,099 )

-
489,236

-
(29,475 )

-

19,510
$ -
$ 4,766,439
$ 127,003
$ 4,201,645
$ 127,003 $ 8,968,084

612,919
619,206

(1,209 )
(262,817 )

(302,295 )
-

-
36,012

29

(14,454)
$ 436,447
$ 9,346,031
$ - $ 4,766,439

-
(237,987 )

-
471,727

-
-

-
17,526

-

(5,355)
$ -
$ 5,012,350
$ 434,447
$ 4,333,681
(Concluded)

No impairment assessment was performed for the years ended December 31, 2021 and 2020 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 33 for the carrying amount of property, plant and equipment pledged by the Group to secure borrowings granted to the Group.

  • 140 -

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 **
2021
$ 386,459

259,442
348

5,872

$ 652,121

For the Year Ended
2020
$ 399,166
218,696
444
8,134
$ 626,440
December 31



2021
$ 196,069

$ 12,414

77,229
96

6,125

$ 95,864
2020
$ 15,812
$ 12,314
77,501
76
3,633
$ 93,524

b. Lease liabilities

Carrying amounts
Current

Non-current
December 31 December 31

2021
$ 89,117

$ 230,856
2020
$ 77,782
$ 200,191

Range of discount rates for lease liabilities was as follows:

Land
Buildings
Office equipment
Transportation equipment
December 31
2021
2020
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%-3.77%
  • 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.

  • 141 -

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



2021
$ 100,631

$ 2,789

$ 78

$ (195,533)
2020
$ 92,994
$ 1,144
$ 77
$ (192,131)

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, 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

Cost
Balance at January 1, 2021

Transfers from property, plant and equipment
Effects of foreign currency exchange differences
Balance at December 31, 2021
Completed
Investment
Properties
$ 241,711
748,948

19,081

$ 1,009,740

$ 124,434
13,796
29,475

2,092

$ 169,797

$ 839,943

$ 1,009,740
(36,012)

(3,456)

$ 970,272
Right-of-use
Assets
$ 5,548

-

87

$ 5,635

$ 333

434

-

14

$ 781

$ 4,854

$ 5,635

-

(23)

$ 5,612
Total
$ 247,259

748,948

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

14,230

29,475

2,106
$ 170,578
$ 844,797
$ 1,015,375

(36,012)

(3,479)
$ 975,884
(Continued)
  • 142 -
Accumulated depreciation and impairment
Balance at January 1, 2021

Depreciation expenses
Transfers from property, plant and equipment
Effects of foreign currency exchange differences
Balance at December 31, 2021

Carrying amount at December 31, 2021
Completed
Investment
Properties
$ 169,797
37,107
(17,526)

(447)

$ 188,931

$ 781,341
Right-of-use
Assets
$ 781

440

-

(3)

$ 1,218

$ 4,394
Total
$ 170,578

37,547

(17,526)

(450)
$ 190,149
$ 785,735
(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

Some of the Group’s investment properties are located in Suzhou City, Jiangsu Province, China. Because the location is an industrial zone, there is no price available of similar properties for comparison in the market. Therefore, the Group cannot obtain a reliable alternative to estimate and determine the fair value

In addition to the above, the fair values of the investment properties were $1,129,067 thousand and $1,146,959 thousand as of December 31, 2021 and 2020, 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 33.

18. INTANGIBLE ASSETS

Trademark
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
Computer
Software
$ 239,713

14,021
(28,456)
(39)

$ 225,239
Total
$ 466,973
42,768
(28,456)

5,691
$ 486,976
(Continued)
  • 143 -
Trademark
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

Cost

Balance at January 1, 2021
$ 261,737

Additions
59
Disposals
(185)
Effects of foreign currency exchange differences
(3,134)

Balance at December 31, 2021
$ 258,477

Accumulated amortization and impairment
Balance at January 1, 2021
$ 170,665

Disposals
(185)
Amortization expenses
4,790
Effects of foreign currency exchange differences
2,366

Balance at December 31, 2021
$ 177,636

Carrying amount at December 31, 2021
$ 80,841
Computer
Software
$ 236,262

(28,456)
3,158
(44)

$ 210,920

$ 14,319

$ 225,239

17,188
-
(3)

$ 242,424

$ 210,920

-
9,924
(2)

$ 220,842

$ 21,582
Total
$ 399,704
(28,456)
7,980

2,357
$ 381,585
$ 105,391
$ 486,976
17,247
(185)

(3,137)
$ 500,901
$ 381,585
(185)
14,714

2,364
$ 398,478
$ 102,423
(Concluded)

No impairment assessment was performed for the year ended December 31, 2021 and 2020 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

  • 144 -

19. OTHER ASSETS

20. Current
Pledge time deposits (Note 33)

Advances to officers
Temporary payments
Right to recover a product
Others


Non-current
Prepayments for equipment

Refundable deposits
Others


BORROWINGS
December 31 December 31





2021
$ 4,019

17,340
9
75,190

792

$ 97,350

$ 29,583

139,038

99,642

$ 268,263
2020
$ 4,016
24,291
10,094
25,320
123
$ 63,844
$ 24,737
56,259
115,467
$ 196,463

a. Short-term borrowings

Secured borrowings (Note 34)
Bank loans

Unsecured borrowings
Bank loans
Others

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


2021
$ 200,000

1,172,463
-

$ 1,372,463
2020
$ 180,000
1,650,614

16,153
$ 1,846,767

The range of interest rates on bank loans was 1.10%-3.00% and 0.95%-3.20% per annum as of December 31, 2021 and 2020, respectively.

  • b. Short-term bills payable
Commercial paper

Less: Unamortized discount on bills payable

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


2021
$ 260,000


(145)

$ 259,855
2020
$ 130,000
(131)
$ 129,869
  • 145 -

Outstanding short-term bills payable were as follows:

December 31, 2021

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

Taiwan Cooperative
Financial Holding
Co., Ltd.
International Bills
Finance Corp.
Dah Chung Bills
Finance Corp.
Taiwan Bills Finance
Corp.


December 31, 2020
Financial
Institutions
Commercial paper
Mega Bills Finance
Co., Ltd.

International Bills
Finance Corp.
Taiwan Bills Finance
Corp.

Nominal
Amount
$ 50,000
50,000
60,000
50,000

50,000

$ 260,000

Nominal
Amount
$ 30,000
50,000

50,000

$ 130,000
Discount
Amount
$ (10)

(28)

(5)

(70)

(32)

$ (145)

Discount
Amount
$ (39)

(49)

(43)

$ (131)
Carrying
Amount
Interest
Rate
Collateral

$ 49,990
1.19%
-


49,972
1.19%
-

59,995
1.19%
-

49,930
1.39%
-

49,968
1.29%
-

$ 259,855

Carrying
Amount
Interest
Rate
Collateral

$ 29,961
1.24%
-


49,951
1.19%
-

49,957
1.29%
-

$ 129,869
Carrying
Amount of
Collateral
$ -
-
-
-

-
$ -
Carrying
Amount of
Collateral
$ -
-

-
$ -

21. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating

Non-operating


Trade payables
Operating
December 31 December 31



2021
$ 859,254

-

$ 859,254

$ 1,895,397
2020
$ 90,288

45
$ 90,333
$ 2,107,188
  • 146 -

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.

22. OTHER LIABILITIES

Current
Other payables
Payable for salaries and 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 **








2021
$ 450,726

38,903
16,716
1,343,638
218,665
24,817
99,060
89,108
1,158,470

$ 3,440,103

$ 2,349
120,465
19,180

$ 141,994

$ 31,055
121

$ 31,176
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

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.

  • 147 -

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 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:

Present value of funded defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2021
$ 672,049

(436,142)

$ 235,907
2020
$ 719,471
(442,291)
$ 277,180

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

Present Value of Net Defined
the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Balance at January 1, 2020 $ 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)

-
Benefits paid
(62,523)

62,523

-
Exchange differences
2,872

(2,007)

865
Balance at December 31, 2020
719,471
(442,291)

277,180
(Continued)
  • 148 -
Present Value of Present Value of Net Defined Net Defined
the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Service cost
Current service cost $
10,361
$ -
$
10,361
Net interest expense (income) 3,324
(2,102)
1,222
Recognized in profit or loss 13,685
(2,102)
11,583
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (9,618) (9,618)
Actuarial loss - changes in demographic
assumptions 12,609 - 12,609
Actuarial gain - changes in financial
assumptions (3,125) - (3,125)
Actuarial gain - experience adjustments (3,381)
-
(3,381)
Recognized in other comprehensive income 6,103
(9,618)
(3,515)
Contributions from the employer -
(47,823)
(47,823)
Contributions from plan participants 2,673
(2,673)
-
Benefits paid (65,065)
65,065
-
Exchange differences (4,818)
3,300
(1,518)
Balance at December 31, 2021 $ 672,049
$ (436,142)
$ 235,907
(Concluded)

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 **
2021
2020
0.375%-0.650% 0.150%-0.500%
0.500%-3.000% 0.500%-3.000%
  • 149 -

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 **



2021
$ (16,991)

$ 17,718

$ 15,118

$ (14,821)
2020
$ (21,920)
$ 22,771
$ 19,705
$ (19,192)

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 **
2021
2020
$ 44,203
$ 46,456
1.0-14.7 years
1.0-16.7 years

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 **



2021
920,000

$ 9,200,000

915,089

$ 9,150,897
2020

920,000
$ 9,200,000

915,089
$ 9,150,897

2) Global depositary receipts

As of December 31, 2021, 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.

  • 150 -

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


2021
$ 1

143,599

466

$ 144,066
2020
$ 1
126,925
466
$ 127,392
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):

  • 1) 10% thereof as legal reserve;

  • 2) Special reserve provided or reversed in accordance with the regulations;

  • 3) 30% to 100% of this the sum of the remainder and prior years’ unappropriated earnings as dividends.

The Company’s Articles of Incorporation also prescribe that 30% to 100% of dividends shall be paid in cash; however, if the Company has major investment plans for which external funds are not available, the percentage may be lowered to 5% to 20%. The distribution plan shall be proposed by the Company’s board of directors and resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of the compensation of employees and remuneration of directors after amendment, refer to Note 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.

  • 151 -

The appropriations of earnings 2020 and 2019 approved in the shareholders’ meetings on July 22, 2021 and June 16, 2020, 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


2020
$ 319,167

$ -

$ 2,287,724

$2.5
2019
$ 341,610
$ 246,549
$ 2,424,987
$2.65

The appropriations of earnings for 2021 had been proposed by the Company’s board of directors on March 21, 2022. The appropriations and dividends per share were as follows:

For the Year For the Year
Ended
December 31,
2021
Legal reserve $ 245,834
Special reserve $ 1,738,670
Cash dividends $1.9

The appropriations of earnings for 2021 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2022.

  • 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


2021
$ 577,494


-

$ 577,494
2020
$ 330,945
246,549
$ 577,494

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
For the Year Ended For the Year Ended December 31



2021
$ (572,206)


(40,651)


(40,651)

$ (612,857)
2020
$ (693,038)
120,832
120,832
$ (572,206)
  • 152 -

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
For the Year Ended For the Year Ended December 31



2021
$ 216,714


206,067


206,067

$ 422,781
2020
$ 115,544
101,170
101,170
$ 216,714

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
**For the Year Ended ** **For the Year Ended ** **December 31 **


2021
$ 331,139

44,478
(201)
98,459
(430)
86

(33,504)

$ 440,027
2020
$ 272,564
43,029
768
39,045
(419)
84
(23,932)
$ 331,139
  • g. Treasury shares
Shares Held by
Subsidiaries (In
Thousands of
Purpose of Buy-back Shares)
Number of shares at December 31, 2021 and January 1, 2021
6,669
Number of shares at December 31, 2020 and January 1, 2020
6,669

For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
December 31, 2021
Chang Hui
6,669

December 31, 2020
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 352,815
$ 21,182
$ 408,839
  • 153 -

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 the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
2021 2020
Revenue from contracts with customers
Revenue from sale of goods $ 34,307,044
$ 34,466,244
a. Contract balances
December 31, December 31,
2021 2020
January 1, 2020
Notes receivable (Note 10) $ 18,370
$ 3,154
$
2,977
Trade receivables (Note 10) $ 5,722,846
$ 6,328,068
$ 6,460,483
Trade receivables from related parties
(Note 32) $ 7,290
$ 9,011
$ -
Contract liabilities - current
Sale of goods $ 509,315
$ 748,044
$
326,644
b. Disaggregation of revenue
Reportable Segments
Nutritious Cooking
Foods Products Others Total
For the year ended
December 31, 2021
Types of goods or services
Sale of goods $ 11,076,849
$ 17,783,808
$
5,446,387
$ 34,307,044
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
  • 154 -

26. NET PROFIT

Net profit includes:

a. Interest income


Bank deposits

Financial assets at amortized cost
Repurchase agreements collateralized by bonds
Others

**For the Year Ended ** **For the Year Ended ** **December 31 **


2021
$ 50,425

53,948
72

1,215

$ 105,660
2020
$ 68,516
49,530
515
1,346
$ 119,907

b. Other income



Rental income

Operating lease rental income

Investment properties

Others


Dividends

Investments in equity instruments at FVTOCI


**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **









2021
$ 35,073

1,206

36,279

24,059
$ 60,338
2020
$ 28,978

1,075

30,053

9,809
$ 39,862

c. 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


Finance costs

Interest on bank loans
Interest on short-term bills payable
Interest on lease liabilities
Other interest expense
For the Year Ended For the Year Ended December 31
2021
$ (42,047)

(4,488)
(20,862)
29,333

92,506

$ 54,442

**For the Year Ended **
2020
$ 929
(3,753)
(2,959)
110,649
31,234
$ 136,100
**December 31 **
2021
$ 38,606
1,412
8,503

490
$ 49,011
2020
$ 40,535
1,044
9,709

49
$ 51,337

d. Finance costs

  • 155 -

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
2021
$ (4,817)
$ 64,547
For the Year Ended
2020
$ 15,105
$ (12,132)
December 31
2021
$ 402,657

164,934

37,547

$ 605,138

$ 26,359


51,533

$ 77,892

For the Year Ended
2020
$ 397,766
184,994
14,230
$ 596,990
$ 20,311
45,168
$ 65,479
December 31
2021
$ 3,491

596
$ 4,087
For the Year Ended
2020
$ 705

576
$ 1,281
December 31






2021
$ 175,604
11,583

187,187
2,615,885

$ 2,803,072

$ 956,668
1,846,404

$ 2,803,072
2020
$ 59,992

12,566

72,558

2,719,686
$ 2,792,244
$ 799,830

1,992,414
$ 2,792,244
  • 156 -

  • 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, 2021 and 2020, which were approved by the Company’s board of directors on March 21, 2022 and March 22, 2021, 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 **
2021
2020
1.28%
1.25%
0.55%
0.55%
For the Year Ended December 31
2021
Cash
$ 38,903
16,716
2020
Cash
$ 49,921
21,965

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, 2020 and 2019.

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
**For the Year Ended ** **For the Year Ended ** **December 31 **


2021
$ 85,802


(90,290)

$ (4,488)
2020
$ 143,729
(147,482)
$ (3,753)
  • 157 -

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
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2021
$ 704,066

29,359
(41,020)

692,405

(40,497)

$ 651,908
2020
$ 907,556
19,115

(8,697)

917,974

114,907
$ 1,032,881

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences and loss
carryforwards
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



2021
$ 3,153,014

$ 702,350

26,087
(71,006)
6,138
29,359
(41,020)

$ 651,908
2020
$ 4,288,711
$ 1,098,861
21,721

(212,783)

114,664
19,115

(8,697)
$ 1,032,881

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


2021
$ (10,163)

(3)

2,151

$ (8,015)
2020
$ 30,209
20

(5,367)
$ 24,862
  • 158 -

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2021
$ 4,765

$ 397,210
2020
$ 23,063
$ 399,020

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, 2021

Recognized 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 $ 49,881 $ 22,960 $
- $ - $ 72,841
Exchange differences on
translation of the financial
statements of foreign
operations 143,049 - 10,163 - 153,212
Defined benefit plans 89,251 (3,502 ) (677 ) (289 ) 84,783
Advertisement payable 53,425 - - (217 ) 53,208
Deferred sales returns and
allowances 11,225 1,366 - - 12,591
Allowance for inventory loss 8,570 1,831 - - 10,401
Financial assets measured at cost
43,869
- 3 - 43,872
Others
17,857

(11,231
) - (49)
6,577
$ 417,127 $ 11,424 $
9,489
$ (555) $ 437,485
Deferred tax liabilities
Temporary differences
Investments accounted for using
the equity method $ 307,620 $ (24,753 ) $
-
$ - $ 282,867
Reserve for land value increment
tax 33,685 - - - 33,685
Defined benefit plans 2,884 (248 ) 1,474 - 4,110
Others
7,139

(4,072
) - (68)
2,999
$ 351,328 $ (29,073 ) $
1,474
$ (68) $ 323,661
  • 159 -

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
  • 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 2021

Expiry in 2022
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2026


Deductible temporary differences
December 31 December 31



2021
$ -

36,989
63,104
74,100
74,541

150,234

$ 398,968

$ 570,709
2020
$ 23,686
37,139
63,361
74,401
94,067
-
$ 292,654
$ 657,317

f. Income tax assessments

The income tax returns of Standard Dairy Products, Charng Hui and Domex Technology for the year ended December 31, 2019 had been assessed by the tax authorities.

The income tax returns of the Company, Standard Beverage and Le Bonta Wellness for the year ended December 31, 2020 had been assessed by the tax authorities.

  • 160 -

28. EARNINGS PER SHARE

Unit: NT$ Per Share


Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
$ 2.70

$ 2.70
2020
$ 3.54
$ 3.53

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 **
2021
$ 2,456,628
2020
$ 3,212,801

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 **


2021
908,420


968

909,388
2020
908,420

1,070
909,490

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. CASH FLOWS INFORMATION

Changes in liabilities from financing activities:

For the year ended December 31, 2021

Short-term borrowings

Short-term bills payable
Lease liabilities
Guarantee deposits received
Other non-current liabilities

Opening
Balance
$ 1,846,767
129,869
277,973
19,990

130

$ 2,274,729
Cash Flows
$ (467,003)

129,986

(83,532)

11,112

-

$ (409,437)
Non-cash Changes
Addition
Lease/Lease
Modification
Exchanging
Rate
Adjustments
$ - $ (7,301)

-
-

146,896
(21,364)

-
(47)

-

(9)

$ 146,896
$ (28,721)
Closing
Balance
$ 1,372,463

259,855

319,973

31,055

121





Addition
Lease/Lease
Modification
$ -

-

146,896

-

-

$ 146,896
$ 1,983,467
  • 161 -

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

Opening
Balance
$ 1,382,955
99,968
6,000
347,615
20,044

2,934

$ 1,859,516
Cash Flows
$ 440,344

29,901

(6,000)

(88,207)

(286)

(2,851)

$ 372,901
Non-cash Changes
Addition
Lease/Lease
Modification
Exchanging
Rate
Adjustments
$ - $ 23,468

-
-

-
-

15,812
2,753

-
232

-

47

$ 15,812
$ 26,500
Closing
Balance
$ 1,846,767

129,869

-

277,973

19,990

130
$ 2,274,729






Addition
Lease/Lease
Modification
$ -

-

-

15,812

-

-

$ 15,812

30. 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.

31. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2021

Financial assets at FVTPL
Listed shares

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

Level 1
$ 4,991
-
1,146,721

-

$ 1,151,712

$ 409,076

-

$ 409,076
Level 2
$ -

-

-

28,239

$ 28,239

$ -

-

$ -
Level 3
$ -

2,244

-

-

$ 2,244

$ -

412,104

$ 412,104
Total
$ 4,991

2,244

1,146,721

28,239
$ 1,182,195
$ 409,076

412,104
$ 821,180
  • 162 -

December 31, 2020

Financial assets at FVTPL
Listed shares

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

Level 1
$ 4,434
-
1,461,304

-

$ 1,465,738

$ 311,908

-

$ 311,908
Level 2
$ -

-

-

29,032

$ 29,032

$ -

-

$ -
Level 3
$ -

6,232

-

-

$ 6,232

$ -

204,755

$ 204,755
Total
$ 4,434

6,232

1,461,304

29,032
$ 1,501,002
$ 311,908

204,755
$ 516,663

There were no transfers between Levels 1 and 2 for the years ended December 31, 2021 and 2020.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2021

Financial Assets
Balance at January 1, 2021

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, 2021

Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 6,232

(4,338)
350
-

-

$ 2,244

$ 350
Financial Assets
at FVTOCI
Equity
Instruments
$ 204,755

-
-
207,353

(4)

$ 412,104

$ -
Total
$ 210,987
(4,338)
350
207,353
(4)
$ 414,348
$ 350
  • 163 -

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)
Impact of exchange rates

Balance at December 31, 2020

Recognized in other gains and losses -
unrealized
Financial Assets
at FVTPL
Equity
Instruments
$ 7,575

(1,343)
-

-

$ 6,232

$ (1,062)
Financial Assets
at FVTOCI
Equity
Instruments
$ 124,055

-
80,684

16

$ 204,755

$ -
Total
$ 131,630
(1,343)
80,684
16
$ 210,987
$ (1,062)
  • 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 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
2021
2020
$ 1,182,195 $ 1,501,002
12,487,635
12,652,479
821,180
516,663
4,529,069
4,304,650
  • 164 -

  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade and other 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 loans, shortterm bills payable, trade and other payables, and bonds issued. Those reclassified to held-for-sale disposal groups are also included.

c. Financial risk management objectives and policies

The Group’s major financial instruments include cash and cash equivalents, equity and debt investments, mutual funds, trade receivables, trade payables and loans. The Group’s Financial Department provides services to the business, coordinates access to financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

The Group’s foreign currency risk arises from its foreign currency monetary assets and liabilities. The Group watches out for the fluctuation of market exchange rate, and takes appropriate actions to manage the exchange rate risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 35.

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
RMB Impact
For the Year Ended
December 31
2021
2020
$ 29,098 (i) $ 27,134 (i)
USD Impact
For the Year Ended
December 31
2021
2020
$ 535 (ii) $ 10,875 (ii)
  • 165 -
Profit or loss

Profit or loss
EUR Impact
For the Year Ended
December 31
2021
2020
$ (2,259) (iii) $ - (iii)
AUD Impact
For the Year Ended
December 31
2021
2020
$ - (iv) $ 1,038 (iv)
CHF Impact
For the Year Ended
December 31
2021
2020
$ 796 (v) $ 1,083 (v)
  • 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, 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 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.

  • 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 **
2021
2020
$ 3,168,157 $ 1,136,118
1,784,660
2,147,609
979,900
694,200
167,631
107,000
  • 166 -

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, 2021 and 2020 would have increased (decreased) by $8,123 thousand and $5,872 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, 2021 would have increased/decreased by $11,822 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, 2021 would have increased/decreased by $8,212 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

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.

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.

Accounts receivable are addressed to wide range of clients and are dispersed across different industries and geographies. The consolidated company continuously evaluates the collateral and financial position obtained by customers receivable.

  • 167 -

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, 2021 and 2020, the Group had available unutilized bank loan facilities in the amounts of $5,397,639 thousand and $5,296,868 thousand, respectively.

  • 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, 2021

On Demand
or Less than
1 Month

Non-derivative financial liabilities
Non-interest bearing
$ 932,720
Lease liabilities
8,186
Variable interest rate liabilities
-
Fixed interest rate liabilities
770,437
Contract liabilities

169,772

$ 1,881,115

December 31, 2020
On Demand
or Less than
1 Month

Non-derivative financial liabilities
Non-interest bearing
$ 741,613
Lease liabilities
23,864
Variable interest rate liabilities
-
Fixed interest rate liabilities
721,695
Contract liabilities

249,348

$ 1,736,520
1-3 Months
3 Months to
1 Year
$ 1,863,680 $ 68,348

18,808
68,826

105,669
62,018

109,951
282,618

339,543

-

$ 2,437,651
$ 481,810

1-3 Months
3 Months to
1 Year
$ 1,498,132 $ 66,711

12,939
47,976

33,911
73,126

961,677
193,263

498,696

-

$ 3,005,355
$ 381,076
1-5 Years
$ 31,055

238,837

-

304,297

-
$ 574,189
1-5 Years
$ 19,990

212,012

-

-

-
$ 232,002

December 31, 2020

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.

  • 168 -

32. 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

  • 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


2021
$ 24,683
2020
$ 26,058

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 **


2021
$ 76,368
2020
$ 72,095

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
2021
$ 7,290
2020
$ 9,011

The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2021 and 2020, 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
2021
$ 19,472
2020
$ 20,526

The outstanding payables from related parties were unsecured.

  • 169 -

  • 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
2021
$ 28,036

241
$ 28,277
2020
$ 38,785

326
$ 39,111

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

33. 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)

Property, plant and equipment, net
Investment properties, net

December 31 December 31


2021
$ 4,019

105,997

35,257

$ 145,273
2020
$ 4,016
121,362
55,122
$ 180,500

34. 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, 2021 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$2,507 thousand and JPY18,567 thousand, respectively.

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $135,568 thousand.

  • d. Unrecognized commitments for acquiring approximately 14,753 tons of colostrum from dairymen.

  • 170 -

35. 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, 2021

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 12,229
27.68 (USD:NTD)
USD
1,280
6.37 (USD:RMB)
EUR
450
31.32 (EUR:NTD)
RMB
223,285
4.34 (RMB:NTD)
CHF
600
30.18 (CHF:NTD)
CHF
279
6.95 (CHF:RMB)


Financial liabilities


Monetary items

USD
12,864
27.68 (USD:NTD)
EUR
2,854
31.32 (EUR:RMB)

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)


Financial liabilities


Monetary items

USD
2,294
28.48 (USD:NTD)
CHF
1,086
7.38 (CHF:RMB)
Carrying
Amount
$ 338,501

35,405

14,103

969,948

18,105

8,432
$ 1,384,494
$ 356,088

89,390
$ 445,478
Carrying
Amount
$ 348,298

79,539

904,473

34,585

46,842

24,355
$ 1,438,092
$ 65,335

35,089
$ 100,424
  • 171 -

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
2021
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
1 (NTD:NTD)
$ (4,150)
4.34 (RMB:NTD)
246
30.64 (CHF:NTD)

(584)
$ (4,488)
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)

36. SEPARATELY DISCLOSED ITEMS

  • a. Financings provided (Table 1)

  • b. Endorsement/guarantee provided (Table 2)

  • c. Marketable securities held (excluding investments in subsidiaries) (Table 3)

  • 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 (Table 4)

  • h. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)

  • i. Trading in derivative instruments: None.

  • j. Others: Intercompany relationships and significant intercompany transactions (Table 6)

  • k. Information on investees (excluding investees of mainland China) (Table 7)

  • 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 (Table 8)

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None.

  • 172 -

  • 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)

37. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of corporation. Specifically, the Group’s reportable segments were as follows:

  • Standard Foods segment - the Company

  • Standard Dairy Products segment - Standard Dairy Products

  • China Standard segment - Shanghai Standard, China Standard Investment, China Standard Foods and Xiamen Standard

  • Other segments - other than the above corporation

  • a. Operating segment information


For the year ended December 31, 2021
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, 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
Standard Foods
Segment

$ 11,093,421

1,403,446

$ 12,496,867

$ 19,427

$ 843

$ 226,629

$ 15,378

$ 2,675,153

$ 11,742,523

1,442,012

$ 13,184,535

$ 21,974

$ 1,084

$ 225,981

$ 8,105

$ 2,930,569
Standard Dairy
Products
Segment

$ 2,529,089

858,375

$ 3,387,464

$ 2,771

$ 18

$ 48,346

$ 4,823

$ 616,209

$ 2,628,594

900,852

$ 3,529,446

$ 5,876

$ 28

$ 48,967

$ 3,580

$ 506,002
China Standard
Segment

$ 16,440,415

4,956

$ 16,445,371

$ 91,405

$ 45,909

$ 235,756

$ 43,460

$ (83,383)

$ 16,550,135

286

$ 16,550,421

$ 93,002

$ 48,410

$ 232,684

$ 39,492

$ 873,173
Other Segments
$ 4,244,119

4,674

$ 4,248,793

$ 2,979

$ 13,163

$ 97,993

$ 14,231

$ (5,500)

$ 3,544,992

11,871

$ 3,556,863

$ 7,913

$ 10,673

$ 92,900

$ 14,302

$ 22,171
Adjustments
and
Eliminations
$ -

(2,271,451)

$ (2,271,451)

$ (10,922)

$ (10,922)

$ (3,586)

$ -

$ (49,465)



$ -

(2,355,021)

$ (2,355,021)

$ (8,858)

$ (8,858)

$ (3,542)

$ -

$ (43,204)


Consolidated
$ 34,307,044

-
$ 34,307,044
$ 105,660
$ 49,011
$ 605,138
$ 77,892
$ 3,153,014

-
$ 3,153,014
$ 34,466,244

-
$ 34,466,244
$ 119,907
$ 51,337
$ 596,990
$ 65,479
$ 4,288,711

-
$ 4,288,711
  • 173 -

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



2021
2020

$ 17,558,601 $ 17,660,448
16,635,451
16,697,133

112,992

108,663
$ 34,307,044
$ 34,466,244
Non-current Assets
December 31



2021
$ 2,528,704
2,629,248
59,499

$ 5,217,451
2020
$ 2,207,407

2,806,758

59,516
$ 5,073,681

Non-current assets exclude financial instruments, deferred tax assets and net defined benefit assets.

  • 174 -

TABLE 1

STANDARD FOODS CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (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
Collateral Collateral 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
$ 63,578
350,984
653,670
50,000
$ 18,105
217,355
652,065
50,000
$ 18,105
217,355
652,065
10,300
1.000%
1.000%
1.000%
0.950%
b.
b.
b.
b.
$ -
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation
$ -
-
-
-
-
-
-
-
$ -
-
-
-
$ 6,963,681
(Note 3)
3,481,840
(Note 4)
3,481,840
(Note 4)
6,963,681
(Note 3)
$ 6,963,681
(Note 3)
6,963,681
(Note 5)
6,963,681
(Note 5)
6,963,681
(Note 3)
Note 11
Note 11
Note 11
Note 11
1 Standard Investment
(China) Co., Ltd.
Shanghai Dermalab
Corporation
Shanghai Le Ben Tuo
Health Technology
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
175,492
175,492
526,476
438,730
173,884
173,884
521,652
434,710
107,543
143,646
19,797
431,098
1.000%
1.000%
1.000%
1.000%
b.
b.
b.
b.
-
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation
-
-
-
-
-
-
-
-
-
-
-
-
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
Note 11
Note 11
Note 11
Note 11
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
614,222
460,667
608,594
456,446
402,585
456,446
1.000%
1.000%
b.
b.
-
-
Need for operation
Need for operation
-
-
-
-
-
-
1,263,406
(Note 7)
1,263,406
(Note 7)
1,263,406
(Note 7)
1,263,406
(Note 7)
Note 11
Note 11
3 Shanghai Le Ben De
Health Technology
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 10,968 10,868 10,868 1.000% b. - Need for operation - - - 11,884
(Note 8)
11,884
(Note 8)
Note 11
4 Shanghai Le Ho
Industrial Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 8,775 8,694 6,686 1.000% b. - Need for operation - - - 189,013
(Note 9)
189,013
(Note 9)
Note 11
5 Shanghai Le Min
Industrial Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 21,789 21,736 17,693 1.000% b. - Need for operation - - - 118,024
(Note 10)
118,024
(Note 10)
Note 11
  • 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 $6,963,681 thousand (the net value per financial statements of $17,409,202 thousand x 40% as of September 30, 2021).

  • Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,481,840 thousand (the net value per financial statements of $17,409,202 thousand x 20% as of September 30, 2021).

  • Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,963,681 thousand (the net value per financial statements of $17,409,202 thousand x 40% as of September 30, 2021).

  • Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,941,274 thousand (the net value per financial statements of $4,853,185 thousand x 40% as of September 30, 2021).

  • Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,263,406 thousand (the net value per financial statements of $3,158,515 thousand x 40% as of September 30, 2021).

  • Note 8: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,884 thousand (the net value per financial statements of $29,709 thousand x 40% as of September 30, 2021).

  • Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $189,013 thousand (the net value per financial statements of $472,532 thousand x 40% as of September 30, 2021).

Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $118,024 thousand (the net value per financial statements of $295,060 thousand x 40% as of September 30, 2021).

Note 11: The amounts presented above were eliminated upon consolidation.

  • 175 -

TABLE 2

STANDARD FOODS CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (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. $ 13,927,362
(Note 3)
$ 145,605 $ 143,040 $ - $ - 0.82% $ 17,409,202
(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 $13,927,362 thousand (the net value per financial statements of $17,409,202 thousand x 80% as of September 30, 2021).

  • 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 $17,409,202 thousand (the net value per financial statements of $17,409,202 thousand x 100% as of September 30, 2021).

Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.

  • 176 -

TABLE 3

STANDARD FOODS CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021 (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, 2021 December 31, 2021 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
Cathay China Domestic Demand Growth Fund
Cathay Target Date 2029 Fund
FSITC Taiwan Money Market Fund
Cathay Global Aggressive Fund
President Hang Seng TECH Index
Note cash
CODEIS Smart Cash Note
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 - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
1,444,013
48,600
2,145,110
1,274,480
15,776,977
14,031,671
9,285,458
3,585,869
4,720,915
9,312,631
2,284,844
5,900,000
10,000
$ 15,523
5,662
95,136
17,129
200,014
210,294
127,012
101,408
60,701
144,079
61,645
39,825
28,239
-
-
5.3
0.3
-
-
-
-
-
-
-
-
-
$ 15,523
5,662
95,136
17,129
200,014
210,294
127,012
101,408
60,701
144,079
61,645
39,825
28,239

(Continued)

  • 177 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Shares Carrying
Amount
Percentage
of
Ownership

Fair Value
Standard Dairy Products Taiwan
Limited
Charng Hui Ltd.
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Paradigm Venture Capital 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, Inc. - Series - Ordinary Shares
Mutual funds
Cathay China Domestic Demand Growth Fund
Cathay Target Date 2029 Fund
Cathay Global Aggressive Fund
Shares
Standard Foods Corporation
Formosa Plastics Corporation
China Steel Corporation
Polytronics Technology Corp.
Taiwan Semiconductor Manufacturing Co., Ltd.
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 - 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 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
500,000
2,424,242
153,320
11,200
800,000
107,815
3,455
71,397
29,173
31,135
29,102
12,938
1,195,290
786,819
761,615
6,669,471
91,440
803,258
1,596,000
90,000
$ -
-
2,244
-
-
-
-
-
-
-
-
-
33,803
10,117
20,548
352,815
9,510
28,395
199,500
55,350
0.9
5.5
7.0
0.2
7.8
1.0
1.2
1.2
1.2
1.3
1.3
1.2
-
-
-
0.7
-
-
2.0
-
$ -
-
2,244
-
-
-
-
-
-
-
-
-
33,803
10,117
20,548
352,815
9,510
28,395
199,500
55,350
Note

(Continued)

  • 178 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Shares Carrying
Amount
Percentage
of
Ownership

Fair Value
Standard Beverage Company
Limited
Domex Technology Corporation
Accession Limited
Mutual funds
Fuh Hwa Global Strategic Allocation FoF
Franklin Templeton SinoAm Franklin Templeton Global
Bond Fund of Funds-Accu.
Taishin 1699 Money Market Fund
Shares
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 - 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 - 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
1,000,000
1,453,360
73,768
8,297,000
1,000,000
7,742
225,000
282,988
3,600,000
200
33,453
$ 13,380
18,218
1,009
-
-
4,991
3,258
3,547
393,948
1,027
97,863
-
-
-
23.7
6.0
-
-
-
13.4
0.7
-
$ 13,380
18,218
1,009
-
-
4,991
3,258
3,547
393,948
1,027
97,863

Note: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 179 -

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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Transaction Transaction Details Abnormal Transaction Abnormal 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
Brother company of Standard
Foods (China) Co., Ltd.
Brother company of Standard
Foods (Xiamen) Co., Ltd.
Parent company of Standard
Foods (Xiamen) Co., Ltd.
Standard Investment (China)
Co., Ltd.’s subsidiary
Sales
Purchases
Purchases
Sales
Sales
Purchases

Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
$ (1,403,341)
858,375
1,403,341
(858,375)
(2,064,727)
661,822
2,064,727
(661,822)
(6,665,006)
6,665,006
265,648
(265,648)
(5,259,295)
5,259,295
11.23
12.79
58.65
25.34
72.79
22.44
14.72
4.19
98.90
47.49
4.23
4.40
87.03
37.47
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 120,483
-
(120,483)
-
577,402
(203,137)
(577,402)
203,137
1,439,345
(1,439,345)
(230,445)
230,445
1,489,519
(1,489,519)
6.15
-
39.49
-
99.76
87.95
13.54
6.47
99.97
33.75
51.40
11.34
73.31
34.92
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The amounts presented above were eliminated upon consolidation.

  • 180 -

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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Ending Balance for Account Receivable - Related
Parties
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 Foods (China) Co., Ltd.
Standard Investment (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.
Standard Foods (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Standard Foods Co., Ltd.
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
Shanghai Dermalab Corporation
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
(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.
Standard Investment (China) Co.,
Ltd.’s subsidiary
Standard Investment (China) Co.,
Ltd.’s subsidiary
Trade receivables

Other receivables


Financing receivables

Other receivables


Financing receivables

Other receivables


Trade receivables

Financing receivables
Other receivables


Financing receivables

Other receivables


Trade receivables

Other receivables


Trade receivables

Financing receivables
Other receivables


Trade receivables

Financing receivables
Other receivables


Trade receivables

Other receivables


Financing receivables

Other receivables


Financing receivables

Other receivables

$ 120,483

4,087
$ 124,570
$ 217,355

1,048
$ 218,403
$ 652,065

3,144
$ 655,209
$ 577,402
402,585

10,605
$ 990,592
$ 456,446

4,717
$ 461,163
$ 1,439,345

18,080
$ 1,457,425
$ 6
431,098

22,502
$ 453,606
$ 11
19,797

14,299
$ 34,107
$ 203,137

4,085
$ 207,222
$ 143,646

1,053
$ 144,699
$ 107,543

820
$ 108,363
11.31
3.66
4.27
82.18
63.00
5.10
































$ -

-
$ -
$ -

-
$ -
$ -

-
$ -
$ -
-

-
$ -
$ -

-
$ -
$ -

-
$ -
$ -
-

-
$ -
$ -
-

-
$ -
$ -

-
$ -
$ -

-
$ -
$ -

-
$ -
































$ 120,483 (Note 1)

4,087(Note 1)
$ 124,570(Note 1)
$ - (Note 1)

- (Note 1)
$ - (Note 1)
$ - (Note 1)

- (Note 1)
$ - (Note 1)
$ 577,402 (Note 1)
- (Note 1)

10,605(Note 1)
$ 588,007(Note 1)
$ 456,446 (Note 1)

4,615(Note 1)
$ 461,061(Note 1)
$ 1,439,345 (Note 1)

18,080(Note 1)
$ 1,457,425(Note 1)
$ 6 (Note 1)
- (Note 1)

22,469(Note 1)
$ 22,475(Note 1)
$ 11 (Note 1)
- (Note 1)

14,299(Note 1)
$ 14,310(Note 1)
$ 203,137 (Note 1)

4,085(Note 1)
$ 207,222(Note 1)
$ - (Note 1)

1,053(Note 1)
$ 1,053(Note 1)
$ - (Note 1)

820(Note 1)
$ 820(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)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)

(Continued)

  • 181 -
Company Name Related Party Relationships Ending Balance for Account Receivable - Related
Parties
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 (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Parent company of Standard Foods
(Xiamen) Co., Ltd.
Brother company of Standard
Foods (Xiamen) Co., Ltd.
Trade receivables

Note receivables
Other receivables


Trade receivables
$ 1,489,519
311,798

6,561
$ 1,807,878
$ 230,445
3.79
3.79
1.28



$ -
-

-
$ -
$ -



$ 1,278,866 (Note 1)
311,798 (Note 1)

6,561(Note 1)
$ 1,597,225(Note 1)
$ 230,445(Note 1)



$ -
-

-
$ -
$ -
(Note 2)
(Note 2)
(Note 2)
(Note 2)

Note 1: Amounts received before March 28, 2022.

Note 2: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 182 -

TABLE 6

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021 (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
Dermalab
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
Interest income
Service revenue
Financing receivables - related parties
Interest income
Other receivables - related parties
Financing receivables - related parties
Interest income
Other receivables - related parties
Financing receivables - related parties
Interest income
$ 120,483
4,087
1,403,341
858,375
9,032
116
10,300
151
1,320
18,105
443
1,048
217,355
2,126
3,144
652,065
4,952
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%
Interest rate 0.950%
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%
According to the general conditions
Interest rate 1.000%
Interest rate 1.000%
0.4
-
4.1
2.5
-
-
-
-
-
0.1
-
-
0.8
-
-
2.3
-
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.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
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
Sales
Purchases
Trade receivables - related parties
Sales
Other receivables - related parties
Financing receivables - related parties
Sales
Interest income
577,402
402,585
10,605
203,137
4,085
2,064,727
661,822
649
342
4,081
9,889
4,784
1,388
4,425
4,717
456,446
18,024
4,607
According to the general conditions
Interest rate 1.000%
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate 1.000%
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
1.4
-
0.7
-
6.0
1.9
-
-
-
-
-
-
-
-
1.6
0.1
-
(Continued)
  • 183 -
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.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le 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.
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
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
Notes payable - related parties
Trade receivables - 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
Other expenses
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
$ 6
22,502
431,098
1,439,345
18,080
452
6,665,006
4,520
22,447
96
820
107,543
1,507
1,009
11
14,299
19,797
311,798
1,489,519
6,561
441
5,259,295
19,091
14,284
1,053
143,646
702
4
2,233
1,333
1,297
150
6,686
149
189
17,693
188
2
10,868
110
According to the general conditions
According to the general conditions
Interest rate1.000%
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
According to the general conditions
According to the general conditions
Interest rate1.000%
Interest rate1.000%
According to the general conditions
According to the general conditions
According to the general conditions
Interest rate1.000%
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
According to the general conditions
Interest rate1.000%
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%
Interest rate1.000%
According to the general conditions
Interest rate1.000%
Interest rate1.000%
According to the general conditions
Interest rate1.000%
Interest rate1.000%
-
0.1
1.5
5.1
0.1
-
19.4
-
0.1
-
-
0.4
-
-
-
0.1
0.1
1.1
5.3
-
-
15.3
0.1
-
-
0.5
-
-
-
-
-
-
-
-
0.1
-
-
-
-
3 Shanghai Dermalab Corporation Dermalab
Dermalab
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
c
c
c
c
c
Trade payables - related parties
Purchases
Trade receivables - related parties
Sales
Other expenses
11,619
93,529
101
99
14
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
-
0.3
-
-
-
(Continued)
  • 184 -
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. Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Shanghai Le Ben Tuo Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
c
c
c
c
c
c
c
Other receivables - related parties
Sales
Rental revenue
Other expenses
Trade payables - related parties
Sales
Purchases
$ 968
491
3,586
4,808
230,445
226
265,648
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
-
-
-
-
0.8
-
0.8
5 Shanghai Le Ben Tuo Co., Ltd. Shanghai Le Ben De Co., Ltd.
Shanghai Le Ben De Co., Ltd.
c
c
Sales
Purchases
476
489
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)

  • 185 -

TABLE 7

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (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, 2021 As of December 31, 2021 As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2021
December 31,
2020
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
-
9,056
379,489
96
4,708,566
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

9,056

335,215

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

4,050

3,000
150,050,815
100
100
100
100
52
100
-
100
100
100
100
$ 3,546,644
5,538,645
1,134,020
422,385
425,275
82,390
-
8,304
229,420
-
5,538,394
$ (41,944)

(123,764)

492,673

21,936

94,719

1,805

(115)

-

6,369

-

(123,445)
$ (57,202)
(Note 1)

(123,764)

491,772
(Note 2)

5,262
(Note 3)

49,263

1,795
(Note 4)

(115)

-

-

-

-
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Notes 6 and 7)
Subsidiary (Note 7)
Indirect subsidiary (Note 7)
Indirect subsidiary (Note 7)
Indirect subsidiary (Note 7)

Note 1: This amount was the share of loss of the investee of $41,944 thousand minus the unrealized gain on sidestream transactions of $15,258 thousand.

Note 2: This amount was the share of profit of the investee of $492,673 thousand minus the unrealized gain on sidestream transactions of $901 thousand.

Note 3: This amount was the share of profit of the investee of $21,936 thousand minus the Standard Foods Corporation Cash dividends paid of $16,674 thousand.

Note 4: This amount was the share of profit of the investee of $1,805 thousand minus the unrealized gain on upstream transactions of $10 thousand.

Note 5: This is a limited company with no issued shares.

Note 6: Le Bonta Wellness International Corporation has been liquidated in August, 2021.

Note 7: The amounts presented above were eliminated upon consolidation.

  • 186 -

TABLE 8

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021

(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, 2021
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2021
Net Income (Loss)
of the Investee

% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying Amount
as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021
Note
Outward Inward
Shanghai Standard Foods Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
Shanghai Le Ben De Health
Technology Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.
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
1,714,756
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)
$ (33,916)
(97,861)
43,441
(10,944)
(112,803)
154
73,863
(16,342)
(10,055)
100.0
99.0
99.0
99.0
99.5
100.0
99.0
100.0
100.0
$ (33,915)
(Note 9)
(96,882)
(Note 9)
37,470
(Note 9)
(10,835)
(Note 9)
(112,251)
(Note 9)
154
(Note 9)
62,038
(Note 9)
(16,342)
(Note 9)
(10,055)
(Note 9)
$ 3,189,833
4,765,228
2,111,896
(2,567)
62,684
29,864
1,511,632
475,694
297,052
$ -
-
-
-
-
-
-
-
-
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Accumulated Outward Remittance
for Investment in Mainland China

Investment Amounts Authorized b
Upper Limit on the Amount of

as of
December 31, 2021
y
Investment Commission, MOEA
Investment Stipulated by
Investment Commission, MOEA
$8,919,525 $9,656,767
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.

(Continued)

  • 187 -

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, 2021; 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)

  • 188 -

TABLE 9

STANDARD FOODS CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021

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
157,822,400
133,125,408
108,503,160
17.24
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.

  • 189 -

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, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

  • 190 -

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

Estimate of Return Liability

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

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

  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 the 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.

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.

  • 191 -

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

  • 192 -

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

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

Notice to Readers

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

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

  • 193 -

STANDARD FOODS CORPORATION

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 22)
Trade receivables from unrelated parties (Notes 10 and 22)
Trade receivables from related parties (Notes 22 and 28)
Other receivables (Note 10)
Other receivables from related parties (Note 28)
Inventories (Note 11)
Prepayments (Note 12)
Other current assets (Notes 17 and 19)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Investments accounted for using the equity method (Note 13)
Property, plant and equipment (Note 14)
Right-of-use assets (Note 15)
Other intangible assets (Note 16)
Deferred tax assets (Note 24)
Other non-current assets (Note 17)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Contract liabilities - current (Note 22)

Notes payable (Note 18)

Trade payables (Note 18)

Trade payables to related parties (Note 28)

Other payables (Note 19)

Current tax liabilities (Note 24)

Lease liabilities - current (Note 15)

Other current liabilities (Notes 5 and 19)


Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 24)

Lease liabilities - non-current (Note 15)

Net defined benefit liabilities (Note 20)

Other non-current liabilities (Note 19)


Total non-current liabilities


Total liabilities


EQUITY (Note 21)

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2021
Amount
%
$ 607,824
3
973,217
4
21,185
-
1,309,153
6
175
-
1,828,686
9
127,773
1
12,673
-
906,220
4
1,690,929
8
354,000
2

34,931

-


7,866,766
37

2,244
-
112,265
1
11,189,831 53
1,341,650
6
140,460
1
21,101
-
346,687
2

28,319

-


13,182,557
63

$ 21,049,323
100

$ 17,285
-

20,201
-

732,876
4

19,472
-

1,260,824
6

282,639
1

31,963
-

43,418

-



2,408,678
11



319,821
2

108,617
-

174,867
1

150

-



603,455

3



3,012,133
14



9,150,897
43


144,066

1


3,606,189 17

577,494
3

4,769,802
23


8,953,485
43


(190,076)
(1)


(21,182)

-



18,037,190
86


$ 21,049,323
100
2020

























































































Amount
%
$ 205,747
1

1,118,813
5

20,671
-

1,092,961
5

5
-

1,980,474 10

136,585
1

34,420
-

947,545
5

1,834,330
9

167,706
1

27,378

-

7,566,635
37

1,894
-

77,341
-

11,167,932 54

1,352,887
7

63,174
-

13,660
-

321,299
2

19,928

-

13,018,115
63
$ 20,584,750
100
$ 21,440
-

289
-

827,945
4

20,526
-

1,110,589
5

299,812
2

20,979
-

24,670

-

2,326,250
11

347,410
2

38,059
-

188,393
1

150

-

574,012

3

2,900,262
14

9,150,897
44

127,392

1

3,287,022 16

577,494
3

4,918,357
24

8,782,873
43

(355,492)
(2)

(21,182)

-

17,684,488
86
$ 20,584,750
100

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

  • 194 -

STANDARD FOODS CORPORATION

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

OPERATING REVENUE
Sales (Notes 22 and 28)

OPERATING COSTS
Cost of goods sold (Notes 11, 23 and 28)

GROSS PROFIT

OPERATING EXPENSES (Note 23)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Interest income (Notes 23 and 28)
Other income (Notes 23 and 28)
Other gains (Note 23)
Finance costs (Note 23)
Share of the profit of subsidiaries

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 20)
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
2021
Amount
%
$ 12,496,867 100

7,945,262
64


4,551,605
36

1,387,798 11
418,982
3
85,952
-

419

-


1,893,151
14


2,658,454
22

19,427
-
10,503
-
(12,388)
-
(843)
-

309,413

2


326,112

2

2,984,566 24

527,938

4


2,456,628
20


(1,293)
-
35,438
-
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)
-
(Continued)
  • 195 -

STANDARD FOODS CORPORATION

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

Share of the other comprehensive income of
subsidiaries accounted for using the equity
method

Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 24)

Total items that will not be reclassified
subsequently to profit or loss

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 24)

Total items that may be reclassified
subsequently to profit or loss

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

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 25)
Basic
Diluted
2021
Amount
%
$ 174,817
2

(1,187)

-


207,775

2

(50,814) (1)

10,163

-


(40,651)
(1)


167,124

1

$ 2,623,752
21

$ 2.70
$ 2.70
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




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

(Concluded)

  • 196 -

STANDARD FOODS CORPORATION

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

Ordinary Shares Capital Surplus
BALANCE AT JANUARY 1, 2020
$ 9,150,897
$ 109,718

Appropriation of 2019 earnings
Legal reserve

-

-

Cash dividends to shareholders

-

-

Share dividends to shareholders

-

-

Adjustment of capital surplus for the Company's cash dividends
received by subsidiaries

-

17,674

Net profit for the year ended December 31, 2020
-
-
Other comprehensive income (loss) for the year ended December 31,
2020, net of income tax

-

-

Total comprehensive income for the year ended December 31, 2020
-

-

BALANCE AT DECEMBER 31, 2020

9,150,897

127,392

Appropriation of 2020 earnings
Legal reserve

-

-

Cash dividends to shareholders

-

-

Adjustment of capital surplus for the Company's cash dividends
received by subsidiaries

-

16,674

Net profit for the year ended December 31, 2021
-
-
Other comprehensive income (loss) for the year ended December 31,
2021, net of income tax

-

-

Total comprehensive income (loss) for the year ended December 31,
2021

-

-

BALANCE AT DECEMBER 31, 2021
$ 9,150,897
$ 144,066
Retained Earnings Total
$ 8,016,188


-


-

(2,424,987)


-

3,212,801

(21,129)


3,191,672


8,782,873


-

(2,287,724)


-

2,456,628

1,708


2,458,336

$ 8,953,485
Other Equity Total
Treasury Shares
$ (577,494)
$ (21,182)


-

-


-

-


-

-


-

-

-
-

222,002

-


222,002

-


(355,492)

(21,182)


-

-


-

-


-

-

-
-

165,416

-


165,416

-

$ (190,076)
$ (21,182)
Total Equity
$ 16,678,127

-

-
(2,424,987)

17,674
3,212,801

200,873

3,413,674
17,684,488

-
(2,287,724)

16,674
2,456,628

167,124

2,623,752
$ 18,037,190
Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (693,038)
$ 115,544


-

-


-

-


-

-


-

-

-
-

120,832

101,170


120,832

101,170


(572,206)

216,714


-

-


-

-


-

-

-
-

(40,651)

206,067


(40,651)

206,067

$ (612,857)
$ 422,781

Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 2,945,412
$ 330,945
$ 4,739,831


341,610

-

(341,610)


-

246,549

(246,549)


-

-
(2,424,987)


-

-

-

-
-
3,212,801

-

-

(21,129)


-

-

3,191,672


3,287,022

577,494

4,918,357


319,167

-

(319,167)


-

-
(2,287,724)


-

-

-

-
-
2,456,628

-

-

1,708


-

-

2,458,336

$ 3,606,189
$ 577,494
$ 4,769,802

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

  • 197 -

STANDARD FOODS CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

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

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

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

Proceeds from sale of financial assets at amortized cost
Net cash inflow on disposal of subsidiary
Payments for property, plant and equipment
2021
$ 2,984,566

226,629
15,378
419
35,432
843
(19,427)
(1,471)
(309,413)
15,247
259
(922)
109,814
(170)
134,622
8,812
21,244
41,325
143,401
(186,294)
(7,553)
(4,155)
19,912
(95,069)
(1,054)
150,235
35,495
(14,819)

3,303,286
19,930
(843)
(589,112)

2,733,261

(2,307,737)
2,091,545
8,584
(204,677)
2020
$ 3,921,367
225,981
8,105
(217)
(3,063)
1,084

(21,974)

(1,721)

(990,798)
951
-

-
(553,676)

(5)
168,589
4,899
(20,660)
(944,303)
92,441

74,443

(12,030)

6,405
(288)

(48,317)

(5,615)
69,453
16,386

(43,387)
1,944,050
23,737

(1,084)

(688,243)

1,278,460
(2,240,636)
2,757,870
-

(185,413)
(Continued)
  • 198 -

STANDARD FOODS CORPORATION

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

Proceeds from disposal of property, plant and equipment

Payments for intangible assets
Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Dividends received from subsidiaries
Other dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
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 INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2021
$ 2,649

(16,979)
(7,474)
-
(6,757)
419,348
1,471

(20,027)

(23,433)
(2,287,724)
-

(2,311,157)

402,077
205,747

$ 607,824
2020
$ 2,417

(13,541)

-
1,323

(3,409)
442,255

1,721

762,587

(25,688)
(2,424,987)

(9,056)
(2,459,731)
(418,684)

624,431
$ 205,747

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

(Concluded)

  • 199 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

STANDARD FOODS CORPORATION

1. GENERAL INFORMATION

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

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

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on March 21, 2022.

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)

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.

  • b. The IFRSs endorsed by the FSC for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

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
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • Note 1: 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 2: 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.

  • 200 -

  • Note 3: 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 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Company has assessed that the application of other standards and interpretations will not have a material impact on the Company’s financial position and financial performance.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

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 12 “Deferred Tax related to Assets and Liabilities
arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2022 (Note 4)
  • 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 will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: 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.

  • Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

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.

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.

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  • 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;

  • 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.

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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.

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.

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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.

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.

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  • 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.

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k. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

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

  • 206 -

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the 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.

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On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the 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.

  • 208 -

The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

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.

  • 209 -

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.

  • 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.

  • 210 -

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.

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

December 31 December 31


2021
$ 1,130

294,015

312,679

$ 607,824
2020
$ 1,432
168,318
35,997
$ 205,747

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

Bank balance
December 31
2021
2020
0.001%-2.900% 0.010%-2.500%
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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

December 31
2021
2020
Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
$ 944,978
$ 1,089,781
Note cash

28,239

29,032
$ 973,217
$ 1,118,813
Financial assets at FVTPL-non-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Domestic unlisted shares
$ 2,244
$ 1,894
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31
2021
2020
Current
Investments in equity instruments at fair value through other
comprehensive income (FVTOCI)
$ 21,185
$ 20,671
Non-current
Investments in equity instruments at FVTOCI
$ 112,265
$ 77,341
Investments in Equity Instruments at FVTOCI
December 31
2021
2020
Current
Listed shares and emerging market shares
Ordinary shares - Far Eastern International Bank
$ 15,523
$ 15,374
Ordinary shares - Chunghwa Telecom Co., Ltd.

5,662

5,297
$ 21,185
$ 20,671
Non-current
Listed shares and emerging market shares
Ordinary shares - GeneFerm Biotechnology Co., Ltd.
$ 95,136
$ 62,423
Unlisted shares
Ordinary shares - Dah Chung Bills Finance Corp.

17,129

14,918
$ 112,265
$ 77,341
December 31 December 31 December 31

2021
2020
$ 21,185
$ 20,671
$ 112,265
$ 77,341
**December 31 **





2021
$ 15,523


5,662

$ 21,185

$ 95,136


17,129

$ 112,265
2020
$ 15,374
5,297
$ 20,671
$ 62,423
14,918
$ 77,341

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

  • 212 -

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.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months
December 31 December 31
2021
$ 1,309,153
2020
$ 1,092,961

The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.40%-2.62% and 0.40%-2.08% per annum as of December 31, 2021 and 2020, respectively.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Operating

Trade receivables
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Other receivables
Accrued interest

Payment on behalf of others
Accrued promoted subsidy
Others

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






2021
$ 175

$ 1,829,594

(908)

$ 1,828,686

$ 2,939

-
-
9,734

$ 12,673
2020
$ 5
$ 1,981,590

(1,116)
$ 1,980,474
$ 3,442
3,259
19,543

8,176
$ 34,420

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.

  • 213 -

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, 2021

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2020
Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost
Not Past Due
0.01%
$ 1,822,307

(174)

$ 1,822,133

Not Past Due
0.01%
$ 1,979,787

(186)

$ 1,979,601
Less than 30
Days
4.98%
$ 5,083

(253)

$ 4,830

Less than 30
Days
6.72%
$ 506

(34)

$ 472
31 to 90 Days 91 to 180 Days Over 180 Days
15.82%
50.00%
100.00%
$ 2,194 $ 102 $ 83

(347)

(51)

(83)

$ 1,847
$ 51
$ -

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
$ -
Total
$ 1,829,769

(908)
$ 1,828,861
Total
$ 1,981,595

(1,116)
$ 1,980,479

December 31, 2020

The movements of the loss allowance of trade receivables were as follows:


Balance at January 1
Add: Net remeasurement of loss allowance
Less: Net remeasurement of loss allowance
Less: Amounts written off
Balance at December 31
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2021
$ 1,116

419
-
(627)
$ 908
2020
$ 1,333
-
(217)
-
$ 1,116
  • 214 -

11. INVENTORIES

Merchandise

Finished goods
Work in progress
Raw materials
Packing materials

December 31 December 31


2021
$ 214,067

881,331
130,125
422,421
42,985

$ 1,690,929
2020
$ 481,002
724,984
145,137
451,762

31,445
$ 1,834,330

The cost of inventories recognized as cost of goods sold for the year ended December 31, 2021 included loss on write-downs of inventories $9,508 thousand and loss on abandoned inventories of $7,434 thousand. 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.

12. PREPAYMENTS

Prepayments for purchases

Prepayments for rent
Prepayments for equipment parts
Prepayments for fuel oil
Prepayments for insurance
Prepayments for advertisements
Others

December 31 December 31


2021
$ 294,232

20,037
18,351
2,520
426
2,224

16,210

$ 354,000
2020
$ 128,696
-
18,338
2,352
482
1,540
16,298
$ 167,706

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”)
Shanghai Le Ben Tuo Health Technology Co., Ltd. (“Shanghai Le
Ben Tuo”)
Standard Foods, LLC.

December 31 December 31



2021
$ 3,546,644
5,538,645
1,134,020
422,385
425,275
82,390

-
32,168

8,304

$ 11,189,831
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
  • 215 -
Name of Subsidiary
Accession Limited
Cayman Standard
Standard Dairy Products
Charng Hui
Domex Technology
Standard Beverage
Le Bonta Wellness (Note 1)
Shanghai Le Ben Tuo
Standard Foods, LLC. (Note 2)
Proportion of Ownership and
Voting Rights
December 31
2021
2020
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%
51.0%
51.0%
100.0%
100.0%

Note 1: Le Bonta Wellness has been liquidated in August, 2021.

Note 2: 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, 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

Cost
Balance at January 1, 2021
$ 399,296
Additions
-
Disposals
-
Reclassified

10,805

Balance at December 31, 2021$ 410,101
Buildings
$ 1,027,351

-

(8,859 )

44,932

$ 1,063,424

$ 633,689

(8,698 )

55,685

$ 680,676

$ 382,748

$ 1,063,424

-

(56,063 )

59,790

$ 1,067,151
Equipment
$ 2,266,941

-

(74,601 )

78,562

$ 2,270,902

$ 1,788,743

(71,401 )

132,742

$ 1,850,084

$ 420,818

$ 2,270,902

-

(156,403 )

115,620

$ 2,230,119
Other
Equipment
$ 187,458

-

(13,838 )

10,624

$ 184,244

$ 152,314

(13,831 )

13,360

$ 151,843

$ 32,401

$ 184,244

-

(17,238 )

35,752

$ 202,758
Property in
Construction
Total
$ 69,269
$ 3,947,375

185,413
185,413

-
(97,298 )

(137,058)

-
$ 117,624
$ 4,035,490
$ -
$ 2,574,746

-
(93,930 )

-

201,787
$ -
$ 2,682,603
$ 117,624
$ 1,352,887
$ 117,624
$ 4,035,490

204,677
204,677

-
(229,704 )

(221,967)

-
$ 100,334
$ 4,010,463
(Continued)
  • 216 -
Freehold Land
Accumulated depreciation and
impairment
Balance at January 1, 2021
$ -
Disposals
-
Depreciation expenses

-

Balance at December 31, 2021$ -

Carrying amount at
December 31, 2021
$ 410,101
Buildings
$ 680,676

(45,844 )

58,855

$ 693,687

$ 373,464
Equipment
$ 1,850,084

(149,646 )

124,880

$ 1,825,318

$ 404,801
Other
Equipment
$ 151,843

(16,318 )

14,283

$ 149,808

$ 52,950
Property in
Construction
$ -


-

-

$ -

$ 100,334
Total
$ 2,682,603
(211,808 )

198,018
$ 2,668,813
$ 1,341,650

(Concluded)

No impairment assessment was performed for the years ended December 31, 2021 and 2020 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

December 31 December 31


2021
$ 2,179

136,528
349

1,404

$ 140,460
2020
$ 2,898
56,602
445
3,229
$ 63,174
  • 217 -

Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings
Office equipment
Transportation equipment

For the Year Ended For the Year Ended December 31



2021
$ 149,116

$ 1,853

25,870
96

792

$ 28,611
2020
$ 3,073
$ 1,851
21,190
76
1,077
$ 24,194
  • b. Lease liabilities
Carrying amounts
Current

Non-current
**December 31 ** **December 31 **

2021
$ 31,963

$ 108,617
2020
$ 20,979
$ 38,059

Range of discount rates for lease liabilities was as follows:

Land
Buildings
Office equipment
Transportation equipment
December 31
2021
2020
1.07%
1.07%
1.07%
1.07%
1.07%
1.07%
1.07%
-
  • 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 **
2021
$ 19,860
$ (44,136)
2020
$ 23,730
$ (50,362)

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.

  • 218 -

16. INTANGIBLE ASSETS

Cost
Balance at January 1, 2020

Additions

Balance at December 31, 2020

Accumulated amortization and impairment
Balance at January 1, 2020

Amortization expenses

Balance at December 31, 2020

Carrying amount at December 31, 2020

Cost
Balance at January 1, 2021

Additions

Balance at December 31, 2021

Accumulated amortization and impairment
Balance at January 1, 2021

Amortization expenses

Balance at December 31, 2021

Carrying amount at December 31, 2021
Computer
Software
$ 210,383
13,541

$ 223,924

$ 207,440
2,824

$ 210,264

$ 13,660

$ 223,924
16,979

$ 240,903

$ 210,264
9,538

$ 219,802

$ 21,101

No impairment assessment was performed for the years ended December 31, 2021 and 2020 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

  • 219 -

17. OTHER ASSETS

Current
Advances to officers
Right to recover a product
Others
Non-current
Refundable deposits
Others
December 31
2021
$ 17,330
16,978

623
$ 34,931
$ 23,633

4,686
$ 28,319
2020
$ 24,177
3,201

-
$ 27,378
$ 16,159

3,769
$ 19,928

18. NOTES PAYABLE AND TRADE PAYABLES

Notes payable
Operating

Trade payables
Operating
**December 31 ** **December 31 **

2021
$ 20,201

$ 732,876
2020
$ 289
$ 827,945

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.

19. OTHER LIABILITIES

Current
Other payables
Payable for salaries and bonuses

Payable for compensation of employees
Payable for remuneration of directors
Payable for commission and rebates
Advertisement payable
Payable for royalties
Payable for freight
**December 31 **
2021
2020
$ 194,941
$ 183,654
38,903
49,921
16,716
21,965
476,823
432,133
194,686
157,725
24,817
23,682
6,011
5,993
(Continued)
  • 220 -
Payable for purchases of equipment

Payable for labor and health insurance
Payable for environmental recycling fee
Others


Other liabilities
Return liability and Others

Non-current
Other liabilities
Guarantee deposits
December 31 December 31




2021
$ 65,890

17,613
10,322
214,102

$ 1,260,824

$ 43,418

$ 150
2020
$ 54,891
15,773
10,343

154,509
$ 1,110,589
$ 24,670
$ 150
(Concluded)

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.

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.

  • 221 -

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


2021
$ 493,434

(318,567)

$ 174,867
2020
$ 515,182
(326,789)
$ 188,393

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, 2020 $ 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
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
Service cost
Current service cost 3,647 - 3,647
Net effects in employee transfer 18,983 - 18,983
Net interest expense (income)
2,576

(1,694)

882
Recognized in profit or loss
25,206

(1,694)

23,512
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (4,097) (4,097)
Actuarial loss - changes in demographic
assumptions 12,953 - 12,953
Actuarial profit - experience adjustments
(7,563)

-

(7,563)
Recognized in other comprehensive income
5,390

(4,097)

1,293
Contributions from the employer
-

(38,331)

(38,331)
Benefits paid
(52,344)

52,344

-
Balance at December 31, 2021 $ 493,434
$ (318,567)
$ 174,867
  • 222 -

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
2021
2020
0.500%
0.500%
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



2021
$ (11,755)

$ 12,168

$ 11,678

$ (11,347)
2020
$ (12,759)
$ 13,219
$ 12,680
$ (12,310)

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
2021
$ 28,055

9.6 years
2020
$ 23,807
10.3 years
  • 223 -

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 **



2021
920,000

$ 9,200,000

915,089

$ 9,150,897
2020

920,000
$ 9,200,000

915,089
$ 9,150,897

2) Global depositary receipts

As of December 31, 2021, 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


2021
$ 1

143,599

466

$ 144,066
2020
$ 1
126,925
466
$ 127,392
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries that result from equity transactions other than actual disposals or acquisitions, or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be appropriated from (less any paying taxes and deficit):

  • 1) 10% thereof as legal reserve;

  • 224 -

  • 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.

The appropriations of earnings 2020 and 2019 approved in the shareholders’ meetings on July 22, 2021 and June 16, 2020, 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


2020
$ 319,167

$ -

$ 2,287,724

$2.5
2019
$ 341,610
$ 246,549
$ 2,424,987
$2.65

The appropriations of earnings for 2021 had been proposed by the Company’s board of directors on March 21, 2022. The appropriations and dividends per share were as follows:

Appropriation Appropriation
of Earnings
Legal reserve $ 245,834
Special reserve $ 1,738,670
Cash dividends $1.9

The appropriations of earnings for 2021 are subject to the resolution of the shareholders in their meeting to be held on June 16, 2022.

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 **


2021
$ 577,494


-

$ 577,494
2020
$ 330,945
246,549
$ 577,494
  • 225 -

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
**For the Year Ended ** **For the Year Ended ** **December 31 **



2021
$ (572,206)


(40,651)


(40,651)

$ (612,857)
2020
$ (693,038)
120,832
120,832
$ (572,206)
  • 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
For the Year Ended For the Year Ended December 31



2021
$ 216,714


206,067


206,067

$ 422,781
2020
$ 115,544
101,170
101,170
$ 216,714
  • f. Treasury shares
Shares Held by
Subsidiaries (In
Thousands of
Purpose of Buy-back Shares)
Number of shares at January 1, 2021 and December 31, 2021
6,669
Number of shares at January 1, 2020 and December 31, 2020
6,669

For the purpose of maintaining the Company’s credit and shareholders’ equity, the Company’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Name of Subsidiary
Number of
Shares Held
(In Thousands
of Shares)
December 31, 2021
Chang Hui
6,669

December 31, 2020
Chang Hui
6,669
Carrying
Amount
Market Price
$ 21,182
$ 352,815
$ 21,182
$ 408,839
  • 226 -

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 the Year Ended December 31 the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
2021 2020
Revenue from contracts with customers
Revenue from sale of goods $ 12,496,867
$ 13,184,535
a. Contract balances
December 31, December 31, January 1,
2021 2020 2020
Notes receivable (Note 10) $ 175
$ 5
$ -
Trade receivables (Note 10) $ 1,829,594
$ 1,981,590
$ 2,150,179
Trade receivables from related parties
(Note 10) $ 127,773
$ 136,585
$
141,484
Contract liabilities - current
Sale of goods $ 17,285
$ 21,440
$
15,035
b. Disaggregation of revenue
Reportable Segments
Nutritious Cooking
Foods Products Others Total
For the year ended
December 31, 2021
Type of goods or services
Sale of goods $
9,938,204
$
2,238,090

$
320,573
$ 12,496,867
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
  • 227 -

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
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 4,591

7,010
70
7,672

84

$ 19,427
2020
$ 2,850
13,886
361
4,812

65
$ 21,974

b. Other income



Royalties
Dividends
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2021
$ 9,032


1,471

$ 10,503
2020
$ 9,577

1,721
$ 11,298

c. Other gains and losses


Fair value changes of financial assets and financial liabilities
Net gain (loss) on financial assets mandatorily classified as at
FVTPL
Net foreign exchange gains
Net loss on disposal of property, plant and equipment
Government grants
Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2021
$ (35,432)

3,029
(15,247)
-

35,262

$ (12,388)
2020
$ 3,063
37,129
(951)
98

11,059
$ 50,398

d. 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


2021
$ -


843

$ 843
2020
$ 140

944
$ 1,084
  • 228 -

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 20)

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
2021
$ 419

9,508
$ 9,927
For the Year Ended
2020
$ (217)

(2,765)
$ (2,982)
December 31
2021
$ 169,049


57,580

$ 226,629

$ 8,987


6,391

$ 15,378

For the Year Ended
2020
$ 173,659
52,322
$ 225,981
$ 4,127
3,978
$ 8,105
December 31






2021
$ 36,693

23,512

60,205
1,154,969

$ 1,215,174

$ 534,097

681,077

$ 1,215,174
2020
$ 34,577

5,739
40,316

1,148,500
$ 1,188,816
$ 523,231

665,585
$ 1,188,816
  • 229 -

  • 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, 2021 and 2020, which were approved by the Company’s board of directors on March 21, 2022 and March 22, 2021, 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
2021
2020
1.28%
1.25%
0.55%
0.55%
**For the Year Ended December 31 **
2021
Cash
$ 38,903
16,716
2020
Cash
$ 49,921
21,965

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, 2020 and 2019.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2021 and 2020 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
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 33,208

(30,179)

$ 3,029
2020
$ 85,396
(48,267)
$ 37,129
  • 230 -

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 **



2021
$ 550,479

29,239

(7,779)

571,939

(44,001)

$ 527,938
2020
$ 588,864
18,783
(11,340)
596,307
112,259
$ 708,566

A reconciliation of accounting profit and income tax expenses is as follows:


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 For the Year Ended December 31



2021
$ 2,984,566

$ 596,913

23,524
(113,959)
29,239
(7,779)

$ 527,938
2020
$ 3,921,367
$ 784,273
18,089

(101,239)
18,783

(11,340)
$ 708,566

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
2021
$ (10,163)
1,190

(3)
$ (8,976)
2020
$ 30,209
(4,115)

20
$ 26,114
  • c. Current tax liabilities
Current tax liabilities
Income tax payable
December 31 December 31
2021
$ 282,639
2020
$ 299,812
  • 231 -

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, 2021

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 $ 49,881 $ 22,960 $ - $ 72,841
Exchange differences on translation of the financial
statements of foreign operations 143,050 - 10,163 153,213
Defined benefit plans 68,829 163 259 69,251
Deferred sales returns and allowances 3,916 (141 ) - 3,775
Allowance for inventory loss 1,624 1,902 - 3,526
FVTOCI financial assets 43,869 - 3 43,872
Others
10,130

(9,921 )
-
209
$ 321,299 $ 14,963 $ 10,425 $ 346,687
Deferred tax liabilities
Temporary differences
Investments accounted for using the equity method $ 307,620 $ (24,753 ) $ - $ 282,867
Reserve for land value increment tax 33,685 - - 33,685
Defined benefit plans - (213 ) 1,449 1,236
Others
6,105

(4,072 )
-
2,033
$ 347,410 $ (29,038) $
1,449
$ 319,821

For the year ended December 31, 2020

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 $ 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

e. Income tax assessments

The income tax returns of the Company through 2020 have been assessed by the tax authorities.

  • 232 -

25. EARNINGS PER SHARE

Unit: NT$ Per Share


Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
$ 2.70

$ 2.70
2020
$ 3.54
$ 3.53

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 **
2021
$ 2,456,628
2020
$ 3,212,801

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 **


2021
908,420


968

909,388
2020
908,420

1,070
909,490

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.

  • 233 -

27. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2021
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, 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

Level 1
$ -
944,978

-

$ 944,978

$ 116,321

-

$ 116,321

Level 1
$ -
1,089,781

-

$ 1,089,781

$ 83,094

-

$ 83,094
Level 2
$ -

-

28,239

$ 28,239

$ -

-

$ -

Level 2
$ -

-

29,032

$ 29,032

$ -

-

$ -
Level 3
$ 2,244

-

-

$ 2,244

$ -

17,129

$ 17,129

Level 3
$ 1,894

-

-

$ 1,894

$ -

14,918

$ 14,918
Total
$ 2,244

944,978

28,239

$ 975,461

$ 116,321

17,129

$ 133,450

Total
$ 1,894

1,089,781

29,032

$ 1,120,707

$ 83,094

14,918

$ 98,012

There were no transfers between Levels 1 and 2 in the current and prior year.

  • 234 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2021

Financial Assets
Balance at January 1, 2021
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, 2021
Recognized in other gains and losses -
unrealized
For the year ended December 31, 2020
Financial Assets
at FVTPL

Equity
Instruments
$ 1,894
350

-
$ 2,244
$ 350
Financial Assets
at FVTOCI
Equity
Instruments
$ 14,918

-

2,211

$ 17,129

Total
$ 16,812
350

2,211

$ 19,373

$ 350
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
Financial Assets
at FVTPL

Equity
Instruments
$ 7,575
(1,343)
-

(4,338)
$ 1,894
$ 1,062
Financial Assets
at FVTOCI
Equity
Instruments
$ 15,702

-
(784)

-

$ 14,918

Total
$ 23,277
(1,343)
(784)

(4,338)
$ 16,812
$ 1,062
  • 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).

  • 235 -

The market approach uses prices and other relevant information that have been generated by market transactions that involved underlying assets.

The asset approach is that assets and liabilities of an investee are measured at fair value with the objective of obtaining the fair value of the investee’s underlying asset at the measurement date.

  • b. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
**December 31 **
2021
2020
$ 975,461
$ 1,120,707
4,816,137
4,413,896
133,450
98,012
838,589
903,801
  • 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 30.

  • 236 -

Sensitivity analysis

The Company was mainly exposed to the RMB, USD, EUR, AUD, CHF and SGD.

The following table details the Company’s sensitivity to a 3% increase or decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. A change of 3% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis used the outstanding foreign currency denominated monetary items at the end of the reporting period and assumed the exchange rates at the end of the reporting period changed by 3% increase or decrease. The amount below indicates an increase (decrease) in 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
2021
2020
$ 29,119 (i) $ 26,980 (i)
EUR Impact
For the Year Ended
December 31
2021
2020
$ (2,259) (iii) $ - (iii)
USD Impact
For the Year Ended
December 31
2021
2020
$ (1,403) (ii) $ 5,874 (ii)
AUD Impact
For the Year Ended
December 31
2021
2020
$ 113 (iv) $ 775 (iv)
CHF Impact
For the Year Ended
December 31
2021
2020
$ 543 (v) $ 1,405 (v)
  • i. This was mainly attributable to the exposure of outstanding RMB bank deposits, receivables and payables 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 and receivables which were not hedged at the end of the reporting period.

  • 237 -

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
Sensitivity analysis
December 31
2021
2020
$ 742,732
$ 434,758
140,580
59,038
879,100
694,200

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, 2021 and 2020 would have increased/decreased by $8,791 thousand and $6,942 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 31,2021 and 2020 would have increased/decreased by $9,755 thousand and $11,207 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, 2021 and 2020 would have increased/decreased by $1,335 thousand and $980 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

  • 238 -

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 74% and 79% in total trade receivables as of December 31, 2021 and 2020, was related to the Company’s four largest customers.

  • 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, 2021 and 2020, the Company had available unutilized bank loan facilities in the amounts of $1,977,047 thousand and $2,032,062 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, 2021

On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-interest bearing
$ 263,595
$ 525,427
$ 49,417

Lease liabilities
2,811
5,540
24,933
Contract liabilities

5,762

11,523

-

$ 272,168
$ 542,490
$ 74,350
1-5 Years
$ 150
110,708

-
$ 110,858
  • 239 -

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

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 Relationship with the Company Standard Dairy Products Subsidiary Standard Beverage Subsidiary Dermalab S.A. (“Dermalab”) Subsidiary Standard Foods (China) Co., Ltd. (“Chain Standard Foods”) Subsidiary Standard Foods (Xiamen) Co., Ltd. (“Xiamen Standard Foods”) Subsidiary Shanghai Le Ben Tuo Health Technology Co., Ltd. Subsidiary GeneFerm Biotechnology Co., Ltd. (“GeneFerm”) 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 For the Year Ended December 31


2021
$ 1,403,341

24,683
105

$ 1,428,129
2020
$ 1,442,012
26,058

-
$ 1,468,070

Sales to related parties were conducted on normal commercial terms.

  • 240 -

  • c. Purchases of goods


Related Party Category/Name
Subsidiaries
Standard Dairy Products

Others
The Company is one of the directors
GeneFerm

For the Year Ended For the Year Ended December 31


2021
$ 858,375

-

76,368

$ 934,743
2020
$ 900,852
1,015
72,095
$ 973,692

Purchases from related parties were conducted on normal commercial terms.

  • d. Receivables from related parties
Line Items
Related Party Category/Name
Trade receivables
Subsidiaries
Standard Dairy Products

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





2021
$ 120,483

7,290

$ 127,773

$ 4,087

10,416
18,105
218,403
655,209

$ 906,220
2020
$ 127,574

9,011
$ 136,585
$ 2,761
20,117
46,842
351,346

526,479
$ 947,545

The outstanding receivables from related parties are unsecured. For the years ended December 31, 2021 and 2020, 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

2021
$ 19,472
2020
$ 20,526

The outstanding payables from related parties are unsecured.

  • 241 -

  • 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

Dermalab

China Standard Foods
Xiamen Standard Foods

December 31 December 31
2021
$ 10,300

18,105
217,355

652,065

$ 897,825

For the Year Ended
2020
$ 20,000
46,842
349,184
523,776
$ 939,802
December 31



2021
$ 151

443
2,126

4,952

$ 7,672
2020
$ 15
-
2,128
2,669
$ 4,812
  • g. Endorsements and guarantees

Endorsements and guarantees provided by the Company

Related Party Category/Name
Subsidiaries
Standard Beverage
Amount endorsed

Amount utilized
Other transactions with related parties

Line Items
Related Party Category/Name
Royalty revenue
Subsidiaries
Standard Dairy Products

Service revenue
Subsidiaries
Standard Beverage
December 31 December 31 December 31
2021
2020
$ 143,040
$ 202,400
-
-
For the Year Ended December 31

2021
$ 9,032

$ 1,320
2020
$ 9,577
$ 1,320

h. Other transactions with related parties

  • 242 -

  • i. Remuneration of key management personnel


Short-term employee benefits

Post-employment benefits

For the Year Ended For the Year Ended December 31


2021
$ 28,036


241

$ 28,277
2020
$ 38,785
326
$ 39,111

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, 2021 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$1,812 thousand and JP¥18,567 thousand.

  • c. Unrecognized commitments for acquisition of property, plant and equipment of approximately $101,532 thousand.

  • d. Unrecognized commitments for acquiring approximately 14,753 tons of colostrum from dairymen.

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, 2021
Foreign
Currency
Exchange Rate
Financial assets
Monetary items
USD
$ 8,949
27.68 (USD:NTD)
EUR
450
31.32 (EUR:NTD)
RMB
223,285
4.35 (RMB:NTD)
AUD
187
20.08 (AUD:NTD)
CHF
600
30.18 (CHF:NTD)

Carrying
Amount
$ 247,707

14,104

970,640

3,754

18,105
$ 1,254,310
(Continued)
  • 243 -
Foreign
Currency
Exchange Rate
Non-monetary items

Investments accounted for using the
equity method
USD
$ 300
27.68 (USD:NTD)
RMB
2,097,347
4.35 (RMB:NTD)




Financial liabilities


Monetary items
USD
10,639
27.68 (USD:NTD)
EUR
2,854
31.32 (EUR:NTD)

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)



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)
Carrying
Amount
$ 8,304

9,117,457
$ 9,125,761
$ 294,489

89,390
$ 383,879
(Concluded)
Carrying
Amount
$ 199,736

899,341

34,585

46,842
$ 1,180,504
$ 8,544

9,399,372
$ 9,407,916
$ 3,936

8,756
$ 12,692
  • 244 -

The significant realized and unrealized foreign exchange gains (losses) were as follows:

For the Year Ended December 31

Foreign
Currency
USD
RMB
EUR
AUD
CHF
SGD
Others
2021
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
28.01 (USD:NTD)
$ 8,365
4.34 (RMB:NTD)
(6,392)
33.16 (EUR:NTD)
3,471
21.06 (AUD:NTD)
449
30.64 (CHF:NTD)
(3,105)
20.85 (SGD:NTD)
(16)

257
$ 3,029
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

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) Trading in derivative instruments: None.

  • b. Information on reinvestments (excluding investees in mainland China): (Table 6).

  • c. 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)

  • 245 -

  • 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)

  • 246 -

TABLE 1

STANDARD FOODS CORPORATION

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (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
Collateral Collateral 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
$ 63,578
350,984
653,670
50,000
$ 18,105
217,355
652,065
50,000
$ 18,105
217,355
652,065
10,300
1.000%
1.000%
1.000%
0.950%
b.
b.
b.
b.
$ -
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation
$ -
-
-
-
-
-
-
-
$ -
-
-
-
$ 6,963,681
(Note 3)
3,481,840
(Note 4)
3,481,840
(Note 4)
6,963,681
(Note 3)
$ 6,963,681
(Note 3)
6,963,681
(Note 5)
6,963,681
(Note 5)
6,963,681
(Note 3)
Note 11
Note 11
Note 11
Note 11
1 Standard Investment
(China) Co., Ltd.
Shanghai Dermalab
Corporation
Shanghai Le Ben Tuo
Health Technology
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
175,492
175,492
526,476
438,730
173,884
173,884
521,652
434,710
107,543
143,646
19,797
431,098
1.000%
1.000%
1.000%
1.000%
b.
b.
b.
b.
-
-
-
-
Need for operation
Need for operation
Need for operation
Need for operation
-
-
-
-
-
-
-
-
-
-
-
-
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
1,941,274
(Note 6)
Note 11
Note 11
Note 11
Note 11
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
614,222
460,667
608,594
456,446
402,585
456,446
1.000%
1.000%
b.
b.
-
-
Need for operation
Need for operation
-
-
-
-
-
-
1,263,406
(Note 7)
1,263,406
(Note 7)
1,263,406
(Note 7)
1,263,406
(Note 7)
Note 11
Note 11
3 Shanghai Le Ben De
Health Technology
Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 10,968 10,868 10,868 1.000% b. - Need for operation - - - 11,884
(Note 8)
11,884
(Note 8)
Note 11
4 Shanghai Le Ho
Industrial Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 8,775 8,694 6,686 1.000% b. - Need for operation - - - 189,013
(Note 9)
189,013
(Note 9)
Note 11
5 Shanghai Le Min
Industrial Co., Ltd.
Standard Investment
(China) Co., Ltd.
Financing receivables -
related parties
Y 21,789 21,736 17,693 1.000% b. - Need for operation - - - 118,024
(Note 10)
118,024
(Note 10)
Note 11

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 $6,963,681 thousand (the net value per financial statements of $17,409,202 thousand x 40% as of September 30, 2021).

  • Note 4: The total amount shall not exceed 20% of net value of Standard Foods Corporation, which was calculated to be $3,481,840 thousand (the net value per financial statements of $17,409,202 thousand x 20% as of September 30, 2021).

  • Note 5: The total amount shall not exceed 40% of net value of Standard Foods Corporation, which was calculated to be $6,963,681 thousand (the net value per financial statements of $17,409,202 thousand x 40% as of September 30, 2021).

  • Note 6: The total amount shall not exceed 40% of net value of Standard Investment (China) Co., Ltd., which was calculated to be $1,941,274 thousand (the net value per financial statements of $4,853,185 thousand x 40% as of September 30, 2021).

  • Note 7: The total amount shall not exceed 40% of net value of Shanghai Standard Foods Co., Ltd., which was calculated to be $1,263,406 thousand (the net value per financial statements of $3,158,515 thousand x 40% as of September 30, 2021).

  • Note 8: The total amount shall not exceed 40% of net value of Shanghai Le Ben De Health Technology Co., Ltd., which was calculated to be $11,884 thousand (the net value per financial statements of $29,709 thousand x 40% as of September 30, 2021).

Note 9: The total amount shall not exceed 40% of net value of Shanghai Le Ho Industrial Co., Ltd., which was calculated to be $189,013 thousand (the net value per financial statements of $472,532 thousand x 40% as of September 30, 2021).

Note 10: The total amount shall not exceed 40% of net value of Shanghai Le Min Industrial Co., Ltd., which was calculated to be $118,024 thousand (the net value per financial statements of $295,060 thousand x 40% as of September 30, 2021).

Note 11: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 247 -

TABLE 2

STANDARD FOODS CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (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. $ 13,927,362
(Note 3)
$ 145,605 $ 143,040 $ - $ - 0.82% $ 17,409,202
(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 $13,927,362 thousand (the net value per financial statements of $17,409,202 thousand x 80% as of September 30, 2021).

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 $17,409,202 thousand (the net value per financial statements of $17,409,202 thousand x 100% as of September 30, 2021).

Note 5: Guarantee provided by the listed parent company, guarantee provided by the subsidiary or guarantee provided to subsidiaries in mainland China, coded “Y”.

  • 248 -

TABLE 3

STANDARD FOODS CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2021 (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, 2021 December 31, 2021 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
Cathay China Domestic Demand Growth Fund
Cathay Target Date 2029 Fund
FSITC Taiwan Money Market Fund
Cathay Global Aggressive Fund
President Hang Seng TECH Index
Note cash
CODEIS Smart Cash Note
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 - current
Financial assets at fair value through
profit or loss - current
Financial assets at fair value through
profit or loss - current
1,444,013
48,600
2,145,110
1,274,480
15,776,977
14,031,671
9,285,458
3,585,869
4,720,915
9,312,631
2,284,844
5,900,000
10,000
$ 15,523
5,662
95,136
17,129
200,014
210,294
127,012
101,408
60,701
144,079
61,645
39,825
28,239
-
-
5.3
0.3
-
-
-
-
-
-
-
-
-
$ 15,523
5,662
95,136
17,129
200,014
210,294
127,012
101,408
60,701
144,079
61,645
39,825
28,239

(Continued)

  • 249 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
Standard Dairy Products Taiwan Limited
Charng Hui Ltd.
Shares
Techgains Pan-Pacific Corporation
Authenex, Inc.
Paradigm Venture Capital 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, Inc. - Series - Ordinary Shares
Mutual funds
Cathay China Domestic Demand Growth Fund
Cathay Target Date 2029 Fund
Cathay Global Aggressive Fund
Shares
Standard Foods Corporation
Formosa Plastics Corporation
China Steel Corporation
Polytronics Technology Corp.
Taiwan Semiconductor Manufacturing Co., Ltd.
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 - 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 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
500,000
2,424,242
153,320
11,200
800,000
107,815
3,455
71,397
29,173
31,135
29,102
12,938
1,195,290
786,819
761,615
6,669,471
91,440
803,258
1,596,000
90,000
$ -
-
2,244
-
-
-
-
-
-
-
-
-
33,803
10,117
20,548
352,815
9,510
28,395
199,500
55,350
0.9
5.5
7.0
0.2
7.8
1.0
1.2
1.2
1.2
1.3
1.3
1.2
-
-
-
0.7
-
-
2.0
-
$ -
-
2,244
-
-
-
-
-
-
-
-
-
33,803
10,117
20,548
352,815
9,510
28,395
199,500
55,350
Note

(Continued)

  • 250 -
Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
Standard Beverage Company Limited
Domex Technology Corporation
Accession Limited
Mutual funds
Fuh Hwa Global Strategic Allocation FoF
Franklin Templeton SinoAm Franklin Templeton
Global Bond Fund of Funds-Accu.
Taishin 1699 Money Market Fund
Shares
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 - 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 - 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
1,000,000
1,453,360
73,768
8,297,000
1,000,000
7,742
225,000
282,988
3,600,000
200
33,453
$ 13,380
18,218
1,009
-
-
4,991
3,258
3,547
393,948
1,027
97,863
-
-
-
23.7
6.0
-
-
-
13.4
0.7
-
$ 13,380
18,218
1,009
-
-
4,991
3,258
3,547
393,948
1,027
97,863

Note: The amounts presented above were eliminated upon consolidation.

(Concluded)

  • 251 -

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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal 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
Brother company of Standard Foods
(China) Co., Ltd.
Brother company of Standard Foods
(Xiamen) Co., Ltd.
Parent company of Standard Foods
(Xiamen) Co., Ltd.
Standard Investment (China) Co.,
Ltd.’s subsidiary
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
Purchases
Sales
Sales
Purchases
$(1,403,341)

858,375
1,403,341
(858,375)
(2,064,727)

661,822
2,064,727
(661,822)
(6,665,006)
6,665,006

265,648
(265,648)
(5,259,295)
5,259,295
11.23
12.79
58.65
25.34
72.79
22.44
14.72
4.19
98.90
47.49
4.23
4.40
87.03
37.47
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 120,483
-
(120,483)
-
577,402
(203,137)
(577,402)
203,137
1,439,345
(1,439,345)
(230,445)
230,445
1,489,519
(1,489,519)
6.15
-
39.49
-
99.76
87.95
13.54
6.47
99.97
33.75
51.40
11.34
73.31
34.92
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note: The amounts presented above were eliminated upon consolidation.

  • 252 -

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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationships Ending Balance for Account Receivable - Related
Parties
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 Foods (China) Co., Ltd.
Standard Investment (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.
Standard Foods (China) Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Standard Foods Co., Ltd.
Shanghai Le Ben Tuo Health Technology
Co., Ltd.
Shanghai Dermalab Corporation
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
(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.
Standard Investment (China) Co.,
Ltd.’s subsidiary
Standard Investment (China) Co.,
Ltd.’s subsidiary
Trade receivables

Other receivables


Financing receivables

Other receivables


Financing receivables

Other receivables


Trade receivables

Financing receivables
Other receivables


Financing receivables

Other receivables


Trade receivables

Other receivables


Trade receivables

Financing receivables
Other receivables


Trade receivables

Financing receivables
Other receivables


Trade receivables

Other receivables


Financing receivables

Other receivables


Financing receivables

Other receivables

$ 120,483

4,087
$ 124,570
$ 217,355

1,048
$ 218,403
$ 652,065

3,144
$ 655,209
$ 577,402
402,585

10,605
$ 990,592
$ 456,446

4,717
$ 461,163
$ 1,439,345

18,080
$ 1,457,425
$ 6
431,098

22,502
$ 453,606
$ 11
19,797

14,299
$ 34,107
$ 203,137

4,085
$ 207,222
$ 143,646

1,053
$ 144,699
$ 107,543

820
$ 108,363
11.31
3.66
4.27
82.18
63.00
5.10































$ -

-
$ -
$ -

-
$ -
$ -

-
$ -
$ -
-

-
$ -
-

-
$ -
$ -

-
$ -
$ -
-

-
$ -
$ -
-

-
$ -
$ -

-
$ -
$ -

-
$ -
$ -

-
$ -
































$ 120,483 (Note 1)

4,087(Note 1)
$ 124,570(Note 1)
$ - (Note 1)

- (Note 1)
$ - (Note 1)
$ - (Note 1)

- (Note 1)
$ - (Note 1)
$ 577,402 (Note 1)
- (Note 1)

10,605(Note 1)
$ 588,007(Note 1)
$ 456,446 (Note 1)

4,615(Note 1)
$ 461,061(Note 1)
$ 1,439,345 (Note 1)

18,080(Note 1)
$ 1,457,425(Note 1)
$ 6 (Note 1)
- (Note 1)

22,469(Note 1)
$ 22,475(Note 1)
$ 11 (Note 1)
- (Note 1)

14,299(Note 1)
$ 14,310(Note 1)
$ 203,137 (Note 1)

4,085(Note 1)
$ 207,222(Note 1)
$ - (Note 1)

1,053(Note 1)
$ 1,053(Note 1)
$ - (Note 1)

820(Note 1)
$ 820(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)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)
(Note 2)

(Continued)

  • 253 -

(Concluded)

Company Name Related Party Relationships Ending Balance for Account Receivable - Related
Parties
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 (Xiamen) Co., Ltd. Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Parent company of Standard Foods
(Xiamen) Co., Ltd.
Brother company of Standard
Foods (Xiamen) Co., Ltd.
Trade receivables

Note receivables
Other receivables


Trade receivables
$ 1,489,519
311,798

6,561
$ 1,807,878
$ 230,445
3.79
3.79
1.28



$ -
-

-
$ -
$ -



$ 1,278,866 (Note 1)
311,798 (Note 1)

6,561(Note 1)
$ 1,597,225(Note 1)
$ 230,445(Note 1)



$ -
-

-
$ -
$ -
(Note 2)
(Note 2)
(Note 2)
(Note 2)

Note 1: Amounts received before March 28, 2022.

Note 2: The amounts presented above were eliminated upon consolidation.

  • 254 -

TABLE 6

STANDARD FOODS CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (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, 2021 As of December 31, 2021 As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2021
December 31,
2020
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
-
9,056
379,489
96
4,708,566
$ 3,936,267

4,710,865

300,853

230,000

114,116

79,072

14,350

9,056

335,215

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

4,050

3,000
150,050,815
100
100
100
100
52
100
-
100
100
100
100
$ 3,546,644
5,538,645
1,134,020
422,385
425,275
82,390
-
8,304
229,420
-
5,538,394
$ (41,944)

(123,764)

492,673

21,936

94,719

1,805

(115)

-

6,369

-

(123,445)
$ (57,202)
(Note 1)

(123,764)

491,772
(Note 2)

5,262
(Note 3)

49,263

1,795
(Note 4)

(115)

-

-

-

-
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Note 7)
Subsidiary (Notes 6 and 7)
Subsidiary (Note 7)
Indirect subsidiary (Note 7)
Indirect subsidiary (Note 7)
Indirect subsidiary (Note 7)

Note 1: This amount was the share of loss of the investee of $41,944 thousand minus the unrealized gain on sidestream transactions of $15,258 thousand.

Note 2: This amount was the share of profit of the investee of $492,673 thousand minus the unrealized gain on sidestream transactions of $901 thousand.

Note 3: This amount was the share of profit of the investee of $21,936 thousand minus the Standard Foods Corporation cash dividends paid of $16,674 thousand.

Note 4: This amount was the share of profit of the investee of $1,805 thousand minus the unrealized gain on upstream transactions of $10 thousand.

Note 5: This is a limited company with no issued shares.

Note 6: Le Bonta Wellness International Corporation has been liquidated in August, 2021.

Note 7: The amounts presented above were eliminated upon consolidation.

  • 255 -

TABLE 7

STANDARD FOODS CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (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, 2021
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2021
Net Income (Loss)
of the Investee

% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying Amount
as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021
Note
Outward Inward
Shanghai Standard Foods Co., Ltd.
Standard Investment (China) Co., Ltd.
Standard Foods (China) Co., Ltd.
Shanghai Dermalab Corporation
Shanghai Le Ben Tuo Health
Technology Co., Ltd.
Shanghai Le Ben De Health
Technology Co., Ltd.
Standard Foods (Xiamen) Co., Ltd.
Shanghai Le Ho Industrial Co., Ltd.
Shanghai Le Min Industrial Co., Ltd.
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
1,714,756

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)
$ (33,916)
(97,861)
43,441
(10,944)
(112,803)
154
73,863
(16,342)
(10,055)
100.0
99.0
99.0
99.0
99.5
100.0
99.0
100.0
100.0
$ (33,915)
(Note 9)
(96,882)
(Note 9)
37,470
(Note 9)
(10,835)
(Note 9)
(112,251)
(Note 9)
154
(Note 4)
62,038
(Note 9)
(16,342)
(Note 9)
(10,055)
(Note 9)
$ 3,189,833
4,765,228
2,111,896
(2,567)
62,684
29,864
1,511,632
475,694
297,052
$ -
-
-
-
-
-
-
-
-
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Note 11
Accumulated Outward Remittance for
Investment in Mainland China as of
Investment Amounts Authorized by
Upper Limit on the Amount of Investment
December 31, 2021 Investment Commission, MOEA Stipulated by Investment Commission, MOEA
$8,919,525 $9,656,767 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.

(Continued)

  • 256 -

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, 2021; 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)

  • 257 -

TABLE 8

STANDARD FOODS CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021

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
157,822,400
133,125,408
108,503,160
17.24
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.

  • 258 -

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
  • 259 -

SCHEDULE 1

STANDARD FOODS CORPORATION

SCHEDULE OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Item
Description
Interest Rate
Cash on hand

Cash in banks
Checking account deposits
Demand deposits
0.001%-0.030%
Foreign currency demand
deposits
Including US$5,705 thousand @27.68,
EUR450 thousand @31.32, AUD187
thousand @20.08, RMB521 thousand
@4.35
0.001%-0.030%

Cash equivalents
Time deposits
0.350%
Foreign time deposits
Including US$1,800 thousand @27.68
and RMB14,442 thousand @4.35
0.380%-2.900%

Amount
$ 1,130

115,146

842
178,027

294,015

200,075
112,604

312,679

$ 607,824
  • 260 -

SCHEDULE 2

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THOUGH PROFIT OR LOSS DECEMBER 31, 2021

(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
FSITC Taiwan Money Market Fund


Note cash
CODEIS Smart Cash Note

Shares/Units
Par Value (NT$)
15,776,976.66
12.68

14,031,671.03
14.99
9,285,458.39
13.68
3,585,869.30
28.28
4,720,915.20
12.86
9,312,631.20
15.47
2,284,843.90
26.98
5,900,000.00
6.75

64,898,365.68

10,000.00
102.02

64,908,365.68
Total Amount
Acquisition Cost
$ 200,014 $ 200,000
210,294
210,000
127,012
127,000
101,408
120,000
60,701
60,000
144,079
144,023
61,645
60,000

39,825

62,528

944,978

983,551

28,239

30,830
$ 973,217
$ 1,014,381
FairValue
Changes in Fair
Value Attributed

Unit Price
Total Amount
to Credit Risk
Note

12.68
$ 200,014 $ 14

14.99
210,294
294

13.68
127,012
12

28.28
101,408
(18,592)

12.86
60,701
701

15.47
144,079
56

26.98
61,645
1,645
6.75

39,825

(22,703)

944,978

(38,573)
102.02

28,239

(2,591)
$ 973,217
$ (41,164)

Unit Price

12.68


14.99

13.68

28.28

12.86

15.47

26.98
6.75


102.02

  • 261 -

SCHEDULE 3

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH COMPREHENSIVE INCOME - CURRENT DECEMBER 31, 2021

(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.
1,444,013
10.00

14,440

17,114

-
$ 14,926
$ 21,177
$ -
Fair Value
Unit Price
Total Amount
116.50
$ 5,662
10.75

15,523
$ 21,185
  • 262 -

SCHEDULE 4

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT AMORTIZED COST - CURRENT DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Name
Description
Number
Par Value
Currency
Total Amount
Annual
Interest Rate
Bank time deposit
Expiry in January 2022, maturity interest
2
4,900
NTD
$ 9,800
0.80%

Bank time deposit
Expiry in February 2022, maturity interest
7
4,900
NTD
34,300
0.80%
Bank time deposit
Expiry in March 2022, maturity interest
8
4,900
NTD
39,200
0.76%
Bank time deposit
Expiry in August 2022, maturity interest
9
4,900
NTD
44,100
0.80%
Bank time deposit
Expiry in October 2022, maturity interest
3
2,900
NTD
8,700
0.80%
Bank time deposit
Expiry in November 2022, maturity interest
9
4,900
NTD
44,100
0.80%
Bank time deposit
Expiry in December 2022, maturity interest
6
4,900
NTD
29,400
0.80%
al & Saving Bank time deposit
Expiry in January 2022, maturity interest
3
49,900
NTD
149,700
0.56%
al & Saving Bank time deposit
Expiry in May 2022, maturity interest
1
40,000
NTD
40,000
0.65%
al & Saving Bank time deposit
Expiry in February 2022, maturity interest
1
40,000
NTD
40,000
0.40%
al & Saving Bank time deposit
Expiry in February 2022, maturity interest
1
20,000
NTD
20,000
0.40%
al & Saving Bank time deposit
Expiry in February 2022, maturity interest
4
49,900
NTD
199,600
0.40%
al & Saving Bank time deposit
Expiry in March 2022, maturity interest
1
49,900
NTD
49,900
0.54%
al & Saving Bank time deposit
Expiry in March 2022, maturity interest
4
49,900
NTD
199,600
0.56%
al & Saving Bank time deposit
Expiry in April 2022, maturity interest
4
49,900
NTD
199,600
0.54%
al & Saving Bank time deposit
Expiry in June 2022, maturity interest
2
49,900
NTD
99,800
0.56%
oration time deposit
Expiry in May 2022, maturity interest
1
70,000
NTD
70,000
0.38%
me deposit
Expiry in May 2022, maturity interest
1
1,619
RMB
7,040
2.54%
me deposit
Expiry in June 2022, maturity interest
1
5,593
RMB

24,313
2.62%

$ 1,309,153
Carrying
Amount
Remark
$ 9,800
Floating
34,300
Floating
39,200
Fixed
44,100
Floating
8,700
Floating
44,100
Floating
29,400
Floating
149,700
Floating
40,000
Fixed
40,000
Floating
20,000
Floating
199,600
Floating
49,900
Fixed
199,600
Floating
199,600
Fixed
99,800
Floating
70,000
Fixed
7,040
Fixed (@4.3471)
24,313
Fixed (@4.3471)
$ 1,309,153

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 The Shanghai Commercial & Saving Bank time deposit President Securities Corporation time deposit Bank of China foreign time deposit Bank of China foreign time deposit

  • 263 -

SCHEDULE 5

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE RECEIVABLES DECEMBER 31, 2021 (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
$ 590,613
341,309
132,526
293,774

471,372
1,829,594

(908)
$ 1,828,636
$ 120,483

7,290
$ 127,773

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

  • 264 -

SCHEDULE 6

STANDARD FOODS CORPORATION

SCHEDULE OF INVENTORIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Merchandise

Finished goods
Work in progress
Raw materials
Packaging materials

Amount


Cost
Net Realizable
Value
$ 214,067
$ 350,639
881,331
1,546,518
130,125
227,074
422,421
727,088
42,985

56,693
$ 1,690,929
$ 2,908,012
  • 265 -

SCHEDULE 7

STANDARD FOODS CORPORATION

SCHEDULE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)


Investees

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, 2021
Shares/Units Fair Value
180,376 $ 1,894
2,424,242
-
500,000
-
11,200
-
800,000
-
107,815
-
3,455
-
71,397
-
29,173
-
31,135
-
29,102
-
12,938
-
$ 1,894
Addition
Shares/Units
Amount


- $ 621

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-
-
-
$ 621
Deduction
Accumulated
Reversal of
Impairment
Shares/Units
Amount
Loss


27,056 $ 271 $ -

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-
-
-

-
$ 271
$ -

Balance at December 31,
2021
Accumulated
Shares/Units Fair Value Collateral Impairment
Remark

153,320 $ 2,244
Nil
$ -
Note
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
-
-
$ 2,244
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
Shares/Units

-

-

-

-

-

-

-

-

-

-

-
-
Shares/Units

27,056

-

-

-

-

-

-

-

-

-

-
-
Shares/Units

153,320
2,424,242

500,000

11,200

800,000

107,815

3,455

71,397

29,173

31,135

29,102
12,938

Note: The increased due to the changes in the fair value; the decreased due to the capital reduction and cash refund.

  • 266 -

SCHEDULE 8

STANDARD FOODS CORPORATION

FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Item
Emerging market shares
GeneFerm Biotechnology Co., Ltd.
Dah Chung Bills Finance Corp
Balance at January 1, 2021
Shares
Fair Value
2,145,110
$ 62,423
1,243,213

14,918
$ 77,341
Addition
Shares
Amount
-
$ -
31,267

-
$ -
Deduction
Unrealized

Shares
Amount
Gain (Loss)
-
$ -
$ 32,713

-

-

2,211

$ -
$ 34,924
Balance at December 31, 2021 Accumulated
Shares
Fair Value
Impairment Collateral
Remark
2,145,110
$ 95,136
$ -
Nil
-
1,274,480

17,129

-
Nil
Note
$ 112,265
$ -
Shares
2,145,110

1,243,213

Shares
-

31,267

Shares
-

-

Shares
2,145,110

1,274,480

Note: The increased due to the share dividend.

  • 267 -

SCHEDULE 9

STANDARD FOODS CORPORATION

SCHEDULE OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2021

(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
Shanghai Le Ben Tuo Health Technology Co., Ltd.
Standard Foods, LLC.
Balance at January 1, 2021
Shares/Unit
Amount
123,600,000 $ 3,623,593
30,000,000
1,006,590
24,100,000
354,881
10,374,399
305,990
7,907,000
83,597
150,124,815
5,685,589
-
8,958
-
90,190
-
8,544
$ 11,167,932
Addition
Shares/Unit
Amount

- $ 7,223

-
491,772

-
85,878

-
155,595

-
1,897

-
-

-
-

-
-
-
-
$ 742,365
Decrease
Shares/Unit
Amount

- $ 84,172

-
364,342

-
18,374

-
36,310

-
3,104

-
146,944

-
8,958

-
58,022
-
240
$ 720,466
Balance at December 31, 2021
Shares/Unit
%
Amount
123,600,000
100.00
$ 3,546,644
30,000,000
100.00
1,134,020
24,100,000
100.00
422,385
10,374,399
52.00
425,275

7,907,000
100.00
82,390
150,124,815
100.00
5,538,645

-
-
-

-
51.00
32,168
-
100.00

8,304
$ 11,189,831
Net Assets Value
Total Price
Collateral
Remark
$ 3,593,954
Nil
Note 1
1,148,641
Nil
Note 2
775,200
Nil
Note 3
424,637
Nil
Note 4
82,390
Nil
Note 5
5,538,645
Nil
Note 6
-
Nil
Notes 7 and 10
32,168
Nil
Notes 8 and 10

8,304
Nil
Notes 9 and 10
$ 11,603,939
Unit Price
(NT$)

29.08


38.29

32.17

40.93

10.42

36.89

-

-
-

Shares/Unit
123,600,000
30,000,000
24,100,000
10,374,399
7,907,000
150,124,815
-
-
-
Shares/Unit

-

-

-

-

-

-

-

-
-
Shares/Unit

-

-

-

-

-

-

-

-
-
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

-
-

-
51.00
-
100.00

  • Note 1: For the year ended December 31, 2021, the increase amount of other comprehensive income accounted for using the equity method was $7,223 thousand; the decrease amount of investment income accounted for using the equity method was $57,202 thousand; and the decrease amount of translation adjustment was $26,970 thousand.

  • Note 2: For the year ended December 31, 2021, the increase amount of investment income accounted for using the equity method was $491,772 thousand; the decrease amount of the cash dividend issued by the investee was $361,560 thousand; and the decrease amount of other comprehensive income was $2,782 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 $85,878 thousand, of which adjustment to the capital surplus was $16,674 thousand and other comprehensive income was $63,942 thousand. The investment income accounted for using the equity method was $5,262 thousand. For the year ended December 31, 2021, the decrease amount of the cash dividend which was issued by the investee was $18,374 thousand.

  • Note 4: For the year ended December 31, 2021, the increase amount of investments amounted to a total of $155,595 thousand, of which the equity method adopted for the accounting of the investment income was $49,263 thousand; other comprehensive income was $106,332 thousand; and the decrease amount of cash dividend which was issued by the investee was $36,310 thousand.

  • Note 5: For the year ended December 31, 2021, the increase amount of investments amounted to $1,897 thousand, of which the equity method adopted for the accounting of the investment income was $1,795 thousand; other comprehensive income was $102 thousand; the decrease amount of cash dividend which was issued by the investee was $3,104 thousand.

  • Note 6: For the year ended December 31, 2021, the decrease amount of investment income accounted for using the equity method was $123,764 thousand; and the decrease amount of translation adjustment was $23,180 thousand.

  • Note 7: For the year ended December 31, 2021, the decrease amount of investment income accounted for using the equity method was $115 thousand; and the decrease amount of investment was $8,843 thousand.

  • Note 8: For the year ended December 31, 2021, the decrease amount of investment income accounted for using the equity method was $57,598 thousand; and the decrease amount of translation adjustment was $424 thousand.

  • Note 9: For the year ended December 31, 2021, the decrease amount of translation adjustment accounted for using the equity method was $240 thousand.

  • Note 10: This is a limited company with no issued shares.

  • 268 -

SCHEDULE 10

STANDARD FOODS CORPORATION

SCHEDULE OF CHANGES IN RIGHT-OF-USE ASSETS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Cost
As originally stated on January 1,
2021

Additions
Lease expiration/termination

Balance at December 31, 2021

Accumulated depreciation
As originally stated on January 1,
2021

Depreciation expenses
Lease expiration/termination

Balance at December 31, 2021
Land
$ 4,011
1,134

(1,134)

$ 4,011

$ 1,113
1,853

(1,134)

$ 1,832
Buildings
Office
Equipment
Transpor-
tation
Equipment
$ 96,664 $ 550 $ 6,460

145,875
-
2,107
(94,281)

-

(6,460)

$ 148,258
$ 550
$ 2,107

$ 40,062 $ 105 $ 3,231

25,870
96
792
(54,202)

-

(3,320)

$ 11,730
$ 201
$ 703
Amount
$ 107,685

149,116
(101,875)
$ 154,926
$ 44,511

28,611

(58,656)
$ 14,466
  • 269 -

SCHEDULE 11

STANDARD FOODS CORPORATION

SCHEDULE OF TRADE PAYABLES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Vendor Name
Unrelated parties
Company B

Company C
Company D
Company E
Company F
Others (Note)


Related party
GeneFerm Biotechnology Co., Ltd.
Amount
$ 54,294
50,451
49,585
40,872
36,574
501,100

$ 732,876

$ 19,472

Note: The amount of individual vendor included in others does not exceed 5% of the account balance.

  • 270 -

SCHEDULE 12

STANDARD FOODS CORPORATION

SCHEDULE OF LEASE LIABILITIES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Balance at Balance at
Discount December 31,
Lease Term Rate 2021
Remark
Land
December 1, 2021 - November 30, 1.07% $ 1,040
2022
Buildings
January 1, 2021 - October 31, 2026 1.07% 137,767
Office equipment
August 1, 2019 - September 16, 2025 1.07% 361
Transportation equipment
January 1, 2021 - December 31, 2023 1.07% 1,412
140,580
Less: Within 1 year (31,963)
Lease liabilities - non-current $ 108,617
  • 271 -

SCHEDULE 13

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING REVENUES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Quantity (Tons)
Nutritious foods
94,956

Cooking products
26,058
Others
7,031

Total sales
Less: Sales returns
Sales allowances

Net sales
Amount
$ 11,514,792
2,508,673

410,212
14,433,677
(137,332)

(1,799,478)
$ 12,496,867
  • 272 -

SCHEDULE 14

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Cost of goods sold - finished goods
Raw materials, beginning of year

Add: Raw materials purchased
Gain on physical inventory of raw materials
Less: Transferred to other accounts
Sales of raw materials
Raw materials scrapped
Raw materials, end of year

Raw materials consumed
Direct labor
Manufacturing expenses

Manufacturing costs
Work in progress, beginning of year
Less: Work in progress scrapped
Other use

Cost of finished goods
Work in progress, end of year
Finished goods, beginning of year
Less: Transferred to other accounts
Profit 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

Gain on physical inventory

Inventory scrap losses

Amount
$ 483,207
5,270,383
103
(7,341)
(115,025)
(3,014)

(465,406)
5,162,907
250,597

967,732
6,381,236
145,137
(558)

(10,110)
6,515,705
(130,125)
724,984
(72,629)
12
(1,242)
(13,185)

(881,331)

6,142,189
481,002
1,423,759
75
(6,754)
(2,620)
(591)

(214,067)

1,680,804

115,025

(190)

7,434
$ 7,945,262
  • 273 -

SCHEDULE 15

STANDARD FOODS CORPORATION

SCHEDULE OF OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2021 (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

Selling and
Marketing
Expenses
General and
Administrative
Expenses
Research and
Development
Expenses
$ 780,970 $ - $ -
328,857
253,302
37,255
118,543
-
-
10,432
110
11
-
24,483
31
15,207
1,513
27
33,297
17,175
3,571
2,452
3,939
-
23,188
22,316
12,076
16,347
772
434

5,019
484
889
16,480
48,406
240
10,585
3,857
1,076
295
2,859
277
672
10,970
163
8,448
2,965
841
5,241
2,398
1,346
1,471
12,089
-
10,294
31,617
27,715

-

(19,854)

-

$ 1,387,798
$ 419,401
$ 85,952
Amount
$ 780,970

619,414

118,543

10,553

24,514

16,747

54,043

6,391

57,580

17,553

6,392

65,126

15,518

3,431

11,805

12,254

8,985

13,560

69,626

(19,854)(Note)
$ 1,893,151

Note: Transferred to manufacturing expenses.

  • 274 -

SCHEDULE 16

STANDARD FOODS CORPORATION

SCHEDULE OF LABOR, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021 Total
$ 984,205
88,632
60,205
16,716

65,416
$ 1,215,174
$ 226,629
$ 15,378
2020
Classified as
Operating Costs
Classified as
Operating Expenses
$ 431,595
$ 552,610

42,582
46,050
28,650
31,555
-
16,716

31,270

34,146

$ 534,097
$ 681,077

$ 169,049
$ 57,580

$ 8,987
$ 6,391
Classified as
Operating Costs
Classified as
Operating 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
Total
$ 983,494
79,817
40,316
21,965

63,224


$ 8,105
  • Note 1: As of December 31, 2021 and 2020, the Company had 1,008 and 996 and employees, respectively, of which 5 directors were not concurrently appointed as employees.

  • Note 2: The average employee benefit expense for 2021 is $1,195 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 2020 is $1,177 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 2021 is $981 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 2020 is $992 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 -1.11%. (“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 2021 is $0.

  • Note 8: The supervisors salary expense for 2020 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.

  • 275 -

  • 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.

  • 276 -

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, 2020 December 31, 2021 Difference
Amount %
Current assets 21,125,786
20,451,335

(674,451)
-3.19
Property, plant and
equipment
4,201,645
4,333,681

132,036

3.14
Intangible assets 106,208
102,981

(3,227)
-3.04
Other assets 2,390,223
3,401,143

1,010,920

42.29
Total asset value 27,823,862
28,289,140

465,278

1.67
Current liabilities 8,955,895
8,984,180

28,285

0.32
Non-current liabilities 852,340
827,743

(24,597)
-2.89
Total liabilities 9,808,235
9,811,923

3,688

0.04
Equity attributable to
owners of parent company
17,684,488
18,037,190

352,702

1.99
Share capital 9,150,897
9,150,897

-

-
Capital surplus 127,392
144,066

16,674

13.09
Retained earnings 8,782,873
8,953,485

170,612

1.94
Other equity (355,492) (190,076) 165,416
-46.53
Treasurystock (21,182) (21,182) -
-
Non-controllingInterests 331,139
440,027

108,888

32.88
Total equity 18,015,627
18,477,217

461,590

2.56
Description:
(I) The increase in “other assets” in 2021 was a result of an increase in financial assets measured at
fair value through other comprehensive income – non-current and financial assets measured at
amortized cost – non-current.
(II) The increase in “other equity” in 2021 was a result of an increase in the exchange rate of RMB
against the Taiwan dollar, resulting in an increase in the translation differences in the financial
statements of foreign operating companies compared to the same period last year.
(III) The increase in “non-controlling equity” in 2021 was a result of an increase in unrealized gain on
financial assets measured at fair value through other comprehensive income compared to the
same period last year.
  • 277 -

II. Financial Performance

(I) Comparative Analysis of Operational Performance

Unit: NT$ thousand

Unit: NT$ thousand
Year
Item

2020
2021 Increase (decrease)
in amounts
Increase
(Decrease)
Operatingrevenue 34,466,244
34,307,044

(159,200)
-0.46
Grossprofit 9,609,454
8,231,860

(1,377,594)
-14.34
Operating profit (loss) 4,044,179
2,981,585

(1,062,594)
-26.27
Non-operating revenue
and expenses
244,532
171,429

(73,103)

-29.90
Profit before income tax 4,288,711
3,153,014

(1,135,697)
-26.48
Income tax expenses 1,032,881
651,908

(380,973)
-36.88
Net income from
continuing operations
3,255,830
2,501,106

(754,724)

-23.18
Loss from discontinued
operations
-
-

-

-
Profit for theperiod 3,255,830
2,501,106

(754,724)
-23.18
Other comprehensive
income for the period
(after tax)
240,351
265,038

24,687

10.27
Total comprehensive
income for the period
3,496,181
2,766,144

(730,037)

-20.88
Analysis of the proportion of increase and decrease:
(I) The decrease in “income tax expense” in 2021 was mainly due to a decrease of NTD396
million income tax expense calculated based on the statutory tax rate on profit before tax for
the year.

(II) Possible impact on the Company's future financial operations and significant changes: None.

  • 278 -

III. Cash Flows

(I) Analysis of cash flow changes in the previous 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) (Note)
Amount of cash
surplus
(shortfall)
(1)+(2)-(3)

Remedial measures for cash
inadequacy
Investment
plan
Financial plan
4,332,018 3,809,059 4,393,008 3,748,069 N/A N/A
  1. Operating Activities: The net cash inflow in the current period was NT$3,809,059 thousand, mainly due to operating profit.

  2. Investment Activities: The net cash outflow in the current period was NT$1,667,233 thousand, mainly due to an increase in amortised cost of a financial asset.

  3. Financing Activities: The net cash outflow in the current period is NT$2,713,991 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: None.

  2. Liquidity analysis for the most recent two years:

Year
Item

FY 2020 (1)
FY 2021(2) Percentage of
increase (decrease)
(2)-(1)/(1)
Cash flow ratio 27.13
42.40

56.28%
Cash flow adequacy ratio (%) 97.00
107.39

10.71%
Cash reinvestment ratio (%) -
6.96
Analysis of the proportion of increase and decrease:
(I) Cash flow ratio: The increase in cash flow ratio in 2021 was mainly due to a decrease in
inventories and financial assets mandatorily measured at fair value through profit or loss,
resulting in an increase in net cash inflow from operating activities.
(II) Cash reinvestment ratio: The increase in cash reinvestment ratio in 2021 was due to an
increase in net cash flow from operating activities.
  • 279 -

(III) Cash Liquidity Analysis for the Following 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)
Amount of cash
surplus
(shortfall)
(1) +(2)-(3)
Remedial measures for cash
inadequacy
Remedial measures for cash
inadequacy
Investment
plan
Financial plan
3,748,069 3,447,960 3,580,120 3,615,909 N/A N/A
  1. Cash Flow Analysis for the Following Year:

  2. (1) Operating activities: Estimated net cash inflow is mainly due to expected operating profit.

  3. (2) Investment activities: Mainly due to the allocation of funds to financial assets and the addition of property, plant and equipment.

  4. (3) Financing activities: Mainly refers to the issuance of cash dividends.

  5. 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
2021 2022 2023
Purchase of
machinery,
transportation
and office
equipment as
well as
computer
software,
renovation of
houses and
buildings, and
land use rights
(improvement)
Own
funds
2022 718,504 326,752 365,591 26,161
  • (II) Expected possible benefits: Production lines will be increased, plant expanded and software for digital transformation installed to increase operational efficiency.

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V. Reinvestment Policies, Main Reasons for Its Profits/Losses, Improvement Plans in the Most Recent Year and Investment Plan for the Following Year:

Unit: NT$ thousand

Unit: NT$ thousand
Remark
Item

Amount of Profit
(Loss) in 2021
Policy Main reasons for
profit or loss
Improvement
plan
Investment plan for
the following year
Shanghai
Standard Foods
Co., Ltd
(33,916)
It mainly operates the
sales business of
Standard Foods in
China and the
manufacturing base of
edible oils.
Raw material
costs have
skyrocketed and
the increase in
costs are unable to
be fully reflected
in the final sales
price.
Cooperate with
the development
of the Group to
carry out
resource
integration.
At present, there is
no definite
investment plan.
Standard Dairy
Products Taiwan
Ltd.

492,673

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
maintain profits.
At present, there is
no definite
investment plan.
Standard
Investment
(China) Ltd.
(97,861)
The main plan is
Standard Foods
Group's investment and
sales center in China to
expand domestic
demand in mainland
China and create
profits.

Raw material
costs have
skyrocketed and
the increase in
costs are unable to
be fully reflected
in the final sales
price.
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.
43,441
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
capital cost.
To continue to
implement
expansion plans of
related products.
Standard Foods
(Xiamen) Co.,
Ltd.
73,863
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
capital cost.
To continue to
implement
expansion plans of
related products.
Dermalab S.A. 6,369
With the change of
market structure and
consumption habits, it
is planned to diversify
and develop various
products in the
consumer goods field.
At present, it is in
the stage of
development and
market expansion.
Actively expand
the market and
strengthen the
internal
management
mechanism.
The plan to
continue the
development of
beauty products.
  • 281 -

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: In 2021, the Federal Reserve’s Tapering Plan suggested that the FED’s monetary policy had a change of attitude. The interest rates for U.S. bonds rose as FED was expected to raise interest rates in 2022 at the latest. The Group’s interest rate risks primarily come from bank borrowings. In 2021, the ratio of interest expenses of bank borrowings to profit before tax was approximately 1.22%, which was within the control range. Therefore, interest rate changes on the Group’s profit or loss was not significant. Looking ahead in 2022, we will continue to keep a close eye on global economic trends and interest rate changes, and reduce interest rate risks through adjusting asset and liability positions.

  • (2) Exchange rate: In view of the pressure risen from inflation, the expected rise in U.S. interest rates has become a key factor for the U.S. In 2021, the Federal Reserve indicated that the timetable for the tapering should be accelerated in December and end bond purchases by March 2022, boosting the strong rebound of the U.S. dollar index. As many of our raw materials are imported, changes in exchange rates are bound to have an impact on profitability, coupled with the fact that there are many factors that could affect the changes in the foreign exchange market. For this, not only have we formulated clear strategy for foreign exchange hedges and strict risk control process, but we also keep a close eye on exchange rate changes and international financing situation at all times. As well as this, we adjust our operational strategy for foreign exchanges in a timely manner to reduce the risk of exchange rate fluctuations.

  • (3) Inflation: Increasing global raw material prices in 2021 have led concerns for inflation, resulting in long-term inflation and slowdown of global economic recovery. On the subject of international raw material price fluctuations, we maintain a good interactive relationship with our suppliers, channels and customers through grasping global market changes and market prices of products at all times. At the same time, we will make adjustments on procurement, marketing and cost control strategies on rolling basis. As well as this, we aim to enhance the added value of our products through innovation and product differentiation in order to increase flexibility. In doing so, we will be able to cope with market changes, reducing the impact brought about by inflation.

  • (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 2021 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 2021 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 2021 and up to the date of publication of the annual report are the endorsements/guarantees of the

  • 282 -

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 2022 is NT$140 million. We will invest in the development of new products, product nutritional upgrades and increased product functionality, new form of packaging and innovative technology development.

  • (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 and health safety while ensuring consumer rights, the government has improved the food safety management system over the years through revision of laws. Standard Foods will keep on monitoring domestic and international important polices and make adjustments to countermeasures on a rolling basis. As well as this, we will continue to be committed to our principle of “quality and safety” and strictly control food safety processes and implement supply chain management, as food safety and health of consumers is our priority.

  • (V) Impact of Changes in Technology and Industry on Corporate Finance and Business, and Countermeasures:

The Company is keen on realizing business model optimization with the application of new smart technology, workflow simplification, and improvement of customer services. This year, the Company proactively introduced new technology applications to achieve digital transformation namely: hybrid cloud applications, SaaS BI tools for business data analysis and trend predictions, automated integration of workflow and ERP system, and public opinion monitoring system for real-time response food safety and regulatory issues.

With respect to IT infrastructure and information security, we have introduced Microsoft O365 cloud office solution and SD WAN to replace dedicated lines and achieve high availability and reduce operating costs. As well as these, we also introduced nextgeneration integrated endpoint protection detection and anti-virus, AI cloud information security monitoring. An information security inspection is performed on a periodic basis.

While introducing new technology to fully improve corporate competitiveness, efficiency and performance of the Company, we will at the same time optimize the Company’s IT infrastructure and improve information security protection. By making this effort, we hope to reduce potential risks and information security hazards.

  • (VI) Impact of Changes in Corporate Image on Corporate Risk Management, and Countermeasures:

No major negative events were affecting the corporate image in 2021. As a leading brand in the food industry, we are committed to exerting our corporate influence and fulfilling social responsibility. Through our power as an enterprise, we hope more people will emphasize the importance of nutrition and health. By connecting people, we hope to fill society with love and warmth.

We adhere to the belief of doing what we can to give back to society. Based on this, we plan a variety of care projects, such as Nutrition Project for Children, Nutrition Care Project during COVID-19, and Nutrition Project for the Elderly. By carrying on with our care projects, we hope to become an exemplary enterprise that gives back to society. In the future, the employee activity planning for corporate sustainability will begin from the workplace. By taking this approach, all employees of Standard Foods can partake in environmental protection, allowing sustainability to become a part of their work and life,

  • 283 -

protect the earth with actions, and create environmental sustainability for the next generation.

  • (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:

At Standard Foods, we will continue to carry out replacement of existing product line equipment so as to enhance production capacity and quality. To reduce the use of manpower, we are planning for automation for the piecework line in the plant; to increase the standing pouch production line in the plant, we have established automation PE milk production and yogurt production line to increase production capacity and stabilize product quality; we have acquired land prepared for automated production base; the subsidiary Standard Investment (China) Co., Ltd. will expand its oil tank storage area in Taicang High Technology Development Zone to increase production capacity.

  • (IX) Risks Resulting from Concentrated Purchasing or Sales Operations and Countermeasures:

Standard Foods' main purchase company in 2021 was Company A, accounting for 20.2% 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 12.8% 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,

  • 284 -

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:

  2. 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.

  3. (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.

  4. (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.

  5. (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.

  • 285 -

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 [752 x 353] intentionally omitted <==

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

Standard Foods Corporation
Standard Dairy Standard Investment Le Bonta Wellness Standard Domex
Accession Charng Hui Standard Beverage
Products Taiwan Limited(100%) Ltd.(100%) Ltd.(100%) (Cayman)Limited(100%) International Foods, Technology
Ltd.(100%) Co.(100%)(Note 1) LLC.(100%) Corporation(52%)
Standard Corporation
Shanghai Shanghai Le Ben De Dermalab S.A. (Hong Kong) Ltd.(100%)
Standard Foods Health Technology
(100%)
Co., Ltd.(100%) Co., Ltd.(100%)
49% Standard Investment Shanghai Le Ho Shanghai Le Min
Industrial Co., Industrial Co.,
(China) Ltd.(99%)
Ltd.(100%) Ltd.(100%)
Swissderma,SL
(100%) 51% Standard Foods
(China) Ltd.(100%)
Le Bonta Wellness
Co., Ltd.(100%) Shanghai Dermalab
Corporation(100%)
Standard Foods
(Xiamen) Co.,
Ltd.(100%)
----- End of picture text -----

Note 1: The liquidation of Le Bonta Wellness International Corporation was completed in August 2021.

  • 286 -

(2) Basic Information of the Company's Affiliated Enterprises:

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise) (In Thousands of New Taiwan Dollars, Unless Specified Otherwise) (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 10F., No. 610, Ruiguang Rd., Neihu Dist., Taipei 300,000 Manufacturing and sale
of dairy products and
beverages
Standard Beverage Ltd. 1998.03.24 12F., No. 610, Ruiguang Rd., Neihu Dist., Taipei 79,070 Manufacturing and sale
of beverages
Charng Hui Ltd. 1997.04.28 12F., No. 610, Ruiguang Rd., Neihu Dist., Taipei 241,000 Investments
Le Bonta Wellness International Co.
(Note 1)
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 150,225 thousand Investments
Standard Corporation (Hong Kong)
Ltd.
2011.08.30 Rm 1004, AXA Centre, 151 Gloucester Road, Wan Chai,
Hong Kong
USD 150,099 thousand Investments
Dermalab S.A. 1989.10.31 Seestrasse 59,8703 Erlenbach, Switzerland CHF 4,050 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.
  • 287 -
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 728, 7F, No. 180 Hua Shen 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 80,100 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

Note 1: The liquidation of Le Bonta Wellness International Corporation was completed in August 2021.

  • 288 -

(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.

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.

  • 289 -

(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
ProductsTaiwan 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
International Co.
(Note1)
Director Standard Foods Corporation
Representative: Yao Steven Yih Chun
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 SophiaSu 3,794shares 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 150,224,815 shares
-
100.00%
Standard Foods, LLC. Director Standard Foods Corporation
Representative: Yao Steven Yih Chun
Investment amount: USD 300 thousand 100.00%
-
  • 290 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Standard Corporation
(Hong Kong) Ltd.
Director Ter-Fung Tsao -
Standard Investment(Cayman) Limited holds
150,098,815 shares
-
100.00%
Dermalab S.A. Director
Director
Director
Director
Arthur Tsao
Yao Steven Yih Chun
Chiang-Hsiang Ying
Olgiati, Lorenzo
-
-
-
-
Accession Limitedholds4,050 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 123,500thousand
-
-
-
-
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.
Capitalcontribution: USD 120,000thousand
-
-
-
-
99.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
  • 291 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Standard Foods (China)
Ltd.

Chairman
Director
Director
Director
Jason Hsuan
Arthur Tsao
Lin, Chih-Hung
Mao Yuan-Cheng
-
-
-
-
Standard Investment (China) Ltd.
Capitalcontribution: USD58,000thousand
-
-
-
-
100.00%
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:RMB39,200thousand
-
-
-
-
51.00%
49.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
  • 292 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Shanghai Le Ben De
Health Technology Co.,
Ltd.

Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yu Kuang-Yao
-
-
-
Accession Limited
Capitalcontribution: USD 1,000thousand
-
-
-
100.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
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 Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -
  • 293 -
Name of Affiliate Title Name or Representative Shareholding
Shares
Investment Amount
Percentage of
Ownership
Contribution ratio
Shanghai Le Min
Industrial Co., Ltd.
Chairman
Director
Director
Arthur Tsao
Mao Yuan-Cheng
Yu Kuang-Yao
-
-
-
Standard Corporation (Hong Kong) Ltd.
Capitalcontribution: USD 11,600thousand
-
-
-
100.00%
Supervisor Tang Wei-Lun - -
General Manager
(President)
Arthur Tsao - -

Note 1 The liquidation of Le Bonta Wellness International Corporation was completed in August 2021.

  • 294 -
(6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: NT$ thousand (6) Operation Results of Affiliated EnterprisesUnit: 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 1,876,317 727,676 1,148,641 3,387,464 565,271 492,673 16.42
Standard Beverage Ltd. 79,070 243,390 161,000 82,390 - (3,582) 1,805 0.23
CharngHui Ltd. 241,000 775,540 340 775,200 - (5,237) 21,936 0.91
Domex TechnologyCorporation 199,471 2,277,120 1,460,510 816,610 3,936,091 117,600 94,719 4.75
Le Bonta Wellness International Co.(Note 2) - - - - - (39) (115) (Note 1)
Accession Limited 3,979,085 3,595,470 1,516 3,593,954 - (7,302) (41,944) (0.34)
Shanghai Standard Foods Co.,Ltd 3,949,575 3,595,116 398,625 3,196,491 2,836,536 (144,603) (33,916) (Note 1)
Shanghai Le Ben De Health Technology Co.,
Ltd.
31,220 29,943 79 29,864 489 (341) 154 (Note 1)
Dermalab S.A. 125,925 249,041 66,852 182,189 206,521 7,266 6,369 1,572.71
Standard investment(Cayman)Limited 4,710,865 5,538,690 45 5,538,645 - (311) (123,764) (0.82)
Standard Corporation(HongKong)Ltd. 4,708,566 5,538,513 119 5,538,394 - (152) (123,445) (0.82)
Standard Investment(China)Ltd. 3,755,530 11,826,815 7,013,453 4,813,362 15,776,865 (273,680) (97,861) (Note 1)
Standard Foods(China)Ltd. 1,714,756 3,370,096 1,211,866 2,158,230 6,739,377 42,126 43,441 (Note 1)
Shanghai Dermalab Corporation 93,989 178,623 181,216 (2,593) 178,493 (9,902) (10,944) (Note 1)
Le Bonta Wellness Co.,Ltd. 380,418 262,469 199,470 62,999 21,707 (110,833) (112,803) (Note 1)
Standard Foods(Xiamen)Co.,Ltd. 1,307,582 3,980,685 2,425,816 1,554,869 6,043,249 102,550 73,863 (Note 1)
Shanghai Le Ho Industrial Co.,Ltd. 607,717 477,756 2,062 475,694 - (2,416) (16,342) (Note 1)
Shanghai Le Min Industrial Co.,Ltd. 378,009 298,324 1,272 297,052 - (1,511) (10,055) (Note 1)
Standard Foods,LLC. 9,056 8,304 - 8,304 - - - (Note 1)

Note 1: This is a limited company with no issued shares.

Note 2:The liquidation of Le Bonta Wellness International Corporation was completed in August 2021.

(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 2021, please refer to pages 111-189 of the annual report.

(III) Affiliate Reports: N/A.

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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$ 4,938 thousand
- - 6,669,471 shares
NT$ 21,182
thousand
- - -
Issue 9,960 shares - -
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

-
- -
  • 296 -

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.

  • (2) Allowance for reduction of inventory to market

Inventories include raw materials, packaging materials, work in process, finished products, and commodities. The value of inventory shall be determined based on the cost and Net Realizable Value (NRV), whichever is lower. With the exception of inventory of the same category, individual items shall be assessed when comparing the cost and NRV. 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.

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  • (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: Republic of China (CPA) 1 person.

  • 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: None.

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