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TAISUN Annual Report 2022

Jul 19, 2023

51749_rns_2023-07-19_2f71f406-ce0c-4a53-9796-d5b1ae397744.pdf

Annual Report

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Stock Code: 1218

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Taisun Enterprise Co., Ltd.

2022 Annual Report

Printed on May 10, 2023

Query URL for related content of this annual report

Taisun Enterprise Co., Ltd. website: http://www.taisun.com.tw Market Observation Post System: http://mops.twse.com.tw

  • I. Company Spokesperson

Name: Chen Hsien Wen Title: Executive Director Telephone: (02) 2506–4152 Email address: [email protected] Acting spokesperson Name: Jessie Peng Title: Manager Telephone: (02) 2506–4152 Email address: jessie @Taisun.com.tw

  • II. Headquarters, Branches and Factories

Head Office Address: No.6, Xinggong Rd., Tianzhong Township, Changhua County 520, Taiwan Telephone: (04) 8742211 (ext. 10) Feed factory address: No.8, Xinggong Rd., Tianzhong Township, Changhua County 520, Taiwan Telephone: (04) 8744981, 8745002 Oil factory address: No.6, Xinggong Rd., Tianzhong Township, Changhua County 520, Taiwan Telephone: (04) 8742211 (ext. 10) Food factory address: No.788, Sec. 1, Yuanji Rd., Tianzhong Township, Changhua County 520, Taiwan Telephone: (04) 8742211 (ext. 10) Address of General Management Office: 10F., No.99, Sec. 2, Chang-An E. Rd., Taipei City 104, Taiwan

Telephone: (02) 25064152 (ext. 13)

III. Stock Transfer Agency

Name: Transfer Agency Department of Yuanta Securities Co., Ltd. Address: B1, No. 210, Chengde Road Section 3, Taipei City URL: http://www.yuanta.com.tw Telephone: (02) 2586–5859

  • IV. Certified Public Accountant for the Annual Financial Report of the Most Recent Fiscal Year

Firm name: KPMG Taiwan

Accountant names: Huang Hsin-Ting, Tseng Kuo-Yang

Address: 68th Floor, No. 7, Xinyi Road Section 5, Taipei City

URL: http://www.kpmg.com.tw Telephone: (02) 8101–6666

  • V. The Company has no overseas listed trading of securities

  • VI. Company Website: http://www.taisun.com.tw

Contents

One. Report to Shareholders .................................................................................... 1 One. Report to Shareholders .................................................................................... 1
Two. Company Profile ............................................................................................... 6
I. Date of establishment ...................................................................................................... 6
II. Company History ............................................................................................................ 6
Three. Corporate Governance Report .................................................................. 17
I. Organization System ..................................................................................................... 17
II. Information on directors, supervisors, general managers, vice general managers,
associates, supervisors of various departments and branches ....................................... 20
III. Remuneration paid to directors, supervisors, general manager and
vice general manager(s) in the most recent year ........................................................... 34
IV. Corporate governance operations .................................................................................. 42
V. Information on fees for CPAs ........................................................................................ 99
VI. Information on replacement of CPAs: ........................................................................... 99
VII. Information on the chairman, General Manager, financial and accounting
manager of the Company who has worked with the Company’s external
auditors or the affiliates to such auditors in the most recent year ............................... 100
VIII. Any transfer of equity interests and pledge of or change in equity interests
by a director, supervisor, managerial officer, or shareholder with a stake of
more than 10% during the most recent year and until the date of publication
of the annual report ..................................................................................................... 101
IX. Information about the relationships of the ten largest shareholders............................ 102
X. Number of the shares in the same investees held by the Company and
its directors, supervisors, managers and the enterprises directly or indirectly
controlled by the Company, and calculation of the combined shareholding .............. 103
Four. Fundraising Overview ................................................................................. 104
I. Capital and Shares ....................................................................................................... 104
II. Issuance of corporate bonds ........................................................................................ 110
III. Issuance of preferred stock .......................................................................................... 110
IV. Issuance of overseas depository receipts. .................................................................... 110
V. Employee stock options. ............................................................................................. 110
VI. Circumstances for restricting employee rights to new shares ..................................... 110
VII. Mergers and acquisitions or the transfer of shares of other companies to
issue new shares .......................................................................................................... 110
VIII. Plan for capital investment and utilization: ................................................................. 110
Five. Operations Overview .................................................................................... 111
I. Business content .......................................................................................................... 111
II. Market, production, and sales overview ..................................................................... 117
III. Data on employees in the most recent two years and as of the publication
date of the annual report .............................................................................................. 126
IV. Environmental protection expenditure data ................................................................ 126
V. Labor relations ............................................................................................................ 128
VI. Cyber Security management ....................................................................................... 133
VII. Important contracts ...................................................................................................... 135
Six. Financial Overview ........................................................................................ 136
I. Condensed balance sheet and income statement for the most recent five years ......... 136
II. Financial analysis for the last five years ..................................................................... 140
III. Audit Committee Review Report of the most recent financial reports ....................... 142
IV. Consolidated Financial Statement and Independent Auditor's Report for
the Most Recent Year: Please refer to page 122 of this annual report ........................ 144
V. The most recent annual unconsolidated financial reports and accountant's
audit report: please refer to p.189 of the annual report ............................................... 144
VI. For the Company and its affiliated companies in the most recent year and
as of the date of publication of the annual report, if any financial difficulties
have occurred, the impact on the Company’s financial status: None. ........................ 144
Seven. Review Analysis and Risk Matters Pertaining to Financial
Status and Financial Performance ....................................................................... 145
I. Review and analysis of the financial position - Consolidated Statements .................. 145
II. Review and Analysis of Financial Performance: Consolidated Statements ................ 147
III. Cash flow review and analysis .................................................................................... 149
IV. The impact of major capital expenditures on financial operations in recent years ..... 150
V. The reinvestment policy in the most recent year, the main reason for its profit
or loss, and improvement plan and investment plan for the coming year ................... 150
VI. Risk analysis and assessment ...................................................................................... 150
VII. Other important matters: None. ................................................................................... 156
Eight. Special Items of Record ............................................................................. 157
I. Information on Affiliated Companies ......................................................................... 157
II. The status of private placements of securities in the most recent year and
as of the printing date of the annual report ................................................................. 161
III. Subsidiary holdings or disposals of the Company's stock in the most recent
year and as of the printing date of the annual report ................................................... 162
IV. Other necessary supplementary explanations: None ................................................... 162
V. Other disclosures ......................................................................................................... 162

One. Report to Shareholders

Dear shareholders, ladies, gentlemen, and distinguished guests. Thank you for taking the time out of your busy schedules to attend Taisun's 2023 Annual Meeting of Shareholders.

Inflation and geopolitics in 2022 have a huge impact on the global raw material supply chain and costs, and has direct impacts to global economic growth. The management is also actively responding to changes in the global economy that will result in soaring production costs and out-of-stock products in the supply chain. In addition to constantly adjusting our steps to deal with the difficulties externally, we also continue to carry out improvement plans internally, such as: building new production lines and eliminating old equipment to meet the new market demand in the future and provide better quality products. The Company also focuses on nurturing management talents and passing on more valuable experience to undertake the robust business in the future and further drive the growth of the Company's operating performance.

I. 2022 Operating Results:

(I) The results of the business plan:

The net consolidated operating income of the Company in 2022 was NT$11,069,440 thousand, an increase of NT$ 1,124,462 thousand compared to 2021; the 2022 net operating - profit was NT$ 392,382 thousand, an increase of NT$601,739 thousand compared to 2021; the 2022 net profit after tax was NT$5,918,572 thousand, an increase of NT$5,326,561 thousand compared to the previous year.

(II) Budget Execution:

The Company did not disclose financial forecast and data for 2022. The overall revenue has grown, and the gross profit may not have been reached due to the impact of the international price surge of raw materials.

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(III) Analysis of financial revenues and expenses:

Unit: NT$1,000

(III)
Analysis of financial
revenues and expenses: Unit: NT$1,000
Item 2022 2021
Operating revenue 11,069,440 9,944,978
Operating costs 9,623,851 8,408,820
Operating margin 1,445,589 1,536,158
Operating expenses 1,837,971 1,326,801
Net operating income (loss) (392,382) 209,357
Non-operating revenue and
expenditures:
6,603,532 426,279
Profit before tax 6,211,150 635,636
Tax income (expense) (292,578) (43,625)
Net profit for the current period 5,918,572 592,011

(IV) Analysis of profitability:

Item 2022 2021
Gross profit margin 13.06% 15.45%
Net profit rate 53.47% 5.94%
Return on equity 60.55% 8.45%
Earnings per share NT$12.17 NT$1.21

(V) Research and development status:

The Company continues to invest capital and manpower to develop new products and improve process technology. Furthermore, it seeks to master the source quality of formula raw materials. In response to future market demand, it promptly launches new products that meet hygiene, health and safety requirements, and that grasp the best profit opportunities.

II. Summary of 2023 Business Plan:

  • (I) Business Policy

  • Renew old equipment and expand new production capacity.

  • To develop new products and explore new markets.

  • Uphold ESG principles and implement sustainable operations.

  • (II) Estimated sales volume: Based on the current production capacity, future market

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changes, and performance exploration strategies

     1. The oil business includes oil products and soybean powder and the sales volume is expected to be 225 thousand tons.

     2. The food business includes normal temperature and cold storage items, with an estimated sales volume of 19.65 million cases.

     3. The aquatic business includes general and extruded materials, and the estimated sales volume is 20,000 tons.
  • (III) Important production and marketing policies

     1. Production policy:
    
        - (1) The Company's management systems and products have been certified. In order to comply with international trends and customer requirements, the entire production lines of the food factory and the oil factory have obtained SQF version 8.0 certification. Stringent food safety quality standards based on enhanced source management and product validation, which have been certified by GFSI.
    
        - (2) To improve the professional testing capacity of laboratories and obtain ISO/IEC 17025 accreditation from TAF Laboratories.
    
        - (3) Upgrade production lines, replace outdated equipment, make optimal use of energy, and improve process efficiency.
    
     2. Sales policy:
    
        - (1) Continue to strengthen communication with consumers, strengthen brand image, and improve brand power.
    
        - (2) Develop new products, new customers, and deepen existing channels to meet customer needs.
    
        - (3) Continue to adjust product structure, develop and sell high value-added products, and increase contribution to revenue and gross profit.
    
        - (4) Actively deploy and integrate resources to maximize benefits and profitability.
    
  • III. Future development strategies of the Company

    • (I) Consumer-oriented product development: We constantly observe the pulse of society, collect market-related information to analyze and judge consumer preference trends, and actively develop products that cater to consumers' potential demand. We do so in order to enhance consumers' trust in the company, and to deepen brand loyalty and popularity, and strive for innovation and sustainable

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operations.

  • (II) Improve marketing channels: Strengthen modern and traditional channels, and actively develop dining and e-commerce channels, so that products can be distributed throughout the country with a comprehensive network of intensive sales channels and improve operating efficiency.

  • (III) Sound quality management and system verification: The Company's various management systems and products have been certified, and such rigorous management system and verification are used to ensure the Company's product quality, increase the Company's product strength, and win the trust of the society and customers.

  • (IV) Upholding the ESG sustainable management principle: Based on the philosophy, "Taken from the community, giving back to society," the company has also actively participated in improvement activities such as net zero carbon emission, water treatment and green energy in recent years. A company should not just thoughtlessly pursue attractive financial reports. Sustainable development has become a common global goal. A company with higher ESG score will win the support of the public and investors, and will be able to operate for a long time.

  • IV. Impacts of the external competitive environment, the regulatory environment, and the overall business environment

  • (I) External competitive environment

With the changing preferences of consumers, the Company has always been consumer-oriented and developed natural, healthy, high-value-added products without additives or innovative materials to expand the brand's market share. Carefully select the source of raw materials to protect the health of consumers. We have also introduced various management and authentication systems to continue to provide products that meet consumer demand. To respond to international environmental protection trends and the issue of plastic reduction to protect marine life, we have built a new generation of tin and aluminum can production line to deepen the Company’s manufacturing strengths.

  • (II) The legal environment

The core value of the food industry is the iron law of food safety. Under this principle, it is the manufacturer's duty to continue to strictly control the quality and to provide products that consumers can consume with peace of

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mind. In addition to complying with external regulations, we also properly manage all aspects of the management system and various verification systems internally, from product development, procurement management, raw material management, production, manufacturing, storage, transportation, and sales. The Company also conducts internal and external education trainings in a timely manner, and provides curriculum resources such as legal compliance to enhance employees' understanding of laws and regulations, and implement this practice in daily work to ensure the supply of products that consumers can consume with peace of mind.

(III) Overall business environment

The pandemic and geopolitics have resulted in inflation and rising raw material costs worldwide, which have had a huge impact on the global economic and trade environment. Despite the difficult business environment, we still showed our strong ambitions. Although the Company's profit and loss were not as good as last year, our business performance still reached a new high in recent years! Given the pressure of rising consumer prices, our management team will continue to improve corporate governance, create profits from the core business, and ensure the sustainable operation of the Company.

At this Annual Meeting of Shareholders, I would like to express my sincere gratitude to all shareholders for their support. I hope everyone will continue to give Taisun Company their guidance and affirmation so that the Company will grow stronger.

I wish you good health and all the best, and thank you!

Chairman: Ching-Chao Chan

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Two. Company Profile

I. Date of establishment: October 26, 1950

Date of incorporation: October 21, 1960

II. Company History

1986

  1. Increased capital by NTD 404,122,880 to boost feed production capacity by 60 tons per hour while improving oil and fat extraction.

  2. Launched Taisun Mixed Congee.

  3. 1987 1. Capital injection of NTD 36,066,940 to improve financial structure; capital surplus transfer to common stock of NTD 11,315,440; retained earnings transfer to capital of NTD 48,494,740; along with an operational rationalization merger with Yong Yu Food Industry Co., Ltd. that increased capital by NTD 100,000,000, total capital thus increased to NTD 600 million. Built a shrimp feed factory with maximum monthly output of 1,200 tons.

  4. Launched Peanut Soup.

  5. 1988 1. Capital injection of NTD 51,300,000; capital surplus transfer to common stock of NTD 14,700,000; total capital increased to NTD 666 million. Added a second production line to the shrimp feed factory; Japanese-made equipment allowed maximum monthly output to reach 120 tons/day. Invested in a new production line for Taisun Mixed Congee. Purchased an additional 77,303 square meters (23,384.15 pings) of land for a second animal husbandry plant.

  6. Became the first company to obtain food GMP certification.

  7. 1989 1. Capital injection of 13,400,000 shares, with each share issued at a premium of NTD 13. Retained earnings transfer to capital of NTD 60,000,000. Used to set up additional auto production lines for Taisun Grass Jelly, introduced equipment to add more capacities for the beverages like Taisun Mixed Congee, Peanut Soup, Green Bean Soup, and Green Bean Paste, and invested in the bulk warehouse for the soybean powder of the oil plant, the pig house in the Beidou livestock farm, and the pollution control facilities of the plant and farm. Concluding his long years of accomplishment, former Chairman Mr. Chan Yu-Chu was elected Honorary Chairman and continued to bear responsibility for guiding our Company behind the scenes. Former Executive Vice Chairman Mr. Chan Jen-Tao was unanimously elected as Chairman by the Board of Directors.

  8. Taisun Enterprise became a listed company.

  9. 1990 1. Capital injection of 20,000,000 shares, with each share issued at a premium of NTD 36. Retained earnings transfer to capital of NTD 137,600,000. Used for expansion of automatic production lines in food factories, additional wastewater treatment equipment and purchase of office buildings, set up of a shipping center, additional purchases of vending machines, and investment in the logistics industry.

  10. Established a new corporate identification system.

  11. The Taisun Cultural Foundation was established.

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1991

  1. Retained earnings transfer to capital of NTD 59,880,000, and capital surplus transfer to common stock of NTD 203,592,000. To improve financial structure and enrich working capital.

  2. The Taisun Cultural Foundation won the “Group Award for the Association of Great Service Achievement” from the Ministry of Education.

1992

  1. Transfer of earnings to increase capital for investment of NTD 160,717,920, and capital surplus transfer to common stock of NTD 160,717,920. To enrich working capital. Issued 30 million shares of Type A registered preferred stock at a premium of NTD 20 per share to repay bank loans and build frozen food and meat processing plants.

  2. Launched Bing Jeon Black Tea.

  3. 1993 1. Capital surplus transfer to common stock of 124,950,470. Capital after capital increase (including preferred stock) was NTD 2,207,458,310.

  4. Started selling frozen prepared foods, and also began construction on associated factories.

  5. A Japanese patent was acquired for the processing technique of the Taisun Grass Jelly.

  6. The oil, food, and feed plants passed ISO-9002 certification.

  7. Won a National Quality Award (NQA), the highest honor in quality management.

  8. Initiated indirect investment in mainland China by establishing a 100%-owned subsidiary in Singapore.

  9. Teamed up with Thailand Uni Food Co., Ltd. to establish a food and beverage factory in Thailand.

  10. 1994 1. Capital surplus transfer to common stock of 175,049,530. Capital after capital increase (including preferred stock) was NTD 2,382,507,840.

  11. The frozen food plant started production.

1995

  1. Capital surplus transfer to common stock of 166,600,630. Capital after capital increase (including preferred stock) was NTD 2,549,108,740.

  2. Launched Taisun Pure Water.

  3. 1996 1. Added a glass bottled beverage production line for food to produce YOGO lactic acid beverages.

  4. The construction of the Kunshan and Zhangzhou plants in mainland China commenced.

  5. 1997 1. Capital surplus transfer to common stock of 89,964,340. Capital after capital increase (including preferred stock) was NTD 2,639,072,810.

  6. Stepped into the construction industry with first case launched in the Taisun Great Century--Special Leader District.

  7. The Kunshan plant and Zhangzhou plant in mainland China were completed and started production.

  8. Investment was made in Central Union Oil Corp.

7

  • 1998 1. Preferred stock of NTD 300 million entirely converted to common stock.

  • Retained earnings transfer to capital of NTD 116,953,640. Capital surplus transfer to common stock of NTD 116,953,640. Capital injection of NTD 360,000,000. Capital after capital increase was NTD 3,232,980,090.

  • Taisun Fruit Water was introduced to the market.

  • Central Union Oil Corp. began mass production.

  • 1999 1. Production technology and equipment of soft-bag beverage Capri-Sun was introduced from Germany.

  • Investment was made in FamilyMart convenience store and in Taiwan-wide logistics.

  • The Taisun Cultural Foundation again won the “Group Award for Social Education Achievement.”

  • 2000 1. Office automation system was activated. 2. Launched the second phase of construction for a district catering to high-profile individuals.

    1. Raised NTD 450,000,000 through issuance of secured corporate bonds, with funds used to improve financial structure.
  • 2001 1. Entered the refrigerated foods market and started mass production of chilled products. 2. PET production lines were established and passed GMP certification of the Industrial Development Bureau.

    1. Kenneth Chan took over as General Manager.
  • 2002 1. Obtained GMP certification for the production line of chilled snacks. 2003 1. Launched third phase of construction with commencement of the Shoufu Special District.

  • Internal manufacturing capability was improved and additional refrigerating equipment was installed.

  • Signed a five-year, NTD 1 billion syndicated loan with E.Sun Bank to improve financial structure.

  • 2004 1. Capital surplus transfer to common stock of NTD 129,319 thousand. Capital after capital increase was NTD 3,362,299 thousand. Additionally merged with 100%owned subsidiary Xintai Investment Co., Ltd., reducing capital by NTD 199,850 thousand. After the capital reduction, the capital amount was NTD 3,162,449 thousand.

  • Launched a series of refrigerated snack products.

  • Shares of Taiwan FamilyMart Co., Ltd. were bought in continuously to have more than 20% of shareholdings and substantial influence; the valuation method was changed to the equity method.

  • 2005 1. Capital surplus transfer to common stock of NTD 63,249 thousand. Capital after capital increase was NTD 3,225,698 thousand. Additionally merged with 100%owned subsidiary Pintai Investment Co., Ltd., reducing capital by NTD 86,057 thousand. After the capital reduction, the capital amount was NTD 3,139,641

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thousand.

  1. The Fresh Grass Jelly House and newly bottled pure water were introduced to the market.

  2. The modernization of traditional snacks was continued to put MIXED CONGEE – Black Glutinous Rice & Job’s Tears – on the market.

2006

  1. Capital surplus transfer to common stock of NTD 62,793 thousand. Capital after capital increase was NTD 3,202,434 thousand.

  2. General Manager Kenneth Chan was honored with the "Outstanding Food Entrepreneur Award" by the Institute of Food Science and Technology.

  3. A GMP Outstanding Certificate was acquired for the production line of oil products.

  4. A new construction project was launched with the commencement of the New Era Special District.

  5. The NT$1 billion syndication loan case was renegotiated with E.Sun Bank to extend the period to 100 years.

2007

  1. Kenneth Chan took over the Chairman position and Tsou Hsin-Nan took over the General Manager position.

  2. Taisun Enterprise (Zhangzhou) Foods Co., Ltd. marked the 10th anniversary of its establishment.

  3. The IP, TP, and oil ISO22000 certificates were acquired in January 2007.

  4. Nikomart signed an assets assignment agreement with FamilyMart.

2008

  1. Pin-Tai Distribution merged with Jian Tai International and Pin Tai Company.

  2. The aquatic products plant for production of floating ripened aqua feed was completed in Tianzhong.

  3. The BSC Performance Management System was introduced to the entire company.

  4. Taisun Pure Water was attached with the processed food trace code required by the Department of Health of the Executive Yuan.

  5. The Fresh Grass Jelly House acquired the “New Product Award” from the Taiwan Association for Food Science and Technology.

  6. 2009 1. The professional aquatic products plant in Tianzhong was officially launched for production of floating aqua feed.

  7. Taisun (Herbal) Co. Ltd. was founded, and the Taisun (Herbal) Refreshing Dessert Flagship Shop was launched on Xiamen's ZhongShan Road.

  8. The Taisun Cultural Foundation won the “Social Education & Public Service Award” from the Ministry of Education in 2008.

  9. New oil products Omega-3 Unsaturated Healthy Oil and Vitality Nuts Health Oil won a "New Product Commendation" from the Taiwan Association for Food Science and Technology.

  10. The GMP Outstanding Certificate was acquired for the packaging line of oil products.

  11. The Baidou farm acquired the traceability certificate for its livestock products.

  12. Taisun joined the Total Brand Management (TBM) benchmarking academy boot

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camp.

  1. Chairman Kenneth Chan was elected as the 8th Secretary of the National Industry Council.

  2. New brand Taisun Biotech launches its first "Nattokinase" product.

  3. The Fresh House introduced unique large-grain products, namely Black Sugar Mesona with Coconut and Green Been with Job’s Tears and Coconut.

  4. 2010 1. Yufeng pioneered collaboration with Hilife to jointly launch bubble mixture tea and march into the premium wedding pastry market by introducing a combination of different teas and refreshments with its Three Tea Ceremony cake gift box.

  5. Introduced the first environment-friendly bottled water – TWIST WATER – in Taiwan under technical cooperation with the Plastics Industry Development Center, and acquired the first Carbon Footprint Label Certificate (No. 001) in Taiwan for its bottled water.

  6. Launched the nation's first bottle of “Healthy and Good Blended Oil with the Essence of Nuts.” Taisun's oil won the gold medal of the “2010 Reader’s Digest Renowned Brand Award.”

  7. Taisun Biotech launched its HINA brand targeting the women's market, with products including One a Day Calcium Cookies and Body Oil Tablets.

  8. Launched Taisun Nine Falling Winds Mullet Rice to penetrate the meat market, and obtained the Golden Diamond Award for Taiwan Top Ten Quality Mullet Roe in 2010.

  9. Taisun's all-new official website came online.

  10. Published the book "True Persistence" to share the management attitude and life philosophy of General manager Chan Jen-Tao.

  11. The 60th Anniversary Thanksgiving Celebration Cocktail Party was held at the Grand Hotel.

  12. Chairman Kenneth Chan was elected as the 7th Chairman of the Food and Food Industry Development Association.

  13. Chairman Kenneth Chan was elected as the first vice chairman of the Association for Business Excellence.

  14. Distribution of cash dividends of NTD 64,049 thousand and retained earnings transfer to capital of NTD 128,097 thousand. Capital after capital increase was NTD 3,330,531 thousand.

  15. 2011 1. Taisun’s “TWIST WATER” was selected by the Food Bev Media in 2010 as one of the 20 most friendly containers in the future. It was the only honored brand from Taiwan.

  16. Taisun’s healthy oil again won the gold medal of the Reader’s Digest Renowned Brand Award.

  17. The GMP Outstanding Certificate was acquired for Taisun’s packaging line of oil products.

  18. Taisun mullet caviar won the Excellent Processed Aquatic Products Award from the Fisheries Department.

  19. Yufeng Tea established its first mixed tea restaurant, "EMPERORLOVE Oriental Beauty Fashion Tea House," to enter the tea restaurant market.

10

  1. Launched first functional tea beverage, "Tianshan snow lotus."

  2. Launched first zero-calorie beverage, "Bing Jeon ZERO Beauty Tea."

  3. Taisun Biotech's HINA brand launched Collagen Spatiotemporal Freezing, Retrospective Freezing of Time and Space, Nuannuan Siwu Iron Foaming Tablets, Aqua Collagen Drink, and Jingyan Beauty Drink.

  4. Plasticizer incident: All Taisun products were submitted for inspection to confirm that they do not contain plasticizers.

  5. The Taisun Pure Water was designated as the drinking water for the National Games in Changhua.

  6. Distribution of cash dividends of NTD 116,568 thousand; retained earnings transfer to capital of NTD 99,916 thousand; capital after capital increase was NTD 3,430,447 thousand.

2012

  1. “TWIST WATER” won the 20th Taiwan Excellence Award. It was the first bottled water that won the honor of this well-established award.

  2. “TWIST WATER” won the “Excellence” award in the Food & Beverage Category of Business Next’s 3rd Green Brand Investigation.

  3. Taisun’s “Good Oil” won the gold medal of the Reader’s Digest Renowned Brand Award for three consecutive years.

  4. HINA Nuannuan Siwu Iron Herbal Foaming Tablets won the National Quality Mark and double certification of the food GMP smile mark.

  5. Jiujiangfeng mullet caviar won the Excellent Aquatic Products Award from the Department of Agriculture, of the Executive Yuan.

  6. The Babao line obtained GMP certification.

  7. Passed the US FDA PET hot filling line certification and became the first company in Taiwan that exported PET-bottled neutral green tea to the USA.

  8. Undertook OEM for Itoen of Japan for sale in Taiwan of four items including green tea, 530 ml strong tea, and 975 ml.

  9. Taisun Bing Jeon Black Tea (IP 450ml) was incorporated in the “Safe Food Tracing Platform” of the Industrial Development Bureau of the Ministry of Economic Affairs.

  10. Signed an agreement with mainland China's Hon Chuan regarding its aseptic PET filling line.

  11. Launched new Big Straw brand products Ice Q Plum Green, and Konjac Milk.

  12. Bing Jeon brand launched new Sakura Apple Tea product.

  13. Taisun Biotech's HINA brand rolled out One a Day Calcium Healthy Wafer product.

  14. Taisun (Herbal) Co., Ltd. opened its first store in the Qunguang region of Chengdu, Sichuan Province, on the mainland.

  15. Launched PP-bottled Black Fungus with Longan Drink.

  16. Launched a new Pearl Job’s Tears snack product (CAN330ml, PP290ml).

  17. The Good Oil successfully entered the olive oil market with market share of 7%.

  18. Held full product marketing activities for the first time with the Asian rock group Mayday, under the banner of "Drink Taisun and watch Mayday."

  19. Yutai won the "Excellent Enterprise Award" of the Ministry of Economic Affairs'

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Micro and Small Enterprise Highlight Project.

  1. Obtained the well-known "Taisun" trademark in China.

2013

  1. General Manager Tsou Hsin-Nan retired and took on an advisor position. On the recommendation of the Compensation Committee, the Board of Directors appointed Chairman Kenneth Chan to serve concurrently as General Manager.

  2. Chairman Kenneth Chan was elected as 18th chairman of the Feed Trade Union, 8th chairman of the Food Industry Development Association, and chairman of the Taiwan Advertisers Association (TAA).

  3. SAP-ERP system was launched online for Taiwan consumer foods and bulk oils.

  4. Cooperated with Taiwan Hon Chuan Group to develop aseptic filling lines; Mesona Tea, a brand new product, was development under cross-strait cooperation.

  5. Promotion activities were held under cross-strait cooperation and two “The Power of Grass” concerts were organized for the first time.

  6. Obtained FDA certification in producing green tea for Itoen of Japan, and passed the North American Costco quality system inspection. Obtained Itoen's export orders from the United States and Canada.

  7. Jointly promoted "source management information service project in line with the global food industry" in cooperation with Weiquan after obtaining this project from the Science and Technology Program of the Industrial Development Bureau of the Ministry of Economic Affairs.

  8. The feed plant in Yuanlin changed its market position to a blank feed plant; the Taisun Beidou farm cooperated with Shang Lee Food to introduce “Lean Pork” to the market.

  9. Extra Virgin Olive Oil was launched under the Good Oil brand name with accompanying organic food certification.

  10. Good Oil brand Sunflower Seed Oil acquired the national good food certificate, standing as the only sunflower oil containing phytol.

  11. The “Bing Jeon Guava Green Tea” Fresh House made its debut and ranked as one of the Top 3 new tea beverages on the market.

  12. The copper chlorophyll content of the pure grape seed oil that Taisun imported from Spain was detected by the Ministry of Health and Welfare as positive. The products were removed from the shelves and recalled from consumers. They were then sealed in the plant and the sale was stopped for further determination.

  13. The Taisun Cultural Foundation was praised by the Ministry of Education as the “2013 Outstanding Education Foundation.”

2014

  1. Taisun Enterprise adopted a brand new corporate identity.

  2. Chairman Kenneth Chan was elected as the third president of the Chinese Excellent Management Association (CEMA).

  3. Taisun's Mesona Tea brand invited Jam Hsiao to act as spokesperson for the whole year.

  4. Launched a Mesona Monopoly app, stepping into the mobile market for the first time by combining a monopoly game and the concept of bonus points; the app

12

broke through 50,00 downloads in a single month.

  1. Signed a contract with the Ershui Rural Association for domestic fairy grass production, making this a source of fairy grass.

  2. Introduced Oracle’s PLM R&D management compliance system to strengthen autonomous management systems and align with international standards. Further joined the Source Management Information Service Platform of the Food Industry Development Association.

  3. Food and oil plants acquired SQF-LEVEL3 certification. Became the first food company in Taiwan to obtain the highest level certification of the international SQF food safety standard.

  4. The pig house in the Beidou farm was completed with the environment control system. It passed the Carrefour CQL certification and the pork became a Carrefour commodity under strict selection.

  5. Expanded scope of cooperation with Itoen of Japan, manufacturing FamilyMart's own-brand tea drinks under Itoen's supervision.

  6. Launched RT-Mart's exclusive Milk Red Bean dessert products.

  7. Launched SQF certified 100% Canola Oil.

  8. Launched unique, environmentally-friendly, convenient, and patented “Pure Water with Inseparable Cap."

  9. Bing Jeon Guava Green Tea won the 2014 Innovative Product Appraisal Award.

2015

  1. Introduced electronic invoicing system to facilitate follow-up and tracing of food and ensure food safety in the future. Established as the first food company in Central Taiwan to introduce an electronic invoicing system.

  2. Introduced robotic arms to improve the working environment of the refrigeration line and save the manpower needed to work at low temperature.

  3. Rolled out Mesona Q Milk onto the market, taking natural herbs as the core of the brand to launch healthy herbal jelly products.

  4. Launched Taiwan Peanut Soup product. All of the peanuts were planted in Taiwan to provide safe quality material, and no condiments were added. The material was simmered to reproduce the original flavor of Taiwanese peanut soup as it tasted in the old times.

  5. GMP Certification was changed to TQF in the second half of 2015. Taisun supported the change and carried out the sequential certification procedure.

  6. Biomass boilers were used in all of Taisun’s plants. It saved 1,461 kilograms of fuel oil in 2015 compared with the prior year and reduced CO2 emissions by 4,543 tons, thereby implementing carbon reduction measures.

  7. The “Inseparable Cap” of Taisun Pure Water won the silver medal of the 2014 Innovative Product Appraisal Award.

  8. Carried out a fairy grass contract with the Changhua Second Water Farmers Association, extending from five land leases to 30 land leases. Also extended co-cultivation cooperation to the Zhongpu area of Chiayi.

  9. Issued the first CSR report and reviewed management actions based on GRI4, an international program indicator.

13

2016

  1. The Beidou farm passed and was certified by Carrefour CQL.

  2. An interim shareholders' meeting re-elected the full slate of directors, and appointed Chan Yi-Houg as Chairman, Chan Chin-Chia as Vice Chairman, and Ching-Chao Chan as General Manager. At the same time, an audit committee was set up.

  3. Compensation Committee members changed, with Wu Chieh-Hsin, Tung ChunJen, and Liu Ming-Hsiung serving as committee members.

  4. Chan Hao-Jun was reassigned as Chairman of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., to manage Taisun's operations on the mainland.

  5. Taisun Enterprise (Zhangzhou) Foods Co., Ltd. and Hon Chuan (Zhangzhou) Packaging Co., Ltd. agreed on termination of their performance bond but still continued to cooperate.

  6. In response to the amendment of the Labor Standards Act, Taisun held control meeting to address arrangement of the production line shift schedule, reduction of the personnel expenses, and impact on the Company.

  7. 2017 1. Taisun oil products (nine in total) obtained halal certification from the Taipei Mosque Foundation.

  8. Taisun Enterprise became an RSPO Member of the Palm Oil Sustainable Production Association.

  9. Launched seven new products. Among them, Cheers won the first place in sparkling water single product sales in June (Nielsen data).

  10. TWIST WATER obtained carbon footprint verification.

  11. Taisun Enterprise (Kunshan) Co. Ltd. saw income proceeds transferred to Taisun Enterprise (Zhangzhou) Foods Co., Ltd.

  12. Held first institutional investor conference.

  13. By resolution of the Board of Directors, a capital injection of NTD 1,466,630 thousand was undertaken.

  14. The 2016 CSR Report won the Silver Award in the Traditional Group for the TCSA Sustainability Report Award.

  15. 2018 1. Capital injection of NTD 2,390,607 thousand issued at a premium of NTD 16.30 per share, increasing capital to NTD 5 billion.

  16. A new product, Cha Street, is the first to launch a joint drink with hand-cranked stall chains to penetrate this market, launching Sunrise Chatai Signature Baked Milk, Comebuy Sweet Orange Jinxuan, and Shuixiang Cha Nong Lemon Little Perilla.

  17. Taisun entered the functional beverage market for the first time, launching its new BUFF energy drink.

  18. Launched new Woo Tang herbal jelly tea product, aiming at the sugar-free tea market with brand differentiation.

  19. Repaid NTD 1.4 billion in bank loans, significantly improving debt solvency and strengthen the financial structure.

  20. Dealt with real estate on Siming South Road for Taisun (Herbal) Co. Ltd., increasing operating revenues.

14

  1. The PET production line of the Tianzhong food factory passed domestic organic agricultural processed product verification and USDA Organic Handing verification.

  2. The Board of Directors passed a resolution to distribute a total of NT$11 million in employee remuneration for 2017.

  3. The Annual Meeting of Shareholders decided to distribute cash dividends of NTD 0.4 per share for 2017.

  4. To strengthen corporate governance, an extraordinary shareholders' meeting was convened to re-elect the full slate of directors. It elected four ordinary directors and three independent directors, increasing the proportion of independent directors in the board structure.

  5. Taisun Enterprise (Zhangzhou) Foods Co., Ltd. made early repayment of USD 10 million in foreign debt in a syndicated bank loan.

  6. 2019 1. The Board of Directors passed a resolution to distribute a total of NT$24 million in employee remuneration for 2018.

  7. The Annual Meeting of Shareholders decided to distribute cash dividends of NTD 0.8 per share for 2018.

  8. Compensation Committee organization rules were revised so that starting from June 1 more than half of the members will be independent directors.

  9. The oil office building was opened, and the efficiency of the oil laboratory and oil work space was improved; The grease factory added iron barrel equipment production line, increased production capacity, and replaced the plant's robotic arm; the oil factory added a metal barrel equipment production line, increased production capacity, and replaced the plant's robotic arm; the new water treatment equipment of the food factory opened and increased the activated carbon process, providing higher quality water quality; in addition, the boiler of the second plant was changed to natural gas facility operations, strengthening factory air pollution control equipment, and it completed the replacement of the sterilization kettle of the mixed congee line. All equipment investments have been successfully put into operation.

  10. 2020 1. In January, the COVID-19 Prevention Management Program was implemented and as a result, there were no positive cases throughout the year.

  11. At the Annual Meeting of Shareholders it was decided to distribute cash dividends of NTD 0.9 per share for 2019 - the highest in 20 years.

  12. Taisun was included in MSCI World Small Cap Index

  13. EAP Employee Assistance Program was introduced for the first time. It is a support system that integrates the Company's internal and external resources for our employees to promote workplace health and reduce risk to the organization.

  14. New production lines were added for the oil business, and the establishment plan for new PE and iron and aluminum can production lines were initiated.

  15. First sugar-free and additive-free congee product was launched to provide consumers with a healthy choice - Taisun Healthy Grain Congee.

  16. 2021 1. To strengthen the food safety policy and improve corporate governance, a “Food Safety Center” and “Occupational Safety and Health Management Committee” have

15

been set up to enhance the Group’s occupational safety level. The HR Administration Unit has been assigned as the dedicated ethical corporate management unit to reinforce ethical business management.

  1. In an attempt to correspond with Carrefour’s food transformation scheme to reduce the amount of plastic packaging, Shang Lee Food teamed up with farms with strictly selected pork (including Taisun’s Baidou Farm) to reduce disposable plastic products.

Hence, high-density vacuum packaging has been adopted to respond to

environmental protection while at the same time maintaining the freshness of food.

  1. Promoted the “Letter of Commitment for Integrity and Sustainable Management” for the Group’s vendors to sign and set up a Code of Conduct mailbox.

  2. The Annual Meeting of Shareholders passed the motion to distribute cash dividends of NTD 1.4 per share for 2020.

  3. Initiated 2020-2021 GHG greenhouse gas emissions inventory and planned to attain ISO 14064-1 in 2022.

  4. New Food Plant 3 (iron and aluminum can line) obtained an approval letter from Changhua County Government for plant registration.

  5. Awarded “iTaiwan i Sport” by the Sports Administration.

  6. Baidou Farm was crowned the second place for healthy pork by Changhua Meat Market.

  7. The Company held the 2021 Extraordinary Shareholders Meeting to elect the 22nd Board of Directors, and appointed Ching-Chao Chan as Chairman, Yi-Houg Chan as Vice Chairman, and Tsai Cheng-Ta as General Manager.

2022

  1. In January, the Board of Directors approved the appointment of Li Ming-Hui, Chen Min-Hsun and Tu Ying-Ta as the new members of the Remuneration Committee.

  2. Signed a contract with a company in the United States to formally authorize the distribution of "Sunkist” brand, and officially launched a new fruit juice business under the "Sunkist" brand.

  3. Signed a cooperation contract with Matsu Distillery to become the sales agent of Matsu sorghum liquor in China. Sales began in December.

  4. At the Annual General Meeting of Shareholders it was decided to distribute earnings in the form of cash dividends at NTD 1 per share for 2022.

  5. The Taisun carbon inventory project (inventory years 2020 to 2021) passed the ISO14064-1 certification in June.

  6. The Company started mass production of the r-PET product exported to the USA in December, marking a further step towards environmental protection.

  7. In order to activate the value of long-term equity investment, enhance shareholders' equity and improve the financial structure, the disposal of FamilyMart shares was resolved on December 2 by the board of directors. The total amount was NT$8.097 billion, and the disposition gain was NT$5.453 billion.

16

Three. Corporate Governance Report

==> picture [498 x 536] intentionally omitted <==

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

I. Organization System
(I) Organization Chart Shareholders’
Meeting Compensation
Committee
Board of
Directors
Audit Committee
Audit Division
Chairman
Chairman’s Office
ESG Sustainable
Development
Finance Division Committee
General Hiring Committee
Manager
Occupational
General Manager's
safety and health
Office
Committee
Food Safety Center
Unit Part I Part II Dept. Animal Unit
Operations Procurement Procurement R&D Dept. Unit Husbandry
HR Administration Management Unit Marketing Unit Food & Beverage Production Dept Quality Assurance Wine Division Oilseeds Business
International Business
----- End of picture text -----

17

(II) Business of each major department

Unit name Department business
Compensation Committee 1. Formulate and regularly review the policies, systems, standards, and structures of
the remuneration of directors, supervisors, and managers.
2. Consider the performance and risks related to remuneration and establish
performance evaluation standards.
Audit Committee Assist the Board of Directors in supervising the effective implementation of the
Company's authority in compliance with Company Act, Securities and Exchange Act,
and other relevant laws and regulations.
Audit Division Ensure the effective operation of internal control systems, follow the audit business
of government agencies and laws and regulations, implement internal audit systems
and improvement suggestions to strengthen corporategovernance.
Chairman’s Office Responsible for business development in the Group's new businesses, external public
relations expansion,and custodyof seals,certificates,andguarantees.
ESG Sustainable
Development Committee
Responsible for the promotion of corporate social responsibility policies, systems,
related management policies and plans, and implementing long-term commitments
with stakeholders.
Financial Division Preparation of the Board of Directors and shareholder meetings and financial risk
management, cash management, investment and wealth management, financing
schedulingandplanning,announcements,and other services.
General Manager's Office 1. Strategic planning, new market development, new business opportunities,
proposals and promotion of business policies and objectives. Planning of
management meetings and follow-up of resolutions, promotion and supervision of
management rules and regulations.
2. Supervision of communication with the outside world.
Human Resources
Arbitration Committee
1. Implement and improve human resource development policies, and review major
amendments to various human resource systems.
2. Adjudication of abnormal disputes and other appraisal of personnel rights and
interests.
Occupational Safety and
Health Committee
Plan, coordinate and suggest on matters in relation to occupational safety and health;
improve the occupational safety and health management system via management
functions such as planning, implementation, evaluation and improvement measures to
achieve safetyand health management objectives.
Food Safety Center Promote the planning of systems, certifications in relation to food safety policies;
carry out the Company's food safety management plans, food hygiene monitoring and
supplier audits; and monitor the effectiveness and appropriateness of management
system to ensurequalityand food safety.
HR Administration Unit Responsible for planning and formulating the Group's human resources policy,
handling the research and drafting of the personnel system and implementation of the
organization, planning, job setting and revision, general affairs, public relations, legal
affairs,and other related businesses.
Operations Management
Unit
Integrate management, accounting, and information functions, be responsible for
implementing resource decision-making and operation management systems,
regularly analyze profit and loss results and suggestions, and ensure the operation of
the system.
Marketing Unit Responsible for the integration, distribution and coordination of food and oil brand
management and marketingresources.
Procurement Dept. 1 The formulation, implementation, and progress tracking and control of raw material
procurementpolicies.
Procurement Dept. 2 Grasp domestic and international price trends, collect and research market
information to ensure that the procurement prices are reasonable and delivery quality
stable.
Food & Beverage
Production Dept.
Responsible for the production management of food and oils and product logistics
delivery, ensuring products manufactured are in compliance with domestic laws and

18

regulations as well as international standards.
R&D Dept. Responsible for the research and development and technological improvement of
food and oilproducts.
Quality Assurance Dept. Responsible for the quality assurance of food and oils as well as OEM products; plan
for food safety certifications and promotion; and provide customers with stable,
consistent quality food and services through professionalism to carry out healthy and
safety-based business.
Wine Division Distribution and agency of beverages and wines produced by Matsu Distillery,
including special wine product development, wine product plan development, brand
marketingand channel management.
International Business
Unit
Contact foreign customers for production orders and product export business, develop
Company product exports and introduce international high-quality product sales
business.
Animal Husbandry 1. Responsible for the production, new product development, formulation
improvement, quality verification, sales and service of aquatic feed products.
2. Management and operation of breedingfarms.
Oilseeds Business Unit 1. Responsible for the sales management of soybean processing related products.
2. Purchase management of bulk materials.

19

II. Information on directors, supervisors, general managers, vice general managers, associates, supervisors of various departments and branches

(I) Directors and supervisors

1. Director information

Time of Information: May 2, 2023

Title Nationality
or place of
registration
Name Gender
& Age
Election
(inauguration)
date
Term
of
office
Date of first
appointment
Shares held at the time of
appointment
Shares held at the time of
appointment
Shares held currently Shares held currently Spouse and minor
children now holding
shares
Spouse and minor
children now holding
shares
Shares held in the names of
others
Shares held in the names of
others
Principal
experience
(education)
(Note 2)
Positions now
held
concurrently in
the Company
and in other
companies

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship
Remarks
(Note 3)
Shares Shareholding
ratio
Shares Shareholdin
gratio
Shares Shareholding
ratio
Shares Shareholding
proportion
Job
title
Name Relationship
Chairman Republic of
China
Jing Xun
Investment
Industrial
Corporation
Limited
- 2021/12/16 3
years
2016/04/25 10,446,082 2.09% 10,446,082 2.09% 0 0 0 0 None None None None None None
Republic of
China
Representative:
Ching-Chao
Chan
Male
51~60
2021/12/16 3
years
2004/06/16 6,459,862 1.29% 6,459,862 1.29% 511,000 0.10% 0 0 Note 2 Note 2 None None None None
Vice
Chairman
Republic of
China
Shen Yang
Investment
Corporation
Limited
- 2021/12/16 3
years
2016/04/25 2,630,570 0.53% 2,630,570 0.53% 0 0 0 0 None None None None None None
Republic of
China
Representative:
No-Hua Chen
Female
41~50
2023/01/17 3
years
2023/01/17 0 0.00% 0 0.00% 0 0 0 0 Note 2 Note 2 None None None None
Director Republic of
China
Hongqiang Co.,
Ltd.
- 2021/12/16 3
years
2021/12/16 922,000 0.18% 922,000 0.18% 0 0 0 0 None None None None None None
Republic of
China
Representative:
Hao-Jun Chan
Male
41~50
2021/12/16 3
years
2004/06/16 1,852,738 0.37% 1,852,738 0.37% 423,391 0.08% 922,000 0.18% Note 2 Note 2 None None None None
Director Republic of
China
Long Bon
International
Industrial Co.,
Ltd.
- 2021/12/16 3
years
2021/12/16 127,533,000 25.51% 188,106,000 37.62% 0 0 58,279,000 11.66% None None None None None None
Republic of
China
Representative:
Wei-LungLiu
Male
51~60
2021/12/16 3
years
2009/06/10 0 0.00% 0 0.00% 0 0 0 0 Note 2 Note 2 None None None None
Director Republic of
China
Long Bon
International
Industrial Co.,
Ltd.
- 2021/12/16 3
years
2021/12/16 127,533,000 25.51% 188,106,000 37.62% 0 0 58,279,000 11.66% None None None None None None

20

Title Nationality
or place of
registration
Name Gender
& Age
Election
(inauguration)
date
Term
of
office
Date of first
appointment
Shares held at the time of
appointment
Shares held at the time of
appointment
Shares held currently Shares held currently Spouse and minor
children now holding
shares
Spouse and minor
children now holding
shares
Shares held in the names of
others
Shares held in the names of
others
Principal
experience
(education)
(Note 2)
Positions now
held
concurrently in
the Company
and in other
companies

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship

Other supervisors,
directors, or supervisors
with a spousal relationship
or second degree of
kinship
Remarks
(Note 3)
Shares Shareholding
ratio
Shares Shareholdin
gratio
Shares Shareholding
ratio
Shares Shareholding
proportion
Job
title
Name Relationship
Republic of
China
Representative:
Tai-ShengHan
Male
51~60
2021/12/16 3
years
2021/12/16 0 0.00% 0 0.00% 0 0 0 0 Note 2 Note 2 None None None None
Independent
Director
Republic of
China
Min-Hsun Chen Female
51~60
2021/12/16 3
years
1998/05/26 0 0 0 0 0 0 0 0 Note 2 Note 2 None None None None
Independent
Director
Republic of
China
Ming-Hui Li Male
61~70
2021/12/16 3
years
2009/11/16 0 0 0 0 0 0 0 0 Note 2 Note 2 None None None None

Note 1: Directors who have worked in the CPAs’ firm or affiliated companies: None.

Note 2: Directors' principal experience (education) and positions now held concurrently in the Company and in other companies, please refer to pages 22 to 23 of the annual report. Note 3: If the Chairman is the same person as the general manager or an equivalent position, or if they are spouses or relatives of one another: None. Note 4: Director Yin Chang-Chung (representative of Huang-Qiao-Lin Co., Ltd. resigned on 2022/12/2) Note 5: Vice Chairman Chan Yi-Houg resigned on 112/1/17. Director Chen Nuo -Hua took office on 2023/1/17.

21

Note 2: Directors' principal experience (education) and positions now held concurrently in the Company and in other companies.

Title Name Principal education Experience Positions now held concurrently in the Company and
inothercompanies
Chairman Ching-Chao
Chan
Master Degree, Utah State University
Entrepreneur Management Research Class,
Department of Business Management, National
Chengchi University
General manager of Taisun Enterprise Co.,
Ltd.,
Independent Director of Super Dragon
Technology Co., Ltd.
Director of CVS.COM Co., Ltd.
Chairman of Taisun Enterprise Co., Ltd., Chairman
/General Manager of Pin-Tai Distribution Enterprise Co.,
Ltd., Chairman of Taisun Yuan Co., Ltd, Chairman of
TAISUN (CAYMAN) INVESTMENT LTD., Director of
Pioneer Traffic Co. Ltd., Director of Taiwan Niko Mart Co.,
Ltd., Director of Taisun Enterprise (Zhangzhou) Foods Co.,
Ltd., Director of Central Union Oil Corp., Ltd., Director of
Taiwan FamilyMart Co.,Ltd.
Director No-Hua
Chen
LLB, Department of Law, National Taipei
University
Researcher, Faculty of Law, The University
of Tokyo, Japan
Former Judicial Yuan Personnel Review
Committee member
Former Chief Judge, Criminal Division,
Taipei District Court
Chief Attorney-at-Law of Cheng Che Law
Offices
Director of Taisun Enterprise Co., Ltd.
Leading lawyer of WNCLF Law Firm
Director Hao-Jun
Chan
University of British Columbia, Canada,
Bachelor Degree,
Supervisor of Taisun Enterprise Co.,Ltd. Director of Taisun Enterprise Co., Ltd., Supervisor of Pin-
Tai Distribution Enterprise Co., Ltd., Supervisor of Pioneer
Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd.,
Chairman and General Manager of Taisun Enterprise
(Zhangzhou) Foods Co., Ltd., Chairman of Hongqiang Co.,
Ltd.
Director Wei-Lung
Liu
College of Law, National Taiwan University Chairman of Lungyen Life Service
Corporation
Director of Taisun Enterprise Co., Ltd.,
Chairman of Long Bon International Co., Ltd.
Chairman of Baosheng Investment Co., Ltd.
Chairman of Reiju Construction Co Ltd.
Director Tai-Sheng
Han
Department of Physics, Tamkang University Chairman of Evga Corporation Director of Taisun Enterprise Co., Ltd.,
Chairman of Evga Corporation

22

Title Name Principal education Experience Positions now held concurrently in the Company and
inothercompanies
Independent
Director
Min-Hsun
Chen
MBA, Drucker School of Management
Claremont Graduate University, USA
B.S., Business (Financial Management),
University of Southern California
CEO of Taipei Management Center, E
United Group
Vice Chair, Decision Management
Committee, E United Group
Chairman of E-da Royal Hotel Company
Ltd.
Chairman of Taipei Financial Center Corp.
Chairman of China Development Financial
Holding Corporation
Independent Director/Member of the Compensation
Committee of Taisun Enterprise Co., Ltd.
Chairman of Minli Investment Co., Ltd.
Independent
Director
Ming-Hui
Li
Stevens Institute of Technology, Master of
Business Administration
General Manager, MasterLink Securities
Corporation
General Manager of Taiwan International
Securities Co., Ltd.
General Manager of Huan Nan Securities
Director of Taiwan Securities Association
(2nd and 3rd terms)
Director
Independent Director/Member of the Compensation
Committee of Taisun Enterprise Co., Ltd.
Chairman of MasterLink Securities Corporation

23

2. Principal shareholders of corporate shareholders

Time of Information: April 30, 2023

Time of Information: April 30,202
Name of corporate
shareholders
Principal shareholders of corporate shareholders
Jing Xun Investment Industrial
Corporation Limited
Chan Ai-Chen 98.19%
Name of corporate
shareholders
Principal shareholders of corporate shareholders
Shen Yang Investment Corporation
Limited
Jen-Hsin Chan, 97.60%
Name of corporate
shareholders
Principal shareholders of corporate shareholders
Hongqiang Co., Ltd. Hao-Jun Chan 98.41%
Name of corporate
shareholders
Principal shareholders of corporate shareholders
Long Bon International Co., Ltd. 1. Global Funeral Services Co., Ltd. (17.71%)
2. Fortune Base Development Corp. Ltd. (15.27%)
3. An-Duo-Li Investment Co., Ltd. (9.61%)
4. Reiju Construction Co Ltd. (9.27%)
5. Jihe Investment Co.., Ltd. (8.75%)
6. Youlong Construction Development Co., Ltd. (6.54%)
7. Yuanfang Investment Co., Ltd. (4.18%)
8. Kun-Hung Tsai (2.80%)
9. Ming-Yi Luo (1.86%)
10. SungGangCorp. Limited(1.73)

Note 1: Directors and supervisors who are representatives of corporate shareholders should fill in the name of the corporate shareholder.

Note 2: Fill in the name of the major shareholder of the corporate shareholder (where its shareholding ratio accounts for the top ten) and its shareholding ratio. If the main shareholder is a juristic person, the Table 2 below should be filled in.

Note 3: If the corporate shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed shall be the name of the investor or donor (for information, please refer to Judicial Yuan announcements), and the ratio of capital contribution or contribution. Note "Deceased".

24

3. If the major shareholder of corporate shareholder is a juristic person, its major shareholder:

shareholder:
Name of corporate entity Principal shareholders of corporate shareholders
Global Funeral Services Co., Ltd.
(17.71%)
1. Fortune Base Development Corp. Ltd. (77.91%)
2. Henfu Development Corp. Ltd. (15.73%)
3. Chainlon alliance Co., Ltd. (1.58%)
4. Blue Star Development Corp. Ltd. (0.63%)
5. Yu-Hsi Hsiao (0.53%)
6. Kuan-Ju Wu (0.46%)
7. Hsin-Ting Wu (0.23%)
8. Tiao Hsiao (0.13%)
9. Man-Chin Kuo (0.13%)
10. Yu-Chiu Tsai (0.12%)
Fortune Base Development Corp.
Ltd. (15.22%)
1. Jihe Investment Co.., Ltd. (19.50%)
2. Blue Star Development Corp. Ltd. (19.50%)
3. Eastmond Development (11.44%)
4. Xinyi Investment Co., Ltd. (9.42%)
5. Henfu Development Corp. Ltd. (8.73%)
6. Xinyi Investment Co., Ltd. (8.53%)
7. Hanyu Investment Co., Ltd. (7.38%)
8. Xinfa Investment Co., Ltd. (5.48%)
9. Mingzhu Investment Co., Ltd. (4.53%)
10. Dream Water Cube Co., Ltd. (2.24%)
An-Duo-Li Investment Co., Ltd.
(9.61%)
1. Guoen Marketing Co., Ltd. 20.85%
2. Eastmond Development 19.47%
3. Henfu Development Corp. Ltd. 19.32%
4. Fortune Base Development Corp. Ltd. 18.58%
5. Henghui Real Estate Development Co., Ltd. 18.02%
6. Global Funeral Services Co., Ltd. 3.00%
7. Tuntex Distinct Corp. 0.64%
8. Weiyu International Investment Co., Ltd. 0.06%
9. Yuansheng Venture Capital Co., Ltd. 0.03%
10. Yu-Hao Chen 0.01%
Reiju Construction Co Ltd.
(9.27%)
1. Long Bon International Co., Ltd. 90.10%
2. Cheng-Yueh Chang 2.03%
3. Ling-Yu Yang 0.96%
4. Hanyu Investment Co., Ltd. 0.68%
5. Hsiao-Yun Chen 0.35%
6. Shui-Cheng Chang 0.32%
7. Linrong Investment Co., Ltd. 0.29%
8. Jui-Yu Hsieh 0.27%
9. Employee Welfare Committee of Reiju Construction Co Ltd. 0.26%
10. Lung-Fa Hsieh 0.25%
Jihe Investment Co.., Ltd.
(8.75%)
1. Fortune Base Development Corp. Ltd. 99.98%
2. Yueh-Hui Liang 0.01%
3. Hsiao-Hsin Ou 0.01%
Youlong Construction
Development Co., Ltd. (3.79%)
1. Fortune Base Development Corp. Ltd. 42.47%
2. Long Bon International Co., Ltd. 17.26%
3. Sung Gang Corp. Limited 13.54%
4. Global Funeral Services Co., Ltd. 13.49%
5. Chin-Chieh Li 10.73%
6. Ching-Hao Su 0.70%
7. Yuan-Hsi Chen - 0.55%
8. Ching-Chih Su 0.30%

25

9. Chi-Hsiung Li 0.12%
10. Shu-Man Liu 0.11%
Yuanfang Investment Co., Ltd.
(4.35%)
1. Chien-Ting Chiang 38%
2. Discovery Enterprise Co., Ltd. 32%
3. Sung-Hua Chiang 20%
4. Pei-Yu Chiang 5%
5. Ming-Chun Chiang5%
Sung Gang Corp. Limited
(1.73%)
1. Yuanfang Investment Co., Ltd. 21.00%
2. Lai-Chun Tsao 20.20%
3. Yu-Fen Lin 15.83%
4. Hsiao-Ming Chang 14.61%
5. Jih-Chang Yeh 4.12%
6. Tsung-Yao Chang 1.61%
7. Chia-Lung Liang 0.89%
8. Yulong Construction Development Co., Ltd. 0.70%
9. Wei-Hsiu Tang 0.48%
10. Xin Li 0.44%

Note 1: Directors and supervisors who are representatives of corporate shareholders should fill in the name of the corporate shareholder.

Note 2: Fill in the name of the major shareholder of the corporate shareholder (where its shareholding ratio accounts for the top ten) and its shareholding ratio. If the main shareholder is a juristic person, the Table 2 below should be filled in. Note 3: If the corporate shareholder is not a company organizer, the name of the shareholder and shareholding ratio that should be disclosed shall be the name of the investor or donor (for information, please refer to Judicial Yuan announcements), and the ratio of capital contribution or contribution. Note "Deceased".

26

4. Disclosure of information on professional qualifications of directors and independence of independent directors

4. Disclosure of information on professional qualifications of directors and independence of independent directors 4. Disclosure of information on professional qualifications of directors and independence of independent directors 4. Disclosure of information on professional qualifications of directors and independence of independent directors 4. Disclosure of information on professional qualifications of directors and independence of independent directors 4. Disclosure of information on professional qualifications of directors and independence of independent directors
May2,2023
Condition
Name
Professional Qualifications and Experience State of Independence Number of independent
directors concurrently
serving in other public
offering companies
Director Ching-
Chao
Chan
With his practical experience in strategic management and leadership 1. No relationship with other directors falling within a
spousal relationship or second degree of kinship.
2. Is not the same person or spouse as the Chairman,
General Manager, or someone with an equivalent
position of the company or institution as a director,
supervisor, or employee of another company or
institution.
None
competence in the food industry, Mr. Ching-Chao Chan has
accumulated extensive knowledge, capabilities, education and
management necessary to carry out his duties. He also serves as a
director in a company in the relevant industry to contribute his
corporate governance management expertise. He has practical
capabilities in accounting, business, marketing and industry-related
business planning, management and administration competence. Not
exhibiting any of the circumstances specified under Article 30 of the
CompanyAct.
Director No-Hua
Chen
Ms. No-Hua Chen is qualified as a lawyer in Taiwan and satisfies one 1. No relationship with other directors falling within a
spousal relationship or second degree of kinship.
2. Is not the same person or spouse as the Chairman,
General Manager, or someone with an equivalent
position of the company or institution as a director,
supervisor, or employee of another company or
institution.
None
of the professional qualification requirements specified in Paragraph 2,
Article 14-2 of the Securities and Exchange Act. She has many years of
practicing experience in a law firm. She was a researcher at the Law
School, University of Tokyo, Japan, a former member of the Personnel
Review Committee, Judicial Yuan, and former Chief Judge of the
Criminal Division, Taipei District Court. She is currently the Chief
Attorney-at-Law of Cheng Che Law Offices. Not exhibiting any of the
circumstances specified under Article 30 of the CompanyAct.
Director Hao-Jun
Chan
With his practical experience in strategic management and leadership 1. No relationship with other directors falling within a
spousal relationship or second degree of kinship.
2. Is not the same person or spouse as the Chairman,
General Manager, or someone with an equivalent
position of the company or institution as a director,
supervisor, or employee of another company or
institution.
None
competence in the food industry, Mr. Hao-Jun Chan has accumulated
extensive knowledge, capabilities, education and management
necessary to carry out his duties. He has practical capabilities in
accounting, business, marketing and industry-related business planning,
management and administration competence. Not exhibiting any of the
circumstances specified under Article 30 of the Company Act.

27

Director Wei-Lung
Liu
With his practical experience in strategic management and leadership
competence in the food industry, Mr. Wei-Lung Liu has accumulated
extensive knowledge, capabilities, education and management
necessary to carry out his duties. He is a manager with accounting,
business, marketing and industry-related business planning,
management and administration competence. Current Chairman at
Long Bon International Co., Ltd. Not exhibiting any of the
circumstances specified under Article 30 of the Company Act.
1. The person, their spouses or minor children do not
hold any shares of the company.
2. No relationship with other directors falling within a
spousal relationship or second degree of kinship.
3. Is not the same person or spouse as the Chairman,
General Manager, or someone with an equivalent
position of the company or institution as a director,
supervisor, or employee of another company or
institution.
None
Director Tai-Sheng
Han
With his practical experience in strategic management and leadership
competence in the electronics industry, Mr. Tai-Sheng Han has
accumulated extensive knowledge, capabilities, education and business
management experience in the electronics industry necessary to carry
out his duties. He is a manager with accounting, business, marketing
and industry-related business planning, management and administration
competence. Current Chairman of Evga Corporation. Not exhibiting
any of the circumstances specified under Article 30 of the Company
Act.
1. The person or their spouses do not hold any shares of
the company.
2. No relationship with other directors falling within a
spousal relationship or second degree of kinship.
3. Is not the same person or spouse as the Chairman,
General Manager, or someone with an equivalent
position of the company or institution as a director,
supervisor, or employee of another company or
institution.
None
Independent
Director
Min-Hsun
Chen
Ms. Min-Hsun Chen holds an MBA from Peter F Drucker School of
Management, California.
She meets one of the professional qualifications stipulated in Article
14-2, Paragraph 2 of the Securities and Exchange Act. Her financial
management professionalism comes from serving as CEO at E United
Group between September 2013 and September 2018. She also served
as Chairman of China Development Financial Holding Corporation and
Taipei Financial Center Corp. Current Chairman of Minli Investment
Co.,Ltd.
1. Her independence elements have been verified to
meet the independence requirements listed on the
“Regulations Governing Appointment of Independent
Directors and Compliance Matters for Public
Companies” promulgated by the FSC.
2. The Company's Articles of Incorporation sets forth
that directors are elected by the adoption of the
candidate nomination system. Upon nomination and
selection of the board members,the Companyhas
None

28

Independent
Director
Ming-Hui
Li
Mr. Ming-Hui Li holds a master’s degree of Stevens Institute of
Technology, Master of Business Administration
He meets one of the professional qualifications stipulated in Article 14-
2, Paragraph 2 of the Securities and Exchange Act. His financial
management professionalism comes from serving as General Manager
of Huan Nan Securities, Taiwan International Securities Co., Ltd., and
MasterLink Securities Corporation between July 2000 and December
2021. Current Chairman of MasterLink Securities Corporation.
obtained a written statement, work experience and
proof of current employment from each director for
verification.
3. The independent director, their spouse, or relative
within the second degree of kinship is not serving as a
director, supervisor or employee of the Company or
its affiliates. It has been verified that during the 2
years prior to their election and during the term of
their office, the 3 independent directors listed have
met all qualification elements listed in the
“Regulations Governing Appointment of Independent
Directors and Compliance Matters for Public
Companies” promulgated by the FSC and Article 14-2
of the Securities and Exchange Act.
4. The independent director or their spouses do not hold
anyshares of the company.
None

Note 1: For each director’s positions now held concurrently in the Company and in other companies, please refer to P.22-23 of the annual report.

29

5. Board diversity policy, specific management objectives and implementation status:

(1) Policy for diversity of Board members:

Article 20 of the Company’s “Corporate Governance Practices” stipulates: The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

  • I. Basic requirements and values: Gender, age, nationality, and culture.

  • II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

  • (I) Ability to make operational judgments.

  • (II) Ability to perform accounting and financial analysis.

  • (III) Ability to conduct management administration.

  • (IV) Ability to conduct crisis management.

  • (V) Knowledge of the industry.

  • (VI) An international market perspective.

  • (VII) Ability to lead.

  • (VIII) Ability to make policy decisions

(2) Specific management objective:

The specific management objectives for the diversity policy and achievement are as follows:

Management objectives Achievement
The seats of independent directors reached one-third of the seats
ofdirectors
Achieved
Directors who also concurrently serve as company general
directors are advised to not exceed one-third of the seats of
directors
Achieved
More than one female director Achieved
Both general directors and independent directors have served
less than3 terms
Achieved
Adequate and diverse professional knowledge and skills Achieved

(3) Implementation status:

For implementing diversity for the composition of the Board, the 22nd BOD consisted of 5 directors and 2 independent directors for a total of 7 seats (independent directors accounted for 37.5% of total board members). Among them, 5 were male, accounting for 71%, and 2 were female, accounting for 29%, directors who also concurrently serve as company general directors, accounting for 25%. The members of the Board of Directors have professional backgrounds in law, industry, finance and accounting, marketing, and technology, and have the skills in business management, leadership decision-making, operational judgment and crisis management, accounting and financial analysis, industry knowledge, and international market outlook. We demonstrate the effectiveness of diversity and complementarity in order to protect the rights and interests of shareholders and properly observe and practice corporate governance. The term of each board of directors is 3 years,

30

and a candidate nomination system is adopted.

  • (4) Succession planning for members of the Board of Directors and key management personnel: In order to establish a sound governance system, the Company implements the policy of diversity of the Board members in accordance with the "Corporate Governance Best Practice Principles" and conducts a "Board Performance Evaluation" every year. The evaluation results will be used as a reference for the nomination of directors for reappointment in the future. In terms of independence, more than half of the Company's directors are not spouses or relatives within the second degree of kinship. To ensure that employees have the necessary knowledge, skills, and competencies to perform their duties, the HR unit arranges board members and senior managers to undergo continuing education on a regular basis every year. The selection process of the Company's director candidate list complies with the qualification review and related regulations to ensure that suitable new director candidates can be effectively identified and elected when there is a vacancy in the number of directors or planning to increase the number of directors.

31

(4) The implementation status of related diversity policies is as follows:

Diversified Age Age Age Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items) Core items for diversity (top 5 items)
items
Professional Legal
affairs
Country of
Gender 41 51 61 Independent
Background Leadership International
citizenship
to

to

to
Director
(Education)
Accounting Environmental
Finance Management
decision
Industry
Crisis
market
Director's
50

60

70
protection
making
knowledge management
views
name
Ching-Chao
Chan
Republic
of China
Male Utah State
University,
Master Degree
Department of
No-Hua Chen Republic Female Law, National
of China Taipei

University
Hao-Jun
Chan
Republic
of China
Male University of
British
Columbia,
Canada,
Bachelor
Degree,
Wei-Lung Liu Republic
of China
Male College of
Law, National
Taiwan
University
Tamkang
Tai-Sheng Republic Male
University
Han of China Department of
Physics
Min-Hsun
Chen
Republic
of China
Female MBA, Drucker
School of
Management
Claremont
Graduate
University,
USA
B.S., Business
(Financial
Management),
University of
Southern
California
Stevens
Institute of
Ming-Hui Li Republic Male
Technology,
of China Master of
Business
Administration

32

(II) Information on the General Manager, Vice General Manager, associate managers, supervisors of various departments and branches

and branches and branches and branches and branches and branches
Information date: March 31,2023
Job title Country of
citizenship
Name Gender Election
(inauguration)
date
Shares held Shares held by spouse
and minor children
Shares held in the
names of others
Principal experience
(education)
(Note 1)
Other concurrent
service currently
Position in the
Company
Spouse or relatives within
the second degree of
kinship or closer acting as
managers
Remarks
(Note 2)
Shares Shareholding
ratio
Shares Shareholding
ratio
Shares Shareholding
ratio
Job
title
Name Relationship
General
Manager
Republic of
China
Cheng-Ta Tsai Male 2021/12/16 0 0 0 0 0 0 Graduate Institute of
Economics, Fu Jen Catholic
University
Golden Agri Resources
(Tianjin) Company
General Manager
None None None None None
Vice General
Manager
Republic of
China
Max Lei Male 2013/11/08 0 0.06% 0 0 0 0 Department of Finance,
National Taiwan University
General Manager of the
Taiwan Bifido
Specialassistance
Director of Taisun
Enterprise
(Zhangzhou) Foods
Co., Ltd.
None None None None
Accounting
Supervisor
Republic of
China
Kai-Tse Hsiao Male 2022/01/25 1,680 0.00% 0 0 0 0 National Sun Yat-sen
University
Department of Financial
Management
None None None None None
Audit
Supervisor
Republic of
China
Hsin-Hsiang
Hsu
Male 2023/03/31 0 0 0 0 0 0 Dayeh University
Department of Information
Management
None None None None None
Corporate Department of Statistics,
Republic of

Governance
Gu-Long Yan Male 2023/03/31 65,646 0.01% 0 0 0 0
National Cheng Kung
None None None None None
China
Manager University

Note 1: Key managers who have worked in the CPAs’ firm or affiliated companies: None.

Note 2: Mr. Wei-Chen Liu, Head of Corporate Governance, was dismissed on March 17, 2023, and Mr. Ku-Lung Yan is the new Head of Corporate Governance from March 31, 2023.

(III) If the chairman and general manager or an equivalent position is served by the same person or if they are spouses or relatives of one another: None.

33

III. Remuneration paid to directors, supervisors, general manager and vice general manager(s) in the most recent year

(I) Remuneration to directors and independent directors

Information date: December 31 2022; Unit: NTD thousand

Job title Name Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Sum of A, B, C,
and D and their
percentage in net
income after tax
(Note 10)
Sum of A, B, C,
and D and their
percentage in net
income after tax
(Note 10)
Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Sum of A, B, C,
D, E, F and G and
as percentage of
net income after
tax (Note 10)
Sum of A, B, C,
D, E, F and G and
as percentage of
net income after
tax (Note 10)
Remuneration
received from
investee
companies
outside of
subsidiaries
or from the
parent
company.
(Note11)
Remuneration (A)
(Note 2)
Pension upon
retirement (B)
Remuneration to
directors (C) (Note 3)
Business execution
expenses (D)
(Note 4)
Wages, bonuses, and
special allowances,
etc. (E) (Note 5)
Pension upon
retirement (F)
Employee remuneration (G) (Note 6)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
The Company Companies
included into the
financial
statements
(Note 7)
The Company Companies included into
the financial statements
(Note 7)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Chairman Jing Xun Investment
Industrial Corporation
Limited
0 0 0 0 33,772 33,772 0 0 33,772
0.57%
33,772
0.57%
0 0 0 0 0 0 0 0 33,772
0.57%
33,772
0.57%
None
Representative: Ching-
Chao Chan
0 0 0 0 0 0 600 624 600
0.01%
624
0.01%
8,837 12,121 0 0 10,000 0 12,000 0 19,437
0.33%
22,745
0.38%
None
Vice
chairman
Shen Yang Investment
Corporation Limited
0 0 0 0 98,684 98,684 1,753 1,801 100,437
1.697%
100,485
1.698%
11,551 15,654 0 0 9,000 0 8,000 0 120,988
2.04%

125,139
2.11%
None
Representative: Yi-Houg
Chan
Director Hongqiang Co., Ltd.
Representative: Hao-Jun
Chan
Director Huang-Qiao-Lin Business
Co.,Ltd.
Representative: Chang-
ChungYin
Director Long Bon International
Industrial Co., Ltd.
0 0 0 0 33,772 33,772 0 0 33,772
0,57%
33,772
0.57%
0 0 0 0 0 0 0 0 33,772
0,57%
33,772
0.57%
None
Representative: Wei-Lung
Liu
0 0 0 0 0 0 600 600 600
0.01%
600
0.01%
0 0 0 0 0 0 0 0 600
0.01%
600
0.01%
None
Director Long Bon International
Industrial Co., Ltd.
0 0 0 0 33,772 33,772 0 0 33,772
0,57%
33,772
0.57%
0 0 0 0 0 0 0 0 33,772
0,57%
33,772
0.57%
None
Representative: Tai-Sheng
Han
0 0 0 0 0 0 600 600 600
0.01%
600
0.01%
0 0 0 0 0 0 0 0 600
0.01%
600
0.01%
None

34

Job title Name Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Directors' remuneration Sum of A, B, C,
and D and their
percentage in net
income after tax
(Note 10)
Sum of A, B, C,
and D and their
percentage in net
income after tax
(Note 10)
Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Remuneration from concurrently serving as employee Sum of A, B, C,
D, E, F and G
and as
percentage of
net income after
tax (Note 10)
Sum of A, B, C,
D, E, F and G
and as
percentage of
net income after
tax (Note 10)
Remuneration
received from
investee
companies
outside of
subsidiaries or
from the parent
company.
(Note11)
Remuneration (A)
(Note 2)
Pension upon
retirement (B)
Remuneration to
directors (C)
(Note 3)
Business execution
expenses (D)
(Note 4)
Wages, bonuses, and
special allowances,
etc. (E) (Note 5)
Pension upon
retirement (F)
Employee remuneration (G) (Note 6)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies included into the
financial statements (Note 7)
The Company Companies
included into the
financial statements
(Note 7)
The Company Companies included into the
financial statements (Note 7)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Independent
Director
Min-Hsun Chen 3,542 3,542 0 0 0 0 325 325 3,867
0.07
%
3,867
0.07
%
0 0 0 0 0 0 0 0 3,867
0.07
%

3,867
0.07
%
None
Independent
Director
Ming-Hui Li
Independent
Director
Ying-Ta Tu
  1. Please state the policies, systems, standards, and structure of independent directors’ remuneration, and, according to the responsibilities, risks, time invested and other factors, describe the relevance to the remuneration amount: The remuneration to the Company’s independent directors is reviewed and recommended by the Compensation Committee. It then is submitted to the Board of Directors for resolution. The independent directors only receive monthly fixed remuneration and traveling expenses for attending meetings. The independent directors do not participate in the remuneration distribution of the Company's profits.

  2. Except as disclosed in the above table, the remuneration for the services provided for all companies in the financial report by the directors of the Company in the most recent year (such as consultants who are not employees to an investment business): None.

  3. Director Huang-Qiao-Lin Enterprise Co., Ltd. and representative Yin Chang-Chung was resignation on 2022/12/02

35

(1-1) Director's remuneration scale

Remuneration to each director of
the Company
Director's name Director's name Director's name Director's name
The sum total of the above four items (A+B+C+D) The sum total of the above seven items (A+B+C+D+E+F+G)
The Company
(Note 8)
All companies in the financial
reports(Note 9)H
The Company
(Note 8)
All companies in the financial
reports(Note 9)I
Below NTD 1,000,000 Chan Ching-Chao
(representative of Jing Xun
Investment Industrial
Corporation Limited), Chan
Hao-Jun(representative of
Hongqiang Co., Ltd.) , Huang-
Qiao-Lin Co., Ltd., Yin
ChangChung (representative
of Huang-Qiao-Lin Co., Ltd.),
Long Bon International
Industrial Co., Ltd., Liu Wei-
Lung (representative of Long
Bon International Industrial
Co., Ltd.), Han Tai-Sheng
(representative of Long Bon
International Industrial Co.,
Ltd.) Chan Yi-Houg
(Representative of Shen Yang
Investment Corporation
Limited)
Chan Ching-Chao
(representative of Jing Xun
Investment Industrial
Corporation Limited), Chan
Hao-Jun(representative of
Hongqiang Co., Ltd.) , Huang-
Qiao-Lin Co., Ltd., Yin
ChangChung (representative
of Huang-Qiao-Lin Co., Ltd.),
Long Bon International
Industrial Co., Ltd., Liu Wei-
Lung (representative of Long
Bon International Industrial
Co., Ltd.), Han Tai-Sheng
(representative of Long Bon
International Industrial Co.,
Ltd.) Chan Yi-Houg
(Representative of Shen Yang
Investment Corporation
Limited)
Yin ChangChung
(representative of Huang-
Qiao-Lin Co., Ltd.) ),
Liu Wei-Lung (representative
of Long Bon International
Industrial Co., Ltd.), Han Tai-
Sheng (representative of Long
Bon International Industrial
Co., Ltd.)
Yin ChangChung
(representative of Huang-
Qiao-Lin Co., Ltd.) ),
Liu Wei-Lung (representative
of Long Bon International
Industrial Co., Ltd.), Han Tai-
Sheng (representative of Long
Bon International Industrial
Co., Ltd.)
NTD 1,000,000 (inclusive) to NTD
2,000,000 (exclusive)
Chen Min-Hsun, Li Ming-Hui,
Tu YingTa-
Chen Min-Hsun, Li Ming-Hui,
Tu YingTa-
Chen Min-Hsun, Li Ming-Hui,
Tu YingTa-
Chen Min-Hsun, Li Ming-Hui,
Tu YingTa-
NTD 2,000,000 (inclusive) to NTD
3,500,000 (exclusive)
-- --
NTD 3,500,000 (inclusive) to NTD
5,000,000(exclusive)
NTD 5,000,000 (inclusive) to NTD
10,000,000 (exclusive)
NTD 10,000,000 (inclusive) to
NTD 15,000,000 (exclusive)
Chan Yi-Houg (Representative
of Shen Yang Investment
Corporation Limited)
Chan Hao-Jun(representative
of Hongqiang Co., Ltd.)-
Chan Yi-Houg (Representative
of Shen Yang Investment
Corporation Limited)
Chan Hao-Jun(representative
of Hongqiang Co., Ltd.)-
NTD 15,000,000 (inclusive) to
NTD 30,000,000 (exclusive)
Chan Ching-Chao
(representative of Jing Xun
Investment Industrial
Corporation Limited)-
Chan Ching-Chao
(representative of Jing Xun
Investment Industrial
Corporation Limited)-
NTD 30,000,000 (inclusive) to
NTD 50,000,000 (exclusive)
-Huang-Qiao-Lin Co.,
Ltd. ,Jing Xun Investment
Industrial Corporation
Limited, Shen Yang
Investment Corporation
Limited, Hongqiang Co., Ltd.
--Huang-Qiao-Lin Co.,
Ltd. ,Jing Xun Investment
Industrial Corporation
Limited, Shen Yang
Investment Corporation
Limited, Hongqiang Co., Ltd.
-Huang-Qiao-Lin Co.,
Ltd. ,Jing Xun Investment
Industrial Corporation
Limited, Shen Yang
Investment Corporation
Limited, Hongqiang Co., Ltd.
--Huang-Qiao-Lin Co.,
Ltd. ,Jing Xun Investment
Industrial Corporation
Limited, Shen Yang
Investment Corporation
Limited, Hongqiang Co., Ltd.
NTD 50,000,000 (inclusive) to
NTD 100,000,000 (exclusive)
Long Bon International
Industrial Co., Ltd.-
Long Bon International
Industrial Co., Ltd.-
Long Bon International
Industrial Co., Ltd.-
Long Bon International
Industrial Co., Ltd.-
NTD 100,000,000 and higher - - - -
Total 19 19 19 19
  • Note 1: The names of directors should be listed separately (corporate shareholder names and representatives should be listed separately). The ordinary directors and independent directors are to be listed separately, and the payment amounts are to be disclosed in a summary manner. If a director is concurrently the general manager or vice general manager, fill in this form and the following table (3-1), or the following table (3-2-1) and (3-2-2).

  • Note 2: Refers to the remuneration of directors in the most recent year (including directors’ salary, job bonus, severance payment, various bonuses, incentives, etc.).

  • Note 3: This is the amount of directors' remuneration approved by the Board of Directors in the most recent year.

  • Note 4: Refers to a director’s relevant business execution expenses in the most recent year (including carriage fees, special expenses, various allowances, dormitories, car allocation, etc.). When providing housing, cars and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or fair market price rent, fuel and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the Company to the driver, but it will not be included in the remuneration. The Company provided Chan ChingChao and Chan Yi-Houg with car, and the related costs totaled NTD 1,821 thousand

  • Note 5: Refers to the salary received by concurrent directors (including concurrent general manager, vice general manager, other managers and employees) in the most recent year, including salary, job bonus, severance payment, various awards, incentive payments, transportation fees, special expenses, various allowances, dormitories, car distribution, etc. are provided in kind. When providing housing, cars and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or fair market price rent, fuel and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the Company to the driver, but it will not be included in the remuneration. Also, salary expenses recognized in accordance with IFRS2 “shares-based payment”, including obtaining employee stock options, restricting employee rights, new shares, and participating in capital injection

36

subscription shares, should also be included in remuneration.

  • Note 6: Refers to those who have received employee remuneration (including stocks and cash) for concurrent directors (including concurrently serving as general manager, vice general manager, other managers and employees) in the most recent year. The amount of employee remuneration approved by the Board of Directors in the most recent year shall be disclosed. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year, and the attached table 1-3 shall be filled in.

  • Note 7: The total amount of remuneration paid to the directors of the Company by all companies (including the Company) in the consolidated report should be disclosed.

  • Note 8: The Company pays the total amount of remuneration to each director, and reveals the name of the director in the attribution level.

  • Note 9: The total amount of remuneration paid to each director of the Company by all companies (including the Company) in the consolidated report should be disclosed, and the names of the directors should be disclosed in the attribution level.

  • Note 10: Net income after tax refers to the net income after tax in the most recent year. For those who have adopted International Financial Reporting Standards, the net income after tax refers to the net income after tax of the individual or individual financial report in the most recent year.

  • Note 11: a. This column should clearly indicate the amount of relevant remuneration received by the directors of the Company from the subsidiary company or the parent company. (If there is none, please fill in “None”).

  • b. If the directors of the Company receive relevant remuneration from the out-of-subsidiary investment business or the parent company, they shall transfer the remuneration received by the Company directors to the out-of-subsidiary investment business or the parent company. Incorporate it into the I column of the remuneration grading table and change the name of the column to “Parent Company and All Reinvested Enterprises”.

  • c. Remuneration refers to the remuneration, remuneration (including remuneration of employees, directors and supervisors) and business execution expenses received by the directors of the Company as directors, supervisors or managers of non-subsidiary investment enterprises or parent company remuneration.

  • The content of the remuneration disclosed in this table is different from the income concept of the income tax law, so the purpose of this table is for information disclosure and not for taxation.

37

(II) Supervisor's remuneration: Not applicable

(III) Remuneration of the general manager and vice general managers

Information date: December 31 2022; Unit: NTD thousand

Job title Name Salary (A) (Note 2) Salary (A) (Note 2) Pension upon retirement
(B)
Pension upon retirement
(B)
Bonus and special
expense account, etc.
(C) (Note 3)
Bonus and special
expense account, etc.
(C) (Note 3)
Remuneration to employees (D) (Note 4) Remuneration to employees (D) (Note 4) Remuneration to employees (D) (Note 4) Remuneration to employees (D) (Note 4) Sum of A, B, C, and D and
their percentage in net income
aftertax(Note 8)
Sum of A, B, C, and D and
their percentage in net income
aftertax(Note 8)
Remuneration
received from
investee
companies
outside of
subsidiaries or
from the parent
company.
(Note 9)
The
Company
Companies
included
into the
financial
statements
(Note 5)
The
Company
Companies
included
into the
financial
statements
(Note 5)
The
Company
Companies
included
into the
financial
statements
(Note 5)
The Company Companies included into
the financial statements
(Note 5)
The Company Companies
included into
the financial
statements
(Note 5)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
General Manager Cheng-Ta Tsai 7,704 7,704 0 0 3,469 3,469 6,500 0 6,500 0 17,673
0.30%
17,673
0.30%
None
Vice General
Manager
Max Lei

38

(3-1) Remuneration scale for general manager and vice general manager

Remuneration levels of the general manager and vice
general managers of the company
Names of general manager and vice general managers Names of general manager and vice general managers
The Company (Note 7) All companies in the
financial report
(Note 8)E
Below NTD 1,000,000 - -
NTD 1,000,000 (inclusive) to NTD 2,000,000
(exclusive)
- -
NTD 2,000,000 (inclusive) to NTD 3,500,000
(exclusive)
- -
NTD 3,500,000 (inclusive) to NTD 5,000,000
(exclusive)
- -
NTD 5,000,000 (inclusive) to NTD 10,000,000
(exclusive)
Max Lei Max Lei
NTD 10,000,000 (inclusive) to NTD 15,000,000
(exclusive)
Cheng-Ta Tsai Cheng-Ta Tsai
NTD 15,000,000 (inclusive) to NTD 30,000,000
(exclusive)
- -
NTD 30,000,000 (inclusive) to NTD 50,000,000
(exclusive)
- -
NTD 50,000,000 (inclusive) to NTD 100,000,000
(exclusive)
- -
NTD 100,000,000 and higher - -
Total 2 2
  • Note 1: The names of the general manager and vice general managers should be listed separately, and the payment amounts should be disclosed in a summary manner. If a director is concurrently the general manager or vice general manager, please fill in this form and the above form (1-1), or (1-2-1) and (1-22).

  • Note 2: It is to fill in the salary of the general manager and vice general managers in the most recent year, post bonus, and severance payment.

  • Note 3: The amount of various bonuses, incentives, transportation fees, special expenses, various allowances, dormitories, car allocation, and other remunerations provided to the general manager and vice general managers in the most recent year are listed. When providing housing, cars and other means of transportation or exclusive personal expenses, the nature and cost of the assets provided, the actual or fair market price rent, fuel and other payments should be disclosed. In addition, if there is a driver, please note the relevant remuneration paid by the company to the driver, but it will not be included in the remuneration. Also, salary expenses recognized in accordance with IFRS2 “shares-based payment”, including obtaining employee stock options, restricting employee rights, new shares, and participating in capital injection subscription shares, should also be included in remuneration.

  • Note 4: The amount of employee remuneration (including stocks and cash) approved by the Board of Directors for distribution to the general manager and vice general managers in the most recent year. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year, and the attached table 1-3 shall be filled in. Net income after tax refers to the net income after tax in the most recent year. For those who have adopted the International Financial Reporting Standards, the net income after tax is the net income after tax of the parent company only financial reports or individual financial reports in the most recent year.

  • Note 5: The total amount of remuneration paid by all companies (including the Company) to the general manager and vice general managers of the Company in the consolidated report should be disclosed.

  • Note 6: The Company pays the total amount of remuneration to each general manager and vice general manager, and reveals the names of the general manager and vice general managers in the attribution level.

  • Note 7: The total amount of remuneration paid to each general manager and vice general manager of the Company by all companies (including the Company) in the consolidated report shall be disclosed, and the names of the general manager and vice general managers shall be disclosed in the attribution level.

  • Note 8: Net income after tax refers to the net income after tax in the most recent year. For those who have adopted the International Financial Reporting Standards, the net income after tax refers to the net income after tax of the parent company only financial reports or individual financial reports in the most recent year.

  • Note 9: a. This column should clearly state the amount of relevant remuneration received by the general manager and vice general managers of the Company from the subsidiary company or the parent company. (If there is none, please fill in “None”).

39

  • b. If the general manager and vice general managers of the Company receive relevant remuneration from the subsidiary company or the parent company, the general manager and vice general managers of the Company shall transfer the remuneration received from the subsidiary company or the parent company. Incorporate it into column E of the remuneration scale table and change the column name to “Parent Company and All Reinvested Businesses”.

  • c. Remuneration refers to the when a general manager or vice general manager of the Company serves as a director, supervisor, or manager of reinvested businesses or parent companies, etc. other than a subsidiary and in that position receives remuneration or rewards (including remuneration for employees, directors and supervisors) and payments related to business execution expenses.

  • The content of the remuneration disclosed in this table is different from the income concept of the income tax law, so the purpose of this table is for information disclosure and not for taxation.

(IV) Remuneration of the top five highest paid executives: Not applicable

(V) The name of the manager who distributes employee remuneration and the distribution status

December 31 2022 December 31 2022 December 31 2022 December 31 2022 December 31 2022 December 31 2022
Manager Job title
(Note 1)
Name
(Note 1)
Stock amount Cash amount
(NTD
thousand)
Total
(NTD
thousand)
Proportion of total
amount to net
income after tax
(%)
General
Manager
Cheng-Ta Tsai 0 6,500 6,500 0.11%
Vice General
Manager
Max Lei

Note: The distribution of compensation for managers and employees has been approved by the Compensation Committee, but has not yet been approved by the Board of Directors.

(VI) Analysis of the total remuneration paid to the directors, supervisors, general manager and vice general managers of the Company in the last two years by the Company and all companies in the consolidated financial statements as a percentage of the net income after tax of parent company only financial reports or individual financial reports; and explain the payment remuneration policies, standards and combinations, procedures for determining remuneration, and their correlation with business performance and future risks:

  • (1) The total remuneration paid to the directors, supervisors, general managers and vice general managers of the Company in the last two years accounts for the percentage of net income after tax of parent company only financial reports or individual financial reports:
Year The Company The Company All companies in the consolidated
statements
All companies in the consolidated
statements
2021 2022 2021 2022
Total remuneration NTD 61,774
thousand
NTD 243,982
thousand
NTD 69,399
thousand
NTD251,440
thousand
Percentage of net
profit after tax
10.43% 4.47% 11.73% 4.59%

Note: The 2021 parent-only net income after tax is calculated at NTD 591,827 thousand; 2022 parent-only net income after tax is calculated at NTD 5,918,495 thousand.

40

  • (2) The remuneration policies, standards and combinations, the procedures for setting remuneration, and the relevance to business performance and future risks:

  • The remuneration of the directors of the Company is drafted in accordance with Article 19-1 of the Company's Articles of Incorporation. The Chairman and directors of the Company are remunerated when performing their duties in the Company. The Board of Directors is authorized to consider the recommendations on the Company’s Compensation Committee and follow the Chairman and the extent of individual directors’ participation in the Company’s operations and the value of their contributions agreed upon according to the industry’s usual standards. In addition, if the Company has made a profit in the current year, according to the Company's Articles of Incorporation, less than 5% is allocated as directors' remuneration. The actual allocation ratio will be reviewed by the remuneration and will be submitted to the Board of Directors for a resolution. As for independent directors, their monthly fixed remuneration is determined by the Board of Directors, and they receive a fee for attending each board meeting; they do not participate in the distribution of remuneration when the Company makes a profit.

  • The remuneration to the Company's general manager, vice general manager and equivalent positions includes salary and bonus. The salary is determined based on industry standards, job title, rank, education, professional capabilities and responsibilities. The bonus is determined based on the performance evaluation of managers. The performance evaluation includes financial indicators (such as the achievement rate of the Company's revenue, profit before tax and profit after tax) as well as non-financial indicators (such as significant deficiencies in legal compliance and operational risks of their departments). The remuneration and bonus are approved in accordance with their contribution to the Company's overall operation, which are submitted to the Compensation Committee for review.

  • Employee remuneration policy, on the other hand is based on each employee’s capabilities, contribution to the Company, performance, the market value of the employee’s job position while taking into account the Company's future operational risks and business performances. There is no discrimination in the employee’s age, gender, race, religion, political preference, marital status, or union. If the Company makes a profit in the current year, no less than 2% shall be allocated as employee remuneration in accordance with the Company’s Articles of Incorporation. All employees who have served for two years can apply to join a shareholding trust. The overall remuneration to employees primarily consist of 3 components: basic fixed salary, bonus and benefits. The payment standards: basic fixed salary is determined based on the market rate of the position held by the employee; bonus is paid in connection with achievement of the employee and the Company's business performance, and annual recognition is given to the team or individuals with outstanding results; and the design of benefits for the employee to enjoy is based on the regulations of the law as well as the employee’s needs.

41

IV. Corporate governance operations

(I) Information on the operation of the Board of Directors

The Board of Directors met 11 times during 2022 and up to the date of publication of the annual report (A). The attendance of directors and supervisors is as follows:

Term Job title Name Actual
number of
seats (B)
Number of
delegates
attending
Actual
attendance rate
(%)
B/A
Remarks
22nd
term
Chairman Representative of Jing
Xun Investment Industrial
Corporation Limited:
Ching-Chao Chan
11 0 100%
Director Shen Yang Investment
Corporation Limited
Representative: Yi-Houg
Chan
8 1 88% Released on
January 17,
2023
Director Shen Yang Investment
Corporation Limited
Representative: No-Hua
Chen
3 0 100% Assumed office
on January 17,
2023
Director Hongqiang Co., Ltd.
Representative: Hao-Jun
Chan
11 0 100%
Director Huang-Qiao-Lin Business
Co., Ltd.
Representative: Chang-
ChungYin
7 0 100% Resigned on
December 2,
2022
Director Representative of Long
Bon International Co.,
Ltd.:Liu Wei-Lung
11 0 100%
Director Representative of Long
Bon International Co.,
Ltd.:Han Tai-Sheng
11 0 100%
Independent
Director
Chen Min-Hsun 11 0 100%
Independent
Director
Li Ming-Hui 11 0 100%
Independent
Director
Tu Ying-Ta 10 0 100% Resigned on
May4,2023
Other matters to be recorded:
I.
If the operation of the Board of Directors falls into one of the circumstances, the date and duration of the meeting,
details of proposals, the opinions of all independent directors and how the Company deals with such opinions:
(I)
Matters listed in Article 14-3 of the Securities and Exchange Act: The Company set up independent directors
and established an Audit Committee on April 25, 2016.
In 2022 and up until May 10, 2023, a total of 11 Board meetings were held. The resolutions are detailed on
pages 96~98 of the annual report. All independent director passed all motions without objecting to the matters
listed in Article 14-3 of the Securities and Exchange Act.
(II) In addition to the previous matters, other board meeting decisions that have been opposed or faced
reservations by independent directors and have records or written statements: None.
II. Recusal of the Directors from motions involving their private interest, specify the names of the Directors, the
content of the motions, the reason for recusal, and the participation in voting:
Please refer to Note 1 on Page 44 of this annual report.
III. TWSE / TPEx Listed Companies should disclose the evaluation cycle and period, assessment scope, method and
evaluation content of the board’s self (or peer) evaluation: Please refer to Note 2 on page 44 of the annual report.
IV. The objective for fortifying the function of the Board in the current year and the most recent year (e.g., setting up an
audit committee, improving information transparency, etc.) and the assessment of the status of implementation:
(I)
The Company established an audit committee on April 25, 2016.
(II) In 2022 and as of the printing date of the annual report, and in accordance with the Company Act, Article 14-3
of Securities and Exchange Act, Article 14-5, etc., the Company’s proposals shall be submitted to the audit
committee for approval or the resolution of the Board of Directors. After the approval of the audit committee,
it is sent to the Board of Directors for resolution and implementation.(It is not necessaryto submit the

42

  • proposal approved by the audit committee first, and then directly submit the resolution to the Board of Directors for implementation.)

  • (III) In line with the competent authority’s promotion of the new corporate governance roadmap to effectively perform the functions of the Board of Directors, the 21st and 22nd of the Company’s Board meeting held on March 8, 2021 resolved the motion for setting up a dedicated corporate governance unit and recommendations for a manager. Mr. Gu-Long Yan from Financial Division was appointed to serve as the corporate governance manager.

  • (IV) Enhance information transparency

  • Since January 1, 2021, the Company has released all material information announcements in English.

  • Since 2021, the Company uploaded its English annual financial report 16 days before the annual general meeting of shareholders.

  • Since 2021, the Company discloses its English interim financial report within 2 months after the filing of its Chinese interim financial report is due.

Note 1: Recusal of the Directors from motions involving their private interest, specify the names of the

  • Directors, the content of the motions, the reason for recusal, and the participation in voting:

  • (I) The 3rd meeting of the 22nd Board on 2022/02/25

  • Motion for the remuneration to independent directors of the 22nd Board: The Company's 3 independent directors (Min-Hsun Chen, Ming-Hui Li, Ying-Ta Tu) recused themselves from discussion and resolution of the motion due to a conflict of interest. After consulting with the directors present at the meeting by the chair, the motion was passed.

  • Motion for the remuneration members of the 5th Compensation Committee: The Company's 3 members of the Compensation Committee (Min-Hsun Chen, Ming-Hui Li, Ying-Ta Tu) recused themselves from discussion and resolution of the motion due to a conflict of interest. After consulting with the directors present at the meeting by the chair, the motion was passed.

  • Motion for the remuneration to the members of the 22nd Board: As there was a conflict of interest involved with Chairman Ching-Chao Chan, Min-Hsun Chen acted as the chair. In terms of remuneration to the directors, general directors (Ching-Chao Chan, Yi-Houg Chan, Hao-Jun Chan, Chang-Chung Yin, Wei-Lung Liu, Tai-Sheng Han) present at the meeting recused themselves from discussion and voting due to a conflict of interest. After consulting with the directors present at the meeting by the acting chair, the motion was passed.

In terms of remuneration to the chairman, after the acting chair Min-Hsun Chen consulted with directors present at the meeting (due to a conflict of interest, Ching-Chao Chan recused himself from discussion and resolution of the motion), and the motion was passed.

In terms of remuneration to the vice chairman, after the acting chair Min-Hsun Chen consulted with directors present at the meeting (due to a conflict of interest, Yi-Houg Chan recused himself from discussion and resolution of the motion), and the motion was passed.

  • (II) The 5th meeting of the 22nd Board was held on 2022/05/10; for the motion of the distribution of

  • remuneration to directors for 2021 recommended by the Compensation Committee.

  • As the remuneration to directors involved a conflict of interest, the Chairman Ching-Chao Chan recused himself and the independent director Min-Hsun Chen acted as the chair. Regarding the remuneration of directors, the ordinary directors (Ching-Chao Chan, Yi-Houg Chan, Hao-Jun Chan, Chang-Chung Yi, Wei-Lung Liu, Tai-Sheng Han) who attended this time did not participate in the discussion or vote due to their interests. After consulting with the acting chair, the motion was passed with no objection.

  • Motion recommended by the Compensation Committee for the distribution of remuneration to the appointed managers for 2021.

    • General Manager Cheng-Ta Tsai recused himself from discussion and voting due to a conflict of interest. After consulting with the Chairman, the motion was passed with no objection.
  • (III) The 22nd meeting of the 9th Board was held on 2022/12/23 for the motion of the year-end bonus to the appointed managers for 2022.

General Manager Cheng-Ta Tsai recused himself from discussion and voting due to a conflict of interest. After consulting with the Chairman, the motion was passed with no objection.

  • (IV) The 12th and 13th meeting of the 22nd Board was held on 2023/05/05; Motion for the remuneration to the members of the 22nd Board 2022: As there was a conflict of interest involved with Chairman Chan Ching-Chao, Li Ming-Hui acted as the chairman. In terms of remuneration to the directors, general directors (Chan Ching-Chao, Chan Hao-Jun, Chen No-Hua ) present at the meeting recused themselves from discussion and voting due to a conflict of interest. After consulting with the directors present at the meeting by the acting chair, the motion was passed. (Liu Wei-Lung, Han Tai-Sheng did not attend this case)

43

Note 2: The implementation of the evaluation by the Board of Directors:

Evaluati
on cycle
Evaluation
period
(Note 3)
Evaluation scope Evaluation
method
Evaluation content Evaluation result
Once a
year
2022/01/01
-
2022/12/31
1. Board of
Directors
2. Board members
3. Functional
committees
(including the
Audit
Committee and
Compensation
Committee)
Internal
self-
evaluation
(1) Board of Directors:
Participation in the
operation of the company;
Improvement of the
quality of the board of
directors' decision
making; Composition and
structure of the board of
directors; Election and
continuing education of
the directors; and Internal
control.
(2) Board members:
Alignment of the goals
and missions of the
company; Awareness of
the duties of a director;
Participation in the
operation of the company;
Management of internal
relationship and
communication; The
director's professionalism
and continuing education;
and Internal control.
(3) Functional committees:
Participation in the
operation of the company;
Awareness of the duties of
the functional committee;
Improvement of quality of
decisions made by the
functional committee;
Makeup and structure of
the functional committee;
and Internal control.
(1) Overall evaluation results:
In order to strengthen the
effectiveness of corporate
governance, all operations
are regulated in accordance
with relevant laws and
regulations. This year, the
internal self-assessment
results of the board of
directors and directors were
"in line with the standard",
and the internal self-
evaluation of the audit
committee and the
remuneration committee
was "better than the
standard", showing that the
board of directors still has
room for improvement.
(2) The organizer will seek
assistance and guidance
from external professional
institutions in accordance
with the performance
evaluation method of the
board of directors of the
company, so as to improve
the operation of the board of
directors and improve the
performance evaluation
work.
(3) The evaluation results have
been submitted to the Board
of Directors on March 31,
2023.

Note 1: The Board of Directors of the Company passed the “Board Performance Evaluation Methods” on February 27, 2020, stipulating that the Board of Directors shall perform internal evaluations at least once a year with regard to the performance evaluation of the Board of Directors, directors, audit committee and Compensation Committee. The internal performance evaluation results shall be completed before the end of the first quarter of the following year.

Note 2: The evaluation execution method and evaluation execution is the responsibility of the Agenda Working Group. Using internal questionnaires focusing on directors’ evaluation of the operation of the Board of Directors, directors’ evaluation of their own participation, the Audit Committee’s evaluation of committee operations, and the Compensation Committee’s evaluation of committee operation. The Company’s Agenda Working Group will analyze the previous measures, report the results to the Board of Directors, and propose ways to strengthen and improve the director’s suggestions.

44

(II) The annual work focus of the audit committee:

The audit committee aims to assist the Board of Directors in fulfilling its supervisory duties on the effectiveness of the internal monitoring mechanism, and is responsible for the tasks entrusted to it by the Company Act, the Securities and Exchange Act and other relevant laws and regulations, and for implementing the quality and integrity of accounting, auditing, financial reporting processes, and financial control. Since 2016, the Company’s Audit Committee is made of all three independent directors, and a committee meeting is held at least once a quarter.

1. The audit committee's powers and considerations mainly include:

  • (1) Establishing or amending the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Act.

  • (2) Evaluation of the effectiveness of the internal control system.

  • (3) In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, to stipulate or amend the procedures for acquiring or disposing of assets, engaging in derivatives transactions, making loans to others, endorsing or providing guarantees for others, and procedure for major financial operations.

  • (4) Matters involving directors' own matters of interest.

  • (5) Transactions of major assets or derivatives.

  • (6) Significant capital loans, endorsements, or guarantees.

  • (7) Raising, issuing, or private placement of equity securities.

  • (8) Appointment, dismissal, or remuneration of certified public accountants.

  • (9) Assessment of qualifications and independence of certified public accountants.

  • (9) Appointment and removal of financial, accounting, or internal audit supervisors.

  • (10) Financial reports for Q1, Q2 and Q3 and the annual financial reports signed or sealed by the Chairman, managers and Accounting Supervisor.

  • (11) Self-evaluation questionnaires for audit committee performance evaluations.

  • (12) Other important matters specified by the Company or the competent authority.

Reviews of financial reports

The Board of Directors prepared the Company's 2022 annual business report, financial statements, and earnings distribution proposals, among which the financial statements were verified by KPMG Taiwan certified public accountants, and a verification report was issued. The above-mentioned business reports, financial statements, and profit distribution proposal have been checked by the audit committee and it was found that there are no discrepancies.

Assess the effectiveness of the internal control system

The audit committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, compliance with laws and regulations). Furthermore, it reviews the Company's audit department, certified accountants, and management's regular reports and compliance with laws and regulations. The Audit Committee suggests that the Company’s risk management and internal control system are effective and that the Company has adopted necessary control mechanisms to monitor and address violations.

Appointment of a certified public accountant

The audit committee is assigned the responsibility of supervising the independence of the certified public accounting firm to ensure the fairness of the financial statements.

In order to ensure the independence of the certified public accountant firm, the Audit Committee has

45

developed an independence evaluation form in accordance with Article 47 of the Certified Public Accountant Act and Bulletin No.10 of the Code of Professional Ethics for Accountants. Regarding the independence, professionalism, and competence of accountants, it assesses whether they are related parties, or have mutual business or financial interests with the Company. Both The Audit Committee and the Board of Directors have on March 31, 2023 approved accountants Tseng, Kuo-Yang and Huang, Hsin-Ting of KPMG Taiwan as meeting the independence assessment standards and qualified to serve as accountants for the Company's financial and tax matters.

2. Information on the operations of the audit committee:

In 2022 and as of the printing date of the annual report, the audit committee met 8 times (A), and the attendance of independent directors is as follows:

as follows:
Term Job title Name Actual
attendance (B)
Number of
delegates
attending
Actual
attendance rate
(%) (B/A)
Remarks
3rd
term
Independent
Director
Min-Hsun
Chen
10 0 100%
Independent
Director
Ming-Hui Li 10 0 100%
Independent
Director
Ying-Ta Tu 9 0 100% Resigned on
May 4, 2023
Other matters to be recorded:
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 2022 and as of the publication date of the annual report, a total of 10 audit committee meetings were held.
The resolutions are detailed on page 48 of the annual report. The audit committee passed without objection
the matters listed in Article 14-5 of the Securities and Exchange Act.
(II) Further to the aforementioned matters, motions rejected by the Auditing Committee but passed by the Board
at the consent of more than two-third of the Directors: None.
II. For avoidance of conflict of interest by independent directors, the name of independent directors, details of
proposals, reasons for avoidance and voting results shall be stated: None.
III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (materiality,
means, and result of communication on the financial position and operation of the Company should be covered):
1. In accordance with the 2022 audit plan approved by the Board of Directors, the Company prepares monthly
“audit reports” and submits them to each audit committee for review, which has been completed on a monthly
basis. It also follows the Regulations Governing Establishment of Internal Control Systems by Public
Companies. After the audit report and tracking report are reviewed, they are delivered or notified to
independent directors for review, and the audit conclusions and various declaration materials are provided for
reference.
2. Each audit report must track its internal control deficiencies and the improvement of abnormal matters, and
make a quarterly tracking report and submit it to each audit committee member.
3. The head of internal audit attends meetings of the audit committee and Board of Directors on a quarterly basis
to report on the audit operations, and communicates with independent directors. The audit operations are also
reported to the Board of Directors.
4. The communication between independent directors and the head of internal audit in 2021 is summarized as
follows:
Date
Communication
meeting
Communication matters
Communicate results
2022/03/25
Audit Committee
Tracking report of the audit
results for Q4 2021
Review of the internal control
self-assessmentresults
No comments at this meeting
Reported to the board of
directors for resolution
2022/12/26
Audit Committee
2023 audit plan
No comments at this meeting
Reported to the board of
directors for resolution

46

Motion for the review of the No comments at this meeting No comments at this meeting
2023/03/31 Audit Committee Company's internal control Reported to the board of
self-evaluation results directorsfor resolution
This case was approved by
2022 Annual Investment more than half of all members
112/05/05 Audit Committee Cycle Internal Control of the Audit Committee
System Project Review Case Submit the resolution of the
board of directors
5. The Company submits the results of financial statements reviewed or audited by the CPAs to the Audit
Committee and arranges for communication between the CPAs and independent directors at least once a year.
The communication between independent directors and accountants is summarized as follows:
Date Communication matters Communicate results
2022/12/29 1. Non-assurance matters
2. Key audit items
3. Other matters
No comments at this
meeting

47

3. Important resolutions of the audit committee in 2022 and as of the printing date of the annual report:

Audit
Committee
Proposal content Resolution result The Company's
handling of the audit
committee's opinions
2022/01/25
The 2nd meeting
of the 3rd
Committee
1. Motion to report the change of head of
accounting
After consultation by the
Chairman, all members
present passed it without
objection.
Submitted to the
Company's Board of
Directors for
resolution
2022/03/25
The 3nd meeting
of the 3rd
Committee
1. Tracking report of the audit results for the
Q4 2021
2. Report of 2021 annual CPA independence
and competency evaluation
3. Motion for the review of the Company's
2021 business report and financial
statements
4. Motion for the Company's 2021 profit
distribution table
5. Motion for the review of the Company's
internal control self-evaluation results
6. Motion for the amendment to the
Company's Procedures of the Acquisition
or Disposal of Assets
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2022/05/10
The 4th meeting
of the 3rd
Committee
1. Review of the 2022 first quarter financial
statements
2. Discussion of 2022 first quarter earnings
appropriation
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2022/08/11
The 5th meeting
of the 3rd
Committee
1. Review of the 2022 second quarter
financial statements
2. Discussion of 2022 second quarter
earnings appropriation
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2022/11/10
The 6th meeting
of the 3rd
Committee
1. Review of the 2022 third quarter financial
statements
2. Discussion of 2022 third quarter earnings
appropriation
3. Passed the motion for the motion for the
Taisun Enterprise (Zhangzhou) Foods
application fund loan amount
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2022/12/02
The 7th meeting
of the 3rd
Committee
1. Review of the disposal of the Company's
investment in securities
The proposal was passed after
the chairperson consulted the
attending members, and
member Ying-Ta Tu
expressed dissenting opinion
and committee members Min-
Hsun Chen and Ming-Hui Li
agreed (provided that the
board of directors shall discuss
the authorization of resolution:
duration, quantity, and lower
limit of the transaction price
per share).
Submitted to the
Company's Board of
Directors for
resolution

48

2022/12/23
The 8th meeting
of the 3rd
Committee
1. Motion for the Company's 2023 audit
plan.
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2023/3/31
The 9th meeting
of the 3rd
Committee
1. Tracking report of the audit results for
Q4 2022
2. Approved the convener of the company's
audit committee and the chairman of the
meeting
3. Motion for the review of the Company's
2022 business report and financial
statements
4. The resolution passed the change of audit
supervisor
5. Motion for the review of the Company's
internal control self-evaluation results
6. Resolution passed the general principles
of the company's pre-approval of the
non-confirmation servicepolicy
After consulting with the
members present at the
meeting, the motion was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2023/4/20
The 10th
meeting of the
3rd Committee
1. Mention for the company's 2022
surplus distribution plan
2. Review of the equity investment cases
3. Review of the case of adding a
packaging water plant
Case 1:
This case was consulted by the
chairman, member Chen Min-
Hsun expressed objection,
member Du Ying-Ta and
member Li Ming-Hui agreed
to the case, and the case was
passed.
Case 2 and 3:
This case was approved by
independent director Li Ming-
Hui, a member of the Audit
Committee, and the case was
passed.
Submitted to the
Company's Board of
Directors for
resolution
2023/5/5
The 11th
meeting of the
3rd Committee
1. Review the financial statements for the
first quarter of 2023
2. Review the first quarter 2023 surplus
distribution plan
3. Review the 2022 investment cycle
internal control system project review
case
Case 1 and Case 2:
This case was approved by
two members of the audit
committee, and the case was
passed .
Case 3:
This case was approved by
more than half of all members
of the audit committee, and
the case waspassed.
Submitted to the
Company's Board of
Directors for
resolution

49

(III) The status of corporate governance operations and its differences with Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies with reasons

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companiesandreasons
Yes No Summary description
I.
Has the Company prepared and disclosed the Ethical
Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies in accordance with
the Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies?
On December 10, 2015, the Company formulated the
“Corporate Governance Best Practice Principles” with
reference to the “Ethical Corporate Management Best
Practice Principles for TWSE/TPEx Listed Companies”. The
formulation and amendments of the “Corporate Governance
Best Practice Principles” are approved by the Board of
Directors and the full provisions disclosed on the Company's
official website. For full text, please refer to Taisun's official
website/investor area/corporate governance/important
regulations: http://www.taisun.com.tw/investor/important-
regulations/
None
II.
The Company's shareholding structure and
shareholders' equity
(I)
Has the Company established its internal operation
procedure for responding to the suggestions, queries,
disputes, and legal actions of the shareholders in
accordance with the procedure?
(II) Has the Company kept the list of the dominant
shareholders that exercise de facto control of the
Company and the parties that exercise ultimate control
of these dominant shareholders under control?
(III)Has the Companyestablished and implemented the


(I)
The Company has established internal operating
procedures in accordance with the Code of Practice for
Corporate Governance to handle shareholder
suggestions, doubts, disputes and litigation matters, and
implemented them in accordance with the procedures.
In addition, the Company's website has also set up an
investor area and investor mailbox:
[email protected], and a dedicated person is
responsible for responding to shareholders' opinions.
(II) The Company’s stock agency keeps up to date on major
shareholders and their ultimate controllers via the
shareholder registry, and regularly reports changes in
insider ownership. In addition, we also have a unit set
up responsible for investor relations to maintain good
interactions with major shareholders.
(III)There are established methods to control the transaction
None
None
None

50

Evaluation items Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
risk management, control and prevention mechanisms
for affiliated companies?
(IV) Has the Company established internal regulations that
prohibit insiders from using unpublished information
in the market to buy and sell securities?
management, endorsement guarantees, capital loans,
etc. between the Company and its affiliated companies.
In addition, according to the “Regulations Governing
Establishment of Internal Control Systems by Public
Companies”, there is a function for “Supervision and
Management of Subsidiaries”, to implement the risk
control mechanisms for subsidiaries.
(IV) The Company has established the “Procedures for the
Prevention of Insider Trading” which are disclosed on
the company website. At least one session of education
on related laws per year is carried out on the current
directors, managers and employees. The courses we
provide cover confidentiality of material information,
and causes of insider trading, examples of transactions
and Procedures for Ethical Management and Guidelines
for Conduct.
In 2022, we provided ethical corporate management
related topics for trainings, external education and
trainings, and awareness promotion (covering “Ethical
Corporate Management Best Practice Principles” and
“Procedures for Ethical Management and Guidelines for
Conduct”), with total participation of 1,533 employees,
totaling1,533hours.
None
III. The 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?
(I)
The Company has formulated a policy for diversity of
board members and specific management objectives:
Article 20 of the Company's “Corporate Governance
Practices” clearly stipulates the diversity policy - the
composition of the Board of Directors shall take into
account the Company’s business development scale and
the shareholding situation of the major shareholders
while measuring practical needs. The consideration and
selectionofdirectorcandidates shallbe based on a
None

51

Evaluation items Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
(II) Has the Company voluntarily established other
functional committees further to the establishment of a
Compensation Committee and auditing committee?
(III) Has the company formulated the board's performance
evaluation method and evaluation method, conducted
performance evaluation annually and regularly, and
reported the results of the performance evaluation to
the board of directors, and applied it to individual
directors' remuneration and nomination renewal?

diversity guideline in measuring their professional
backgrounds, academic (work) experience and integrity
or relevant professional qualifications. At present, all
directors and independent directors of the Company are
equipped with rich academic and work experiences and
the Board is made up with diversity. There are7
directors and2independent directors in the Board who
put into play their management decision and
supervisory functions. For the implementation of
diversity of Board members, please refer to page 21 of
the annual report.
(II) Not only have we established an Compensation
Committee and Audit Committee, a ESG Sustainable
Development Committee, Human Resources Arbitration
Committee, Pension Supervisory Committee, Employee
Welfare Committee, Occupational Safety and Health
Committee, Food Safety Center, Ethical Management
Unit and Corporate Governance Unit have also been
established.
(III) In a bid to implement corporate governance and
enhance the functions of the Board of Directors, the
Company's Board of Directors approved the “Board
Performance Evaluation Methods” on February 27,
2020. The evaluation scope includes the Board of
Directors as a whole, board members, Audit Committee
and Compensation Committee. The evaluation methods
are: internal self-evaluation of the Board of Directors,
internal self-evaluation of the board members, internal
self-evaluation of the Audit Committee and internal
self-evaluation of the Compensation Committee. The
Company’s Agenda Working Group is responsible for
the execution of these evaluations at the end of the year,
and the results will be reported to the Board of
Directors. The 2022 performance evaluation results
None
None

52

Evaluation items Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
(IV) Does the Company assess the independence of CPAs
on an annual basis?
have been submitted to the Board of Directors on March
31, 2023. (Please refer to p. 44of this annual report)
(IV) With reference to Article 47 of the Certified Public
Accountant Act and the No.10 Bulletin of the Cod of
Professional Ethics for Accountants, the Company’s
Accounting Departments carries out an evaluation on
the independence of the CPAS once a year. The result
has been submitted to the Audit Committee and Board
of Directors on March 31, 2023. After evaluation, CPAs
Huang Hsin-Ting and Tseng Kuo-Yang of KMPG
proved to have met the independence criteria (Note 1)
of the Company and were considered adequate to serve
as the Company’s CPAs. KMPG has issued a letter of
declaration (Note 2).
Please refer to pages 61 - 62 of this annual report for
Note1and Note2).
None
IV. Is the TWSE / TPEx listed company equipped with
qualified and appropriate number of corporate
governance personnel, and appoint a corporate
governance director responsible for corporate
governance related matters (including but not limited
to providing information needed by directors and
supervisors to carry out business, assisting directors
and supervisors to comply with laws and regulations,
handling matters related to meetings of the Board of
Directors and shareholders' meeting in accordance
with the law, and producing minutes of board meetings
and shareholders' meetings)?
To enhance corporate governance, on March 8, 2021, the
Company's Board of Directors resolved to appoint manager
Liu Wei-Chen as the Company's Corporate Governance
Manager to protect shareholders’ rights and interests and
strengthen the functions of the Board of Directors. Manager
Liu is equipped with over 3 years’ experience serving as a
manager in public companies dealing with stock and
corporate governance affairs. (Note: Liu Liu Wei-Chen , the
director of corporate governance, was dismissed on
2023/03/17, and the new director of corporate governance,
Yan Gu- Long, took office on 2023/03/31)
Key responsibilities as a Corporate Governance Manager:
I.
Handling of matters relating to board of directors
meetings and shareholders meetings in compliance with
law;
II. Preparation of minutes of the board of directors meetings
and shareholders meetings;
III.Assistanceinonboardingand continuing educationof
None

53

Evaluation items Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
the directors;
IV. Provision of information required for performance of
duties by the directors;
V.
Assistance in the directors' compliance of law; and
VI. Other matters described or established in the articles of
incorporation or under contract.
2022 Implementation
I.
Business execution focus:
1. Assist independent and general directors to execute their
duties, provide necessary information and arrange
continuing education for directors.
(1) Provide the board members with the latest amendments to
the laws and regulations related to the Company's
business filed as well as corporate governance at the time
of appointment. These amphetamines shall be updated on
a regular basis.
(2) Review the confidentiality level of related information
and provide necessary company information to the Board
of Directors. Maintain smooth communication and
engagement with directors and business managers.
(3) According to the “Corporate Governance Practices”,
independent directors shall provide assistance in
arranging meetings with the Internal Audit Supervisor or
CPAs when necessary, in order to understand the
Company's financial operations.
(4) Assist in proposing annual education plans and arranging
courses for independent directors and general directors
according to the industrial characteristics and the
director’s education (experience) background.
2. Assist in board of directors and shareholders regarding
matters of meeting procedures and legal compliance:
(1) Report to the Board of Directors, independent directors
and the Audit Committee on the state of the Company's
corporate governance operationsand ensure whether the

54

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
shareholders’ meeting and the Board of Directors’
meeting are convened in accordance with relevant laws
and corporate governance codes.
(2) Assist and remind directors of the laws and regulations to
be complied with when carrying out business or making
formal resolutions for the board meeting, and make
suggestions when the Board of Directors are about to
make unlawful resolutions.
(3) Responsible for reviewing the release of material
information with respect to important resolutions of the
Board of Directors to ensure the legality and correctness
of the content in order to protect the equality of trading
information for investors.
3. Notify the Board of Directors of the agenda of the board
meeting 7 days in advance, convene the meeting, and
provide the meeting information. Directors must be
reminded beforehand in the event of a conflict of interest,
and the board meeting minutes must be completed within
20 days after the meeting.
4. Pre-register the date of the shareholders’ meeting, and
compiling of the meeting notice, meeting handbook and
meeting minutes within the statutory period, as well as
matters in relation to registration of changes and
amendments to articles of incorporation or the election of
directors.
II. Further education on corporate governance for Corporate
Governance Manager: Please refer to page 67 of the
annual report
V.
Has the Company established channels for the
communications with the stakeholders (including but
not limited to the shareholders, employees, customers,
and suppliers), and the section for the shareholders on
the official website of the Company to respond to all
concerns of the stakeholders on corporate social
The Company has spokespersons system, an email and
corporate social responsibility sections on the website,
employee complaint mailbox, 0800 special line, as well as
procurement, quality assurance, finance and other specialized
units and windows. We communicate with investors, banks,
employees,consumers,suppliers,distributors,banks and
None

55

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
responsibility? other stakeholders, and appropriately respond to important
corporate social responsibility issues of concern to
stakeholders (Note 3: please see pages 63~65 of the annual
report).
Stakeholder contact information and feedback:
Phone: (02) 2506 4152 Ext 9203, Ms. Liu
Fax: (02) 2506 4156; Mailbox: [email protected]
Website:https://www.taisun.com.tw/contact-staff
VI. Has the Company appointed a professional share
registration and investors service agent for handling
matters pertaining to the ShareholdersMeeting?
The Company appointed the Transfer Agency Department of
Yuanta Securities Co., Ltd. to handle the affairs of the
shareholdersmeeting.
None
VII. Information disclosure
(I)
Has the Company installed a website for the disclosure
of information on financial position and operation, as
well as corporate governance?
(II) Has the Company adopted other means for disclosure
(such as the installation of a website in the English
language, appointment of designated persons for the
collection and disclosure of information on the
Company, the implementation of ae spokesman
system, and videotaping institutional investor
conferences)?
(III) Does the Company announce and declare its annual
financial report within two months after the end of the
fiscal year, and announce and declare the first, second,
and third quarter financial reports and the monthly
operatingsituation as earlyaspossible within the


(I)
The Company has a website (URL:
http://www.taisun.com.tw) In the investor area, relevant
financial business and corporate governance
information have been disclosed in detail.
(II) Other means of information disclosure:
1. The Company's official website has added English
and Japanese web pages.
2. In addition, in accordance with the "Corporate
Governance Best Practice Principles", the Company
has set up a dedicated unit to manage the information
collection and online disclosure of information.
3. Implement the spokesperson system and appoint one
spokesperson and one acting spokesperson.
4. The institutional investor conference process is also
disclosed on the Company website:
http://www.taisun.com.tw/investor/legal-person-info/
(III) The Company regulates announcements according to
laws and directives and declares them to the competent
authority:
1. In March 2023, the Company announced its annual
financial report for 2022, which was audited by the
None
None
None

56

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
prescribed time limit? CPAs, approved by the Board of Directors and
acknowledged by the Audit Committee.
2. Within forty-five days after the close of the first,
second, and third quarters of each fiscal year, public
announcements and filing of the financial statements
shall be signed or sealed by the Chairman, managers,
and accounting officer which shall be reviewed by
the CPAs, and reported to the Board of Directors.
3. Before the tenth day of each month, announce and
report the operating conditions of the previous
month.
VIII. Does the Company have other important information
helpful for understanding of the corporate governance
operations (including but not limited to the rights and
interests of employees, employee care, investor
relations, supplier relationships, rights of
stakeholders, continuing education for directors and
supervisors, implementation of risk management
policies and risk measurement standards,
implementation of customer policies, liability
insurance for directors and supervisors taken out by
the Company, etc.)
(I)
For the corporate governance practices of the
Company, please refer to the disclosure on the
Company's official website:
https://www.taisun.com.tw/corporate/corporate-
governance-practices/
(II)
The Company prepares the ESG report on a yearly
basis. The non-financial information of the past years
will be announced in the "ESG Sustainability Report"
in the middle of the year to explain the work status.
Please refer to the official website:
https://www.taisun.com.tw/corporate/calendar- year-
report/.
(III) Employee rights and care: The Company values the
harmony between labor and management and creates a
safe and healthy work environment. Please visit:
https://www.taisun.com.tw/corporate/business-
commitment/.
Investor Relations: The Company continues to maintain
good interaction with investors. In addition to the
shareholders’ annual general meeting, we also
communicated with investors through correspondences
and visits from time to time. Furthermore, it provides
investors' feedback to the Company's senior
None

57

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
management and related units for reference for
improvement and adjustment. In the future, the
Company will continue to strengthen investor relations
and maintain good communication and exchanges with
investors.
(IV) Supplier relationships: The Company has established
“Qualified Supplier Assessment and Evaluation and
Coaching Implementation”. From purchasing to
leaving the factory, food safety is the priority
consideration, and the source of raw materials in the
supply chain is emphasized. Each raw material item
needs to be inspected again before it enters the factory
for manufacturing. Annual sampling is also carried out
each year to decide whether cooperation shall be
continued. Please visit:
https://www.taisun.com.tw/corporate/food-safety/
(V)
Stakeholder communication: Providing diversified
communication channels and information disclosure,
maintaining good dialogue and communication with
stakeholders, and collecting the issues that the
stakeholders are concerned about. Please visit:
https://www.taisun.com.tw/corporate/stakeholder/.
(VI) Implementation of customer policy: The Company has
a dedicated 0800 consumer service hotline for
customers and shops to acquire about products. By
doing this, we are able to handle complaints from
consumers and customers in a proactive approach, (all
outlets) so as to protect consumer rights.
(VII) Directors and managers' continuing education status:
The directors and managers of the Company have
relevant professional knowledge, and according to
actual needs, they can arrange courses for relevant laws
and regulations. Please refer to Note 4 on Page 66-67
of this annual report for the information on continuing

58

Evaluation items Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
education in 2022 .
(VIII) Implementation of risk management policies and risk
measurement standards: The Company’s major
proposals regarding operating policies, investments,
endorsements, capital loans, and bank financing have
been evaluated and analyzed by the responsible
departments and implemented in accordance with the
resolutions of the Board of Directors. The Audit
Division also drafted its annual audit plan based on the
risk assessment results and implemented it. We
implement internal control mechanisms and control the
implementation of various risk management measures.
(IX) The Company has purchased liability insurance for all
directors, and disclosed the information on the
corporate governance section of the Market
Observation Post System.
IX. Corrective action taken in response to the result of the Corporate Governance Evaluation conducted by the Corporate Governance Center of Taiwan Stock
Exchange Corporation, and the priority of action on issues pending for corrective action in the most recent year.
(Those who are not included in the evaluated company need not be filled in)
1. The Company will continue to improve corporate governance. In response to the lack of scores in the 2021 "Corporate Governance Evaluation" indicators, the
planningand description are as follows:
Item
Question type
Improve the status
1
Strengthen the structure and operation of the Board
of Directors
1. Promote the formulation of smart property management plans linked to operational
objectives.
2.The rest ispendingimprovement.
2
Improve information transparency
Continued research and improvement.
3
Implement corporate social responsibility
1. Obtained the ISO14064-1 greenhouse gas emission carbon inventory certification in
June 2022. It is expected to continue to improve other inventory items in the future.
2. The rest ispendingimprovement.
2. The Company's "Corporate Governance Evaluation" indicators have not been improved in 2022. Thepriorityenhancements are as follows:

59

Evaluation items Evaluation items Operating status Operating status Operating status Operating status Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Differences from Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies andreasons
Yes No Summary description
Item Question type Priorities and measures to be strengthened
1 Strengthen the structure and operation of the Board
of Directors
It is expected to promote the selection of external evaluation institutions to perform
external evaluations in the future.
2 Promote sustainable development 1. Obtained ISO14064-1 Greenhouse Gas Emission Carbon Inventory Certification in
June 2022. The next goal is to obtain GHG emission verification.
2. Compile the English version of the sustainability report every year from 2021.

60

Note 1: 2022 annual CPA independence and competency evaluation

Item Evaluation
result
Whether or not
the independence
criteria is met
1. Do accountants have direct or significant indirect financial interests in the
Company?
No Yes
2. Is there any financing or guarantee between the CPAs and the Company or the
Directors of the Company?
No Yes
3. Is there any close business relation and potential employment relation between the
CPAs and the Company?
No Yes
4. Whether accountants and their audit team members have held positions in the
Company for the current or most recent two years as directors, managers or other
positions with significant influence on the audit work.
No Yes
5. Whether the CPAs have provided non-audit services to the Company that will
directlyinfluence the audit work.
No Yes
6. Whether the CPAs have acted as intermediary of the stocks or other securities
issued bythe Company.
No Yes
7. Whether accountants have acted as defenders of the Company or settled conflicts
with other thirdparties on behalf of the Company.
No Yes
8. Whether an accountant shares kinship with the directors, managers of the
Companyor those who have significant influence on the audit case.
No Yes
9. Whether the accountant requires, has contracted, or has received any
remuneration other than those specified.
No Yes
10. The accountant has accepted the appointment of the Company as the auditing
accountant for seven consecutiveyears.
No Yes

61

Note 2: KPMG Taiwan Accounting Firm Declaration Letter

==> picture [483 x 99] intentionally omitted <==

Recipient: Taisun Enterprise Co., Ltd

Subject: It is declared that this accountant has been entrusted to perform the audit and certification work of Taisun Enterprise Co., Ltd.'s 2022 financial statements and has met the relevant independence requirements of the accountant's professional ethics

  • Explanation: The firm’s independence standards include: All members’ personal independence (financial benefits, financing guarantees, employment relationships, etc.), business relationships with customers, accountant rotation, and non-audit services and other policies and procedures. The important specifications and compliance matters are described as follows:

  • Important norms of independence

    • (1)The firm, its personnel, and other personnel subject to independence regulations (including those of allied firms) are required to maintain independence in accordance with the professional ethics of accountants

    • (2)It is forbidden for anyone to engage (directly or indirectly) in insider trading, misuse of inside information or any conduct that may cause misrepresentation in the securities or capital markets. At the same time, a statement that the firm’s staff have followed the independence policies and procedures is obtained every year.

    • (3)Regarding audit cases for the financial statements of TWSE, TPEx, and Emerging Market listed companies, if the hosting accountant, counter-signing accountant, quality control review accountant, and qualified subsidiary audit accountants have reached the time limit specified in the accountant’s professional ethics or laws, a rotation is required.

    • (4)To identify and evaluate situations that may affect independence in the services provided, take appropriate measures to eliminate the effect or reduce it to an acceptable level. If necessary, terminate the appointment of the case.

    • Supervision of independent policy compliance

    • (1)All auditors should sign a declaration of independence before and after they are assigned to participate in the case. In addition, through the online annual declaration of independence, they should again request confirmation of compliance

    • (2)Regular random checks are used to check individual members’ compliance with independence, and through the personal investment declaration system, check whether personnel at the deputy manager level and above report personal investment changes in accordance with regulations

    • (3)Supervise and spot check the accountant’s status and the appropriateness of non-audit services, including the accountant’s case certification period and preapproval of nonaudit services provided.

    • (4)In case of a violation of the independence policy, the violating members (including partners) will be referred to the Risk and Independence Committee in accordance with the independence discipline policy. Appropriate punishments and actions shall be taken according to the severity and nature of the violation.

In summary, the accountant was entrusted to perform the auditing work of Taisun Enterprise Co., Ltd.'s financial statements for 2022, and has maintained a rigorous and fair attitude and a spirit of independence. There is no violation of the provisions of the Bulletin of Professional Ethics No.10. KPMG Taiwan

Huang Hsin-Ting Accountant: Tseng Kuo-Yang

March 02, 2023

62

Note 3: Stakeholder identity, issues of concern, communication channels

Stakeholder Ranking of main
concerns
Communication method/channel Important communication notes in 2022
A. Investment lending:
Shareholders/Banking Group
1. Waste management
2. Tracking and tracing
3. Customer safety and
health
4. Financial performance
5. Corporate risk
management
•Annual Shareholders’ Meeting
•Announcements of major news
•Dedicated person to receive shareholder
email messages daily
•Contact person: 02-2506-4152 ext 9230
Director Yan, Financial Division
1. The 2022 Annual General Meeting of Shareholders
was held on May 26 to resolve the 2021 profit
distribution proposal and distribute a cash dividend
of NTD 1 per share.
2. Responded to several interviews with financial
institutions and institutional investors.
3. On December 1, the Company was invited to host
the first online investor conference.
B. Sales and purchasing:
Distributor/Customer/
Consumer
1. Customer safety and
health
2. Tracking and tracing
3. Waste management
•Business visits to various channel
vendors from time to time
•Consumer market surveys from time to
time
•Daily customer service line answering
and processing
•Online announcements of product and
company information
•Disclosure of product identification
information
•Marketing campaign contact:
02-2506-4152 ext 9201, Ms. Chan
•Customer and consumer service line:
0800-079-080
1. Arrange daily telephone greetings and in-person
visits according to the service needs of each
channel.
2. Conducted 15 market surveys, and a total of 2208
people participated in the product opinion survey.
3. In order to control the smooth recycling
mechanism, a total of 21 simulated recycling tests
were conducted, covering all product types, with
a 100% recovery rate. One raw material tracing
test was conducted to the finished product, and
six were conducted from the raw material
tracing to the finished product to ensure the
correct traceability of production history.
4. The 0800 system received feedback from
consumers, processing a total of 368 cases: 107
non-production factors, tracing the cause of 261
cases,and respondingdiligently.
C. Operations management:
Governance group/Staff
1. Labor-employment
relationship harmony
2. Diversity and equality of
employees
3. Market position
4. Financial performance
•Regular communication: Weekly
department meeting/monthly supervisor
meeting/monthly management meeting
•Set up employee complaint mailbox
•Ad hoc event handling/satisfaction
survey
•Contact person: 02-2506-4152 Ext. 9368
Manager Peng of HR Administration
Unit
1. 349 employees (216 males and 133 females)
responded to the employee satisfaction survey, and
73.83% of employees were satisfied in the survey.
2. Channels for rectification were opened up, and 0
complaints were filed.
3. The total amount of employees distributed from
earnings in 2022 was NT$ 267,000,000.
D. Process relationship:
Supplier/Foundry
1. Supplier management
2. Procurement
•Regularly visit suppliers conducting
evaluations
1. The Purchasing Department makes phone calls and
visits suppliers inperson on a dailybasis.

63

Stakeholder Ranking of main
concerns
Communication method/channel Important communication notes in 2022
management
3. Waste management
•Item by item quality inspection each time
raw materials enter the factory
•Ad hoc meetings to discuss product
quality
•Contact person: 04-874-2211 Ext. 377
Manager Lin, Quality Assurance
Department
2. In order to ensure stable supply of suppliers and that
the quality meets standards, 58 vendors were
evaluated, accounting for 21.85% of the total
purchase amount of raw materials. The acceptance
rate is 99.55%. Raw materials that have been
accepted will be screened once more prior to
production use. The material inspection pass rate is
99.82%.
3. The rate of suppliers obtaining international
certification is 56.68%.
4. "Integrity and Sustainability Commitment" was
reviewed and signed. Suppliers recall 97% of the
total annually, and there are 0 cases reported to the
ethical mailbox.
E. Community interaction:
Factory neighbors/
Public welfare or
environmental groups
1. Waste management
2. Water management
3. Customer safety and
health
•Daily dedicated line to answer
community charity needs
•Sponsor/improve public welfare needs
from time to time
•Volunteers are mobilized from time to
time to contribute to charities
•Participate in non-profit activities from
time to time
•Receive visits and engage in dialogues ad
hoc
•Contact person: 04-874-2211 Ext. 564
Mr.Yan,Public Relations Division
1. Local event sponsorship supported 14 units and 23
events.
2. More than 3,600 boxes of products were sponsored
to the Tanaka Marathon, and more than 50
volunteers were mobilized to create friendly
interactions between the locals.
3. Factory tours are temporarily suspended during the
pandemic.
4. There were no environmental complaints from
neighbors during the year.
F. Legal management:
Government/
Evaluation unit/
Experts and scholars
1. Waste management
2. Customer safety and
health
3. Tracking and tracing
•Cooperate with government agencies for
inspections from time to time
•Participate in government agency
policies or development meetings from
time to time discussion
•Contact person: 04-874-2211 Ext. 315
Manager Lin, Quality Assurance
Department
1. The factory was fined NT$510,000 for one violation
of the Air Pollution Beam Control Act.
2. 0 fines were issued.
3. To ensure product safety and uphold the expectation
of the public, a total of 637 items were detected. 21
times of water quality inspections were submitted,
including 179 oil products, 96 times of tea, 25 times
of beverages, 86 times of PET bottled beverages, 57
times of canned food, and inspection of packaged
drinking water. 17 times, and 32 times the pastry
category,and the test results were all 100%

64

Stakeholder Ranking of main
concerns
Communication method/channel Important communication notes in 2022
passable.
4. Accepted 2 mandatory audits by the government
and government-commissioned units, and the audit
results met the requirements. In order to continue to
improve and obtain food safety and quality
certification, Taisun received a total of 11 food
safety and quality audits by the third party in 2022.
When defects were found in the audit, Taisun
actively demanded improvement, and all of them
passed the audit.
G. Control of public opinion:
Media reporter/
Advertisers/
PR agency/
Netizens
1. Customer safety and
health
2. Waste management
•Release media news materials from time
to time
•Official website public response on days
that major information emerges
•Organize media briefings/meals from
time to time
•Official website, FB fan group message
interaction
•Contact person: 02-2506-4152 Ext. 9203
Ms. Liu of the Public Relations
Department
1. 17 unsolicited press releases, 2 press conferences,
and irregular networking. 2,794 news exposures
were reported by major media throughout the year.
2. Social gatherings with media reporters during the
Spring Festival and Mid-Autumn Festival, one time
each.
3. The Company keeps track of its website and updates
the information from time to time. A total of
214,829 people, of whom 93.45% are Taiwanese
netizens, are online to find out about the news about
Taisun. Product and event pages are the most
frequently viewed products.
4. The Company strengthened the management of FB
fan club, which generated 61,000 FB fans, 90 posts
during the year, reached 30,582,437 people, and
messageinteraction for 2,889,951times.
Note 1: Food safety-related figures are based on the assured figures in the 2022 Taisun ESG Sustainability Report.
Note 2: The 2022 stakeholder communication results are expected to be submitted to the Board of Directors before June 2023.

65

Note 4: Directors' continuing education in 2022:

Name Date of
education
Theme Organizer Certificate No.
Yi-Houg
Chan
2022/4/18
3 hours
Creating New Corporate Value with ESG:
Challenges, Response, and Strategies
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Kuai-Jiao
(Dong) Zi No. 6006008
2022/6/21
3 hours
How to Prevent Internal Concerns -
Enterprise Internal Investigation and Analysis
Taiwan Corporate
Governance Association
TCGA11102373
Ching-
Chao
Chan
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823001
2022/10/26
3 hours
2022 Insider Legal Compliance Seminar for
Equity Transactions
The Securities and Futures
Market Development
Foundation of the
Republic of China
Ref. (111) [Shareholdings]
Zheng-Ji-Dong-Jian-Xu-
Ren-Zi No. 00624
Hao-Jun
Chan
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823003
2022/10/17
3 hours
Explanation of the Concept of ISSB S1
Standard "General Requirements for
Disclosure of Sustainability-Relevant
Financial Information"
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Hui-Jiao-
(Gong)-Zi No. 8130032
Yin
Chang-
Chung
2022/2/18
3 hours
Unlock the key password in the financial
statements
Taiwan Corporate
Governance Association
TCGA11100196
2022/3/23
3 hours
Corporate Governance Lecture - The
Responsibilities of Enterprises and Directors
and Supervisors from the Perspective of
Securities and Exchange Act
Taiwan Academy of
Banking and Finance
Ref. (111) King-Fa-
Cheng-Zi No.
CG300130116008
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823004
2022/10/28
3 hours
Advanced Seminar on Best Practices for
Directors, Supervisors (including Independent
Directors) and Corporate Governance
Officers - Interpretation and Application of
Corporate Financial Information for Decision-
Making
The Securities and Futures
Market Development
Foundation of the
Republic of China
Ref. (111) Zheng-Ji-
Dong-Jian-Xu-Ren-Zi No.
03492
Wei-
Lung
Liu
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823005
2022/11/14
3 hours
2022 Cathay Pacific Perpetual Banking and
Climate Change Summit
Taiwan Stock Exchange No certificate No.
Tai-
Sheng
Han
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823006
2022/10/5
3 hours
The procedures and practices for the
preparation of financial statements by
enterprises themselves
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Hui-Jiao (Shu)-
Zi No. 1026013
2022/10/19
3 hours
Read the TCFD Report: Master the Key
Points of Information
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Hui-Jiao-
(Gong)-Zi No. 8132001
2022/10/26
3 hours
2022 Insider Legal Compliance Seminar for
Equity Transactions
The Securities and Futures
Market Development
Foundation of the
Republic of China
Ref. (111) [Shareholdings]
Zheng Ji Dong Jian XUR
Zi No. 00644
Ming-
Hui Li
2022/3/29
3 hours
Board of Directors and Supervisors Operation
and Corporate Governance Workshop
Taiwan Academy of
Banking and Finance
Ref. (2022) King-Fa-
Cheng-Zi No.
CG300220091003
2022/6/20
3 hours
How Independent Directors Exercise Their
Powers Appropriately from the Perspective of
Securities and Exchange Act-Audit
Committee
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Hui-Jiao-
(Gong)-Zi No. 1016016
Min-
Hsun
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823008

66

Chen 2022/10/28
3 hours
Promoting the green transition: Towards net
zero carbon emissions
Accounting Research and
Development Foundation
of the Republic of China
Ref. (111) Hui-Jiao-
(Gong) No. 8202011
Ying-Ta
Tu
2022/8/23
3 hours
Emerging Trends and Best-Practice Principles
of ESG Responsible Investment
Taiwan Independent
Director Association
TIDA111H0823009
2022/11/14
3 hours
2022 Cathay Pacific Perpetual Banking and
Climate Change Summit
Taiwan Stock Exchange No certificate No.

2022 Continuing Education and Training Records of Managers:

Name Date of education Trainingtheme Hours
Wei-Chen Liu
(Corporate
Governance
Manager)
2022/3/29 Analysis of the Latest Corporate Governance Policies and
Corporate Governance Evaluation Practices
3 hours
2022/4/12 How to effectively maintain brand value from the recent
famous trademark case
3 hours
2022/6/16 Seminar on Best Practices for Directors, Supervisors
(including independent directors) and Corporate
Governance Officers - Introduction to short-term trading
byinsiders and case studies
3 hours
2022/8/23 Emerging Trends and Best-Practice Principles of ESG
Responsible Investment
3 hours
Kai-Tse Hsiao
(Accounting
Officer)
2022/7/11~2022/07/19 Continuing Education for New Accounting Officers of
Issuers, Securities Firms, and Securities Exchanges
30 hours
Yi-Fang, Tsai
(Chief Auditor)
2022/3/30 Legal Compliance and Operational Auditing Practice
Workshop
6 hours
2022/5/17 Operational compliance of the corporate "Audit
Committee"
6 hours

Note 1: Mr. Wei-Chen Liu, Head of Corporate Governance, was released from duty on March 17, 2023, and Mr. Ku-Lung Yen, the new Head of Corporate Governance took office on March 31, 2023.

67

(IV) The Composition, Responsibilities and Operation of the Compensation Committee:

1. Information of Compensation Committee Members

Condition
Name
Identity
Condition
Name
Identity
Condition
Name
Identity
Condition
Name
Identity
Professional
Qualifications
and
Experience

State of
Independence
Number
concurrently
serving as
members of the
Compensation
Committees of
other publicly
issued companies
The 5th
Committee
Convener Independent
Director
Ming-Hui Li Note 1 Note 2 0
Committee
member
Independent
Director
Min-Hsun Chen 0
Committee
member
Independent
Director
Ying-Ta Tu 0
  • Note 1: For length of service, professional qualifications and experience of members of the 5th Compensation Committee who are independent directors, please refer to information on directors and supervisors information (I) on page 20. The section 4. Professional qualifications and independence of directors on page 28.

  • Note 2: For independence of members of the 5th Compensation Committee who are independent directors, please refer to 4. Professional qualifications and independence of directors on page 22. Therefore, taking into account the description of this section, the Company believes that the members of the Remuneration Committee are independent of the Company.

  • Note 3: 2023/5/4 member Tu Ying-Ta resigned; 2023/5/9 member Chen MinHsun dismissed

2. Information on the function of the Compensation Committee

  • (1) There are 3 members in the 5th Compensation Committee. Term of office: From January 25, 2022 until the term of the Board of Directors ends - from January 1, 2022 to the publication date of the annual report, the Compensation held 7 meetings (A). The qualifications and attendance of the members are as follows:
Term Job title Name Actual
attendance
(B)
Number of
delegates
attending
Actual attendance
rate (%)
(B/A)
Remarks
The 5th
Committee
Convener Ming-Hui Li 7 0 100% 2023/5/4 member
Tu Ying-Ta
resigned; 2023/5/9
member Chen
MinHsun
dismissed
Committee
member
Min-Hsun
Chen
7 0 100%
Committee
member
Ying-Ta Tu 7 0 100%
Other matters to be recorded:
I. If the Board of Directors disapproves or amends the recommendations from the Compensation
Committee, it shall state the date and duration of the meeting of the Board of Directors, details of
proposals, the results of the resolutions of the Board of Directors and how the Company deals with the
opinions of the Compensation Committee (if the salary and remuneration approved by the Board of
Directors are higher than such amount recommended by the Compensation Committee, the Board of
Directors shall state the difference and the reasons): There is no such situation; please refer to page 70 of
the annual report.
II. If a specific member of the Compensation Committee has adverse or qualified opinions on the
resolutions of the Compensation Committee on record or in written declaration, specify the meeting date,
the session, the content of the motion, the opinions of all members, and the response to the opinions of
the members: None.

68

3. Compensation Committee's powers:

  • (1) The functions of the Company’s Compensation Committee are based on the attention of good managers, evaluating the remuneration policies and systems of directors, independent directors and managers of the Company, and meeting at least twice a year. Furthermore, it may hold meetings at any time as needed to make recommendations to the Board of Directors for its decision-making reference.

  • (2) The powers of the Company's Compensation Committee

  • A. Periodically review the Compensation Committee Charter and propose amendments.

  • B. Formulate and regularly review the Company's directors, independent directors and managers' annual and long-term performance targets and remuneration policies, systems, standards, and structures.

  • C. Regularly evaluate the achievement of the performance targets of the directors, independent directors, and managers of the Company, and evaluate and set the content and amounts of their individual salaries.

  • (3) When performing the official powers, the Compensation Committee shall follow the principles listed below:

  • A. Ensuring that the remuneration arrangements of the Company comply with applicable laws and regulations and are sufficient to recruit outstanding talent.

  • B. The performance evaluation and remuneration of directors, independent directors and managers should refer to the usual level of payment in the industry. It also considers the time invested by the individual, the responsibilities assumed by the individual, the status of achieving personal goals, the performance of other positions, and the salary remuneration given by the Company to those in the same position in recent years. It also evaluates the rationality of the relationship between individual performance and the Company’s operating performance and future risks through the achievement of the Company’s short-term and long-term business goals and the Company’s financial status.

  • C. Directors and managers should not be guided to engage in behaviors that exceed the Company's risk appetite in pursuit of remuneration.

  • D. The ratio of dividends to the short-term performance of directors and managers and the payment time of part of the variable salary shall be determined in consideration of the characteristics of the industry and the nature of the Company's business.

  • E. Members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.

The salary and remuneration mentioned in the preceding two paragraphs include cash remuneration, stock options, dividends, retirement benefits or severance payments, various allowances and other measures with substantial incentives. Its scope should be consistent with the remuneration of directors, independent directors and managers in the Regulations Governing Information to be Published in Annual Reports of Public Companies. If the remuneration of directors and managers of a subsidiary of the Company is subject to the approval of the Company’s Board of Directors according to the subsidiary’s hierarchical responsibility, the Board of Directors shall make recommendations before submitting it to the board for discussion.

69

4. The Compensation Committee discusses the subject and resolution results and the Company's handling of members’ opinions:

Compensation
Committee
Proposal content Compensation
Committee resolution
results
The Company's handling of
the opinions of the
Compensation Committee
2022/1/25
1st meeting of the
5th Committee
(unscheduled
meeting)
Motion to appoint the convener for
the 5th term of the Compensation
Committee
All members present
agreed to pass
None
2022/2/15
2nd meeting of the
5th Committee
1. Motion for recommendations on
remuneration of the 22nd Board
of Directors (including general
directors, chairman and vice
chairman)
2. Motion for recommendations on
remuneration of the general
manager
3. Motion for recommendations on
the total remuneration to
directors and distribution ratio
for 2021
All members present
agreed to pass
Passed in accordance with the
resolution of the Compensation
Committee and submitted to the
Board of Directors for resolution
1. 2021 Annual Director All members present
agreed to pass
Passed in accordance with the
resolution of the Compensation
Committee and submitted to the
Board of Directors for resolution
Remuneration Proposa
2022/4/26
Proposal on distribution of
3rd meeting of the
remuneration to appointed

5th Committee

managers in 2021.

2. Suggestions on remuneration

to Vice General Manager.

1. Motion for year-end bonus for
All members present
agreed to pass
Passed in accordance with the
resolution of the Compensation
Committee and submitted to the
Board of Directors for resolution
2022/12/19

2022
4th meeting of the
2. Proposal for performance bonus

5th Committee

to General Manager
All members present
1 vote for 2 votes
against
Members Du Ying-Ta and Chen
Min-Hsun expressed their
objections.Reasons for opposition:
The original proposal issued 1% of
directors' remuneration, but the
company's operating conditions
were not good last year, and the
increase in EPS was due to the
disposal of Family Mart (shares), so
it is opposed to this case.After
discussion by all members present,
it was unanimously agreed to put
forward 4 proposals and submit
them to the board of directors for
approval.l
2023/03/14
1. Proposal for 2022 Director
5th meeting of the

Remuneration

5th Committee

All members present
Chen Min-Hsun minxun expressed
her objection.
Reasons for opposition: The
original proposal to issue 3% of
directors' remuneration, which is
too high, is opposed to this case.
After discussion by all members
present, it was unanimously agreed
to put forward 2 proposals and
submit them to the board of
directors for approval.
2022/03/31
1. Proposal for Total 2022 Director
6th meeting of the

Remuneration Distribution

5th Committee
1. Proposal for 2022 Director All members present
Discussion item 1, 2, 2
votes in favor and 1 vote
against;Discussion items
3 and 4 are agreed by all
members



Chen Min-Hsun minxun expressed
her objection.Discussion items 1
and 2 were consulted by the
chairman of all the attending
committee members. The original
proposal was voted in favor of 2
and 1 against. The proposal of the
management unit was approved and
submitted to the board of directors
for approval.

Remuneration
2. Proposal for 2022 Appointed

Manager Employee
2022/04/20

Compensation
7th meeting of the

3. Proposal for Audit Supervisor

5th Committee

Remuneration
4. Proposal for Corporate

Governance Executive
Compensation

5. Information on members of the Nomination Committee and state of its operations: Not applicable

70

(V) Promotion of sustainable development and Deviation from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof

Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
Development Best Practice
Principles for TWSE/TPEx
Listed Companies and reasons
Yes No Summary 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?
1. The original CSR Committee of the Company began to discuss the
reorganization in July 2021 and was officially renamed the "ESG
Sustainability Committee" in March 2022. The working team is
composed of representatives from different departments and part-
time. The company chairman serves as the committee chairman
and is responsible for each business department manager is a
committee member and regular quarterly meetings are to be held.
2. The ESG Sustainability Committee has four main responsibilities:
Corporate governance, health and safety (food), corporate
commitment, and environmental sustainability. In 2022, two
supervisory meetings were held on April 20 and September 6. In
addition to the issues of concern to stakeholders, the Company
instructed the task force to supervise the following tasks:
(1) Environmental sustainability: Improvement of energy
conservation (boiler improvement project, solar energy project
evaluation), water resource improvement (Babo Line water
recycling project), and improvement of ranch waste
(wastewater irrigation project). All of the above have entered
the stage of evaluation and negotiation with the vendor, and
the improvement of the ranch wastewater irrigation project has
been completed.
(2) Health and safety (Food Safety Group): Research and
development of ESG concept products, and the experiment is
in the R&D stage.
(3) Corporate commitment: Support employees in going to local
areas to promote food knowledge and awareness, enhance
food safety awareness, provide long-distance services in
remote areas, and strengthen regional and campus activities to
promote. Since its inception in August, by the end of the year,
9 remote food awareness sessions have been conducted to 181
people.
None

71

Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
Development Best Practice
Principles for TWSE/TPEx
Listed Companiesandreasons
Yes No Summary description
3. The ESG Committee reported to the Board of Directors twice in
2022, including the identification of stakeholders and the carbon
inventory planandresults.
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?
The Company discloses work matters based on the key stakeholder
issues and important issues of the company's development. In 2022, a
total of 16 ESG office meetings were held. The risk assessment
boundary is principally the Company. Report is conducted based on
the correlation to the principal operation and the level of impact to the
materiality topics to lower operation risk on related topics. In 2022,
we established the following risk management policies or strategies:
1. Refinement of management indicators: The ESG Office is required
to provide counseling and employee training according to the
requirements of TCFD, SASB and the new version of GRI, in
order to meet the global indicators and the expectations of the
competent authority for the report.
2. Carbon pricing and carbon tax: The Company conducts a
comprehensive inventory of carbon indicators to ascertain the
possible carbon fees that may be incurred in the future.
3. Rising water, electricity, and oil prices: Due to the fact that energy
prices may affect operating costs, and the issue of groundwater
pricing, it is necessary to take inventory of old equipment, water-
saving solutions, and alternatives to oilseeds to achieve a balance
between production efficiency and energy.
4. Improvement of product packaging materials: In response to the
world's use of plastics and environmental protection issues, the
development of recycled packaging materials and sustainable
packaging that are more in line with the trend, and strengthening
of product life cycle awareness and environmental impact
assessment.
5. Promotion of consumer awareness: Educate the general public
about food knowledge, certification priorities, food sanitation
regulations, and clarification of rumors.
6. Training mission in Taiwan: Support the development of food
safety related talents in Taiwan, and develop MA within the
company.
None

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Listed Companiesandreasons
Yes No Summary description
(Please refer topage83of this annual report)
III. Environmental issues
(I)
Has the Company established a suitable
environmental management system based on its
industrial characteristics?
The Company's Sustainability Committee is the highest body for
climate change management. The Chairman serves as the chair and
instructs the ESG Office to handle related sustainability project
management. At present, the environmental aspect is still managed in
accordance with the Environmental Protection Administration of the
Executive Yuan and food safety-related management regulations.
Currently, the relevant internal management regulations are:
"Production Headquarters Safety and Health Committee Charter",
"Facility and Environmental Planning Management Procedures",
"Water Treatment Area Environmental Cleaning Operating
Standards", "5S Environmental Audit and Assessment Operating
Standards".
None
(II) Is the Company committed to improving the
efficiency of energy use and using recycled
materials with low impact on the environment?
We began to use biomass boilers since 2014 aiming to reduce the
consumption of oil boilers. Wood pellets generated from biomass
boilers are used as a source of heat energy, reducing the number of
slag and ash transportation. At present, bio-energy boilers are also
facing steam performance issues after years of use. In 2022, we have
launched a boiler replacement evaluation project that includes the
replacement of new biomass boilers, bio-fuel evaluation, and various
possibilities of natural gas replacement in the hope of using cleaner
energy to perform production tasks and reduce air pollution-related
hazards.
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?
The Company's Sustainability Committee is the highest body for
climate change management. The Chairman serves as the chair and
instructs the ESG Office to handle related sustainability project
management. At the end of 2022, we have formally invited
consultants to assist in the development of TCFD related assessments.
We have not yet clearly announced the climate change strategy and
goals, and still improve on-site energy equipment. After assessing the
relevant indicators such as risks and opportunities, the company will
report to the Board of Directors, and announce it in the sustainability
report, andreport the specific action measures andresults.
None
(IV) Does the Company count greenhouse gas
emissions, waterconsumption andthe volume
1. In an effort to implement ESG governance and strive for
sustainable development,the Company’s GHG emissions, water
None

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Listed Companiesandreasons
Yes No Summary description
of total waste in the past two years, and
formulate policies for greenhouse gas
reduction, water management or other waste
management?
consumption and total weight of waste and related reduction
policies and statistics are as follows:
(1) GHG missions:
The Company started the greenhouse gas emission inventory
on 2021/8/18, and obtained the GHG emission verification
(ISO 14064-1) on 2022/6/10.
(2) Water consumption:
The food factory's total water consumption in 2022 increased
by 26,743 tons, or 4.4%, from 2021, and unit water
consumption increased by 0.001 ton/container, or 1.0%, from
the previous year. Based on 0.082 tonnes/container of water
used in 2020, our unit water consumption has been reduced by
more than 10% from the target of 0.074 tonnes/container of
water used in 2025.
Year
2021
2022
Increase/decrease
Total water
consumption (tonnes)
608,436
635,179
26,743
4.4%
Total production
volume (cases)
7,852,238
8,117,639
265,401
3.4%
Water consumption per
case (metric tons/case)
0.077
0.078
0.001
1.0%
(3) Power consumption:
The food factory reduced energy consumption per unit of
electricity in 2022 by 0.04 kWh/box compared to 2021, or
3.1%. Based on the 1.27 kWh/box of 2020, the target for 2025
will be 1.12 kWh/box and below, the decrease was over 12%.
Year
2021
2022
Increase/decrease
Electricity consumption
(kWh)
9,248,200
9,265,800
17,600
0.2%
Total production volume
(cases)
7,852,238
8,117,639
265,401
3.4%
Electricity consumption
per container
(kWh/case)
1.18
1.14
-0.04
-3.1%
(4) Waste:
The food factories produced 22 tonnes of non-resource waste
(living waste)in 2022, 7 tonnesless thanthe previous year.

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Promotion item Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
2.


The waste recycling rate is 96.5% in 2020 as the base point,
the goal for the 2025 waste recycling rate is over 98%, and the
2022 waste recycling rate has reached 98.4%.
Year
2021
2022
Increase/
decrease
Non-recyclable
waste (tonnes)
29
2.1%
22
1.6%
-7
-0.5%
Recyclable resources
(tonnes)
1,355
97.9%
1,345
98.4%
-10
0.5%
Total(tons)
1,384
100.0%
1,367
100.0%
-17
Measures to achieve the goal:
(1) Reduction of water consumed by production:
We achieve water consumed by production through RO
backwash recycling, second-stage cooling water recycling on
production lines, and installation of cooling water recycling
system on new production lines.
(2) Reduction of power consumed by production:
We achieve the goal of gradual reduction of power
consumption through replacing old equipment and improving
process efficiency.
(3) Improvement of utilization of waste recycling:
We reduce our garbage amount and improve the utilization
rate by garbage classificationand wastereuse.
IV.
Social issues
(I)
Has the Company developed the relevant
management policies and procedures in
accordance with relevant regulations and
international human rights conventions?
The Company abides by the laws and regulations on labor rights and
gender equality in the places where it operates, supporting and
respecting internationally recognized human rights standards such as
the United Nations Universal Declaration of Human Rights, the
United Nations Global Covenant, and the International Labor
Organization-Declaration of Fundamental Principles and Rights at
Work. It has formulated the “Taisun Enterprise Co., Ltd. Declaration
on the Protection of Human Rights” to put an end to any violations
and violations of human rights, treating and respecting all employees,
contractors and temporary personnel, and interns with dignity.
Taisun's business philosophy is “pragmatic, righteous, empathetic,
and diligent”. We welcome partners who agree and support this
business philosophy to join Taisun.Therecruitment policyis based
None

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
on human rights equality. All candidates have equal opportunities
oriented to the ability of the examinee, and not to be treated
differently based on race, color, gender, religion, politics, nationality
or social origin, or physical and mental disabilities. Taisun echoes the
sustainable development goals of the United Nations:
(Health and wellbeing)
◆Implementing occupational safety and health management to
ensure a safe working environment, and promoting the physical
and mental health of employees.
◆Continuously improving hardware facility standards and safety
and health operating procedures, and actively constructing a safe
and hygienic working environment to prevent occupational
injuries and diseases, and to ensure labor safety and health.
(Educational quality)
◆Supporting employee growth and career development. Providing
training plans, training time and funding subsidies, and
encouraging employees to take the initiative to make
arrangements, keep pace with the times, improve the completeness
of their capabilities, and develop suitable talent.
(Gender equality)
◆Promoting gender equality measures to prevent gender violence.
◆Adopting the principle of equal employment and prohibiting any
form of discrimination.
(Reduce inequality)
◆Recruitment that upholds the principles of fairness, justice and
openness to recruit suitable talent, and the recruitment policy is
based on the equality of human rights. All candidates have equal
opportunities, oriented to the ability of the examinee, not to be
treated differently based on race, color, gender, religion, politics,
nationalityor social origin,orphysical and mental disabilities.
(II) Has the Company formulated and implemented
reasonable employee welfare measures
(including salary, vacation and other benefits,
etc.), and appropriately reflects business
performance or resultsinemployee
1. Employee benefits:
In order to provide diverse welfare measures and welfare
subsidies applicable to all employees, the “Taisun Enterprise Co., Ltd.
Employee Welfare Committee” and “Pin-Tai Distribution Enterprise
Co.,Ltd.Employee Welfare Committee”were establishedin
None

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
compensation? accordance with the law to handle various welfare items. In addition
to the welfare measures that comply with the law, we also have other
welfare measures going beyond the law to satisfy employees' personal
and family care. To create a happy workplace environment, the
Company allocates 0.05% of its total monthly sales to the welfare
fund. The Employee Welfare Committee also convened regular
meetings. Due to the pandemic, we were unable to organize large-
scale events in 2022. However, the Company still manages the
expenses related to scholarship for children, respect for the elderly,
three festivals, and mortgage for house purchase, and the
disbursement amounted to NT$7,793,833.
In addition to taking care of its employees, the Company has
established a leave system in place according to the law and placed
great emphasis on managing working hours. The Company also
provided subsidized lunch boxes, arranged dormitory and guesthouse
for employees, offered flexible work hours, and invited visually
impaired colleagues to work in the Company for massage services.
During this period, resources related to remote work have been
developed to protect the health of employees and allow them to work
from home with peace of mind. At the same time, the EAP employee
assistance plan is provided to help employees solve physical and
mental distress, and maternity leave, paternity leave, and related
special leave periods are provided according to laws. For employees
who retire at an advanced age, the "Pension Supervisory Committee
Charter" and "Retirement Management Regulations" have been
established, and a reappointment system has been arranged so that
employees can still enjoy a variety of lifestyle choices after
retirement.
2. Employee remuneration policy
When the overall performance is outstanding, not only
shareholders are entitled to dividends, but employees are also entitled
to mid-year dividends as a reward for their hard work in the previous
year. According to the Articles of Incorporation, employees'
remuneration shall not be less than 2%. Taisun Company has started
to distributeremunerationyear afteryearsince2018,andthetotal

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
amount remitted in 2022 is NT$26,700 million. In addition to bonuses
for immediate work results, the Bank also distributes year-end
bonuses based on performance appraisal results at the end of the year,
and organizes annual presentations to recognize high-performance
teams or individuals. There are also opportunities for promotion and
salary adjustment. In addition, employees who have served for two
years or more can apply for a shareholding trust and share business
performance.
(Pleaserefer to pp.128~132of thisannual report).
(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?
The Company provides employees with a safe and healthy working
environment, from regular employee health inspections, safety
education and publicity to safety work rules for on-site employees.
There are standards and actual implementation.
1. Prevent major occupational disasters with the occupational safety
management system
①The Occupational Safety Committee conducts occupational
safety management and holds regular meetings to investigate
and review deficiencies.
②The 6S exercise is included in the scope of performance
evaluation.
③Organize annual employee health checkup.
④Report of abnormal health management value and risk
classification
2. Prevention of the four major emerging hazards: Anthropogenic
hazard prevention surveys are conducted, and high-risk patients
are prioritized as part of the physician's on-site service. The
Company also offers a maternal health education program for
female employees.
3. Provision of occupational health services and training: Safety and
health education and promotion, contractors' work safety
promotion, occupational safety training for new recruits, and
medical and health services are held on a regular basis every year.
(Pleasereferto page132ofthis annual report)
None
(IV) Does the Company establish an effective career
development training program for employees?
The Company has established “Education and Training Measures” to
trainpractical talent for corporate development strategies(please refer
None

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Yes No Summary description
to pages129~130 of theannual report).
(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?
The Company manages customer safety and health, customer privacy,
marketing and labeling in accordance with the provision in the “Act
Governing Food Safety and Sanitation”. There is a 24-hour free
service line at 0800-079080 available for consumer complaints in
accordance with the “Administrative Measures for Consumer Service
Lines”.
In 2022, we resolved 368 cases of product condition (excluding
general product consultation services): 107 cases non-production
factors, traced the cause of 261 cases, and responded with progressive
measures.
None
(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?
The Company has established the "Supplier Establishment
Management Operating Standards Act," "Operating Standards for
Selection of Excellent Suppliers," "Operating Rules for Selection of
Qualified Suppliers," and "Operating Standards for the Assessment
and Control of Outsourcing Service Providers." Conduct reviews and
make relevant amendments where necessary. The "TaiSun Enterprise
Co., Ltd. Ethical Corporate Management Best Practice Principles" is
binding for the relationship between employees and suppliers, and
suppliers are required to sign the "Commitment to Integrity and
Sustainability Ethical Corporate Management Best Practice
Principles, Ethical Corporate Management Procedures and Code of
Conduct, Corporate Social Responsibility Best Practice Principles,
and Human Rights Protection Declaration. We hope to raise the
overall ESG awareness of suppliers and agree to abide by the
responsibility to protect the environment and society, and strengthen
suppliers' commitment to product responsibility, environmental
management, and labor conditions. The Company has also included
relevant criteria in the evaluation. The company also evaluates the
possibility of continued cooperation based on the results of the annual
supplier quality evaluation plan, and uses cooperation as the
foundation for common growth.
(1) Selection of new suppliers: The COA of raw materials must meet
the relevant specifications and the raw materials and products
mustmeet therequirements ofCNS andhealth regulations.
None

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Yes No Summary description
(2) The current evaluation requirements: Compliance with labor
standards, no child labor, whether food safety plans and
implementations are clearly defined, and whether industrial safety
and health plans and implementations are clearly defined. At the
same time, we actively counsel all suppliers to upgrade the food
safety quality management system, improve the quality system
management level, and achieve the concept of coexistence and
commoneconomic prosperity.
V.
Does the Company refer to the internationally-
prepared reporting standards or guidelines,
preparation of sustainability reports and other
reports that disclose the company's non-
financial information? Did the preliminary
report obtain the confidence or assurance
opinion of the third-party verification unit?
The Company has compiled an annual Corporate Social
Responsibility (CSR) report since 2015. The name was changed to
the "ESG Sustainability Report" in 2021 to disclose the effectiveness
of ESG implementation. The report contents are prepared in
accordance with the “Taiwan Stock Exchange Corporation Rules
Governing the Preparation and Filing of Sustainability Reports by
TWSE Listed Companies,” "Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies" and the standards set
by the Global Reporting Initiative (GRI). Furthermore, we entrust
KPMG Taiwan to carry out independent limited assurance in
accordance with Bulletin No. 1 of the Confirmation Standards issued
by the Accounting Research and Development Foundation of the
Republic of China, the “Audit or Review of Assurance Cases for
Non-historical Financial Information.” Related report information is
disclosed at,
①The Company: https://www.taisun.com.tw/corporate/calendar-
year-report/
②Public information website:
https://mops.twse.com.tw/mops/web/t100sb11
None
VI. If the Company has instituted the sustainable development best practice principles in accordance with the “Sustainable Development 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:
The Company has established the "Sustainable Development Best Practice Principles" to implement corporate governance, develop a sustainable environment,
maintain social welfare, and enhance corporate social responsibility information disclosure. There are no major differences in terms of environmental, product,
governance and social aspects. To comply with TCFD and SASB requirements, it will be disclosed in the 2022 report.
VII. Other important information to facilitate understanding of the promotion of sustainable development operations:
(I)
Environmental aspect:

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
1. Factory energy management (boiler renewal plan), water management (purified water recovery for production line cooling), and solar energy are assessed. We
will report separately after confirmation and implementation.
2. Continue to replace old equipment with new ones in all production lines to strengthen production line capacity and balance energy conservation and
performance.
3. Continue to carry out research on waste recycling to study the feasibility of turning waste into the next raw material for enterprises. We have achieved small-
scale achievements for the time being, and follow-up work can be carried out after the experimental actuarial cost is calculated.
4. Wastewater discharge quality (in compliance with government regulations): We have formulated stringent standards for the inspection of treatment functions
and discharge water concentration of each factory. In 2022, the BOD, COD and SS of wastewater discharged all met the government discharge water quality
standards.
Status of wastewater management in food factories:
Item
Nationalstandard
Year
January
April
July
October
Average
BOD (biological oxygen
demand)
<30mg/L
2021
7.5
12.4
----
12.8
10.9
2022
14.8
8.5
5.8
7.8
9.2
COD (chemical oxygen
demand)
<100mg/L
2021
22.1
50.2
----

40.0
37.4
2022
31.9
25.1
14.6
22.4
23.5
SS (suspended solids)
<30mg/L
2021
12.0
20.4
----
12.8
15.1
2022
<1.5
2.5
<1.5
2.8
2.1
According to EPA’s “COVID-19 Measures” on June 3, 2021, one quarter of testing must be cancelled between Q2 and Q3 in 2021, testing in 2021 Q3 was
confirmed to not be conducted.
(II) Building a healthy society and sustaining the value of Taisun:
1. Improvements in the use of eco-friendly packaging materials: In response to the issue of PET bottle plastics, "Cheers" introduced aluminum cans packaging in
2022 in addition to PET bottles. Aluminum cans have good gas retention, providing a win-win situation for the environment and consumers.
2. Manufacture of healthy trend products: To protect the health of the people, we are actively improving product content. Among them, "Oat Milk with Peanuts"
was launched in March 2022 and contains 3.5g less sugar per 100g of "Peanut Soup", persistent in 100% spice-free, healthy and tasty. In 2022, continued to
develop the "Nuts Effect Almond Milk" plant milk market by introducing oat milk with almond milk. The product is low-calorie, lactose-free, and cholesterol-
free. It is made with oat and barley kernel double granules to supplement the daily vitamin E requirement.
3. Promote food knowledge: Create food safety teaching materials during the pandemic. Professional knowledge of food factories is shared with rural
communities through online courses to improve food knowledge among the public.
(III) Environmental protection maintenance and investment:
1. At our food factory, palm kernel shells have been used since 2014. We have also switched to wood pellet biomass fuels made from pruned roadside branches or
recycled agricultural and forestrywaste includingdriftwood in 2018. As a means to meet higher standards of airpollution emissions,we also began to use fuel made

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
Development Best Practice
Principles for TWSE/TPEx
Listed Companiesandreasons
Yes No Summary description
from pelletized log shaving to reduce the generation of slag and dioxins in 2020. By making efforts to recycle and reuse, we at the same time reduce CO2 emissions
which is beneficial to the environment. With the use of pure wood pellets for raw materials in 2020, we further improved the combustion rate. The slag output was
significantly reduced by 65.57 tons, or 48%.
2. In order to cooperate with the government to reduce the pollution from factory boiler flues, the aquatic feed factory installed a boiler scrubber in October 2017 to
allow the emitted suspended particulates and sulfur oxides to comply with regulations. In addition, the boiler of the second plant of Taizhong Foods was also
changed to use natural gas as fuel in September 2019, and the aquatic product plant also replaced the boiler fuel in November 2019. Regular inspections were carried
out in December 2019, and the results met the new regulatory emission standards; the combustion efficiency was also increased from 83% to 91.7%. Furthermore,
through the manufacturer's assistance in monthly testing of combustion efficiency and emission gas monitoring, this will greatly reduce the pollution caused by
boiler combustion emissions. In line with the EPA’s stationary source emission standard amended on July 1, 2020, our food factory’s oil boilers also began to use
the light cracking oil of Formosa Plastics Group since March 2020. All air pollution emission tests in 2022 met the air pollution standard.
(IV) Product:
As a member of the food manufacturing industry, Taisun Enterprise strictly examines and selects raw material suppliers. In addition to being a legitimate business
operator, a supplier must also meet Taisun's production requirements and have both reasonable prices and high coordination ability. The procurement process of
raw materials must be reviewed and confirmed by relevant units such as R&D and quality assurance and grow together with suppliers through the method of
supplier evaluation. It also reassesses or cancels partnerships for abnormal suppliers and implements supplier management policies.
1. There were 58 suppliers (37 for raw materials and 21 for supplies) that had actually performed the evaluation in 2022, accounting for 21.85% of the total
purchase amount of raw materials.
2. Taisun Enterprise actively counsels suppliers to upgrade the food safety quality management system. At present, the rate of penetration rate of GFSI-approved
suppliers is 14.97%. We will continue to guide all suppliers to introduce international certification, improve the quality system management level of partners,
and achieve the concept of coexistence and common economic prosperity.
3. In 2022, there were 9 cooperating OEMs. Due to product adjustments, there was 1 fewer OEM than in 2021. Commissioned outsourced factories have obtained
100% food safety related certification. We continue to promote outsourced factories to obtain food safety quality certification.
4. An evaluation plan is drawn up every year, and on-site inspection at the outsourced factory is used as reference information for follow-up cooperation. Of the 7
outsourced factories that performed on-site evaluations in 2022, 5 outsourced factories were rated as B-level and 2 outsourced factories reached A-level.
5. List of food safetycertifications obtained byTaisun:
Product category
International certification
National certification
Halal certification
Canned snacks
100%
100%
95.08%
95.66%
Fresh house snacks &
100%
100%
89.85%
70.24%

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Promotion item Promotion item Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Deviation from Sustainable
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Listed Companiesandreasons
Yes No Summary description
drinks
Beverage products
31.71%
55.37%
70.75%
30.45%
Tetra Pak beverages
100%
92.77%
Packaged drinking water
100%
Oil products
67.27%
100%
43.03%
46.52%
Carbonated drinks
14.29%
15.39%
88.22%
(V) Food safety and national nutrition promotion
⚫ Combine health product with local merchants to develop Camelia oil products.
⚫ Develop healthy almond milk with the entire bottle free from lactose, gluten, and cholesterol, with high calcium and daily vitamin E.
⚫ Our classic long-selling Grass Jelly Drink aims to enable customers to, while their appetite is satisfied, the intake of sugar is at the same time reduced. Given
the notion, we have improved the formula, and Grass Jelly Drink with reduced sugar was launched.
⚫ Our health product Zhen Gu pumpkin quinoa porridge has obtained the Eatender certification meeting the rating of “easy chewing”.
⚫ We have launched healthy oil products with national health certification, which is to add phytol to reduce cholesterol absorption in foods.
1. Performed production line upgrade: Build PE and aluminum can lines to create new products and packaging on par with trends.
2. To effectively put energy into good use, we have conducted old equipment replacement, process efficiency improvement and total energy control. Compared to
the previous year’s energy consumption, 190,200 kWh was reduced in 2021, representing a reduction of 7.0%. Compared to the previous year’s fuel
consumption, 35 metric liters were reduced in last year, representing a reduction of 5.5% and carbon emissions were reduced by 109 metric tons.
3. GHG inventory implementation (2020-2021) has been performed to meet future net zero goal and carbon tax basic issues. In 2022, we expect to obtain
ISO14064-1 certification.
4. Our waste recovery program has been initiated. By researching for ways to effectively reduce and reuse waste, waste can be the next raw material for
companies. Based on this idea, we have identified 3 directions for the development of waste.
5. We will enhance talent development plans and factory improvement plants to nurture talent and retain talent to ensure productivity.
6. Promote a healthy society in the midst of a pandemic:
We supported health care and social service groups in the midst of a pandemic: We initiated a company-wide donation event for supplies in the midst of
COVID-19 by donating 800 boxes of products to hospitals and social service organizations.
We sponsored the Care Cup, the sports development of schools in Taisun district, New Taipei City, CTBC Brothers, Formosa Xtreme Triathlon, Formosa
Taishin Dreamers and street dance events. We also supported the Taiwan Rice Heaven; its first ever online race in a decade.
Taisun Cultural Foundation online courses and lectures
At Taisun, we contribute to the Taisun Culture Foundation each year and have done so for a long time as we firmly believe the Foundation’s philosophy of
“building positive beliefs to create a harmonious life”. Since the establishment, the Foundation has been dedicated to spiritual growth and life education by
spreading positive values and beliefs and establishing goodness in society. We do our utmost to give back to society with our practical actions in order to
create a sense of happiness and stability. The main tasks of the Foundation:
•Spiritual growth service - practice the value the true, the good and the beautiful: organize seminars focusing on physical and mental health topics, and
publish “Taisun Loves Families” magazine.
drinks
Beverage products 31.71% 55.37% 70.75% 30.45%
Tetra Pak beverages 100% 92.77%
Packaged drinking water 100%
Oil products 67.27% 100% 43.03% 46.52%
Carbonated drinks 14.29% 15.39% 88.22%

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Promotion item Implementation status Implementation status Implementation status Deviation from Sustainable
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Yes No Summary description

Life education service - touching lives with lives: life fighter storytelling, summer life education study for teachers, and Taisun Scholarship for little
Taisun.

Family education service - as the growth of parents benefits children, seminars for parents are organized, hoping that children’s health and happiness
start from parents’ self-growth.
For other relevant non-financial material information, please refer to the ESG sustainability report on the Company's website
(https://www.taisun.com.tw/corporate/calendar-year-report/).

84

The overall and individual ranking of the stakeholder related environmental, social and corporate governance issues that have a significant impact on the Company's investors and other stakeholders in 2022

Impact scope of harm: A. Investment and lending B. Sale and purchase C. Operation Management D. Process relationship E. Community interaction F. Legal management G. Public opinion control

Classifica
tion
Sort Issue Environmental
Aspect E
Social S Governance G GRI Guidelines Impact boundary Impact boundary
Within the
organization
Outside the
organization
Issues of
major
concern
1 Track and trace 416 C BDFG
2 Customer safetyand health 416 C ABDFG
3 Waste management 306 C EFG
4 Financialperformance 201 C ABDG
5 Corporategovernance 2-9 to 2-21 C AFG
6 Occupational safetyand health 403 C FG
7 Marketingand labeling 417 C BDEFG
Issues of
Moderate
Concern
8 Water management 303 C EFG
9 Procurement management 204 C BD
10 Material recycling 301 C D
11 Supplier management 308, 414, 416 C BD
12 Carbon management 305 C AEF
13 Harmonious Employment
Relations
401 C FG
14 Ethical management 205, 206 C ABD
15 Energy management 302 C EF
16 Market position 202 C F

85

(VI) Ethical business performance conditions, as well as differences and reasons for differences with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies Principles for TWSE/GTSM Listed Companies Principles for TWSE/GTSM Listed Companies
Evaluation items Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
I.
Enactment of ethical management policy and program
(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”?

(I)
Based on the management philosophy of integrity,
transparency and responsibility, the Company has
formulated a policy based on honesty and integrity.
The “Taisun Enterprise Co., Ltd. Code of Ethical
Management” (these Principles became effective
after being passed by the Board of Directors’ meeting
held on May 11, 2020) amended by resolution of the
Board of Directors, and internal rules and regulations
including the “Personnel Management Rules” clearly
require employees to abide by honesty and integrity.
The Company has also established a sound corporate
governance and risk control mechanism to create a
sustainable business environment, requiring the
Board of Directors, management, and all colleagues
to comply. In addition, the Company discloses the
“Code of Ethical Management” and its related
regulations on the MOPS and the Company's website.
(II) The “Taisun Enterprise Co., Ltd. Procedures for
Ethical Management and Guidelines for Conduct”
passed by resolution of the Board of Directors on
December 24, 2020 stipulates the prevention of
unethical conduct, while also covering the items
listed in Article 7, Paragraph 2 of the “Ethical
Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies” published by the
TWSE or other business activities with higher risk of
unethical conduct within the Company’s business
scope so as to regulate relevant preventive measures.
We also require relevant units to implement these
Principles. In the event of an employee violating the
principle of ethical management,it shall be reported
None
None

86

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
in accordance with the “Regulations Governing the
Implementation of the Reporting System”. The
matter will be examined by the Ethical Management
Team, and according to the severity of the matter, the
punishment will be announced. Acceptance unit:
Corporate Governance Unit.
In addition, the Company is civilian food
manufacturing enterprise and pays special attention
to Article 7, paragraph 2, subparagraph 7 of the
“Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies” that
cites “Damage directly or indirectly caused to the
rights or interests, health, or safety of consumers or
other stakeholders in the course of research and
development, procurement, manufacture, provision,
or sale of products and services”. The preventive
measures and promotion points are summarized as
follows:
●Regulatory compliance: In order to improve the
management of food safety, we keep a close eye on
changes in regulations by visiting the websites of the
FDA and Law and Regulations Database, Taiwan. We
also carry out product compliance inspections, calibrate
relevant operating standards and give immediate
warning when a product is not in compliance with the
regulations. At the same time, the complete information
on packaging labeling is also reviewed and tests are
periodically traced and tracked, achieving the benefits
of source management and rapid queries.
●Food Safety Center: As a means to improve the
Company’s food safety organization, effectively control
product quality and implement management at source,
at Taisun, we have established the “Food Safety
Center” topromote food safety policy-related systems

87

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
and certifications. By carrying out the Company's food
safety self-management plan, food hygiene monitoring
and supplier audits, while also monitoring the
effectiveness and suitability of the management system,
we ensure our quality and food safety are worry-free.
●Quality certification: We regularly strive for
certifications and continue to renew those with global
standards to ensure high food safety standards and
compliance.
●Laboratory upgrade: In 2021, The Quality Assurance
Department of Taisun Enterprise Co., Ltd. obtained a
TAF (Taiwan Accreditation Foundation) certification,
with a certification number 3836 and certificate number
L3836-210602. In addition to the Company's own TAF
laboratory, products are also tested by external
institutions in accordance with the regulations.
●Supplier management: An evaluation plan is scheduled
every year. In addition to attaching importance to the
quality of the supplier's products, the supplier's
implementation of social responsibility is included in
the evaluation items of operation and management. At
the same time, we actively counsel all suppliers to
upgrade the food safety quality management system,
improve the quality system management level, and
achieve the concept of coexistence and common
economic prosperity.
●Quality management system: A complete food safety
and quality management system has been built, and the
system is monitored by professionals and precise
equipment. In compliance with legal requirements,
100% of the products are built with a paper tracking
and tracing system. At the same time, all of them have
passed external inspections, and the improvement of
defects was in full compliance with the regulations.

88

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
●Occupational Safety and Health Committee: In an effort
to prevent occupational hazards, maintain the quality of
workplace, while at the same time ensuring the safety
and health of our colleagues at work to further improve
the safety and health management standards, we have
established the “Occupational Safety and Health
Committee” as required by Article 23 of the
“Occupational Safety and Health Act” and Article 10 of
the “Occupational Safety and Health Management
Measures” to discuss, coordinate and recommend on
matters associated with occupational safety and health.
Through the management functions of planning,
implementation, evaluation and improvement measures,
our occupational safety and health management system
is enhanced, achieving the objective of sound safety
and health management.
(III) Does the Company specify the operating procedures,
behavior guidelines, disciplinary penalties and grievance
system in the plan to prevent dishonesty, and implement it,
and regularly review and revise the pre-disclosure plan?
(III) In the “Taisun Enterprise Co., Ltd. Procedures for
Ethical Management and Guidelines for Conduct”,
the Company has established measures to prevent
unethical conduct. There are also clear operating
procedures, guidelines for conduct, disciplinary and
complaint systems stipulated in the measures. Also,
in order to ensure the implementation of ethical
management, the HR Administration Unit has been
designated as the dedicated unit responsible for the
promotion and monitoring of the implementation of
ethical management policy as well as the preventive
measures. The HR Administration Unit periodically
reviews and reports to the Board of Directors on the
status of implementation, measures adopted and
effectiveness ofpromotion.
II.
Implementation of ethical management
(I)
Does the Company assess a trading counterpart’s ethical
management record and expresslystate the ethical
(I)
Before establishing a business relationship with
others,the Companyevaluates the legitimacyof the
None

89

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
management clause in the contract to be signed with the
trading counterpart?
(II) Has the Company set up a special unit under the board of
directors to promote corporate ethical management, and
regularly reports (at least once a year) to the board of
directors on its ethical management policies and plans to
prevent dishonesty and supervision and implementation?
(III) Has the Company made policies for the prevention of the
conflict of interest, and provided the channels for
expressions, and has it properly implemented this system?
(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


counterparty, fully understands the ethical
management situation of the counterparty, and
whether there has been a record of dishonest
behavior. Ensure that its business operations are fair,
transparent and it will not request, offer or accept
bribes. We have also implemented the “Letter of
Commitment for Integrity and Sustainable Business"
signed by our partners in 2022, and 97% of our
regular partners have kept their commitments.
(II) The HR Administration Unit has been appointed as
dedicated unit for ethical management and is
responsible for the formulation and supervision of the
ethical management policy as well as the prevention
plan. The Unit reports to the Board of Directors at
least once a year on the ethical management policy
and the prevention plan for unethical conduct and the
supervision situation of the implementation. On
December 23, 2022, the Company's ethical
management team reported the status of
implementation, measures adopted and promotion
results to the Board of Directors on December 23,
2022.
(III) The “Taisun Enterprise Co., Ltd. Code of Ethical
Management” and the “Taisun Enterprise Co., Ltd.
Ethical Corporate management Best Practice
Principles” set forth by the Company have clearly
defined policies to prevent conflicts of interest and
provide appropriate channels for presentation, and
require relevant units of the Company to implement.
(IV) The Company has established various accounting
systems and internal control systems in order to
implement ethical management. Furthermore, the
audit unit is responsible for operations to assist the
Board of Directors and managers to inspect, review
None
None
None

90

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
prevent dishonesty, or entrust an accountant to perform the
audit?
(V) Has the Company provided internal and external training
on topics of ethical corporate management at regular
intervals?
and strengthen the promotion and implementation of
the Company's internal control systems. The audit
unit performs the audit work in accordance with the
annual audit plan approved by the Board of Directors.
The audit supervisor sends a written report to
independent directors the following month after the
audit project (or tracking project) is completed.
Furthermore, it regularly reports to the audit
committee and the Board of Directors on the
implementation of the audit business and the results
of the annual self-assessment of the internal control
system.
(V) The Company values ethical management and
corporate social responsibility. To do so, we promote
a work culture of ethical management and
responsibility when an employee begins working
with us. In 2022, we carried out internal and external
education, training and awareness development
(covering “Code of Ethical Management”, “Ethical
Corporate management Best Practice Principles” and
“Procedures for the Prevention of Insider Trading”)
on topics associated with ethical management issues.
A total of 1,533 employees took part totaling 1,533
hours.
None
III. Status of the Company’s whistleblowing system
(I)
Has the Company established substantive systems for
reporting and rewards for facilitating the reporting of
unethical practices, and appointed designated persons for
dealing with the persons being reported?
(I)
The Company has established and announced internal
independent reporting mailboxes and special lines in
accordance with the relevant provisions of Article 23
of the “Code of Ethical Management” of the
whistleblowing system, and designated staff and units
are responsible for reporting.
Employee complaint and ethics reporting mailbox:
[email protected]
Receivingunit: Human resources unit,unit
None

91

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
(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) Has the Company taken measures to protect whistle-
blowers from retaliation due to reporting?

supervisor
Ethics Mailbox Link:
http://www.taisun.com.tw/corporate/stakeholder/
Acceptance unit: Corporate Governance Unit
(II) The standard operating procedures for the
investigation of the reported matter must be properly
kept, including the acceptance of the reported case,
the investigation process, the investigation results
and the records of related documents. The identity of
the informant and the content of the report are sealed
and kept confidential.
(III) The review process should be conducted in an
undisclosed and confidential manner, so as to ensure
the privacy rights of the informant. If it is not
conducted in a confidential manner in accordance
with regulations, the Company will report the matter
andmete outpunishment.
None
None
IV. Enhancing Information Disclosure
Has the Company, on its website and on the Market
Observation Post System, disclosed the content and
promotion effectiveness of its
Ethical Corporate Management Best Practice Principles?
The Company has disclosed Code of Ethical Management
related content on both the company Website and the
Market Observation Post System.
None
V.
If the Company has instituted the corporate social responsibility best practice principles in accordance with the “Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies,” specify the implementation of these principles and the variation with the Corporate Social Responsibility Best
Practice Principles for the TWSE/TPEx-listed Companies:
The “Taisun Enterprise Co., Ltd. Code of Ethical Management” set by the Company are based on the provisions of the “Ethical Corporate Management Best
Practice Principles for TWSE/TPEx Listed Companies” issued by the Stock Exchange and are also required in operation of relevant units of the Company for
required implementation. Furthermore, they should internalize the requirements of the Ethical Corporate Management Best Practice Principles into daily
operation management. There is no major difference between actual operation and the code.
Based on the provisions stipulated in Article 17 of the Company’s Code of Ethical Management, the Company has set up a dedicated unit under the Board of
Directors to improve the management of ethical management. The Unit is responsible for the formulation and supervision of the ethical management policy as
well as the prevention plan. The “Code of Ethical Management” and the “Procedures for Ethical Management and Guidelines for Conduct” have been disclosed
on the Company's website.

92

Evaluation items Operating status Operating status Operating status Reasons for differences
with Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies
Yes No Summary description
VI. Other information that enables a better understanding of the Company's ethical corporate management: (e.g. review and amendments on the ethical corporate
management best-practice principles established by itself):
The Company always pays attention to the development of relevant standards for ethical management, and reviews and improves the Company's relevant policies
to enhance the effectiveness of the Company's ethical management.

(VII) Inquiry methods of corporate governance codes and related regulations:

The Company has formulated a corporate governance Code of Practice, Code of Ethical Management, Corporate Social Responsibility Best Practice Principles, and related regulations. All have been published on the Market Observation Post System (http://mops.twse.com.tw) and the Company’s official website (http://www.taisun.com.tw) for investors to check, and we will continue to promote the operation of corporate governance.

(VIII) Other information that will help understand the state of corporate governance: Please visit the company website at: http://www.taisun.com.tw.

93

(IX) Implementation of the internal control systems:

1. Statement of Internal Control System

Taisun Enterprise Co., Ltd. Declaration of internal control systems

Date: March 31, 2023

The Company's internal control system for 2022, based on the results of self-assessment, is hereby declared as follows:

  • I. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibility of the Board and managers of the Company, and that such a system has been implemented within the Company. The purpose of the system is to reasonably ensure that the effectiveness and efficiency of operations (including profits, performance, and protecting the security of assets), reliability, timeliness, transparency, and regulatory compliance of reporting, as well as the compliance with applicable laws, regulations, and bylaws are achieved.

  • II. The internal control system is designed with inherent limitations. No matter how perfect the internal control system is, it can only provide a reasonable assurance to the fulfillment of the three objectives referred to above. Moreover, the effectiveness of the internal control system could be affected by the changes of environment and circumstances. However, the Company's internal control system has a self-supervision mechanism. Once the missing element is recognized, the Company takes corrective action.

  • III. The Company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “the Criteria”). The Criteria are instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control are composed by five elements, namely, 1. Control Environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each of the elements in turn contains certain audit items. Please refer to the “Criteria” for details.

  • IV. The Company has adopted the said Criteria to validate the effectiveness of its internal control system design and execution.

  • V. The company's assessment found that there are deficiencies in internal control, and the details of the deficiencies and improvements are attached.

  • VI. Based on the evaluation result of the preceding item, regarding the Company's Internal Control System on December 31, 2022 (encompassing the supervision and management of subsidiaries), and including understanding of the effectiveness of operations and the degree to which the efficiency with which objectives are achieved, it is believed that the reporting is reliable, timely, transparent and in compliance with the relevant specifications and relevant laws and regulations, and the design and execution of the relevant Internal Control System are effective and it can reasonably ensure that the above goals are achieved.

  • VII. This Statement will be a major part of the Company’s annual report and prospectus, and will be made publicly available. If there is any fraud, concealment or unlawful practice discovered in the content of the aforementioned information, the company shall be liable to legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

VIII.This Statement has been approved by the Company’s Board of Directors at the meeting held on March 31, 2023, at which this Statement was unanimously endorsed by all 8 attending directors with zero dissension.

Taisun Enterprise Co., Ltd.

Chairman: Ching-Chao Chan Signature General Manager: Cheng-Ta Tsai Signature

94

2. The special internal control audit report issued by the CPA, if any:

  • 1 On January 3, 2023, the Taiwan Stock Exchange issued a letter No. 1111806238, which fined NT$2 million due to the lack of internal control system. The company has appointed non-certified accountants to conduct a special review of the internal control system of the investment cycle in the 2022, and drafted an improvement plan for major information disclosure. It submitted to the audit committee and the board of directors of the company for approval.

  • 2 The Financial Regulatory Commission issued a letter No. 11203321581 On February 14, 2023. It imposing a fine in charge of the company for violating the acquisition or disposal of assets management guidelines. The Financial Supervisory Commission also requested the company to pay attention to the improvement of related deficiencies in the future. The company has provided relevant evaluation documents in accordance with the regulations for the subsequent acquisition of assets, so as to implement the acquisition or disposal of asset processing standards.In addition, according to the Financial Supervision and Administration Commission's letter No. 11201355181. Because the above-mentioned letter was filed by the person in charge of the company. The petition was rejected and a fine of NT$480,000 was imposed.

  • 3 The Stock Exchange issued a letter No. 1121801864 On April 25 2023. Which was fined NT$2.5 million due to the lack of internal control system. The company has provided relevant documents to the Taiwan Stock Exchange in accordance with the requirements of the letter.

  • 4 The Stock Exchange issued a letter No. 1121802138 on May 11 2023. Which imposed a fine of NT$3 million for violating the regulations on reporting major information. The company has completed the correction of important information on May 11.

  • (X) In the most recent year and up to the date of publication of the annual report, if the Company and its internal personnel have been punished according to law, and the punishment has been imposed on internal personnel by the Company for violation of the internal control systems, major defects and improvements:

None.

95

(XI) Major decisions of the Shareholders Meeting and the Board in the most recent year to the day this report was printed:

1. Important resolutions of the 2021 shareholders meeting:

Date Meetingtype Important resolutions Implementation status
2022/05/26 Shareholders’
Meeting
(1) The motion for 2021 business
report and financial
statements.
(2) The motion for 2021 earnings
distribution.
(3) Motion for passing the
amendments to the Company's
Procedures of the Acquisition
or Disposal of Assets.
(1) Relevant forms have been submitted
to the competent authority for
inspection and announcement in
accordance with Company Act and
other relevant laws and regulations.
(2) The Company's net profit after tax in
2021 was NTD 591,827,052.
According to the resolution of the
shareholders meeting, the dividend
per share was NTD 1. The ex-
dividend date was set on July 1,
2022, and the payment was fully
completed on July 25, 2022.
(3) Effective from the resolution of the
shareholders’ meeting and has been
announced on the Company’s
website.

2. Important resolutions of the Board of Directors in 2022 and as of the printing date of the annual report:

Date Term Important resolutions
2022/01/25 22nd term
2nd meeting
1. Passed the motion for the appointment of the Compensation Committee
members.
2. Passed the motion for recognition of the personnel change of vice general
manager.
3. Passed the motion for submission of the personnel change of the
spokesperson and acting spokesperson.
4. Passed the motion for submission of the accounting supervisor change.
5. Passed the motion for re-assignment of the representative of Taisun
(Cayman)InvestmentLtd.
2022/02/25 22nd term
3rd session
1. Passed the motion for matters in relation to the Company's 2022 Annual
Meeting of Shareholders.
2. Passed the motion for remuneration to the independent directors of the 22nd
Board.
3. Passed the motion for remuneration to the members of the Compensation
Committee of the 5th term.
4. Passed the motion for remuneration to the members of the 22nd Board.
5. Passed the motion for remuneration to the general manager.
6. Passed the motion for remuneration distribution to employees for 2021.
7. Passed the motion for the establishment of the Company's 2021 distribution
of remuneration to directors.
8. Passed the motion for the financing facility from financial institutions.
includingHua NanCommercial Bank, etc.
2022/03/25 22nd term
4th session
1. Passed the motion for the Company’s 2021 business report and financial
statements.
2. Passed the motion for the Company’s 2021 profit distribution table.
3. Passed the motion for the self-assessment result of the Company's internal
control.

96

Date Term Important resolutions
4. Passed the motion for the amendments to the Company's Procedures of the
Acquisition or Disposal of Assets.
5. Passed the motion for the amendment to the Company’s Preparation Process
Management Measures for Financial Statements
6.Passedthemotion for thefinancingfacilityfrom DBSBank Taiwan.
2022/05/10 22nd term
5th session
1. Passed the motion for the 2022 first quarter financial statements.
2. Passed the motion for the distribution of earnings for the first quarter of
2022.
3. Passed the motion for the Compensation Committee to recommend the 2021
distribution of remuneration to directors.
4. Passed the motion for the Compensation Committee’s recommendations for
the 2021 employee remuneration distribution for managers.
5. Passed the motion for remuneration to the vice general manager.
6. Resolution passed for the motion for the amendments to the Company's
Corporate Social Responsibility Best Practice Principles.
7. Passed the motion for the financing facility from Mega Bank Taipei
ZhongxiaoBranch.
2022/08/11 22nd term
6th session
1. Passed the motion for the 2022 second quarter financial statements.
2. Passed the motion for the distribution of earnings for the second quarter of
2022.
3. Passed the motion for the financing facility from Bank of Taiwan Taichung
Branch.
2022/11/10 22nd term
7th session
1. Passed the motion for the 2022 third quarter financial statements.
2. Passed the motion for the distribution of earnings for the third quarter of
2022.
3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou)
Foods application fund loan amount.
4. Passed the motion to amend the Company's "Procedure for Handling Inside
Information in Materiality."
5. Passed the motion for the amendments to the Company's “Regulations
Governing Procedure for Board of Directors Meetings”.
6. Passed the motion for the financing facility from FAR EASTERN
INTERNATIONAL BANK.
2022/12/02 22nd term
8th session
1. Passed the motion for capital expenditure.
2. Passed the motion for the disposal of the Company's investment in
securities.
2022/12/23 22nd term
9th session
1. Passed the discussion for the 2023 business plan.
2. Passed the discussion of the 2023 audit plan.
3. Passed the proposal for year-end bonuses to managers appointed by the
Company in 2022.
4. Passed the proposal on the performance bonus to the Company's General
Manager.
5.Passed themotion forthefinancingfacilityfrombank.
2023/03/15 22nd term
10th session
1. Proposal for convening the Annual General Meeting of Shareholders in
2023.
2.Passedthemotion for thefinancingfacilityfrombank.
2023/03/31 22nd term
11th
meeting
1. Passed the motion for the Company's 2022 distribution of remuneration to
employees.
2. Passed the motion for the establishment of the Company's 2022 distribution
of remuneration to directors.
3. Passed the motion for the Company’s 2022 business report and financial
statements.
4. Change of the Chief Audit Officer and the Chief of Corporate Governance.
5. Motion for the review of the Company's internal control self-evaluation
results.
6. Planned to formulate the general principles of the company's pre-approval
non-confirmation servicepolicy.

97

Date Term Important resolutions
2023/04/20 22nd term
12th
meeting
1. It was resolved to pass the 2022appointed manager employee remuneration
proposal
2. Resolution passed the 2022 director remuneration proposal
3. Resolution to pass the corporate governance executive remuneration
proposal
4. Resolution to pass the company's audit supervisor remuneration proposal
5. Resolution to pass the equity investment proposal
6. The resolution passed the case of building an additional packaging water
plant
2023/05/05 22nd term
13th
meeting
1. The resolution was passed and the 2023 annual general meeting of
shareholders accepted shareholder proposals
2. Resolution to approve the company's 2022 year surplus distribution plan
3. Resolution to approve the consolidated financial statements for the first
quarter of 2023
4. Proposal on distribution of surplus in the first quarter of 2023
5. 2022annual investment cycle internal control systemproject review case
  • (XII) In the most recent year and up to the date of publication of the annual report, the major contents of the opposition to or qualified opinions expressed by directors or supervisors about the significant resolutions passed by the Board of Directors that have been noted in the records or declared in writing: None.

  • (XIII) In the most recent year and as of the date of publication of the annual report, resignations by the company chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor and R&D supervisor, etc.:

May 10, 2023

May 10, 2023
Title Name Date of
appointment
End of
appointment
Reason for resignation
or dismissal
Vice
Chairman
Yi-Houg Chan 2021/12/16 2023/01/14 The corporate director
re-appointed a
representative and was
therefore relieved of the
vice chairman position
in accordance with the
CompanyAct.
Internal Audit
Supervisor
Tsai I-Fang 2004/7/14 112/03/31 Retire
Corporate
Governance
Supervisor
Liu Wei-Chen 2021/03/08 2023/03/17 Retire

98

V. Information on fees for CPAs

(I) Information on fees for CPAs

Currency unit: NTD thousand

Name of
accounting
firm
Accountant
name
Accountant
review period
Audit
professional
expense
Non-audit
professional
expense
Total Remarks
KPMG
Taiwan
Hsin-Ting
Huang
2022/01/01~
2022/12/31
4,350 2,025 6,375 Non-audit fees were
the assurance service
for the 2021 CSR
report, employee
salary checklist for
non-supervisors and
English translation
consolidated financial
report expenses.
Kuo-Yang
Tseng
  • (II) Replacement of the CPAs firm and reduction in audit fees paid during the year of replacement compared with the previous year: None.

  • (III) If the audit fees are reduced by more than 10% compared with the previous year, the amount, proportion and reasons for the reduction in the audit fees shall be disclosed: None.

VI. Information on replacement of CPAs:

In line with the auditing standards and the internal operations of KPMG, the original CPAs Tseng, Kuo-Yang and Chen, Chung-Che will be changed to CPAs Huang, Hsin-Ting and Tseng, Kuo-Yang from 2021.

(I) About the former CPAs

Replacement date From January 1, 2021 From January 1, 2021 From January 1, 2021 From January 1, 2021 From January 1, 2021
Reason for replacement and description In line with the auditing standards and the internal operations of
KPMG
Explanation for why appointing person or
accountant was terminated or did not accept the
appointment
The person
himself/
herself
Occurrence
Accountant Appointed
person
Voluntary termination of
appointment
Not applicable
No longer accept (continue)
appointment
Opinions and reasons for the inspection report
other than unqualified opinions issued within the
latest two years
None.
Is there any Dissenting opinion with the issuer? Yes Accounting principles orpractices
Disclosure of financial reports
Checkscope orsteps
Other
None V
Explanation
Other disclosures
(Article 10, paragraph 6, item 1 (4) to item 1 (7)
should be disclosed)
Not applicable

99

(II) About the succeeding CPAs

(II)
About the succeeding CPAs
Firm name KPMG Taiwan
Accountant name CPAs Huang Hsin-Ting and Tseng
Kuo-Yang
Date of appointment From 2021
Consultation in designated accounting method or accounting
principles and comments on possible opinions of the CPA on
the financial auditprior to the appointment,and the result.
Not applicable
Written opinions of the successor accountant on the dissenting
opinions of the former accountant

Not applicable
  • (III) The former accountant's reply to Article 10, paragraph 6, item 1 and item 2 of item 3 of this Standard: Not applicable.

VII. Information on the chairman, General Manager, financial and accounting manager of the Company who has worked with the Company’s external auditors or the affiliates to such auditors in the most recent year: None.

100

VIII. Any transfer of equity interests and pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10% during the most recent year and until the date of publication of the annual report

(I) Changes:

Job title Name 2022 2022 2023 as ofMay 10 2023 as ofMay 10
Increase
(decrease) in
the number of
shares held
Increase
(decrease) of
pledged shares
Increase
(decrease) in
the number of
shares held
Increase
(decrease) of
pledged shares
Director Jing Xun Investment
Industrial Corporation
Limited
0 0 0 (4,800,000)
Representative: Ching-
Chao Chan
0 6,000,000 0 0
Director Shen Yang Investment
Corporation Limited
0 0 0 0
Representative: Yi-
Houg Chan
0 0 0 0
Director Hongqiang Co., Ltd. 0 0 0 0
Representative: Hao-
Jun Chan
0 1,800,000 0 (1,800,000)
Director Huang-Qiao-Lin Business
Co., Ltd.
0 0 0 0
Representative: Chang-
Chung Yin
0 0 0 0
Director Long Bon International
Industrial Co., Ltd.
52,602,000 26,609,000 5,716,000 (67,588,000)
Representative: Liu
Wei-Lung
0 0 0 0
Director Long Bon International
Industrial Co., Ltd.
52,602,000 26,609,000 5,716,000 (67,588,000)
Representative: Tai-
Sheng Han
0 0 0 0
Independent
Director
Min-Hsun Chen 0 0 0 0
Independent
Director
Ming-Hui Li 0 0 0 0
Independent
Director
Ying-Ta Tu 0 0 0 0
General
Manager
Cheng-Ta Tsai 0 0 0 0
Vice General
Manager
Max Lei 2,000 0 -300,226 0
Major
shareholder
Long Bon International
Co., Ltd.
52,602,000 26,609,000 5,716,000 (67,588,000)

Note 1: Huang-Qiao-Lin Business Co., Ltd. was relieved of its directorship on December 2, 2022.

Note 2: Yi-Houg Chan, the legal representative of Shen Yang Investment Corporation Limited, was dismissed from office on January 17, 2023, and was succeeded by the new director, No-Hua Chen.

(II) Information on equity transfer with related parties: None. (III) Information on pledge of shares with related parties: None.

101

IX. Information about the relationships of the ten largest shareholders

March 31,2023;unit: shares March 31,2023;unit: shares March 31,2023;unit: shares March 31,2023;unit: shares March 31,2023;unit: shares March 31,2023;unit: shares March 31,2023;unit: shares
Name Shares held personally Shares held by spouse and
minor children
Total holding of shares in
the names of others
The Top 10 shareholders are
related parties, spouse,
kindred within the 2nd tier
under the Civil Code to one
another, the titles or names,
andrelation.
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Shares Shareholding
ratio
Title
(or name)
Relationship
Long Bon
International
Industrial Co.,Ltd.
188,106,000 37.62% 0 0 58,279,000 11.66% Baosheng
Investment
Subsidiary
Representative of
Long Bon
International Co.,
Ltd.:Liu Wei-Lung
0 0 0 0 0 0 None None
Baosheng
Investment Co.,
Ltd.
58,279,000 11.66% 0 0 0 0 Long Bon
International
Parent
Company
Representative of
Baosheng
Investment Co.,
Ltd.: Wei-LungLiu
0 0 0 0 0 0 None None
REN YUAN Co.,
Ltd.
28,754,000 5.75% 0 0 0 0 None None
REN YUAN Co.,
Ltd..:Li-Li Kao
500,000 0.1% 0 0 0 0 Ching-Chao
Chan
Spouse
Yuanta Commercial
Bank, entrusted
with the special
property account of
Taisun Enterprise
Trust
14,476,823 2.90% 0 0 0 0 None None
Jing Xun
Investment
Industrial
Corporation
Limited
10,446,082 2.09% 0 0 0 0 None None
Representative of
Jing Xun
Investment
Industrial
Corporation
Limited:Li-Li Kao
500,000 0.10% 6,459,862 1.29% 0 0 Ching-Chao
Chan
Spouse
Pin-Tai Distribution
Enterprise Co.,Ltd.
10,351,332 2.07% 0 0 0 0 None None
Supervisor of Pin-
Tai Distribution
Enterprise Co.,
Ltd.: Ching-Chao
Chan
6,459,862 1.29% 531,000 0.11% 0 0 Li-Li Kao Spouse
Ching-Chao Chan 6,459,862 1.29% 531,000 0.11% 0 0 Li-Li Kao Spouse
Yu Kai Investment
Co.,Ltd.
5,000,000 1.00% 0 0 0 0 None None
Representative of
Yu Kai Investment
Co., Ltd.:
Chan,Chin-Chia
1,244,728 0.25% 0 0 0 0 None None
ChanJen-Hua 4,910,000 0.98% 830,000 0.17% 0 0 None None
Yu-Jing Investment
Co.,Ltd.
4,150,515 0.83% 0 0 0 0 None None
Representative of
Yu-Jing Investment
Co., Ltd..: L0,Ling-
Mei
303,009 0.06% 0 0 0 0 None None

102

  • X. Number of the shares in the same investees held by the Company and its directors, supervisors, managers and the enterprises directly or indirectly controlled by the Company, and calculation of the combined shareholding ratio

Comprehensive shareholding ratio

Unit: shares; %

Unit: shares;% Unit: shares;%
Reinvestment business The Company's investment Directors, supervisors, managers,
and direct or indirect control of
investment in the business
Comprehensive investment
Number of
shares
Shareholding
proportion
Number of
shares
Shareholding
proportion
Number of
shares
Shareholding
proportion
Pin-Tai Distribution Enterprise
Co.,Ltd.
21,255,839 99.93 % 0 0 % 21,255,839 99.93 %
Taiwan Niko Mart Co., Ltd. 27,203,632 73.92 % 8,904,412 24.20 % 36,108,044 98.12 %
Pioneer Traffic Co.Ltd. 1,358,480 13.26 % 8,630,240 84.21 % 9,988,720 97.47 %
Taisun Yuan Co., Ltd. 500,000 100 % 0 0 % 500,000 100 %
Taisun (Cayman) Investment
Ltd.
40,290,000 100 % 0 0 % 40,290,000 100 %
Central Union Oil Corp., Ltd. 20,000,000 33.33 % 0 0 % 20,000,000 33.33 %
Taiwan FamilyMart Co. Ltd. 6,836,417 3.06 % 20,000 0.01 % 6,856,417 3.07 %

103

Four. Fundraising Overview

I. Capital and Shares (I) Sources of Capital

1. Outstanding shares

Unit: NTD; shares; May 1, 2023

Year/
Month
Year/
Month
Issue price Authorized share capital Authorized share capital Authorized share capital Paid-incapital Paid-incapital Paid-incapital Remarks Remarks Remarks Remarks
Number of
shares
Amount Number of
shares
Amount Sources of capital Capital increase by
assets otherthancash
Other
1993-06
1994-07
1995-11
1997-06
1998-07
2004-08
2004-11
2005-08
2005-10
2006-08
2010-09
2011-09
2012-09
2018-02
NTD 10
NTD 10
NTD 10
NTD 10
NTD 18.5
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 10
NTD 16.3
300,000,000
300,000,000
300,000,000
300,000,000
392,000,000
500,000,000
500,000,000
500,000,000
500,000,000
500,000,000
500,000,000
500,000,000
500,000,000
500,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,920,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
5,000,000,000
220,745,831
238,250,784
254,910,847
263,907,281
323,298,009
336,229,900
322,244,940
322,569,838
313,964,087
320,243,369
333,053,104
343,044,697
353,336,038
499,999,038
2,207,458,310
2,382,507,840
2,549,108,470
2,639,072,810
3,232,980,090
3,362,299,290
3,162,449,400
3,225,698,380
3,139,640,870
3,202,433,690
3,330,531,040
3,430,446,970
3,533,360,380
4,999,990,380
Capital surplus transferred to common
stock, NTD 124,950,470
Capital surplus transferred to common
stock, NTD 175,049,530
Capital surplus transferred to common
stock, NTD 166,600,630
Capital surplus transferred to common
stock, NTD 89,964,340
Capital injection, NTD 360,000,000
Capital surplus transferred to common
stock, NTD 116,953,640
Retained earnings transferred to capital,
NTD 116,953,640
Capital surplus transferred to common
stock, NTD 129,319,200
Capital reduction from merger, NTD
199,849,890
Capital surplus transferred to common
stock, NTD 63,248,980
Capital reduction from merger, NTD
86,057,510
Capital surplus transferred to common
stock, NTD 62,792,820
Retained earnings transferred to capital,
NTD 128,097,350
Retained earnings transferred to capital,
NTD 99,915,930
Retained earnings transferred to capital,
NTD 102,913,410
Capital injection, NTD 1,466,630,000
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
7/22/1994 MoF Approval No. 32429
10/6/1995 MoF Approval No. 53656
7/3/1997 MoF Approval No. 52403
4/10/1998 MoF Approval No. 29954
6/19/1998 MoF Approval No. 53285
6/19/1998 MoF Approval No. 53285
7/19/2004 FSC Approval No. 0930132148
11/8/2004 TWSE No. 0930028439
7/21/2005 FSC Approval No. 0940129697
12/16/2005 MOEA No. 09401247040
7/10/2006 FSC Approval No. 0950129435
7/6/2010 FSC Approval No. 0990034916
7/5/2011 FSC Approval No. 1000031055
7/2/2012 FSC Approval No. 1010029034
11/8/2017 FSC Approval No. 1060041370
Type of shares Authorized share capital Remarks
Outstanding shares Unissued shares Total
Common stock 499,999,038 500,000,962 1,000,000,000 Listed company shares

3. Relevant information about the issuance and raising of securities under the collective reporting system: None.

104

(II) Shareholder structure

(II) Shareholder structure (II) Shareholder structure (II) Shareholder structure (II) Shareholder structure (II) Shareholder structure (II) Shareholder structure (II) Shareholder structure
May1,2023
Shareholder
structure
Amount


Government
agency

Financial
institution
Other
institution
Individual Foreign
institutions and
foreign
individuals
(Note)

Total
Number of
individuals
2 3 266 65,456 102 65,829
Number of
shares held
65 106,894 333,500,333 152,361,741 14,030,005 499,999,038
Shareholding
ratio
0.00% 0.02% 66.7% 30.47% 2.81% 100%

Note: The Company’s investment in China: 1 shareholder holding 1 share.

(III) Distribution of Share Ownership

1. Common stock ( denomination at NTD 10 per share )

May 1, 2023

May1,2023
Ownership range Number of
shareholders
Number of shares
held
Shareholding ratio
1 to 999 49,955 3,244,243
0.65
1,000 to 5,000 12,665 24,284,798
4.86
5,001 to 10,000 1,761 13,715,425
2.74
10,001 to 15,000 465 5,838,236
1.17
15,001 to 20,000 316 5,858,161
1.17
20,001 to 30,000 224 5,739,340
1.15
30,001 to 40,000 112 4,002,158
0.8
40,001 to 50,000 63 2,936,548
0.59
50,001 to 100,000 114 7,766,855
1.55
100,001 to 200,000 56 7,930,816
1.59
200,001 to 400,000 27 7,952,919
1.59
400,001 to 600,000 17 7,889,932
1.58
600,001 to 800,000 8 5,627,707
1.13
800,001 to 1,000,000 4 3,606,000
0.72
1,000,001 and above, exercise
self-judgement on the level
based onactualsituation
42 393,605,900
78.71
Total 65,829 499,999,038
100

105

2. Preferred shares: The Company does not issue preferred shares.

(IV) List of major shareholders

IV) List of major shareholders
May1,2023

Number of shares
held
Shareholding ratio
188,106,000
37.62%
58,279,000
11.66%
28,754,000
5.75%
14,476,823
2.90%
10,446,082
2.09%
10,351,332
2.07%
6,459,862
1.29%
5,000,000
1.00%
4,910,000
0.98%
4,150,515
0.83%
Shares
Name of major
**shareholder **

Number of shares
held
Shareholding ratio
Long Bon International Industrial Co., Ltd. 188,106,000 37.62%
Baosheng Investment Co., Ltd. 58,279,000 11.66%
REN YUAN Co., Ltd. 28,754,000 5.75%
Yuanta Commercial Bank, entrusted with the special
property account of Taisun Enterprise Trust
14,476,823 2.90%
Jing Xun Investment Industrial Corporation Limited 10,446,082 2.09%
PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD 10,351,332 2.07%
Chan Ching-Chao 6,459,862 1.29%
Yu Kai Investment Co., Ltd. 5,000,000 1.00%
Chan Jen-Hua 4,910,000 0.98%
Yu-Jing Investment Co., Ltd. 4,150,515 0.83%

106

(V) Per share data for market price, net worth, earnings, and dividends for the last two years

Unit: NTD/share

Unit: NTD/share
Item Year 2021 2022 Current year ended
March 31, 2023
(Note 8)
Price per
share
(Note 1)
High 34.55 47.95 30.60
Low 26.00 26.50 27.90
Average 28.55 32.73 29.38
Net worth
per share
(Note 2)
Before distribution 14.36 25.83
After distribution 14.36 25.83
Earnings
per share
Weighted average
numberofshares
486,393 486,393
Earnings per share(Note
3)
1.22 12.17
Dividends
per share
Cash dividends 1.00 4.00
Stock
dividends
0 0 0
0 0 0 -
Accumulated
undistributed
dividends (Note 4)
0 0 -
Return on
investment
analysis
Price/earnings ratio
(Note 5)
23.40 2.69 -
Price/dividends ratio
(Note 6)
28.55 8.18 -
Cash dividend yield
(Note 7)
3.50% 12.22% -
  • When placing shares for transfer of earnings or capital surplus to common stock, this should also disclose the market price and cash dividend information retrospectively adjusted based on the number of shares issued.

  • Note 1: Listing the highest and lowest market prices of common stocks in each year, and calculating the average market price of each year according to the transaction value and volume of each year.

  • Note 2: Please fill in the list based on the number of issued shares at the end of the year and the distribution based on the resolution of the board meeting or shareholders meeting in the following year.

  • Note 3: If there is a retrospective adjustment due to circumstances such as stock dividends, the earnings per share before and after adjustments should be shown.

  • Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will be accumulated to the year with surplus, The accumulated unpaid dividends as of the current year shall be disclosed separately.

  • Note 5: Price/earnings ratio = average closing price per share for the year/earnings per share.

  • Note 6: Price/dividends ratio = average closing price per share for the year/cash dividend per share.

  • Note 7: Cash dividend yield = cash dividend per share / average closing price per share for the year.

  • Note 8: For the net worth per share and earnings per share, the data audited (reviewed) by CPAs in the most recent quarter up to the date of printing of the annual report shall be filled in; the data of the current year up to the date of printing of the annual report shall be filled in the other columns.

  • Note 9: As of the publication date of the annual report, there is no accountant-reviewed financial information for the first quarter of 2022.

107

(VI) Company dividend policies and implementation status

  1. Dividend policy stipulated in the Company's Articles of Incorporation:

Currently, the Company’s industry is well-developed with a stable profit. However, due to the significant expansion of production capacity and vertical development plans in the next few years, the distribution of earnings or deficit compensation may be conducted after the end of each quarter. Where the earnings are paid out in cash, it shall be approved by the Board of Directors and reported to the shareholders’ meeting without submitting it to the shareholders’ meeting for ratification in accordance with the provisions of Article 228-1 and Article 240, Paragraph 5 of the Company Act. Where there are earnings in the quarterly financial statements, the amount for tax payables shall be estimated and reserved before the cumulative deficits are compensated; then, 10% of the balance shall be set aside for the legal reserve unless when the legal reserve has reached the amount of the Company’s paid-in capital. After an amount has been provided for the special reserve or the special reserve has been reversed in accordance with the Company's operational needs and laws and regulations, if there is still a balance, the Board of Directors shall make a proposal to distribute the balance and the cumulative undistributed earnings at the beginning of the period. Cash dividend to be distributed shall not be less than 30% of the total dividends to be distributed.

  • If the earnings per share falls below NT$0.1, the Board may retain the earnings and not be for distribution.

  • Dividend implementation status:

For the Company’s 2022 earnings distribution, the board resolution on May 5, 2023 was as follows:

Ordinary stock dividends: A cash dividend of NT$4.0 per share and stock dividend of NTD 0. After the earnings distribution table is passed by the Annual Meeting of Shareholders, the ex-dividend record date is authorized to be set by the Chairman separately

(VII) Effects of the stock dividends proposed at the last shareholders’

meeting on company performance and earnings per share:

The Company has made no allotment of stock dividends, so this is not applicable.

(VIII) Employee and director remuneration:

  1. The amount or scope of remuneration for employees and directors as stated in the Company's Articles of Incorporation:

The Company shall appropriate at least 2% of its earnings, if applicable, as remunerations to the employees and no more than 5% as remunerations to the Directors. If the Company has carryforward loss, the Company shall appropriate for covering such loss first.

The recipients of the aforementioned remunerations in stock or cash shall include the employees of the subsidiaries of the Company meeting specific conditions.

  1. The calculation basis for the estimated amount of remuneration for employees and directors in the current period, the calculation basis for the number of shares of employee remuneration distributed by stocks, and the accounting treatment if the actual distribution amount is different from the estimated amount:

108

In accordance with the Company’s Articles of Incorporation and the profitability of the Company as verified by accountants in 2021, it is proposed to appropriate NT$34,500,000 as employee remuneration and NT$27,000,000 as director remuneration; both will be distributed in cash. The aforementioned allocation ratio and amount have been approved by the company's Compensation Committee and the Board of Directors.

If there is a discrepancy between the actual distribution amount in the next year and the estimated amount, it shall be dealt with according to changes in accounting estimates, and the difference shall be recognized as the profit and loss of the following year.

  1. Remuneration distribution approved by the Board of Directors:

  2. (1) The amounts of employee remuneration and director remuneration paid in cash or stock. If there are discrepancies with the annual estimated amounts of recognized expenses, the number of discrepancies, reasons, and handling circumstances should be disclosed:

Year of remuneration: 2022 Board approval date: March 31, 2023

3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
3. Remuneration distribution approved by the Board of Directors:
(1) The amounts of employee remuneration and director remuneration paid in cash or
stock. If there are discrepancies with the annual estimated amounts of recognized
expenses, the number of discrepancies, reasons, and handling circumstances
should be disclosed:
Year of remuneration: 2022
Board approval date: March 31, 2023
Units: shares; NTD
Employee remuneration Director
remuneration
Whether there is a difference with the
estimated amount in the annual
financial report of recognized expenses
Cash amount Stock
amount
Number
of
shares
Total Cash amount Number of
differences
Reason Handling
26,700,000 0 0 26,700,000 20,000,000 No
difference
Not
applicable
Not
applicable

Note: The above remuneration of the employees and directors does not differ from the remuneration amounts for employees and directors as recognized in the 2021 consolidated financial reports.

  • (2) The amount of stock dividends paid to employees as remuneration in proportion to the net after-tax income stated in the separate financial statements and to the total amount of remuneration to the employees: Not applicable.

109

  1. The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
4. The actual distribution of employee, director, and supervisor compensation for the previous
fiscal year (with an indication of the number of shares, monetary amount, and stock price,
of the shares distributed), and, if there is any discrepancy between the actual distribution
and the recognized employee, director, or supervisor compensation, additionally the
discrepancy,cause,and how it is treated:
Year of remuneration: 2021
Board approval date: February 25, 2022
Units: shares; NTD
Employee remuneration Director
remuneration
Whether there is a difference with the
estimated amount in the annual
financial report of recognized expenses
Cash amount Stock
amount
Number
of shares
Total Cash amount Number of
differences
Reason Handling
34,500,000 0 0 34,500,000 27,000,000 No
difference
Not
applicable
Not
applicable

Note: The amounts of the above board resolutions have been expensed in 2020, and there were no differences between the amounts of the expense accounts and the amounts proposed by the Board of Directors.

(IX) The Company’s buybacks of its own shares:

In 2022 and as of the printing date of the annual report, the Company has not bought back its shares.

  • II. Issuance of corporate bonds: None.

  • III. Issuance of preferred stock: None.

  • IV. Issuance of overseas depository receipts: None.

  • V. Employee stock options: None.

  • VI. Circumstances for restricting employee rights to new shares: None.

  • VII. Mergers and acquisitions or the transfer of shares of other companies to issue new shares

  • (I) In the most recent year and as of the printing date of the annual report, circumstances of completed mergers and acquisitions or transfer of shares issued by other companies: None.

  • (II) In the most recent year and as of the printing date of the annual report, the implementation status and basic information of new shares issued by other companies that have been approved by the Board of Directors: None.

VIII. Plan for capital investment and utilization:

The Company's previous issuances of marketable securities or privately placed marketable securities have all been completed. There have been no cases which planned benefits have not yet emerged in the past three years.

110

Five. Operations Overview

I. Business content

(I) Business scope

1. Business items

  • (1) C105010 Edible Oil and Fat Manufacturing

  • (2) C201010 Prepared Animal Feeds Manufacturing

  • (3) A101020 Growing of Crops

  • (4) A301030 Aquaculture

  • (5) A401020 Raising of Livestock and Poultry

  • (6) F203030 Retail Sale of Alcohol

  • (7) C104020 Bakery Food Manufacturing

  • (8) C199010 Manufacture of Noodles, Couscous and Similar Farinaceous Products

  • (9) F101040 Wholesale of Livestock and Poultry

  • (10) F101050 Wholesale of Fishery Products

  • (11) F102170 Wholesale of Foods and Groceries

  • (12) C103050 Manufacturing of Canning, Freezing, Dehydration, Pickled of Food

  • (13) C805030 Plastic Daily Necessities Manufacturing

  • (14) F201010 Retail sale of Agricultural Products

  • (15) A102060 Food Dealers

  • (16) C102010 Manufacture of Dairy Products

  • (17) C109010 Manufacture of Seasoning

  • (18) F101130 Wholesale of Vegetables and Fruits

  • (19) C199020 Edible Ice Manufacturing

  • (20) F399010 Convenience Stores

  • (21) F301020 Supermarkets

  • (22) H701020 Industrial Factory Development and Rental

  • (23) H701050 Investment, Development and Construction in Public Construction

  • (24) C199040 Beans Processed Food Manufacturing

  • (25) H701010 Housing and Building Development and Rental

  • (26) C110010 Beverage Manufacturing

  • (27) C111010 Tea Manufacturing

  • (28) F102030 Wholesale of Tobacco and Alcohol

  • (29) F102040 Wholesale of Nonalcoholic Beverages

  • (30) F102050 Wholesale of Tea Leaves

  • (31) F106020 Wholesale of Daily Commodities

  • (32) F107030 Wholesale of Cleaning Supplies

  • (33) F108040 Wholesale of Cosmetics

  • (34) F203010 Retail Sale of Food, Grocery and Beverage

  • (35) F203020 Retail Sale of Tobacco and Alcoholic Beverages

  • (36) F206020 Retail Sale of daily commodities

  • (37) F207030 Retail Sale of Cleaning Supplies

  • (38) F208040 Retail Sale of Cosmetics

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(39) JZ99050 Agency Services

(40) C113011 Alcoholic Manufacturing

(41) C113020 Alcohol Products Semi-Finished Manufacturing

(42) C114010 Food Additives Manufacturing

(43) F121010 Wholesale of Food Additives

  • (44) F221010 Retail of Food Additives

(45) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

2. Business Contributions:

2. Business Contributions:
Product type Business contribution
Oilproducts 57 %
Feedproducts 4%
Foodproducts 35 %
Other 4%

3. The Company's current product items:

  • Soy flour products: Soy flour, high protein soy flour, full-fat cooked soy flour.

  • Oil products: Sunflower oil, canola oil, soybean oil, palm oil, olive oil, rice bran oil, grapeseed oil and blended oil series.

  • Feed products: Milkfish, nile fish, sweetfish, striped bass, grouper, shrimp feed, and aquatic feed such as eels.

  • Food products: Sweet snack porridges led by our Grass Jelly and Mixed Congee products; Bing Jeon Black Teas that are popular among young people; Cheers sparkling water; Taishan pure water and TwistWater water products with environmentally friendly packaging; BUFF energy drink, Salt Supply - Lychee, Woo Tang, Ten Valley Treasure, Jenguyi Mixed Congee Pumpkin & Quinoa etc. Refrigerated products include grass honey, Bing Jeon Black Tea, plant-based nuts mild and Sunkist juice series products, as well as granular beverages such as the Big Straw series.

4. New products under development: To meet the needs of consumers, we are actively developing in the direction of innovation and health

  • (1) Bing Jeon series product development

  • (2) Development of sugar-free tea series products

  • (3) Cheers Sparkling Water series product development

  • (4) Development of large drinking straw products

  • (5) Cha Street series product development

  • (6) Development of Sunkist's products

  • (7) Development of new categories of cold storage lines

  • (8) Development of product line for food business

  • (9) Research on special oils for business channels

  • (10) Research on differentiated consumer oil products

(II) Industry Overview

1. Industry status and development:

  • Oil products: As soybean oil is the most commonly used vegetable oil in Taiwan, Taisun imports soybeans from overseas, processes and refines the oil in Taiwan. The products made by us are soy flour and soybean oil. Soy flour is one of the primary raw materials for complete feeds and soybean oil is used for cooking. Currently there are roughly two main uses for the most part. One is for restaurant and food factory business, such as soybean oil and palm oil in 18-liter drums; and the other is for households, shipped in small packages. In recent years, people’s health awareness has risen and it is an industry trend to introduce diversified edible oils with healthy concepts.

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  • Feed products: The prices of bulk grains continues to rise and feed costs have risen, but they cannot be passed on completely; and so the profits of the feed industry have fallen. Therefore, it has become a trend to extend and increase value across the entire food production chain.

  • Food products: As the health awareness has increased, Taiwanese people now attach more importance on the raw materials used in products. Products that boast natural, no additives or high dairy content, and value-added are better received by consumers. In recent years, food safety incidents have also raised consumers’ health and safety awareness. They thus show a greater willingness to put more money into goods that are produced by major manufacturers, offer certificates of origin, feature production certifications, or other third party certifications. These in turn become selection indicators that put consumers more at ease.

2. Relevance of the industry's upstream, midstream, and downstream:

  • Oil products: The main raw materials of soybean oil are soybeans, which are imported from the United States and Brazil. Once imported, oils and essential oils are extracted by investee companies. Other types of vegetable oils are imported from countries such as Australia, Spain, the United Kingdom Malaysia and Thailand. The main customers of the oil used in the bulk packaging business are food factories or chain food and beverage groups, or else it is sold to restaurants via distributors throughout the country. Household-use oil sold in smaller containers is sold by Pin-Tai Distribution Enterprise Co., Ltd. to mainly hypermarkets, supermarkets and supermarket chains.

  • Feed products: The main raw materials are wheat and soybean meal as well as fish meal. Almost all wheat and soybeans are imported from Australia, United States, or South America. After mixing the main raw materials and other subsidiary raw materials into aquatic feed, the company sells it directly in the domestic feed market.

  • Food products: Good products can only be made using good ingredients. The Company abides by the principle of source control, and the raw materials for current products mainly come from domestic sources while some are supplied from abroad. Several high-quality suppliers have had transactions with our Company for many years. Therefore, the quality and delivery times of their raw materials are stable. Sales are handled by subsidiary Pin-Tai Distribution Enterprise Co., Ltd.

3. Product development trends and competitive landscape:

  • Oil products: Following the impact of oil safety incidents, provide safe and healthy oils and establishing consumer trust are important issues. High quality oil with high nutritional value has become a market trend. With the high growth of high priced oils such as olive oil, rice bran oil and grapeseed oil, the Company will develop appropriate business strategies in response to market trends.

  • Feed products: Climate change and environmental protection issues have caused difficulties in feeding. Breeders mostly improve water quality and management to increase production efficiency. Only products and services that enable breeders to substantially reduce costs and increase profits will be favored by customers. In the future, integration of the food chain and creation of a win-win situation will be the goal of the joint efforts of feed manufacturers and farmers.

    • We at the same time encourage fishermen to reduce labor and plastic bag costs, while abiding by the ESG concept of environmental sustainability by switching from bagged feed to bulk feed. In 2022, we successfully

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reduced 5,892 kg of plastic.

  • Food products: The domestic market is lively, new products are introduced, and major competing product manufacturers are investing in brand resources. As the production costs of raw materials increases year by year, beverage products are highly replaceable and have short life cycles. In the current situation where sales channels require continuous gross profit improvement, Taisun still insists on innovation, insight into consumer trends, and development of products that are natural and healthy and that keep up with and create new trends. In particular, as we abide by food safety regulations, we never slacken our efforts in ensuring product quality and monitoring the sources of raw materials and processes, and we continue to supply consumers with high-quality and trustworthy products.

(III) Technology and R&D Overview

1. Technical level of the business

The Company’s management systems and products have been verified through programs such as the National Quality Award (NQA), Taiwan Quality Food Association (TQF), the Hazard Analysis Critical Control Point (HACCP) designation, and the Foundation for Food Safety Certification (FSSC 22000). Its health food brands of oil products and hot-filled bottle low-acid tea beverages have obtained US FDA approval for export; it has obtained the certification of the food industry's hygiene management food safety systems, environmental protection packaging water carbon footprint verification, halal certification, and Anti-Additive Association.

In order to comply with international trends and customer requirements, the entire production lines of the food factory and food factory III and the oil factory have obtained the SQF9.0 certification to strengthen source management. Furthermore, its products have more stringent food safety quality standards and have been certified by GFSI, Aligning with international standards and driving the business to produce and sell products globally. We continue to strive for verification and award certificates of related management systems, and with such rigorous management systems and verifications serving as the company’s product quality assurance, we will increase the Company's product power to win the trust of society and of customers.

In a bid to enhance the lab’s testing professional capability, meet the requirements of quality consistency and improve the Company’s corporate image, we have introduced the ISO/IEC 17025 Testing Laboratory and was certified by TAF on June 15, 2021.

2. Verification of the construction of the pig production traceability system:

  • A. The Beidou Livestock Farm obtained National Animal Husbandry Foundation production background verification in September 2009 and is subject to verification each year. The production process of pig raising, vaccination, and feeding is made open and transparent to offer consumers our quality assurance. 2022/07/26 Validation is again passed by the National Animal Industry Foundation.

  • B. Regarding Taisun brand pork verification, it passed Carrefour CQL international quality certification in 2014. Together with Shang Lee slaughtering and cutting technology, Carrefour's management in France verifies its validity every two years, and it has already been sold in the Carrefour Free Brand Market.

  • C. 2022/12/31 Beidou Farm received the Excellent Meat Award by Changhua Meat Market.

3. Research and development

The Company continues to invest capital and manpower to develop new products and improve process technology. Furthermore, it seeks to master the source quality of formula raw materials. In response to future market demand, it promptly launches new products that meet hygiene, health and safety requirements, and that grasp the best profit opportunities.

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4. Successfully developed technologies or products in the most recent year

Year R&D results
2020 (1) Cool food: IP Summer Limited Edition Grass Jelly, IP Brown Sugar
Fresh Milk Tea, IP Classic Milk Tea, IP Osmanthus Black Tea, IP Double
Thai Milk, Grass Jelly Taro Milk Tea
(2) Food temperature food: Strawberry Black Tea for Audit Consumers,
Grape Black Tea or Audit Consumers, Lemon Black Tea for Audit
Consumers, Barley Black Tea, Barley Green Tea, Lemon Water, Oatmeal
with Chickpea, Mixed Congee Pumpkin & Quinoa
(3) SparklingWater: Lemon SparklingWater,Mango SparklingWater
2021 (1) Refrigerated food: IP Agar Winter Melon & Lemon QQ and PE
Original and Unsweetened Almond Milk
(2) Room temperature food: Mesona Tea, Nine0 Theory, Sea Salt
Lychee, Honey & Lemon Water, PET Passionate Black Tea for
audit consumer, Fresh Orange Green Tea
(3) Sparkling water: Fruit Vinegar Bubble Drink, Cheers Lemon
(4) BIB beverage machine concentrate: Apple Flavor Vinegar
2022 (1) Refrigerated food: PEnut effect almond milk (oat granules)
(2) Room temperature food:Salt Supply - Lemon,Fresh Fruit Water -
Strawberry,Adult Series PET bottle - Pineapple Tea,Green Plum
Tea,Honey Scented Black Tea,Oatmilk Peanut Soup
(3) Commercial food (No. 1 can B):Longan Purple Rice Red Bean,
Longan, Tremella, Lotus Seed, and Red Dates Soup
(4) Oil for business channel: Taisun cookingoil(18L)

5. Research and development expenses invested by the Company in the most recent year and up to the publication date of the annual report

Unit: NTD thousand

Year 2022 2023 as of April 30
Total cost 19,177 6,664

(IV) Long-term and short-term business development plans

1. Long-term business development plan

  • Oil products: Imported the international food safety and quality management system SQF (SafeQualityFood) and improved the oil product line to become a comprehensive and safe edible oil supplier. We upheld corporate social responsibility and our oil product specialization. Through innovative marketing methods, we are committed to promoting healthy oil knowledge, establishing a secure professional image in our oil products, and enhancing consumer preference and trust in the brand. We aspire to allow Taisun's edible oil enter every household in Taiwan and become a model of oil safety, and then to become the first choice of consumers, restaurants and food factories when buying edible oil.

  • Feed products: We imported the international food safety quality management system SQF (Safe Quality Food) in April 2016. We strive to establish a reliable feed image, with higher value towards the expanded aquatic feed market, enhancing our brand image, increasing market share, and actively cooperating with refrigeration factory operators to increase the price of fish to buy to create a win-win situation.

  • On June 16, 2020, Taiwan was removed from the list of food-and-mouth epidemic country, and in response to the import of U.S. pork in 2021, the Breeding Division of Taisun teamed up with Shanglee Foods. On

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October 22, 2020, Carrefour announced the introduction of the “blockchain technology” for its strictly selected pork sold in its stores. With its independence, traceability and transparency, coupled with the optimization of pasture, farming management, meat processing and storefront sales, a more comprehensive traceability is created. Since October 2020, Carrefour CQL pork farming management includes food inspection, water quality inspection, vaccine and medication tracking. Feeds for each stage is ensured that it meets the needs of different pig ages, and hormones or growth hormones are strictly banned. The source and composition for feeds or medicine used in the feeding process are known and traceable. Through scanning the QR code, consumers can learn about the information in relation to pork from the farm to the processing and slaughtering, allowing peace of mind when consuming meat.

In March 2021, Carrefour started to use skin packaging (reduced plastic) for the sale of pork, the

SHANG LEE FOOD CO., LTD. that the Beidou farm cooperates with began official production in March 2021.

On October 23, 2022, we participated in the Carrefour Food Transformation International Competition to vote in the "Carefully Selected Pork" competition.

  • Food products: The Company’s food products are mainly for the domestic market, and are actively customer-oriented towards natural health and development of high value-added products without additives or changes in innovative materials. We seen to expand brand market share, improving the Company's overall operating income and taking into account the optimal gross profit contribution. The business side is more actively deploying and integrating investment resources, improving the cost-effectiveness of the channel and further consolidating profits. To respond to international environmental protection trends and the issue of plastic reduction to protect marine life, we have built a new generation of iron and aluminum can production line to deepen the Company’s manufacturing strengths to make canned drinks.

2. Short-term business development plan

  • Oil products: In response to consumer trends, we focus on the development of highpriced good oil and continue to expand the sales volume of Taisun rice bran oil and sunflower oil with a health label, accumulate the image of the professional oil selected by chefs, and continue to study cooking oils with healthy concepts while maintaining the Company's leading position in the edible oil market.

  • Feed products: We proactively develop expanded feed market and strive for product diversification. ESG environmental sustainability-related plastic reduction issues include:

  • Reduce plastic packaging for raw materials and switch to bulk materials.

2. We at the same time encourage fishermen to reduce labor and plastic bag costs, while abiding by the ESG concept of environmental sustainability by switching from bagged feed to bulk feed.

  • Food products: The brands Cheers, Taisun Bing Jeon, and Taisun Pure Water are the main brands of packaged water beverages. And we continue to cultivate the energy drink market with the BUFF dual-effect beverage, bringing positive energy to consumers who need refreshment and a wide-awake outlook. With the popularity in sports exercises, our Salt Supply product

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is based on salt as the appeal for differentiation in entering the sports supplement beverage market. In addition to creating new brands, the company also continues to innovate classic brands. The "Taisun Fresh Fruit Water" is closer to the health and low-sugar needs of consumers today with the introduction of low-calorie refreshing honey lemonade. Subvert the traditional peanut soup flavor and use oat milk as the base to launch "Taisun Oat Milk with Peanuts" to open up a new dessert market. The "Nuts Effect Almond Milk" has just launched its oat granules and almond milk. Combining the dual nutrients of nuts and oats, one bottle of the drink can satisfy the daily requirements for Vitamin E and help the body with anti-oxidation. In 2022, the Company will distribute Sunkist's for the first time. In addition to consolidating performance in the food and beverage market, the Company will also expand into modern channels and new channels to rejuvenate the brand.

II. Market, production, and sales overview

(I) Market analysis

1. Main goods (services) sold (provided) by region

Region
Product
name
North Central South East Exported
Cooking oil 48% 43% 9% (Included in
South)
Soyflour 0% 98% 2%
Feedproducts 12% 26% 62%
Food and
beverages
54% 22% 5% (Included in
South)
19%

2. Market share

  • (1) Household oil products, 11%

  • (2) Food products (snacks), 49%

3. Future supply and demand conditions and market growth

  • (1) In respect to oil products, Taisun obtained international SQF certification in 2014, providing consumers with a safe choice to connect with international standards. We also became the first company to obtain halal certification in 2017 for our household oils, demonstrating values of mutual respect in a multicultural society. Taisun has been making a variety of oils for over 70 years and thanks to its expertise, Taisun has the most comprehensive production lines in the industry. At Taisun, we strive for food safety and are dedicated to promoting healthy oil knowledge, thus building ourselves a professional imagine also known as “Taisun - the all-around oil specialist”, insisting on providing consumers with alternatives that they can rely on.

  • (2) Feed products:

  • In terms of the future supply and demand situation and growth of the market, we will research and develop feeds that pose no contamination on water quality with natural raw materials and the latest equipment and technology. We will also enhance the palatability and flavor of feeds, so that the fish can maintain their health and energy, which will allow them to fully consume feed nutrients. We will do our utmost to maintain the safety of feeds while also providing a friendly breeding environment to improve product value and stable revenue.

According to the survey of feed production in Taiwan by the Council of Agriculture

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Executive Yuan, the market share is approximately 4%-5%.

  • (3) The overall domestic food and beverage industry market is active as major competing brands also continue to develop new products and invest in their brands. In terms of strengthening the market share of our existing brands, we aim to make our brands more efficient through advertising investment. We will concentrate on the management of existing brands such as Taisun Bing Jeon, Pure Water, Cheers, Mixed Congee, Grass Jelly, Salt Supply, BUFF, Nuts Effect Almond Milk and Sunkist. In 2022, our Bing Jeon brand continued the theme of “My Turn” communicates with the younger consumer group. Our Taisun Pure Water has been promoting the public welfare idea of “Taisun for Taishan” since 2019 and has been sponsoring elementary schools, junior high schools and senior high schools in Taishan District by providing subsidies and making sports towels and jerseys, making a contribution when it comes to nurturing new sports talents in Taiwan. The limited-time new product of Taisun Grass Jelly has created new highs in the popularity and discussion on the Internet, and the effect of brand rejuvenation has gradually emerged. The Health Promotion Administration recommends eating 1 tbsp of nuts a day in its dietary guidelines, as they provide powerful nutrients for health, prevent chronic diseases such as cardiovascular disease, and help maintain good health. In consideration of the inconveniences for consumers daily nuts intake, Taishan's first refrigerated almond milk brand, "Nuts Effect Almond Milk", has been recognized by many fans as it is convenient for consumers to supplement the nutrition of nuts with "drinking the nut".

BUFF has grasped the rising trend of energy drinks and launched products with taurine and vitamins B to provide consumers with the energy and nutrients they need. In 2022, the Company distributes Sunkist's for the first time, to consolidate the performance of the existing food and beverage channels and expand new channels to attract more young consumers to purchase.

4. The Company's competitive niche

  • (1) Excellent management team and a corporate culture of honesty and integrity

The company’s management team upholds a corporate culture of honesty and integrity. In addition to superb performance in business management, social responsibility and research and development capabilities, it can actively collect information, analyze consumer preferences, fully grasp consumer trends, and quickly enter niche markets. Although our Company falls within a traditional industry, in recent years it has actively recruited outstanding talent in the market. It continues to carry out organizational reform and corporate culture reengineering, with focus, chain repair, and results as the themes of reforms, periodically stimulating our continuous learning and growth.

  • (2) Excellent partners

The Company has excellent partners in manufacturing, marketing, research and technology development. Through the horizontal and vertical integration of resources, the most effective economic investments are used to create the highest value.

  • (3) Consumer-oriented product development

The Company is consumer-oriented and provides safe and excellent food and oil products that meet consumer needs. We constantly observe the pulse of society, collect market-related information to analyze and judge consumer preference trends, and actively develop products that cater to consumers' potential demand. We do so in order to enhance consumers' trust in the company, and to deepen brand loyalty and popularity, and strive for innovation and sustainable operations.

  • (4) Sound and complete marketing channels

The company has a sound and well-populated sales channel network, including

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modern and traditional channels such as CVS, mass merchandising, supermarket stores, and distribution, with products all over the country. In addition, the catering industry and e-commerce platform channels are actively developed, the sales network is more comprehensive, and the channels are effectively integrated to improve operating efficiency and efficiency.

  • (5) Perfect quality management and system verification

The Company’s management systems and products have been verified through programs such as the National Quality Award (NQA), Taiwan Quality Food Association (TQF), the Hazard Analysis Critical Control Point (HACCP) designation, and the Foundation for Food Safety Certification (FSSC 22000). Its health food brands of oil products and hot-filled bottle low-acid tea beverages have obtained US FDA approval for export; environmental protection packaging water carbon footprint verification, halal certification, and Anti-Additive Association. In order to comply with international trends and customer requirements, we are striving for laboratory certification preparation and verification of related management systems. The entire production line of the food factory and food factory III and the oil factory has obtained SQF9.0 certification, strengthened source management and rigorous food safety quality standards, and has been certified by GFSI, which is in line with international standards and drives the company's product sales worldwide.

In regard to certification of Taisun brand pork, the Beidou Livestock Farm obtained National Animal Husbandry Foundation production background verification in September 2009 and is subject to verification once a year. The production process of pig raising, vaccination, and feeding is made open and transparent to offer consumers our quality assurance. Furthermore, it passed Carrefour CQL international quality certification in 2014. Together with Shang Lee slaughtering and cutting technology, Carrefour's management in France verifies its validity every two years, and it has already been sold in the Carrefour Free Brand Market. With this rigorous management system and verification in place as the Company’s product quality assurance, it increases the Company's product power to win the trust of society and customers.

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5. Development outlook advantages, disadvantages, and measures taken in response:

Industry Advantages Disadvantages Measurestaken in response
Oils A. Our oil plant has obtained the
highest third-tier level of
international SQF certification in
addition to earning halal
certification. Food safety and
quality lead the industry in line with
international standards.
B. Health awareness is rising,
consumers are more accepting of
the price of oil products, and they
are willing to prudently choose
good quality oils.
C. Edible oil has stepped out of the
bottom of the food safety valley,
and its usage habits have changed
as consumers’ health awareness
increases, making health-oriented,
small packaging, and high-quality
the mainstream of the oil market.
A. The main raw materials are
imported from abroad, and the
price of raw materials is easily
affected by fluctuations in the
international market and the
cost is high.
B. The soybean processing
industry is more easily
affected by overall domestic
supply and demand.
C. The household oil market has
matured, and overall sales
growth has slowed down.
D. The oil safety incident caused
consumers to trust foreign
brand oil products and it has
not been easy to promote local
brands.
A. Establish a professional
procurement team, grasp the
dynamics of international
market information, and
respond to the risk of price
fluctuations.
B. Grasp product import and
export opportunities in response
to changes in overall domestic
supply and demand and
international market conditions.
C. Continue to research product
innovation, bring health
concepts into new products,
enhance brand value, and
strengthen marketing.
D. Establish an image of peace of
mind and trust with
international food safety and
qualitycertification.
Feed A. The depreciation cost of the
equipment of the feed factory is
relatively low, and the manufacturing
cost is relatively low, so it is quite
competitive.
B. The sales and R&D system primarily
rely on undergraduate-level
professionals who can be more
integrated into customer management
and solve customer husbandry and
management problems.
C. The Tianzhong plant is equipped
with advanced twin-shaft extruder
equipment, which can produce
aquatic floating feed with highly
competitive quality.
D. A netless grinder was installed at the
Tianzhong plant to grind the feed
into fine powder for the fish, so that
it can be fully absorbed in the
intestines to enhance quality
competitiveness.
E. The Taisun brand represents food
that connects the feed end to the food
pathway and creates value in the food
chain.
F.
Introduce SAFESTART foreign
safety training to improve personnel
safety awareness and improve the
safety environment.
G. Establish an energy committee group
to effectively reduce energy costs.



A. The factory is in the Central
region, and is only relatively
competitive in this region.
However, as the main aquatic
product market is in the South,
it is not easy to compete with
feed manufacturers in that
region due to increased
transportation fuel prices as
impacted byCOVID-19.
B. The main raw materials wheat,
soybeans and fishmeal are
mostly imported from abroad,
which are susceptible to
fluctuations in the international
market, and cost control is
relatively difficult.
A. Transportation is concentrated
in regional distribution,
reducing the ratio of
insufficient transportation
volume to fill tonnage.
B. In the off-season, flexible
vacations will focus on
production, and the M+3
demand will be stocked in
advance to share the solid cost,
and the burden of stocking in
the peak season will be
reduced.
C. Master the quotations of
international wheat, rapeseed
meal, domestic rice bran, flour,
and fishmeal every week to
track and aggregate trend
analysis charts, and report and
place orders to reduce purchase
costs.
D. Rental of aquatic feed
warehouses for finished
products to facilitate
distribution needs.
Food and
beverages
A. With more than 13 major brands, the
quality is trusted by consumers,
including Taisun Mixed Congee,
Taisun Grass Jelly, Taisun Pure
Water, Taisun Bing Jeon, Taisun
TwistWater, Cheers, Cha Chi Chu,
Big Straw, BUFF, Nuts Effect
Almond Milk, Salt Supply, Jenguyi
Mixed Congee Pumpkin & Quinoa,
Sunkist and so on.
B. Possessing professional and
exclusive technology and equipment
in the field of highly technically
proficient canned sweets and
granular beverages.
C. Proactively develop new products,
new brands and replicate successful
experiences in order to create food
and beverage experiences that exceed
consumer expectations.
D. Adopt a centralized and more
effective marketing communication
method.
E. Enter into aluminum can and gas
technology.

A. The scale of modern channels is
expanding day by day, and the
requirements for channel costs
are constantly increasing.
B. Food and beverage entry
barriers are low and
competition is fierce.
C. Brand investment costs are
high.
D. The cost of packaging materials
and raw materials is rising.

A. Integrate channels and brand
investment resources and
supporting facilities to improve
cost-effectiveness and achieve
profit targets.
B. Persist in the development of
new products that are natural
and healthy with few additives,
and ensure a safe and reliable
source of raw materials.
Enhance the sense of product
value, and create
differentiation.
C. Closely monitor the cost trend
of raw materials and respond as
soon as possible to reduce
adverse effects.

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  • (II) 1. The purposes and production processes of our main products:

    • Oil products: Soybean flour (for feed ingredients), salad oil (for household and restaurant cooking).

    • Feed products: Various forms of aquatic feed.

    • Food and beverages: Snacks that can be eaten when opened, and thirst quenching solutions in an open bottle.

  • Production processes of main products

(1) Production process of the oil factory

==> picture [431 x 437] intentionally omitted <==

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

Raw sovbeans
Cleanup
Broken
Conditioning
Tablet
Defaned soybean
Crude oil Solvent extraction
meal
Deeumming
Deacidification Drying
Decolorization
Crushing
Deodorizing
Salad oil Soy flour Feed
Blended oil Other natural vegetable oils
Packaging finished
products Packaged product blended oil series
Salad oil series
18L, 18K, 5L, 3L 5L, 3.75L, 3.3L, 3L
2.6L, 2L, I.SL, IL 2.6L, 2.4L, 2L, I .SL
0.6, 0.5L, 0.3L... I L, 0.6L, 0.5L, 0.3L...
Oil packaging manufactured by Central Union Oil Corp.
----- End of picture text -----

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(2) Production flow chart of feed factor

==> picture [422 x 538] intentionally omitted <==

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

Raw
Drugs
materials
Deployment Ingredients
Secondary processing
High speed High speed
Granulation
crushing crushing
Granulation
Aquatic products
Livestock Livestock
(Fish) feed
feed feed
bulk
Powdered packaging Granular packaging Granular
Powdered bulk
----- End of picture text -----

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(3) Process drawing of main products of food fac tory

A. Grass Jelly

==> picture [150 x 545] intentionally omitted <==

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

Fairy grass
Peeling and
dicing
Emptying the
tank
Solids filling
Sugar liquid
preparation
Sugar water
filling
Ingredients
wcighing
Degassing
Scaling
Cage
Sterilization
Quality
inspection
Packaging
stacking
Product
storage
----- End of picture text -----

B. Mixed congee

==> picture [222 x 487] intentionally omitted <==

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

Pretreatment
Putting in cans
Filling
Sugar liquid
Feed
preparation
Degassing
Scaling
Sterilization
Finished
product
Warehousing
Stacking
----- End of picture text -----

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(III) Supply status of main raw materials

The main raw materials of the Company's food and beverage products include peanuts, red beans, dried longan, dried grass, sugar, mung beans, etc. The supply sources are mainly domestic and some are imported. The raw materials for oil products are bulk materials, mainly soybeans. The supply of soybeans is from the U.S. and Brazil and imported or jointly purchased. The raw materials for feed products are wheat and soy flour; wheat is supplied from the U.S, while soy flour is supplied from Taiwan. Since the Company’s bulk material and raw material suppliers are mainly international large grain groups or well-known trading companies, these companies not only generally value their original reputations, but also have numerous locations around the world, so they can offer in-depth understanding of the quality of raw materials. Furthermore, they can consistently provide raw materials that meet specifications. (IV) The names of customers who accounted for more than 10% of the total purchases (sales) in any of the year in the most recent two years, their purchases (sales) amount and proportion, and the reasons for the increase or decrease.

(1) Information on major suppliers

(1) Information on major suppliers (1) Information on major suppliers (1) Information on major suppliers (1) Information on major suppliers
2021 2022 2023 as of the previous quarter (Note 2)
Item Name Amount Percentage of
total annual net
purchases (%)
Relationship
with the
issuer
Name Amount Percentage of
total annual net
purchases (%)
Relationship
with the
issuer
Name Amount Percentage of net
purchases in the
current year as of the
previous quarter (%)
Relationship
with the
issuer
1
100188 869,156
10.96
Non-related
person
100191 1,342,792
13.94
Non-related
person
~~100189~~ 624,964 28.98 Non-related
person
2
100783 545,996
6.88
Non-related
person
100195 829,017
8.60
Non-related
person
~~500774~~ 250,830 11.63 Non-related
person
3
100702 531,460
6.70
Non-related
person
100188 680,304
7.06
Non-related
person
~~101053~~ 147,716 6.85 Non-related
person
4
Other 5,984,550
75.46
Other 6,782,951
70.40
Other 1,132,729 52.54
Netpurchase 7,931,162
100
Netpurchase 9,635,064
100
Netpurchase ~~2,156,239~~ ~~100~~

Note 1: List the names of suppliers with more than 10% of the total purchases in the last two years and their purchase amounts and proportions. However, if the name of the supplier cannot be disclosed due to contractual agreements or if the transaction party is an individual and a non-related person, this can be disclosed with a code name.

Note 2: The first quarter of 2023 is accountant-reviewed financial information is available

Reasons for the increase or decrease of major purchasing customers from last year: The main suppliers all purchase soybeans, and the main system is through bidding. The main factors of change are due to the abundant supply of US West Coast goods and their relatively low quotations.

(2) Major sales customer data

2021 2021 2021 2021 2022 2022 2022 2022 2023 as ofthe previous quarter(Note2) 2023 as ofthe previous quarter(Note2) 2023 as ofthe previous quarter(Note2) 2023 as ofthe previous quarter(Note2)
Item Name Amount Percentage of
total annual net
sales (%)
Relationship
with the issuer
Name Amount Percentage of
total annual net
sales (%)
Relationship
with the
issuer
Name Amount Percentage of net
sales for the year
ended the previous
quarter(%)
Relationship
with the
issuer
1 C0002 2,625,270
26.40
Relatedperson C0002 2,904,789
26.24
Relatedperson C0002 710,198 26.80 Relatedperson
2 C1000-H002 732,226
7.36
Non-related
person
C1000-H002 824,483
7.45
Non-related
person
C1000-H002 191,976 7.24 Non-related
person
3 C0003 389,980
3.92
Related person 100000145 378,112
3.42
Non-related
person
1000000199 148,358 5.60 Non-related
person
4 Other 6,197,502
62.32
Other 6,962,056
62.89
Other 1,599,275 60.36
Net sales 9,944,978
100
Net sales 11,069,440
100
Net sales 2,649,807 100

Note 1: Note 1: List the names of customers with more than 10% of the total sales in the last two years and their sales amounts and proportions. However, if the name of the customer cannot be disclosed due to contractual agreements or if the transaction party is an individual and a non-related person, this can be disclosed with a code name. Note 2: The first quarter of 2023 is accountant-reviewed financial information is available

Reasons for the increase or decrease in major sales customers compared with last year: There is a slight difference between major sales customers compared with last year mainly due to the impact of COVID-19.

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(V) Production value for the last two years

Table on the production value for the last two years

Units: Thousand containers, tons, NTD thousand

Year
Production
value
Major products
(or department)
2022 2021
Capacity Yield Output value Capacity Yield Output value
Oil factory 240,000 229,697 6,248,492 240,000 229,613 5,153,486
Feed mill 36,000 16,677 422,595 36,000 16,833 369,448
Food factory 28,055 17,654 2,852,197 28,055 15,880 2,438,539
Service 390,856 387,881
Lease 1,222 1,392
Total 9,915,362 8,350,746

(VI) Sales volume and value for the last two years

Table for the sales volume and value for the last two years

Units: Thousand containers, tons, NTD thousand

Year
Value of
sales volume
Major products
(ordepartment)

2022

2022

2022

2022
2021 2021 2021 2021
Domestic sales
Volume
Value
Exports Domestic sales Exports
Value Volume
Value
Volume Value Volume
Value
Oil factory 232,286 6,268,442 243,900 5,671,054
Feed mill 17,216 443,426 16,720 404,947
Food factory 17,008 3,520,591 2,904 408,872 13,476 3,112,201 2,332 333,159
Service 415,876 415,952
Lease 12,233 7,665
Total 10,660,568 408,872 9,611,819 333,159

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III. Data on employees in the most recent two years and as of the publication date of the annual report

Year 2021 2022 Current year ended
March 31, 2023
Number of
employees
Employee 610 599 600
Technical staff 142 168 166
Managers 184 187 188
Total 936 954 954
Average age 42.57 42.83 42.83
Average years of service 10.06 9.88 9.94
Education
distribution
ratio
PhD 0% 0% 0%
Master Degree 6.73% 6.92% 7.13%
University 45.3% 45.39% 45.49%
Senior High School 35.79% 36.37% 36.16%
Below high school 12.18% 11.32% 11.22%

Note: Excluding contract personnel

IV. Environmental protection expenditure data

  • (I) The total amount of losses and sanctions incurred due to environmental pollution in the most recent year and as of the publication date of the annual report
Year
Item
2022 2023as of the printing date of the
annual report
Type of condition Air Pollution Control Act None
Sanctioning unit Environmental Protection Bureau,
Changhua County
None
Penalty amount $510,000 $0

(II) Future measures to be made in response:

The Company's promotion and management of environmental pollution improvements:

1. Operation of environmental pollution improvements:

  • (1) At our food factory, palm kernel shells have been used since 2014. We have also switched to wood pellet biomass fuels made from pruned roadside branches or recycled agricultural and forestry waste including driftwood in 2018. As a means to meet higher standards of air pollution emissions, we also began to use fuel made from pelletized log shaving to reduce the generation of slag and dioxins in 2020. By making efforts to recycle and reuse, we at the same time reduce CO2 emissions which is beneficial to the environment. With the use of pure wood pellets for raw materials in 2020, we further improved the combustion rate. The slag output was significantly reduced by 65.57 tons, or 48%.

  • (2) In order to cooperate with the government to reduce the pollution from factory boiler flues, the aquatic feed factory installed a boiler scrubber in October 2017 to allow the emitted suspended particulates and sulfur oxides to comply with regulations. In addition, the boiler of the second plant of Taizhong Foods was also changed to use natural gas as fuel in September 2019, and the aquatic product plant also replaced the boiler fuel in November 2019. Regular inspections were carried out in and the results met the new regulatory emission standards; the combustion efficiency was also increased from 83% to 91.7%. Furthermore, through the

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manufacturer's assistance in monthly testing of combustion efficiency and emission gas monitoring, this will greatly reduce the pollution caused by boiler combustion emissions. In line with the EPA’s stationary source emission standard amended on July 1, 2020, our food factory also began to use the light cracking oil since March 2020. Although such method is only for short-term, it required no equipment replacement to meet the air pollution standard.

  • (3) There are 4 qualified personnel in the production factory who have obtained the wastewater treatment certificate; 5 have obtained the air pollution prevention certificate; and 5 have obtained the waste disposal certificate, as the management of environmental protection operations in the plant.

  • (4) The food plant of the Company has conducted regular testing for the boiler steam generation process once every six months in November 2020, and the regular testing results have been reported online in December 2020. The reported SOx concentration correction value is 66ppm (emission standard: 50ppm of sulfur oxides), and the test result fails to meet the requirements of the boiler air pollutant emission standard, in violation of Article 20 Paragraph 1 and Paragraph 2 of the Air Pollution Control Act, a penalty of NT$510,000 was imposed in March 2022, plus 2 hours of environmental lecture.

2. Future improvements and practices:

  • (1) Promote energy-saving policies, implement various cost-saving projects, and take volume reduction and waste reduction as the phased goal, combined with the implementation of the 5S movement, to maintain the effective results of waste reduction and volume reduction.

  • (2) Promote the implementation of boiler efficiency improvement projects, with the main objective of improving efficiency and heat source recovery.

  • (3) Integrate the cooling water system of the factory area and plan the facilities for recycling and reuse.

  • (4) Continue to promote the weight reduction plan of product packaging materials and evaluate the feasibility of using environmentally friendly packaging materials.

  • (5) Proposed the renewal plan for the air pollution control equipment of bio-mass boiler, and it was completed in February 2023.

3. Estimated environmental protection expenditures in the next two years:

Year
Item
2022 2023
Equipment and operating costs NT$3.92 million NTD 33.4 million
Packaging material
environmentalprotection fees
NTD 49.35 million NT$51.82 million

4. Impact after improvement:

  • (1) Meet the Environmental Protection Administration's wastewater discharge water quality standards, and achieve the goal of zero pollution and zero environmental damage.

  • (2) Cooling water is recycled and reused to effectively use water resources.

  • (3) Reduce the amount of waste water produced and reduce the amount of discharge to save treatment costs.

  • (4) Reduce the use of product packaging materials, in line with the concept of environmental protection and energy saving.

  • (5) Boiler chimney emissions to comply with laws and regulations, effectively reducing air pollutants.

  • (6) To fulfill social responsibilities, enhance customers' trust in environmental protection and product quality, and further gain public recognition of the Company so as to increase product competitiveness and market share.

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V. Labor relations

(I) The Company's various employee welfare measures, further education, training, retirement systems and their implementation, as well as the agreement between labor and management, and various employee rights protection measures

1. Employee benefits

  • (1) In order to provide diverse welfare measures and welfare subsidies applicable to all employees, we have established the Taisun Enterprise Co., Ltd. Employee Welfare Committee in accordance with the law, as well as the Employee Welfare Committee of Pin-Tai Distribution Enterprise Co., Ltd. to handle various welfare projects. In addition to the welfare measures that comply with the law, we also have other welfare measures going beyond these requirements, such as lunch subsidies, employee dormitories and guest houses, flexible working hours, relaxation time, massage booths, and employee stock ownership trusts, in addition to employee emergency relief measures, and Employee Assistance Programs (EAP), satisfying employees' personal and family care needs and creating a happy workplace environment.

  • (2) In order to provide a comprehensive welfare system applicable to all employees, and to meet the needs of employees' personal and family care, the Company established the Taisun Enterprise Co., Ltd. Employee Welfare Committee and the Employee Welfare Committee of Pin-Tai Distribution Enterprise Co., Ltd. We have set up the positions of committee members, director-general, and secretary in accordance with relevant regulations, have established a comprehensive welfare system for all employees, and have tried to take care of employees and their families. The Company allocates 0.05% of the total business to the welfare fund every month, and 0.015% of the employee’s salary is invested in the welfare fund every month as well. Furthermore, in accordance with management measures we provide marriage ceremony stipends, funeral subsidies, childbirth subsidies, housing subsidies, hospitalization condolences, natural disaster condolences, education grants, departmental vitality activities, cultural and recreational activities, club activities, Senior Citizens’ Day and New Year's Day gifts, and other special resolution subsidy projects.

  • (3) An Employee Stock Ownership Trust and Savings Association has been established to encourage employees to save long-term, improve financial management channels, and protect their future lives, and to invest in Company stocks as the main purpose. It has five members, and the members are elected by the general meeting to carry out conference affairs. Limited to regular employees who have served the Group for two years, they are allocated monthly from employee salaries, bonuses or other income. The Company's relative allocation ratio is adjusted annually according to the situation, at least 30% or more. Employees can still retain their membership after retirement. If they continue to serve the Company, they can continue to enjoy the Company's relative subsidy.

2. Talent cultivation and inheritance

In the knowledge-based economy era, human resource development is the foundation of a company's sustainable operation and growth. For external potential talents, we actively establish diversified recruitment channels to attract the right talents for the right places. For internal talents, we invest with our hearts and arrange diversified professional and management function training according to different job levels to enhance the competitiveness of employees.

In terms of education and training, in response to the Company's business philosophy (core functions - pragmatism, empathy, diligence), core values (reliability, innovation, team spirit), and vision (a good family), we conduct educational trainings

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requirement survey analysis each year and prepare the budget based on the needs of each department to provide employees with comprehensive education and training resources. From new recruits to managers of all levels, the Company has a comprehensive training program designed to cover strategic, core, managerial, professional, general education, new recruits, and personal learning and growth. We have effectively improve the quality of the Company's human resources, enrich the knowledge, skills and attitudes employees are equipped with when performing various duties, and stimulate employees' potentials, so that the development of the Company is closely linked to the development of employees' talents.

Due to the COVID-19 pandemic in the first three quarters, the Company has reduced physical training courses but under the high level epidemic prevention measures, we continue to organize strategic courses for advanced and mid-level managers, courses on management for all management levels, professional functions, general education for all employees, new recruits training, online readings sharing and so forth diverse trainings. In 2022, a total of 21,132 people have completed the training, totaling 14,225.5 hours.

  • (1) Implement education promotion on "Ethical Corporate Management Best Practice Principles and Operating Procedures and Guidelines for Conduct", "Operating Procedure for Prevention of Insider Trading", "Declaration of Human Rights", "Sexual Harassment Complaint and Handling Procedure", and " Prevention Program for Unlawful Violence in the Performance of Duty". This is to prevent employees from breaching relevant laws and regulations accidentally or intentionally, resulting in litigation or damage to their reputation.

  • (2) Based on the essential points of continuing education for directors/supervisors of TWSE/TPEx-listed companies, so that directors/supervisors can meet the requirements for the number of years of continuing education and understand new investment trends, a course on "New Trends and Best Practice Principles of ESG Responsible Investment" was held.

  • (3) On par with future environmental protection, carbon reduction and global trends, we organized a strategic course on “Carbon Inventory Education and Training” and invited experts to guide the carbon inventory in order to build up basic management capability for carbon calculation. By doing this, we are able to facilitate effective carbon reduction management so as to work toward the goal of obtaining ISO 14064-1 international standard verification.

  • (4) In response to the amendments to the "Operational Guidelines for Preparation and Filing of Sustainability Reports by Listed Companies," the courses on "TCFD (Climate-related Financial Disclosures) and SASB (Perpetuity Accounting Standards Board)" and "Guidelines of GRI 2021" were held to improve the quality of ESG reports.

  • (5) To promote the Company's territory and explore new business opportunities, seminars were held on "Analysis of Local Creativity Films and TV Productions in Japan" and "Business Opportunities for Senior Citizens in the Local Creativity Era."

  • (6) In response to the start of the performance evaluation management to enable managers to conduct face-to-face communication with a positive attitude and from an objective point of view, a course on "Practical Skills in Performance Interview" was launched.

  • (7) In order to systematically translate professional knowledge and skills into standard courses, improve employees' ability to produce teaching materials, and develop online teaching skills, the "Internal Lecturer Training" course is held to standardize and systematize the Company's internal knowledge transfer.

  • (8) Implement health and safety education and training, including occupational safety and health courses for new recruits, workplace safety protection education and training, health seminars and other general courses, to improve employees'

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awareness of work safety and health knowledge.

  • (9) In response to the epidemic driven by distance learning, we continue to use digital learning resources (Common Wealth Leader Campus) to meet the need for management functions of managerial employees and develop trend insight capabilities for supervisors. For non-managerial employees, we provide sources for self-learning channels in developing good habits of learning little by little.

2022 Employee Training (Employee Type)

Gender No. of
Persons
Persons/H
ours
Supervisors Production
Personnel
Marketing
Personnel
Administrative
Personnel
Total Average
Male 396 No. of
Persons
9,374 2,193 929 1,082 13,578
Proportion 73.5% 55.6% 70.1% 34.7% 64.2%
No. of
Hours
3,692.0 2,624.0 920.4 1,118.0 8,354.4 21.1
Proportion 72.5% 57.9% 65.7% 34.7% 58.6%
Female 265 No. of
Persons
3,387 1,750 397 2,036 7,570
Proportion 26.5% 44.4% 29.9% 65.3% 35.8%
No. of
Hours
1,402.2 1,910.6 479.5 2,099.5 5,891.9 22.2
Proportion 27.5% 42.1% 34.3% 65.3% 41.4%
Total 661 No. of
Persons
12,761 3,943 1,326 3,118 21,148
No. of
Hours
5,094.3 4,534.6 1,399.9 3,217.5 14,246.3 21.6

2022 Employee Training (Function)

Gender Training
**System **
Self-
**Motivation **
Professional
Functions

Liberal
**Education **
Strategic Newcomer
Training
Management
Functions
Total
Male No. of
Persons
53 244 12,978 81 153 69 13,578
Proportion 50.5% 62.1% 64.5% 57.9% 55.6% 65.1% 64.2%
No. of Hours 53.0 1,016.0 6,428.9 257.0 167.0 432.5 8,354.4
Proportion 50.5% 60.8% 58.0% 57.2% 57.4% 67.0% 58.6%
Female No. of
Persons
52 149 7,151 59 122 37 7,570
Proportion 49.5% 37.9% 35.5% 42.1% 44.4% 34.9% 35.8%
No. of Hours 52.0 654.2 4,656.2 192.0 124.0 213.5 5,891.9
Proportion 49.5% 39.2% 42.0% 42.8% 42.6% 33.0% 41.4%
Total No. of
Persons
2016 393 20,129 140 275 2017 21,148
No. of Hours 105.0 1,670.2 11,085.1 449.0 291.0 646.0 14,246.3

3. Retirement system and implementation

Our retirement application and grant standards are handled in accordance with the “Labor Standards Act” and “Labor Pension Act”. Prior to retirement, we organize a farewell party for the employee who is due to retire and such employee will be awarded a “Taisun Achievement” medal as a token of our gratitude and blessings. Employees who opt for the new pension system - their years of service will be retained and their pension paid upon retirement in accordance with the Workers' Retirement Reserve Funds. The years of service for those who opt for the new system will be subject to the requirements of the “Labor Pension Act”, meaning 6% of their monthly pension contributions is paid to their personal labor pension account set up by the Bureau of Labor Insurance. Since 2020, wage contributions have been adjusted every three

130

months, better than twice a year prescribed by the law. In doing this, we ensure that the employees’ retirement contributions are more consistent with their wages. Contributions for employees who opt for the old pension system are allocated in accordance with Article 56 of the “Labor Pension Act”. At present, the account balance exceeds the demand by a large amount. In order to protect the rights and interests of our employees for their future retirement, 2% of their monthly wages is allocated to the pension reserve account of Bank of Taiwan. As the account has excess reserves, based on the idea of the revitalization of retirement management, and take into account operational needs, manpower needs and legacy, we consult employees who have served the Company for over 30 years for their willingness to be rehired after their seniority is settled by retiring. By taking this approach, employees are able to use their pension in advance and continue to work for the Company and be eligible for contributions under the new labor pension system.

4. Interaction between labor and management and various employee rights protection measures

The Company supports and implements relevant international norms and standards, as well as relevant laws and regulations on labor and gender equality in the places where it operates. Our management policies for promoting human rights and protecting labor rights are as follows:

  • (1) Protecting the rights and interests of employees: Regarding employees as the most important partners, all employees formally sign the “Employee Service Contract”. In addition, employees are notified in advance prior to major operational changes that seriously affect the rights of employees, in compliance with government labor laws.

  • (2) Freedom of employment: forced labor and child labor are prohibited, and employees have the right to resign freely with reasonable notice.

  • (3) Eliminate unlawful discrimination to ensure equal employment: recruit suitable talent based on the principles of fairness, justice, and openness. The recruitment policy is based on equality of human rights. All candidates have equal opportunities and are based on the ability of candidates. There is no discrimination based on race, color, gender, religion, politics, nationality or social origin, or physical or mental disability.

  • (4) Respect for privacy: protect the legality of the collection and use of personal data, and use written documents to enable employees to understand, allow and agree to the purpose and category of the collection and processing of personal data, as well as the period, region, object and method of the Company's use of personal data, and the rights it can exercise.

  • (5) Compliance with basic salary requirements: Provide employees with minimum wages and benefits that meet or even exceed the minimum required by laws and regulations.

  • (6) Oppose bullying and harassment: do not force or coerce any unwilling person to perform labor services, and prohibit harassment, physical abuse, or threats.

  • (7) Provide a safe, hygienic, and healthy working environment: Continuously improve hardware facility standards and safety and health operating procedures, and actively construct a safe and hygienic working environment to prevent occupational injuries and diseases, and ensure labor safety and health.

  • (8) Create a happy workplace with work-life balance: use treatment of family members to promote health promotion activities and clubs to encourage colleagues to participate independently. Manage and analyze working hours and vacation status, reduce the risk of overwork, and implement the concept of “worklife balance”.

  • (9) Support employee growth and career development: Provide training plans, training time and funding subsidies, encourage employees to take the initiative to

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make arrangements, keep pace with the times, improve the completeness of capabilities, and develop suitable talent.

  • (10) Encourage employees to participate in public welfare and increase the influence of public welfare: uphold the spirit of “good for one family, good for all families” to encourage colleagues to participate in public welfare activities such as assisting community development and caring for the disadvantaged, improving quality of life, and passing on the power of a positive and good society.

  • (11) In order to achieve the purpose of full communication, symmetry of information, communication and response, and effective problem solving with employees, there are labor-management meetings, irregular departmental meetings, and symposiums held at least once a quarter; there is also an employee care complaint and ethical reporting mailbox ([email protected]). At the same time, in accordance with the rights granted to employees by the law, the Company does not interfere or intervene in the freedom of association of its employees.

5. Protective measures for working environment and personal safety of employees

  • (1) Occupational safety and health committee: In order to ensure labor safety and implement disaster prevention management, the Company establishes an occupational safety and health management unit in accordance with the Occupational Safety and Health Act and related regulations. It is responsible for the formulation, planning, supervision, and promotion of occupational safety and health management. Furthermore, it guides relevant departments to implement safety and health education and training, protection against dangerous equipment, emergency response procedures, disaster prevention drills, and work safety analysis. The Company has established an Occupational Safety and Health Committee in accordance with the law. The main management framework of the Committee includes personnel management, equipment management and environmental management.

  • (2) Hazard prevention and health promotion: implement various job safety promotion and inspections to strengthen the awareness of the hazards faced by plant colleagues and the correct attitude of safety protection. Handle health and safety seminars and publicity of hazardous work lists to strengthen the safety awareness of specific objects, and establish a safety education and training system to achieve the safety of all employees at work. Include the implementation of the 5S campaign in the unit performance appraisal to improve the working environment. Perform emergency response simulation exercises (fire fighting, water cutoff, and power outages) to improve the effectiveness of protections. Conduct regular monthly inspections of the environmental sanitation and public safety of foreign workers’ dormitories to enhance the protection of foreign colleagues’ housing rights. Formulate four major emerging hazard prevention plans in the workplace to increase the importance of labor safety and health care.

  • (3) Employee safety management results: continuous presence of factory doctors and factory nurses for on-site services, nursing staff labor health services, visually impaired massage services and health check-ups, etc., to improve the level of employee healthcare. In respect to employee safety management, we check and improve fire protection measures to comply with fire protection regulations, learn from industry TPM experience and transform it into internal improvement motivation, and beautify the environment to enhance employee compliance. According to the work attributes of employees, we provide regular education and training to ensure the personal safety of employees, such as firefighting first aid training, first aid personnel training, occupational safety and health training, plant safety training, etc. This covered a total 881 person-times and 1208.5 hours.

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  • (II) Losses incurred due to labor disputes in the last two years and as of the publication date of the annual report, the estimated amount and corresponding measures that may occur at present and in the future: None.

VI. Cyber Security management

(I) Provides the cyber security risk management framework, Cyber Security Policy, specific management plans and cyber security management resources invested:

The Company has established an information security risk management framework and formulated an information security policy and specific management plan:

  1. Cyber security management strategy and structure

  2. (1) Information security organization and operations:

The Company’s information security authority is the information department. There is also an information security management committee composed of personnel above the head level of the information department. Beneath them, there are information security task team, information security audit team, and emergency response team. These teams coordinate information security-related policy formulation, implementation, risk management and compliance audits. The top supervisor of the information security management committee reports to the Board of Directors on the effectiveness of information security management and information security-related issues and directions on an annual basis.

We implement the information security strategy formulated by the information security management committee to ensure that the internal personnel comply with information security-related guidelines, procedures and regulations. Furthermore, the information security management committee holds a review meeting every year to go over and resolve the information security policy, implementing the effectiveness of the security management measures. The information security audit performs an internal audit every year, while the Company’s audit department performs an information security audit every year. If there is any deficiency, it is required to propose relevant improvement plans and report to the board of directors, and regularly track the improvement results to reduce internal information security risks. The operation and execution of information security risk management in 2022 will be reported to the Board of Directors on 2022/12/23.

  • (2) Information security policy:

The Company responds requirements of internal and external factors concerning cyber attacks, regulatory compliance, manufacturer cooperation regulations, internal and external risk control audits, and so on. In January 2018, based on ISO27001 and considering the Company’s operating characteristics, it developed consistent and appropriate information security system documents and control measures covering information-related management links. This includes policies, organizations, personnel, physical environment, network security, operation management, access control, development and maintenance, information security incidents, disaster drills, etc. According to the planning, implementation, audits and action management cycle, the applicability of the information security policy and protection measures are examined.  Additionally, the implementation status is regularly reported back to the information security management committee to further ensure the continuous operation of business activities and the stable use of information services.  Ensure the confidentiality,

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integrity and availability of the information assets in custody, and protect the privacy of personnel data.  Establish an information business continuity operation plan, and implement information business activities that meet the requirements of relevant laws and regulations.

(3) Specific management measures:

Type Explanation Related management measures
Authorization
management
Personnel account, authorization
management and system
Measures for the management of
operational behavior
Personnel account authorization
management and review
Regular inventory of personnel account
permissions
Access control Personnel access to internal and
external systems and data
Control measures for transmission
Internal/external access control measures
External threats Channels of infection and
preventive measures
Host/computer update measures
Firewall protection
Virus protection and malware detection
System
availability
System availability and handling
measures when
service is interrupted
System/network availability status
monitoring and notification mechanism
Contingency measures for service
interruption
Local/remote backup mechanism
Regular disaster recovery drills
Personnel
training
Personnel information security
awareness training measures
Information security advocacy education
required for newly reporting personnel
Regular company-wide information security
advocacy
Social engineeringwalkthroughs

2. Cyber security risks and response measures:

Although we have built network and computer-related information security protection measures, we will prudently response to the Company’s computer systems with important operations and accounting and other functions for complete protection from network attacks by third-party systems. Under the situation of a serious cyber, our system may lose important company data and shipments may also suffer. Malicious hackers are able to attempt to import computer viruses and ransomware into our network systems to interfere with operations of the Company. They may also extort or blackmail to gain control over computer systems or to spy on confidential data. These attacks may cause the Company to suffer as a result of delayed or interrupted orders, leading to the Company having to compensate the customer for losses. As well as this, such occurrence may also expose the Company to liability with respect to legal investigations arising from leaks of information from employees, customers or third parties, to whom the company has a duty of confidentiality. At Taisun, we continue to review and evaluate our information security rules and procedures and introduce new technologies to enhance endpoint protection and information protection, strengthen employees’ information security awareness and social engineering exercises. By making this effort, we ensure the suitability and effectiveness of the rules. We hope to ensure that the Company will not be impacted by new risks and attacks in the face of rapidly changing information security threats.

  • (II) Losses, possible impacts and countermeasures as a result of major cyber security incidents in the last year up to the publication date of this annual report, state the reasons if losses cannot be reasonably estimated: None.

134

VII. Important contracts

Contract nature Parties Contract start and end dates Primary content Restriction clauses
Engineering
contract
ShinChang Natural
Gas Co.,Ltd.
2022.06.06~2023.06.05 (Two
months prior to the expiry date, the
extension will be automatically
renewed for one year if there is no
objection bybothparties)
Natural gas equipment
installation engineering
Not to be transferred or
loaned to a third party
Engineering
contract
UHO TECHNIQUE
& ENGINEERING
CO., LTD.

2022.12.20~2023.03.15
Replacement of 160HP
dehydrator in a refrigeration
line
Procurement
contract
Matsu Distillery 2022.09.01~2025.08.31 Matsu Distillery distribution
Repayment of long-
term borrowings
Jih Sun
International Bank
2020.10.30~2023.07.21 Guaranteed loans As stipulated in the
credit agreement
Repayment of long-
term borrowings
Taishin Bank 2020.11.04~2023.11.03 Guaranteed loans As stipulated in the
credit agreement
Repayment of long-
term borrowings
DBS Bank 2021.10.15~2024.10.15 Credit loans As stipulated in the
credit agreement

135

Six. Financial Overview

I. Condensed balance sheet and income statement for the most recent five years

(I) Condensed balance sheet and statement of comprehensive income data

1-1 Condensed balance sheet: International Financial Reporting Standards (consolidated statements)

Unit: NTD thousand

Year
Item
Year
Item
Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial
information for
the current year as
of March 31, 2023
(Note 4)
2022 2021 2020 2019 2018
Current assets 12,100,730 4,581,044 3,218,671 3,561,612 3,311,667 No relevant
information
Disposal of property,
plant and equipment
(Note 2)
1,988,740 1,947,298 1,798,417 1,714,062 1,680,695
Intangible assets 612 1,869 4,411 7,045 11,035
Other assets
(Note 2)
2,564,522 4,108,065 4,218,766 3,946,628 3,803,605
Total assets 16,654,604 10,638,276 9,240,265 9,229,347 8,807,002
Current
liabilities
Before
distribution
3,856,578 2,361,918 1,375,246 1,698,218 2,016,635
After
distribution
(Note 3) 2,861,917 2,075,245 2,148,217 2,416,634
Non-current liabilities 230,167 1,285,231 833,417 925,956 387,658
Total
liabilities
Before
distribution
4,086,745 3,647,149 2,208,663 2,624,174 2,404,293
After
distribution
(Note 3) 4,147,146 2,908,662 3,074,173 2,804,292
Shareholders Equity
Attributable to Parent
Company
12,562,672 6,985,982 7,026,465 6,599,888 6,397,441
Share capital 4,999,990 4,999,990 4,999,990 4,999,990 4,999,990
Additional paid-in
capital
1,006,742 993,134 974,083 961,786 950,900
Retained
earnings
Before
distribution
6,731,611 1,302,687 1,332,145 949,056 774,810
After
distribution
(Note 3) 802,688 632,146 499,057 374,811
Other equity interest 28,205 (105,953) (75,877) (107,068) (124,383)
Treasury shares (203,876) (203,876) (203,876) (203,876) (203,876)
Non-controlling interests 5,187 5,145 5,137 5,285 5,268
Total
equity
Before
distribution
12,567,859 6,991,127 7,031,602 6,605,173 6,402,709
After
distribution
(Note 3) 6,491,128 6,331,603 6,155,174 6,002,710
  • Note 1: All annual consolidated financial reports have been verified by accountants.

  • Note 2: No asset revaluation was conducted in any of these years.

  • Note 3: The profit distribution proposal for 2022 has yet to be approved by the shareholders meeting.

  • Note 4: As of the publication date of the annual report, no accountant-reviewed financial information is yet available for the first quarter of 2023.

136

1-2 Condensed balance sheet: International Financial Reporting Standards (unconsolidated statements)

Unit: NTD thousand

Year
Item
Year
Item

Financial data for the last five years (Note 1)

Financial data for the last five years (Note 1)

Financial data for the last five years (Note 1)

Financial data for the last five years (Note 1)

Financial data for the last five years (Note 1)
Financial
information for
the current year
as of March 31,
2023 (Note 4)
2022
2021
2020 2019 2018
Current assets 11,465,758
4,100,485
2,874,130 3,244,320 3,114,566 Not applicable
Disposal of property,
plant and equipment
(Note2)
1,731,135
1,677,382
1,529,582 1,427,406 1,382,914
Intangible assets 519
1,730
4,225 6,911 9,998
Other assets (Note 2) 3,023,193
4,446,681
4,427,100 4,064,457 3,880,765
Total assets 16,220,605
10,226,278
8,835,037 8,743,094 8,388,243
Current
liabilities
Before
distribution
3,431,179
1,963,540
982,967 1,228,206 1,617,519
After
distribution
(Note 3) 2,463,539 1,682,966 1,678,205 2,017,518
Non-current liabilities 226,754
1,276,756
825,605 915,000 373,283
Total
liabilities
Before
distribution
3,657,933
3,240,296
1,808,572 2,143,206 1,990,802
After
distribution
(Note 3) 3,740,295 2,508,571 2,593,205 2,390,801
Share capital 4,999,990
4,999,990
4,999,990 4,999,990 4,999,990
Additional paid-in
capital
1,006,742
993,134
974,083 961,786 950,900
Retained
earnings
Before
distribution
6,731,611
1,302,687
1,332,145 949,056 774,810
After
distribution
(Note 3) 802,688 632,146 499,057 374,811
Other equity interest 28,205
(105,953)
(75,877) (107,068) (124,383)
Treasury shares (203,876)
(203,876)
(203,876) (203,876) (203,876)
Total
equity
Before
distribution
12,562,672
6,985,982
7,026,465 6,599,888 6,397,441
After
distribution
(Note 3) 6,485,983 6,326,466 6,149,889 5,997,442

Note 1: Each year's unconsolidated financial report is verified by accountants.

Note 2: No asset revaluation was conducted in any of these years.

Note 3: The profit distribution proposal for 2022 has yet to be approved by the shareholders meeting.

Note 4: There is no unconsolidated financial report for the first quarter of 2023, so it is not applicable.

137

2-1 Condensed statement of comprehensive income: International Financial Reporting Standards (consolidated statements)

Unit: Except for earnings per share, all items in the table are NTD thousand

Year
Item
Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial
information for the
year ended March
31, 2023
(Note2)
2022 2021 2020 2019 2018
Operating revenue 11,069,440 9,944,978 8,356,125 8,000,584 7,901,670 No relevant
information
Operating margin 1,445,589 1,536,158 1,640,499 1,455,470 1,432,073
Operating income (loss) (392,382) 209,357 316,542 160,207 90,336
Non-operating
revenue and expenditures
6,6035,32 426,279 589,508 461,429 401,124
Net profit (loss) before
tax
6,211,150 635,636 906,050 621,636 491,460
Net profit (loss) for the
period from continuing
operations
5,918,572 592,011 851,541 582,201 464,682
Losses from discontinued
business units
Net profit (loss) for the
currentperiod
5,918,572 592,011 851,541 582,201 464,682
Other comprehensive
incomes in current period
(net oftaxation)
130,052 48,669 12,979 9,506 (30,038)
Total comprehensive
profit and loss for the
currentperiod
6,048,624 640,680 864,520 591,707 434,644
Net profit attributable to
owners of the parent
company
5,918,495 591,827 851,078 582,073 464,443
Net profit attributable to
non-controllinginterests
77 184 463 128 239
Total comprehensive
profit and loss attributable
to the owners of the
parent company
6,048,582 640,465 864,279 591,560 434,433
Total comprehensive
profit and loss attributable
to non-controlling
interests
42 215 241 147 211
Earnings per share 12.17 1.22 1.75 1.2 0.98

Note 1: All annual consolidated financial reports have been verified by accountants.

Note 2: As of the publication date of the annual report, no accountant-reviewed financial information is yet available forthe first quarter of 2023.

138

2-2 Condensed statement of comprehensive income: International Financial Reporting Standards (unconsolidated statements)

Unit: Except for earnings per share, all items in the table are NTD thousand

Year
Item
Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial
information for
the year ended
March 31, 2023
(Note2)
2022 2021 2020 2019 2018
Operating revenue 9,615,949 8,622,713
7,140,795

6,837,543
6,813,636



Not applicable





Operating margin 882,066 1,015,577
1,157,324

1,008,828
998,402
Operating income
(loss)
(500,290) 111,324
235,850

117,174
65,305
Non-operating revenue
and expenditures
6,706,533 516,800
664,282

494,545
421,301
Net profit (loss) before
tax
6,206,243 628,124
900,132

611,719
486,606
Net profit (loss) for the
period from continuing
operations
5,918,495 591,827
851,078

582,073
464,.443
Losses from
discontinued business
units


Net profit (loss) for the
currentperiod
5,918,495 591,827
851,078

582,073
464,443
Other comprehensive
incomes in current
period (net of taxation)
130,087 48,638
13,201

9,487
(30,010)
Total comprehensive
profit and loss for the
currentperiod
6,048,582 640,465
864,279

591,560
434,433
Earnings per share 12.17 1.22
1.75

1.2
0.98

Note 1: Each year's unconsolidated financial report is verified by accountants. Note 2: There is no unconsolidated financial report for the first quarter of 2023, so it is not applicable.

(III) Names and audit opinions of accountants in the last five years

Year Name of CPA Auditor opinion
2018 Chih Shih-Chin, Chen Chia-hsiu Unqualified Opinion
2019 Chih Shih-Chin, Chen Tsong-Che Unqualified Opinion
2020 Tseng Kuo-Yang, Chen Tsong-Che Unqualified Opinion
2021 Huang Hsin-Ting, Tseng Kuo-Yang Unqualified Opinion
2022 Huang Hsin-Ting, Tseng Kuo-Yang Unqualified Opinion

139

II. Financial analysis for the last five years (I) Financial analysis: International Financial Reporting Standards (consolidated statements)

Year Year Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) The current year ends

on March 31, 2023
(Note 2)
Analysis item 2022 2021
2020 2019 2018
Financial Debt to assets ratio 24.54 34.28 23.90 28.43 27.30

structure
(%)
Ratio of long-term funds 643.26 424.75

to property, plant and
437.04 439.06 403.71
equipment
Current ratio 313.77 193.95 234.04 209.73 164.22
Solvency
%
Quick ratio 262.01 134.88 167.54 156.06 122.4
Interest coverage ratio 230.94 56.96 63.88 33.22 14.09
Turnover rate of
accounts receivable
(times)
7.72 7.81
7.48 7.53 7.55
Average cash collection
days
47.27 46.73
48.79 48.47 48.34
Inventory turnover (times) 8.26 12.63 10.42 9.9 10.21
Manageme
nt capacity
Payable turnover rate
(times)
16.11 15.21
13.55 16.03 17.24
Average sales days 44.18 28.89 35.02 36.86 35.74
Turnover rate of
property, plant and
equipment (times)
5.62 5.31 No relevant
4.76 4.71 4.56
information
Total asset turnover
(times)
0.81 1.00
0.90 0.89 0.97
Profitability Return on assets (%) 43.53 6.05 9.34 6.63 6.07
Return on equity (%) 60.55 8.45 12.49 8.96 9.09

Ratio of profit before
taxto paid-incapital(%)
124.22 12.71
18.12 12.43 9.83
Net profit rate (%) 53.47 5.95 10.19 7.28 5.88
Earnings per share(NTD) 12.17 1.22 1.75 1.2 0.98
Cash flow Cash flow ratio (%) (11.17) (11.58) 29.77 21.27 20.83
Cash flow adequacy
ratio (%)
8.12 23.11
33.08 25.23 7.87
Cash reinvestment ratio(%) (6.29) (9.53) (0.30) (0.42) 2.56
Operating leverage (1.09) 3.26 2.59 4.04 6.5
Leverage Financial leverage 0.94 1.06 1.05 1.14 1.71
Please explain the reasons for changes in each financial ratio in the last two years. (If the increase or decrease does not reach 20%, the
analysis is exempted)
(1)
Debt to assets ratio: Mainly includes sale of equity accounted for and repayment of long-term borrowings.
(2)
Long-term capital to property, plant, and equipment: Mainly due to the sale of equity stock.
(3)
Current ratio, quick ratio, and interest coverage ratio: The Company mainly sells the equity stock.
(4)
Inventory turnover (times): It is mainly due to the surge in the cost of raw materials.
(5)
Average days of sales: Mainly due to the surge in the cost of raw materials.
(6)
Return on assets, return on equity, net profit before tax as a percentage of paid-in capital, net profit margin, and earnings per
share: In order to recognize the increase in gains on sale of equity stock.
(7)
Cash flow ratio: Net cash outflow from operating activities in 2022 was NT$430 million, and liabilities increased due to the
increase in remuneration payable to directors and employees.
(8)
Cash flow adequacy ratio: It is the result of NT$500 million increase in cash outflow from operating activities, NT$480 million
increase in dividend distribution and NT$850 million increase in inventory in the past five years.
(9)
Cash reinvestment ratio: In 2022, net cash outflow from operating activities was NT$430 million due to an increase in gross
fixed assets of NT$800 million and an increase in working capital of NT$6 billion.
(10)Operatingleverage: Mainlydue to the decrease in operatingincome.

Note 1: All annual consolidated financial reports have been verified by accountants.

Note 2: As of the publication date of the annual report, no accountant-reviewed financial information is yet available for the first quarter of 2023.

140

(II) Financial analysis: International Financial Reporting Standards (unconsolidated reports)

Year Year Year Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) As ofMarch
31, 2023
(Note 2)
Analysis item 2022 2021 2020 2019 2018
Financial
structure (%)
Debt to assets ratio 22.55

31.69
20.47 24.51 23.73
Ratio of long-term
funds to property, plant
and equipment
738.79

492.60
513.35 526.47 489.60
Solvency % Current ratio 334.16

208.83
292.39 264.15 192.55
Quick ratio 279.47

141.69
204.68 193.63 143.47
Interest coverage ratio 234.47

59.97
80.28 36.47 20.91
Management
capacity
Turnover rate of
accounts receivable
(times)
6.75

6.86
6.62 6.73 6.71
Average cash collection
days
54.1

53.20
55.12 54.22 54.37
Inventory turnover
(times)
8.07

12.52
9.94 9.39 9.73
Payable turnover rate
(times)
16.74

15.82
13.87 16.37 17.39
Average sales days 45.22

29.15
36.72 38.87 37.50
Fixed asset turnover
(times)
5.64

5.38
4.83 4.87 4.92
Not applicable
Total asset turnover
(times)
0.73

0.90
0.81 0.8 0.90
Profitability Return on assets (%) 44.92

6.30
9.79 6.96 6.41
Return on equity 60.55

8.45
12.49 8.96 9.09
Percentage
Operating
I
(10.01)
2.23
4.72 2.34 1.31
of paid-in ncome
Profit
before tax
124.13
capital
12.56
18.00 12.23 9.73
Net profit rate (%) 61.55

6.86
11.92 8.51 6.82
Earnings per share
(NTD)
12.17

1.22
1.75 1.2 0.98
Cash flow Cash flow ratio (%) (16.35)

(21.55)
26.11 21.55 25.41
Cash flow adequacy
ti%
(0.89)
15.06
29.65 26.92 34.04
rao()
Cash reinvestment ratio
(%)
(7.51)

(11.73)
(2.12) (1.53) 7.50
Leverage Operating leverage (0.43)

4.27
2.64 4.18 6.98
Financial leverage 0.95

1.11
1.05 1.17 1.60
Please explain the reasons for changes in each financial ratio in the last two years. (If the increase or
decrease does not reach 20%, the analysis is exempted)
(1)
Debt to assets ratio: Mainly includes sale of equity accounted for and repayment of long-term borrowings.
(2)
Long-term capital to property, plant, and equipment: Mainly due to the sale of equity stock.
(3)
Current ratio, quick ratio, and interest coverage ratio: The Company mainly sells the equity stock.
(4)
Inventory turnover (times): It is mainly due to the surge in the cost of raw materials.
(5)
Average days of sales: Mainly due to the surge in the cost of raw materials.
(6)
Return on assets, return on equity, net profit before tax as a percentage of paid-in capital, net profit margin, and
earnings per share: In order to recognize the increase in gains on sale of equity stock.
(7)
Cash flow ratio: In 2022, net cash outflow from operating activities was NT$560 million, and liabilities increased
due to the increase in remuneration payable to directors and employees.
(8)
Cash flow adequacy ratio: Due to an increase of cash outflow from operating activities by NT$700 million, an
increase of NT$500 million of dividends, and an increase of inventory by NT$810 million in the past five years.
(9)
Cash reinvestment ratio: Due to net cash outflow from operating activities of NT$50.6 billion in 2022, an
increase of NT$80 million in gross fixed assets, and an increase of NT$5.9 billion in working capital.
(10)Operatingleverage: Mainlydue to the decrease in operatingincome.

Note 1: Each year's unconsolidated financial report is verified by accountants.

Note 2: There is no unconsolidated financial report for the first quarter of 2022, so it is not applicable.

141

III. Audit Committee Review Report of the most recent financial reports

Taisun Enterprise Co., Ltd.

Audit Committee’s Audit Report

The Board of Directors prepared the Company's 2022 annual business report, financial statements, among which the financial statements were verified by CPAs Huang Hsin-Ting and Tseng Kuo-Yang of KPMG, and a verification report was issued. The business report and financial statements (including consolidated financial statements) stated above have been audited by the Audit Committee and found to be in compliance with the Company Act and other applicable laws and regulations. We have presented you the reports based on the provisions stipulated in Article 14-4 in the Securities and Exchange Act and Article 219 in the Company Act.

To

The Company’s 2023 Annual Meeting of Shareholders

Taisun Enterprise Co., Ltd.

Convener of the Audit Committee: Tu Ying-Ta

May 31, 2023

142

Taisun Enterprise Co., Ltd.

Audit Committee’s Audit Report

The Board of Directors prepared the Company's 2022 statement of earnings distribution, The statement of earnings distribution stated above have been audited by the Audit Committee and found to be in compliance with the Company Act and other applicable laws and regulations. We have presented you the reports based on the provisions stipulated in

Article 14-4 in the Securities and Exchange Act and Article 219 in the Company Act

To

The Company’s 2023 Annual Meeting of Shareholders

Taisun Enterprise Co., Ltd.

Member of the Audit Committee: Li Ming-Hui

May 05, 2023

143

  • IV. Consolidated Financial Statement and Independent Auditor's Report for the Most Recent Year: Please refer to page 143 of this annual report

  • V. The most recent annual unconsolidated financial reports and accountant's audit report: please refer to p.246 of the annual report

  • VI. For the Company and its affiliated companies in the most recent year and as of the date of publication of the annual report, if any financial difficulties have occurred, the impact on the Company’s financial status: None.

144

Seven. Review Analysis and Risk Matters Pertaining to Financial Status and Financial Performance

I. Review and analysis of the financial position - Consolidated Statements

Unit: NT$ thousand

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

2022
2021 Difference
Amount %
Current assets 12,100,730 4,581,044
7,519,685
164.15
Long-term investments 1,827,016 3,434,619
(1,607,603)
(46.81)
Property, plant and
equipment
1,988,740 1,947,298
4,142
2.13
Investment real estate 613,160 614,900
(1,740)
(0.28)
Intangible assets 612 1,869
(1,257)
(67.26)
Other assets 124,346 58,546
65,801
112.39
Total assets 16,654,604 10,638,276
6,016,328
56.55
Current liabilities 3,856,578 2,361,918
1,494,660
63.28
Long-term liabilities 0 1,050,000
(1,050,000)
(100.00)
Other liabilities 230,167 235,231
(5,064)
(2.15)
Total liabilities 4,086,745 3,647,149
439,596
12.05
Share capital 4,999,990 4,999,990
Additional paid-in capital 1,006,742 993,134
13,608
1.37
Retained earnings 6,731,611 1,302,687
5,428,924
416.75
Other owners‘ equity 28,205 (105,953)
134,158
(126.62)
Treasury shares (203,876) (203,876)
Uncontrolled Equities 5187 5,145
42
0.82
Total equity 12,567,859 6,991,127
5,576,732
79.77
  • (I) Main reasons for significant changes in assets, liabilities, and equity in the last two years (with change exceeding 20%):

  • Current assets: Major Increase in cash from sale of equity stock.

  • Long-term investment: Mainly by the sale of the equity stock.

  • Intangible assets: Mainly due to a decrease in computer software amortization.

  • Other assets: Mainly due to the increase in deferred income tax assets and the increase in defined benefit assets.

  • Current liabilities: Mainly due to increase of long-term loans due within one year by NT$570 million, increase of other payables by NT$480 million, and increase of income tax liabilities by NT$270 million.

  • Long-term liabilities: Mainly due to an decrease in long-term bank loans of NT$1.05 billion.

  • Other equity: Mainly related to increase in profits of unrealized financial assets.

  • (II) Impact: No significant impact.

(III) Future response plan: Not applicable.

145

Review and Analysis of Financial Status: Standalone Statements

Unit: NT$ thousand

Year
Item

2022
2021 Difference Difference
Amount %
Current assets 11,465,758 4,100,485
7,365,273
179.62
Long-term investments 2,386,423 3,872,693
(1,486,270)
(38.38)
Property, plant and
equipment
1,731,135 1,677,382
53,753
3.20
Investment real estate 534,838 536,059
(1,221)
(0.23)
Intangible assets 519 1,730
(1,221)
(70.00)
Other assets 101,932 37,929
64,003
168.74
Total assets 16,220,605 10,226,278
5,994,327
58.62
Current liabilities 3,431,179 1,963,540
1,467,639
74.74
Long-term liabilities 0 1,050,000
(1,050,000)
(100.00)
Other liabilities 226,754 226,756
(2)
0.00
Total liabilities 3,657,933 3,240,296
417,637
12.89
Share capital 4,999,990 4,999,990
Additional paid-in capital 1,006,742 993,134
13,608
1.37
Retained earnings 6,731,611 1,302,687
5,428,924
416.75
Other owners‘ equity 28,205 (105,953)
134,158
(126.62)
Treasury shares (203,876) (203,876)
Total equity 12,562,672 6,985,982
5,576,690
79.83
  • (I) Main reasons for significant changes in assets, liabilities, and equity in the last two years (with change exceeding 20%):

  • Current assets: Increase in cash mainly from sale of equity stock.

  • Long-term investment: Mainly by the sale of the equity stock.

  • Intangible assets: Mainly due to a decrease in computer software amortization.

  • Other assets: Mainly due to the increase in deferred income tax assets and the increase in defined benefit assets.

  • Current liabilities: Mainly due to increase of long-term loans due within one year by NT$570 million, increase of other payables by NT$470 million, and increase of income tax liabilities by NT$270 million.

  • Long-term liabilities: Mainly due to an decrease in long-term bank loans of NT$1.05 billion.

  • Other equity: Mainly related to increase in profits of unrealized financial assets.

  • (II) Impact: No significant impact.

  • (III) Future response plan: Not applicable.

146

II. Review and Analysis of Financial Performance: Consolidated Statements

Unit: NT$ thousand

Year
Item

2022
2021 Increase
(decrease)
amount
Percentage
change %
Operating revenue 11,069,440 9,944,978 1,124,462 11.31
Operating costs 9,623,851 8,408,820 1,215,031 14.45
Operating margin 1,445,589 1,536,158 (90,569) (5.90)
Operating expenses 1,837,971 1,326,801 511,170 38.53
Net operating income (loss) (392,382) 209,357 (601,739) (287.42)
Non-operating revenue and
expenditures
6,603,532 426,279 6,177,253 1,449.11
Profit before tax 6,211,150 635,636 5,575,514 877.16
Tax income (expense) (292,578) (43,625) (248,953) 570.67
Net profit for the current period
Cumulative impact of changes in
accounting principles
Netprofit for the currentperiod
5,918,572

5,918,572
592,011

592,011
5,326,561

5,326,561
899.74

899.74
  • (I) Main reasons for major changes in operating revenue, net operating profit, and pre-tax net profit in the last two years:

  • Operating income and cost: Mainly due to an increase in cost of raw materials including soybeans and imported oil and some prices of materials. The price increase of finished products did not reach the rate of increase of raw materials, the gross profit is therefore decreased.

  • Net operating profit: Mainly due to the decrease in gross profit and increase in operating expenses.

  • Non-operating income and expenses: Mainly due to increase in recognized gain on sale of sale of equity stock investment.

  • Profit before tax: The above points are the main reasons for the growth of pre-tax net profit.

  • Income tax expense: It is due to the increase in the sale of the equity stock.

  • Net income for the period: Due to the increase in the gain on disposal of equity stock recognized.

(II) Impact on the Company's future financial operations: No significant impact. (III) Future response plan: Not applicable.

147

Review and Analysis of Financial Performance - Standalone Statement

Unit: NT$ thousand

Year
Item
2022 2021 Increase
(decrease)
amount
Percentage
change %
Operating revenue 9,615,949 8,622,713 993,236
11.52
Operating costs 8,733,883 7,607,136 1,126,747
14.81
Operating margin 882,066 1,015,577 (133,511)
(13.15)
Operating expenses 1,382,356 904,253 478,103
52.87
Net operating income (loss) (500,290) 111,324 (611,614)
(549.40)
Non-operating revenue and expenditures: 6,706,533 516,800 6,189,733
1,197.70
Net profit (loss) before tax 6,206,243 628,124 5,578,119
888.06
Tax income (expense) (287,748) (36,297) (251,451)
692.76
Net profit (loss) for the current period
Cumulative impact of changes in
accounting principles
Netprofit(loss)for the currentperiod
5,918,495

5,918,495
591,827

591,827
5,326,668

5,326,668



900.04
-
900.04
  • (I) Main reasons for major changes in operating revenue, net operating profit, and pre-tax net profit in the last two years:

  • Operating income and cost: Mainly due to price surge to the raw materials such as soybeans and imported oil and some prices of the materials that result in the increase in costs. The price increase of finished products did not reach the rate of increase of raw materials, the gross profit is therefore decreased.

  • Net operating profit: Mainly due to the decrease in gross profit and increase in operating expenses.

  • Non-operating income and expenses: Mainly due to the increase in the recognized profit on sale of equity stock.

  • Profit before tax: The above points are the main reasons for the growth of pre-tax net profit.

  • Income tax expense: It is due to the increase in the sale of the equity stock.

  • Net income for the period: Due to the increase in the gain on disposal of equity stock recognized.

  • (II) Expected sales volume, and basis:

  • The Company's business operates in a mature industry that provides necessities for people’s livelihoods. Sales volume will increase in line with population growth and economic growth. Based on expected future economic development and consumer demand, and considering the development trend of the food category, planned sales volumes for next year are estimated as follows:

  • The oil business includes oil products and soybean powder and the sales volume is expected to be 225 thousand tons.

  • The food business includes normal temperature and cold storage items, with an estimated sales volume of 19.65 million cases.

  • The aquatic business includes general and extruded materials, and the estimated sales volume is 20,000 tons.

  • (III) Impact on the Company's future financial operations: No significant impact.

  • (IV) Future response plan: Not applicable.

148

III. Cash flow review and analysis

(I) Analysis of changes in cash flow this year

Beginning cash
balance (1)
Annual net cash Contingency plans for
insufficient cash position
Contingency plans for
insufficient cash position
Cash surplus

flow from
Annual cash
(deficit) amount
operating
activities (2)
outflow (3)
Financial
managementplan
(1)+(2)-(3) Investment plan
1,664,560 (430,901) (7,270,753) 8,504,412 -
-
(1) Operating activities: Net cash outflow of NT$430 million, mainly due to the increase of inventory by
NT$860 million, the decrease of prepayments by NT$250 million, and the total increase of accounts
receivable and accounts receivable-related parties by NT$100 million.
(2) Investment activities: The net cash inflow of NT$8.13 billion was mainly due to the NT$280 million
dividends received, sales of investment stocks of NT$8 billion and acquisition of plant and equipment of
NT$140 million.
(3) Financing activities: Net cash outflow of NT$860 million, mainly due to cash dividend distribution of
NT$480 million in 2022, repayment of long-term borrowings of NT$480 million, increase of short-term
loans byNT$250 million,and increase of short-term notespayable byNT$150 million.

(II) The Company’s contingency plans for insufficient cash position and liquidity analysis

  1. Contingency plans for insufficient cash position: No cash shortage this year

  2. Liquidity analysis for the last two years.

Year
Item
2022 2021 Percent increase(decrease) %
Cash flow ratio (11.17) % (11.58) % (3.54)%
Cash flow adequacy ratio 8.12 % 23.11 % (64.86)%
Cash reinvestment ratio (6.29) % (9.53%) (34.0)%
Change analysis
Cash flow ratio:
In 2022, net cash outflow from operating activities was NT$430 million and current
liabilities increased due to the adjustment of financing instruments.
Cash flow adequacy ratio:
It is the result of NT$500 million increase in cash outflow from operating
activities, NT$480 million increase in dividend distribution and NT$850 million
increase in inventory in the past five years.
Cash reinvestment ratio:
In 2022, net cash outflow from operating activities was NT$430 million due to an
increase in gross fixed assets of NT$80 million and an increase in working capital
of NT$6 billion.

(III) Cash liquidity analysis for the coming one year

Unit: NT$ thousand

Beginning cash
balance (1)
Annual net cash
id Estimated cash Contingency plans for projected
l dfii
flow from Estmate
l h
surpus (ect)
insufficient cash position

t
operating
activities (2)
annua cas
outflow (3)
amoun
(1)+(2)-(3) Financial
Investment plan
management plan
8,504,412 (146,320) 3,772,423 4,585,669
- -
(1) Net cash inflow from operating activities: The Company's operation has been stable in recent years, but with
continued inflation and high costs, the cash inflow from operations in the next year and after deducting related
operating expenses, the estimated net cash outflow from operating activities for the whole year is NT$ 146,320
thousand.
(2) Estimated annual cash outflow: The amount expected to be invested in the acquisition of additional equipment
in the coming year, besides the payment of necessary expenses and cash dividends, and some loans were repaid.
(3) Contingency plans for projected insufficient cash position and liquidity analysis: None.

149

  • IV. The impact of major capital expenditures on financial operations in recent years

  • (I) The uses of major capital expenditures and sources of funds: Please refer to p.72 of the annual report.

  • (II) Expected benefits: Please refer to Page 75 of this annual report.

  • V. The reinvestment policy in the most recent year, the main reason for its profit or loss, and improvement plan and investment plan for the coming year

Unit: NT$ thousand

Unit: NT$ thousand
Invested
company
name
Current profit Investment gains Improvement
program
Future
Main business
and loss of

and losses
The main reason
investment
items invested recognized in the for profit or loss
plan
company currentperiod
Pin-Tai
Distribution
Enterprise Co.,
Ltd.
Continue with None
Oil & Fat food operational fitness
Continuing
Wholesale and 52,112
41,731


adjustment to

investment
retail sale reduce inefficient
generalexpenses.
Central Union
Oil Corp., Ltd.
Bean product None

manufacturing,

Reach economies of
Continuing
171,698
57,233

processing, and

scale

investment
sales
Taiwan Niko
Mart Co., Ltd.
Recognize None
Operating chain
2526
(1,037)


investment gains
None

supermarkets
and losses
Taisun
(Cayman)
Investment
Ltd.
None

Recognize
Continuing
Investment 62,243
62,243


investment benefits

investment
Pioneer
Traffic
Co.Ltd.
Due to the impact of None

the pandemic, the
Logistics Continuing
(305)
(401)


transportation

delivery

investment


capacity has
reduced.
Taisun Yuan
Co., Ltd.
None
Investment
Recognize
Continuing
6,323
6,323
management

investment benefits

investment
Taiwan
FamilyMart
Co. Ltd.
Operation and None
Reach economies of

investment of

scale and see
Continuing
chain 1,249,150
280,563

continued growth

investment
convenience
performance
stores

VI. Risk analysis and assessment

(I) The effect upon the Company’s profits (or losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:

be taken in the future:
Item 2022 (NT$ thousand)
Interest expense 27,012
Exchange benefits (consolidated) 23,411
  1. Interest rate risk: The Company’s interest rate hedging policy is mainly based on variable

150

interest rates. Considering that the current overall market interest rate is low, it has not engaged in interest rate hedging transactions. As the Company’s overall bank loan balance is not high at present, interest rate risk is controlled within a reasonable range and there is no significant impact on the overall net profit after tax.

  1. Exchange rate risk: The Company’s main raw materials are imported from abroad. Therefore, changes in exchange rates have a certain impact on the company. The company uses foreign exchange options and forward foreign exchange contracts to avoid exchange rate risks. The length of the contract period is determined by the maturity date and future cash flow of the company’s existing foreign currency debt. Therefore, the possible conversion gains and losses of the hedged debt will be offset by the gains and losses incurred when the hedging instrument contract expires.

  2. The impact of inflation on the Company's profit and loss and future countermeasures: The global economy has been severely affected since the pandemic outbreak, especially sea and air transports around the world. Many global major central banks were forced to provide money with an aim to save the markets. Such act at the same time caused longterm price increases for bulk materials such as soybeans and corn. This in turn creates a hidden worry as to future inflation. However, under the government’s commitment to stable financial order and maintaining price stability, the domestic inflation rate remains within a certain level. In addition, the Company has continued to achieve low production costs in recent years. In the future, the Company will use product innovation and differentiation strategies to increase the added value of products, and additionally continue to work to reduce costs to reduce the negative impact of inflation on Company operations.

  3. (II) Policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.

The Company has not engaged in high-risk, high-leverage investments. If there are funds to be lent to others, endorsements, or derivatives transactions, all will be handled in accordance with relevant laws and Company regulations.

  1. Engagement in high-risk investments or highly leveraged investments

  2. The Company is mainly engaged in the food industry, and the board of directors strictly controls and strictly prohibits high-risk investments or highly leveraged investments.

  3. Loans to other parties, endorsements, guarantees

  4. (1) In response to actual operating needs, the Company has followed the relevant laws and regulations of the Securities and Futures Bureau to set up its Procedures For Endorsement & Guarantee to be handled in accordance with the law, At the same time, the company’s audit unit is established based on the Regulations Governing Establishment of Internal Control Systems by Public Companies as issued by the Securities and Futures Bureau. Relevant systems are in place to conduct regular internal audit operations and submit audit reports to the audit committee.

  5. (2) Due to operational needs, Taisun Enterprise (Zhangzhou) Foods Co. applied for a loan of RMB 15 million from the Company in 2022 and was approved by the board of directors. As of April 30, 2023, the announced maximum limit of funds lent to others was NT$2,519,541 thousand. The announced balance of funds lent to others was NT$66,552 thousand and the actual expenditure amount was NT$0.

  6. (3) As of April 30, 2023, the maximum limit of the Company's endorsements and

151

guarantees was NT$6,298,852 thousand. The announced endorsement and guarantee balance was NT$0 thousand, and the actual expenditure amount was NT$0. Future response measures will still be strictly controlled in accordance with relevant operating system regulations and actual operational needs.

  1. Derivatives transactions:

  2. (1) Transaction policy:

This is based on the "Procedures for the Acquisition or Disposal of Assets" stipulated by the company to engage in derivative commodity transactions based on operational needs.

  • (2) Main reasons for profits/losses and response measures to be taken in the future:

The Company engages in derivative commodity transactions in order to avoid the exchange rate fluctuation risk of foreign currency loans connected to the purchase of raw materials. Because they are all linked to import costs, the risk is controlled. (However, hedge accounting is not applied.) In the future, we will continue to undertake hedging at the right time in response to import demand.

(III) Future research and development plan and estimated R&D expenses:

  1. Research and development plan for the next upcoming year

  2. (1) Research on Bing Jeon tea beverage series products.

  3. (2) Research on hand-shaken drink stand series.

  4. (3) Research of canned health congee series products.

  5. (4) Research of Cheers series.

  6. (5) Development research on sugar free tea series products.

  7. (6) Research on refrigerated non-dairy milk, grain drink series products.

  8. (7) Research on aluminum can line series products.

  9. (8) Development of beverage concentrate product series.

  10. (9) No. 1 can business channel product research

  11. (10) Development research of business use oil products.

  12. (11) Development research of differentiated consumer oil.

  13. Current progress of the research and development plan:

  14. (1) Bing Jeon Cool Lemon Tea will be trailed in February and is expected to be launched in June.

  15. (2) The flavor for Bing Jeon Seasonal Spring Tea is under development.

  16. (3) The flavor for Bing Jeon Orange Grapefruit Jinxuan for adult consumers is under development and is expected to be launched in June.

  17. (4) Refrigerated Tea Stall IP Hai-Shen Fresh Milk Tea will be trailed in February, and is expected to be launched in April.

  18. (5) The flavor for Refrigerated Tea Stall IP Hua-Da Yi-Shou Fresh Milk Tea is under development, and is expected to be launched in May.

  19. (6) The trial for Refrigerated IP Big Straw Agar Winter Melon & Lemon QQ has completed, and is expected to be launched in April.

  20. (7) The flavor for Refrigerated PE Low in Sugar Latte and Low in Sugar Fresh Milk Tea is under development

  21. (8) Refrigerated PE Original and Unsweetened Almond Milk are under trial, and is expected to be launched in May.

  22. (9) The trial for Cheers+ Fruit Vinegar Bubble Drink has completed, and is expected to be launched in April.

  23. (10) Room Temperature PET Sea Salt Lychee will be trailed in February, and is expected to be launched in July.

152

  - (11) ST Bitter Tea Oil has completed the first batch of production, and is expected to be launched in March.
  1. Estimated research and development expenses: It is expected that another NTD 20,138 thousand is required for investment in 2021.

  2. (IV) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:

The Company’s operating policies are governed by laws and regulations, and we always pay attention to important domestic and foreign policies and changes in laws. We provide these for management reference, consult relevant experts when necessary, and take appropriate response measures. In the most recent year and as of the printing date of the annual report, the Company has not been affected by major domestic and foreign policy and legal changes that affect its financial operations.

  • (V) Effect on the Company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response. Since projects operated by our Company fall within mature industries, they have seen no major technological breakthroughs in recent years and there is currently no major impact on the company's financial operations.

  • (VI) Effect on the Company's crisis management of changes in the company's corporate image, and measures to be taken in response.

The Company has always adhered to the philosophy of upstanding management, and externally we attach importance to integrity with customers. We strictly require employees to be self-disciplined internally and abide by the Company’s internal regulations, and through various communication channels they should uphold the principles of open information and financial transparency. In this way, we enhance shareholders' understanding of the Company and recognition and support of the Company's business strategy. Furthermore, in case of emergencies, emergency response measures will be initiated according to powers and responsibilities to quickly resolve the corporate crisis. We will make preparations to prevent and control any potential risks that may be faced. As of the printing date of the annual report, the Company has not experienced any changes in its corporate image requiring it to manage a corporate crisis.

  • (VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken.

In the most recent year and as of the printing date of the annual report, the Company has no plans for mergers and acquisitions.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken.

Regarding capital expenditures invested by the Company, this mainly went to water treatment equipment, oil and fat warehouses and production lines, robotic arms, sterilization kettles for mixed congee, and so on. These expenditures are expected to increase production capacity and reduce operating costs. As the company’s business revenues are stable, cash flow from operations is sufficient to cover short-term capital investment expenditures. In the future, we will always evaluate changes in the industry

153

to update equipment investments for the sake of meeting business needs and reducing operational risks.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken.

The sources of the Company’s purchases and sales targets have been disclosed in the previous chapters. In view of the future growth trends of the Company's industry, we will appropriately diversify, distributing future sales targets and purchase sources in order to maintain balanced and stable operating results, and the Company's continuous efforts shall strive toward these goals.

  • (X) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10% stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken.

The composition of the Company’s directors is stable and there have been no massive transfers of equity. Therefore, there is no major risk or impact on the Company.

  • (XI) Effect upon and risk to Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken. The Company has a professional management team, and the Company's various management and operating advantages will not compromise due to changes in management rights.The remaining risks are still under evaluation.

(XII) Litigious and non-litigious matters:

The Company currently has the following major litigious and non-litigious disputes still under litigation:

  • (1) Events concerning the return of investment funds and other matters to Ichiya Co., Ltd. of Japan (hereinafter referred to as Ichiya): Ichiya lost in all matters in the first and second instance, but a successor has filed a third-instance appeal; Taisun Company has also sought legal counsel to deal with the matter. The case has not yet been determined in the third trial.

  • (2) Default in payment of rent by Fu-Hong Logistics Co., Ltd.: Fu-Hong Logistics Co., Ltd. lost the first trial of this case, and is currently pending appeal by the company.

(XIII) Other important risks, and mitigation measures being or to be taken.

The Company has established an information security risk management framework and formulated an information security policy and specific management plan:

  1. Information security risk management

  2. (1) Information security management system:

    • The Company responds requirements of internal and external factors concerning cyber attacks, regulatory compliance, manufacturer cooperation regulations, internal and external risk control audits, and so on. In January 2018, based on ISO27001 and considering the Company’s operating characteristics, it developed consistent and appropriate information security system documents and control measures covering information-related management links. This includes policies, organizations, personnel, physical environment, network security, operation

154

management, access control, development and maintenance, information security incidents, disaster drills, etc.

  • (2) Information security policy:

  • Ensure the continuous operation of business activities and provide stable use of information services.

  • Ensure the confidentiality, integrity and availability of the information assets in custody, and protect the privacy of personnel data.

  • Establish an information business continuity operation plan, and implement information business activities that meet the requirements of relevant laws and regulations.

  • (3) Information security organization and operations:

  • The Company’s information security authority is the information department. There is also an information security management committee composed of personnel above the head level of the information department. The chief information security committee is responsible for coordinating information security work. The Information security working group is responsible for planning, implementing and promoting information security management issues and promoting information security awareness. The information security audit team is responsible for evaluating the implementation of the information security management system, The emergency handling team is responsible for the task grouping to revise and implement various disaster recovery procedures.

  • The information security audit team conducts self-inspection every year to confirm the effectiveness of the system. The Company’s audit department performs information security audits every year. If there is any deficiency, it is required to propose relevant improvement plans and report to the board of directors, and regularly track the improvement results to reduce internal information security risks.

155

(4) Information security management plan:

 The Company’s information security management regulations have stipulated the following management measures:

Type Related management measures
Explanation
Authorization
management
Management measures for
personnel accounts,
authorization management, and
system operation behavior
Personnel account authorization
management and review
Regular inventory of personnel
account permissions
Access control Control measures for personnel
access to internal and external
systems and data transmission
Internal/external access control
measures
External
threats
Channels of infection and
preventive measures
Host/computer update measures
Firewall protection
Virus protection and malware
detection
System
availability
System availability and handling
measures when service is
interrupted
System/network availability status
monitoring and notification
mechanism
Contingency measures for service
interruption
Local/remote backup mechanism
Regular disaster recovery drills
Personnel
training
Personnel information security
awareness training measures
Information security advocacy
education required for newly
reporting personnel
Regular company-wide
information security advocacy
Social engineeringwalkthroughs
  • The Company conducts electronic equipment insurance for Company operating assets such as ERP system mainframes, network equipment, etc., and uses monitoring operations to avoid theft or malicious damage.

  • Given that information security insurance is a new type of insurance, and considering the comprehensive effects of issues such as insurance coverage, claim coverage, claim appraisal, and appraisal agency qualifications, after an assessment information security insurance will not be purchased for the moment. However, in response to the challenges faced by information security, the following strategies have been adopted: Every year in accordance with the company's information security policy, we continue to pay attention to the changing trends of the information environment and formulate information security protection mechanisms and plans. We perform social contact security and information security incident drills every year to strengthen the awareness of information security crisis among employees of the Company and the ability of handling personnel to respond in order to prevent such incidents in advance.

VII. Other important matters: None.

156

Eight. Special Items of Record

I. Information on Affiliated Companies

(I) Consolidated financial statements of affiliated companies

1. Organization chart of affiliated companies

==> picture [464 x 283] intentionally omitted <==

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

Taisun Enterprise Co., Ltd.
99.93% 73.92%
Taiwan Niko Mart
0.84%
Pin-Tai Distribution 2.93% Co., Ltd.
Enterprise Co., Ltd. 24.20%
84.21%
13.26%
0.10% Pioneer Traffic
Co.Ltd.
Taisun (Cayman) 100%
Investment Ltd.
100%
Taisun Yuan Co., Ltd.
Taisun 100% 100% Taisun Enterprise
(Zhangzhou)
International Ltd .
Foods Co., Ltd.
----- End of picture text -----

Table of investment trends

157

2. Basic information of affiliated companies:

Units: New Taiwan Dollar, USD, RMB thousand

Enterprise Name Date
Established
Address Paid-in
capital
Main business or
production items
Pin-Tai Distribution Enterprise Co.,
Ltd.
Taiwan Niko Mart Co.,Ltd
Pioneer Traffic Co.Ltd.
Taisun Yuan Co., Ltd
Taisun (Cayman) Investment Ltd.
Taisun Enterprise (Zhangzhou)
Foods Co., Ltd.
Taisun International Ltd
1987.02.11
1990.06.01
1984.09.01
2018.03.30
1998.08.05
1997.06.28
112.01.16
No.6, Xinggong Rd., Tianzhong Township,
Changhua County 520, Taiwan
10F-1., No.99, Sec. 2, Chang-An E. Rd., Taipei City
104, Taiwan
No.28Shalun Li, Xingong 1st Road, Tianzhong
Town, Changhua County
Floor 11, No. 99, Chang'an East Road Section 2,
Taipei City
HUNT LANBUILDING,P.O.BOX2804,GEORGE
TOWN,GRAND CAYMAM,CAYMANISLANDS
Fulong Industrial Park, Taiwanese Investment Zone,
Zhangzhou, Fujian Province
vistra(Cayman)limited,P.O. Box 3 1119 Grand
Pavilion, Hibiscus Way, 802 West Bay Road, Grand
Cayman,KY 1-1205 Cayman Islands
212,711
368,000
102,480
5,000
USD 40,290
USD 27,500
0
Wholesale and retail of oil
and fat food products
Operating chain
supermarkets
Logistics delivery
Investment management
Investment
Production and sales of
food, beverages, snacks,
etc.
Operating oil sales

Note 1: All related companies should be disclosed regardless of size.

Note 2: If a given affiliate has a factory and the sales value of the factory’s products exceeds 10% of the operating revenue of the controlling company, the name of the factory, date of establishment, address, and main production items of the factory should be additionally disclosed.

Note 3: If the affiliate is a foreign company, the company name and address can be given in English and the date of establishment expressed according to the Western calendar. Paid-in capital may be expressed in foreign currency. (However, the exchange rate as of the statement date should be added; USD NTD = 1 30.708 CNY NTD = 1 4.4175).

  1. Shareholders representing both the holding company and subordinates: None.

  2. Industries covered in the business operations of affiliated companies overall: Taisun Enterprise Co., Ltd. and its affiliated companies are primarily engaged in food production and sales (manufacturing), and delivery of commodities (logistics).

158

5. Information on directors, supervisors, and general managers of affiliated enterprises:

Units: NT$ thousand, shares, %

Units: NT$thousand,shares,% Units: NT$thousand,shares,%
Company name Title Name or representative Shares held
Number of shares Shareholding proportion
Pin-Tai Distribution Enterprise Co., Ltd.
Chairman
Director
Director
Director
Director
Supervisor
Taisun Enterprise Co., Ltd. (Corporate representative: Ching-Chao Chan)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Yi-Houg)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Kai-Ming)
Taisun Enterprise Co., Ltd. (Corporate representative: Chiang Wei-Feng)
Taisun Enterprise Co., Ltd. (Corporate representative: Chen Hsien Wen)
Chan Hao-Jun
21,255,839
21,255,839
21,255,839
21,255,839
21,255,839
0
99.93%
99.93%
99.93%
99.93%
99.93%
0%
Taiwan Niko Mart Co.,Ltd Chairman
Director
Director
Supervisor
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Hsin Chung)
Taisun Enterprise Co., Ltd. (Corporate representative: Ching-Chao Chan)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Pei-Shan)
Pin-Tai Distribution Enterprise Co., Ltd.(Corporate representative: Liu Wei-Chen)
27,203,632
27,203,632
27,203,632
8,904,412
73.92%
73.92%
73.92%
24.20%
Pioneer Traffic Co.Ltd. Chairman
Director
Director
Director
Supervisor
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Yi-Houg)
Taisun Enterprise Co., Ltd. (Corporate representative: Ching-Chao Chan)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan, Peng-Hsien)
Taisun Enterprise Co., Ltd. (Corporate representative: Liu Wei-Chen)
Pin-Tai Distribution Enterprise Co., Ltd.(Corporate representative: Chan Hao-Jun)
1,358,480
1,358,480
1,358,480
1,358,480
8,630,240
13.26%
13.26%
13.26%
13.26%
84.21%
Taisun Yuan Co., Ltd Chairman
Director
Director
Supervisor
Taisun Enterprise Co., Ltd. (Corporate representative: Ching-Chao Chan)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Yi-Houg)
Taisun Enterprise Co., Ltd. (Corporate representative: Chan Hao-Jun)
Taisun Enterprise Co., Ltd. (Corporate representative: Liu Wei-Chen)
500,000
500,000
500,000
500,000
100%
100%
100%
100%

159

Company name Title Name or representative Shares held Shares held
Number of shares Shareholding proportion
Taisun (Cayman) Investment Ltd. Chairman Taisun Enterprise Co., Ltd. (Corporate representative: Ching-Chao Chan) 40,290,000 100%
Taisun Enterprise (Zhangzhou) Foods Co.,
Ltd.
Chairman
Director
Director
Director
Director
Supervisor
Taisun (Cayman) Investment Ltd. (Corporate representative: Chan Hao-Jun)
Taisun (Cayman) Investment Ltd. (Corporate representative: Ching-Chao
Chan)
Taisun (Cayman) Investment Ltd. (Corporate representative: Max Lei)
Taisun (Cayman) Investment Ltd. (Corporate representative: Lin Li-Wan)
Taisun (Cayman) Investment Ltd. (Corporate representative: Liu Wei-Chen)
Taisun (Cayman) Investment Ltd. (Corporate representative: Chan Yi-Houg)
-
-
-
-
-
-
100%
100%
100%
100%
100%
100%

160

(II) Overview of operations of affiliated enterprises:

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Enterprise Name Capital Total assets Total liabilities Book value Operating
revenue
Operating
Income
(loss)
Current
profit and
loss (after
tax)
Earnings per
share
(NTD; after
tax)
Pin-Tai Distribution Enterprise Co.,
Ltd.
Taiwan Niko Mart Co.,Ltd
Pioneer Traffic Co.Ltd.
Taisun Yuan Co., Ltd
Taisun (Cayman) Investment Ltd.
Taisun Enterprise (Zhangzhou) Foods
Co., Ltd.
212,711
368,000
102,480
5,000
1,237,225
844,470
1,321,391
146,490
199,905
16,047
313,524
4299,631
715,352
2,949
85,462
247
-
200,003
606,039
143,541
114,443
15,800
313,524
229,628
2,516,703
-
415,876
-
-
631,525
43,176
(1,422)
(4,273)
(21)
(579)
61,926
52,112
2,526
(305)
6,322
62,244
66,699
2.45
0.07
(0.03)
12.64
-
-

Note 1: All related companies should be disclosed regardless of size.

Note 2: If the affiliate is a foreign company, the relevant figures should be converted at the exchange rate on the reporting date and expressed in New Taiwan Dollars.

II. The status of private placements of securities in the most recent year and as of the printing date of the annual report

(I) Data on private placements of securities: the Company has not yet handled private placements of securities

(II) Implementation status of private placements of securities in the most recent year and as of the date of publication of the annual report: the Company has not yet handled private placements of securities

161

III. Subsidiary holdings or disposals of the Company's stock in the most recent year and as of the printing date of the annual report

Units: NTD thousands; USD thousands; shares; %

Number and Number and Number and amount The Company’s
Company Date of amount of amount of Investment
of shares held as of

endorsement
The Company's
Subsidiary name
Sources
Pledges
Paid-in capital
shareholding
acquisition shares shares profit and the publication date guarantee amounts
loan amounts to

(Note 1)

of funds

created
ratio or disposal acquired disposed of loss of the annual report on behalf of subsidiaries
(Note 2) (Note 2) (Note 3) subsidiaries
Pin-Tai Distribution Enterprise Share
212,711 99.93% - 0 0 0 10,351,332 shares
None
0 0

Co.,Ltd.
capital
Share
Taiwan Niko Mart Co.,Ltd 368,000 73.92% - 0 0 0 2,960,186 shares
None
0 0
capital
Share
Pioneer Traffic Co.Ltd. 102,480 13.26% - 0 0 0 368,524 shares
None
0 0
capital
Share
Taisun Yuan Co., Ltd 5,000 100% - 0 0 0 0
None
0 0
capital
Taisun (Cayman) Investment Share
1,237,225 100% - 0 0 0 0
None
0 0

Ltd.
capital
Taisun Enterprise (Zhangzhou) Share RMB
844,470 100% - 0 0 0 0
None
0

Foods Co.,Ltd.
capital 15,000 thousand
Taisun International Ltd. 100% 0 0 0 0
None
0 0

IV. Other necessary supplementary explanations: None

V. Other disclosures

During the most recent fiscal year or the current fiscal year up to the date of printing of annual report, if any occurrence of any event which has a material impact on shareholders' equity or securities prices stipulated by Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act: None.

162

3

Representation Letter

The entities that are required to be included in the combined financial statements of Taisun Enterprise Co., Ltd. as of and for the year ended December 31, 2022 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises, are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Taisun Enterprise Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Taisun Enterprise Co., Ltd. Chairman: CHAN, CHING-CHAO Date: March 31, 2023

163

4

Independent Auditors’ Report

To the Board of Directors of Taisun Enterprise Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Taisun Enterprise Co., Ltd. (“the Company”), and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Standards on Auditing of 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 Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of the Matter

As stated in Note 9(e) of the financial statements, on January 11, 2023, Taisun Enterprise Co., Ltd. received a notice from the Intellectual Property and Commercial Court and a civil lawsuit filed by EVERWIN INVESTMENT CO., LTD. and LONG BON INTERNATIONAL CO., LTD. requesting confirmation that the resolution of the Board of Directors of Taisun Enterprise Co., Ltd. to ” dispose of the shares of TAIWAN FAMILYMART Co., Ltd. held by the Company” is invalid. Taisun Enterprise Co., Ltd. has already appointed a lawyer to file a defense, and the cases are being reviewed separately by the Intellectual Property and Commercial Court under Case Nos. 56 and 57 of 2022. Our opinion is not modified in respect of this matter.

164

4-1

Key Audit Matters

Based on our professional judgment, key audit matters pertain to the most important matters in the audit of consolidated financial statements for the year ended December 31, 2022 of the Group. Those matters have been addressed in our audit opinion on the said consolidated financial statements and during the formation of our audit opinion. However, we do not express an opinion on these matters individually. The key audit matters that, in our professional judgment, should be communicated are as follows:

  1. Calculation of Gains on Disposal of Investments

Regarding the accounting policy for related-party investments, please refer to Note 4(j). For the explanation of gains on disposal of equity method investments, please refer to Note 6(g) and (w).

  • (a) Key audit matters:

The gains on disposal of investment for using the equity method by the Group is NT$6,211,072 thousand. As the gain on disposal is significant, the accuracy of the calculation of the disposal gain or loss has a material impact on the financial statements. Therefore, the calculation of the gain on disposal of investments is considered as one of our key audit matters.

(b) Audit procedures performed:

  • Obtaining the minutes of the Board of Directors' resolution on the disposal of investments and testing the internal controls for the acquisition or disposal of assets. Also, obtaining the stock delivery certificates and verifying the settlement statements to confirm the collection of transaction prices, recalculating the disposal investment gain or loss, and checking whether it is correctly recorded in the accounts.

  • We also assessed whether the Group’s disclosure information on the gain on disposal of investments was appropriate.

2. Revenue recognition

Please refer to Note 4(q) “Revenue” for the accounting principles on the recognition of revenues and Note 6(u) “Revenue from Contracts with Customers” for details on revenue recognition.

  • (a) Key audit matters:

The Group engages in the manufacturing and sales of cooking oil, food, beverages and aquafeeds. Revenue recognition on the sales of the Group’s products is the timing of the transfer of control of the product depending on the individual terms with the customers, as well as the terms of acceptance and return of goods based on the sale contracts between the Group and its customers. There is risk of misstatement when the timing of revenue recognition is earlier than the transfers of control. It may result in ristk of inappropriate revenue recognition. Therefore, revenue recognition is considered as one of our key audit matters .

165

4-2

(b) Audit procedures performed:

  • Understanding and testing the design, operation and implantation of the effectiveness of internal control on revenue recognition; understanding the major types of revenue, contract terms and transaction terms to determine the appropriateness timing of revenue recognition; We also perform random sampling of major customers and reviewing their contracts and sales orders to evaluate revenue recognition; random sampling of transaction records of sales within the balance sheet date and obtaining the related transaction documents to evaluate the appropriateness of timing of revenue recognition.

  • We also assessed whether the Group’ s disclosure of information on revenue recognition was appropriate.

  • Accounts receivable evaluation

Please refer to Note 4(g) for accounting policies on accounts receivable evaluation, Note 5(a) for estimation of accounts receivable evaluation, and Note 6(d) for impairment evaluation of notes receivable, accounts receivable and other receivables.

  • (a) Key audit matters:

Since the Group’ s accounts receivable stands a significant ratio in the total asset of the consolidated statement of financial position, and the collectability of accounts receivable is subjected to the subjective judgement the management, the impairment of accounts receivable is deemed to be one of our key audit matters.

(b) Audit procedures performed:

  • Assessing the appropriateness of accounts receivable and acquiring the estimations and historical trend of collection from relevant authorities; obtaining the aging analysis of accounts receivable and examining relevant documents to verify the accuracy of the aging period; understanding the recent trend of the industry and the long overdue accounts receivable of major customers to identify whether signs of impairment loss exist in order to assess the appropriateness of provision for doubtful accounts; and evaluating the reasonableness of the judgement of the managements based on the subsequent collection of accounts receivable.

  • We also assessed whether the Group’ s disclosure of information on account receivables was appropriate.

Other Matters

We did not audit the financial statements of associates. Those statements were audited by other auditors, and our opinion, insofar as it relates to the amounts included for those associates, is based solely on the report of the other auditors. The financial statements of these associates reflect the total assets constituting 1.83% and 31.15% of the consolidated total assets at December 31, 2022 and 2021, respectively, and the related share of profit of associates accounted for using the equity method constituting 0.92% and 54.12% of the consolidated total profit before tax for the years then ended, respectively.

The Company has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, and we have issued an unqualified audit report with an emphisis of the matter paragrah and other matters paragrah, and an unqualified opinion with other matters paragrah, respectively, for reference.

166

4-3

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 with the IFRSs, IASs, IFRIC, 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.

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 auditor’s 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and 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 determini 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.

167

4-4

  1. 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.

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Hsin-Ting Huang and Kuo-Yang Tseng.

KPMG

Taipei, Taiwan (Republic of China) March 31, 2023

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ review report and consolidated financial statements, the Chinese version shall prevail.

168

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(a))
1110
Current financial assets at fair value through profit or loss (Note 6(b))
1150
Notes receivable, net (Note 6(d))
1170
Accounts receivable, net (Note 6(d))
1180
Accounts receivable due from related parties, net (Notes 6(d) and 7)
1200
Other receivables, net (Notes 6(e) and 13)
1220
Total current tax assets
1310
Inventories, manufacturing business (Note 6(f))
1400
Current biological assets
1421
Prepayments to suppliers
1429
Other prepayments
1476
Other current financial assets (Note 8)
1479
Other current assets, others
Total current assets
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (Notes 6(c), (g) and 8)
1550
Investments accounted for using equity method (Notes 6(g), 8 and 9)
1600
Property, plant and equipment (Note 6(h))
1755
Right-of-use assets (Note 6(i))
1760
Investment property, net (Note 6(j))
1780
Intangible assets
1830
Non-current biological assets
1840
Deferred tax assets (Note 6(r))
1915
Prepayments for business facilities
1975
Net defined benefit asset, non-current (Note 6(q))
1980
Other non-current financial assets
Total non-current assets
Total assets
December 31, 2022
Amount
%
$ 8,504,412
51
95,366
1
164,053
1
831,258
5
487,544
3
10,123
-
-
-
1,570,255
10
21,260
-
367,369
2
37,236
-
5,506
-
6,348
-
12,100,730
73
1,522,815
9
304,201
2
1,988,740
12
13,010
-
613,160
4
612
-
7,065
-
33,490
-
3,510
-
51,783
-
15,488
-
4,553,874
27
$
16,654,604
100
December 31, 2021
Amount
%
1,664,560
16
93,798
1
163,881
2
769,031
7
452,151
4
22,380
-
1,502
-
711,566
7
26,023
-
609,887
6
47,834
-
12,254
-
6,177
-
4,581,044
43
120,701
1
3,313,918
32
1,947,298
18
14,496
-
614,900
6
1,869
-
7,326
-
3,059
-
1,242
-
19,850
-
12,573
-
6,057,232
57
10,638,276
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (Note 6(k))
2110
Short-term notes and bills payable (Note 6(l))
2120
Current financial liabilities at fair value through profit or loss (Note 6(b))
2130
Current contract liabilities (Note 6(u))
2150
Notes payable
2170
Accounts payable (Notes 6(m) and 7)
2200
Other payables (Notes 6(q) and (v))
2230
Current tax liabilities (Note 6(r))
2280
Current lease liabilities (Note 6(o))
2322
Long-term borrowings, current portion (Note 6(n))
2399
Other current liabilities, others (Note 7)
Total current liabilities
Non-Current liabilities:
2540
Long-term borrowings (Note 6(n))
2570
Deferred tax liabilities(Note 6(r))
2580
Non-current lease liabilities (Note 6(o))
2640
Net defined benefit liability, non-current (Note 6(q))
2670
Other non-current liabilities, others
Total non-current liabilities
Total liabilities
Equity (Notes 6(c), (g) and (s)):
3110
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury stock
Total equity attributable to owners of parent:
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2021
Amount
%
516,312
5
520,000
5
1,481
-
47,351
-
719
-
577,337
5
467,193
4
64,864
1
2,498
-
-
-
164,163
2
2,361,918
22
1,050,000
10
222,537
2
977
-
5,119
-
6,598
-
1,285,231
12
3,647,149
34
4,999,990
47
993,134
10
209,930
2
240,776
2
851,981
8
(105,953)
(1)
(203,876)
(2)
6,985,982
66
5,145
-
6,991,127
66
10,638,276
100
Amount
%
$ 769,490
5
370,000
2
-
-
53,777
-
659
-
615,996
4
949,854
6
339,284
2
1,718
-
570,000
4
185,800
1
3,856,578
24
-
-
223,071
1
566
-
-
-
6,530
-
230,167
1
4,086,745
25
4,999,990
30
1,006,742
6
276,984
2
240,776
1
6,213,851
37
28,205
-
(203,876)
(1)
12,562,672
75
5,187
-
12,567,859
75
$
16,654,604
100

See accompanying notes to consolidated financial statements.

169

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

4000
Operating revenue (Notes 6(p), (u) and 7)
5000
Operating costs (Notes 6(f), (q) and 7)
5910
Less: Unrealized profit (loss) from sales
5920
Add: Realized profit (loss) on from sales
Gross profit from operations
Operating expenses (Notes 6(d), (f), (o), (q), (v) and 7):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss
Total operating expenses
Net operating (loss) income
Non-operating income and expenses :
7020
Other gains and losses, net (Note 6(w))
7050
Finance costs, net (Note 6(w))
7060
Shares of profit of associates and joint ventures accounted for using equity method,
net (Note 6(g))
7100
Total interest income (Note 6(w))
7225
Gains on disposals of investments (Notes 6(g), (w) and 9)
Total non-operating income and expenses
7900
Profit from continuing operations before tax
7950
Less: Income tax expenses (Note 6(r))
Profit
8300
Other comprehensive income (Note 6(s)):
8310
Components of other comprehensive income that will not be reclassified to profit or
loss
8311
Gains (losses) on remeasurements of defined benefit plans (Note 6(q))
8316
Unrealized gains from investments in equity instruments measured at fair value
through other comprehensive income
8320
Shares of other comprehensive income of associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be
reclassified to profit or loss
8349
Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit
or loss
8361
Exchange differences on translation of foreign financial statements
8370
Shares of other comprehensive income of associates and joint ventures accounted for
using equity method, components of other comprehensive income that will be
reclassified to profit or loss
8399
Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income, net
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interests
Profit
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Total comprehensive income
Basic earnings per share (Note 6(t))
9750
Basic earnings per share
9850
Diluted earnings per share
For theyears ended December 31 For theyears ended December 31 For theyears ended December 31
2022 %
100
87
-
-
13
10
6
-
16
(3)
1
-
3
-
56
60
57
3
54
-
1
-
-
1
-
-
-
-
1
55
54
-
54
55
-
55
12.17
11.96
2021
Amount
9,944,978
8,409,291
231
702
1,536,158
955,655
370,913
233
1,326,801
209,357
89,181
(11,359)
344,102
4,355
-
426,279
635,636
43,625
592,011
(6,933)
44,690
13,595
-
51,352
(2,722)
39
-
(2,683)
48,669
640,680
591,827
184
592,011
640,465
215
640,680
Amount
$ 11,069,440
9,623,679
403
231
1,445,589
1,121,980
709,044
6,947
1,837,971
(392,382)
73,951
(27,012)
337,908
7,613
6,211,072
6,603,532
6,211,150
292,578
5,918,572
32,781
91,321
(4,733)
-
119,369
10,683
-
-
10,683
130,052
$
6,048,624
$ 5,918,495
77
$
5,918,572
$ 6,048,582
42
$
6,048,624
$
$
%
100
85
-
-
15
9
4
-
13
2
1
-
3
-
-
4
6
-
6
-
-
-
-
-
-
-
-
-
-
6
6
-
6
6
-
6
1.22
1.21

See accompanying notes to consolidated financial statements.

170

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Adjustments of capital surplus for the Company's cash dividends received by
subsidiaries
Cash dividends contributed to non-controlling interests by subsidiaries
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Adjustments of capital surplus for the Company's cash dividends received by
subsidiaries
Disposal of investments accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other
comprehensive income by associates accounted for using the equity method
Balance at December 31, 2022
Equity attributable Equity attributable Equity attributable Equity attributable to owners of the parent comp the parent comp any any any any Non-
controlling
interests
Total
equity
Share capital Capital
surplus
Retained earnings Total other equity interest Treasury
stock
Total equity
attributable
to owners of
the parent
company
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity
interest
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
$ 4,999,990
-
-
-
-
-
-
-
-
4,999,990
-
-
-
-
-
-
-
-
$
4,999,990
974,083 126,621 240,776 964,748 1,332,145 (31,870)
-
(2,683)
(2,683)
-
-
-
-
-
(34,553)
-
10,683
10,683
-
-
-
14,499
-
(9,371)
(44,007)
-
48,938
48,938
-
-
-
-
(76,331)
(71,400)
-
86,119
86,119
-
-
-
13,287
9,570
37,576
(75,877)
-
46,255
46,255
-
-
-
-
(76,331)
(105,953)
-
96,802
96,802
-
-
-
27,786
9,570
28,205
(203,876)
-
-
-
-
-
-
-
-
(203,876)
-
-
-
-
-
-
-
-
(203,876)
7,026,465 5,137
184
31
215
-
-
-
(207)
-
5,145
77
(35)
42
-
-
-
-
-
5,187
7,031,602
-
-
-
-
-
-
-
-
591,827
2,383
591,827
2,383
591,827
48,638
592,011
48,669
- - - - 594,210 594,210 640,465 640,680
-
-
-
-
-
-
-
19,051
-
-
83,309
-
-
-
-
-
-
-
-
-
-
(699,999)
19,051
(207)
-
4,999,990
-
-
993,134
-
-
209,930
-
-
240,776
-
-
6,991,127
5,918,572
130,052
- - - - 6,048,624
-
-
-
-
-
-
-
13,608
-
-
67,054
-
-
-
-
-
-
-
-
-
-
(499,999)
13,608
14,499
-
$
4,999,990
1,006,742 276,984 240,776 12,567,859

See accompanying notes to consolidated financial statements.

171

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit losses
Net losses (gains) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Shares of profit of associates and joint ventures accounted for using equity method
Gains on disposal of property, plant and equipment
Gains on disposal of investments accounted for using equity method
Unrealized profit from sales
Realized profit on from sales
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Increase in current financial assets at fair value through profit or loss
Increase in notes receivable
Decrease in notes receivable due from related parties
Increase in accounts receivable
Increase in accounts receivable due from related parties
Decrease (increase) in other receivables
Increase in inventories
Decrease (increase) in biological assets
Decrease (increase) in prepayments
Increase (decrease) in other current assets
Decrease (increase) in defined benefit assets - non-current
Increase in financial liabilities at fair value through profit or loss
Increase in contract liabilities
Decrease in notes payable
Increase in accounts payable
Increase in other payables
Increase in other current liabilities
Decrease in net defined benefit liabilities
Total changes in operating assets and liabilities, net
Total adjustments
Cash outflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
For the years ended December 31
2022
2021
$ 6,211,150
635,636
105,531
102,227
1,257
2,542
6,947
233
7,542
(10,260)
27,012
11,359
(7,613)
(4,355)
(8,906)
(9,394)
(337,908)
(344,102)
(648)
(654)
(6,211,072)
-
403
231
(231)
(702)
(4)
-
(6,417,690)
(252,875)
(591)
(14,229)
(172)
(26,683)
-
2,700
(69,162)
(115,232)
(35,393)
(84,827)
344
(1,005)
(858,229)
(139,166)
2,470
(7,210)
253,163
(338,071)
(151)
153
849
(4,492)
-
4,095
5,600
7,725
(60)
(1,138)
38,294
51,285
486,551
424
21,272
22,617
(5,119)
(988)
(160,334)
(644,042)
(6,578,024)
(896,917)
(366,874)
(261,281)
7,613
4,355
(27,012)
(11,359)
(44,628)
(5,266)
(430,901)
(273,551)
2022
$ 6,211,150
105,531
1,257
6,947
7,542
27,012
(7,613)
(8,906)
(337,908)
(648)
(6,211,072)
403
(231)
(4)
(6,417,690)
(591)
(172)
-
(69,162)
(35,393)
344
(858,229)
2,470
253,163
(151)
849
-
5,600
(60)
38,294
486,551
21,272
(5,119)
(160,334)
(6,578,024)
(366,874)
7,613
(27,012)
(44,628)
(430,901)

172

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D)

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other financial assets
Decrease in other financial assets
Increase in prepayments for business facilities
Dividends received
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
(Decrease) increase in other non-current liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of the period
Cash and cash equivalents, end of the period

See accompanying notes to consolidated financial statements.

173

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Taisun Enterprise Corporation (the “ Company” ) was established on October 21, 1960 in Taiwan, the Republic of China, with the approval of the Ministry of Economic Affairs. Its registered office is located at No. 6, Xinggong Rd., Tianzhong Township, Changhua County.

The consolidated financial statements of the Company as of December 31, 2022 and 2021 comprised the Company and its subsidiaries (together referred to as “the Group”).

The major business activities of the Company and its subsidiaries (the “Group”) are the manufacturing and sales of cooking oil, food, beverages and aquafeeds.

(2) Approval date and procedures of the consolidated financial statements:

The consolidated financial statements were authorized for issuance by the Board of Directors on March 31, 2023.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2022:

  • ●Amendments to IAS 16 “Property, Plant and Equipment—Proceeds before Intended Use”

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018–2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its consolidated financial statements:

  • ●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”

(Continued)

174

10

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●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” and amendments to IFRS 17 “ Insurance Contracts”

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

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information “

  • ●IFRS16 “Requirements for Sale and Leaseback Transactions”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated in Note 3, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C.

(b) Basis of preparation

  • (i) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the balance sheets:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Fair value through other comprehensive income are measured at fair value;

  • 3) The net defined benefit liability is recognized as the present value of the defined benefit obligation, less the fair value of plan assets and evaluation on the impact of upper limit in Note 4(r).

  • (ii) Functional and presentation currency

The functional currency of each Group entities is determined based on the primary economic environment in which the entities operate. The consolidated financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

(Continued)

175

11

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Basis of consolidation

  • (i) Principle of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the noncontrolling interests having a deficit balance. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized income arising from investment accounted for using equity method is eliminated against the Company invested in its subsidiaries.

The accounting treatment for unrealized loss is the same as that for unrealized income only when there is no indication of impairment.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

  • (ii) List of subsidiaries included in the consolidated financial statements
Investor
Company
Subsidiary Nature of
business
Shareholding ratio
December
31, 2022
December
31, 2021
Notes
Shareholding ratio
December
31, 2022
December
31, 2021
Notes
December
31, 2022
The Company
The Group
The Group
The Company
The Company
TAISUN
(CAYMAN)
INVESTMENT
LTD.
PIN-TAI DISTRIBUTION,
ENTERPRISE CO., LTD.
TAIWAN NIKOMART CO., LTD.
CHUANG SHIN TRAFFIC CO., LTD.
TAISUN YUAN CO., LTD.
TAISUN (CAYMAN) INVESTMENT
LTD.
TAISUN ENTERPRISE
(ZHANGZHOU) FOODS LTD.
Wholesaler of
cooking oil and
food
Operating
Chained
Convenience
Stores
Logistics
Investment
Management
Investment
Produce and
sell food,
beverage,
snacks and
canned
products
%
99.93
%
98.12
%
97.42
%
100.00
%
100.00
%
100.00
%
99.93
A subsidiary that the
Company directly
holds more than 50%
of its shares.
%
98.12
A subsidiary that the
Group directly
(indirectly) holds
more than 50% of its
shares.
%
97.42
A subsidiary that the
Group directly holds
more than 50% of its
shares. (Note)
%
100.00
A subsidiary that the
Company directly
holds more than 50%
of its shares.
%
100.00
A subsidiary that the
Company directly
holds more than 50%
of its shares.
%
100.00
A subsidiary that
TAISUN
(CAYMAN)
INVESTMENT LTD.
directly holds more
than 50% of its
shares.

(Continued)

176

12

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Subsidiaries excluded from consolidation:None.

(d) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences related to an investment in equity securities designated as at fair value through other comprehensive income, which is recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from, or payable to, a foreign operation is neither planned nor likely to occur in the foreseeable future, the exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current when:

  • (i) It is expected to be realized, or intended to be sold or consumed, during the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

(Continued)

177

13

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) The asset is cash and cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (i) It is expected to be settled within the Group’s normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) The liability is due to be settled within twelve months after the reporting period; or

  • (iv) The Group 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 issuing equity instruments do not affect its classification.

  • (f) Cash and cash equivalents

Cash comprises cash on hand, check deposits and demand deposits. Cash equivalents are assets that are readily convertible to known amounts of cash, and are subject to an insignificant risk of changes in their fair value.

Time deposits are accounted under cash and cash equivalents if they are in accord with the definition aforementioned definition, and are held for the purpose of meeting short-term cash commitment rather than for investment or other purpose.

(g) Financial instruments

Account receivables initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value, plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at amortized cost, fair Value through other comprehensive income (FVOCI) – debt investment, FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

178

14

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held-for-trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‘trade receivables’ line item. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

(Continued)

179

15

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

4) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivables, leases receivable, guarantee deposits paid and other financial assets), debt investments measured at FVOCI and contract assets.

The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment, as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 365 days past due or the debtor is unlikely to pay its credit obligations to the Group in full.

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

(Continued)

180

16

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘ creditimpaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is creditimpaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 365 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of writeoff based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers the assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(Continued)

181

17

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

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

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value, and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense, and foreign exchange gains and losses, are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

5) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(iii) Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The replacement cost of raw material is its net realizable value.

(i) Biological assets

Biological assets are measured at fair value, less costs to sell on initial recognition and at the end of each reporting period. Costs to sell are the incremental costs directly attributable to the disposal of the assets, excluding finance costs and income taxes. Gains and losses arising on initial recognized of biological assets at fair value, less costs to sell, and from changes in fair value, less costs to sell of biological assets, are recognized in profit or loss for the period in which they arise.

(j) Investment in associates

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for using equity method and are recognized initially at cost. The cost of investment includes transaction costs. The carrying amount of investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The Group’s shares of profit or loss and other comprehensive income of investments accounted for using equity method are included, after adjustments to align the said investees’ accounting policies with those of the Group, in the consolidated financial statements from the date on which significant influence commences until the date that significant influence ceases.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Gains and losses resulting from the transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.

When the Group’ s share of losses of an associate equals or exceeds its interest in associates, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group discontinues the use of the equity method and measures the retained interest at fair value from the date when its investment ceases to be an associate. The difference between the fair value of the retained interest and the proceeds from disposal, and the carrying amount of the investment at the date the equity method was discontinued, is recognized in profit or loss. The Group accounts for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income is required to be reclassified to profit or loss (or retained earnings) on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (or retained earnings) when the equity method is discontinued.

(k) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income over the term of the lease.

(l) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

(iii) Depreciation

Depreciation is calculated on the cost of an asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

periods are as follows:
(1)Buildings 1~56 years
(2)Machinery 1~16 years
(3)Instrument equipment 2~15 years
(4)Other equipment 1~16 years

The major components of the houses and buildings of the Group mainly comprised of main buildings, mechanical and electrical equipments and other equipments. And they are depreciated according to their residual life of 26~56 years, 15~26 years and 3~13 years respectively.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owneroccupied to investment property.

(m) Lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(i) As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be reliably determined, the Group’ s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • - fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

Lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • - there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents its right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group has elected not to recognize the right-of-use assets and lease liabilities for shortterm leases of its equipments that have a lease term of 12 months or less and leases of its lowvalue assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(ii) As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

(n) Intangible assets

  • (i) Recognition and measurement

Intangible assets that the Group acquired are measured at cost, less accumulated amortization and impairment loss. Regarding investments using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment, and the impairment loss of such investments is not allocated to goodwill and any assets, but as part of the carrying amount of investment using the equity method.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

(iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Computer software cost 3~5 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(o) Impairment – non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, deferred tax assets and employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset’ s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value, less costs to sell. Value-in-use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(p) Provisions

A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

The group’ s estimated obligations for dismantling, moving and lease improvements after initial acquisition or subsequent use for a period of time are recognized as costs and liabilities of the asset.

(q) Revenue

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Sale of goods

The Group manufactures cooking oils, foods and beverages, as well as aquafeeds, and sells them to distributors. The Group recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

The Group often offers volume discounts to its customers based on aggregate sales its products over a 12 months period. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A contract liability is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the credit term of its sales is consistent with the industry.

The Group sells cooking oils and foods, and pays slotting fees, logistics fees and product display fees, etc. to customers according to the sales and its contracts. Since the payment cannot been exchanged for distinguishable goods or services, it is redeemed as deduction of sales price and income.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

2) Customer loyalty program

The Group operates a customer loyalty program to its retail customers. Retail customers obtain points for purchases made, which entitle them to discount on future purchases. The Group considers that the points provide a material right to customers that they would not receive without entering into a contract. Therefore, the promise to provide points to the customer is a separate performance obligation. The transaction price is allocated to the product and the points on a relative stand-alone selling price basis. Management estimates the stand-alone selling price per point on the basis of the discount granted when the points are redeemed, and on the basis of the likelihood of redemption, based on past experience. The stand-alone selling price of the product sold is estimated on the basis of the retail price. The Group has recognized contract liability at the time of sale on the basis of the principle mentioned above. Revenue from the award points is recognized when the points are redeemed or when they expire.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Management services

The Group provides business transportation services. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.

  • 4) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and the payment made by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

(r) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

  • (ii) Defined benefit plans

The Group’s net obligation in respect of the defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of the defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability (asset), which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the thennet defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Short-term employee benefits

Short-term employee benefits are expensed as related services are provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(s) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(t) Earnings per share

Disclosures are made of basic and diluted earnings per share attributable to ordinary equity holders of the Group. The basic earnings per share are calculated based on the profit attributable to the ordinary shareholders of the Group divided by weighted-average number of ordinary shares outstanding. The diluted earnings per share are calculated based on the profit attributable to the ordinary shareholders of the Group, divided by weighted-average number of ordinary shares outstanding after adjustment for the effects of all potential dilutive ordinary shares, such as convertible bonds and employee stock options.

  • (u) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may incur revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment and COVID 19 within the next financial year are as follows:

(a) Impairment of trade receivable

When there is objective evidence of impairment loss, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding possible future credit losses) discounted at the financial asset’s original effective interest rate. When the actual future cash flows are less than expected, a material impairment loss may arise. Please refer to Notes 6(d) for further description of the impairment of trade receivable.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to Note 6(f) for further description of the valuation of inventories.

The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

Please refer to notes listed as below for assumptions used in measuring fair value.

  • (a) Note 6(j) , Investment property

  • (b) Note 6(x) , Financial instruments

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand and petty cash
Check deposits
Cash in banks
Time deposits
Cash equivalents
Cash and cash equivalents
December 31,
2022
$ 1,995
17,486
8,243,728
176,259
64,944
$
8,504,412
December 31,
2021
1,206
22,503
1,437,007
191,855
11,989
1,664,560

Please refer to Note 6(x) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities.

(b) Financial assets and liabilities at fair value through profit or loss

Assets mandatorily measured at fair value through profit or
loss:
Derivative instruments not used for hedging
Forward exchange contracts
Non-derivative financial assets
Stocks listed on domestic markets
Beneficiary certificates open-end funds
Total
December 31,
2022
$ -
58,258
37,108
$
95,366
December 31,
2021
712
59,896
33,190
93,798

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31,
2022
Liabilities mandatorily measured at fair value through profit
or loss:
Non-derivative financial liabilities
Forward exchange contracts
$
-
December 31,
2021
1,481
  • (i) Please refer to Note 6(x) for disclosure on financial instrument related credit, exchange rate and interest rate risk.

  • (ii) The aforesaid financial assets were not pledged as collateral.

  • (iii) Derivative instruments not used for hedging

The Group holds derivative financial instruments to hedge certain foreign exchange and interest risk the Group is exposed to, arising from its operating, financing and investing activities. The following derivative instruments, without the application of hedge accounting, were classified as mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities:

Forward exchange contracts:

Buy option
Sell option
December 31, 2021
Contract amount
(In thousands)
USD
4,000
USD
4,000
Exercise price
Exercise date
27.490~27.780(USD/NTD)
2022.02.22~2022.05.12
27.490~27.780(USD/NTD)
2022.02.22~2022.05.12

(c) Non-current financial assets at fair value through other comprehensive income

Equity instruments at fair value through other
comprehensive income-non current:
Shares of stock of listed companies

Shares of stock of unlisted companies
Shares of stock of overseas unlisted companies
Total
December 31,
2022
$ 1,503,413
1,155
18,247
$
1,522,815
December 31,
2021
108,329
1,155
11,217
120,701

(i) The Group intends to hold its equity investments for long-term strategic purposes, rather than for transaction purposes. Therefore, the investments are measured at FVOCI.

  • (ii) On December 5, 2022, due to the disposal of a portion of investment using equity method and the loss of significant influence, the Company transferred the investment to financial assets measured at fair value through other comprehensive income. Please refer to Note 6(g) for further details.

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) On December 31, 2021, the Group sold its equity investment measured at FVOCI-Xinxing Electronics Co. Ltd. for strategic purpose. The fair value at the time of disposal was $96,125 thousand and accumulated gain on disposal was amounted to $76,331 thousand, which was reclassified from other equity to retained earnings.

  • (iv) Please refer to Note 6(x) for credit risk and market risk.

  • (v) Please refer to Note 8 for details on pledged assets for bank loans on December 31, 2022. The aaforesaid financial assets were not pledged as collateral.

  • (d) Notes and accounts receivable

Notes receivable
Accounts receivable
Accounts receivable from related parties
Overdue receivables
Less:Allowance for impairment
December 31,
2022
$ 164,053
869,424
487,544
11,452
(49,618)
$
1,482,855
December 31,
2021
163,881
800,311
452,151
11,378
(42,658)
1,385,063

The Group applies the simplified approach to provide for the loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and the days past due, as well as forward looking information, including overall economic environment and related industrial information.

The loss allowance provision in food, logistics and bulk materials segments was determined as follow:

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2022 December 31, 2022
Gross carrying
amount
$ 1,388,642
43,537
-
4
-
881
$
1,433,064
Expected loss
rate
0%~2.16%
0%~0.01%
0%~8.33%
5.00~11.42%
10.00~25.00%
100%
Loss allowance
provision
29,991
4
-
-
-
881
30,876

(Continued)

195

31

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2021 December 31, 2021
Gross carrying
amount
$ 1,289,229
31,534
-
-
-
844
$
1,321,607
Expected loss
rate
0%~2.42%
0%~0.9%
1.38~8.33%
5.73~11.42%
13.04~33.33%
100%
Loss allowance
provision
31,114
3
-
-
-
844
31,961

The loss allowance provision in aquafeed segment was determined as follow:

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2022 December 31, 2022
Gross carrying
amount
Expected loss
rate
$ 73,464
0.12%
6,294
2.57%
9,080
10.15%~87.25%
-
10.28%
-
25.00%
9,911
100%
$
98,749
December 31, 2021
Loss allowance
provision
88
161
7,922
-
-
9,911
18,082
Expected loss
rate
0.11%
2.23%
11.40%
13.29%
30.43%
100%
Loss allowance
provision
97
51
15
-
-
9,797
9,960

Other than note receivables and account receivables mentioned above, the loss allowance provision at 100% expected loss rate was determined as follow:

Over 365 days past due December 31, 2022 December 31, 2022
Gross carrying
amount
$
660
Expected loss
rate
100%
Loss allowance
provision
660

(Continued)

196

32

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Over 365 days past due December 31, 2021 December 31, 2021
Gross carrying
amount
$
737
Expected loss
rate
100%
Loss allowance
provision
737

The movements in the allowance for notes and accounts receivable were as follow:

Balance on January 1
Impairment losses recognized
Foreign exchange losses (gains)
Balance on December 31
For the years ended December 31
2022
2021
$ 42,658
42,428
6,947
233
13
(3)
$
49,618
42,658
2022
$ 42,658
6,947
13
$
49,618

As of December 31, 2022 and 2021, the financial assets mentioned above were not pledged as collateral.

  • (e) Other receivables
Other receivables
Less: allowance for impairment
December 31,
2022
$ 15,523
(5,400)
$
10,123
December 31,
2021
27,780
(5,400)
22,380

The movements in the allowance for impairment for other receivables were as follow:

Balance on January 1
Allowance for impairment
Balance on December 31
For the years ended December 31 For the years ended December 31
2022
$ 5,400
-
$
5,400
2021
5,400
-
5,400

As of December 31, 2022 and 2021, there were no other receivables that were past due but not impaired.

Please refer to Note 6(x) for the Group’s notes and accounts receivable exposed to credit risk and currency risk.

As of December 31, 2022 and 2021, the aforesaid financial assets were not pledged as collateral.

(Continued)

197

33

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(f) Inventories

Raw materials
Materials
Work in process
Finished goods
Merchandise
December 31,
2022
$ 664,957
24,271
381,736
429,724
69,567
$
1,570,255
December 31,
2021
159,560
26,542
173,563
300,391
51,510
711,566

Other gains or losses from inventories except for cost of goods sold recognized as expenses in the current period:

Operating cost
Inventory price losses (gains) from price recovery of
inventory
Revenue from sale of scraps
Gains (losses) on physical inventory
Losses on disposal
Operating expenses
For the Years Ended December 31
2022
2021
$ 498
(356)
(2,656)
(2,764)
3,350
(5,745)
5,837
5,088
22,557
21,515
$
29,586
17,738
For the Years Ended December 31
2022
2021
$ 498
(356)
(2,656)
(2,764)
3,350
(5,745)
5,837
5,088
22,557
21,515
$
29,586
17,738
2022
$ 498
(2,656)
3,350
5,837
22,557
$
29,586
17,738

For the December 31, 2022 the price loss for the write down of inventories to the net realizable value resulted in the Group to recognize a loss; and for the year ended December 31, 2021, the Group recognized a gain from the reversal of allowance for inventory valuation loss resulting from destocking. Such gain was deducted from cost of goods sold.

As of December 31, 2022 and 2021, the aforesaid inventories were not pledged as collateral.

  • (g) Investments accounted for using equity method

  • (i) Subsidiaries that have material non-controlling interest were as follows:

Name of
Affiliates
Nature of
relationship
with the Group
Main
operation
location
Proportion of
shareholding
and voting rights
December
31, 2022
December
31, 2021
%
-
%
22.47
TAIWAN FAMILYMART
CO., LTD.
Operate chained convenience
stores, explore selling points
for the Group
Taiwan

(Continued)

198

34

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

TAIWAN FAMILYMART CO., LTD. is one of the listed companies in Taiwan, with its fair value reflected as below:

December 31,
2022
$
-
December 31,
2021
12,413,713

The following information of the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information is the fair value adjustment made during the acquisition and relevant differences in accounting principles between the Company and its subsidiaries as at the acquisition date. The intra-group transactions were not eliminated in this information.

Information regarding TAIWAN FAMILYMART CO., LTD. and its subsidiaries

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to non-controlling interests
Net assets attributable to investee
Operating revenue
Net income
Other comprehensive income
Total comprehensive income
Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to investee
December 31,
2021
$ 17,134,275
50,472,010
(33,982,369)
(26,628,080)
$
6,995,836
$
657,346
$
6,338,490
For the Years
Ended December
31
2021
$
83,659,512
$ 1,409,749
78,361
$
1,488,110
$
80,662
$
1,407,448

(Continued)

199

35

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Shares of net assets attributable to investee on January 1
Comprehensive income attributable to the Group
Dividends from associates and joint ventures
subtotal
Add: investment property
Add: trademark
Add: goodwill
Book value of net equity of associates attributable to the
Group on December 31
2022.1.1
~2022.12.5
$ 1,424,230
275,431
(235,735)
1,463,926
20,000
129,713
1,457,345
$
3,070,984
For the Years
Ended December
31, 2021
1,484,149
316,254
(376,173)
1,424,230
20,000
129,713
1,457,345
3,031,288

On December 2, 2022, the Board of Directors of the Group decided to dispose of part of their holdings in TAIWAN FAMILYMART CO., LTD. On December 5, 2022, the Group sold 43,300 thousand shares for a net disposal price of NTD$7,986,979 thousand, based on a book value of NTD$2,648,969 thousand on the same day. The Group also recognized a foreign exchange difference of NTD$12,521 thousand for cumulative financial statements of overseas operations, with a recognized gain on disposal of investments of NTD$5,325,489 thousand. The shareholding ratio decreased from 22.47% to 3.07%, and the Group assessed that it had lost significant influence over TAIWAN FAMILYMART CO., LTD. The Group then reassessed their remaining 3.07% equity in TAIWAN FAMILYMART CO., LTD. at a fair value of NTD$1,309,576 thousand as of December 5, 2022, and recognized as a non-current financial asset measured at fair value through other comprehensive income. The Group also transferred the remaining book value of associated enterprise equity of NTD$422,015 thousand and recognized a foreign exchange difference of NTD$1,978 thousand, with a recognized gain on disposal of investments of NTD$885,583 thousand. The total disposal gain from the aforementioned transaction was NTD$6,211,072 thousand, please refer to Note 6 (w) for further information.

Due to the above disposal transaction, the Group also transferred the accumulated unrealized loss on financial asset measured at fair value through other comprehensive income of TAIWAN FAMILYMART CO., LTD. of NTD$13,287 thousand to retained earnings, which was previously recognized under the equity method.

(ii) Associates

The Group’s financial information about investments accounted for using the equity method that are individually insignificant was as follows:

Carry amounts of individually insignificant associates’
equity
December 31,
2022
$
304,201
December 31,
2021
282,630

(Continued)

200

36

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For the Years Ended
December 31
2022 2021
Attributable to the Group:
Net gain $ 57,233 42,122
Other comprehensive income (loss) 509 (639)
Comprehensive income $ 57,742 41,483

(iii) Pledge to secure

As of December 31, 2021 the deals of the investment accounted for using equity method were pledged as collateral for long-term borrowings and credit lines, please refer to Note 8.

(h) Property, plant and equipment

The movement in the cost, depreciation, and impairment loss of the property, plant and equipment of the Group as of December 31, 2022 and 2021 were as follows:

Cost or deemed cost:
Balance on January 1, 2022
Additions
Disposals
Transfer in
Transfer out
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Additions
Disposals
Transfer in
Transfer out
Effect of movement in exchange rate
Balance on December 31, 2021
Depreciation and impairment loss:
Balance on January 1, 2022
Depreciation for the period
Disposals
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the period
Disposals
Effect of movement in exchange rate
Balance on December 31, 2021
Land
$ 1,151,899
25,610
-
-
-
-
$
1,177,509
$ 1,151,899
-
-
-
-
-
$
1,151,899
$ -
-
-
-
$
-
$ -
-
-
-
$
-
Buildings
961,734
2,028
-
1,650
-
2,416
967,828
949,120
3,917
-
9,280
-
(583)
961,734
703,756
27,760
-
1,702
733,218
675,406
28,748
-
(398)
703,756
Machinery
equipment
1,099,225
6,671
(58,688)
216,095
-
4,749
1,268,052
1,004,424
18,544
(8,139)
85,520
-
(1,124)
1,099,225
868,460
50,830
(57,215)
4,105
866,180
828,773
48,478
(7,816)
(975)
868,460
Transportation
equipment
115,970
5,779
(10,110)
-
-
178
111,817
106,091
18,838
(8,921)
-
-
(38)
115,970
68,771
10,888
(5,995)
163
73,827
63,709
10,605
(5,507)
(36)
68,771
Other
facilities
120,510
38,044
(259)
18,810
-
253
177,358
114,835
2,768
(308)
3,275
-
(60)
120,510
95,081
8,518
(253)
243
103,589
88,457
6,990
(308)
(58)
95,081
Construction
in progress
234,028
65,517
-
-
(236,555)
-
62,990
128,393
203,710
-
-
(98,075)
-
234,028
-
-
-
-
-
-
-
-
-
-
Total
3,683,366
143,649
(69,057)
236,555
(236,555)
7,596
3,765,554
3,454,762
247,777
(17,368)
98,075
(98,075)
(1,805)
3,683,366
1,736,068
97,996
(63,463)
6,213
1,776,814
1,656,345
94,821
(13,631)
(1,467)
1,736,068

(Continued)

201

37

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amounts:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Land
$
1,177,509
$
1,151,899
$
1,151,899
Buildings
234,610
273,714
257,978
Machinery
equipment
401,872
175,651
230,765
Transportation
equipment
37,990
42,382
47,199
Other
facilities
73,769
26,378
25,429
Construction
in progress
62,990
128,393
234,028
Total
1,988,740
1,798,417
1,947,298
  • (i) Since the law in Taiwan does not allow a legal person or an entity to acquire any agricultural land beginning 2016, the title deed of the 14 pieces of agricultural land, amounting to NTD$45,389 thousand, located at parcel no.185 and 186 in the Daxin Section of Beidou Township, Changhua County, had been transferred to a natural person. However, the Group still keeps the original certificate of ownership of the real estate for security purpose.

  • (ii) Please refer to Note 6(w) for the disposal of profit and loss.

  • (iii) As of December 31, 2022 and 2021, the aforementioned land, houses and buildings were not provided as collateral guarantees.

  • (i)

  • Right-of-use assets

The movements in the cost and depreciation of the leased land and buildings were as follows:

Cost:
Balance on January 1, 2022
Additions
Reductions
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Additions
Effect of movement in exchange rate
Balance on December 31, 2021
Accumulated depreciation:
Balance on January 1, 2022
Depreciation for the period
Reductions
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the period
Effect of movement in exchange rate
Balance on December 31, 2021
Land
$ 21,683
-
-
385
$
22,068
$ 21,776
-
(93)
$
21,683
$ 10,695
448
-
189
$
11,332
$ 10,299
440
(44)
$
10,695
Buildings
10,470
2,068
(1,151)
-
11,387
5,922
4,548
-
10,470
6,962
2,774
(623)
-
9,113
4,308
2,654
-
6,962
Total
32,153
2,068
(1,151)
385
33,455
27,698
4,548
(93)
32,153
17,657
3,222
(623)
189
20,445
14,607
3,094
(44)
17,657

(Continued)

202

38

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amounts:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Land
$
10,736
$
11,477
$
10,988
Buildings
2,274
1,614
3,508
Total
13,010
13,091
14,496

As of December 31, 2022 and 2021, the right-of-use assets were not pledged as collateral.

(j) Investment property

The following are the investment property, including properties, owned by the Group, with leases containing an initial noncancellable lease term of 1 to 2 years. Some leases provide the lessees with options to extend at the end of the term.

The rental revenue of investment property is a fixed amount.

The Group’s investment properties were subsequently measured at cost after initial recognition, the details were as follows:

Cost or deemed cost:
Balance on January 1, 2022
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Loss of control of a subsidiary
Balance on December 31, 2021
Depreciation and impairment loss:
Balance on January 1, 2022
Depreciation for the year
Effect of movement in exchange rate
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the year
Reclassifications
Balance on December 31, 2021
Self-owned Self-owned property
Buildings
155,112
23
155,135
155,118
(6)
155,112
106,274
1,757
6
108,037
104,362
1,914
(2)
106,274
Total
721,174
23
721,197
721,180
(6)
721,174
106,274
1,757
6
108,037
104,362
1,914
(2)
106,274
Land and
improvements
$ 566,062
-
$
566,062
$ 566,062
-
$
566,062
$ -
-
-
$
-
$ -
-
-
$
-

(Continued)

203

39

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amounts:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Fair value:
Balance on December 31, 2022
Balance on December 31, 2021
Self-owned Self-owned Self-owned property
Buildings
Total
47,098
613,160
50,756
616,818
48,838
614,900
$
1,054,079
$
1,014,766
Total
Land and
improvements
$
566,062
$
566,062
$
566,062
613,160
616,818
614,900
  • (i) Investment property comprises a number of commercial properties that were leased to third parties. The subsequent lease term of each lease contract was negotiated with the lessee, and no contingent rent is charged.

  • (ii) The fair value of investment properties was based on recent transaction price of similar location and areas on the website of the Department of Land Administration M.O.I., the website of real estate trading, etc. Under the valuation techniques for financial instruments measured at fair value, the inputs were categorized at level 3.

(iii) As of December 31, 2022 and 2021, the investment properties were not pledged as collateral.

  • (k) Short-term borrowings
Letter of credit
Unsecured bank loans
Total
Unused credit lines
Interest rates
December 31,
2022
$ 409,490
360,000
$
769,490
$
2,748,478
1.675%~6.13%
December 31,
2021
54,312
462,000
516,312
2,998,293
0.66%~1.53%

Please refer to Note 6(x) for details on financial risk.

(Continued)

204

40

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(l) Short-term notes and bills

The short-term notes and bills payable were summarized as follows:

Commercial paper
payable
Commercial paper
payable
December 31, 2022 December 31, 2022
Guarantee or
acceptance institution
Range of
interest rates (%)
Unused
credit lines
International Bills Finance
Corporation,
Taiwan Cooperative Bills
Finance Corporation,
Ta Ching Bills Finance
Corporation,
China Bills Finance
Corporation
760,000
Guarantee or
acceptance institution
Range of
interest rates (%)
Unused
credit lines
China Bills Finance
Corporation,
International Bills Finance
Corporation,
Taiwan Cooperative Bills
Finance Corporation,
Grand Bills Finance
Corporation,
Ta Ching Bills Finance
Corporation
0.89%~1.30% 720,000

As of December 31, 2022 and 2021, the Group did not pledge assets to provide collateral for commercial paper payable.

Please refer to Note 6(x) for details on financial risk.

  • (m) Account payable
Payables to suppliers
(n)
Long-term borrowings
December 31,
2022
$
615,996
December 31,
2021
577,337
Secured bank loans
Less: Current portion
Total
Unused credit line
December 31, 2022 December 31, 2022
Currency Interest rate Year due
Amount
2023
$ 570,000
(570,000)
$
-
$
1,030,000
NTD 1.51%~2.25%

(Continued)

205

41

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Secured bank loans
Unsecured bank loans
Less: Current portion
Total
Unused credit line
December 31, 2021 December 31, 2021
Currency Interest rate Year due
Amount
2023
$ 750,000
2024
300,000
-
$
1,050,000
$
708,972
NTD
NTD
1%~1.06%
1.26%

(i) Collateral for bank loans

Please refer to Note 8 for details on related assets pledged as collateral.

(ii) Please refer to Note 6(x) for details on financial risk.

(o) Lease liabilities

The Group’s lease liabilities were as follows:

Current
Non-current
Please refer to Note 6(x) for maturity analysis.
December 31,
2022
$
1,718
$
566
December 31,
2021
2,498
977

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to leases of low-value, excluding short-
term leases of low-value assets
For the years ended December 31
2022
2021
$
30
41
$
536
573
$
64
120
For the years ended December 31
2022
2021
$
30
41
$
536
573
$
64
120
2021
41
573
120

The amounts recognized in the statement of cash flows by the Group were as follows:

Total cash outflow for leases
(i)
Real estate leases
For the Year Ended December 31 For the Year Ended December 31
2022
$
3,357
2021
3,441

The Group leases house and buildings for its warehouses. The leases of warehouses typically run for a period of 1 to 3 years.

(Continued)

206

42

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Other leases

The Group also leases office equipment with contract terms of one year, and these leases are short-term and/or leases of low-value items. The Group has elected not to recognize its right-ofuse assets and lease liabilities for these leases.

(p) Operating leases

Leases as lessor

The Group leases out its investment property. The Group has classified these leases as operating leases because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(j) for more related information on operating leases of investment property.

A maturity analysis of lease payments showing the undiscounted lease payments to be received after the reporting date is as follows:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Total undiscounted lease payments
December 31,
2022
$ 11,073
5,736
5,192
4,236
23
55
$
26,315
December 31,
2021
8,859
4,390
1,405
1,060
236
55
16,005

For the years ended December 31, 2022 and 2021, the rental revenues from investment properties amounted to $15,570 thousand and $11,220 thousand, respectively.

(q) Employee benefits

(i) Defined benefit plans

The reconciliation of fair value of the defined benefit plans and plan assets is as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit assets
Net defined benefit assets
Net defined benefit liabilities
December 31,
2022
$ 183,898
(235,681)
$
(51,783)
$ (51,783)
-
$
(51,783)
December 31,
2021
232,437
(247,168)
(14,731)
(19,850)
5,119
(14,731)

(Continued)

207

43

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Employee benefit liabilities are listed as follows:

Compensated absences liability December 31,
2022
$
12,744
December 31,
2021
12,744

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pension benefits for its employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for six months prior to retirement.

1) Composition of plan assets

The Group sets aside pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. Such funds are managed by the Bureau of Labor Funds, Ministry of Labor. Under these regulations, the minimum earnings from these pension funds shall not be less than the earnings from twoyear time deposits with the interest rates offered by local banks.

The Group’ s contributions to the pension funds were deposited with Bank of Taiwan amounting to $235,681 thousand as of the reporting date. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

2) Movements in present value of the defined benefit obligations

The movements in the present value of the defined benefit obligations for the years ended December 31, 2022 and 2021 were as follows:

Defined benefit obligations on January 1
Current service costs and interest
Remeasurements of the net defined benefit
liability (asset)
-Actuarial loss (gain) due to experience
adjustments
-Actuarial (gain) loss from changes in
financial assumption
Benefits paid by the plan
Defined benefit obligation on December 31
For the Years Ended December 31
2022
2021
$ 232,437
238,431
2,486
3,080
2,806
2,913
(15,896)
6,972
(37,935)
(18,959)
$
183,898
232,437
2022
$ 232,437
2,486
2,806
(15,896)
(37,935)
$
183,898

(Continued)

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TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Movements on the defined benefit plan assets

The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2022 and 2021 were as follows:

December 31, 2022 and 2021 were as follows:
For the Years Ended December 31
2022 2021
Fair value of plan assets on January 1 $ 247,168 254,615
Interest revenue 1,279 1,692
Remeasurements of the net defined benefit liability
(asset)
-Return on plan assets (not including current 19,691 2,952
interest cost)
Contributed amount 7,209 6,868
Benefits paid by the plan (36,738) (18,959)
Others (2,928) -
Fair value of plan asset on December 31 $ 235,681 247,168
  • 4) Expenses recognized in profit and loss

The Group’s pension expenses recognized in profit or loss for the years ended December 31, 2022 and 2021 were as follows:

Current service costs
Net interests on net defined benefit liability (asset)
Operating costs
Selling expenses
General and administrative expenses
Other profit and loss
For the Years Ended December 31
2022
2021
$ 1,278
1,613
(71)
(225)
$
1,207
1,388
$ 465
1,045
245
360
497
101
$
1,207
1,506
$
-
118
2022
$ 1,278
(71)
$
1,207
$ 465
245
497
$
1,207
$
-

(Continued)

209

45

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 5) Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income

The Group’ s net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2022 and 2021 were as follows:

Cumulative amount on January 1
Recognized during the year
Cumulative amount on December 31
For the Years Ended December 31 For the Years Ended December 31
2022
$ 123,095
(32,781)
$
90,314
2021
116,162
6,933
123,095
  • 6) Actuarial assumptions

The key actuarial assumptions at the reporting date are as follows:

Discount rate
Future salary increase rate
2022.12.31
2021.12.31
1.500%~1.750%
0.500~0.625%
%
1.000
%
1.000

Based on the actuarial report, the Group is expected to make a contribution payment of $7,200 thousand to the defined benefit plans for the one year period after the reporting date of 2022.

The weighted-average duration of the defined benefit plans is between 9.18~11.36 years.

7) Sensitivity analysis

In determining the present value of the defined benefit obligation, the Group’ s management makes judgments and estimates in determining certain actuarial assumptions on the balance sheet date, which includes discount rate and future salary increase rate. Changes in actuarial assumptions may have significant impact on the amount of the defined benefit obligation.

As of December 31, 2022 and 2021, the changes in the principal actuarial assumptions that will have an impact on the present value of the defined benefit obligation were as follows:

December 31, 2022
Discount rates
Future salary increase rates
December 31, 2021
Discount rates
Future salary increase rates
Impact on the present value
of defined benefit obligation
Increase by
0.25
Decrease by
0.25
$ 2,018
3,691
3,615
1,980
(5,038)
5,197
5,136
2,738

(Continued)

210

46

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The sensitivity analysis assumed all other variables remain constant during the measurement. This may not be representative of the actual change in the defined benefit obligation as some of the variables may be correlated in the actual situation. The model used in the sensitivity analysis is the same as that of the defined benefit obligation liability.

The analysis is performed on the same basis for both periods.

(ii) Defined contribution plans

The Group allocates 6% of each employee’ s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The costs of the pension contributions to the Labor Insurance Bureau for the years ended December 31, 2022 and 2021 amounted to $22,583 thousand and $21,280 thousand, respectively.

(r) Income tax

(i) The income tax expenses were as follows:

Current income tax expense
Current period incurred
Undistributed earnings additional tax
Prior years income tax adjustment
Deferred tax expense
Origin and reversal of temporary difference
Income tax expense from continuing operations
For the Years Ended December 31 For the Years Ended December 31
2022
$ 349,326
5,552
(32,402)
322,476
(29,898)
$
292,578
2021
29,880
65
9,080
39,025
4,600
43,625

(Continued)

211

47

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) The income tax on pre-tax financial income was reconciled with the income tax expense for the years ended December 31, 2022 and 2021 as follows:

Profit excluding income tax
Income tax using the Company's domestic tax rate
Effect tax rates in foreign jurisdiction
Non-deductible expenses
Gains from equity method
Dividends revenue
Recognition on previously unrecognized tax loss
Changes in unrecognized temporary differences
Undistributed earnings
(Over estimation) underestimation from prior period
Gains from disposal of investments
Basic income tax
Others
Total
For the Years Ended December 31
2022
2021
$ 6,211,150
635,636
$ 1,242,231
127,128
4,268
6,725
502
546
(67,582)
(68,796)
(1,781)
(5,672)
(23,025)
(19,038)
2,666
508
5,552
65
(32,402)
9,080
(1,242,176)
-
345,408
-
58,917
(6,921)
$
292,578
43,625
2022
$ 6,211,150
$ 1,242,231
4,268
502
(67,582)
(1,781)
(23,025)
2,666
5,552
(32,402)
(1,242,176)
345,408
58,917
$
292,578

(iii) Deferred tax assets

  • 1) Unrecognized deferred tax assets
Pension expense
Tax-losses carryforward
Allowance losses
Losses on investment using equity method
Others
December 31,
2022
$ -
19,950
6,562
88,672
2,740
$
117,924
December 31,
2021
1,024
44,062
5,387
88,672
3,796
142,941

The above-meneioned defferred income tax assets were not recognized because the Group is not likely to have sufficient taxable income for use in the future.

(Continued)

212

48

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

As of December 31, 2022, the Group did not recognize its prior years’ loss carry-foward as deferred tax assets. The expiry years thereof are as follows:

Remaining
creditable amount
$ 300
430
76,134
293
553
3,051
65
$
80,826
Remaining creditable
tax amount
Year of
expriration
60
2023
86
2024
19,011
2025
59
2026
111
2027
610
2030
13
2032
19,950

2) Recognized deferred tax assets and liabilities

The movements in deferred tax assets and liabilities for the years ended December 31, 2022 and 2021 were as follows:

Deferred tax assets:
Balance on January 1, 2022
Recognize as profit or loss
Balance on December 31, 2022
Balance on January 1, 2021
Recognize as profit or loss
Balance on December 31, 2021
Inventory
valuation
loss
$ 2,309
-
$
2,309
$ 2,309
-
$
2,309
Loss
deduction
-
30,431
30,431
4,600
(4,600)
-
Unrealized
gross
profit
750
-
750
750
-
750
Total
3,059
30,431
33,490
7,659
(4,600)
3,059

(iv) Deferred tax liabilities

Land value increment tax
Pension expense
December 31,
2022
$ 222,537
534
$
223,071
December 31,
2021
222,537
-
222,537

(Continued)

213

49

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(v) Status of approval of income tax

Status of approval of income tax
Company Year
The Company 2020
PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD. 2020
TAIWAN NIKOMART CO., LTD. 2020
CHUANG SHIN TRAFFIC CO., LTD. 2020
TAISUN YUAN CO., LTD. 2020

(s) Share capital and other equity

As of December 31, 2022 and 2021, the authorized capital of the Company consisted of 1,000,000 thousand shares, respectively, at a par value of $10 per share, amounting to $10,000,000 thousand, respectively, with the outstanding shares amounting to $4,999,990 thousand.

(i) Capital surplus

The components of the capital surplus were as follows:

Treasury shares transactions
Changes in equity of associates accounted for using
equity method
Surplus from issuance of ordinary shares
Surplus from issuance of ordinary shares-employee
stock options
Expired employee stock options
Others
December 31,
2022
$ 71,496
17
915,977
4,132
1,561
13,559
$
1,006,742
December 31,
2021
57,888
17
915,977
4,132
1,561
13,559
993,134

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of the par value should not exceed 10% of the total common stock outstanding.

(Continued)

214

50

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Retained earnings

The Company is in its mature stage of business cycle and its annual earnings and future cash flow are stable while the Company still have significant expansion of production capacity and vertical development plans in the next few years. The Company’ s Articles of Incorporation stipulate that the Company's net earnings should first be used to offset the prior years' deficits, if any, after paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, and then at least 50% of the remaining profit, together with any undistributed retained earnings, shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval. However, more than 30% of the total dividend distribution in the current year shall be distributed in cash dividends, and the rest shall be distributed in the form of stock dividends.

If the common stock dividends per share is less than NTD 0.1, the Board of Directors have the right not to distribute it.

A resolution was approved during the shareholders’ meeting on December 26, 2021 for the amendments of the Company’s articles of association as follows:

The Company is in its mature stage of business cycle and its annual earnings and future cash flow are stable while it still have significant expansion of production capacity and development plans in the next few years. Therefore, the distribution of surplus earnings should first be used to offset any deficit after the end of each quarter. If the surplus earnings are to be distributed in cash, it should be reported during the stockholder's meeting, without needing of approval, in accordance with Article 228-1 and 240-5 of Company Act. The Company's articles of incorporation stipulate that the Company's net earnings should first be used to offset the prior quarter’ s deficits, if any, after paying any income taxes. The appropriation for legal reserve is discontinued when the balance of the legal reserve equals the total authorized capital. Aside from the aforesaid legal reserve, the Company may, under its Articles of Incorporation or as required by the government, appropriate the earnings for special reserve. Of the remaining balance, 10% is to be appropriated as legal reserve, and the proportion of cash dividend shall not be less than 30% of the total dividend distribution.

If the cash dividend is less than NTD 0.1, the Board of Directors have the right not to distribute it.

1) Legal reserve

When a company incurs profit, the shareholders shall decide on the distribution of the statutory earnings reserve either by issuing new shares or by paying cash of up to 25% of the actual share capital.

(Continued)

215

51

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Special reserve

The Company applied for exemptions during its first-time adoption of IFRSs, resulting in its retained earnings to increase by $240,776 thousand, incurred from unrealized revaluation increments, exchange differences on translation of foreign financial statements, and fair value of investment property being used as the cost on initial recognition at the transition date. In accordance with rules as issued by the Financial Supervisory Commission on April 6, 2012, a special reverse equals to the contra account of other shareholders' equity is appropriated from current and prior period earnings. The aforementioned special reserve may be reversed in proportion with the usage, disposal, or reclassification of the related assets, and then, be distributed afterwards. As of December 31, 2022, and 2021, the Company recognized the special reserve related to all IFRSs adjustments amounting to $240,776 thousand.

When the debit balance of any of the contra accounts in the shareholders’ equity is reversed, the related special reserve can be reversed. The subsequent reversals of the contra accounts in shareholders’ equity shall qualify for additional distributions.

The special reserve that was calculated at the end of the period through the difference between the market price and the book value of the parent company's shares held by its subsidiaries based on their shareholding percentage shall not be distributed. However, if the market price rebounds, the special reserve shall be reversed according to their shareholding percentage.

3) Earnings distribution

The amounts of cash dividends of appropriations of earnings for 2021 and 2020 had been approved in the Board of Directors’ meetings on March 25, 2022 and in the shareholders’ meeting on August 18, 2021, respectively. These earnings were appropriated as follows:

Common stock dividends per share
Cash
Dividends per share
2021
$
499,999
$
1
2020
699,999
1.4

For information on earnings distribution, which was approved during the shareholders’ meeting, please visit the public information observatory for further information.

There will be no earnings distribution for the third quarter of the year based on the resolution approved during the Board meeting held on March 15, 2023.

(iii) Treasury stock (held by the subsidiaries)

Before the amendment of the Company Law in 2001, the Company’s subsidiaries purchased the Company’s stock in the open market for investment purposes. Stock held by subsidiaries are deemed as treasury stocks.

(Continued)

216

52

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The numbers of shares, book value and market price held by the Company’s subsidiaries are as follows:

Beginning Ending
Subsidiaries shares Add Less shares
2022
PIN-TAI DISTRIBUTION ENTERPRISE 10,351 - - 10,351
CO., LTD.
TAIWAN NIKOMART CO., LTD. 2,960 - - 2,960
CHUANG SHIN TRAFFIC CO., LTD. 368 - - 368
13,679 - - 13,679
2021
PIN-TAI DISTRIBUTION ENTERPRISE 10,351 - - 10,351
CO., LTD.
TAIWAN NIKOMART CO., LTD. 2,960 - - 2,960
CHUANG SHIN TRAFFIC CO., LTD. 368 - - 368
13,679 - - 13,679
December 31, December 31,
2022 2021
PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD. $ 154,637 154,637
TAIWAN NIKOMART CO., LTD. 44,880 44,880
CHUANG SHIN TRAFFIC CO., LTD. 4,359 4,359
$ 203,876 203,876

The stock prices of the Company as of December 31, 2022 and 2021, were NTD 32.55 and NTD 27.30 respectively.

(iv) Other equity

Balance on January 1, 2022
Exchange differences on foreign operation
Unrealized gain from financial assets measured at fair value through other
comprehensive income
Changes in other comprehensive income (loss) of associates accounted for
using equity methods
Disposal of investment accounted for using equity method
Disposal of investments in equity instruments designated at fair value
through other comprehensive income of associates accounted for using
equity method
Balance on December 31, 2022
Exchange
differences on
translation of
foreign
financial
statements
$ (34,553)
10,683
-
-
14,499
-
$
(9,371)
Unrealized
gains (losses)
from financial
assets
measured at
FVOCI
(71,400)
-
91,361
(5,242)
13,287
9,570
37,576
Total
(105,953)
10,683
91,361
(5,242)
27,786
9,570
28,205

(Continued)

217

53

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2021
Exchange differences on foreign operation
Unrealized gain from financial assets measured at fair value through other
comprehensive income
Changes in other comprehensive income (loss) of associates accounted for
using equity methods
Disposal of investments in equity instruments designated at fair value
through other comprehensive income
Balance on December 31, 2021
Exchange
differences on
translation of
foreign
financial
statements
$ (31,870)
(2,722)
-
39
-
$
(34,553)
Unrealized
gains (losses)
from financial
assets
measured at
FVOCI
(44,007)
-
44,659
4,279
(76,331)
(71,400)
Total
(75,877)
(2,722)
44,659
4,318
(76,331)
(105,953)

(t) Earnings per share

The Group’s basic earnings per share and diluted earnings for per share were calculated as follows:

Basic earnings per share
Profit from continuing operation attributable to the Company
Weighted average number of ordinary shares
Less: impact of treasury stock
Adjusted weighted average number of ordinary shares
Earnings per share
Diluted earnings per share
Profit from continuing operation attributable to the Company
(after adjusting the effect of diluted ordinary shares)
Adjusted weighted-average number of ordinary shares
The impact of employee stock compensation
Adjusted weighted-average number of ordinary shares (after
adjusting the effect of diluted ordinary shares)
Earnings per share
For the Years Ended December 31 For the Years Ended December 31
2022
$
5,918,495
499,999
13,606
486,393
$
12.17
$
5,918,495
486,393
8,485
494,878
$
11.96
2021
591,827
499,999
13,606
486,393
1.22
591,827
486,393
1,643
488,036
1.21

(Continued)

218

54

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(u) Revenue from contracts with customers

(i) Disaggregation of revenue

Main product/service
Consumer food
Bulk materials and
aquafeeds
Service revenue
Rental revenue from
investment properties
Main product/service
Consumer food
Bulk materials and
aquafeeds
Service revenue
Rental revenue from
investment properties
For the Year Ended December 31, 2022 For the Year Ended December 31, 2022 For the Year Ended December 31, 2022 For the Year Ended December 31, 2022
Consumption
division
Commodity
division
Foreign
division
Other
$ 6,040,100
-
631,525
-
-
3,969,706
-
-
-
-
-
415,876
-
-
-
12,233
$
6,040,100
3,969,706
631,525
428,109
For the Year Ended December 31, 2021
Total
6,671,625
3,969,706
415,876
12,233
11,069,440
Commodity
division
-
3,511,608
-
-
3,511,608
Foreign
division
571,441
-
-
-
571,441
Other
-
-
415,952
7,665
423,617
Total
6,009,753
3,511,608
415,952
7,665
9,944,978

(ii) Contract balances

Notes receivable
Notes receivable-related parties
Accounts receivable
Accounts receivable-related parties
Overdue receivable
Less: loss allowance
Total
Contract liabilities-sales
December 31,
2022
$ 164,053
-
869,424
487,544
11,452
(49,618)
$
1,482,855
$
53,777
December 31,
2021
163,881
-
800,311
452,151
11,378
(42,658)
1,385,063
47,351
January 1, 2021
137,198
2,700
661,594
390,134
12,059
(42,428)
1,161,257
39,800

For details on notes receivable, accounts receivable and loss allowance, please refer to Note 6(d).

(Continued)

219

55

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The amount of revenue recognized for the year ended December 31, 2022 and 2021, which were included in the contract liabilities balance at the beginning of the period, were $44,770 thousand and $29,766 thousand, respectively.

The major change in the balance of contract liabilities is the difference between the time frame in the performance obligation to be satisfied by transferring ownership to the customer and the payment to be received.

(v) Remunerations to employees and directors

The Company’s Articles of Incorporation require that earnings shall first be offset against any deficit, then, a minimum of 2% will be distributed as employee remuneration, and a maximum of 5% will be allocated as remuneration to directors. Employees who are entitled to receive the above-mentioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet certain specific requirements.

For the the years ended December 31, 2022 and 2021, remuneration of employees of $267,000 thousand and $34,500 thousand, respectively, and remuneration of directors of $200,000 thousand and $27,000 thousand, respectively, were estimated on the basis of the Company’s net profit before tax, excluding the remuneration of employees and directors of each period, multiplied by the percentage of remuneration of employees and directors as specified in the Company’ s articles of incorporation. Such amounts were recognized as operating expenses for the three months and the years ended December 31, 2022 and 2021, Management is expecting that the differences, if any, between the actual distributed amounts and estimated amounts will be treated as changes in accounting estimates and will be charged to profit or loss. The number of shares to be distributed was calculated based on the closing price of the Company’s ordinary shares, one day prior to Board of Directors meeting.

There was no difference between the amounts approved in the Board of Directors meeting and the amounts distributed. For further information, please refer to Market Observation Post System website.

(w) Non-operating income and expenses

(i) Other gains and losses

The details of other gain and losses were as follows:

Dividend income
Rental revenue
Foreign exchange gains
Gains on disposal of property, plant and equipment
(Losses) gains on financial assets at FVTPL
Directors' remunerations
Delivery service income
Other gains and losses
For the Years Ended December 31 For the Years Ended December 31
2022
$ 8,906
3,849
23,411
648
(7,542)
7,943
13,033
23,703
$
73,951
2021
9,394
4,436
13,271
654
10,260
13,467
12,620
25,079
89,181

(Continued)

220

56

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Finance costs

The details of finance costs were as follows:

Interest expense
Bank loans
Lease liability
For the Years Ended December 31 For the Years Ended December 31
2022
$ 26,982
30
$
27,012
2021
11,318
41
11,359

(iii) Interest revenue

The details of interest revenue were as follows:

Bank deposits
Others
For the Years Ended December 31 For the Years Ended December 31
2022
$ 7,111
502
$
7,613
2021
4,212
143
4,355

(iv) Gains on disposal of investments

Gains on disposal of investment accounted for using equity method

For the Years Ended December 31 For the Years Ended December 31
2022
$
6,211,072
2021
-
  • (x) Financial instruments

(i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

Except for the Group’s largest client, CENTRAL UNION OIL CORP., the Group did not have any major credit risk exposure to any individual counterparty or any "counterparties that have similar traits" (referred to by the Group as its "associates").

As of December 31, 2022 and 2021, the Group reviewed the concentrations of credit risk arising from its biggest customer-CENTRAL UNION OIL CORP., and it was both 26%, respectively, of the accounts receivable.

(Continued)

221

57

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Accounts receivable of credit risk

For credit risk exposure of notes and accounts receivables, please refer to note 6(d). Other financial assets at amortized cost includes other receivables and time deposits, etc. All of these financial assets are considered to be low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Please refer to Note 6(e) for the movement of allowance for loss.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including the estimated interest payments but excluding the impact of netting agreements.

December 31, 2022
Non-derivative financial liabilities
Lease liabilities
Unsecured bank loans (NTD)
Unsecured bank loans (USD)
Secured bank loans (NTD)
Short-term notes and bills payable
Non-interest bearing liabilities
December 31, 2021
Non-derivative financial liabilities
Lease liabilities
Unsecured bank loans (NTD)
Unsecured bank loans (USD)
Secured bank loans (NTD)
Short-term notes and bills payable
Non-interest bearing liabilities
Carrying
amount
$ 2,284
360,000
409,490
570,000
370,000
1,573,039
$ 3,284,813
$ 3,475
462,000
54,312
1,050,000
520,000
1,051,847
$ 3,141,634
Contractual
cash flows
2,309
363,542
421,201
580,716
370,000
1,573,039
3,310,807
3,506
464,864
54,504
1,069,098
520,000
1,051,847
3,163,819
Within
6 months
1,233
363,542
421,201
5,385
370,000
1,573,039
2,734,400
1,263
464,864
54,504
5,751
520,000
1,051,847
2,098,229
6-12
months
505
-
-
575,358
-
-
575,863
1,263
-
-
5,751
-
-
7,014
1-2
years
571
-
-
-
-
-
571
980
-
-
755,708
-
-
756,688
2-5
years
-
-
-
-
-
-
-
-
-
-
301,888
-
-
301,888

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or in significantly different amounts.

(Continued)

222

58

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Currency risk

1) Exposure of foreign currency risk

The Group’s significant exposure to foreign currency risk is as follows:

The
Group’s significant
exposure to foreign currency risk exposure to foreign currency risk is as follows: is as follows:
Financial assets
Monetary items
USD : NTD
USD : CNY
JPY : NTD
CNY : NTD
CNY : USD
Financial liabilities
Monetary items
USD : NTD
December 31, 2022
Foreign
Currency
Exchange
Rate
NTD
$ 6,101
30.708
188,260
-
-
-
51,170
0.2324
11,892
5,088
4.4175
22,479
13,000
0.144
57,428
$ 13,335
30.708
409,490
December 31, 2021
Foreign
Currency
$ 6,101
-
51,170
5,088
13,000
$ 13,335
Exchange
Rate
30.708
-
0.2324
4.4175
0.144
30.708
Foreign
Currency
15,045
24
-
5,010
13,000
1,961
Exchange
Rate
NTD
27.690
415,578
6.379
662
-
-
4.341
21,745
0.157
56,428
27.690
54,312

  • 2) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, other financial assetscurrent, accounts receivable, other receivables and borrowings that are denominated in foreign currency. A 1% appreciation or depreciation of US dollar against New Taiwan dollar as of December 31, 2022 and 2021 would have increased (decreased) the pre-tax net income for the years ended December 31, 2022 and 2021 by $1,035 thousand and $3,521 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for both periods.

  • 3) Foreign exchange gains or losses on monetary item

Since the Group has various kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by the total amount. For the years ended December 31, 2022 and 2021, the foreign exchange (loss) gain (including realized and unrealized portions) amounted to $23,411 thousand and $13,271 thousand, respectively.

(Continued)

223

59

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

financial assets and liabilities.
Fixed rate instruments:
Financial assets
Financial liabilities
Variable rate instruments:
Financial assets
Financial liabilities
Book value
December 31,
2022
December 31,
2021
$ 70,450
24,243
370,000
520,000
$
(299,550)
(495,757)
$ 8,419,987
1,628,862
1,339,490
1,566,312
$
7,080,497
62,550
December 31,
2022
$ 70,450
370,000
$
(299,550)
$ 8,419,987
1,339,490
$
7,080,497

The following sensitivity analysis is based on the risk exposure to interest rate risk of derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year at the reporting date. The report of the Group’s internal management on the increases/decreases in

the interest rates and the exposure to changes in interest rates of 0.5% is considered by the management to be a reasonable change of interest rate.

If the interest rate increases / decreases by 0.5%, the Group’s net income will decrease /increase by $28,322 thousand and $250 thousand for the years ended December 31, 2022 and 2021, respectively, assuming all other variable factors remaining constant. This is mainly due to the Group’s floating interest rate of cash in bank and borrowing factoring.

(v) Other market price risk

If the equity price changes, the impact of equity price change to other comprehensive income will be as follows; assuming the analysis is based on the same basis for both years and assuming that all other variables considered in the analysis remain constant:

Equity price on
reporting date
Increase 5%
Decrease 5%
For the years ended December 31
2022
2021
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
$ 60,913
3,815
4,828
3,723
(60,913)
(3,815)
(4,828)
(3,723)
For the years ended December 31
2022
2021
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
$ 60,913
3,815
4,828
3,723
(60,913)
(3,815)
(4,828)
(3,723)
2022 Net Income
(Loss)
(net of tax)
3,815
(3,815)
Comprehensive
Income (Loss)
(net of tax)
$ 60,913
(60,913)

(Continued)

224

60

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (vi) Fair value of financial instruments

  • 1) Categories of financial instruments and fair value hierarchy

The Group measured its financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income on a recurring basis. The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy were as follows;however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Financial assets at fair value through profit or loss
Non derivative financial assets
Listed Stocks
Beneficiary Certificate-Open-end Funds
Subtotal
Financial assets at fair value through other
comprehensive income
Shares of stock listed on domestic markets
Shares of stock unlisted on domestic markets
Shares of stock unlisted on foreign markets
Subtotal
Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivables (including
related parties)
Other receivables (including related parties)
Other financial asset-current
Other financial asset-non current
Subtotal
Total
Financial liabilities at amortized cost
Short term borrowings
Short term notes and bills payable
Notes and accounts payable (including related
parties)
Other payables (including related parties)
lease liabilities (including non-current)
Long term borrowings (including current
portion)
Deposits received (recognized in the balance
sheet as other non-current liabilities, others)
Subtotal
Total
December 31, 2022 December 31, 2022 December 31, 2022
Book value
$ 58,258
37,108
95,366
$ 1,503,413
1,155
18,247
1,522,815
$ 8,504,412
1,482,855
10,123
5,506
15,487
10,018,383
$ 11,636,564
$ 769,490
370,000
616,655
949,854
2,284
570,000
6,530
3,284,813
$
3,284,813
Fair value
Level 1
58,258
37,108
95,366
1,503,413
-
-
1,503,413
-
-
-
-
-
-
1,598,779
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
1,155
18,247
19,402
-
-
-
-
-
-
19,402
-
-
-
-
-
-
-
-
-
Total
58,258
37,108
95,366
1,503,413
1,155
18,247
1,522,815
-
-
-
-
-
-
1,618,181
-
-
-
-
-
-
-
-
-

(Continued)

225

61

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair value through profit or loss
Derivative financial assets
Foreign exchange option
Non derivative financial assets
Listed Stocks
Beneficiary Certificate-Open-end Funds
Subtotal
Financial assets at fair value through other
comprehensive income
Shares of stock listed on domestic markets
Shares of stock unlisted on domestic markets
Shares of stock unlisted on foreign markets
Subtotal
Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable (including
related parties)
Other receivables (including related parties)
Other financial asset-current
Other financial asset-non current
Subtotal
Total
Financial liability at fair value through profit or
loss
Derivative financial liabilities
Foreign exchange option
Financial liabilities at amortized cost
Short term borrowings
Short term notes and bills payable
Notes and accounts payable (including related
parties)
Other payables (including related parties)
lease liabilities (including non-current)
Long term borrowings
Deposits received (recognized in the balance
sheet as other non-current liabilities, others)
Subtotal
Total
December 31, 2021 December 31, 2021 December 31, 2021
Book value
$ 712
59,896
33,190
93,798
$ 108,329
1,155
11,217
120,701
$ 1,664,560
1,385,063
22,380
12,254
12,573
3,096,830
$
3,311,329
$ 1,481
$ 516,312
520,000
578,056
467,193
3,475
1,050,000
6,598
3,141,634
$
3,143,115
Fair value
Level 1
-
59,896
33,190
93,086
108,329
-
-
108,329
-
-
-
-
-
-
201,415
-
-
-
-
-
-
-
-
-
-
Level 2
712
-
-
712
-
-
-
-
-
-
-
-
-
-
712
1,481
-
-
-
-
-
-
-
-
1,481
Level 3
-
-
-
-
-
1,155
11,217
12,372
-
-
-
-
-
-
12,372
-
-
-
-
-
-
-
-
-
-
Total
712
59,896
33,190
93,798
108,329
1,155
11,217
120,701
-
-
-
-
-
-
214,499
1,481
-
-
-
-
-
-
-
-
1,481

(Continued)

226

62

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Valuation techniques for financial instruments not measured at fair value:

The assumptions and methods used in valuing financial instruments that are not measured at fair value are as follows:

  • a) Financial assets and liabilities measured at amortized cost

Fair value measurement for financial assets and liabilities is based on the latest quoted price and agreed-upon price if these prices are available in an active market. When market value is unavailable, fair value of financial assets and liabilities are evaluated based on the discounted cash flow of the financial assets and liabilities.

  • 3) Valuation techniques for financial instruments measured at fair value:

  • a) Non-derivative financial instruments

Financial instruments trade in active markets is based on quoted market prices.

If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. If a financial instrument does not accord with the aforementioned definition, then it is considered to be without a quoted price in an active market. In general, market with low trading volume or high bid-ask spreads is an indication of a non-active market.

If the financial instruments held by the Group have an active market, the measurements of fair value are categorized as follows:

  • The listed stocks and beneficiary certificate-open-end funds are recognized as financial assets and liabilities traded in active markets by the standards and nature. The fair value is measured at the market quoted price.

Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from competitor. Fair value measured by valuation technique can be extrapolated from similar financial instruments, discounted cash flow method or other valuation technique which include model calculating with observable market data at the balance sheet date.

If the financial instruments held by the Group have no active market, the measurements of fair value are categorized as follows:

  • Equity instruments without quoted price: The fair value is measured at net asset value method. By looking through the nature and the included items of each asset and liability item and collecting the market value information of each asset and liability for items whose book value may be different from the fair value, the Group needs to obtain the fair value of the Company's net assets, and calculate the Company's equity value. The discount effect is adjusted due to lack of market liquidity in equity securities.

(Continued)

227

63

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

b) Derivative financial instruments

These are based on the valuation model accepted by the most market users, ex: discount rate and option pricing model. Forward exchange agreement is usually based on the current forward rate. Fair value of structured financial instruments is based on appropriated valuation model, ex: Black-Scholes model, or other valuation model, ex: Monte Carlo simulation.

  • c) Financial instruments measured at fair value

The Group uses market-observable inputs as much as possible to measure its assets and liabilities. The different levels, wherein the inputs of valuation techniques are used to measure the fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability.

  • 4)

  • Transfers between Level 1 and Level 2

There were no changes in the valuation techniques for fair value for the years ended December 31, 2022 and 2021. In addition, there have been no transfers from each level for the year ended December 31, 2022. Due to the transfer of the investee company from an emerging company to a listed company in 2021, the fair value level of the subsidiary was transferred from the second level to the first level.

  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include financial assets measured at fair value through other comprehensive income-equity investments.

The Group’ s equity instrument investments without an active market in Level 3 have more than one significant unobservable inputs. The significant unobservable inputs of financial instrument investments without an active market are individually independent, and there is no correlation between them.

(Continued)

228

64

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Quantified information of significant unobservable inputs was as follow:

Item
Financial assets at fair
value
through other
comprehensive income
equity
investments
without an active market
Financial assets at fair value
throughother
comprehensive income-
equity investments
without an active market
Financial assets at fair value
through profit or loss-equity
investments without an
active market
Valuation
technique
Market
method –
comparable
company
analysis
net asset value
method
net asset value
method
Significant unobservable
inputs
Interrelationship between
significant unobservable
inputs and fair value
measurement
‧Market illiquidity discount
(as of December 31, 2022 is
50%)
‧ The estimated fair value
would increase (decrease)
if the market illiquidity
discount
were
lower
(higher)
‧net asset value
‧Market illiquidity discount
(as of December 31, 2022,
and December 31, 2021
were 25%)
‧ Not applicable
‧ The estimated fair value
would increase (decrease)
if the market illiquidity
discount
were
lower
(higher)
‧net asset value
‧Market illiquidity discount
(as of December 31, 2022,
and December 31, 2021
were 25%)
‧ Not applicable
‧ The estimated fair value
would increase (decrease)
if the market illiquidity
discount
were
lower
(higher)
  • 6) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Group’s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:

December 31, 2022
Financial assets at fair value through
other comprehensive income
Equity investments without an
active market
December 31, 2021
Financial assets at fair value through
other comprehensive income
Equity investments without an
active market
Inputs
Market illiquidity
discount
Market illiquidity
discount
Fluctuation
Profit or loss
in
inputs
Favorable
Unfavorable
1%
$
-
-
1%
$
-
-
Other comprehensive
income
Favorable
Unfavorable
194
(194)
124
(124)
Favorable
194
124

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(Continued)

229

65

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (y) Financial risk management

  • (i) Overview

The Group has exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks’ exposures, please refer to the respective notes in the accompanying consolidated financial statements.

  • (ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has deputized managements of core business departments for developing and monitoring the Group’s risk management policies, wherein the management reports regularly to the Board of Directors on its activities.

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’ s activities. The Group, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group’s Internal Audit Department oversees how the management’s supervision complies with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures and exception management, the results of which are reported to the Audit Committee.

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’ s receivables from customers and investments in debt securities.

(Continued)

230

66

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Accounts receivable and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. As of December 31, 2022 and 2021, the Group’s sales to it’s investee companies through equity method were both 26% among its total sales resepctively, and their business mainly focus on manufacturing and wholesales. The Group will continue to evaluate these investee companies to reduce credit risks. The Group’ s customers are from many different industries. The Group does not concentrate on a specific customer, thus, there should be no concern on significant concentrations of accounts receivable credit risk. In order to mitigate account receivable credit risk, the Group constantly assesses the financial status of its customers.

2) Investment

The credit risk exposure for the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Group’s finance department. As the Group deals with the banks and other external parties with good credit standing and financial institutions and corporate organization which are graded above investment level, management believes that the Group do not have compliance issues and no significant credit risk.

3) Guarantee

The Group’s policy is to provide financial guarantees only to Group’s subsidiaries and CENTRAL UNION OIL CORP. (the Company’s long-term equity investment company through joint venture agreement). As of December 31, 2022 and 2021, the Group did not provide any endorsement and guarantee for CENTRAL UNION OIL CORP.

(iv) Liquidity risk

Liquidity risk is a risk that the Group is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group ensures that there is sufficient cash to meet the expected operating expenditure needs, including the fulfillment of financial obligations, and supervises the banking facilities to ensure compliance with the terms of loan agreements. As of December 31, 2022 and 2021, the Group’ s unused credit line amounted to $4,538,478 thousand and $4,427,265 thousand, respectively.

(v) Market risk

Market risk is a risk that arises from changes in market prices, such as foreign exchange rates, interest rates and equity prices that affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

(Continued)

231

67

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group buys and sells derivatives in order to manage market risk. All such transactions are carried out within the guidelines set by the Risk Management Committee.

1) Currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the New Taiwan Dollars (NTD) for the Taiwanese company and Chinese Yuan (CNY) for the company in Mainland China. Except for the purchases of bulk materials, which are denominated in US dollars, the remaining currencies used in transactions are denominated in NTD.

The Group uses foreign exchange options and forward exchange contracts to hedge currency risk. The length of the contract periods are determined by the maturity date and future cash flow of the Group’s existing foreign currency debt.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, when necessary, to address short-term imbalances.

2) Interest rate risk

The policy of the Group is based on floating interest rate. At present, considering that the market interest rate is relatively low, no interest rate swap has been signed, and if the interest rates increase, the interest rate swap can also be adopted to reduce interest rate risk.

  • 3) Other market price risk

Equity price risk is the risk arising from the Group holding Listed, OTC and emerging equity instruments, because the performance of the investment is actively monitored and managed on a fair value basis.

The main purpose of the merged Group’s investment strategy is to maximize the return on investment; on the other hand, the board of directors and members of the financial department of the Group have the expertise in financial finance to make appropriate investment decisions, so the management is still controlling the market price risk of fair value through profit or loss investment.

(z) Capital management

The Group’s policy is to manage its capital of safeguard the capacity to continue as a going concern, returns for continue to provide returns for shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

(Continued)

232

68

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Total liabilities
Less: cash and cash equivalents
Net debt
Total capital
Adjusted capital
Debt to equity ratio
December 31,
2022
$ 4,086,745
(8,504,412)
(4,417,667)
12,567,859
$
8,150,192
%
(54.20)
December 31,
2021
3,647,149
(1,664,560)
1,982,589
6,991,127
8,973,716
%
22.09

Note: The disposal of long-term equity investments resulted in a decrease in the debt-to-capital ratio from the previous period.

  • (aa) Investing and financing activities not affecting the current cash flow

The Group’ s investing and financing activities which did not affect the current cash flow for the years ended December 31, 2022 and 2021 were from foreign exchange movement.

(7) Related-party transactions:

  • (a) Names and relationship with the Group

The following are related parties that had transactions with the Group during the periods covered in the consolidated financial statements.

The following are related parties that had
the consolidated financial statements.
transactions with the
Group during the periods covered i
Name of related party Relationship with the Group
CENTRAL UNION OIL CORP. Equity-accounted Investee by the Company (associates)
TAIWAN FAMILYMART CO., LTD. Substantive related parties (other related parties)
(Note 1)
TAIWAN DISTRIBUTION CENTER
CO., LTD. (Note 1)
RE-YI DISTRIBUTION SERVICE CO.,
LTD. (Note 1)
TAISUN FOODS & MARKETING CO.,
LTD. (Note 2)

Note 1: Change from associates to other related parties effective December 5, 2022. Note 2: No longer a related party since March 1, 2021.

(Continued)

233

69

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Significant transactions with related parties

  • (i) Sale of Goods to Related Parties
Associates:
CENTRAL UNION OIL CORP.
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2022
$ 2,904,790
611,773
$
3,516,563
2021
2,625,270
606,731
3,232,001

The selling prices of the products sold by the Group to related parties are comparable to those sold to unrelated parties. The payment terms for related parties are 45-60 days, while those for unrelated parties are 30-90 days. There is no collateral for accounts receivable from related parties, and no provision for bad debt expense is necessary after evaluation.

The Group provides services to its related parties and nonrelated parties, wherein the charges varies depending on the distance of the area and the nature of the contracted items. In addition, the payment term used by the subsidiary for its regular customers is at the end of each month. The Group’ s credit terms for the physical distribution and publication distribution of related parties are 30 days and 45 days, respectively, after the end of the month, while the credit term for non-related parties is within 30 to 45 days after the end of the month.

There were no significant differences between the sales prices of soy powder to CENTRAL UNION OIL CORP. which is deducted from the related sales expenses based on the market prices, and those offered to non-related parties. The payment term for relates parties is within 45 to 60 days, while the credit term for non-relates parties is within 30 to 45 days after the end of the month.

The sales prices of food to TAISUN FOODS & MARKETING CO., LTD. is deducted from the related sales expenses based on the market price. The payment term of the original transaction is 50% advance receivables, and 50% monthly change-90 days promissory notes.

The Group’s unrealized gross profit on sales with its associates is eliminated based on pro rata share.

(ii) Purchase of Goods and Processing Fee from Related Parties

Associates-CENTRAL UNION OIL CORP. For the Years Ended December 31 For the Years Ended December 31
2022
$
317,106
2021
266,537

The above payment term for purchasing goods from related parties is within 30 days upon the arrival of the goods, which is the same as those offered to other related parties. The processing fee incurred from the soybean oil refining and processing expenses outsourced by the Group to its related parties was made in advance according to the estimated processing volume, with payment terms reconciled within 15 days after the monthly settlement to make up the payment. In addition, the Group has no other refining and processing transaction outsourced to nonrelated parties.

(Continued)

234

70

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Receivables from Related Parties

The receivables from related parties were as follows:

Accounts Related party category December 31,
2022
$ 404,528
83,016
$
487,544
December 31,
2021
Account
receivable
Associates
-CENTRAL UNION OIL CORP.
Other related parties
363,762
88,389
452,151

(iv) Payables from Related Parties

The payables from related parties were as follows:

Accounts Related party category December 31,
2022
$
4,825
December 31,
2021
Accounts
payable
Associates 10,863
  • (v) For the years ended December 31, 2022 and 2021, the Group recognized dividends revenue as follows:
Associates:
-CENTRAL UNION OIL CORP.
Other associates:
-TAIWAN FAMILYMART CO., LTD.
For the Years Ended December 31 For the Years Ended December 31
2022
$ 36,000
235,641
$
271,641
2021
32,000
376,023
408,023
  • (vi) For the years ended December 31, 2022 and 2021, the Group recognized remuneration to directors as follows:
Associates:
-CENTRAL UNION OIL CORP.
Other associates:
-TAIWAN FAMILYMART CO., LTD.
For the Years Ended December 31 For the Years Ended December 31
2022
$ 536
7,407
$
7,943
2021
507
12,960
13,467

(Continued)

235

71

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(vii) Other

Accounts
Related party category
Other current
liabilities
Other related parties
$
Key management personnel compensation

Short-term employee benefits
December 31,
2022
December 31,
2021

12,650
9,809
For the Years Ended December 31
December 31,
2021
9,809
2022
$
251,440
2021
69,399

(c) Key management personnel compensation

(8) Pledged assets:

As of December 31, 2022 and 2021, the book value of pledged assets were as follows:

December December 31, December 31,
Pledged assets Pledge to secure 2022 2021
Other current financial assets Forward foreign exchange contract and $ 4,606 4,154
foreign exchange options
Other current financial assets Deposit guarantee from provisional 900 8,100
execution
Investment using equity Long-term bank loans
method - 350,255
Non-current financial assets at Long-term bank loans 1,401,465 -
fair value through other
comprehensive income
$ 1,406,971 362,509

(9) Commitments and contingencies:

  • (a) Unused standby letters of credit
Unused standby letters of credit
December 31,
2022
$
656,664
December 31,
2021
478,359

(b) The following are the contract price and the amount paid on fixed assets:

Signed-contract

Paid-price
December 31,
2022
$
76,339
$
59,181
December 31,
2021
300,766
234,028

(Continued)

236

72

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) As of December 31, 2022 and 2021, the Group has issued a promissory note of $250,000 thousand, as a guarantee for bank financing and performance.

  • (d) In May 2022, the Company entered into a 3-year authorization agreement, effective September 1, 2022, with MATSU LIQUOR FACTORY INDUSTRY CO., LTD. to distribute liquor at a total minimum amount of NTD 300,000 thousand.

  • (e) On December 2, 2022, the board of directors of the Company passed a resolution to dispose of 43,500 thousand shares held in TAIWAN FAMILYMART CO., LTD. As of December 31, 2022, the Company had disposed of 43,300 thousand shares through a large-scale transaction during trading hours and received the full payment. Regarding this transaction, which was authorized by the board of directors and completed in accordance with the rules of the Taipei Exchange, the Company received a notice from the Commercial Division of the Intellectual Property and Commercial Court on January 11, 2023, and of a civil lawsuit filed by EVERWIN INVESTMENT CO., LTD. and LONG BON INTERNATIONAL CO., LTD. to confirm the invalidity of the resolution of the 22nd Board of Directors' 8th Meeting, which authorized the disposal of the shares held in TAIWAN FAMILYMART CO., LTD. The reasons given were that the resolution was invalid because it did not comply with Article 185, Paragraph 1, Subparagraph 2 of the Company Act, which requires the submission of the above proposal to the shareholders' meeting for a special resolution, and the board of directors' convocation procedure was illegal. However, the Company had already consulted with lawyers on the matter of disposing of its shares in TAIWAN FAMILYMART CO., LTD. (as well as the holdings of FWUSOW INDUSTRY CO., LTD. and YI JINN INDUSTRIAL CO., LTD. , which were also included in the board of directors' proposal) before the board meeting, and the Company were advised that these were long-term investments and were recorded in the financial reports as non-operating income and expenses, which were not the Company's main business or assets. Even if the Company were to sell all their holdings, it would not prevent the Company's business from being successful or impede its operation. Therefore, the Company disposed of the TAIWAN FAMILYMART CO., LTD. shares to activate the value of our long-term equity investments, improve the shareholders' equity, and enhance the financial structure. This does not constitute a transfer of "all or a significant part of the business or property" as defined in Article 185, Paragraph 1, Subparagraph 2 of the Company Act, and the disposal procedure followed the same procedures as those for acquiring and disposing of assets, which were authorized by the board of directors and did not require the convening of a shareholders' meeting. In addition, the board of directors' authorization of this transaction and its convocation procedures were legal, so the plaintiff's claim that the board of directors' convocation procedures were illegal, and that the resolution was irreparably flawed and invalid is unfounded. The Company has already appointed a lawyer to file a defense on January 31, 2023, and the case is currently being heard by the Commercial Division of the Intellectual Property and Commercial Court under Case Nos. 56 and 57 of 2022, respectively. There is currently no significant impact on the Company's operations or finances.

(Continued)

237

73

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(10) Losses due to major disasters: None.

(11) Subsequent events:

In March 2023, the company obtained a master distribution agreement for liquor in Taiwan from MATSU LIQUOR FACTORY INDUSTRY CO., LTD. The actual effective date of the contract will be notified by MATSU LIQUOR FACTORY INDUSTRY CO., LTD. after its sales plan is made. The authorization period is three years, and the total sales amount must not be less than NTD 1,589,000 thousand.

(12) Other:

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31
By function
By item
2022 2021
Cost
of Sale
Operating
Expense
Total Cost
of Sale
Operating
Expense
Total
Employee benefits
Salary
Labor and health insurance
Pension
Others
Depreciation
Amortization
309,353
26,153
10,406
16,734
93,704
46
811,927
35,060
13,384
18,692
11,352
1,211
1,121,280
61,213
23,790
35,426
105,056
1,257
223,099
25,587
10,228
16,439
90,497
47
441,532
34,540
12,558
17,914
11,255
2,495
664,631
60,127
22,786
34,353
101,752
2,542

Depreciation for the years ended December 31, 2022 and 2021, both amounting to $475 thousand was recognized as other gains and losses.

(Continued)

238

74

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group :

(i) Loans to other parties:

(In Thousands of New Taiwan Dollars)

Number Name of lender Name of
borrower
Account name Related
party
Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest rates
during the
period
Purposes of
fund
financing fo
the borrowe
r
r
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for
bad debt
Collateral Collateral Individual
funding loan
limits
Maximum
limit of fund
financing
Item Value
0 The Company TAISUN
ENTERPRISE
(ZHANG ZHOU)
FOODS LTD.
Other
receivables-
related party
Yes 66,263 66,263 - 2.62% 2 - Operation
Requirements
- - - 1,256,267 2,512,534
1 TAISUN
(CAYMAN)
INVESTMENT
LTD.
TAISUN
ENTERPRISE
(ZHANG ZHOU)
FOODS LTD.
Other
receivables-
related party
Yes 57,428 57,428 57,428 2.5% 2 - Operation
Requirements
- Promissory
Notes
57,428 306,969 306,969

Note 1: Lending of capital has the following two types:

  • 1.Entities with business transaction with the Company

  • 2.Loans provided for short-term financing

Note 2: According to our policy, the calculation for the maximum total amount of loans granted are as follows:

  • 1.The Company’s total amount available for lending shall not exceed 40% of its net value

2.For entities with business transaction with the Company, the total amount of loans shall not exceed 20% of the Company’s net value; and for a single entity, the total amount of loans shall not exceed 10% of the Company's net value or 120% of its monthly business transaction with the Company.

3.For entities with business transaction with the Company, the total amount of short-term loans shall not exceed 20% of the Company’s net value; and for a single entity, the total amount of short-term loans shall not exceed 10% of the Company's net value or 50% of the net value of the single entity.

  • 4.For those foreign subsidiaries whose voting shares are directly or indirectly wholly owned by the Company, the total amount of loans shall not exceed 100% of the Company’s net value, with two years term.

Note 3: Balance of loan as of the reporting date was within the credit limits approved by the Board of Directors.

Note 4: Intra-group transactions have been eliminated in the consolidated financial statements.

(ii) Guarantees and endorsements for other parties: None

  • (iii) Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars)

Name of holder Category
and name
of security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair value
The Company Fubon S&P US Preferred Stock ETF - Note 2 1,000,000 14,300 %
-
14,300 %
-
The Company Shin Kong Taiwan High Dividend Fund (A) - 500,000 12,895 %
-
12,895 %
-
The Company Yuanta Global Future Telecommunication ETF - 33,000 9,913 %
-
9,913 %
-
The Company Stock-YI JINN INDUSTRIAL CO., LTD - 2,622,600 49,042 %
0.87
49,042 %
0.87
The Company Stock-CANDO CORPORATION - 256,923 - %
0.07
- %
0.07
The Company Cathay Financial Holding Co., Ltd. Preferred Stock A - Note 3 333,000 18,848 %
-
18,848 %
-
The Company Stock-CHINA TRADE AND DEVELOPMENT
CORPORATION
- 2,788 28 %
-
28 %
-
The Company Stock-MEGA 888 CORP. - 17,350 174 %
1.16
174 %
1.16
The Company Stock-HSIN TUNG YANG CO., LTD. - 79,000 853 %
0.09
853 %
0.09
The Company Stock-YIN-WANG CO., LTD - 10,000 100 %
10.00
100 %
10.00
The Company Stock-TAISUN FOODS & MARKETING CO., LTD. - 886,788 - %
18.90
- %
18.90
The Company Stock-FWUSOW INDUSTRY CO., LTD. - 3,765,000 70,594 %
1.17
70,594 %
1.17
The Company Stock-TAIWAN FAMILYMART CO., LTD. Other associates 6,836,417 1,401,465 %
3.06
1,401,465 %
22.46
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-Taitung Business Bank - Note 6 9,628 - %
-
- %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-CHUNG HSIN ELECTRIC & MACHINERY
MANUFACTURING CORPORATION
- Note 3 1,183 79 %
-
79 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-KERRY TJ LOGISTICS CO., LIMITED - 15,524 587 %
-
587 %
-

(Continued)

239

75

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of holder Category
and name
of security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair value
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-WUS PRINTED CIRCUIT CO., LTD. - Note 3 729 20 %
-
20 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-LITE-ON TECHNOLOGY CORPORATION - 6,260 399 %
-
399 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-MACRONIX INTERNATIONAL CO., LTD - 362 12 %
-
12 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-Winbond Electronics Corporation - 1,195 23 %
-
23 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-SILICON INTEGRATED SYSTEMS CORP. - 2,536 41 %
-
41 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-China Development Financial Holding
Corporation
- 56,505 712 %
-
712 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-Taishin Financial Holding Co., Ltd. - 107,550 1,624 %
-
1,624 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-Shin Kong Financial Holding Co., Ltd. - 20,225 177 %
-
177 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-CGS INTERNATIONAL, INC. - 565 16 %
-
16 %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
10,351,332 336,936 %
2.07
336,936 %
2.07
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-HUALON CORPORATION - 5,176 - %
-
- %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-PACIFIC ELECTRIC WIRE & CABLE CO.,
LTD.
- 579 - %
-
- %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-PAO SHIANG CONSTRUCTION &
INDUSTRIAL CO., LTD.
- 27,425 - %
-
- %
-
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-ORNATUBE ENTERPRISE CO., LTD. - 55,000 - %
0.01
- %
0.01
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
Stock-KUEI HUNG INDUSTRIAL CO., LTD. - 22,000 - %
-
- %
-
TAIWAN NIKOMART
CO., LTD.
Stock-CHAROEN POKPHAND ENTERPRISE
(TAIWAN) CO., LTD.
- Note 2 117,700 9,216 %
0.04
9,216 %
0.04
TAIWAN NIKOMART
CO., LTD.
Stock- TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
Note 3 2,960,186 96,354 %
0.59
96,354 %
0.59
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-Taitung Business Bank - Note 6 9,628 - %
-
- %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
Note 3 368,524 11,995 %
0.07
11,995 %
0.07
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-SYSGRATION LTD. - 42,451 1,626 %
0.03
1,626 %
0.03
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- CHUNG HSIN ELECTRIC & MACHINERY
MANUFACTURING CORPORATION
- 1,928 130 %
-
130 %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- Winbond Electronics Corporation - 5,305 104 %
-
104 %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-Powerchip Technology Corporation - 27,624 - %
-
- %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- HUALON CORPORATION - 5,176 - %
-
- %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- PAO SHIANG CONSTRUCTION &
INDUSTRIAL CO., LTD
- 38,760 - %
-
- %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- KUEI HUNG INDUSTRIAL CO., LTD - 22,000 - %
-
- %
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- ORNATUBE ENTERPRISE CO., LTD. - 60,000 - %
0.01
- %
0.01

(Continued)

240

76

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of holder Category
and name
of security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair value
HUANG SHIN
RAFFIC CO., LTD.
Stock- POWERCHIP SEMICONDUCTER
MAUFACTURING CO.
- Note 3 38,995 1,243 %
-
1,243 %
-
AISUN (CAYMAN)
NVESTMENT LTD.
Stock-YAMAI LIMITED - - 18,247 %
3.66
18,247 %
3.66
Note 4
AISUN YUAN CO.,
TD.
Stock-FWUSOW INDUSTRY CO., LTD. - 86,000 1,613 %
0.03
1,613 %
0.03
AISUN YUAN CO.,
TD.
Stock-TAIWAN FAMILYMART CO., LTD.
Other associates 20,000 4,100 %
0.01
4,100 %
0.01

Note 1: Financial products after deducting unrealized gains and losses.

Note 2: Financial assets at fair value through profit or loss.

Note 3: Non-current financial assets at fair value through other comprehensive income.

Note 4: Unissued shares.

Note 5: Subsidiaries and subsidiaries held by the Company have been written off when preparing the consolidated financial report. Note 6: The liquidation procedure was completed on August 8, 2022.

  • (iv) Individual securities acquired or disposed with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Name of
Property
Account counter-
party
Relationship Beginning Beginning Buy Buy Sell Sell Sell Sell EndingBalance EndingBalance
Shares
/Units
Amount Shares/
Units
Amount Shares/
Units
Price Book value Investment
income
(losses)
Shares/
Units
Amount
(Note)
The Company TAIWAN
FAMILYMART
CO., LTD.
Investment
for using
equity
method
- - 50,136,417 3,027,676 - - 43,300,000 191 3,067,356 6,210,880 6,836,417 -
TATSUN
YUANCO.,
LTD.
TAIWAN
FAMILYMART
CO., LTD.
Investment
for using
equity
method
- - 20,000 3,612 - - - - 3,628 192 20,000 -
  • Note : The Company had lost significant influence over TAIWAN FAMILYMART CO., LTD. On December 5, 2022. And had been transferred from” investment for using equity method” to “non-current financial asset measured at fair value through other comprehensive income”, please refer to Note6(g) for further information.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms different from
others
Transactions with terms different from
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)

Note
Purchase
/Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable
(payable)
The Company PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
Subsidiary Sale (2,093,274) %
(22)
OA60


No significant
difference to the
general customers.
General purchases
payments in
30~60 days for
non-related party
506,762 34%
The Company CENTRAL
UNION OIL
CORP.
Investee
Company
measured by
equity method
Sale (2,904,790) %
(30)
OA45~60




Deduct sales
expenses related to
CENTRAL UNION
OIL CORP. based on
market price
General purchases
payments in
30~45 days for
non-related party
404,528 27%
The Company CENTRAL
UNION OIL
CORP.
Investee
Company
measured by
equity method
Purchase 317,106 %
4
0A15
No comparable client No comparable
client
(4,825) (1)%
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
TAISUN
ENTERPRISE
CO., LTD.
Ultimate parent
Company
Purchase 2,093,274 %
96
OA60
No comparable client No comparable
client
(506,762) (97)%
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
TAIWAN
DISTRIBUTION
CENTER CO.,
LTD.
Other associates Sale (115,774) %
(5)
OA45


No significant
difference to the
general customers
General purchases
payments in
30~90 days for
non-related party
19,700 4%

(Continued)

241

77

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with t
oth
erms different from
ers
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase
/Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable
(payable)
CHUANG SHIN
TRAFFIC CO.,
LTD.



TAIWAN
DISTRIBUTION
CENTER CO.,
LTD.
Other associates Sale (270,321) %
(65)
Physical
distribution -
OA30


No significant
difference to the
general customers
General purchases
payments in
30~45 days for
non-related party
22,977 53%
CHUANG SHIN
TRAFFIC CO.,
LTD.



RE-YI
DISTRIBUTION
SERVICE CO.,
LTD.
Other associates Sale (117,983) %
(28)
Publication
distribution -
OA45


No significant
difference to the
general customers
General purchases
payments in
30~45 days for
non-related party
20,551 47%
  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received in
subsequent period
Allowance
for bad debts
Amount Action taken
The Company CENTRAL UNION OIL
CORP.
Subsidiary measured
by equity method
Account receivabl
404,528
e

7.56
- - 404,528 -
The Company PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Subsidiary Account receivabl
506,76
e
2
4.40
- - 496,452 -
  • (ix) Trading in derivative instruments: Please refer to Note 6(b)

  • (x) Business relationships and significant intercompany transactions:

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No.
(Note 1)
Name of company Name of counter-party Nature of
relationship
(Note 2)
Intercompany transactions
Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
0 The Company

PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
1
Sales revenue 2,093,274 OA60 18.91%
0 The Company

PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
1


Account
receivable-related
party
506,762 3.04%
0 The Company

TAISUN ENTERPRISE
(ZHANG ZHOU) FOODS LTD.
1
Sales revenue 13,519
Unearned sales revenue 0.12%
1 TAISUN (CAYMAN)
INVESTMENT LTD.

TAISUN ENTERPRISE
(ZHANG ZHOU) FOODS LTD.
1

Other receivables-
related party
57,428

i
Half-year imputed
nterest repay the
principal when matured
0.34%

Note 1: The numbering is as follows:

  • 1.“0” represents the parent company.

  • 2.Subsidiaries are sequentially numbered from 1 by company.

Note 2: The types of transaction between the parent company and subsidiaries are as follows:

  • 1.Transactions from parent company to subsidiary.

  • 2.Transactions from subsidiary to parent company.

  • 3.Transactions between subsidiaries.

  • (b) Information on investees (excluding information on investees in Mainland China):

The following is the information on investees for the year ended December 31, 2022:

(In Thousands of New Taiwan Dollars)

Name of investor Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Highest
Percentage of
ownership
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31, 2022 December 31, 2021 Shares Percentage of
ownership
Carrying
value
The Company TAIWAN NIKOMART
CO., LTD.
Taiwan Operation of chain
convenience stores
284,067 284,067 27,203,632 %
73.92
24,352 %
73.92
2,526 (1,037) Note 1, 3
The Company PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Taiwan Wholesale and retail
sales of cooking oil and
food
346,126 346,126 21,255,839 %
99.93
235,429 %
99.93
52,112 41,731 Note 1, 2, 3
The Company TAISUN YUAN CO.,
LTD.
Taiwan Investment management 5,000 5,000 500,000 %
100.00
15,800 %
100.00
6,323 6,323
The Company TAISUN (CAYMAN)
INVESTMENT LTD.
Cayman Investments 1,498,670 1,498,670 40,290,000 %
100.00
306,969 %
100.00
62,243 62,243
The Company CENTRAL UNION OIL
CORP.
Taiwan Manufacturing,
processing and sales of
bean products
204,125 204,125 20,000,000 %
33.33
304,201 %
33.33
171,698 57,233 Note 2
The Company TAIWAN
FAMILYMART CO.,
LTD.
Taiwan Operation of, and
investment in, chain
convenience stores
- 2,341,622 - %
-
- %
22.46
1,249,150 280,563 Note 5

(Continued)

242

78

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of investor Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Highest
Percentage of
ownership
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31, 2022 December 31, 2021 Shares Percentage of
ownership
Carrying
value
The Company CHUANG SHIN
TRAFFIC CO., LTD.
Taiwan Logistics 15,352 15,352 1,358,480 %
13.26
7,610 %
13.26
(305) (401) Note 1
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
CHUANG SHIN
TRAFFIC CO., LTD.
Taiwan Logistics 94,780 94,780 8,630,240 %
84.21
96,456 %
84.21
(305) Note 4
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
TAIWAN NIKOMART
CO., LTD.
Taiwan Operation of chain
convenience stores
87,084 87,084 8,904,412 %
24.20
34,737 %
24.20
2,526 Note 3
TATSUN YUAN
CO., LTD.
TAIWAN
FAMILYMART CO.,
LTD.
Taiwan Operation of, and
investment in, chain
convenience stores
- 3,522 - %
-
- %
0.01
1,249,150 112 Note 5

Note 1: The part of holding of the Company's stock by a subsidiary, is treated as treasury stock, has been deducted; please refer to Notes 6(s).

  • Note 2: Unrealized gains and losses on transactions between affiliates have been eliminated.

  • Note 3: The impairment loss recognized with the indication of impairment has been deducted.

Note 4: Disclosures are exempted in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Note 5: The Company had lost significant influence over TAIWAN FAMILYMART CO., LTD. On December 5, 2022. And had transferred from” investment for using equity method” to “ non-current financial asset measured at fair value through other comprehensive income”, please refer to Note6(g) for further information. In addition, the disclosure period of the profit and loss of investee companies is from January 1, 2022 to November 30, 2022.

(c) Information on investment in Mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars)

Name of
investee
Main
business
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2022
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2022
Net
income
(losses)
of the
investee
Percentage
of
ownership
Highest
percentage
of
ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
currentperiod
Outflow Inflow
TAISUN
ENTERPRISE
(ZHANGZHOU)
FOODS LTD.
Operation,
production and
sales of food,
beverages, snacks,
canned products,
etc.
844,470
(USD27,500)
(Note 1 ) 1,025,647
(USD33,400)
- - 1,025,647
(USD33,400)
66,700 100.00% 100.00% 66,700 229,628 -
Cheng Da
Restaurant
Investment
Management
(Sichuan) LTD.
Fresh bread and
other food products
38,999
(USD1,270)
(Note 6) 19,039
(USD620)
- - 19,039
(USD620)
- 3.66% 3.66% - - -
JIANGSU DA MAI
FOODS LTD.
Fresh bread and
other food products
102,196
(USD3,328)
(Note 6) 22,417
(USD730)
- - 22,417
(USD730)
- 3.66% 3.66% - 1,355 -

(ii) Limitation on investment in Mainland China:

Accumulated Investment in Mainland China
as of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit
on Investment
1,067,103 1,469,378 7,537,603

Note 1: Indirect investment in Mainland China through the company (TAISUN (CAYMAN) INVESTMENT LTD.) in the third region.

Note 2: Indirect investment in Mainland China through an existing company in Mainland China. According to the rules of the Investment Board, Ministry of Economic Affairs, the reinvestment of investment businesses in Mainland China does not need to apply to the Investment Board; therefore, these investment amounts are not included in the calculation of the Company's investment in Mainland China.

  • Note 3: The recognition of the investment through profit or loss of TAISUN ENTERPRISE (ZHANG ZHOU) FOODS LTD. was based on the financial statements which were reviewed and attested by parent company's CPA in R.O.C. within the same period.

  • Note 4: The above amounts were translated into New Taiwan dollars at the exchange rate 30.708 as of December 31, 2022.

  • Note 5: According to the rules of the Investment Board, Ministry of Economic Affairs, the maximum amount on investments should be the higher of the Company’s net asset or 60% of the consolidated net assets.

  • Note 6: The Company reinvested 3.66% shareholding in YAMAI LIMITED, whose company is in Hong Kong and indirectly held 100% shares of its Mainland China company, through TAISUN (CAYMAN) INVESTMENT LTD. The Company does not have any significant influence on YAMAI LIMITED, therefore, no gain or loss on its investment was recognized.

(Continued)

243

79

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) For details of capital lending to TAISUN ENTERPRISE (ZHANG ZHOU) FOODS LTD., please refer to Note 13(a).

  • (iv) Significant transactions:

For the direct or indirect significant transactions between the Group and its investees in Mainland China, which have been eliminated in the consolidated financial statements during the year of 2022, please refer to “Information on significant transaction”.

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
LONG BON INTERNATIONAL CO., LTD. 180,947,000 %
36.18
EVERWIN INVESTMENT CO., LTD. 58,729,000 %
11.65
JUN YUAN INVESTMENT CO., LTD. 28,754,000 %
5.75
CHU-YU INVESTMENT LTD. 25,149,000 %
5.02

(14) Segment information:

  • (a) General Information

The Four of Reportable segments of the Group are as follows:

  • (i) Consumption division: Processing, manufacturing, wholesale and retail of cooking oil-andfat, foods and beverage.

  • (ii) Commodity division: Processing, wholesale and retail of feeds, soy powder and livestock farm.

  • (iii) Foreign division: Foreign segment provide services such as sales of food, beverages, snacks and beverage stores.

  • (iv) Other: construction segment and other management segments.

The reportable segments are strategic business units that provide different products and services. Each strategic business unit needs different kinds of technology and marketing strategy; hence, it must be managed separately. Furthermore, most of the divisions were acquired respectively, having retained the same management sections at the time of acquisition.

(Continued)

244

80

TAISUN ENTERPRISE CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’s operating segment information and reconciliation are as follows:

For the Year Ended December 31,
2022
Total revenue
Reportable segment profit or loss
For the Year Ended December 31,
2021
Total revenue
Reportable segment profit or loss
Consumption
division
$
6,040,100
$
96,248
$
5,438,312
$
202,660
Commodity
division
3,969,706
80,107
3,511,608
85,673
Foreign
division
631,525
62,243
571,441
68,560
Other
428,109
5,972,552
423,617
278,743
Adjustment
and
eliminations
-
-
-
-
Total
11,069,440
6,211,150
9,944,978
635,636

Note : Since the measured amount of assets of the Group was not provided to the operating decision maker, it was disclosed as zero.

  • (b) Geographic information

The different information of the Group, in which the revenue is classified by the customer's geographic location, is as follows:

Region
Revenue from external customers:
Taiwan
Others
For the Years Ended December 31 For the Years Ended December 31
2022
$ 10,059,803
1,009,637
$
11,069,440
2021
9,067,395
877,583
9,944,978
  • (c) Major Customer

Sales

Company A For the Years Ended December 31 For the Years Ended December 31
2022
$
2,904,790
2021
2,625,270

245

3

Independent Auditors’ Report

To the Board of Directors of Taisun Enterprise Co., Ltd.:

Opinion

We have audited the non-consolidated financial statements of Taisun Enterprise Co., Ltd. (“the Company”), which comprise the non-consolidated statement of financial position as of December 31, 2022 and 2021, and the non-consolidated statement of comprehensive income, non-consolidated statement of changes in equity and nonconsolidated statement of cash flows for the years then ended, and notes to the non-consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the non-consolidated financial position of the Company as at December 31, 2022 and 2021, 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of the Matter

As stated in Note 9(e) of the financial statements, on January 11, 2023, Taisun Enterprise Co., Ltd. received a notice from the Intellectual Property and Commercial Court and a civil lawsuit filed by EVERWIN INVESTMENT CO., LTD. and LONG BON INTERNATIONAL CO., LTD. requesting confirmation that the resolution of the Board of Directors Taisun Enterprise Co., Ltd. to "dispose of the shares of TAIWAN FAMILYMART Co., Ltd. held by the Company" is invalid. Taisun Enterprise Co., Ltd. has already appointed a lawyer to file a defense, and the cases are being reviewed separately by the Intellectual Property and Commercial Court under Case Nos. 56 and 57 of 2022. Our opinion is not modified in respect of this matter.

Key Audit Matters

Based on our professional judgment, key audit matters pertain to the most important matters in the audit of nonconsolidated financial statements for the year ended December 31, 2022 of Taisun Enterprise Co., Ltd.. Those matters have been addressed in our audit opinion on the said non-consolidated financial statements and during the formation of our audit opinion. However, we do not express an opinion on these matters individually. The key audit matters that, in our professional judgment, should be communicated are as follows:

246

3-1

  1. Calculation of Gains on Disposal of Investments

Regarding the accounting policy for related-party investments, please refer to Note 4(i). For the explanation of gains on disposal of equity method investments, please refer to Note 6(g) and (u).

(a) Key audit matters:

The gains on disposal of investment for using the equity method by the Company is NT$6,210,880 thousand. As the gain on disposal is significant, the accuracy of the calculation of the disposal gain or loss has a material impact on the financial statements. Therefore, the calculation of the gain on disposal of investments is considered as one of our key audit matters.

(b) Audit procedures performed:

  • Obtaining the minutes of the Board of Directors' resolution on the disposal of investments and testing the internal controls for the acquisition or disposal of assets. Also, obtaining the stock delivery certificates and verifying the settlement statements to confirm the collection of transaction prices, recalculating the disposal investment gain or loss, and checking whether it is correctly recorded in the accounts.

  • We also assessed the appropriateness of the disclosure information in the notes to the financial statements regarding the gain on disposal of investments.

  • Revenue recognition

Please refer to Note 4(q) “Revenue” for the accounting priciples on the recognition of revenues and Note 6(s) “Revenue from Contracts with Customers” for details on revenue recognition.

  • (a) Key audit matters:

The Company engages in the manufacturing and sales of cooking oil, food, beverages and aquafeeds. Revenue recognition on the sales of the Company’s products is the timing of the transfer of control of the product depending on the individual terms with the customers, as well as the terms of acceptance and return of goods based on the sale contracts between the Company and its customers. There is risk of misstatement when the timing of revenue recognition is earlier than the transfers of control. It may result in ristk of inappropriate revenue recognition. Therefore, revenue recognition is considered as one of our key audit matters .

(b) Audit procedures performed:

  • Understanding and testing the design, operation and implantation of the effectiveness of internal control on revenue recognition; understanding the major types of revenue, contract terms and transaction terms to determine the appropriateness timing of revenue recognition; We also perform random sampling of major customers and reviewing their contracts and sales orders to evaluate revenue recognition; random sampling of transaction records of sales within the balance sheet date and obtaining the related transaction documents to evaluate the appropriateness of timing of revenue recognition.

  • We also assessed whether the Company’ s disclosure of informontion on revenue recognition was appropriate.

247

3-2

  1. Accounts receivable evaluation

Please refer to Note 4(f) for accounting policies on accounts receivable evaluation, Note 5(a) for estimation of accounts receivable evaluation, and Note 6(d) for impairment evaluation of notes receivable, accounts receivable and other receivables.

  • (a) Key audit matters:

Since the Company’s accounts receivable stands a significant ratio in the total asset of the statement of financial position, and the collectability of accounts receivable is subjected to the subjective judgement the management, the impairment of accounts receivable is deemed to be one of our key audit matters.

  • (b) Audit procedures performed:

  • Assessing the appropriateness of accounts receivable and acquiring the estimations and historical trend of collection from relevant authorities; obtaining the aging analysis of accounts receivable and examining relevant documents to verify the accuracy of the aging period; understanding the recent trend of the industry and the long overdue accounts receivable of major customers to identify whether signs of impairment loss exist in order to assess the appropriateness of provision for doubtful accounts; and evaluating the reasonableness of the judgement of the managements based on the subsequent collection of accounts receivable.

  • We also assessed whether the Company’ s disclosure of informontion on revenue recognition was appropriate.

Other Matters

We did not audit the financial statements of certain associates. Those statements were audited by other auditors, and our opinion, insofar as it relates to the amounts included for those associates, is based solely on the report of the other auditors. The financial statements of these associates reflect the total assets constituting 1.88% and 32.41% of total assets on December 31, 2022 and 2021 ; and the related share of profit of subsidiaries accounted for using the equity method constituting 0.92% and 54.77% of total profit before tax for the years ended, respectively.

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

Management is responsible for the preparation and fair presentation of the non-consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, 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 non-consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the non-consolidated financial statements, management is responsible for assessing Taisun Enterprise Co., Ltd.’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 (induding the Audit Commttee) are responsible for overseeing Taisun Enterprise Co., Ltd.’s financial reporting process.

248

3-3

Auditors’ Responsibilities for the Audit of the Non-Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the non-consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the non-consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtained 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 Taisun Enterprise Co., Ltd.’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 Taisun Enterprise Co., Ltd.’s ability to continue as a going concern. If we determine that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the non-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 Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the non-consolidated 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on Taisun Enterprise Co., Ltd.. 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.

249

3-4

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

The engagement partners on the audit resulting in this independent auditors’ report are Hsin-Ting Huang and Kuo-Yang Tseng.

KPMG

Taipei, Taiwan (Republic of China) March 31, 2023

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

250

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Non-Consoidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(a))
1110
Current financial assets at fair value through profit or loss (Note 6(b))
1150
Notes receivable, net (Note 6(d))
1170
Accounts receivable, net (Note 6(d))
1180
Accounts receivable due from related parties, net (Notes 6(d) and 7)
1200
Other receivables, net (Note 6(e))
1210
Other receivables due from related parties, net (Notes 6(e) and 7)
1310
Inventories, manufacturing business (Note 6(f))
1400
Current biological assets
1421
Prepayments to suppliers
1429
Other prepayments
1476
Other current financial assets (Note 8)
1479
Other current assets, others
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (Notes 6(c), (g) and 8)
1550
Investments accounted for using equity method (Notes 6(g), 8 and 9)
1600
Property, plant and equipment (Note 6(h))
1760
Investment property, net (Note 6(i))
1780
Intangible assets
1830
Non-current biological assets
1840
Deferred tax assets (Note 6(p))
1975
Net defined benefit asset, non-current (Note 6(o))
1980
Other non-current financial assets
Total assets
December 31, 2022
Amount
%
$ 8,006,443
49
86,150
1
112,878
1
451,218
3
914,489
6
5,554
-
4,269
-
1,473,723
9
21,260
-
361,187
2
20,582
-
5,506
-
2,499
-
11,465,758
71
1,492,062
9
894,361
6
1,731,135
11
534,838
3
519
-
7,065
-
33,146
-
49,110
-
12,611
-
4,754,847
29
$
16,220,605
100
December 31, 2021
Amount
%
1,268,500
13
85,174
1
127,330
1
431,690
4
812,934
8
15,477
-
25,252
-
641,727
6
26,023
-
609,207
6
41,302
-
12,254
-
3,615
-
4,100,485
39
98,530
1
3,774,163
37
1,677,382
17
536,059
6
1,730
-
7,326
-
2,714
-
16,921
-
10,968
-
6,125,793
61
10,226,278
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (Note 6(j))
2110
Short-term notes and bills payable (Note 6(k))
2120
Current financial liabilities at fair value through profit or loss (Note 6(b))
2150
Notes payable
2170
Accounts payable (Notes 6(l) and 7)
2200
Other payables (Notes 6(o) and 7)
2230
Current tax liabilities (Note 6(p))
2322
Long-term borrowings, current portion (Note 6(m))
2399
Other current liabilities, others
Non-Current liabilities:
2540
Long-term borrowings (Note 6(m))
2570
Deferred tax liabilities (Note 6(p))
2670
Other non-current liabilities, others
Total liabilities
Equity (Notes 6(c), (g) and (q)):
3110
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury stock
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2021
Amount
%
504,312
5
500,000
5
1,481
-
278
-
498,966
5
370,640
4
62,323
1
-
-
25,540
-
1,963,540
20
1,050,000
10
222,537
2
4,219
-
1,276,756
12
3,240,296
32
4,999,990
49
993,134
10
209,930
2
240,776
2
851,981
8
(105,953)
(1)
(203,876)
(2)
6,985,982
68
10,226,278
100
Amount
%
$ 759,490
5
350,000
2
-
-
278
-
543,497
3
840,121
5
336,323
2
570,000
4
31,470
-
3,431,179
21
-
-
222,537
2
4,217
-
226,754
2
3,657,933
23
4,999,990
31
1,006,742
6
276,984
2
240,776
1
6,213,851
38
28,205
-
(203,876)
(1)
12,562,672
77
$
16,220,605
100

See accompanying notes to parent company only financial statements.

251

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Non-Consoidated Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenue (Notes 6(o), (s) and 7)
5000
Operating costs (Notes 6(f), (o) and 7)
5910
Less:Unrealized profit (loss) from sales
5920
Add:Realized profit (loss) on from sales
5900
Gross profit from operations
6000
Operating expenses (Notes 6(d), (o), (t) and 7):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss
Total operating expenses
6900
Net operating (loss) income
7000
Non-operating income and expenses:
7020
Other gains and losses, net (Note 6(u))
7050
Finance costs, net (Note 6(u))
7070
Share of profit (loss) of associates and joint ventures accounted for using equity method, net
(Note 6(g))
7100
Total interest income (Notes 6(u) and 7)
7225
Gains on disposals of investments (Notes 6(g), (u) and 9)
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Less: Income tax expenses (Note 6(p))
Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans (Notes 6(o) and (q))
8316
Unrealized gains from investments in equity instruments measured at fair value through other
comprehensive income
8330
Shares of other comprehensive income of associates and joint ventures accounted for using
equity method, components of other comprehensive income that will not be reclassified to
profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified
to profit or loss
Components of other comprehensive income that will not be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Shares of other comprehensive income of associates and joint ventures accounted for using
equity method, components of other comprehensive income that will be reclassified to profit
or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income
Total comprehensive income
Basic earnings per share (Note 6(r))
9750
Basic earnings per share
9850
Diluted earnings per share
For theyears ende dDecember 31
2022
Amount
%
$ 9,615,949
100
8,728,603
91
22,008
-
16,728
-
882,066
9
754,588
9
620,768
6
7,000
-
1,382,356
15
(500,290)
(6)
73,278
1
(26,583)
-
446,655
5
2,303
-
6,210,880
64
6,706,533
70
6,206,243
64
287,748
3
5,918,495
61
26,099
-
87,776
1
5,529
-
-
-
119,404
1
10,683
-
-
-
-
-
10,683
-
130,087
1
$
6,048,582
62
$
12.17
$
11.96
2021
Amount
%
8,622,713
100
7,606,870
88
16,728
-
16,462
-
1,015,577
12
616,269
7
287,984
4
-
-
904,253
11
111,324
1
72,641
1
(10,651)
-
452,992
5
1,818
-
-
-
516,800
6
628,124
7
36,297
-
591,827
7
(6,402)
-
48,832
1
8,891
-
-
-
51,321
1
(2,722)
-
39
-
-
-
(2,683)
-
48,638
1
640,465
8
1.22
1.21

See accompanying notes to parent company only financial statements.

252

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Non-Consoidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Adjustments of capital surplus for the Company's cash dividends received by subsidiaries
Disposal of investments in equity instruments designated at fair value through other comprehensive income
Balance at December 31, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Adjustments of capital surplus for the Company’s cash dividends received by subsidiaries
Disposal of investments accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other comprehensive income by
associates accounted for using equity method
Balance at December 31, 2022
Share capital Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Total other equity interest other equity interest other equity interest other equity interest Treasury
stock
Total
equity
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity
interest
Ordinary
shares
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
retained
earnings
$ 4,999,990
-
-
-
-
-
-
-
4,999,990
-
-
-
-
-
-
-
-
$
4,999,990
974,083 126,621 240,776 964,748 1,332,145 (31,870)
-
(2,683)
(2,683)
-
-
-
-
(34,553)
-
10,683
10,683
-
-
-
14,499
-
(9,371)
(44,007)
-
48,938
48,938
-
-
-
(76,331)
(71,400)
-
86,119
86,119
-
-
-
13,287
9,570
37,576
(75,877)
-
46,255
46,255
-
-
-
(76,331)
(105,953)
-
96,802
96,802
-
-
-
27,786
9,570
28,205
(203,876)
-
-
-
-
-
-
-
(203,876)
-
-
-
-
-
-
-
-
(203,876)
7,026,465
-
-
-
-
-
-
-
-
591,827
2,383
591,827
2,383
591,827
48,638
- - - - 594,210 594,210 640,465
-
-
-
-
-
-
19,051
-
83,309
-
-
-
-
-
-
-
-
(699,999)
19,051
-
4,999,990
-
-
993,134
-
-
209,930
-
-
240,776
-
-
6,985,982
5,918,495
130,087
- - - - 6,048,582
-
-
-
-
-
-
-
13,608
-
-
67,054
-
-
-
-
-
-
-
-
-
-
(499,999)
13,608
14,499
-
$
4,999,990
1,006,742 276,984 240,776 12,562,672

See accompanying notes to parent company only financial statements.

253

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Non-Consoidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit losses
Net losses (gains) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Shares of profit of associates and joint ventures accounted for using equity method
Gains on disposal of property, plan and equipment
Gain on disposal of investments accounted for using equity method
Unrealized profit from sales
Realized profit on from sales
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Increase in current financial assets at fair value through profit or loss
Decrease (increase) in notes receivable
Decrease in notes receivable due from related parties
Increase in accounts receivable
Increase in accounts receivable due from related parties
Increase in other receivables
Increase in other receivable due from related parties
Increase in inventories
Decrease (increase) in biological assets
Decrease (increase) in prepayments
Decrease in other current assets
Increase in net defined benefit assets
Increase in current financial liabilities at fair value through profile or loss
Increase in accounts payable
Increase in other payables
Increase in other current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
For the years ended December 31
2022
2021
$ 6,206,243
628,124
81,940
75,672
1,211
2,495
7,000
-
8,134
(9,383)
26,583
10,651
(2,303)
(1,818)
(8,121)
(8,509)
(446,655)
(452,992)
(42)
(98)
(6,210,880)
-
22,008
16,728
(16,728)
(16,462)
(6,537,853)
(383,716)
(591)
(14,229)
14,452
(21,997)
-
2,700
(26,528)
(77,957)
(101,555)
(132,958)
(2,003)
(774)
(720)
(673)
(831,996)
(116,268)
2,470
(7,210)
268,740
(336,201)
1,117
1,132
(6,091)
(4,374)
-
4,095
44,531
37,018
469,481
5,027
5,930
8,981
(6,700,616)
(1,037,404)
(494,373)
(409,280)
2,303
1,818
(26,583)
(10,651)
(42,254)
(4,997)
(560,907)
(423,110)
2022
$ 6,206,243
81,940
1,211
7,000
8,134
26,583
(2,303)
(8,121)
(446,655)
(42)
(6,210,880)
22,008
(16,728)
(6,537,853)
(591)
14,452
-
(26,528)
(101,555)
(2,003)
(720)
(831,996)
2,470
268,740
1,117
(6,091)
-
44,531
469,481
5,930
(6,700,616)
(494,373)
2,303
(26,583)
(42,254)
(560,907)

254

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Non-Consoidated Statements of Cash Flows (CONT’D)

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other receivables due from related parties
Decrease in other receivables due from related parties
Increase in other financial assets
Decrease in other financial assets
Dividends received
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term loans borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
(Decrease) increase in other non-current liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

255

8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAISUN ENTERPRISE CO., LTD.

Notes to the Non-Consoidated Financial Statements

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Taisun Enterprise Corporation (the “ Company” ) was established on October 21, 1960 in Taiwan, the Republic of China, with the approval of the Ministry of Economic Affairs. It's registered office is located at No.6 Xinggong Rd. Tianzhong Township, Changhua County. The major business activities of the Company are the manufacturing and sales of cooking oil, food, beverages and aquafeeds .

(2) Approval date and procedures of the financial statements:

The parent company only financial statements were authorized for issuance by the Board of Directors on March 31, 2023.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2022:

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

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018–2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its financial statements:

  • ●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”

(Continued)

256

9

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • ●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” and amendments to IFRS 17 “Insurance Contracts”

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

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information“

  • ●IFRS16 “Requirements for Sale and Leaseback Transactions”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated in Note 3, the following accounting policies were applied consistently throughout the periods presented in the parent company only financial statements.

(a) Statement of compliance

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”) .

  • (b) Basis of preparation

  • (i) Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following material items in the balance sheets:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Fair value through other comprehensive income are measured at fair value;

  • 3) The net defined benefit liability is recognized as the present value of the defined benefit obligation, less the fair value of plan assets and evaluation on the impact of upper limit in Note 4(r).

  • (ii) Functional and presentation currency

The functional currency of each Company entities is determined based on the primary economic environment in which the entities operate. The consolidated financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

(Continued)

257

10

TAISUN ENTERPRISE CO., LTD.

Notes to the Non-Consoidated Financial Statements

(c) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences related to an investment in equity securities designated as at fair value through other comprehensive income, which is recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from, or payable to, a foreign operation is neither planned nor likely to occur in the foreseeable future, the exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(d) Classification of current and non-current assets and liabilities

An asset is classified as current when:

  • (i) It is expected to be realized, or intended to be sold or consumed, during the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

(Continued)

258

11

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (iv) The asset is cash and cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (i) It is expected to be settled within the Company’s normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) The liability is due to be settled within twelve months after the reporting period; or

  • (iv) 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 issuing equity instruments do not affect its classification.

(e) Cash and cash equivalents

Cash comprises cash on hand, check deposits and demand deposits. Cash equivalents are assets that are readily convertible to known amounts of cash, and are subject to an insignificant risk of changes in their fair value.

Time deposits are accounted under cash and cash equivalents if they are in accord with the definition aforementioned definition, and are held for the purpose of meeting short-term cash commitment rather than for investment or other purpose.

(f) Financial instruments

Account receivables initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value, plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at amortized cost; fair value through other comprehensive income (FVOCI) – debt investment, FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

259

12

TAISUN ENTERPRISE CO., LTD.

Notes to the Non-Consoidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held-for-trading, the Company may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. Trade receivables that the Group intends to sell immediately or in the near term are measured at FVTPL; however, they are included in the ‘trade receivables’ line item. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

(Continued)

260

13

TAISUN ENTERPRISE CO., LTD.

Notes to the Non-Consoidated Financial Statements

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

4) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivables, leases receivable, guarantee deposits paid and other financial assets), debt investments measured at FVOCI and contract assets.

The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’ s historical experience and informed credit assessment, as well as forwardlooking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 365 days past due or the debtor is unlikely to pay its credit obligations to the Company in full.

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘ investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

(Continued)

261

14

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘ credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

‧ significant financial difficulty of the borrower or issuer;

‧ a breach of contract such as a default or being more than 365 days past due;

‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers the assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(Continued)

262

15

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(ii) Financial liabilities and equity instruments

1) Classification of debt or equity

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

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value, and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense, and foreign exchange gains and losses, are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

5) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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

(Continued)

263

16

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

6) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(iii) Derivative financial instruments and hedge accounting

The Company holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The replacement cost of raw material is its net realizable value.

(h) Biological assets

Biological assets are measured at fair value, less costs to sell on initial recognition and at the end of each reporting period. Costs to sell are the incremental costs directly attributable to the disposal of the assets, excluding finance costs and income taxes. Gains and losses arising on initial recognized of biological assets at fair value, less costs to sell, and from changes in fair value, less costs to sell of biological assets, are recognized in profit or loss for the period in which they arise.

(i) Investment in associates

Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of investment includes transaction costs. The carrying amount of investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The Company’s shares of profit or loss and other comprehensive income of investments accounted for using equity method are included, after adjustments to align the said investees’ accounting policies with those of the Company, in the consolidated financial statements from the date on which significant influence commences until the date that significant influence ceases.

(Continued)

264

17

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Gains and losses resulting from the transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.

When the Company’s share of losses of an associate equals or exceeds its interest in associates, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

The Company discontinues the use of the equity method and measures the retained interest at fair value from the date when its investment ceases to be an associate. The difference between the fair value of the retained interest and the proceeds from disposal, and the carrying amount of the investment at the date the equity method was discontinued, is recognized in profit or loss. The Company accounts for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income is required to be reclassified to profit or loss (or retained earnings) on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss (or retained earnings) when the equity method is discontinued.

(j) Subsidiaries

The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the non-consolidated financial statements. Under equity method, the net income, other comparehensive income and equity in the non-consolidated financial statement are the same as those attributable to the owners of parent in the consolidated financial statements.

The changes in ownership are recognized as equity transaction.

(k) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income over the term of the lease.

(Continued)

265

18

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(l) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

(iii) Depreciation

Depreciation is calculated on the cost of an asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

periods are as follows:
(1)Buildings 1~56 years
(2)Machinery 1~16 years
(3)Transportation equipment 2~7 years
(4)Other equipment 1~16 years

The major components of the houses and buildings of the Group mainly comprised of main buildings, mechanical and electral equipments and other equipments And they are depreciated accrding to their residual life of 26~56 years, 15~26 years and 3~13 years respectively.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (iv) Reclassification of self-used properties into investment properties

The Company used the book value of its self-used properties to reclassify them into investment properties.

(Continued)

266

19

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(m) Lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payment;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • - amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

Lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • there is a change in future lease payments arising from the change in an index or rate; or

  • - there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

(Continued)

267

20

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents its right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

If an arrangement contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Company has elected not to recognize the right-of-use assets and lease liabilities for shortterm leases of its equipments that have a lease term of 12 months or less and leases of its lowvalue assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(ii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

(Continued)

268

21

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(n) Intangible assets

  • (i) Recognition and measurement

Intangible assets that the Company acquired are measured at cost, less accumulated amortization and impairment loss. Regarding investments using the equity method, the carrying amount of goodwill is included in the carrying amount of the investment and the impairment loss of such investments is not allocated to goodwill and any assets, but as part the carrying amount of investment using the equity method.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

(iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Computer software cost 5 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(o) Impairment – non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, deferred tax assets and employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset’ s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value, less costs to sell. Value-in-use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

(Continued)

269

22

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(p) Provisions

A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

The Company’s estimated obligations for dismantling, moving and lease improvements after initial acquisition or subsequent use for a period of time are recognized as costs and liabilities of the asset.

(q) Revenue

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’ s main types of revenue are explained below.

1) Sale of goods

The Company manufactures cooking oils, foods and beverages, as well as aquafeeds, and sells them to distributors. The Company recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

The Company often offers volume discounts to its customers based on aggregate sales of its products over a 12-month period. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A contract liability is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the credit term of its sales is consistent with the industry.

(Continued)

270

23

TAISUN ENTERPRISE CO., LTD.

Notes to the Non-Consoidated Financial Statements

The Company sells cooking oils and foods, and pays slotting fees, logistics fees and product display fees, etc. to customers according to the sales and its contracts. Since the payment cannot been exchanged for distinguishable goods or services, it is redeemed as deduction of sales price and income.

2) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and the payment made by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(r) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

  • (ii) Defined benefit plans

The Company’s net obligation in respect of the defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of the defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability (asset), which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(Continued)

271

24

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(iii) Short-term employee benefits

Short-term employee benefits are expensed as related services are provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(s) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

(Continued)

272

25

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(t) Earnings per share

Disclosures are made of basic and diluted earnings per share attributable to ordinary equity holders of the Company. The basic earnings per share are calculated based on the profit attributable to the ordinary shareholders of the Company divided by weighted-average number of ordinary shares outstanding. The diluted earnings per share are calculated based on the profit attributable to the ordinary shareholders of the Company, divided by weighted-average number of ordinary shares outstanding after adjustment for the effects of all potential dilutive ordinary shares, such as convertible bonds and employee stock options.

(u) Operating segments

Please refer to the consolidated financial report of TAISUN ENTERPRISE CO., LTD. for the years ended December 31, 2022 and 2021 for information for operating segments information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation these financial statements management has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The mangement recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

(Continued)

273

26

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(a) Impairment of trade receivable

When there is objective evidence of impairment loss, the Company takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding possible future credit losses) discounted at the financial asset’s original effective interest rate. When the actual future cash flows are less than expected, a material impairment loss may arise. Please refer to Notes 6(d) for further description of the impairment of trade receivable.

(b) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to Note 6(f) for further description of the valuation of inventories.

The Company strives to use market observable inputs when measuring assets and liabilities. For different levels of the fair value hierarchy to be used in determining the fair value of financial instruments, please refer to Note 6(v).

Please refer to notes listed as below for assumptions used in measuring fair value.

  • (a) Note 6(i) , Investment property

  • (b) Note 6(v) , Financial instruments

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Cash on hand and petty cash
Check deposits
Cash in banks
Cash and cash equivalents
December 31,
2022
$ 200
11,451
7,994,792
$
8,006,443
December 31,
2021
200
14,228
1,254,072
1,268,500

Please refer to Note 6(v) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities.

(Continued)

274

27

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(b) Financial assets and liabilities at fair value through profit or loss

December 31,
2022
Assets mandatorily measured at fair value through profit or
loss:
Derivative instruments not used for hedging
Forward exchange contracts
$ -
Non-derivative financial assets
Stocks listed on domestic markets
49,042
Beneficiary certificates open-end funds
37,108
Total
$
86,150
Liabilities mandatorily measured at fair value through profit or
loss:
Non-derivative financial liabilities
Forward exchange contracts
$
-
December 31,
2021
712
51,272
33,190
85,174
1,481

(i) Please refer to Note 6(v) for dislosure on financal instrument related credit, exchange rate and interest rate risk.

(ii) The aforesaid financial assets were not pledged as collateral.

(iii) Derivative instruments not used for hedging

The Company holds derivative financial instruments to hedge certain foreign exchange and interest risk the Company is exposed to, arising from its operating, financing and investing activities. The following derivative instruments, without the application of hedge accounting, were classified as mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities:

Forward exchange contracts:

Buy option
Sell option
December 31, 2021
Contract amount
(In thousands)
USD
4,000
USD
4,000
Exercise price
27.490~27.780(USD/NTD)
27.490~27.780(USD/NTD)
Exercisr date
2022.02.22~2022.05.12
2022.02.22~2022.05.12

(Continued)

275

28

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (c) Non-current financial assets at fair value through other comprehensive income
December 31,
2022
Equity instruments at fair value through other comprehensive
income-non current:
Shares of stock of listed companies
$ 1,490,907
Shares of stock of unlisted companies
1,155
Total
$
1,492,062
December 31,
2021
97,375
1,155
98,530
  • (i) The Company intends to hold its equity investments for long-term strategic purposes, rather than for transaction purposes. Therefore, the investments are measured at FVOCI.

  • (ii) On December 5, 2022, due to the disposal of a portion of investment using equity method and the loss of significant influence, the Company transferred the investment to financial assets measured at fair value through other comprehensive income. Please refer to Note 6(g) for further details.

  • (iii) On December 31, 2021, the Company sold its equity investment measured at FVOCI-Xinxing Electronics Co. Ltd. for strategic purpose. The fair value at the time of disposal was $96,125 thousand and accumulated gain on disposal was amounted to $76,331 thousand, which was reclassified from other equity to retained earnings.

  • (iv) Please refer to Note 6(v) for credit risk and market risk.

  • (v) Plese refer to Note 8 for details on pledged assets for bank loans on December 31, 2022. The aforesaid financial assets were not pledged as collateral on December 31, 2021.

  • (d) Notes and accounts receivable

December 31,
2022
Notes receivable
$ 112,878
Accounts receivable
489,384
Accounts receivable from related parties
914,489
Overdue receivables
9,911
Less:allowance for impairment
(48,077)
$
1,478,585
December 31,
2021
127,330
462,970
812,934
9,797
(41,077)
1,371,954

The Company applies the simplified approach to provide for the loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and the days past due, as well as forward looking information, including overall economic environment and related industrial information.

(Continued)

276

29

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

The loss allowance provision in food, logistics and bulk materials segments was determined as follow:

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2022 December 31, 2022
Gross carrying
amount
Expected loss
rate
$ 1,390,955
0%~2.16%
36,954
0.01%
-
1.17%
4
5.00%
-
10.00%
-
100%
$
1,427,913
December 31, 2021
Loss allowance
29,991
4
-
-
-
-
29,995
Expected loss
rate
0.66%~2.44%
0.01%
1.38%
5.73%
13.04%
100%
Loss allowance
31,114
3
-
-
-
-
31,117

The loss allowance provision in aquafeed segment was determined as follow:

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2022 December 31, 2022
Gross carrying
amount
$ 73,464
6,294
9,080
-
-
9,911
$
98,749
Expected loss
rate
0.12%
2.57%
10.15%~87.25%
10.28%
25.00%
100%
Loss allowance
88
161
7,922
-
-
9,911
18,082

(Continued)

277

30

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Current
Overdue 0 to 90 days
Overdue 91 to 180 days
Overdue 181 to 270 days
Overdue 271 to 360 days
Over 365 days past due
Total
December 31, 2021 December 31, 2021
Gross carrying
amount
$ 93,144
2,305
131
-
-
9,797
$
105,377
Expected loss
rate
0.11%
2.23%
11.40%
13.29%
30.43%
100%
Loss allowance
97
51
15
-
-
9,797
9,960

The movement in the allowance for notes and accounts receivable was as follow:

Balance on January 1
Impairment losses recognized
Balance on December 31
For the years ended December 31
2022
2021
$ 41,077
41,077
7,000
-
$
48,077
41,077
For the years ended December 31
2022
2021
$ 41,077
41,077
7,000
-
$
48,077
41,077
2022
$ 41,077
7,000
$
48,077
41,077
-
41,077

As of December 31, 2022 and 2021, the financial assets mentioned above were not pledged as collateral.

(e) Other receivables

Other receivables-loans to subsidiaries
Other
Less: allowance for impairment
December 31,
2022
$ -
15,223
(5,400)
$
9,823
December 31,
2021
21,745
24,384
(5,400
40,729

The movement in the allowance for other receivable were as follow:

Balance on January 1
Allowance for impairment
Balance on December 31
For the years ended December 31
2022
2021
$ 5,400
5,400
-
-
$
5,400
5,400
For the years ended December 31
2022
2021
$ 5,400
5,400
-
-
$
5,400
5,400
2022
$ 5,400
-
$
5,400
5,400

There were no receivables that were past due but not impaired.

Please refer to Note 6(v) for the Company’s notes and accounts receivable exposed to credit risk and currency risk.

The aforesaid financial assets were not pledged as collateral.

(Continued)

278

31

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(f) Inventories

Raw materials
Materials
Work in process
Finished goods
December 31,
2022
$ 652,740
21,374
379,058
420,551
$
1,473,723
December 31,
2021
145,988
19,805
171,908
304,026
641,727

Other gains or losses from inventories except for cost of goods sold recognized as expenses in the current period:

Operating cost
Inventory falling price gains from price recovery of
inventory
Revenue from sale of scraps
Gains on physical inventory
Losses on disposal
Operating expenses
For the Years Ended December 31
2022
2021
$ -
(207)
(2,576)
(2,727)
494
(7,697)
5,385
4,754
23,085
21,580
$
26,388
15,703
For the Years Ended December 31
2022
2021
$ -
(207)
(2,576)
(2,727)
494
(7,697)
5,385
4,754
23,085
21,580
$
26,388
15,703
2022
$ -
(2,576)
494
5,385
23,085
$
26,388
15,703

For the year ended December 31, 2021, the Company recognized a gain from the reversal of allowance for inventory valuation loss resulting from destocking. Such gain was deducted from cost of goods sold.

As of December 31, 2022 and 2021, the aforesaid inventories were not pledged as collateral.

(g) Investments accounted for using equity method

Subsidiary
Associates
December 31,
2022
$ 590,160
304,201
$
894,361
December 31,
2021
463,857
3,310,306
3,774,163

(i) Subsidiaries

Please refer to the consolidated financial statement for the year ended December 31, 2022.

(Continued)

279

32

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(ii) Associates

1) Associates that have material non-controlling interest were as follows:

Name of
Associates
Nature of
relationship
with the Company
Main
operation
location
Proportion of shareholding
and voting rights
December 31,
2022
December 31,
2021
%
-
%
22.46
TAIWAN
FAMILYMART
CO., LTD.
Operate chained convenience
stores, explore selling paints
for the Company
Taiwan

TAIWAN FAMILYMART CO., LTD. is one of the listed companies in Taiwan, with its fair value reflected as below:

December 31,
2022
$
-
December 31,
2021
12,408,763

The following information of the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustment made during the acquisition and relevant differences in accounting principles between the Company and its subsidiaries as at the acquisition date. The intra-group transactions were not eliminated in this information.

Information regarding TAIWAN FAMILYMART CO., LTD. and its subsidiaries

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to non-controlling interests
Net assets attributable to investee
Operating revenue
Net income
Other comprehensive income
Total comprehensive income
Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to investee
December 31,
2021
$ 17,134,275
50,472,010
(33,982,369)
(26,628,080)
$
6,995,836
$
657,346
$
6,338,490
For the year
ended December
31, 2021
$
83,659,512
$ 1,409,749
78,361
$
1,488,110
$
80,662
$
1,407,448

(Continued)

280

33

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Shares of net assets attributable to investee on
January 1
Comprehensive income attributable to the
Company
Dividends from associates
subtotal
Add: investment property
Add: trademark
Add: goodwill
Book value of net equity of associates attributable
to the Company on December 31
2022.1.1~
2022.12.5
For the year
ended December
31, 2021
$ 1,423,660
1,483,560
275,321
316,123
(235,641)
(376,023)
1,463,340
1,423,660
19,921
19,921
129,205
129,205
1,454,890
1,454,890
$
3,067,356
3,027,676

On December 2, 2022, the Board of Directors of the Company decided to dispose of part of their holdings in TAIWAN FAMILYMART CO., LTD. On December 5, 2022, the Company sold 43,300 thousand shares for a net disposal price of $7,986,979 thousand, based on a book value of $2,648,969 thousand on the same day. The Company also recognized a foreign exchange difference of $12,521 thousand for cumulative financial statements of overseas operations, with a recognized gain on disposal of investments of $5,325,489 thousand. The shareholding ratio decreased from 22.46% to 3.06%, and the Company assessed that it had lost significant influence over TAIWAN FAMILYMART CO., LTD. The Company then reassessed their remaining 3.06% equity in TAIWAN FAMILYMART CO., LTD. at a fair value of $1,305,756 thousand as of December 5, 2022, and recognized as a non-current financial asset measured at fair value through other comprehensive income. The Company also transferred the remaining book value of associated enterprise equity of $418,387 thousand and recognized a foreign exchange difference of $1,978 thousand, with a recognized gain on disposal of investments of $885,391 thousand. The total disposal gain from the aforementioned transaction was $6,210,880 thousand, please refer to Note 6(u) for further information.

Due to the above disposal transaction, the Company also transferred the accumulated unrealized loss on financial asset measured at fair value through other comprehensive income of TAIWAN FAMILYMART CO., LTD. of $13,287 thousand to retained earnings, which was previously recognized under the equity method.

2) Associates

The Company’s financial information about investments accounted for using the equity method that are individually insignificant was as follows:

Carrying amount of individually insignificant
associates’ equity
December 31,
2022
$
304,201
December 31,
2021
282,630

(Continued)

281

34

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Attributable to the Company:
Net gain
Other comprehensive (loss) income
Comprehensive income
For the Years Ended December 31
2022
2021
$ 57,233
42,018
509
(639)
$
57,742
41,379
2022
$ 57,233
509
$
57,742

(iii) Pledge to secure

As of December 31, 2022 and 2021, the deals of the investments accounted for using equity method were pledged as collateral, please refer to Note 8.

(h) Property, plant and equipment

The movement in the cost, depreciation, and impairment loss of the property, plant and equipment of the Company as of December 31, 2022 and 2021 were as follows:

Cost or deemed cost:
Balance on January 1, 2022
Additions
Disposals
Transfer in
Transfer out
Balance on December 31, 2022
Balance on January 1, 2021
Transfer in
Disposals
Transfer in
Transfer out
Balance on December 31, 2021
Depreciation and impairment loss:
Balance on January 1, 2022
Depreciation for the period
Disposals
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the period
Disposals
Balance on December 31, 2021
Carrying amounts:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Land
$ 1,023,027
25,610
-
-
-
$ 1,048,637
$ 1,023,027
-
-
-
-
$ 1,023,027
$ -
-
-
$
-
$ -
-
-
$
-
$ 1,048,637
$ 1,023,027
$ 1,023,027
Buildings
756,330
2,028
-
1,650
-
760,008
743,133
3,917
-
9,280
-
756,330
565,538
21,969
-
587,507
542,499
23,039
-
565,538
172,501
200,634
190,792
Machinery
equipment
831,814
2,736
(51,644)
216,095
-
999,001
741,462
6,865
(2,033)
85,520
-
831,814
637,201
44,022
(50,164)
631,059
600,846
38,388
(2,033)
637,201
367,942
140,616
194,613
Transportation
equipment
41,207
-
(893)
-
-
40,314
40,901
2,886
(2,580)
-
-
41,207
30,828
4,040
(890)
33,978
29,578
3,817
(2,567)
30,828
6,336
11,323
10,379
Other
facilities
105,988
37,510
-
18,810
-
162,308
100,521
2,334
(142)
3,275
-
105,988
81,445
8,134
-
89,579
74,932
6,651
(138)
81,445
72,729
25,589
24,543
Construction
in progress
234,028
65,517
-
-
(236,555)
62,990
128,393
203,710
-
-
(98,075)
234,028
-
-
-
-
-
-
-
-
62,990
128,393
234,028
Total
2,992,394
133,401
(52,537)
236,555
(236,555)
3,073,258
2,777,437
219,712
(4,755)
98,075
(98,075)
2,992,394
1,315,012
78,165
(51,054)
1,342,123
1,247,855
71,895
(4,738)
1,315,012
1,731,135
1,529,582
1,677,382

(Continued)

282

35

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (i) Since the law in Taiwan does not allow a legal person or an entity to acquire any agricultural land beginning 2016, the title deed of the 14 pieces of agricultural land, amounting to NTD$45,389 thousand, located at parcel no.185 and 186 in the Daxin Section of Beidou Township, Changhua County, had been transferred to a natural person. However, the Company still keeps the original certificate of ownership of the real estate for security purpose.

  • (ii) Please refer to Note 6(u) for the disposal of profit and loss.

  • (iii) As of December 31, 2022 and 2021, the aforementioned land, houses and buildings were not provided as collateral guarantees.

  • (i) Investment property

Cost or deemed cost:
Balance on January 1, 2022
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Depreciation and impairment loss:
Balance on January 1, 2022
Depreciation for the year
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation for the year
Balance on December 31, 2021
Carrying amounts:
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Fair value:
Balance on December 31, 2022
Balance on December 31, 2021
Self-owned Self-owned proporty
Buildings
Total
129,581
630,883
129,581
630,883
129,581
630,883
129,581
630,883
94,824
94,824
1,221
1,221
96,045
96,045
93,445
93,445
1,379
1,379
94,824
94,824
33,536
534,838
36,136
537,438
34,757
536,059
$
958,341
$
929,935
Total
Land and
improvements
$
501,302
$
501,302
$
501,302
$
501,302
$ -
-
$
-
$ -
-
$
-
$
501,302
$
501,302
$
501,302
630,883
630,883
630,883
630,883
94,824
1,221
96,045
93,445
1,379
94,824
534,838
537,438
536,059
  • (i) Investment property comprises a number of commercial properties that were leased to third parties. The subsequent lease term of each lease contract was negotiated with the lessee, and no contingent rent is charged.

(Continued)

283

36

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (ii) The fair value of investment properties was based on recent transaction price of similar location and areas on the website of the Department of Land Administration M.O.I., the website of real estate trading, etc. Under the valuation techniques for financial instruments measured at fair value, the inputs were categorized at level 3.

  • (iii) As of December 31, 2022 and 2021, the investment properties were not pledged as collateral.

  • (j) Short-term borrowings

Letter of credit
Unsecured bank loans
Total
Unused credit lines
Interest rates
December 31,
2022
$ 409,490
350,000
$
759,490
$
2,448,478
1.675%~6.13%
December 31,
2021
54,312
450,000
504,312
2,730,293
0.66%~1%

Please refer to Note 6(v) for details on financial risk.

  • (k) Short-term notes and bills

The short-term notes and bills payable were summarized as follows:

Commercial paper payable December 31, 2022 December 31, 2022 December 31, 2022
Gauarantee or
acceptance institution
Range of
interest rates (%)
Amount
1.988%~2%
$
350,000
International Bills Finance
Corporation,
Taiwan Cooperative Bills
Finance Corporation,
Ta Ching Bills Finance
Corporation

Commercial paper payable

December 31, 2021
Gauarantee or
acceptance institution
Range of
interest rates (%)
China Bills Finance
Corporation,
International Bills Finance
Corporation,
Taiwan Cooperative Bills
Finance Corporation,
Grand Bills Finance
Corporation,
Ta Ching Bills Finance
Corporation
0.89%~0.97%
Amount
$
500,000

(Continued)

284

37

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

As of December 31, 2022 and 2021, the Company did not pledge assets to provide collateral for commercial paper payable and the unsued amount was $550,000 thousand and $400,000 thoousand, respectively.

Please refer to Note 6(v) for details on financial risk.

(l) Accounts payable

Payables to suppliers
(m)
Long-term borrowings
December 31,
2022
$
543,497
December 31,
2021
498,966
Secured bank loans
Less: Current portion
Total
Unused credit line
Secured bank loans
Unsecured bank loans
Less: Current portion
Total
Unused credit line
December 31, 2022
Interest rate
Year due
Amount
1.51%~2.25%
2023
$ 570,000
(570,000)
$
-
$
1,030,000
December 31, 2021
Interest rate
Year due
Amount
1.00%~1.06%
2023
$ 750,000
1.26%
2024
300,000
-
$
1,050,000
$
708,972
Currency Interest rate
NTD
Currency Interest rate
NTD
NTD
1.00%~1.06%
1.26%
  • (i) Collateral for bank loans

Please refer to Note 8 for details on related assets pledged as collateral.

(ii) Please refer to Note 6(v) for details on financial risk.

(n) Operating leases

(i) Leases as lessor

The Company leases out its investment property . The Company has classified these leases as operating leases because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to Note 6(i) for more related information on operating leases of investment property.

(Continued)

285

38

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

A maturity analysis of lease payments showing the undiscounted lease payments to be received after the reporting date is as follows:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
Total undiscounted lease payments
December 31,
2022
$ 8,634
5,069
4,611
4,213
-
$
22,527
December 31,
2021
7,944
3,716
841
497
213
13,211

For the years ended December 31, 2022 and 2021, the rental revenues from investment properties amounted to $12,886 thousand and $8,547 thousand, respectively.

(o) Employee benefits

(i) Defined benefit plans

The reconciliation of fair value of the defined benefit plans and plan assets is as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities (assets)
Employee benefit liabilities are listed as follows:
Compensated absences liability
December 31,
2022
$ 147,033
(196,143)
$
(49,110)
December 31,
2022
$
10,711
December 31,
2021
186,320
(203,241)
(16,921)
December 31,
2021
10,711

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pension benefits for its employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for six months prior to retirement.

1) Composition of plan assets

The Company sets aside pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. Such funds are managed by the Bureau of Labor Funds, Ministry of Labor. Under these regulations, the minimum earnings from these pension funds shall not be less than the earnings from twoyear time deposits with the interest rates offered by local banks.

(Continued)

286

39

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

The Company’s contributions to the pension funds were deposited with Bank of Taiwan amounting to $196,143 thousand as of the reporting date. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligations

The movements in the present value of the defined benefit obligations for the years ended December 31, 2022 and 2021 were as follows:

Defined benefit obligations on January 1
Current service costs and interest
Remeasurements of the net defined benefit
liability (asset)
-Actuarial losses (gains) gains due to
experience adjustments
-Actuarial losses from changes in financial
assumption
Benefits paid by the plan
Defined benefit obligation on December 31
For the Years Ended December 31
2022
2021
$ 186,320
192,447
1,997
2,560
2,462
3,001
(12,048)
5,879
(31,698)
(17,567)
$
147,033
186,320
2022
$ 186,320
1,997
2,462
(12,048)
(31,698)
$
147,033
  • 3) Movements on the defined benefit plan assets

The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2022 and 2021 were as follows:

For the Years Ended December 31 December 31
2022 2021
Fair value of plan assets on January 1 $ 203,241 211,396
Interest revenue 1,021 1,320
Remeasurements of the net defined benefit liability
(asset)
-Return on plan assets (not including current 16,513 2,478
interest cost)
Contributed amount 5,869 5,614
Benefits paid by the plan (30,501) (17,567)
Fair value of plan asset on December 31 $ 196,143 203,241

(Continued)

287

40

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • 4) Expenses recognized in profit and loss

The Companys pension expenses recognized in profit or loss for the years ended December 31, 2022 and 2021 were as follows:

Current service costs
Net interests on net defined benefit liability (asset)
Operating costs
Operating expenses
General and administrative expenses
For the Years Ended December 31
2022
2021
$ 1,075
1,378
(99)
(138)
$
976
1,240
$ 465
1,045
93
179
418
16
$
976
1,240
For the Years Ended December 31
2022
2021
$ 1,075
1,378
(99)
(138)
$
976
1,240
$ 465
1,045
93
179
418
16
$
976
1,240
2022
$ 1,075
(99)
$
976
$ 465
93
418
$
976
1,240
1,045
179
16
1,240
  • 5) Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income

The Company’s net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2022 and 2021 were as follows:

Cumulative amount on January 1
Recognized during the year
Cumulative amount on December 31
For the Years Ended December 31
2022
2021
$ 97,533
91,131
(26,099)
6,402
$
71,434
97,533
For the Years Ended December 31
2022
2021
$ 97,533
91,131
(26,099)
6,402
$
71,434
97,533
2022
$ 97,533
(26,099)
$
71,434
97,533
  • 6) Actuarial assumptions

The key actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
2022.12.31
2021.12.31
%
1.500
%
0.500
%
1.000
%
1.000

Based on the actuarial report, the Company is expected to make a contribution payment of $5,880 thousand to the defined benefit plans for the one year period after the reporting date of 2022.

The weighted-average duration of the defined benefit plans is between 9.18 years.

(Continued)

288

41

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

7) Sensitivity analysis

As of December 31, 2022 and 2021, the changes in the principal actuarial assumptions that will have an impact on the present value of the defined benefit obligation were as follows:

December 31, 2022
Discount rates
Future salary increase rates
December 31, 2021
Discount rates
Future salary increase rates
Impact on the present value
of defined benefit obligation
Increase by
0.25
Decrease by
0.25
$ 2,802
2,883
2,820
2,754
(3,924)
4,045
3,925
3,828

The sensitivity analysis assumed all other variables remain constant during the measurement. This may not be representative of the actual change in the defined benefit obligation as some of the variables may be correlated in the actual situation. The model used in the sensitivity analysis is the same as that of the defined benefit obligation liability.

The analysis is performed on the same basis for prior year.

(ii) Defined contribution plans

The Company allocates 6% of each employyee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Insurance without additional legal or constructive obligations.

The cost of pension contrbutions to the Labor Insurance Bureau for the years ended December 31, 2022 and 2021, amounted to $16,066 thousand and $15,151 thousand, respectively.

(Continued)

289

42

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(p) Income tax

  • (i) The income tax expense were as follows:
Current income tax expense
Current period incurred
Undistributed earnings additional tax
Prior years income tax adjustment
Deferred tax expense
Origin and reversal of temporary difference
Income tax expense from continuing operations
For the Years Ended December 31 For the Years Ended December 31
2022
$ 345,408
5,174
(32,402)
318,180
(30,432)
$
287,748
2021
27,292
-
9,005
36,297
-
36,297

(ii) The income tax on pre-tax financial income was reconciled with the income tax expense for the years ended December 31, 2022 and 2021 as follows:

Profit excluding income tax
Income tax using the Company's domestic tax rate
Gains from equity method
Gains on financial assets evaluation
Dividends revenue
Non-deductible expenses
Changes in unrecognized temporary differences
Undistributed earnings
(Overestimation) underestimation from prior period
Gains from disposal of investments
Basic income tax
Others
Total
For the Years Ended December 31 For the Years Ended December 31
2022
$ 6,206,243
$ 1,241,249
(89,331)
1,627
(1,624)
474
2,229
5,174
(32,402)
(1,242,176)
345,408
57,120
$
287,748
2021
628,124
125,625
(90,598)
(1,877)
(1,702)
161
558
-
9,005
-
-
(4,875)
36,297

(iii) Deferred tax assets

1) Unrecognized deferred tax assets

Allowance losses
Losses on investment using equity method
Others
December 31,
2022
$ 6,562
88,672
2,726
$
97,960
December 31,
2021
5,387
88,672
3,782
97,841

(Continued)

290

43

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

2) Recognized deferred tax assets and liabilities

The movements in deferred tax assets and liabilities for the years ended December 31, 2022 and 2021 were as follows:

Deferred tax assets:
Balance on January 1, 2022
Recognize as profit or loss
Balance on December 31, 2022
Balance on January 1, 2021
Balance on December 31, 2021
Deferred tax liabilities
Land value increment tax
Inventory
valuation loss
$ 1,964
-
$
1,964
$ 1,964
$
1,964
Loss
deduction
Unrealized
gross profit
Total
750
-
2,714
-
30,432
30,432
750
30,432
33,146
750
-
2,714
750
-
2,714
December 31,
2022
December 31,
2021
$
222,537
222,537
Loss
deduction
Unrealized
gross profit
Total
750
-
2,714
-
30,432
30,432
750
30,432
33,146
750
-
2,714
750
-
2,714
December 31,
2022
December 31,
2021
$
222,537
222,537
Total
2,714
30,432
33,146
2,714
2,714
222,537

(iv) Deferred tax liabilities

For the years ended December 31, 2022 and 2021, there is no change on the Company’ s defferred tax liabilities.

(v) The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.

(q) Share capital and other equity

As of December 31, 2022 and 2021, the authorized capital of the Company consisted of 10,000,000 thousand shares, at a par value of $10 per share, amounting to $1,000,000 thousand, respectively, with the outstanding shares amounting to $4,999,990 thousand.

(i) Capital surplus

The components of the capital surplus were as follows:

Treasuny shares transactions
Changes in equity of associates accounted for using
equity method
Surplus from issuance of ordinary shares
Surplus from issuance of ordinary shares-employee stock
options
Expired employee stock options
Other
December 31,
2022
$ 71,496
17
915,977
4,132
1,561
13,559
$
1,006,742
December 31,
2021
57,888
17
915,977
4,132
1,561
13,559
993,134

(Continued)

291

44

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of the par value should not exceed 10% of the total common stock outstanding.

(ii) Retained earnings

The Company is in its mature stage of business cycle and its annual earnings and future cash flow are stable while the Company still have significant expansion of production capacity and vertical development plans in the next few years. The Company's Articles of Incorporation stipulate that the Company's net earnings should first be used to offset the prior years' deficits, if any, after paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve, and then at least 50% of the remaining profit, together with any undistributed retained earnings, shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval. However, more than 30% of the total dividend distribution in the current year shall be distributed in cash dividends, and the rest shall be distributed in the form of stock dividends.

If the common stock dividends per share is less than NTD 0.1, the Board of Directors have the right not to distribute it.

A resolution was approved during the shareholders’ meeting on December 26, 2021 for the amendments of the Company’s articles of association as follows:

The Company is in its mature stage of business cycle and its annual earnings and future cash flow are stable while it still have significant expansion of production capacity and development plans in the next few years. Therefore, the distribution of surplus earnings should first be used to offset any deficit after the end of each quarter. If the surplus earnings are to be distributed in cash, it should be reported during the stockholder's meeting, without needing of approval, in accordance with Article 228-1 and 240-5 of Company Act. The Company's articles of incorporation stipulate that the Company's net earnings should first be used to offset the prior quarter’s deficits, if any, after paying any income taxes. The appropriation for legal reserve is discontinued when the balance of the legal reserve equals the total authorized capital. Aside from the aforesaid legal reserve, the Company may, under its Articles of Incorporation or as required by the government, appropriate the earnings for special reserve. Of the remaining balance, 10% is to be appropriated as legal reserve, and the proportion of cash dividend shall not be less than 30% of the total dividend distribution.

If the common stock dividends per share is less than NTD 0.1, the Board of Directors have the right not to distribute it.

1) Legal reserve

When a company incurs profit, the shareholders shall decide on the distribution of the statutory earnings reserve either by issuing new shares or by paying cash of up to 25% of the actual share capital.

(Continued)

292

45

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

2) Special reserve

The Company applied for exemptions during its first-time adoption of IFRSs, resulting in its retained earnings to increase by $240,776 thousand, incurred from unrealized revaluation increments, exchange rules differences on translation of foreign financial statements, and fair value of investment property being used as the cost on initial recognition at the transition date. In accordance with issued by the Financial Supervisory Commission on April 6, 2012, a special reverse equals to the contra account of other shareholders' equity is appropriated from current and prior period earnings. The aforementioned special reserve may be reversed in proportion with the usage, disposal, or reclassification of the related assets, and then, be distributed afterwards. As of December 31, 2022 and 2021, the Company recognized the special reserve related to all IFRSs adjustments amounting to $240,776 thousand for both years.

When the debit balance of any of the contra accounts in the shareholders’ equity is reversed, the related special reserve can be reversed. The subsequent reversals of the contra accounts in shareholders’ equity shall qualify for additional distributions.

The special reserve that was calculated at the end of the period through the difference between the market price and the book value of the parent company's shares held by its subsidiaries based on their shareholding percentage shall not be distributed. However, if the market price rebounds, the special reserve shall be reversed according to their shareholding percentage.

3) Earnings distribution

The amounts of dividends of appropriations of earnings for 2021 and 2020 had been approved in the Board of Directors' meetings on March 25, 2022 and in the shareholders' meeting on August 18, 2021, respectively,

These earnings were appropriatted as follows:

These earnings were appropriatted as follows:
Common stock dividends per share
Cash
Dividends per share
2021
$
499,999
$
1
2020
699,999
1.4

For information on earnings distribution, which was approved during the shareholders’ meeting, please visit the public information observatory for further information.

(iii) Treasury stock (held by the subsidiaries)

Before the amendment of the Company Law in 2001, the Company’s subsidiaries, purchased the Company’s stock in the open market for investment pruposes. Stocks held by subsidiaries are deemed as treasury shocks.

(Continued)

293

46

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

The numbers of shares, book value and market price held by the Company’s subsidiaries are as follows:

Subsidiaries
2022
Begining
shares
10,351
2,960
368
13,679
10,351
2,960
368
13,679
Add
-
-
-
-
-
-
-
-
Less
-
-
-
-
-
-
-
-
Ending
shares
10,351
2,960
368
PIN-TAI DISTRIBUTION ENTERPRISE
CO., LTD.
TAIWAN NIKOMART CO., LTD.
CHUANG SHIN TRAFFIC CO., LTD.
2021
13,679
10,351
2,960
368
PIN-TAI DISTRIBUTION ENTERPRISE
CO., LTD.
TAIWAN NIKOMART CO., LTD.
CHUANG SHIN TRAFFIC CO., LTD.
13,679
PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD.
TAIWAN NIKOMART CO., LTD.
CHUANG SHIN TRAFFIC CO., LTD.
December 31,
2022
$ 154,637
44,880
4,359
$
203,876
December 31,
2021
154,637
44,880
4,359
203,876

The stock prices of the Company as of December 31, 2022 and 2021 were NTD 32.55 and NTD 27.30 respectively.

(iv) Other equity

Balance on January 1, 2022
Exchange differences on foreign operation
Unrealized gain from equity instrument measured at fair value through other
comprehensive income of associates accounted for using equity method
Changes in other comprehensive income (loss) of associates accounted for
using equity methods
Disposal of investment accounted for using eqity methods
Disposal of investments in equity instruments designated at fair value
through other comprehensive income of associates accounted for using
equity method
Balance on December 31, 2022
Exchange
differences on
translation of
foreign
financial
statements
$ (34,553)
10,683
-
-
14,499
-
$
(9,371)
Unrealized
gains (losses)
from financial
assets
measured at
FVOCI
(71,400)
-
87,776
(1,657)
13,287
9,570
37,576
Total
(105,953)
10,683
87,776
(1,657)
27,786
9,570
28,205

(Continued)

294

47

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Balance on January 1, 2021
Exchange differences on foreign operation
Unrealized gain from financial assets measured at fair value through other
comprehensive income
Changes in other comprehensive income (loss) of associates accounted for
using equity methods
Disposal of investments in equity investment designated at fair value through
other comprehensive income
Balance on December 31, 2021
Exchange
differences on
translation of
foreign
financial
statements
$ (31,870)
(2,722)
-
39
-
$
(34,553)
Unrealized
gains (losses)
from financial
assets
measured at
FVOCI
(44,007)
-
48,832
106
(76,331)
(71,400)
Total
(75,877)
(2,722)
48,832
145
(76,331)
(105,953)

(r) Earnings per share

The Company’s earnings per share are calculated as follows:

Basic earnings per share
Profit from continuing operation attributable to the Company
Weighted average number of ordinary shares
Less: impact of treasury stock
Adjusted weighted average number of ordinary shares
Earnings per share
Diluted earnings per share
Profit from continuing operation attributable to the Company
Profit from continuing operation attributable to the Company(after
adjusting the effect of diluted ordinary shares)
Adjusted weighted-average number of ordinary shares
The impact of employee stock compensation
Adjusted weighted-average number of ordinary shares (after
adjusting the effect of diluted ordinary shares)
Earnings per share
For the Years Ended December 31 For the Years Ended December 31
2022
$
5,918,495
499,999
13,606
486,393
$
12.17
5,918,495
$
5,918,495
486,393
8,485
494,878
$
11.96
2021
591,827
499,999
13,606
486,393
1.22
591,827
591,827
486,393
1,643
488,036
1.21

(s) Revenue from contracts with customers

(i) Disaggregation of revenue

Main product/service
Consumer food
Bulk materials and aquafeeds
Rental revenue from investment properties
For the Year Ended December 31, 2022 For the Year Ended December 31, 2022 For the Year Ended December 31, 2022 For the Year Ended December 31, 2022
Consumption
division
$ 5,633,357
-
-
$
5,633,357
Commodity
division
-
3,969,706
-
3,969,706
Other
-
-
12,886
12,886
Total
5,633,357
3,969,706
12,886
9,615,949

(Continued)

295

48

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Main product/service
Consumer food
Bulk materials and aquafeeds
Rental revenue from investment properties
For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021
Consumption
division
$ 5,102,558
-
-
$
5,102,558
Commodity
division
-
3,511,608
-
3,511,608
Other
-
-
8,547
8,547
Total
5,102,558
3,511,608
8,547
8,622,713

(ii) Contract balances

Notes receivable
Notes receivable-related parties
Accounts receivable
Accounts receivable-related parties
Overdue receivable
Less: loss allowance
Total
December 31,
2022
$ 112,878
-
489,384
914,489
9,911
(41,077)
$
1,485,585
December 31,
2021
127,330
-
462,970
812,934
9,797
(41,077)
1,371,954
January 1, 2021
105,333
2,700
361,292
702,786
10,708
(41,077)
1,141,742

For details on notes receivable, accounts receivable and loss allowance, please refer to Note 6(d).

(t) Remunerations to employees and directors

The Company’s articles of incorporation require that earnings shall first be offset against any deficit, then, a minimum of 2% will be distributed as employee remuneration, and a maximum of 5% will be allocated as remuneration to directors. Employees who are entitled to receive the above-mentioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet certain specific requirements.

For the years ended December 31, 2022 and 2021, remuneration of employees of $267,000 thousand and $34,500 thousand, respectively, and remuneration of directors of $200,000 thousand and $27,000 thousand, respectively, were estimated on the basis of the Company’s net profit before tax, excluding the remuneration of employees and directors of each period, multiplied by the percentage of remuneration of employees and directors as specified in the Company’ s articles of incorporation. Such amounts were recognized as operating expenses for the years ended December 31, 2022 and 2021, Management is expecting that the differences, if any, between the actual distributed amounts and estimated amounts will be treated as changes in accounting estimates and will be charged to profit or loss. The number of shares to be distributed was calculated based on the closing price of the Company’s ordinary shares, one day prior to Board of Directors meeting. There was no difference between the amounts approved in the Board of Directors meeting and the estimated amounts disclosed in the 2022 and 2021 financial statements. For further information, please refer to Market Observation Post System website.

(Continued)

296

49

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(u) Non-operating income and expenses

(i) Other gains and losses

The details of other gain and losses were as follows:

Dividend income
Foreign exchange gains
Gains on disposal of property, plant and equipment
Losses (gains) on financial assets at FVTPL
Delivery service income
Other gains and losses
(ii)
Finance costs
The details of finance costs were as follows:
Interest expense
Bank loans
(iii)
Interest income
The details of interest income were as follows:
Interest income from bank deposits
Others
(iv)
Gains on disposal of investments
Gains on disposal of investment accounted for using
equity method
For the Years Ended December 31 For the Years Ended December 31
2022
2021
$ 8,121
8,509
28,134
12,009
42
98
(8,134)
9,383
13,033
12,620
32,082
30,022
$
73,278
72,641
For the Years Ended December 31
2021
8,509
12,009
98
9,383
12,620
30,022
72,641
2022
2021
$
26,583
10,651
For the Years Ended December 31
2022
2021
$ 1,833
802
470
1,016
$
2,303
1,818
For the years ended December 31
2022
2021
$
6,210,880
-
2021
10,651

(Continued)

297

50

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(v) Financial instruments

  • (i) Credit risk

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

Apart from the Company’s most significant customer, CENTRAL UNION OIL CORP. and PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD, the Company has no exposure to credit risk of any individual counterparty or any group of counterparties with similar credit characteristics. Those related parties which have transactions with the Company are regarded as group of counterparties with similar credit characteristics. As at reporting date, the Company reviewed the concentrations of credit risk arising from CENTRAL UNION OIL CORP. and PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD, and it was 60% and 59%, respectively, of the accounts receivable.

3) Accounts receivable of credit risk

For credit risk exposure of notes and accounts receivables, please refer to note 6(d). Other financial assets at amortized cost includes other receivables and time deposits, etc. All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12-month expected losses. Please refer to Note 4(f) for the decision made by Company as to whether or not its credit risk is to have low risk. Please refer to Note 4(e) for the movement in the allowance for impairment for doubtful accounts.

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including the estimated interest payments but excluding the impact of netting agreements.

December 31, 2022
Non-derivative financial liabilities
Unsecured bank loans (USD)
Unsecured bank loans (NTD)
Secured bank loans (NTD)
Short-term notes and bills payable
Non-interest bearing liabilities
Carrying
amount
$ 409,490
350,000
570,000
350,000
1,388,113
$ 3,067,603
Contractual
cash flows
421,201
353,207
580,716
350,000
1,388,113
3,093,237
Within
6 months
421,201
353,207
5,358
350,000
1,388,113
2,517,879
6-12
months
-
-
575,358
-
-
575,358
1-2
years
-
-
-
-
-
-
2-5
years
-
-
-
-
-
-

(Continued)

298

51

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

December 31, 2021
Non-derivative financial liabilities
Unsecured bank loans (NTD)
Unsecured bank loans (USD)
Secured bank loans (NTD)
Short-term notes and bills payable
Non-interest bearing liabilities
Carrying
amount
$ 54,312
450,000
1,050,000
500,000
874,103
$ 2,928,415
Contractual
cash flows
54,504
452,340
1,069,098
500,000
874,103
2,950,045
Within
6 months
54,504
452,340
5,751
500,000
874,103
1,886,698
6-12
months
-
-
5,751
-
-
5,751
1-2
years
-
-
755,708
-
-
755,708
2-5
years
-
-
301,888
-
-
301,888

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or in significantly different amounts.

(iii) Currency risk

  • 1) Exposure of foreign currency risk

The Company’s significant exposure to foreign currency risk is as follows:

Financial assets
Monetary items
USD : NTD
CNY : NTD
JPY : NTD
Non-monetary items
USD : NTD
Financial liabilities
Monetary items
USD : NTD
December 31, 2022 December 31, 2022 December 31, 2022 December 31, 2021
Foreign
Currency
Exchange
Rate
NTD
15,045
27.690
415,578
5,010
4.341
21,745
-
-
-
8,479
27.690
234,769
1,961
27.690
54,312
December 31, 2021
Foreign
Currency
Exchange
Rate
NTD
15,045
27.690
415,578
5,010
4.341
21,745
-
-
-
8,479
27.690
234,769
1,961
27.690
54,312
Foreign
Currency
$ 6,101
5,088
51,170
10,210
$ 13,335
Exchange
Rate
30.708
4.4175
0.2324
30.708
30.708
NTD Exchange
Rate
NTD
27.690
415,578
4.341
21,745
-
-
27.690
234,769
27.690
54,312
188,260
22,479
11,892
306,969
409,490

  • 2) Sensitivity analysis

The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, other financial assets-current, accounts receivable and other receivables that are denominated in foreign currency. A 1% appreciation or depreciation of US dollar against New Taiwan dollar as of December 31, 2022 and 2021 would have increased (decreased) the pre-tax net income for the years ended December 31, 2022 and 2021 by $1,495 thousand and $3,064 thousaand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for both periods.

(Continued)

299

52

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • 3) Foreign exchange gains or losses on monetary item

Since the Company has various kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by the total amount. For the years ended December 31, 2022 and 2021, the foreign exchange (loss) gain (including realized and unrealized portions) amounted to $28,134 thousand and $12,009 thousand, respectively.

(iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Company’s financial assets and liabilities.

Fixed rate instruments:
Financial assets
Financial liabilities
Variable rate instruments:
Financial assets
Financial liabilities
Book value
December 31,
2022
December 31,
2021
$ 5,506
12,254
350,000
500,000
$
(344,494)
(487,746)
$ 7,994,792
1,254,072
1,329,490
1,554,312
$
6,665,302
(300,240)
December 31,
2022
$ 5,506
350,000
$
(344,494)
$ 7,994,792
1,329,490
$
6,665,302

The following sensitivity analysis is based on the risk exposure to interest rates risk of derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year at the reporting date. The report of the Company’ s internal management on the increases/decreases in the interest rates and the exposure to changes in interest rates of 0.5% is considered by the management to be a reasonable change of interest rate.

If the interest rate increases / decreases by 0.5%, the Company’ s net income will decrease /increase by $26,661 thousand and $1,201 thousand for the years ended December 31, 2022 and 2021, respectively, assuming all other variable factors remaining constant. This is mainly due to the Company’ s variable rate borrowing and cash advances for accounts receivable factoring.

(Continued)

300

53

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(v) Other market price risk

If the equity price changes, the impact of equity price change to other comprehensive income will be as follows; assuming the analysis is based on the same basis for both years and assuming that all other variables considered in the analysis remain constant:

Increase 5%
Decrease 5%
For the years ended December 31
2022
2021
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
$ 59,682
3,446
3,941
3,378
(59,682)
(3,446)
(3,941)
(3,378)
For the years ended December 31
2022
2021
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income (Loss)
(net of tax)
Net Income
(Loss)
(net of tax)
$ 59,682
3,446
3,941
3,378
(59,682)
(3,446)
(3,941)
(3,378)
2022 Net Income
(Loss)
(net of tax)
3,446
(3,446)
Comprehensive
Income (Loss)
(net of tax)
$ 59,682
(59,682)
  • (vi) Fair value of financial instruments

  • 1) Categories of financial instruments and fair value hierarchy

The Company measured its financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income on a recurring basis. The carrying amount and fair value of the Company’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Financial assets at fair value through profit or loss
Non derivative financial assets
Listed Stocks
Beneficiary Certificate-Open-end Funds
Subtotal
Financial assets at fair value through other
comprehensive income
Shares of stock listed on domestic markets
Shares of stock unlisted on domestic markets
Subtotal
Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivables (including related
parties)
Other receivables (including related parties)
Other financial asset-current
Other financial asset-non current
Subtotal
Total
December 31, 2022 December 31, 2022 December 31, 2022
Book value
$ 49,042
37,108
86,150
$ 1,490,907
1,155
1,492,062
$ 8,006,443
1,478,585
9,823
5,506
12,611
9,512,968
$
11,091,180
Level 1
49,042
37,108
86,150
1,490,907
-
1,490,907
-
-
-
-
-
-
1,577,057
Fair value
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
1,155
1,155
-
-
-
-
-
-
1,155
Total
49,042
37,108
86,150
1,490,907
1,155
1,492,062
-
-
-
-
-
-
1,578,212

(Continued)

301

54

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Financial liabilities at amortized cost
Short term loans
Short term notes and bills payable
Notes and accounts payable (including related parties)
Other payables (including related parties)
Long term loans (including current portion)
Deposits received (recognized in the balance sheet as
other non-current liabilities, others)
Subtotal
Total
Financial assets at fair value through profit or loss
Derivative financial assets
Foreign exchange option
Non derivative financial assets
Listed Stocks
Beneficiary Certificate-Open-end Funds
Subtotal
Financial assets at fair value through other
comprehensive income
Shares of stock listed on domestic markets
Shares of stock unlisted on domestic markets
Subtotal
Financial assets at amortized cost
Cash and cash equivalents
Notes and accounts receivable (including related
parties)
Other receivables (including related parties)
Other financial asset-current
Other financial asset-non current
Subtotal
Total
Financial liability at fair value through profit or loss
Derivative financial liabilities
Foreign exchange option
Financial liabilities at amortized cost
Short term loans
Short term notes and bills payable
Notes and accounts payable (including related parties)
Other payables (including related parties)
Long term loans (including current portion)
Deposits received (recognized in the balance sheet as
other non current liabilities, others)
Subtotal
Total
December 31, 2022 December 31, 2022 December 31, 2022
Book value
$ 759,490
350,000
543,775
840,121
570,000
4,217
3,067,603
$
3,067,603
Fair value
Level 1
Level 2
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
December 31, 2021
Fair value
Total
-
-
-
-
-
-
-
-
Level 1
-
51,272
33,190
84,462
97,375
-
97,375
-
-
-
-
-
-
181,837
-
-
-
-
-
-
-
-
-
Fair value
Level 2
712
-
-
712
-
-
-
-
-
-
-
-
-
712
1,481
-
-
-
-
-
-
-
1,481
Level 3
-
-
-
-
-
1,155
1,155
-
-
-
-
-
-
1,155
-
-
-
-
-
-
-
-
-
Total
712
51,272
33,190
85,174
97,375
1,155
98,530
-
-
-
-
-
-
183,704
1,481
-
-
-
-
-
-
-
1,481

(Continued)

302

55

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • 2) Valuation techniques for financial instruments not measured at fair value:

The assumptions and methods used in valuing financial instruments that are not measured at fair value are as follows:

  • a) Financial assets and liabilities measured at amortized cost

Fair value measurement for financial assets and liabilities is based on the latest quoted price and agreed-upon price if these prices are available in an active market. When market value is unavailable, fair value of financial assets and liabilities are evaluated based on the discounted cash flow of the financial assets and liabilities.

  • 3) Valuation techniques for financial instruments measured at fair value:

  • a) Non-derivative financial instruments

Financial instruments trade in active markets is based on quoted market prices.

If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. If a financial instrument does not accord with the aforementioned definition, then it is considered to be without a quoted price in an active market. In general, market with low trading volume or high bid-ask spreads is an indication of a non-active market.

If the financial instruments held by the Company have an active market, the measurements of fair value are categorized as follows:

  • The listed stocks and beneficiary certificate-open-end funds are recognized as financial assets and liabilities traded in active markets by the standards and nature. The fair value is measured at the market quoted price.

Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from competitor. Fair value measured by valuation technique can be extrapolated from similar financial instruments, discounted cash flow method or other valuation technique which include model calculating with observable market data at the balance sheet date.

If the financial instruments held by the Company have no active market, the measurements of fair value are categorized as follows:

  • Equity instruments without quoted price: The fair value is measured at net asset value method. By looking through the nature and the included items of each asset and liability item and collecting the market value information of each asset and liability for items whose book value may be different from the fair value, the Company needs to obtain the fair value of the Company’ s net assets, and calculate the Company's equity value. The discount effect is adjusted due to lack of market liquidity in equity securities.

(Continued)

303

56

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

b) Derivative financial instruments

These are based on the valuation model accepted by the most market users, ex: discount rate and option pricing model. Forward exchange agreement is usually based on the current forward rate. Fair value of structured financial instruments is based on appropriated valuation model, ex: BlackScholes model, or other valuation model, ex: Monte Carlo simulation.

c) Financial instruments measured at fair value

The Company uses market-observable inputs as much as possible to measure its assets and liabilities. The different levels, wherein the inputs of valuation techniques are used to measure the fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability.

  • 4)

  • Transfers between Level 1 and Level 2

There were no changes in the valuation techniques for fair value in 2022 and 2021. In addition, there have been no transfers from each level for the years ended December 31, 2022 and 2021.

  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company’ s financial instruments that use Level 3 inputs to measure fair value include financial assets measured at fair value through other comprehensive incomeequity investments.

The Company’s equity instrument investments without an active market in Level 3 have more than one significant unobservable inputs. The significant unobservable inputs of financial instrument investments without an active market are individually independent, and there is no correlation between them.

(Continued)

304

57

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Quantified information of significant unobservable inputs was as follow:

Item
Financial assets at fair
value through other
comprehensive income-
equity investments
without an active market
Financial assets at fair
value through profit or
loss-equity investments
without an active market
Valuation
technique
net asset value
method
net asset value
method
Significant unobservable
inputs
Interrelationship between
significant unobservable
inputs and fair value
measurement
‧net asset value
‧Market illiquidity discount
(as of December 31, 2022,
and 2021 were both 25%)
‧ Not applicable
‧ The estimated fair value
would increase (decrease)
if the market illiquidity
discount
were
lower
(higher).
‧net asset value
‧Market illiquidity discount
(as of December 31, 2022,
and 2021 were both 25%)
‧ Not applicable
‧ The estimated fair value
would increase (decrease)
if the market illiquidity
discount
were
lower
(higher).
  • 6) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Company’ s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:

December 31, 2022
Financial assets at fair value through
other comprehensive income
Equity investments without an
active market
December 31, 2021
Financial assets at fair value through
other comprehensive income
Equity investments without an
active market
Inputs
Market illiquidity
discount
Market illiquidity
discount
Fluctuation
Profit or loss
in
inputs
Favorable
Unfavorable
1%
$
-
-
1%
$
-
-
Other comprehensive
income
Favorable
Unfavorable
12
(12)
12
(12)
Favorable
12
12

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(Continued)

305

58

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(w) Financial risk management

(i) Overview

The Company has exposure to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Company’ s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks’ exposures, please refer to the respective notes in the accompanying consolidated financial statements.

(ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has deputized managements of core business departments for developing and monitoring the Company’ s risk management policies, wherein the management reports regularly to the Board of Directors on its activities.

The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’ s activities. The Company, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’ s Internal Audit Department oversees how the management’ s supervision complies with the Company’ s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures and exception management, the results of which are reported to the Audit Committee.

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investments in debt securities.

(Continued)

306

59

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

1) Accounts receivable and other receivables

The Company’ s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. As of December 31, 2022 and 2021, the percentage of net sales of two specific clients invested by the Company through equity method were 52% respectively. The two clients mentioned above engaged in the manufacturing (upstream) and wholesale (downstream) of edible products. The Company does not concentrate on a specific customer, thus, there should be no concern on significant concentrations of accounts receivable credit risk. In order to mitigate account receivable credit risk, the Company constantly assesses the financial status of its customers.

2) Investment

The credit risk exposure for the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Company’s finance department. As the Company deals with the banks and other external parties with good credit standing and financial institutions, corporate organization and government agencies which are graded above investment level, management believes that the Company do not have compliance issues and no significant credit risk.

3) Guarantee

The Company’s policy is to provide financial guarantees only to Company’s subsidiaries and CENTRAL UNION OIL CORP. (the Company’ s long-term equity investment company through joint venture agreement). As of December 31, 2022 and 2021, the Company did not provide any endorsement and guarantee for CENTRAL UNION OIL CORP.

(iv) Liquidity risk

Liquidity risk is a risk that the Company is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company ensures that there is sufficient cash to meet the expected operating expenditure needs, including the fulfillment of financial obligations, and supervises the banking facilities to ensure compliance with the terms of loan agreements. As of December 31, 2022 and 2021, the Company’ s unused credit line amounted to $4,028,478 thousand and $3,839,265 thousand, respectively.

(Continued)

307

60

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(v) Market risk

Market risk is a risk that arises from changes in market prices, such as foreign exchange rates, interest rates and equity prices that affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company buys and sells derivatives in order to manage market risk. All such transactions are carried out within the guidelines set by the Risk Management Committee.

1) Currency risk

The Company is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Company’ s entities, primarily the New Taiwan Dollars (NTD) for the Taiwanese company. Except for the purchases of bulk materials, which are denominated in US dollars, the remaining currencies used in transactions are denominated in NTD.

The Company uses foreign exchange options and forward exchange contracts to hedge currency risk. The length of the contract periods are determined by the maturity date and future cash flow of the Company’ s existing foreign currency debt, so the contingent exchange gains and losses of the hedged debt would offset by the gains and losses generated when the hedging instrument contract expires.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, when necessary, to address short-term imbalances.

2) Interest rate risk

The policy of the Company is based on floating interest rate. At present, considering that the market interest rate is relatively low, no interest rate swap has been signed, and if the interest rates increase, the interest rate swap can also be adopted to reduce interest rate risk.

3) Other market price risk

The Company is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Company does not actively trade in these investments as the management of the Company minimizes the risk by holding different investment portfolios.

(x) Capital management

The Company’ s policy is to manage its capital of safeguard the capacity to continue as a going concern, returns for continue to provide returns for shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities.

(Continued)

308

61

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Adjusted equity
Debt-to-equity ratio
December 31,
2022
$ 3,657,933
(8,006,443)
$
(4,348,510)
$
12,562,672
$
8,214,162
%
(52.94)
December 31,
2021
3,240,296
(1,268,500)
1,971,796
6,985,982
8,957,778
%
22.01
  • Note: The disposal of long-term equity invetments resulted in a decrease in the debt-to-capital ratio from the previous period.

  • (y) Investing and financing activities not affecting the current cash flow

The Company’s investing and financing activities which did not affect the current cash flow for the years ended December 31, 2022 and 2021 were from foreign exchange movement.

(7) Related-party transactions:

  • (a) Names and relationship with the Company

The following are related parties that had transactions with the Company during the periods covered in the non-consolidated financial statements.

The following are related parties that had transactions wit
in the non-consolidated financial statements.
h the
Company during the periods covered
Name of related party Relationship with the Company
CENTRAL UNION OIL CORP. Equity-accounted investee by the
Company (associates)
TAIWAN FAMILYMART CO., LTD.(Note 1) Substantive related parties (other related
parties)
TAIWAN DISTRBUTION CENTER CO., LTD(Note 1)
RE-YI DISTRIBUTION SERVICE CO., LTD.(Note 1)
TAISUN FOODS & MARKETING CO., LTD. (Note 2)
PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD. A subsidiary of the Company
TAIWAN NIKOMART CO., LTD.
CHUANG SHIN TRAFFIC CO., LTD.
TAISUN YUAN CO., LTD.
TAISUN (CAYMEN) INVESTMENT CO., LTD.
TAISUN ENTERPRISE (ZHANGZHOU) FOODS CO.,
LTD.
TAISUN (HERBAL) CO., LTD.

Note 1: Change from associates to other related parties effective December 5, 2022.

Note 2: No longer a related party since March 1, 2021.

(Continued)

309

62

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(b) Significant transactions with related parties

  • (i) Sale of Goods to Related Parties
Subsidiaries:
PIN-TAI DISTRIBUTION ENTERPRISE CO.
TAISUN ENTERPRISE (ZHANGZHOU) FOODS
CO., LTD.
Associates:
CENTRAL UNION OIL CORP.
Other related parties
For the years ended December 31 For the years ended December 31
2022
$ 2,093,274
13,519
2,904,790
20,708
$
5,032,291
2021
1,914,135
-
2,625,270
40,143
4,579,548

Parts of the Company’s selling channel of beverages and cooking oil are distributed to related parties, and different canteens inside the military welfare organizations and establishments. However, an additional commission is charged by the delivery agency to the Company for every delivery it makes to the military welfare organizations and establishments. Therefore, the selling price offered to the military welfare organizations and establishments is higher than that offered to the related parties. Furthermore, the selling price offered to TAISUN FOODS & MARKETING CO., LTD is lower as compared to other related parties due to the nature of its business, which is export trading. There were no major differences in the selling price between the related parties and general customers. The payment term for PIN-TAI DISTRIBUTION, ENTERPRISE CO. LTD is 60 days after the end of the month, while those for unrelated parties are 30 to 90 days after the end of the month.

There were no significant differences between the sales prices of soy powder to CENTRAL UNION OIL CORP. which is deducted from the related sales expenses based on the market prices, and those offered to non-related parties. The payment term for relates parties is within 45 to 60 days, while the credit term for non-relates parties is within 30 to 45 days after the end of the month.

The sales prices of food to TAISUN FOODS & MARKETING CO., LTD. is deducted from the related sales expenses based on the market price. The payment term of the transaction is 50% advance receivables, and 50% monthly charge-90 days promissory notes.

The unrealized gross profit on sales between the Company and the above-mentioned related parities has been eliminated based on the equity ratio.

(Continued)

310

63

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(ii) Purchase of Goods and Processing Cost from Related Parties

Associates-CENTRAL UNION OIL CORP. For the Years Ended December 31 For the Years Ended December 31
2022
$
317,106
2021
266,537

The above payment term for purchasing goods from related parties is within 30 days upon the arrival of the goods, which is the same as those offered to other related parties. The processing fee incurred from the soybean oil refining and processing expenses outsourced by the Company to its related parties was made in advance according to the estimated processing volume, with payment terms reconciled within 15 days after the monthly settlement to make up the payment. In addition, the Company has no other refining and processing transaction outsourced to non-related parties.

(iii) Receivables from Related Parties

The receivables from related parties were as follows:

Accounts Related party category December 31,
2022
$ 506,762
404,528
3,199
-
4,243
26
$
918,758
December 31,
2021
Account receivable
Other receivable
Subsidiaries-PIN-TAI
DISTRIBUTION
ENTERPRISE CO., LTD.
Associates-CENTRAL
UNION OIL CORP.
Other associates
Subsidiaries-TAISUN
ENTERPRISE
(ZHANGZHOU) FOODS
CO., LTD.
Subsidiaries-PIN-TAI
DISTRIBUTION
ENTERPRISE CO., LTD
CHUANG SHIN TRAFFIC
CO., LTD.
444,419
363,762
4,753
21,745
3,507
-
838,186

(iv) Payables from Related Parties

The payables from related parties were as follows:

Accounts Related party category
Other associates
Subsidiaries
December 31,
2022
$ 4,825
6,115
$
10,940
December 31,
2021
Accounts payable
Other payable
10,863
2,488
13,351

(Continued)

311

64

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (v) Loans to related parties (included in the (iii) other recevables metioned above)

The Company’s actual loan to related parties was as follows:

Subsidiaries:
TAISUN ENTERPRISE (ZHANGZHOU) FOODS
CO., LTD.
December 31,
2022
$
-
December 31,
2021
21,703

As of December 31, 2022 and 2021, the Company’s loan to related parties was calculated at an annual interest rate of 2.10% respectively, wherein the Company receives promissory notes as collateral. Also the Company evaluated that no bad debts were recognized for TAISUN ENTERPRISE (ZHANGZHOU) FOODS CO., LTD. For the years ended December 31, 2022 and 2021, the interest revenue from the loan mentioned above were $402 thousand and $919 thousand respectively.

(vi) Leases

  • 1) Rental revenue
1)
Rental revenue
Subsidiaries
2)
Rental expenditure
Subsidiaries
For the Years Ended December 31
2022
2021
$
528
528
For the Years Ended December 31
2021
528
2022
$
125
2021
37

The abovementioned leases were conducted under general market price, and the payments were paid (received) by months.

(vii) Other

  • 1) For the years ended December 31, 2022 and 2021, the Company paid logistics fees, promotion fees and gift fees were as follows:
For the years ended December 31, 2022 and 202
promotion fees and gift fees were as follows:
1, the
Company paid logistics fees,
1, the
Company paid logistics fees,
Subsidiaries For the Years Ended December 31
2022
$
36,897
2021
33,873
  • 2) For the years ended December 31, 2022 and 2021, the Company received information service fees and warehousing fees were as follows:
Subsidiaries For the Years Ended December 31 For the Years Ended December 31
2022
$
3,943
2021
3,943

(Continued)

312

65

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • 3) For the years ended December 31, 2022 and 2021, the Company recogized dividends revenue as follows:
Associates:
CENTRAL UNION OIL CORP.
Other related parties:
TAIWAN FAMILYMART CO., LTD.
Subsidiaries:
CHUANG SHIN TRAFFIC CO., LTD
TAISUN YUAN CO., LTD.
For the Years Ended December 31 For the Years Ended December 31
2022
$ 36,000
235,641
-
12,000
$
283,641
2021
32,000
376,023
1,087
-
409,110
  • 4) For the years ended December 31, 2022 and 2021, the Company recognized remunerations to directors as follows:
Assicates:
-CENTRAL UNION OIL CORP.
Key management personnel compensation
Short-term employee benefits
For the Years Ended December 31
2022
2021
$ 536
507
$
536
507
For the Years Ended December 31
For the Years Ended December 31
2022
2021
$ 536
507
$
536
507
For the Years Ended December 31
2021
61,774
  • (c) Key management personnel compensation

(8) Pledged assets:

As of December 31, 2022 and 2021, the book value of pledged assets were as follows:

Asset Purpose of pledge
Forward foreign exchange
contranct and foreign
exchange options
Deposit guarantee from
provisional execution
Long-term bank loans
Long-term bank loans
December 31,
2022
$ 4,606
900
-
1,401,465
$
1,406,971
December 31,
2021
Other current financial asset
Other current financial asset
Investment throungh equity method
Non-current financial assets at fair value
through other comprehensive income
4,154
8,100
350,255
-
362,509

(Continued)

313

66

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(9) Commitments and contingencies:

  • (a) Unused standby letters of credit
Unused standby letters of credit December 31,
2022
$
656,664
December 31,
2021
478,359
  • (b) The following are the contract price and the amount paid on fixed assets:
Signed-contract
Paid-price
December 31,
2022
$
76,339
$
59,181
December 31,
2021
300,766
234,028
  • (c) As of December 31, 2022 and 2021 the Company has issued a promissory note of $250,000 thousand respectively, as a guarantee for bank financing and performance.

  • (d) In May 2022, the Company entered into a 3-year authorization agreement, effective September 1, 2022, with MATSU LIQUOR FACTORY INDUSTRY CO., LTD. to distribute liquor at a total minimum amount of NTD 300,000 thousand.

  • (e) On December 2, 2022, the board of directors of the Company passed a resolution to dispose of 43,500 thousand shares held in TAIWAN FAMILYMART CO., LTD. As of December 31, 2022, the Company had disposed of 43,300 thousand shares through a large-scale transaction during trading hours and received the full payment. Regarding this transaction, which was authorized by the board of directors and completed in accordance with the rules of the Taipei Exchange, the Company received a notice from the Commercial Division of the Intellectual Property and Commercial Court on January 11, 2023, and a civil lawsuit filed by EVERWIN INVESTMENT CO., LTD. and LONG BON INTERNATIONAL CO., LTD. to confirm the invalidity of the resolution of the 22nd Board of Directors' 8th Meeting, which authorized the disposal of the shares held in TAIWAN FAMILYMART CO., LTD. The reasons given were that the resolution was invalid because it did not comply with Article 185, Paragraph 1, Subparagraph 2 of the Company Act, which requires the submission of the above proposal to the shareholders' meeting for a spectal resolution, and the board of directors' convocation procedure was illegal. However, the Company had already consulted with lawyers on the matter of disposing of its shares in TAIWAN FAMILYMART CO., LTD. (as well as the holdings of FWUSOW INDUSTRY CO., LTD. and YI JINN INDUSTRIAL CO., LTD. , which were also included in the board of directors' proposal) before the board meeting, and the Company were advised that these were long-term investments and were recorded in the financial reports as non-operating income and expenses, which were not the Company's main business or assets. Even if the Company were to sell all their holdings, it would not prevent the Company's business from being successful or impede its operation. Therefore, the Company disposed of the TAIWAN FAMILYMART CO., LTD. shares to activate the value of our long-term equity investments, improve the shareholders' equity, and enhance the financial structure. This does not constitute a transfer of "all or a significant part of the business or property" as defined in Article 185, Paragraph 1, Subparagraph 2 of the Company Act, and the disposal procedure followed the same procedures as those for acquiring and disposing of assets, which were authorized by the board of directors and did not require the convening of a shareholders' meeting. In addition, the board of directors' authorization of this transaction and its convocation procedures were legal, so the plaintiff's claim that the board of

(Continued)

314

67

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

directors' convocation procedures were illegal, and that the resolution was irreparably flawed and invalid is unfounded. The Company has already appointed a lawyer to file a defense on January 31, 2023, and the case is currently being heard by the Commercial Division of the Intellectual Property and Commercial Court under Case Nos. 56 and 57 of 2022, respectively. There is currently no significant impact on the Company's operations or finances.

(10) Losses due to major disasters:None

(11) Subsequent events:

In March 2023, the company obtained a master distribution agreement for liquor in Taiwan from MATSU LIQUOR FACTORY INDUSTRY CO., LTD. The actual effective date of the contract will be notified by MATSU LIQUOR FACTORY INDUSTRY CO., LTD. after its sales plan is made. The authorization period is three years, and the total sales amount must not be less than 1,589,000 thousand.

(12) Other:

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

For the Years Ended December 31 the Years Ended December 31 the Years Ended December 31 the Years Ended December 31
By funtion
By item
2022 2021
Cost
of Sale
Operating
Expense
Total Cost
of Sale
Operating
Expense
Total
Employee benefits
Salary 275,944 405,095 681,039 191,066 211,203 402,269
Labor and health insurance 21,285 17,299 38,584 20,909 17,410 38,319
Pension 8,889 8,153 17,042 8,778 7,613 16,391
Remuneration of directors - 207,420 207,420 - 38,582 38,582
Others 14,246 10,359 24,605 13,890 9,723 23,613
Depreciation 73,620 8,320 81,940 68,007 7,665 75,672
Depletion - - - - - -
Amortization - 1,211 1,211 - 2,495 2,495

For the years ended December 31, 2022 and 2021, the information on the number of employees and employee benefit expense of the Company is as follows:

Numbers of employees
Numbers of directors (non-employee)
Average employee benefit expenses
Average employee salary expenses
Percentages of average employee salary expense
Remuneration of supervisors

(Continued)

315

68

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

The Company's salary and remuneration policy information (including directors, managers and employees) is as follows:

  • (a) The remuneration of the directors of the Company is decided in accordance with Article 19 of its articles of incorporation.The chairman's and directors’ remuneration are remunerated through their performance on their duties in the company by the its Salary and Compensation Committee.The article, which is authorized by the board of directors, and accessed through the chairman’s and the director’s individual participation in the company’s operations and the value of contribution and the peer industry level; in addition, if the company makes a profit this year, the director’s remuneration shall be allocated less than 5% in accordance with its articles of incorporation. The actual allocation rate, which is reviewed by the Salary and Compensation Committee and be decided on the board meeting. As for independent directors, the board of directors will determine their monthly fixed remuneration, and attendance fees will be paid each time to the directors. And all independent directors will not participate in the company’s profit distribution.

  • (b) The remuneration of the company’ s general manager, deputy general managers and managers of equivalent positions includes salary and bonuses. The salary refers to the level of the same industry and the titles, ranks, academic (economic) background, professional ability and responsibilities, etc. And the bonuses are based on managers performance evaluations, which include financial indicators (such as the company's revenue, the achievement rate of pre-tax net profit and after-tax net profit) and non-financial indicators (such as major deficiencies in compliance with laws and regulations and operational risks in the department under the jurisdiction), corresponding to the company The contribution of the overall operation is approved and submitted to the Salary and Compensation Committee for deliberation.

  • (c) The employee compensation policy is determined based on the individual's ability, contribution to the company, performance, the market value of the position he holds, and consideration of the company’s future operational risks. It is positively related to business performance and is not based on their age or gender, race, religion, political stance, marital status, and union membership. If the company makes a profit in the current year, more than 2% shall be allocated as employee compensation in accordance with the Company's articles of association. Employees who have served for two years can apply to join the shareholding trust. The overall remuneration package of employees mainly includes three parts: basic fixed salary, bonus and benefits; and the standard of payment, basic fixed salary is based on the market situation of the position held by the employee, and the bonus is to link the achievement of employees, department goals and the Company’s business performance. The business performance of the Company will be issued to the team or individuals who hold an annual commendation. As for the welfare design, the requirements of the law and the needs of the employees are taken into account to design the benefits that the employees can enjoy.

(Continued)

316

69

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:

(i) Loans to other parties:

(In Thousands of New Taiwan Dollars)

Number Name of lender Name of
borrower
Account
name
Related
party
Highest
balance
of
financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates
during the
period
Purposes
of fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for
bad debt
Collateral Collateral Individual
funding
loan limits
Maximum
limit of fund
financing
Item Value
0 The Company TAISUN
ENTERPRISE
(ZHANG
ZHOU)
FOODS CO.,
LTD
Other
receivables-
related
party
Yes 66,263 66,263 - 2.62% 2 - Operation
Requirements
- - 1,256,267 2,512,534
1 TAISUN
(CAYMAN)
INVESTMENT
LTD.
TAISUN
ENTERPRISE
(ZHANG
ZHOU)
FOODS CO.,
LTD.
Other
receivables-
related
party
Yes 57,428 57,428 57,428 2.5% 2 - Operation
Requirements
- Promissory
Notes
57,428 306,969 306,969
  • Note 1: Lending of capital has the following two types:

  • 1.Entities with business transaction with the Company

  • Loans provided for shortterm financing

  • Note 2: According to our policy, the calculation for the maximum total amount of loans granted are as follows:

  • The Company’s total amount available for lending shall not exceed 40% of its net value

  • For entities with business transaction with the Company, the total amount of loans shall not exceed 20% of the Company’s net value; and for a single entity, the total amount of loans shall not exceed 10% of the Company's net value or 120% of its monthly business transaction with the Company.

  • For entities with business transaction with the Company, the total amount of short-term loans shall not exceed 20% of the Company’s net value; and for a single entity, the total amount of short-term loans shall not exceed 10% of the Company's net value or 50% of the net value of the single entity.

  • For those foreign subsidiaries whose voting shares are directly or indirectly whollyowned by the Company, the total amount of loans shall not exceed 100% of the Company’s net value, with two years term.

Note 3: Balance of loan as of the reporting date was within the credit limits approved by the Board of Directors.

(ii) Guarantees and endorsements for other parties:None

  • (iii) Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars)

Name of holder Category
and name
of security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair value
The Company Fubon S&P US Preferred Stock ETF - Note 2 1,000,000 14,300 %
-
14,300
The Company Shin Kong Taiwan High Dividend Fund (A) - 500,000 12,895 %
-
12,895
The Company Yuanta Global Future Telecommunication ETF - 33,000 9,913 %
-
9,913
The Company Stock-YI JINN INDUSTRIAL CO., LTD - 2,622,600 49,042 %
0.87
49,042
The Company Stock-CANDO CORPORATION - 256,923 - %
0.07
-
The Company Cathay Financial Holding Co., Ltd. Preferred Stock A - Note 3 333,000 18,848 %
-
18,848
The Company Stock-CHINA TRADE AND DEVELOPMENT
CORPORATION
- 2,788 28 %
-
28
The Company Stock-MEGA 888 CORP. - 17,350 174 %
1.16
174
The Company Stock-HSIN TUNG YANG CO., LTD. - 79,000 853 %
0.09
853
The Company Stock-YIN-WANG CO., LTD - 10,000 100 %
10.00
100
The Company Stock-TAISUN FOODS & MARKETING CO., LTD. - 886,788 - %
18.90
-
The Company Stock-FWUSOW INDUSTRY CO., LTD. - 3,765,000 70,594 %
1.17
70,594
The Company Stock-TAIWAN FAMILYMART CO., LTD. Other associates 6,836,417 1,401,465 %
3.06
1,401,465
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-Taitung Business Bank - Note 6 9,628 - %
-
-
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-CHUNG HSIN ELECTRIC & MACHINERY
MANUFACTURING CORPORATION
- Note 3 1,183 79 %
-
79
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-KERRY TJ LOGISTICS CO., LIMITED - 15,524 587 %
-
587
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-WUS PRINTED CIRCUIT CO., LTD. - 729 20 %
-
20

(Continued)

317

70

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

Name of holder Category
and name
of security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair value
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-LITE-ON TECHNOLOGY CORPORATION - Note 2 6,260 399 %
-
399
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-MACRONIX INTERNATIONAL CO., LTD - 362 12 %
-
12
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-Winbond Electronics Corporation - 1,195 23 %
-
23
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-SILICON INTEGRATED SYSTEMS CORP. - 2,536 41 %
-
41
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-China Development Financial Holding
Corporation
- 56,505 712 %
-
712
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-Taishin Financial Holding Co., Ltd. - 107,550 1,624 %
-
1,624
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-Shin Kong Financial Holding Co., Ltd. - 20,225 177 %
-
177
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-CGS INTERNATIONAL, INC. - 565 16 %
-
16
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
10,351,332 336,936 %
2.07
336,936
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-HUALON CORPORATION - 5,176 - %
-
-
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-PACIFIC ELECTRIC WIRE & CABLE CO.,
LTD.
- 579 - %
-
-
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-PAO SHIANG CONSTRUCTION &
INDUSTRIAL CO., LTD.
- 27,425 - %
-
-
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-ORNATUBE ENTERPRISE CO., LTD. - 55,000 - %
0.01
-
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Stock-KUEI HUNG INDUSTRIAL CO., LTD. - 22,000 - %
-
-
TAIWAN NIKOMART
CO., LTD.
Stock-CHAROEN POKPHAND ENTERPRISE
(TAIWAN) CO., LTD.
- 117,700 9,216 %
0.04
9,216
TAIWAN NIKOMART
CO., LTD.
Stock- TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
Note 3 2,960,186 96,354 %
0.59
96,354
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-Taitung Business Bank - Note 6 9,628 - %
-
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- TAISUN ENTERPRISE CO., LTD. Parent
/Subsidiary
Note 3 368,524 11,995 %
0.07
11,995
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-SYSGRATION LTD. - 42,451 1,626 %
0.03
1,626
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- CHUNG HSIN ELECTRIC & MACHINERY
MANUFACTURING CORPORATION
- 1,928 130 %
-
130
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- Winbond Electronics Corporation - 5,305 104 %
-
104
CHUANG SHIN
TRAFFIC CO., LTD.
Stock-Powerchip Technology Corporation - 27,624 - %
-
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- HUALON CORPORATION - 5,176 - %
-
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- PAO SHIANG CONSTRUCTION &
INDUSTRIAL CO., LTD
- 38,760 - %
-
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- KUEI HUNG INDUSTRIAL CO., LTD - 22,000 - %
-
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- ORNATUBE ENTERPRISE CO., LTD. - 60,000 - %
0.01
-
CHUANG SHIN
TRAFFIC CO., LTD.
Stock- POWERCHIP SEMICONDUCTER
MAUFACTURING CO.
- 38,995 1,243 %
-
1,243
TAISUN (CAYMAN)
INVESTMENT LTD.
Stock-YAMAI LIMITED - - 18,247 %
3.66
18,247 Note 4
TAISUN YUAN CO.,
LTD.
Stock-FWUSOW INDUSTRY CO., LTD. - 86,000 1,613 %
0.03
1,613
TAISUN YUAN CO.,
LTD.
Stock-TAIWAN FAMILYMART CO., LTD. Other associates 20,000 4,100 %
0.01
4,100

Note 1: Financial products after deducting unrealized gains and losses.

Note 2: Financial assets at fair value through profit or loss.

Note 3: Non-current financial assets at fair value through other comprehensive income.

Note 4: Unissued shares.

Note 5: The liquidation procedure was completed on August 8, 2022.

(Continued)

318

71

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (iv) Individual securities acquired or disposed with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Name of
Property
Account counter-
party
Relationship Beginning Beginning Buy Buy Sell Sell Sell Sell EndingBalance EndingBalance
Shares
/Units
Amount Shares/
Units
Amount Shares/
Units
Price Book value Investment
income
(losses)
Shares/
Units
Amount
(Note)
The Company TAIWAN
FAMILYMART
CO., LTD.
Investment
for using
equity
method
- - 50,136,417 3,027,676 - - 43,300,000 191 3,067,356 6,210,880 6,836,417 -
TATSUN
YUANCO.,
LTD.
TAIWAN
FAMILYMART
CO., LTD.
Investment
for using
equity
method
- - 20,000 3,612 - - - - 3,628 192 20,000 -
  • Note : The Company had lost significant influence over TAIWAN FAMILYMART CO., LTD. On December 5, 2022. And had been transferred from” investment for using equity method” to “non-current financial asset measured at fair value through other comprehensive income”, please refer to Note6(g) for further information.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms different from
others
Transactions with terms different from
others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase
/Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable
(payable)
The Company PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
Subsidiary Sale (2,093,274) %
(22)
OA60


No significant
difference to the
general customers.
General purchases
payments in
30~60 days for
non-related party
506,762 34%
The Company CENTRAL
UNION OIL
CORP.
Investee
Company
measured by
equity method
Sale (2,904,790) %
(30)
OA45~60




Deduct sales
expenses related to
CENTRAL UNION
OIL CORP. based on
market price
General purchases
payments in
30~45 days for
non-related party
404,528 27%
The Company CENTRAL
UNION OIL
CORP.
Investee
Company
measured by
equity method
Purchase 317,106 %
4
0A15
No comparable client No comparable
client
(4,825) (1)%
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
TAISUN
ENTERPRISE
CO., LTD.
Ultimate parent
Company
Purchase 2,093,274 %
96
OA60
No comparable client No comparable
client
(506,762) (97)%
PIN-TAI
DISTRIBUTION
ENTERPRISE
CO., LTD.
TAIWAN
DISTRIBUTION
CENTER CO.,
LTD.
Other associates Sale (115,774) %
(5)
OA45


No significant
difference to the
general customers
General purchases
payments in
30~90 days for
non-related party
19,700 4%
CHUANG SHIN
TRAFFIC CO.,
LTD.
TAIWAN
DISTRIBUTION
CENTER CO.,
LTD.
Other associates Sale (270,321) %
(65)
Physical
distribution -
OA30


No significant
difference to the
general customers
General purchases
payments in
30~45 days for
non-related party
22,977 53%
CHUANG SHIN
TRAFFIC CO.,
LTD.
RE-YI
DISTRIBUTION
SERVICE CO.,
LTD.
Other associates Sale (117,983) %
(28)
Publication
distribution -
OA45


No significant
difference to the
general customers
General purchases
payments in
30~45 days for
non-related party
20,551 47%

(Continued)

319

72

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue
Amount
Action taken
Amounts received in
subsequent period
Allowance
for bad debts
Action taken
The Company CENTRAL UNION OIL
CORP.
Subsidiary measured
by equity method
Account receivable
404,528
7.56 - - 404,528 -
The Company PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Subsidiary Account receivable
506,762
4.40 - - 496,452 -

(ix) Trading in derivative instruments:Please refer to notes 6(b).

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2022 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars)

Name of investor Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31, 2022 December 31, 2021 Shares Percentage of
ownership
Carrying value
The Company TAIWAN NIKOMART
CO., LTD.
Taiwan

Operation of chain
convenience stores
284,067 284,067 27,203,632 %
73.92
24,352 2,526 (1,037) Note 1, 3
The Company PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Taiwan


Wholesale and retail
sales of cooking oil and
food
346,126 346,126 21,255,839 %
99.93
235,429 52,112 41,731 Note 1, 2, 3
The Company TAISUN YUAN CO., LTD. Taiwan
Investment management 5,000 5,000 500,000 %
100.00
15,800 6,323 6,323
The Company TAISUN (CAYMAN)
INVESTMENT LTD.
Cayman
Investments 1,498,670 1,498,670 40,290,000 %
100.00
306,969 62,243 62,243
The Company CENTRAL UNION OIL
CORP.
Taiwan


Manufacturing,
processing and sales of
bean products
204,125 204,125 20,000,000 %
33.33
304,201 171,698 57,233 Note 2
The Company TAIWAN FAMILYMART
CO., LTD.
Taiwan


Operation of, and
investment in, chain
convenience stores
- 2,341,622 - %
-
- 1,249,150 280,563 Note 5
The Company CHUANG SHIN TRAFFIC
CO., LTD.
Taiwan
Logistics 15,352 15,352 1,358,480 %
13.26
7,610 (305) (401) Note 1
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
CHUANG SHIN TRAFFIC
CO., LTD.
Taiwan
Logistics 94,780 94,780 8,630,240 %
84.21
96,456 (305) Note 4
PIN-TAI
DISTRIBUTION
ENTERPRISE CO.,
LTD.
TAIWAN NIKOMART
CO., LTD.
Taiwan

Operation of chain
convenience stores
87,084 87,084 8,904,412 %
24.20
34,737 2,526 Note 3
TATSUN YUAN
CO., LTD.
TAIWAN FAMILYMART
CO., LTD.
Taiwan


Operation of, and
investment in, chain
convenience stores
- 3,522 - %
-
- 1,249,150 112 Note 5

Note 1: The part of holding of the Company's stock by a subsidiary, is treated as treasury stock, has been deducted; please refer to Notes 6(q).

Note 2: Unrealized gains and losses on transactions between affiliates have been eliminated.

Note 3: The impairment loss recognized with the indication of impairment has been deducted.

Note 4: Disclosures are exempted in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Note 5: The Company had lost significant influence over TAIWAN FAMILYMART CO., LTD. On December 5, 2022. And had transferred from” investment for using equity method” to “non-current financial asset measured at fair value through other comprehensive income”, please refer to Note6(g) for further information. In addition, the disclosure period of the profit and loss of investee companies is from January 1, 2022 to November 30, 2022.

(Continued)

320

73

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
investee
Main
business
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2022
Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2022
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
currentperiod
Outflow Inflow
TAISUN
ENTERPRISE
(ZHANGZHOU)
FOODS LTD.
Operation,
production and sales
of food, beverages,
snacks, canned
products, etc.
844,470
(USD27,500)
(Note 1 ) 1,025,647
(USD33,400)
- - 1,025,647
(USD33,400)
66,700 100.00% 66,700 229,628 -
Cheng Da Restaurant
Investment
Management
(Sichuan) LTD.
Fresh bread and
other food products
38,999
(USD1,270)
(Note 6) 19,039
(USD620)
- - 19,039
(USD620)
- 3.66% - - -
JIANGSU DA MAI
FOODS LTD.
Fresh bread and
other food products
102,196
(USD3,328)
(Note 6) 22,417
(USD730)
- - 22,417
(USD730)
- 3.66% - 1,355 -

(ii) Limitation on investment in Mainland China:

Accumulated Investment in Mainland China as
of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
1,067,103 1,469,378 7,537,603

Note 1: Indirect investment in Mainland China through the company (TAISUN (CAYMAN) INVESTMENT LTD) in the third region.

Note 2: Indirect investment in Mainland China through an existing company in Mainland China. According to the rules of the Investment Board, Ministry of Economic Affairs, the reinvestment of investment businesses in Mainland China does not need to apply to the Investment Board; therefore, these investment amounts are not included in the calculation of the Company's investment in Mainland China.

Note 3: The recognition of the investment through profit or loss of TAISUN ENTERPRISE (ZHANG ZHOU) FOODS CO., LTD. and TAISUN (HERBAL) CO., LTD are based on the financial statements which were reviewed and attested by parent company’s CPA in R.O.C. within the same period.

Note 4: The above amounts were translated into New Taiwan dollars at the exchange rate 30.708 as of December 31, 2022.

Note 5: According to the rules of the Investment Board, Ministry of Economic Affairs, the maximum amount on investments should be the higher of the Company’s net asset or 60% of the consolidated net assets.

Note 6: The Company reinvested 3.66% shareholding in YAMAI LIMITED, whose company is in Hong Kong and indirectly held 100% shares of its Mainland China company, through TAISUN (CAYMAN) INVESTMENT LTD. The Company does not have any significant influence on YAMAI LIMITED, therefore, no gain or loss on its investment was recognized.

(iii) For details of capital lending to TATSUN ENTERPRISE (ZHANG ZHOU) FOODS CO., LTD., please refer to Note 13(a).

(iv) Significant transactions

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in “Information on significant transactions”.

(Continued)

321

74

TAISUN ENTERPRISE CO., LTD. Notes to the Non-Consoidated Financial Statements

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
LONG BON INTERNATIONAL CO., LTD. 180,947,000 %
36.18
EVERWIN INVESTMENT CO., LTD. 58,279,000 %
11.65
JUN YUAN INVESTMENT CO., LTD. 28,754,000 %
5.75
CHU-YU INVESTMENT LTD. 25,149,000 %
5.02

(14) Segment information:

Please refer to the consolidated financial statements for the year ended December 31, 2022.

322

75

Taisun Enterprise Co., Ltd.

Statement of Cash and Cash Equivalents

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Cash on hand
Cash in banks
Foreign currency deposits
Foreign currency deposits
Foreign currency deposits
Foreign currency deposits
Check deposits
Current deposits
Description
Amount
$ 200
USD2,362,875.82 thousand (rate 30.708)
72,559
JPY40,377,113 thousand (rate 0.2324)
9,384
CNY5,088,551 thousand (rate 4.4175)
22,479
EUR6,656.35 thousand (rate 32.7101)
192
11,451
7,890,178
$
8,006,443

Statement of Account Receivable

Client name
Client A
Client B
Client C
Client D
Others
Total
Less: Allowance for
impairment
Net account receivable
Description
Payment for goods



Amount
Note
$ 107,603
66,900
52,021
44,231
218,629
The year-end balance of each client does
not exceed 5% of the account balance.
489,384
(38,166)
$
451,218

323

76

Taisun Enterprise Co., Ltd.

Statement of Account Receivables-Related Parties

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Client name
CENTRAL UNION OIL
CORP.
PIN-TAI DISTRIBUTION
ENTERPRISE CO., LTD.
Others
Total
Less: Allowance for impairment
Description
Payment for goods

Amount
Note
$ 404,528
506,762
3,199
The year-end balance of each client does
not exceed 5% of the account balance.
914,489
-
$
914,489

Statement of Inventories

Item
Raw materials
Materials
Work in process
Finished goods
Consumptive biological assets
Subtotal
Less: Allowance for, and loss from,
slow-moving inventories
Total
Amount
Cost
Net Realizable
Value
Note
$ 656,180
655,307
Market price is based on the
selling price on the reporting
date.
25,601
24,739
"
380,774
379,639
"
434,161
435,920
"
21,260
21,896
"
1,517,976
1,517,501
(22,993)
$ 1,494,983
Amount
Cost
Net Realizable
Value
Note
$ 656,180
655,307
Market price is based on the
selling price on the reporting
date.
25,601
24,739
"
380,774
379,639
"
434,161
435,920
"
21,260
21,896
"
1,517,976
1,517,501
(22,993)
$ 1,494,983
Cost
$ 656,180
25,601
380,774
434,161
21,260
1,517,976
(22,993)
$ 1,494,983

324

Taisun Enterprise Co., Ltd.

Statement of financial assets measured at fair value through other

comprehensive income - non-current

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Name of investee
Cathy Financial Holding Co.,
Ltd. Preferred Stock A
CHINA TRADE AND
DEVELOPMENT
CORPORATION
MEGA 888 CORP.
HSIN TUNG YANG CO., LTD.
YIN-WANG CO., LTD.
TAISUN FOODS &
MARKETING CO., LTD.
FWUSOW INDUSTRY CO.,
LTD.
TAIWAN FAMILYMART CO.,
LTD.
Beginning balance
Shares
Fair value
Beginning balance
Shares
Fair value
Addition
Shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,836,417
1,305,756
1,305,756
Decrease
Shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Adjustments
on
fair value
Ending balance
Shares
Fair value
333,000
18,848
2,788
28
17,350
174
79,000
853
10,000
100
866,788
-
3,765,000
70,594
6,836,417
1,401,465
1,492,062
Cumulative
impairment
Collateral
Notes
None
None
None
None
None
None
None
Long-term
bank loan
Note 1
Shares Shares
-
-
-
-
-
-
-
6,836,417
Shares
-
-
-
-
-
-
-
-
Shares
333,000
2,788
17,350
79,000
10,000
866,788
3,765,000
6,836,417
333,000
2,788
17,350
79,000
10,000
866,788
3,765,000
-
$ 20,946
28
174
853
100
-
76,429
-
$
98,530
(2,098)
-
-
-
-
-
(5,835)
95,709
87,776
-
-
-
-
-
-
-
-
-

Note 1: The increase in the current period is mainly due to the loss of significant influence on the disposal of a portion of the Company's investments accounted for using the equity method on December 5, 2022. Therefore, noncurrent financial asset measured at fair value through other comprehensive income were transferred to fair value on December 5, 2022.The Company had lost significant influence over TAIWAN FAMILYMART CO., LTD. on December 5, 2022. And had been transferred from "investment for using equity method" to "noncurrent financial asset measured at fair value through other comprehensive income".

325

Taisun Enterprise Co., Ltd.

Statement of Changes in Investments Accounted for Using the Equity Method

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Name of investee
TAIWAN NIKOMART CO., LTD.
PIN-TAI DISTIBUTION
ENTERPRISE CO., LTD.
TAISUN (CAYMEN)
INVESTMENT CO., LTD.
CENTRAL UNION OIL CO., LTD.
TAIWAN FAMILYMART CO.,
LTD.
CHUANG SHIN TRAFFIC CO.,
LTD.
TAISUN YUAN CO., LTD.
Benining balance
Amount
$ 22,484
177,404
234,769
282,630
3,027,676
7,868
21,332
$ 3,774,163
Addition
Shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Addition
Shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Decrease (note 1)
Amount
-
-
-
36,000
3,302,997
-
12,000
3,350,997
Exchange
difference on
translation
of foreign
financial
statement
-
-
10,683
-
-
-
-
10,683
Adjustments
for using
equity
method
(Note 2)
1,868
58,025
61,517
57,571
275,321
(258)
6,468
460,512
Ending balance Ending balance Ending balance Amount
24,352
235,429
306,969
304,201
-
7,610
15,800
894,361
Market value or
net assets value
Unit
price
Total
amount
Collateral
3.90
106,110
None
28.49
605,604
"
7.78
313,524
"
15.34
306,725
"
-
-
Note 3
11.17
15,171
None
31.60
15,800
"
Shares Shares Shares Shares
27,203,632
21,255,839
40,290,000
20,000,000
-
1,358,480
500,000
Percentage
of
ownership
Unit
price
3.90
28.49
7.78
15.34
-
11.17
31.60
27,203,632
21,255,839
40,290,000
20,000,000
50,136,417
1,358,480
500,000
-
-
-
-
-
-
-
-
-
-
-
50,136,417
-
-
%
73.92
%
99.93
%
100.00
%
33.33
%
-
%
13.26
%
100.00

Note 1: The decrease in the current period was due to the acquisition of cash dividends amounting to $283,641 thousand dollars from the invested companies.

Note 2: Adjustments using equity method comprised of gain or loss from subsidiaries and affiliated enterprises amounting to $446,655 thousand. Also, the capital reserve treasury shares amounted to $$13,608 thousand dollars and the change in other comprehensive income amounted to $5,529 thousand, as well as the unrealized gain or loss from downstream and upstream transactions amounted to $(5,280) thousand.

Note 3: The Company had sold part of its shareholding, which decreased from 22.46% to 3.06% and lost significant influence over TAIWAN FAMILYMART CO., LTD. On December 5, 2022. And it was transferred from "investment for using equity method" to "non current financial assets measured at fair value through other comprehensive income", please refer to Note 6(g) for further information.

326

Taisun Enterprise Co., Ltd.

Statement of Changes in Property, Plant and Equipment

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Please refer to Note 6(h) for more information.

Statement of Short-term Borrowings

December 31, 2022

Creditor Type
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Purchase Loan
(Letter of Credit)
Credit Loan
Credit Loan
Credit Loan
Ending
blance
$ 53,254
15,303
27,493
93,305
12,279
1,445
453
86,464
86,464
33,030
50,000
200,000
100,000
$
759,490
Contract period
2022.12.28~2023.03.28
2022.12.30~2023.03.30
2022.12.29~2023.03.18
2022.12.29~2023.03.21
2022.12.03~2023.03.03
2022.12.30~2023.06.28
2022.12.21~2023.06.19
2022.12.28~2023.06.26
2022.12.28~2023.06.26
2022.12.28~2023.06.26
2022.12.01~2023.02.01
2022.11.16~2023.02.16
2022.11.16~2023.02.16
Interest
rate
Credit
lines
5.69%
96,358
6.11%
64,949
5.31%
58,811
5.98%
93,305
5.57%
57,870
5.36%
57,870
5.36%
57,870
5.36%
90,752
6.13%
90,752
6.13%
33,030
1.99%
100,000
1.55%
200,000
1.675%
100,000
$ 1,101,567
Collateral
Note
None
None
None
None
None
None
None
None
None
None
None
None
None
Mega international
Commercial Bank
Co., Ltd.
Taiwan Cooperative
Bank
JihSun International
Commercial Bank
Co., Ltd.
Land Bank of
Taiwan
Taipei Fubon
Commercial Bank
Co., Ltd.
Taipei Fubon
Commercial Bank
Co., Ltd.
Taipei Fubon
Commercial Bank
Co., Ltd.
Taipei Fubon
Commercial Bank
Co., Ltd.
Bangkok Bank
Public Company
Limited
Bangkok Bank
Public Company
Limited
DBS Bank
Bank of Kaohsiung
Co., Ltd.
First Commercial
Bank

327

Taisun Enterprise Co., Ltd.

Statement of Account Payables

December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Vendor
name Description Amount Note
A Payment for goods 32,248
B 28,090
Other 483,159 The year-end balance of each vendor does not
exceed 5% of the account balance.
Total $ 543,497

Statement of Long-term Borrowings

Creditor
JihSun International
Commercial Bank
Taishin International Bank
Less: due in one year
Description Ending
balance
$ 220,000
350,000
(570,000)
$
-
Contract period
2020.10.30~2023.07.21
2020.11.04~2023.11.03
Interest
rate
%
1.51
%
2.25
Collateral
Note
Non-current financial
assets at fair value
through other
comprehensive income
Non-current financial
assets at fair value
through other
comprehensive income

328

Taisun Enterprise Co., Ltd.

Statement of Operating Revenue

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Soy powder and soybean
Beverage
Cooking oil
Livestock
Others
Total
Less: Sales return
Sales discount
Net operating revenue
Quantity
Amount
187,917 tons
$ 3,454,311
14,846 thousand boxes
2,901,576
30,159 tons
2,819,347
16,281 tons
455,588
13,153
9,643,975
(14,532)
(13,494)
$
9,615,949

329

Taisun Enterprise Co., Ltd.

Statement of Operating Costs

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Cost of sales from manufacturing
Raw material
Raw material, January 1
Add: Purchase
Less: Raw material, December 31
Transfer into expense
Inventory loss of raw materials
Disposal of raw materials
Indirect raw materials
Materials, January 1
Add: Purchase
Less: Materials, December 31
Transfer into expense
Inventory loss on materials
Direct labor
Manufacturing expense
Work in process, January 1
Add: Purchase
Inventory gain on work in process
Less: Work in process, December 31
Disposal of work in process
Transfer into expense
Cost of finished goods
Finished goods, January 1
Add: Purchase
Less: Finished goods, December 31
Transfer into expense
Inventory loss on finished goods
Transfer into biological assets-non current
Disposal of finished goods
Revenue from sales of scraps
Inventory gain
Disposal of inventory
Cost of goods sold
Cost of lease
Description
Amount
$ 149,428
6,285,122
(656,180)
(1,756)
(35)
(135)
5,776,444
24,032
1,079,253
(25,601)
(321)
(165)
1,077,198
213,832
652,249
173,624
471,803
5,714
(380,774)
(577)
(65)
7,989,448
343,658
881,165
(455,421)
(20,943)
(6,008)
(3,148)
(4,673)
(2,576)
494
5,385
8,727,381
1,222
$
8,728,603

330

Taisun Enterprise Co., Ltd.

Statement of Selling Expenses

For the year ended December 31, 2022

(Expressed in thousands of New Taiwan Dollars)

Item
Salary and wages expenses
Transportation expense
Advertising expense
Taxes
Expected credit loss
Other
Total
Selling
Expenses
$ 149,801
97,446
208,210
63,580
-
235,551
$
754,588
Administrative
Expenses
470,867
442
-
3,074
-
146,385
620,768
Expected
Credit Loss
-
-
-
-
7,000
-
7,000
Total
620,668
97,888
208,210
66,654
7,000
381,936
1,382,356

Note1: The year-end balance of each item does not exceed 5% of the account balance.

Summary Statement of Gains on Disposal of Investment

Please refer to Note 6(g) and (u) for more information.

331