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WEI CHUAN AGM Information 2021

Sep 9, 2021

51742_rns_2021-09-09_761ac8da-45b0-495d-b9e4-f3681b09b74d.pdf

AGM Information

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WEI CHUAN FOODS Corp. Minutes of 2021 Annual Shareholders’ Meeting

Time 9:00 a.m., Aug.31 2021 (Tuesday)

  • Place Lecture Hall, Floor 1, Importers and Exporters Association of Taipei (No. 350, Songjiang Road, Taipei)

Total outstanding shares 506,062,914 shares

Total shares represented by shareholders and proxies present:329,034,757 shares (including via electronic transmission), accounted for 65.01% of the total shares issued

Chairman CHEN, HUNG-YU, the Chairman of the Board of Directors

Recorder YU, YI-LING

  • Directors present LI, ZHI-PING (the Chairman of the Audit Committee), SONG, JUN-MING (Independent Director, via video conference), CHEN, SHUN-PING (Independent Director, via video conference), CHIEN, PEI-HSIANG (via video conference), LAI, CHING-PAO (via video conference), HSIEH, MONCHANG (via video conference), HSUEH, KUANG-CHI (via video conference), LIN, CHING-TANG (via video conference)

Attendants CHANG, CHIAO-HUA (CEO), HUANG, KUO-CHEN (CFO), WU, YU-LUNG (CPA), CHEN, YEN-HIS (Attorney)

  • I. Commencement The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.

II. Chairman's speech (omitted)

III. Report items

  1. 2020 Business Report (see Attachment I)

  2. 2020 Audit Committee's Review Report (see Attachment II)

  3. Report on Communication among the Audit Committee, Independent Directors and the Internal Audit Supervisor (see Attachment III)

  4. 2020 Report on Endorsement and Guarantee (see Attachment IV)

  5. 2020 Report on Employees’ and Directors’ Remuneration

1

  • (1)Draw and distribute the remuneration for employees and directors according to the provisions of Article 27 of the Articles of Association.

  • (2)The amount of remuneration for employees of the Company in 2020 is NT$6,510,275, that for directors is NT$6,300,000, and the remuneration is distributed in cash.

  • 2020 Report on the Distribution of Earnings as Cash Dividends

  • (1)According to the provisions of Article 27-1 of the Articles of Association, the Board of Directors shall decide on the distribution of all or part of dividends payable in the form of cash and report to the board of shareholders.

  • (2)The value of cash dividends payable of the Company in 2020 is NT$0.53 per share and the total amount is NT$268,213,344.

  • (3)The cash dividends to be distributed are rounded off to the nearest NT dollar, with the decimal places removed. The part to be distributed to each shareholder, which is less than NT$1 will be transferred to the non-operating income.

  • (4)This proposal has been approved by the Board of Directors and the Chairman of the Board of Directors is authorized to set an ex-dividend base date separately.

  • IV. Proposals

Proposal I.

  • (Proposed by the Board of Directors)

  • Proposal Adoption of the Company's 2020 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

  • Explanation Final accounting of the Company in 2020 has been completed, and the Company's Business Report and Financial Statements and subsidiaries' consolidated financial statements have been prepared and audited by WU, YU-LUNG and HUANG, SHIH-CHUN, CPAs of PricewaterhouseCoopers, Taiwan, and an unqualified audit report has been issued and placed on record. (see Attachment V)

2

Resolution

Shares represented at the time of voting 329,034,757

Voting Result:

VotingResult:
Voting Results* % of the total represented
share present
Votes in favor316,513,986 votes 96.19%
Votes against138,328 votes 0.04%
Votes abstained / No votes12,382,443 votes 3.77%
Votes invalid0 votes 0%
  • including votes casted electronically (numbers in brackets)

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

(Proposed by the Board of Directors)

Proposal Adoption of the proposal for distribution of 2020 earnings of the Company.

Explanation In 2020, the net profit after tax of the Company was NT$535,195,265, and an earnings distribution table would be prepared according to Article 27-1 of the Articles of Association. (see Attachment VI)

Resolution

Shares represented at the time of voting 329,034,757

Voting Result:

Voting Result:
Voting Results* % of the total represented
share present
Votes in favor316,585,990 votes 96.21%
Votes against176,330 votes 0.05%
Votes abstained / No votes12,272,437 votes 3.74%
Votes invalid0 votes 0%
  • including votes casted electronically (numbers in brackets)

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

3

V. Discussions

Discussion I.

(Proposed by the Board of Directors)

  • Proposal The amendment to some provisions of the "Rules for Procedure for Shareholders' Meetings" is submitted for decision.

  • Explanation In response to the reference models in TZZL Zi No. 1100001446 announcement of Taiwan Stock Exchange Corporation about the amendment to the "Rules for Procedure for Shareholders' Meetings of XX Co., Ltd." on Jan. 28, 2021 and business needs of the Company, it is proposed to amend the Rules for Procedure for Shareholders' Meetings of the Company partially. (see Attachment VII)

Resolution

Shares represented at the time of voting 329,034,757

Voting Result:

VotingResult:
Voting Results* % of the total represented
share present
Votes in favor316,620,537 votes 96.22%
Votes against141,894 votes 0.04%
Votes abstained / No votes12,272,326 votes 3.74%
Votes invalid0 votes 0%
  • including votes casted electronically (numbers in brackets)

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

Discussion II.

(Proposed by the Board of Directors)

  • Proposal The amendment to some provisions of the "Measures for Election of Directors" is submitted for decision.

4

Explanation In response to the reference models in TZZL Zi No. 1090009468 announcement of Taiwan Stock Exchange Corporation about the amendment to the "Procedures for Election of Directors of XX Co., Ltd." on Jun. 3, 2020 and business needs of the Company, it is proposed to amend the Measures for Election of Directors of the Company partially. (see Attachment VIII)

Resolution

Shares represented at the time of voting 329,034,757 Voting Result:

VotingResult:
Voting Results* % of the total represented
share present
Votes in favor316,608,409 votes 96.22%
Votes against143,872 votes 0.04%
Votes abstained / No votes12,282,476 votes 3.74%
Votes invalid0 votes 0%
  • including votes casted electronically (numbers in brackets)

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

VI. Extemporary Motions

Summary of the comment made by shareholder account No.# 254084

Please explain the company’s performance this year.

(The Chairman has asked the CEO to reply.)

VII. Meeting Adjourned 9:24 a.m., Aug.31 2021 (Tuesday)

Chairman CHEN, HUNG-YU, the Chairman of the Board of Directors Recorder YU, YI-LING

(The minutes only record the main points of the meeting. The content and procedures of the meeting are subject to the meeting video.)

5

Attachment I

2020 Business Report of Wei Chuan Foods Corporation

Looking back to the overall economic environment in 2020, the global economy declined by 3.5% under the influence of the COVID-19 pandemic. However, driven by effective control of the pandemic, and steady growth of the government and private investments, the domestic economy increased by 3.11%. Looking ahead to the global economy in 2021, with the wide introduction of vaccines for COVID-19 and policy support of large economies, IMF estimates that the global economy is expected to recover and grow by 5.5%. According to data from the Chief Statistics Office of the Executive Yuan, the economy of Taiwan will see growth at a rate of 4.64%.

In the context of the food industry in Taiwan, the output value of Taiwan’s food industry in 2020 was about NT$ 635.5 billion, with a growth of 0.83%. The overall revenue of the listed/ OTC/ public food companies was NT$ 772.5 billion, with a growth of 0.2%. Facing with the increase in consumption, alternative/ diversified consumption patterns and demands, and intensifying competition of markets/ channels, we must continue making breakthroughs, transform toward high-end development of higher quality and more value-added, and optimize operation systems, process, marketing and management mode, so as to respond to middleterm and long-term competitive development of the industry and market.

In 2020, Wei Chuan achieved consolidated revenue of NT$ 18,650,871 thousand, declined by 7.8% on a year-on-year basis; the consolidated operating profits were NT$ 595,053 thousand, increased by NT$ 50,447 compared with that in 2019; net profits attributable to the parent company were NT$ 535,196 thousand; due to disposal of assets in 2019, proceeds from the disposal of assets were reduced by NT$814,789 thousand compared with that in 2019; the earning per share was NT$ 1.06, declined by NT$1.61 on a year-on-year basis. With respect to the financial performance of the parent company, the operating revenue was NT$ 7,802,514 thousand, increased by 2.1% compared with that in 2019; operating profits were NT$122,964 thousand, with earnings of NT$ 383,457 after the turn from loss in 2019. The Company achieved significant results in the operation of food.

6

Taiwan Business:

In 2020, the Company turned losses into gains, and achieved substantial improvement for operating profits or losses thanks to the strategies of “boosting sales”, “adjusting the portfolio to improve gross profits”, “rationalizing expenses”, “rebuilding brand assets” and “deepening business promotion strength” under the operation policies of “Brand/Category Focus” and “Brand Asset Rebuilding”. With respect to operation management, in addition to continuous improvement for food safety and core competitiveness, the Company also masters the demands of the consumers and creates valued services for customers so as to promote better operation mode, and improves efficiency of operation management system and process to establish a more health and virtuous cycle development direction for the Company.

Mainland China Business:

In 2019, under the influence of the COVID-19 pandemic, the performance was not as good as expected. However, thanks to the established planning policies and strategies, the Company still successfully sized a new market share in Mainland China in face of adversity, and alleviated the impact of the external adverse environment. In the future, the Company will continue deepening the regional development of the chilled foods business and promote the brand/category/channel strategies. With respect to regional operation, the Company continues to keep moving in Eastern China, and seek rapid development in Northern China and Southern China. The Company will make further breakthroughs in brand/ category operation and new channel operation development, to make remarkable achievements.

Looking forward to the future, with the long-term support and care of our shareholders, consumers and the general public, we are moving towards the 68th Anniversary. Under the strategies of “keeping a foothold in Taiwan and developing Mainland markets” and the business orientation of “food manufacturing, brand marketing and channel management”, the operation team will uphold the Company’s food operation philosophy, fulfill the Company’s social responsibilities. The Company is committed to strengthening the integration of cross-Strait resources, continues to deepen brand management, intensifies the root of the key core technologies of the products, optimizes the systematic process benefit and efficiency of the supply chain and operation management system, and promotes rapid development of the cross-strait markets with more positive attitudes and efforts, so as to lay a solid foundation for the Company’s sustainable management and core market competitiveness. The Company will do its best to make operation achievements, and create remarkable results, so as to establish the brand reputation in the cross-strait market.

Chairman: General Manager: Accounting Manager: Chen, Hung-Yu Chang, Chiao-Hua Huang, Chih-Yu

7

Attachment II

Wei Chuan Foods Corp.

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements and proposal for earnings distribution. The CPA firm of PricewaterhouseCoopers was retained to audit Wei Chuan’s Financial Statements and has issued an audit report relating to the Financial Statement. The Business Report, Financial Statements and proposal for earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Wei Chuan Foods Corp. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

2021 Annual Shareholders’ Meeting of Wei Chuan Foods Corp.

Chairman of the Audit Committee : Li, Zhi-Ping March 29,2021

8

Attachment III

Report on Communication among the Audit Committee, Independent Directors and the Internal Audit Supervisor

The Audit Committee and Independent Directors have communicated well with the Internal Audit Supervisor in recent years. The Internal Audit Supervisor has attended meetings of the Audit Committee and made internal audit reports, the audit unit has submitted the internal audit reports to Independent Directors and the Internal Audit Supervisor have discussed the Company's internal control and internal audit operating condition by phone, by email or by means of meetings as required.

Key points of communication at meetings of the Audit Committee in recent years are as follows:

s follows:

Key points of communication with
Key points of communication with the
Meeting date

CPAs
Audit Supervisor
Audit
Reviewing the Internal Auditors’report.
Committee, (N/A)

(from October to December, 2019)
Jan. 17, 2020
CPAs have explained the
Audit
condition of review on
Committee, consolidated and individual Reviewing the Internal Auditors’report.
Mar. 30, financial reports of the year
(from January to February, 2020)
2020
2019, and communicated with
independent directors.
CPAs have explained the condition
Audit

of review on consolidated financial
Committee, Reviewing the Internal Auditors’report.
reports of the first quarter of 2020,
May 11,
(from March to April, 2020)

and communicated with

2020
independent directors.
CPAs have explained the condition
Audit

of review on consolidated financial
Committee, Reviewing the Internal Auditors’report (from
reports of the second quarter of
Aug. 10,
May to June, 2020).

2020, and communicated with

2020
independent directors.
Audit
Committee,
(N/A) (N/A)
Sep. 30,

2020
CPAs have explained the condition

of review on consolidated financial
Audit Reviewing the Internal Auditors’report (from
reports of the third quarter of 2020
Committee,
July to September, 2020).


and the plan for review on financial
Nov. 9, 2020


reports of 2021, and communicated

with independent directors.

9

Audit
Reviewing the Internal Auditors’report (from
Committee, (N/A)

October to December, 2020).
Feb. 2, 2021
CPAs have explained the

consolidated and individual
auditors' reports of 2020 and
Audit

communicated with independent
Committee, Reviewing the Internal Auditors’report (from

directors.
Mar. 29,
January to February, 2021).
Discussion of findings in and
2021

suggestions for the review of financial

statements of 2020 and response of

themanagement (private sessions).

Note: All the above matters have been examined or approved by the Audit Committee and Independent Directors have no objections.

10

Attachment IV

2020 Report on Endorsement and Guarantee

  • I. As the total amount of endorsement and guarantee is limited to the net value of the Company, the total amount of endorsement and guarantee of the Company as of the end of December, 2020 is NT$1,507,700,000, far below the net value of the Company, NT$6,847,705,000, meeting provisions of the Company's operational procedures for making endorsement and guarantee.

  • II. The top limit for the amount of endorsement and guarantee of a single enterprise is US$30,000,000 of Concourse Trading Co., Ltd., converted into NT$854,400,000, which does not exceeding one third of the total amount of endorsement and guarantee and meets provisions of the operational procedures for making endorsement and guarantee.

  • III. The amount of endorsement and guarantee of each affiliated enterprise is as shown in the attached table.

Detailed statement of endorsement and guarantee of affiliated enterprises as of the end of December, 2020

Unit: NT$ thousand, US$ thousand or RMB thousand

Company Name Limit for
Endorsement/Guarantee
Actual Amount Drawn
Concourse TradingCo.,Ltd. US$30,000 US$2,466
Subtotal
Equivalent of NT$
US$30,000
854,400
US$2,466
70,228
Hangzhou Wei-chuan
BiotechnologyFoods Co.,Ltd.
RMB 50,000 RMB 31,000
Subtotal
Equivalent of NT$
RMB 50,000
218,300
RMB 31,000
135,346
Shengshun Farm Co.,Ltd. NT$435,000 NT$435,000
Total 1,507,700 640,574

11

Attachment V

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000255

To the Board of Directors and Shareholders of Wei Chuan Foods Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Wei Chuan Foods Corporation and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

12

accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Estimation of sales incentives

Description

Refer to Note 4(31) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(23) for details of revenue.

The Group enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Group pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Group launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Group shall combine the two transactions and record the sales incentives as a deduction item to operating revenue.

The Group calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.

13

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding of the Group’s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.

  2. Obtained the reports derived from the Group’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.

  3. Obtained the sales agreements of the Group’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.

  4. Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.

Evaluation of inventories

Description

Refer to Note 4(12) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.

The Group is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.

The Group applies judgments and estimates in determining the net realisable value of inventories on balance sheet date and then writes down the inventory costs to the net realisable value. Given that the inventories are the main operating assets for the Group, the evaluation of inventories involves management judgments and evaluation amounts are material to the financial statements, we consider the evaluation of inventories a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained the policies for inventory valuation and determined whether the policies

14

applied in provision of allowance for inventory valuation losses in the different periods are in agreement.

  1. Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.

  2. Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.

  3. Obtained net realizable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Wei Chuan Food Corporation as at and for the years ended December 31, 2020 and 2019.

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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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

15

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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

16

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  2. 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.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

17

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.

Wu, Yu-Lung Huang, Shih-Chun

For and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2021

----------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

18

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1) and 8
6(3)
6(3)
6(3) and 7(2)
7(2)
6(4)
7(2)
6(2)
6(5)
6(6) and 8
6(7)
6(8) and 8
6(9)
6(10)
6(30)
6(11) and 8
December31, %
11
-
13
1
-
-
7
1
-
33
-
-
52
3
1
1
1
7
2
67
100
2020
December31, 2019
Amount
1,905,431
$ 21,996
2,277,509
213,946
82,476
4,241
1,204,996
158,563
6,198
5,875,356
33,452
17,686
9,426,888
629,264
131,801
174,911
121,744
1,348,994
271,425
12,156,165
18,031,521
$
Amount
2,221,758
$ 26,308
2,363,467
274,378
101,985
5,351
1,266,774
267,267
9,226
6,536,514
33,443
18,306
9,780,396
662,640
133,733
149,594
104,519
1,407,368
270,430
12,560,429
19,096,943
$
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable due from related parties, net
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair value through profit or loss
1550
Investments accounted for using the equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1830
Non-current biological assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
12
-
12
1
1
-
7
1
-
34
-
-
51
4
1
1
1
7
1
66
100

(Continued)

19

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(13)
6(14)
6(23)
7(2)
6(15) and 9(1)
6(16)
6(16)
6(30)
6(17)
6(19)
6(20)
6(21)
6(22)

9
11
December31, %
10
2
1
-
8
-
12
-
-
1
34
20
4
1
3
28
62
28
-
4
2
6
2)
(

38
-
38
100
2020
December31, 2019
Amount
1,770,429
$ 349,939
90,909
299
1,485,952
65,716
2,076,044
54,051
78,278
133,826
6,105,443
3,549,532
831,224
161,093
528,441
5,070,290
11,175,733
5,060,629
36,113
682,715
302,706
1,018,043
252,501)
(

6,847,705
8,083
6,855,788
18,031,521
$
Amount
3,159,229
$ 40,000
70,944
6,602
1,507,668
60,108
1,998,678
153,534
108,922
184,766
7,290,451
3,130,080
987,384
154,431
590,802
4,862,697
12,153,148
5,060,629
36,103
551,470
-
1,590,372
302,706)
(

6,935,868
7,927
6,943,795
19,096,943
$
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Total equity attributable to owners of parent
36XX
Non-controlling interests
3XXX
Total equity
Significant contingent liabilities and unrecognised contract
commitments
Significant events after the balance sheet date
3X2X
Total liabilities and equity
17
-
-
-
8
-
10
1
1
1
38
17
5
1
3
26
64
27
-
3
-
8
2)
(
36
-
36
100

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

20

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items Notes Year ended December 31 Year ended December 31
2020 2019
%
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss (profit) of associates and joint ventures accounted
for using the equity method
7000
Total non-operating income and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

21

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items Notes Year ended December 31 Year ended December 31 Year ended December 31
2020 %
Amount
%
-
37,524)
($ -
-
37,524)
(
-
-
165,756)
(
1)
(
-
1,727
-
-
164,029)
(
1)
(
-
201,553)
($ 1)
(
3
1,149,326
$ 6
3
1,349,985
$ 7
-
894
-
3
1,350,879
$ 7
3
1,148,516
$ 6
-
810
-
3
1,149,326
$ 6
2019
1.06
2.67
$ 1.06
2.67
$
2019
%
Components of other comprehensive income (loss) that will
not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Exchange differences on translation
8399
Income tax related to components of other comprehensive
income(loss)
that will be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be
reclassified to profit or loss
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interests
Profit for the year
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Total comprehensive income
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year
-
-
6
7
-
7
6
-
6
2.67
$ $ 2.67

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

22

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Year ended December 31,2019 Notes Equitya ttributable to owners o fparent
Ordinaryshare
5,060,629
$ -
-
-
-
-
-
-
5,060,629
$ 5,060,629
$ -
-
-
-
-
-
-
-
5,060,629
$
Capital surplus
31,936
$ -
-
-
-
-
4,167
-
36,103
$ 36,103
$ -
-
-
-
-
-
10
-
36,113
$
Retained earnings
Legal reserve
475,607
$ -
-
-
75,863
-
-
-
551,470
$ 551,470
$ -
-
-
131,245
-
-
-
-
682,715
$
6(22)
6(21)
6(21)
4(3)
6(22)
6(21)
6(21)
6(21)
4(3)
Balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of 2018 retained
earnings
Legal reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by
shareholders
Changes in non-controlling interests
Balance at December 31, 2019
Year ended December 31,2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Appropriation and distribution of 2019 retained
earnings
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by
shareholders
Changes in non-controlling interests
Balance at December 31, 2020

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

23

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense
Amortisation expense
Expected credit loss
Interest expense
Interest income
Net gain on financial assets or liabilities at fair value through profit
or loss
Proceeds from disposal of non-current assets classified as held for sale
Share of profit (loss) of associates accounted for using the equity method
Losses on disposal of property, plant and equipment and biological assets
(Reversal of) impairment loss on property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Current contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
2020
2019
542,888
$ 1,729,597
$ 6(28)
1,083,955
1,040,251
6(28)
21,123
19,469
12(2)
23,575)
(
35,814)
(
6(27)
150,224
192,079
6(24)
22,816)
(
44,720)
(
6(26)
9)
(
5)
(
6(26)
-
1,269,341)
(
6(5)
620
699)
(
6(26)
36,969
93,895
6(26)
9,720)
(
55,867)
(
-
13)
(
4,316
27,159
81,874
236,220
60,432
57,048)
(
47,575
88,120
61,778
4,920
108,704
28,700
3,028
414
1,035
1,085)
(
19,965
26,916
6,303)
(
777)
(
21,716)
(
108,139)
(
5,608
33,340)
(
120,101
272,592)
(
3,293)
(
587)
(
50,580)
(
100,144
2,212,183
1,707,857
22,816
44,720
156,864)
(
192,870)
(
204,516)
(
131,274)
(
1,873,619
1,428,433
Year ended December 31
Year ended December 31 Year ended December 31
2019
1,428,433

(Continued)

24

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of non-current assets classified as held for sale
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of biological assets
Proceeds from disposal of biological assets
Increase in other non-current assets - prepayments for business facilities
Decrease (increase) in other non-current assets - guarantee deposits paid
Decrease (increase) in other non-current assets - restricted bank deposits
Income taxes paid
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Payments of lease liabilities
Repayments of long-term borrowings
Proceeds from long-term borrowings
Decrease in other non-current liabilities - guarantee deposits received
Dividends paid
Changes in non-controlling interests
Proceeds from dividends unclaimed by shareholders
Net cash flows used in financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2020
2019
-
$ 2,107,824
$ -
27,942
6(32)
493,109)
(
1,013,269)
(
7,416
47,165
6(9)
47,990)
(
34,788)
(
6(32)
63,331)
(
66,700)
(
17,634
33,790
54,139)
(
49,437)
(
6(11)
2,932
5,162)
(
6(11)
2,000
1,500)
(
-
471,152)
(
628,587)
(
574,713
6(33)
1,388,800)
(
1,067,846)
(
6(33)
310,000
110,000
6(33)
149,891)
(
155,269)
(
6(33)
1,139,045)
(
1,949,909)
(
6(33)
1,505,418
797,462
6(17)
11,774)
(
54,283)
(
6(21)
675,037)
(
404,850)
(
843)
(
5,270)
(
10
4,167
1,549,962)
(
2,725,798)
(
11,397)
(
45,165)
(
316,327)
(
767,817)
(
6(1)
2,221,758
2,989,575
6(1)
1,905,431
$ 2,221,758
$ Year ended December 31
Year ended December 31 Year ended December 31
2019
2,221,758
$

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

25

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000374

To the Board of Directors and Shareholders of Wei Chuan Foods Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Wei Chuan Foods Corporation (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as of and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

26

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Estimation of sales incentives

Description

Refer to Note 4(27) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(22) for details of revenue.

The Company enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Company pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Company launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Company shall combine the two transactions and record the sales incentives as a deduction item to operating revenue.

The Company calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding of the Company’s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.

27

  1. Obtained the reports derived from the Company’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.

  2. Obtained the sales agreements of the Company’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.

  3. Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.

Evaluation of inventories

Description

Refer to Note 4(11) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.

The Company is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.

The Company applies judgments and estimates in determining the net realisable value of inventories on balance sheet date and then writes down the inventory costs to the net realisable value. Given that the inventories are the main operating assets for the Company, the evaluation of inventories involves management judgments and evaluation amounts are material to the financial statements, we consider the evaluation of inventories a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are in agreement.

  2. Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.

  3. Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.

28

  1. Obtained net realizable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

29

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only 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 the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

30

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 parent company only 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.

Wu, Yu-Lung Huang, Shih-Chun For and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2021


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

31

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3)
6(3)
6(3) and 7(2)
7(2)
6(4)
6(2)
6(5)
6(6) and 8
6(7)
6(8) and 8
6(9)
6(28)
6(10) and 8
December31, %
5
-
7
-
1
-
5
-
-
18
-
42
28
1
2
-
9
-
82
100
2020
December31, 2019
Amount
704,926
$ 12,881
865,552
7,522
108,098
659
603,310
10,847
6,101
2,319,896
33,117
5,554,353
3,687,645
130,460
188,651
-
1,195,454
17,730
10,807,410
13,127,306
$
Amount
556,706
$ 17,539
864,751
5,994
143,311
659
544,826
27,226
7,939
2,168,951
33,108
5,055,817
4,891,241
140,663
193,754
104,519
1,261,069
21,151
11,701,322
13,870,273
$
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable due from related parties, net
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair value through profit or loss
1550
Investments accounted for using the equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1830
Non-current biological assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
4
-
7
-
1
-
4
-
-
16
-
37
35
1
1
1
9
-
84
100

(Continued)

32

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(12)
6(13)
7(2)
6(14) and 9(1)
7(2)
6(15)
6(15)
6(28)
7(2)
6(5)(16)
6(18)
6(19)
6(20)
6(21)

9
11
December31, %
5
2
-
4
1
5
-
-
-
17
22
6
1
2
31
48
39
-
5
2
8
2)
(

52
100
2020
December31, 2019
Amount
600,000
$ 249,939
21
473,631
167,313
617,982
9,126
22,495
42,481
2,182,988
2,903,867
795,942
108,008
288,796
4,096,613
6,279,601
5,060,629
36,113
682,715
302,706
1,018,043
252,501)
(

6,847,705
13,127,306
$
Amount
1,220,000
$ -
1,455
480,437
181,820
616,668
7,473
21,964
42,146
2,571,963
2,936,754
966,736
117,085
341,867
4,362,442
6,934,405
5,060,629
36,103
551,470
-
1,590,372
302,706)
(

6,935,868
13,870,273
$
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and unrecognised contract
commitments
Significant events after the balance sheet date
3X2X
Total liabilities and equity
9
-
-
4
1
5
-
-
-
19
21
7
1
2
31
50
37
-
4
-
11
2)
(
50
100

The accompanying notes are an integral part of these non-consolidated financial statements.

33

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items Notes Year ended December 31 Year ended December 31
2020 2019
%
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss (profit) of subsidiaries, associates and joint ventures
accounted for using equity method, net
7000
Total non-operating income and expense
7900
Profit before income tax
7950
Income tax (income) expense
8000
Income from continuing operations
8200
Profit for the year
Components of other comprehensive income (loss) that will
not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8330
Share of other comprehensive income of associates
and joint ventures accounted for using equity method
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Exchange differences on translation
8360
Components of other comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year

The accompanying notes are an integral part of these non-consolidated financial statements.

34

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

YearendedDecember31,2019 Notes Ordinary share
5,060,629
$ -
-
-
-
-
-
5,060,629
$ 5,060,629
$ -
-
-
-
-
-
-
5,060,629
$
Capitalsurplus
31,936
$ -
-
-
-
-
4,167
36,103
$ 36,103
$ -
-
-
-
-
-
10
36,113
$
Retained earnings
Legal reserve
475,607
$ -
-
-
75,863
-
-
551,470
$ 551,470
$ -
-
-
131,245
-
-
-
682,715
$
6(21)
6(20)
6(20)
6(19)
6(21)
6(20)
6(20)
6(20)
6(19)
Balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of 2018 retained earnings
Legal reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Balance at December 31, 2019
YearendedDecember31,2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Appropriation and distribution of 2019 retained earnings
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Balance at December 31, 2020

The accompanying notes are an integral part of these non-consolidated financial statements.

35

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense
(Reversal of) impairment on expected credit loss
Interest expense
Interest income
Net gain on financial assets at fair value through profit or loss
Proceeds from disposal of non-current assets classified as held for sale
Share of loss (profit) of subsidiaries, associates and joint ventures
accounted for using the equity method
Losses on disposal of property, plant and equipment and biological assets
Reversal of impairment on property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Notes receivable due from related parties
Accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
2020
2019
449,785
$ 1,564,257
$ 6(26)
352,217
367,979
12(2)
22,668)
(
10,926
6(25)
58,609
66,168
8,056)
(
11,805)
(
6(24)
9)
(
-
6(24)
-
1,269,341)
(
6(5)
315,955)
(
668,924)
(
6(24)
37,336
72,192
6(24)
9,720)
(
-
4,662
16,559
-
3,378
1,463)
(
131,264
1,528)
(
83
52,693
30,785
65,485)
(
21,365)
(
15,705
33,408
1,838
1,532
-
21
1,434)
(
846)
(
10,363
16,186)
(
14,507)
(
5,790)
(
1,076
33,837)
(
962
2,049)
(
52,638)
(
61,749)
(
491,783
206,660
8,056
11,805
597,514
156,651
59,465)
(
67,100)
(
5,658)
(
4,660)
(
1,032,230
303,356
Year ended December 31
Year ended December 31 Year ended December 31
2019
303,356

(Continued)

36

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of investments accounted for using the equity method
Proceeds from capital reduction of subsidiaries
Proceeds from distribution of capital surplus by subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of biological assets
Proceeds from disposal of biological assets
Increase in prepayments for business facilities
Decrease in guarantee deposits paid
Decrease (increase) in restricted financial assets
Income taxes paid
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of investments accounted for using the equity method
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Payments of lease liabilities
Repayments of long-term borrowings
Proceeds from long-term borrowings
Increase (decrease) in guarantee deposits received
Dividends paid
Proceeds from dividends unclaimed by shareholders
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2020
2019
-
$ 2,107,824
$ 30,000)
(
-
6(5) and 7(2)
22,965
563,373
6(5) and 7(2)
-
109,648
6(30)
140,878)
(
208,938)
(
5,845
3,759
6(30)
63,331)
(
66,700)
(
17,634
33,790
850)
(
-
1,421
-
6(10)
2,000
1,500)
(
-
471,152)
(
185,194)
(
2,070,104
30,039)
(
-
6(31)
620,000)
(
700,000)
(
6(31)
250,000
120,000
6(31)
26,960)
(
29,723)
(
6(31)
1,003,000)
(
1,800,390)
(
6(31)
1,405,000
550,000
6(16)
1,210
9,941)
(
6(20)
675,037)
(
404,850)
(
10
4,167
698,816)
(
2,270,737)
(
148,220
102,723
6(1)
556,706
453,983
6(1)
704,926
$ 556,706
$ Year ended December 31
Year ended December 31 Year ended December 31
2019
102,723
453,983
556,706
$

The accompanying notes are an integral part of these non-consolidated financial statements.

37

Attachment VI

Wei Chuan Foods Corporation Earnings Distribution Table 2020

2020
Unit: NT$
Item Subtotal Total
Net Profit after Tax of 2020 535,195,265
Add: Included in the undistributed earnings of the current year
Remeasurement of defined benefitplans
1,462,612
Subtotal 536,657,877
Less: Legal reserve appropriated (53,665,788)
Add: Special reserve reversed 50,205,376
Add: Undistributed earnings at beginningof theperiod 481,382,693
Distributable earnings 1,014,580,158
Less: Cash dividends distributed(NT$0.53per share) (268,213,344)
Undistributed earnings at the end of theperiod 746,366,814

Chairman: Chen, Hung-Yu General Manager: Chang, Chiao-Hua Accounting Manager: Huang, Chih-Yu

38

Attachment VII

Comparison Table of Amended Provisions of the Rules for Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation

Article No. Amended Provision Current Provision Description
Article 1-1 (Paragraphs 1, 2 and 3 are omitted.)
The election or dismissal of directors,
changes in the Articles of Association,
reduction of capital, application for
suspension
of
public
offering,
permission for directors to compete
with the Company, increase of capital
by transferring earnings, increase of
capital by transferring public reserve
funds, dissolution, merger or division
of the Company, or all items in
Paragraph 1, Article 185 of the
Company Act, Article 26-1 and Article
43-6 of the Securities and Exchange
Act, or items in Article 56-1 and Article
60-2 of the Regulations Governing the
Offering and Issuance of Securities by
Securities Issuers shall be listed as
reasons for convening the meeting,
with their main contents specified, and
shall not be raised as extraordinary
motions.
The reasons for convening the
shareholders' meeting have specified
the general re-election of directors and
the date of assumption of duty, and
upon completion of the re-election at
the shareholders' meeting, the date of
assumption of duty shall not be
changed by means of motions or other
means at the same meeting.
A shareholder holding one percent or
more of the total number of issued
shares shall submit a proposal with
only one matter to the Company at the
general shareholders' meeting, and if
more than one matter are mentioned in
the proposal, such proposal will be
excluded from the agenda. In addition,
if the proposal submitted by a
shareholder
is
in
any
of
the
circumstances
stated
in
any






































(Paragraphs 1, 2 and 3 are omitted.)
The election or dismissal of directors,
changes in the Articles of Association,
dissolution, merger or division of the
Company, or all items in Paragraph 1,
Article 185 of the Company Act,
Article 26-1 and Article 43-6 of the
Securities and Exchange Act, or items
in Article 56-1 and Article 60-2 of the
Regulations Governing the Offering
and Issuance of Securities by Securities
Issuers shall be listed as reasons for
convening the meeting and shall not be
raised as extraordinary motions.












Amendments
shall be made in
accordance with
laws and the
Company's
business needs.

39

Article No. Amended Provision Current Provision Description
subparagraph of Paragraph 4, Article
172-1 of the Company Act, the Board
of Directors will exclude it from the
agenda. Shareholders shall submit
proposals to urge the Company to
increase public interest or fulfill social
responsibilities. Only one matter shall
be mentioned in the proposal according
to relevant provisions of Article 172-1
of the Company Act, and if more than
one matter are mentioned in the
proposal, such proposal will be
excluded from the agenda.
Prior to the book closure date before a
general shareholders' meeting is held,
the Company shall publicly announce
shareholders' proposals accepted by it,
the written or electronic method of
submission of proposals, and the
location and time of submission the
period of submission shall not be less
than ten days.
The
proposal
submitted
by
a
shareholder is limited to 300 words,
and any proposal containing more than
300 words will be excluded from the
agenda; the shareholder submitting a
proposal shall attend the general
shareholders' meeting in person or by
proxy, and participate in discussion of
the proposal.
Prior to the date of notification for
convening of a shareholders' meeting,
the Company shall inform the
shareholders submitting proposals of
the result of handling of proposals, and
list the proposals conforming to the
provisions of this articles in the meeting
notice. For shareholders' proposals
excluded from the agenda, the Board of
Directors shall explain the reason for
such exclusion at the shareholders'
meeting.






































40

Comparison Table of Amended Provisions of the Rules for Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation (Continued)

Article No. Amended Provision Current Provision Description
Article 1-2 For each shareholders'meeting, a
shareholder may appoint a proxy to
attend the meeting by providing the
proxy form issued by the Company
and stating the scope of the proxy's
authorization.
A shareholder may issue only one
proxy form and appoint only one
proxy for any given shareholders'
meeting, and shall deliver the proxy
form to the Company 5 days before the
date of the shareholders'meeting.
When duplicate proxy forms are
delivered, the one received earliest
shall prevail unless a declaration is
made to cancel the previous proxy
appointment.
After a proxy form has been delivered
to the Company, if the shareholder
intends to attend the meeting in person
or to exercise voting rights by
correspondence or electronically, a
written notice of proxy cancellation
shall be submitted to the Company 2
days before the meeting date. If the
cancellation notice is submitted after
that time, votes cast at the meeting by
the proxy shall prevail.
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 2 (Paragraphs 1 to 5 are omitted.)
The number of shares in attendance
shall be calculated according to the
shares indicated by the sign-in cards
handed in plus the number of shares
whose voting rights are exercisedby
correspondence orelectronically.





(Paragraphs 1 to 5 are omitted.)
The number of shares in attendance
shall be calculated according to the
shares indicated by the sign-in cards
handed in plus the number of shares
whose voting rights are exercised
electronically.





Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 5 The venue for a shareholders' meeting
shall be at the premises of the
Company, or a place easily accessible
to shareholders and suitable for a
shareholders' meeting. The meeting
shall begin no earlier than 9 a.m. and no
later than 3 p.m.,and opinions of
independent directors shall be taken









The venue for a shareholders' meeting
shall be at the premises of the
Company, or a place easily accessible
to shareholders and suitable for a
shareholders' meeting. The meeting
shall begin no earlier than 9 a.m. and no
later than 3 p.m.






Amendments
shall be made in
accordance with
laws and the
Company's
business needs.

into full account with respect to the

place and time for convening a

shareholders'meeting.

41

Article No. Amended Provision Current Provision Description
Article 8 If a shareholders' meeting is convened
by the Board of Directors, the agenda
shall be set by the Board of Directors,
relevant
proposals
(including
extraordinary
motions
and
amendments to original proposals)
shall be subject to voting one by one,
andthe meeting shall proceed in the
order set by the agenda, which may not
be changed without a resolution of the
shareholders' meeting.
The provisions of the preceding
paragraph apply mutatis mutandis
to
a
shareholders'
meeting
convened by a party with the power
to convene that is not the Board of
Directors.
The chair may not declare the meeting
adjourned prior to completion of
deliberation on the meeting agenda of
the
preceding
two
paragraphs
(including extraordinary motions),
except by a resolution of the
shareholders' meeting. If the chair
declares the meeting adjourned in
violation of the rules of procedure,the
other members of the Board of
Directors shall promptly assist the
attending shareholders in electing a
new chair according to statutory
procedures,by agreement of a
majority of the votes represented by
the attending shareholders, and then
continue the meeting.
If a shareholders' meeting is convened
by the Board of Directors, the agenda
shall be set by the Board of Directors.
The meeting shall proceed in the order
set by the agenda, which may not be
changed without a resolution of the
shareholders' meeting.
The provisions of the preceding
paragraph apply mutatis mutandis
to
a
shareholders'
meeting
convened by a party with the power
to convene that is not the Board of
Directors.
The chair may not declare the meeting
adjourned prior to completion of
deliberation on the meeting agenda of
the
preceding
two
paragraphs
(including extraordinary motions),
except by a resolution of the
shareholders' meeting.
After adjournment of a meeting,
shareholders shall not elect a new chair
to continue the meeting at the original
venue or a new place. However, if the
chair declares the meeting adjourned in
violation of the rules of procedure, a
new chair shall be elected by
agreement of a majority of the votes
represented
by
the
attending
shareholders to continue the meeting.









Amendments
shall be made in
accordance with
laws and the
Company's
business needs.

42

Comparison Table of Amended Provisions of the Rules for Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation (Continued)

Article No. Amended Provision Current Provision Description
Article 9 The chair shall call the meeting to
order at the appointed meeting
time, and meanwhile, announce the
information about the number of
shares without voting rights and the
number of shares in attendance.
However, when the attending
shareholders do not represent a
majority of the total number of
issued shares, the chair may
announce
a
postponement,
provided that no more than two
such
postponements,
for
a
combined total of no more than one
hour, may be made. If the quorum
is not met after two postponements
and the attending shareholders still
represent less than one third of the
total number of issued shares, the
chair shall declare the meeting
adjourned.
(Omitted)
The chair shall call the meeting to
order at the appointed meeting
time. However, when the attending
shareholders do not represent a
majority of the total number of
issued shares, the chair may
announce
a
postponement,
provided that no more than two
such
postponements,
for
a
combined total of no more than one
hour, may be made. If the quorum
is not met after two postponements
and the attending shareholders still
represent less than one third of the
total number of issued shares, the
chair shall declare the meeting
adjourned.
(Omitted)
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 13 The chair shall allow ample
opportunity during the meeting for
explanation and discussion of
proposals and of amendments or
extraordinary motions put forward
by the shareholders;when the chair
is of the opinion that a proposal has
been discussed sufficiently to put it
to a vote, the chair may announce
the discussion closed, call for a vote
and arrange sufficient voting time.
When the chair is of the opinion
that a proposal has been discussed
sufficiently to put it to a vote, the
chair may announce the discussion
closed and call for a vote.
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 16 When the Company holds a
shareholders'meeting, it shall allow
the shareholders to exercise voting
rights
electronically
or
by
correspondence; when the voting
rights
are
exercised
by
correspondence
or
electronic
means, the method of exercise shall
be specified in the shareholders'
meeting notice.
A shareholder exercising voting
rights
by
correspondence
or
electronic means will be deemed to
have attended the shareholders'
meeting
in
person.
However,
his/her rights with respect to the
extraordinary
motions
and
amendments to original proposals
are deemed to have been waived,
When voting rights are exercised by
electronic means in the voting for a
proposal, the method of exercise
shall
be
specified
in
the
shareholders'meeting notice.
A shareholder exercising voting
rights by electronic means will be
deemed to have attended the
shareholders' meeting in person.
However,
his/her
rights
with
respect to the extraordinary motions
and
amendments
to
original
proposals are deemed to have been
waived,
and
therefore,
the
Company shall avoid proposing
extraordinary
motions
and
amendments to original proposals.
A shareholder intending to exercise
voting rights by electronic means
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.

43

Article No. Amended Provision Current Provision Description
and therefore, the Company shall
avoid
proposing
extraordinary
motions
and
amendments
to
original proposals.
A shareholder intending to exercise
voting rights by correspondence or
electronic
means
under
the
preceding paragraph shall deliver a
written declaration of intent to the
Company 2 days before the date of
the shareholders' meeting. When
duplicate declarations of intent are
delivered, the one received earliest
shall prevail, except when a
declaration is made to cancel the
earlier declaration of intent.
After a shareholder has exercised
voting rights by correspondence or
electronic means, in the event that
the shareholder intends to attend
the shareholders' meeting in person,
a written declaration of intent to
retract the voting rights already
exercised under the preceding
paragraph shall be made known to
the Company, by the same means
by which the voting rights were
exercised, 2 days before the date of
the shareholders' meeting. If the
notice of retraction is submitted
after that time, the voting rights
already
exercised
by
correspondence
or
electronic
means shall prevail. When a
shareholder has exercised voting
rights both by correspondence or
electronic means and by appointing
a proxy to attend a shareholders'
meeting, the voting rights exercised
by the proxy in the meeting shall
prevail.
At the time of a vote, the chair or a
person designated by the chair shall
first announce the total number of
voting rights represented by the
attending shareholders case by
case, followed by a poll of the
shareholders case by case. After the
conclusion of the meeting, on the
same day it is held, the results for
each proposal, based on the number
of votes for and against and the
number of abstentions, shall be
entered
into
the
Market
Observation Post System.
under the preceding paragraph shall
deliver a written declaration of
intent to the Company 2 days before
the date of the shareholders'
meeting.
When
duplicate
declarations of intent are delivered,
the one received earliest shall
prevail, except when a declaration
is made to cancel the earlier
declaration of intent.
After a shareholder has exercised
voting rights by electronic means,
in the event that the shareholder
intends to attend the shareholders'
meeting in person, a written
declaration of intent to retract the
voting rights already exercised
under the preceding paragraph shall
be made known to the Company, by
the same means by which the voting
rights were exercised, 2 days before
the date of the shareholders'
meeting. If the notice of retraction
is submitted after that time, the
voting rights already exercised by
electronic means shall prevail.
When a shareholder has exercised
voting rights both by electronic
means and by appointing a proxy to
attend a shareholders' meeting, the
voting rights exercised by the proxy
in the meeting shall prevail.
If no shareholder has any objection
after inquiry by the chair at the time
of a vote, and the shareholders
voting by electronic means have not
voted against or have no intent of
absention for a proposal, such
proposal will be deemed to have
been adopted with the same effect
as if it has been voted for.

44

Comparison Table of Amended Provisions of the Rules for Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation (Continued)

Article No. Amended Provision Current Provision Description
Article 19 The election of directors at a
shareholders’ meeting shall be held in
accordance
with
the
applicable
election
and
appointment
rules
adopted by the Company, and the
voting results shall be announced on-
site immediately, including the names
of those elected as directors and the
number of weight of votes with which
they were elected as well as the names
of those failing to be elected as
directors and the number of weight of
votes with which they were elected.
(Omitted)
The election of directors at a
shareholders’ meeting shall be held in
accordance
with
the
applicable
election
and
appointment
rules
adopted by the Company, and the
voting results shall be announced on-
site immediately, including the names
of those elected as directors and the
number of weight of votes with which
they were elected.
(Omitted)
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 20 (Paragraphs 1 and 2 are omitted.)
The
meeting
minutes
shall
accurately record the year, month,
day and place of the meeting, name
of the chair, method of resolution,
summary of the deliberations and
voting result (including the number
of statistical weight), and reveal the
number of weight of votes with
which each candidate was elected
in the event of election of directors.
The meeting minutes shallbe kept
for the duration of existence of the
Company.
(Paragraphs 1 and 2 are omitted.)
The
meeting
minutes
shall
accurately record the year, month,
day and place of the meeting, name
of the chair, method of resolution,
summary
and
result
of
the
deliberations, and be kept for the
duration of existence of the
Company.
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 25 If a force majeure event occurs, the
chair
may
rule
the
meeting
temporarily
suspended
and
announce a time when, in view of
the circumstances, the meeting will
be resumed.
If the meeting venue is no longer
available for continued use and not all
of the items (including extraordinary
motions) on the meeting agenda have
been addressed, the shareholders'
meeting may adopt a resolution to
resume the meeting at another venue.
A resolution may be adopted at a
shareholders'meeting to defer or
resume the meeting within 5 days in
accordance with Article 182 of the
Company Act.
If a force majeure event occurs, the
chair
may
rule
the
meeting
temporarily
suspended
and
announce a time when, in view of
the circumstances, the meeting will
be resumed.
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.

45

Attachment VIII

Comparison Table of Amended Provisions of the Measures for Election of Directors of Wei Chuan Foods Corporation

Article No. Amended Provision Current Provision Description
Article 5 Directors of the Company shall be
elected
by
the
board
of
shareholders from the competent
candidates, the voting rights of
independent and non-independent
directors
shall
be
calculated
separately according to the number
of positions stipulated in the
Articles of Association, the persons
having more voting rights shall be
elected as directors sequentially
and respectively, and when two or
more persons receive the same
number of weight of votes, thus
exceeding the specified number of
positions, they shall draw lots to
determine the winner. The chair
shall draw lots on behalf of any
absent persons.
Directors of the Company shall be
elected
by
the
board
of
shareholders from the competent
candidates, the voting rights of
independent and non-independent
directors
shall
be
calculated
separately according to the number
of positions stipulated in the
Articles of Association, the persons
having more voting rights shall be
elected as directors sequentially
and respectively, and when two or
more persons receive the same
number of weight of votes, thus
exceeding the specified number of
positions, they shall draw lots to
determine the winner. The chair
shall draw lots on behalf of any
absent persons.
Any person who is simultaneously
elected as both director and
independent director according to
the preceding paragraph shall
determine whether to assume the
position of director or independent
director, and the vacancy shall be
filled by the candidate who receives
the second highest voting rights
originally.
Amendments
shall be made in
accordance with
laws and the
Company's
business needs.
Article 7 (Deleted) For shareholder candidates, voters
shall fill in the candidates'name
and shareholder account number in
the"candidate column"in the ballot
paper;
for
non-shareholder
candidates, the candidates'name
and identification number shall be
In
accordance
with JGZJ Zi
No.
1080311451
order issued by
the
Financial
Supervisory
Commission on
Apr. 25,2019,

46

Article No. Amended Provision Current Provision Description
filled in. However, when the
candidate
is
a
governmental
organization
or
juristic-person
shareholder, the name of the
governmental
organization
or
juristic-person shareholder shall be
filled in the column for the
candidate's account name in the
ballot paper, or both the name of the
governmental
organization
or
juristic-person shareholder and the
name of its representative shall be
filled in. When there are multiple
representatives, the name of each
respective representative shall be
filled in.
all TWSE and
TPEx
listed
companies shall
adopt
a
candidate
nomination
system for the
election
of
directors
and
supervisors
since 2021, and
shareholders
shall elect the
directors
and
supervisors
from among the
nominees listed
in the roster of
director
candidates.
Prior
to
the
shareholders'
meeting,
shareholders
may learn the
name, education
background and
other
relevant
information
about
the
candidates
via
the roster, and
verify
the
candidates'
identity through
the shareholder
account number
or
identity
certificate
number.
This
article
is
no
longer relevant
and
thus
is
deleted.

47

Comparison Table of Amended Provisions of the Measures for Election of Directors of Wei Chuan Foods Corporation (Continued)

Article No. Amended Provision Current Provision Description
Article 8 Ballots are invalid under any of the
following circumstances:
I. The ballot is not prepared by the
party with the power to convene
the meeting.
II.Blank ballots are cast into the ballot
box.
III. The writing is unclear and
indecipherable or has been
altered.
IV.The name of the candidate filled
in isfound not to match those
listed in the roster of candidates
for directors.
V. Other unwanted words are found
in the ballots, apart from the
number
of
voting
rights
allocated.
Ballots are invalid under any of the
following circumstances:
I. The ballot is not prepared by the
Board of Directors.
II.For shareholder candidates, their
account name and shareholder
account number is inconsistent
with that on the shareholder
register; for non-shareholder
candidates, their name and
identity certificate number is
found to be inconsistent.
III. Blank ballots are cast into the
ballot box.
IV. The writing is unclear and
indecipherable or has been
altered.
V.The name of the candidate filled
in is identical to that of another
shareholder, but no shareholder
account number or identity
certificate number is provided
to identify such candidate, or
the shareholder account number
or identity certificate number is
found to be inconsistent.
VI. Other unwanted words are
found in the ballots, apart from
Thecandidate's account name
(name) or shareholder account
number
(identity
certificate
number) and number of voting
rights allocated.
According
to
the provisions of
Article 173 of
the
Company
Act,
shareholders
may,
upon
approval from
the
competent
authority,
convene
a
meeting under
special
circumstances
(for
instance,
when a notice
that the Board of
Directors
will
not convene a
meeting
has
been received).
Paragraph 1 of
this article has
been amended
accordingly. In
addition,
in
accordance with
JGZJ Zi. No.
1080311451
order issued by
the
Financial
Supervisory
Commission on
Apr. 25, 2019,
all TWSE and
TPEx
listed
companies shall
adopt
a
candidate
nomination
system for the
election
of
directors
and
supervisors
since 2021, and
shareholders
shall elect the
directors
and
supervisors
from among the
nominees listed
in the roster of
director
candidates.
Accordingly,
Paragraphs
4
and 5 of this
article
are
adjusted
and
Paragraph 6 is
deleted.

48