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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
-
2020 Business Report (see Attachment I)
-
2020 Audit Committee's Review Report (see Attachment II)
-
Report on Communication among the Audit Committee, Independent Directors and the Internal Audit Supervisor (see Attachment III)
-
2020 Report on Endorsement and Guarantee (see Attachment IV)
-
2020 Report on Employees’ and Directors’ Remuneration
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-
(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)
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Resolution :
Shares represented at the time of voting : 329,034,757
Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented share present |
Votes in favor:316,513,986 votes |
96.19% |
Votes against:138,328 votes |
0.04% |
Votes abstained / No votes:12,382,443 votes |
3.77% |
Votes invalid:0 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 favor:316,585,990 votes |
96.21% |
Votes against:176,330 votes |
0.05% |
Votes abstained / No votes:12,272,437 votes |
3.74% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
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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 favor:316,620,537 votes |
96.22% |
Votes against:141,894 votes |
0.04% |
Votes abstained / No votes:12,272,326 votes |
3.74% |
Votes invalid:0 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 favor:316,608,409 votes |
96.22% |
Votes against:143,872 votes |
0.04% |
Votes abstained / No votes:12,282,476 votes |
3.74% |
Votes invalid:0 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.)
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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.
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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
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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
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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. |
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| 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.
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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 |
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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
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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.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
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.
-
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.
-
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.
-
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:
- Obtained the policies for inventory valuation and determined whether the policies
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applied in provision of allowance for inventory valuation losses in the different periods are in agreement.
-
Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
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.
-
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
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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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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-
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.
-
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.
-
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.
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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.
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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)
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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:
- 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
-
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.
-
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.
-
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:
-
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.
-
Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
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
- 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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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