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WEI CHUAN AGM Information 2022

Jul 18, 2022

51742_rns_2022-07-18_750a608b-65e0-4b81-ae10-43e97f214de5.pdf

AGM Information

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WEI CHUAN FOODS Corp.

2022 Annual Shareholders Meeting

Meeting Agenda

Meeting Method:Physical Meeting Meeting Time:Jun. 29 2022 (Wednesday) 9:00 a.m. Meeting venue:Lecture Hall, Floor 1, Importers and Exporters Association of Taipei

(No. 350 Songjiang Road, Taipei)

June 29, 2022

1

Table of Contents

Meeting Agenda ............................................................................................... 3 Report items I. 2021 Business Report ...................................................................................... 5 II. 2021 Audit Committee's Review Report ......................................................... 7 III. 2021 Report on Endorsement and Guarantee .................................................. 8 IV. 2021 Report on Employees’ and Directors’ Remuneration ............................. 9 V. 2021 Report on the Distribution of Earnings as Cash Dividends.................. 10 Proposals I. Adoption of the Company's 2021 Business Report and Financial Statements and subsidiaries' consolidated financial statements. ................... 12 II. Adoption of the proposal for distribution of 2021 earnings of the Company.38 Discussions

I. The amendment to some provisions of the "Articles of Incorporation" is submitted for decision. ................................................................................... 41 II. The amendment to some provisions of the "Rules for Procedure for Shareholders' Meetings" is submitted for decision. ....................................... 43 III. The amendment to some provisions of the “Procedures for Acquisition and Disposal of Assets" is submitted for decision. .............................................. 58

Election Items

To re-elect the Directors of the Company's Board of Directors........................... 72

Other Items

Proposal to lift the restrictions on non-competition for newly appointed directors and their representatives. ...................................................................................... 78 Appendices I. Articles of Association ................................................................................... 81 II. Rules of Procedure for Shareholders' Meetings ............................................ 91 III. Measures for Election of Directors .............................................................. 101 IV. Procedures for Acquisition and Disposal of Assets ..................................... 103 V. Impact of the Free Allotment of Shares on the Company's Business Performance, Earnings per Share and Return on Investment of Shareholders ................................................................................................. 125 VI. Shareholding Status of All Directors ........................................................... 125

2

Meeting Agenda

Meeting Method: Physical Meeting

Meeting Time: Jun. 29 2022 (Wednesday) 9:00 a.m.

Meeting venue: Lecture Hall, Floor 1, Importers and Exporters Association of Taipei (No. 350 Songjiang Road, Taipei)

  • Chapter 1. Calling the meeting to order

  • Chapter 2. Chairman's speech

  • Chapter 3. Report items

  • I. 2021 Business Report

  • II. 2021 Audit Committee's Review Report

  • III. 2021 Report on Endorsement and Guarantee

  • IV. 2021 Report on Employees’ and Directors’ Remuneration

  • V. 2021 Report on the Distribution of Earnings as Cash Dividends

  • Chapter 4. Proposals

  • I. Adoption of the Company's 2021 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

  • II. Adoption of the proposal for distribution of 2021 earnings of the Company.

Chapter 5. Discussions

  • I. The amendment to some provisions of the "Articles of Incorporation" is submitted for decision.

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

  • III. The amendment to some provisions of the “Procedures for Acquisition and Disposal of Assets” is submitted for decision.

  • Chapter 6. Election Items

    • To re-elect the Directors of the Company's Board of Directors.

Chapter 7. Other Items

  • Proposal to lift the restrictions on non-competition for newly appointed directors and their representatives.

Chapter 8. Motions

Chapter 9. Adjournment

3

Report items

4

Report item I. 2021 Business Report

2021 Business Report of Wei Chuan Foods Corporation

Looking back at the overall environment in 2021, the global economy has gradually recovered and grown by 6.1% in 2021 after the impact of the COVID-19 epidemic in 2020. The domestic economy grew at a rate of 6.45% for the whole year, stimulated by the effective control of the epidemic, the significant increase in exports and investment, and the usage of stimulus vouchers. Looking forward to the global economy in 2022 due to the continuous spread of the new coronavirus variant and the slowing down of economic recovery in the face of inflationary pressures, the IMF estimates that the global economy will grow by 3.6%. On the path of "stable recovery", a growth of 4.42% is expected.

In the context of the food industry in Taiwan, the output value of Taiwan’s food industry in 2021 was about NT$ 681.9 billion, with a growth of 6.19%. The overall revenue of the listed/ OTC/ public food companies was NT$ 848 billion, with a growth of 9.6%. Facing global inflationary pressure and large fluctuations in international raw material prices, as well as the post-epidemic era of consumer demand, changes in consumption patterns and the continuous consolidation of domestic channel operators, rapid rise of demand for home delivery and delivery services in the digital economy must continue to break through and innovate, develop in the direction of higher end, higher quality and higher added value, and continue to optimize and improve the operation mode and management system process, in order to cope with the severe market competition and lay a solid medium and long-term development of the business. Base.

In 2021, Wei Chuan achieved consolidated revenue of NT$19,817,862 thousand, increased by 6.3% on a year-on-year basis; the consolidated operating profits were NT$643,882 thousand, increased by NT$48,829 compared with that in 2020; net profits attributable to the parent company were NT$507,002 thousand; the earning per share in 2020 was NT$1.00, declined by NT$0.06 on a year-on-year basis. With respect to the financial performance of the parent company, the operating revenue was NT$8,157,093 thousand, increased by 4.5% compared with that in 2020; operating profits were NT$194,310 thousand, with earnings of NT$71,346 after the turn from loss in 2019. The Company achieved significant results in the operation of food.

Taiwan Business:

Driven by the strategic axes of "Creating Brand Equity Value", "Deepening the Core Competitive Advantage of Category", "Intensive Development of Channels",

5

"Promotion of Supply Chain Efficiency" and "Refinement of Management System Process", the company continues to show revenue and profit growth positive performance; in the face of more severe market competition and challenges, in addition to continuous strengthening on the essential, strategic and system sides. From the perspective of grasping consumer demand and creating value for customer services, we will optimize and improve the operating model, provide higher-end, higher-quality and more competitive products and services, so that the company's operating physique will move towards a healthier virtuous circle direction development.

Mainland China Business:

On the basis of the established policies and strategies, continue to accelerate the development and deployment of the mainland business. In terms of brand/category management, focus on the continuous deepening of brand basic projects, establish brand loyalty and consumer preferences, and create higher added value. In terms of regional operations, we will focus on intensive cultivation in the East China market and continue the rapid development of other regions. At the same time, in response to the advent of the digital economy era, we will develop new retail e-commerce to meet the changes in new consumer demand. Through the innovative and differentiated development of brands/categories, deepening regional/channel/ customer operations, optimizing supply chain and operation management systems, and creating contribution/profit growth of mainland businesses.

Looking forward to the future, with the long-term support of our shareholders, consumers and the general public, we are moving towards the 69th 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

6

Report item II. 2021 Audit Committee's Review Report

WEI CHUAN FOODS Corp. Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and Earnings Distribution Proposal. The CPA firm of PricewaterhouseCoopers (PwC) Taiwan was retained to audit the Financial Statements of Wei Chuan Foods Corporation and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Wei Chuan Foods Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Regards,

WEI CHUAN FOODS Corp. 2022 Annual Shareholders’ Meeting

Chairman of the Audit Committee:Li, Zhi-Ping

March 23, 2022

7

Report item III. 2021 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, 2021 is NT$1,482,690,000, far below the net value of the Company, NT$7,043,981,000, 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$830,400,000, 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, 2021

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

Company Name Limit for
Endorsement/Guarantee
Actual Amount Drawn
Concourse TradingCo.,Ltd. US$30,000 US$3,540
Subtotal
Equivalent of NT$
US$30,000
830,400
US$3,540
97,988
Hangzhou Wei-chuan
BiotechnologyFoods Co.,Ltd.
RMB 50,000 RMB 42,200
Subtotal
Equivalent of NT$
RMB 50,000
217,290
RMB 42,200
183,393
Shengshun Farm Co.,Ltd. NT$435,000 NT$424,000
Total 1,482,690 705,381

8

Report item IV. 2021 Report on Employees’ and Directors’ Remuneration

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

  • II. The amount of remuneration for employees of the Company in 2021 is NT$5,557,662, that for directors is NT$5,557,662, and the remuneration is distributed in cash.

9

Report item V. 2021 Report on the Distribution of Earnings as Cash Dividends

  • I. 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.

  • II. The value of cash dividends payable of the Company in 2021 is NT$0.501 per share and the total amount is NT$253,537,520.

  • III. 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.

  • IV. This proposal has been approved by the Board of Directors and the Chairman of the Board of Directors is authorized to set another base date for the distribution of cash dividends.

10

Proposals

11

Proposal I.

Proposed by the Board of Directors

  • Proposal: Adoption of the Company's 2021 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

  • Explanation: Final accounting of the Company in 2021 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 Pages 5 to 6 of this handbook for the Business Report, Pages 13 to 37 of this handbook for the Independent Auditors' Report and Financial Statements.)

Resolution:

12

INDEPENDENT AUDITORS’ REPORT

PWCR21000428

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, 2021 and 2020, 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, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 audits of the consolidated financial statements 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. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context

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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 2021 consolidated financial statements are stated as follows:

Estimation of sales incentives

Description

Refer to Note 4(30) 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 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.

How our audit addressed the matter

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

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

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

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

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

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14

Evaluation of inventories

Description

Refer to Note 4(13) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.

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

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

How our audit addressed the matter

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

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

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

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

  4. 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 statements

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, 2021 and 2020.

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15

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 alternative but to do so.

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

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16

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.

  1. 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.

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

  3. 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.

  4. 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.

  5. 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

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matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Wu, Yu-Lung[Huang, Shih-Chun ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 23, 2022

------------------------------------------------------------------------------------------------------------------------------------------------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.

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18

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3)
6(3)
6(3) and 7(2)
7(2)
6(4)
7(2)
6(2)
6(1) and 8
6(5)
6(6) and 8
6(7)
6(8) and 8
6(9)
6(10)
6(28)
6(11)
December 31, 2021
AMOUNT
%
$
1,292,071
7
42,996
-
2,365,742
13
220,261
1
111,648
1
3,096
-
1,383,609
8
490,772
3
16,376
-
5,926,571
33
33,452
-
8,000
-
18,060
-
9,170,598
51
775,441
4
222,453
1
164,456
1
135,760
1
1,181,961
7
322,342
2
12,032,523
67
$
17,959,094
100
December 31, 2020 December 31, 2020
AMOUNT
$
1,292,071
42,996
2,365,742
220,261
111,648
3,096
1,383,609
490,772
16,376
5,926,571
33,452
8,000
18,060
9,170,598
775,441
222,453
164,456
135,760
1,181,961
322,342
12,032,523
$
17,959,094
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
8,000
17,686
9,426,888
629,264
131,801
174,911
121,744
1,348,994
263,425
12,156,165
$
18,031,521
%
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
1535
Non-current financial assets at
amortised cost
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
Biological assets-non-current
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
11
-
13
1
-
-
7
1
-
33
-
-
-
52
4
1
1
1
7
1
67
100

(Continued)

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19

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2021
December 31, 2020
Notes
AMOUNT
%
AMOUNT
%
6(13)
$
1,446,826
8
$
1,770,429
10
6(14)
170,000
1
349,939
2
6(22)
86,480
1
90,909
1
61
-
299
-
1,625,083
9
1,485,952
8
7(2)
57,920
-
65,716
-
6(15)
2,183,531
12
2,076,044
12
69,486
-
54,051
-
107,670
1
78,278
-
6(16)
175,461
1
119,222
1
12,388
-
14,604
-
5,934,906
33
6,105,443
34
6(16)
3,507,046
19
3,549,532
20
6(28)
710,978
4
831,224
4
283,742
2
161,093
1
6(17)
470,369
3
528,441
3
4,972,135
28
5,070,290
28
10,907,041
61
11,175,733
62
6(19)
5,060,629
28
5,060,629
28
6(20)
36,115
-
36,113
-
6(21)
736,381
4
682,715
4
252,501
2
302,706
2
1,243,902
7
1,018,043
6
(
285,547) (
2) (
252,501) (
2 )
7,043,981
39
6,847,705
38
8,072
-
8,083
-
7,052,053
39
6,855,788
38
9
11
$
17,959,094
100
$
18,031,521
100
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
2320
Long-term liabilities, current portion
2399
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 attributable to owners of
parent
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 interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

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20

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Year ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(22) and 7(2)
$
19,817,862
100
$
18,650,871
100
6(4)(26) and 7(2)(
14,035,011) (
71) (
13,206,608) (
71)
5,782,851
29
5,444,263
29
6(26)
(
4,020,500) (
20) (
3,826,312) (
21)
(
889,936) (
5) (
789,926) (
4)
(
225,589) (
1) (
229,180) (
1)
12(2)
(
2,944)
- (
3,792)
-
(
5,138,969) (
26) (
4,849,210) (
26)
643,882
3
595,053
3
25,653
-
22,816
-
6(23) and 7(2)
203,113
1
274,506
2
6(24)
(
102,257)
- (
226,010) (
1)
6(25)
(
115,937) (
1) (
150,224) (
1)
12(2)
63,468
-
27,367
-
6(5)
374
- (
620)
-
74,414
- (
52,165)
-
718,296
3
542,888
3
6(28)
(
210,470) (
1) (
6,746)
-
$
507,826
2
$
536,142
3
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
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7055
Expected credit profit
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)

~11~

21

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Year ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
6(18)
($
9,417)
-
$
1,469
(
9,417)
-
1,469
(
33,314)
-
51,133
6(28)
255
- (
881)
(
33,059)
-
50,252
($
42,476)
-
$
51,721
$
465,350
2
$
587,863
$
507,002
2
$
535,196
824
-
946
$
507,826
2
$
536,142
$
464,487
2
$
586,864
863
-
999
$
465,350
2
$
587,863
6(29)
$
1.00
$
6(29)
$
1.00
$
Year ended December 31 Year ended December 31 Year ended December 31
2021 2020
%
AMOUNT

-
$
1,469

-
1,469

-
51,133
- (
881)

-
50,252

-
$
51,721
2
$
587,863
2
$
535,196
-
946
2
$
536,142
2
$
586,864
-
999
2
$
587,863
1.00
$
1.00
$
2020
%
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 (loss) 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 relating to
components of other
comprehensive income(loss) that
will be reclassified to profit or
loss
8360
Components of other
comprehensive (loss) income
that will be reclassified to
profit or loss
8300
Other comprehensive (loss)
income
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Profit for the year
Comprehensive income attributable
to:
8710
Owners of the parent
8720
Non-controlling interest
Total comprehensive income
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year
-
-
-

-
-
-
3
3
-
3
3
-
3
1.06
$ $ 1.06

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

~12~

22

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

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
Year ended December 31, 2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of 2020 retained earnings
Legal reserve appropriated
Special reserve reversed
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Changes in non-controlling interests
Balance at December 31, 2021
Notes Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Non-controlling
interest
Total equity
Ordinary share Capital surplus Retained Earnings Other equity Total
Legal reserve Special reserve Unappropriated
retained
earnings
Exchange
differences on
translation of
foreign
financial
statements
6(21)
6(21)
6(21)
4(3)
6(21)
6(21)
6(21)
4(3)



$ 5,060,629
-
-
-
-
-
-
-
-
$ 5,060,629
$ 5,060,629
-
-
-
-
-
-
-
-
$ 5,060,629
$
36,103
-
-
-
-
-
-
10
-
$
36,113
$
36,113
-
-
-
-
-
-
2
-
$
36,115



$ 551,470
-
-
-
131,245
-
-
-
-
$ 682,715
$ 682,715
-
-
-
53,666
-
-
-
-
$ 736,381
$
-
-
-
-
-
302,706
-
-
-
$ 302,706
$ 302,706
-
-
-
-
(
50,205 )
-
-
-
$ 252,501
$ 1,590,372
535,196
1,463
536,659
(
131,245 )
(
302,706 )
(
675,037 )
-
-
$ 1,018,043
$ 1,018,043
507,002
(
9,469 )
497,533
(
53,666 )
50,205
(
268,213 )
-
-
$ 1,243,902
($ 302,706 )
-
50,205
50,205
-
-
-
-
-
($ 252,501 )
($ 252,501 )
-
(
33,046 )
(
33,046 )
-
-
-
-
-
($ 285,547 )
$ 6,935,868
535,196
51,668
586,864
-
-
(
675,037 )
10
-
$ 6,847,705
$ 6,847,705
507,002
(
42,515 )

464,487
-
-
(
268,213 )
2
-
$ 7,043,981
$
7,927
946
53
999
-
-
-
-
(
843 )
$
8,083
$
8,083
824
39
863
-
-
-
-
(
874 )
$
8,072
$ 6,943,795
536,142
51,721
587,863
-
-
(
675,037 )
10
(
843 )
$ 6,855,788
$ 6,855,788
507,826
(
42,476 )
465,350
-
-
(
268,213 )
2
(
874 )
$ 7,052,053

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

~13~

23

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before 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

Share of (loss) profit of associates accounted for
using the equity method

Losses on disposal of property, plant and
equipment and biological assets

Impairment gain on reversal of non-financial
assets

Changes in operating assets and liabilities
Changes in operating assets
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 inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Year ended December 31
Notes
2021
2020
$
718,296 $
542,888
6(26)
1,076,551
1,083,955
6(26)
25,682
21,123
12(2)
(
60,524 ) (
23,575 )
6(25)
115,937
150,224
(
25,653 ) (
22,816 )
6(24)
- (
9 )
6(5)
(
374 )
620
6(24)
22,675
36,969
6(24)
(
32,271 ) (
9,720 )
(
21,000 )
4,316
(
90,996 )
81,874
(
6,315 )
60,432
34,867
47,575
(
178,613 )
61,778
(
332,209 )
108,704
(
10,178 )
3,028
(
10,204 )
1,035
(
4,429 )
19,965
(
238 ) (
6,303 )
139,131 (
21,716 )
(
7,796 )
5,608
110,841
120,101
(
2,216 ) (
3,293 )
(
77,386 ) (
50,580 )
1,383,578
2,212,183
25,653
22,816
(
115,798 ) (
156,864 )
(
153,043 ) (
204,516 )
1,140,390
1,873,619

(Continued)

~14~

24

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
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
Land value increment tax refunded
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Decrease (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 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
Year ended December 31
Notes
2021
2020
6(30)
($
595,986 ) ($
493,109 )
12,501
7,416
6(9)
(
17,243 ) (
47,990 )
6(30)
(
57,163 ) (
63,331 )
9,475
17,634
(
191,807 ) (
54,139 )
6(11)
(
6,446 )
2,932
-
2,000
7,172
-
(
839,497 ) (
628,587 )
6(31)
(
323,603 ) (
1,388,800 )
6(31)
(
180,000 )
310,000
6(31)
(
152,631 ) (
149,891 )
6(31)
(
628,357 ) (
1,139,045 )
6(31)
643,611
1,505,418
6(17)
9,951 (
11,774 )
6(21)
(
268,213 ) (
675,037 )
(
874 ) (
843 )

2
10
(
900,114 ) (
1,549,962 )
(
14,139 ) (
11,397 )
(
613,360 ) (
316,327 )
6(1)
1,905,431
2,221,758
6(1)
$
1,292,071 $
1,905,431

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

~15~

25

INDEPENDENT AUDITORS’ REPORT

PWCR 21000391

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, 2021 and 2020, 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, 2021 and 2020, 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 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. 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.

~2~

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 2021 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 2021 parent company only financial statements are stated as follows:

Estimation of sales incentives

Description

Refer to Note 4(28) 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(21) for details of revenue.

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

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

How our audit addressed the matter

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

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

~3~

27

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

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

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

Evaluation of inventories

Description

Refer to Note 4(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 Company is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.

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

How our audit addressed the matter

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

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

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

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

~4~

28

  1. Obtained net realisable 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 realisable 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.

~5~

29

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

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

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

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

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

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

~6~

30

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 23, 2022


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.

~7~

31

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(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(1) and 8
6(5)
6(6) and 8
6(7)
6(8) and 8
6(27)
6(10)
December 31, 2021
AMOUNT
%
$
354,386
3
34,294
-
971,623
8
9,168
-
110,218
1
2,912
-
673,975
5
20,300
-
16,064
-
2,192,940
17
33,117
-
8,000
-
5,323,366
42
3,594,341
29
195,746
2
193,573
2
1,029,613
8
10,353
-
10,388,109
83
$
12,581,049
100
December 31, 2020 December 31, 2020
AMOUNT
$
354,386
34,294
971,623
9,168
110,218
2,912
673,975
20,300
16,064
2,192,940
33,117
8,000
5,323,366
3,594,341
195,746
193,573
1,029,613
10,353
10,388,109
$
12,581,049
AMOUNT
$
704,926
12,881
865,552
7,522
108,098
659
603,310
10,847
6,101
2,319,896
33,117
8,000
5,554,353
3,687,645
130,460
188,651
1,195,454
9,730
10,807,410
$
13,127,306
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Current Assets
Non-current assets
1510
Non-current financial assets at fair
value through profit or loss
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1840
Deferred tax assets
1900
Other non-current assets
15XX
Non-current assets
1XXX
Total assets
5
-
7
-
1
-
5
-
-
18
-
-
42
28
1
2
9
-
82
100

(Continued)

~8~

32

WEI CHUAN FOODS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2021
December 31, 2020
Notes
AMOUNT
%
AMOUNT
%
6(12)
$
150,000
1
$
600,000
5
6(13)
-
-
249,939
2
22
-
21
-
514,834
4
473,631
4
7(2)
196,758
2
167,313
1
6(14)
623,988
5
617,982
5
-
-
9,126
-
7(2)
31,404
-
22,495
-
6(15)
33,000
-
33,000
-
10,418
-
9,481
-
1,560,424
12
2,182,988
17
6(15)
2,889,446
23
2,903,867
22
6(27)
674,461
6
795,942
6
7(2)
158,943
1
108,008
1
6(5)(16)
253,794
2
288,796
2
3,976,644
32
4,096,613
31
5,537,068
44
6,279,601
48
6(18)
5,060,629
40
5,060,629
39
6(19)
36,115
-
36,113
-
6(20)
736,381
6
682,715
5
252,501
2
302,706
2
1,243,902
10
1,018,043
8
(
285,547) (
2) (
252,501) (
2 )
7,043,981
56
6,847,705
52
9
11
$
12,581,049
100
$
13,127,306
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
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 commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~9~

33

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Year ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7(2)
$
8,157,093
100
$
7,802,514
100
6(4)(25) and 7(2)
(
6,226,716) (
76) (
6,048,630) (
77)
1,930,377
24
1,753,884
23
6(25) and 7(2)
(
1,369,685) (
17) (
1,309,847) (
17)
(
265,528) (
3) (
219,889) (
3)
(
100,802) (
1) (
100,668) (
1)
12(2)
(
52)
- (
516)
-
(
1,736,067) (
21) (
1,630,920) (
21)
194,310
3
122,964
2
8,225
-
8,056
-
6(22) and 7(2)
86,085
1
79,434
1
6(23)
(
3,263)
- (
41,199)
-
6(24) and 7(2)
(
47,890) (
1) (
58,609) (
1)
12(2)
-
-
23,184
-
6(5)
307,295
4
315,955
4
350,452
4
326,821
4
544,762
7
449,785
6
6(27)
(
37,760) (
1)
85,411
1
507,002
6
535,196
7
$
507,002
6
$
535,196
7
6(17)
($
13,424)
-
$
1,200
-
6(5)
3,955
-
263
-
(
9,469)
-
1,463
-
(
33,046)
-
50,205
1
(
33,046)
-
50,205
1
($
42,515)
-
$
51,668
1
$
464,487
6
$
586,864
8
6(28)
$
1.00
$
1.06
6(28)
$
1.00
$
1.06
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
(space)General and administrative
expenses
6300
(space)Research and development
expenses
6450
(space)Expected credit losses
6000
(space)(space)Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
(space)Interest income
7010
(space)Other income
7020
(space)Other gains and losses
7050
(space)Finance costs
7055
(space)Expected credit losses
7070
(space)Share of profit of subsidiaries,
associates and joint ventures accounted
for using equity method, net
7000
(space)(space)Total non-operating
income and expense
7900
Profit before income tax
7950
(space)Income tax (expense) benefit
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
(space)Gains (losses) on
remeasurements of defined benefit
plans
8330
(space)Share of other comprehensive
income of associates and joint ventures
accounted for using equity method
8310
(space)(space)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
(space)Exchange differences on
translation
8360
(space)(space)Components of other
comprehensive (loss) income that will
be reclassified to profit or loss
8300
Other comprehensive (loss) income
8500
Total comprehensive income
Basic earnings per share
9750
(space)Profit for the year
Diluted earnings per share
9850
(space)Profit for the year

The accompanying notes are an integral part of these parent company only financial statements.

~10~

34

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Year ended December 31, 2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income for the year
Total comprehensive income
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
Year ended December 31, 2021
Balance at January 1, 2021
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss)
Appropriation and distribution of 2020 retained earnings
Legal reserve appropriated
Special reserve reversed
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Balance at December 31, 2021
Notes
6(20)
6(20)
6(20)
6(19)
6(20)
6(20)
6(20)
6(19)
Ordinary share
$ 5,060,629
-
-
-
-
-
-
-
$ 5,060,629
$ 5,060,629
-
-
-
-
-
-
-
$ 5,060,629
Capital surplus Capital surplus Retained Earnings Retained Earnings Retained Earnings Retained Earnings Other equity
interest
Total equity
Legal reserve Special reserve Unappropriated
retained
earnings
Exchange
differences on
translation of
foreign financial
statements



$
36,103
-
-
-
-
-
-
10
$
36,113
$
36,113
-
-
-
-
-
-
2
$
36,115



$
551,470
-
-
-
131,245
-
-
-
$
682,715
$
682,715
-
-
-
53,666
-
-
-
$
736,381
$
-
-
-
-
-
302,706
-
-
$
302,706
$
302,706
-
-
-
-
(
50,205)
-
-
$
252,501
$ 1,590,372
535,196
1,463
536,659
(
131,245 )
(
302,706 )
(
675,037 )
-
$ 1,018,043
$ 1,018,043
507,002
(
9,469 )
497,533
(
53,666 )
50,205
(
268,213 )
-
$ 1,243,902
($
302,706)
-
50,205
50,205

-

-

-
-
($
252,501)
($
252,501)
-
(
33,046)
(
33,046)

-
-

-
-
($
285,547)
$ 6,935,868
535,196
51,668
586,864
-
-
(
675,037 )
10
$ 6,847,705
$ 6,847,705
507,002
(
42,515 )
464,487
-
-
(
268,213 )
2
$ 7,043,981

The accompanying notes are an integral part of these parent company only financial statements.

~11~

35

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense

Expected credit loss (profit)

Interest expense

Interest income
Net gain on financial assets or liabilities at fair
value through profit or loss

Share of profit of subsidiaries, associates and
joint ventures accounted for using the equity
method

Losses on disposal of property, plant and
equipment and biological assets

Impairment gain on reversal of non-financial
assets

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
inventories
Prepayments
Other current assets
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable - 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 flows from operating activities
Year ended December 31
Notes
2021
2020
$
544,762 $
449,785
6(25)
265,673
352,217
12(2)
52 (
22,668 )
6(24)
47,890
58,609
(
8,225 ) (
8,056 )
6(23)
- (
9 )
6(5)
(
307,295 ) (
315,955 )
6(23)
2,173
37,336
6(23)
(
12,717 ) (
9,720 )
(
21,413 )
4,662
(
106,057 ) (
1,463 )
(
1,646 ) (
1,528 )
(
2,186 )
52,693
(
70,665 ) (
65,485 )
(
9,453 )
15,705
(
9,963 )
1,838
1 (
1,434 )
41,203
10,363
29,445 (
14,507 )
18,244
1,076
937
962
(
46,219 ) (
52,638 )
354,541
491,783
8,225
8,056
508,203
597,514
(
47,908 ) (
59,465 )
(
11,951 ) (
5,658 )
811,110
1,032,230

(Continued)

~12~

36

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using the
equity method
Proceeds from capital reduction of 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 in restricted bank deposits
Land value increment tax refunded
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of investments accounted for using the
equity method
Decrease in short-term borrowings

(Decrease) increase in short-term notes and bills
payable

Payments of lease liabilities

Repayments of long-term borrowings

Proceeds from long-term borrowings

(Decrease) increase in guarantee deposits received

Dividends paid

Proceeds from dividends unclaimed by shareholders
Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2021
2020
$
- ($
30,000 )
6(5) and 7(2)
-
22,965
6(29)
(
150,050 ) (
140,878 )
1,814
5,845
6(29)
- (
63,331 )
-
17,634
(
150 ) (
850 )
6(10)
(
473 )
1,421
-
2,000
7,172
-
(
141,687 ) (
185,194 )
- (
30,039 )
6(30)
(
450,000 ) (
620,000 )
6(30)
(
250,000 )
250,000
6(30)
(
36,283 ) (
26,960 )
6(30)
(
514,250 ) (
1,003,000 )
6(30)
500,000
1,405,000
6(16)
(
1,219 )
1,210
6(20)
(
268,213 ) (
675,037 )

2
10
(
1,019,963 ) (
698,816 )
(
350,540 )
148,220
6(1)
704,926
556,706
6(1)
$
354,386 $
704,926

The accompanying notes are an integral part of these parent company only financial statements.

~13~

37

Proposal II.

Proposed by the Board of Directors

Proposal: Adoption of the proposal for distribution of 2021 earnings of the Company.

Explanation: In 2021, the net profit after tax of the Company was NT$507,002,324, and an earnings distribution table would be prepared according to Article 27-1 of the Articles of Association. Please refer to the attached table on the next page.

Resolution:

38

WEI CHUAN FOODS Corp.

Earnings Distribution Table

2021

2021
Unit: NT$
Item Subtotal Total
Net Profit after Tax of 2021 507,002,324
Less: Included in the undistributed earnings of the current year
Remeasurement of defined benefitplans
(9,467,737)
Subtotal 497,534,587
Less: Legal reserve appropriated (49,753,459)
Less: Special reserve appropriated (33,046,579)
Add: Undistributed earnings at beginningof theperiod 746,366,814
Distributable earnings 1,161,101,363
Less: Cash dividends distributed(NT$0.501per share) (253,537,520)
Undistributed earnings at the end of theperiod 907,563,843

Chairman: Chen, Hung-Yu

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

39

Discussions

40

Discussion I.

Proposed by the Board of Directors

Proposal: The amendment to some provisions of the "Articles of Incorporation" is submitted for decision.

  • Explanation: In order to make the method of the company's shareholders' meeting more flexible, in accordance with the provisions of Article 172-2, Paragraph 1 of the Company Act and Article 44-9, Paragraph 3 of the "Regulations Governing the Administration of Shareholder Services of Public Companies", Article 9 the Company's Articles of Incorporation shall be amended to expressly stipulate that the shareholders’ meeting may be held by means of visual communication networks or other methods promulgated by the central competent authority. Please refer to the next page for the comparison table of amended articles.

Resolution:

41

Comparison Table of Amended Provisions of the Articles of Incorporation of Wei Chuan Foods Corporation

Article No. Amended Provision Current Provision Description
Article 9 The Company's shareholders'
meetings comprise of two types:
General shareholders' meeting and
special shareholders' meeting.
General shareholders' meetings
shall be convened once a year
within six months from the end of
each fiscal year. Special
shareholders' meetings may be
convened when necessary.
The Company may hold its
shareholders’meeting by means of
The Company's shareholders'
meetings comprise of two types:
General shareholders' meeting and
special shareholders' meeting.
General shareholders' meetings
shall be convened once a year
within six months from the end of
each fiscal year. Special
shareholders' meetings may be
convened when necessary.
In accordance
with Article
172-2 of the
Company Act
and the
amendment to
Article 44-9,
Paragraph 3 of
the
“Regulations
Governing the
Administration
of Shareholder
Services of
Public
Companies”

visual communication networks or
other methods promulgated by the
central competent authority. The
conditions, Operating Procedure
and other matters to be followed
during the video conference of the
shareholders’meeting shall be in
accordance with the relevant laws
and regulations.
Article 29 The Articles of Association were
established on Jul. 1, 1953, and the
61st amendment was implemented
on Jun. 29, 2022.
The Articles of Association was
established on Jul. 1, 1953. and the
60th amendment was implemented
on Jun. 27, 2019.
Amendment by
Article
Amendment to
Implementation
Time

42

Discussion II.

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. 1110133385 announcement of Taiwan Stock Exchange Corporation about the amendment to the “Rules for Procedure for Shareholders' Meetings of XX Co., Ltd.” on March 8, 2022 and business needs of the Company, it is proposed to partially amend the Company’s "Rules for Procedure for Shareholders' Meetings”. Please refer to the next page for the comparison table of amended articles.

Resolution:

43

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 Unless otherwise provided by laws
and regulations, the shareholders'
meetings of the Company shall be
convened by the Board of
Directors.Changes to the method
of convening the shareholders'
meeting of the Company shall be
subject to a resolution of the Board
Unless otherwise provided by laws
and regulations, the shareholders'
meetings of the Company shall be
convened by the Board of
Directors.
The Company shall prepare
electronic versions of the
shareholders' meeting notice, proxy
forms, reasons and explanation
data of relevant proposals for
ratification, discussions or
proposals for election or dismissal
of directors, and send them to the
Market Observation Post System.
The Company shall prepare
electronic versions of the meeting
handbook and supplementary
meeting materials and send them to
the Market Observation Post
System 21 days before the general
shareholders' meeting or 15 days
before the special shareholders'
meeting. The Company shall
prepare the meeting handbook and
supplementary meeting materials
15 days before a shareholders'
meeting and make them available
for review by shareholders at any
time, display them in the Company
and the professional shareholder
services agency appointed by the
Company, and distribute them at
the site of the shareholders'
meeting.
(Paragraphs 3 and 9 are omitted.)
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

of Directors, and shall be made no
later than before the notice of the
shareholders'meeting is
dispatched.
The Company shall prepare
electronic versions of the
shareholders' meeting notice, proxy
forms, reasons and explanation
data of relevant proposals for
ratification, discussions or
proposals for election or dismissal
of directors, and send them to the
Market Observation Post System.
The Company shall prepare
electronic versions of the meeting
handbook and supplementary
meeting materials and send them to
the Market Observation Post
System 21 days before the general
shareholders' meeting or 15 days
before the special shareholders'
meeting. The Company shall
prepare the meeting handbook and
supplementary meeting materials
15 days before a shareholders'
meeting and make them available
for review by shareholders at any
time, display them in the Company
and the professional shareholder
services agency appointed by the
Company.
This Corporate shall make the
meeting agenda and supplemental
meeting materials in the preceding

paragraph available to shareholders

for review in the following manner

on the date of the shareholders

44

Article No. Amended Provision Current Provision Description
meeting:
I.
For physical shareholders
meetings, to be distributed on-
site at the meeting.
II. For hybrid shareholders
meetings, to be distributed on-
site at the meeting and shared
on the virtual meeting platform.
III. For virtual-only shareholders
meetings, electronic files shall
be shared on the virtual
meeting platform.
(The original order of Articles 3 to
9 has been adjusted to Articles 4 to

10)
Article 1-2 (Paragraphs 1 and 3 are omitted.)
After a proxy form has been
delivered to the Company, if the
shareholder intends to attend the
meeting by video conference, a
written notice of proxy cancellation
(Paragraphs 1 and 3 are omitted.) In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

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.

45

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 2 The Company shall indicate on the
meeting notice the check-in time
and location and other matters for
shareholders, solicitors and proxies
The Company shall indicate on the
meeting notice the check-in time
and location and other matters for
shareholders.
The time during which shareholder
attendance registrations will be
accepted, as stated in the preceding
paragraph, shall be at least 30
minutes prior to the time the
meeting commences. The place at
which attendance registrations are
accepted shall be clearly marked
and a sufficient number of suitable
personnel shall be assigned to
handle the registrations.
Shareholders and their proxies
(hereafter collectively referred to as




In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

(hereafter collectively referred to as

"shareholders").
The time during which shareholder
attendance registrations will be
accepted, as stated in the preceding
paragraph, shall be at least 30
minutes prior to the time the
meeting commences. The place at
which attendance registrations are
accepted shall be clearly marked
and a sufficient number of suitable
personnel shall be assigned to
handle the registrations. For virtual
shareholders meetings, shareholders
may begin to register on the virtual
meeting platform 30 minutes before
the meeting starts.Shareholders
completing registration will be
deemed as attend the shareholders
meeting in person.
Shareholdersshall attend
shareholders' meetings with
attendance cards, sign-in cards, or
other certificates of attendance. The
Company shall not require
arbitrarily providing other
evidentiary documents for
shareholders' attendance. Solicitors
soliciting proxy forms shall also
bring identification documents for
verification.
The Company shall provide
attending shareholders with the
meeting agenda book, annual
report, attendance card, speaker's
slips, voting slips, and other
meeting materials. Where there is
an election of directors, ballots shall
also be furnished.
In the event of a virtual
shareholders meeting, shareholders



"shareholders")shall attend
shareholders' meetings with
attendance cards, sign-in cards, or
other certificates of attendance. The
Company shall not require
arbitrarily providing other
evidentiary documents for
shareholders' attendance. Solicitors
soliciting proxy forms shall also
bring identification documents for
verification.
The Company shall provide
attending shareholders with the
meeting agenda book, annual
report, attendance card, speaker's
slips, voting slips, and other
meeting materials. Where there is
an election of directors, ballots shall
also be furnished.
Attending shareholders shall hand
in attendance cards. When
necessary, the Company shall verify
the identification documents of
attending shareholders.
The number of shares in attendance
shall be calculated according to the
shares indicated by the sign-in cards
handed inplus the number of shares

46

Article No. Amended Provision Amended Provision Current Provision Description
wishing to attend the meeting
online shall register with this
Corporation two days before the
meeting date.
In the event of a virtual
shareholders meeting, this
Corporation shall upload the
meeting agenda book, annual report

whose voting rights are exercised
by correspondence or electronically.

and other meeting materials to the
virtual meeting platform at least 30

minutes before the meeting starts,
and keep this information disclosed

until the end of the meeting.
Attending shareholders shall hand
in attendance cards. When
necessary, the Company shall verify
the identification documents of
attending shareholders.
The number of shares in attendance
shall be calculated according to the
shares indicated by the attendance
book and sign-in cards handed in,
and the shares checked in on the
virtual meeting platform, plus the
number of shares whose voting
rights are exercised by
correspondence or electronically.
Article 2-1 When the company holds a video
conference of the shareholders'
meeting, the following matters shall
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to revise the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

be stated in the notice of convening

the shareholders'meeting:
I.
How shareholders attend the
virtual meeting and exercise
their rights.
II.
Actions to be taken if the
virtual meeting platform or
participation in the virtual
meeting is obstructed due to
natural disasters, accidents or
other force majeure events, at
least covering the following
particulars:
(I) To what time the meeting
is postponed or from what
time the meeting will
resume if the above
obstruction continues and
cannot be removed, and the

time the meeting will
resume if the above
obstruction continues and
cannot be removed, and the

47

Article No. Amended Provision Current Provision Description
date to which the meeting
is postponed or on which
the meeting will resume.
(II) Shareholders not having
registered to attend the
affected virtual
shareholders meeting shall
not attend the postponed or
resumed session.
(III) In case of a hybrid
shareholders meeting,
when the virtual meeting
cannot be continued, if the
total number of shares
represented at the meeting,
after deducting those
represented by
shareholders attending the
virtual shareholders
meeting online, meets the
minimum legal
requirement for a
shareholder meeting, then
the shareholders meeting
shall continue. The shares
represented by
shareholders attending the
virtual meeting online shall
be counted towards the
total number of shares
represented by
shareholders present at the
meeting, and the
shareholders attending the
virtual meeting online shall
be deemed abstaining from
voting on all proposals on
meeting agenda of that
shareholders meeting.
(IV) Actions to be taken if the
outcome of all proposals
have been announced and
extraordinary motion has
not been carried out.
III. To convene a virtual-only
shareholders meeting,
appropriate alternative
measures available to
shareholders with difficulties
date to which the meeting
is postponed or on which
the meeting will resume.
Shareholders not having
registered to attend the
affected virtual
shareholders meeting shall

not attend the postponed or

resumed session.
In case of a hybrid
shareholders meeting,
when the virtual meeting
cannot be continued, if the

total number of shares
represented at the meeting,

after deducting those
represented by
shareholders attending the
virtual shareholders
meeting online, meets the
minimum legal
requirement for a
shareholder meeting, then
the shareholders meeting
shall continue. The shares
represented by
shareholders attending the
virtual meeting online shall

be counted towards the
total number of shares
represented by
shareholders present at the

meeting, and the
shareholders attending the
virtual meeting online shall

be deemed abstaining from

48

Article No. Amended Provision Current Provision Description
in attending a virtual
shareholders meeting online
shall be specified.
Article 5 (Paragraphs 1 is omitted.)
The restrictions on the place of the
meeting shall not apply when this
Corporation convenes a virtual-only

(Paragraphs 1 is omitted.)
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
businessneeds.

shareholders meeting.
When this Corporation convenes a
virtual-only shareholders meeting,
both the chair and secretary shall be

in the same location, and the chair
shall declare the address of their
location when the meeting is called

to order.
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.In the event of a virtual
shareholders meeting, this
Corporation shall also declare the
meeting adjourned at the virtual
meeting platform.


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.
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

49

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
If the quorum is not met after two
postponements as referred to in the
preceding paragraph, but the
attending shareholders represent
one third or more of the total
number of issued shares, a tentative
resolution may be adopted pursuant
to Paragraph 1, Article 175 of the
Company Act; all shareholders shall
be notified of the tentative
resolution and another shareholders'
meeting shall be convened within
one month.In the event of a virtual
shareholders meeting, shareholders


If the quorum is not met after two
postponements as referred to in the
preceding paragraph, but the
attending shareholders represent
one third or more of the total
number of issued shares, a tentative
resolution may be adopted pursuant
to Paragraph 1, Article 175 of the
Company Act; all shareholders shall
be notified of the tentative
resolution and another shareholders'
meeting shall be convened within
one month.
(Paragraph 3 is omitted.)

intending to attend the meeting
online shall re-register to this
Corporation in accordance with
Article 6.
(Paragraph 3 is omitted.)
Article 12-1 Where a virtual shareholders
meeting is convened, shareholders
attending the virtual meeting online



In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcemen
t to revise the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

may raise questions in writing at the

virtual meeting platform from the
chair declaring the meeting open
until the chair declaring the meeting

adjourned. No more than two
questions for the same proposal
may be raised. Each question shall
contain no more than 200 words.
The regulations in paragraphs 1 to 5

do not apply.
As long as questions so raised in
accordance with the preceding
paragraph are not in violation of the

regulations or beyond the scope of a

proposal, it is advisable the
questions be disclosed to the public

at the virtual meeting platform.
Article 16 (Paragraphs 1, 2, 3 and 5 are
omitted.)
(Paragraphs 1, 2, 3 and 5 are
omitted.)
In accordance
with TZZL Zi
No.

50

Article No. Amended Provision Current Provision Description
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 personor
online,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.

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.

1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcemen
t to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.
Article 18 (Paragraphs 1 and 2 are omitted.)
When this Corporation convenes a
virtual shareholders meeting, after
the chair declares the meeting open,


(Paragraphs 1 and 2 are omitted.)
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcement
to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business needs.

shareholders attending the meeting

online shall cast votes on proposals

and elections on the virtual meeting

platform before the chair announces

the voting session ends or will be
deemed abstained from voting.
In the event of a virtual
shareholders meeting, votes shall be

counted at once after the chair
announces the voting session ends,

and results of votes and elections
shall be announced immediately.

51

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
When this Corporation convenes a
hybrid shareholders meeting, if
shareholders who have registered to




attend the meeting online in
accordance with Article 6 decide to
attend the physical shareholders
meeting in person, they shall revoke

their registration two days before
the shareholders meeting in the
same manner as they registered. If
their registration is not revoked
within the time limit, they may only

attend the shareholders meeting
online.
When shareholders exercise voting

rights by correspondence or
electronic means, unless they have
withdrawn the declaration of intent
and attended the shareholders
meeting online, except for
extraordinary motions, they will not

exercise voting rights on the
original proposals or make any
amendments to the original
proposals or exercise voting rights
on amendments to the original
proposal.
In the event of a virtual
shareholders meeting, this
Corporation shall disclose real-time

results of votes and election
immediately after the end of the
voting session on the virtual
meeting platform according to the
regulations, and this disclosure shall

continue at least 15 minutes after
the chair has announced the
meeting adjourned.
Article 20 (Paragraphs 1 and 3 are omitted.)
Where a virtual shareholders
meeting is convened, in addition to
(Paragraphs 1 and 3 are omitted.) In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on

the particulars to be included in the

meeting minutes as described in the

preceding paragraph, the start time

and end time of the shareholders

52

Article No. Amended Provision Current Provision Description
meeting, how the meeting is
convened, the chair's and secretary's
March 8, 2022.
Announcemen
t to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

name, and actions to be taken in the

event of disruption to the virtual
meeting platform or participation in

the meeting online due to natural
disasters, accidents or other force
majeure events, and how issues are

dealt with shall also be included in
the minutes.
When convening a virtual-only
shareholder meeting, other than
compliance with the requirements
in the preceding paragraph, this
Corporation shall specify in the
meeting minutes alternative
measures available to shareholders
with difficulties in attending a
virtual-only shareholders meeting
online.
Article 21 On the day when the shareholders'
meeting is convened, the Company
shall compile a statistical statement
of the number of shares obtained by
the solicitorandthe number of
shares represented by proxies,
according to the stipulated format,
and disclose the statistics clearly at
the venue of the shareholders'
meeting.For virtual shareholders
meetings, shareholders may begin
to register on the virtual meeting
platform 30 minutes before the
meeting starts.
During this Corporation's virtual
shareholders meeting, when the
meeting is called to order, the total
number of shares represented at the
On the day when the shareholders'
meeting is convened, the Company
shall compile a statistical statement
of the number of shares obtained by
the solicitorandthe number of
shares represented by proxies,
according to the stipulated format,
and disclose the statistics clearly at
the venue of the shareholders'
meeting.
If the matters put to a resolution at
the shareholders' meeting are
material information under
applicable laws or regulations and
rules of Taiwan Stock Exchange
Corporation regulations (GreTai
Securities Market), the Company
shall upload the content of such
resolution to the Market
Observation Post System within the
stipulated time.
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcemen
t to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

meeting shall be disclosed on the
virtual meeting platform. The same

shall apply whenever the total
number of shares represented at the

meeting and a new tally of votes is

released during the meeting.

53

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
If the matters put to a resolution at
the shareholders' meeting are
material information under
applicable laws or regulations and
rules of Taiwan Stock Exchange
Corporation regulations (GreTai
Securities Market), the Company
shall upload the content of such
resolution to the Market
Observation Post System within the
stipulated time.
Article 23 (Paragraphs 1 and 2 are omitted.)
Where a shareholders meeting is held



(Paragraphs 1 and 2 are omitted.)
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcemen
t to amend the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

online, this Corporation shall keep
records of shareholder registration,
sign-in, check-in, questions raised,
votes cast and results of votes
counted by this Corporation, and
continuously audio and video record,

without interruption, the proceedings

of the virtual meeting from beginning

to end.
The information and audio and
video recording in the preceding
paragraph shall be properly kept by

this Corporation during the entirety

of its existence, and copies of the
audio and video recording shall be
provided to and kept by the party
appointed to handle matters of the
virtual meeting.
In case of a virtual shareholders
meeting, this Corporation is advised

to audio and video record the back-
end operation interface of the
virtual meeting platform.
Article 25-1 In the event of a virtual
shareholders meeting, this
Corporation may offer a simple
connection test to shareholders
prior to the meeting, and provide
relevant real-time services before
and during the meeting to help
resolve communication technical
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8,2022.

54

Article No. Amended Provision Current Provision Description
issues.
In the event of a virtual
shareholders meeting, when
declaring the meeting open, the
chair shall also declare, unless
under a circumstance where a
meeting is not required to be
postponed to or resumed at another


Announcemen
t to revise the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

time under Article 44-20, paragraph

4 of the Regulations Governing the

Administration of Shareholder
Services of Public Companies, if
the virtual meeting platform or
participation in the virtual meeting
is obstructed due to natural
disasters, accidents or other force
majeure events before the chair has

announced the meeting adjourned,
and the obstruction continues for
more than 30 minutes, the meeting
shall be postponed to or resumed on

another date within five days, in
which case Article 182 of the
Company Act shall not apply.
For a meeting to be postponed or
resumed as described in the
preceding paragraph, shareholders
who have not registered to
participate in the affected
shareholders meeting online shall
not attend the postponed or resumed

session.
For a meeting to be postponed or
resumed under the second
paragraph, the number of shares
represented by, and voting rights
and election rights exercised by the

shareholders who have registered to

participate in the affected
shareholders meeting and have
successfully signed in the meeting,

but do not attend the postpone or
resumed session, at the affected
shareholders meeting, shall be
counted towards the total number of
shares, number of voting rights and

number of election rights
represented at the postponed or
resumed session.

55

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
During a postponed or resumed
session of a shareholders meeting
held under the second paragraph, no




further discussion or resolution is
required for proposals for which
votes have been cast and counted
and results have been announced, or

list of elected directors and
supervisors.
When this Corporation convenes a
hybrid shareholders meeting, and
the virtual meeting cannot continue

as described in second paragraph, if

the total number of shares
represented at the meeting, after
deducting those represented by
shareholders attending the virtual
shareholders meeting online, still
meets the minimum legal
requirement for a shareholder
meeting, then the shareholders
meeting shall continue, and not
postponement or resumption thereof

under the second paragraph is
required.
Under the circumstances where a
meeting should continue as in the
preceding paragraph, the shares
represented by shareholders
attending the virtual meeting online

shall be counted towards the total
number of shares represented by
shareholders present at the meeting,

provided these shareholders shall be

deemed abstaining from voting on
all proposals on meeting agenda of

that shareholders meeting.
When postponing or resuming a
meeting according to the second
paragraph, this Corporation shall
handle the preparatory work based
on the date of the original
shareholders meeting in accordance

with the requirements listed under
Article 44-20, paragraph 7 of the

56

Article No. Amended Provision Current Provision Description
Regulations Governing the
Administration of Shareholder
Services of Public Companies.
For dates or period set forth under
Article 12, second half, and Article

13, paragraph 3 of Regulations
Governing the Use of Proxies for
Attendance at Shareholder
Meetings of Public Companies, and

Article 44-5, paragraph 2, Article
44-15, and Article 44-17, paragraph

1 of the Regulations Governing the

Administration of Shareholder
Services of Public Companies, this

Corporations hall handle the matter

based on the date of the
shareholders meeting that is
postponed or resumed under the
second paragraph.
Article 25-2 When convening a virtual-only
shareholders meeting, this
Corporation shall provide
appropriate alternative measures
available to shareholders with
difficulties in attending a virtual
shareholders meeting online.
In accordance
with TZZL Zi
No.
1110133385 of
Taiwan Stock
Exchange
Corporation on
March 8, 2022.
Announcemen
t to revise the
"Rules for
Procedure for
Shareholders'
Meetings of
XX Co., Ltd."
with reference
to the example
and the
Company's
business
needs.

57

Discussion III.

Proposed by the Board of Directors

  • Proposal: Amend some of the provisions of the company's "Procedures for Acquisition and Disposal of Assets”.

  • Explanation: In line with the amendments made by the Financial Supervision and Administration Commission to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" Jin-GuanZheng-Fa Zi No. 110380465 issued by the Financial Supervisory Commission on January 28, 2022, and the company's actual business needs, the Company's "Acquisition and Disposal of Assets "Operating Procedures" part of the provisions, please refer to the revised provisions comparison table on the next page for details.

Resolution:

58

Comparison Table of Amended Provisions of the Procedures for Acquisition and Disposal of Assets of Wei Chuan Foods Corporation

Amended Provision Amended Provision Amended Provision Amended Provision Current Provision Current Provision Current Provision Description
Article 3:Terminology
VII Securities exchange:“Domestic
securities exchange"refers to the
Taiwan Stock Exchange
Corporation;"foreign securities
exchange"refers to any organized
securities exchange market that is
regulated by the competent
securities authorities of the
jurisdiction where it is located.
VIII Over-the-counter venue:
“Domestic OTC venue"refers to a
venue for OTC trading provided
by a securities firm in accordance
with the Regulations Governing
Securities Trading on the Taipei
Exchange;"foreign OTC venue"
refers to a venue at a financial
institution that is regulated by the
foreign competent authority and
that is permitted to conduct
securities business.
Article 3:
Terminology
Deleted IV, V, and fixed the
order
The
Company's
actual business
needs and
adjustments

securities exchange market that is

regulated by the competent
securities authorities of the
jurisdiction where it is located.
Over-the-counter venue:
“Domestic OTC venue"refers to a
venue for OTC trading provided
by a securities firm in accordance

with the Regulations Governing
Securities Trading on the Taipei
Exchange;"foreign OTC venue"
refers to a venue at a financial
institution that is regulated by the
foreign competent authority and
that is permitted to conduct
securities business.
Article 4:
Procedures for the determination of
evaluation operations and trading
conditions
The acquisition or disposal of assets by the
company shall be handled according to the
following regulations according to the type
of assets:
I.
Appraisal procedures for the
acquisition and disposal of real
estate, equipment or right-to-use
assets, and decision procedures for
transaction conditions:
(I) Evaluation and implementation
of assets acquired or disposed:
1. Each unit shall draw up a
capital expenditure plan in
advance, and evaluate the
purpose, necessity, and
expected benefits of
acquiring real estate,
equipment or its right-of-use
assets.
2. The property management
unit shall propose specific
reasons for the disposal of
Article 4:
Procedures for the determination of
evaluation operations and trading
conditions
The acquisition or disposal of assets by
the company shall be handled according
to the following regulations according to
the type of assets:
I.
Appraisal procedures for
obtaining and disposing of real
estate, other fixed assets or right-
of-use assets for business use,
and decision procedures for
transaction conditions:
(I) Procedure of evaluation of
assets acquired:
1. Each department and
factory should prepare an
annual capital expenditure
plan before the beginning
of the year, and conduct
preliminary
communication and
screening after the
engineering unit has
collected and sorted it out.
The actual
business of the
company
needs to be
revised

of

assets acquired or disposed:
Each unit shall draw up a
capital expenditure plan in
advance, and evaluate the
purpose, necessity, and
expected benefits of
acquiring real estate,
equipment or its right-of-use

1.
2.

1.

plan before the beginning
of the year, and conduct
preliminary
communication and
screening after the
engineering unit has
collected and sorted it out.

assets.
The property management
unit shall propose specific
reasons for the disposal of

59

Amended Provision Amended Provision Current Provision Current Provision Current Provision Description
equipment with poor use
efficiency or its right-to-use
2. Conduct a preliminary
review, submit it to the
Capital Expenditure
Review Committee for
review, and then submit it
to the Board of Directors
for approval.
The capital expenditure
plan in the preceding
paragraph shall be based
on:
(1) Comply with decrees or
regulations.
(2) Existing equipment is
obsolete and replaced
with new equipment.
(3) Rationalization,
automation, labor
saving, and increased
productivity or product
quality of equipment.
(4) Energy saving
improvements.

assets, and the
administrative management

department shall formulate
transaction conditions and
prices. Based on market
conditions, economic
forecasts, current value of
land announcements or
assessments, and actual
transaction prices of nearby
(1)
(2)
(3)
(4)

real estate, the transaction
conditions and prices are
formulated.

regulations.
Existing equipment is
obsolete and replaced
with new equipment.
Rationalization,
automation, labor
saving, and increased
productivity or product
quality of equipment.
Energy saving
improvements.

60

Comparison Table of Amended Provisions of the Procedures for Acquisition and Disposal of Assets of Wei Chuan Foods Corporation (Continued)

Amended Provision Amended Provision Current Provision Description
(II) Operation Procedures:
1. When the company acquires
or disposes of real estate,
equipment or its right-to-use
assets, the user or property
management unit shall
submit an application for
capital expenditure or
property impairment in
accordance with the
regulations, and the
application shall be
executed after approval
according to the approval
authority. The transaction
amount of more than
NT$300 million needs to be
discussed by the Board of
Directors.
2. The administrative
department shall regularly
summarize the acquisition
or disposal of real estate,
equipment or assets with the
right to use and submit it to
the Board of Directors for
reference.
(II) (5) The principles of new
product or new business
development and the
addition of marketing
and sales equipment are
as follows:
A. Annual labor,
person-time
(equivalent to annual
amount);
B. The annual amount
of material cost;
C. The amount of
annual energy (oil,
water and electricity)
cost saving;
D. Annual increase in
output value,
operating profit
amount, etc.
Evaluation of its
benefits.
Procedure of evaluation of
assets disposed:
Real estate for business use,
other fixed assets or assets
with right-of-use assets that
are not in use due to
inefficiency in use, or have
been idle or have been closed

1.
2.

or disposes of real estate,
equipment or its right-to-use

assets, the user or property
management unit shall
submit an application for
capital expenditure or
property impairment in
accordance with the
regulations, and the
application shall be
executed after approval
according to the approval
authority. The transaction
amount of more than
NT$300 million needs to be
discussed by the Board of
Directors.
The administrative
department shall regularly
summarize the acquisition
or disposal of real estate,
equipment or assets with the

right to use and submit it to
the Board of Directors for
reference.
down, the property
management unit may report
the type, name, quantity,
original purchase date,
original price obtained,
estimated selling price,
estimated profit and loss, and

specific reasons for disposal
of the assets to the property
management unit, and then
submit it to the administrative
department. It shall be
transferred to the general
manager for approval, and
shall be regularly summarized

and submitted to the Board of
Directors for future reference.

61

Amended Provision Current Provision Current Provision Description
(III ) The procedure for
determining trading
conditions:
1. For the acquisition and
disposal of real estate or its
right-to-use assets, the
administrative department
shall formulate transaction
conditions and transaction
prices according to the
market conditions at the
time of the transaction,
economic forecasts, the
current value of land
announcements or
assessments, and the actual
transaction price of
adjacent real estate. The
Chairman shall submit to
the Board of Directors for
approval.
2. For the acquisition of other
fixed assets or right-of-use
assets, the user unit shall
file an application
according to the annual
approved expenditure
budget, formulate
transaction conditions and
prices, and execute it in
accordance with the
approval authority
stipulated in the
authorization regulations.
1.
2.

right-to-use assets, the
administrative department
shall formulate transaction
conditions and transaction
prices according to the
market conditions at the
time of the transaction,
economic forecasts, the
current value of land
announcements or
assessments, and the actual

transaction price of
adjacent real estate. The
Chairman shall submit to
the Board of Directors for
approval.
For the acquisition of other

fixed assets or right-of-use

assets, the user unit shall
file an application
according to the annual
approved expenditure
budget, formulate
transaction conditions and
prices, and execute it in
accordance with the
approval authority
stipulated in the
authorization regulations.

62

Comparison Table of Amended Provisions of the Procedures for Acquisition and

Disposal of Assets of Wei Chuan Foods Corporation

Amended Provision Current Provision Description
(The original order of ArticlesIII, IV,(I),
(II), 1., 2., 4., 5., 7. is adjusted toIIand
III,(I), (II), 1., 2., 4., 5., 7., Content not
corrected)
3. The appraisal of
reasonableness of the
preliminary transaction terms
and conditions regarding the
acquiring of the real estate or
the right-of-use assets thereof
from a related party in
accordance with Articles (III)
and(IV).
II. Appraisal operations and
transaction conditions
determination procedures for the
acquisition or disposal of non-
business real estate, other fixed
assets or their right-of-use assets
(I) When the remaining funds of
the company or low-interest
funds can be borrowed, the
accounting unit may submit it
to the chairman for approval
after evaluating the market
conditions of the assets and
forecasting the economic
prosperity and deeming it
necessary to obtain them.
(II) When disposing of real estate,
other fixed assets or right-of-
use assets that are not for
business use, the
administrative department
shall make reference to the
original acquisition cost,
acquisition period, market
price and economic forecast
of the assets, with reference to
the published current value,
evaluation of the current
value, and actual transactions
of adjacent real estate. The
transaction conditions and
transaction price are
formulated with reference
materials such as price, and
the board of directors is
transferred to the board of
directors for approval.
(III, IV,(I), (II), 1., 2., 4., 5., 7., Content
not corrected)
3. The appraisal of
reasonableness of the
preliminary transaction terms
and conditions regarding the
acquiring of the real estate or
the right-of-use assets thereof
from arelated party in
accordance with(III) and (IV)
Appraisal operations and
transaction conditions
determination procedures for the

Article No.
Cooperate with
the competent
authority to
amend the
laws and
regulations

63

Amended Provision Current Provision Description
6. Appraisal reportsfrom the
professional appraisers or
opinions of the CPAs
acquired in accordance with
Article(I).
The calculation of the transaction
amount in this paragraph shall be
compliant with this Articleand the
“within a year” mentioned refers to a
period of one year calculated
retroactively from the date of event of
the transaction. Items that have been
submitted to and approved by the
Shareholders'Meetingand Board of
Directors in accordance with the
Procedures are exempted from inclusion
in the calculation.
(Omitted)
of Subparagraph 4, Paragraph
1 of this Article.
6. Appraisal reportsfrom the
professional appraisers or
opinions of the CPAs
acquired in accordance with
Subparagraph 4 of Paragraph
1 of Article 4 (I).
The calculation of the transaction
amount in the preceding paragraph
shall be compliant with Article 6
Paragraphs 2 and the “within a year”
mentioned refers to a period of one
year calculated retroactively from the
date of event of the transaction.Items
that have been submitted to and
approved by the Audit Committee and
submitted to the Board of Directors
for approval in accordance with the
provisions of these operating
procedures, or has been submitted to
theBoard of Directors for approval
before the Audit Committee has been
established and the supervisor has
recognized that the part is exempted
from re-counting.
(Omitted)
of Subparagraph 4, Paragraph
1 of this Article.
Appraisal reportsfrom the
professional appraisers or
opinions of the CPAs
acquired in accordance with
Subparagraph 4 of Paragraph

64

Comparison Table of Amended Provisions of the Procedures for Acquisition and Disposal of Assets of Wei Chuan Foods Corporation (Continued)

Amended Provision Current Provision Current Provision Description
If the company or the company's non-
domestic public offering subsidiaries
have transactions in this Subparagraph
(II), and the transaction amount is more
than 10% of the company's total assets,
the information listed in this
Subparagraph (II) shall be submitted to
the shareholders'meeting for approval.
The acquisition or disposal of the right-
of-use assets of real estates between the
Company and its parent or subsidiaries,
or between its subsidiaries in which it
holds directly 100% of the issued
shares or total capital.
((III), (IV) Uncorrected)
(V)
1. The following shall be
adopted in theevent where
the appraisal reports
conducted in accordance
with Articles (III) and (IV)
is lower than thetransaction
price in acquisition of real
estate or the right-of-use
assetsthereto from a related
party by the Company:
(Omitted)
3. If the company obtains real
estate or right-of-use assets
from related parties, if there
is other evidence showing
that the transaction is not in
line with business practices,
it should also follow the
provisions of 1.2. of this
Subparagraph (V).
(The original order ofVandVIis adjusted
toIVandV,and the content has not been
revised)
((III), (IV) Uncorrected)
(V)
1. For transactions with
related partiesof the
Company, if the evaluation
results stipulated in (III)
and (IV) of this Paragraph
are lower than the
transaction price, the
following matters shall be
handled:
(Omitted)
3. In the event where there is
evidence indicating that
the acquisition of the real
estate or the right-of-use
assets thereof from a
related party was not an
arm’s length transaction,
relevant matters shall be
handled in accordance with
thepreceding
subparagraphs.
(V,VIContent not amended)
The actual
business of the
company
needs to be
revised
Article No.
Article 5: Executive unit:
The executive units of real estate,
equipment or right-of-use assetsare the
user units, property management units
and administrative departments.
(Omitted)
Article 5: Executive unit:
The executive unit of real estate, other
fixed assetsor right-of-use assets for
business use is theuser department
and the relevant authority. The
execution units of non-business real
estate, other fixed assets and their
other The actual
business of the
company
needs to be
revised

65

Amended Provision Current Provision Description
right-of-use assets are the relevant
authoritiesand administrative
departments.
(Omitted)
Article 6: Information disclosure
(Paragraphs 1 and 1-1 have not been
amended)
VII. Asset transactions other than the
preceding six paragraphs...
however, the following
circumstances are not subject to
the restrictions:
(I) Trading of domestic
government bonds orforeign
government bonds with a
rating that is not lower than
the sovereign rating of
Taiwan.
(II) (The Paragraph 2 has not
been amended)
Article 6: Information disclosure
(Paragraphs 1 and 1-1 have not been
amended)
VII. Asset transactions other than the
preceding six paragraphs...
however, the following
circumstances are not subject to
the restrictions:
(I) Trading of domestic
government bonds.
(II) (The Paragraph 2 has not
been amended)
Cooperate
with the
competent
authority to
amend the
laws and
regulations

66

Comparison Table of Amended Provisions of the Procedures for Acquisition and

Disposal of Assets of Wei Chuan Foods Corporation (Continued)

Amended Provision Current Provision Current Provision Description
Subsidiary announcement and
declaration matters:
I. (Omitted)
II.Subsidiary that requires
announcement and regulatory
filing, the paid-in capital or
total assets of the Company
shall be the standard applicable
paid-in capital or total assets of
the subsidiary.
(Omitted)
Subsidiary announcement and
declaration matters:
I. (Omitted)
II.Subsidiary that is subject to
thepreceding paragraphand
requires announcement and
regulatory filing, the paid-in
capital or total assets of the
Company shall be the
standard applicable paid-in
capital or total assets of the
subsidiary.
(Omitted)
Article 10: Professional appraiser's
opinion
I. (Omitted)
((I)、(II)Not amended)
(III) Where any one of the following
circumstances applies with
respect to the professional
appraiser's appraisal reports,
unless all the appraisal reports
for the assets to be acquired are
higher than the transaction
price, or all the appraisal
reports for the assets to be
disposed of are lower than the
transaction price, a CPA shall
be engaged to perform the
appraisal and render a specific
opinion regarding the reason
for the discrepancy and the
fairness of the transaction
price:
(1., 2.,(IV)Not amended)
(V) In addition to using the limited
price, specific price or special
price as the reference basis for
the transaction price in the
construction industry,if there is
Article 10: Professional appraiser's
opinion
I. (Omitted)
((I)、(II)Not amended)
(III) Where any one of the
following circumstances
applies with respect to the
professional appraiser's
appraisal reports, unless all
the appraisal reports for the
assets to be acquired are
higher than the transaction
price, or all the appraisal
reports for the assets to be
disposed of are lower than the
transaction price, a CPA shall
be engaged to perform the
appraisal in accordance with
the provisions ofStatement of
Auditing Standards No. 20
published by the Accounting
Research and Development
Foundation of the ROC
(hereinafter referred to as the
“Accounting Research and
Development Foundation”)
and render a specific opinion
regarding the reason for the
discrepancy and the fairness
of the transaction price:
(1., 2.,(IV)Not amended)
(V) In addition to using the
limited price, specific price or
special price as the reference
basis for the transaction price
in the construction industry,if
Cooperate
with the
competent
authority to
amend the
laws and
regulations

“Accounting Research and
Development Foundation”)
and render a specific opinion
regarding the reason for the
discrepancy and the fairness
of the transaction price:
(1., 2.,(IV)Not amended)
In addition to using the
limited price, specific price or
special price as the reference
basis for the transaction price
in the construction industry,if

67

Amended Provision Current Provision Description
a legitimate reason for failing
to obtain a valuation report
immediately, it shall obtain the
valuation report within two
weeks from the date of the
occurrence of the fact,and
obtain the valuation report after
obtaining the valuation report.
Obtain the accountant's opinion
in this subparagraph (III)
within two weeks from the date
of the report.
II. When the company acquires or
disposes of marketable securities...,
it shall contact an accountant to
express its opinion on the
reasonableness of the transaction
price before the date of the fact.
This requirement shall not apply to
publicly quoted prices of an active
market or is otherwise regulated
by FSC.
a legitimate reason for failing
to obtain a valuation report
immediately, it shall obtain the
valuation report within two
weeks from the date of the
occurrence of the fact,and
obtain the valuation report after
II. there are justifiable reasons
for failing to obtain a
valuation report immediately.
The valuation reportand the
accountant's opinion in
Subparagraph 3of the
preceding paragraph shall be
obtained within two weeks
from the date of the
occurrence of the fact.
When the Company's acquisition
or disposal of intangible assets or
the right-of-use thereof, the
Company shall engage a certified
public accountant to render an
opinion on the reasonableness of
the transaction price prior to the
date of event.The certified public
accountant shall handle relevant
matters in accordance with the
Statement of Auditing Standards
No. 20 published by the
Accounting Research and
Development Foundation.This
requirement shall not apply to
publicly quoted prices of an active
market or is otherwise regulated
byFSC.

obtaining the valuation report.
Obtain the accountant's opinion

68

Comparison Table of Amended Provisions of the Procedures for Acquisition and Disposal of Assets of Wei Chuan Foods Corporation (Continued)

Amended Provision Current Provision Description
III. When the Company's acquisition or
disposal of intangible assets or the
right-of-use thereof, or membership
exceeds 20% of the Company’s
paid-in-capital or NT$ 3 billion,
unless the transaction is conducted
with domestic government bodies,
the Company shall engage a
certified public accountant to render
an opinion on the reasonableness of
the transaction price prior to the
date of event.
(Omitted)
III. When the Company's acquisition
or disposal of intangible assets or
the right-of-use thereof, or
membership exceeds 20% of the
Company’s paid-in-capital or NT$ 3 billion, unless the transaction is
conducted with domestic
government bodies, the Company
shall engage a certified public
accountant to render an opinion on
the reasonableness of the
transaction price prior to the date
of event.The certified public
accountant shall handle relevant
matters in accordance with the
Statement of Auditing Standards
No. 20 published by the
Accounting Research and
Development Foundation.
(Omitted)
Article 10-1: The valuation report
obtained by the Company...should
meet the following requirements:
(I-IIINot amended)
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shallcomply with
the self-regulatory rules of the industry
associations to which they belong and
with the following provisions:
(INot amended)
II. Whenconductinga case, they shall
appropriately plan and execute
adequate working procedures, in
order to produce a conclusion and
use the conclusion as the basis for
issuing the report or opinion. The
related working procedures, data
collected, and conclusion shall be
fully and accurately specified in the
case working papers.
III. They shall undertake an item-by-
item evaluation of the
appropriatenessand reasonableness
of the sources of data used, the
parameters,and the information,as
Article 3-1: The valuation report
obtained by the Company...should
meet the following requirements:
(I-IIINot amended)
When issuing an appraisal report or
opinion, the personnel referred to in
the preceding paragraph shall comply
with the self-regulatory rules of the
industry associations to which they
belong and with the following
provisions:
(INot amended)
II. Whenreviewingaudit
assignments, they shall plan and
implement appropriate operating
procedures to draw a conclusion
as the basis of producing a report
or expressing an opinion; and
maintain a full record of the
implementation procedures,
gathered data, and conclusions in
the worksheet.
III. They shall assess theintegrity,
correctnessand reasonableness of
the data sources, parameters and
information used on a case-by-
Cooperate
with the
competent
authority to
amend and
adjust the laws
and
regulations

69

Amended Provision Current Provision Description
the basis for issuance of the
appraisal report or the opinion.
IV. They shall issue a statement
attesting to the professional
competence and independence of
the personnel who prepared the
report or opinion, and that they
have evaluated and found that the
information used isappropriateand
reasonable, and that they have
complied with applicable laws and
regulations.
IV. case basis as the basis for issuing
appraisal reports or written
opinions.
The declaration shall include the
professionalism and independence
of the relevant personnel, the
assessment of the reasonableness
and correctnessof the information
used and the compliance with the
relevant laws and regulations.
Article 12: Other matters needing
attention.
I.
This Company should disclose its
publication in the footnote of its
financial
statements if the acquisition or
disposal of assets reaches the
standard required for publication as
specified in Article6hereof and the
counter party of the transaction is a
related party.
(Omitted)
Article 12: Other matters needing
attention.
I.
This Company should disclose its
publication in the footnote of its
financial
statements if the acquisition or
disposal of assets reaches the
standard required for publication
as specified in Article7hereof and
the counter party of the
transaction is a related party.
(Omitted)
The actual
business of the
company
needs to be
revised

70

Election Items

71

Election Items

Proposed by the Board of Directors

Proposal: To re-elect the Directors of the Company's Board of Directors.

Explanation:

  • I. The 43rd Board of Directors of the Company will expire on June 26, 2022. According to Article 195 of the Company Act, when the term of a Director expires and is not due for re-election, the executive duties of the Director shall be extended until the re-elected Director takes office. It is proposed to elect 9 Directors (including 3 Independent Directors) of the 44th Board of Directors in accordance with Article 17 of the Company's “Articles of Incorporation”.

  • II. The Company adopted the nomination system to elect the Directors and 9 Directors (including 3 Independent Directors) were elected by the shareholders' meeting. The term of office of the new directors is 3 years, from June 29, 2022 until June 28, 2025.

  • III. The list of candidates for Directors (including Independent Directors) was approved by the resolution of the Board of Directors on March 23, 2022. Please refer to the next page for details of the candidates.

Resolution:

72

List of Candidates for Directors

List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors
Name Education Experience Current Position Number of
Shares
Held
KONG CHING
CORP. LTD.
Representative:
Chen, Hung-Yu
 Master's
degree,
Graduate
Institute of
Management,
National
Taiwan
University of
Science and
Technology



 General Manager, OK mart
 General Manager, LaiLai
Logistics Co., Ltd.
 Lecturer, Department of
Business Administration,
National Taipei University
of Business
 Lecturer, Department of
Food Nutrition and Health
Biotechnology, Shih Chien
University
 Chairman, Wei
Chuan Foods
Corporation
35,880,000
KONG CHING
CORP. LTD.
Representative:
Chien, Pei-
Hsiang

 PhD in
Business
Administration,
National Chung
Cheng
University
 PhD in
Business
Administration,
National
Chengchi
University


 Chief of Staff, The CID
Group Ltd.
 Director, HSBC Global
Asset Management
(Taiwan) Limited
 Business Director, Prince
Housing & Development
Corporation

 Chairman, The
Omni-Power
Investment
Management
Consulting Co.,
Ltd.
 Director, Taiwan
Star Telecom
Corporation
Limited
35,880,000
Hsueh, Kuang-
Chi
 Graduated from
the Department
of Business
Administration,
National
Taiwan
University
 General Manager, Rikkei
Trading Corporation


 Chairman, Rikkei
Trading
Corporation
 Chairman, Power
Stars Investment
Limited
 Supervisor,
Hongshu
Investment Co.,
Ltd.
30,000
KONG
SHENG
INVESTMENT
CORP.
Representative:
 National
Taiwan
University
MBA and
Fudan
 Chief Financial Officer,
Vice President and
Executive Director, Tingyi
(Cayman Islands) Holding
Corporation

 Chairman, Taiwan
Star Telecom
Corporation
Limited
 Chairman,Ting
36,688,000

73

List of Candidates for Directors

List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors
Name Education Experience Current Position Number of
Shares
Held
Lin, Ching-
Tang
University
EMBA
 Bachelor of
Accounting,
Soochow
University



 Finance Department
Associate/Chief
Accountant, General Food,
Taiwan and Guangzhou
 Accounting/Administration
Manager, Nestlé Taiwan
Group
 Assistant Manager of the
Audit Department, Oriental
Union Chemical
Corporation
 Accounting Supervisor,
Grand Pacific Petrochem
Corporation







An Co., Ltd.
 Chairman, Hexun
Investment Co.,
Ltd.
 Chairman, Win
Many Holdings
Limited
 Chairman,
Kangzheng Co.,
Ltd.
 Chairman, Kong
Sheng Investment
Corp.
 Chairman, Kong
Fa Investment
Corp.
 Chairman,
Kangqing Co.,
Ltd.
 Chairman,
Kangchao Co.,
Ltd.
 Chairman, Vigor
Kobo Co.,Ltd.
KONG
SHENG
INVESTMENT
CORP.
Representative:
Lin, Chien-
Hung
 Graduated from
Department of
Psychology,
National
Taiwan
University




 CEO, FamilyMart
(Mainland China)
 Operating Partner, Baring
Private Equity Asia Limited
 Executive Vice President,
B&Q (China) Investment
Co., Ltd.
 Chief Operating Officer,
Shanghai Kangcheng
Warehousing Company
(Tesco China)
 Deputy General Manager,
Wei Chuan Foods
Corporation
 Consultant,
FamilyMart
(Mainland China)
36,688,000

74

List of Candidates for Directors

List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors
Name Education Experience Current Position Number of
Shares
Held
 Site Procurement Lead, RT
Mart
 President Chain Store
Corporation Merchandise
Supervisor
JU QING
INVESTMENT
CO., LTD.
Representative:
Hsien, Mon-
Chang
 Master of
International
Affairs,
Columbia
University
 Legal representative,
Juqing Investment Co., Ltd.





 Chairman,
Synmax
Biochemical Co.,
Ltd.
 Vice Chairman,
Taitung
Enterprise
Corporation
 Director, Taiwan
Ichibanya Inc.
 Director, Elite
Material Co. Ltd.
 Chairman, Food
Industry Research
and Development
Institute
 Supervisor, Royal
International
Corporation
1,050,000
Chen, Shun-
Ping
 Master of
Business
Administration,
Rutgers
University
 Manager, GNDC Co., Ltd.

 Director and
General Manager
of General
Management
Services, WIN
Semiconductors
Corporation
 Representative of
juristic person
director, Wenying
Venture Capital
Co., Ltd.
 Representative of
juristicperson
0

75

List of Candidates for Directors

List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors List ofCandidatesfor Directors
Name Education Experience Current Position Number of
Shares
Held
director, Phalanx
Biotech Group
 Representative of
juristic person
director, New
Future Capital
 Representative of
juristic person
supervisor, The
development of a
value Venture
Capital Co.,Ltd.
Li, Zhi-Ping

 Master of
Business
Administration-
Finance,
National
Taiwan
University
 Bachelor of
Finance,
National
Taiwan
University


 Chief Financial Officer,
EnTie Commercial Bank
 Vice President, Lehman
Brothers Holdings Inc.
Investment Banking
Department of the
Company's Taiwan Branch

 Executive
Director, The
Taiwan
Entrepreneurs
Fund Limited
0
Song, Jun-
Ming
 Master
of
Business
and
Administration
Institute,
University
of
Missouri




 Executive Partner,
Richfund Ventures Limited
 Deputy General Manager,
Hoshin GigaMedia Center
Inc.
 General Manager, Lite-Ob
Technology Corporation
 Greater China Chief
Operating Officer and
Taiwan General Manager,
BeXcom
 Manager of Overseas
Business Department,
CITIC Securities Co.,Ltd.
 Chief Financial
Officer, FD
International
Medical & Health
Group Co., Ltd.
0

76

Other Items

77

Other Items

Proposed by the Board of Directors

Proposal: To lift the restrictions on non-competition for appointed directors and their representatives.

Explanation:

  • I. According to Article 209 of the Company Act: “A director who engages in any transaction for himself or on behalf of another person that is within the scope of the company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent.”

  • II. 9 Directors (including 3 Independent Directors) were elected on the 44th Board of Directors of the general meeting of shareholders are elected, and their non-compete restrictions are to be lifted in accordance with the law. Details of their concurrent positions are shown on the next page.

Resolution:

78

List of Directors (including Independent Directors) who intend to lift

the non-compete restrictions

No. Name of Director Currently holding positions in other companies
whointendtolift thenon-competerestrictions
1 KONG CHING CORP. LTD.
Representative: Chien, Pei-Hsiang

 Chairman, The Omni-Power Investment
Management Consulting Co., Ltd.
 Director, Taiwan Star Telecom Corporation
Limited
2 KONG SHENG INVESTMENT
CORP.
Representative: Lin, Ching-Tang









 Chairman, Taiwan Star Telecom Corporation
Limited
 Chairman, Ting An Co., Ltd.
 Chairman, Hexun Investment Co., Ltd.
 Chairman, Win Many Holdings Limited
 Chairman, Kangzheng Co., Ltd.
 Chairman, Kong Sheng Investment Corp.
 Chairman, Kong Fa Investment Corp.
 Chairman, Kangqing Co., Ltd.
 Chairman, Kangchao Co., Ltd.
 Chairman,Vigor Kobo Co.,Ltd.
3 JU QING INVESTMENT CO.,
LTD.
Representative: Hsien, Mon-Chang



 Chairman, Synmax Biochemical Co., Ltd.
 Vice Chairman, Taitung Enterprise Corporation
 Director, Taiwan Ichibanya Inc.
 Director,EliteMaterialCo.Ltd.
4 Hsueh, Kuang-Chi

 Chairman, Rikkei Trading Corporation
 Chairman,PowerStarsInvestment Limited
No. Name of the Independent Director Currently holding positions in other companies
whointendtolift thenon-competerestrictions
1 Chen, Shun-Ping



 Director and General Manager of General
Management Service Office of WIN
Semiconductors Corporation
 Representative of juristic person director,
Wenying Venture Capital Co., Ltd.
 Representative of juristic person director,
Phalanx Biotech Group
 Representative of juristic person director, New
Future Capital
2 Song, Jun-Ming
 Chief Financial Officer, FD International
Medical&HealthGroup Co.,Ltd.
3 Li, Zhi-Ping
 Executive Director, The Taiwan Entrepreneurs
FundLimited

79

Appendices

80

Appendix I

Articles of Association of Wei Chuan Foods Corporation

Chapter I General Provisions

  • Article 1 The Company is established in accordance with the provisions of the Company Act, with the name Wei Chuan Foods Corporation.

  • Article 2 The Company undertakes the following businesses: I. A102080 Gardening services II. A401010 Animal farm operation III. A401020 Livestock and poultry rearing IV. C102010 Dairy products manufacturing V. C103050 Canned, frozen, dehydrated and pickled food manufacturing VI. C104010 Candy making VII. C104020 Baked and steamed food manufacturing VIII. C105010 Edible fat and oil manufacturing IX. C106010 Flour milling X. C109010 Seasoning manufacturing XI. C110010 Beverage manufacturing XII. C114010 Food additives manufacturing XIII. C199010 Flour and noddle product manufacturing XIV. C199020 Edible ice manufacturing XV. C199030 Instant food manufacturing XVI. C199040 Bean processed food manufacturing XVII. C199990 Other unclassified food manufacturing XVIII. C201010 Feedstuff manufacturing XIX. F101990 Wholesale of other agricultural, husbandry and aquatic products XX. F102020 Wholesale of edible fat and oil XXI. F102030 Wholesale of alcohol and tobacco XXII. F102040 Wholesale of beverage XXIII. F102170 Wholesale of food and miscellaneous goods XXIV. F103010 Wholesale of feedstuffs XXV. F121010 Wholesale of food additives XXVI. F201990 Retail of other agricultural, animal and aquatic products XXVII. F202010 Retail of feedstuffs XXVIII. F203010 Retail of food, miscellaneous goods and beverage XXIX. F203020 Retail Sale of Tobacco and Alcoholic Drinks

81

XXX. F203020 Retail of alcohol and tobacco
XXXI. F221010 Retail of food additives
XXXII. F301020 Supermarket
XXXIII. F399010 Convenience store
XXXIV. F399040 Non-store retailing
XXXV. F399990 Other comprehensive retail business
XXXVI. F401010 International trade
XXXVII. F501030 Beverage store
XXXVIII. F501060 Restaurant
XXXIX. H701010 Residence and building development, rental and sale
XL. H701020 Industrial plant development, rental and sale
XLI. H701040 Special field development
XLII. H701050 Investment in public construction
XLIII. J302010 Press release
XLIV. J303010 Magazine (periodical) publishing
XLV. J304010 Book publishing
XLVI. J601010 Art and cultural services
XLVII. J602010 Performance
XLVIII. J603010 Livehouse
XLIX. J701010 Video game places
L. J701020 Amusement park
LI. J901020 Average hotel
LII. J901011 Tourist hotel
LIII. J904011 Tourism and recreation
LIV. A102041 Leisure agriculture
LV. C802041 Western medicine manufacturing
LVI. C802051 Chinese herbal medicine manufacturing
LVII. F108011 Wholesale of Chinese herbal medicine
LVIII. F108021 Wholesale of western medicine
LIX. F208011 Retail of Chinese herbal medicine
LX. F208021 Retail of western medicine
Article 2-1 The Company shall make guarantee for external parties. Such guarantee
shall be made in accordance with the operational procedures for making
endorsements/guarantees of the Company.
Article 2-2 The Company's total re-investment shall not be restricted by Article 13 of
the Company Act.
Article 2-3 The Company's funds shall not be loaned to shareholders or others,

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unless in the following circumstances:

  • I. There are business transactions between the parent company and subsidiaries.

  • II. It is necessary to allocate funds between the patent company and subsidiaries in a short term.

The financing amount shall not exceed 40% of the Company's net value. Article 3 The Company is established in Taipei City and may establish branches at home or abroad.

Article 4 The Company's public notice shall be in accordance with the provisions of Article 28 of the Company Act.

Chapter II Shareholding

Article 5 The total capital of the Company is NT$8 billion. It is divided as 800,000,000 shares, with a par value of NT$10 per share, and the Board of Directors is authorized to issue the shares. In the event of increase of capital by issuance of new shares, the shares shall be issued with a value exceeding the face amount.

Article 6 The Company's shares shall be registered shares. They shall be affixed with the signature or seal of the director representing the Company, and be duly certified or authenticated according to law before issuance thereof.

The Company may be exempted from printing any stock certificate for the shares issued.

The Company shall appoint a centralized securities depository enterprise to register the shares issued in accordance with the preceding paragraph. Article 7 Shareholders shall fill in signature cards and submit them to the Company's shareholder services agent, and in the event of receiving of dividends and other benefits and exercise of stock rights in writing, the signature cards shall be used as evidence.

Article 8 The transfer, inheritance, bestowal, loss or damage of shares shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

Chapter III Shareholders' Meeting

Article 9 The Company's shareholders' meetings comprise of two types: General shareholders' meeting and special shareholders' meeting. General shareholders' meetings shall be convened once a year within six months

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from the end of each fiscal year. Special shareholders' meetings may be convened when necessary.

  • Article 10 A notice shall be given to each shareholder no later than 30 days prior to the general shareholders' meeting and no later than 15 days prior to the special shareholders' meeting, and the meeting date, meeting place and reason for convening shall be publicly announced and notified to shareholders.

  • Article 11 The Company shall stop registration for transfer of shares within 60 days before each general shareholders' meeting, 30 days before each special shareholders' meeting or 5 days before the base date for distribution of dividends or other benefits.

  • Article 12 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent a majority of the total number of issued shares.

  • Article 13 Unless otherwise stated in the Company Act, a shareholder shall have one vote for each share held.

  • Article 14 The meeting minutes shall be made for resolutions made at a shareholders' meeting, be affixed with the signature or seal of the chairman of the board of shareholders, and distributed to shareholders within 20 days after the meeting. The Company may distribute the meeting minutes by means of a public announcement.

  • The meeting minutes mentioned in the preceding paragraph may be made and distributed electronically.

  • Article 15 The Chairman of the Board shall chair shareholders' meetings. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf. If none has been designated by the Chairman, a director shall be elected to act on the Chairman's behalf from among all directors. For a shareholders' meeting convened by any person having the convening right other than the Board of Directors, such person shall act as the chairman of that meeting. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

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Chapter IV Board of Directors

  • Article 16 The Company shall have 9 to 13 directors who shall be elected by the board of shareholders from the competent candidates. At least three independent directors shall be set among the directors and the number of independent directors shall be no less than one fifth of the total number of directors.

  • The total shareholding ratio of all directors mentioned in the preceding paragraph shall be subject to relevant regulations of the competent authority.

  • Article 16-1 The election of directors (including independent directors) of the Company shall adopt the candidate nomination system, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates.

  • The method of nomination and election of director candidates shall be subject to the provisions of relevant laws. Independent and nonindependent directors shall be elected at the same time, but in separately calculated numbers.

  • Article 16-2 The Company shall establish an Audit Committee according to the provisions of Article 14-4 of the Securities and Exchange Act, the Audit Committee shall compose the entire number of independent directors, and the number of the Audit Committee shall be no less than three, among which one member acts as the convener and at east one member shall have expertise in accounting or finance.

  • Provisions on supervisors in the Securities and Exchange Act, Company Act and other laws shall apply mutatis mutandis to the Audit Committee set by the Company.

  • Article 17 The term of office of directors of the Company is 3 years, and the directors are eligible for re-election.

  • In the event that one third of the directors or more are vacant from their positions, the Board of Directors shall call for a special shareholders' meeting to fill the vacancy within 60 days.

  • The Board of Directors is authorized to determine the remuneration of directors based on the degree of the directors' involvement in and contribution to operations of the Company as well as the general remuneration standard of the industry. The traffic allowance shall be determined by the Board of Directors.

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  • Article 18 The Board of Directors meeting shall be organized by directors, and a chairman shall be elected from among the directors by a majority vote at a meeting attended by over two thirds of the directors, and a vice chairman shall be elected in the same manner.

  • The chairman of the Board of Directors shall internally chair the shareholders' meetings and meetings of the Board of Directors, and externally represent the Company and exercise his/her functions and powers according to law.

  • Article 19 The reasons for calling a Board of Directors meeting shall be notified to each director 7 days in advance. In emergency circumstances, however, a meeting may be called on shorter notice.

  • The notice on calling a Board of Directors meeting may be effected in writing, by email or by fax.

  • Article 20 The Board of Directors shall set various functional committees, each of which shall set its articles of organization, and the articles of organization shall be approved after resolution at the Board of Directors meeting. Functional committees shall be responsible towards the Board of Directors and submit their proposals to the Board of Directors.

  • Article 21 The Chairman of the Board shall chair meetings of the Board of Directors. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf. If none has been designated by the Chairman, a director shall be elected to act on the Chairman's behalf from among all directors.

  • Directors shall attend board meetings in person. However, if a director is unable to attend a board meeting for a particular reason, he/she may appoint another director to serve as proxy to attend the meeting, and only one proxy can be appointed.

  • If a board meeting is held by means of video conference, directors who attend the board meeting by such means shall be deemed to have attended such meeting in person.

  • Article 22 Except for the matters to be decided at shareholders' meetings as required by the Company Act or the Articles of Association, the execution of business of the Company shall be resolved by the Board of Directors. Except as otherwise stipulated by the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors present

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at a meeting attended by a majority of the directors.

  • Article 22-1 The Company shall purchase liability insurance for directors with respect to the liability for damage to be assumed according to law when performing their duties during the directors' term of office, so as to reduce and spread the risk of material damage to the Company and shareholders arising from the directors' wrongdoing or negligence.

  • The Board of Directors is authorized to decide on the matters related to purchase of the liability insurance for directors.

Chapter V Manager

  • Article 23 The Company shall have several managers, whose appointment, discharge and remuneration shall be handled in accordance with the provisions of Article 29 of the Company Act.

  • Article 24 The managers shall take full charge of all relevant businesses of the Company in accordance with instructions of their superiors.

Chapter VI Accounting

  • Article 25 The fiscal year of the Company shall begin on Jan. 1 and end on Dec. 31 of each year. At the end of December of each year, the accounts of the Company shall be closed.

  • Article 26 Upon closing of each fiscal year of the Company, the Board of Directors shall prepare the following statements and submit them to the general shareholders' meeting according to the statutory procedure:

  • (I) Business report.

  • (II) Financial statements

  • (III) Proposal for distribution of earnings or loss recovery.

  • Article 27 If the Company has gained profits within a fiscal year, no less than 1% of the profits shall be reserved as employees' remuneration including the employees of the Company's subsidiaries meeting certain conditions, and the remuneration shall be distributed in cash. The Company may reserve at most 5% of the aforesaid profits as directors' remuneration, and the remuneration shall be distributed in cash.

  • Proposals for the distribution of the aforementioned employees' and directors' remuneration shall be adopted by agreement of a majority of directors present, who represent two thirds or more of the directors, and be submitted to the board of shareholders. In case of accumulated loss,

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the Company shall reserve a specific amount to make up for losses. It shall then distribute employees and directors’ remuneration according to aforementioned ratios.

  • Article 27-1 The Company is in a traditional delicate industry. If the Company has earnings after the accounts are closed for a fiscal year, it shall first pay the business income tax according to law and make up for the previous year's losses, and then reserve 10% as statutory surplus reserve and reserve or reverse the rest as special surplus reserve. If there are still earnings left, they shall be combined with accumulated undistributed earnings of the previous year, and the Board of Directors will make proposals for distribution or retention of earnings and submit them to the board of shareholders for resolution. The distribution of dividends shall be based on the proportion of shares held by each shareholder.

  • The Company shall take into account investment and development, evaluation of the investment environment and shareholders' interests and distribute dividends of shareholders at a rate no less than 50% of the net profit of the current period. Only when the net profit of the current period is less than 50% of the total amount of paid-up capital, dividends may not be distributed; dividends shall be distributed to shareholders in cash or in the form of shares, and cash dividends shall not be less than 50% of the total number of stock dividends.

  • The Company may, by a resolution adopted by a majority of the directors present who represent two thirds or more of the total number of directors, distribute all or part of dividends distributable in cash, which shall be reported to the board of shareholders.

Chapter VII Supplementary Provisions

  • Article 28 The matters not covered in the Articles of Association shall be handled according to the provisions of the Company Act, Securities and Exchange Act and other relevant laws.

  • Article 29 The Articles of Association was established on Jul. 1, 1953. The 1st amendment was on Feb. 28, 1954.

  • The 2nd amendment was on Nov. 21, 1954.

  • The 3rd amendment was on Jul. 31, 1955.

  • The 4th amendment was on Oct. 16, 1955. The 5th amendment was on Feb. 24, 1957.

  • The 6th amendment was on Nov. 30, 1958.

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The 7th amendment was on Feb. 28, 1959. The 8th amendment was on Aug. 31, 1960. The 9th amendment was on Aug. 31, 1961. The 10th amendment was on Aug. 31, 1962. The 11th amendment was on Feb. 28, 1963. The 12th amendment was on Aug. 31, 1963. The 13th amendment was on Mar. 31, 1964. The 14th amendment was on Aug. 31, 1964. The 15th amendment was on Mar. 31, 1965. The 16th amendment was on Mar. 31, 1967. The 17th amendment was on Jun. 20, 1968. The 18th amendment was on May 20, 1969. The 19th amendment was on Apr. 25, 1970. The 20th amendment was on Apr. 24, 1971. The 21st amendment was on Mar. 25, 1972. The 22nd amendment was on Mar. 24, 1973. The 23rd amendment was on Nov. 24, 1973. The 24th amendment was on Mar. 30, 1974. The 25th amendment was on Apr. 12, 1975. The 26th amendment was on Mar. 25, 1976. The 27th amendment was on Apr. 9, 1977. The 28th amendment was on Mar. 25, 1978. The 29th amendment was on Mar. 24, 1979. The 30th amendment was on Mar. 28, 1980. The 31st amendment was on Mar. 28, 1981. The 32nd amendment was on Apr. 3, 1982. The 33rd amendment was on Jun 14, 1983. The 34th amendment was on Apr. 7, 1984. The 35th amendment was on May 4, 1985. The 36th amendment was on Apr. 26, 1986. The 37th amendment was on Apr. 25, 1987. The 38th amendment was on Apr. 15, 1989. The 39th amendment was on Apr. 28, 1990. The 40th amendment was on Jun. 24, 1991. The 41st amendment was on Jun. 4, 1992. The 42nd amendment was May 21, 1993. The 43rd amendment was on Jun. 4, 1994. The 44th amendment was on Jun. 12, 1995.

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The 45th amendment was on Jun. 11, 1996. The 46th amendment was on Jun. 28, 1997. The 47th amendment was on May 30, 1998. The 48th amendment was on Jun. 25, 1999. The 49th amendment was on Jun. 21, 2000. The 50th amendment was on Jul. 26, 2001. The 51st amendment was on Jun. 27, 2002. The 52nd amendment was on Jun. 27, 2003. The 53rd amendment was on Jun. 25, 2008. The 54th amendment was on Jun. 26, 2009. The 55th amendment was on Jun. 17, 2010. The 56th amendment was on Jun. 22, 2012. The 57th amendment was on Jun. 26, 2014. The 58th amendment was on Jun. 24, 2015. The 59th amendment was on Jun. 28, 2016. The 60th amendment was on Jun. 27, 2019.

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Appendix II

Rules of Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation

Amended and approved at the general shareholders' meeting on Aug.31, 2021.

  • Article 1 The shareholders' meetings of the Company, except as otherwise provided by laws and regulations or the Articles of Association, shall be in accordance with these Rules.

  • Article 1-1 Unless otherwise provided by laws and regulations, the shareholders' meetings of the Company shall be convened by the Board of Directors. The Company shall prepare electronic versions of the shareholders' meeting notice, proxy forms, reasons and explanation data of relevant proposals for ratification, discussions or proposals for election or dismissal of directors, and send them to the Market Observation Post System. The Company shall prepare electronic versions of the meeting handbook and supplementary meeting materials and send them to the Market Observation Post System 21 days before the general shareholders' meeting or 15 days before the special shareholders' meeting. The Company shall prepare the meeting handbook and supplementary meeting materials 15 days before a shareholders' meeting and make them available for review by shareholders at any time, display them in the Company and the professional shareholder services agency appointed by the Company, and distribute them at the site of the shareholders' meeting. The reason for convening a shareholders' meeting shall be indicated on the notice and announcement; the notice may be given electronically with the consent of the counterparty.

  • 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

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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 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.

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  • 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.

  • Article 2 The Company shall indicate on the meeting notice the check-in time and location and other matters for attention.

  • The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel shall be assigned to handle the registrations.

Shareholders and their proxies (hereafter collectively referred to as "shareholders") shall attend shareholders' meetings with attendance cards, sign-in cards, or other certificates of attendance. The Company shall not require arbitrarily providing other evidentiary documents for shareholders' attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall provide attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished.

Attending shareholders shall hand in attendance cards. When necessary,

the Company shall verify the identification documents of attending shareholders.

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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 by correspondence or electronically.

  • Article 3 Attendance and voting at a shareholders' meeting shall be calculated based on the number of shares.

  • Article 4 When a juristic person is appointed to attend a shareholders' meeting as proxy, it may designate only one person to represent it at the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

  • 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 into full account with respect to the place and time for convening a shareholders' meeting.

  • Article 6 The Company may appoint its attorneys, certified public accountants (CPA), or other related persons to attend a shareholders' meeting in a non-voting capacity.

  • Personnel handling the shareholders' meeting shall wear identification cards or armbands.

  • Article 7 The Chairman of the Board shall chair shareholders' meetings if the meetings are convened by the Board of Directors. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf. If none has been designated by the Chairman, a director shall be elected to act on the Chairman's behalf from among all directors.

  • Where a director is to chair the meeting as described in the preceding paragraph, such director shall have that position for at least six months and be familiar with the financial and business conditions of the Company. The same principle applies for representatives of juristic person directors.

  • Shareholders' meetings convened by the Board of Directors shall be chaired by the Chairman of the Board in person and attended by a majority of the directors in person and by at least one member of each functional committee, and the attendance details shall be recorded in the

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minutes of the shareholders' meeting.

For a shareholders' meeting convened by any person having the convening right other than the Board of Directors, such person shall act as the chairman of that meeting. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

  • 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, and 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. 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.

  • 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.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all

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shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.

  • When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

  • Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chair.

  • A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

  • When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

  • Article 11 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

  • If the shareholder's speech violates the rules of the preceding paragraph or exceeds the scope of the agenda item, the chair may terminate the speech.

  • Article 12 After an attending shareholder has spoken, the chair may respond in person or designate a relevant member of personnel to respond.

  • 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.

  • Article 14 Unless otherwise provided for in the Company Act and the Articles of Associations, resolutions shall be adopted by a majority vote of the shareholders present.

  • Article 15 A shareholder shall be entitled to one vote, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.

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When a shareholder appoints a proxy to attend the shareholders' meeting and one person is concurrently appointed as proxy by two or more shareholders, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

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, 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

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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.

  • Article 17 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

  • Article 18 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

  • Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results and the number of votes, including weights, shall be announced on-site immediately and recorded.

  • 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.

  • The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, it shall be retained until the conclusion of the litigation.

  • Article 20 The meeting minutes shall be made for resolutions made at a shareholders' meeting, be affixed with the signature or seal of the chairman of the board of shareholders, and distributed to shareholders within 20 days after the meeting. The meeting minutes may be made and distributed electronically.

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The Company may distributed the meeting minutes mentioned in the preceding paragraph by means of a public announcement made through the Market Observation Post System.

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 shall be kept for the duration of existence of the Company.

  • Article 21 On the day when the shareholders' meeting is convened, the Company shall compile a statistical statement of the number of shares obtained by the solicitor and the number of shares represented by proxies, according to the stipulated format, and disclose the statistics clearly at the venue of the shareholders' meeting.

  • If the matters put to a resolution at the shareholders' meeting are material information under applicable laws or regulations and rules of Taiwan Stock Exchange Corporation regulations (GreTai Securities Market), the Company shall upload the content of such resolution to the Market Observation Post System within the stipulated time.

Article 22 When a meeting is in progress, the chair may announce a break based on time consideration.

  • Article 23 The Company shall make an uninterrupted audio and video recording of the shareholders' registration process, proceedings of the meeting and the voting and vote counting process, from the time when it accepts shareholder attendance registrations.

  • The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, it shall be retained until the conclusion of the litigation.

  • Article 24 The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear armbands bearing the word "Proctor".

At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructs the proceedings, and refuses to heed calls to stop,

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the chair may direct the proctors or security personnel to escort the shareholder out from the venue of the meeting.

  • 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.

  • Article 26 The Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

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Appendix III

Measures for Election of Directors of Wei Chuan Foods Corporation

Amended and approved at the general shareholders' meeting on Aug. 31, 2021.

Article 1 The election of directors of the Company shall be in accordance with the provisions of these Measures.

  • Article 1-1 The qualifications of independent directors of the Company shall comply with the provisions of Articles 2, 3 and 4 of the "Measures for the Establishment of Independent Directors of Public Companies and Matters to Be Followed".

  • The election of independent directors of the Company shall be in accordance with the provisions of Articles 5 and 6 of the "Measures for the Establishment of Independent Directors of Public Companies and Matters to Be Followed" and Article 24 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".

  • Article 1-2 Election of directors of the Company adopts a candidate nomination system and shall be in accordance with the provisions of Article 192-1 of the Company Act.

  • Article 2 The registered cumulative voting system shall be adopted for election of directors of the Company. The attendance card number shall be printed on the ballots for registration of electors. In the election of directors of the Company, each share shall be entitled to the same voting rights as those represented by the number of directors to be elected, and one director may be elected intensively or several directors may be elected respectively.

Article 3 Before the election, the chairman shall designate a number of vote counting personnel and vote monitoring personnel who are also shareholders, to perform their duties accordingly.

Article 4 For the election of directors, the Board of Directors shall set ballot boxes, which shall be examined in public by the vote monitoring personnel before the ballots are cast.

Article 5 Directors of the Company shall be elected by the board of shareholders from the competent candidates, the voting rights of independent and nonindependent directors shall be calculated separately according to the number of positions stipulated in the Articles of Association, the persons

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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.

  • Article 6 The Board of Directors shall prepare ballots of the same number as that of directors to be elected, number the ballots according to the attendance certificate number, fill in the number of weight of voting rights, and distribute the ballots to shareholders attending the shareholders' meeting.

  • Article 7 (Deleted)

  • 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 is found 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.

  • Article 9 After casting of ballots, the ballot box shall be opened to count the ballots on the spot, and the ballot counting result shall be announced by the chair or the personnel designated by the chair, including the names of those elected as directors and independent directors and the number of weight of votes with which they were elected.

  • The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, it shall be retained until the conclusion of the litigation.

  • Article 10 The Board of Directors shall send a notice of election to the persons elected as directors and independent directors.

  • Article 11 The matters not covered in the Measures shall be handled according to the Company Act and other relevant laws and regulations.

  • Article 12 The Measures, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

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Appendix IV

Procedures for Acquisition and Disposal of Assets of Wei Chuan Foods

Corporation

  • Amended and approved at the general shareholders' meeting on Jun. 27, 2019.

  • Article 1 Formulation of the purpose

  • In order to strengthen the company's asset management, safeguard the rights and interests of shareholders, protect the interests of investors, and implement information disclosure, it is formulated in the Operating Procedures in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" of the competent authority and the relevant provisions of Article 36-1 of the Securities and Exchange Act.

  • Article 2 Asset range

  • The scope of application of assets referred to in this operating procedure is as follows:

  • I. Shares, government bonds, corporate bonds, bank debentures, securities that represent fund entitlements, depository receipts, call/put options, beneficiary securities, and asset-backed securities.

  • II. Real estate (including land, houses and buildings, investment real estate, and inventories in the construction industry) and equipment.

  • III. Membership.

  • IV. Patents, copyrights, trademarks, licenses and other intangible assets.

  • V. Right-of-use assets

  • VI. Creditor's rights of financial institutions (including receivables, discounted foreign exchange purchases and loans, and collections).

  • VII. Derivatives.

  • VIII.Assets acquired or disposed of by legal merger, division, acquisition or transfer of shares.

  • IX. Other important assets.

  • Article 3 Terminology

  • I. Date of event: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, and dates of boards of directors resolutions, or another date that can confirm the transaction counterpart or monetary amount, whichever date is earlier. For investments that are subject to the approval of the competent authorities, one of the dates of event referred to above or

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the date of approval by the competent authorities whichever is earlier or sooner shall prevail.

  • II. Professional Appraiser: Refers to a real property appraiser or other people duly authorized by law to engage in the value appraisal of real estates and equipment.

  • III. Related parties and subsidiaries: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • IV. Within a year: Refers to a period of one year calculated retroactively from the date of event of the transaction. Amounts already publicly announced are exempted from inclusion in the calculation.

  • V. Most recent financial statements: Refers to the financial reports certified or reviewed by certified public accountants and published before the acquisition or disposal of the assets.

  • VI. Derivatives: Refers to a forward contract, option contract, futures contract, leveraged margin contract, the value of which is derived from a specific interest rate, financial instrument price, commodity price, exchange rate, price or rate index, credit rating or credit index, or other variable exchange contract. A combination of the above contracts, or a combined contract or structured commodity embedded in derivative commodities. The so-called forward contracts do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and longterm purchase (sale) contracts.

  • VII. Assets acquired or disposed of by legal merger, division, acquisition or transfer of: Refers to assets acquired or disposed of through merger, division or acquisition in accordance with the Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or the issuance of new shares in accordance with the provisions of Article 156-3 of the Company Act to be transferred to others Company shares (hereinafter referred to as the transferee of shares).

  • VIII.“Mainland China area investment”: Refers to investments conducted according to the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area issued by the Ministry of Economic Affairs Investment Commission.

  • Article 3-1 Regarding the appraisal reports or opinions of the certified public accountants, lawyers, or securities underwriters, the professional

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appraisers, and their appraisers, certified public accountants, lawyers, or securities underwriters shall comply with the following:

  • I. Have not previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since the completion of service of the sentence, since the expiration of the period of a suspended sentence, or since a pardon was received.

  • II. Not a related party or de facto related party of the transaction counterpart.

  • III. If the Company is required to obtain appraisal reports from two or more professional appraisers, the professional appraisers or appraisers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:

  • I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

  • II. When reviewing audit assignments, they shall plan and implement appropriate operating procedures to draw a conclusion as the basis of producing a report or expressing an opinion; and maintain a full record of the implementation procedures, gathered data, and conclusions in the worksheet.

  • III. They shall assess the integrity, correctness and reasonableness of the data sources, parameters and information used on a case-by-case basis as the basis for issuing appraisal reports or written opinions.

  • IV. The declaration shall include the professionalism and independence of the relevant personnel, the assessment of the reasonableness and correctness of the information used and the compliance with the relevant laws and regulations.

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  • Article 4 Procedures for the determination of evaluation operations and trading conditions

The acquisition or disposal of assets by the company shall be handled according to the following regulations according to the type of assets:

  • I. Appraisal procedures for the acquisition and disposal of real estate, other fixed assets or right-of-use assets for business use, and decision procedures for transaction conditions.

  • (I) Procedure of evaluation of assets acquired:

    1. Each department and factory should prepare an annual capital expenditure plan before the beginning of the year, and conduct preliminary communication and screening after the engineering unit has collected and sorted it out. Conduct a preliminary review, submit it to the Capital Expenditure Review Committee for review, and then submit it to the Board of Directors for approval.

    2. The capital expenditure plan in the preceding paragraph shall be based on:

      • (1) Comply with decrees or regulations.

      • (2) Existing equipment is obsolete and replaced with new equipment.

      • (3) Rationalization, automation, labor saving, and increased productivity or product quality of equipment.

      • (4) Energy saving improvements.

      • (5) The principles of new product or new business development and the addition of marketing and sales equipment are as follows:

        • A. Annual labor, person-time (equivalent to annual amount);

        • B. The annual amount of material cost;

        • C. The amount of annual energy (oil, water and electricity) cost saving;

        • D. Annual increase in output value, operating profit amount, etc.

Evaluation of its benefits.

  • (II) Procedure of evaluation of assets disposed:

  • Real estate for business use, other fixed assets or assets with right-of-use assets that are not in use due to inefficiency in use, or have been idle or have been closed down, the property management unit may report the type, name, quantity, original purchase date, original price obtained, estimated selling price, estimated profit and loss, and specific reasons for disposal of the

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assets to the property management unit, and then submit it to the administrative department. It shall be transferred to the general manager for approval, and shall be regularly summarized and submitted to the Board of Directors for future reference.

  • (III)The procedure for determining trading conditions:

    1. For the acquisition and disposal of real estate or its right-to-use assets, the administrative department shall formulate transaction conditions and transaction prices according to the market conditions at the time of the transaction, economic forecasts, the current value of land announcements or assessments, and the actual transaction price of adjacent real estate. The Chairman shall submit to the Board of Directors for approval.

    2. For the acquisition of other fixed assets or right-of-use assets, the user unit shall file an application according to the annual approved expenditure budget, formulate transaction conditions and prices, and execute it in accordance with the approval authority stipulated in the authorization regulations.

  • II. Appraisal operations and transaction conditions determination procedures for the acquisition or disposal of non-business real estate, other fixed assets or their right-of-use assets

  • (I) When the remaining funds of the company or low-interest funds can be borrowed, the accounting unit may submit it to the chairman for approval after evaluating the market conditions of the assets and forecasting the economic prosperity and deeming it necessary to obtain them.

  • (II) When disposing of real estate, other fixed assets or right-of-use assets that are not for business use, the administrative department shall make reference to the original acquisition cost, acquisition period, market price and economic forecast of the assets, with reference to the published current value, evaluation of the current value, and actual transactions of adjacent real estate. The transaction conditions and transaction price are formulated with reference materials such as price, and the board of directors is transferred to the board of directors for approval.

  • III. Procedures for obtaining or disposing of long-term and short-term investment appraisal operations and transaction conditions:

  • (I) Except for the securities obtained or disposed of by the company in the centralized exchange market or the business premises of the securities firm, it shall be determined by the Board of

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Directors. If the transaction amount does not exceed the whole range of NT$100 million, the Chairman shall be authorized to make a decision and then report to the Board of Directors for approval. If it falls under Article 185 of the Company Act, it shall be reported to the shareholders' meeting for approval.

  • (II) If the company acquires or disposes of the securities on the centralized trading market or the business premises of the securities firm, it shall be submitted to the chairman of the board for approval and submitted to the board of directors for approval, and the accounting unit shall handle it. If the transaction amount does not exceed the entire range of NT$100 million, the chairman is authorized to make a decision first, and then submit it to the latest board of directors for ratification.

  • (III)The method of determining the appraisal price of long-term and short-term investments and the reference basis shall be handled in accordance with the regulations of the Company's securities management practices.

  • IV. Related party transaction evaluation operation and decision procedure of transaction conditions:

  • (I) In addition to the compliance with the Procedures for the handling of relevant resolution procedures and the assessment of the reasonableness of transaction terms, if the transaction amount of the Company’s acquisition or disposal of assets from or to a related party exceeds 10% of this Company’s total assets, the Company shall also obtain an appraisal report from a professional appraiser or an opinion by the CPA in accordance with Article 10. The calculation of the transaction amount shall be handled in accordance with Paragraph 4 of Article 10. When judging whether the transaction object is a related party, in addition to paying attention to its legal form, the substantive relationship should also be considered.

  • (II) Except for the trading of domestic government bonds or RP/RS bonds, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, in acquiring or disposing the real estate or the right-of-use assets thereof from or to a related party, or acquiring or disposing the assets other than real estate or the right-of-use assets thereof from or to a related party, and the transaction amount exceeds 20% of the Company’s paid-in-capital, 10% of the Company’s total assets, or NT$300 million, the Company may not proceed with

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the execution of a transaction contract or making any payment before the following information has been agreed upon by more than one-half of all members of the Audit Committee, and submitted for the approval of Board of Directors.

  1. The purpose, necessity, and expected benefits of the acquisition or disposal of assets.

  2. The reasons for selecting the related party as the trading counterpart.

  3. The appraisal of reasonableness of the preliminary transaction terms and conditions regarding the acquiring of the real estate or the right-of-use assets thereof from a related party in accordance with the provisions of (III) and (IV) in Subparagraph 4, Paragraph 1 of this Article.

  4. The matters of the related party’s original acquisition date and price, counterparty, and the relationship with the Company and the related party.

  5. The monthly cash income and expense forecast within the year from the month of the contract signed; also, the assessment of the necessity of the trade and the reasonableness of the use of funds.

  6. Appraisal reports from the professional appraisers or opinions of the CPAs acquired in accordance with the provisions of (I) in Article 4 Paragraphs 1 Subparagraph 4.

  7. The restrictions and other important stipulations of the transaction.

  8. The calculation of the transaction amount in the preceding paragraph shall be compliant with Article 6 Paragraph 2 and the “within a year” mentioned refers to a period of one year calculated retroactively from the date of event of the transaction. Items that have been submitted to and approved by the Board of Directors in accordance with the Procedures are exempted from inclusion in the calculation.

When conducting the following transactions between the Company and its parent or subsidiaries, or between its subsidiaries in which it holds directly 100% of the issued shares or total capital, the Board of Directors may, pursuant to Article 4, authorize the Chairman to decide such matters and subsequently

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report to the most recent Board of Directors for ratification if the transaction is within a certain amount:

  1. Acquisition or disposal of equipment for business use or right-of-use assets thereto.

  2. Acquisition or disposal of real estate for business use or right-of-use assets thereto.

Where Independent Directors have been established, the opinions of each Independent Director shall be taken into full consideration when a matter is submitted to the Board of Directors for discussion in accordance with the provisions of (II) of Paragraph 2. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board meeting.

(III)

  1. When the Company acquires real estate or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means:

  2. (1)Based upon the related party's transaction price plus necessary interest on funding and buyer’s cost by law. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

  3. (2)Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have exceeded 70% of the financial institution's appraised total value of the property and the period of the loan shall have exceeded 1 year. However, it is not applicable if the financial institution and the counterparty are related to one another.

  4. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means

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listed in the preceding paragraph.

  1. The company obtains real estate or right-of-use assets from related parties, evaluates the cost of real estate or right-of-use assets as stipulated in (III) and (1, 2) of this Paragraph and engage a certified public accountant for review and opinions. In the event any of the following exists when the Company acquires real estate or the right-of-use thereof from a related party, the acquisition shall be conducted in accordance with (II)of Paragraph 2 but not (III) of Paragraph 3:

    • (1) The related party acquired the real estate or the right-ofuse thereof through inheritance or as a gift.

    • (2) More than five years have elapsed from the time the related party signed the contract to obtain the real estate or the right-of-use assets thereto to the signing date of the transaction.

    • (3) The real estate is acquired through signing a joint development contract with the related party, or through engaging a related party to build real estate, either on the Company’s own land or on rented land.

    • (4) The acquisition or disposal of the right-of-use assets of real estates between the Company and its parent or subsidiaries, or between its subsidiaries in which it holds directly 100% of the issued shares or total capital.

  2. (IV)If the evaluation result of the company in accordance with 1 and 2 of (III) of this subparagraph is lower than the transaction price, it shall act in accordance with the provisions of (V) of this subparagraph. However, as a result of the following circumstances and with the objective evidence presented and an appraisal report collected from the professional real estate appraiser and a reasonable opinion issued by the CPAs, it is not subject to the limitations:

  3. Related party that has obtained prime land or rental land for construction may submit the proof of compliance with any one of the following conditions:

    • (1) The prime land is assessed in accordance with the methods referred to in this Article. The house’s sum of the construction costs and a reasonable construction profit exceeds the actual transaction price. The

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“reasonable construction profit” shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

  • (2) Completed transactions by unrelated parties within a year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar to the reasonable price discrepancies in floor area or land prices in accordance with standard property market sale or leasing practices.

  • The Company provides proof that the terms of the acquisition of real estate or leasing the right-of-use assets from the related party are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of similar size by unrelated parties within a year.

“Completed transactions involving neighboring or closely valued parcels of land” in (IV) of the preceding paragraph refers to parcels on the same or an adjacent block and within a radius of no more than 500 meters or parcels similar in publicly announced current value. “Land of a similar size” refers to completed transactions of unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction. “Within a year” refers to a period of one year calculated retroactively from the date of event of the acquisition of real estate or the right-of-use assets thereto.

(V)

  1. The following shall be adopted in the event where the appraisal reports conducted in accordance with (III) and (IV) of this Article is lower than the transaction price in acquisition of real estate or the right-of-use assets thereto from a related party by the Company:

  2. (1) A special reserve shall be set aside in accordance with Article 41, Paragraph the Securities and Exchange Act against the difference between the transaction price and appraised cost of the real estate or the right-of-use assets thereof and that amount may not be distributed or used

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for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, a special reserve shall be set aside pro rated in a proportion consistent with the share of Company's equity stake in the other company in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act.

     - (2) The Audit Committee shall be handled in accordance with Article 218 of the Company Act.

     - (3) Actions taken pursuant to (V) of 1.(1)(2) shall be reported to the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

  2. In events where the Company has set aside a special reserve according to requirements in (V) of (1) may not utilize the special reserve until it has recognized a loss on a decline in the market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

  3. In the event where there is evidence indicating that the acquisition of the real estate or the right-of-use assets thereof from a related party was not an arm’s length transaction, relevant matters shall be handled in accordance with the preceding two subparagraphs.
  • V. Derivatives Trading

  • Matters regarding derivatives trading shall be handled in accordance with the Company's “Procedures for Derivatives Trading.”

  • VI. Merger, Demerger, Acquisition, or Transfer of Shares

    1. For the Company’s merger demerger, acquisition, or transfer of shares, the Company shall engage certified public accountants, lawyers or securities underwriters to express their opinions at board meetings regarding the reasonableness of the share exchange ratio, the acquisition price, or the

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amount of cash or property distributed to shareholders before the proposal is discussed and approved by the Board of Directors. However, the requirement of obtaining the aforementioned opinion on reasonableness issued by an expert may be exempted in the case of a merger between a public company and its subsidiary in which the public company holds directly or indirectly 100% of the subsidiaries’ issued shares or capital, or between the subsidiaries of a public company in which public company holds directly or indirectly 100% of the subsidiaries’ issued shares or capital.

  1. A public company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual contents and matters relevant to the merger, demerger, or acquisition prior to the shareholders’ meeting and include it along with the expert opinion referred to in Paragraph 1 when sending shareholders’ meeting notification to the shareholders for reference in deciding whether to approve the merger, demerger, or acquisition. However, this restriction shall not apply in the event that a public company is exempt from convening a shareholders’ meeting to approve the merger, demerger, or acquisition under the provision of other laws or regulations.

  2. If any participants of the merger, demerger, or acquisition are unable to convene a shareholder meeting, produce a resolution, or if the motion is voted down by shareholders due to insufficient attendants, minimum votes, or other legal restrictions, the participants of the merger, demerger, or acquisition shall immediately announce to the public the causes, the subsequent actions, and the proposed date of the next shareholders’ meeting.

  3. (1) A company participating in a merger, demerger, or acquisition shall convene a board meeting and shareholders’ meeting on the same day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

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  • (2) A company participating in a transfer of shares shall call a board meeting on the same day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

  • (3) A company participating in the merger, demerger, acquisition, or the transfer of shares shall prepare the following information and retain it for 5 years for reference:

    • A.1. Basic information of personnel Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons participating in or privy to the planning or execution of any merger, demerger, acquisition, or transfer of shares prior to public disclosure of the information.

    • B.Dates of material events: Including the signing of letters of intent or memorandum of understanding, the retaining of a financial or legal advisor, the execution of a contract, and the convening of a board meeting.

    • C.Important documents and meeting minutes: Including the plans, letters of intent, or memorandum of understanding, material contracts, and board meeting minutes regarding the merger, demerger, acquisition, and transfer of shares.

  • (4) When participating in a merger, demerger, acquisition, and transfer of shares, the participating company shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report the information in Subparagraphs 1 and 2 of the preceding paragraph in the prescribed format via the Internet-based information system to the FSC for recordation.

  • (5) In the event where a company participating in the merger, demerger, acquisition, or transfer of shares is not a TWSE/TEPx-listed company, the Company shall sign an agreement with the company and handle relevant matters in accordance with Paragraphs 8 and 9.

  • Every person participating in or privy to the plan for merger,

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demerger, acquisition, or transfer of shares shall issue a written agreement of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equitybased securities of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

  1. A company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the following circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

  2. (1) Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities.

  3. (2) The action of disposal of major assets that affects a company’s financial operations.

  4. (3) The occurrence of major disasters and changes in technology that affects a company’s shareholders’ equity or securities price.

  5. (4) The adjustment of treasury stock repurchased lawfully by any company participating in the merger, demerger, acquisition, or transfer of shares.

  6. (5) Changes in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

  7. (6) Other terms or conditions that the contract stipulates may be altered and that have been publicly disclosed.

  8. When participating in a merger, demerger, acquisition, or transfer of shares, a public company shall specify the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also include the following matters:

  9. (1) The handling of a breach of contract

  10. (2) The principles for the handling of equity-based securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

  11. (3) The principles for the handing of the amount treasury stock that the participating is permitted to buy back

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lawfully after the base date for the calculation of stock swap.

     - (4) The handling of the occurrence of changes in the number of participating entities or companies.

     - (5) Preliminary progress schedule for plan execution, and anticipated completion date.

     - (6) The handling of matters regarding the scheduled date for convening the legally mandated shareholders’ meeting if the plan exceeds the deadline without completion.

  8. After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders’ meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

  9. In the event where a company participating in the merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the company and handle relevant matters in accordance with this Article.
  • Article 5 Executive unit:

  • The execution unit of real estate, other fixed assets or right-of-use assets for business use is the user department and relevant authority; the execution unit of non-business real estate, other fixed assets or right-ofuse assets is the relevant authority and authority. Administration. The execution of long-term and short-term equity investments is performed by the authority and the accounting unit. All kinds of securities certificates shall be registered in the register of financial and accounting units for safekeeping and regular and irregular inventory.

  • Article 6 Information disclosure

  • For the acquisition and disposal by the Company and its subsidiaries with any of the following situations, relevant data shall be prepared in the prescribed format based on its nature and public announcement and

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regulatory filing be made within two days from the date of the event:

  • I. Acquisition or disposal of real estate or the right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real estate or the right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the total assets, or NT$300,000,000 or more, but not subject to the trading of domestic government bonds or RP/RS bonds, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  • II. Merger, demerger, acquisition, or transfer of shares.

  • III. The loss of engaging in derivative commodity transactions reaches the maximum amount of all or individual contract losses stipulated in the prescribed processing procedures.

  • IV. Acquisition or disposal of equipment or right-of-use assets thereof for business use, and the transaction counterpart is not a related party, and the transaction amount exceeds NT$500 million.

  • (I) Public offering companies with paid-in capital of less than NT$10 billion and transaction amount exceeds NT$500 million.

  • (II) Public offering companies with paid-in capital of more than NT$10 billion and transaction amount exceeds NT$1 billion or more.

  • V. Operating a construction business to acquire or dispose of real estate or its right-of-use assets for construction use and the transaction object is not a related party, and the transaction amount exceeds NT$500 million. Among them, the paid-in capital is more than NT$10 billion, and the real estate that has been constructed and completed, the transaction object is not a related person, the transaction amount is NT$1 billion or more.

  • VI. When real estate is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the transaction counterparts are not related parties, and the proposed amount of the Company’s investment exceeds NT$500 million.

  • VII.Transactions other than the preceding 4 items, or mainland China area investment, where the transaction amount reaches 20% of the Company's paid-in capital or exceeds NT$ 300 million. However, the

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following circumstances are not subject to the restrictions:

  • (I) Trading of domestic government bonds.

  • (II) Trading of RP/RS bonds or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The transaction amounts in paragraph 1 shall be calculated as follows:

  • (I) Amount of each transaction

  • (II) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterpart within a year.

  • (III) The cumulative transaction amount of acquisitions or disposals (cumulative acquisitions and disposals, respectively) of real estate or the right-of-use assets thereof in the same development project within a year.

  • (IV) The cumulated amount of the acquisition and disposal (cumulative acquisitions and disposals, respectively) of the same securities within a year.

“Within a year” mentioned in the preceding subparagraph refers to a period of one year calculated retroactively from the date of event of the transaction. Amounts already publicly announced are exempted from inclusion in the calculation.

Subsidiary announcement and declaration matters:

  • I. If the subsidiary is not a domestic public company, its acquisition or disposal of assets that meet the requirements for public announcement and regulatory filing as stipulated in Article 5 of the Procedures, the Company will make the required announcement and regulatory filing on behalf of the subsidiary.

  • II. Subsidiary that is subject to Article 5 Paragraph 1 and requires announcement and regulatory filing, the paid-in capital or total assets of the Company shall be the standard applicable paid-in capital or total assets of the subsidiary.

If there are any mistakes or omissions made at the time of public announcement and regulatory filing, the Company is required to correct and publicly announce and file all relevant items within two days counting inclusively from the date of knowing of such error or omission.

When the Company acquires or disposes of assets, it shall keep all relevant contracts, meeting minutes, log books, appraisal reports, and opinions of CPAs, lawyers, and securities underwriter at the Company, and retain them for 5 years unless as otherwise provided by the law.

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  • Article 6-1 After the public announcement and regulatory filing, if there are any of the following situations, relevant data shall be prepared in the prescribed format based on its nature and public announcement and regulatory filing be made within two days from the date of the event:

  • I. The originally signed trade contract is modified, terminated, or revoked.

  • II. Merger, demerger, acquisition, or transfer of shares is not completed by the deadline set forth in the contract.

  • III. Changes are made to the content of the original public announcement and regulatory filing.

  • Article 7 Investment scope and amount

  • The Company and its subsidiaries may separately purchase real estate and right-of-use assets or securities that are not for business use. The total amount and the limit of investment in individual securities are as follows:

  • I. The total amount of purchased real estate and its right-of-use assets shall not exceed 25% of the company's shareholders' equity at the end of the previous year or the current period.

  • II. The total amount of securities purchased shall not exceed 150% of the company's shareholders' equity at the end of the previous year or the current period.

  • III. The purchase of individual marketable securities shall not exceed 70% of the company's shareholders' equity at the end of the previous year or the current period.

Article 8 (Deleted)

  • Article 9 (Deleted)

Article 10 Professional appraiser's opinion

  • I. In acquiring or disposing of real estate or other equipment or rightof-use assets thereof where the transaction amount reaches 20% of the Company's paid-in-capital or exceeds NT$300 million, the Company, unless transacting with a government agency, engaging others to build on the Company’s own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-ofuse assets thereof for business use, shall obtain an appraisal report from professional appraisers prior to the date of event and shall further comply with the following provisions:

  • (I) If the transaction price is determined by referring to an attributive price, a specific price, or a special price for a good cause, the transaction should be presented to the board of

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directors for resolution. Any changes in trading conditions thereafter should be handled in the same manner.

  • (II) Where the transaction price exceeds NT$ 1 billion, appraisal reports from two or more professional appraisers shall be required.

  • (III)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal reports, unless all the appraisal reports for the assets to be acquired are higher than the transaction price, or all the appraisal reports for the assets to be disposed of are lower than the transaction price, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation of the ROC (hereinafter referred to as the “Accounting Research and Development Foundation”) and render a specific opinion regarding the reason for the discrepancy and the fairness of the transaction price:

    1. The discrepancy between an appraisal report and the transaction price reaches 20% or more of the transaction price.

    2. The discrepancy between the appraisal reports of two or more professional appraisers reaches 10% or more of the transaction price.

  • (IV)No more than three months may elapse between the issuance date of the appraisal report by a professional appraiser and the contract execution date. However, if it is subject to the announced present value of the same period and that is not more than six months away, an opinion can be issued by the original appraiser.

  • (V) Unless any fixed price, specific price, or special price is used as reference benchmark for the transaction price, if there is a justifiable reason for not obtaining the appraisal report in time, the appraisal report and the accountant’s opinion under Subparagraph (III) above shall be obtained within 2 weeks commencing immediately from the date of occurrence.

  • II. In acquiring or disposing of securities, the Company shall, prior to the date of event, obtain the issuing company’s latest financial reports which are certified or reviewed by a certified public accountant for reference in appraising the transaction price, and if in

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circumstances where the transaction amount reaches 20% of the Company's paid-in-capital or exceeds NT$300 million, the Company shall engage a certified public accountant to provide an opinion with respect to the reasonableness of the transaction price prior to the date of event. If the certified public accountant needs to use the report of an expert as evidence, the certified public accountant shall do so in accordance with the Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. This requirement shall not apply to publicly quoted prices of an active market or is otherwise regulated by FSC.

  • III. When the Company's acquisition or disposal of intangible assets or the right-of-use thereof, or membership exceeds 20% of the Company’s paid-in-capital or NT$ 3 billion, unless the transaction is conducted with domestic government bodies, the Company shall engage a certified public accountant to render an opinion on the reasonableness of the transaction price prior to the date of event. The certified public accountant shall handle relevant matters in accordance with the Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation.

  • IV. The calculation of the transaction amount in this paragraph shall be compliant with Article 5 Paragraphs 1 Subparagraph 6 and the “within a year” mentioned refers to a period of one year calculated retroactively from the date of event of the transaction. Items for which a professional appraiser has issued the appraisal report or a certified public accountant has issued an opinion in accordance with the Procedures are exempted from inclusion in the calculation.

  • V. For the Company’s acquisition or disposal of assets through court auction procedures, the evidentiary documentation issued by the court may be used in place of the appraisal report or CPA opinion.

Article 11 (Deleted)

  • Article 12 Other matters needing attention.

  • I. If the company acquires or disposes of assets that meet the standards for reporting and reporting stipulated in Article 7 of these procedures, and the transaction object is a substantial related party, the content of the announcement shall be disclosed in the notes to the financial statements, and a report to the shareholders' meeting shall be submitted.

  • II. If the opinion issued by the CPA or accountant appointed in

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accordance with Article 10 of this procedure is false or concealed, the company, the CPA and the accountant shall bear legal responsibility.

  • III. For the calculation of 10% of total assets under the Procedures, the total assets stated in the Company’s most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

  • If the Company has issued shares without face value or at face values other than NT$10 per share, the restriction on transaction amount reaching 20% of the paid-in capital specified in the Procedures, shall be calculated at 10% of the equity attributable to shareholders of the parent company. If the Company has issued shares without face value or at face values other than NT$10 per share, the restriction on transaction amount reaching 20% of the paid-in capital specified in the Procedures, shall be calculated at 10% of the equity attributable to shareholders of the parent company.

  • Article 12-1 For the “Control of Subsidiary's Procedures for Acquisition and Disposal of Assets”, each subsidiary must formulate and implement the "Operation Procedures for Acquisition and Disposal of Assets" in accordance with the "Procedures for the Acquisition or Disposal of Assets by Public Companies" issued by the competent authority, and implement the relevant procedures in this Subparagraph. The business should be reported to the parent company for review first.

  • Article 12-2 Penalty

  • If the managers and related personnel of the company violate this Operating Procedure, they will be reported to and punished by the competent authority depending on the circumstances of the violation.

  • Article 13 Amendments to this Operating Procedure shall be approved by more than half of all members of the Audit Committee, and submitted to the Board of Directors for approval before submitting to the shareholders' meeting for approval. Where a Director has an adverse opinion on record or in a written declaration, the Company shall refer to the matter to the shareholders' meeting for discussion.

  • Where Independent Directors have been established, the opinions of each Independent Director shall be taken into full consideration when a matter regarding the procedure of acquisition and disposal is submitted to the Board of Directors for discussion in accordance with the preceding paragraph. If an Independent Director objects to or expresses reservations

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  • about any matter, it shall be recorded in the minutes of the board meeting. If approval of more than half of all audit committee members as required in Paragraph 1 is not obtained, the Procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board meeting.

  • Article 13-1 “All audit committee members” and “all Directors” mentioned in the Procedures refer to the actual number of persons currently holding those positions.

  • Article 13-2 This Operating Procedure shall apply mutatis mutandis the provisions of Paragraph 2 of Article 13 to matters subject to the resolutions of Independent Directors.

  • This Operating Procedure shall apply mutatis mutandis the provisions of Article 13 Paragraphs 1 and 3 to matters subject to the approval of the Audit Committee and the resolution of the Board of Directors.

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Appendix V

Impact of the free allotment of shares on the Company's business performance, earnings per share and return on investment of shareholders: None

Appendix VI

Shareholding Status of All Directors of Wei Chuan Foods Corporation

  • I. The Company's paid-in capital is NT$5,060,629,140 and the number of issued shares is 506,062,914.

  • II. According to the provisions of Article 26 of the Securities and Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", all directors of the Company shall hold a minimum of 16,194,013 shares.

  • III. As of the book closure date of stock transfer for the 2022 general shareholders' meeting, the shareholding status of all directors recorded on the shareholders registry is as shown in the attached table.

  • IV. The total number of shares held by all directors of the Company has reached the statutory shareholding standard.

Detailed statement of directors' shareholding

2022/05/01

Detailed statement of directors' shareholding 2022/05/01
Job Title Name Number of
Shares Held
Chairman KONG CHING CORP. LTD.
Representative: Chen,Hung-Yu
35,880,000
Director KONG CHING CORP. LTD.
Representative: Chien,Pei-Hsiang
35,880,000
Director KONG CHING CORP. LTD.
Representative: Lai,Ching-Pao
35,880,000
Director JU QING INVESTMENT CO., LTD.
Representative: Hsien,Mon-Chang
1,050,000
Director KONG SHENG INVESTMENT CORP.
Representative: Lin,Ching-Tang
36,688,000
Director Hsueh,Kuang-Chi 30,000
Independent
Director
Chen, Shun-Ping 0
Independent
Director
Li, Zhi-Ping 0
Independent
Director
Song, Jun-Ming 0
Total 73,648,000

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