AI assistant
WEI CHUAN — AGM Information 2022
Jul 18, 2022
51742_rns_2022-07-18_750a608b-65e0-4b81-ae10-43e97f214de5.pdf
AGM Information
Open in viewerOpens in your device viewer
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
~3~
13
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:
-
Obtained an understanding of the Group’s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.
-
Obtained the reports derived from the Group’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.
-
Obtained the sales agreements of the Group’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.
-
Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.
~4~
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:
-
Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are in agreement.
-
Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.
-
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.
~5~
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
~6~
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other
~7~
17
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.
~8~
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 % $1,292,071742,996-2,365,74213220,2611111,64813,096-1,383,6098490,772316,376-5,926,5713333,452-8,000-18,060-9,170,59851775,4414222,4531164,4561135,76011,181,9617322,342212,032,52367$17,959,094100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
AMOUNT$1,292,07142,9962,365,742220,261111,6483,0961,383,609490,77216,3765,926,57133,4528,00018,0609,170,598775,441222,453164,456135,7601,181,961322,34212,032,523$17,959,094 |
AMOUNT$1,905,43121,9962,277,509213,94682,4764,2411,204,996158,5636,1985,875,35633,4528,00017,6869,426,888629,264131,801174,911121,7441,348,994263,42512,156,165$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 |
11-131--71- |
|||
33 |
||||
---52411171 |
||||
67 |
||||
100 |
(Continued)
~9~
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) $1,446,8268$1,770,429106(14) 170,0001349,93926(22) 86,480190,909161-299-1,625,08391,485,95287(2) 57,920-65,716-6(15) 2,183,531122,076,0441269,486-54,051-107,670178,278-6(16) 175,4611119,222112,388-14,604-5,934,906336,105,443346(16) 3,507,046193,549,532206(28) 710,9784831,2244283,7422161,09316(17) 470,3693528,44134,972,135285,070,2902810,907,0416111,175,733626(19) 5,060,629285,060,629286(20) 36,115-36,113-6(21) 736,3814682,7154252,5012302,70621,243,90271,018,0436(285,547) (2) (252,501) (2 )7,043,981396,847,705388,072-8,083-7,052,053396,855,788389 11 $17,959,094100$18,031,521100 |
|---|---|
| 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.
~10~
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) $19,817,862100$18,650,8711006(4)(26) and 7(2) (14,035,011) (71) (13,206,608) (71)5,782,851295,444,263296(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)643,8823595,053325,653-22,816-6(23) and 7(2) 203,1131274,50626(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)-718,2963542,88836(28) (210,470) (1) (6,746)-$507,8262$536,1423 |
|---|---|
| 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)-51,1336(28) 255- (881)(33,059)-50,252($42,476)-$51,721$465,3502$587,863$507,0022$535,196824-946$507,8262$536,142$464,4872$586,864863-999$465,3502$587,8636(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-$51,7212$587,8632$535,196-9462$536,1422$586,864-9992$587,8631.00$1.00$ |
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 |
$ 1,590,372535,1961,463536,659(131,245 )(302,706 )(675,037 )--$ 1,018,043$ 1,018,043507,002(9,469 )497,533(53,666 )50,205(268,213 )--$ 1,243,902 |
($ 302,706 ) -50,20550,205--- --($ 252,501 ) ($ 252,501 ) -(33,046 ) (33,046 ) --- --($ 285,547 ) |
$ 6,935,868535,19651,668586,864--(675,037 )10-$ 6,847,705$ 6,847,705507,002(42,515 )464,487--(268,213 )2-$ 7,043,981 |
$7,92794653999----(843 )$8,083$8,08382439863----(874 )$8,072 |
$ 6,943,795536,14251,721587,863--(675,037 )10(843 )$ 6,855,788$ 6,855,788507,826(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 $542,8886(26) 1,076,5511,083,9556(26) 25,68221,12312(2) ( 60,524 ) ( 23,575 )6(25) 115,937150,224( 25,653 ) ( 22,816 )6(24) - ( 9 )6(5) ( 374 ) 6206(24) 22,67536,9696(24) ( 32,271 ) ( 9,720 )( 21,000 ) 4,316( 90,996 ) 81,874( 6,315 ) 60,43234,86747,575( 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 ) 5,608110,841120,101( 2,216 ) ( 3,293 )( 77,386 ) ( 50,580 )1,383,5782,212,18325,65322,816( 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 )12,5017,4166(9) ( 17,243 ) ( 47,990 )6(30) ( 57,163 ) ( 63,331 )9,47517,634( 191,807 ) ( 54,139 )6(11) ( 6,446 ) 2,932-2,0007,172-( 839,497 ) ( 628,587 )6(31) ( 323,603 ) ( 1,388,800 )6(31) ( 180,000 ) 310,0006(31) ( 152,631 ) ( 149,891 )6(31) ( 628,357 ) ( 1,139,045 )6(31) 643,6111,505,4186(17) 9,951 ( 11,774 )6(21) ( 268,213 ) ( 675,037 )( 874 ) ( 843 )210( 900,114 ) ( 1,549,962 )( 14,139 ) ( 11,397 )( 613,360 ) ( 316,327 )6(1) 1,905,4312,221,7586(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:
- 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
-
Obtained the reports derived from the Company’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.
-
Obtained the sales agreements of the Company’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.
-
Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.
Evaluation of inventories
Description
Refer to Note 4(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:
-
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.
-
Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.
~4~
28
- 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:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 % $354,386334,294-971,62389,168-110,21812,912-673,975520,300-16,064-2,192,9401733,117-8,000-5,323,366423,594,34129195,7462193,57321,029,613810,353-10,388,10983$12,581,049100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
AMOUNT$354,38634,294971,6239,168110,2182,912673,97520,30016,0642,192,94033,1178,0005,323,3663,594,341195,746193,5731,029,61310,35310,388,109$12,581,049 |
AMOUNT$704,92612,881865,5527,522108,098659603,31010,8476,1012,319,89633,1178,0005,554,3533,687,645130,460188,6511,195,4549,73010,807,410$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 |
||||
--4228129- |
||||
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) $150,0001$600,00056(13) --249,939222-21-514,8344473,63147(2) 196,7582167,31316(14) 623,9885617,9825--9,126-7(2) 31,404-22,495-6(15) 33,000-33,000-10,418-9,481-1,560,424122,182,988176(15) 2,889,446232,903,867226(27) 674,4616795,94267(2) 158,9431108,00816(5)(16) 253,7942288,79623,976,644324,096,613315,537,068446,279,601486(18) 5,060,629405,060,629396(19) 36,115-36,113-6(20) 736,3816682,7155252,5012302,70621,243,902101,018,0438(285,547) (2) (252,501) (2 )7,043,981566,847,705529 11 $12,581,049100$13,127,306100 |
|---|---|
| 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) $8,157,093100$7,802,5141006(4)(25) and 7(2) (6,226,716) (76) (6,048,630) (77)1,930,377241,753,884236(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)194,3103122,96428,225-8,056-6(22) and 7(2) 86,085179,43416(23) (3,263)- (41,199)-6(24) and 7(2) (47,890) (1) (58,609) (1)12(2) --23,184-6(5) 307,2954315,9554350,4524326,8214544,7627449,78566(27) (37,760) (1)85,4111507,0026535,1967$507,0026$535,19676(17) ($13,424)-$1,200-6(5) 3,955-263-(9,469)-1,463-(33,046)-50,2051(33,046)-50,2051($42,515)-$51,6681$464,4876$586,86486(28) $1.00$1.066(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 |
$ 1,590,372535,1961,463536,659(131,245 ) (302,706 ) (675,037 ) -$ 1,018,043$ 1,018,043507,002(9,469 ) 497,533(53,666 ) 50,205(268,213 ) -$ 1,243,902 |
($302,706)-50,20550,205----($252,501)($252,501)-(33,046)(33,046)----($285,547) |
$ 6,935,868535,19651,668586,864--(675,037 )10$ 6,847,705$ 6,847,705507,002(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 $449,7856(25) 265,673352,21712(2) 52 ( 22,668 )6(24) 47,89058,609( 8,225 ) ( 8,056 )6(23) - ( 9 )6(5) ( 307,295 ) ( 315,955 )6(23) 2,17337,3366(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 ) 1,8381 ( 1,434 )41,20310,36329,445 ( 14,507 )18,2441,076937962( 46,219 ) ( 52,638 )354,541491,7838,2258,056508,203597,514( 47,908 ) ( 59,465 )( 11,951 ) ( 5,658 )811,1101,032,230 |
|---|---|
(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) -22,9656(29) ( 150,050 ) ( 140,878 )1,8145,8456(29) - ( 63,331 )-17,634( 150 ) ( 850 )6(10) ( 473 ) 1,421-2,0007,172-( 141,687 ) ( 185,194 )- ( 30,039 )6(30) ( 450,000 ) ( 620,000 )6(30) ( 250,000 ) 250,0006(30) ( 36,283 ) ( 26,960 )6(30) ( 514,250 ) ( 1,003,000 )6(30) 500,0001,405,0006(16) ( 1,219 ) 1,2106(20) ( 268,213 ) ( 675,037 )210( 1,019,963 ) ( 698,816 )( 350,540 ) 148,2206(1) 704,926556,7066(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, |
82
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
83
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.
84
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.
85
-
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
86
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,
87
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.
88
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.
89
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.
90
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
91
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.
92
-
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.
93
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
94
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
95
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.
96
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
97
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.
98
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,
99
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.
100
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
101
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.
102
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
103
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
104
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.
105
- 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:
-
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.
-
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
106
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:
-
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.
-
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
107
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
108
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.
-
The purpose, necessity, and expected benefits of the acquisition or disposal of assets.
-
The reasons for selecting the related party as the trading counterpart.
-
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.
-
The matters of the related party’s original acquisition date and price, counterparty, and the relationship with the Company and the related party.
-
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.
-
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.
-
The restrictions and other important stipulations of the transaction.
-
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
109
report to the most recent Board of Directors for ratification if the transaction is within a certain amount:
-
Acquisition or disposal of equipment for business use or right-of-use assets thereto.
-
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)
-
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:
-
(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.
-
(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.
-
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
110
listed in the preceding paragraph.
-
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.
-
-
(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:
-
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
111
“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)
-
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:
-
(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
112
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
- 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
113
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.
-
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.
-
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.
-
(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.
114
-
(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,
115
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.
-
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:
-
(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.
-
(2) The action of disposal of major assets that affects a company’s financial operations.
-
(3) The occurrence of major disasters and changes in technology that affects a company’s shareholders’ equity or securities price.
-
(4) The adjustment of treasury stock repurchased lawfully by any company participating in the merger, demerger, acquisition, or transfer of shares.
-
(5) Changes in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
-
(6) Other terms or conditions that the contract stipulates may be altered and that have been publicly disclosed.
-
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:
-
(1) The handling of a breach of contract
-
(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.
-
(3) The principles for the handing of the amount treasury stock that the participating is permitted to buy back
116
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
117
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
118
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.
119
-
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$300 million, the Company, unless transacting with a government agency, engaging others to build on the Company’s own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-ofuse assets thereof for business use, shall obtain an appraisal report from professional appraisers prior to the date of event and shall further comply with the following provisions:
-
(I) If the transaction price is determined by referring to an attributive price, a specific price, or a special price for a good cause, the transaction should be presented to the board of
120
directors for resolution. Any changes in trading conditions thereafter should be handled in the same manner.
-
(II) Where the transaction price exceeds NT$ 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:
-
The discrepancy between an appraisal report and the transaction price reaches 20% or more of the transaction price.
-
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
121
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
122
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
123
-
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.
124
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 |
125