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WEI CHUAN — AGM Information 2022
Jul 18, 2022
51742_rns_2022-07-18_a04c0e3a-1c5e-4be2-b22c-59bd2d018667.pdf
AGM Information
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WEI CHUAN FOODS Corp. Minutes of 2022 Annual Shareholders’ Meeting
Time : 9:00 a.m., June 29 2022 (Wednesday)
Place : Lecture Hall, Floor 1, Importers and Exporters Association of Taipei
(No. 350, Songjiang Road, Taipei)
Total outstanding shares : 506,062,914 shares
Total shares represented by shareholders and proxies present:370,705,967 shares (including via electronic transmission), accounted for73.25% of the total shares issued
Chairman : CHEN, HUNG-YU, the Chairman of the Board of Directors Recorder : YU, YI-LING
Directors present : LI, ZHI-PING (the Chairman of the Audit Committee), SONG, JUN-MING (Independent Director, via video conference), CHEN, SHUN-PING (Independent Director, via video conference), CHIEN, PEI-HSIANG (via video conference), LAI, CHING-PAO (via video conference), HSIEH, MONCHANG (via video conference), HSUEH, KUANG-CHI (via video conference), LIN, CHING-TANG (via video conference)
Attendants : CHANG, CHIAO-HUA (CEO), HUANG, KUO-CHEN (CFO), WU, YU-LUNG (CPA), CHEN, YEN-HIS (Attorney)
- I. Commencement
:The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.
II. Chairman's speech (omitted)
III. Report items
-
2021 Business Report (see Attachment I) (Additional Information - Progress Report of Lawsuits related to the Company’s Oil Products see Attachment II).
-
2021 Audit Committee's Review Report (see Attachment III).
-
2021 Report on Endorsement and Guarantee (see Attachment IV).
-
2021 Report on Employees’ and Directors’ Remuneration.
-
(1)Draw and distribute the remuneration for employees and directors according to the provisions of Article 27 of the Articles of Association.
-
(2)The amount of remuneration for employees of the Company in 2021 is NT$5,557,662, that for directors is NT$5,446,509, and the remuneration is distributed in cash.
-
2021 Report on the Distribution of Earnings as Cash Dividends
-
(1)According to the provisions of Article 27-1 of the Articles of Association, the Board of Directors shall decide on the distribution of all or part of dividends payable in the form of cash and report to the board of shareholders.
-
(2)The value of cash dividends payable of the Company in 2021 is NT$0.501 per share and the total amount is NT$253,537,520.
-
(3)The cash dividends to be distributed are rounded off to the nearest NT dollar, with the decimal places removed. The part to be distributed to each shareholder, which is less than NT$1 will be transferred to the nonoperating income.
-
(4)This proposal has been approved by the Board of Directors and the Chairman of the Board of Directors is authorized to set an ex-dividend base date separately.
IV. Proposals
Proposal I.
-
Proposed by the Board of Directors
-
Proposal
:Adoption of the Company's 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 Attachment V)
Resolution :
Shares represented at the time of voting : 366,669,244 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:356,999,156 votes |
97.36% |
Votes against:147,342 votes |
0.04% |
Votes abstained / No votes:9,522,746 votes |
2.59% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Proposal II.
Proposed by the Board of Directors
-
Proposal
:Adoption of the proposal for distribution of 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. (see Attachment VI)
Resolution :
Shares represented at the time of voting : 366,669,244 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:357,950,847 votes |
97.62% |
Votes against:495,278 votes |
0.13% |
Votes abstained / No votes:8,223,119 votes |
2.24% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
V. Discussions
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. (see Attachment VII)
Resolution :
Shares represented at the time of voting : 366,669,244
Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:357,948,692 votes |
97.62% |
Votes against:496,825 votes |
0.13% |
Votes abstained / No votes:8,223,727 votes |
2.24% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Discussion II.
-
Proposed by the Board of Directors
-
Proposal
:The amendment to some provisions of the "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 Mar. 8, 2022 and business needs of the Company, it is proposed to amend the Rules for Procedure for Shareholders' Meetings of the Company partially. (see Attachment VIII)
Resolution :
Shares represented at the time of voting : 366,669,244 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:357,947,457 votes |
97.62% |
Votes against:498,142 votes |
0.13% |
Votes abstained / No votes:8,223,645 votes |
2.24% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Discussion 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-Guan-Zheng-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. (see Attachment IX)
Resolution :
Shares represented at the time of voting : 366,669,244
Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:357,949,059 votes |
97.62% |
Votes against:497,174 votes |
0.13% |
Votes abstained / No votes:8,223,011 votes |
2.24% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
- VI. Election Items
Proposed by the Board of Directors
Proposal:To re-elect the Directors of the Company's Board of Directors. Explanation:
-
1.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”.
-
2.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.
-
3.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 Attachment X for details of the candidates.
Election Result:
The list of candidates and the number of votes received are as follows:
| Title | Name | Votes Received |
|---|---|---|
| Director | KONG CHING CORP. LTD. Representative: Chen,Hung-Yu |
492,524,674 |
| Director | KONG SHENG INVESTMENT CORP. Representative: Lin,Ching- Tang |
374,643,258 |
| Director | Hsueh,Kuang- Chi | 355,204,777 |
| Director | KONG CHING CORP. LTD. Representative: Chien,Pei- Hsiang |
351,509,684 |
| Director | KONG SHENG INVESTMENT CORP. Representative: Lin,Chien-Hung |
351,424,259 |
| Director | JU QING INVESTMENT CO., LTD. Representative: Hsien,Mon-Chang |
350,296,134 |
| Independent Director |
Chen, Shun- Ping | 315,868,301 |
| Independent Director |
Li, Zhi-Ping | 305,699,002 |
| Independent Director |
Song, Jun-Ming | 305,652,745 |
VII. Other Items
Proposed by the Board of Directors Proposal:To lift the restrictions on non-competition for appointed directors and their representatives.
Explanation:
-
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.”
-
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 Attachment XI.
Resolution :
Shares represented at the time of voting : 370,705,967 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:357,717,955 votes |
96.49% |
Votes against:632,882 votes |
0.17% |
Votes abstained / No votes:12,355,130 votes |
3.33% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
VIII. Extemporary Motions
- Summary of the comment made by shareholder account No.#
50902:
Please explain the progress of investment in mainland China and the impact of rising cost of raw materials on the Company's profits.
(The Chairman has asked the CEO and the CFO to reply.)
-
Summary of the comment made by shareholder account No.#
238396: -
It is recommended to place the Company's products on the site of the shareholders' meeting.
(The Chairman has replied to questions.)
IX. Meeting Adjourned : 9:42 a.m., June 29 2022 (Wednesday)
Chairman : CHEN, HUNG-YU,the Chairman of the Board of Directors Recorder : YU, YI-LING
(The minutes only record the main points of the meeting. The content and procedures of the meeting are subject to the meeting video.)
Attachment 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", "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
Attachment II
Additional Information - Progress Report of Lawsuits
related to the Company’s Oil Products
Wei Chuan Corp. filed a civil lawsuit against upstream manufacturers due to the oil products from 2013 to 2014, additional information provided by the company as follows.
The Company’s claims against LIHAO CO., Flavor Full Foods Inc., CHANG CHI FOODSTUFF FACTORY CO., Guo, Lie-Cheng, Shi, MinYu and others have all been decided and concluded before.
And the mediation was established with Ting Hsin, Cheng-I, and Yufa Co., on May 13, 2022 with NT$123.2 million under the impartial presidency of the judge and the participation of the Insurance Center.
The accumulative actual payment was NT$124.65 million, and the certificate of creditor's rights was obtained at NT$187.956 million.
The remaining unfinished cases are the first-instance claims of Chiang Kuan that were remanded to Kaohsiung Branch of Taiwan High Court for retrial, as well as the claims from some upstream oil manufacturers.
For details, please refer to page 274 of the 2021 Annual Report.
Attachment III
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
Attachment IV
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 |
Attachment V
INDEPENDENT AUDITORS’ REPORT
PWCR21000428
To the Board of Directors and Shareholders of Wei Chuan Foods Corporation
Opinion
We have audited the accompanying consolidated balance sheets of Wei Chuan Foods Corporation and subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context
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of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows:
Estimation of sales incentives
Description
Refer to Note 4(30) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(22) for details of revenue.
The Group enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Group pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Group launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Group shall combine the two transactions and record the sales incentives as a deduction item to operating revenue. The Group calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
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.
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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.
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Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other
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matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Wu, Yu-Lung[Huang, Shih-Chun ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 23, 2022
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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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 $704,926 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
~13~
37
Attachment VI
WEI CHUAN FOODS Corp. Earnings Distribution Table
2021
| 2021 | ||
|---|---|---|
| Unit: NT$ | ||
| 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
Attachment VII
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 |
Attachment VIII
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 |
| Article No. | Amended Provision | Current Provision | Description |
|---|---|---|---|
| paragraph available to shareholders | |||
for review in the following manner |
|||
on the date of the shareholders 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. |
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 |
| 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 |
| 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 |
| 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. |
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. |
| 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. |
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 |
| 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 |
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shall apply whenever the total number of shares represented at the |
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meeting and a new tally of votes is |
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released during the meeting. |
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. |
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| 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, |
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without interruption, the proceedings |
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of the virtual meeting from beginning |
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to end. The information and audio and video recording in the preceding paragraph shall be properly kept by |
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this Corporation during the entirety |
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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 |
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to audio and video record the back- end operation interface of the virtual meeting platform. |
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| 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. |
| 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. |
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time under Article 44-20, paragraph |
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4 of the Regulations Governing the |
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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 |
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announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on |
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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 |
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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 |
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shareholders who have registered to |
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participate in the affected shareholders meeting and have successfully signed in the meeting, |
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but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of |
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| shares, number of voting rights and | |||
number of election rights represented at the postponed or resumed session. |
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 |
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further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or |
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list of elected directors and supervisors. When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue |
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as described in second paragraph, if |
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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 |
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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 |
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shall be counted towards the total number of shares represented by shareholders present at the meeting, |
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provided these shareholders shall be |
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deemed abstaining from voting on all proposals on meeting agenda of |
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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 |
| 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 |
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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. |
Attachment IX
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, |
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 |
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, |
||||||
1. |
|||||||
1. |
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plan before the beginning of the year, and conduct preliminary |
| Amended Provision | Amended Provision | Current Provision | Current Provision | Current Provision | Description |
|---|---|---|---|---|---|
| 2. | equipment or its right-of-use | 2. | communication and screening after the engineering unit has collected and sorted it out. |
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assets. The property management unit shall propose specific reasons for the disposal of equipment with poor use efficiency or its right-to-use |
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| 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. |
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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 |
|||||
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. |
|||||
real estate, the transaction conditions and prices are formulated. |
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 |
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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. |
| 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. |
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| 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. |
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 |
| 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 |
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. |
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| 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 |
| Amended Provision | Current Provision | Description | |
|---|---|---|---|
| right-of-use assets are the relevant authoritiesand administrative departments. (Omitted) |
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| 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 |
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) |
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| 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 |
| 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. |
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obtaining the valuation report. Obtain the accountant's opinion |
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 |
| 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 |
Attachment X
| List of Candidates for 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: Lin, Ching- Tang |
National Taiwan University MBA and Fudan University EMBA Bachelor of Accounting, Soochow University |
Chief Financial Officer, Vice President and Executive Director, Tingyi (Cayman Islands) Holding Corporation 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 |
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. |
36,688,000 |
|---|---|---|---|---|
| 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 |
Consultant, FamilyMart (Mainland China) |
36,688,000 |
| Corporation 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 juristic person director, Phalanx Biotech Group Representative of |
0 |
| 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 |
Attachment XI
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 |