WEI CHUAN - AGM Information 2024 | FinancialReports.eu

WEI CHUAN FOODS Corp. Minutes of 2024 Annual Shareholders’ Meeting

Time ： 9:00 a.m., June 27 2024 (Thursday)

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：321,312,434 shares (including 252,223,845 shares via electronic transmission), accounted for 63.49% of the total shares issued.

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

Recorder ： HSU, YU-CHUNG

Directors present ： CHEN, HUNG-YU (the Chairman of the Board of Directors), LIN, CHING-TANG (Director), HSUEH, KUANG-CHI (Director), CHIEN, PEI-HSIANG (Director), HSIEH, MENG-CHANG (Director), HUANG, HSI-HSING (Director), LI, ZHI-PING (Independent Director, the Chairman of the Audit Committee), and SONG, JUN-MING (Independent Director), a total of 8 Directors attended the meeting, which was more than half of the 9 Directors.
Attendants ： LIN, CHIEN-HUNG (CEO), HUANG, KUO-CHEN (CFO), HUANG, SHIH-CHUN (CPA), CHEN, YEN-HIS (ATTORNEY).
I. Commencement ： The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.

II. Chairman's speech (omitted)

III. Report items

1. 2023 Business Report (see Attachment I)

2. 2023 Audit Committee's Review Report (see Attachment II)

3. 2023 Report on Endorsement and Guarantee (see Attachment III)

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4. 2023 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 2023 is NT$2,384,082, that for directors is NT$2,336,400, and the remuneration is distributed in cash.

5.2023 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 2023 is NT$0.266 per share and the total amount is NT$134,612,735.
(3)The cash dividends to be distributed are rounded off to the nearest NT dollar, with the decimal places removed. The part to be distributed to each shareholder, which is less than NT$1 will be transferred to the non-operating income.
(4)This proposal has been approved by the Board of Directors and the Chairman of the Board of Directors is authorized to set the cash dividend distribution base date separately.

Shareholder Remarks on Report Items

 Summary of Shareholders' Speech for A 1[st] time (Account number not provided) `：`

The Company has been declining for two consecutive years. How long will it take to return to the profit levels of two or three years ago? What are the specific methods and timeline?

Chairman ： Please ask CEO LIN, CHIEN-HUNG to respond.

CEO ： The company will intensify efforts in launching new products. We will delve into the upstream raw material costs for better control. In China, we will focus on refining our distribution channels. Brand marketing efforts will be enhanced to increase our market presence.

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 Summary of Shareholders' Speech for A 2[nd] time (Account number not provided) `：`

This year, the gross profit margin of Taisun Enterprise Co. has increased significantly. The products of both companies are similar, but Wei Chuan's relative cost is not clear. Where lies the difference?

Chairman ： Please ask CEO LIN, CHIEN-HUNG to respond.

CEO ： Our product mix focuses heavily on 100% raw materials, whereas competitors' tea beverages are diluted, leading to different gross profit structures. We are optimizing our product and category structures, and once adjustments are complete, profitability will improve.

 Summary of Shareholders' Speech for Account No. 252840 1[st] time `：`

The endorsement guarantee amount for the mainland subsidiary is higher than that for Taiwan, despite the poor economic conditions in China. Why continue to invest heavily? Many companies' stock prices have increased multiple times, why hasn't Wei Chuan's stock moved?

Chairman: Please ask CFO HUANG, KUO-CHEN to respond.

CFO ： Investments in China have been profitable over the past few years, and profits have been continuously repatriated. Of the more than 2 billion in guarantees, over 1 billion is guaranteed by the mainland entity (Hangzhou Wei Chuan), not by the parent company, which is normal financial practice.

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time `：`

Wei Chuan's continued expansion in China is a concern. Investments should be appropriately reduced.

Chairman: Please ask CFO HUANG, KUO-CHEN to respond.

CFO ： Wei Chuan has reduced its investments in China over the past few years. For the past two or three years, cash dividends have been net repatriated. Maintaining fixed operations in China requires a certain amount of funding, but the net guarantee amount has not increased.

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IV. Proposals

Proposal I.

Proposed by the Board of Directors

Proposal `：` Adoption of the Company's 2023 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

Explanation ： Final accounting of the Company in 2023 has been completed, and the Company's Business Report and Financial Statements and subsidiaries' consolidated financial statements have been prepared and audited by Huang, Shih-Chun and Wu, Yu-Lung, CPAs of PricewaterhouseCoopers, Taiwan, and an unqualified audit report has been issued and placed on record.

(see Attachment IV)

Resolution `：`

Shares represented at the time of voting ： 321,312,434

Voting Result：

VotingResult：
Voting Results*	% of the total represented sharepresent
Votes in favor`：`315,225,105 votes (246,730,561 votes)	98.11%
Votes against`：`500,602 votes (500,602 votes)	0.15%
Votes abstained / No votes`：`5,586,727 votes (4,992,682 votes)	1.74%
Votes invalid`：`0 votes	0.00%

*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 2023 earnings of the Company.

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Explanation ： In 2023, the net profit after tax of the Company was NT$268,323,032. According to the provisions of Article 27-1 of the Articles of Association, "the annual dividends to shareholders shall not be less than 50% of the net profit of the current period. However, in the event that the net profit of the current year is less than 5% of the total paid-in capital, dividends may not be distributed," an earnings distribution table would be prepared (see Attachment V).

Resolution `：`

Shares represented at the time of voting ： 321,312,434

Voting Result：

Voting Results*	% of the total represented sharepresent
Votes in favor`：`316,141,610 votes (247,647,066 votes)	98.39%
Votes against`：`461,083 votes (461,083 votes)	0.14%
Votes abstained / No votes`：`4,709,741 votes (4,115,696 votes)	1.47%
Votes invalid`：`0 votes	0.00%

including votes casted electronically (numbers in brackets)

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

V.Discussion

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. 1120004167 announcement of Taiwan Stock Exchange Corporation about the amendment to the “Rules for Procedure for Shareholders' Meetings of XX Co., Ltd.” on March 17, 2023 and business needs of the Company, it is proposed to partially amend the Company’s "Rules for Procedure for Shareholders' Meetings”. Please refer to the next page for the comparison table of amended articles.

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Resolution：

Shares represented at the time of voting ： 321,312,434

Voting Result：

Voting Results*	% of the total represented sharepresent
Votes in favor`：`316,140,338 votes (247,645,794 votes)	98.40%
Votes against`：`465,407 votes (465,407 votes)	0.14%
Votes abstained / No votes`：`4,706,689 votes (4,112,644 votes)	1.46%
Votes invalid`：`0 votes	0.00%

including votes casted electronically (numbers in brackets)

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

Shareholder Remarks on Approval and Discussion Items

 Summary of Shareholders' Speech for B (Account number not provided) `：`

I have been consuming Wei Chuan’s products since I was a child. Despite the decline in Wei Chuan's business, the Company has been distributing compensation to directors and employees, but the dividends are low. There is room for improvement. Wei Chuan should seriously manage the Taiwanese market. With dedicated leadership, Wei Chuan's products will not fall behind.

Chairman ： We are deeply moved by the continued support from all shareholders. When I joined Wei Chuan in 2019, I encouraged my colleagues to restore the glory of the five-ring logo. We remember the guidance from all shareholders and are progressing step by step. Shareholders can look forward to our efforts.

 Summary of Shareholders' Speech for Account No. 252840 1[st] time `：`

Regarding the financial report, operating income in 2023 decreased compared to 2022, but earnings per share increased. Why did total assets and total liabilities decrease? (Meeting handbook, page 28)

Chairman: Please ask CFO HUANG, KUO-CHEN to respond.

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CFO ： According to page 15 of the meeting handbook, total assets have slightly increased compared to the same period last year. According to page 17, operating income and net profit have slightly increased. The team will continue to work hard to meet shareholder expectations.

Chairman: Please ask CPA HUANG, SHIH-CHUN to respond.

CPA ： The financial statements include both individual and consolidated reports. Page 17 is the consolidated financial report of the group, while the shareholder was looking at the individual financial report of the parent company, where revenue decreased. The revenue growth mainly comes from the mainland subsidiaries.

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time `：`

The attendance rate at other companies' shareholders' meetings is 80-90%, but Wei Chuan's is only about 60%. Do other shareholders not care about Wei Chuan? Efforts should be made to invite more shareholders to participate in the shareholders' meeting.

Chairman ： We believe shareholders have long-term confidence in Wei Chuan and are very grateful for the trusting shareholders. We acknowledge this situation and will keep shareholders' suggestions in mind.

VI. Extemporary Motions `：` None.

VII. Meeting Adjourned ： 9:52 a.m., June 27 2024 (Thursday)

Chairman ： CHEN, HUNG-YU, the Chairman of the Board of Directors Recorder ： HSU, YU-CHUNG

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

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Attachment I 【】

Report Item I

2023 Business Report

2023 Business Report of Wei Chuan Foods Corporation

In 2023, market conditions were significantly impacted by continued fluctuations in commodity prices. Coupled with inflation and cost pressures, businesses faced severe challenges. Despite these adverse conditions, Wei Chuan Corporation achieved a consolidated operating revenue of NT$21,476,354 thousand for 2023, reflecting a 7.5% increase compared to 2022. The net profit attributable to the owners of the parent company was NT$268,323 thousand, with an earnings per share of NT$0.53.

Amid changing consumer demands and behaviors, consolidation among distributors and the transformation of the digital economy, the Company must continue to seek breakthrough, innovate, and develop products with higher quality and higher added value. Consequently, Wei Chuan has centered its business strategy on "accumulating brand value" and "building an efficient organization." Underpinning these core principles are the pillars of "innovative and differentiated competitiveness," "responsiveness in quality and speed," and "organizational integration and collaborative capabilities" to address changes and challenges in the external market environment.

Business in Taiwan ：

In 2023, due to the continued rise in raw material prices and more conservative consumer behavior, the operating performance in Taiwan was not as good as expected. Facing the current difficult operating environment and market challenges, strategic initiatives will focus on：

Upgrading product capabilities and optimizing product strength to establish new growth trajectories for the brand. Providing comprehensive services centered around channel customers to create value. Establishing core competitive advantages in categories and integrating the supply chain system. Additionally, to adapt to the digital economy era, we will accelerate digital transformation initiatives, steering business operations towards a healthier cyclical direction and laying a solid foundation for medium and long-term development.

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Business in Mainland China ：

In the rapidly changing market environment of 2023, the performance of Mainland China operations surpassed that of 2022. Building on this momentum, strategic initiatives will focus on：

Deepening the foundation of mid-to-high-end brands to create strong brand clusters. Enhancing the retail channel's position in the chilled market and expanding into ambient product categories to increase market coverage. Rapidly expanding customer, regional, and category reach within business channels to build core competitiveness. Continuously optimizing online platform operations and accumulating consumer assets to effectively drive sales. Ongoing enhancement of core category competitiveness and the establishment and efficiency improvement of the supply chain system.

2023 marks the 70th anniversary of Wei Chuan Corporation. Our journey has been made possible by the long-term support and care of our shareholders, consumers, and the public. Looking forward, the entire Wei Chuan team remains committed to our mission of creating a healthy and convenient food culture. With the strategic focus on "deepening roots in Taiwan and developing in Mainland China," and the business positioning of "food manufacturing, brand marketing, and channel management," we will not only continue to deepen our operations in the Greater China market but also actively expand into export markets. We aim to create new growth drivers and achieve better business performance, thereby laying the foundation for sustainable operations. At the same time, Wei Chuan Corporation will continue to actively engage in environmental protection, social responsibility, and corporate governance, as well as ongoing talent cultivation. Only with sustainable talent can we achieve sustainable development. Let us join hands as we move towards Wei Chuan’s centennial milestone!

Chairman: Chen, Hung-Yu

General Manager: Accounting Manager: Lin, Chien-Hung Huang, Chih-Yu

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Attachment II 【】

Report item II

2023 Audit Committee's Review Report

WEI CHUAN FOODS Corp. Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2023 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. 2024 Annual Shareholders’ Meeting

Chairman of the Audit Committee：Li, Zhi-Ping March 12, 2024

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Attachment III 【】

Report item III

2023 Report on Endorsement and Guarantee

I. The total endorsement and guarantee of the Company and its subsidiaries shall not exceed 120% of the Company's net worth. As of the end of December 2023, the total endorsement guarantee of the Company and its subsidiaries amounted to NT$2,074,663 thousand, which did not exceed 120% of the Company's net worth, and complied with the operational procedures for making endorsement and guarantee.
II. The limit for the amount of endorsement and guarantee of a single party is RMB$200,000,000 of Suzhou Wei-chuan Foods Co., Ltd., converted into NT$867,042 thousand, 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 detailed statement of endorsement and guarantee of the Company and its subsidiaries are shown in the table below.

Detailed statement of endorsement and guarantee of the Company and its subsidiaries as of the end of December, 2023

its subsidiaries as	its subsidiaries as	of the end of December, 2023	of the end of December, 2023	of the end of December, 2023
		Unit: NT$thousand, US$thousand or RMB thousand
Endorsement/ Guarantee Provider	Counter party	Currency	Limit for Endorsement/ Guarantee	Actual Amount Drawn
Wei Chuan	Cheng Shuen Nung Ranch Dairy Co.,Ltd.	NT$	160,000	96,000
Wei Chuan	CONCOURSE INTERNATIONAL INC.	USD Equivalent of NT$	20,000 614,100	0 0
The Company		NT$	774,100	96,000
Hangzhou Wei-chuan	Suzhou Wei-chuan Foods Co.,Ltd.	RMB EquivalentofNT$	200,000 867,042	23,690 102,701
Hangzhou Wei-chuan	Hangzhou Wei-chuan Biotechnology Foods Co.,Ltd.	RMB Equivalent of NT$	100,000 433,521	6,497 28,166
Subsidiaries		NT$	1,300,563	130,867
The Company and subsidiaries		NT$	2,074,663	226,867

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Attachment IV 【】

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR23000492

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, 2023 and 2022, 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 material 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, 2023 and 2022, 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 that came into effect 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 Financial Statement Audit and Attestation Financial Statement of Certified Public Accountants and Standards on Auditing of 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.

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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 2023 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2023 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.

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How our audit addressed the matter

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

Obtained an understanding of the Group’s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.
Obtained the reports derived from the Group’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.
Obtained the sales agreements of the Group’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.
Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.

Evaluation of inventories

Description

Refer to Note 4(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.

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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, 2023 and 2022.

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 that came into effect 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.

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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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

Huang, Shih-Chun Wu, Yu-Lung

For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2024

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

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

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Assets	December 31,2023 AMOUNT % `$` `1,667,471` `9` `269,087` `2` `33,720` `-` `2,436,563` `14` `169,657` `1` `57,564` `-` `26,198` `-` `1,692,374` `10` `419,969` `2` `12,667` `-` `6,785,270` `38` `23,452` `-` `8,000` `-` `15,962` `-` `8,513,627` `47` `834,047` `5` `211,619` `1` `215,815` `1` `140,839` `1` `1,143,552` `6` `135,532` `1` `11,242,445` `62` `$` `18,027,715` `100`	(Reexpression)	(Reexpression)
		December 31, 2022
	AMOUNT `$` `1,667,471` `269,087` `33,720` `2,436,563` `169,657` `57,564` `26,198` `1,692,374` `419,969` `12,667` `6,785,270` `23,452` `8,000` `15,962` `8,513,627` `834,047` `211,619` `215,815` `140,839` `1,143,552` `135,532` `11,242,445` `$` `18,027,715`	AMOUNT `$` `964,499` `2,270` `31,965` `2,321,146` `172,040` `117,142` `37,199` `1,551,775` `496,811` `28,182` `5,723,029` `23,452` `8,060` `16,441` `9,093,780` `787,959` `216,866` `190,166` `142,086` `1,186,142` `271,426` `11,936,378` `$` `17,659,407`	%
Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 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 equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1830 Non-current biological assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			`5` `-` `-` `13` `1` `1` `-` `9` `3` `-`
			`32`
			`-` `-` `-` `52` `4` `1` `1` `1` `7` `2`
			`68`
			`100`

(Continued)

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Liabilities and Equity December 31,2023
(Reexpression)
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(13)
$
2,671,611
15
$
2,041,678
12
6(14)
222,907
1
155,231
1
6(22)
91,156
1
94,300
-
93
-
212
-
1,681,805
9
1,563,356
9
7(2)
88,672
1
54,675
-
6(15)
2,029,231
11
1,896,034
11
75,247
-
29,549
-
160,967
1
135,975
1
6(16)
114,701
1
220,919
1
13,070
-
14,902
-
7,149,460
40
6,206,831
35
6(16)
2,487,961
14
2,974,351
17
6(28)
623,059
4
718,853
4
232,542
1
233,489
1
6(17)
242,693
1
293,227
2
3,586,255
20
4,219,920
24
10,735,715
60
10,426,751
59
6(19)
5,060,629
28
5,060,629
29
6(20)
36,115
-
36,115
-
6(21)
821,468
5
786,135
4
204,898
1
285,547
2
1,435,071
8
1,260,898
7
(
274,237) (
2) (
204,898) (
1 )
7,283,944
40
7,224,426
41
8,056
-
8,230
-
7,292,000
40
7,232,656
41
9
11
$
18,027,715
100
$
17,659,407
100

Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current Liabilities
Total non-current liabilities
2540
Non-current portion of non-current
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 commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

Liabilities and Equity	December 31,2023 (Reexpression) December 31, 2022 Notes AMOUNT % AMOUNT % 6(13) `$` `2,671,611` `15` `$` `2,041,678` `12` 6(14) `222,907` `1` `155,231` `1` 6(22) `91,156` `1` `94,300` `-` `93` `-` `212` `-` `1,681,805` `9` `1,563,356` `9` 7(2) `88,672` `1` `54,675` `-` 6(15) `2,029,231` `11` `1,896,034` `11` `75,247` `-` `29,549` `-` `160,967` `1` `135,975` `1` 6(16) `114,701` `1` `220,919` `1` `13,070` `-` `14,902` `-` `7,149,460` `40` `6,206,831` `35` 6(16) `2,487,961` `14` `2,974,351` `17` 6(28) `623,059` `4` `718,853` `4` `232,542` `1` `233,489` `1` 6(17) `242,693` `1` `293,227` `2` `3,586,255` `20` `4,219,920` `24` `10,735,715` `60` `10,426,751` `59` 6(19) `5,060,629` `28` `5,060,629` `29` 6(20) `36,115` `-` `36,115` `-` 6(21) `821,468` `5` `786,135` `4` `204,898` `1` `285,547` `2` `1,435,071` `8` `1,260,898` `7` `(` `274,237) (` `2) (` `204,898) (` `1 )` `7,283,944` `40` `7,224,426` `41` `8,056` `-` `8,230` `-` `7,292,000` `40` `7,232,656` `41` 9 11 `$` `18,027,715` `100` `$` `17,659,407` `100`
Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current income tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities, others 21XX Total current Liabilities Total non-current liabilities 2540 Non-current portion of non-current 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 commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

20/41

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(22) and 7(2)
$
21,476,354
100
$
19,972,832
100
6(4)(26) and 7(2)
(
15,672,351) (
73) (
14,474,786) (
73)
5,804,003
27
5,498,046
27
6(26)
(
4,276,019) (
20) (
4,107,491) (
21)
(
904,836) (
4) (
846,046) (
4)
(
242,995) (
1) (
210,338) (
1)
12(2)
(
59,103)
-
6
-
(
5,482,953) (
25) (
5,163,869) (
26)
321,050
2
334,177
1
34,823
-
21,024
-
6(23) and 7(2)
296,753
1
313,214
2
6(24)
(
104,528)
-
(
267,432) (
1)
6(25)
(
165,812) (
1) (
120,397) (
1)
12(2)
-
-
20,833
-
6(5)
(
479)
-
(
1,619)
-
60,757
-
(
34,377)
-
381,807
2
299,800
1
6(28)
(
112,291) (
1) (
58,717)
-
$
269,516
1
$
241,083
1
6(18)
($
19,014)
-
$
113,133
1
(
19,014)
-
113,133
1
(
74,694)
-
81,520
-
6(28)
5,087
-
(
828)
-
(
69,607)
-
80,692
-
($
88,621)
-
$
193,825
1
$
180,895
1
$
434,908
2
$
268,323
1
$
240,283
1
1,193
-
800
-
$
269,516
1
$
241,083
1
$
179,961
1
$
433,983
2
934
-
925
-
$
180,895
1
$
434,908
2
6(29)
$
0.53
$
0.47
6(29)
$
0.53
$
0.47

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 gains (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 equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Components of other comprehensive
income 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 related 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

Items	Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(22) and 7(2) `$` `21,476,354` `100` `$` `19,972,832` `100` 6(4)(26) and 7(2) `(` `15,672,351) (` `73) (` `14,474,786) (` `73)` `5,804,003` `27` `5,498,046` `27` 6(26) `(` `4,276,019) (` `20) (` `4,107,491) (` `21)` `(` `904,836) (` `4) (` `846,046) (` `4)` `(` `242,995) (` `1) (` `210,338) (` `1)` 12(2) `(` `59,103)` `-` `6` `-` `(` `5,482,953) (` `25) (` `5,163,869) (` `26)` `321,050` `2` `334,177` `1` `34,823` `-` `21,024` `-` 6(23) and 7(2) `296,753` `1` `313,214` `2` 6(24) `(` `104,528)` `-` `(` `267,432) (` `1)` 6(25) `(` `165,812) (` `1) (` `120,397) (` `1)` 12(2) `-` `-` `20,833` `-` 6(5) `(` `479)` `-` `(` `1,619)` `-` `60,757` `-` `(` `34,377)` `-` `381,807` `2` `299,800` `1` 6(28) `(` `112,291) (` `1) (` `58,717)` `-` `$` `269,516` `1` `$` `241,083` `1` 6(18) `($` `19,014)` `-` `$` `113,133` `1` `(` `19,014)` `-` `113,133` `1` `(` `74,694)` `-` `81,520` `-` 6(28) `5,087` `-` `(` `828)` `-` `(` `69,607)` `-` `80,692` `-` `($` `88,621)` `-` `$` `193,825` `1` `$` `180,895` `1` `$` `434,908` `2` `$` `268,323` `1` `$` `240,283` `1` `1,193` `-` `800` `-` `$` `269,516` `1` `$` `241,083` `1` `$` `179,961` `1` `$` `433,983` `2` `934` `-` `925` `-` `$` `180,895` `1` `$` `434,908` `2` 6(29) `$` `0.53` `$` `0.47` 6(29) `$` `0.53` `$` `0.47`
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 gains (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 equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Components of other comprehensive income 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 related 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

21/41

Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of 2021 retained earnings Legal reserve appropriated 6(21) Special reserve appropriated 6(21) Cash dividends 6(21) Changes in non-controlling interests Balance at December 31, 2022 Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) for the year Appropriation and distribution of 2022 retained earnings Legal reserve appropriated 6(21) Special reserve reversed 6(21) Cash dividends 6(21) Changes in non-controlling interests Balance at December 31, 2023	`$ 5,060,629` `-` `-` `-` `-` `-` `-` `-` `$ 5,060,629` `$ 5,060,629` `-` `-` `-` `-` `-` `-` `-` `$ 5,060,629`	`$` `36,115` `-` `-` `-` `-` `-` `-` `-` `$` `36,115` `$` `36,115` `-` `-` `-` `-` `-` `-` `-` `$` `36,115`	`$ 736,381` `$ 252,501` `$ 1,243,902` `($ 285,547` `)` `$ 7,043,981` `$` `8,072` `$ 7,052,053` `-` `-` `240,283` `-` `240,283` `800` `241,083` `-` `-` `113,051` `80,649` `193,700` `125` `193,825` `-` `-` `353,334` `80,649` `433,983` `925` `434,908` `49,754` `-` `(` `49,754 )` `-` `-` `-` `-` `-` `33,046` `(` `33,046 )` `-` `-` `-` `-` `-` `-` `(` `253,538 )` `-` `(` `253,538 )` `-` `(` `253,538` `)` `-` `-` `-` `-` `-` `(` `767 ) (` `767` `)` `$ 786,135` `$ 285,547` `$ 1,260,898` `($ 204,898` `)` `$ 7,224,426` `$` `8,230` `$ 7,232,656` `$ 786,135` `$ 285,547` `$ 1,260,898` `($ 204,898` `)` `$ 7,224,426` `$` `8,230` `$ 7,232,656` `-` `-` `268,323` `-` `268,323` `1,193` `269,516` `-` `-` `(` `19,023 ) (` `69,339` `)` `(` `88,362 ) (` `259 ) (` `88,621` `)` `-` `-` `249,300` `(` `69,339` `)` `179,961` `934` `180,895` `35,333` `-` `(` `35,333 )` `-` `-` `-` `-` `-` `(` `80,649 )` `80,649` `-` `-` `-` `-` `-` `-` `(` `120,443 )` `-` `(` `120,443 )` `-` `(` `120,443` `)` `-` `-` `-` `-` `-` `(` `1,108 ) (` `1,108` `)` `$ 821,468` `$ 204,898` `$ 1,435,071` `($ 274,237` `)` `$ 7,283,944` `$` `8,056` `$ 7,292,000`

22/41

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax			`$`	`381,807` `$`	`299,800`
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense	6(26)			`1,055,262`	`1,090,557`
Amortisation expense	6(26)			`36,211`	`28,365`
Expected credit loss	12(2)			`59,103` `(`	`20,839` `)`
Interest expense	6(25)			`165,812`	`120,397`
Interest income		`(`		`34,823` `)` `(`	`21,024` `)`
Dividends income	6(23)	`(`		`6,596` `)` `(`	`2,081` `)`
Net loss (gains) on financial assets or liabilities at fair	6(24)
value through profit or loss		`(`		`16,011` `)`	`4,802`
Share of (loss) profit of associates accounted for using	6(5)
the equity method				`479`	`1,619`
Losses on disposal of property, plant and equipment	6(24)
and biological assets				`36,063`	`26,231`
Net gain or loss on disposals of subsidiaries	6(24)	`(`		`18,426` `)`	`-`
Reversal of impairment loss on non-financial assets	6(24)			`-` `(`	`16` `)`
Prepayments for business facilities transferred to
expense				`150`	`-`
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable		`(`		`1,755` `)`	`11,031`
Accounts receivable		`(`		`173,402` `)`	`44,616`
Accounts receivable due from related parties				`2,383`	`48,221`
Other receivables				`57,445`	`20,793`
Inventories		`(`		`140,599` `)` `(`	`168,166` `)`
Prepayments				`76,842` `(`	`6,039` `)`
Other current assets				`15,515` `(`	`11,806` `)`
Other non-current assets				`176,354` `(`	`16,563` `)`
Changes in operating liabilities
Current contract liabilities		`(`		`3,144` `)`	`7,820`
Notes payable		`(`		`119` `)`	`151`
Accounts payable				`118,449` `(`	`61,727` `)`
Accounts payable to related parties				`33,997` `(`	`3,245` `)`
Other payables				`103,531` `(`	`276,237` `)`
Other current liabilities		`(`		`1,832` `)`	`2,514`
Other non-current liabilities		`(`		`73,419` `)` `(`	`48,975` `)`
Cash inflow generated from operations				`1,849,277`	`1,070,199`
Interest received				`34,823`	`21,024`
Dividends received				`6,351`	`2,057`
Interest paid		`(`		`168,973` `)` `(`	`114,224` `)`
Income taxes paid		`(`		`103,641` `)` `(`	`130,376` `)`
Net cash flows from operating activities				`1,617,837`	`848,680`

(Continued)

==> picture [56 x 35] intentionally omitted <==

23/41

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit
or loss		`($`		`273,635` `)` `($`	`175,384` `)`
Proceeds from disposal of financial assets at fair value
through profit or loss				`29,858`	`173,663`
Acquisition of property, plant and equipment	6(30)	`(`		`298,526` `)` `(`	`609,349` `)`
Proceeds from disposal of property, plant and equipment	6(30)			`90,684`	`2,595`
Acquisition of right-of-use assets		`(`		`49,292` `)` `(`	`42,027` `)`
Acquisition of intangible assets	6(9)	`(`		`64,681` `)` `(`	`47,064` `)`
Acquisition of biological assets	6(10)	`(`		`65,549` `)` `(`	`64,609` `)`
Proceeds from disposal of biological assets	6(30)			`16,815`	`15,838`
Increase in prepayments for business facilities		`(`		`131,609` `)` `(`	`98,054` `)`
Decrease (increase) in refundable deposits	6(11)	`(`		`2,329` `)`	`5,083`
Decrease (increase) in restricted bank deposits				`60` `(`	`60` `)`
Net cash flows used in investing activities		`(`		`748,204` `)` `(`	`839,368` `)`
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings	6(31)			`629,933`	`594,852`
Increase (decrease) in short-term notes and bills payable	6(31)			`67,676` `(`	`14,769` `)`
Payments of lease liabilities	6(31)	`(`		`174,823` `)` `(`	`166,470` `)`
Repayments of long-term borrowings	6(31)	`(`		`5,991,643` `)` `(`	`4,902,996` `)`
Proceeds from long-term borrowings	6(31)			`5,400,000`	`4,410,486`
(Decrease) increase in guarantee deposits	6(17)			`3,863` `(`	`15,116` `)`
Dividends paid	6(21)	`(`		`120,443` `)` `(`	`253,538` `)`
Changes in non-controlling interests		`(`		`1,108` `)` `(`	`767` `)`
Net cash flows used in financing activities		`(`		`186,545` `)` `(`	`348,318` `)`
Effect of exchange rate changes				`19,884`	`11,434`
Net increase (decrease) in cash and cash equivalents				`702,972` `(`	`327,572` `)`
Cash and cash equivalents at beginning of year	6(1)			`964,499`	`1,292,071`
Cash and cash equivalents at end of year	6(1)		`$`	`1,667,471` `$`	`964,499`

==> picture [51 x 32] intentionally omitted <==

24/41

INDEPENDENT AUDITORS’ REPORT

PWCR23000491

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, 2023 and 2022, 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 material 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, 2023 and 2022, 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 audits of the parent company only financial statements in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of 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.

25/41

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 2023 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 2023 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(19) 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.

==> picture [63 x 31] intentionally omitted <==

26/41

How our audit addressed the matter

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

1.Obtained an understanding of the Company ’ s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.
2.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.
3.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.
4.Performed tests of invoices after the balance sheet date 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 shelflife 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.

==> picture [70 x 32] intentionally omitted <==

27/41

How our audit addressed the matter

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

1.Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are consistent.
2.Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
3.Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages and identify the influence on the valuation of inventory.
4.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.

28/41

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 Standards on Auditing of 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.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

1.Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
3.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty

==> picture [74 x 36] intentionally omitted <==

29/41

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

5.Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

30/41

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.

Huang, Shih-Chun

[Wu, Yu-Lung ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2024

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

==> picture [62 x 37] intentionally omitted <==

31/41

Assets	December 31, 2023 AMOUNT % `$` `458,329` `4` `269,087` `2` `21,798` `-` `960,942` `8` `3,693` `-` `116,875` `1` `873` `-` `806,528` `7` `60,152` `1` `11,147` `-` `2,709,424` `23` `23,117` `-` `8,000` `-` `4,341,560` `37` `3,413,624` `29` `155,196` `1` `182,942` `2` `1,879` `-` `922,543` `8` `10,658` `-` `9,059,519` `77` `$` `11,768,943` `100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `458,329` `269,087` `21,798` `960,942` `3,693` `116,875` `873` `806,528` `60,152` `11,147` `2,709,424` `23,117` `8,000` `4,341,560` `3,413,624` `155,196` `182,942` `1,879` `922,543` `10,658` `9,059,519` `$` `11,768,943`	AMOUNT `$` `365,877` `2,270` `22,078` `1,019,015` `4,381` `112,394` `206` `772,966` `14,897` `27,934` `2,342,018` `23,117` `8,060` `5,110,895` `3,491,875` `177,533` `188,258` `-` `961,910` `10,590` `9,972,238` `$` `12,314,256`	%
Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable due from related, 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 under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			`3` `-` `-` `9` `-` `1` `-` `6` `-` `-`
			`19`
			`-` `-` `42` `28` `1` `2` `-` `8` `-`
			`81`
			`100`

(Continued)

==> picture [48 x 37] intentionally omitted <==

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Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
400,000
4
$
446,000
4
-
-
151
-
453,753
4
502,149
4
7(2)
98,628
1
157,746
1
6(12)
635,087
5
594,745
5
2,000
-
-
-
36,545
-
34,234
-
10,261
-
11,088
-
1,636,274
14
1,746,113
14
6(13)
2,099,961
18
2,469,892
20
6(25)
549,443
4
629,241
5
117,222
1
139,447
1
6(5)(14)
82,099
1
105,137
1
2,848,725
24
3,343,717
27
4,484,999
38
5,089,830
41
6(16)
5,060,629
43
5,060,629
41
6(17)
36,115
-
36,115
-
6(18)
821,468
7
786,135
7
204,898
2
285,547
2
1,435,071
12
1,260,898
10
(
274,237) (
2) (
204,898) (
1 )
7,283,944
62
7,224,426
59
9
11
$
11,768,943
100
$
12,314,256
100

Current liabilities
2100
Short-term borrowings
2150
Notes payables
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
2399
Other current liabilities, others
21XX
Total current Liabilities
Non-current liabilities
2540
Non-current portion of non-current
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

Liabilities and Equity	December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(11) `$` `400,000` `4` `$` `446,000` `4` `-` `-` `151` `-` `453,753` `4` `502,149` `4` 7(2) `98,628` `1` `157,746` `1` 6(12) `635,087` `5` `594,745` `5` `2,000` `-` `-` `-` `36,545` `-` `34,234` `-` `10,261` `-` `11,088` `-` `1,636,274` `14` `1,746,113` `14` 6(13) `2,099,961` `18` `2,469,892` `20` 6(25) `549,443` `4` `629,241` `5` `117,222` `1` `139,447` `1` 6(5)(14) `82,099` `1` `105,137` `1` `2,848,725` `24` `3,343,717` `27` `4,484,999` `38` `5,089,830` `41` 6(16) `5,060,629` `43` `5,060,629` `41` 6(17) `36,115` `-` `36,115` `-` 6(18) `821,468` `7` `786,135` `7` `204,898` `2` `285,547` `2` `1,435,071` `12` `1,260,898` `10` `(` `274,237) (` `2) (` `204,898) (` `1 )` `7,283,944` `62` `7,224,426` `59` 9 11 `$` `11,768,943` `100` `$` `12,314,256` `100`
Current liabilities 2100 Short-term borrowings 2150 Notes payables 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current income tax liabilities 2280 Current lease liabilities 2399 Other current liabilities, others 21XX Total current Liabilities Non-current liabilities 2540 Non-current portion of non-current 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

33/41

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(19) and 7(2)
$
7,957,995
100
$
8,095,812
100
6(4)(23) and 7(2)
(
6,381,944) (
80) (
6,376,387) (
79)
1,576,051
20
1,719,425
21
6(23) and 7(2)
(
1,281,668) (
16) (
1,327,799) (
16)
(
286,324) (
4) (
280,418) (
4)
(
105,815) (
1) (
106,838) (
1)
12(2)
8
- (
56)
-
(
1,673,799) (
21) (
1,715,111) (
21)
(
97,748) (
1)
4,314
-
9,405
-
2,253
-
6(20) and 7(2)
122,660
2
197,859
2
6(21)
17,101
- (
21,540)
-
6(22) and 7(2)
(
58,859) (
1) (
45,193) (
1)
6(5)
241,129
3
128,889
2
331,436
4
262,268
3
233,688
3
266,582
3
6(25)
34,635
- (
26,299)
-
$
268,323
3
$
240,283
3
6(15)
($
18,198)
-
$
105,725
1
6(5)
(
825)
-
7,326
-
(
19,023)
-
113,051
1
6(5)
(
69,339) (
1)
80,649
1
(
69,339) (
1)
80,649
1
($
88,362) (
1) $
193,700
2
$
179,961
2
$
433,983
5
6(26)
$
0.53
$
0.47
6(26)
$
0.53
$
0.47

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 gains (losses)
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries,
associates and joint ventures
accounted for using equity method,
net
7000
Total non-operating income and
expense
7900
Profit before income tax
7950
Income tax benefit (expense)
8200
Profit for the year
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Gains (losses) on remeasurements of
defined benefit plans
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method
8310
Components of other
comprehensive (loss) income that
will not be reclassified to profit or
loss
8361
Exchange differences on translation
8360
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
Profit for the year
Diluted earnings per share
9850
Profit for the year

Items	Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(19) and 7(2) `$` `7,957,995` `100` `$` `8,095,812` `100` 6(4)(23) and 7(2) `(` `6,381,944) (` `80) (` `6,376,387) (` `79)` `1,576,051` `20` `1,719,425` `21` 6(23) and 7(2) `(` `1,281,668) (` `16) (` `1,327,799) (` `16)` `(` `286,324) (` `4) (` `280,418) (` `4)` `(` `105,815) (` `1) (` `106,838) (` `1)` 12(2) `8` `- (` `56)` `-` `(` `1,673,799) (` `21) (` `1,715,111) (` `21)` `(` `97,748) (` `1)` `4,314` `-` `9,405` `-` `2,253` `-` 6(20) and 7(2) `122,660` `2` `197,859` `2` 6(21) `17,101` `- (` `21,540)` `-` 6(22) and 7(2) `(` `58,859) (` `1) (` `45,193) (` `1)` 6(5) `241,129` `3` `128,889` `2` `331,436` `4` `262,268` `3` `233,688` `3` `266,582` `3` 6(25) `34,635` `- (` `26,299)` `-` `$` `268,323` `3` `$` `240,283` `3` 6(15) `($` `18,198)` `-` `$` `105,725` `1` 6(5) `(` `825)` `-` `7,326` `-` `(` `19,023)` `-` `113,051` `1` 6(5) `(` `69,339) (` `1)` `80,649` `1` `(` `69,339) (` `1)` `80,649` `1` `($` `88,362) (` `1) $` `193,700` `2` `$` `179,961` `2` `$` `433,983` `5` 6(26) `$` `0.53` `$` `0.47` 6(26) `$` `0.53` `$` `0.47`
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 gains (losses) 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expense 7900 Profit before income tax 7950 Income tax benefit (expense) 8200 Profit for the year Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss 8361 Exchange differences on translation 8360 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 Profit for the year Diluted earnings per share 9850 Profit for the year

34/41

Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation and distribution of 2021 retained earnings Legal reserve appropriated 6(18) Special reserve appropriated 6(18) Cash dividends 6(18) Balance at December 31, 2022 Year ended December 31, 2023 Balance at January 1, 2023 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriation and distribution of 2022 retained earnings Legal reserve appropriated 6(18) Special reserve reversed 6(18) Cash dividends 6(18) Balance at December 31, 2023	`$ 5,060,629` `-` `-` `-` `-` `-` `-` `$ 5,060,629` `$ 5,060,629` `-` `-` `-` `-` `-` `-` `$ 5,060,629`	`$` `36,115` `-` `-` `-` `-` `-` `-` `$` `36,115` `$` `36,115` `-` `-` `-` `-` `-` `-` `$` `36,115`	`$` `736,381` `$` `252,501` `$ 1,243,902` `($` `285,547)` `$ 7,043,981` `-` `-` `240,283` `-` `240,283` `-` `-` `113,051` `80,649` `193,700` `-` `-` `353,334` `80,649` `433,983` `49,754` `-` `(` `49,754` `)` `-` `-` `-` `33,046` `(` `33,046` `)` `-` `-` `-` `-` `(` `253,538` `)` `-` `(` `253,538` `)` `$` `786,135` `$` `285,547` `$ 1,260,898` `($` `204,898)` `$ 7,224,426` `$` `786,135` `$` `285,547` `$ 1,260,898` `($` `204,898)` `$ 7,224,426` `-` `-` `268,323` `-` `268,323` `-` `-` `(` `19,023` `)` `(` `69,339) (` `88,362` `)` `-` `-` `249,300` `(` `69,339)` `179,961` `35,333` `-` `(` `35,333` `)` `-` `-` `-` `(` `80,649)` `80,649` `-` `-` `-` `-` `(` `120,443` `)` `-` `(` `120,443` `)` `$` `821,468` `$` `204,898` `$ 1,435,071` `($` `274,237)` `$ 7,283,944`

35/41

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax			`$`	`233,688` `$`	`266,582`
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense	6(23)			`240,810`	`259,163`
Amortisation expense	6(23)			`40`	`-`
Expected credit loss (profit)	12(3)	`(`		`8` `)`	`56`
Interest expense	6(22)			`58,859`	`45,193`
Interest income		`(`		`9,405` `)` `(`	`2,253` `)`
Dividends income	6(20)	`(`		`6,596` `)` `(`	`2,081` `)`
Net loss on financial assets at fair value through	6(21)
profit or loss		`(`		`16,011` `)`	`4,802`
Share of profit of subsidiaries, associates and
joint ventures accounted for using the equity
method		`(`		`241,129` `)` `(`	`128,889` `)`
Gain on disposal of property, plant and	6(21)
equipment		`(`		`498` `)` `(`	`91` `)`
Gain on reversal of impairment loss on non-	6(21)
financial assets				`-` `(`	`16` `)`
prepayments for business facilities transferred to
expense				`150`	`-`
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable				`280`	`12,216`
Accounts receivable				`58,055` `(`	`47,392` `)`
Accounts receivable to related parties				`688`	`4,787`
Other receivables		`(`		`8,859` `)`	`2,441`
Inventories		`(`		`33,562` `)` `(`	`98,991` `)`
Prepayments		`(`		`45,255` `)`	`5,403`
Other current assets				`16,787` `(`	`11,870` `)`
Changes in operating liabilities
Notes payables		`(`		`151` `)`	`129`
Accounts payable		`(`		`48,396` `)` `(`	`12,685` `)`
Accounts payable to related parties		`(`		`59,118` `)` `(`	`39,012` `)`
Other payables				`26,234` `(`	`41,440` `)`
Other current liabilities		`(`		`827` `)`	`670`
Other non-current liabilities		`(`		`43,943` `)` `(`	`44,420` `)`
Cash inflow generated from operations				`121,833`	`172,302`
Interest received				`9,405`	`2,253`
Dividends received				`741,363`	`531,880`
Interest paid		`(`		`60,549` `)` `(`	`40,413` `)`
Income taxes paid		`(`		`4,332` `)` `(`	`1,110` `)`
Net cash flows from operating activities				`807,720`	`664,912`

(Continued)

36/41

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from capital reduction of subsidiaries	6(5) and 7(2)		`$`	`205,353` `$`	`-`
Acquisition of financial assets at fair value through
profit or loss		`(`		`273,635` `)` `(`	`175,384` `)`
Proceeds from disposal of financial assets at fair
value through profit or loss				`29,858`	`173,663`
Acquisition of investments accounted for using the
equity method				`-` `(`	`100,000` `)`
Acquisition of property, plant and equipment	6(27)	`(`		`101,538` `)` `(`	`101,482` `)`
Proceeds from disposal of property, plant and
equipment				`504`	`107`
Increase (decrease) in prepayments for business
facilities		`(`		`135` `)`	`-`
Acquisition of intagible assets		`(`		`1,919` `)`	`-`
Decrease in refundable deposits paid	6(9)	`(`		`126` `)` `(`	`237` `)`
Increase (decrease) in restricted bank deposits				`60` `(`	`60` `)`
Net cash flows used in investing activities		`(`		`141,578` `)` `(`	`203,393` `)`
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings	6(28)	`(`		`46,000` `)`	`296,000`
Payments of lease liabilities	6(28)	`(`		`39,890` `)` `(`	`40,740` `)`
Repayments of long-term borrowings	6(28)	`(`		`5,770,000` `)` `(`	`4,722,750` `)`
Proceeds from long-term borrowings	6(28)			`5,400,000`	`4,270,000`
Increase in guarantee deposits received	6(14)			`2,643`	`1,000`
Dividends paid	6(18)	`(`		`120,443` `)` `(`	`253,538` `)`
Net cash flows used in financing activities		`(`		`573,690` `)` `(`	`450,028` `)`
Net increase in cash and cash equivalents				`92,452`	`11,491`
Cash and cash equivalents at beginning of year	6(1)			`365,877`	`354,386`
Cash and cash equivalents at end of year	6(1)		`$`	`458,329` `$`	`365,877`

37/41

Attachment V 【】

Wei Chuan Foods Corporation Earnings Distribution Table 2023

		Unit: NTD
Item	Total	Total
2022 netprofit after tax	268,323,032
Add: Included in the undistributed earnings of the current year
Remeasurement of defined benefitplans	(19,022,769)
Total	249,300,263
Less: Legal reserve appropriated	(24,930,026)
Add: Special reserve reversed	(69,339,753)
Add: Undistributed earnings at beginningof theperiod	1,185,770,407
Distributable earnings	1,340,800,891
Less: Cash dividends distributed(NT$0.53per share)	(134,612,735)
Undistributed earnings at the end of theperiod		1,206,188,156

Chairman: Chen, Hung-Yu General Manager: Lin, Chien-Hung Accounting Manager: Huang, Chih-Yu

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Attachment VI 【】

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 stipulated by laws and regulations, the shareholders' meeting of the company shall be convened by the board of directors. If the company holds a video conference of shareholders’ meeting, except as otherwise stipulated by the guidelines for handling stock affairs of public companies, it should be specified in	Unless otherwise stipulated by laws and regulations, the shareholders' meeting of the company shall be convened by the board of directors. Any changes to the way the shareholders' meeting is convened must be resolved by the board of directors. The company shall send the electronic files of the notice of the shareholders' meeting, proxy forms, agendas for ratification, discussion, election or dismissal of directors, explanatory materials to the Market Observation Post System 30 days before the annual general meeting or 15 days before an extraordinary general meeting. Additionally, the shareholders' meeting manual and supplementary	In accordance with TZZL Zi No. 1120004167 of Taiwan Stock Exchange Corporation on March 17, 2023. 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.
	the articles of incorporation and resolved by the board of directors. The video conference of shareholders’meeting shall be conducted by the board of directors
	with the attendance of more than two-thirds of the directors and the approval of more than half of the directors present.Any changes to the way the shareholders' meeting is convened must be resolved by the board of directors. The company shall send the electronic files of the notice of the shareholders' meeting, proxy forms, agendas for ratification, discussion, election or dismissal of directors, explanatory materials, the shareholders'meeting manual, and supplementary informationto the Market Observation Post System 30 days before the annual general meeting or 15 days before an extraordinary general meeting. The shareholders' meeting manual and supplementary information
		information shall be sent to the Market Observation Post System 21
		days before the annual general meeting or 15 days before an extraordinary general meeting. The shareholders' meeting manual and supplementaryinformation

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Article No.	Amended Provision	Current Provision	Description
	shall be prepared 15 days before the meeting for shareholders to access at any time and shall be displayed at the company and the professional stock affairs agent appointed by the company. (Remaining parts omitted)	shall be prepared 15 days before the meeting for shareholders to access at any time and shall be displayed at the company and the professional stock affairs agent appointed by the company. (Remaining parts omitted)
Article 2-1	When the company holds a video conference of shareholders’ meeting, the notice of the shareholders' meeting shall specify the following: (Items 1 and 2 omitted) 3. When holding a video conference of shareholders’ meeting, the notice shall specify the appropriate alternative measures provided to shareholders who have difficulty participating in the shareholders' meeting via video means.Except as stipulated by Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Public Companies, the company shall at least provide shareholders with connection equipment and necessary assistance and specify the	When the company holds a video conference of shareholders’ meeting, the notice of the shareholders' meeting shall specify the following: (Items 1 and 2 omitted) 3. When holding a video conference of shareholders’ meeting, the notice shall specify the appropriate alternative measures provided to shareholders who have difficulty participating in the shareholders' meeting via video means.	In accordance with TZZL Zi No. 1120004167 of Taiwan Stock Exchange Corporation on March 17, 2023. 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.
	period during which shareholders may apply to the company and other relevant matters that need attention.

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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 25-2	When the company holds a video conference of shareholders’ meeting, it shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting via video means.Except as stipulated by Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Public Companies, the company shall at least provide shareholders with connection equipment and necessary assistance and specify the	When the company holds a video conference of shareholders’ meeting, it shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting via video means.	In accordance with TZZL Zi No. 1120004167 of Taiwan Stock Exchange Corporation on March 17, 2023. 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.
	period during which shareholders may apply to the company and other relevant matters that need attention.

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AI assistant

WEI CHUAN — AGM Information 2024

51742_rns_2024-07-17_9ed91a51-90fa-4a5e-acda-c34f50a074a9.pdf

WEI CHUAN FOODS Corp. Minutes of 2024 Annual Shareholders’ Meeting

II. Chairman's speech (omitted)

III. Report items

1. 2023 Business Report (see Attachment I)

2. 2023 Audit Committee's Review Report (see Attachment II)

3. 2023 Report on Endorsement and Guarantee (see Attachment III)

4. 2023 Report on Employees’ and Directors’ Remuneration

5.2023 Report on the Distribution of Earnings as Cash Dividends

Shareholder Remarks on Report Items

 Summary of Shareholders' Speech for A 1[st] time (Account number not provided) ：

 Summary of Shareholders' Speech for A 2[nd] time (Account number not provided) ：

 Summary of Shareholders' Speech for Account No. 252840 1[st] time ：

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time ：

IV. Proposals

Proposal I.

Proposal ： Adoption of the Company's 2023 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

Resolution ：

Voting Result：

Proposal II.

Resolution ：

V.Discussion

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

Resolution：

Voting Result：

Shareholder Remarks on Approval and Discussion Items

 Summary of Shareholders' Speech for B (Account number not provided) ：

 Summary of Shareholders' Speech for Account No. 252840 1[st] time ：

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time ：

VI. Extemporary Motions ： None.

Report Item I

2023 Business Report

2023 Business Report of Wei Chuan Foods Corporation

Business in Taiwan ：

Business in Mainland China ：

Report item II

2023 Audit Committee's Review Report

WEI CHUAN FOODS Corp. Audit Committee's Review Report

Regards,

Report item III

2023 Report on Endorsement and Guarantee

Detailed statement of endorsement and guarantee of the Company and its subsidiaries as of the end of December, 2023

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Estimation of sales incentives

Description

How our audit addressed the matter

Evaluation of inventories

How our audit addressed the matter

Other matter – Parent company only financial statements

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditors’ responsibilities for the audit of the consolidated financial statements

Huang, Shih-Chun Wu, Yu-Lung

INDEPENDENT AUDITORS’ REPORT

PWCR23000491

Opinion

Basis for opinion

Key audit matters

Estimation of sales incentives

Description

How our audit addressed the matter

Evaluation of inventories

Description

How our audit addressed the matter

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

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

Huang, Shih-Chun

[Wu, Yu-Lung ]

Wei Chuan Foods Corporation Earnings Distribution Table 2023

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

Comparison Table of Amended Provisions of the Rules for Procedure for

Shareholders' Meetings of Wei Chuan Foods Corporation (Continued)

More from WEI CHUAN

WEI CHUAN AGM Information 2024

 Summary of Shareholders' Speech for A 1[st] time (Account number not provided) `：`

 Summary of Shareholders' Speech for A 2[nd] time (Account number not provided) `：`

 Summary of Shareholders' Speech for Account No. 252840 1[st] time `：`

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time `：`

Proposal `：` Adoption of the Company's 2023 Business Report and Financial Statements and subsidiaries' consolidated financial statements.

Resolution `：`

Resolution `：`

 Summary of Shareholders' Speech for B (Account number not provided) `：`

 Summary of Shareholders' Speech for Account No. 252840 1[st] time `：`

 Summary of Shareholders' Speech for Account No. 252840 2[nd] time `：`

VI. Extemporary Motions `：` None.