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WEI CHUAN — AGM Information 2026
May 20, 2026
51742_rns_2026-05-20_d495b889-efb3-4734-ae36-29d5c561c9c1.pdf
AGM Information
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WEI CHUAN FOODS CORP.
2026 Annual Shareholders' Meeting
Meeting Agenda
Type of Meeting : Physical Meeting
Meeting Time : Jun. 23 2026 (Tuesday) 9:00 a.m.
Meeting venue : Lecture Hall, Floor 1, Importers and
Exporters Association of Taipei (No. 350,
Songjiang Rd., Zhongshan Dist., Taipei City)
June 23, 2026
Table of Contents
Meeting Agenda ... 1
Report Items
I. 2025 Business Report ... 3
II. 2025 Audit Committee’s Review Report ... 5
III. 2025 Report on Endorsements and Guarantees ... 6
IV. 2025 Report on Employees’ and Directors’ Remunerations ... 7
V. 2025 Report on the Distribution of Earnings as Cash Dividends ... 8
Proposed Resolutions
I. Adoption of the Company’s 2025 Business Report, Financial Statements and Subsidiaries' Consolidated Financial Statements ... 10
II. Adoption of the Proposal for Distribution of 2025 Earnings of the Company ... 32
Discussions
I. Amendment to the Company’s Articles of Incorporation ... 34
II. To Release the Company’s Directors and Representatives of Corporate Directors from Non-Competition Restrictions ... 36
Appendix
I. Articles of Incorporation of Wei Chuan Foods Corporation ... 39
II. Rules of Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation ... 48
III. Shareholding Status of Directors of Wei Chuan Foods Corporation ... 61
Meeting Agenda
Type of Meeting: Physical shareholders' Meeting
Meeting Time: Jun. 23 2026 (Tuesday) 9:00 a.m.
Meeting Venue: Lecture Hall, Floor 1, Importers and Exporters Association of Taipei
(No. 350, Songjiang Rd., Zhongshan Dist., Taipei City)
Chapter 1. Calling the meeting to order
Chapter 2. Chairman's speech
Chapter 3. Report Items
I. 2025 Business Report
II. 2025 Audit Committee’s Review Report
III. 2025 Report on Endorsements and Guarantees
IV. 2025 Report on Employees’ and Directors’ Remunerations
V. 2025 Report on the Distribution of Earnings as Cash Dividends
Chapter 4. Proposed Resolutions
I. Adoption of the Company’s 2025 Business Report, Financial Statements and Subsidiaries' Consolidated Financial Statements
II. Adoption of the Proposal for Distribution of 2025 Earnings of the Company
Chapter 5. Discussions
I. Amendment to the Company’s Articles of Incorporation
II. To Release the Company’s Directors and Representatives of Corporate Directors from Non-Competition Restrictions
Chapter 6. Extemporary Motion
Chapter 7. Adjournment
2
Report Items
3
Report Item I
2025 Business Report
2025 Business Report of Wei Chuan Foods Corporation
Looking back at the overall economic environment in 2025, global inflation continues to decline, but there are still uncertainties such as international trade, geopolitical issues, climate change, and fluctuations in the prices and volume of international food raw materials, which have caused a certain degree of impact and disruption to business operations. Faced with the business environment in 2026, the International Monetary Fund (IMF) estimated the global economic growth rate at 3.3%, while Taiwan, according to the Directorate-General of Budget, Accounting and Statistics, estimates a decline from 3.54% to 7.71%.
From the perspective of the domestic food industry, the industry's total output in 2025 was approximately NT$1,006 billion, with a growth of 0.20%. In the face of rapid changes in the industrial environment, global inflation and cost pressures, and shifts in consumer demand and consumption patterns, the consolidation of domestic channel operators, and the rise of digital business models, businesses must reinforce their fundamentals. By cultivating the value chain over the long term, they can build core competitiveness. Efforts should focus on 6 key areas: "core raw materials, core products, core distribution channels, structural adjustments, strong organizations, and building models," enabling a qualitative change in the business operation and promoting positive cyclical development to respond to changes in the external market environment and severe market competition challenges.
In 2025, despite external headwinds, the Company achieved consolidated operating revenue of NT$21,842,084 thousand, a decrease of 6.95% compared to 2024; consolidated net operating income was NT$366,119 thousand, with net income attributable to the parent company's shareholders amounting to NT$203,055 thousand, and earnings per share of NT$0.40.
Business in Taiwan :
In the face of an increasingly severe operating environment and market challenges, the Company will strengthen the promotion of core strategies from the perspectives of "intensive cultivation of major channel customers and the development of new channels and new members," "focusing on key categories and core brand management," "creating core competitive advantages in quality and cost," "building a systematic and efficient operational model," and "cultivating key talents and experts within the organization." At the same time, in response to the rise of the digital economy, the Company will implement plans for digital transformation to enhance operational health and move toward a virtuous cycle of sustainable growth, thereby laying a solid foundation for the medium to long-term development of the business.
4
Business in Mainland China :
Building upon established policies and strategies, the Company will continue to accelerate the development of its operations in Mainland China. The strategic push will focus on "intensive cultivation of major customers and expansion of distribution networks," "focusing on core products in juice and dairy," "resource integration to enhance cost competitiveness," "improving supply chain production and logistics synergies," "cultivating key talents and experts," and "enhancing operational system efficiency" to face the severe and changing market environment and competitive challenges.
International Business :
Strategic initiatives will focus on "deepening cooperation with major clients and the development of new regions," "refining core brand categories," "integrating raw materials to enhance cost competitiveness," "strengthening the cultivation of international talents," and "promoting external strategic cooperation," to accelerate the establishment of new markets overseas.
Looking ahead, with the long-term trust and support of our shareholders, consumers, and the broader public, Wei Chuan Foods Corporation is about to enter its 73rd year. The management team will continue to uphold its core philosophy of "health, safety, and convenience" in food operations, while adhering to the strategic focus of "deepening roots in Taiwan, expanding in Mainland China, and advancing globally." Anchored in its core business pillars of food manufacturing, brand marketing, and channel management, the Company will, on the foundation of strengthening its core markets and consolidating existing advantages, adopt a more proactive approach and pragmatic measures to accelerate the development and expansion of its overseas markets. Through these efforts, the Company aims to unlock new growth potential, enhance operational performance, and lay a solid foundation for sustainable development.
At the same time, guided by its sense of corporate social responsibility and core values, the Company will continue to invest resources in talent development, actively promote social welfare initiatives and environmental sustainability practices, and give back to society through concrete actions. In doing so, it strives to fulfill its role and responsibilities as a responsible corporate citizen.
Chairman: Hsu, Wen-Fang
General Manager: Teng, Yi-Yung
Accounting Supervisor: Huang, Chih-Yu
5
Report Item II
2025 Audit Committee's Review Report
Audit Committee's Review Report of
Wei Chuan Foods Corporation
The Board of Directors has prepared the Company 2025 Annual Business Report, Financial Statements, and Profit Distribution Proposal, among others. The Financial Statements have been audited by PwC Taiwan and an audit report has been issued. The above business report, financial statements, and profit distribution proposal have been reviewed by our audit committee and found to be in compliance. Therefore, we report as above in accordance with the relevant provisions of the Securities and Exchange Act and Company Act, and respectfully request your review.
Regards,
Wei Chuan Foods Corporation 2026 Annual Shareholders' Meeting
Chairman of the Audit Committee : Li, Zhi-Ping
March 13, 2026
Report Item III
2025 Report on Endorsements and Guarantees
I. The Company and its subsidiaries' total endorsement guarantee amount is limited to 1.2 times the net value of the Company. As of December 31, 2025, the total endorsements/guarantees of the Company and its subsidiaries amounted to NT$1,206,186 thousand, which did not exceed 1.2 times the net value of the Company, in compliance with the Company's Regulations Governing Endorsements and Guarantees.
II. The Company and its subsidiaries' endorsements/guarantees provided for a single entity shall not exceed US$17 million provided for Concourse International Inc., which is equivalent to NT$534,310 thousand, and shall not exceed one-third of the total endorsement guarantee limit, in accordance with the procedures for endorsement/guarantees of the Company.
III. The details of endorsements/guarantees provided for the Company and its subsidiaries are shown in the table below.
Endorsements/Guarantees Provided by the Company and Its Subsidiaries as of December 31, 2025
Unit: Thousands of NTD, USD, or RMB
| Guarantor | Counterparty | Currency | Limit on Endorsement/Guarantee | Actual Amount Drawn |
|---|---|---|---|---|
| Wei Chuan | Cheng Shuen Nung Ranch Dairy Co., Ltd. | NT$ | 180,000 | 100,000 |
| Wei Chuan | Concourse International Inc. | US$ | ||
| Equivalent | ||||
| of | ||||
| NT$ | 17,000 | |||
| 534,310 | 0 | |||
| 0 | ||||
| The Company | NT$ | 714,310 | 100,000 | |
| Hangzhou Wei chuan | Hangzhou Concourse Trading Co., Ltd. | RMB | ||
| Equivalent | ||||
| of | ||||
| NT$ | 20,000 | |||
| 89,432 | 10,000 | |||
| 44,716 | ||||
| Hangzhou Wei chuan | Hangzhou Weichuan Biotechnology Foods Co., Ltd. | RMB | ||
| Equivalent | ||||
| of | ||||
| NT$ | 90,000 | |||
| 402,444 | 11,500 | |||
| 51,423 | ||||
| Subsidiaries | NT$ | 491,876 | 96,139 | |
| The Company and Subsidiaries | NT$ | 1,206,186 | 196,139 |
7
Report Item IV
2025 Report on Employees' and Directors' Remunerations
I. According to Article 27 of the Articles of Incorporation, the appropriation and distribution of employee and director remunerations shall be made.
II. The 2025 employee remuneration amounted to NT$3,079,907 and the director remuneration amounted to NT$3,018,309, both were paid in cash.
Report Item V
2025 Report on the Distribution of Earnings as Cash Dividends
I. According to Article 27-1 of the Articles of Incorporation, the Board of Directors may resolve to distribute all or part of the dividends in cash and report to the shareholders.
II. The value of cash dividends payable of the Company in 2025 is NT$0.21 per share and the total amount is NT$106,273,212.
III. The cash dividends to be distributed are rounded off to the nearest NT dollar, with the decimal places removed. The part to be distributed to each shareholder, which is less than NT$1 will be transferred to the non-operating income.
IV. This proposal has been approved by the Board of Directors and the Chairman is authorized to determine the record date of cash dividend distribution separately.
8
9
Proposed Resolutions
10
Proposal I
Proposed by the Board of Directors
Proposal: Adoption of the Company's 2025 Business Report, Financial Statements and Subsidiaries' Consolidated Financial Statements.
Description: Financial statements of the Company in 2025 has been completed, and the Company's Business Report and financial statements and consolidated financial statements have been prepared and audited by PwC Taiwan CPAs Huang, Shih-Chun and Yeh, Tsui-Miao, and an audit report with an unqualified opinion has been issued. (See Pages 3 to 4 of this handbook for the Business Report, Pages 11 to 31 of this handbook for the Independent Auditors' Report and Financial Statements.)
Resolution:
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
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, 2025 and 2024, 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, 2025 and 2024, 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.
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 2025 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 2025 consolidated financial statements are stated as follows:
12
Estimation of sales incentives
Description
Refer to Note 4 (29) for accounting policy on estimated accrued sales incentive payables, Note 5 (2) for the uncertainty of accounting judgments, assumptions and estimates in relation to estimated accrued sales incentive payables and Note 6 (15) for details of sales incentive payables.
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 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.
Existence of sales revenue
Description
Refer to Note 4(29) for accounting policy on revenue, and Note 6(22) for details of revenue.
The primary sales customers of the Group are stable, mainly well-known major manufacturers, with concentrated trading counterparts, and a sound system and operational processes have been established. However, since major trading counterparts may have a material impact on the Group’s consolidated financial statements, the auditors have identified the existence of sales revenue from major sales customers as one of the matters that were most significant in the audit.
13
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
- Understanding the control procedures performed by management over sales within the internal control system.
- Selecting samples of evaluation data for major sales customers and verifying against public information.
- Testing the credit approval for major sales customers.
- Obtaining sales details for major sales customers and vouching related supporting documents.
- Sending confirmation requests to selected major sales customers regarding their accounts receivable.
- Obtaining post-period receipt details for major sales customers and vouching related supporting documents.
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, 2025 and 2024.
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.
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.
14
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.
-
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.
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
Yeh, Tsui-Miao
For and on behalf of PricewaterhouseCoopers, Taiwan
March 13, 2026
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.
15
WEEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
DECEMBER 31, 2025 AND 2024
Expressed in thousands of NTD
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 963,800 | 5 | $ 1,325,519 | 8 |
| 1110 | Current financial assets at fair value through profit or loss | 6 (2) | 155,459 | 1 | 119,779 | 1 |
| 1136 | Current financial assets at amortized cost | 6 (1) and 8 | - | - | 4,800 | - |
| 1150 | Notes receivable, net | 6 (3) | 14,745 | - | 15,977 | - |
| 1170 | Accounts receivable, net | 6 (3) | 2,476,125 | 14 | 2,325,277 | 13 |
| 1180 | Accounts receivable due from related parties, net | 6 (3) and 7 | 161,785 | 1 | 175,587 | 1 |
| 1200 | Other receivables | 7 | 166,353 | 1 | 87,396 | - |
| 1220 | Income tax assets for the period | 29,846 | - | 20,419 | - | |
| 130X | Inventories | 6 (4) | 1,677,020 | 10 | 1,818,896 | 10 |
| 1410 | Prepayments | 7 | 386,176 | 2 | 497,061 | 3 |
| 1470 | Other current assets | 7,384 | - | 14,266 | - | |
| 11XX | Total current assets | 6,038,693 | 34 | 6,404,977 | 36 | |
| Non-current assets | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss | 6 (2) | 23,452 | - | 23,452 | - |
| 1535 | Non-current financial assets at amortized cost | 6 (1) and 8 | 8,000 | - | 8,000 | - |
| 1550 | Investments accounted for using equity method | 6 (5) | 15,366 | - | 15,664 | - |
| 1600 | Property, plant and equipment | 6 (6) and 8 | 9,043,308 | 51 | 8,615,248 | 49 |
| 1755 | Right-of-use assets | 6 (7) | 703,249 | 4 | 788,092 | 5 |
| 1760 | Investment property, net | 6 (8) and 8 | 200,780 | 1 | 206,202 | 1 |
| 1780 | Intangible assets | 6 (9) | 235,944 | 2 | 223,251 | 1 |
| 1830 | Non-current biological assets | 6 (10) | 146,889 | 1 | 145,699 | 1 |
| 1840 | Deferred tax assets | 6 (28) | 1,061,544 | 6 | 1,101,014 | 6 |
| 1900 | Other non-current assets | 6 (11) | 142,212 | 1 | 89,483 | 1 |
| 15XX | Total non-current assets | 11,580,744 | 66 | 11,216,105 | 64 | |
| 1XXX | Total assets | $ 17,619,437 | 100 | $ 17,621,082 | 100 |
(Continued on next page)
WEEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
DECEMBER 31, 2025 AND 2024
Expressed in thousands of NTD
| Liability and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 (13) | $ 1,991,369 | 11 | $ 1,821,228 | 10 |
| 2110 | Short-term notes and bills payable | 6 (14) | 114,923 | 1 | 108,978 | 1 |
| 2130 | Contract liabilities - current | 6 (22) | 132,810 | 1 | 139,713 | 1 |
| 2150 | Notes payable | 330 | - | - | - | |
| 2170 | Accounts payable | 1,462,575 | 8 | 1,596,750 | 9 | |
| 2180 | Accounts payable – related parties | 7 | 222,595 | 1 | 312,803 | 2 |
| 2200 | Other payables | 6 (15) | 1,882,986 | 10 | 2,008,842 | 11 |
| 2230 | Income tax liabilities for the period | 102,894 | 1 | 33,685 | - | |
| 2280 | Lease liabilities - current | 121,895 | 1 | 108,223 | 1 | |
| 2320 | Long-term liabilities, current portion | 6 (16) | ||||
| 18,000 | - | 18,000 | - | |||
| 2399 | Other current liabilities - others | 18,471 | - | 15,714 | - | |
| 21XX | Total current liabilities | 6,068,848 | 34 | 6,163,936 | 35 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6 (16) | 2,822,017 | 16 | 2,570,000 | 15 |
| 2570 | Deferred tax liabilities | 6 (28) | 701,021 | 4 | 675,212 | 4 |
| 2580 | Lease liabilities - non-current | 147,198 | 1 | 230,722 | 1 | |
| 2600 | Other non-current liabilities | 6 (17) | 209,599 | 1 | 247,516 | 1 |
| 25XX | Total non-current liabilities | 3,879,835 | 22 | 3,723,450 | 21 | |
| 2XXX | Total liabilities | 9,948,683 | 56 | 9,887,386 | 56 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6 (19) | |||||
| 3110 | Ordinary share | 5,060,629 | 29 | 5,060,629 | 29 | |
| Capital surplus | 6 (20) | |||||
| 3200 | Capital surplus | 49,394 | - | 41,007 | - | |
| Retained earnings | 6 (21) | |||||
| 3310 | Legal reserve | 887,993 | 5 | 846,398 | 5 | |
| 3320 | Special reserve | 118,768 | 1 | 274,238 | 2 | |
| 3350 | Unappropriated retained earnings | 1,726,492 | 10 | 1,622,135 | 9 | |
| Other equity | ||||||
| 3400 | Other equity | ( 180,809) | ( 1) | ( 118,767) | ( 1) | |
| 31XX | Equity attributable to owners of parent | |||||
| Total | 7,662,467 | 44 | 7,725,640 | 44 | ||
| 36XX | Non-controlling interests | 8,287 | - | 8,056 | - | |
| 3XXX | Total equity | 7,670,754 | 44 | 7,733,696 | 44 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| Significant subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 17,619,437 | 100 | $ 17,621,082 | 100 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
(Except for Earnings per Share)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 (22) and 7 | $ 21,842,084 | 100 | $ 23,473,804 | 100 |
| 5000 | Operating costs | 6 (4) (26) and 7 | ( 15,911,056) | ( 73) | ( 17,050,563) | ( 72) |
| 5950 | Gross profit from operations | 5,931,028 | 27 | 6,423,241 | 28 | |
| Operating expenses | 6 (26) and 7 | |||||
| 6100 | Selling expenses | ( 4,394,832) | ( 20) | ( 4,575,504) | ( 20) | |
| 6200 | Administrative expenses | ( 882,095) | ( 4) | ( 1,006,241) | ( 4) | |
| 6300 | Research and development expenses | ( 278,404) | ( 1) | ( 258,556) | ( 1) | |
| 6450 | Expected credit impairment (losses) gains | 12 (2) | ( 9,578) | - | 2,782 | - |
| 6900 | Total operating expenses | ( 5,564,909) | ( 25) | ( 5,837,519) | ( 25) | |
| Net operating income | 366,119 | 2 | 585,722 | 3 | ||
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 13,907 | - | 22,977 | - | |
| 7010 | Other income | 6 (23) and 7 | 188,673 | 1 | 191,093 | 1 |
| 7020 | Other gains and losses | 6 (24) | ( 123,664) | ( 1) | ( 49,652) | - |
| 7050 | Finance costs | 6 (25) | ( 108,003) | - | ( 128,885) | ( 1) |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for using equity method | 6 (5) | ( 298) | - | ( 298) | - |
| 7000 | Total non-operating income and expenses | ( 29,385) | - | 35,235 | - | |
| 7900 | Profit before tax | 336,734 | 2 | 620,957 | 3 | |
| 7950 | Tax expenses | 6 (28) | ( 132,619) | ( 1) | ( 177,255) | ( 1) |
| 8200 | Net Profits | $ 204,115 | 1 | $ 443,702 | 2 | |
| Items that will not be reclassified subsequently to profit or loss | ||||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 6 (18) | $ 40,540 | - | ($ 26,747) | - |
| 8310 | Items that will not be reclassified subsequently to profit or loss | 40,540 | - | ( 26,747) | - | |
| Items that may be reclassified subsequently to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign financial statements | ( 62,042) | - | 155,470 | - | |
| 8360 | Total amount of items that may be reclassified subsequently to profit or loss | ( 62,042) | - | 155,470 | - | |
| 8300 | Other comprehensive income (losses) (net) | ($ 21,502) | - | $ 128,723 | - | |
| 8500 | Total comprehensive income (loss) for the period | $ 182,613 | 1 | $ 572,425 | 2 | |
| Net profit attributable to: | ||||||
| 8610 | Owners of parent company | $ 203,055 | 1 | $ 442,713 | 2 | |
| 8620 | Non-controlling interests | 1,060 | - | 989 | - | |
| Net Profits | $ 204,115 | 1 | $ 443,702 | 2 | ||
| Comprehensive income attributable to: | ||||||
| 8710 | Owners of parent company | $ 181,471 | 1 | $ 571,417 | 2 | |
| 8720 | Non-controlling interests | 1,142 | - | 1,008 | - | |
| Total comprehensive income (loss) for the period | $ 182,613 | 1 | $ 572,425 | 2 | ||
| Basic earnings per share | ||||||
| 9750 | Net Profits | 6 (29) | $ 0.40 | $ 0.87 | ||
| Diluted earnings per share | ||||||
| 9850 | Net Profits | 6 (29) | $ 0.40 | $ 0.87 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
| Notes | Equity attributable to owners of parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share | Capital surplus | Retained earnings | Other equity | Total | Non-controlling interests | Total equity | |||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | ||||||||
| Year ended December 31, 2024 | |||||||||||
| Balance on January 1, 2024 | $ 5,060,629 | $ 36,115 | $ 821,468 | $ 204,898 | $ 1,435,071 | ($ 274,237) | $ 7,283,944 | $ 8,056 | $ 7,292,000 | ||
| Net profits | - | - | - | - | 442,713 | - | 442,713 | 989 | 443,702 | ||
| Other comprehensive income (loss) for the period | - | - | - | - | ( 26,766) | 155,470 | 128,704 | 19 | 128,723 | ||
| Total other comprehensive income (loss) for the period | - | - | - | - | 415,947 | 155,470 | 571,417 | 1,008 | 572,425 | ||
| Appropriation and distribution of 2023 retained earnings | |||||||||||
| Legal reserve appropriated | 6 (21) | - | - | 24,930 | - | ( 24,930) | - | - | - | - | |
| Special reserve appropriated (reversed) | 6 (21) | - | - | - | 69,340 | ( 69,340) | - | - | - | - | |
| Cash dividends | 6 (21) | - | - | - | - | ( 134,613) | - | ( 134,613) | - | ( 134,613) | |
| Dividends unclaimed by shareholders beyond the claim period | - | 4,892 | - | - | - | - | 4,892 | - | 4,892 | ||
| Changes in non-controlling interests | - | - | - | - | - | - | - | ( 1,008) | ( 1,008) | ||
| Balance on December 31, 2024 | $ 5,060,629 | $ 41,007 | $ 846,398 | $ 274,238 | $ 1,622,135 | ($ 118,767) | $ 7,725,640 | $ 8,056 | $ 7,733,696 | ||
| Year ended December 31, 2025 | |||||||||||
| Balance on January 1, 2025 | $ 5,060,629 | $ 41,007 | $ 846,398 | $ 274,238 | $ 1,622,135 | ($ 118,767) | $ 7,725,640 | $ 8,056 | $ 7,733,696 | ||
| Net Profits | - | - | - | - | 203,055 | - | 203,055 | 1,060 | 204,115 | ||
| Other comprehensive income (loss) for the period | - | - | - | - | 40,458 | ( 62,042) | ( 21,584) | 82 | ( 21,502) | ||
| Total other comprehensive income (loss) for the period | - | - | - | - | 243,513 | ( 62,042) | 181,471 | 1,142 | 182,613 | ||
| Appropriation and distribution of 2024 retained earnings | |||||||||||
| Legal reserve appropriated | 6 (21) | - | - | 41,595 | - | ( 41,595) | - | - | - | - | |
| Special reserve appropriated (reversed) | 6 (21) | - | - | - | ( 155,470) | 155,470 | - | - | - | - | |
| Cash dividends | 6 (21) | - | - | - | - | ( 253,031) | - | ( 253,031) | - | ( 253,031) | |
| Dividends unclaimed by shareholders beyond the claim period | - | 8,387 | - | - | - | - | 8,387 | - | 8,387 | ||
| Changes in non-controlling interests | - | - | - | - | - | - | - | ( 911) | ( 911) | ||
| Balance on December 31, 2025 | $ 5,060,629 | $ 49,394 | $ 887,993 | $ 118,768 | $ 1,726,492 | ($ 180,809) | $ 7,662,467 | $ 8,287 | $ 7,670,754 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
WEEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit (loss) before tax | $ 336,734 | $ 620,957 | |
| Adjustments: | |||
| Reconcile profit item | |||
| Depreciation expense | 6 (26) | 1,032,888 | 1,096,990 |
| Amortization expense | 6 (26) | 45,876 | 41,281 |
| Expected credit losses (gains) | 12 (2) | 9,578 | ( 2,782) |
| Gains (losses) on financial assets and liabilities measured at fair value through profit or loss | 6 (24) | ( 13,451) | ( 8,225) |
| Interest expenses | 6 (25) | 108,003 | 128,885 |
| Interest income | ( 13,907) | ( 22,977) | |
| Dividend income | 6 (23) | ( 4,241) | ( 10,220) |
| Share of loss (profit) of associates accounted for using equity method | 6 (5) | 298 | 298 |
| Losses on disposal and scrapping of property, plant, equipment, and biological assets | 6 (24) | 27,280 | 17,211 |
| Impairment losses (reversals) on non-financial assets | 6 (24) | ( 14,023) | ( 4) |
| Losses on disposals of intangible assets other than goodwill | - | 338 | |
| Changes in operating assets/liabilities | |||
| Changes in operating assets | |||
| Notes receivable | 1,232 | 17,743 | |
| Accounts receivable | ( 160,426) | 114,068 | |
| Accounts receivable – related parties | 13,802 | ( 5,930) | |
| Other receivables | ( 56,640) | ( 31,482) | |
| Inventories | 141,876 | ( 126,522) | |
| Prepayments | 110,885 | ( 64,114) | |
| Other current assets | 6,882 | ( 1,624) | |
| Other non-current assets | 13,087 | 216 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | ( 6,903) | 48,557 | |
| Notes payable | 330 | ( 93) | |
| Accounts payable | ( 134,175) | ( 85,055) | |
| Accounts payable - related parties | ( 90,208) | 224,131 | |
| Other payables | ( 130,615) | ( 85,797) | |
| Other current liabilities | 2,757 | 2,644 | |
| Other non-current liabilities | ( 52,894) | ( 39,533) | |
| Cash generated from (used in) operations | 1,174,025 | 1,828,961 | |
| Interest received | 13,907 | 22,977 | |
| Dividends received | 4,167 | 10,489 | |
| Interest paid | ( 110,763) | ( 130,512) | |
| Income tax received (paid) | ( 7,883) | ( 118,844) | |
| Net cash generated from (used in) operating activities | $ 1,073,453 | $ 1,613,071 |
(Continued on next page)
20
WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| Acquisition of financial assets at fair value through profit or loss | ($ 336,999) | ($ 163,192) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 293,553 | 318,344 | |
| Proceeds from disposal of financial assets at amortized cost | 4,800 | ( 4,800) | |
| Acquisition of property, plant and equipment | 6 (30) | ( 1,358,261) | ( 654,754) |
| Proceeds from disposal of property, plant and equipment | 6 (30) | 14,319 | 10,658 |
| (Increase) decrease in refundable deposits paid | 6 (11) | ( 6,356) | ( 1,917) |
| Acquisition of intangible assets | 6 (9) | ( 47,903) | ( 35,907) |
| Acquisition of biological assets | 6 (10) | ( 62,268) | ( 58,047) |
| Proceeds from disposal of biological assets | 6 (30) | 27,091 | 18,814 |
| (Increase) decrease in prepayments for business facilities | ( 27,322) | ( 22,106) | |
| Acquisition of right-of-use assets | - | ( 42) | |
| Net cash flows from (used in) investing activities | ( 1,499,346) | ( 592,949) | |
| Cash flows from financing activities | |||
| Increase (decrease) in short-term borrowings | 6 (31) | 206,210 | ( 954,066) |
| Increase (decrease) in short-term notes and bills payable | 6 (31) | 5,945 | ( 113,929) |
| Proceeds from long-term borrowings | 6 (31) | 14,768,195 | 8,900,048 |
| Repayments of long-term borrowings | 6 (31) | ( 14,518,000) | ( 8,918,851) |
| Increase (decrease) in refundable deposits received | 6 (17) | 15,253 | 16,169 |
| Payments of lease liabilities | 6 (31) | ( 160,617) | ( 191,224) |
| Cash dividends paid | 6 (21) | ( 253,031) | ( 134,613) |
| Change in non-controlling interests | ( 911) | ( 1,008) | |
| Other financing activities | 8,387 | 4,892 | |
| Net cash flows from (used in) financing activities | 71,431 | ( 1,392,582) | |
| Effect of exchange rate | ( 7,257) | 30,508 | |
| Net increase (decrease) in cash and cash equivalents | ( 361,719) | ( 341,952) | |
| Cash and cash equivalents at beginning of period | 6 (1) | 1,325,519 | 1,667,471 |
| Cash and cash equivalents at end of period | 6 (1) | $ 963,800 | $ 1,325,519 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
21
22
INDEPENDENT AUDITORS' REPORT
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, 2025 and 2024, 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, 2025 and 2024, 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.
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 2025 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 2025 parent company only financial statements are stated as follows:
23
Estimation of sales incentives
Description
Refer to Note 4(27) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(12) for details of sales incentive payables.
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 recognize 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 authorized supervisor.
- 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 invoices after the balance sheet date and write-offs for the balances of incentives payable that are material on the balance sheet date.
Existence of sales revenue
Description
Refer to Note 4(27) for accounting policy on revenue, and Note 6(19) for details of revenue.
The primary sales customers of the Company are stable, mainly well-known major manufacturers, with concentrated trading counterparts, and a sound system and operational processes have been established. However, since major trading counterparts may have a material impact on the Company’s consolidated financial statements, the auditors have identified the existence of sales revenue from major sales customers as one of the matters that were most significant in the audit.
24
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
- Understanding the control procedures performed by management over sales within the internal control system.
- Selecting samples of evaluation data for major sales customers and verifying against public information.
- Testing the credit approval for major sales customers.
- Obtaining sales details for major sales customers and vouching related supporting documents.
- Sending confirmation requests to selected major sales customers regarding their accounts receivable.
- Obtaining post-period receipt details for major sales customers and vouching related supporting documents.
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 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:
- 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.
25
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Huang, Shih-Chun
Yeh, Tsui-Miao
For and on behalf of PricewaterhouseCoopers, Taiwan
March 13, 2026
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.
26
WEI CHUAN FOODS CORPORATION
Parent Company Only Balance Sheets
DECEMBER 31, 2025 AND 2024
Expressed in thousands of NTD
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 211,384 | 2 | $ 585,952 | 5 |
| 1110 | Current financial assets at fair value through profit or loss | 6 (2) | 155,459 | 1 | 119,779 | 1 |
| 1150 | Notes receivable, net | 6 (3) | 5,563 | - | 6,698 | - |
| 1170 | Accounts receivable, net | 6 (3) | 1,269,836 | 10 | 962,529 | 8 |
| 1180 | Accounts receivable due from related parties, net | 6 (3) and 7 (2) | 4,845 | - | 4,730 | - |
| 1200 | Other receivables | 7 (2) | 146,425 | 1 | 131,037 | 1 |
| 1220 | Income tax assets for the period | 206 | - | 417 | - | |
| 130X | Inventories | 6 (4) | 722,097 | 6 | 765,739 | 6 |
| 1410 | Prepayments | 7 (2) | 73,369 | - | 61,915 | 1 |
| 1470 | Other current assets | 5,043 | - | 13,076 | - | |
| 11XX | Total current assets | 2,594,227 | 20 | 2,651,872 | 22 | |
| Non-current assets | ||||||
| 1510 | Non-current financial assets at fair value through profit or loss | 6 (2) | 23,117 | - | 23,117 | - |
| 1535 | Non-current financial assets at amortized cost | 6 (1) and 8 | 8,000 | - | 8,000 | - |
| 1550 | Investments accounted for using equity method | 6 (5) and 7 (2) | 4,897,695 | 39 | 4,786,804 | 39 |
| 1600 | Property, plant and equipment | 6 (6) and 8 | 3,975,886 | 31 | 3,472,934 | 29 |
| 1755 | Right-of-use assets | 6 (7) | 107,566 | 1 | 126,494 | 1 |
| 1760 | Investment property, net | 6 (8) and 8 | 172,306 | 2 | 177,627 | 2 |
| 1780 | Intangible assets | 21,821 | - | 6,912 | - | |
| 1840 | Deferred tax assets | 6 (25) | 850,860 | 7 | 905,752 | 7 |
| 1900 | Other non-current assets | 6 (9) | 34,247 | - | 10,731 | - |
| 15XX | Total non-current assets | 10,091,498 | 80 | 9,518,371 | 78 | |
| 1XXX | Total assets | $ 12,685,725 | 100 | $ 12,170,243 | 100 |
(Continued on next page)
WEI CHUAN FOODS CORPORATION
Parent Company Only Balance Sheets
DECEMBER 31, 2025 AND 2024
Expressed in thousands of NTD
| Liability and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 (11) | $ 546,000 | 5 | $ 100,000 | 1 |
| 2150 | Notes payable | 330 | - | - | - | |
| 2170 | Accounts payable | 494,807 | 4 | 513,214 | 4 | |
| 2180 | Accounts payable - related parties | 7 (2) | 110,960 | 1 | 118,439 | 1 |
| 2200 | Other payables | 6 (12) | 770,343 | 6 | 701,680 | 6 |
| 2280 | Lease liabilities - current | 7 (2) | 30,692 | - | 34,696 | - |
| 2399 | Other current liabilities - others | 12,004 | - | 10,541 | - | |
| 21XX | Total current liabilities | 1,965,136 | 16 | 1,478,570 | 12 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6 (13) | 2,300,000 | 18 | 2,200,000 | 18 |
| 2570 | Deferred tax liabilities | 6 (25) | 647,014 | 5 | 610,051 | 5 |
| 2580 | Lease liabilities - non-current | 7 (2) | 76,649 | 1 | 90,819 | 1 |
| 2600 | Other non-current liabilities | 6 (5)(14) and 7 (2) | 34,459 | - | 65,163 | 1 |
| 25XX | Total non-current liabilities | 3,058,122 | 24 | 2,966,033 | 25 | |
| 2XXX | Total liabilities | 5,023,258 | 40 | 4,444,603 | 37 | |
| Equity | ||||||
| Share capital | 6 (16) | |||||
| 3110 | Ordinary share | 5,060,629 | 40 | 5,060,629 | 42 | |
| Capital surplus | 6 (17) | |||||
| 3200 | Capital surplus | 49,394 | - | 41,007 | - | |
| Retained earnings | 6 (18) | |||||
| 3310 | Legal reserve | 887,993 | 7 | 846,398 | 7 | |
| 3320 | Special reserve | 118,768 | 1 | 274,238 | 2 | |
| 3350 | Unappropriated retained earnings | 1,726,492 | 14 | 1,622,135 | 13 | |
| Other equity | ||||||
| 3400 | Other equity | ( 180,809) | ( 2) | ( 118,767) | ( 1) | |
| 3XXX | Total equity | 7,662,467 | 60 | 7,725,640 | 63 | |
| Significant contingent liabilities and unrecognized contractual commitments | 9 | |||||
| Significant subsequent events | 11 | |||||
| 3X2X | Total liabilities and equity | $ 12,685,725 | 100 | $ 12,170,243 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
WEEI CHUAN FOODS CORPORATION
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD, except for earnings per share in NTD
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 (19) and 7(2) | $ 8,762,354 | 100 | $ 8,316,751 | 100 |
| 5000 | Operating costs | 6 (4) (23) and 7(2) | ( 6,950,735) | ( 80) | ( 6,530,791) | ( 78) |
| 5950 | Gross profit from operations | 1,811,619 | 20 | 1,785,960 | 22 | |
| Operating expenses | 6 (23) and 7(2) | |||||
| 6100 | Selling expenses | ( 1,445,012) | ( 17) | ( 1,389,578) | ( 17) | |
| 6200 | Administrative expenses | ( 287,967) | ( 3) | ( 297,915) | ( 4) | |
| 6300 | Research and development expenses | ( 117,434) | ( 1) | ( 107,896) | ( 1) | |
| 6450 | Expected credit (losses) gains | 12 (2) | ( 82) | - | ( 500) | - |
| 6000 | Total operating expenses | ( 1,850,495) | ( 21) | ( 1,795,889) | ( 22) | |
| 6900 | Operating (loss) profit | ( 38,876) | ( 1) | ( 9,929) | - | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 4,934 | - | 4,226 | - | |
| 7010 | Other income | 6 (20) and 7(2) | 71,671 | 1 | 85,939 | 1 |
| 7020 | Other gains and losses | 6 (21) | 7,411 | - | 21,038 | - |
| 7050 | Finance costs | 6 (22) and 7(2) | ( 52,150) | ( 1) | ( 51,218) | ( 1) |
| 7070 | Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method, net | 6 (5) | ||||
| 7000 | Total non-operating income and expenses | 308,899 | 4 | 472,808 | 6 | |
| 7900 | Profit before tax | 340,765 | 4 | 532,793 | 6 | |
| 7950 | Tax expenses | 6 (25) | ( 98,834) | ( 1) | ( 80,151) | ( 1) |
| 8200 | Net Profits | $ 203,055 | 2 | $ 442,713 | 5 | |
| Items that will not be reclassified to profit or loss | ||||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 6 (15) | $ 34,065 | 1 | ($ 27,513) | - |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method - items that will not be reclassified to profit or loss | 6,393 | - | 747 | - | |
| 8310 | Total of items that will not be reclassified to profit or loss | 40,458 | 1 | ( 26,766) | - | |
| Items that may be reclassified subsequently to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign financial statements | 6 (5) | ( 62,042) | ( 1) | 155,470 | 2 |
| 8360 | Total amount of items that may be reclassified subsequently to profit or loss | ( 62,042) | ( 1) | 155,470 | 2 | |
| 8300 | Other comprehensive income (losses) (net) | ($ 21,584) | - | $ 128,704 | 2 | |
| 8500 | Total comprehensive income (loss) for the period | $ 181,471 | 2 | $ 571,417 | 7 | |
| Basic earnings per share | 6 (26) | |||||
| 9750 | Net Profits | $ 0.40 | $ | 0.87 | ||
| Diluted earnings per share | 6 (26) | |||||
| 9850 | Net Profits | $ 0.40 | $ | 0.87 |
The accompanying notes are an integral part of these parent company only financial statements.
WEEI CHUAN FOODS CORPORATION
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
| Notes | Ordinary share | Capital surplus | Retained earnings | Other equity | Total | |||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | |||||
| Year ended December 31, 2024 | ||||||||
| Balance on January 1, 2024 | $ 5,060,629 | $ 36,115 | $ 821,468 | $ 204,898 | $ 1,435,071 | ($ 274,237) | $ 7,283,944 | |
| Profit for the year | - | - | - | - | 442,713 | - | 442,713 | |
| Other comprehensive income (loss) for the period | - | - | - | - | ( 26,766 ) | 155,470 | 128,704 | |
| Total comprehensive income (loss) for the period | - | - | - | - | 415,947 | 155,470 | 571,417 | |
| Appropriation and distribution of 2023 retained earnings | ||||||||
| Legal reserve appropriated | 6 (18) | - | - | 24,930 | - | ( 24,930 ) | - | - |
| Special reserve appropriated (reversed) | 6 (18) | - | - | - | 69,340 | ( 69,340 ) | - | - |
| Cash dividends | 6 (18) | - | - | - | - | ( 134,613 ) | - | ( 134,613 ) |
| Dividends unclaimed transferred to capital surplus | - | 4,892 | - | - | - | - | 4,892 | |
| Balance on December 31, 2024 | $ 5,060,629 | $ 41,007 | $ 846,398 | $ 274,238 | $ 1,622,135 | ($ 118,767) | $ 7,725,640 | |
| Year ended December 31, 2025 | ||||||||
| Balance on January 1, 2025 | $ 5,060,629 | $ 41,007 | $ 846,398 | $ 274,238 | $ 1,622,135 | ($ 118,767) | $ 7,725,640 | |
| Net profits | - | - | - | - | 203,055 | - | 203,055 | |
| Other comprehensive income (loss) for the period | - | - | - | - | 40,458 | ( 62,042 ) | ( 21,584 ) | |
| Total comprehensive income (loss) for the period | - | - | - | - | 243,513 | ( 62,042 ) | 181,471 | |
| Appropriation and distribution of 2024 retained earnings | ||||||||
| Legal reserve appropriated | 6 (18) | - | - | 41,595 | - | ( 41,595 ) | - | - |
| Special reserve appropriated (reversed) | 6 (18) | - | - | - | ( 155,470 ) | 155,470 | - | - |
| Cash dividends | 6 (18) | - | - | - | - | ( 253,031 ) | - | ( 253,031 ) |
| Dividends unclaimed transferred to capital surplus | - | 8,387 | - | - | - | - | 8,387 | |
| Balance on December 31, 2025 | $ 5,060,629 | $ 49,394 | $ 887,993 | $ 118,768 | $ 1,726,492 | ($ 180,809) | $ 7,662,467 |
The accompanying notes are an integral part of these parent company only financial statements.
WEI CHUAN FOODS CORPORATION
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Expressed in thousands of NTD
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit before tax | $ 301,889 | $ 522,864 | |
| Adjustments | |||
| Reconcile profit item | |||
| Depreciation expense | 6 (23) | 243,154 | 235,478 |
| Amortization expense | 6 (23) | 3,883 | 1,165 |
| Expected credit losses (gains) | 12 (2) | 82 | 500 |
| Interest expenses | 6 (22) | 52,150 | 51,218 |
| Interest income | ( 4,934 ) | ( 4,226 ) | |
| Dividend income | 6 (20) | ( 4,241 ) | ( 10,220 ) |
| Net loss (gain) on financial assets at fair value through profit or loss | 6 (21) | ( 13,451 ) | ( 8,225 ) |
| Share of (profit) loss of subsidiaries, associates and joint ventures accounted for using the equity method | 6 (5) | ( 308,899 ) | ( 472,808 ) |
| Loss (gain) on disposal of property, plant and equipment | 9,220 | 7,060 | |
| Impairment losses (reversals) on non-financial assets | 6 (21) | ( 14,023 ) | ( 4 ) |
| Changes in operating assets/liabilities | |||
| Changes in operating assets | |||
| Notes receivable | 1,135 | 15,100 | |
| Accounts receivable | ( 307,389 ) | ( 2,087 ) | |
| Accounts receivable – related parties | ( 115 ) | ( 1,037 ) | |
| Other receivables | 5,903 | ( 14,432 ) | |
| Inventories | 43,642 | 40,789 | |
| Prepayments | ( 11,454 ) | ( 1,763 ) | |
| Other current assets | 8,033 | ( 1,929 ) | |
| Other non-current assets | ( 26,480 ) | - | |
| Changes in operating liabilities | |||
| Notes payable | 330 | - | |
| Accounts payable | ( 18,407 ) | 59,461 | |
| Accounts payable – related parties | ( 7,479 ) | 19,811 | |
| Other payables | 20,707 | 17,615 | |
| Other current liabilities | 1,463 | 280 | |
| Other non-current liabilities | - | ( 42,041 ) | |
| Cash flows generated from (used in) operations | ( 25,281 ) | 398,449 | |
| Interest received | 4,934 | 4,226 | |
| Dividends received | 135,537 | 194,767 | |
| Interest paid | ( 51,495 ) | ( 52,898 ) | |
| Income taxes paid | ( 6,768 ) | ( 4,296 ) | |
| Net cash flows from operating activities | 56,927 | 540,248 | |
| Cash flows from investing activities | |||
| Cash refund upon capital reduction of subsidiaries | 6 (5) and 7 (2) | 11,315 | - |
| Acquisition of financial assets at fair value through profit or loss | ( 336,999 ) | ( 163,192 ) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 293,553 | 318,344 | |
| Acquisition of property, plant and equipment | 6 (27) | ( 663,986 ) | ( 191,429 ) |
| Proceeds from disposal of property, plant and equipment | 4,807 | 7,064 | |
| Acquisition of intangible assets | ( 4,416 ) | ( 4,942 ) | |
| (Increase) decrease in prepayments for business facilities | - | ( 2,460 ) | |
| (Increase) decrease in refundable deposits paid | 6 (9) | ( 3,082 ) | ( 165 ) |
| Net cash flows used in investing activities | ( 698,808 ) | 36,780 | |
| Cash flows from financing activities | |||
| Increase (decrease) in short-term borrowings | 6 (28) | 446,000 | ( 300,000 ) |
| Payments of lease liabilities | 6 (28) | ( 42,404 ) | ( 43,259 ) |
| Repayments of long-term borrowings | 6 (28) | ( 15,500,000 ) | ( 8,800,009 ) |
| Proceeds from long-term borrowings | 6 (28) | 15,600,000 | 8,900,048 |
| Increase (decrease) in refundable deposits received | 6 (14) | 8,361 | ( 2,904 ) |
| Cash dividends paid | 6 (18) | ( 253,031 ) | ( 134,613 ) |
| Other financing activities | 8,387 | 4,892 | |
| Net cash flows from (used in) financing activities | 267,313 | ( 375,845 ) | |
| Net increase (decrease) in cash and cash equivalents | ( 374,568 ) | 127,623 | |
| Cash and cash equivalents at beginning of period | 6 (1) | 585,952 | 458,329 |
| Cash and cash equivalents at end of period | 6 (1) | $ 211,384 | $ 585,952 |
The accompanying notes are an integral part of these parent company only financial statements.
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Proposal II
Proposed by the Board of Directors
Proposal : Adoption of the Proposal for Distribution of 2025 Earnings of the Company.
Description : The Company's 2025 net profit after tax was NT$203,055,581. In accordance with Article 27-1 of the Articles of Incorporation, "shareholder dividends shall be distributed at a rate of not less than 50% of the current net profit each year, provided that the annual net profit for the current period has exceeded 5% of the total paid-in capital," the proposed earnings distribution is presented in the table below.
Wei Chuan Foods Corporation
Table of Earnings Distribution
2025
Unit:NTD
| Item | Subtotal | Total |
|---|---|---|
| 2025 Net profit after tax | 203,055,581 | |
| Less: Remeasurement of defined benefit plans included in undistributed earnings for the current year | 40,457,922 | |
| Total | 243,513,503 | |
| Less: Legal reserve appropriated | (24,351,350) | |
| Less: Special reserve appropriated | (62,041,968) | |
| Add: Undistributed earnings at the beginning of the period | 1,482,978,729 | |
| Distributable earnings | 1,640,098,914 | |
| Less: Cash dividends distributed (NT$0.21 per share) | (106,273,212) | |
| Closing balance of unappropriated retained earnings | 1,533,825,702 |
Chairman : Hsu, Wen-Fang
General Manager : Teng, Yi-Yung
Accounting Supervisor : Huang, Chih-Yu
Resolution :
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33
Discussions
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Proposal I
Proposed by the Board of Directors
Proposal: Amendments to the Company's Articles of Incorporation.
Description: In response to legal requirements and the operational needs of the Company, Articles 2-3, 16, and 29 are amended. The table of related amendments is on the next page.
Resolution:
Comparison Table of Amended Provisions of the Articles of Incorporation of Wei Chuan Foods Corporation
| Article No. | After Amendment | Before Amendment | Explanation |
|---|---|---|---|
| Article 2-3 | The Company's funds shall not be loaned to shareholders or others, unless in the following circumstances: | ||
| 1. There are business transactions between the parent company and subsidiaries. | |||
| 2. It is necessary to allocate funds between the patent company and subsidiaries in a short term. | |||
| The financing amount shall not exceed 40% of the Company's net value. | The Company's funds shall not be loaned to shareholders or others, unless in the circumstances listed on the left: | ||
| 1. There are business transactions between the parent company and subsidiaries. | |||
| 2. It is necessary to allocate funds between the patent company and subsidiaries in a short term. | |||
| The financing amount shall not exceed 40% of the Company's net value. | Revisions to the wording | ||
| Article 16 | The Company shall have a Board of Directors consisting of 9 to 13 members, who shall be appointed by the shareholders' meeting from persons with legal capacity. | ||
| The number of independent directors shall not be less than 3 and less than one-third of the total number of directors. | |||
| All directors' total shareholding ratios and related matters shall be handled in accordance with relevant regulations of the competent authority. | The Company shall have a Board of Directors consisting of 9 to 13 members, who shall be appointed by the shareholders' meeting from persons with legal capacity. The number of independent directors shall not be less than 3 and less than one-third of the total number of directors. | ||
| All directors' total shareholding ratios and related matters shall be handled in accordance with relevant regulations of the competent authority. | Insertion of a new second paragraph | ||
| Article 29 | This Articles of Association was established on July 1, 1953 (hereinafter omitted)..., the 62nd amendment was implemented on June 23, 2025, and the 63rd amendment was implemented on June 23, 2026. | This Articles of Association was established on July 1, 1953 (hereinafter omitted)..., the 62nd amendment was implemented on June 23, 2025. | Addition to time of amendment |
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Proposal II
Proposed by the Board of Directors
Proposal: To Release the Company's Directors and Representatives of Corporate Directors from Non-Competition Restrictions.
Description:
I. According to Article 209-1 of the Company Act: "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".
II. The Company's directors propose to be exempted from the non-competition restrictions in accordance with applicable laws. Details of their concurrent positions are shown on the next page.
Resolution:
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List of Directors (Including Independent Directors) Proposed to Be Exempted from Non-Competition Restrictions at 2026 Annual General Meeting of Shareholders
| No. | Category | Name | Current Positions in Other Companies | Business Scope | Extent of Overlap | Reason for Release |
|---|---|---|---|---|---|---|
| 1 | Director | Hsieh, Mon-Chang | Vice Chairman, Taitung Enterprise Corp. | Investment in fruit-related industries and food processing businesses. | High | To leverage professional expertise No harm to the Company's interests |
| Director, Taisuco International Corporation | Trading and agency services for food products and general merchandise. | High | To leverage professional expertise No harm to the Company's interests | |||
| Supervisor, Royal Chef International Corp. | Wholesale, import, and export of seasoning foods and beverages. | High | To leverage professional expertise No harm to the Company's interests | |||
| 2 | Director | Hsueh, Kuang-Chi | Chairman, Rikkei Trading Corp. | Wholesale of edible starches and food additives. | High | To leverage professional expertise No harm to the Company's interests |
| Chairman, Superstar Investment Co., Ltd. | General investment and real estate leasing, purchase, and sale. | Low | Pure investment No substantial competition | |||
| 3 | Director | Chang, Jui-Chang | Chairman, Ting An Development Co., Ltd. | Real estate development, sale, and leasing | Low | Different business operations No substantial competition |
| 4 | Director | Huang, Li-Jung | Legal Deputy Manager, Dingli Development Industry Co., Ltd. | Real estate investment, development, and property management | Low | Different business operations No substantial competition |
| 5 | Independent Director | Li, Zhi-Ping | Executive Director, The Taiwan Entrepreneurs Fund Limited | Venture capital investment and incubation for innovative startups | None | Pure investment No substantial competition |
| Independent Director, EnTie Commercial Bank, Ltd. | Licensed commercial banking and financial services | None | Different industries No competition | |||
| Director, SKY Consulting Limited | Business management consulting and investment services | Low | Different business operations No substantial competition | |||
| 6 | Independent Director | Chung, Mei-Yu | Chief Operating Officer, 3DCERAMET Co., Ltd. | Ceramic 3D printing technology and product design | None | Different industries No competition |
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Appendix
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Appendix I
Articles of Incorporation of Wei Chuan Foods Corporation
Chapter I. General Provisions
Article1 The Company is established in accordance with the provisions of the Company Act, with the name Wei Chuan Foods Corporation.
Article2 The Company's scope of business are as follows:
- A102080 Gardening Services
- A401010 Animal farm operation
- A401020 Livestock and poultry rearing
- C102010 Dairy products manufacturing
- C103050 Canned, frozen, dehydrated, and pickled food manufacturing
- C104010 Candy making
- C104020 Baked and steamed food manufacturing
- C105010 Edible fat and oil manufacturing
- C106010 Flour milling
- C109010 Seasoning manufacturing
- C110010 Beverage manufacturing
- C114010 Food additives manufacturing
- C199010 Flour and noodle product manufacturing
- C199020 Edible ice manufacturing
- C199030 Instant food manufacturing
- C199040 Bean processed food manufacturing
- C199990 Other unclassified food manufacturing
- C201010 Feedstuff manufacturing
- F101990 Wholesale of other agricultural, animal, and aquatic products
- F102020 Wholesale of edible fat and oil
- F102030 Wholesale of alcohol and tobacco
- F102040 Wholesale of beverage
- F102170 Wholesale of food and miscellaneous goods
- F103010 Wholesale of feedstuffs
- F121010 Wholesale of food additives
- F201990 Retail of other agricultural, animal, and aquatic products
- F202010 Retail of feedstuffs
- F203010 Retail of food, miscellaneous goods and beverage
- F203020 Retail sale of tobacco and alcoholic drinks
- F221010 Retail of food additives
- F301020 Supermarket
- F399010. Convenience store
- F399040 Non-store retailing
- F399990 Other comprehensive retail business
- F401010 International trade
- F501030 Beverage store
- F501060 Restaurant
- H701010 Residence and building development, rental and sale
- H701020 Industrial plant development, rental and sale
- H701040 Special field development
- H701050 Investment in public construction
- J302010 Press release
- J303010 Magazine (periodical) publishing
- J304010 Book publishing
- J601010 Arts and cultural services
- J602010 Performance
- J603010 Livehouse
- J701010 Video game places
- J701020 Amusement park
- J901020 Average hotel
- J901011 Tourist hotel
- J904011 Tourism and recreation
- A102041 Leisure agriculture
- C802041 Western medicine manufacturing
- C802051 Chinese herbal medicine manufacturing
- F108011 Wholesale of Chinese herbal medicine
- F108021 Wholesale of western medicine
- F208011 Retail of Chinese herbal medicine
- F208021 Retail of western medicine
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article2-1 The Company shall make guarantees for external parties. Such guarantees shall be made in accordance with the operational procedures for making endorsements and guarantees of The Company.
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Article2-2 The Company's total re-investment shall not be restricted by Article 13 of the Company Act.
Article2-3 The Company's funds shall not be loaned to shareholders or others, unless in the circumstances listed on the left:
- There are business transactions between the parent company and subsidiaries.
- It is necessary to allocate funds between the patent company and subsidiaries in a short term.
The financing amount shall not exceed 40% of the Company's net value.
Article3 The Company is established in Taipei City and may establish branches in various locations both domestically and internationally.
Article4 The method of announcement of the Company shall be conducted in accordance with the provisions of Article 28 of the Company Act.
Chapter II. Shares
Article5 The total capital of the Company is NT$ 8 billion. It is divided as 800,000,000 shares, with a par value of NT$ 10 per share, and the Board of Directors is authorized to issue the shares. In the event of increase of capital by issuance of new shares, the shares shall be issued with a value exceeding the face amount.
Article6 The Company's shares shall be registered shares. They shall be affixed with the signature or seal of the director representing the Company, and be duly certified or authenticated according to law before issuance thereof.
The Company may be exempted from printing any stock certificate for the shares issued.
The Company shall appoint a centralized securities depository enterprise to register the shares issued in accordance with the preceding paragraph.
Article7 Shareholders shall fill in signature cards and submit them to the Company's shareholder services agent and in the event of receiving of dividends and other benefits and exercise of stock rights in writing, the signature cards shall be used as evidence.
Article8 The transfer, inheritance, bestowal, loss or damage of shares shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
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Chapter III. General Meeting of Shareholders
Article9 The Company’s shareholders' meetings comprise of two types: general shareholders’ meetings and special shareholders’ meetings. 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.
When the Company shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority. The Company shall comply with the prerequisites, procedures, and other compliance matters in accordance with the regulations.
Article10 A notice shall be given to each shareholder no later than 30 days prior to the general shareholders’ meeting and no later than 15 days prior to the special shareholders’ meeting, and the meeting date, meeting place and reason for convening shall be publicly announced and notified to shareholders.
Article11 The Company shall stop registration for transfer of shares within 60 days before each general shareholders' meeting, 30 days before each special shareholders' meeting or 5 days before the base date for distribution of dividends or other benefits.
Article12 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent a majority of the total number of issued shares.
Article13 Unless otherwise stated in the Company Act, a shareholders shall have one vote for each share held.
Article14 The meeting minutes shall be made for resolutions made at a shareholders' meeting, be affixed with the signature or seal of the chairman of the board of shareholders, and distributed to shareholders within 20 days after the meeting. The Company may distribute the meeting minutes by means of a public announcement.
The meeting minutes mentioned in the preceding paragraph may be made and distributed electronically.
Article15 The Chairman of the Board shall chair shareholders' meetings. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf.
If none has been designated by the Chairman, a director shall be
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elected to act on the Chairman's behalf from among all directors. For a shareholders' meeting convened by any person having the convening right other than the Board of Directors, such person shall act as the chairman of that meeting. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Chapter IV. Board of Directors
Article 16 The Company shall have a Board of Directors consisting of 9 to 13 members, who shall be appointed by the shareholders' meeting from persons with legal capacity. The number of independent directors shall not be less than 3 and less than one-third of the total number of directors. All directors' total shareholding ratios and related matters shall be handled in accordance with relevant regulations of the competent authority.
Article 16-1 The election of directors (including independent directors) of the Company shall adopt a candidate nomination system, and shareholders shall elect the directors from among the nominees listed in the roster of director candidates.
The method of nomination and election of director candidates shall be subject to the provisions of relevant laws. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Article 16-2 The Company shall establish an Audit Committee in accordance with the provisions of Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed entirely of independent directors, with no fewer than 3 members, among which one member acts as the convener, and at least one member shall possess accounting or financial expertise.
Provisions on supervisors in the Securities and Exchange Act, Company Act and other laws shall apply mutatis mutandis to the Audit Committee set by the Company.
Article 17 The term of office of directors of the Company is 3 years, and the directors are eligible for re-election.
In the event that one-third of the directors or more are vacant from their positions, the Board of Directors shall call for a special shareholders' meeting to fill the vacancy within 60 days.
The Board of Directors is authorized to determine the remuneration of directors based on the degree of the directors' involvement in and contribution to operations of the Company as well as the general remuneration standard of the industry. The traffic allowance shall be determined by the Board of Directors.
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Article18 The Board of Directors meeting shall be organized by directors, and a chairman shall be elected from among the directors by a majority vote at a meeting attended by over two thirds of the directors, and a vice chairman shall be elected in the same manner.
The chairman of the Board of Directors shall internally chair the shareholders' meetings and meetings of the Board of Directors, and externally represent the Company and exercise his/her functions and powers in accordance with the law.
Article19 The reasons for calling a Board of Directors meeting shall be notified to each director at least seven days in advance. In case of emergency, a meeting of the Board of Directors may be convened at any time. The notice on calling a Board of Directors meeting may be effected in writing, by email or by fax.
Article20 The Board of Directors shall establish various functional committees, each of which shall set its articles of organization, which shall be approved after resolution at the Board of Directors meeting. Functional committees shall be responsible towards the Board of Directors and submit their proposals to the Board of Directors
Article21 The Chairman of the Board shall chair meetings of the Board of Directors. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf. If none has been designated by the Chairman, a director shall be elected to act on the Chairman's behalf from among all directors.
Directors shall attend board meetings in person. However, if a director is unable to attend a board meeting for a particular reason, he/she may appoint another director to serve as proxy to attend the meeting, and only one proxy can be appointed.
If a board meeting is conducted via video conference, directors who attend the board meeting by such means shall be deemed to have attended such meeting in person.
Article22 Except for the matters to be decided at shareholders' meetings as required by the Company Act or the Articles of Association, the execution of the business of the Company shall be resolved by the Board of Directors.
Except as otherwise stipulated by the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors present at a meeting attended by a majority of the directors.
Article 22-1 During their term, the Company shall be liable for damages arising from the execution of its business scope in accordance with the laws
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and regulations. To purchase liability insurance to reduce and diversify the risk of significant damage to the Company and shareholders caused by errors or omissions.
The Company shall report the important contents of the liability insurance, including the insured amount, coverage, and premium rate to the most recent meeting of Board of Directors after obtaining or renewing the liability insurance for the directors.
Chapter V. Manager
Article23 The Company shall have several managers, whose appointment, discharge, and remuneration shall be handled in accordance with the provisions of Article 29 of the Company Act.
Article24 The managers shall take full charge of all relevant businesses of the Company in accordance with instructions of their superiors.
Chapter VI. Accounting
Article25 The fiscal year of the Company shall begin on January 1 and end on December 31. At the end of December of each year, the accounts of the Company shall be closed.
Article26 The Company shall prepare the following list at the end of each fiscal year and submit it to the shareholders' annual meeting for adoption in accordance with legal procedures:
- Business report.
- Financial statements.
- Proposal for earnings distribution or loss compensation.
Article27 The Company shall allocate not less than 1% of the annual profit for employee remuneration (of which the remuneration for grassroots employees shall not be less than 50% of the aforementioned employee remuneration), and the recipients shall include certain eligible employees of subsidiaries.
The Company may appropriate the aforementioned profit amount as director remuneration, with a limit of 5%. The distribution of the aforementioned employee and director remunerations shall be in cash. The distribution of the aforementioned employee and director remunerations shall be carried out by the Board of Directors with the attendance of more than two-thirds of the directors and a majority resolution of the attending directors, and reported in a shareholders' meeting. If the Company incurs accumulated losses, earnings shall be reserved to offset losses prior to appropriation of employee and director remunerations according to the aforementioned percentages.
Article 27-1 The Company is a traditional delicate industry. If the Company has
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earnings after the accounts are closed for a fiscal year, it shall first pay the business income tax according to law and make up for the previous year's losses, and then reserve 10% as statutory surplus reserve and reserve or reverse the rest as special surplus reserve. After appropriating the surplus reserve and then appropriating or reversing the special reserve according to the law, if there is still a surplus, together with the accumulated unappropriated retained earnings from the previous year, the Board of Directors shall draft a proposal for surplus distribution or retained earnings and submit it to the shareholders' meeting for resolution. The distribution of dividends shall be based on the proportion of shares held by each shareholder. The Company shall take into account investment and development, evaluation of the investment environment and shareholders' interests and distribute dividends of shareholders at a rate of no less than 50% of the net profit of the current period. However, if the annual Net Profit is less than 5% of the total paid-in capital, it may not be distributed. When distributing dividends to shareholders, it shall be in the form of cash or stock, with cash dividends constituting no less than 50% of the total dividends.
The Board of Directors of the Company, with the attendance of more than two-thirds of the directors and a majority resolution of the attending directors, may distribute all or part of the dividends in cash and report to the shareholders' meeting.
Chapter VII. Supplemental Provisions
Article28 Matters not specified in the Articles of Association shall be handled in accordance with the provisions of the Company Act, Securities and Exchange Act, and other relevant regulations.
Article29 This Articles of Association was established on July 1, 1953 with 1st amendment on February 28, 1954, 2nd amendment on November 21, 1954, 3rd amendment on July 31, 1955, 4th amendment on October 16, 1955, 5th amendment on February 24, 1957, 6th amendment on November 30, 1958, 7th amendment on February 28, 1959, 8th amendment on August 31, 1960, 9th amendment on August 31, 1961, 10th amendment on August 31, 1952, 11th amendment on February 28, 1963, 12th amendment on August 31, 1963, 13th amendment on March 31, 1964, 14th amendment on August 31, 1964, 15th amendment on March 31, 1965, 16th amendment on March 31, 1957, 17th amendment on June 20, 1968, 18th amendment on May 20, 1969, 19th amendment on April 25, 1970, 20th amendment on April 24th, 1971, 21st amendment on March 25, 1972, 22nd amendment on March 24, 1973, the 23rd amendment on November 24, 1973, 24th amendment on
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March 30, 1974, 25th amendment on April 12, 1975, 26th amendment on March 25, 1976, 27th amendment on April 9, 1977, 28th amendment on March 25, 1978, 29th amendment on March 24, 1979, 30th amendment on March 28, 1980, 31st amendment on March 28, 1981, 32nd amendment on April 3, 1982, 33rd amendment on June 14, 1983, 34th amendment on April 7, 1984, 35th amendment on May 4, 1984, 36th amendment on April 26, 1986, 37th amendment on April 25, 1987, 38th amendment on April 15, 1989, 39th amendment on April 28, 1990, 40th amendment on June 24, 1991, 41st amendment on June 4, 1992, 42nd amendment on May 21, 1993, 43rd amendment on June 4, 1994, 44th amendment on June 12, 1995, 45th amendment on June 11, 1996, 46th amendment on June 28, 1997, 47th amendment on May 30, 1998, 48th amendment on June 25, 1999, 49th amendment on June 21, 2000, 50th amendment on July 26, 2001, 51st amendment on June 27, 2002, 52nd amendment on June 27, 2003, 53rd amendment on June 25, 2008, 54th amendment on June 26, 2009, 55th amendment on June 17, 2010, 56th amendment on June 22, 2012, 57th amendment on June 26, 2014, 58th amendment on June 24, 2015, 59th amendment on June 28, 2016, 60th amendment on June 27, 2019, 61st amendment on June 29, 2022, and 62nd amendment was implemented on June 23, 2025.
Appendix II
Rules of Procedure for Shareholders' Meetings of Wei Chuan Foods Corporation
Amended and approved at the general shareholders' meeting on June 27, 2024.
Article 1
The shareholders' meetings of the Company, except as otherwise provided by laws and regulations or the Articles of Association, shall be in accordance with these Rules.
Article 1-1
Unless otherwise provided by laws and regulations, the shareholders' meetings of the Company shall be convened by the Board of Directors. 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 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 change to the way the shareholders' meeting is convened must be resolved by the Board of Directors and shall be made no later than mailing of the shareholders meeting notice.
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 information to the Market Observation Post System 30 days before the annual general meeting or 15 days before an extraordinary general 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 and display them in the Company and the professional shareholder services agency appointed by the Company.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reason for convening a shareholders' meeting shall be indicated on the notice and announcement; the notice may be given electronically with the consent of the counterparty.
The election or dismissal of directors, changes in the Articles of Association, reduction of capital, application for suspension of public offering, permission for directors to compete with the Company, increase of capital by
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transferring earnings, increase of capital by transferring public reserve funds, dissolution, merger or division of the Company, or all items in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, or items in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed as reasons for convening the meeting, with their main contents specified, and shall not be raised as extraordinary motions.
The reasons for convening the shareholders' meeting have specified the general re-election of directors and the date of assumption of duty, and upon completion of the re-election at the shareholders' meeting, the date of assumption of duty shall not be changed by means of motions or other means at the same meeting.
A shareholder holding 1% or more of the total number of issued shares shall submit a proposal with only one matter to the Company at the general shareholders' meeting, and if more than one matter are mentioned in the proposal, such proposal will be excluded from the agenda. In addition, if the proposal submitted by a shareholder is in any of the circumstances stated in any subparagraph of Paragraph 4, Article 172-1 of the Company Act, the Board of Directors will exclude it from the agenda. Shareholders shall submit proposals to urge the Company to increase public interest or fulfill social responsibilities. Only one matter shall be mentioned in the proposal according to relevant provisions of Article 172-1 of the Company Act, and if more than one matter are mentioned in the proposal, such proposal will be excluded from the agenda.
Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce shareholders' proposals accepted by it, the written or electronic method of submission of proposals, and the location and time of submission the period of submission shall not be less than 10 days.
The proposal submitted by a shareholder is limited to 300 words, and any proposal containing more than 300 words will be excluded from the agenda; the shareholder submitting a proposal shall attend the general shareholders' meeting in person or by proxy, and participate in discussion of the proposal. Prior to the date of notification for convening of a shareholders' meeting, the Company shall inform the shareholders submitting proposals of the result of handling of proposals, and list the proposals conforming to the provisions of this articles in the meeting notice. For shareholders' proposals excluded from the agenda, the Board of Directors shall explain the reason for such exclusion at the shareholders' meeting.
Article 1-2 For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
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A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
When a shareholder engages a proxy agent to attend a shareholders' meeting, if, after the service of the power of attorney of the proxy to the company, the shareholder issuing the proxy intends to take part in the shareholders' meeting by video conference, the shareholder shall issue a proxy rescission notice to the company by 2 days prior to the scheduled date of the shareholders' meeting. In the absence of a timely rescission, the voting power exercised by the authorized proxy agent at the meeting shall prevail.
Article2
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel 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.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before
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the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report 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 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 convenes a shareholders' meeting with video conferencing, it shall specify the following matters in the shareholders' meeting notice:
- The means for shareholders to take part in the video conferencing and exercise their rights.
- Measures to be taken if, due to circumstances of a natural disaster, unforeseen event, or other force majeure event, any disruption occurs in the video conferencing platform or in participation by means of video conferencing, including at least the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above disruption continues and cannot be eliminated, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders that have not registered to take part by video conference in the originally scheduled shareholders' meeting may not take part by video conference in the postponed or reconvened meeting.
(3) When the company convenes a hybrid shareholders meeting, if the virtual meeting cannot be continued, then if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the shareholders meeting by video conferencing, meets the legal quorum for holding a shareholder meeting, the shareholders meeting shall continue in session. The number of shares represented by the shareholders who were attending the shareholders' meeting by video conferencing shall be counted toward the total number of shares represented by the shareholders attending the meeting, but they shall be deemed to have waived their voting rights on all proposals at that shareholders' meeting.
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(4) Measures to be taken if the outcome of all proposals have been announced but extemporary motions have not yet been proceeded with.
- 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 period during which shareholders may apply to the company and other relevant matters that need attention.
Article3 Attendance and voting at a shareholders' meeting shall be calculated based on the number of shares.
Article4 When a juristic person is appointed to attend a shareholders' meeting as proxy, it may designate only one person to represent it at the meeting. In the case that the corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one representative may have the right to speak for the same issue.
Article5 The venue for a shareholders' meeting shall be at the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m., and opinions of independent directors shall be taken into full account with respect to the place and time for convening a shareholders' meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only 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.
Article6 The Company may appoint its attorneys, certified public accountants (CPA), or other related persons to attend a shareholders' meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
Article7 The Chairman of the Board shall chair shareholders' meetings if the meetings are convened by the Board of Directors. In the event that the Chairman is on leave or unable to exercise his/her authority, the Vice Chairman, if available, shall act on his/her behalf. If the Vice Chairman is also on leave or unable to exercise his/her authority, the Chairman shall designate a director to act on his/her behalf. If none has been designated by the Chairman, a director
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shall be elected to act on the Chairman's behalf from among all directors. Where a director is to chair the meeting as described in the preceding paragraph, such director shall have that position for at least six months and be familiar with the financial and business conditions of the Company. The same principle applies for representatives of juristic person directors. Shareholders' meetings convened by the Board of Directors shall be chaired by the Chairman of the Board in person and attended by a majority of the directors in person and by at least one member of each functional committee, and the attendance details shall be recorded in the minutes of the shareholders' meeting. For a shareholders' meeting convened by any person having the convening right other than the Board of Directors, such person shall act as the chairman of that meeting. However, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article8 If a shareholders' meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors, relevant proposals (including extraordinary motions and amendments to original proposals) shall be subject to voting one by one, and the meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provision set forth in the preceding paragraph is applicable mutatis mutandis to a shareholders' meeting which is convened by a person beyond the Board of Directors.
The chair shall not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article9 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, the Company shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not
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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 Article 175, paragraph 1 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 wishing to attend the meeting online shall register with this Corporation two days before the meeting date in accordance with Article 5. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Taiwan Company Act.
Article 10
Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder who has submitted the slip but does not speak up is deemed as not having the given right to give a speech. In the case of a discrepancy found between the slip of presentation and content of actual speech, the content of actual speech shall prevail. In the case that a shareholder gives his/her speech, other shareholders shall not interrupt unless agreed by the chairperson and the speaking shareholder. Otherwise, the chairperson shall stop such violating behaviors.
Article 11
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. Where a shareholder speaks against the rules or beyond the scope of the subject issue If, the chairperson may stop his/her speech.
Article 12
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12-1
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online 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 Article 4 the second questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraph 1 of Article 4, Article 10, Article 11, Article 12 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 13
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions
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put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote and arrange sufficient voting time.
Article14 Unless otherwise provided for in the Company Act and the Articles of Associations, resolutions shall be adopted by a majority vote of the shareholders present.
Article15 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When a shareholder appoints a proxy to attend the shareholders' meeting and one person is concurrently appointed as proxy by two or more shareholders, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article16 When the Company holds a shareholders' meeting, it shall allow the shareholders to exercise voting rights electronically or by correspondence; when the voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person. However, his/her rights with respect to the extraordinary motions and amendments to original proposals are deemed to have been waived, and therefore, the Company shall avoid proposing extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. If a shareholder who has exercised his/her/its voting rights in writing or by means of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, 2 days prior to the scheduled meeting date of the shareholders' meeting and in the same manner previously used in exercising his/her/its voting rights, serve a separate declaration of intention to revoke his/her/its previous declaration of intention made in exercising the voting rights under the preceding paragraph. In the absence of a timely revocation of the previous declaration of intention, the voting rights exercised in writing or by means of electronic transmission shall prevail. When a
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shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders case by case, followed by a poll of the shareholders case by case. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the number of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
Article17 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote.
Once one of them is resolved, the remaining shall be deemed as rejected and no further resolution shall be required.
Article18 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results and the number of votes, including weights, shall be announced on-site immediately and recorded.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, 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.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 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, the Company shall disclose
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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.
Article19 The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the number of weight of votes with which they were elected as well as the names of those failing to be elected as directors and the number of weight of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article20 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's 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.
Article21 On the day of a shareholders meeting, the Company shall compile in the
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prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting.
In the event a virtual shareholders meeting, the Company shall upload the above 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.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. 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.
Article22 When a meeting is in progress, the chair may announce a break based on time consideration.
Article23 The Company shall make an uninterrupted audio and video recording of the shareholders' registration process, proceedings of the meeting and the voting and vote counting process, from the time when it accepts shareholder attendance registrations. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article24 The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear armbands bearing the
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word "Proctor". At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Company, the chair may prevent the shareholder from doing so. If a shareholder breaches the rules of the meeting and defies the rectification from the chairperson against the progress of the meeting, the chairperson may request the guards or security personnel to assist the person to leave the meeting.
Article25 If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article25-1 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 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 time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply. When a company postpones or reconvenes a meeting under the preceding paragraph, shareholders who did not register to take part by video conferencing in the originally scheduled shareholders' meeting by video conferencing may not take part by video conferencing in the postponed or reconvened meeting. When a company postpones or reconvenes a meeting under paragraph 2, shareholders who registered to take part by video conferencing in the originally scheduled shareholders' meeting and completed sign-in, but do not participate in the postponed or reconvened meeting, the number of shares represented by them and voting rights and election rights exercised by them shall be counted toward the total number of shares, number of voting rights and number of election rights of shareholders represented at the postponed or reconvened meeting. When a company postpones or reconvenes a shareholders' meeting as set out in paragraph 2, no redundant
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discussion or resolution is required for proposals, or for lists of elected directors and supervisors, for which the votes have already been cast and counted and the results have been announced. When inability to continue video conferencing as set out in paragraph 2 occurs at a hybrid shareholders' meeting convened by the company, if the total number of shares represented at the shareholders' meeting after deduction of the number of shares represented through attendance by video conferencing still reaches the legal quorum for convening of the shareholders' meeting, the shareholders' meeting shall continue in session, without need to postpone or reconvene the meeting as set out in paragraph 2. When it occurs that a shareholders' meeting shall continue in session as set out in the preceding paragraph, the number of shares represented by the shareholders who were attending the shareholders' meeting by video conferencing shall be counted toward the total number of shares represented by the shareholders attending the meeting, but they shall be deemed to have waived their voting rights on all proposals at 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 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 Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
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 period during which shareholders may apply to the company and other relevant matters that need attention.
Article 26 These rules and amended hereof come into force after being ratified in the shareholders' meeting.
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Appendix III
Shareholdings Status of Directors of Wei Chuan Foods Corporation
I. The Company's paid-in capital is NT$5,060,629,140, with 506,062,914 shares issued.
II. According to Article 26 of the Securities and Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," all directors of the Company shall hold a minimum of 16,194,013 shares.
III. As of the book closure date of stock transfer for the general shareholders meeting, the shareholding status of all directors recorded in the shareholder register is as shown in the attached table.
IV. The total number of shares held by all directors of the Company has reached the statutory shareholding standard.
Detailed statement of directors' shareholding
Record Date: April 25, 2026
| Title | Name | Number of shares held |
|---|---|---|
| Chairman | Kong Ching Corp. Ltd. Representative: Hsu, Wen-Fang | 35,880,000 |
| Vice Chairman | Kong Sheng Investment Corp. Representative: Lin, Chien-Hung | 36,688,000 |
| Director | Kong Ching Corp. Ltd. Representative: Huang, Li-Jung | 35,880,000 |
| Director | Kong Sheng Investment Corp. Representative: Chang, Jui-Chang | 36,688,000 |
| Director | Ju Qing Investment Co., Ltd. Representative: Hsieh, Mon-Chang | 1,050,000 |
| Director | Hsueh, Kuang-Chi | 30,000 |
| Independent Director | Li, Zhi-Ping | 0 |
| Independent Director | Lai, Ching-Pao | 0 |
| Independent Director | Chung, Mei-Yu | 0 |
| Total | 73,648,000 |