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WEI CHUAN Annual Report 2020

Sep 9, 2021

51742_rns_2021-09-09_c5fc0ba5-299c-42cf-86a7-524e5504f499.pdf

Annual Report

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Stock Code:1201

WEI CHUAN FOODS Corp.

2020 Annual Report

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw

WEI CHUAN FOODS Corp. Annual Report is available at: http://www.weichuan.com.tw Printed on June 1, 2021

Name, Title, Telephone and E-mail of Spokesperson and Acting Spokesperson

Spokesperson: HUANG, KUO CHEN Title: Treasurer Tel.: (02)2506-5020

E-mail: [email protected]

Acting Spokesperson: CHEN, MENG YUAN Title: Director Tel.: (02)2506-5020 E-mail: [email protected]

Contact Information of Headquarters:

Address: No.125, Songjiang Road, Zhongshan District, Taipei City 10485 Tel.: (02)2506-5020 Website: http://www.weichuan.com.tw

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Contact Information of the Plant:

Address of Taichung Plant: No.266, Zhongzheng Road, Wangfeng Lane, Wufeng District, Taichung City 41362

Tel.: (04)2339-6002

Address of Douliu Plant: No.11, Changlin Road, Changping Lane, Douliu City, Yunlin County 64054

Tel.: (05)532-5004

Address of Kaohsiung Plant: No.51, Zhongshan South Road, Beiling Lane, Luzhu District, Kaohsiung City 82151

Tel.: (07)697-6716

Name, Address and Contact Number of the Share Transfer Agency:

Stock Affairs Agency of Yuanta Securities Co., Ltd.

Address: B1, No.210, Sec.3, Chengde Road, Datong District, Taipei City 10366 Tel.: (02) 2586-5859

Website: http://www.yuanta.com.tw

Name of CPA in the Recent Years, and Name, Address and Telephone Number of CPA Firm:

Name of CPAs: Wu, Yu Lung; Huang, Shih Chun

Name of CPA Firm: PricewaterhouseCoopers, Taiwan

Address: 27F, No.333, Sec. 1, Keelung Road, Xinyi District, Taipei City 11012 Tel.: (02)2729-6666

Website: http://www.pwc.com/tw

Name of overseas securities exchange where the securities are listed and method of inquiry: None

Table of Contents

  • Chapter 1. Letter to Shareholders

  • I. 2020 Business Report

  • II. Overview of 2021 Business Plan

  • Chapter 2. Company Profile

  • I. Date of Incorporation

  • II. Company History

  • Chapter 3. Corporate Governance Report

  • I. Corporate Organization

  • II. Information of Directors, Supervisors, General Manager, Vice General Manager, Diretors, and Heads of Departments and Branches

  • III. Status of Corporate Governance

  • IV. CPA Professional Fees

  • V. Replacement of CPA

  • VI. The Company’s Chairman, General Manager, or Financial or Accounting Officers holding Any Positions in the Company’s CPA Firm Or Its Affiliates in the Recent Year

  • VII. Transfer of Equity and Changes to Equity Pledge of Directors, Supervisors, Managers and Shareholders Representing more than 10% of Shares

  • VIII. Relationship among Top Ten Shareholders

  • IX. Number of Shares held by the Company, the Company’s Directors, Supervisors and Managers, and the Undertakings Directly or Indirectly Controlled by the Company in the Same Reinvested Business, and Total Shareholding Ratio

  • Chapter 4. Fund Raising

  • I. Capital and Shares

  • II. Corporate Bonds

  • III. Preferred Shares

  • IV. Global Depository Receipts (GDRs)

  • V. Employee Stock Options

  • VI. New Employee Restricted Stock

  • VII. New Share Issuance in Connection with Acquisition or Acceptance of Shares from Other Companies

  • VIII. Implementation of Capital Utilization Plan

Chapter 5. Operation Overview

  • I. Business Activities

  • II. Market, and Production and Sales Overview

  • III. Important Purposes and Production Process of Main Products

  • IV. Supply Status of Main Raw Materials

  • V. Name, and Purchase (Sale) Amount and Percentage of Customers with 10% or More of Total Purchases (Sales) in Any Given Year within the Most Recent Two Years

  • VI. Table of Production Output in the Most Recent Two Years

  • VII. Table of Sales Volume in the Most Recent Two Years

  • VIII. Employees

  • IX. Disbursements for Environmental Protection

  • X. Labor Relationship

  • XI. Important Contracts

  • Chapter 6. Financial Data

  • I. Condensed Balance Sheets and Condensed Consolidated Statements of Comprehensive Income for the Last Five Years

  • II. Financial Analysis of the Last Five Years

  • III. Audit Committee’s Review Report on the Financial Reports of the Recent Years

  • IV. Consolidated Financial Reports and Auditor’s Report of the Recent Years

  • V. Parent Company Only Financial Report and Auditor’s Report (Excluding Statement of Important Accounting Items) of the Recent Years

  • VI. Impact of Financial Difficulties of the Company and its Affiliates on the Company’s Financial Position during the Most Recent Years and up to the Date of Publication of the Annual Report

  • Chapter 7. Financial Status, and Financial Performance Analysis and Risks

  • I. Financial Status

  • II. Financial Performance

  • III. Cash Flows

  • IV. Significant Capital Expenditures and its Impact on the Financial Operations in the Most Recent Years

  • V. Reinvestment Policies for the Recent Years, Main Reasons for Profits or Losses, Improvement Plan, and Investment Plan for the Coming Year

  • VI. Risk Analysis and Assessment

VII. Other Important Matters

  • Chapter 8. Special Disclosure

  • I. Overview of Affiliates

  • II. Private Placement Securities during the Most Recent Years and up to the Date of Publication of the Annual Report

  • III. Holding or Disposal of Shares in the Company by Subsidiaries during the Most Recent Years and up to the Date of Publication of Annual Report

  • IV. Supplementary Disclosures

  • Chapter 9. Occurrence of Any Events that have Significant Impact on the Shareholders’ Rights or Securities Prices as Stated in Item 2 of Paragraph 3 of Article 36 of the Securities and Exchange Act during the Most Recent Years and up to the Date of Publication of the Annual Report

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Mission, Vision and Operation Philosophy of Wei Chuan

M ission: We are sincerely devoted to creating a healthy and convenient corporate culture.

Vision: Becoming the benchmark food enterprise in Taiwan.

Benchmark 1: Financial performance superior to other listed food companies. Benchmark 2: Company of the best public welfare image.

O peration Philosophy: Integrity, Diligence and Innovation.

Integrity - We are sincere, and keep promises.

Diligence - We are practical and down-to-earth.

Innovation- We make breakthroughs and create value.

Chapter 1. Letter to Shareholders

I. 2020 Business Report

Looking back to the overall economic environment in 2020, the global economy declined by 3.5% under the influence of the COVID-19 pandemic. However, driven by effective control of the pandemic, and steady growth of the government and private investments, the domestic economy increased by 3.11%. Looking ahead to the global economy in 2021, with the wide introduction of vaccines for COVID-19 and policy support of large economies, IMF estimates that the global economy is expected to recover and grow by 5.5%. According to data from the Chief Statistics Office of the Executive Yuan, the economy of Taiwan will see growth at a rate of 4.64%.

In the context of the food industry in Taiwan, the output value of Taiwan’s food industry in 2020 was about NT$ 635.5 billion, with a growth of 0.83%. The overall revenue of the listed/ OTC/ public food companies was NT$ 772.5 billion, with a growth of 0.2%. Facing with the increase in consumption, alternative/ diversified consumption patterns and demands, and intensifying competition of markets/ channels, we must continue making breakthroughs, transform toward high-end development of higher quality and more value-added, and optimize operation systems, process, marketing and management mode, so as to respond to middle-term and longterm competitive development of the industry and market.

In 2020, Wei Chuan achieved consolidated revenue of NT$ 18,650,871 thousand, declined by 7.8% on a year-on-year basis; the consolidated operating profits were NT$ 595,053 thousand, increased by NT$ 50,447 compared with that in 2019; net profits attributable to the parent company were NT$ 535,196 thousand; due to disposal of assets in 2019, proceeds from the disposal of assets were reduced by NT$814,789 thousand compared with that in 2019; the earning per share was NT$ 1.06, declined by NT$1.61 on a year-on-year basis. With respect to the financial performance of the parent company, the operating revenue was NT$ 7,802,514 thousand, increased by 2.1% compared with that in 2019; operating profits were NT$122,964 thousand, with earnings of NT$ 383,457 after the turn from loss in 2019. The Company achieved significant results in the operation of food.

Taiwan Business:

In 2020, the Company turned losses into gains, and achieved substantial improvement for operating profits or losses thanks to the strategies of “boosting sales”, “adjusting the portfolio to improve gross profits”, “rationalizing expenses”, “rebuilding brand assets” and “deepening business promotion strength” under the operation policies of

“Brand/Category Focus” and “Brand Asset Rebuilding”. With respect to operation management, in addition to continuous improvement for food safety and core competitiveness, the Company also masters the demands of the consumers and creates valued services for customers so as to promote better operation mode, and improves efficiency of operation management system and process to establish a more health and virtuous cycle development direction for the Company.

Mainland China Business:

In 2019, under the influence of the COVID-19 pandemic, the performance was not as good as expected. However, thanks to the established planning policies and strategies, the Company still successfully sized a new market share in Mainland China in face of adversity, and alleviated the impact of the external adverse environment. In the future, the Company will continue deepening the regional development of the chilled foods business and promote the brand/category/channel strategies. With respect to regional operation, the Company continues to keep moving in Eastern China, and seek rapid development in Northern China and Southern China. The Company will make further breakthroughs in brand/ category operation and new channel operation development, to make remarkable achievements.

Looking forward to the future, with the long-term support and care of our shareholders, consumers and the general public, we are moving towards the 68th Anniversary. Under the strategies of “keeping a foothold in Taiwan and developing Mainland markets” and the business orientation of “food manufacturing, brand marketing and channel management”, the operation team will uphold the Company’s food operation philosophy, fulfill the Company’s social responsibilities. The Company is committed to strengthening the integration of cross-Strait resources, continues to deepen brand management, intensifies the root of the key core technologies of the products, optimizes the systematic process benefit and efficiency of the supply chain and operation management system, and promotes rapid development of the cross-strait markets with more positive attitudes and efforts, so as to lay a solid foundation for the Company’s sustainable management and core market competitiveness. The Company will do its best to make operation achievements, and create remarkable results, so as to establish the brand reputation in the cross-strait market.

Manager: CHANG, CHIAO-HUA

Accounting Manager: HUANG, CHIH-YU

Chairman: CHEN, HUNG-YU

II. Overview of the 2020 Business Plan

A. Food Business- Taiwan

In response to the changing industry environment, the Company’s operation strategies focus on “brand/ category focused operation, deepened channel development, and continuously optimized operation management system”, to lay a sustainable foundation for the middle-term and long-term business development while the Company actively accumulates driver for growth of food business. Key points of business targets and strategies for 2021:

  • (I) Business targets of the main products:
Category Main Products EstimatedSales in 2021 Unit
Dairyfoods(includingsoybean milk) 89,743 Ton
Beverages Coffee beverage 24,110 Ton
Juice beverage 14,003 Ton
Spices Seasoner 2,695 Ton
Sauce and salad 7,059 Ton
Convenient foods 1,643 Ton
  • (II) key points of strategies:

  • Brand/ category focused operation:

    • (1) Focus on development and enhancement of core brand / value chain competiveness.

    • (2) Speed up establishment of growth driver and brand assets of potential brand/ category.

    • (3) Develop potential opportunities of new brands/ new categories, and accumulate new growth driver.

  • Establishment and development of channels:

    • (1) Deepen general marketing of the retail channels, and improve operation performance.

    • (2) Transform and upgrade business channels, and improve business model.

    • (3) Accelerate rapid development of new channels, and establish business model.

  • Optimization of supply chain and operation management system:

    • (1) Continue to deepen and promote food safety and protection system, and industry upgrading.

    • (2) Continue to deepen and integrate production and marketing supply chain system.

    • (3) Optimize the operation management system, and promote overall computerization.

    • (4) Deepen roots of philosophy and culture, and cultivate key strategic talents.

  • B. Food Business – Mainland China

  • (I) Chilled Foods Business in Mainland China

In 2021, the overall performance forecast in Mainland China is optimistic. In the overall strategy of the Company for the chilled foods business in Mainland China, B2C is to adjust physical conditions, while B2B is to boost the team morale by further developing customers. It is expected to turn losses into profits.

  1. Brand/ Category: Weichuan Daily C continues expanding its market shares against the competitive products; Bernachon builds up high-end brand image, and combines nonrefrigerated products to enhance regional penetration and rapid growth; Yogurt product rebuilds middle-end and high-end new single products; milk/ dairy beverages continue promotion to end users and rapid penetration and growth of key channels.

  2. B2C operation: B2C operation focuses on first-tier cities in Eastern China, adjusts rapid growth in Beijing, Tianjin/ Guangzhou and Shenzhen, expands e-commerce scale and continue implementation of basic management of chilled foods business.

  3. B2B operation: B2B operation continues expanding customers and daily product categories, and improves royalty of customers.

  4. Supply chain: Supply chain builds up strategic cooperation pattern, continues enhancing production and logistics quality management, and improves B2B and key e- commerce customer service level.

  5. Remuneration and incentive system is optimized to implement the elite policy, so as to elect and cultivate a talent team.

(II) Nutrition Business in Mainland:

In response to health market development and the trend of nutritious products in Mainland China, the products are transformed towards home nutrition product supply with equal emphasis on infant formula milk powder, baby milk powder and powdered drinks. The Company also plans to launch the plant protein powder. Our operation strategies are designed to “build up the daily product nutrition expert image by brand focus, with mother and infant products and new retail sale as new channels”, so as to achieve steady and sustainable profitability.

C. Packaging Materials Business:

The Company mainly engages in the manufacturing of food mold, injection mold and plastic caps. Meanwhile, the Company continues to expand the development of core products and new products, plan new production lines and work together with the partners to develop the markets for coffee cup caps and chain packaging materials, speed up the middle-term and long-term technology development of molds, reduce production costs, and positively develop new customers and new products, so as to lay a solid foundation for growth.

D. Import and Export Trade:

Import business gives play to the comprehensive procurement effect in the integration of the Group’s demands, assists to develop new sources, reduces costs of raw materials; enhances source management; guarantees quality and food safety; establishes strategic partnership with the suppliers; masters the exclusive sources of goods, and develops new raw materials and new business opportunities. The export business mainly consolidates the existing products and market sales, continues to develop new products and new customers, and intensifies overseas marketing power.

Chapter 2. Company Profile

I. Date of Incorporation: September 22, 1953.

II. Company History:

  • 1953: Mr. Huang, Lieh Huo founded the Company, formerly known as Ho Tai Chemical Industry Co., Ltd.

  • 1954: Renamed as Wei Chuan Foods Industry Co., Ltd., and planned to establish the soy sauce business.

  • 1955: Expanded the equipment for the Gourmet Powder Plant, and acquired Taipei ranch as one of the Company’s business division.

  • 1956: Begun to manufacture soy sauce, pickles and cans in response to the supply market demands.

  • 1957: Laid a foundation for public company. 1958: Established a laboratory, to promote research and development, and introduced the production method for gourmet powder fermentation method.

  • 1959: Built a fermentation plant to successfully engage in mass production of gourmet powder.

  • 1960: Merged Wei Chuan Dairy Industry Co., Ltd., and established the Dairy Foods Business Division, to establish diversified management system.

  • 1961: Expanded equipment for the production of gourmet powder, kept the public informed of the financial affairs of the Company, and listed its shares.

  • 1962: Built a canning plant and an ice cream plant in Taichung. Made IPO. 1963: Built a milk powder plant. 1964: Founded Kuang Hua Food Co. together with Chinese Thai people to produce gourmet powder for Thailand markets.

  • 1967: Built a soybean milk powder plant to develop infant foods business. 1968: Expanded production equipment for the soy sauce plant, increased the branches, and promoted target management system. The sales turnover exceeded NT$ 400 million.

  • 1969: Updated equipment for dairy frozen foods in Taipei plant. Manufacturing method of gourmet powder was replaced with direct recycling method to reduce costs and increase yield.

  • 1970: Established a new soy sauce plant and Kaohsiung dairy plant and enabled computer.

  • 1971: Launched soy sauce. 1972: Launched new products Chen Wei Pickled Cucumbers and Chen Wei Soy Sauce. 1976: Commenced construction for Douliu Complex Daily Foods Plant. 1978: Launched new product Tetra Packed Dairy. 1979: Developed plain taste canned foods, apple milk powder, instant milk powder and fresh juice.

  • 1980: Built Douliu Milk Powder Plant, which was formally put into operation in July to produce new fresh juice. Launched soybean milk.

  • 1981: Built Puxin Plant for flour production equipment.

  • 1982: Established business division system, expanded equipment for Douliu Milk Powder Plant. China Youth Store Co., Ltd. invested by the Company was formally established.

  • 1983: Launched new products such as fresh juice in pop cans, soft drinks in aluminum foil package, sports beverages, fresh jelly, and tuna fish sauce.

  • 1984: Renamed as Wei Chuan Company Limited. Launched UCC pop-caned coffee.

  • 1985: Renamed Wei Chuan Foods Corp. Launched new product guava juice. 1986: Built UCC baked and fried coffee plant and Taichung Nandun Plant. Jiayi Distribution Center was formally put into operation. The Company invested Sung Ching Supermarket. Kangguo Marketing Co., Ltd.

  • was duly established. The Company cooperated with Morinaga Milk Industry Co., Ltd. to improve

  • daily production and quality management technology.

  • 1987: Launched three-stage feeding milk powder S1. Douliu Milk Powder Plant implemented good food manufacturing practice, and Taichung Distribution Center was duly put into operation.

  • 1988: Signed the cooperation plan with USA AM/PM, launched three-stage feeding milk powder S2 and S3. Wastewater treatment project of Taipei Gourmet Powder Plant was completed, and was consistent with the new emission standards. An Pin Supermarket Co., Ltd. invested by the Company was duly established.

  • 1989: completed construction of Taichung Seasoning Food Plant, and expanded and developed chilled foods business. Increased capital of NT$ 300 million in cash. 30,000,000 new shares were issued at premium of NT$ 40 per share to raise NT$ 1.2 billion in total.

  • 1990: Increased capital of NT$ 250 million in cash. 25,000,000 new shares were issued at premium of NT$ 20 per share to raise NT$ 0.5 billion in total.

  • 1991: Capitalized reserve of NT$ 132,504,470. The Company’s paid-up capital was NT$2,782,593,910.

  • 1992: Authorized capital was NT$ 3.5 billion. Paid-in capital was NT$ 3,144,331,110. There was a variety of new products. Fresh dairy foods were launched.

  • 1993: Capitalized reserve of NT$ 377,319,730. The Company’s paid-in capital was NT$ 3,521,650,840.

  • 1994: Capitalized reserve of NT$ 422,598,100. The Company’s paid-in capital was NT$ 3,944,248,940.

  • 1995: Capitalized surplus reserve of NT$ 315,539,910. The Company’s paid-in capital was NT$ 4,259,788,850.

  • 1996: Increased capital of NT$ 425,978,880. The Company’s paid-in capital was NT$ 4,685,767,730.

  • 1997: Increased capital of NT$ 374,861,410. The Company’s paid-in capital was NT$ 5,060,629,140.

  • 1998: Held the shareholders’ meeting to re-elect the directors and supervisors. Wei Ying Hsing and Wei Ying Chung were elected as the new Chairman and Vice Chairman. New equipment works for Kaohsiung Dairy Plant #2 and expansion works for Taichung Juice Plant were completed. Meanwhile, 31 categories of new products were developed, including seasoning, dairy products, sauce products, dairy foods, desserts, juice and tea beverage. Land of Taipei Plant was sold.

  • 1999: All employees of Wei Chuan Group attended the Corporate Culture Seminar held in Pu Hsin Ranch to establish a new “Vision” and “Management Philosophy” of Wei Chuan. Four products, namely, Wei Hsiao Pao Pure Meat Crisp Cake, Lin Feng Ying High-quality Fresh Milk, Daily C Pure Juice and Wei Chuan Yogurt, won the “National Consumption Gold Award” granted by the Consumer Association of the Republic of China. Wei Chuan Fresh Milk won the “Top Gold Award” granted by the World Food Evaluation Association. Meanwhile, Wei Chuan Fresh Milk and Yogurt also won the “Gold Award”.

  • 2000: Duly established Bio-technology Center, leading new milestone for Wei Chuan’s transformation from professional field of food nutrition towards biotechnology. The Company kept improving its 47 years of professional knowledge in the application of biotechnology based on food research and development, and expanded it to the application of production technology, driving the upgrading of the whole enterprise. Wei Chuan Biotechnology Center now has two core technologies, liquid fermentation and lactic acid bacteria fermentation. It is one of a few domestic enterprise research centers that have the ability to independently cultivate and preserve bacteria. The first product “Logen Bifidobacterium” passed the certification of the Department of Health under the Healthy Food Act.

  • 2001: Held the shareholders’ meeting to re-elect the directors and supervisors. Mr. Wei Ying Chung was elected as the Chairman; Mr. Chen Chin Tsai was elected as the Vice Chairman; the former Executive Vice General Manager Wang Ya Ling was promoted as General Manager. Healthy Balanced Oil of Super-low Cooking Fume for Healthy Kitchen won the National Quality Award of Medical Biotechnology.

  • 2002: Logen Bifidobacterium and Grape Seed CE won the Quality Medical Award of the Republic of China. Master Kong instant noodles were launched in Taiwan.

  • 2003: 50th Anniversary Celebration Part was held in Mandarina Crown Hotel, Taipei. President Chen Shui-Bian delivered a speech. Douliu New Plant of Master Kong was completed and duly put into operation.

  • 2004: Held the shareholders’ meeting to re-elect the directors and supervisors. Mr. Wei Ying Chung was re-elected as the Chairman, and Mr. Chen Chin Tsai was reelected as the Vice Chairman. Brazilian Mushroom Drink and Collagen Essence won the National Quality Award of Medical Biotechnology. Female Exclusive Milk Powder of Cranberry Formula and Green Flow Coconut Formula, Collagen Essence, Brazilian Mushroom Drink, Milk Pudding Series and other products won the Excellent Product Award of the Institute Food Science and Technology of the Republic of China. By resolution of the Board of Directors, the Company merged with the subsidiary Taiwan UB that engaged in the same business activities. After merger, the Company was the surviving company, and Taiwan UB was merged.

  • 2005: The Company obtained patent for low-cooking fume edible oil. Lotus Seed Gluten, Green TP Healthy Oil, Soufflé Cheese Cake, Daily C 100% Orange Grapefruit Juice, 50 UP Healthy Nutrition Milk Powder and Mini Instant Noodles Q-CUP Series won the New Product Award of the Institute Food Science and Technology of the Republic of China.

  • 2006: Natural Red Yeast passed healthy food certification. Natural Red Yeast and Dr. Chuang Physiological Soup won the National Quality Award of Medical Biotechnology. Wei Chuan Soy Milk Cheese, Limited Fresh Milk Series, CoQ10 plus, High-Flavor Gourmet Powder (Bonito and Mushroom), Wei Chuan Ho Feng Sesame Sauce won New Product Award of the Institute Food Science and Technology of the Republic of China.

  • 2007: Held the shareholders’ meeting to re-elect the directors and supervisors. Mr. Wei Ying Chung was re-elected as Chairman, and Mr. Chen Chin Tsai was re-elected as the Vice Chairman.

  • The fist “Vincent Breed” Composite Bakery was opened.

  • Chin Sui Low-Sugar High-fiber Soymilk and Wei Chuan Healthy Edible Oil passed healthy food certification.

Gold Brown Rice Oil for Healthy Kitchen won the National Quality Standard
Award.
Sweet Grease Cake, Healthy Grain Garden- Low-Sugar Healthy Grain Powder,
P327 Functional Yoghurt and VOSSI Canada Glacier Water won New Product
Award of the Institute Food Science and Technology of the Republic of China.
2008: The 55th Anniversary Celebration Party & Family Day was held in Pu Hsin
Ranch.
Kaohsiung Business Office, the first building under green and environmental
protection act, was established.
The Company was the sole sponsor for the outdoor art shows of the National
Palace Museum for a long term.
2009: promoted Wei Chuan’s corporate culture events, repositioned and communicated
the Company’s vision, mission, operation philosophy, belief and code of conduct.
Sponsored the Baseball Team of Yung Ching Middle School in Changhua County
to promote basic baseball education.
Promoted the humanistic public welfare event of “Silent Thoughts and Nice
Words Running around the Street” together with Tzu Chi Foundation.
The Group participated in “8.8” typhoon relief event.
2010: Mr. Huang Lieh Huo, founder of the Company, passed away on March 21, 2010
at the age of 100.
Annual shareholders’ meeting was held to amend the Articles of Incorporation. In
accordance with the Articles of Incorporation as amended, the number of the
directors and supervisors was respectively adjusted to 9 and 2 instead of 15 and 3.
Besides, the directors and supervisors were re-elected. Mr. Wei Ying Chung was
re-elected as Chairman, and Mr. Wang Hsi Ho was elected as the Vice Chairman.
Land of the original Taipei factory in Sanchong was acquired by tendering, and
Top Rate was founded to engage in the real estate development business.
The Company reached settlement with Hsin Yen for the legal proceeding in
connection with the land purchase and sale contact.
The Company established cooperation with Kenko to seize market shares of
salad seasoning in Mainland China.
The affiliate Sung Ching Supermarket launched new concept store “Matsusei
Exquisite Life”, and also won the First Prize for Excellent Service Award of
“Fresh Food Supermarket” of the 8th Vision in the year.
Sponsored performance of large opera “Princess Turandot in Taiwan, to promote
cross-strait culture exchange.
2011: Although plasticizer was contained in food upon domestic food inspection, all
products of Wei Chuan passed the inspection of SGS and nationally accepted
inspection companies, and did not contain any plasticizers.
Lin Feng Ying Brand was awarded as one of “Top 100 Brands of Taiwan” by the
Ministry of Economic Affairs.
The Company’s Board of Directors subordinated the Remuneration Committee.
2012: In response to “Safe Food Traceability Cloud Application Program” initiated by
the Council of Science and Technology of the Executive Yuan, Wei Chuan and
other food manufacturers jointly introduced access to the food history in a digital
and convenient way.
“Vincent Breed” Bread Business Division supported Taiwan’s “Hsi Yuan Wheat”
so as to positively support local agricultural development in Taiwan through the
platform of public welfare. It introduced a series of commodities in combination
with local fruits of Taiwan, to support the agricultural development of Taiwan by
actual actions.
  • Douliu Plant passed ISO14001 and ISO14064 International Environmental Protection Certification.

  • 2013: The Complex Building of Taichung Plant that adopted concept design under the Energy Conservation and Environmental Protection Act was completed and put into operation. The Building was composed of a canteen, office, conference room and other spaces.

  • The annual shareholders’ meeting was held to re-elect the directors and supervisors. Mr. Wei Ying Chung was re-elected as Chairman, and Mr. Wang Hsi Ho was re-elected as the Vice Chairman.

  • The Company sponsored the “Puppet Opera Production and Publication Project” of the National Culture and Arts Foundation, to support the promotion of Taiwan’s traditional art and culture, and fulfill its social art and culture responsibilities by actual actions.

  • The 60th Anniversary Celebration Party & Family Day was held in Pu Hsin Ranch. Besides, 60 bald cypress saplings were planted to symbolize the implantation of Ideas “Love the Earth, Just Do It”. Musicians Shou-Chuan Lee, Wu Hsiung and Chen Fei Wu were invited to compose the song “Wei Chuan 60 Years” to commemorate the occasion.

  • Douliu Plant was the first factory to pass conformity examination of the clean production assessment system of the Ministry of Economic Affairs and the Bureau of Industry.

  • The edible oil event taken place in Taiwan had a strong impact on the edible oil consumption market. The Company’s edible oil brand was also affected.

  • 2014: Due to edible oil events broke out for two consecutive years giving rise to the purchase boycott movement, the Company’s reputation was affected with a strong impact on the performance. Production and manufacturing of edible oil and instant noodles were stopped.

  • Mr. Wei Ying Chung resigned from the office of Chairman and Director. Corporate shareholders appointed four new director representatives and one new supervisor representative. The majority of the members of the Board of Directors were new. Mr. Lee Feng Ao was elected as the Chairman. With more than two decades of professional experience in connection to consumer rights and interest in Taiwan, he led to reform in Wei Chuan. In addition to the establishment of food traceability mechanism, he also incorporated the business ethics in the development of foods, urged full information disclosure to satisfy the consumer’s right to know, right to choose and right for safety, and improved the food quality to offer “safe and healthy” products to the consumers, so as to regain confidence and reliance from the customers.

  • 2015: Vigorously promoted three food safety actions: “Whole Product Traceability”, “Simplification of Formula” and “Quality in line with International Standards”, led the industry to launch the first bottle of transparent fresh milk in Taiwan, and made milk source, production process and inspection items transparent and open through QRcode.

  • Mr. Lee Feng Ao resigned from the office of Chairman, and Mr. Wang Hsi Ho was elected as the Chairman.

In order to centralize the resources for development of the cross-Strait food business, the Board of Directors passed the proposal on transfer of certain assets for reinvestment in Sung Ching.

The Company continued to promote food safety reform to meet the international clean label trend. In the principles of minimum or zero additives of the industry, three star products of simple formula were launched: Lin Feng Ying Yoghurt, soybean milk, brewed sauce, enabling the consumers to have high-quality, absolutely safe and delicious foods.

2016: “Dairy Farmer 4.0” Plan was initiated to promote industry upgrading in terms of source management, world-class quality, science-based ranch and sustainable operation. By focusing on food industry, the Board of Directors passed proposal on sale of equity in Wang Te Hsing Tea Co., Ltd., Wei Chuan Enterprise Co., Ltd., UCC Coffee Taiwan Co., Ltd., and Taiwan Calbee Food Co., Ltd.

The Company participated in the capital increment plan of Comtrend Engineering Co., Ltd. and China Youth Store Co., Ltd., and carried out the liquidation. Brewed sauce won the Top Three-star Award of the International Taste & Quality Institute (iTQi). The directors were re-elected, and three independent directors were elected. The Audit Committee was established to take place of the supervisors. Mr. Chen Yung Ching became the Chairman.

Kaohsiung Plant passed Level-3 Safety Quality Food (SQF) Certification, a topgrade rating of international food safety quality standards with a high score. Lin Feng Ying High-quality Fresh Milk produced by Kaohsiung Plant was the first bottle of SQF fresh milk in Asia. Thanks to compliance with food safety standards, and alignment with international practice, Kaohsiung Plant became the factory of which the whole plant and all production lines passed SQF international certification in Taiwan. 2017: The Company was judged not guilty in relation to the oil product event in the trial of the second instance of the Intellectual Property Court. The Board of Directors approved relocation of LongTan Plant, and sale of the land of LongTan Plant and peripheral buildings on the land. Following Kaohsiung Plan, Douliu Plant also passed SQF Level 3 Certification. All production lines of Wei Chuan passed ISO22000 Certification. Taichung Plant, Douliu Plant and Kaohsiung Plant obtained OHSAS 18001, TOSHMS and ISO50001 Energy Management System Certification. 2018: The Board of Directors approved sale of 51% of equity in Top Rate Development Co., Ltd., and three idle lands in Sanchong District, New Taipei City. The Board of Directors approved sale of land and other assets inside and outside Pu Hsin Ranch. 2019: Directors were re-elected. Mr. CHEN, HUNG-YU was elected as the Chairman. The Board of Directors approved the proposal for the merger of two subsidiaries Kang Ho International Trade Co., Ltd. and Sung Ching Commerce Co., Ltd., where, Kang Ho was the surviving company. 2020: The shareholders’ meeting approved the Company’s transfer of Cheng Shuen Nung Ranch, the subsidiary 100% held by the Company.

Chapter 3. Corporate Governance Report

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Chapter 3. Corporate Governance Report Shareholders’ Meeting
I. Corporate Organization
Board of Directors
(I) Organization Structure:
Audit Committee Secretariat Department
Remuneration Committee Audit Office
Chairman
Food Safety Committee
CSR Committee
Chairman Office
CEO
Business Development Department
CEO Office
Administration Department CFO Office
EHS Section Research & Development Division
Foods Safety Center
Taiwan Business Mainland China Business
Business Development Department Finance and Accounting Department
Information Technology Department R&D Department
Public Relations Section Human Resources Department
Digital Marketing Section
Chilled Foods Business Group
Business Planning Department
Production Convenient Foods Non-refrigerated
Dairy Foods Beverage Food Services Sales Chilled Foods Department Business Division Dairy & Beverage
Business Business Business Department Business Division
R&D Department
Division Division Division
Market Media
Research Section Kaohsiung Douliu Plant Taichung Plant
Plant
Section Juice Section
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I. Corporate Organization

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(I) Organization Structure:
----- End of picture text -----

(II) Department Functions

Department Key Functions
Audit Office Comply with government agencies, and laws and regulations on audit business.
Audit systems including internal control, and evaluate efficiency and effect of operation, to
reasonably guarantee effective implementation of the internal control system, and provide
basis for review of the amended internal control systems.
Assist the Board of Directors and managers to establish effective enterprise risk evaluation
and risk management mechanism, examine and follow up improvement for defects, to
intensify corporate governance and management benefits.
CFO Office Support operation and development of the group company with steady and safe financial
policies.
Provide correct and object group finance and management information to improve the
decision-making quality.
Offer operation recommendations to guarantee achievement of the Group’s budget targets.
Research &
Development
Division
Innovate product development, and continue to improve the product quality.
Improve key and basic technologies for core product categories, establish technology
platform, and enhance the product competitiveness of Taiwan and Mainland China.
Introduce, develop and commercialize new product and new technology resources.
Responsible for healthy food certification and patent application, maintenance and
management.
Continue to improve research and development organization capability, and cultivate experts
for both Taiwan and Mainland China.
Continue to improve the supply chain quality management system, intensify raw material
and supplier management system, maintain product quality and safety, and ensure that the
products are consistent with the standards and requirements under the food related laws and
regulations.
Promote transparent and intelligent system of production quality.
Improve inspection and analysis technology, maintain TAF laboratory certification, and
promote product quality safety warning system.
Improve R&D management rules/ systems, establish R&D information system, and improve
technology TM system.
Foods Safety
Center
Plan, integrate and promote the Company’s food safety policies and food safety
management system, fulfill the food safety targets assigned by the Food Safety Committee
and the Food Safety Promotion Office, and guide, supervise and audit the food safety
management system, and the implementation effect of each unit.
Promote and integrate operation of the Food Safety Committee and the Food Safety
Promotion Office.
Fulfill the Company’s food safety targets, and plan the food safety policies, and annual
food safety promotion strategies and targets.
Plan, integrate and optimize the supply chain food safety management system.
Improve the food safety related system process and system, and promote continuous
improvement of the Company’s food safety management system.
Maintain the supply chain food safety capabilities;
Plan and execute food safety system audit, and facilitate to supervise and audit
improvement and effect.
Business Planning
Department
Analyze overall economic, industrial and competition trend and business operation
performance, and advance the Company’s middle-term and long-term business development
strategies and annual operation plan. Improve various systems to enhance the operation
efficiency of the operation management system.
Administration
Department
Optimize and maintain the working environment, receive and process mails and letters,
control seals, telephone exchange and visitor’s reception, protect the Company’s movable
and real estate business and benefits, and enforce and manage the Company’s legal affair
services.
EHS Section Guarantee effective operation of the OHS management systems, organize regular safety
management guideline education, training and promotion, continue to improve
management standards superior to the laws and regulations, and prevent occupational
hazards and occupational diseases.
Finance and
Accounting
Department
Establish safe financial management process to support development of Taiwan Business.
Provide correct and object financial management information of Taiwan Business to
improve decision-making quality.
Offer operation recommendations to achieve the budget targets of Taiwan Business.
R&D Department Plan and develop strategies: plan R&D strategies, cultivate R&D talents, and develop patent
layout.
Develop and improve products and technologies: develop new products/ new package,
research and develop new categories, improve product/ package/ process design quality,
research food services/ business channel product application, research category consumers,
and establish core category/ new product application technology R&D and process
technology.
Raw material application technology: research and application of key raw materials.
Human Resources
Department
Responsible for talent development and organization ability improvement, planning and
executing human resources development strategies.
Information
Technology
Department
Introduce information solution based on the Company’s strategies and objectives, integrate
internal and external supply chain process, establish high-efficiency, safe and steady
information system, improve operation performance, and strengthen the Company’s
competitiveness and value.
Public Relations
Section
Formulate the policies regarding public affairs and media public relationship, establish and
maintain the corporate and brand image, respond news crisis and control risks, and integrate
the Group’s communication and media functions and resources.
Maintain and manage media relationship regularly.
Digital Marketing
Section
Strengthen commodity marketing, content marketing and community marketing towards
online groups/ consumers through new Internet media and new marketing methods, and
raise consumer’s recognition and understanding of commodities, brands and the Company,
so as to establish preference and loyalty.
Market Research
Section
Collect and acquire category markets and consumer’s information.
Execute and supervise market research programs.
Investigate and acquire accumulation, summary and application of market data.
Improve the efficiency and function of the Company’s market survey system.
Media Section Integrate the annual strategic media planning/ creative media planning provided by the
agency.
Integrate the annual medial planning provided by the agency/ acquire the quality review
report and establish database.
Offer recommendations on medial advertising plans, supervise performance of the plan, and
evaluate effect of the plan.
Improve the optimized module of the media strategies.
Dairy Foods
Business Division
Plan and execute brand management and new product launching of chilled foods (including
fresh milk, yogurt drinking, yogurt and milk drinks), guide management of dairy farmers,
improve dairy quality, and balance production and marketing.
Provide the consumers with the best products and services under the core value of quality
first.
Beverage Business
Division
Plan and execute the brand strategies for the chilled foods (including coffee, juice, chilled
eggs, soybean drinks and desserts, etc.), and provide products and services that meet or
exceed expectation of the customers and consumers.
Food Services
Business Division
Food services is a service team that integrates marketing, R&D, sales, production and
logistics distribution, including chain fast food, coffee casual dining, western restaurant, tea
bar, breakfast chain, star restaurant, fresh food factory and regional single-point catering
channels, and focus on development of such core categories as dairy products, drinks, salad,
desserts and egg products. Provide package services that meet the market trends and the
customer’s demands, such as customized development, product application plan and the
like, to become the best partner of the customers to create values.
Sales Department Develop short-term, middle-term and long-term business strategies of chilled food business
policies and programs, to achieve the business objectives.
Establish the best chilled business team; improve the business capability and the efficiency
of the operation system, achieve daily chilled food distribution service, execute and
maintain food safety logistics quality and review, meet the customer’s demands, develop
business management, cultivate business elites, and achieve customer satisfaction and offer
complaint and consulting services to the customers.
Production
Department
Guide the factories and workshops to control capacity planning, and guarantee quality so as
to achieve the Company’s business objectives.
Implement full-supply chain quality management system operation, and continue to improve
the food safety management system.
Strengthen supplier management, and guarantee raw material supply quality.
Anticipate supply chain risks, and guarantee stable supply of raw materials.
Integrate management systems of the production factory, and guide continuous
improvement.
Establish core technology for production process, and apply knowledge management
Promote automation of the production factory, and improve the production management
efficiency.
Execute and supervise engineering creativity.
Enhance production cost management, and supervise material management of the
purchasing department and factories.
Guarantee harmonious labor relationship.
Coordinate and integrate resources of the production system, and ensure launching of new
products on schedule.
Guarantee effective operation of occupational safety and health/ environmental protection in
production areas.
Cultivate talents and organize development plan, and establish excellent production
technical team.
Plan new production lines in new factory, and improve the existing process design.
Promote environmental management, energy conservation and carbon reduction, and
accelerate replacement of old and energy-consuming equipments to achieve environmental
sustainability.
Promote water conservation and reduce waste of important resources.
Convenient Foods
Business Division
Sell delicious, safe and healthy products, including seasonings and sauces necessary for
cooking, instant scans and sauce series, focus on brand operation, category innovation and
improvement of domestic and international consumer production/ business market channels,
and provide customers with safe and secure choice of products.
Non-refrigerated
Dairy & Beverage
Business Division
Plan, manage and execute brand strategies for non-refrigerated products (such as coffee,
dairy products, water and soymilk), and provide products and services to the expectation of
the consumers.

II. Information of Directors, Supervisors, General Manager, Vice General Managers, Directors, and Heads of Departments and Branches

1. Information of the Directors (I)

‘April 25, 2021 ‘April 25, 2021 ‘April 25, 2021 ‘April 25, 2021
Position Nationality or
Place of
Registration

Name
Gender Date of Election
(Appointment)
Term
of
Office
Date First
Election
Shareholding When Elected Current Shareholding Spouse & Minor
Children’s Shareholding
Shareholding by
Nominees
Major Experience (Education) Other Position Concurrently Held in the Company and
Other Companies
Other executives, directors or
supervisors who are spouses or
relatives within the second
degree of kinship
Remarks
Number of Shares % Number of
Shares
% Number of
Shares
% Number
ofShares
% Position
Name
Relationship
Chairman Republic of
China
Kang Ching Corporation Male 2019.6.27 3 1998.5.30 35,880.000 7.09% 35,880,000 7.09% 0 0 0 0 Master, Institute of Management, National Taiwan University of
Science and Technology
General Manager, Circle K
General Manager, Lailai Logistics Co., Ltd.
Lecturer, Department of Business Administration, Taipei University
of Business
Lecturer, Department of Food Nutrition and Health Biotechnology,
ShihChienUniversity
Director, Corporate Body Foundation
Executive Director, Taiwan Cold Chain Association
Chief Advisor, Beijing Wuwart Investment Co., Ltd.,
None None None None
Representative: CHEN, HUNG-YU 2019.6.27 0 0 0 0
Director Republic of
China
Kang Ching Corporation Male 2019.6.27 3 1998.5.30 35,880,000 7.09% 35,880,000 7.09% 0 0 0 0 PhD in Business, National Chung Cheng University
MBA, National Chengchi University
Chief of Staff, Hua Wei International Technology Consulting
Corporation
Head , Yuanlin Branch of HSBC China Investment Corporation
Head,BusinessDivision,Prince ConstructionCorporation
Chairman, Shanghai Zhaowei Investment Management
Consulting Co., Ltd.
Director, Star Telecom Co., Ltd.
None None None None
Representative: CHIEN, PEI-
HSIANG
2019.6.27 0 0 0 0
Director Republic of
China
KangChingCorporation Male 2019.6.27 3 1998.5.30 35,880,000 7.09% 35,880,000 7.09% 0 0 0 0 Graduated from Department of International Trade, Air Business
College, National Cheng Kung University
Graduated from CEO Class, Fudan University of Shanghai
Southern Regional Vice President, Dingyi Corporation
Northern Regional Vice President and Northeastern Regional
Chairman, Dingyi Corporation
General Manager, Northern China, Dingyi Corporation
General Manager, Hangzhou Dingyi Corporation
General Manager, Guangzhou Dingyi Corporation
Director,Tianjin DingyiCorporation
None None None None None
Representative: LAI, CHING-PAO 2019.6.27 0 0 0 0
Director Republic of
China
Juqing Investment Co., Ltd. Male 2019.6.27 3 1999.2.1 1,050,000 0.21% 1,050,000 0.21% 0 0 0 0 M.A., Institute of International Affairs, Columbia University
Legal Representative, Juqing Investment Co., Ltd.
Chairman, Synmax Biochemical Co., Ltd.
Vice Chairman, Taichung Industrial Corp.
Director, Taiwan Yifanwu Corp.
Director,EliteMaterialCo.,Ltd.
None None None None
Representative: HSIEH, MON-
CHANG
2001.7.26 0 0 0 0
Director Republic of
China
Nice Triumph Investment Limited Male 2019.6.27 3 1998.5.30 36,688,000 7.25% 36,688,000 7.25% 9,000 0.00% 0 0 Master in Business, Taiwan University and EMBA, Fudan University Chairman, Star Telecom Co., Ltd./ Chairman, Ding’an
Development Corp./ Chairman, Hexun Investment Corp./
Chairman, He Yang Investment Corp./ Chairman, Konzen
Corporation/ Chairman, Nice Triumph Investment
Limited /Chairman, Kangfa Investment Co., Ltd./
Chairman, Kangqing Corporation/ Chairman, Kangchao
Corporation/ Director, Vigorkobo Corp.

None
None None None
Bachelor of Accounting, Soochow University
CFO, Vice President and Executive Director, Master Kong Holdings
Co., Ltd.
Director/ Chief Accountant, Finance Department, Taiwan and
Guangzhou General Foods Corporation
Manager, Accounting Department/ Administration Department,
Taiwan Nestle Co., Ltd.
Vice Manager, Audit Department, Oriental Union Chemical
Corporation
Head,Accounting Section,DadechangPetrochemicalCo.,Ltd.
Representative: LIN, CHING-TANG 2001.7.26 0 0 0 0
Director Republic of
China
HSUEH, KUANG-CHI Male 2019.6.27 3 1998.5.30 0 0 30,000 0.01% 5,000 0.00% 0 0 Graduated from Department of Business Administration, National
Taiwan University
General Manager,Rikkei Trading Corp.
Chairman, Rikkei Trading Corp.
Chairman, Hongstar Investment Corp.
Supervisor,Hung ShuPioneer Investment Corp.
None None None None
Independent
Director

Republic of
China
CHEN, SHUN-PING Male 2019.6.27 3 2016.6.28 0 0 0 0 0 0 0 0 MBA, Rutgers University, USA
Manager, Jingshuo Technology (Shanghai) Co., Ltd.
Director and General Manager of General Administration
Affairs Office, Win Semiconductor Corp./ Corporate
Director Representative, Win Venture Capital Corp./
Corporate Director Representative, Union Biotechnology
Co., Ltd./ Corporate Director Representative, Huixin
Venture Capital Co., Ltd./ Corporate Supervisor
Representative, Cultural Value Creating and
DevelopmentInvestment
None None None None
Independent
Director

Republic of
China
LI, ZHI-PING Male 2019.6.27 3 2018.6.27 0 0 0 0 0 0 0 0 MBA, Finance, National Taipei University
Bachelor of Finance, National Taipei University
CFO, EnTie Commercial Bank, Ltd.
Vice President, Investment Banking Division, Taiwan Branch,
Lehman Brothers SecuritiesInc.
Executive Director, The Taiwan Entrepreneurs Fund
Limited
None None None None
Independent
Director

Republic of
China
SONG, JUN-MING Male 2019.6.27 3 2019.6.27 0 0 0 0 0 0 0 0 Master, Institute of Enterprise and Administration, University of
Missouri
Executive Partner, Richside Ventures
Vice General Manager, GigaMedia Corporation
General Manager, LITEON Electronic Business Group Supply Chain
(Xunwang) Co., Ltd.
Chief Operation Officer of Greater China and General Manager of
Taiwan, BeXcom Corporation
Manager, Overseas Business Division, CITIC Securities Company
Limited
Vice CEO & CFO, Forde International Healthcare Group None None None None

2. Major shareholders of corporate shareholders

‘April 25,2021
Name of corporate
shareholder
Major shareholder of corporate shareholder Shareholding
ration
Kang Ching Corporation SWB (BVI) Co., Ltd. 100%
Nice Triumph
Investment Limited
SWB (BVI) Co., Ltd. 100%
Juqing Investment Co.,
Ltd.
Chengen Global Co., Ltd. 31.25%
Xiangcheng Global Co., Ltd. 68.75%

3. Major Shareholders of Major Corporate Shareholder

‘April 25,2021
Name of corporate
shareholder
Major shareholder of corporate shareholder Shareholding
ration
SWB (BVI) Co., Ltd. TING HSIN (CAYMAN ISLANDS) HOLDING
CORP.
100%
Chengen Global Co.,
Ltd.
Hsiao, Shih-Jen 100%
Xiangcheng Global Co.,
Ltd.
Lin, Chin-Hsing 100%

4. Information of the Directors (II)

‘April 25, 2021

‘April 25, 2021
Qualifications
Name

At least five years of work experience together with
following professionalqualification
Independence criteria
(note)
Number of
other public
companies
where the
individual
concurrently
serves as an
independent
director
Lecturer or
position at higher
level in a
department of
commerce, law,
finance,
accounting, or
other academic
department
related to the
business needs in
a public or private
junior college,
college or
university
A judge, public
prosecutor,
attorney, certified
public accountant,
or other
professional or
technical specialist
who has passed a
national
examination and
has been awarded a
certificate in a
profession
necessary for the
business
Work
experience in
the areas of
commerce,
law, finance,
or accounting,
or otherwise
necessary for
the business
1 2 3 4 5 6 7 8 9 10 11 12
CHEN, HUNG-
YU
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ - -
CHIEN, PEI-
HSIANG
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ - -
LAI, CHING-
PAO
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ - -
HSIEH, MON-
CHANG
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ - -
LIN, CHING-
TANG
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ - -
HSUEH,
KUANG-CHI
- - ˅ ˅ - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ -
CHEN, SHUN-
PING
- - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ -
LI,ZHI-PING - - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ -
SONG, JUN-
MING
- - ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ ˅ -

Note: Please check “ ” in the corresponding boxes if the directors and supervisors meet the following conditions during the two years prior to the nomination and during the term of office. 

  • (1) Not an employee of the Company or any of its affiliates.

(2) Not a director or supervisor of the Company or any of its affiliates (except for independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any managers in paragraph (1) or of the officer in the paragraphs (2) and (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Paragraph 1 or 2, Article 27 of the Company Act (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a

subsidiary of the same parent).

  • (6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of the Company’s director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, General Manager, or person holding an equivalent position in the Company (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of the Company and concurrently serving as an independent director, as appointed in accordance with the Act or the laws and regulations of the local country, in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director, supervisor, manager or their spouse who provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not been a person of any conditions defined in Article 30 of the Company Act.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

1.Information of General Manager, Vice General Manager, Directors, and Heads of Departments and Branches

‘April 25, 2021

Position
(Note 1)
Nationality
Name
Gender
Date of
Election
(Appointment)

Shareholding

Shareholding
Shareholding of
Spouse and
Minor Children
Shareholding of
Spouse and
Minor Children
Shareholding
by Nominees
Shareholding
by Nominees


Main
Experience
(Education)
(Note 2)
Other Position
Concurrently Held
in the Company and
Other Companies
Managerial Officer who is
Spouses or within the
Second Degree of Kinship
Managerial Officer who is
Spouses or within the
Second Degree of Kinship
Managerial Officer who is
Spouses or within the
Second Degree of Kinship
Remarks
(Note 3)
Number
of Shares
% Number
of Shares
% Number
of Shares
% Position Name Relationship
General
Manager
Republic of
China

CHANG,
CHIAO-HUA
Male ‘January 28,
2019
0 0 0 0 0 0 Department of
Business
Administration,
Soochow
University
Director of Kang
Chuan Engineering
Corp., Director of
Hangzhou Wei
Chuan
Biotechnology Food
Co., Ltd., Director
of Hangzhou Wei
Chuan Food Co.,
Ltd., Director of Wei
Chuan Food
Investment Co.,
Ltd.,Director of
Langfang Wei
Chuan Food Co.,
Ltd., Director of
Suzhou Wei Chuan
Food Co., Ltd.,
Director of Wei
Chuan Asia
Investment Co.,
Ltd., Director of
Kang Qin
Development Co.,
Ltd., Principal of
Wei Chuan (BVI)
Limited in Republic
of China, Manager
of Taiwan Branch of
Wei Chuan (BVI)
Limited

None
None
None
-
Vice
General
Republic of
China

CHIU, TZU-
CHUAN
Male ‘August 14,
2020
0 0 0 0 0 0 PhD,
Agricultural
Director of Hsin
Chuan Industrial
None None
None
-
Manager Chemistry,
Taiwan
University
Co., Ltd., Chairman
of Cheng Shuen
NungRanch Corp.
Director Republic of
China

TSAI, WEN-LIN
Female
‘August 1,
2017
31,051 0.01%
0
0 0 0 Institute of
Agricultural
Chemistry,
Taiwan
University
None None None None -
Senior
Director
Republic of
China

CHANG, SHU-
MIAO
Female
‘August 1,
2017
0 0 0 0 0 0 Institute of
Industrial
Engineering,
Chung Yuan
University
None None None None -
Senior
Director
Republic of
China

CHEN CHING
LONG
Male ‘April 1, 2021 0 0 0 0 0 0 Institute of
Urban
Planning,
Chung Hsing
University
None None None None -
Director Republic of
China

GUO SHIU
CHIUAN
Male ‘January 1,
2010
0 0 0 0 0 0 Institute of
Business
Administration,
National
Chengchi
University
None None None None -
Director Republic of
China

MENG YUAN
CHEN
Male ‘February 1,
2010
0 0 0 0 0 0 Institute of
Business
Administration,
National Sun
Yat-sen
University
None None None None -
Director Republic of
China

LIN,HSIN CHU
Male ‘May 1, 2014 0 0 0 0 0 0 Institute of
Food Science,
Tokai
University
None None None None -
Director Republic of
China

SHIH, CHIEH-
JEN
Male ‘July 1, 2017 0 0 0 0 0 0 Institute of
Business
Administration,
Chang Gung
University
None None None None -
Director Republic of
China

TANG,WEI CHE
Male ‘February 1,
2019
0 0 0 0 0 0 Institute of
Business
Administration,
ChungHsing
Director, Cheng
Shuen Nung Ranch
Corp.
None None None -
University
Director Republic of
China

CHANG,CHEN-
CHANG
Male ‘February 1,
2019
0 0 0 0 0 0 Section of Food
Industry,
Pingtung
Agricultural
College
Director of Kangho
International
Trading Corp.,
Director of
CONCOURSE
INTERNATIONAL
LIMITED, Director
of Hangzhou
Kangpei Trade Co.,
Ltd.
None None None -
Director Republic of
China

KO, CHI-FENG
Male ‘September 1,
2019
0 0 0 0 0 0 Institute of
Food Nutrition,
Fu Jen Catholic
University
None None None None -
Director Republic of
China

LUOR, DER
CHERNG
Male ‘January 20,
2020
0 0 0 0 0 0 Institute of
Business
Administration,
University of
IOWA
None None None None -
Director Republic of
China

YU, CHEN-PI
Male ‘January 20,
2020
0 0 0 0 0 0 Tou Cheng
High School
None None None None -
Director Republic of
China

SUN, YU-
CHIANG
Male ‘August 12,
2019
0 0 0 0 0 0 Institute of
Food Science,
Tokai
University
None None None None -
CFO
(Finance
Supervisor)
Republic of
China

HUANG,KUO
CHEN
Male ‘July 1, 2020 0 0 0 0 0 0 Department of
Accounting,
Fu-Jen Catholic
University
Director of Kangho
International
Trading Corp.,
Director of Fu Ting
Food Corp., Director
of Cheng Shuen
NungRanch Corp.

None
None None -
Senior
Manager
(Accounting
officer)

Republic of
China

HUANG,CHIH-
YU
Female ‘April 1, 2014 0 0 1,600 0.00%
0
0 Master,
Department of
Accounting,
National Cheng
Kung
University
Supervisor of Hsin
Chuan Industrial
Co., Ltd., Director
of KingCan
(BVI)Corporation,
Director of Kunshan
Yuquan Mould
Industry Co. Ltd,
Supervisor of Fu
TingFood Corp.,
None None None -

Supervisor of Kang Chuan Engineering Corp., Supervisor of Kangho International Trading Corp., Director of CONCOURSE INTERNATIONAL LIMITED, Director of Hangzhou Kangpei Trade Co., Ltd., Supervisor of Hangzhou Wei Chuan Food Co., Ltd., Supervisor of Langfang Wei Chuan Food Co., Ltd., Supervisor of Suzhou Wei Chuan Food Co., Ltd., Supervisor of Wei Chuan Food Investment Co., Ltd., Director of Wei Chuan Asia Investment Co., Ltd., Director of Kang Qin Development Co., Ltd., Director of Shanghai Wei Chuan Food Industry Co., Ltd., Director of Kan Lian Investment Corporation, Supervisor of Cheng Shuen Nung Ranch Corp.

Note 1: It shall include information of General Manager, Vice General Manager, Director and heads of departments and branches; any position equivalent to General Manager, Vice General Manager or director, regardless of job title, shall also be disclosed.

  • Note 2: For the experience related to holding the current position, if one has worked in the CPA firm conducting the auditing and attesting business or its affiliates, he/she shall state the job title and responsibilities.

  • Note 3: Where the chairperson of the board of directors and the General Manager or person of an equivalent post (the top level manager) of the Company are the same person, spouses, or relatives within the first degree of kinship, explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (for example, increase the number of independent directors, and there shall be more than half of the directors who do not concurrently serve as employees or managers).

6. Remuneration paid to the directors, General Manager and Vice General Manager in the most recent year

(1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors (1) Remuneration of the Ordinary Directors and Independent Directors Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands

Position

Name

Remuneration Paid to Directors
Ratio of Total
Remuneration (A+B+C+D)
to Earnings After Tax
(Note 10)
Relevant Remuneration Received by Directors who Are Also Employees Ratio of Total
Remuneration
(A+B+C+D+E+F+G) to
Earnings After Tax
(Note 10)
Remuneration
from Invested
Companies
Other than
Subsidiaries or
the Parent
Company
(Note 11)
Compensation (A)
(Note 2)
Severance pay and pension
(B)
Director’s remuneration
(C) (Note 3)
Fees for service
performance (Note 4)
Salaries, bonus and special
subsidies (E) (Note 5)
Severance pay and pension
(F)
Employee’s remuneration (G)
(Note 6)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
The Company All companies
incorporated in
the financial
reports
(Note 7)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 7)
Cash Stock Cash Stock
Chairman Kang Ching
Corporation
Representative:
CHEN, HUNG-
YU
8,400 8,400 - - 6,300 6,300 1,369 1,369 3% 3% - - - - - - - - 3% 3% None
Director Kang Ching
Corporation
Representative:
CHIEN, PEI-
HSIANG
Director Kang Ching
Corporation
Representative:
LAI, CHING-
PAO
Director Juqing
Investment Co.,
Ltd.
Representative:
HSIEH, MON-
CHANG
Director Nice Triumph
Investment
Limited
Representative:
LIN, CHING-
TANG
Director HSUEH,
KUANG-CHI
Independent
Director

CHEN, SHUN-
PING
5,400 5,400 - - - - 108 108 1.03% 1.03% - - - - - - - - 1.03% 1.03% None
Independent
Director

SONG, JUN-
MING
Independent
Director

LI, ZHI-PING
1. Please explain the independent director remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the considered factors such as their job responsibilities, risks, and working time.
The Board of Directors is delegated to determine the remuneration to independent directors by reference to the remuneration level of the peers in accordance with Article 27 of the Articles of Incorporation.
2. Other than disclosures in the above table, remuneration paid to directors for providing services (e.g., providing consulting services as a non-employee) for all companies incorporated in the financial reports in the most recent year: None.

Note: A driver is assigned to the Chairman, and is entitled to the remuneration NT$ 551 thousand, which is not included in the remuneration to the Chairman.

Range of remuneration

Range of remuneration Range of remuneration Range of remuneration Range of remuneration
Range of remuneration paid to each director of the Company Name of director
Total remuneration (A+B+C+D) Total remuneration (A+B+C+D+E+F+G)
The Company (Note 8) All companies incorporated in
the financial reports
(Note 9)(H)
The Company (Note 8) All companies incorporated in
the financial reports
(Note 9)(I)
Less than NT$1,000,000 - - - -
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) Kang Ching Corporation
Representative CHIEN, PEI-
HSIANG
Kang Ching Corporation
Representative LAI, CHING-
PAO
Juqing Investment Co., Ltd.
Representative HSIEH, MON-
CHANG
Nice Triumph Investment
Limited
Representative LIN, CHING-
TANG
HSUEH, KUANG-CHI
CHEN, SHUN-PING
SONG, JUN-MING
LI,ZHI-PING
Kang Ching Corporation
Representative CHIEN, PEI-
HSIANG
Kang Ching Corporation
Representative LAI, CHING-
PAO
Juqing Investment Co., Ltd.
Representative HSIEH, MON-
CHANG
Nice Triumph Investment
Limited
Representative LIN, CHING-
TANG
HSUEH, KUANG-CHI
CHEN, SHUN-PING
SONG, JUN-MING
LI,ZHI-PING
Kang Ching Corporation
Representative CHIEN, PEI-
HSIANG
Kang Ching Corporation
Representative LAI, CHING-
PAO
Juqing Investment Co., Ltd.
Representative HSIEH, MON-
CHANG
Nice Triumph Investment
Limited
Representative LIN, CHING-
TANG
HSUEH, KUANG-CHI
CHEN, SHUN-PING
SONG, JUN-MING
LI,ZHI-PING
Kang Ching Corporation
Representative CHIEN, PEI-
HSIANG
Kang Ching Corporation
Representative LAI, CHING-
PAO
Juqing Investment Co., Ltd.
Representative HSIEH, MON-
CHANG
Nice Triumph Investment
Limited
Representative LIN, CHING-
TANG
HSUEH, KUANG-CHI
CHEN, SHUN-PING
SONG, JUN-MING
LI,ZHI-PING
NT$2,000,000(inclusive)~NT$3,500,000(exclusive) - - - -
NT$3,500,000(inclusive)~NT$5,000,000(exclusive) - - - -
NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) Kang Ching Corporation
Representative CHEN, HUNG-
YU
Kang Ching Corporation
Representative CHEN, HUNG-
YU
Kang Ching Corporation
Representative CHEN, HUNG-
YU
Kang Ching Corporation
Representative CHEN, HUNG-
YU
NT$10,000,000(inclusive)~NT$15,000,000(exclusive) - - - -
NT$15,000,000(inclusive)~NT$30,000,000(exclusive) - - - -
NT$30,000,000(inclusive)~NT$50,000,000(exclusive) - - - -
NT$50,000,000(inclusive)~NT$100,000,000(exclusive) - - - -
Over NT$100,000,000 - - - -
Total 9 seats 9 seats 9 seats 9 seats
  • Note 1: Director’s name shall be identified one by one (corporate shareholder shall be identified by the name of corporate shareholder and representative individually), and amount of the remuneration paid will be disclosed in the summary form. If a Director also serves as the General Manager or the Vice General Manager concurrently, indicate the fact in this table and the following table.

  • Note 2: Remuneration to the directors in the most recent year (including director’s salary, allowance, severance pay, various bonuses, and incentive payments, etc.).

  • Note 3: Remuneration to directors approved by the Board of Directors in the most recent years.

  • Note 4: Professional service fees paid to the directors in the most recent year (including travelling expenses, special allowances, subsidies, dormitory, company cars, in-kind payments, etc.). If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid by the Company to the driver in a note; however, it is not included in the executive compensation.

  • Note 5: Salary, duty allowance, severance pay, various bonuses, incentive payments, travelling expenses, special expenses, various subsidies, dormitory, company cars, in-kind payments received by the directors who were employees concurrently (including General Manager, Vice General Manager, managerial officer and employee) in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid by the Company to the driver in a note; however, it is not included in the executive compensation. Any salary listed under IFRS 2 ShareBased Payment, including employee stock options, new restricted employee shares, and cash capital increase by stock subscription, shall also be included in remuneration.

  • Note 6: If the directors who were employees concurrently (including General Manager, Vice General Manager, managerial officer and employee) received employee’s remuneration (including stock and cash payment) in the most recent year, please disclose the amount of the employee’s remuneration approved by the Board of Directors in the most recent year. If it is impossible to anticipate the same, the amount to be allocated this year shall be based on that allocated physically last year, and please also specify the Table 1-3.

  • Note 7: The aggregate of the remuneration to directors in the Company from all companies included into the consolidated financial reports (including the Company) should be disclosed.

  • Note 8: The aggregate of the remuneration to each director by the Company shall include the director's name disclosed in the relevant range of the remuneration.

  • Note 9: The aggregate of the remuneration paid to each of the Company's directors by the companies included into the consolidated financial reports (including the Company) shall include the director's name disclosed in the relevant range of the remuneration.

  • Note 10: The earnings after tax refers to the earnings after tax in the most recent year. If IFRSs is adopted, the earnings after tax shall refer to the earnings after tax identified in the entity or individual financial statement for the most recent year.

  • Note 11: a. Remuneration received by the Company’s directors from the reinvestments other than the subsidiaries shall be specified in this column.

  • b. If the Company’s directors have received remuneration from reinvestments other than subsidiaries, such remuneration shall be incorporated in Column I of the Range Table, and the column name is changed to “all reinvestments”.

  • c. The remuneration refers to the compensation and benefits paid to the Company’s directors who serve as directors, supervisor or manager in the reinvested companies other than subsidiaries (including remuneration for employees, directors and supervisors), professional service fees and relevant benefits.

(2) Remuneration of the General Manager and Vice General Manager

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Position Name Salary (A)
(Note 2)
Severance pay and
pension (B)
Bonus and special
allowance (C)
(Note 3)
Employee compensation (D)
(Note 4)
Ratio of Total
Remuneration
(A+B+C+D) to Earnings
After Tax(%) (Note 10)
Compensation
from
reinvested
companies
other than
subsidiaries
(Note 9)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 5)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 5)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 5)
The Company All companies
included into the
financial reports
(Note 5)
The
Company
All
companies
incorporated
in the
financial
reports
(Note 5)
Cash Stock Cash Stock
General
Manager
CHANG,
CHIAO-
HUA
12,694 12,694 117 117 5,939 5,939 133 - 133 - 3.53% 3.53% None
Vice General
Manager
LI,
YUNG-
LIN
Vice General
Manager
CHIU,
TZU-
CHUAN

Note 1: Vice General Manager Li Yung-Lin retired on April 1, 2020.

Note 2: A driver was assigned to the General Manager and was paid the remuneration of NT$ 608 thousand, which was not included in the remuneration of the General Manager.

Range of remuneration

Range of Remuneration Paid to the General Manager and the Vice General Manager Name of General Manager and Vice General Manager(Notes 1 and 2) Name of General Manager and Vice General Manager(Notes 1 and 2)
The Company (Note 6) All companies in the financial reports(Note 7)E
Less than NT$1,000,000 LI,YUNG-LIN LI,YUNG-LIN
NT$1,000,000(inclusive)~ NT$2,000,000(exclusive)
NT$2,000,000(inclusive)~NT$3,500,000(exclusive)
NT$3,500,000(inclusive)~NT$5,000,000(exclusive)
NT$5,000,000(inclusive)~NT$10,000,000(exclusive) CHIU,TZU-CHUAN CHIU,TZU-CHUAN
NT$10,000,000(inclusive)~NT$15,000,000(exclusive) CHANG,CHIAO-HUA CHANG,CHIAO-HUA
NT$15,000,000(inclusive)~NT$30,000,000(exclusive)
NT$30,000,000(inclusive)~NT$50,000,000(exclusive)
NT$50,000,000(inclusive)~NT$100,000,000(exclusive)
Over NT$100,000,000
Total 3 3

Note: Vice General Manager Li Yung-Lin retired on April 1, 2020.

Note 1: The name of General Manager and Vice General Manager shall be identified individually, and the various payments shall be summarized and then disclosed. If a Director serves concurrently as General Manager or Vice General Manager, indicate in this table and the table above.

  • Note 2: Please specify the salary, duty allowance and severance paid to the General Manager or Vice General Manager in the most recent year.

  • Note 3: Please specify the salary, duty allowance, severance pay, various bonuses, incentive payments, travelling expenses, special expenses, various subsidies, dormitory, company cars, in-kind payments and other remuneration, received by General Manager or Vice General Manager in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid by the Company to the driver in a note; however, it is not included in the executive compensation. Any salary listed under IFRS 2 Share-Based Payment, including employee stock options, new restricted employee shares, and cash capital increase by stock subscription, shall also be included in remuneration.

  • Note 4: Please specify the employee remuneration (including stock and cash) approved by the Board of Directors to be allocated to the General Manager or the Vice General Manager in the most recent year. If it is impossible to anticipate the same, the amount to be allocated this year shall be based on that allocated physically last year, and please also specify the Table 1-3.

  • Note 5: Please disclose the aggregate of the remuneration paid to the Company's General Manager and Vice General Manager by all companies included into the consolidated financial reports (including the Company).

  • Note 6: The aggregate of the remuneration to each General Manager and Vice General Manager by the Company shall include the General Manager and Vice General Manager's name disclosed in the relevant range of remuneration.

  • Note 7: The aggregate of the remuneration paid to each of the Company's General Manager and Vice General Manager by the companies included into the consolidated financial reports (including the Company) shall include the General Manager and Vice General Manager's names disclosed in the relevant range of remuneration.

  • Note 8: The earnings after tax shall refer to the earnings after tax identified in the entity or individual financial statement for the most recent year.

  • Note 9: a. To specify whether the Company's General Manager and Vice General Manager have received remuneration from investees or parent companies other than subsidiaries (If there is none, please fill in "none").

  • b. If the Company's General Manager and Vice General Manager have received remuneration form investees or parent company other than subsidiaries, please include the same into Column E in the following table and changed the name of the section into "Parent company and all investees".

  • c. The remuneration refers to the compensation and benefits paid to the Company’s General Manager and Vice General Manager who serve as directors, supervisor or manager in the reinvested companies or parent company other than subsidiaries (including remuneration for employees, directors and supervisors), professional service fees and relevant benefits.

(3) Name of managers received employee’s remuneration and allocation of remuneration:

Unit: NT$ thousands

Unit: NT$thousands
Manager Job Title(Note 1) Name(Note 1) Stock Cash Total Ratio to Earnings after Tax
General Manager CHANG,CHIAO-HUA 0 432 432 0.08%
Vice General Manager CHIU,TZU-CHUAN
Director GUO SHIU CHIUAN
Director MENG YUAN CHEN
Senior Director CHANG,SHU-MIAO
Director LIN,HSIN CHU
Director SHIH,CHIEH-JEN
Director TSAI,WEN-LIN
Director TANG,WEI CHE
Director CHANG,CHEN-CHANG
Director KO,CHI-FENG
Director LUOR,DER CHERNG
Director YU,CHEN-PI
Director SUN,YU-CHIANG
Senior Director(Note 5) CHEN CHING LONG
CFO(Financial Supervisor) HUANG,KUO CHEN
Senior Manager(Chief Accountant) HUANG,CHIH-YU

Note 1: Please disclose the name and job title individually, while the allocation of earnings may be summarized and then disclosed. Note 2: Please specify the employee’s remuneration (including stock and cash) allocated to the manager with approval of the Board of Directors in the most recent year. If it is impossible to estimate the same, the amount to be allocated this year shall be based on the allocated physically last year. The earnings after tax refer to the earnings after tax in the most recent year. If the IFRSs are adopted, the earnings after tax shall refer to the earnings after tax identified in the entity or individual financial statement for the most recent year.

  • Note 3: The scope of the managers shall be defined in the following manner, as per the Board’s decree under Tai-Tsai-Cheng-3-Tze No. 0920001301. March 27, 2003 (1) General Manager and equivalents.

  • (2) Vice General Manager and equivalents.

  • (3) Director and equivalents.

  • (4) Head of Finance Department.

  • (5) Head of Accounting Department.

(6) Any other persons in charge of the Company’s affairs and entitled to sign the instruments on behalf of the Company. Note 4: Please complete this table if the directors, General Manager and Vice General Manager receive employee’s remuneration (including stock and cash). Note 5: Assumed office on April 1, 2021.

  1. Please compare, describe and analyze the ratio of total remuneration paid by the Company and all companies in the consolidated statements to the Company’s directors, General Manager and Vice General Manager during the most recent two years to the earnings after tax, and specify the remuneration policies, standards and packages, remuneration determination procedures, and links with the operation performance and future risks.

  2. (1) Analysis on remuneration paid to the directors, General Manager and Vice General Manager in the most recent two years.

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Position 2019 2020
Total
remuneration
(Note)
Net income
after
individual
tax
Ratio of total
remuneration to
earnings after tax
Total
remuneration
(Note)
Net income
after
individual
tax
Ratio of total
remuneration to
earnings after tax
Director 21,601 1,349,984 1.60% 21,577 535,195 4.03%
General
Manager and
Vice General
Manager
14,989 1.11% 18,883 3.53%

Note: Total remuneration include the aggregate of the remuneration paid to the Company’s directors, Geneal Manger and Vice General Manager by all companies included in the consolidated statements (including the Company).

  • (2) Remuneration policy, standards and packages, remuneration determination procedures, and link with operation performance and future risks.

  • 1) The Board of Directors is delegated to determine the remuneration to directors by reference to the directors’ involvement in the Company’s operation and the remuneration level of the peers in accordance with Article 17 of the Articles of Incorporation.

  • 2) The remuneration of the Company’s directors and managers are determined in accordance with the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter, and is submitted to the Remuneration Committee for discussion and the Board of Directors for approval. If the Company makes profits in the year, the remuneration shall be allocated according to Article 27 of the Articles of Incorporation.

  • 3) Business performance directly affects allocation of remuneration to the manager.

III. Status of Corporate Governance

(I) Operation of the Board of Directors

1. Information and status of the Board of Directors

The Board of Directors held 12 meetings in the most recent year (up to the date of publication of the 2019 Annual Report). The attendance of the directors was as follows:

‘May 10, 2021

‘May10,2021
Position Name (Note) Attendance in
person (B)
Attendance
by proxy
Due
attendance
(A)
Actual
attendance rate
(%)
(B/A)
Remarks
Corporate Representative
of Chairman
Kang Ching Corporation
Representative: CHEN,
HUNG-YU
12 0 12 100%
Director inperson HSUEH,KUANG-CHI 8 4 12 67%
Corporate Representative
of Director
Kang Ching Corporation
Representative: CHIEN,
PEI-HSIANG
11 1 12 92%
Corporate Representative
of Director
Kang Ching Corporation
Representative: LAI,
CHING-PAO
12 0 12 100%
Corporate Representative
of Director
Juqing Investment Co., Ltd.
Representative: HSIEH,
MON-CHANG
10 2 12 83%
Corporate Representative
of Director
Nice Triumph Investment
Limited
Representative: LIN,
CHING-TANG
12 0 12 100%
Independent Director in
person
CHEN, SHUN-PING 12 0 12 100%
Independent Director in
person
SONG, JUN-MING 12 0 12 100%
Independent Director in
person
LI, ZHI-PING 11 1 12 92%
Other matters to be recorded:
I.
For matters under Article 14-3 of the Securities and Exchange Act, and other resolutions of the Board of Directors with the
independent directors voicing opposing or qualified opinions on the record or in writing, please state the Board meeting date,
term, contents of proposal, and opinions of all members and the Company's handling of the independent director’s opinions:
None
II.
If the directors abstain in certain proposals for being a stakeholder, please specify the name of the Director(s), the content of
the proposal, reasons for abstentions and the results of voting counts:
Chairman CHEN, HUNG-YU was interested with the Proposal 2 “Governing the 2nd Meeting of the 43rd Remuneration
Committee” at the 4th meeting of the 43rd Board of Directors on January 17, 2020, the Proposal 9 “Governing the 3rd Meeting
of the 43rd Remuneration Committee” at the 5th meeting of the 43rd Board of Directors on March 30, 2020 , and the Proposal
8 “Governing Effective Date of the Adjustment to Remuneration of Chairman” at the 6th meeting of the 43rd Board of
Directors on May 11, 2020. In order to avoid interest conflict with the Company, Chairman CHEN, HUNG-YU abstained in
discussion and voting of the above proposals, and the acting chair presided over discussion and voting of the above proposals.
III. Execution of functions of the Board of Directors in the year and the recent years:
1. Dedicated section regarding stakeholder and enterprise social responsibility is set up at the website of the Company to
enhance disclosure of the Company’s corporate information, and information transparence.
2. The Board of Directors held 6th meetings in 2020. Due attendance of all directors shall be 54 times in aggregate, but the
actual attendance was 50 times in aggregate. The average attendance rate was 92.6%.

2. Execution of evaluation of the Board of Directors

Evaluation frequency
(Note 1)
Evaluation period
(Note 2)
Evaluation scope
(Note 3)
Evaluation method (Note 4)
The Company evaluated
the performance of the
Board of Directors once
a year pursuant to the
Company’s Regulations
Governing Performance
Evaluation of the Board
of Directors.
Performance evaluation
takes place at the end of
every year, and the
evaluation results will be
completed by the end of
the first quarter of the
next year. In addition,
external professional
independent institution
or an external
professional scholar
team will be appointed
for performance
evaluation every three
years.
From January 1,
2020 to December
31, 2020
(1) Self-evaluation
of the Board of
Directors
(2) Self-evaluation
of the functional
committees.
(3) Self-evaluation
of the members
of the Board of
Directors.
(4) Evaluation by
external
professional
evaluation
institution of the
Board of
Directors.
(1) Self-evaluation of the Board of Directors: The Board
Secretariat collected the information related to
activities of the Board of Directors in 2020, and gave
a fair, objective and independent report to the Board
of Directors.
(2) Self-evaluation of the functional committees: Three
members of the Audit Committee and the
Remuneration Committee completed the self-
evaluation questionnaires, which were collected by
the Board Secretariat for statistics and analysis, and
submitted to the Board of Directors.
(3) Self-evaluation of the members of the Board of
Directors: The self-evaluation questionnaire is
completed by each director, collected by the Board
Secretariat for statistics and analysis, and submitted
to the Board of Directors.
(4) Evaluation by the external professional independent
institution: The Company provides the self-
evaluation and relevant materials to the external
institution for examination. Upon field visiting, the
external institution issues the evaluation report, and
submits it to the Board of Directors.
Evaluation contents(Note 5)
(1) Self-evaluation items of the Board of Directors include the following five aspects:
A. Participation in the Company’s operation.
B. Improvement of the decision-making quality of the Board of Directors.
C. Composition and structure of the Board of Directors.
D. Election and continuing education of the directors.
E. Internal control.
There are 45 self-evaluation items of the Board of Directors, and the average score is 4.93 points (full mark is 5.00 points).
The average attendance rate of each director in 2020 was 92.6%, which was the same as the previous year (2019: 92.6%).
There were 9 directors present at the 2020 annual shareholders’ meeting. The attendance rate was 100%, higher than that of the
previous year (2019: 6 directors present).
In 2020, the Board of Directors held 6 meetings, which was the same as the previous year (2019: 6 meetings).
In 2020, continuing education of each director was at least 6 hours.
(2) Self-evaluation items of the functional committees include the following five aspects:
A. Participation in the Company’s operation.
B. Acknowledgement of duties of the functional committees.
C. Improvement of the decision-making quality of the functional committees.
D. Composition and member re-election of the functional committees.
E. Internal control.
There are 24 self-evaluation items of the functional committees, and the average score is 4.88 points (full mark is 5.00 points).
In 2020, the Audit Committee held 6 meetings, and the Remuneration Committee held 3 meetings. The average attendance rate of
each member was 100%.
(3) Self-evaluation items of the members of the Board of Directors include the following six aspects:
A. Execution of the Company’s targets and tasks.
B. Understanding of the duties of the directors.
C. Participation in the Company’s operation.
D. Management and communication of the internal relationship.
E. Expertise and continuing education of the directors.
F. Internal control.
Upon collection and analysis of self-evaluation questionnaires of 9 directors, the overall average scope of self-evaluation of directors
was 4.83 points (full mark 5.00 points), equivalent to 97 points, and the rating was excellent.
Based o the statistical data of 23 self-evaluation items, the average score of the majority of items was 4.50 points or above (close to
totally consent), but only one item was scored 4.22 points- “Director does not serve as director or supervisor in a number of
companies concurrently”.

Evaluation contents (Note 5)

(4) Evaluation by external professional evaluation institution of the Board of Directors:

A. The Company appoint an external professional independent institution or an external professional scholar team to evaluate the performance of the Board of Director once every three years in order to enhance the operation performance of the Board of Directors and improve the corporate governance. In 2020, Taiwan Corporate Governance Association (TCGA) was appointed for external evaluation. With abundant experience in corporate governance system measurement and evaluation, TCGA is able to provide independent and professional board performance evaluation services in terms of business planning, execution, supervision and appraisal, as well as labor division and cooperation between the board of directors and the management department. The evaluation scope of TCGA covers composition, guidance, authorization, supervision, communication, self-discipline, internal control and risk management, and meeting and support system of the board of directors. The Company furnished self-evaluation related data to TCGA for review.The members of TCGA (Lin Chun-Cheng, Lin Chan-Chuan, Sun I-Ching, and Chen I-Ting) paid a field visit to the Company on February 23, 2021, and issued an evaluation report on March 3, 2021. The Company submitted it to the Board of Directors on March 29, 2021.

B. Overall evaluation report of TCGA: The Company’s Board of Directors properly exerted the duties of the functional committees; the directors positively fulfilled the responsibilities, and assisted the Board of Directors to perform the supervisory functions. Besides, both the Chairman and the General Manager had professional manager background, and clear division of responsibilities. To sum up, the Board of Directors properly performed its duties and was self-discipline.

C. TCGA’s suggestions and the Company’s corrective action plan:

a. It is suggested that the Company should further establish a register of directors, to assist the new directors to know the Company’s business, department operation, the industry trend and competitiveness and other activities as soon as possible, and make it written system. The Company will establish a register of directors before re-election of the next board of directors, and will update the register of directors from time to time pursuant to laws and regulations.

b. It is suggested to establish a Risk Management Committee, develop written article of incorporation to specify the duties and rule of procedure of the committee, and to report to the Board of Directors regularly, so as to enhance connection and effective division of labor with the Board of Directors. The Company will establish a Risk Management Committee and formulate its article of incorporation, and will submit information regarding its performance and implementation to the Board of Directors regularly every year.

c. Considering close interaction between the chief auditor and the Audit Committee, it is suggested the Audit Committee evaluates the chief auditor’s annual performance first, and then, submit it to the Chairman for review. Furthermore, it is suggested to establish individual communication mechanism between the Audit Committee and the internal audit personnel as well as the CPA, so as to enhance the guidance functions of the Audit Committee on the internal audit, and ensure smooth communication channels with CPA. From this year, the annual performance of the Company’s chief auditor will be evaluated by the Audit Committee firstly, and then, by the Chairman. Furthermore, from this year, independent communication meeting of the Audit Committee with the internal audit personnel and the CPA will be planned and arranged at least once a year.

d. It is suggested that major events shall be reported to the members of the Board of Directors but not merely to the Chairman, and shall be incorporated in the existing system, so that there are concrete systems to be followed. The Company will amend the relevant systems to incorporate report of major events to the members of the Board of Directors.

(5) Relationship between director’s performance evaluation and remuneration:

The remuneration to the Company’s directors is determined pursuant to Article 27 of the Articles of Incorporation. The Company will set aside 5% or more out of any earnings of the year as the director’s remuneration, and will pay the director’s remuneration in cash. In determination of the remuneration, the Company offers reasonable remuneration to the directors based on the Rules Governing Performance of the Board of Directors, taking into consideration of the Company’s overall performance and the director’s individual performance and contribution to the Company’s performance. The Remuneration Committee and the Board of Director will review the above remuneration determination. The relevant rules governing remuneration will be amended as appropriate pursuant to the laws and regulations, taking into consideration the actual operation status of the Company.

Note 1: Please specify frequency for evaluation of the Board of Directors, for example, once a year.

  • Note 2: Please specify the period for evaluation of the Board of Directors, for example, evaluation on the performance of the Board of Directors from January 1, 2020 to December 31, 2020.

  • Note 3: The scope of evaluation includes performance of the entire Board, individual directors and the functional committees.

  • Note 4: The evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the Board members, peer evaluation, appointment of external professional institutions or experts, or other appropriate methods.

  • Note 5: the evaluation contents shall include at least the following items according to the scope of evaluation:

  • (1) Evaluation on performance of the Board of Directors: at least including participation in operation of the Company, decision-making quality of the Board of Directors, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control, etc.

  • (2) Evaluation on performance of individual director: at least including alignment with the targets and tasks of the Company, awareness of the duties of the directors, participation in operation of the Company, internal relationship management and communication, director’s expertise and continuing education, and internal control, etc.

  • (3) Evaluation on performance of the functional committees: including participation in operation of the Company, awareness of the duties of the functional committee, decision-making quality of the functional committee, composition and member election of the functional committee, and internal control, etc.

(II) Status of the Audit Committee

Information about operation status of the Audit Committee

  1. The Company’s Audit Committee is composed of 3 members.

  2. Term of office: from June 27, 2019 to June 26, 2022 (the same as the term of office of the directors). In 2020 and up to the date of publication of the annual report, the Audit Committee held 11 meetings (43rd term) (A). Qualification and attendance of the members are as follows:

Position Name Attendance in
person(B)
Attendance
by proxy
Actual attendance rate (%)
(B/A) (Note)
Remarks
Convener LI, ZHI-PING 10 1 91% -
Committee
Member
CHEN,
SHUN-PING
11 0 100% -
Committee
Member
SONG, JUN-
MING
11 0 100% -

Other matters to be recorded:

  • I. With respect to management of the Audit Committee, in any of the following circumstances, please specify the date, term and proposal contents of the Board meeting, resolutions of the Audit Committee, and the Company’s handling of such resolutions:

  • (I) Circumstances referred to in Article 14-5 of the Securities and Exchange Act.

  • (II) Apart from foregoing matters, other matters that were not approved by the Audit Committee, but were approved by two-thirds or more of all directors.

The Company’s Audit Committee did not have the above matters.

  • II. If the independent directors abstain in certain proposals for being a stakeholder, please specify the name of the independent director, the content of the proposal, reasons for abstentions and the results of voting counts: None.

  • III. Communication between the Independent Directors, the Company's chief internal auditor and CPAs (shall include the material items, methods and results of audits of corporate finance or operations, etc.):

The independent directors maintain good communication with the chief internal auditor and the CPAs. The independent directors have been appointed since 2016 to mainly communicate the following items:

Date of meeting Key points for communication with the CPA Key points for communication with the chief auditor
The CPA expressed its audit opinion on the
2016.08.11
consolidated financial reports for the second
Report and communication on implementation of
Audit Committee quarter of 2016, and communicated with the internal audit from January 2016 to June 2016.
independent directors.
The CPA expressed its audit opinion on the
2016.11.11
consolidated financial reports for the third
Report and communication on implementation of
Audit Committee quarter of 2016, and communicated with the internal audit for the third quarter.
independent directors.
2017.01.23 Report and communication on implementation of
(N/A)
Audit Committee internal audit for the fourth quarter of 2016.
The CPA expressed its audit opinion on the
2017.03.27
2016 consolidated and parent company only
Report and communication on implementation of
Audit Committee financial reports, and communicated with the internal audit from January 2017 to February 2017.
independent directors.
The CPA expressed its audit opinion on the
2017.05.10
consolidated financial reports for the first
Report and communication on implementation of
Audit Committee quarter of 2017, and communicated with the internal audit from January 2017 to April 2017.
independent directors.
The CPA expressed its audit opinion on the
2017.08.11
consolidated financial reports for the second
Report and communication on implementation of
Audit Committee quarter of 2017, and communicated with the internal audit from January 2017 to June 2017.
independent directors.
The CPA expressed its audit opinion on the
2017.11.13
consolidated financial reports for the third
Report and communication on implementation of
Audit Committee quarter of 2017, and communicated with the internal audit from January 2017 to September 2017.
independent directors.
2018.02.09 Report and communication on implementation of
(N/A)
Audit Committee internal audit from January 2017 to December 2017.
The CPA expressed its audit opinion on the
2018.03.26
2017consolidated and parent company only
Report and communication on implementation of
Audit Committee financial reports, and communicated with the internal audit from January 2018 to February 2018.
independent directors.
The CPA expressed its audit opinion on the
2018.05.10
consolidated financial reports for the first
Report and communication on implementation of
Audit Committee quarter of 2018, and communicated with the internal audit from March 2018 to April 2018.
independent directors.
The CPA expressed its audit opinion on the
2018.08.10
consolidated financial reports for the second
Report and communication on implementation of
Audit Committee quarter of 2018, and communicated with the internal audit from May 2018 to June 2018.
independent directors.
The CPA expressed its audit opinion on the
2018.11.12
consolidated financial reports for the third
Report and communication on implementation of
Audit Committee quarter of 2018, and communicated with the internal audit from July 2018 to September 2018.
independent directors.
2019.01.28 Report and communication on implementation of
(N/A)
Audit Committee internal audit from October 2018 to December 2018.
The CPA expressed its audit opinion on the
2019.03.27
2018 consolidated and parent company only
Report and communication on implementation of
Audit Committee financial reports, and communicated with the internal audit from January 2019 to February 2019.
independent directors.
The CPA expressed its audit opinion on the
2019.05.13
consolidated financial reports for the first
Report and communication on implementation of
Audit Committee quarter of 2019, and communicated with the internal audit from March 2019 to April 2019.
independent directors.
The CPA expressed its audit opinion on the
2019.08.12
consolidated financial reports for the second
Report and communication on implementation of
Audit Committee quarter of 2019, and communicated with the internal audit from May 2019 to June 2019.
independent directors.
The CPA expressed its audit opinion on the
consolidated financial reports for the third
2019.11.11 Report and communication on implementation of
quarter of 2019, described its audit plan
Audit Committee internal audit from July 2019 to September 2019.
regarding the 2020 financial reports, and
communicated with the independent directors.
2020.01.17 Report and communication on implementation of
(N/A)
Audit Committee internal audit from October 2019 to December 2019.
The CPA expressed its audit opinion on the
2020.03.30
2019 consolidated and parent company only
Report and communication on implementation of
Audit Committee financial reports, and communicated with the internal audit from January 2020 to February 2020.
independent directors.
The CPA expressed its audit opinion on the
2020.05.11
consolidated financial reports for the first
Report and communication on implementation of
Audit Committee quarter of 2020, and communicated with the internal audit from March 2020 to April 2020.
independent directors.
The CPA expressed its audit opinion on the
2020.08.10
consolidated financial reports for the second
Report and communication on implementation of
Audit Committee quarter of 2020, and communicated with the internal audit from May 2020 to June 2020.
independent directors.
2020.09.30
(N/A) (N/A)
Audit Committee
The CPA expressed its audit opinion on the
consolidated financial reports for the third
2020.11.09 Report and communication on implementation of
quarter of 2020, described its audit plan
Audit Committee internal audit from July 2020 to September 2020.
regarding the 2021 financial reports, and
communicated with the independent directors.
2021.02.02 Report and communication on implementation of
(N/A)
Audit Committee internal audit from October 2020 to December 2020.
The CPA expressed its audit opinion on the
2020 consolidated and parent company only
financial reports, and communicated with the
2021.03.29 Report and communication on implementation of
independent directors.
Audit Committee internal audit from January 2021 to February 2021.
Discussion regarding audit on the 2020
financial statements and the management’s
response(closed meeting)
The CPA expressed its audit opinion on the
2021.05.10
consolidated financial reports for the first
Report and communication on implementation of
Audit Committee
quarter of 2021, and communicated with the
internal audit from March 2021 to April 2021.
independent directors.

Note: The above matters were audited or adopted by resolution of the Audit Committee, and the independent directors did not dissent from such matters.

(III) Composition, duties and operation of the Remuneration Committee

Information of the members of the Remuneration Committee

Title
(Note 1)
Qualifications
Name

At least five years of work experience
together with following professional
qualification

At least five years of work experience
together with following professional
qualification

At least five years of work experience
together with following professional
qualification
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Independence Criteria
(Note 2)
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as a
Remuneration
Committee
Member

Remarks
End of
document
Lecturer or
position at
higher level
in a
department
of
commerce,
law,
finance,
accounting,
or other
academic
department
related to
the business
needs in a
public or
private
junior
college,
college or
university

A judge,
public
prosecutor,
attorney,
certified
public
accountant,
or other
professional
or technical
specialist
who has
passed a
national
examination
and has been
awarded a
certificate in
a profession
necessary for
the business

Work
experience
in the areas
of
commerce,
law,
finance, or
accounting,
or
otherwise
necessary
for the
business
1 2 3 4 5 6 7 8 9 10
Independent
Director

CHEN,
SHUN-PING

-
- 0 -
Independent
Director

SONG, JUN-
MING
- - 0 -
Independent
Director

LI, ZHI-
PING
- - 0 -
  • Note 1: For the title, please fill in director, independent director, or others.

  • Note 2: Please check “ü” in the corresponding boxes if the members meet the following conditions during the two years prior to the nomination and during the term of office.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (except for independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any Managers in paragraph (1) or of the officer in the paragraphs (2) and (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Paragraph 1 or 2, Article 27 of the Company Act (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a

subsidiary of the same parent).

  • (6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of the Company’s director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, General Manager, or person holding an equivalent position in the Company (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (8) Not a director, supervisor, manager, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of the Company and concurrently serving as an independent director, as appointed in accordance with the Act or the laws and regulations of the local country, in the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director, supervisor, manager or their spouse who provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Not in any of circumstances under Article 30 of the Company Act.

Duties of the Remuneration Committee

The Remuneration Committee shall exercise the care of a prudent administrator to faithfully perform the following duties and present its recommendations to the Board of Directors for discussion:

  • I. Periodically review the Rules of Procedure for the Remuneration Committee, and give recommendations for amendments.

  • II. Establish and periodically review the performance evaluation standards for the directors and managers, the annual and long-term performance targets, and remuneration related policies, systems, standards and structure, and disclose the contents of the performance evaluation standards in the annual report.

  • III. Periodically evaluate achievement of the performance objectives of the directors and managers, and set contents and amounts of individual remuneration based on the results of the evaluation conducted in accordance with the performance evaluation standards. Individual performance evaluation results for directors and managers, as well as contents and amounts of individual remuneration as well as correlation to performance evaluation results and reasonableness shall be disclosed in the Annual Report and reported to the shareholders’ meeting.

Operation status of the Remuneration Committee

  1. The Company’s Remuneration Committee is composed of 3 members.

  2. Term of office: from June 27, 2019 to June 26, 2022 (the same as the term of office of the directors). In 2020 and up to the date of publication of the annual report, the Remuneration Committee held 6 meetings (43rd term) (A). Qualification and attendance of the members are as follows:

Position Name Attendance
in person
(B)
Attendance
by proxy
Actual
attendance rate
(%)
(B/A)
(Note)
Remarks
Convener CHEN,
SHUN-
PING
6 0 100%
Committee
Member
SONG,
JUN-
MING
6 0 100%
Committee
Member
LI, ZHI-
PING
5 1 83%
Other matters to be recorded:
I. If the Board of Directors refuses to adopt or amends a recommendation of the Remuneration
Committee, please specify the date of the meeting, session, content of the proposal, resolution by
the Board of Directors, and the Company’s response to the Remuneration Committee’s opinion
(e.g., if the remuneration passed by the Board of Directors exceeds the recommended amount of
the Remuneration Committee, please specify the circumstances and cause for the difference):
None.
II. If there are resolutions of the Remuneration Committee to which members object or express
reservations, and for which there is a record or declaration in writing, please specify the date of
the meeting, session, content of the proposal, all members’ opinions and the response to
members’ opinion: None.

Note:

  • (1) Where a committee member may be relieved from duties before the end of the fiscal year, please specify the date of his/her discharge in the `Remarks" Section. His/her actual attendance rate (%) to the committee meeting shall be calculated based on the number of meetings called and actual number of meetings he/she attended, during his/her term of office.

  • (2) Where an election may be held for filling the vacancies of committee member before the end of the fiscal year, please list out both the new and the discharged committee members, and specify if they are former members or newly elected, re-elected, and the date of appointment or reelection in the “Remark” Section. His or her attendance rate (%) will be calculated on the basis of number of Remuneration Committee meetings held during his or her tenure and number of such meetings attended.

(V) Corporate governance implementation status and deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof

Companies and reasons thereof
Evaluation Items Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
I.
Does the company establish and disclose its
corporate governance best-practice principles
based on the Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies?
V In accordance with the Corporate Governance Best-
Practice Principles for TWSE/TPEx Listed
Companies, the Company has established a Corporate
Governance Best Practice Principles, which was
adopted by the Board of Directors on November 11,
2016, and published at the Company’s official website
and the MOPS.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
II.
Shareholding structure & shareholders' rights
(I)
Does the Company establish internal operating
procedures to handle shareholder suggestions,
doubts, disputes and lawsuits and implemented
such procedures?
(II) Does the Company possess a list of major
shareholders of the actual controlling company
and list of ultimate controllers of these major
shareholders?
(III) Has the Company established and enforced risk
control and firewall systems with its affiliate
companies?
V
V
V
(I) An investor contact window is set up at the
homepage of the Company’s website.
Shareholders may also give feedback through
customer service hotlines. Specialist or customer-
service system will process the shareholders’
opinion and respond to the shareholders through
the internal procedures.
(II) The Company possesses a list of its major
shareholders of the actual controlling company
and the list of ultimate controller of these major
shareholders. Pursuant to laws and regulations,
the Company shall provide the list of the
shareholders holding 5% or more shares every
quarter.
(III) The Company has established and enforced risk
control and firewall systems with its affiliate
companies, such as procedures for control and
management of property training, loaning funds
to others, endorsement and guarantee. These
measures will be implemented according to the
internal control procedures.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
(IV) Has the Company adopted internal rules
prohibiting company insiders from trading
securities using information not disclosed to the
market?
V (IV) The Company has developed the management
measures for prevention of insider trade,
prohibiting the employees from insider trade.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
III. Composition and duties of the Board of Directors
(I)
Does the Board of Directors formulate diversity
policy for composition, and implement the
policy?
(II) In addition to the Remuneration Committee and
Audit Committee, has the Company voluntarily
established other functional committees?
(III) Has the Company established the Regulations
Governing Performance Evaluation of the Board
of Directors and the evaluation methods, and does
the Company conduct performance evaluation
annually? Does the Company report the results of
the performance evaluation to the Board of
Directors, and use them as a reference for each
Director's remuneration and nomination for re-
election?

V
V
V
(I)
The Company’s Board of Directors are composed
of directors with different professional
backgrounds, such as business management,
accounting and finance, and taking officers in
enterprises in different areas.
(II) In addition to the Remuneration Committee
established in accordance with laws, the
Company has also voluntarily established the
Audit Committee to take replace of the
supervisors in advance after the shareholders’
meeting elected the independent directors in
2016.
(III) The Company established the Regulations
Governing Performance Evaluation of the Board
of Directors which was adopted by the Board of
Directors on May 10, 2017. The Company will
conduct periodical internal performance
evaluation every year, and conduct an external
evaluation every three years. The self-evaluation
and external evaluation results were submitted by
the Board of Directors to the 2020 Board
Meeting on March 29, 2021. In determination of
the remuneration, the Company offers reasonable
remuneration to the directors based on the Rules
Governing Performance of the Board of
Directors, taking into consideration of the
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
(IV) Does the Company regularly assess on the
independence of CPAs?
V Company’s overall performance and the
director’s individual performance and
contribution to the Company’s performance. The
Remuneration Committee and the Board of
Director will review the above remuneration
determination. Nomination for re-election also
considers the performance evaluation results of
the Board of Directors.
(IV) The Company shall periodically evaluate
independence and competence of the CPA at least
once a year. The Board of Directors adopted
evaluation on independence of CPA on March 29,
2021, and the CPA also issued a statement of
independence. (Note 2)

It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
IV. Do the TWSE/TPEx listed companies appoint
adequate competent corporate governance
personnel, and a chief governance officer to be in
charge of the corporate governance related
matters (including but not limited to providing
directors and supervisors required information for
business execution, assisting directors and
supervisors in following laws and regulations,
handling matters in relation to the Board meetings
and shareholders' meetings and keeping minutes
of the Board meetings and shareholders' meetings
according to law)?

V
The Company’s Board Secretariat acts as the
Corporate Governance Officer, adopted by the Board
of Directors on May 10, 2021, and in charge of the
corporate governance related affairs. The main duties
and responsibilities of the Corporate Governance
Officer are as follows:
1. Maintain good operation of the Board of Directors,
including planning and convening the Board
meeting at least once a quarter, supplementing and
amending the corporate governance related rules,
assisting the directors to arrange continuing
education, and holding Board meeting and director
performance evaluation at least once a year, etc.
2. Successfully convene the shareholder’s meeting,
including shareholder’s meeting announcement,
meeting agenda and execution, and rules of
procedure, etc.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
3. Publish the corporate governance related affairs and
information, including important information that
shall be published and uploaded to MOPS, and
corporate governance related information at the
Company’s website.
V.
Does the Company establish communication
channels and a dedicated section on the
Company’s website for stakeholders (including
but not limited to shareholders, employees,
customers, and suppliers) to respond to material
corporate social responsibility issues in a proper
manner?
V The Company establishes the dedicated contact
window for the stakeholders (such as 0800 consumer
hotline, investor contact window, Human Resources
Department, CFO Office, Public Relations Section,
Legal Affairs Section, and Board Secretariat, etc.)
Dedicated contact window is also set at the Company’s
website for stakeholders to respond to the material
corporate social responsibility issues in a proper
manner.

It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
VI. Does the Company appoint a professional
shareholder service agency to deal with affairs of
the shareholders’ meeting?
V The Company appointed Yuanta Securities
Corporation to deal with the affairs related to the
shareholders’ meeting together with the shareholder
service agency.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
VII. Information disclosure
(I)
Has the Company established a corporate website
to disclose information regarding the Company's
financial, business, and corporate governance
status?
(II) Has the Company established any other
information disclosure channels (e.g. maintaining
a website in English, designating a specially-
assigned person to collect and disclose
information, implementing the spokesperson
system, webcasting investors'conference, etc.)?

V
V
(I)
The Company has established a corporate
website to disclose the information regarding the
Company's financial, business, and corporate
governance status to the stakeholders.
(Website: http://www.weichuan.com.tw)
(II) The Company discloses its relevant major
information at the MOPS, implements the
spokesperson system, and clarifies the major
information according to regulations. Dedicated
section for stakeholder, dedicated CSR section,
road show webpage and annual reports are
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
(III) Does the Company announce and declare the
annual financial report within two months after
the end of the fiscal year? Does the Company
announce and declare the financial reports of the
first, second and third quarters and operating
conditions of each month as soon as possible
before the prescribed period?
V available at the Company’s website.
(III) The Company made announcement and submitted
the financial reports to the competent authorities
according to regulations, including:
1. Announce and publish the annual financial
reports that have been affixed signature or seal
of the Chairman, the manager and the
accounting supervisor, audited and endorsed
by the CPA, adopted by the Board of Directors
and acknowledged by the supervisors within 3
months at the end of each fiscal year.
2. Announce and publish the financial reports
that have been affixed signature or seal of the
Chairman, the manager and the accounting
supervisor, audited by the CPA and submitted
to the Board of Directors within 45 days at the
end of the first, second and third quarters of
every fiscal year.
3. Announce and publish the operation status of
the previous month before the 10th day of
every month.

The company publishes and
reports its financial reports to
the competent authority in
accordance with relevant
regulations.
VIII. Is there any other important information to
facilitate a better understanding of the Company's
corporate governance practices (including but not
limited to employee rights, employee wellness,
investor relations, supplier relations, stakeholder
rights, Directors' and Supervisors' continuing
education, implementation of risk management
policies and risk evaluation measures,
implementation of customer policies, and
participation in liabilityinsurance byDirectors


V
1. The Company establishes the Employee Welfare
Committee and the Pension Supervision
Committee, to implement the pension system, take
charge of various staff tourism, group insurances,
training courses, and regular physical examination,
provide fair job opportunity, emphasize labor’s
rights and labor relationship harmony, facilitate
employee’s care and first aid, etc.
2. Any attendance of the directors at the Board
meetingshall be updated to MOPS accordingto
It was consistent with the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
and Supervisors)? regulations.
3. Pursuant to the Company’s “Key Points for
Promotion of Director’s Continuing Education”, the
corporate governance related continuing education
courses will be made available to the directors from
time to time, encouraging them to continue
education. Continuing education related information
will be uploaded to MOPS according to the
regulations.
4. At the end of every Board meeting, the important
resolutions of the meeting will be uploaded to the
Company’s website for reference.
5. The Company adopted a resolution of the Board of
Directors on March 29, 2021 regarding coverage of
liability insurance for directors and managers at an
insurance amount of USD 20 million, in order to
reduce and decentralize risks of major damages
caused to the Company and shareholders by fault or
negligence of the directors and managers.
6. The Company received the Final report on the
Equator Principles from Mott MacDonald on
December 22, 2020. Mott MacDonald audited the
Company in terms of environment and society on
the Equator Principles. The overall evaluation
results were satisfactory. No major environmental
and social risks were found, and some
recommendations were given to improve the
existingmanagement andpractice.
Evaluation Items Status(Note 1) Status(Note 1) Status(Note 1) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
thereof
Yes No Description
IX. Improvements made in the most recent fiscal year in response to the results of corporate governance evaluation conducted by the Corporate
Governance Center of the Taiwan Stock Exchange Corporation, and improvement measures and plans for items yet to be improved. (Not applicable
to the companies not listed in evaluation).
1. The Company completed the 7th self-evaluation for corporate governance (for 2020) in January 2021, and made review and improvement based on the
evaluation results.
2. The improvements made by the Company based on the corporate governance evaluation results of the previous year in 2020 include director’s
continuing education based on the stipulated hours, attendance by the directors at the shareholders’ meeting, and disclosure of specific and clear
dividend policies, etc.
3. Items that have not been improved and shall be optimized first include proposal to convene the second road show; formulation of the supply
management policy; request for cooperation with the suppliers, compliance with the relevant environmental, safety or health standards, common
improvement of CSR, and disclosure at the Company’s website or CSR Report.
4.The above corporate governance evaluation results and the relevant improvement items were followed up and reported to the directors.
  • IX. Improvements made in the most recent fiscal year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and improvement measures and plans for items yet to be improved. (Not applicable to the companies not listed in evaluation).

  • The Company completed the 7th self-evaluation for corporate governance (for 2020) in January 2021, and made review and improvement based on the evaluation results.

  • The improvements made by the Company based on the corporate governance evaluation results of the previous year in 2020 include director’s continuing education based on the stipulated hours, attendance by the directors at the shareholders’ meeting, and disclosure of specific and clear dividend policies, etc.

  • Items that have not been improved and shall be optimized first include proposal to convene the second road show; formulation of the supply management policy; request for cooperation with the suppliers, compliance with the relevant environmental, safety or health standards, common improvement of CSR, and disclosure at the Company’s website or CSR Report.

Note 1: Reasons for checks of "Yes" or "No" of status should be specified in "Summary Description" column.

Note 2: Independence evaluation data of CPA.

The Company will evaluate the independence and competence of the CPA at least once a year.

On March 29, 2021, independence and competence evaluation of CPA Wu, Yu Lung and CPA Huang, Shih Chun from PricewaterhouseCoopers, Taiwan was discussed by the Audit Committee and submitted to the Board of Directors for approval. The results were consistent with the Company’s evaluation standards, and they were competent of the office as CPA of the Company. The CPA firm issued the Statement of Independence.

1) Standards for self-evaluation of independence and competence of CPA

No. Assurance Report Results Description
Chapter 1 Is the CPA independent questionnaire
completed, and the questionnaire
conclusion consistent with the
independence and competence audit?
Yes The CPA independent questionnaire
is completed, and the conclusion is
consistent with the audit.
Chapter 2 Has the CPA been reappointed to
provide the audit service for consecutive
7 years?
Yes 1. CPA Wu, Yu Lung has been
appointed to provide the audit
services for 3 years in total from the
first quarter of 2018 to the fourth
quarter of 2020.
2. CPA Huang, Shih Chun has been
appointed to provide the audit
service for 1 year in total form the
first quarter of 2020 to the fourth
quarter of 2020.
Chapter 3 Does the CPA issue the Statement of
Impartialityand Independence?
Yes The CPA has issued the Statement of
Impartialityand Independence.

2) Conclusion of the independence evaluation questionnaire of CPA

No. Assurance Report Results Is it
consistent
with the
independence
I. Evaluation of independence elements
1 Does the CPA or his/her spouse or minor children have investment in
the Company or share financial interest?
No Yes
2 Does the CPA or his/her spouse or minor children borrow or lend
funds from or to the Company? However, it is not applicable if the
principal is an financial institution with normal transactions.
No Yes
3 Does the CPA or member of the audit team serve as director or
manager of the Company or take other offices that have significant
influence on the audit cases at present or in the past 2 years?
No Yes
4
Does the CPA or member of the audit team engage in publicity or
intermediary agency service for the stocks or other securities issued
by the Company?
No Yes
5
Does the CPA or member of the audit team defense legal cases or
other disputes with a third party for and on behalf of the Company
aside from engagements allowed by regulations?
No Yes
6
Is the CPA or member of the audit team the spouse, lineal relative by
blood, relation by marriage or relative within the second degree of
kinship of the Company’s director, manager or other personnel
having significant influence on the audit case?
No Yes
7 Does the CPA relieving from the office serve as the Company’s
director or manager or take other offices having significant influence
on the audit case?
No Yes
8 Does the CPA or member of the audit team receive valuable gifts,
presents or privileges from the Company or its directors, managers
or major shareholders?
No Yes
9
Does the CPA accept engagement by the engager or auditee to do
regular job, receive fixed salary, or serve as the director or
supervisor?
No Yes
II. Independence operation evaluation II. Independence operation evaluation
1 Does the CPA have direct or indirect interest with the engagement
subject matter that affects the impartiality and independence? Has
the CPA abstained from the audit services?
Yes Yes
2 Does the CPA maintain pro forma independence in addition to
substantial independence while auditing, examining, reviewing or
evaluating the financial statements and forming the opinion?
Yes Yes
3
Is the member of the audit team, other CPAs or shareholders of the
incorporated CPA firm, CPA firm, affiliates of CPA firm and alliance
firms independent of the Company?
Yes Yes
4
Does the CPA perform professional services in an impartial and
prudent manner?
Yes Yes
5
Does the CPA maintain fair and objective standpoint when
conducting professional services, and try not to affect professional
judgment due to bias, conflict of interest or stakes?
Yes Yes

III. Competence evaluation
1 Has the CPA received disciplinary proceeding records from the CPA
Discipline Committee in the recent two years? Has the CPA firm
been CPA Discipline Committee in the recent two years?
No Yes
2 Does the CAP firm have adequate scale, resources and regional
coverage in handling audit services for the Company?
Yes Yes
3 Does the CPA firm have clear quality control procedures? Does the
coverage include the level and key points of the audit procedures,
methods for handling auditing issues and making judgment,
independent quality control review and risk management?
Yes Yes
4
Does the CPA firm notify the Board of Directors any obvious issues
and development regarding risk management, corporate governance,
financial and accounting, and relevant risk control in time?
Yes Yes

Statement of Independence issued by the CPA

PWC

Statement

Zi-Hui-Zong Document No. 20007822

  • I. Our CPAs treat all cases in an impartial, objective, honest and prudent manner, and strictly comply with our Code of Conduct, in order to provide the best and high-quality professional audit services to your Company in time, and meet the expectation of the social public.

  • II. The CPA is responsible for expressing opinion as to whether the Company’s financial statements give fair view on the Company’s financial position, operating results and cash flows based on the audit results, so as to obtain reasonable assurance that the financial statements are free from material misstatement. The Company’s management is responsible for preparing the financial statements, and will provide all information related to preparation of the financial statements, including financial and accounting records, and other relevant materials. The management is still responsible for the foregoing financial statements even if the financial statements have been audited by the CPA.

  • III. The CPA communicates with those charged with governance in accordance with the Statement on Auditing Standards No. 62 “Communication with Those charged with Governance of the Audited Companies”. In audit of the financial statements, the CPA will communicate the governance matters that are critical to financial reporting supervision and disclosure procedures with those charge with governance based on its judgment. However, the foregoing provisions do not require the CPA to design an audit procedure specifically for the purpose of identifying significant governance matters. Therefore, it shall not be expected to identify all governance matters through such audit.

  • IV. In order to fulfill the responsibilities of the CAP and ensure the highest quality of the audit work, our CPA and professional and the professional team will properly plan and perform the audit work in a professional and skeptical manner. The audit report is also subject to final review of the CPA to determine the type of the audit, and signed by the CPA.

  • V. The Appointment Team, all other professionals of the Firm and the Firm’s audit work of the year have complied with the provisions under the Norm of Professional Ethics for Certified Public Accountants of the Republic of China No.10 Independence of Bulletin and PwC Global Independence Policy (including the International Standards on Auditing Gazette No.220), and there is no any violation of the relevant provisions that affect the impartiality and independence of the Firm. If this engagement involves other members of PwC, then, the relevant members have complied with PwC Global Independence Policy.

  • VII. The audit and other services provided by the Firm have consistent with the requirements under the Standards on Auditing of the Republic of China Gazette No.46 “Quality Control of Certified Public Accountants”.

  • VII. The audit work of the Firm is based on impartiality and objectiveness. The Firm has acknowledged the following matters. In case of inconsistency, please contact with us:

  • (I) Our CPAs and the professional service personnel of the audit team do not have shareholding and investment relationship with the Company.

  • (II) Our CPAs and professional personnel do not serve as directors, supervisors or managerial officers in the Company.

  • (III) The Firm does not have business cooperation relationship with the Company.

  • (IV)The Firm does not have litigations with the Company.

  • (V) There are no any other circumstances that will violate independence in the professional judgment of the CPA.

  • (VI) The CPAs have not founded any circumstances that might jeopardize independence. Thus, there is no need to communicate safeguard measures.

  • VIII. In case of any possible violation of independence in the audit process, the CPA will communicate with those charged with governance of the Company such circumstances and take the corresponding safeguard measures.

PricewaterhouseCoopers, Taiwan

PricewaterhouseCoopers, Taiwan

27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan

T: +886 (2) 2729 6666, F:+ 886 (2) 2729 6686, www.pwc.tw

CPA Wu, Yu-Lung Huang, Shih-Chun

February 22, 2021

==> picture [62 x 59] intentionally omitted <==

==> picture [62 x 70] intentionally omitted <==

  • (VI) Implementation of social responsibility and deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
Evaluation Items Status (Note 1) Deviations from the
Corporate Social
Responsibility Best Practice
Principles for TWSE/TPEx
Listed Companies and
ReasonsThereof
Yes No Summary Description (Note 2)
I.
Does the Company assess ESG risks
associated with its operations based on
the principle of materiality, and establish
related risk management policies or
strategies?
(Note 3)
V Every year, the Company will investigate and screen the
important issues of concern to all stakeholders as the major
issues with respect to corporate governance, society and
environment depending on concern degree of stakeholders
and impact on the Company, whichever is higher, and
implement the risk evaluation and control based on the
Company’s risk management policies and methods.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
II.
Does the Company establish exclusively
(or concurrently) dedicated CSR units,
and urge the Board of Directors to
authorize the top management to be in
charge of proposing the corporate social
responsibility policies and reporting to
the Board of Directors?
V 1. The Company has established the CSR Committee, with
the Chairman serving as the chief member; set up the
Promotion Office and the Sustainable Executive Secretary;
and subordinated 6 sections, including Corporate
Governance Section, Food Safety Promotion Office, Social
Welfare Section, Human Care Section, Environmental
Sustainability Section and Information Disclosure Section,
responsible for promoting various activities.
2. Every year, the Company will investigate and screen key
issues of concern of each stakeholder as reference of key
points and promotion projects to be disclosed in the annual
CSR report, and plan, execute and improve the promotion
projects.
3. Every year, the Company will prepare the CSR report and
disclose it at the website.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
4. Every quarter, the important achievements will be included
in the operating report of the Board of Directors.
III. Environmental issues
(I)
Does the Company establish proper
environmental management systems
based on the characteristics of their
industries?
(II)
Does the Company endeavor to utilize
all resources more efficiently and use
renewable materials which have low
impact on the environment?
V
V
(I)
The Company’s Douliu Plant and Taichung Plant
have adopted ISO14001 (Environmental
Management System) and ISO 14064 (Green House
Emission Inventory and Verification) in succession,
and passed relevant certification. Subsequently, other
plants and units will adopt the above systems in
succession. In addition, Douliu Plant is the first food
manufacturer that filed to the Bureau of Industry and
passed the clean production evaluation system in
2013, and passed again after the follow-up inspection
in 2015. In addition, in 2017, Taichung Plant, Douliu
Plant and Kaohsiung Plant passed ISO50001 Energy
Management System Certification in succession, to
effectively measure and supervise utilization of
energy, and reduce energy consumption and
expenditures, and carbon emission.
(II)
1. The Company is committed to research,
development and use environmental-friendly
packaging materials, such as light-weight plastic
dairy and beverage bottles. In combination with
expertise in design, material and process
equipment, the Company continues to perform
light-weight inspection on the package of the
products, to minimize the weight of the packaging
at a level that maintains the quality of the products,
minimize consumption of the plastics, reduce
consumption of non-renewable petroleum
resources, and greatly reduce carbon emission.
2. Packaging materials, carbons, paper bags, boxes
and tag papers of the convenient foods are
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
(III)
Does the Company evaluate the potential
risks and opportunities in climate change
with regard to the present and future of
its business, and take appropriate action
to counter climate change issues?
V integrated with four environmental-friendly inks
such as soy, UV, benzol-free and water based.
Meanwhile, the Company also takes the initiative
to introduce the Free PVC environmental-friendly
claw cover in the glass cans of such two categories
of products ahead of the same trade.
3. Sleever on the bottle of beverage and soy sauce is
made of PET, PS and other environmental-friendly
materials instead of PVC.
4. With respect to product gift design, in addition to
renewable paper materials and environmental-
friendly soy sauce ink printing, the Company also
prevents excessive packaging as much as possible,
and focuses on less-color printing.
5. In order to improve resource reuse efficiency,
recycling papers are used to make the recycled
external package carbons of the products, which is
marked with the environmental label of the
Republic of China. In the future, the Company will
continue to promote reduction of the packaging
materials, to minimize use of plastics, and
introduce FSC certified papers.
(III)
The Company attaches great importance on such
topics as climate change and global warming. Since
2012, the Company has investigated greenhouse gas
emission in succession, and formulated energy
conservation and carbon emission reduction
strategies. Such strategies include continuous
monitoring of process in the factory, improvement of
equipment efficiency; a number of electricity saving
and environmental measures in working
environment, promotion of electronized sheets,
reduction of paper consumption, reduction of fuel
consumption of business vehicle through path
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
(IV)
Does the Company make statistics of its
greenhouse gas emissions, water
consumption, and total weight of waste
in the last two years, and formulate
policies on energy efficiency and
carbon dioxide reduction, greenhouse
gas reduction, water reduction, or waste
management?
V planning, and electric power control through
temperature detection. With respect to greenhouse
emission of livestock raising, Lin Feng Ying Ranch
positively implements the environmental protection
related projects, such as carbon emission reduction
of renewable energy- biogas power generation, green
planting, sewage treatment and solid waste reuse,
etc.
(IV)
The Company makes statistics for greenhouse gas
emission, water consumption and total weight of
wastes in the past two years, and discloses the
statistical data on the CSR Report. Furthermore, the
Company formulates the environmental policies, and
takes environmental-protection actions to implement
energy conservation and carbon reduction practice on
the principles of clean at the source and quality
approach to environmental protection. The plants
cooperate with the Company’s energy management
strategies, implement the ISO 50001 Energy
Management System, and undertake to put it into
practice. The annual power conservation target is
1%. Other strategies related to energy conservation,
carbon reduction, and greenhouse gas emission
reduction are set out in Paragraph (III) above.
IV. Social issues
(I)
Does the Company formulate
appropriate management policies and
procedures according to relevant
regulations and the International Human
Rights Convention?
V (I)
The Company attaches great importance to human
rights of labors, and has formulated policies
regarding the labor’s human rights pursuant to the
International Social Responsibility Standard SA
8000. The Company has also formulated personnel
management rules and working rules according to the
labor related regulations, and conducted labor
insurance,health insurance andpension for the
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
(II)
Has the Company established and
offered proper employee benefits
(including compensation, leave, and
other benefits) and reflected the business
performance or results in employee
compensation appropriately?
(III)
Does the Company provide a healthy
and safe working environment and
organize training on health and safety for
its employees on a regular basis?
V
V
employees. In addition, the Company has formulated
a number of measures related to the employee’s
rights and interest such as ethical management,
employee complaint, and sexual harassment
prevention and control measures, to protect the
legitimate rights and interest of the employees.
(II)
The Company will appropriate budgets for the
employee’s welfare activities every year, and will
integrate the resources of the employee welfare
committee, to provide diversified welfare benefits
and subsidies to the employees. The Company also
protects the vacation rights and interest of the
employees in accordance with laws and regulations.
With respect to remuneration, Wei Chuan equally
treats the employees regardless of gender on the
principle of equal pay for equal work; in addition, the
Company also sets aside not less than 1% out of
earnings, if any, as distribution to the employees
pursuant to the Articles of Incorporation. We will
continue improving the operation profitability of the
Company, and strive to optimize the remuneration
level of the peers.
(III)
The Company regards the employees as the most
important assets of the Company, and continues to
promote a health working environment. In addition
to safe and health offices, the Company also
organizes regular fire drilling, regularly disinfects
and cleans the working environment, tests the water
quality and implements access control. Every year,
the Company will organize regular physical
examination for the employees, and implement
safety and health education and training for the
employees.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles
for TWSE/GTSM-Listed
(IV)
Does the Company provide its
employees with effective career
development and training sessions?
(V)
Do the Company's product and service
comply with related regulations and
international rules for customers' health
and safety, privacy, sales, labeling and
does the Company set polices to protect
consumers' rights and consumer appeal
procedures?
(VI)
Has the Company established the
supplier management policies requesting
suppliers to comply with relevant laws
and regulations related to environmental
protection, occupational safety and
health or labor rights and supervised its
implementation?
V
V
V
(IV)
The Company will formulate and implement the
annual education and training plan every year based
on TTQS talent development system and the
structure of enterprise university in order to improve
the employee’s functions, promote work efficiency,
accelerate business development.
(V)
The Company emphasizes the consumer’s rights and
interest. There is 0800 consumer hotline to provide
product knowledge consulting service,
recommendations, defect feedback and complaint,
protect the basic rights and interest of the consumers,
and improve the customer satisfaction and service
quality. In addition, the Company establishes a Food
Safety Committee and a Foods Safety Center. The
Company draws up short-term, middle-term and long-
term plans to promote “full product traceability,
formula simplification and quality in line with the
international standards”. The Company properly
identify the relevant information on the products to
protect the consumer’s right of being informed
pursuant to the consumer’s protect laws and
commodity labeling related regulations.
(VI)
The Company has the supplier development and
evaluation rules in place, and visits the factories of
the suppliers from time to time. Records whether the
supplier affects the environment and society are
included in evaluation. At present, contracts signed
with the supplier set forth compliance with the
relevant laws and regulations, and incorporate
provisions regarding termination or cancellation of
the contract at any time if the supplier has violated
the corporate social responsibility policy and has
significant impact on the environment and society.
Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
V.
Does the Company refer to
internationally-used standards or
guidelines for the preparation of reports
such as CSR reports to disclose non-
financial information? Are the reports
certified or assured by a third-party
accreditation body?
V The Company prepares the SCR report by reference to the
“Regulations Governing Preparation and Declaration of CSR
Report of Listed Companies” and relevant FAQ, and the
“Core Options of GRI Standards” of the Global Report ing
Init iat ive (GRI), and appoints PricewaterhouseCoopers,
Taiwan to make limited confirmation on the CSR Report
pursuant to the Statements on Auditing Standards No.1
“Confirmation Case for Checking or Reviewing Non-
historical Financial Information” of the Accounting Research
and Development Foundation.
It is consistent with the
“Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM-
Listed Companies”.
VI. If the Company has established corporate social responsibility best-practice principles based on the "Corporate Social Responsibility Best Practice
Principles for TWSE/TPEx Listed Companies," please describe the implementation and any deviations from such principles:
The Corporate Social Responsibility Policy established by the Company is consistent with the "Corporate Social Responsibility Best Practice
Principlesfor TWSE/TPEx Listed Companies".
VII. Other important information to facilitate a better understanding of corporate social responsibility practices:
(I)
Three food safety standards: including full product traceability, formula simplification and quality in line with international standards, making it the
industry pioneer, and the first food company that passes Safety Quality Food (SQF) international certification in the entire factory area for the whole
production lines; Kaohsiung Plant, Taichung Plant and Douliu Plant passed top-level certification, SQF Level 3, with high marks of excellence. Lin
Fengying Fresh Milk Product has become the first SQF internationally certified fresh milk in Asia, achieving the consumer’s safety expectation to
food.
(II) Industry promotion: Wei Chuan promotes upgrading of dairy farmer industry in terms of source management, world-class quality, technology-based
ranch and sustainable development, and assists dairy farmer industry of Taiwan towards the goal of building “Sustainable Ranch and Healthy and
Fresh Milk”. With Lin Fengying Ranch as the demonstration farm of “Dairy Farmer 4.0” Plan, Wei Chuan also provides professional guidance
talents to dairy farmer partners, introducing the modern and scientific management mode of Lin Fengying Ranch to the dairy farmer partners, so as
to lead the dairy farmer partnesr to build more perfect ranch, improve product quality, and provide consumers with more fresh, more healthy and
safer milk products.
In addition, with a goal to cultivate talents for Taiwan, Wei Chuan has organized the “Student New Product Development Contest” for 4 years in
succession, to prove a stage for students’ new product development and creativity, accumulate ability of future employment, and cultivate more
talents for the industry. Over the past 4 years, Wei Chuan has invested manpower and materials of nearly NT$ 50 million, and industry mentor
guidance of more than 5,000 hours, attraching enrollment of over 800 students.
(III) Corporate volunteers and local care: Three factory areas, ranches and place of business of Wei Chuan are located over counties and cities of Taiwan.
By upholding the philosophy of “One Township One Enterprise”, it is expected to promote combination of corporate resources with volunteer
services in each factory area, ranch and place of business, integrate the community with actual public actions, and give return to the home village or
town, so as to create a well-being communityfullof love and care.Inthe past three years, up to150,000 person-time was benefitedfromsuch

movement.

  • (IV) Nutrition care: Wei Chuan continues to work together with the national food bank for the “Nutrition Supplement Package Plan for Rural Classrooms”, to exclusively sponsor nutritional supplement package of “preserved milk” to the “children in remote rural schools” so as to achieve the middle-term and long-term public welfare plan. As of 2019, we have sponsored school children of nearly 114,000 person-time with investment of over NT$ 1.50 million.

  • (V) Energy management: Each plant coordinates with the Company’s energy management strategies, and implements the ISO 50001 Energy Management System, to take practical actions to set the power conservation target at 1% every year. Wei Chuan continues to improve the energy performance, and proceeds with internal staff training to jointly complete the Company’s energy management responsibility. In 2017, all factory areas passed ISO 50001 (Energy Management System Certification) to implement energy utilization supervision and management.

  • (VI) The Company issued the 2019 CSR Report that had been verified by PricewaterhouseCoopers, Taiwan in 2020, and disclosed it at the Company’s website and MOPS. The verification report is set out in the Appendix to “2019 CSR Report of Wei Chuan”.

(VII) Implementation of ethical corporate management and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof.

Evaluation Items Operation status(Note) Operation status(Note) Operation status(Note) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
I.
Establishment of ethical corporate management
policies and programs
(I)
Has the Company established the ethical corporate
management policies approved by the Board of
Directors and specified in its rules and external
documents the ethical corporate management
policies and practices and the commitment of the
Board of Directors and senior management to
rigorous and thorough implementation of such
policies?
(II)
Does the Company establish a risk assessment
mechanism against unethical conduct, analyze and
assess on a regular basis business activities within
its business scope which are at a higher risk of being
involved in unethical conduct, and establish
prevention programs accordingly, which shall at
least include those specified in Paragraph 2, Article
7 of the "Ethical Corporate Management Best
Practice Principles for TWSE/GTSM Listed
Companies"?
(III)
Has the Company provided any solutions to prevent
the unethical conducts, stipulate the definite
procedures, conduct guidelines, punishment for
violation as well as appeals system and put into
practice, and review and revise on a regular basis
the aforesaid solutions?

V
V
V
(I)
The Company has established its Ethical
Corporate Management Best Practice
Principles, the Code of Conduct, and the
Procedures and Guidelines for Ethnical
Corporate Management, which have been
announced to all employees and uploaded to
the Company’s website.
(II)
The Company has established the
Procedures and Guidelines for Ethnical
Corporate Management, and the Self-
discipline Guidelines, and taken preventive
measures against business activities that
have higher risks of unethical conducts.
(III)
The Company has established the
Procedures and Guidelines for Ethnical
Corporate Management, the Rules of
Rewards and Punishment, and Complaint
Handling Measures as the basis to take
actions against unethical conducts. The audit
department works together with the

It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
Evaluation Items Operation status(Note) Operation status(Note) Operation status(Note) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
implementing department to review
implementation of the above rules and
guidelines.
II.
Fulfillment of ethical corporate management
(I)
Does the Company evaluate business partners'
ethical records and include ethics-related clauses in
business contracts?
(II)
Has the Company set up a dedicated unit under the
Board of Directors to promote ethical corporate
management and regularly (at least once every year)
report to the Board of Directors the implementation
of the ethical corporate management policies and
prevention programs against unethical conduct?

V
V
(I)
The Company has set forth ethical conduct
related terms and conditions in the business
contracts. In addition, there are over 300
qualified suppliers. Wei Chuan sets forth
ethical corporate management policies in the
contracts, and signs the letter of undertaking
for ethical corporate management with all
suppliers at the rate of 100%.
(II)
The Company’s HR Department is
responsible for promoting ethical corporate
management of the Company. Main
responsibilities: formulate ethnical corporate
management policies and unethical conduct
prevention measures, and supervision
implementation thereof, promote and
coordinate publicity and training of ethnical
corporate management policies, plan whistle-
blowing system, assist the Board of Directors
and the management to check and evaluate
whether the preventive measures established
for implementation of the ethical corporate
management are effective, and regularly
report implementation of the relevant
business to the Board of Directors. Report
was submitted to the Board of Directors on
March 29,2021.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
Evaluation Items Operation status(Note) Operation status(Note) Operation status(Note) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
(III)
Has the Company established policies to prevent
conflicts of interest, provided appropriate
communication channels, and implemented them
accordingly?
(IV)
Has the Company established effective accounting
systems and internal control systems to implement
ethical corporate management and had its internal
audit unit, based on the results of assessment of the
risk of involvement in unethical conduct, devised
relevant audit plans and audited the compliance with
the prevention programs accordingly or entrusted a
CPA to conduct the audit?
(V)
Does the Company regularly hold internal and
external educational trainings
on ethical corporate management?

V
V
V
(III)
Provisions governing avoidance of conflict
of interest with the directors are set forth in
the Rules of Procedure of the Board of
Directors, and are implemented.
(IV)
The Company establishes the effective
accounting system and internal control
system according to the regulations. Each
department makes self-evaluation and the
internal audit department makes regular
evaluation according to the regulations.
(V)
Ethical corporate management is the
operation philosophy of Wei Chuan. Every
year, the relevant topics will be incorporated
in the training activities. New employees
shall sign the acceptance letter for taking
office upon report to duty, and will receive
the “Code of Conduct” and the “Working
Rules”. In addition, induction training will
cover the Company’s ethical corporate
management policies, and introduction to
relevant complaint channels. The legal
affairs officer further introduces compliance
with laws, so that the new employees can
know the Company’s ethical corporate
management related policies and practice. In
2020, 585 employees cumulatively received
1,943hours ofeducationaltrainingrelated to
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
Evaluation Items Operation status(Note) Operation status(Note) Operation status(Note) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
ethnical corporate management issues
(including compliance with laws related to
ethical corporate management, food safety
health management and inspection,
accounting system and internal control
related courses).
III.
Operation of the whistle-blowing system
(I)
Does the Company establish the reward and
punishment system and a whistle-blowing hotline?
Can the accused be reached by an appropriate
person for follow-up?
(II)
Has the Company established the standard operating
procedures for investigating reported misconduct,
follow-up measures to be adopted after the
investigation, and related confidentiality
mechanisms?

V
V
(I)
The Company has established the
Procedures and Guidelines for Ethnical
Corporate Management, the Rules of
Rewards and Punishment, and Complaint
Handling Measures as the basis to take
actions against unethical conducts. The
Company has also established the whistle-
blowing box against unethical conducts, and
dedicated officer is appointed to take
appropriate actions. In addition, Chairman
Box is also established to allow whistle-
blowing in anonymous manner. The
Company’s three independent directors will
receive the whistle-blowing letters, take
appropriate actions in time, and keep
confidential any materials and information
provided by the whistleblower.
(II)
Confidentiality related provisions for
relevant whistle-blowing information are set
forth in the Procedures and Guidelines for
Ethnical Corporate Management.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
Evaluation Items Operation status(Note) Operation status(Note) Operation status(Note) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
(II)
Does the Company provide proper whistleblower
protection?
V (III)
The Procedures and Guidelines for Ethnical
Corporate Management protect the
whistleblower from and against improper
treatment because of whistle-blowing.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
IV.
Enhanced disclosure of information
Does the Company disclose the ethical corporate
management policies and the results of its
implementation on its website and MOPS?
V The Company has uploaded the Code of Ethical
Corporate Management, the Procedures and
Guidelines for Ethnical Corporate Management and
the Code of Ethical Conduct to the Company’s
website and MOPS.
It is consistent with the
“Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx
Listed Companies”.
V.
If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles
for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
It is consistent with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.
VI.
Other important information to facilitate better understanding of the Company's ethical corporate management (e.g., review of and amendments to
ethical corporate management policies)
1. In addition to publicity of relevant ethical corporate management policies to the employees by e-mail and intranet, the Company also
established a “Whistle-blowing Box” on the webpage, so that the stakeholders could express their voice, accept relevant whistle-blowing,
which shall be treated in a confidential manner. In addition, in the process of cooperation, the manufacturers and suppliers will be also
informed of the Company’s ethical corporate management ideas, in order to maintain the goodwill and pursue sustainable operation.
2. The working rules and the ethical corporate management related rules are published on the network sharing area throughout the Company, so
that our peers could know the Company’s rules and regulations, and search appeal practice related to their own rights and obligations at any
time.
  1. In addition to publicity of relevant ethical corporate management policies to the employees by e-mail and intranet, the Company also established a “Whistle-blowing Box” on the webpage, so that the stakeholders could express their voice, accept relevant whistle-blowing, which shall be treated in a confidential manner. In addition, in the process of cooperation, the manufacturers and suppliers will be also informed of the Company’s ethical corporate management ideas, in order to maintain the goodwill and pursue sustainable operation.

  2. The working rules and the ethical corporate management related rules are published on the network sharing area throughout the Company, so that our peers could know the Company’s rules and regulations, and search appeal practice related to their own rights and obligations at any time.

Note: Reasons for checking of "Yes" or "No" of status should be specified in "Summary Description" column.

  • (VIII) Please disclose access to the Company's Corporate Governance Best Practice Principles and related rules and regulations, if any:

The important rules related to investor relationship and the corporate governance related information are available at the following website:

(http://www.weichuan.com.tw/Management/Rule).

  • (IX) Other Important Information on Corporate Governance:

  • Continuing education and training that the directors (43rd term) attended in 2020 and up to the date of publication of the annual report

Date of
Hours of
Position Name Continuing
Education
Name of Course Training Institution Continuing
Education
Corporate
Representative
of Chairman
CHEN,
HUNG-
YU
‘March 24,
2021
Notes and FAQ discussion of the
Board of Directors and the
shareholders’ meetingin 2021
Chinese National
Association of Industry
and Commerce,Taiwan
3
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘October
15, 2020
Latest ESG Trend- Sustainability
in Finance
Taiwan Accounting
Research and
DevelopmentFoundation
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Director in
person
HSUEH,
KUANG-
CHI
‘December
22, 2020
Series Course for Audit
Committee- Role of Independent
Director in Corporate Operation
and Governance
Taiwan Corporate
Governance Association
3
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘September
21, 2020
Corporate Governance 3.0-
Sustainable Development
Roadmap SummitForum
Taiwan Stock Exchange
Corporation
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Independent
Director
SONG,
JUN-
MING
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘November
4, 2020
Corporate Governance - Family
Business Inheritance and Planning
Taiwan Accounting
Research and
DevelopmentFoundation
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Independent
Director
CHEN,
SHUN-
PING
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘October
20, 2020
2020 Promotions of Corporate
Governance and Ethical Business
Conduct to Directors and
Supervisors
Taiwan Stock Exchange
Corporation
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Independent
Director
LI, ZHI-
PING
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Corporate
Representative
of Director
CHIEN,
PEI-
HSIANG
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Corporate
Representative
of Director
LAI,
CHING-
PAO
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Corporate
Representative
of Director
LIN,
CHING-
TANG
‘November
9, 2020
Compliance with Company
Regulations and Directors'
Monitoring Obligations
Taiwan Corporate
Governance Association
3
‘August
10, 2020
Practical Problems of Irregular
Transaction that Directors and
Supervisors Shall PayAttentionto
Taiwan Corporate
Governance Association
3
Corporate
Representative
of Director
HSIEH,
MON-
CHANG
‘July 31,
2020
The Major Trends of CSR and
Sustainable Governance
Taiwan Corporate
GovernanceAssociation
3
‘March 10,
2020
Response Strategies for Corporate
Changes
Taiwan Corporate
Governance Association
3
  1. Continuing education and training that the accountants preparing the financial reports attended in 2020 and up to the date of publication of the annual report
Date of
Hours of
Position Name Continuing
Education
Name of Course Training Institution Continuing
Education
Chief
Accounting
Officer
HUANG,
CHIH-
YU
‘December
24,2020
Continuing Education Training
Class for Chief Accounting
Officers of Issuers, Securities
Firms and the Securities Exchange
Accounting Research and
Development Foundation
12
‘December
5,2020
Agent of
Chief
Accounting
Officer
Hung,
Tsai O
‘June 18,
2020
Continuing Education Training
Class for Chief Accounting
Officers of Issuers, Securities
Firms and the Securities Exchange
Accounting Research and
Development Foundation
12
‘June 19,
2020
Accounting
officers
related to
preparation of
the financial
reports
Hsueh,
Yu Hsin
‘August
14, 2020
Latest IFRS FAQ and Analysis of
Common Deletion of Financial
Reports
Accounting Research and
Development Foundation
3
‘December
8, 2020
Analysis on “Significance
Judgment” Related Provisions
under IFRS
Accounting Research and
Development Foundation
3
Accounting
officers
related to
preparation of
the financial
reports
Cheng,
Yu Ti
‘August
18,2020
Analysis of Example of IFRS 16
“Lease”
Accounting Research and
DevelopmentFoundation
3
‘November
5, 2020
Analysis on Latest Profit-seeking
Enterprise Income Tax Reform
and Review Practice
Accounting Research and
Development Foundation
3
  1. Statement of Internal Control

(X) Execution Status of Internal Control System

Wei Chuan Foods Corporation Statement of Internal Control System

Date: March 29, 2021

The Company hereby states the results of the self-evaluation of the internal control system for 2020 as follows:

  • I. The Company acknowledges that the Company’s Board of Directors and managers are responsible for establishing, implementing, and maintaining the internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including income, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.

  • II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its 3 stated objectives above. Moreover, the effectiveness of an internal control system may vary with environment and circumstances. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  • III. The Company evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.

  • IV. The Company has evaluated the design and operating effectiveness of the internal control system according to the Regulations.

  • V. Based on the evaluation results in the preceding paragraph, the Company is of the opinion that, as of December 31, 2020, the internal control system (including the supervision and management of subsidiaries), including the design and implementation of the internal control system relating to the effectiveness and efficiency of the operations, reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, is effective and can reasonably assure the achievement of the foregoing goals.

  • VI. This statement is an integral part of the Company's annual report and prospectus and will be open to the public. Any falsehood, concealment, or other illegality in the content open to the public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This statement was approved by the Board of Directors on March 29, 2021, and none of the nine Directors in attendance objected to it and all consented to the content expressed in this statement.

Wei Chuan Foods Corporation

Chairman: CHEN, HUNG-YU

General Manager: CHANG, CHIAO-HUA

  1. If a CPA has been hired to carry out a special audit of the internal control system, the CPA audit report shall be disclosed: None.

  2. (XI) Penalties Imposed upon the Company and its Employees According to Law, Penalties Imposed by the Company upon Employees for the Violation of the Internal Control System Policy, Principal Deficiencies, and Improvement Status during the Most Recent Fiscal Year and during the Current Fiscal Year up to the Date of Publication of the Annual Report: None.

  3. (XII) Major Resolutions of Shareholders’ Meeting and Board Meetings During the Most Recent Fiscal Year Up to the Date of Publication of the Annual Report:

  4. Major resolutions adopted at the 2020 Annual Shareholders’ Meeting and implementation status:

    • Time: 9:00 a.m., Tuesday, June 23, 2020 Proposed Adoptions:

Proposal 1

  • Subject: Adoption of the 2019 Annual Business Report, Financial Statements and Consolidated Financial Statements incorporating the subsidiaries

  • Implementation:

The proposal is voted and adopted as it was.

Proposal 2 Subject: Adoption of the Company’s earnings distribution proposal for 2019. Implementation:

The proposal is voted and adopted as it was. Cash dividends of NT$ 1.3339 per share were allocated, and the ex-dividend date was July 21, 2020.

Discussions:

Subject: Adoption of the Company’s division and transfer of Cheng Shuen Nung Ranch Corporation in which the Company held 100% of equity. Implementation:

The proposal is voted and adopted as it was. According to the proposal, the original base division date was November 1, 2020. Later on, the base division date was changed to December 31, 2020 due to performance of relevant legal procedures or adjustment due to facts. Transfer was completed on this date after change.

  1. Important resolutions adopted at the 7th meeting of the 43rd Board of Directors Time: 1:30 p.m., Monday, August 10, 2020

  2. Proposals recommended at the 4th meeting of the 43rd Remuneration Committee were adopted.

  3. Proposal regarding new financial lines or extension of financial lines was adopted.

  4. The proposal to provide endorsement and guarantee to a subsidiary of the Company was adopted.

  5. The proposal regarding Comfort Letter provided by the Company to the subsidiary was adopted.

The above proposals were adopted by all present directors.

  1. Important resolutions adopted at the 8th meeting of the 43rd Board of Directors Time: 3:00 p.m., Wednesday, September 30, 2020

  2. Amendment of Wei Chuan (BVI) Corp. to the Plan on Repayment of Loaning Funds to Wang Te Hsing Tea Limited was adopted.

The above proposals were adopted and implemented by all present directors.

  1. Important resolutions adopted at the 9th meeting of the 43rd Board of Directors Time: 1:30 p.m., Monday, November 9, 2020

  2. The proposal that the accounts receivables that were non-recoverable within 3 months beyond the normal credit period at significant amount were recognized as non-loaning funds according to regulations was adopted.

  3. The 2021 Annual Audit Plan of the Company’s Internal Audit Department was adopted.

  4. Amendments to the “Rules of Procedure of the Board of Directors”, the “Rules of Organization of the Audit Committee”, the “Rules of Organization of the Remuneration Committee”, the “Rules of Duties of the Independent Directors”, the “Regulations Governing Performance Evaluation of the Board of Directors”, the “Code of Ethical Conduct”, the “Code of Ethical Corporate Management”, and the “Procedures and Guidelines for Ethnical Corporate Management” were adopted.

  5. Amendments to the “Internal Control System” and the “Internal Audit Implementation Rules” were adopted.

  6. Proposal regarding new financial lines or extension of financial lines was adopted.

  7. External endorsements and guarantees as of September 30, 2020 were adopted.

  8. The above proposals were adopted and implemented by all present directors.

  9. Important resolutions adopted at the 10th meeting of the 43rd Board of Directors Time: 3:00 p.m., Tuesday, February 2, 2021

  10. Key operation points and budgets for 2021 were adopted.

  11. Proposals recommended at the 5th meeting of the 43rd Remuneration Committee were adopted.

  12. The proposal on extension of the financial line was adopted.

  13. The proposal to provide endorsement and guarantee to a subsidiary of the Company was adopted.

  14. The proposal regarding Comfort Letter provided by the Company to the subsidiary was adopted.

  15. Sale and retirement of the fixed assets in 2020 were adopted.

The above proposals were adopted and implemented by all present directors.

  1. Important resolutions adopted at the 11th meeting of the 43rd Board of Directors Time: 4: 35 p.m., Monday, March 29, 2021

  2. Proposals recommended at the 6th meeting of the 43rd Remuneration Committee were adopted.

  3. The Company’s 2020 Annual Business Report, the Financial Statements and Consolidated Financial Statements incorporating the subsidiaries were adopted.

  4. The Company’s distribution of earnings for 2020 was adopted.

  5. The Company’s CPA independence evaluation for 2021 and the professional fees of CPA in 2021 were adopted.

  6. The proposal regarding the Company’s coverage of liability insurance for the directors and managers was adopted.

  7. The Company’s “Statement of Internal Control System” for 2020 was adopted.

  8. Amendments to the “Rules of Procedure for Shareholders’ Meeting” and the “Rules for Election of Directors” were adopted.

  9. Proposals regarding date, time, place and other relevant issues of the 2021 Annual Shareholders’ Meeting were adopted.

  10. Proposal for receiving bills from the shareholders holding 1% or more was adopted.

  11. Proposal regarding new financial lines or extension of financial lines was adopted.

  12. The above proposals were adopted and implemented by all present directors.

  13. (XIII) Recorded or written statements made by the directors which specified dissent to important resolutions adopted by the Board of Directors during the most recent year and up to the date of publication of the annual report: None

  14. (XIV) Resignation or dismissal of the Chairman, the General Manager, the Chief Accounting Officer, the Treasurer, the Internal Audit Head, the Corporate Governance Officer and R&D Supervisor during the most recent year and up to the date of publication of the annual report: None

IV. Information about CPA Professional Fee

(I) Breakdown of CPA Professional Fee

Name of CPA Firm Name of CPA Firm Name of CPA Name of CPA Name of CPA Audit Period Audit Period Remarks Remarks
PricewaterhouseCoopers,
Taiwan
Wu, Yu
Lung
Huang, Shih
Chun
2020 -
Unit: NT$thousands
Range Category of Fees
Audit Fees
Non-audit Fees Total
1 Less than NT$2,000 thousand
2 NT$2,000 thousand
(inclusive)~NT$4,000thousand
V
3 NT$4,000 thousand
(inclusive)~NT$6,000thousand
4 NT$6,000 thousand
(inclusive)~NT$8,000thousand
5 NT$8,000 thousand
(inclusive)~NT$10,000thousand
V
6 More than NT$10,000 thousand
(inclusive)
V
  • (II) If the non-audit fees paid to the CPA, the CPA firm and its affiliates account for 25% of the audit fees, please disclose the amount of the audit fees and the nonaudit fees, and contents of the non-audit service: The Company’s non-audit fees accounted for 27.81% of the audit fees this year.

Unit: NT$ thousands

Name of CPA Firm Name of
CPA
Audit
Fees
Non-audit Fees Non-audit Fees Remark
System
Design
Company
Registration
Human
Resources
Other
(Note)
Subtotal Audit
Period
PricewaterhouseCoopers,
Taiwan
Wu, Yu
Lung
8,343 2,320 2,320 2020 CSR consulting
service, assuranc
report and
transfer service
fees
Huang,
Shih
Chun

Note 1: If the Company changes the CPA or the CPA firm in this year, the Company shall disclose the audit period covered by the predecessor CPA and the successor CPA as well as the reasons for replacement, and the audit fees and non-audit fees in order.

  • Note 2: The non-audit fees shall be stated according to the non-audit services. If the "other" nonaudit fees are 25% of the non-audit fees paid thereto, the details of non-audit services shall be disclosed in the remarks column.

  • (III) If the CPA firm is replaced and the audit fees paid in the year of replacement are lower than the audit fees paid before replacement, please disclose the amount of the audit fees before and after replacement and reasons thereof: None.

  • (IV) If the audit fees are lower than 50% or more of the audit fees in the previous year, please disclose the reduction in amount of the audit fees, reduction percentage and reasons thereof: None.

  • V. Information about Replacement of CPA

  • Over the most recent two years, the Company has not replaced the CPA firm, and will not do so in the near futures. But the Company made adjustments in conjunction with internal organization of PricewaterhouseCoopers, Taiwan, including replacement of CPA to Wu, Yu Lung and Huang, Shih Chun from the first quarter of 2020.

  • VI. Information about Chairman, General Manager, and Financial or Accounting Manager of the Company who has worked with the CPA firm or its affiliates in the most recent year: None

VII. Transfer and pledge of equity of the directors, the supervisors, the managers and the shareholders holding more than 10% of shares in the Company

1.Changes to equity of the directors, the managers and the major shareholders

Position Name 2020 2020 As of April 25 As of April 25
Change in
Number of
Shares Held
Change in
Number of
Shares
Pledged
Change in
Number of
Shares Held
Change in
Number of
Shares
Pledged
Chairman Kang Ching Corporation
Representative: CHEN,
HUNG-YU
0 0 0 0
Director Kang Ching Corporation
Representative: CHIEN, PEI-
HSIANG
0 0 0 0
Director Kang Ching Corporation
Representative: LAI, CHING-
PAO
0 0 0 0
Director Juqing Investment Co., Ltd.
Representative: HSIEH,
MON-CHANG
0 0 0 0
Director Nice Triumph Investment
Limited
Representative: LIN, CHING-
TANG
0 0 0 0
Director HSUEH,KUANG-CHI 0 0 0 0
Independent Director CHEN,SHUN-PING 0 0 0 0
Independent Director LI,ZHI-PING 0 0 0 0
Independent Director SONG,JUN-MING 0 0 0 0
General Manager CHANG,CHIAO-HUA 0 0 0 0
Vice General
Manager
CHIU, TZU-CHUAN 0 0 0 0
Senior Director CHEN CHING LONG
(appointed on April 1,2021)
0 0 0 0
Director GUO SHIU CHIUAN 0 0 0 0
Director MENG YUAN CHEN 0 0 0 0
Senior Director CHANG,SHU-MIAO 0 0 0 0
Director LIN,HSIN CHU 0 0 0 0
Director SHIH,CHIEH-JEN 0 0 0 0
Director TSAI,WEN-LIN 0 0 0 0
Director TANG,WEI CHE 0 0 0 0
Director CHANG,CHEN-CHANG 0 0 0 0
Director KO,CHI-FENG 0 0 0 0
Director LUOR,DER CHERNG 0 0 0 0
Director YU,CHEN-PI 0 0 0 0
Director SUN, YU-CHIANG
(appointed on August 12,
2020)
0 0 0 0
CFO (Financial
Supervisor)
HUANG,KUO CHEN 0 0 0 0
Senior Manager
(Chief Accountant)
HUANG,CHIH-YU 0 0 0 0
Senior Director Hu Chih Kuei (Dismissed on
May1,2020)
0 0 0 0
Director Li Peng Fei (Dismissed on
March 1,2021)
0 0 0 0
  1. Information about transfer of equity: N/A

  2. Information about pledge of equity: N/A

VIII. Information about the relationship among the Company's top 10 shareholders

‘April 25, 2021

NAME
(NOTE 1)
CURRENT
SHAREHOLDING
CURRENT
SHAREHOLDING
SHAREHOLDING OF
SPOUSE AND MINOR
CHILDREN
SHAREHOLDING OF
SPOUSE AND MINOR
CHILDREN
SHAREHOLDING
BY NOMINEES
SHAREHOLDING
BY NOMINEES

INFORMATION ABOUT TOP 10 SHAREHOLDERS WHO ARE RELATED PARTY
TO ONE ANOTHER, OR SPOUSE OR RELATIVES WITHIN THE SECOND
DEGREE OF KINSHIP,THEIR NAMES AND RELATIONSHIP(NOTE 3)

INFORMATION ABOUT TOP 10 SHAREHOLDERS WHO ARE RELATED PARTY
TO ONE ANOTHER, OR SPOUSE OR RELATIVES WITHIN THE SECOND
DEGREE OF KINSHIP,THEIR NAMES AND RELATIONSHIP(NOTE 3)

REMARKS
Number of
Shares
% Number of
Shares
% Number of
Shares
% Name
(or Designation)
Relationship
Konzen Corporation
Representative: LIN, CHING-TANG
50,523,000
0
9.98%
0
198,000 0.04% 0 0 Kang Chao, Kang Sheng
Kang Ching, Kang Fa
The Chairman is the same person. -
Kang Chao Corporation
Representative: LIN, CHING-TANG
50,407,000
0
9.96%
0
198,000 0.04% 0 0 Kang Cheng, Kang Sheng
Kang Ching, Kang Fa
The Chairman is the same person. -
Nice Triumph Investment Limited
Representative: LIN, CHING-TANG
36,688,000
0
7.25%
0
198,000 0.04% 0 0 Kang Cheng, Kang Chao, Kang
Ching, Kang Fa
The Chairman is the same person. -
Kang Ching Corporation
Representative: LIN, CHING-TANG
35,880,000
0
7.09%
0
198,000 0.04% 0 0 Kang Cheng, Kang Chao, Kang
Sheng, Kang Fa
The Chairman is the same person. -
Kang Fa Investment Co., Ltd.
Representative: LIN, CHING-TANG
29,828,000
0
5.89%
0
198,000 0.04% 0 0 Kang Cheng, Kang Chao, Kang
Sheng, Kang Ching
The Chairman is the same person. -
GAOLING FUND L.P. 9,988,000 1.97% 0 0 0 0 None None -
VANGUARD EMERGING
MARKETS STOCK INDEX FUND
A SERIES OF VANGUARD
INTERNATIONAL EQUITY
INDEX FUNDS
5,921,600 1.17% 0 0 0 0 None None -
Norges Bank 5,569,000 1.10% 0 0 0 0 None None -
JPMorgan Chase Bank N.A. Taipei
Branch in custody for Vanguard Total
International Stock Index Fund a
series of Vanguard Star Funds
5,095,507 1.01% 0 0 0 0 None None -
Employee Welfare Committee of
Weichuan Corp.
4,639,863 0.92% 0 0 0 0 None None -

Note 1: The top 10 shareholders' names shall be identified separately (in the case of corporate shareholders, the corporate shareholders' names and representatives' names shall be identified separately).

Note 2: The ratio of shareholding is calculated in proportion to the shares held by the shareholders or their spouse or minor children or others. Note 3: Relationship between the aforementioned shareholders (including corporate and natural person shareholders) shall be disclosed according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

IX. Total Number of Shares and Total Equity Held in the Same Investee by the Company, Its Directors and Supervisors, Managers, and Any Companies Controlled Either Directly or Indirectly by the Company

As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
As of March 31, 2021; Unit: Share; %
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
57,929,989
100.00%
0
0.00% 57,929,989
100.00%
34,539,451
98.68%
0
0.00% 34,539,451
98.68%
14,034,753
99.99%
0
0.00% 14,034,753
99.99%

8,481,905
99.79%
0
0.00%
8,481,905
99.79%
35,113,408
99.85%
0
0.00% 35,113,408
99.85%
390,000
60.00%
0
0.00%
390,000
60.00%
7,500,000
37.50%
0
0.00%
7,500,000
37.50%
N/A
100.00%
N/A
0
N/A
100.00%
N/A
1.00%
N/A
0.99
N/A
100.00%
N/A
100.00%
N/A
0
N/A
100.00%
Name of Investee
(Note)
Investment of the Company
Investment by Directors, Supervisors/
Managers and Companies Directly or
Indirectly Controlled by the Company
Comprehensive Investment
Number of
Shares
Shareholding
ration
Number of Shares
Shareholding ration
Number of
Shares
Shareholding
ration
Cheng Shuen
Nung Ranch
Corporation
57,929,989
100.00%

0

0.00%
57,929,989
100.00%
Hsin Chuan
Industrial Co.,
Ltd.
34,539,451
98.68%

0

0.00%
34,539,451
98.68%
Kangho
International
TradingCorp.
14,034,753
99.99%

0

0.00%
14,034,753
99.99%
China Youth Store
Corporation

8,481,905

99.79%

0

0.00%

8,481,905

99.79%
Kang Chuan
EngineeringCorp.
35,113,408
99.85%

0

0.00%
35,113,408
99.85%
Thai Wei Chuan
Corporation
390,000
60.00%

0

0.00%

390,000

60.00%
Fu Ting Food
Corp.
7,500,000
37.50%

0

0.00%

7,500,000

37.50%
Wei Chuan
International
(BVI)Co.,Ltd.
N/A
100.00%

N/A

0

N/A

100.00%
Wei Chuan Asia
Investment Co.,
Ltd.
N/A
1.00%

N/A

0.99

N/A

100.00%
BVI Wei Chuan
Co.,Ltd.
N/A
100.00%

N/A

0

N/A

100.00%

Note: long-term investments under equity method; or warrants of the limited company

Chapter IV. Fund Raising

I. Capital and Shares

(I) Source of Capital

Year/Month
Issuing Price
Authorized Capital Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Paid-in Capital Remarks Remarks
Number of
Shares
Amount Number of
Shares
Amount Source of Capital Capital
Increase by
Assets Other
than Cash
Others
‘October
1992
10 350,000,000 3,500,000,000 314,433,111 3,144,331,110
Capital increase with
earnings: NT$ 222,607,508; Capital
reserve: NT$139,129,692
None 81/8/25(81) Tai
Cai Zheng (I)
No. 02207
‘August
1993
10 352,165,084 3,521,650,840 352,165,084 3,521,650,840 Capital reserve: NT$ 377,319,730 None 82/7/12(82) Tai
Cai Zheng (I)
No. 29783
‘August
1994
10 394,424,894 3,944,248,940 394,424,894 3,944,248,940 Capital reserve:
NT$422,598,100
None 83/7/19(83) Tai
Cai Zheng (I)
No. 31946
‘August
1995
10 425,978,885 4,259,788,850 425,978,885 4,259,788,850 Capitalized earnings: NT$ 315,539,910 None 84/6/30(84) Tai
Cai Zheng (I)
No. 38517
‘July 1996 10 468,576,773 4,685,767,730 468,576,773 4,685,767,730
Capitalized earnings: NT$ 170,391,552; Capital
reserve: NT$255,587,328
None 85/7/3(85) Tai
Cai Zheng (I)
No. 41762
‘August
1997
10 600,000,000 6,000,000,000 506,062,914 5,060,629,140 Capital reserve: NT$ 374,861,410 None 86/7/14(86) Tai
Cai Zheng (I)
No. 53032
‘June 2019 10 800,000,000 8,000,000,000 506,062,914 5,060,629,140
-
- -
Share Type Authorized Capital Remarks
Issued Shares
(Note)
Unissued Shares Total
Common stock 506,062,914 293,937,086 800,000,000 -

Note: The Company’s share is the listed stock. Information about Shelf Registration System: None

(II) Structure of Shareholders

‘April 25,2021
Structure of
Shareholders
Number


Government
Agencies
Financial
Institutions
Other Corporate
Shareholders

Natural Persons
Foreign
Institutions and
Natural Persons
Total
Number of
shareholders
0 2 300 86,240 171 86,713
Shares Held 0 2,283 223,501,480 227,589,058 54,970,093 506,062,914
Shareholding ration 0.00% 0.00% 44.16% 44.98% 10.86% 100%

(III) Distribution of Shares

‘April 25, 2021

(III) Distribution of Shares ‘April 25,2021
Range of Shares Number of
Shareholders
Shares Held Shareholding
ration
1~999 57,680 6,923,630 1.37%
1,000~5,000 21,988 47,096,537 9.31%
5,001~ 10,000 3,530 29,148,287 5.76%
10,001~ 15,000 968 12,631,806 2.50%
15,001~ 20,000 811 15,375,390 3.04%
20,001~30,000 567 14,884,204 2.94%
30,001~50,000 502 20,778,078 4.10%
50,001~ 100,000 370 27,264,060 5.39%
100,001~ 200,000 155 22,052,592 4.36%
200,001~ 400,000 71 19,770,098 3.91%
400,001~600,000 20 10,155,899 2.01%
600,001~800,000 15 10,335,000 2.04%
800,001~1,000,000 9 8,104,405 1.60%
Over 1,000,001 27 261,542,928 51.67%
Total 86,713 506,062,914 100%

Distribution of Preferred Shares: None

(IV) List of Major Shareholders

‘April 25, 2021 Shareholding ration

(IV) List of Major Shareholders ‘April 25,2021
Share
Name of Major Shareholders

Shares Held
Shareholding
ration
Konzen Corporation 50,523,000 9.98%
KangChao Corporation 50,407,000 9.96%
Nice Triumph Investment Limited 36,688,000 7.25%
KangChingCorporation 35,880,000 7.09%
KangFa Investment Co., Ltd. 29,828,000 5.89%
GAOLING FUND L.P. 9,988,000 1.97%
VANGUARD EMERGING MARKETS STOCK INDEX FUND A SERIES OF
5,921,600 1.17%
~~VANGUARD INTERNATIONAL EQUITY INDEX FUNDS~~
Norges Bank
5,569,000 1.10%
JPMorgan Chase Bank N.A. Taipei Branch in custody for Vanguard Total International
Stock Index Fund a series of Vanguard Star Funds
5,095,507 1.01%
Employee Welfare Committee of Weichuan Corp. 4,639,863 0.92%
  • (V) Market Price, Net Value, Earnings and Dividends per Share During the Most Recent Two Years

Information about market price, net value, earnings and dividends per share

Item Year Year
2019
2020 As of May 12,
2021(Note 8)
Per share
Market price
(Note 1)
Highest 36.45 25.35 25.50
Lowest 20.75 15.80 19.90
Average 26.26 21.18 21.56
Net value per
share(Note 2)
Before distribution 13.71 13.53
After distribution 13.71 (Note 9) (Note 9)
Earnings per
Share
Weighted Average Shares 506,062,914 506,062,914 506,062,914
Earningsper Share(Note 3) 2.67 1.06
Dividends Per
Share
Cash dividends 1.3339 0.53(Note 9) -
Free-
Gratis
dividends
Stock dividends
appropriated from
earnings
- (Note 9) -
Stock dividends
appropriated from
capital reserve
- (Note 9) -
Retained dividend(Note 4) - - -
Return on
Investment
Price-Earnings Ratio(Note 5) 9.84 19.98 -
Dividend Yield(Note 6) 19.69 39.96 -
Cash dividendyield(Note 7) 5.08% 2.50% -
  • In the case of retained shares distribution or capital surplus shares distribution, please also disclose the information about the market value and cash dividend adjusted retroactively based on the number of shares as distributed.

  • Note 1: Please identify the highest market value and the lowest market value of the common stock in each year, and calculate the average market price for each year based on the trading value and turnover for each year.

  • Note 2: Please apply the number of shares already issued at the end of the year and identify the status of distribution according to the resolution made by the shareholders' meeting held in the following year.

  • Note 3: If it is necessary to make adjustment retroactively due to Free-Gratis dividends, please identify the EPS before and after adjustment.

  • Note 4: If the terms of issuance of the equity securities provide that any dividends declared but not paid may be carried forward until the Company has earnings, the amount of accrued unpaid dividends as at the end of such fiscal year shall be disclosed.

  • Note 5: Price-Earnings Ratio=Average Closing Price Per Share in current year/Earnings Per Share.

  • Note 6: Dividend Yield=Average Closing Price Per Share in current year/Cash Dividend Per Share.

  • Note 7: Cash Dividend Yields=Cash Dividend Per Share/Average Closing Price Per Share in current year

  • Note 8: Please identify the net value per share and EPS available in the latest quarterly financial information audited (reviewed) by the independent auditor before the date of publication of the annual report, and the information available until the date of publication of the annual report in the other sections.

  • Note 9: The Board of Directors is authorized to distribute the cash dividends in accordance with the Articles of Incorporation, and report such distribution to the shareholders’ meeting. The Company distributed cash dividends by resolution of the Board of Directors dated March 29, 2021. Other distributions out of the earnings for 2020 have not been resolved at the annual shareholders’ meeting yet.

  • (VI) Dividends policy and Implementation Status

  • Dividend policies under the Articles of Incorporation: As traditional industry, if the Company has earnings after the accounts are closed every year, in addition to payment of any business income tax due and recovery of losses of the previous years, the Company shall first set aside ten percent out of the earnings as the legal reserve, and then, set aside or reserve special reserve according to laws. To the extent that there is any balance, the total earnings available for distribution shall consist of the remainder of such balance and the retained earnings from the previous years. The Board of Directors may draw up proposal for distribution or retaining of earnings, and submit it to the shareholders’ meeting for approval. Distribution of dividends shall be based on shareholding ratio of each shareholder.

    • The Company shall evaluate the investment environment taking into consideration the investment development and interest of the shareholders. Every year, the Company shall distribute not less than 50% of net profits of the current period to the shareholders. However, when the net profits of the current period every year is less 5% of the total paid-in capital, no distributions shall be made; dividends may be distributed to the shareholders in cash or in stock, and cash dividends shall be not less than 50% of the total dividends.

The Company may, by a resolution adopted by a majority of the directors present who represent two-thirds or more of the total number of board members, have the surplus profit distributable as dividends and bonuses in whole or in part distributed in cash, which shall be reported to the shareholders’ meeting.

  1. Distribution of dividends proposed at the shareholders’ meeting: Pursuant to the Company’s dividend policy, the Company’s Board of Directors has formulated the proposal on distribution of dividends for 2020 on March 29, 2021. It was resolved to distribute cash dividends of NT$ 0.53 per share. Such cash dividend distribution proposal was submitted to the shareholders’ meeting according to regulations.

  2. Material change to expected dividend policy: None:

    • The Company’s Board of Directors still continues executing the dividend policy under the Articles of Incorporation at present.
  3. (VII) Effect of distribution of Free-Gratis Dividends proposed at the shareholders' meeting on the operational performance of the Company and the Earnings Per Share:

There are no proposed free-gratis dividends at the annual shareholders’ meeting.

  • (VIII) Information about remuneration to employees and directors

  • Percentage or range of the remuneration of employees and directors as set forth in the Articles of Incorporation:

    • If the Company recorded profits for the year, no less than 1% of the Company’s profits shall be set aside as employee’s remuneration. Employees of the affiliates who meet certain qualifications may be included in the distribution. Employee’s remuneration shall be paid in cash.

    • The Company shall also set aside not more than 5% of above profits as the directors’ remuneration. The directors’ remuneration shall be allocated in cash.

    • Distribution to the employees’ and directors’ remuneration above shall be adopted by the majority of present directors at the Board meeting where more than two thirds of

directors were present, and shall be reported to the shareholders’ meeting. However, when the Company suffered from accumulated losses, the Company shall first set aside a sum out of earnings to offset the losses, and then distribute profits as employee’s and directors’ remuneration pro rata based on the said percentage.

  1. The basis for estimating the amount of the employees’ and directors’ remuneration, for calculating the number of shares to be distributed as dividends, and for calculating the number of shares to be distributed as the employee’s remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for 2020:

    • The Company estimated the employee’s and directors’ remuneration for 2020 based on the earnings of the year at the amount set out in the Articles of Association. There is no difference between the distribution amount resolved by the Board of Directors and the estimate.
  2. Distribution of employees’ and directors’ remuneration for 2020 adopted by the Board of Directors:

    • (1) Amount of employees’ and directors’ remuneration distributed in cash: Employee’s remuneration in cash: NT$ 6,510 thousand. Directors’ remuneration in cash: NT$ 6,300 thousand.

    • (2) Amount of employee’s remuneration distributed in stock, and percentage among net after-tax earnings of the parent company only financial reports for the current period and total employees’ remuneration: The Company’s employee’s remuneration was distributed in cash pursuant to the Articles of Incorporation.

    • (3) Earnings per share taking into consideration the employees’ and directors’ remuneration: The Company distributed the employees’ and directors’ remuneration in cash pursuant to the Articles of Incorporation.

  3. Actual distribution of employees’ and directors’ remuneration in the previous year, difference between the actual distribution and the estimated figures, if any, and cause and treatment thereof:

    • The Company actually distributed employees’ remuneration of NT$ 21,097 thousand in total in 2019, increased by NT$ 908 thousand compared with the estimated figure in the 2019 financial reports, which was adjusted to 2020 according to the accounting principle. The directors’ remuneration amounted to NT$ 6,812 thousand, and was not different from the estimated figures in the 2019 financial reports.
  4. (IX) Redemption of shares of the Company: The Company did not redeem its shares in 2019 and as of the date of publication of the annual report.

  5. II. Corporate Bonds: None.

  6. III. Preferred Shares: None.

  7. IV. Global Depository Receipts (GDRs): None.

  8. V. Employee Stock Options:

  9. (I) Unexpired employee stock options as of the date of publication of annual report and impact on shareholders’ rights and interests: None.

  10. (II) The names, acquisitions, and subscriptions of the managerial officers who have obtained the employee stock options and the top ten employees who have obtained the stock options evidence up to the date of publication of the annual report: None.

  11. VI. New restricted employee stock:

  12. (I) New restricted employee stock for which the vesting conditions have not yet been met for the full number of shares as of the date of publication of the annual report, and impact on the shareholders’ rights and interest: None.

  13. (II) The names and acquisitions of the managerial officers who have obtained new restricted employee stock and the top ten employees who have obtained shares up to the date of publication of the annual report: None.

  14. VII. Mergers and Acquisitions, or as Assignee of New Shares Issued by Another Company: None.

VIII. Capital Utilization Plan and Implementation: None.

Chapter 5. Operational Highlights

I. Business Activities

  • (I) Scope of Business

  • The business scope of the Company is as follows:

    • (1) A102080 Horticulture

    • (2) A401010 Cattle

    • (3) A401020 Animal Husbandry

    • (4) C102010 Diary Products Manufacturing

    • (5) C103050 Canned, Frozen, Dehydrated Food Manufacturing

    • (6) C104010 Sugar Confectionery and Bakery Product Manufacturing

    • (7) C104020 Bakery Food Manufacturing

    • (8) C105010 Edible Oil Manufacturing

    • (9) C106010 Flour Milling

    • (10) C109010 Seasoning Manufacturing

    • (11) C110010 Beverage Manufacturing

    • (12) C114010 Food Additives Manufacturing

    • (13) C199010 Noodles, Flour Food Manufacturing

    • (14) C199020 Edible Ice Manufacturing

    • (15) C199030 Instant Food Manufacturing

    • (16) C199040 Bean and Preparations Manufacturing

    • (17) C199990 Other Food Manufacturing Not Elsewhere Classified

    • (18) C201010 Prepared Animal Feeds Manufacturing

    • (19) F101990 Wholesale of Other Agricultural, Husbandry and Aquatic Products

    • (20) F102020 Wholesale of Edible Oil

    • (21) F102030 Wholesale of Tobacco Products and Alcoholic Beverages

    • (22) F102040 Wholesale of Nonalcoholic Beverages

    • (23) F102170 Wholesale of Food and Grocery

    • (24) F103010 Wholesale of Animal Feeds

    • (25) F121010 Wholesale of Food Additives

    • (27) F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products

    • (28) F202010 Retail sale of Animal Feeds

    • (29) F203010 Retail sale of Food and Grocery

    • (30) F203020 Retail Sale of Tobacco and Alcoholic Drinks

    • (30) F221010 Retail of food additives

    • (31) F301020 Supermarkets

    • (32) F399010 Supermarkets

    • (33) F399040 Retail Business Without Shop

    • (34) F399990 Retail sale of Others

    • (35) F401010 International Trade

    • (36) F501030 Coffee/Tea Shops and Bars

    • (37) F501060 Restaurants

    • (38) H701010 Residence and Buildings Lease Construction and Development

    • (39) H701020 Industrial Factory Buildings Lease Construction and Development

    • (40) H701040 Specialized Field Construction and Development

    • (41) H701050 Public Works Construction and Investment

    • (42) J302010 Press Release

    • (43) J303010 Magazine and Periodical Publication

    • (44) J304010 Book Publishers

    • (45) J601010 Arts and Literature Service

  • (46) J602010 Agents and Managers for Performing Arts, Entertainers, and Models

  • (47) J603010 Live House

  • (48) J701010 Electronic Game Arcades

  • (49) J701020 Amusement Parks

  • (50) J901020 Hotels and Motels

  • (51) J901011 Tourist Hotels

  • (52) J 904011Tourist Recreation

  • (53) A102041Leisure Agriculture

  • (54) C802041Western Medicine Manufacturing

  • (55) C802051Traditional Chinese Medicine Manufacturing

  • (56) F108011Wholesale of Traditional Chinese Medicine

  • (57) F108021Wholesale of Western Medicine

  • (58) F208011 Retail Sale of Traditional Chinese Medicine

  • (59) F208021 Retail Sale of Western Medicine

  • (60) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  • The Company’s main products and its weights in 2020:

Type of Product Major Product Proportion of
Business (%)
Dairy products Fresh milk, modified milk, yogurt, diluted fermented
milk,and soybean milk, etc.
62.3
Beverages Juice, dilutedjuice, coffee, tea, water, etc. 18.0
Convenient Foods Seasoning, sauce, cans, etc. 11.7
Others Chilled desserts, salad, egg, nutrition foods and other
businessrevenue, etc.
8.0
  1. Principal business activities and revenue distribution of the Group (including subsidiaries) in 2020:
in 2020:
Type of Business Major Business Contents Proportion of
Business (%)
Foods Dairy products, beverages, instant foods and other
foods, etc.
95.5
Packaging
Materials
Manufacturing of food mold, injection mold, and
plastic bottle caps
2.8
Other business
activities
Import and export trades 1.7

(II) Overview of the Industry

Under the strategic principle of “deep foot holding in Taiwan and development in Mainland China” and the business strategy of “focusing on rapid development of chilled business and steady operation of non-refrigerated foods”, the Group arranges its food business development layout in Greater China. With respect to re-investment business, the resources are invested in development of the business that integrates with the food industry. Under this strategy, each business sector gives play to its specialty and core advantages in the Group to support and develop each other, and create the maximum management benefits of the Group as a whole in light of its industry characteristics and positioning.

A. Food Business:

  1. Current status and development

The data of the Food Industry Research and Development Institute indicated that in

2020, Taiwan achieved food and beverage output of about NT$ 635.5 billion, at growth rate of 0.83%. The overall industrial momentum was slowed down. Mature industrial economy, competition in the same trade, strong channels, import of foreign products, raising of consumer’s awareness of product quality, the whole industry becoming saturated and highly competitive tested the operating ability of the food operators. In addition to the basic requirements to offer safe and nutritious foods, and how to meet the consumer’s substantial and psychological demands for product quality and differentiation, improvement of added value for brand and products is another important issue for the food operators.

  1. Relationship amongst upstream, midstream and downstream of the industry

  2. Relationship amongst upstream, midstream and downstream of the industry is as follows:

follows:
Upstream industry Agriculture, animal husbandry, and raw materials, etc.
Midstream industry Research and development, manufacturing and packaging,
etc.
Downstream industry Transport service, storage, retail sale, food and beverage,
etc.
  1. Development trends of the products:

  2. (1) With raising awareness on health, health care and diet, consumers pursue for how to retain the best flavor and nutrients in the natural food materials with the freshest natural foods materials and least additives, so as to meet their needs for health diet.

  3. (2) With increase in double-earner family and fast food population, in addition to natural, healthy and delicious foods, real-time and convenient eating and cooking, as well as simple, convenient, innovative and diversified menu make contributions to increasing business demands for daily diet, group meals and catering of individual and household consumers.

  4. Competition of products:

  5. (1) Taiwan market is faced with limited space for growth and fierce competition.

  6. (2) However, consumers in Taiwan increasingly focus on food safety and quality. In order to guarantee food safety and product quality, the Company not only invests more resources to strengthen management and control, but also continues improving and strengthening the supply management system, food safety management information platform, notification system and risk early warning management mechanism through the supervision and pre-planning of the Food Safety Committee.

  7. (3) In face with consumer’s pursuit for health, high quality and differentiation, and substantial and psychological added value, the Company not only invests a large number of resources under the basic requirements of assuring food safety, but also upgrades high-quality products, develops simple formula as well as innovative and differential new products. In addition, the Company improves the quality of the dairy farmers and suppliers through strict monitoring of the upstream suppliers; and accumulates brand assets and improves management competitiveness by supplier integration, efficiency improvement, strong branding and communication and interaction with the consumers, so as to achieve breakthrough growth and create space for development in the future.

B. Packaging Materials:

In Taiwan, there are many competitors in food packaging material business. Accession by SMEs to the food packaging market has lower barrier. The overall plastic injection and hollow molding industry are saturated and highly competitively.

King Can Industry Corp. focuses on the field of food packaging materials manufacturing, advocates the total quality management concepts and improve personnel’s quality through internal staff training, strengthens the enterprise, improves the product added value through technology breakthrough, develops the core competitiveness advantage, and takes the initiative to expand its market shares in Japan, Australia and Americas, and crease the international market segments through continuous development. In the future, the Company will continue intensifying the core products, and developing the markets at home and aboard. Quality and services become the advantage for permanent operation.

C. Import and Export Trades:

The main import business of Concourse International Inc. is to procure bulk or key raw materials for the needs of the Group. The products purchased and sold are mainly raw materials. In addition, the company positively strengthens the Group’s internal and external raw material procurement function. The export business is marketing and promotion the featured products of Wei Chuan and Taiwan, in order to meet the needs of overseas customers.

In the future imports, the Company will still integrate the supply sources of bulk and key raw materials, to enhance the cost performance of the raw materials, master the exclusive sources, control the supply risks and food safety, and actively develop external business. Export targets are based on overseas Chinese to expand the new sale channels, develop new markets, new products and new sources, and accumulate sales growth momentum. Furthermore, the Company internally strengthens cultivation of professional international trade talents, so as to improve its competitiveness and become the most reliable international trade partners for the consumers.

(III) Overview of Technology and R&D:

1. Research and development expenses

Unit: NT$thousands
Year R&D expenses Turnover Percentage of R&D expenses
amongturnover(%)
2018 98,436 7,465,839 1.32%
2019 104,668 7,638,740 1.37%
2020 100,668 7,802,514 1.30%

Note: As of March 31, 2021, the R&D expenses were NT$ 25,135 thousand, and the estimated reinvestment in R&D expenses was NT$ 74,778 thousand.

2. R&D achievements:

(1) In the past 3 years, 108 new products have been developed and launched; 36 research reports have been produced; and 9 patents have been obtained.

Year Product Research report Patentgranted
2018 49 0 1
2019 38 5 7
2020 21 31 1
Total in the
past3 years
108 36 9

(2) Technologies or products successfully developed

1) Product development achievements:

In 2020, the Company continued focusing n the development direction of healthy, delicious and safe foods. Meanwhile, the Company continued raw material source traceability and supplier audit, to control high-quality and safe source of raw materials. Professional R&D formula design, production technology and process achieved reduced or zero additives in foods, to develop healthy products for the consumers.

In 2020, 21 new products were launched. Brief introduction to characteristics of each series products is as follows:

  • a. Lin Feng Ying Probiotics Yogurt Series (Plain/ Unsweetened/ Strawberry) Selected high-quality milk source and bacteria for a long-term fermentation at constant temperature, adhered to formula and process technology without adding spices, glue and cream, to produce high-quality yogurt.

  • b. Simple Series Yogurt (Plain/ Unsweetened)

Selected formula and process technology without adding spices, glue, cream and pigment, with appeal for high-quality products of no addition, easy digestion and no burden.

  • c. LCA Fermented Milk with Live Bacteria –Lemons

Classic with good taste, good bacteria, good digestion. Adhere to no use of artificial sugar substitute and high fructose syrup, and use Taiwan’s local lemon juice and live bacteria fermented milk.

d. Bixtar Series (Orange Green Tea)

Bixtar Brand entered tea beverage market, and launched new fruit tea products. Extracted with 100% Taiwan osmantnus green tea, and mixed with Florida orange pulp, a sweet and rich taste with both tea and fruit aroma.

  • e. Local Farm Product Series (Pineapple Mix Drinks / Honey Lemon Drinks) Local farm products from famous places, and safe natural foods. Simple ingredients without addition, returned to the nature. Pineapple Mix Drinks was made of No.17 Golden Pineapple from local farmer, harvested in season, chilled to keep fresh, squeezed for juice to keep fresh aroma, and mixed with Pingtung lemon juice; Honey Lemon Drinks mixed imported pure honey with Pingtung lime juice.

f. Bernachon Coffee Series

  1. Bernachon Q-Grader Coffee (Unsweetened)

SCAA Assessor’s special coffee bean formula together with Ethiopian sunshine bean, clean citrus and floral aromas, nutty taste. Freshly brewed coffee, strong different coffee taste with milk content at 60% or more, sweet after taste.

  1. Bernachon Dark Roast Coffee Latte

Benachon, Rolls-Royce in coffee drinks. Adhered to special first-class coffee beans mixed with high-quality milk.

  • g. Healthy Kitchen Series (Seasoning of Vegetable and Fruit Flavor)

  • 100% local fresh vegetables and fruits from Taiwan. 100% no addition of artificial seasoning, artificial monosodium glutamate, preservative and artificial color. Suitable for soup, fried dish, boiled dish and all kinds of foods.

h. Wei Chuan Classic Fresh Cheese

Pure formula combined process technology and colloid technology without addition, spices and artificial additives, 100% local fresh raw milk.

i. Egg Brulee (Honey)

High-quality free egg mixed with pure high-quality milk source, and natural ingredient of honey to enhance the taste. No spices and no artificial additives, a nutritious snack for the whole family.

j. AVILA Strong Carbonated Bubble Water

Water source from Puli, Nantou, with strict control over amount of carbonic acid gas and filing temperature, with strong and exciting bubble taste. The packaging design is enthusiastic and lively, simple, fashionable and vigorous.

2) Technology R&D achievements:

In order to improve the product quality, the Company continues technology research in the relevant product field. In 2020, the Company completed a number of research and development for raw materials and key processes in relation to products. Some technical research achievements have been commercially launched, and there are still many research products in process.

  • a. Project for quality improvement of raw milk of range.

  • b. Technical research and development of plant fermented milk.

  • c. Research on grinding process of soybean milk line—dense soybean milk technology.

  • d. Technical research for enhancing fragrance of grain by enzymatic hydrolysis.

  • e. Chilled juice processing technology – pineapple.

  • f. Egg quality and freshness research.

  • g. Research on dilution process of fermented milk with high bacteria amount.

3) Quality assurance:

Wei Chuan is committed to reliable, transparent and open food safety practice, so as to actively promote food safety reform in essence, and establish the corporate constitution and philosophy that integrates food safety as DNA of Wei Chuan corporate culture. We will strictly control every detail “from the origin to the table”. Through “full product traceability”, “formula simplification” and “alignment of quality with international standards”, we respect the consumer’s “right to know” the food. We not only focus on “food safety”, but also build a reliable food environment, to lead and drive upgrading of the food industry and the supply chain. In 2020, a total of 41 R&D projects for simple formula without adding or with reducing additives were completed.

As a comprehensive food manufacturer, Wei Chuan has complicated upstream supply sources. In order to implement independent food safety management, Wei Chuan formulated relevant management rules against its upstream suppliers, and established audit mechanism for new suppliers in terms of development, qualification, admission, field investigation, evaluation and rating, periodic audit, and disqualification due to nonconformity, to ensure that the raw materials for the products are legal and safe.

Wei Chuan continues to advance third-party international food safety management system certification so as to build a more perfect food process and environment. By the end of 2020, the plants of Wei Chuan maintained two major international systems recognized by GFSI, that is, SQF and FSSC 22000. 17 main production lines were assigned TQF, and 20 products passed Halal certification.

Wei Chuan establishes an internal traceability management system, to fully develop the historical information of each product stage from raw material management, supplier management, production process, storage to transportation, so that the Company could master the upstream and downstream product information accurately in real time. In light of the undertaking of “safety, transparency and openness”, Wei Chuan continues to promote “transparent QRCode”, and prints QRCode on the product package so that the consumers could access to the official website for the product inspection information by real-time scanning.

3. Future research and development:

  • (1) Diversified innovation/ development of simple and delicious products without addition:

Wei Chuan develops a variety of innovative/ simple and delicious food products without artificial additives based on the market trend and consumer’s needs, including natural fruit juice drinks, high-quality coffee drinks, fermented milk, grain and milk drinks, snacks, seasoning and sauces, etc.

  • (2) B2B industrial product promotion and customer service: In response to booming development of convenient food industry in the recent years, Wei Chuan establishes corresponding product development direction and main product categories according to classification of customers, and greatly promotes dairy products/ salad/ snack/ drinks/ eggs. For example, coffee/ tea bar chain supply mainly promotes fresh milk, salad, spread sauce, pudding and fruit juice. . etc. Given customer’s needs, Wei Chuan offers customized product service and application recipes. Meanwhile, Wei Chuan strengthens the R&D technical service team, regularly assist the team to promote services and customers to create values, and gradually improve the convenient food technical service module.

  • (3) Deep cultivation of category competitiveness and technology:

Wei Chuan establishes the category technology, continues deepening internal talent cultivation and basic technology, maintains technical exchange with/ technology introduction from external universities, research institutes, and international manufactures, and continues advancing the key technology. With insights on the demands of the consumers and customers, we are dedicated to research on foundation engineering and application development capability so as to improve the product competitiveness.

  • (IV) Long-term and short-term business development plans

  • Short-term plans:

    • (1) Continue deepening food safety, quality assurance and supply chain management system.

    • (2) Deepen core product competitive advantages and brand asset accumulation.

    • (3) Expand retail channels, and transform and upgrade business channels.

    • (4) Optimize operation management system, and promotion comprehensive informatization.

    • (5) Integrate philosophy and culture, and cultivate key strategic talents.

    • (6) Continue deepening and promoting corporate social responsibility and industry upgrading.

  • Long-term plans:

    • (1) Promote market development and layout in Greater China.

    • (2) Establish the leading position of core products in the cross-strait markets.

    • (3) Integrate resources to achieve operation results in the cross-strait markets.

II. Overview of Market, Production and Sales

  • A. Food Business- Taiwan:

  • (I) Dairy products

  • (1) Main sales areas: The Company’s dairy products are mainly sold in Taiwan. At present, the products of the Company are not sold aboard.

  • (2) Competitors and market share:

The main competitors of the Company’s dairy products include: UNI-President, Kuang Chuan, Flou, etc.

Market share in Taiwan at present:

Chuan, Flou, etc.
Marketsharein Taiwan atpresent:
Major Product Marketshare
Fresh milk 24.7%
Yogurt 11.7%
  • (3) Future market supply, demand and growth potential:

  • 1) Fresh milk:

    • A. Based on analysis of the market survey data for 2020, the total sales of the fresh milk was increased by 6.3%. Increase in purchase volume per capita was the main reason for this growth.

    • B. Specification: The main specification is 1/2 gal. at a rate of about 59%.

    • C. Fat: ratio of full fat v.s. low fat is 92:8.

    • D. Channel: Supermarket (including PX-Mart) is still the channel from which the most of consumers purchase the fresh milk. The sales accounted for about 44%, with increased growth.

  • 2) Yogurt:

    • A. Based on analysis of the market survey data for 2020, sales was reduced by 2.1% compared with that in 2019. Decline in consumer penetration rate and market unit price was the main reason.

    • B. Specification: The main specification is 1kg and 1/2 gal. at a rate of 34% for both.

    • C. Channel: Supermarket (including PX-Mart) is the main channel followed by convenience stores.

  • (4) Business targets:

convenience stores.
Businesstargets:
Major Product Annualestimated sales volume (ton)
Dairy products (including soybean milk) 89,743
  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. Consumers increasingly pay attention to food quality and safety. Main brands of the dairy products include Lin Feng Ying, which is the leader of exclusive transparent system. The consumers are able to inquire the real-time information at any time, and feel more assured about the quality.

    • B. The Company will continue injecting resources to operate the core brand –Lin Feng Ying, and will continue developing potential brands, such as Wan Tan Yogurt.

    • C. Wei Chuan positively develops the categories of products. In addition to the major products: fresh milk and yogurt, Wei Chuan launched Wan Tan Fresh Milk Tea and Fresh Milk Drinks in the fourth quarter of 2017; launched Lin Feng Ying Extra Strong Milk Yogurt, and Lin Feng Ying Fresh Milk Yogurt in the third quarter of 2018; and launched new dairy brand –Xiao Mu Fresh Milk Tea and Apple Milk Drinks by the end of 2019, which was targeted at the young groups, and was well received.

  • D. Strong R&D and production capacity for dairy products enables us to introduce high-quality products. Kaohsiung Plant, a fresh milk production factory, has obtained SQF certification (Safe Quality Food; an internationally accepted comprehensive and rigorous food safety management verification system) for 5 years in succession; Douliu Plant, a yogurt production factory, has obtained SQF certification for 4 years in succession. The production lines have passed a number of domestic and international quality certification in succession, providing the consumers with higher quality option.

  • E. Chilled business system is completed with strong feasibility and high marketability.

2) Disadvantages:

  • A. In recent years, with influence of food safety incidents, multi-brand small farms and trend of imported dairy products are emerging. Consumers are provided with diversified options.

  • B. Thanks to strong dominance of modern channels, sales profits and costs necessary for channels are increasing. Raw milk acquisition, raw material and processing costs for internal production are also increased gradually, affecting the operating profits.

  • C. Dairy product market in Taiwan is quiet matured with fierce competitiveness. Some of products have potential for development and operation. However, given the established advantages of the competitors, we still face with challenge in the potential brands.

(II) Beverages:

1. Coffee market:

  • (1) Sales areas of major commodities: mainly in Taiwan markets.

  • (2) Market trend and major competitors:

  • A. Sales volume of the whole coffee drink market in 2020 was declined by 3% compared with that in 2019. Sales volume in chilled market, and nonrefrigerated market was declined by 6% and 1% respectively. Market share of chilled and non-refrigerated coffee was 34% and 66% respectively.

  • B. Based on stratification data, our chilled coffee products dominated the market share. Bernachon maintains its leading brand position. In May 2019, Bixtar Brand was developed. Thanks to double brands, the overall market share of chilled coffee was increased to 44%, making Wei Chuan the leader in chilled coffee sector by a large margin.

  • C. At present, Wei Chuan’s non-refrigerated coffee drinks include Bernachon canned coffees, aluminium-foil packaged coffee and 36 Fran canned coffee, with market share of about 8%.

with marketshare of about8%.
Businessactivities Marketshare
Chilled coffee 44%
Non-refrigerated coffee 8%
  • (3) Future market supply, demand and growth potential:

  • As coffee drinking habit is becoming more and more common, the Company continues innovation and invests resources to continuously further expand the chilled business sector and develop non-refrigerated coffee market by taking advantage of the leading position of chilled coffee, so as to greatly increase the sales of instant coffee and fully increase the market share of the coffee products.

  • (4) Business targets:

Business targets:
Major Product Annualestimated sales volume (ton)
Coffee drinks 24,110
  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. The R&D department has professional knowledge and experience in relation to coffee product.

    • B. The business department has ability for customer development and good distribution service.

    • C. Core brands (such as Bernachon) have high recognition.

    • D. The Company will continue investing powerful marketing resources.

    • E. Consumers in Taiwan have increasingly strong awareness of food safety, and high value-added drinks have development potential.

  • 2) Disadvantages:

  • A. Although the Company has the largest market segment of non-refrigerated coffee, the Company has not successfully established a brand yet.

  • B. Operation costs are increased with impairment to the operating profits.

  • C. The industry has low entry barrier. It is easy for the new competitors to engage in the trade, with increasingly expanding market competition.

  • D. Competitors have their own channels, crowding out other vendors.

  • E. Increasing demands for channels lead to small market profits.

  • F. Continuous investment of resources in brewed coffee in the convenience stores greatly reduces sales of chilled packaged coffee.

2. Fruit juice market:

  • (1) Sales areas of major commodities: mainly in Taiwan markets.

  • (2) Market trend and major competitors:

  • 1) The overall market sales of chilled vegetable and fruit juice in 2020 were declined by 2% compared with that in 2019. Decline in chilled vegetable and fruit juice by 14% and chilled diluted fruit juice by 7% was the main reasons. However, chilled pure fruit juice saw growth at a rate of 14%. The market share of chilled pure fruit juice, chilled diluted fruit juice, and chilled vegetable and fruit juice is 40%, 30% and 30% respectively.

  • 2) As the leader brand in chilled pure fruit juice market, Daily C Juice occupied 49% market share in 2020. Nung Cha is another leader brand in the chilled diluted fruit juice market, and occupied 40% market share in 2020. The total market share of two major juice brands of Wei Chuan is up to 45% in the whole chilled fruit juice market.

market share of two major juice brands
whole chilledfruitjuicemarket.
of Wei Chuan is up to 45% in th
Businessactivities Marketshare
Chilled juice 45%
  • (3) Future market supply, demand and growth potential:

  • As consumers attach great importance to healthy diet, we will continue developing new products with strong health concept in the future, to communicate health value.

  • (4) Business targets:

Business targets:
Major Product Annualestimated sales volume (ton)
Juice drinks 14,003
  - (5) Advantages and disadvantages of future development:

     - 1) Advantages:

     - A. The R&D Department has professional knowledge and experience in relation to juice products.

     - B. The business department has ability for customer development and good distribution service.

     - C. Daily C Brand has high recognition, and Nung Cha Brand has development potential.

     - C. The Company continues investing strong market resources.

     - E. Consumers in Taiwan have increasingly strong awareness of health, and healthy drinks have development potential.

     - 2) Disadvantages:

     - A. Chilled vegetable and fruit juice has certain market share, but no successful brand has been established yet.

     - B. Although the Company has the largest market segment of non-refrigerated drinks, the Company has not successfully established a brand yet.

     - C. Customers in channels develop their own brands, leading to increasingly fierce market competition.
  • (III) Seasoning and convenient foods:

  • Seasoning:

    • (1) Sales region of main commodities: Commodities are mainly sold in Taiwan (80%), followed by sales aboard.

    • (2) Main competitors and market share:

      • A. The main competitors of the Company’s seasoning products include: P’eng Ta Shih, Kanbo, Vedan and Ve Wong , etc. In recent years, due to

transformation of consumer’s habits (convenience/ small capacity/ health concept), the Company introduced healthy kitchen brand without adding seasoning in 2020, so as to meet the market trend and the consumer’s needs. At present, the overall market share has not been established. Due to decline in consumer’s needs/ promotion of competitive products/ reduced channels, the original Wei Chuan Kao Hsien Brand seized about 10% market shares.

  • B. As the leader brand, Wei Chuan Kao Hsien has high recognition and royalty, and is the only brand that discloses the product history in the industry, so that the consumers not only enjoy delicacy but also are secured in terms of food safety. At present, the main operation focuses on continuous development of new users to avoid market shrinking.

  • (3) Future market supply, demand and growth potential: Seasoning: ratio of domestic and foreign sales is 80:20. Under brand operation in the consumer markets, Wei Chuan continues expanding the business channels. 1) Traditional monosodium glutamate:

    • As traditional seasoning, monosodium glutamate is widely used in cooking and food processing to enhance tasty. However, with transformation of living and diet habits, use of monosodium glutamate in cooking at home is reduced, leading to continuous recession in market shares of monosodium glutamate in 2020.
  • 2) Kao Hsien Monosodium Glutamate

    • Growth of eating out affects frequency of cooking at home. As a result, use frequency and amount of Kao Hsien Monosodium Glutamate are reduced year by year. Vegetable and fruit formula is applied for Kao Hsien Monosodium Glutamate to increase the product features, and improve its competitiveness. However, both overall market popularity and usage are declining year by year. It is necessary to consolidate the consumer’s royalty and enhance the business promotion channels, so as to maintain the overall sales of Kao Hsien Monosodium Glutamate.
  • (4) Business targets:

usiness targets:
Major Product Annualestimated sales volume (ton)
Seasoning 2,695

While further developing main customers in channels, Wei Chuan also increases the regional direct customers (depth), and expands the business layout (range), to improve the growth momentum for operation quality and performance of channels.

  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. Wei Chuan Kao Hsien Monosodium Glutamate has high recognition and customer loyalty. Furthermore, the Company discloses the product history so that the customer has full understanding about the product in both terms of taste and safety. Due to long-term practical experience in relation to seasoning, Wei Chuan has established technology and process capability for high-value flavor seasoning that has market growth potential.

    • B. As a leading brand, Wei Chuan Kao Hsien Monosodium Glutamate has royal users. We will continue to expand the range of food ingredients and wholesale vendors, and expand the depth of direct users, to assist development of new products under Kao Brand, and promote the growth momentum of performance.

  • 2) Disadvantages:

    • A. Increase in number of small families and people who take fast food, reduction of cooking at home, and reduction in use of seasoning.
  • Sauce products:

  • (1) Sales areas of main commodities: The commodities are mainly sold in Taiwan (domestic sales take up 95%).

  • (2) Main competitors and market share:

    • A. Market trend: The overall sales of soy sauce decreased by 1%, while sales of flavored soy sauce/ thin salt and soy oil saw growth (1-8%), and growth in sales became more obvious due to the trend of high price.

    • B. The Company’s sauce products mainly include soy sauce, seasoning sauce (including dip sauce, barbecue sauce, and oil and vinegar sauce) and other liquid seasoning sauces for cooking. The main competitors include: Kikkoman, UNI-President, Chin Lan, Wan Ja Shan, Ve Wong, etc.

    • C. The sauce production line has been modified and improved since 2018. The market share of Wei Chuan’s sauce (including Tsui Niang) was increased to 4%, because the Company launched the healthy kitchen sauce series in 2020, of which, the market share of the flavor sauce reached 8% (the overall market share of Wei Chuan’s sauce was increased from 27% to 32%). As the leading brand of oil and vinegar salad dressings, the Healthy Kitchen Brand experienced growth at a rate of 20% in 2020, and achieved continuous growth year by year. Other sauces such as barbecue sauce, dumpling sauce and garlic sauce also make Wei Chuan the leader in the market even though the market share is small.

  • (3) Future market supply, demand and growth potential:

    • 1) Soy sauce:

With change to their perception about sauce and purchasing behaviors, the consumers pursue high-quality and non-gmo pure brewed soy sauces without addition. Thus, the trend for soy sauce at high price with concept of health becomes matured gradually.

  • 2) Sauce:

As the market of traditional sauce is stable, introduction of exotic sauces and health-conscious sauces is conductive to growth of the market.

  • 3) Salad:

The existing market of the oil and vinegar, and emulsified salad dressings is experiencing rapid growth. Salad dressings of health concept and appeal will facilitate more growth momentum.

  • (4) Business targets (including business channels):
Major Product Annualestimated sales volume (ton)
Sauces(includingsalad) 7,059
  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. Tsui Niang Brand maintains steady business trend under the existing basis. Based on the consent of less addition, Healthy Kitchen Brand introduced sauce series for appeal for no addition of preservatives and caramel coloring, and passed the double clean badge certification. Meanwhile, this brand also won One Star and Two Star Awards granted by Belgium International Taste Institute (iTi). We will keep moving to offer products that have concept of health and good taste to the consumers.

    • B. As the non-gmo pure brewed sauce of high quality, Wei Chuan Best Sauce will be further introduced to users of non-pure brewed as the main source for growth, and promote Japanese sauces and salad dressings of higher

added value, to enhance the overall contribution of the business channels.

     - C. In response to the healthy diet trend, salad (emulsified salad, oil and vinegar salad) experiences growth every year; in 2020, two new products of Healthy Kitchen Salad Series were recognized by iTi, and both Star Product, and Onion and Thai Chutney won Two Star Award. Subsequently, we will develop new markets by introducing more health-conscious salad dressing products and explain the usage to develop the opportunity to use, and promote contribution to growth.

  - 2) Disadvantages:

     - A. Price of raw materials is raised every year, with unfavorable cost trend.

     - B. Continuous improvement in convenience of eating out and reduction in number of family cooking at home impact the market size of the consumer products; given price factors, customers in business channels will continue using the non-pure brewed soy sauce. The product under this brand is the non-gmo pure brewed sauce, and it is still need to actively promote this product so as to solicit customers due to costs and price factors.
  1. Convenient foods:

  2. (1) Sales areas of major commodities:

The convenient foods are mainly sold in Taiwan (domestic sales took up 90%).

  • (2) Main competitors and market share:

  • The Company’s convenient foods mainly include pickles, vegetable-flavor, and animal-derived foods. The main competitors include: Flavor of Love, Ta Mao, Hsin Tung Yang, and Chin Lan, etc. In light of over 60 years of abundant experiences in food industry, Wei Chuan continues upgrading products and improving formula.

  • (3) Future market supply, demand and growth potential:

  • The canned foods have mature market. However, with impact of eating out and consumer’s misunderstanding about addition of preservatives in canned foods, the sales of canned foods are declined year by year. In recent years, Wei Chuan has transformed to develop formula with an appeal for high quality and no addition of pigment, condiment and monosodium glutamate. Meanwhile, multiple inspection is applied to control quality in the production process, and raw materials are traceable to provide the consumers of safe and delicious foods.

(4) Business targets:
Major Product Annualestimated sales volume (ton)
Convenient Foods 1,643
  • (5) Advantages and disadvantages related to future development:

  • 1) Advantages:

    • A. We will continue producing pickles, vegetable-flavor, and animal-derived foods without addition of pigment, condiment and monosodium glutamate under high-quality formula, and trace raw materials of the products, to meet the consumer’s demands for safety and health.

    • B. We will continue developing differential products, and will approach to developing new convenient foods so as to expand the growth momentum.

  • 2) Disadvantages:

    • A. Increasingly raising costs of raw materials and packaging materials, strong position of modern channels, downturn of traditional canned foods, and constant increase in sales ratio of modern channels and channel fees, affect the benefits.

      • B. In recent years, as more and more consumers enhance health awareness, consumer still have prejudice that preservatives are added to the canned foods to extend the shelf life, which leads to decrease of purchase intention.

      • C. As the consumers changes their diet habits, and convenience of eating out is improved, demands for the traditional canned foods are declined, affecting development of the overall market.

  • B. Food Business - Mainland China

  • (I) Chilled business in Mainland China:

  • Yogurt:

    • (1) Sales areas of major commodities:

Eastern China is the core operation area. The Company also focuses on development of markets in key cities in Northern China, Southern China, Southwestern China and Central China. The Company has not sold the products aboard.

  • (2) Market share: At present, the market share in China is as follows-
Marketshare:Atpresent,themarketsharein China isasfollows-
Main region Marketshare
EasternChina 4.4%
--Shanghai 8.4%
--Jiangsu 4.2%
--Zhejiang 3.9 %
  • (3) Future market supply, demand and growth potential:

Based on the market survey data, in 2020, the retail sales and turnover of chilled yogurt were declined by -11.1% and -12.5% compared with that in 2019. In 2020, overall consumption was reduced due to influence of COVID-19. Overall turnover of basic yogurt, the main sub-category of the chilled yogurt market segment (accounting for 51.9% of the chilled yogurt) is declined, among which, bottled yogurt experiences the most serious decline (sales volume and turnover were declined by -41.0% and - 41.2% respectively on a year-on-year basis). As the two major markets of chilled yogurt (accounting for 54.2% among the market shares of chilled yogurt in total), Southeastern China and Northern China experienced decline in retail sales by -10.2% and -15.1% respectively compared with that in the last year. In addition, Southern China, Central China and Southwestern China also experience decline by -13.8%, - 14.2% and -3.5% respectively on a year-on-year basis.

Yogurt is good for improving immunity. Dairy products that have health properties and live bacteria ingredient are becoming well received; low-temperature disinfection and whole-process cold chain of chilled yogurt can better maintain the health ingredients of the products. With respect to long-term market, with improvement of cold chain logistics construction level and continuous education of the consumers in Mainland China, the trend of replacement of the non-refrigerated products with the chilled products is obviously accelerated, and the future growth is promising.

(4) Business targets:

usinesstargets:
Major Product Annualestimated sales volume (ton)
WeiChuan Yogurt 35,530
  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. With huge market potential, the chilled yogurt is experiencing relatively stable overall development in the past 3 years. In 2020, impact of non-refrigerated products and influence of epidemic are the main reasons for recession in 2020. Now, as the epidemic is under control, popularity of vaccine will promote consumption growth and is conductive to category improvement.

      • B. With obvious high-end trend, Wei Chuan continues investing resources to operate the yogurt brands, and will gradually complete transformation to middle-end and high-end brand by virtue of brand promotion and production line expansion.

      • C. To meet the demand for consumption upgrading an grasp the market trend, in 2020, Wei Chuan also approaches to the middle-end and high-end yogurt markets while improving the layout of basic market. Wei Chuan seizes highquality uses by launching differentiated new products (spoon food/ cup food), so as to improve the professional brand image and seize the market share of yogurt.

    • 2) Disadvantages:

      • A. Competition of milk source is still fierce; international trade environment is unstable, and costs of raw milk, milk powder and other raw materials continuously rise. Meanwhile, the current scale effect of Wei Chuan’s yogurt is insufficient, and the requirement on quality of raw material is higher than the competitive products, resulting in no price competitiveness.

      • B. Rapid industry change, fast replacement of manufacturer, domination of national and regional chilled yogurt brands, higher product innovation requirements, short lifetime, and replacement by substitutes make development and marketing of new products more difficult.

      • C. Market capacity of the main markets Eastern China and Northern China is the main recession range, and stock competition is intensified.

  • Lactobacillus:

  • (1) Sales areas of major commodities:

Southern China, Northern China and Southern China are the core operation areas of lactobacillus. Southwestern China and Central China focus on development in key cities. At present, the Company does not sell products aboard.

(2) Market share: Current market share in China

Main region Marketshare
Eastern China (Shanghai/ Jiangsu/
Zhejiang/Anhui/ Jiangxi)
13.8%
Northern China (Beijing/ Tianjin/ Hebei/
Shandong/ Shanxi/Liaoning)

3.7%
Southern China(Guangdong/ Fujian) 0.6%

(3) Future market supply, demand and growth potential:

According to the market survey data, in 2020, the retail sales and turnover of chilled lactobacillus decreased by -16.7% and -18.7% respectively, mainly because high sugar content of lactobacillus is inconsistent with the consumption trend of the consumers. Meanwhile, faster innovation and upgrading of drinks lead to reduction in purchase or turn to low-sugar substitutes. In the future, as the consumers enhance their awareness of intestinal health and personalized consumption, it is expected that low-sugar taste, functional enhancement and cross-industry innovation of beverage will become an important driving force for category growth.

With respect to segment market of specification, the overall market is composed of 100ml, 300-500ml and other specifications, among which, the market share of 100ml is 62.0%, increased by 5.8ppts compared with that in the last year; the market share of 300-500ml is 25.5%, declined by 4.8ppts compared with that in the last year; top brands in the category are gradually increasing the market shares for 100ml, to guide transfer of consumption. It is expected that small specification will become the future development trend of the basic lactobacillus products.

(4) Business targets:

Major Product Annual estimated sales volume (ton) Wei Chuan Lactobacillus 33,780

  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. Product of this category still maintains market size of NT$ 8.2 billion. Live bacteria is good for intestinal health with increasing attention. Wei Chuan has fully promoted product, brand and package upgrading in 2020. In the future, Wei Chuan will focus on 800E Live Bacteria and advertise “one bottler after meal”, to continue strengthening functionality and demand scenarios.

    • B. Wei Chuan Lactobacillus has certain competitiveness in Southern China and Beijing markets. Meanwhile, as low-sugar product is the market development trend, Wei Chuan Lactobacillus meets the needs of the consumers with low sugar and less burden.

    • C. We will maintain the performance of key channels, and strengthen the layout of new retail products in Taiwan. Main specification focuses on 400ml, with side development of 100ml small specification and 850ml family pack, to seize the market share together.

  • 2) Disadvantages:

    • A. Significant raising of the costs of main raw materials such as dried skim milk and white sugar has great impact on gross profits of the products.

    • B. The whole market in Taiwan has suffered serious recession. High sugar content becomes the main drawback of the product. Moreover, there are many functional alternative drinks in the market. Thus, the whole category of product experience serious downturn.

    • C. Due to pressure in respect to sales volume, the major manufacturers have enhanced promotion efforts to seize the stock market. Yakult has strong brand barriers (with market share about 50% nationwide). White-hot competition situation has been existing in the lactobacillus market for a long term.

    • D. Large manufactures introduce non-refrigerated lactobacillus production line. Low-price competition under the advantage of cost has significant impact on sale of chilled products.

3. Juice:

  • (1) Sales areas of major commodities:

The product is mainly sold in Southern China, Northern China, Southern China region and key cities in Southwestern China and Central China. At present, the Company does not sell products aboard.

  • (2) Market share: Current market share in China
Main region Marketshare (100% purefruitjuice)
Eastern China (Shanghai/ Jiangsu/
Zhejiang/Anhui/ Jiangxi)
58.3%
Northern China (Beijing/ Tianjin/ Hebei/
Shandong/ Shanxi/ three northeast
provinces ofChina)
17.2%
SouthernChina(Guangdong/Fujian) 40.7%
Southwestern China (Sichuan/
Chongqing)
23.8%
CentralChina(Hunan/ Shaanxi) 13.7%
  • (3) Future market supply, demand and growth potential: According to the market survey data, in 2020, the market retail sale and turnover of 100% pure fruit juice decreased by -28.4% and -26.1% respectively. The market share in Mainland China decreased to 4.9%. Compared with the consumption structure of the fruit juice drinks in the developed countries, there is still a large potential for development of pure fruit juice. Meanwhile, with continuous construction of cold chain logistics infrastructures, large-scale drinks manufacturers seize the market by virtue of their advantages from upstream resources. International brands approach in Chinses markets. In the future, it is expected to promote continuous expansion of the pure fruit juice drinks.

  • (4) Business targets:

pure fruit juice drinks.
Businesstargets:
Major Product Annualestimated sales volume (ton)
WeiChuan Daily C 65,642
  • (5) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. At present, Wei Chuan Daily C has the largest market share in the pure fruit juice market nationwide. The market share in key area Eastern China is 58.3% (increased by +3.0% on a year-on-year basis). At present, Eastern China and Southern China have established stronger leading advantages.

    • B. Wei Chuan Daily C optimized the benefits from advertising on media in 2020. With steady operation and continuous improvement on brand penetration rate, Wei Chuan has successfully built the leader image of Daily C 100% Pure Fruit Juice.

    • C. In response to diversified consumption scenarios and consumption upgrading trend, Wei Chuan will continue making use of its powerful technical innovation and product R&D capability to promote segment market layout and expand target consumer groups, leading the market development of the chilled fruit juice drinks.

    • D. While maintaining the stable operation in Eastern China, the Company strengthens market penetration and consumer development in Northern China, Southern China and Central China to increase the sales.

  • 2) Disadvantages:

    • A. Fluctuation of the international trade environment has great impact on the costs of the imported raw materials for fruit juice, and affects the profitability of the products to a certain extent.

    • B. The overall market volume of the pure fruit juice decreased and the consumption trend is shifted.

    • C. Drinks manufacturers enter the fruit juice drinks market in succession. Nongfu Spring rapidly increases the market share through non-refrigerated NFC drinks. Meanwhile, Nongfu Spring improved the product line layout of nonrefrigerated NFC drinks in 2020. It is expected to become a strong competitor of Wei Chuan in the future.

4. Coffee drinks:

  • (1) Sales areas of major commodities:

Eastern China is the main sales area of coffee drinks. Moreover, the Company also focuses on development in key cities in Northern China, Southern China, Northwestern China and Central China. The Company does not sell products aboard.

  • (2) Future market supply, demand and growth potential: According to the market survey data, coffee market sees rapid growth in the past 3 years. In 2020, the overall retail sales of the ready-to-drink coffee decreased by about

-4% due to impact of the epidemic. After the epidemic situation, demands for coffee increased. The whole market is recovered and sees growth.

With upgrading trend, the main beverage manufacturers have started to established layout for entry to the ready-to-drink coffee market at medium and high price. Retailers also positively develop in-store freshly brewed coffee. The whole market is blossoming.

In a long term, development of middle class accelerates expansion of market demands. The overall RTD coffee market has a promising prospect (growth at 10%-15% in the next 5 years). Education and use expansion in coffee market of Mainland will be still the theme for development of the category. For ready-to-drink coffee brands, cost efficiency and product innovation speed will be the core breakthrough to expand the market share and explore the potential consumers.

(3) Business targets:

Businesstargets:
Major Product Annualsales volume (ton)
Coffee drinks 13,754
  • (4) Advantages and disadvantages of future development:

    • 1) Advantages:

      • A. Double brand layout combining Bernachon and international famous brand successfully explores high-end product line, and category layout of high gross profit and differentiation.

      • B. Urbanization in Mainland China, accelerated development of middle class, strong factors such as preference of coffee, and dramatic increase in per capita drinking in the first and second-tier cities anticipate accelerated expansion of the coffee market. In the next 5 years, penetration rate will be expected to grow rapidly, at annual rate of 8-10%.

      • C. Powerful R&D production capacity, perfect supply chain and quality management, successful stock and a number of seasonal limited and innovative new products meet the consumers’ demands for high quality and personalization.

    • 2) Disadvantages:

      • A. The coffee market in Mainland China is in the process of education for consumers. More manufacturers and brands draw a bead on the coffee market. In the future, entry of more new products leads to fierce market competition.

      • B. Ready-to-drink coffee market still mainly focuses on non-refrigerated coffee. Meanwhile, with rapid approach of a majority of manufacturers to the markets, expansion ability of the chilled product is relatively inadequate. Wei Chuan is faced with greater seepage pressure in outer region.

  • Chilled fresh milk:

  • (1) Sales areas of major commodities:

    • Chilled fresh milk is mainly sold via B2B channel at present. B2C product focuses on Eastern China/ Shanghai. Chilled fresh milk has not been exported yet.
  • (2) Future market supply, demand and growth potential:

According to the market survey data, in 2020, the market share of chilled fresh milk increased by 12% on a year-on-year basis. Over the past years, the market has been experiencing double-digit growth. The market health demand is obvious. As the state vigorously promotes revitalization of dairy industry, and encourages upgrading of dairy consumption and popularization of national diary nutrition knowledge, chilled fresh milk market has entered a golden period of development. In addition, epidemic control process in 2020 also promoted market education and demand outbreak in relation to chilled fresh milk.

(3) Business targets:

Major Product Annual sales volume (ton) Chilled fresh milk 72,865

  • (4) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. In 2020, with the impact of COVID-19, market education of chilled fresh milk in Mainland China was accelerated. Consumers enhance their awareness to drink milk. In combination with the policy regarding revitalization of the dairy industry in Mainland China, it is anticipated that the future fresh milk market demands will increase dramatically.

    • B. For B2C business, “ranches selected by Wei Chuan with strict requirements” maintain the positioning of “good ranch for good milk” to build up the image of high quality. Meanwhile, Wei Chuan also actively develops high-end fresh milk, and approaches to the market with differentiation advantage, so as to meet the consumption upgrading demands and build up the brand image.

    • C. For B2B business, in the first half of 2020, turnover from outdoor consumption experienced serious recession due to impact of the epidemic. In the second half of 2020, as the epidemic was under control, outdoor consumption was recovered, resulted to gradually recovery of sales volume. By the end of 2020, sales volume started to achieve positive growth.

    • D. Wei Chuan Fresh Milk has established higher brand recognition and obtained certain market share in the catering sector. It has successfully been extended to top high quality catering customers. In the future, continuous expansion of chain tea drink stores/ coffee shops/ CVS will be conducive to Wei Chuan Fresh Milk to maintain rapid growth.

  • 2) Disadvantages:

    • A. Rapid integration of resources of ranches, tight raw source supply, raising costs and increasingly fierce stock competition.

    • B. Regional dairy brand has obvious advantages and higher customer’s royalty. Meanwhile, fresh milk is subject to higher supply chain management and terminal return requirements. Thus, it is not easy to achieve regional expansion with limited ranch and production base resources.

    • C. A number of dairy product enterprises, including leading brand of nonrefrigerated product, increase their efforts in full-channel competition of chilled fresh milk (B2C and B2B), which create greater pressure to Wei Chuan’s business growth.

6. Grain milk drinks:

  • (1) Sales areas of major commodities:

Grain milk drinks focus on Eastern China’s market, with a development layout in Northern China. No grain milk drinks have been exported yet.

  • (2) Future market supply, demand and growth potential:

At present, the overall milk drink market is dominated by non-refrigerated category (share of chilled milk drinks is less than 5%). After the epidemic, consumers become more rational, and go after health and high quality. Growth in chilled fresh milk will drive the consumer’s acceptance of milk drinks, and the market share of the chilled milk drinks is increased accordingly.

  • (3) Business targets:
Businesstargets:
Major Product Annualsales volume (ton)
Annual sales volume(tone) 16,085
  • (4) Advantages and disadvantages of future development:

    • 1) Advantages:

      • A. The chilled fresh milk market is gradually expanding, driving the consumer’s acceptance of the milk drinks. The market size is expected to grow.

      • B. Wei Chuan has established a raw milk regulation mechanism. In response to upgrading of consumption and enhancement of consumer’s health awareness, milk drinks return to balanced nutrition. Wei Chuan builds up its dairy product image by introducing new category of flavor milk.

    • 2) Disadvantages:

      • A. Milk drink market is mainly dominated by non-refrigerated products. The chilled milk drink market size remains small, and the growth momentum is inadequate.
  • (II) Nutrition Business in Mainland China:

  • (1) Sales areas of major commodities: The Company’s milk powder is mainly sold in Southern China (Fujian and Guangdong) and Jiangxi in Central China. From the fourth quarter of 2020, the Company adjusted the operation strategies, paid equal attention to infant formula milk powder, baby milk powder and powdered drinks, and planned to launch vegetable protein powder. At present, no products have been exported yet.

  • (2) Market share: At present, the market share of infant milk powder is about 1‰.

  • (3) Future market supply, demand and growth potential: A. Policies:

        - 1) After the measures on registration of infant formula milk powder are implemented, the first-class domestic branches further increase the market shares by virtue of the channel advantages and policy support. The relevant government administration authorities tend to support the enterprises that have good R&D and quality management capabilities to become bigger/ stronger.
    

2) The 19th Session of the National Congress of CPC pointed out that China will implement the strategy of Health China, and escalate health to the national strategy. Since 2020, major public health events deepened the public awareness of health management, leading to rapid growth in health consumption. With advanced technology, health food process becomes future mature, and the market is further booming.

  • B. Supply:

1) Second formula registration and formula modification in accordance with the new national standards will surely result in dramatic increase in the cash costs, time costs and opportunity costs of the enterprises, and foreign manufacturers even have greater time costs. Thus, a considerable number of enterprises will give up secondary registration for some product series, which will release a lot of market spaces. It is necessary to accelerate the market layout, and occupy the market shares of the small and medium brands on the premise of secured profitability.

2) The nutrition industry sees rapid growth. There is no absolute leading enterprise. Domestic brands are showing more and more powerful vitality. It also means that the industry is still on the rise, and relevant enterprises are faced with huge development opportunity.

  • C. Demands:

It is estimated that in the next 3 years, China’s newborn population rate will be declined to less than 10‰ year by year. Infant formula milk powder will continuously maintain negative growth. Aging trend of the population structure

is obvious. With enhancement of health awareness, nutrition products for adults and middle-aged and elderly people have larger space for development.

  • (4) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. External advantages:

      • a. Domestic aging trend becomes prominent, but the awareness on nutrition supplement for children is enhanced. At the same time, industry standards for foods for adults are relatively loose, which is conductive to the development of baby milk powder and nutrition products.

      • b. High gross profit rate of nutrition enterprise attracts many manufacturers, which are mainly SMEs with low market concentration. Lading enterprises have not established the significant barrier advantage, which provides opportunity for approaching to the nutrition market.

    • B. Internal advantages:

      • a. The Company has the qualification for production of infant and baby products, which is conductive to building up professional brand image.

      • b. R&D capability and quality control enables the Company to have competitiveness advantage against the domestic small and medium brands, which is conducive to expansion of the product lines.

      • 2) Disadvantages:

        • A. The birth rate is decreased year by year. Meanwhile, the market pattern of the infant formula milk powder presents a trend of centralization. The market share of the first-class domestic brands is increased continuously, with further narrow channels and increased resource input, leading to more fierce competition.

        • B. Product type of the nutrition market is diversified. However, the level of homogenization is high with strong substituting ability. To make a breakthrough, new entrants need to have unique product innovation and sales channels to quickly enter the market.

  • C. Packaging Material Business:

  • (I) Modules:

    • (1) Sales areas of major commodities: Mainland China, Taiwan, Middle East, Europe, Indonesia, etc.

    • (2) Future market supply, demand and growth potential: Consumer’s health awareness is enhanced. Growth of PET packaged tea drinks has tended to ease in the past two years. In the future, drinking water will be a relatively stable product for the growth of PET package.

    • (3) Advantages and disadvantages of future development:

      • 1) Advantages:

        • A. King Can Industry Corp. has accumulated many years of PET mold design experience, and will further optimize the mold structure, improve the manufacturing process and reduce costs to expand the market shares.

        • B. Cooperation with Italian PET Company expands external sales of the Group.

      • 2) Disadvantages:

        • A. Die and module enterprises in Mainland strive for the market shares with lowprice strategies. Competition of the same trade by price cutting is obviously increased.

        • B. Lack of international talents, and other weak foreign business and after-sale service capabilities.

        • C. There is no PET blowing mould development and testing equipment. Test is relied on customers. The Company is unable to establish the independent ability for one-stop R&D service.

(II) Molding:

  • (1) Sales area of major commodities: Taiwan, Japan, Korea and USA.

  • (2) Future market supply, demand and growth potential:

  • A. Rubber cap: Domestic beverage market constantly introduces new taste. The growth space of the overall domestic market is limited, with the need to compete with the existing manufacturers in a reasonable price range. Currently, it is necessary to cooperate with development toward large-caliber cap market, expand the product advantages and differentiation.

  • B. Coffee cup lid: The coffee drink markets at home and aboard are growing stably. In particular, the ready-to-drink coffee are launched by the chain convenient stores, which is in line with the modern people’s demand for speed and convenience. Thus, in the future, molding growth momentum will develop towards coffee cup lid.

  • C. Plastic fork and spoon: Old products including pudding cups, yogurt cups and other desert products, will take aim at market development at home and aboard in the form of plastic fork and spoon in the future due to limited growth space.

  • D. Vacuum molding: In response to enhanced awareness of environmental packaging materials at home and aboard, market demands for food packaging materials in

vacuum molding will increase significantly, to lay a foundation for vacuum molding market in terms of equipment procurement, staff training and other preparations. In the future, vacuum molding products will become one of the major sources for operating income.

  • (3) Advantages and disadvantages of future development:

    • 1) Advantages:

      • A. As new food products are constantly introduced and launched, molding injection manufacturers have more opportunities to receive orders.

      • B. Complete product portfolio and good core competitiveness.

      • C. Development towards short-cap market to expand product differentiation.

      • D. Coffee cup lid series are expanded foreign countries to increase growth momentum for performance.

    • 2) Disadvantages:

      • A. Modern channel manufacturers have strong bargaining power, and the channel costs are constantly increased, impairing the operating profits.

      • B. Taiwan’s population growth holds the line, and the main market size is bogged down.

      • C. The market is mature and saturated, with fierce competition.

      • C. Due to drastic fluctuation of oil price, it is difficult to control the costs of raw materials.

  • (III) Assembly:

  • (1) Sales areas of major commodities: Taiwan, Japan, Australia.

  • (2) Future market supply, demand and growth potential:

    • Customers who need to process assembly precision products in Taiwan require higher quality (compared with Mainland) and lower cost (compared with Japan). Only quality of every delivery to the satisfaction of the customer can assure sustainable orders.
  • (3) Advantages and disadvantages of future development:

    • 1) Advantages:

      • A. Adjust product accessories according to the customer’s needs to reduce costs and deepen customer’s attachment.

      • B. Strong core competitiveness and good customer reputation.

      • C. Influence of aging population and growth of medical device market demand.

    • 2) Disadvantages:

      • A. Domestic auto parts market is bogged down.

      • B. Products denominated in USD are subject to drastic fluctuation of exchange rate, adversely affecting export price.

  • (IV) Can making:

  • (1) Sales areas of major commodities: Commodities are mainly sold at home.

  • (2) Future market supply, demand and growth potential:

Domestic tin cans in food market are approaching saturation. In the future, there is need to strengthen product promotion and introduce diversified products to meet the needs of the processing plants.

  • (3) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. With enhanced health awareness of modern people, sales of organic grain cans and health-care milk powder cans are increased.

    • B. Sales of Taiwan’s tea promoting tea cans of Mainland China see growth.

  • 2) Disadvantages:

        - A. With low birth rate, sales volume of infant formula milk powder cans go to the dogs.
    
        - B. Market competition of tin cans is fierce; the unit price cannot be raised up, and the gross profit is relative low.
    
  • D. Import and Export Trades:

  • (I) Dairy products and raw materials:

    • (1) Sales areas of major commodities: including Taiwan and China.

    • (2) Market supply, demand and growth potential in Taiwan: Taiwan’s dairy product consumption market is relatively mature. Fresh chilled liquid milk is the main fresh milk processing product, and is oriented by the domestic consumption demand. However, as the domestic raw milk has higher cost, and the breeding conditions are bad for large-scale production expansion, the milk source is insufficient. In order to meet the refresh milk demand and to be used in processing of other dairy products, domestic manufacturers of the dairy products have to rely on imported milk raw materials. Affected by COVID-19, in 2020, Taiwan imported liquid milk of about 20.9 thousand tons, declined by about 65% compared with that in 2019. It is estimated that growth will be recovered after the epidemic slows down in 2021.

    • (3) Market supply, demand and growth potential in China: In 2020, China’s milk (i.e. fresh and raw milk) output was about 34.40 million tons, increased by 7.5% compared with that in 2019; total output of dairy products was 27.80 million tons, increased by 2.8% on a year-on-year basis; output of liquid dairy products was 25.99 million tons, increased by 3.3%, and output of mild powder was 1.01 million tons, declined by 9.4%. However, dairy product marketing enterprises above designated size maintain strong growth trend, reaching NT$ 419.6 billion, increased by 6.2% on a year-on-year basis, of which, sales volume of liquid dairy products was increased by 6.9% compared with that in 2019; revenue of milk powder enterprises was NT$ 73 billion, increased by 0.6% on a year-on-year basis.

    • (4) Advantages and disadvantages of future development:

      • 1) Advantages:

        • Affected by COVID-19, the consumer’s demand for preventive health food is increased, and China’s domestic demand and consumption are upgraded. However, domestic milk production is insufficient for domestic demand. Raw fresh milk is only used to produce fresh products. The gap is relied on raw materials imported from China, leading to growth of demand for raw materials of dairy products, in particular to milk powder.
      • 2) Disadvantages:

        • A. Different progress of epidemic control in different regions increases uncertainty of the whole diary market. It is estimated that output of the main dairy product export areas in the first half of this year is increased by 1.6% on a year-on-year basis. Even the European Union, the largest producer, also experienced relatively slight growth rate. With limited growth in milk output, EU will remain tight in supply of fresh cream and skimmed milk.

        • B. Strong dairy product growth in the United State was also limited in the first half of this year. As the channels for eating out are limited as a whole due to epidemic situation, it is expected that demand for cheese and milk fat will not be increased effectively till the second half of the year.

        • C. Due to the impact of COVID-19 on the world, the transformation and recovery of the consumer’s market, rise of the international raw materials and doubling of global transportation costs, the impact on the dairy market is greater than

that on other markets with relatively closed raw materials. It will be more difficult to grasp the price of the dairy products than that in the past five years.

  • (II) Granulated sugar:

  • (1) Sales areas of major commodities: The granulated sugar purchased by the Company is mainly sold in Taiwan.

  • (2) Competitors and market share:

Granulated sugar used by the food producer in Taiwan is mainly the imported sugar, followed by sugar made by contractual farmers in Taiwan and self-made sugar. Compared with 2019, in 2020, the imported granulated sugar was reduced by about 11% to 590 thousand tons, mainly because the overall demand was declined due to outbreak of COVID-19, leading to decline in import volume.

The market share of the Taiwan’s company is about 52%, while the remaining market share is occupied by the sugar importers or food companies, such as Mitsubishi, Mitsui and other large-scale food raw material trading companies, and food or liquid glucose companies such as Vedan, Tai Jung, Huan T’ai and Feng Nien, etc.

  • (3) Future market supply, demand and growth potential:

    • A. Market supply and demand of granulated sugar:

    • (a) Total domestic market supply: about 600 thousand metric tons.

    • (b) Total domestic market demand: about 500 thousand metric tons.

    • B. With enhanced health awareness, consumers in Taiwan tend to low-sugar or organic diet. Thus, the demand for granulated sugar is relatively reduced, and the market growth is limited.

  • (4) Advantages and disadvantages of future development:

    • 1) Advantages:

    • Although the global sugar supply and demand gap is about 3.5 million tons, leading to sharp rise in international futures price, the costs of the imported granulated sugar remain favorable compared with that of domestic sugar due to higher scale economic costs for limited self-made sugar in Taiwan.

    • 2) Disadvantages:

    • With change to consumer’s diet habits and reduction of sugar used in global food industry, most beverage manufacturers follow the trend, and prioritize development of sugar-free/low-sugar beverages. The overall demand for granulated sugar is weak.

  • (III) Plastic particles:

  • (1) Sales areas of major commodities:

    • The plastic particles purchased by the Company are mainly HDPE, which are sold to the affiliates in Taiwan.
  • (2) Future market supply, demand and growth potential:

    • Severe snowstorms hit Texas in this February, leading to large-scale shutdown of a number of petrochemical plants; especially, ethylene, propylene and many downstream derivatives were almost out of production. Upstream cracking plants, including FPC USA and Exxon Mobil Petrochemical, are forced to stop production of ethylene. Reduced or shutdown yield of upstream raw materials ethylene and propylene for petrochemical industry due to extreme event in the United States this time accounted for 96% and 91% respectively all over the United States, among them, even production of 62% of ethylene was completely closed. PVC and HDPE hindered capacity accounted for more than 80% of the United State’s supply.

Although the producers are speeding up to return to work, the production lines will not be restarted until the petrochemical plants complete inspection and repair. Exports of the United States are expected hard to be fully recovered in a short term. Thus, in

the second quarter, global petrochemical raw material supply and demand are still in a tight state with rising price. Subsequent reconstruction demand of the United State might enlarge the short-term supply gap, affecting the petrochemical market in Asia. OPEC announced that it would maintain the current production cut in April. In addition, Saudi Arabia was willing to extend its production cut of 1 million barrels per day till the end of April. It is optimistic that the oil price maintains steady, to continue providing support to the midstream and downstream petrochemical market.

  • (3) Advantages and disadvantages of future development:

  • 1) Advantages:

    • A. With global vaccination and fiscal incentives of each country, IMF expects that global economic growth rate in this year will be 6% due to strong postpandemic recovery. Taiwan achieved remarkable results in the economic activities. The research agencies increase their forecast of Taiwan’s GDP growth in this year. Taiwan’s government appropriated bailout budgets of NT$ 420 billion last year, which was expected to continue supporting the economic performance this year. Furthermore, Sino-US trade impasse will continue driving money back to Taiwan. Private consumption force is expected to rebound this year.

    • B. In 2021, even though the international crude oil market will be recovered, under controlled supply and balanced supply and demand, and the oil price is expected to boost and recover, it is still necessary to concern about short-term impact of various emergencies on the oil price. It is estimated that the average price of Brent and WTI crude oil per barrel will be in the range of USD 44-54 and USD 41-51.

  • 2) Disadvantages:

    • A. The global supply chain is faced with challenge due to COVID-19. Moreover, blockage of ships in the Suez Canal, which has disrupted movement of many goods including oil and raw materials, has not only severely affected the international trade, but also highlighted the heavy reliance of modern business model on global supply chain. Thus, it will be the main direction for the enterprises to increase inventories and shorten supply chain.

    • B. Stranding of Ever Given exacerbated global container shipping supply and demand, and shortage of containers. Tight shipping capacity increased freight rates from Far East to Europe, Eastern USA, South Africa and West Africa, and also stimulated increase in air cargo rates. With increase in both land and air cargo rates, rise in procurement costs is inevitable.

III. Key Functions and Manufacturing Process of Key Products

  1. Key functions of the key products

Under the mission to create healthy and convenient life culture, the Company develops a variety of foods including dairy products, drinks, cans, sauces and seasoning based on the diet demand of the consumers, so that different age groups of consumers can enjoy delicious, healthy and convenient foods every day. Furthermore, the Company also strictly controls quality and safety of the products, offering customers safe foods and taking care of their health.

  1. Manufacturing process of the key products

The Company applies different R&D and manufacturing technologies based on different categories of the products, and have produced high quality and safe products through strict quality management. See the following figure for the manufacturing process of the key products (such as fresh milk, yogurt juice, coffee and brewed sauce).

(1) Fresh Milk Manufacturing Flow Chart

==> picture [491 x 54] intentionally omitted <==

----- Start of picture text -----

Raw milk Quality Filtering Preparation Quality Homogeneity Sterilization
inspection inspection
----- End of picture text -----

==> picture [357 x 111] intentionally omitted <==

----- Start of picture text -----

Cooling
Filling and
Finished product Quality inspection Storage
packaging
----- End of picture text -----

(2) Yogurt Manufacturing Flow Chart

==> picture [487 x 121] intentionally omitted <==

----- Start of picture text -----

Raw milk Quality Homogeneity Sterilization Cooling Measuring
inspection
Quality
inspection
Finished product Filling and Quality Cultivation Breeding Bacteria seed
packaging inspection
----- End of picture text -----

  • (3) Fruit Juice Manufacturing Flow Chart

==> picture [491 x 184] intentionally omitted <==

----- Start of picture text -----

materials and raw Fruit juice raw Quality inspection Measuring Mixing inspection Quality Sterilization
milk
Mixed water Measuring
Cooling
Quality inspection
Filing, packaging
Finished product
and storage
----- End of picture text -----

(4) Coffee Manufacturing Flow Chart

==> picture [437 x 296] intentionally omitted <==

----- Start of picture text -----

Coffee bean (grinding)
Hot water Measuring Extraction Filtering Cooling
Storage
Milk powder and other
raw materials
Hot water Measuring Mixing Inspection Homogeneity Sterilization
Cooling
Finished product Filling and packaging inspection Quality Storage
----- End of picture text -----

(5) Brewed Sauce Manufacturing Flow Chart

==> picture [474 x 258] intentionally omitted <==

----- Start of picture text -----

Salt water
Defatted soybean Cooking
Yeast Mixed salt Brewing and
Wheat Roasted Mixing making water fermentation
and fried
Pressing
Yeast for soy
sauce
Raw soy
sauce
Quality
inspection
Finished product Filling and packaging inspection Quality Filtering Sterilization Preparation
----- End of picture text -----

IV. Supply of Key Raw Materials

  1. The Company will sign a contract with the dairy farmer to purchase the raw milk from the dairy farmer and provide breeding technology guidance, so as to stabilize the price, quality and supply sources.

  2. Milk powder, fruit juice, dairy raw materials and other bulk raw materials are vulnerable to drastic price fluctuation arising from changes to international futures market, and drastic climate changes, for which the Company has established countermeasures to stabilize the source and assure production.

  3. Most of other raw materials are supplied from the domestic sources. Due to price increase in upstream raw materials, the costs of some categories are increased. However, the Company has prepared for the source of goods in advance, to stabilize the source and assure production.

Product Major raw materials
Main source
Supply
Dairy products
(including soybean
milk)
Raw milk Domestic Stable

Milk powder
New Zealand Stable
Soybean (non-gmo) United States Stable
Juice drinks Granulated sugar Thailand, Domestic Stable
Fruit juice Domestic, Brazil, Spain,
United States, NewZealand
Stable
Coffee Central and South America,
Asia,andAfrica

Stable
Sauce Soybean (non-gmo) United States Stable
Wheat United States Stable
Seasoning Monosodium
Glutamate
Domestic Stable
Cans Pork Domestic Stable
Pickled cucumbers China Stable
Peanut Domestic Stable
Gluten Domestic Stable
  • V. Name and procurement (sale) amount and percentage of customers accounting for 10% or more of total procurement (sale) amount in any given year within the most recent two years:

1. Major suppliers in the past two years:

There are many suppliers for the raw materials required for the products sold by the Company and its subsidiaries. Purchase amount from single external supplier in 2019, 2020 and the first quarter of 2021 was less than 10% of total purchase amount.

2. Major customers in the past two years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Item 2019 2020 2021(As of March31)

Name
Amount Percentage in
total net sales
(%)
Relationship
with the
issuer
Name Amount Percentage
in total net
sales (%)
Relationship
with the
issuer
Name Amount Percentage in
net sales as of
March 31 of the
year(%)

Relationship
with the issuer
1. Customer A 2,618,644
12.95

-
Customer
A
2,856,118
15.31

-
Customer
A

601,116

13.75

-
2. Others 17,609,475
87.05

-
Others 15,794,753
84.69

-
Others 3,770,896
86.25

-
Total 20,228,119
100.00

-
Total 18,650,871
100.00

-
Total 4,372,012
100.00

-

Note: With the name and sales amount of the customers with 10% or more among the total sales of the Company and the subsidiaries in the most recent two years, only Customer A exceeded the disclosure criteria. Other customers did not reach the criteria, and thus their sales amounts were stated in aggregate and not disclosed individually.

VI. Table of Outputs for the Two Most Recent Years

VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years VI. Table of Outputs for the Two Most Recent Years
Unit: NT$thousands
2020 2019
Category of
Production Production Production Production Production Production
Product
Capacity Volume Value Capacity Volume Value
Food manufacturing- Taiwan
Dairy products Tons
100,809
Tons

95,963

5,024,248
Tons

101,813
Tons

101,210

4,978,180
Beverages Tons
62,942
Tons

32,888

1,442,958
Tons

82,998
Tons

29,683

1,271,890
Convenient
foods
Tons
136,402
Tons

9,856

873,531
Tons

135,988
Tons

11,165

754,975
Others 10,913 4,133
389,731

-
3,893
356,466
Subtotal - - 7,730,469
-
- 7,361,511
Food manufacturing- Mainland
Chilled drinks Tons
498,600
Tons

237,455

10,596,772
Tons

432,430
Tons

262,864

11,983,906
Nutrition
products
Tons
10,462
Tons

404

262,950
Tons

10,190
Tons

1,324

526,291
Food services Tons
12,289
Tons

1,580

159,395
Tons

12,690
Tons

1,868

218,822
Subtotal - - 11,019,117
-
- 12,729,019
Total - - 18,749,586
-
- 20,090,530

VII. Table of Sales for the Two Most Recent Years

VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years VII. Table of Sales for the Two Most Recent Years
Unit: NT$ thousands
2020 2019
Category of
Domestic Sales ForeignSales Domestic Sales ForeignSales
Product
Volume Value Volume Value Volume Value Volume Value
Food manufacturing- Taiwan
Dairy Tons Tons
products 92,098
4,857,607

-
4
93,093

4,865,906

-
-
Tons Tons Tons Tons
Beverages
29,429
1,401,841

92

6,575

27,936

1,292,168

75

6,554
Convenient Tons Tons Tons Tons
foods 8,773
701,971

1,948

208,273

8,829

675,330

1,682

181,208
Others 8,832
625,535

7

708

6,352

616,173

13

1,401
Subtotal - 7,586,954
-
215,560
-
7,449,577
-
189,163
Food manufacturing- Mainland
Chilled Tons Tons
drinks 234,115
10,735,150

-
- 255,438
12,293,689

-
-
Nutrition Tons Tons
products 343
163,879

-
- 813
308,915

-
-
Food Tons Tons
services 1,532
155,950

-
- 1,945
211,729

-
-
Subtotal - 11,054,979
-
- - 12,814,333
-
-
Total - 18,641,933
-
215,560 - 20,263,910
-
189,163
Percentage

of sales
98.9% 1.1% 99.1% 0.9%
value

Note: With domestic sales and foreign sales, domestic sales refer to the sales in the local place of the Company and its subsidiaries.

VIII. Employees

Number of Employees in the Most Recent Two Years and as of the Date of Publication of the Annual Report

nnual Report
Year 2019 2020 As of April 25,2021
Number of
Employees
Employees Operation 990 999 967

Production
600 574 565
Management 603 549 508
Operators 926 894 866
Total 3,119 3,016 2,906
Average Age 38.5 39.0 39.3
Average Service Year 9.8 10.1 10.3
Academic
Distribution Ratio
PhD 0.19% 0.23% 0.24%
Master 7.53% 7.59% 7.95%
Bachelor 53.0% 53.08% 51.93%
High school 29.63% 29.58% 30.14%
Below high school 9.65% 9.52% 9.74%

IX. Environmental Protection Expenditures

(I) Losses from Polluting Environment in the Recent Years

2020
Pollution status Violation of the Air
PollutionControl Act
Violation of the Water
PollutionControl Act
Violation of the Waste
Disposal Act
Compensation
Target or
Punishing Unit
Government of Taipei
City
Government of Yunlin
County
Government of Yunlin
County
Compensation
Amount or
Punishment
In violation of
paragraph 1, Article 36
of the Air Pollution
Control Act
Fine of NT$6,000
In violation of Article 108 of
the Water Pollution Control
Measures and Test Reporting
Management Regulations
Fine of NT$30,000
In violation of subparagraph
1, paragraph 1, Article 31,
the Waste Disposal Act
Fine of NT$ 6,000
Other losses None None None
  • (II) Responsive Actions

In order to promote the Company’s image and corporate social responsibility, and meet the environmental standards published by the government, the Company proposes to implement the following environmental improvement plan:

  1. Improvement measures:

  2. (1) Conformity with the relevant environmental standards published by the government.

  3. (2) Estimated environmental protection expenses in the next three years

Unit: NT$ thousands

Unit: NT$ thousands
Relevant works of wastewater treatment
equipment
Relevant works of waste disposal
facilities
2022
2023
2024
$10,000
$12,000
$12,000
$10,000
$12,000
$12,000
Total $20,000
$24,000
$24,000
  • (3) Greenhouse gas evaluation and verification (subject to ISO 14064 Internal Audit Standards):

  • A. A.Douliu Plant passed the greenhouse gas emission evaluation and verification of BSI on January 18, 2012, and obtained the certificate on February 6, 2012.

  • B. A.Taichung Plant passed the greenhouse gas emission evaluation and verification of BSI on January 28, 2014, and obtained the certificate on February 24, 2014.

  • C. A.Kaohsiung Plant has made self-evaluation and verification for greenhouse gas since 2014 (subject to ISO 14064 Internal Audit Standards).

Data regarding greenhouse gas emission is as follows:

Unit: MTCE
Plant 2013 2014 2015 2016 2017 2018 2019 2020 Note
Douliu Plant 21,931 19,188 14,340 14,470 13,487 13,533 11,467 10,572 Taking 2010 as the base
year
Taichung Plant 12,342 10,026 8,862 8,271 6,919 7,685 7,113 7,670 Taking 2012 as the base
year
Kaohsiung
Plant
13,584 12,734 11,587 12,460 12,735 12,571 12,797 12,876 Taking 2013 as the base
year

2. Parts without responsive actions: None

X. Labor Relationship

  • (I) The labor human rights policies and the occupational safety and health polices established by the Company to protect the basic human rights and relevant interest of the employees, the effective occupational safety and health management system maintained by the Company, the rules regarding benefits, continuing education, training and retirement and implementation thereof, labor agreements and measures for protection of the employees’ rights and interest are as follows:

1. Employee Benefits

The Company integrates the resources of the whole company and the Employee Welfare Committee to plan diversified welfare measures for the employees:

  • (1) Subsidies: including education sponsorship for the employees and their children; hospitalization allowance and funeral allowance for the employees and their direct relatives; marriage allowance, childbirth allowance of the employee and their spouses, and lunch allowance, etc.

  • (2) Events: Staff travel, mountaineering and recreational activities.

  • (3) Gifts: Festival gifts, staff birthday gifts, and commemorative gold coin for staff retirement.

  • (4) Concessions: Concessions on fresh milk, drinks and other products, concessions for travel and catering with partners.

  • (5) Insurances: Labor insurance, national health insurance, and employee group insurance (including life insurance, accident insurance, cancer insurance and medical insurance).

  • (6) Other items: Emergency rescue loans, and physical examination.

  • Continuing Education and Training

In order to cultivate and retain the excellent talents, and enhance the Company’s competitiveness, the Company establishes a function-based corporate university education and training system, and designs a variety of courses in combination of the actual professional needs and future career development through internal work process, operation system, analysis on functional work at all levels and TTQS talent development quality system.

In light of TTQS talent development quality system, the Company formulates the annual education and training plan based on the annual strategic objectives, the curriculum of the corporate university and the annual performance evaluation results. The Company will implement and review the achievements of the training courses on time, including trainee’s satisfaction, study evaluation and other aspects, to continue improving the training effect.

Furthermore, depending on individual work and development needs, the employees may request for external training to attend the courses organized by the external professional institutions in the way of recommendation by the HR Department, designation by the department or individual enrollment, so as to improve individual competence.

  1. Retirement System and Implementation Status

  2. For the employees to whom the old labor pension system is applicable, based on the different pension planning on the date of retirement, the Company will pay pension at maximum 50% up to the base under the Labor Standard Act to the employees who will retire before March 9, 1996, and will pay pension to the employees who will retire after March 10, 1996 (inclusive) according to the relevant standards under the Labor Standard

Act. Every year, the Company will entrust an external professional agency to calculate and appropriate the pension. The Company will pay 15% of the total salary to the labor pension account with the Bank of Taiwan every month, and will appropriate full amount of pension contribution by the end of the year according to regulations. Reserves for labor pension will be stated in the Company’s accounts as liabilities, in order to give priority to the retirement rights and interest of the employees.

For the employees to whom the new labor pension system is applicable, the Company will deposit 6% out of the insurance pay in the labor’s individual pension account with the Labor Insurance Bureau every month according to laws.

  1. Labor Agreements, and Right and Interest Protection Measures The Company has formulated the “Measures for Prevention and Controlling Employee Sexual Harassment” and the “Measures for Handling Employee Complaints”, to provide the employees with a safe working environment, and sets up the special lines and mailboxes for sexual harassment and complaints. Upon receipt of complaints from the employees, the Company shall have the complaints addressed by the special units and personnel according to the relevant regulations. The Company shall protect the individual rights and privacy of the employees in question.

The Company pays attention to the recommendations of the employees, and takes the initiative to hold the labor relationship meeting, trade union meeting, meetings of directors, supervisors, Employee Welfare Committee and Labor Pension Supervision Committee to promote communication among employees. In addition to the role of supervision, the Trade Union also positively negotiates with the Company to protect the rights and interest of its members. Each department shall hold communication meeting from time to time, so as to build consensus through continuous negotiation, and promote harmonious labor relationship.

  1. Code of Conduct for Employees

  2. The Company’s working rules stipulate various codes of conduct or ethics for the employees, which are listed as essential items for the year-end assessment. For the implementation of various codes, a complete reward and punishment system is also established as the basis for reward and punishment.

The employees of the Company shall comply with the following code of conduct:

  • (1) Employees shall be royal to their duties, say and do properly, comply with the Company’s rules and regulations, obey the reasonable command of the supervisors at all levels, act in good faith; supervisors at all levels shall kindly guide the subordinates.

  • (2) Employees shall work in earnest, cherish publish property, reduce waste and loss, improve quality, increase output and sales, and keep confidential the information about business or position.

  • (3) Employees shall perform the duties, and make report step by step according to their rights and responsibilities. However, any emergency or special circumstances shall be exempted from the above provisions.

  • (4) If the employees have gross negligence, their direct supervisor shall be published jointly and severally. If the employees achieve critical merits, their direct supervisors shall be also awarded jointly and severally.

  • (5) During the working hours, the employees may receive the visitors in the designated place only with approval.

  • (6) Employees shall not engage in any business that has interest conflict with the Company without permission.

  • (7) Without written consent of the Company, no employees shall take a part-time job.

  • (8) Employees shall not accept any hospitality, gifts or other improper benefits from the manufacturers.

  • (9) Employees shall not gain benefits for themselves or others by taking advantage of their position.

  • (10) Employees shall not bring any prohibited articles into the workplace.

  • (11) Employees shall not provide external guarantee by taking advantage of their position.

  • (12) After work, the employees shall properly tidy up the documents or tools for work before leaving.

  • (13) Employees shall comply with the Company’s safety and health related regulations.

  • Protective Measures for Working Environment and Personal Safety of the Employees A safe working environment is the most basic commitment given by the Company to the employees. The Company shall formulate the occupational safety and health management policies, reduce the potential accidents through systematic management, and create a safe and secure working environment in accordance with the laws and regulations. The Company’s disabling frequency rate is lower than the average of the food and beverage manufacturing sector and the state, while the disabling injury severity rate is superior to that of the food manufacturing peers. In order to make our employees feel more secure while working, all our plants have passed OHSAS 18001 (International Occupational Health and Safety Management System) and CNS 15506 (Taiwan Occupational Safety and Health Management System, that is, TOSHMS) certification. Besides, with respect to renewal of OHSAS 18001 Certificate before March 2021 in accordance with ISO 45001 (Occupational Health and Safety Management System), the Company has made deployment in advance. All plants have obtained ISO45001 certification in 2019 ahead of time. By virtue of the background and activities of the

management system evaluation organization, the Company identifies the hazards in the organization, continues improving the OHS targets and performance, and intensifies the risk prevention measures, so as to guarantee physical and mental health of the employees, and safety of the working environment.

The protective measures taken by the Company for the working environment and the employees’ personal safety are as follows;

  • (1) Establish OSH management system, and continue improving OSH performance.

  • (2) Implement management of the contracting work, and guarantee safety of the contractors.

  • (3) Periodically check, inspect and maintain the machinery equipment.

  • (4) Periodically implement safety inspection for the fire equipment, to ensure normal performance.

  • (5) Implement the safety and health education and training to build the employee’s safety working awareness.

  • (6) Organize emergency drills and exercise, to strengthen the employee’s emergency response capabilities.

  • (7) Promote electronic management of access control, to ensure safety of the employees going in and out.

  • (8) Implement working environment monitoring and health inspection, to provide a safe and healthy working environment.

  • (9) Regularly organize audit and guidance for the internal guards, to ensure effective operation of the security management system.

  • Codes of Ethical Conducts

Article 1 (Purpose and Scope of Application)

The Code of Ethical Conduct is formulated to guide the conducts of the Company’s directors, managers (including General Manager and officers at equivalent level, Vice General Manager and officers at equivalent level, Directors and officers at equivalent level, heads of the Finance Department and the Accounting Department, and other persons who are authorized to manage the affairs of the Company and sign documents on behalf of the Company) and all employees (hereinafter referred to as the “Company’s personnel”) in compliance with the ethical standards, and enable the stakeholders of the Company to have a better understanding of the ethical standards of the Company. Article 2 (Prevention of Conflict Of Interest)

The Company’s personnel shall perform their duties in an objective and efficient manner, and shall avoid to take advantage of their position in the Company to obtain improper benefits for either themselves, their spouse, or relatives within the second degree of kinship.

The Company shall pay special attention to preventing conflicts of interest, and state clearly whether there is a potential conflict of interest with the Company when the Company lends funds to or provides guarantees for, has material asset transaction with or purchases goods from or sells goods to the affiliated company in which the aforementioned personnel works.

Article 3 (Prevention of Personal Gains)

The Company’s personnel shall not:

  • (I) Seek an opportunity to pursue personal gain by using the Company’s property or information or taking advantage of their positions.

  • (II) Obtain personal gain by using the Company’s property or information or taking advantage of their positions.

(III) Compete with the Company.

When the Company has an opportunity for profit, it is the responsibility of the Company’s personnel to maximize the reasonable and proper interests and benefits which can be so obtained by the Company.

Article 4 (Confidentiality Obligations)

The Company’s personnel shall be bound by the obligation and duty to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except otherwise authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company or the suppliers and customers.

Article 5 (Fair Trade)

The Company's personnel shall treat the Company’s buyers (sellers), competitors and employees fairly, and shall not gain improper benefits through use, concealment or abuse of the information that is known in duty performance, misstatement of important events or other unfair means of transactions.

Article 6 (Protection and Proper Use of the Company’s Properties)

It is the responsibility of the Company's personnel to protect the Company's assets and ensure that the Company’s assets can be used effectively and legally for the business affairs, and protected from theft, negligence or waste with impairment on the Company’s profits.

Article 7 (Compliance with Laws and Regulations)

The Company’s personnel shall comply with the Company Act, the Securities and Exchange Act, and other applicable laws, regulations and bylaws.

Article 8 (Encouraging Report on Illegal or Unethical Conducts)

The Company shall raise awareness of ethics internally and encourage employees to report to managers, chief internal auditor or other appropriate personnel upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct.

In order to encourage employees to report illegal conduct, the Company shall establish a concrete whistleblowing system, allow anonymous whistleblowing, deal with the case in a confidential way, make objective investigation via independent channel, and make employees aware that the Company will use its best efforts to ensure the safety of whistleblowers and protect them from reprisals.

Article 9 (Disciplinary Measures)

When the Company’s personnel violate the Code of Ethical Conduct, the Company shall take actions according to the relevant regulations, and shall also disclose at the Company’s website the date of violation, reasons for violation, violated provisions and disciplinary actions taken.

The Company shall establish a relevant complaint system to provide the violator against the Code of Ethical Conduct with remedies. Article 10 (Procedure for Exemption)

Where the Company’s personnel are required to be exempted from this Code, such exemption shall be approved by resolution of the Board of Directors, and the Company shall disclose at the Company’s website such information on the date of approval by the Board of Directors, independent directors’ dissenting or qualified opinions, the period for which the exemption is applicable, the reason for the exemption, and the criteria for

the exemption, for shareholders to assess if said resolution made by the Board of Directors is appropriate, to prevent arbitrary or questionable exemptions from complying with the Code and to ensure that any exemptions from complying with the Code are controlled appropriately to protect the Company.

Article 11 (Information Disclosure)

The Company shall disclose the Code of Ethical Conduct it has established and any amendments thereto on its company website, in its annual reports and prospectuses, and on MOPS.

Article 12 ( Establishment and Amendment Authority)

Establishment and amendment of the Code shall be subject to consent of the Company’s Board of Directors.

Article 13 (Date of Establishment and Amendment)

The Code is established on March 28, 2013, and amended by the first amendment dated May 13, 2014, the second amendment dated March 29, 2016 and the third amendment dated November 9, 2020.

(II)Losses sustained as a result of labor disputes in most recent years and up to the date of publication of the annual report (including violation by the labor inspection results against the Labor Standards Act, please specify the date of punishment, punishment official letter number, violated regulation, contents of violated regulation, and contents of punishment), and the estimated amounts to be incurred currently and in the future, and the responsive actions to be taken:

Labor inspection results in violation of the Labor Standards Act are as follows:

Punishment
Date of Violated Contents of Violated Contents of
S/N
Official Letter
Punishment Regulation Regulation Punishment

Number
Labor Standards
The extended working
Act hours exceed the NT$ 160
Paragraph 2, provisions of the laws thousand
Kao Shih Lao Article 32 andregulation
1 January Tiao Tzu No. Paragraph 2,
7,2021
10941662500 Article 34, No days off are given
NT$ 20
Labor Standards
according to regulations
thousand
Act in case of shift system.

Responsive actions: Urge the production department to properly arrange the working hours of the employees, e.g., the extended working hours together with the normal working hours shall not exceed 12 hours a day; the extended working hours shall not exceed 46 hours in a month.

To properly arrange the rest time for the employees, strictly control the attendance hours of the personnel, establish the early warning mechanism, and avoid insufficient rest time due to overtime work.

XI. Important Contracts

Nature of
Contract
Party Contract Duration Main Contents Restrictions
Medium
and Long-
term Loans
Far East
Bank
2020.09.22~2023.09.22 Amount of Loans: NT$ 600,000 thousand;
Interest Rate:1.24%;
Collateral:Douliu Plant

During the term of the loans, the
Company shall maintain three
fiscal ratios, that is liability-
equity ratio below 425%; the
interest coverage ratio more than
double; tangible net worth more
than NT$4 billion.
Medium
and Long-
term Loans
United
Overseas
Bank
2020.05.09~2022.04.30 Amount of Loans: NT$ 1,700,000 thousand;
Interest Rate:1.38%;
Collateral: Taichung
Plant

During the term of the loans, the
Company shall maintain three
fiscal ratios, that is, liquidity
ratio above 80%, liability-equity
ratio below 350%, and tangible
net worth more than NT$ 6
billion.
Medium
and Long-
term Loans
Sunny Bank 2019.12.31~2022.12.30 Amount of Loans: NT$ 517,000 thousand;
Interest Rate:1.27%;
Collateral: Taichung
Nantun Distribution
Center

None
Medium
and Long-
term Loans
ROC Bonds 2020.06.18~2022.06.17 Amount of Loans: NT$ 119,867 thousand;
Credit Interest
Rate:1.19%.

None

Chapter 6. Financial Overview

  • I. Condensed Balance Sheets and Condensed Consolidated Statements of Comprehensive Income for the Last 5 Years

  • (I) Balance Sheet

    1. Condensed Consolidated Balance Sheet - IFRSs

Condensed Balance Sheet

Unit: NT$ thousands

Year
Item
Year
Item

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)
Financial
data as of
March 31,
2021
(Note 2)
2016 2017 2018 2019 2020
Current assets 19,715,510 19,706,970
8,996,892

6,536,514

5,875,356
6,092,481
Property,
plant
and
equipment

11,781,890
11,223,740
9,934,574

9,780,396

9,426,888
9,317,254
Intangible assets 87,159
94,067

138,316

149,594

174,911

172,579
Other assets 2,283,374
1,837,865

2,172,915

2,630,439

2,554,366
2,752,639
Total assets 33,867,933 32,862,642 21,242,697 19,096,943 18,031,521 18,334,953
Current
liabilities
Before
distribution
22,986,719 19,050,319 11,746,178
7,290,451

6,105,443
6,163,084
After
distribution
22,986,719 19,050,319 12,151,028
7,965,488

6,373,656
6,431,297
Non-current liabilities 3,791,828
6,004,407

3,296,077

4,862,697

5,070,290
5,250,788
Total
Liabilities
Before
distribution
26,778,547 25,054,726 15,042,255 12,153,148 11,175,733 11,413,872
After
distribution
26,778,547 25,054,726 15,447,105 12,828,185 11,443,946 11,682,085
Equity attributable to
owners of parent
company
4,684,029
5,174,330

6,188,035

6,935,868

6,847,705
6,644,642
Share capital 5,060,629
5,060,629

5,060,629

5,060,629

5,060,629
5,060,629
Capital surplus 688
688

31,936

36,103

36,113

36,115
Retained
earnings
Before
distribution

(361,846)

258,836

1,234,238

2,141,842

2,003,464
2,087,914
After
distribution

(361,846)

258,836

829,388

1,466,805

1,735,251
1,819,701
Other equity interest (15,442) (145,823) (138,768) (302,706) (252,501) (271,803)
Treasury Stock - - - - - -
Non-controlling
interest
2,405,357
2,633,586

12,407

7,927

8,083

8,226
Total
equity
Before
distribution

7,089,386

7,807,916

6,200,442

6,943,795

6,855,788
6,921,081
After
distribution

7,089,386

7,807,916

5,795,592

6,268,758

6,587,575
6,652,868

Note 1: The financial data from 2016 to 2020 has been audited by CPAs.

Note 2: The financial data for the first quarter of 2021 has been reviewed by CPAs. Note 3: The Company’s 2020 Earnings Distribution Proposal was approved by the Board of Directors on March 29, 2021 to distribute cash dividends of NT$ 268,213 thousand.

2. Condense Parent Company Only Balance Sheet - IFRSs

Condensed Balance Sheet

Unit: NT$ thousands

Year
Item
Year
Item

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)
2016 2017 2018 2019 2020
Current assets 2,223,342
2,218,081

3,649,892

2,168,951

2,319,896
Property, plant and
equipment
7,230,949
6,647,352

4,991,711

4,891,241

3,687,645
Intangible assets - - - - -
Other assets 8,298,072
8,636,729

7,010,180

6,810,081

7,119,765
Total assets 17,752,363
17,502,162

15,651,783

13,870,273

13,127,306
Current
liabilities
Before
distribution
9,541,633
6,703,279

6,447,090

2,571,963

2,182,988
After
distribution
9,541,633
6,703,279

6,851,940

3,247,000

2,451,201
Non-current liabilities 3,526,701
5,624,553

3,016,658

4,362,442

4,096,613
Total Liabilities
Before
distribution
13,068,334
12,327,832

9,463,748

6,934,405

6,279,601

After
distribution
13,068,334
12,327,832

9,868,598

7,609,442

6,547,814
Equity 4,684,029
5,174,330

6,188,035

6,935,868

6,847,705
Share capital 5,060,629
5,060,629

5,060,629

5,060,629

5,060,629
Capital surplus 688
688

31,936

36,103

36,113
Retained
earnings
Before
distribution
(361,846)
258,836

1,234,238

2,142,842

2,003,464
After
distribution
(361,846)
258,836

829,388

1,467,805

1,735,251
Other equity interest (15,442) (145,823) (138,768) (302,706) (252,501)
Treasury Stock - - - - -
Total equity Before
distribution
4,684,029
5,174,330

6,188,035

6,935,868

6,847,705
After
distribution
4,684,029
5,174,330

5,783,185

6,260,831

6,579,492

Note: The financial data from 2016 to 2020 has been audited by CPAs. Note: There was no parent company only financial reports for the first quarter of 2021.

(II) 1.Condensed Consolidated Statements of Comprehensive Income - IFRSs

Condensed Consolidated Statements of Comprehensive Income

Unit: NT$ thousands

Year
Item

Financial data for the last 5years(Note 1)

Financial data for the last 5years(Note 1)

Financial data for the last 5years(Note 1)

Financial data for the last 5years(Note 1)

Financial data for the last 5years(Note 1)
Financial
data as of
March 31,
2021
(Note 2)
2016 2017 2018 2019 2020
Sales revenue 17,074,511
17,749,330

19,436,763
20,228,119 18,650,871
4,372,012
Grossprofit 4,585,954
5,553,412

6,038,549

6,122,186

5,444,263

1,276,708
Operating (loss) profit (1,387,222) 333,464
513,149

544,606

595,053

95,935
Non-operating income
and expenses
245,236
746,432

479,517

1,184,991

(52,165)

20,680
Net profit (loss) before
tax

(1,141,986)

1,079,896

992,666

1,729,597

542,888

116,615
Income from
continuingoperations
(1,084,302)
893,425

869,091

1,350,879

536,142

84,608
Net income (loss) of
theperiod
(1,084,302)
893,425

869,091

1,350,879

536,142

84,608
Other comprehensive
income or loss for the
period (net amount
after tax)
(357,214)
(172,935)

179

(201,553)

51,721

(19,317)
Total comprehensive
income for theyear
(1,441,516)
720,490

869,270

1,149,326

587,863

65,291
Net profit attributable
to owners of the parent
company

(776,709)

664,257

982,564

1,349,985

535,196

84,450
Net Income
attributable to non-
controllinginterests
(307,593)
229,168

(113,473)

894

946

158
Comprehensive
income attributable to
owners of the parent
company
(1,133,316)
491,446

982,457

1,148,516

586,864

65,148
Comprehensive
income attributable to
non-controlling
interests
(308,200)
229,044

(113,187)

810

999

143
Earnings per Share
(Note 3)
(1.53)
1.31

1.94

2.67

1.06

0.17

Note 1: Financial data from 2016 to 2020 has been audited by CPAs. Note 2: The financial data for the first quarter of 2021 has been reviewed by CPAs. Note 3: Calculated based on the weighted average outstanding shares for the year.

  1. Consolidated Condensed Parent Company Only Statements of Comprehensive Income - IFRSs

Condensed Consolidated Statements of Comprehensive Income

Unit: NT$ thousands

Year
Item

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)

Financial data for the last 5 years (Note 1)
2016 2017 2018 2019 2020
Sales revenue 7,157,761
7,256,372

7,465,839

7,638,740

7,802,514
Gross profit 913,979
1,190,301

1,345,367

1,424,679

1,753,884
Operating (loss) profit (1,158,720)
(629,226)

(432,243)

(260,493)

122,964
Non-operating income and
expenses
116,266
1,233,861

1,310,112

1,824,750

326,821
Net profit (loss) before tax (1,042,454)
604,635

877,869

1,564,257

449,785
Income from continuing
operations
(776,709)
664,257

982,564

1,349,985

535,196
Net income (loss) of the
period
(776,709)
664,257

982,564

1,349,985

535,196
Other comprehensive
income or loss for the
period (net amount after
tax)
(356,607)
(172,811)

(107)

(201,469)

51,668
Total comprehensive
income for theyear
(1,133,316)
491,446

982,457

1,148,516

586,864
Net profit attributable to
owners of the parent
company
(776,709)
664,257

982,564

1,349,985

535,196
Comprehensive income
attributable to owners of the
parent company
(1,133,316)
491,446

982,457

1,148,516

586,864
Earnings per Share
(Note 2)
(1.53)
1.31

1.94

2.67

1.06

Note 1: Financial data from 2016 to 2020 has been audited by CPAs. Note 2: Calculated based on the weighted average outstanding shares for the year Note 3: There was no parent company only financial report for the first quarter of 2021.

(III) Name and opinion of the CPAs for the last 5 years

Year Accounting Firm CPA Audit Opinion
2016 PricewaterhouseCoopers, Taiwan Chang, Tso-Cheng, Chang, Ming-Hui
Hsiao, Chin-Mu, Chang, Ming-Hui
Unmodified Opinion
2017 PricewaterhouseCoopers, Taiwan Unmodified Opinion
2018 PricewaterhouseCoopers, Taiwan Hsiao, Chin-Mu, Wu, Yu-Lung Unmodified Opinion
2019 PricewaterhouseCoopers, Taiwan Wu, Yu-Lung, Hsiao, Chin-Mu Unmodified Opinion
2020 PricewaterhouseCoopers, Taiwan Wu, Yu-Lung, Huang, Shih-Chun Unmodified Opinion

II. Financial Analysis for the Last 5 Years

1. Consolidated financial analysis for the last 5 years - IFRSs

(1) Financial analysis

Year (Note 1)
Analysis Item(Note 3)
Year (Note 1)
Analysis Item(Note 3)

Financial Analysis for the Last 5 Years

Financial Analysis for the Last 5 Years

Financial Analysis for the Last 5 Years

Financial Analysis for the Last 5 Years

Financial Analysis for the Last 5 Years
As of March
31, 2021
(Note 2)
2016 2017 2018 2019 2020
Financial
structure
(%)
Debt-asset ratio 79.07
76.24

70.81

63.64

61.98

63.71
Ratio of long-term capital to
property, plant and equipment
92.36
122.95

95.59

120.72

126.51

127.76
Solvency
%
Current ratio 85.77
103.45

76.59

89.66

96.23

94.73
Quick ratio 26.98
32.35

63.25

68.62

73.90

66.23
Interest coverage ratio -98.23
307.73

371.07

1000.46

461.39

510.56
Operating
ability
Accounts receivable turnover
rate(times)
6.82
6.70

6.77

7.14

7.05

6.82
Average days for cash receipts 53.52
54.47

53.91

51.12

51.77

53.51
Inventoryturnover rate(times) 0.91
0.91

1.83

10.64

10.29

8.68
Accounts payable turnover rate
(times)

8.11

7.66

7.86

8.57

8.45

7.95
Average days for sale ofgoods 401.10
401.09

199.45

34.30

35.47

42.05
Property, plant and equipment
turnover rate(times)
1.39
1.54

1.84

2.05

1.94

1.87
Total assets turnover rate
(times)
0.49
0.53

0.72

1.00

1.00

0.96
Profitability Return on total assets(%) -1.72
3.97

4.30

7.46

3.54

0.59
Return on equity (%) -13.94
11.99

12.41

20.55

7.77

1.25
Pre-tax profit to paid-in capital
(%) (Note 7)
-22.57
21.34

19.62

34.18

10.73

2.30
Netprofit margin(%) -6.35
5.03

4.47

6.68

2.87

1.94
Earningsper share(NT$) -1.53
1.31

1.94

2.67

1.06

0.17
Cash flows Cash flow ratio(%) -4.98
5.16

4.73

19.59

30.69

-4.41
Cash flow adequacyratio(%) 5.08
7.22

5.24

23.55

62.11

77.79
Cash reinvestment ratio(%) -5.77
4.27

2.94

4.72

5.30

-2.44
Leverage Operatingleverage -0.73
6.78

4.44

4.30

4.10

5.51
Financial leverage 0.71
-1.79

3.49

1.54

1.34

1.42
Please explain the reasons for changes to the financial ratio in the last 2 years (Not required if the difference does
not exceed 20%)
(1) Increase in net profits and interest coverage ratio for the year arising from disposal of Buxin’s assets in 2019
was the main reasons for decline in interest coverage ratio.
(2) Decline in post-tax profits was the main reasons for decline in the profitability indicators (gains from disposal
of Buxin’s assets in 2019).
(3) Increase in net cash flows from operating activities for the year was the main reasons for increase in cash flow
indicators.

Please explain the reasons for changes to the financial ratio in the last 2 years (Not required if the difference does not exceed 20%)

(1) Increase in net profits and interest coverage ratio for the year arising from disposal of Buxin’s assets in 2019 was the main reasons for decline in interest coverage ratio.

(2) Decline in post-tax profits was the main reasons for decline in the profitability indicators (gains from disposal of Buxin’s assets in 2019). (3) Increase in net cash flows from operating activities for the year was the main reasons for increase in cash flow indicators.

  • Note 1: The financial data from 2016 to 2020 has been audited by CPAs; the financial data for the first quarter of 2021 has been reviewed by CPAs.

  • Note 2: The companies who are listed or whose shares are traded at securities exchange shall include the financial data for the year one quarter before the publication date of the annual report into the financial statements of the year for analysis.

  • Note 3: The following formula shall be stated at the bottom of the annual report:

  • Financial structures

    • (1) Debt-asset ratio = Total liabilities/Total assets.

    • (2) Ratio of long-term capital to property, plant and equipment = (Total equity + Non-current liabilities)/Net value of property, plant and equipment.

  • Solvency

    • (1) Current ratio = Current assets/Current liabilities.

    • (2) Quick ratio = (Current assets - Inventories - prepaid expenses)/Current liabilities.

    • (3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.

  • Operating ability

    • (1) Receivables (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of receivables (including accounts receivable and notes receivable generated from operations) for each period.

    • (2) Average days for cash receipts = 365/Accounts receivable turnover rate.

    • (3) Inventory turnover rate = Cost of goods sold/Average inventories.

    • (4) Payables (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of payables (including accounts payable and notes payable generated from operations) for each period.

    • (5) Average days for sale of goods = 365/Inventory turnover rate.

    • (6) Property, plant and equipment turnover rate = Net sales/Average net property, plant and equipment.

    • (7) Total assets turnover rate = Net sales/Average total assets.

  • Profitability

    • (1) Return on assets = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.

    • (2) Return on equity = Income after tax/Average total equity.

    • (3) Net profit margin = Income after tax/Net sales.

    • (4) Earnings per share = (Income attributable to owners of the parent company- preferred share dividends)/Weighted average number of shares issued. (Note 4)

  • Cash flows

    • (1) Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.

    • (2) Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends.

    • (3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant and equipment + Long term investment + Other non-current assets + Working capital). (Note 5)

  • Leverage:

    • (1) Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income (Note 6).

    • (2) Financial leverage = Operating income/(Operating income - Interest expenses).

  • Note 4: Special attention shall be paid to the following matters when the calculation formula of earning per share above is used:

  • Shares outstanding is based on weighted average shares, and not based on year end shares outstanding.

  • Circulation period of cash offerings or treasury stock transactions shall be considered in calculating weighted average shares.

  • Earnings appropriation or reserves to paid in capital shall be retroactively adjusted based on the capital increase percentage without consideration of issuing period of such capital increase while earnings per share of the past years and for half of year.

  • If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends)from or added to post-tax net profit. If preferred shares are non-cumulative, in the event of net profits, dividends on preferred shares shall be subtracted after tax, but no adjustments are needed if there are losses.

  • Note 5: Special attention shall be paid to the following matters when cash flow analysis is measured:

  • Net cash flows from operating activities refers to net cash inflows from operating activities in the cash flow statement.

  • Capital expenditures are from the cash outflows on annual capital expenditure.

  • Inventory increases are recognized only when the closing balance is greater than the opening balance, or calculated at zero if the inventories are decreased.

  • Cash dividends include dividends on common shares and preferred shares.

  • Gross amount of property, plant and equipment balance is the total amount of property, plant and equipment after substracting accumulative depreciation.

  • Note 6: The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.

  • Note 7: Where the Company’s shares have no par value or where the par value per share is not NTD 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio attributable to the owner of the parent company of the balance sheet.

2. Financial analysis of parent company only for the last 5 years - IFRSs

(1) Financial analysis

(1) Financial analysis (1) Financial analysis
Year (Note 1)
Analysis Item(Note 2)

Financial Analysis for the Last 5 Years (Note 2)
2016 2017 2018 2019 2020
Financial
structure
(%)
Debt-asset ratio 73.61
70.44

60.46

49.99

47.84
Ratio of long-term capital to
property, plant and equipment
113.55
162.45

184.40

230.99

296.78
Solvency
(%)
Current ratio 23.30
33.09

56.61

84.33

106.27
Quick ratio 16.58
23.67

47.55

62.09

78.14
Interest coverage ratio -479.13
429.09

716.35

2464.07

867.43
Operating
ability
Accounts receivable turnover rate
(times)

8.30

7.58

7.28

7.92

8.79
Average days for cash receipts 43.98
48.15

50.14

46.09

41.52
Inventory turnover rate (times) 8.97
10.01

10.63

10.66

9.85
Accounts payable turnover rate
(times)
8.93
9.5

9.18

9.20

9.27
Average days for sale of goods 40.69
36.46

34.34

34.24

37.06
Property, plant and equipment
turnover rate(times)
0.99
1.05

1.28

1.55

1.82
Total assets turnover rate (times) 0.38
0.41

0.45

0.52

0.58
Profitability Return on total assets (%) -3.35
4.63

6.61

9.50

4.31
Return on equity (%) -14.78
13.48

17.30

20.57

7.77

Pre-tax profit to paid-in capital
(%) (Note 6)
-20.60
11.95

17.35

30.91

8.89
Net profit margin (%) -10.85
9.15

13.16

17.67

6.86
Earnings per share (NT$) -1.53
1.31

1.94

2.67

1.06
Cash flows Cash flow ratio (%) -18.55
-3.86

-2.38

11.79

47.29

Cash flow adequacy ratio (%)
3.50
-37.52

-99.73

-133.64

-29.38
Cash reinvestment ratio (%) -12.50
-1.54

-1.02

-0.58

2.15
Leverage Operating leverage -0.22
-1

-1.73

-3.72

10.06
Financial leverage 0.87
0.77

0.75

0.80

1.91

Please explain the reasons for changes to the financial ratio in the last 2 years (Not required if the difference does not exceed 20%)

  • (1) The ratio of long-term capital to property, plant and equipment is increased mainly due to decrease in net amount of fixed assets (classification of ranch business)

  • (2) Decrease in short-term loans was the main reasons for increase in the liquidity ration and the quick ratio

  • (3) Increase in net profits and interest coverage ratio for the year arising from disposal of Buxin’s assets in 2019 was the main reasons for decline in interest coverage ratio.

  • (4) Decrease in after tax profits (disposal of Buxin’s assets in 2019) was the main reasons for decline in profitability indicators.

  • (5) Increase in the net cash flows from the operating activities in the last 5 years was the main reasons for increase in cash flow indicators.

  • (6) Increase in leverage indicators was attributable to turn loss into profit.

  • Note 1: The above financial data from 2016 to 2020 has been audited by CPAs.

  • Note 2: The following formula shall be stated at the bottom of the annual report:

  • Financial structures

  • (1) Debt-asset ratio = Total liabilities/Total assets.

  • (2) Ratio of long-term capital to property, plant and equipment = (Total equity + Non-current liabilities)/Net value of property, plant and equipment.

  • Solvency

  • (1) Current ratio = Current assets/Current liabilities.

  • (2) Quick ratio = (Current assets - Inventories - prepaid expenses)/Current liabilities.

  • (3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.

  • Operating ability

  • (1) Receivables (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of receivables (including accounts receivable and notes receivable generated from operations) for each period.

  • (2) Average days for cash receipts = 365/Accounts receivable turnover rate.

  • (3) Inventory turnover rate = Cost of goods sold/Average inventories.

  • (4) Payables (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of payables (including accounts payable and notes payable generated from operations) for each period.

  • (5) Average days for sale of goods = 365/Inventory turnover rate.

  • (6) Property, plant and equipment turnover rate = Net sales/Average net property, plant and equipment.

  • (7) Total assets turnover rate = Net sales/Average total assets.

  • Profitability

  • (1) Return on assets = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.

  • (2) Return on equity = Income after tax/Average total equity.

  • (3) Net profit margin = Income after tax/Net sales.

  • (4) Earnings per share = (Income attributable to owners of the parent company- preferred share dividends)/Weighted average number of shares issued. (Note 3)

  • Cash flows

  • (1) Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.

  • (2) Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends.

  • (3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant and equipment + Long term investment + Other non-current assets + Working capital). (Note 4)

  • Leverage:

  • (1) Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income (Note 5).

  • (2) Financial leverage = Operating income/(Operating income - Interest expenses).

  • Note 3: Special attention shall be paid to the following matters when the calculation formula of earning per share above is used:

  • Shares outstanding is based on weighted average shares, and not based on year end shares outstanding.

  • Circulation period of cash offerings or treasury stock transactions shall be considered in calculating weighted average shares.

  • Earnings appropriation or reserves to paid in capital shall be retroactively adjusted based on the capital increase percentage without consideration of issuing period of such capital increase while earnings per share of the past years and for half of year.

  • If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends)from or added to post-tax net profit. If preferred shares are non-cumulative, in the event of net profits, dividends on preferred shares shall be subtracted after tax, but no adjustments are needed if there are losses.

  • Note 4: Special attention shall be paid to the following matters when cash flow analysis is measured:

  • Net cash flows from operating activities refers to net cash inflows from operating activities in the cash flow statement.

  • Capital expenditures are from the cash outflows on annual capital expenditure.

  • Inventory increases are recognized only when the closing balance is greater than the opening balance, or calculated at zero if the inventories are decreased.

  • Cash dividends include dividends on common shares and preferred shares.

  • Gross amount of property, plant and equipment balance is the total amount of property, plant and equipment after substracting accumulative depreciation.

  • Note 5: The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.

  • Note 6: Where the Company’s shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio attributable to the owner of the parent company of the balance sheet.

6.3 Audit Committee's report for the most recent year's financial statement

Wei Chuan Foods Corp.

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements and Proposal for Earnings Distribution, among which, the Financial Statements have been audited by PricewaterhouseCoopers, Taiwan, for which the audit report has been issued accordingly. The above Business Report, Financial Statements and Proposal for Earnings Distribution have been examined and reviewed by the Audit Committee, and no irregularities were found. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Sincerely

2021 Annual Shareholders’ Meeting of Wei Chuan Foods Corp.

Convener of Audit Committee’s Meeting:

LI, ZHI-PING

March 29,2021

IV. Consolidated Financial Reports for the Recent Years and Auditor’s Report

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000255

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, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, “Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as of and for the year ended December 31, 2019. 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

~3~

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 2020 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 2020 consolidated financial statements are stated as follows:

Estimation of sales incentives

Description

Refer to Note 4(31) 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(23) for details of revenue.

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

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

~4~

How our audit addressed the matter

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

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

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

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

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

Evaluation of inventories

Description

Refer to Note 4(12) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.

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

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

How our audit addressed the matter

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

  1. Obtained the policies for inventory valuation and determined whether the policies

~5~

applied in provision of allowance for inventory valuation losses in the different periods are in agreement.

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

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

  3. Obtained net realizable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

Other matter – Parent company only financial reports

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, 2020 and 2019.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic

~6~

alternative but to do so.

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

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

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

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

~7~

  1. 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.

  2. 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.

  3. 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.

~8~

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

Wu, Yu-Lung

Huang, Shih-Chun

For and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2021

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

~9~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1) and 8
6(3)
6(3)
6(3) and 7(2)
7(2)
6(4)
7(2)
6(2)
6(5)
6(6) and 8
6(7)
6(8) and 8
6(9)
6(10)
6(30)
6(11) and 8
December31, %
11
-
13
1
-
-
7
1
-
33
-
-
52
3
1
1
1
7
2
67
100
2020
December31, 2019
Amount
1,905,431
$ 21,996
2,277,509
213,946
82,476
4,241
1,204,996
158,563
6,198
5,875,356
33,452
17,686
9,426,888
629,264
131,801
174,911
121,744
1,348,994
271,425
12,156,165
18,031,521
$
Amount
2,221,758
$ 26,308
2,363,467
274,378
101,985
5,351
1,266,774
267,267
9,226
6,536,514
33,443
18,306
9,780,396
662,640
133,733
149,594
104,519
1,407,368
270,430
12,560,429
19,096,943
$
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable due from related parties, net
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair value through profit or loss
1550
Investments accounted for using the equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1830
Non-current biological assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
12
-
12
1
1
-
7
1
-
34
-
-
51
4
1
1
1
7
1
66
100

(Continued)

~10~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Notes
Amount
%
Amount
%
6(13)
1,770,429
$ 10
3,159,229
$ 17
6(14)
349,939
2
40,000
-
6(23)
90,909
1
70,944
-
299
-
6,602
-
1,485,952
8
1,507,668
8
7(2)
65,716
-
60,108
-
6(15) and 9(1)
2,076,044
12
1,998,678
10
54,051
-
153,534
1
78,278
-
108,922
1
6(16)
133,826
1
184,766
1
6,105,443
34
7,290,451
38
6(16)
3,549,532
20
3,130,080
17
6(30)
831,224
4
987,384
5
161,093
1
154,431
1
6(17)
528,441
3
590,802
3
5,070,290
28
4,862,697
26
11,175,733
62
12,153,148
64
6(19)
5,060,629
28
5,060,629
27
6(20)
36,113
-
36,103
-
6(21)
682,715
4
551,470
3
302,706
2
-
-
1,018,043
6
1,590,372
8
6(22)
252,501)
(
2)
(
302,706)
(
2)
(
6,847,705
38
6,935,868
36
8,083
-
7,927
-
6,855,788
38
6,943,795
36
9
11
18,031,521
$ 100
19,096,943
$ 100
December31,2020
December31,2019
December31, 2019
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of parent
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Total equity attributable to owners of parent
36XX
Non-controlling interests
3XXX
Total equity
Significant contingent liabilities and unrecognised contract
commitments
Significant events after the balance sheet date
3X2X
Total liabilities and equity
17
-
-
-
8
-
10
1
1
1
38
17
5
1
3
26
64
36
-
36
100

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

~11~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

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

Items Notes
Amount
%
Amount
%
6(23) and 7(2)
18,650,871
$ 100
20,228,119
$ 100
6(4)(28) and 7(2)
13,206,608)
(
71)
(
14,105,933)
(
70)
(
5,444,263
29
6,122,186
30
6(28)
3,826,312)
(
21)
(
4,403,028)
(
22)
(
789,926)
(
4)
(
921,574)
(
4)
(
229,180)
(
1)
(
235,496)
(
1)
(
12(2)
3,792)
(
-
17,482)
(
-
4,849,210)
(
26)
(
5,577,580)
(
27)
(
595,053
3
544,606
3
6(24)
22,816
-
44,720
-
6(25) and 7(2)
274,506
2
228,186
1
6(26)
198,643)
(
1)
(
1,103,465
6
6(27)
150,224)
(
1)
(
192,079)
(
1)
(
6(5)
620)
(
-
699
-
52,165)
(
-
1,184,991
6
542,888
3
1,729,597
9
6(30)
6,746)
(
-
378,718)
(
2)
(
536,142
$ 3
1,350,879
$ 7
Year ended December 31
2020
2019
Year ended December 31 Year ended December 31
2020 2019
%
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss (profit) of associates and joint ventures accounted
for using the equity method
7000
Total non-operating income and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
7

(Continued)

~12~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

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

Items Notes
Amount
%
Amount
%
6(18)
1,469
$ -
37,524)
($ -
1,469
-
37,524)
(
-
51,133
-
165,756)
(
1)
(
6(30)
881)
(
-
1,727
-
50,252
-
164,029)
(
1)
(
51,721
$ -
201,553)
($ 1)
(
587,863
$ 3
1,149,326
$ 6
535,196
$ 3
1,349,985
$ 7
946
-
894
-
536,142
$ 3
1,350,879
$ 7
586,864
$ 3
1,148,516
$ 6
999
-
810
-
587,863
$ 3
1,149,326
$ 6
6(31)
6(31)
Year ended December 31
2020
2019
1.06
$ 2.67
$ 1.06
$ 2.67
$
Year ended December 31 Year ended December 31 Year ended December 31
2020 %
Amount
%
-
37,524)
($ -
-
37,524)
(
-
-
165,756)
(
1)
(
-
1,727
-
-
164,029)
(
1)
(
-
201,553)
($ 1)
(
3
1,149,326
$ 6
3
1,349,985
$ 7
-
894
-
3
1,350,879
$ 7
3
1,148,516
$ 6
-
810
-
3
1,149,326
$ 6
2019
1.06
2.67
$ 1.06
2.67
$
2019
%
Components of other comprehensive income (loss) that will
not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Exchange differences on translation
8399
Income tax related to components of other comprehensive
income(loss) that will be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be
reclassified to profit or loss
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interests
Profit for the year
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Total comprehensive income
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year
-
-
6
7
-
7
6
-
6
2.67
$ $ 2.67

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

~13~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Year ended December 31,2019 Notes Equityattributable to owners ofparent Equityattributable to owners ofparent
Ordinaryshare
5,060,629
$ -
-
-
-
-
-
-
5,060,629
$ 5,060,629
$ -
-
-
-
-
-
-
-
5,060,629
$
Capital surplus
31,936
$ -
-
-
-
-
4,167
-
36,103
$ 36,103
$ -
-
-
-
-
-
10
-
36,113
$
Retained earnings
Legal reserve
475,607
$ -
-
-
75,863
-
-
-
551,470
$ 551,470
$ -
-
-
131,245
-
-
-
-
682,715
$
6(22)
6(21)
6(21)
4(3)
6(22)
6(21)
6(21)
6(21)
4(3)
Balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of 2018 retained
earnings
Legal reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by
shareholders
Changes in non-controlling interests
Balance at December 31, 2019
Year ended December 31,2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Appropriation and distribution of 2019 retained
earnings
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by
shareholders
Changes in non-controlling interests
Balance at December 31, 2020

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

~14~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense
Amortisation expense
Expected credit loss
Interest expense
Interest income
Net gain on financial assets or liabilities at fair value through profit
or loss
Proceeds from disposal of non-current assets classified as held for sale
Share of profit (loss) of associates accounted for using the equity method
Losses on disposal of property, plant and equipment and biological assets
(Reversal of) impairment loss on property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Current contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
2020
2019
542,888
$ 1,729,597
$ 6(28)
1,083,955
1,040,251
6(28)
21,123
19,469
12(2)
23,575)
(
35,814)
(
6(27)
150,224
192,079
6(24)
22,816)
(
44,720)
(
6(26)
9)
(
5)
(
6(26)
-
1,269,341)
(
6(5)
620
699)
(
6(26)
36,969
93,895
6(26)
9,720)
(
55,867)
(
-
13)
(
4,316
27,159
81,874
236,220
60,432
57,048)
(
47,575
88,120
61,778
4,920
108,704
28,700
3,028
414
1,035
1,085)
(
19,965
26,916
6,303)
(
777)
(
21,716)
(
108,139)
(
5,608
33,340)
(
120,101
272,592)
(
3,293)
(
587)
(
50,580)
(
100,144
2,212,183
1,707,857
22,816
44,720
156,864)
(
192,870)
(
204,516)
(
131,274)
(
1,873,619
1,428,433
Year ended December 31
Year ended December 31 Year ended December 31
2019
1,428,433

(Continued)

~15~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of non-current assets classified as held for sale
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of biological assets
Proceeds from disposal of biological assets
Increase in other non-current assets - prepayments for business facilities
Decrease (increase) in other non-current assets - guarantee deposits paid
Decrease (increase) in other non-current assets - restricted bank deposits
Income taxes paid
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Payments of lease liabilities
Repayments of long-term borrowings
Proceeds from long-term borrowings
Decrease in other non-current liabilities - guarantee deposits received
Dividends paid
Changes in non-controlling interests
Proceeds from dividends unclaimed by shareholders
Net cash flows used in financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2020
2019
-
$ 2,107,824
$ -
27,942
6(32)
493,109)
(
1,013,269)
(
7,416
47,165
6(9)
47,990)
(
34,788)
(
6(32)
63,331)
(
66,700)
(
17,634
33,790
54,139)
(
49,437)
(
6(11)
2,932
5,162)
(
6(11)
2,000
1,500)
(
-
471,152)
(
628,587)
(
574,713
6(33)
1,388,800)
(
1,067,846)
(
6(33)
310,000
110,000
6(33)
149,891)
(
155,269)
(
6(33)
1,139,045)
(
1,949,909)
(
6(33)
1,505,418
797,462
6(17)
11,774)
(
54,283)
(
6(21)
675,037)
(
404,850)
(
843)
(
5,270)
(
10
4,167
1,549,962)
(
2,725,798)
(
11,397)
(
45,165)
(
316,327)
(
767,817)
(
6(1)
2,221,758
2,989,575
6(1)
1,905,431
$ 2,221,758
$ Year ended December 31
Year ended December 31 Year ended December 31
2019
2,221,758
$

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

~16~

WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. History and Organisation

  • (1) Wei Chuan Foods Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) and other related regulations in September 1953. The Company is primarily engaged in manufacturing, processing and sale of dairy products, beverages and instant foods. The information regarding the main business activities that the Company and its subsidiaries (the “Group”) are engaged in is provided in Note 4(3).

  • (2) The Company’s shares have been listed on Taiwan Stock Exchange since February 1962.

2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation

  • These consolidated financial statements were authorised for issuance by the Board of Directors on March 29, 2021.

3. Application of New Standards, Amendments and Interpretations

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

follows:
New Standards, Interpretations and Amendments Effective date by
International Accounting
Standards Board

Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of
material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark
reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
Note: Earlier application from January 1, 2020 is allowed by FSC.
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020 (Note)

~17~

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

follows:
New Standards, Interpretations and Amendments
Effective date by
International Accounting
Standards Board

Amendments to IFRS 4, ‘Extension of the temporary exemption from
applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest
Rate Benchmark Reform - Phase 2’

January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

as endorsed by the FSC are as follows:
New Standards, Interpretations and Amendments
Effective date by
International Accounting
Standards Board

Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, ‘Insurance contracts’
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 8, ‘Definition of accounting estimates’

January 1, 2022
To be determined by
International Accounting
Standards Board
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023

~18~

New Standards, Interpretations and Amendments
Effective date by
International Accounting
Standards Board

Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a
contract’
Annual improvements to IFRS Standards 2018–2020

January 1, 2022
January 1, 2022
January 1, 2022

The Group continually evaluates the impact of the above standards and interpretations to the Group’s consolidated financial condition and financial performance. The quantitative impact will be disclosed when the assessment is complete.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

~19~

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • B. Subsidiaries included in the consolidated financial statements:

Name of investor
Name of subsidiary
Wei Chuan Foods
Corporation
KING CAN INDUSTRY
CORPORATION
Wei Chuan Foods
Corporation
CHINA YOUTH CO., LTD.
Wei Chuan Foods
Corporation
KANG CHUAN ENGINEERING
CO., LTD.
Wei Chuan Foods
Corporation
CONCOURSE
INTERNATIONAL INC.
Wei Chuan Foods
Corporation
Cheng Shuen Nung Ranch Dairy
Co., Ltd.
Wei Chuan Foods
Corporation
THAI WEI-CHUAN CO., LTD.
Wei Chuan Foods
Corporation
WEI-CHUAN INTERNATIONAL
LIMITED
Main business activities Ownership (%) Description

December
31, 2020
December
31, 2019
98.68
98.68
99.79
99.79
99.85
99.85
99.99
99.99
100.00
-
60.00
60.00
100.00
100.00
Process, manufacture and trade
of tinplate products such as tin
cans, tin boxes and bottle caps
Trade of vegetables and fruits as
well as agricultural and fishery
products
Planning, design and
implementation of construction
projects
General import and export trade
business
Livestock farm management
Food processing
General investment

Note 1
Note 2
Note 3
Note 4
Note 5
None
None

~20~

Name of investor
Name of subsidiary
Wei Chuan Foods
Corporation
WEI-CHUAN (BVI) CO., LTD.
Wei Chuan Foods
Corporation
WEI-CHUAN ASIAN
INVESTMENT LIMITED
KING CAN INDUSTRY
CORPORATION
KingCan (BVI) Corporation
KingCan (BVI)
Corporation
KUNSHAN KING CAN MOLD
INDUSTRIAL CO., LTD.
CONCOURSE
INTERNATIONAL INC.
CONCOURSE
INTERNATIONAL LIMITED
CONCOURSE
INTERNATIONAL
LIMITED
HANGZHOU CONCOURSE
TRADING CO., LTD.
WEI-CHUAN
INTERNATIONAL
LIMITED
WEI-CHUAN ASIAN
INVESTMENT LIMITED
WEI-CHUAN (BVI) CO.,
LTD.
Hangzhou Weichuan
Biotechnology Foods Co., Ltd.
WEI-CHUAN (BVI) CO.,
LTD.
HANGZHOU WEI-CHUAN
FOOD CO., LTD.
WEI-CHUAN (BVI) CO.,
LTD.
WEI CHUAN FOODS
INVESTMENT CO., LTD.
HANGZHOU
WEI-CHUAN FOOD
CO., LTD.
SUZHOU WEI-CHUAN FOODS
CO., LTD.
WEI CHUAN FOODS
INVESTMENT CO.,
LTD.
LANGFANG WEI-CHUAN
FOODS CO., LTD.
Main business activities Ownership (%) Description

December
31, 2020
December
31, 2019
100.00
100.00
1.00
1.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.00
99.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
General investment
General investment
General investment
Manufacture of food molds and
injection molds
General investment
General import and export trade
business
General investment
Manufacture and sale of food
products such as milk powder,
rice and wheat powder and
solid drinks
Manufacture and brand
marketing of refrigerated dairy
beverages
General investment
Manufacture and brand
marketing of refrigerated dairy
beverages
Manufacture and brand
marketing of refrigerated dairy
beverages

None
None
None
None
None
None
None
None
None
None
None
None

Note 1: On April 25, 2019, the shareholders of the investee resolved to reduce its capital to return the share capital of $158,102, and distribute cash of $111,110 and $111,963 from capital surplus and legal reverse, respectively. The capital reduction and distribution effective date was set on April 30, 2019. The change in non-controlling interests was ($5,016).

On June 21, 2019, the shareholders of the investee resolved to distribute earnings of $19,306 as cash dividends. The ex-dividend effective date was set on July 25, 2019. The change in non-controlling interests was ($254).

On June 22, 2020, the shareholders of the investee resolved to distribute earnings of $61,458 as cash dividends. The ex-dividend effective date was set on June 30, 2020. The change in non-controlling interests was ($809).

~21~

  • Note 2: In November 2016, the shareholders of the investee approved to dissolve the investee, which was approved by the competent authority in January 2017. The investee is in the process of liquidation.

  • Note 3: In December 2016, the Board of Directors of the investee resolved to dissolve the investee.

    • On August 25, 2020, the shareholders of the investee approved to reduce its capital to return the share capital of $23,000. The capital reduction effective date was set on August 26, 2020. The change in non-controlling interests was ($34).
  • Note 4:On August 12, 2019, the Board of Directors of the Company’s wholly-owned subsidiary, CONCOURSE INTERNATIONAL INC. (CONCOURSE), resolved to merge with the Company’s 99.97% owned subsidiary, GREEN GIANT CORPORATION, with CONCOURSE being the surviving company. The merger effective date was set on October 31, 2019 and the merger was approved by the Taipei City Government under the Order No. Fi-chanye-shang-zi-10856236820 , dated November 28, 2019. The change in non-controlling interests was ($20).

  • Note 5: To implement division of services and enhance competitiveness and operational performance, the Company invested $30,000 to establish a wholly-owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd. (Cheng Shuen Nung), in April 2020.

    • The Board of Directors and the shareholders at their meeting on May 11, 2020 and June 23, 2020 resolved to spin off its business relating to the Linfengying Ranch to Cheng Shuen Nung in exchange for 54,929,989 new shares issued by Cheng Shuen Nung at a price of $10 (in dollars) per share at a consideration of $723,035. The ranch related business (including assets, liabilities and operation) was spun off from the Company to Cheng Shuen Nung. The effective date for the spin-off was set on December 31, 2020. The nature of spin off was a group reorganisation, according to IFRS and the letter of the Accounting Research And Development Foundation Interpretation 100-390, the accounting basis of Cheng Shuen Nung was the carrying amounts of assets and liabilities at the effective date for the spin-off.
  • C. Subsidiaries not included in the consolidated financial statements:

Name of investor Name of subsidiary Main business activities Ownership (%) Ownership (%) Description

December
31, 2020

December
31, 2019
WEI-CHUAN ASIAN
INVESTMENT
LIMITED
WEI-CHUAN
INTERNATIONAL
LIMITED

HEALTH CAN DEVELOPMENT
LIMITED
HEILONGJIANG WEI CHUAN
DAIRY CO.
General investment
Dairy and other products
75.00
70.00
75.00
70.00

Note 1
Note 2

~22~

Name of investor
Name of subsidiary
WEI-CHUAN
INTERNATIONAL
LIMITED
HEILONGJIANG WEI CHUAN
FOOD CO.
Main business activities Ownership (%) Description

December
31, 2020
December
31, 2019
67.00
67.00
Condiments and other products
Note 2
  • Note 1: The subsidiary was not included as a consolidated entity in the consolidated financial statements as its asset did not reach 0.05% of total assets of the parent company and it did not have operating revenue.

  • Note 2: The subsidiary was not included as a consolidated entity in the consolidated financial statements as it is in the process of liquidation.

  • D. Adjustments for subsidiaries with different balance sheet dates:

  • None.

  • E. Significant restrictions:

Cash and short-term deposits of $884,424 deposited in Mainland China are under local foreign exchange control which restricts the capital to be remitted outside the borders, except for normal dividend distribution.

  • F. Subsidiaries that have non-controlling interests that are material to the Group:

  • None.

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

~23~

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities, associates and jointly controlled entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii. All resulting exchange differences are recognised in other comprehensive income.

  • (b) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

~24~

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(8) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

~25~

(9) Impairment of financial assets

For financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(10) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

- (11) Leasing arrangements (lessor) operating leases

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(12) Inventories

The perpetual inventory system is adopted for inventory recognition. The cost is determined using the weighted-average method. The fixed production overheads are allocated based on the normal capacity of the production facilities. Normal capacity is the production expected to be achieved on average over a number of periods, taking into account the planned maintenance. The actual level of production may be used if it approximates normal capacity. Ending inventories are stated at the lower of cost and net realisable value. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses.

(13) Investments accounted for using the equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

~26~

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

(14) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

~27~

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 5 ~ 60 years Machinery and equipment 2 ~ 30 years Office equipment 2 ~ 20 years Transportation equipment 2 ~ 10 years Others 2 ~ 30 years

(15) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.

  • The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the amount of the initial measurement of lease liability.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognise the difference between remeasured lease liability in profit or loss.

~28~

(16) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 38 ~ 60 years.

(17) Intangible assets

  • A. Computer software

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 10 years.

  • B. Goodwill

Goodwill arises in a business combination accounted for by applying the acquisition method.

(18) Biological assets

Biological assets are measured at fair value. However, biological assets may be measured at cost less accumulated depreciation if the fair value cannot be obtained from the active market, and the alternative estimation of the fair value is clearly not reliable. They are depreciated over the expected useful life using the straight-line method, which is primarily 5 years. In addition to acquisition cost, feeding costs are capitalised when incurred and are tested annually for impairment. Where there is objective evidence of impairment, an impairment loss is recognised.

(19) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

~29~

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.

(20) Borrowings

  • A. Borrowings comprise long-term and short-term bank borrowings and other long-term and short-term loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

(21) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(22) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges.

  • B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.

(23) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

~30~

(24) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(25) Non-hedging derivatives

Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.

(26) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(27) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

~31~

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

  • ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • iii. Past service costs are recognised immediately in profit or loss.

  • C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ remuneration

  • Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

(28) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

~32~

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(29) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

(30) Dividends

Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by Company’s Board of Directors.

~33~

(31) Revenue recognition

  • A. The Group manufactures and sells food and packaging products. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer. Delivery occurs when the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • B. The products are often sold with volume discounts based on aggregate sales over a 12-month period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated sales discounts and allowances. Accumulated experience is used to estimate and provide for the sales discounts and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. No significant financing component is deemed present as the sales are made with a credit term of 15 to 90 days, which is consistent with market practice.

  • C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

(32) Government grants

Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.

(33) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Group’s Chief Operating Decision Mmaker is responsible for allocating resources and assessing performance of the operating segments.

~34~

5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year ; and the related information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

Based on the Group’s assessment, there is no significant uncertainty in the adoption of the accounting policies.

(2) Critical accounting estimates and assumptions

  • A. Revenue recognition

The Group estimates the incentives relating to the sales revenue based on the agreements. Provisions for such liabilities are recorded as a deduction item to sales revenues when the sales are recognised. The Group reassesses the reasonableness of estimates of incentives periodically.

  • B. Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2020, the Group recognised inventories amounting to $1,204,996.

  • C. Impairment loss on property, plant and equipment

The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

As of December 31, 2020, the Group recognised impairment loss on property, plant and equipment amounting to $9,426,888.

~35~

D. Realisability of deferred tax assets

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Assessment of the realisability of deferred tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred tax assets.

As of December 31, 2020, the Group recognised deferred tax assets amounting to $1,348,994.

6. Details of Significant Accounts

(1) Cash and cash equivalents

ils of Significant Accounts
Cash and cash equivalents
Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
December 31, 2020
3,045
$ 1,330,831
571,555

1,905,431
$
December31,2019
16,099
$ 1,146,196
1,059,463
2,221,758
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. As of December 31, 2020 and 2019, the Group’s cash and cash equivalents amounting to $8,000 and $10,000, respectively, were restricted due to the guarantee deposit paid for the operational use and were reclassified as other non-current assets. Refer to Notes 6(11) and 8 for more details.

(2) Financial assets at fair value through profit or loss

Financial assets
Non-current items:
Unlisted stocks
Valuation adjustment
December 31,2020
465,595
$ 432,143)
(
33,452
$
December 31,2019
469,499
$ 436,056)
(
33,443
$

~36~

  • A. Amounts recognised in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:
Year ended December 31 December 31 December 31
2020 2019
Financial assets and liabilities mandatorily measured at
fair value through profit or loss
Unlisted stocks $ 9
$ -
Financial products -
18
Forward foreign exchange contracts - ( 13)
$ 9 $ 5
  • B. The Group entered into forward foreign exchange contracts to buy USD and sell RMB to hedge exchange rate risk of import and export proceeds. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

  • C. Information relating to credit risk is provided in Note 12(2).

(3) Notes and accounts receivable (including related parties)

Notes receivable
Less: Allowance for uncollectible accounts
Accounts receivable
Less: Allowance for uncollectible accounts
Accounts receivable due from related parties
December 31, 2020
21,996
$ -
21,996
$ 2,324,245
$ 46,736)
(
2,277,509
$ 213,946
$
December 31,2019
26,312
$ 4)
(
26,308
$ 2,428,244
$ 64,777)
(
2,363,467
$ 274,378
$
  • A. Information relating to ageing analysis and credit risk of accounts receivable and notes receivables (including related parties) is provided in Note 12(2).

  • B. As of December 31, 2020 and 2019, accounts receivable and notes receivable were all from contracts with customers. Also, as of January 1, 2019, the balance of receivables from contracts with customers amounted to $2,937,511.

  • C. The Group has no accounts receivable and notes receivable pledged to others.

~37~

(4) Inventories

Raw materials and supplies
Work in progress
Finished goods
Merchandise inventory
Inventory in transit
Raw materials and supplies
Work in progress
Current finished goods
Merchandise inventory
Inventory in transit
Allowance for
Cost
valuation loss
597,058
$ 16,219)
($ 143,450

2,846)
(
464,281
19,271)
(
38,687

159)
(
15
-
1,243,491
$ 38,495)
($
December 31,2020
Allowance for
Cost
valuation loss
630,850
$ 15,880)
($ 124,345
3,148)
(
490,617
38,614)
(
78,272
133)
(
465
-
1,324,549
$ 57,775)
($ December 31,2019
Book value
580,839
$ 140,604
445,010

38,528

15

1,204,996
$ Book value
614,970
$ 121,197
452,003
78,139

465
1,266,774
$

A. The above inventories were not pledged as collateral.

B. The cost of inventories recognised as expense for the year:

Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
Cost of goods sold $ 12,936,087
$ 13,801,787
(Gain on reversal of) loss on decline in market value ( 19,280)
1,880
Loss on scrapping inventory 195,333 220,188
Revenue from sales of scraps ( 11,018)
( 8,604)
Loss on excess capacity 105,486 90,682
$ 13,206,608
$ 14,105,933

Gain on reversal of decline in market value was because of the sale of inventories previously written down which was charged to cost of goods sold.

~38~

(5) Investments accounted for using the equity method

December 31,2020 December 31,2019
Shareholding Shareholding
Associates: Book value ratio Book value ratio
FU TING FOODS CO., LTD. $ 17,686
37.50% $ 18,306
37.50%

The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:

As of December 31, 2020 and 2019, the carrying amount of the Group’s individually immaterial associates amounted to $17,686 and $18,306, respectively.

YearendedDecember31 YearendedDecember31 YearendedDecember31
2020 2019
Profit (loss) for the year from continuing operations ($ 620)
$ 699
Other comprehensive income, net of tax - -
Total comprehensive (loss) income ($ 620) $ 699

(Remainder of page intentionally left blank)

~39~

(6) Property, plant and equipment

Property, plant and equipment
At January 1
Cost
Accumulated depreciation and impairment

Opening net book amount as at January 1
Additions
Disposals
Reclassifications
Depreciation expense
Reversal of (impairment loss)
Net exchange differences
Closing net book amount as at December 31
At December 31
Cost
Accumulated depreciation and impairment
2020
Land
2,800,985
$ 6,910)
(

2,794,075
$ 2,794,075
$ -
-

-
-

-
-
2,794,075
$ 2,800,985
$ 6,910)
(

2,794,075
$
Buildings and
structures
3,850,180
$ 1,689,249)
(

2,160,931
$ 2,160,931
$ 3,867
923)
(

2,993
116,992)
(

728

17,166
2,067,770
$ 3,877,962
$ 1,810,192)
(

2,067,770
$
Machinery and
equipment
6,618,170
$ 4,270,778)
(

2,347,392
$ 2,347,392
$ 58,630
2,638)
(

193,851
453,012)
(

2,431)
(
24,438
2,166,230
$ 6,874,140
$ 4,707,910)
(

2,166,230
$
Office
equipment
774,422
$ 653,237)
(

121,185
$ 121,185
$ 22,266
122)
(

4,957
43,346)
(

-
432
105,372
$ 787,201
$ 681,829)
(

105,372
$
Unfinished
construction
Transportation
and equipment
equipment
under acceptance
410,655
$ 620,443
$ 390,164)
(
-

20,491
$ 620,443
$ 20,491
$ 620,443
$ 2,836
319,822
130)
(
-

1,202
206,407)
(
10,442)
(
-

-
-
96
9,778
14,053
$ 743,636
$ 404,395
$ 743,636
$ 390,342)
(
-

14,053
$ 743,636
$
Others
4,566,660
$ 2,850,781)
(
1,715,879
$ 1,715,879
$ 49,645
15,466)
(
50,581
285,517)
(
11,423
9,207
1,535,752
$ 4,625,546
$ 3,089,794)
(
1,535,752
$
Total
19,641,515
$ 9,861,119)
(
9,780,396
$
9,780,396
$ 457,066
19,279)
(
47,177
909,309)
(
9,720
61,117
9,426,888
$
20,113,865
$ 10,686,977)
(


9,426,888
$

~40~

2019

At January 1
Cost
Accumulated depreciation and impairment
Opening net book amount as at January 1
Additions
Disposals
Reclassifications
Depreciation expense
Reversal of (impairment loss)
Net exchange differences
Closing net book amount as at December 31
At December 31
Cost
Accumulated depreciation and impairment
Land
2,793,788
$ 6,910)
(
2,786,878
$ 2,786,878
$ -
-
7,197
-
-
-
2,794,075
$ 2,800,985
$ 6,910)
(
2,794,075
$
Buildings and
structures
3,963,415
$ 1,656,132)
(
2,307,283
$ 2,307,283
$ 6,298
48,878)
(
15,181
121,690)
(
51,211
48,474)
(
2,160,931
$ 3,850,180
$ 1,689,249)
(
2,160,931
$
Machinery and
equipment
6,327,388
$ 4,046,979)
(
2,280,409
$ 2,280,409
$ 94,839
11,810)
(
463,129
422,344)
(
3,856
60,687)
(
2,347,392
$ 6,618,170
$ 4,270,778)
(
2,347,392
$
Office
equipment
752,212
$ 640,461)
(
111,751
$
111,751
$ 43,614

418)
(
9,006
41,466)
(
97
1,399)
(
121,185
$ 774,422
$ 653,237)
(
121,185
$
Transportation
equipment
427,129
$ 390,113)
(
37,016
$ 37,016
$ 2,385
2,486)
(
1,047
17,051)
(
-
420)
(
20,491
$ 410,655
$ 390,164)
(
20,491
$
Unfinished
construction
and equipment
under acceptance
454,375
$ -
454,375
$ 454,375
$ 634,840
-
452,322)
(
-
-
16,450)
(
620,443
$ 620,443
$ -
620,443
$
Others
4,627,750
$ 2,670,888)
(
1,956,862
$ 1,956,862
$ 197,341
1,707)
(
132,765)
(
271,464)
(
703
33,091)
(
1,715,879
$ 4,566,660
$ 2,850,781)
(
1,715,879
$
Total
19,346,057
$ 9,411,483)
(
9,934,574
$
9,934,574
$ 979,317
65,299)
(
89,527)
(
874,015)
(
55,867
160,521)
(
9,780,396
$
19,641,515
$ 9,861,119)
(
9,780,396
$

A. The Group’s property, plant and equipment are for its own use.

  • B. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • C. The above land items include $63,860 of farmland both as of December 31, 2020 and 2019. The title to the farmland will be transferred to the Company following the change of land category. However, the land was pledged as collateral in the amount of $86,300 to the Company in order to safeguard the interests of the Company.

  • D. The amounts of interest capitalised, which were calculated based on monthly average interest rates, for the years ended December 31, 2020 and 2019 were $223 and $428, respectively.

  • E. Information about the (gain on reversal of) impairment loss on property, plant and equipment is provided in Note 6(12).

~41~

(7) Leasing arrangements - lessee

  • A. The Group leases various assets including land, offices, warehouses, machinery and equipment and business vehicles. Rental contracts are typically made for periods of 1 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets cannot be subleased, lent, sold or granted in any different form to third parties without the consent of the lessor.

  • B. The carrying amount of right-of-use assets and the depreciation expense are as follows:

Land
Buildings and structures
Machinery and equipment
Transportation equipment
Land
Buildings and structures
Machinery and equipment
Transportation equipment
December31,2020
December31,2019
Carrying amount
Carrying amount
377,797
$ 381,494
$ 240,530
273,708
7,773
2,399
3,164
5,039
629,264
$ 662,640
$ YearendedDecember31
December31,2019
Carrying amount
381,494
$ 273,708
2,399
5,039
662,640
$
2020
Depreciationexpense
9,512
$ 149,843
4,294
1,874
165,523
$
2019
Depreciationexpense
9,951
$ 133,888
2,002
994
146,835
$
  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $137,600 and $296,774, respectively.

  • D. Information on profit or loss in relation to lease contracts is as follows:

Information on profit or loss in relation to lease contracts is as follows: as follows:
Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Gain on lease modification
Year ended December 31
2020
10,664
$ 29,478
$ 149
$
2019
13,764
$
33,011
$
-
$
  • E. Apart from the cash outflow for the interest expense on lease liabilities and expenses on short-term lease contracts as aforementioned in Note 6(7)D, the cash outflow resulting from payments of the principal portion of the lease liability amounted to $149,891 and $155,269 for the years ended December 31, 2020 and 2019, respectively.

~42~

(8) Investment property, net

Investment property, net
2020
Buildings and
Land structures Total
At January 1
Cost $ 105,892
$ 95,733
$ 201,625
Accumulated depreciation - ( 49,992)
( 49,992)
Accumulated impairment ( 8,013) ( 9,887) ( 17,900)
$ 97,879 $ 35,854 $ 133,733
Opening net book amount as at
January 1 $ 97,879
$ 35,854
$ 133,733
Depreciation expense - ( 1,932) ( 1,932)
Closing net book amount as at
December 31 $ 97,879
$ 33,922
$ 131,801
At December 31
Cost $ 105,892
$ 95,733
$ 201,625
Accumulated depreciation - ( 51,924)
( 51,924)
Accumulated impairment ( 8,013) ( 9,887) ( 17,900)
$ 97,879
$ 33,922
$ 131,801
2019
Buildings and
Land structures Total
At January 1
Cost $ 113,089
$ 121,729
$ 234,818
Accumulated depreciation - ( 62,969)
( 62,969)
Accumulated impairment ( 8,013) ( 9,887) ( 17,900)
$ 105,076 $ 48,873 $ 153,949
Opening net book amount as at
January 1 $ 105,076
$ 48,873
$ 153,949
Reclassifications ( 7,197)
( 10,974)
( 18,171)
Depreciation expense - ( 2,045) ( 2,045)
Closing net book amount as at
December 31 $ 97,879 $ 35,854 $ 133,733
At December 31
Cost $ 105,892
$ 95,733
$ 201,625
Accumulated depreciation - ( 49,992)
( 49,992)
Accumulated impairment ( 8,013) ( 9,887) ( 17,900)
$ 97,879 $ 35,854 $ 133,733

~43~

  • A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
Rental income from investment property
Direct operating expenses arising from the investment
property that generated rental income during the year
2020
2019
15,606
$
15,952
$ 1,932
$
2,045
$ Year ended December 31
  • B. The fair value of the investment property held by the Group as at December 31, 2020 and 2019 was $757,568 and $922,816, respectively, which was valued based on the transaction prices of similar property in the neighbouring areas. Valuations are categorised within Level 2 in the fair value hierarchy.

  • C. Information about the investment property that was pledged to others as collateral is provided in Note 8.

(9) Intangible assets

Intangible assets
2020
Computer
software Goodwill Total
At January 1
Cost $ 143,908
$ 53,781
$ 197,689
Accumulated amortisation and
impairment ( 48,095) - ( 48,095)
$ 95,813 $ 53,781 $ 149,594
Opening net book amount as at
January 1 $ 95,813
$ 53,781
$ 149,594
Additions - acquired separately 47,990 - 47,990
Amortisation expense ( 21,123)
- ( 21,123)
Net exchange differences 1,141 ( 2,691) ( 1,550)
Closing net book amount as at
December 31 $ 123,821 $ 51,090 $ 174,911
At December 31
Cost $ 194,237
$ 51,090
$ 245,327
Accumulated amortisation and
impairment ( 70,416) - ( 70,416)
$ 123,821 $ 51,090 $ 174,911

~44~

2019
Computer
software Goodwill Total
At January 1
Cost $ 131,378
$ 55,100
$ 186,478
Accumulated amortisation and
impairment ( 48,162) - ( 48,162)
$ 83,216 $ 55,100 $ 138,316
Opening net book amount as at
January 1 $ 83,216
$ 55,100
$ 138,316
Additions - acquired separately 34,788 - 34,788
Amortisation expense ( 19,469)
- ( 19,469)
Net exchange differences ( 2,722) ( 1,319) ( 4,041)
Closing net book amount as at
December 31 $ 95,813 $ 53,781 $ 149,594
At December 31
Cost $ 143,908
$ 53,781
$ 197,689
Accumulated amortisation and
impairment ( 48,095) -
( 48,095)
$ 95,813
$ 53,781 $ 149,594

A. Details of amortisation on intangible assets are as follows:

Year ended December 31 December 31
2020 2019
General and administrative expenses 21,123
$
$ 19,469

B. Goodwill is allocated as follows to the food segment and the value in use is used as recoverable amount:

amount:
Goodwill
Accumulated impairment
December 31,2020
51,090
$ -
51,090
$
December 31,2019
53,781
$ -
53,781
$

The excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed was recorded as goodwill at the acquisition date.

~45~

(10) Non-current biological assets

Non-current biological assets
2020
Immature
Biological assets biological assets Total
At January 1
Cost $ 44,123
$ 72,304
$ 116,427
Accumulated depreciation ( 11,908) - ( 11,908)
$ 32,215 $ 72,304 $ 104,519
Opening net book amount as at
January 1 $ 32,215
$ 72,304
$ 104,519
Additions - 67,156 67,156
Disposals ( 26,506)
( 16,234)
( 42,740)
Reclassifications 49,385 ( 49,385)
-
Depreciation expense ( 7,191) - ( 7,191)
Closing net book amount as at
December 31 $ 47,903 $ 73,841
$ 121,744
At December 31
Cost $ 58,517
$ 73,841
$ 132,358
Accumulated depreciation ( 10,614) - ( 10,614)
$ 47,903 $ 73,841 $ 121,744
2019
Immature
Biological assets biological assets Total
At January 1
Cost $ 121,388
$ 72,474
$ 193,862
Accumulated depreciation ( 34,896) - ( 34,896)
$ 86,492 $ 72,474 $ 158,966
Opening net book amount as at
January 1 $ 86,492
$ 72,474
$ 158,966
Additions 5,760 66,700 72,460
Disposals ( 95,551)
( 14,000)
( 109,551)
Reclassifications 52,870 ( 52,870)
-
Depreciation expense ( 17,356) - ( 17,356)
Closing net book amount as at
December 31 $ 32,215 $ 72,304 $ 104,519
At December 31
Cost $ 44,123
$ 72,304
$ 116,427
Accumulated depreciation ( 11,908) - ( 11,908)
$ 32,215 $ 72,304 $ 104,519

~46~

(11) Other non-current assets

Long-term notes and accounts receivable
Guarantee deposits paid
Prepayments for business facilities
Restricted bank deposits
Others
December 31,2020
156,516
$ 49,740

57,119
8,000

50

271,425
$
December 31,2019
156,516
$ 52,672
50,157

10,000
1,085

270,430
$

(12) Impairment of non-financial assets

The Group takes into consideration the utilisation of assets to assess at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. The recoverable amounts are estimated based on value in use of those assets. Information on impairment loss recognised or reversed based on the value in use of aforementioned assets for the Group’s food segment is as follows:

Group’s food segment is as follows:
(Impairment loss)/gain on reversal of
impairment loss-buildings and structures
(Impairment loss)/gain on reversal of
impairment loss-machinery and equipment
(Impairment loss)/gain on reversal of
impairment loss-office equipment
(Impairment loss)/gain on reversal of
impairment loss-others
Year ended December 31
Recognised
in other
Recognised in
comprehensive
profit or loss
income
728
$ -
$ 2,431)
(
-
-
-

11,423
-
9,720
$ -
$ 2020
Recognised
in other
Recognised in
comprehensive
profit or loss
income
51,211
$ -
$ 3,856
-
97
-
703
-
55,867
$ -
$ 2019
Recognised in
profit or loss
728
$ 2,431)
(
-
11,423
9,720
$
-
$ -
-
-
-
$

(13) Short-term borrowings

Short-term borrowings
Short-term borrowings
Secured borrowings
Unsecured borrowings
Material purchase borrowings
Other borrowings
December 31,2020
663,000
$ 984,882
35,227
87,320
1,770,429
$
Interest
rate range
1.15%~1.30%
1.05%~5.00%
1.37%~1.64%
4.67%
Collateral
Note 8
None
None
None

~47~

Bank borrowings
Secured borrowings
Unsecured borrowings
Material purchase borrowings
Other borrowings
December 31,2019
924,000
$ 1,814,456

291,889
128,884
3,159,229
$
Interest
rate range
1.30%~1.45%
1.45%~5.04%
1.70%~3.38%
4.67%
Collateral
Note 8
None
None
None
  • A. Other borrowings are the loans granted by the financial institutions in Mainland China to the Group’s subsidiaries in Mainland China for the working capital needs.

  • B. Information on the interest expense recognised in profit or loss is provided in Note 6(27).

(14) Short-term notes and bills payable

Short-term notes and bills payable
Amount
Short-term notes and bills payable (Note)
350,000
$ Less: Unamortised discount
61)
(
349,939
$ December
Amount
Short-term notes and bills payable (Note)
40,000
$ December
Note: Information on the pledged assets is provided in Note 8.
December 31,2020
Interest
raterange
1.08%~1.20%
31,2019
Interest
rate range
1.32%

(15) Other payables

Other payables
Sales commission payable
Salary, wages and bonus payable
Freight payable
Business tax payable
Advertisement expense payable
Machinery and equipment payable
Others
December31,2020
763,854
$ 408,744
283,518
129,512
105,130
80,245
305,041
2,076,044
$
December31,2019
682,592
$ 408,185
290,897
38,608
171,592
116,288
290,516
1,998,678
$

~48~

  • (16) Long term borrowings
Long-term borrowings
December31,2020 December31,2019
Unsecured borrowings $ 416,754
$ 446,949
Secured borrowings 3,252,000 2,850,000
3,668,754
3,296,949
Less: Current portion (shown as other current
liabilities) ( 119,222) ( 166,869)
$ 3,549,532 $ 3,130,080
Interest rate range 1.19%~4.70% 1.34%~5.04%
  • A. As of December 31, 2020, the Group has entered into the following loan facility agreements:

  • (a) A $1.7 billion loan facility agreement with United Overseas Bank that can be redrawn between May 9, 2020 and April 30, 2022.

  • (b) A $700 million loan facility agreement with Far Eastern International Bank that can be redrawn between September 9, 2020 and September 22, 2023.

  • (c) A $985 million loan facility agreement with Sunny Bank. Of the said loan facility, $550 million was drawn once on December 30, 2019, the principal was repaid monthly and was setteld on December 30, 2022. In addition, $435 million was drawn once on December 31, 2020. The principal was repaid monthly and was settled on December 31, 2023.

  • (d) A $120 million loan facility agreement with China Bills Finance Corporation that can be redrawn between June 18, 2020 and June 17, 2022.

  • (e) A RMB 200 million loan facility agreement with China Merchants Bank that can be redrawn between May 30, 2019 and May 30, 2024.

The above agreements entered into with United Overseas Bank and Far Eastern International Bank contain default clauses. The banks have the right to terminate the facility, cancel the undrawn facility or require the Company to make immediate repayment of the principal amount of loan facility withdrawn and outstanding and the relevant expenses if any events of default occur.

The events of default mainly include: Breach of commitments (including financial covenants) and restrictions or special agreements, etc.

As of December 31, 2020, the Group has no event of default.

  • B. Information on the pledged assets is provided in Note 8.

  • C. Information on the interest expense recognised in profit or loss is provided in Note 6(27).

~49~

(17) Other non-current liabilities

Other non-current liabilities
Accrued pension liabilities
Long-term deferred revenue
Guarantee deposits received
Others
December 31,2020
281,649
$ 176,902
67,674
2,216
528,441
$
December 31,2019
343,180
$ 168,174
79,448
-
590,802
$

(18) Pensions

  • A. Defined benefit pension plans

  • (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 2% ~ 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contributions for the deficit by next March.

  • (b) The amounts recognised in the balance sheet are as follows:

December31,2020 December31,2020 December31,2019 December31,2019
Present value of defined benefit obligations ($ 1,060,974)
($ 1,100,358)
Fair value of plan assets 779,325 757,178
Net defined benefit liability ($ 281,649) ($ 343,180)

~50~

(c) Movements in net defined benefit liabilities are as follows:

Present value of Present value of
defined benefit Fair value of Net defined
obligations Plan assets benefit liability
2020
Balance at January 1 ($ 1,100,358)
$ 757,178
($ 343,180)
Current service cost ( 5,182)
-
( 5,182)
Interest (expense) income ( 8,431)
5,996
( 2,435)
( 1,113,971)
763,174
( 350,797)
Remeasurements:
Return on plan assets (excluding amounts
included in interest income or expense) - 25,003 25,003
Change in financial assumptions ( 28,288)
- ( 28,288)
Experience adjustments 4,754 - 4,754
( 23,534)
25,003
1,469
Pension fund contribution -
67,679 67,679
Paid pension 76,531 ( 76,531)
-
Balance at December 31 ($ 1,060,974)
$ 779,325
($ 281,649)
Present value of
defined benefit Fair value of Net defined
obligations Plan assets benefit liability
2019
Balance at January 1 ($ 1,130,009)
$ 753,261
($ 376,748)
Current service cost ( 7,907)
- ( 7,907)
Interest (expense) income ( 13,271)
9,115 ( 4,156)
( 1,151,187) 762,376 ( 388,811)
Remeasurements:
Return on plan assets (excluding amounts
included in interest income or expense) - 25,048 25,048
Change in demographic assumptions 4,994 - 4,994
Change in financial assumptions ( 32,251)
-
( 32,251)
Experience adjustments ( 35,315)
- ( 35,315)
( 62,572)
25,048 ( 37,524)
Pension fund contribution - 83,155 83,155
Paid pension 113,401 ( 113,401) -
Balance at December 31 ($ 1,100,358) $ 757,178 ($ 343,180)

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts

~51~

accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
Year ended December 31
2020
2019
0.30%~0.40%
0.70%~0.80%
1.00%~2.50%
1.00%~2.50%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Discount rate Discount rate Future salaryincreases Future salaryincreases Future salaryincreases
Increase0.5% Decrease0.5% Increase0.5% Decrease0.5%
December 31, 2020
Effect on present value of
defined benefit obligation ($ 34,776) $ 36,891
$ 36,551 ($ 34,809)
December 31, 2019
Effect on present value of
defined benefit obligation $ 37,040
($ 39,350) ($ 39,165) $ 37,235

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Group for the following year amount to $69,865.

  • (g) As of December 31, 2020, the Group’s weighted average duration of the retirement plan is

6.7 ~ 10 years. The analysis of timing of the future pension payment was as 6.7 ~ 10 years. The analysis of timing of the future pension payment was as follows:
Within 1 year $ 142,823
1-2 year(s) 85,143
2-5 years 280,269
5-10 years 342,813
$ 851,048

~52~

  • B. Defined contribution pension plans

  • (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount no lower than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company and its domestic subsidiaries for the years ended December 31, 2020 and 2019, were $44,630 and $41,919, respectively.

  • (b) The Group’s mainland China subsidiaries, HANGZHOU CONCOURSE TRADING CO., LTD., Hangzhou Weichuan Biotechnology Foods Co., Ltd., HANGZHOU WEI-CHUAN FOOD CO., LTD., SUZHOU WEI-CHUAN FOODS CO., LTD. and LANGFANG WEI-CHUAN FOODS CO., LTD., have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations. In January 2020, because of the effect from COVID-19 outbreak in China, the China government reduce the provision rate of pension insurance starting from February 2020 to December 2020. The pension costs recognised for the years ended December 31, 2020 and 2019 were $94,864 and $103,110, respectively.

(19) Share capital

  • As of December 31, 2020, the Company’s authorised capital was $8,000,000 and the paid-in capital was $5,060,629 with a par value of $10 (in dollars) per share. All the shares issued by the company are ordinary shares. The number of shares issued and outstanding was 506,063 thousand shares. All proceeds from shares issued have been collected.

(20) Capital surplus

  • A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

~53~

  • B. The dividends unclaimed by shareholders for over 5 years shall be recognised as capital surplus in accordance with Order No. Jing-Shang-10602420200 issued in September 2017 by the Ministry of Economic Affairs, R.O.C.

(21) Retained earnings

  • A. According to the Articles of Incorporation of the Company, the appropriation of the earnings was as follows:

  • (a)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, if any, the Board of Directors should propose the distribution or to retain the remaining earnings along with prior accumulated undistributed earnings for the approval of the shareholders. The dividends shall be distributed in proportion to the number of shares held by each shareholder accordingly, and the dividends to shareholders every year shall account for at least 50% of net profit of the year. However, dividends are not distributed if the net profit of the year is lower than 5% of paid-in capital. Dividends can be distributed to shareholders in the forms of cash or stocks, provided the cash dividends shall not be less than 50% of the total dividends distributed. The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, have the earnings in whole or in part distributed in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders at the shareholders’ meeting.

  • (b)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, the remaining shall be appropriated as dividends which was set at annual rate of 6%, however, the dividends shall not be paid with the capital. If any, earnings can be distributed with accumulated retained earnings of last year as special reserve or to be retained after being resolved by the shareholders, and the remaining can be distributed according to the proportion of each shareholder. Shareholders’ dividends and bonus can be distributed in cash or stocks. However, the ratio of cash dividend shall not be less than 20%.

~54~

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • D. The appropriation of earnings by the Company

  • (a) The appropriation of 2018 earnings approved by the shareholders of the Company on June 27, 2019 is as follows:

27, 2019 is as follows:
Legal reserve
Cash dividends
Year ended December31,2018
Amount
75,863
$ 404,850
$
Earnings per
share(in dollars)
0.80
  • (b) The appropriation of 2019 earnings approved by the shareholders of the Company on June 23, 2020 is as follows:
23, 2020 is as follows:
Legal reserve
Special reserve
Cash dividends
Year ended December 31, 2019
Amount
131,245
$ 302,706
$ 675,037
$
Earnings per
share(in dollars)
1.3339
  • (c) The appropriation of 2020 earnings proposed by the Board of Directors on March 29, 2021 but not yet resolved by the shareholders of the Company is as follows
Year ended December 31,2020 Year ended December 31,2020
Earnings per
Amount share(in dollars)
Legal reserve $ 53,666
Reversal of special reserve ($ 50,205)
Cash dividends $ 268,213
0.53

~55~

(22) Other equity items

Other equity items
Year ended December31
2020 2019
At January 1 ($ 302,706)
($ 138,768)
Currency translation 50,205
( 163,938)
At December 31 ($ 252,501)
($ 302,706)

(23) Operating revenue

A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods at a point in time in the following major segments:

segments:
Food segment
Packaging segment
Others
Year ended December 31
2020
Revenue
from contracts
withcustomers
17,802,265
$ 532,409
316,197

18,650,871
$
2019
Revenue
from contracts
withcustomers
19,422,917
$ 515,688
289,514
20,228,119
$

B. Contract liabilities

(a) The Group has recognised the revenue-related contract liabilities as a result of advance sales receipts for the sale of goods, which were recorded as current contract liabilities in the amounts of $90,909, $70,944 and $44,028 as of December 31, 2020 and 2019, and January 1, 2019, respectively.

(b) Revenue recognised for the years ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period amounted to $67,961 and $41,472, respectively.

(24) Interest income

Interest income
Interest income from bank deposits 2020
2019
22,816
$ 44,720
$ YearendedDecember31
2019
44,720
$

~56~

(25) Other income

Other income
Year ended December 31
2020 2019
Rent income $ 42,562
$ 43,886
Royalty income 55,913 44,478
Government grant income (Note) 139,057 91,447
Others 36,974
48,375
$ 274,506
$ 228,186

Note: This pertains to the recognition of government subsidies during the year related to enterprise development and investments of property, plant and equipment.

(26) Other gains and losses

Other gains and losses
Year ended December 31
2020 2019
Net gains on financial assets or liabilities at fair
value through profit or loss $ 9
$ 5
Losses on disposal of property, plant and
equipment and biological assets ( 36,969)
( 93,895)
Proceeds from disposal of non-current assets classified
as held for sale (Note) - 1,269,341
Losses on sales of non-finished goods ( 114,820)
( 57,303)
Reversal of impairment loss on
property, plant and equipment 9,720 55,867
Net foreign exchange (losses) gains 4,787 ( 30,639)
Reversal of impairment loss on other receivables 27,367 53,296
Others ( 88,737)
( 93,207)
($ 198,643)
$ 1,103,465

Note: The Group entered into an agreement with SANLIH CINEMAS CO., LTD. to sell its assets, such as land, above-ground buildings and their auxiliary equipment, in the Pushin Ranch for a consideration of $2,663,000 following the approval of the Board of Directors on November 12, 2018. During the fourth quarter of 2018, the Group classified the aforementioned assets to ‘non-current asset held for sale’ and the related deferred tax liabilities to ‘liabilities directly relating to non-current assets held for sale’. On January 7, 2019, the Group completed the transfer of title to the aforementioned assets and recognised gain on disposal of non-current assets held for sale.

~57~

(27) Finance costs

Finance costs
Year ended December 31
2020 2019
Interest expense on bank borrowings $ 139,560
$ 178,315
Interest expense on lease liabilities 10,664 13,764
$ 150,224 $ 192,079

(28) Expenses by nature

Expenses by nature
Employee benefit expense
Depreciation expense (Note)
Amortisation expense on intangible assets
2020
2019
2,640,410
$ 2,514,673
$ 1,082,023
$ 1,038,206
$ 21,123
$ 19,469
$ Year ended December31
2,514,673
$
1,038,206
$ 19,469
$

Note: Including property, plant and equipment, right-of-use assets and depreciation expense of biological assets. Additionally, for the years ended December 31, 2020 and 2019, the amounts of depreciation expense on investment property that were recorded under other gains and losses were $1,932 and $2,045, respectively.

(29) Employee benefit expense

Employee benefit expense
Wages and salaries
Labour and health insurance fees
Pension costs (Note 1)
Directors’ remuneration
Other personnel expenses (Note 2)
Year ended December 31
2020
2,232,075
$ 112,133
147,111
23,917
125,174
2,640,410
$
2019
2,032,414
$ 108,426
156,942
23,141
193,750
2,514,673
$

Note 1: It included $0 and $150 of pension costs, recorded under non-operating expenses, arising

from personnel transfer during the years ended December 31, 2020 and 2019, respectively.

  • Note 2: It included meal expenses, employee benefits/welfare, education training and work uniforms, etc.

~58~

  • A. In accordance with the Articles of Incorporation of the Company, distributable profit of the current year, shall be distributed as employees’ compensation and directors’ remuneration in the form of cash. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ remuneration. The employees include the employees of the Company’s subsidiaries who meet certain specific requirements. If the Company incurs accumulated deficit, earnings should be reserved to cover losses prior to the appropriation of profit as employees’ compensation and directors’ remuneration according to the aforementioned ratios.

  • B. The employees’ compensation and directors’ remuneration are accrued based on the ratio of pre-tax profit of the year before deducting any employees’ compensation and directors’ remuneration. The accrued amounts are as follows:

remuneration. The accrued amounts are as follows:
Employees’ compensation
Directors’ remuneration
Year ended December 31
2020
6,510
$ 6,300
$
2019
22,005
$
6,812
$

The aforementioned employees’ compensation and directors’ remuneration were recorded under wages and salaries and directors’ remuneration.

Employees’ compensation and directors’ remuneration for 2019 as resolved by the Board of Directors of the Company were in agreement with those amounts recognised in the 2019 parent company only financial statements. As the actual distributed amount of employees’ compensation for 2019 was $21,097, the difference of $908 between the amounts resolved at the Board meeting and the actual distributed amount had been adjusted in the profit or loss of 2020. There was no difference between the amount resolved at the Board meeting and the actual distributed amount of directors’ remuneration.

Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~59~

(30) Income tax

A. Income tax expense

(a) Components of income tax expense:

ome tax expense
Components of income tax expense:
YearendedDecember31
2020 2019
Current tax on profits for the year $ 117,930
$ 217,644
Land value increment tax for the year - 471,152
Prior year income tax overestimation ( 25,525)
( 7,953)
Tax on undistributed surplus earnings 9,880 8,596
Offshore income tax expense 2,757 3,787
Total current tax 105,042 693,226
Realised land value increment tax liabilities - ( 323,488)
Deferred tax:
Origination and reversal of temporary
differences ( 96,315)
409
Total deferred tax ( 96,315)
409
Others:
Effect of exchange rate changes ( 1,981)
8,571
Income tax expense $ 6,746 $ 378,718

(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:

Currency translation differences 2020
881
$
2019
1,727)
($
  • (c) For the years ended December 31, 2020 and 2019, the Company had no income tax charged/(credited) to equity during the year.

~60~

B. Reconciliation between income tax expense and accounting profit

Year ended Year ended December 31 December 31 December 31 December 31 December 31
2020 2019
Tax calculated based on profit before tax and
statutory tax rate (Note) $ 196,561
$ 512,184
Effects from items disallowed by tax regulation ( 34,290)
(
275,103)
Change in assessment of realisation of deferred tax
assets and liabilities ( 142,637)
(
10,457)
Prior year income tax under (over) estimation ( 25,525)
( 7,953)
Effects from land value increment tax -
147,664
Tax on undistributed surplus earnings 9,880
8,596
Offshore income tax expense 2,757
3,787
Income tax expense $ 6,746 $ 378,718
Note: The basis for computing the applicable tax rate are the rates applicable in the respective
countries where the Group entities operate.
Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losse
are as follows:
2020
Recognised in other
Recognised in comprehensive Translation
January1 profit or loss income differences December 31
Deferred tax assets:
- Temporary differences:
Unrealised losses on overseas investments $ 89,721
($ 749)
$ -
$ -
$ 88,972
Unrealised accrued expenses 97,547 7,423 - 1,559 106,529
Unrealised loss for market value decline
and obsolete and slow-moving
inventories 11,555 ( 3,855)
- - 7,700
Impairment loss on fixed assets 18,882 ( 1,944)
- - 16,938
Accrued unused compensated absences 7,586 ( 366)
- - 7,220
Unrealised loss on doubtful debts 15,070 ( 8,479)
- 68 6,659
Pensions 152 - - - 152
Unrealised foreign exchange loss 3,813 ( 272)
- - 3,541
Others 42,039 ( 667)
- 670 42,042
- Tax losses 1,121,003 ( 51,817)
- 55 1,069,241
$ 1,407,368 ($ 60,726) $ -
$ 2,352
$ 1,348,994
Deferred tax liabilities:
- Temporary differences:
Reserve for land value increment tax ($ 643,041)
$ 81,141
$ -
$ -
($ 561,900)
Unrealised gains on overseas investments ( 340,611)
75,900 - - ( 264,711)
Currency translation differences ( 3,635)
- ( 881)
- ( 4,516)
Unrealised exchange gain ( 97)
- - - ( 97)
($ 987,384) 157,041 ( 881)
- ($ 831,224)
$ 419,984 $ 96,315 ($ 881) $ 2,352 $ 517,770

Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:

~61~

2019

2019 2019 2019
Recognised in other
Recognised in comprehensive Translation
January1 profit or loss income differences December31
Deferred tax assets:
- Temporary differences:
Unrealised losses on overseas investments $ 89,719
$ 2
$ -
$ -
$ 89,721
Unrealised accrued expenses 70,904 30,309 - ( 3,666)
97,547
Unrealised loss for market value decline
and obsolete and slow-moving
inventories 9,553 326
- - 9,879
Impairment loss on fixed assets 32,826 ( 13,967)
- 23 18,882
Accrued unused compensated absences 8,358 ( 772)
- - 7,586
Unrealised loss on doubtful debts 3,274 12,212 - ( 416)
15,070
Pensions 152 - - - 152
Unrealised exchange loss 347 3,466 - - 3,813
Loss on decline in inventory market value 1,626 50 - - 1,676
Others 15,987 27,847 - ( 1,795)
42,039
- Tax losses 1,070,847 50,156 - - 1,121,003
$ 1,303,593 $ 109,629 $ - ($ 5,854)
$ 1,407,368
Deferred tax liabilities
- Temporary differences:
Reserve for land value increment tax ($ 643,041)
$ -
$ -
$ -
($ 643,041)
Unrealised gains on overseas investments ( 230,520)
( 110,091)
- - ( 340,611)
Currency translation differences ( 5,362)
- 1,727 - ( 3,635)
Unrealised exchange gain ( 150)
53 - - ( 97)
($ 879,073)
($ 110,038) $ 1,727 $ - ($ 987,384)
$ 424,520 ($ 409) $ 1,727
($ 5,854) $ 419,984
  • D. Expiration dates of the Company’s and its domestic subsidiaries’ unused tax losses and amounts of unrecognised deferred tax assets are as follows:

December 31, 2020

December 31, 2020
Year incurred
2009 ~ 2020
Amount filed/
assessed
7,798,946
$
Unused amount
7,476,107
$ December 31, 2019
Deferred taxassets
2,132,725
$
Expiry year
2019 ~ 2030
Year incurred
2009 ~ 2019
Amount filed/
assessed
6,506,274
$
Unused amount
6,504,244
$
Deferred tax assets
899,227
$
Expiry year
2019 ~ 2029
  • E. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:
assets are as follows:
Deductible temporary differences December31,2020
24,125
$
December31,2019
24,125
$

~62~

  • F. The status of the Company’s and its domestic subsidiaries’ income tax returns assessed and approved by the Tax Authority are as follows:

Status CHINA YOUTH CO., LTD. (Note) Assessed and approved to 2016 The Company, CONCOURSE INTERNATIONAL INC. and KING Assessed and approved CAN INDUSTRY CORPORATION to 2018 Assessed and approved KANG CHUAN ENGINEERING CO., LTD. to 2019

Note: The subsidiary was dissolved as approved by its shareholders at their meeting in November 2016, and the dissolution was approved by the regulatory authority in January 2017. It is currently in the process of liquidation.

(31) Earnings per share

Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) Year ended December 31, 2020 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 535,196 506,063 $ 1.06 Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) Year ended December 31, 2019 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 1,349,985 506,063 $ 2.67

~63~

(32) Supplemental cash flow information

Investing activities with partial cash payments:

Investing activities with partial cash payments:
Years ended December 31,
2020 2019
Purchase of property, plant and equipment and
biological assets $ 524,222
$ 1,051,777
Add: Opening balance of payable on equipment 116,288
150,240
Less: Ending balance of payable on equipment ( 80,245)
( 116,288)
Write-off of other receivables ( 3,825) ( 5,760)
Cash paid during the year $ 556,440
$ 1,079,969

(33) Changes in liabilities from financing activities

Changes in liabilities from financing activities vities
Long-term
Short-term
borrowings
Short-term
notes and
(including
borrowings
bills payable
Leaseliability
current portion)
At January 1
3,159,229
$ 40,000
$ 263,353
$ 3,296,949
$ g
g
activities
1,388,800)
(
310,000
149,891)
(
366,373
Impact of changes in foreign exchange rate
-
-
-
5,319
Changes in other non-cash items
-

61)
(
125,909
113
At December 31
1,770,429
$ 349,939
$ 239,371
$ 3,668,754
$ 2020
Long-term
Short-term
borrowings
Short-term
notes and
(including
borrowings
bills payable
Leaseliability
current portion)
At January 1
5,027,075
$ 50,000
$ 239,904
$ 3,539,197
$ g
g
activities
1,067,846)
(
110,000
155,269)
(
1,152,447)
(
Impact of changes in foreign exchange rate
-
-
-
9,555)
(
Changes in other non-cash items
800,000)
(
120,000)
(
178,718
919,754
At December 31
3,159,229
$ 40,000
$ 263,353
$ 3,296,949
$ 2019
2020
Long-term
borrowings
(including
current portion)
3,296,949
$ 366,373
5,319
113
3,668,754
$
Long-term
borrowings
(including
current portion)
3,296,949
$

~64~

7. Related Party Transactions

(1) Names of related parties and relationship

Names of related parties and relationship
Names of related parties
Relationship with the Company

TING HSIN (CAYMAN ISLANDS) HOLDING
CORP. (TING HSIN)
THE BREAD CO., LTD.
SHANGHAI DINGSHI WAREHOUSE
CO.,LTD (SHANGHAI DINGSHI)
Tianjin Tinglian FOODS Co., Ltd.
HANGZHOU TINGZHENG PACKING
MATERIAL CO.,LTD.
SHANGHAI TING SHENG FOODS CO., LTD.
TAIWAN TING QIAO RESTAURANT
MANAGEMENT CO. LTD.
Hangzhou Kenko&Ting Foods Co., Ltd.
Hangzhou Bingxin Green Packaging Co., Ltd.
Huaian Bingxin Green Packaging Co., Ltd.
Tianjin Bingxin Packaging Co., Ltd.
Shanghai Epurus Information Technologies Co.,
Ltd.
KANG CHENG CO., LTD.
ZHUMADIAN TINGSHENG FOODSTUFF
CO.,LTD
FU TING FOODS CO., LTD.
RIKKEI TRADING CORP.


An investor with significant influence over the
Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An entity controlled by the investor with
significant influence over the Company
An investee accounted for using the equity
method by the Company
A director of the Company is also the chairman
of the entity

~65~

Names of related parties Relationship with the Company CHAMPION LINKER CORP. A director of the Company is also the chairman of the entity TAIWAN STAR TELECOM CORPORATION A director of the Company is also the chairman LIMITED of the entity HEILONGJIANG WEI CHUAN FOOD CO. A subsidiary of the Company not included as a consolidated entity HEILONGJIANG WEI CHUAN DAIRY CO. A subsidiary of the Company not included as a consolidated entity HEALTH CAN DEVELOPMENT LIMITED A subsidiary of the Company not included as a consolidated entity All directors, general managers and main Key management personnel and governing management personnel bodies of the Company

(2) Significant related party transactions

A. Sales transactions

(a) Operating revenue

Details of operating revenue arising from goods sold by the Group to related parties are as follows:

follows:
Other related parties Year ended December 31
2020
918,129
$
2019
1,282,928
$

The Group’s sales price, conditions and credit terms to related parties were approximately the same as those for third party customers. The credit terms for third party customers approximately ranged from 30 to 90 days after monthly billings.

(b) Accounts receivable

Details of accounts receivable arising from the aforementioned sales to related parties are as follows:

follows:
SHANGHAI DINGSHI
Others
December 31,2020
197,319
$ 16,627
213,946
$
December 31,2019
270,569
$ 3,809
274,378
$

~66~

B. Purchase transactions

  • (a) Costs of goods purchased

Details of goods purchased by the Group from related parties are as follows:

Year ended December 31
2020 2019
Associates $ 50,703
178,317
$
Other related parties 309,280 149,649
$ 359,983
327,966
$

Goods purchased from related parties are based on the price lists in force and terms agreed upon by both parties. Payment terms have no major difference between related parties and third parties, which are 30 ~ 90 days end of month for general suppliers.

  • (b) Accounts payable

Details of accounts payable arising from the aforementioned goods purchased from related parties are as follows:

parties are as follows:
Associates
Other related parties
December 31,2020
9,425
$ 56,291
65,716
$
December 31,2019
23,745
$ 36,363
60,108
$
  • (c) Prepayments

Prepayments arsing from goods purchased by the Group from related parties are as follows:

Other related parties December31,2020
10,029
$
December31,2019
-
$
  • C. Lease transactions

  • (a) Rent income

The Group leased some offices and plants (shown as ‘investment property’) to related parties, the details of rental revenue were as follows:

Lessee Leased object Rent calculation
andpayment
Monthly payment
Quarterly prepayment/
Monthly payment
Year ended December31 Year ended December31
2020
55
$ 6,192
6,247
$
2019
- Associates
- Other related
parties
Offices
Offices, plant and
others
60
$ 5,873
5,933
$

Other receivables arising from the aforementioned transactions as of December 31, 2020 and 2019 amounted to $69 and $5, respectively.

~67~

D. Other transactions

(a) Other income/ Other receivables

The amounts of other income and the related other receivables as of and for the years ended December 31, 2020 and 2019 between the Group and related parties were immaterial. Thus, details are not disclosed. In addition, the Group’s other receivables from service transactions

in previous years are as follows:

in previous years are as follows:
December 31, 2020 December 31,2019
Other related parties $ -
$ 27,015
Less: Allowance for uncollectible accounts - ( 27,015)
$ -
$ -

(b)Other ending balances

Receivables due from subsidiaries (shown as other receivables):

December31,2020 December31,2020 December 31,2019
Subsidiaries - HEILONGJIANG WEI
CHUAN FOOD and 2 others $ 4,308
$ 25,348
Less: Allowance for receivables due from
subsidiaries ( 300)
( 20,894)
$ 4,008
$ 4,454

E. Endorsements and guarantees provided to related parties

The Group’s other related party - TING HSIN acted as a joint guarantor for the loan agreement entered into by the Group with United Overseas Bank in 2017. Such joint guarantee liabilities were removed when the loan was repaid in full in May 2019.

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Year ended December 31
2020
79,561
$ 201
79,762
$
2019
75,173
$ 294
75,467
$

~68~

8. Pledged Assets

The Group’s assets pledged as collateral are as follows:

==> picture [489 x 158] intentionally omitted <==

----- Start of picture text -----

Book value
Pledged asset December 31, 2020 December 31, 2019 Purpose
Restricted bank deposits (shown as Collateral for long-term material
other non-current assets) $ 8,000 $ 10,000 purchase
Land (shown as property, plant and Collateral for short-term notes and
equipment and investment property) bills as well as long-term and
2,655,687 2,655,687 short-term borrowings
Buildings and structures (shown as Collateral for short-term notes and
property, plant and equipment and bills as well as long-term and
investment property) 972,650 1,038,883 short-term borrowings
$ 3,636,337 $ 3,704,570
----- End of picture text -----

9. Significant Contingent Liabilities and Unrecognised Contract Commitments

(1) Contingencies

Regarding the misuse of lard oil supplied by TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD., the Company was sued by the Consumers' Foundation, Chinese Taipei to bear a joint and several liability for compensation. The case is currently pending with the High Court. As of December 31, 2020, the Company has accrued contingent compensation of $1,000 (shown as other payables). Any subsequent impact arising from the incident will be assessed and recognised by the Company and disclosed in the financial statements.

(2) Commitments

  • A. As of December 31, 2020 and 2019, the Group has a promissory note for the credit facility of banks in the amounts of $10,207,400 and $9,565,040,000, respectively.

  • B. As of December 31, 2020 and 2019, the Group’s total unused letters of credit issued for the import of material and merchandise were $283,044 and $221,361, respectively.

  • C. As of December 31, 2020 and 2019, the total contract consideration, excluding the settled payment, arising from the contracts that the Group entered into for commissioning each construction project or purchasing of equipment, that it shall pay for the construction and equipment in future years amounted to $421,312 and $420,280, respectively.

  • D. As of December 31, 2020 and 2019, the Group has drawn from the endorsements and guarantees for the entities in the Group in the amounts of $981,122 and $1,007,945, respectively.

10. Significant Disaster Loss

None.

~69~

11. Significant Events after the Balance Sheet Date

Information on the appropriation of 2020 earnings proposed by the Board of Directors on March 29, 2021 but not yet resolved by the shareholders of the Company is provided in Note 6(21).

12. Other

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust to the optimal capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as total liabilities divided by total capital. Total liabilities are the total amount of liabilities as shown in the consolidated balance sheet. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus total liabilities.

During the year ended December 31, 2020, the Group’s strategy was unchanged from 2019. As of December 31, 2020 and 2019, the gearing ratios were 62% and 64%, respectively.

(2) Financial instruments

A. Financial instruments by category

Financial instruments by category
Financial assets
Financial assets at fair value through profit or loss
Non-current financial assets mandatorily
measured at fair value through profit or loss
Financial assets at amortised cost
Cash and cash equivalents
Notes receivable, net
Accounts receivable, net
Accounts receivable due from related parties,
net
Other receivables
Other non-current assets
- Long-term notes and accounts receivable
- Guarantee deposits paid
- Restricted bank deposits
December 31,2020
33,452
$ 1,905,431
21,996
2,277,509
213,946
82,476
156,516
49,740
8,000
December 31,2019
33,443
$ 2,221,758
26,308
2,363,467
274,378
101,985
156,516
52,672
10,000

~70~

==> picture [461 x 31] intentionally omitted <==

----- Start of picture text -----

December 31, 2020 December 31, 2019
Financial liabilities
----- End of picture text -----

Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 1,770,429
$ 3,159,229
Short-term notes and bills payable 349,939 40,000
Notes payable 299
6,602
Accounts payable 1,485,952 1,507,668
Accounts payable to related parties 65,716
60,108
Other payables 2,076,044 1,998,678
Long-term borrowings (including current
portion) 3,668,754
3,296,949
Other non-current liabilities
- Guarantee deposits received 67,674 79,448
Current lease liabilities 78,278 108,922
Non-current lease liabilities 161,093 154,431
  • B. Financial risk management policies

  • (a) The Group adopts a comprehensive risk management and control system to identify, evaluate and control all risks, including market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk, in order for the management to control these risks effectively.

  • (b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the managements. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The management provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

i. Foreign exchange risk

  • (i) Some of the Group’s sales and purchases are denominated in USD. The fair value changes according to the fluctuations in market exchange rates. As the Company offsets these market risks by matching the foreign currency assets and liabilities positions and their payment periods, it does not expect significant market risk.

  • (ii) The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

~71~

==> picture [404 x 507] intentionally omitted <==

----- Start of picture text -----

December 31, 2020
Foreign
currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 7,056 28.48 $ 200,955
USD:RMB 86 6.52 2,449
RMB:NTD 95,710 4.37 418,253
Financial liabilities
Monetary items
USD:NTD 274 28.48 $ 7,804
USD:RMB 4,000 6.52 113,920
RMB:NTD 1,031 4.37 4,505
December 31, 2019
Foreign
currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 11,117 29.98 $ 333,288
USD:RMB 86 6.98 2,578
RMB:NTD 110,247 4.30 474,062
Financial liabilities
Monetary items
USD:NTD 7,243 29.98 $ 217,145
USD:RMB 4,394 6.98 131,732
RMB:NTD 159 4.30 684
----- End of picture text -----

The total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to $4,787 and ($30,639), respectively.

~72~

Analysis of foreign currency market risk arising from significant foreign exchange variation:

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
USD:RMB
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
USD:RMB
RMB:NTD
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
USD:RMB
RMB:NTD
Financial liabilities
Monetary items
USD:NTD
USD:RMB
RMB:NTD
Effect on other
Degree of
Effect on profit
comprehensive
variation
or loss
income or loss
1%
2,010
$ -
$ 1%
24
-
1%
4,183
-
1%
78)
($ -
$ 1%
1,139)
(
-

1%
45)
(
-

Year ended December31,2020
Sensitivityanalysis
Year ended December31,2019
Effect on other
Degree of
Effect on profit
comprehensive
variation
or loss
income or loss
1%
2,010
$ -
$ 1%
24
-
1%
4,183
-
1%
78)
($ -
$ 1%
1,139)
(
-

1%
45)
(
-

Year ended December31,2020
Sensitivityanalysis
Year ended December31,2019
Effect on other
Degree of
Effect on profit
comprehensive
variation
or loss
income or loss
1%
2,010
$ -
$ 1%
24
-
1%
4,183
-
1%
78)
($ -
$ 1%
1,139)
(
-

1%
45)
(
-

Year ended December31,2020
Sensitivityanalysis
Year ended December31,2019
Sensitivityanalysis
Degree of
Effect on profit
variation
or loss
1%
3,333
$ 1%
26
1%
4,741
1%
2,171)
($ 1%
1,317)
(
1%
7)
(
Effect on other
comprehensive
income or loss
-
$ -
-
-
$ -
-



B. Price risk

(i) The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss.

~73~

  • (ii) The Group has investments in equity securities. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $335 and $334, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss.

  • C. Cash flow and fair value interest rate risk

  • The Group’s main interest rate risk arises from long-term and short-term borrowings as well as short-term notes and bills payable. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group’s long-term and short-term borrowings as well as short-term notes and bills payable are with floating rates. During the years ended December 31, 2020 and 2019, the Group’s borrowings at variable rates were denominated in NTD and RMB.

As of December 31, 2020 and 2019, if the borrowing interest rate had increased/decreased by 0.1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased/increased by $5,789 and $6,496, respectively. The main factor is that floating-rate borrowings result in increase/decrease in interest expense.

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the note and accounts receivable based on the agreed terms.

  • ii. The Group manages their credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the managements. The utilisation of credit limits is regularly monitored.

  • iii. The Group adopts assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition. If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

~74~

  • iv. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.

  • v. The Group classifies customers’ notes and accounts receivable in accordance with credit rating of customer, credit on trade and customer types. The Group applies the modified approach using a provision matrix based on the loss rate methodology to estimate the expected credit loss.

  • vi. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.

  • vii. After the Group identifies customer risks on an individual basis, and it classifies them into groups according to different credit risk characteristics, assesses the historical default rates, and uses the forecastability to adjust historical and timely information to assess the default possibility. The Group considers that in the financial industry, the default rate should not be lower than 0.03% for numerous and unidentifiable individual investors. However, in accordance with the policy, the Group traces the credit risk of customers at any time, the Group refers to the reference rate set by the financial industry as a basis of forecast adjustment, and adjusts the expected loss rate referring to monitoring indicator and the nature of risk. The loss rate methodology is as follows:

1~30 days 31~90 days Over 90 days
December 31, 2020 Notpast due past due past due past due Total
Expected loss rate 0.03%~0.78% 0.03%~1.33% 0.03%~1.88% 100.00%
Total book value $ 2,472,184 $ 32,368 $ 12,488 $ 43,147 $ 2,560,187
Loss allowance ($ 6,778) ($ 11) ($ 216) ($ 39,731) ($ 46,736)
1~30 days 31~90 days Over 90 days
December 31, 2019 Notpast due past due past due past due Total
Expected loss rate 0.03%~0.74% 0.03%~1.24% 0.03%~1.74% 100.00%
Total book value $ 2,604,494 $ 18,233 $ 33,840 $ 72,367 $ 2,728,934
Loss allowance ($ 1,516) $ - $ - ($ 63,265) ($ 64,781)

The above ageing analysis was based on past due date.

  • viii. Movements in relation to the Group’s loss allowance for accounts and notes receivable and other receivables are as follows:
At January 1
Expected credit loss (gain)
Write-offs
Effect of exchange rate changes
At December 31
2020 2020 Total
210,274
$ 23,575)
(
38,456)
(
4,236)
(
144,007
$
Accounts
Notes
receivables
receivables
64,777
$ 4
$ 3,811
4)
(
22,125)
(
-
273
-
46,736
$ -
$
Other
receivables
145,493
$ 27,382)
(
16,331)
(
4,509)
(
97,271
$

~75~

At January 1
Expected credit loss (gain)
Reclassifications
Write-offs
Effect of exchange rate changes
At December 31
Accounts
Notes
Other
receivables
receivables
receivables
51,169
$ 7
$ 198,445
$ 17,487

3)
(
53,298)
(
2,220)
(
-
2,220

26)
(
-

-

1,633)
(
-

1,874)
(
64,777
$ 4
$ 145,493
$ 2019
Total
249,621
$ 35,814)
(
-

26)
(
3,507)
(
210,274
$
  • (c) Liquidity risk

  • i. The Group chooses the equity instruments with sufficient liquidity when investing in the equity financial instruments. Group management monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs, so it does not expect significant liquidity risk.

  • ii. Surplus cash held by the units over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.

  • iii. As of December 31, 2020 and 2019, the amounts of undrawn available borrowing facilities were $10,861,311 and $8,352,274, respectively.

  • iv. The Group has no derivative financial liabilities. Except for the items disclosed in the following table, the Group’s non-derivative financial liabilities, which were classified by its maturity date, were due within one year and approximates the amounts which were shown in the balance sheets. The amounts disclosed in the table are the contractual undiscounted cash flows.

undiscounted cash flows.
December 31, 2020
Non-derivative
financial liabilities:
Lease liability
Long-term borrowings
(including current
portion)
December 31, 2020
Non-derivative
financial liabilities:
Lease liability
Long-term borrowings
(including current
portion)
Less than
1year
87,300
$ 142,966
Less than
1year
120,840
$ 223,738
Between 1
and 2year(s)
57,433
$ 2,474,139
Between 1
and 2year(s)
62,135
$ 2,500,760
Between 2
and 5years
46,729
$ 1,160,519
Between 2
and 5years
46,734
$ 706,907
Over 5years
56,759
$ -
Over 5years
64,881
$ -
Total
248,221
$ 3,777,624
Total
294,590
$ 3,431,405

~76~

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(8).

  • C. The carrying amounts of the Group’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables, other non-current assets - long-term notes and accounts receivable, other non-current assets - guarantee deposits paid, other non-current assets - restricted bank deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable (including related parties), other payables, lease liabilities, long-term borrowings (including current portion) and other non-current liabilities - guarantee deposits received, are approximate to their fair values.

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 are as follows:

  • (a) The related information of natures of the assets and liabilities is as follows:

December 31, 2020
Level 1
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
-
$ December 31, 2019
Level 1
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
-
$
Level 2
-
$ Level 2
-
$
Level 3
33,452
$ Level 3
33,443
$
Total
33,452
$
Total
33,443
$

Financial assets at fair value
through profit or loss
Equity securities

~77~

  • (b) The methods and assumptions the Group used to measure fair value are as follows:

    • i. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the balance sheet date.

    • ii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

    • iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:

2019:
At January 1
Gains recognised in profit or loss
At December 31
2020
Financialproduct
-
$ -
-
$
Non-derivative
equityinstrument
33,443
$ 9
33,452
$
Total
33,443
$ 9
33,452
$

~78~

2019
Non-derivative
Financial product equity instrument Total
At January 1 $ 29,089
$ 33,443
$ 62,532
Gains recognised in profit or loss 18 - 18
Sold in the year ( 27,942)
-
( 27,942)
Effect of exchange rate changes ( 1,165) -
( 1,165)
At December 31 $ -
$ 33,443 $ 33,443
  • G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • H. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. In addition to Level 3 fair value measurements applicable to the above valuation models, the Group also directly refers to fair value information provided by the financial institutions.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

value measurement:
Fair value at
December 31, 2020
Non-derivative equity instrument:
Unlisted shares-
LI JIA
CONSTRUCTION
$ 5,617
Unlisted shares-
CONNECTION
INVESTMENT etc.
27,835
Fair value at
December 31, 2020
Valuation technique Significant
unobservable
input
Range
(weighted

average)
Relationship
of inputs to
fair value
The higher the
discount for lack
of marketability,
the lower the fair
value
N/A

Market
approach-price-to-
book ratio
Net asset value

Discount for lack
of marketability
N/A


25%
-

~79~

Fair value at
December 31, 2019
Non-derivative equity instrument:
Unlisted shares
LI JIA
CONSTRUCTION
$ 11,947
Unlisted shares-
CONNECTION
INVESTMENT, etc.
21,496
Fair value at
December 31, 2019
Valuation technique Significant
unobservable
input
Range
(weighted

average)
Relationship
of inputs to
fair value
The higher the
discount for lack
of marketability,
the lower the fair
value
N/A

Market
approach-price-to-
book ratio
Net asset value

Discount for lack
of marketability
N/A


25%
-
  • J. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. If net asset value from financial assets and liabilities categorised within Level 3 had increased or decreased by 1%, profit or loss would not have been significantly impacted as of December 31, 2020 and 2019.

(4) Others

  • A. The impact of oil incidents caused by the upstream suppliers on the Company since the fourth quarter of 2013 is as follows:

  • (a) The Company’s oil OEM supplier was suspected of misusing the oil adulterated with copper chlorophyllin by CHANG CHI FOODSTUFF FACTORY CO., LTD. (CHANG CHI). The Company recognised losses associated with product returns, inventory loss and related expenses in the amount of $179,337 as of 31 December, 2017 due to the impact of this incident.

    • The Company was sued for violating the Act Governing Food Safety and Sanitation as a result of the oil and food safety incident casued by CHANG CHI. On April 27, 2017, the Intellectual Property Court rendered a decision in favour of the Company, but some representatives were charged with fraud for mislabeling oil. The court also confiscated $32,929 in revenue gained from the sales of these products. The Company has petitioned to the Council of Grand Justices for an interpretation on whether the confiscation was reasonable.

On November 27, 2019, the Taiwan Changhua District Court ruled that CHANG CHI, KAO, CHEN-LI, WEN, JUI-PIN and CHOU, KUN-MING are jointly liable to compensate the Company for $66,595 and related interests, for which the Company has obtained a certificate of the obligatory claim.

~80~

  • (b) Due to more problematic oil was announced by the government organisations between September 2014 and October 2014, the Company has taken countermeasures such as taking the initiative to remove the products from shelves as a precautionary measure, notifying the competent authorities and compensating customers for returned products. The Company recognised losses associated with returns of certain affected products and compensation in the amount of $226,017 during the period from 2014 to 2015.

  • (c) To safeguard the interests of the Company, the Company continually filed lawsuits for compensation against a number of suppliers supplying problematic oil depending upon each circumstance. The remaining cases, CHANG GUANN CO., LTD., TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD are pending with the courts. In May 2019, the court advised LIHAO ENTERPRISE CO., LTD. a settlement to compensate the Company for $1,276, which was recognised by the Company. The Company’s management resolutely safeguards the rights and interests of the Company and shareholders and may take necessary legal actions in due course depending on the hearing process.

  • B. The Group entered into a loan repayment agreement with WANG DE XING TEA COMPANY (an investee company whose 51% shares were originally held by the Group but sold in January 2016). The entity has been repaid the principal and interest in accordance with the agreement. However, in term of the last repayment of USD 2.965 million due on October 1, 2020, the Company agreed to amend the repayment schedule considering the impact of the COVID-19 pandemic on the entity’s operation, the enhancement of collateral provided and the good credit of the entity on the past repayments. The remaining payments will be repaid in three instalments over three years.

The Group has provided for a full loss allowance in accordance with generally accepted accounting principles for the aforementioned receivables in the previous year after considering the risk of default.

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 5.

~81~

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 7.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 8.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 9.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 10.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 11.

(4) Major shareholders information

Major shareholders information: Please refer to table 12.

~82~

14. Segment Information

(1) General information

Management has determined the reportable operating segments based on the reports reviewed by the Chief Operating Decision-Maker that are used to make strategic decisions.

There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information during this period. The accounting policies of the operating segments are in agreement with the significant accounting policies summarised in Note 4.

(2) Measurement of segment information

The accounting policies of operating segments are in agreement with the significant accounting policies summarised in Note 4. The post-tax net income is used to measure the Company’s operating segment profit (loss) and performance of the operating segments.

(3) Segment Information

The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:

~83~

Year ended December 31, 2020 2020
Packaging Adjustments
Food segment segment Others and eliminations Total
Revenue from external customers $ 17,802,265
$ 532,409
$ 316,197
$ -
$ 18,650,871
Inter-segment revenue 1,055,228 449,808 522,631 ( 2,027,667)
-
Total segment revenue $ 18,857,493 $ 982,217 $ 838,828 ($ 2,027,667) $ 18,650,871
Segment income (loss) $ 716,016
$ 79,590 $ 291,073
($ 550,537) $ 536,142
Segment income (loss), including:
Depreciation expense ($ 1,031,437)
($ 51,432)
($ 1,086)
- ($ 1,083,955)
Interest income 29,950 8,316 7,100 ( 22,550)
22,816
Interest expense ( 163,799)
( 3,484)
( 5,491)
22,550
( 150,224)
Share of profit or loss of investments accounted for using
the equity method 311,385 6,482 226,000 ( 544,487)
( 620)
Segment assets 16,667,335 666,362 697,824 - 18,031,521
Year ended December 31, 2019
Adjustments
Food segment Packagingsegment Others and eliminations Total
Revenue from external customers $ 19,422,917
$ 515,688
$ 289,514
$ -
$ 20,228,119
Inter-segment revenue 1,030,156 434,961 577,406 ( 2,042,523)
-
Total segment revenue $ 20,453,073 $ 950,649 $ 866,920 ($ 2,042,523) $ 20,228,119
Segment income (loss) $ 1,835,336 $ 76,190 $ 670,186 ($ 1,230,833) $ 1,350,879
Segment income (loss), including:
Depreciation expense ($ 990,622)
($ 48,544)
($ 1,085)
$ -
($ 1,040,251)
Interest income 35,275 11,688 24,000 ( 26,243)
44,720
Interest expense ( 204,835)
( 3,899)
( 9,588)
26,243 ( 192,079)
Share of profit or loss of investments accounted for using
the equity method 665,015 13,263 553,493 ( 1,231,072)
699
Segment assets 17,004,764 657,200 1,434,979 - 19,096,943

~84~

(4) Reconciliation for segment income (loss)

  • A. Sales between segments are carried out at arm’s length. The revenue from external customers reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.

  • B. The Company’s Chief Operating Decision-Maker assesses performance of operating segments and allocates resources based on post-tax net income, thus, reconciliation is not needed.

  • C. The amounts provided to the Chief Operating Decision Maker with respect to total assets are measured in a manner consistent with that of the financial statements.

~85~

(5) Information on products and services

Details of revenue are as follows:

Details of revenue are as follows:
Year ended December 31
2020 2019
Revenue from food manufacturing sales $ 17,802,265
$ 19,422,917
Revenue from trade of molds and other packaging 532,409 515,688
Others 316,197
289,514
$ 18,650,871
$ 20,228,119

(6) Geographical information

Geographical information for the years ended December 31, 2020 and 2019 is as follows:

Year ended December 31

Taiwan
Mainland China and others
Non-current
Revenue
assets
8,440,389
$ 5,765,449
$ 10,210,482
4,940,844
18,650,871
$ 10,706,293
$ 2020
Non-current
Revenue
assets
8,248,222
$ 5,913,496
$ 11,979,897
5,135,144
20,228,119
$ 11,048,640
$ 2019
Revenue
8,440,389
$ 10,210,482
18,650,871
$

Note: Non-current assets excluded financial instruments and deferred income tax assets.

(7) Major customer information

The Group’s major customers with which the sales revenues from a single customer accounting for more than 10% of total net operating revenue in the consolidated statement of comprehensive income. Details are as follows:

Taiwan Year ended December 31 Year ended December 31 Year ended December 31
Revenue
Segment
2,856,118
$ Food Segment
2020
2019
Revenue
2,856,118
$
Revenue
2,618,644
$
Segment
Food Segment

~85~

Wei Chuan Foods Corporation and subsidiaries Loans to others Year ended December 31, 2020 Table 1

No.
(Note1)
Table 1
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year
ended
December31,2020
Balance at
December31,2020
Actual amount
drawndown
Interest
rate
Nature of
loan
(Note2)
Amount of
transactions
with the
borrower
Reason
for short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a single party
Ceiling on
total loans
granted
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Ceiling on
total loans
granted
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Item Value
1
2
2
3
3
3
WEI-CHUAN(BVI)
CO., LTD.
HANGZHOU WEI-
CHUAN FOOD CO.,
LTD.
HANGZHOU WEI-
CHUAN FOOD CO.,
LTD.
KUNSHAN KING
CAN MOLD
INDUSTRIAL CO.,
LTD.
KUNSHAN KING
CAN MOLD
INDUSTRIAL CO.,
LTD.
KUNSHAN KING
CAN MOLD
INDUSTRIAL CO.,
LTD.
WANG DE XING
TEA COMPANY
Hangzhou Weichuan
Biotechnology Foods
Co., Ltd.
LANGFANG WEI-
CHUAN FOODS CO.,
LTD.
Hangzhou Weichuan
Biotechnology Foods
Co., Ltd.
HANGZHOU WEI-
CHUAN FOOD CO.,
LTD.
LANGFANG WEI-
CHUAN FOODS CO.,
LTD.
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
N
Y
Y
Y
Y
Y
89,691
$ 87,582
656,865
35,066
87,664
122,730
84,443
$ 87,320
654,900
34,928
87,320
122,248
84,443
$ 43,660
458,430
34,928
87,320
122,248
2.5000%~
3.8379%
3.8500%~
4.7500%
3.8500%~
4.7500%
3.8500%~
4.3500%
3.8500%~
4.3500%
3.8500%~
4.3500%
2
2
2
2
2
2
-
$ -
-
-
-
-
Loan repayment
and working
capital needs
Loan repayment
and working
capital needs
Loan repayment
and working
capital needs
Loan repayment
and working
capital needs
Loan repayment
and working
capital needs
Loan repayment
and working
capital needs
84,443)
($ -
-
-
-
-
Property
and tea
leaf
None
None
None
None
None
88,910
$ -
-
-
-
-
745,573
$ 1,499,005
1,499,005
134,315
134,315
134,315
1,491,145
$ 2,998,009
2,998,009
268,629
268,629
268,629
Notes 3 and 6
Note 4
Note 4
Note 5
Note 5
Note 5

Table 1, page 1

Note1: The Company is ‘0’; the subsidiaries are numbered in order starting from ‘1’. The same company shall have the same number.

Note 2: The numbers filled in for the nature of loans are as follows:

(1) Business transaction: 1.

  • (2) Short-term financing: 2.

Note 3: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in WEI-CHUAN(BVI) CO., LTD.’s “Procedures for Provision of Loans” are as follows:

  • (1) Ceiling on total loans granted by WEI-CHUAN(BVI) CO., LTD. is 40% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

  • (2) For short-term financing, limit on loans granted to a single party by WEI-CHUAN(BVI) CO., LTD. is 20% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

  • (3) For loans granted between overseas companies in which WEI-CHUAN(BVI) CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, ceiling on total loans granted is 100% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

Limit on loans granted to a single party is 100% of WEI-CHUAN(BVI) CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

Note 4: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in HANGZHOU WEI-CHUAN FOOD CO., LTD.’s “Procedures for Provision of Loans” are as follows:

  • (1) Ceiling on total loans granted by HANGZHOU WEI-CHUAN FOOD CO., LTD. is 40% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

  • (2) For short-term financing, limit on loans granted to a single party by HANGZHOU WEI-CHUAN FOOD CO., LTD. is 20% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

  • (3) For loans granted between overseas companies in which HANGZHOU WEI-CHUAN FOOD CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, WEI-CHUAN(BVI) CO., LTD.’s ceiling on total loans granted is 100% of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

Limit on loans granted to a single party is 50% of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.

Note 5: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s “Procedures for Provision of Loans” are as follows:

  • (1) Ceiling on total loans granted by KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. is 40% of net asset value based on its latest financial statements.

  • (2) For short-term financing, limit on loans granted to a single party by KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. is 20% of net asset value based on its latest financial statements.

  • (3) For loans granted between overseas companies in which KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, ceiling on total loans granted is 100% of KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s net asset value based on its latest financial statements.

Limit on loans granted to a single party is 50% of KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s net asset value based on its latest financial statements.

  • Note 6: In order to focus on the core business, the Group transferred its entire equity interest of 51% in WANG DE XING TEA COMPANY and negotiated a repayment. However, the Group made full loss allowance in 2016 after considering the risk of default on the loan.

Table 1, page 2

Wei Chuan Foods Corporation and subsidiaries

Provision of endorsements and guarantees to others Year ended December 31, 2020

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Number Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 2)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31, 2020
(Note 3)
Outstanding
endorsement/
guarantee
amount at
December 31, 2020
(Note 4)
Actual amount
drawn down
(Note 5)
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company (Note 6)
Ceiling on
total amount of
endorsements/
guarantees
provided
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 1)
0
0
0
1
1
1
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
HANGZHOU WEI-
CHUAN FOOD CO., LTD.
HANGZHOU WEI-
CHUAN FOOD CO., LTD.
HANGZHOU WEI-
CHUAN FOOD CO., LTD.
Cheng Shuen Nung Ranch
Dairy Co., Ltd.
Hangzhou Weichuan
Biotechnology Foods Co.,
Ltd.
CONCOURSE
INTERNATIONAL INC.
Hangzhou Weichuan
Biotechnology Foods Co.,
Ltd.
LANGFANG WEI-
CHUAN FOODS CO.,
LTD.
SUZHOU WEI-CHUAN
FOODS CO., LTD.
(2)
(2)
(2)
(4)
(4)
(4)
2,282,568
$ 2,282,568
2,282,568
2,998,009
2,998,009
2,998,009
435,000
$ 219,160
998,250
43,832
438,320
876,640
435,000
$ 218,300
854,400
43,660
-
873,200
435,000
$ 135,346
70,228
43,660
-
296,888
665,037
$ -
-
-
-
-
6.35
3.19
12.48
1.46
-
29.13
6,847,705
$ 6,847,705
6,847,705
2,998,009
2,998,009
2,998,009
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
Y
N
Y
Y
Y

Table 2, page 1

Note 1: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

Note 2: 1. Provision of endorsements and guarantees by Wei Chuan Foods Corporation:

  • (1) Ceiling on total amount of endorsements/guarantees provided is Wei Chuan Foods Corporation’s net asset value.

  • (2) Limit on endorsements/guarantees provided for a single party is a third of total amount of endorsements/guarantees provided by Wei Chuan Foods Corporation.

  • (3) Ceiling on total amount of endorsements/guarantees provided by Wei Chuan Foods Corporation and its subsidiaries is 1.2 times of Wei Chuan Foods Corporation’s net asset value. Limit on endorsements/guarantees provided by Wei Chuan Foods Corporation and its subsidiaries for a single party is a third of total amount of endorsements/guarantees provided.

  • Provision of endorsements and guarantees by HANGZHOU WEI-CHUAN FOOD CO., LTD.:

  • (1) Ceiling on total amount of endorsements/guarantees provided is the net asset value based on its latest consolidated financial statements audited (reviewed) by independent auditors.

  • (2) Limit on endorsements/guarantees provided for a single party is the total amount of endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD.

  • (3) Ceiling on total amount of endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD. and its subsidiaries is 1.2 times of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on its latest consolidated financial statements audited (reviewed) by independent auditors. Limit on endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD. and its subsidiaries for a single party is the total amount of endorsements/guarantees provided. Note 3: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.

  • Note 4: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies Note 5: The actual amount of endorsements/guarantees used by the endorsed/guaranteed company.

Note 6: For endorsements/guarantees provided by the Company, the net asset value is based on the Company’s latest financial statements.

For endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD., the net asset value is based on the entity’s consolidated financial statements audited (reviewed) by independent auditors.

Table 2, page 2

Wei Chuan Foods Corporation and subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

Year ended December 31, 2020

Securities held by
Table 3
Marketable securities Relationship with the
securities issuer
General
ledger account
Bookvalue
Ownership
(%)
Fairvalue
Footnote
As of December31,2020
(Except as otherwise indicated)
Expressed in thousands of NTD
Bookvalue
Ownership
(%)
Fairvalue
Footnote
As of December31,2020
(Except as otherwise indicated)
Expressed in thousands of NTD
Bookvalue
Ownership
(%)
Fairvalue
Footnote
As of December31,2020
(Except as otherwise indicated)
Expressed in thousands of NTD
Bookvalue
Ownership
(%)
Fairvalue
Footnote
As of December31,2020
(Except as otherwise indicated)
Expressed in thousands of NTD
Number of shares Bookvalue Ownership
(%)
Fairvalue
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
KANG CHUAN ENGINEERING
CO., LTD.
KANG CHUAN ENGINEERING
CO., LTD.
KANG CHUAN ENGINEERING
CO., LTD.
KANG CHUAN ENGINEERING
CO., LTD.
WEI-CHUAN INTERNATIONAL
LIMITED
WEI-CHUAN INTERNATIONAL
LIMITED
WEI-CHUAN ASIAN
INVESTMENT LIMITED
Stock of CONNECTION INVESTMENT CO.,
LTD.
Stock of COCORD BUILDERS ENTERPRISE
CO., LTD.
Stock of AN LI INVESTMENT CO., LTD.
Stock of RAINIER INVESTMENT CO., LTD.
Stock certificate of LI JIA CONSTRUCTION LTD.
GUANG CHANG INVESTMENT &
DEVELOPMENT CO., LTD.
Stock of COCORD BUILDERS ENTERPRISE
CO., LTD.
Stock of CONNECTION INVESTMENT CO.,
LTD.
Stock of RAINIER INVESTMENT CO., LTD.
Stock of AN LI INVESTMENT CO., LTD.
Stock certificate of Shanghai Wei Chuan Foods
Industrial Co., Ltd.
Stock certificate of Kuiling Wei-Chuan Food Ltd.
Stock certificate of Kuiling Wei-Chuan Food Ltd.
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
Non-current financial assets at fair value
through profit or loss
1,380,000
22,340,197
3,329,500
3,329,500
Note
-
545,431
41,400
82,650
82,650
Note
Note
Note
17,500
$ -
-
-
5,617
10,000
16.67
10.75
18.50
18.50
18.36
-
0.26
0.50
0.46
0.46
19.00
10.77
5.10
17,500
$ -
-
-
5,617
10,000
33,117
$
33,117
$
-
$ 335
-
-
-
-
-
-
$ 335
-
-
-
-
-
335
$
335
$

Note: The investee is a limited company without shares.

Table 3, page 1

Wei Chuan Foods Corporation and subsidiaries

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital

Year ended December 31, 2020

Table 4
Investor
Marketable
securities
(Note1)
General
ledgeraccount
Counterparty
(Note2)
Relationship
with
theinvestor
Balance as at January1,2020 Balance as at January1,2020 Addition(Note 3) Addition(Note 3) Disposal(Note 3) Disposal(Note 3) Balance as atDecember31,2020
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance as atDecember31,2020
Expressed in thousands of NTD
(Except as otherwise indicated)
Number of
shares
Amount Number of
shares
Amount Number of
shares
Selling price Bookvalue Gain (loss)
ondisposal
Number of
shares
Amount
Wei Chuan
Foods
Corporation
Cheng Shuen
Nung Ranch
Dairy Co., Ltd.-
common stocks
Investments
accounted for
using the equity
method
Cheng Shuen
Nung Ranch
Dairy Co., Ltd.
Subsidiary - $ - 57,929,989 $ 753,035 - $ - $ - $ - 57,929,989 $ 753,035

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities

Note 2: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leave the columns blank.

Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.

  • Note 4: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

  • Note 5: In April 2020, the Company invested and established wholly owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd.("Cheng Shuen Nung"), in cash in the amount of $30,000. Based on the resolutions of the Board of Directors on May 11, 2020 and of the shareholders on June 23, 2020, the Company spun-off ranch related business (including assets, liabilities and operation) to Cheng Shuen Nung. The effective date for the spin-off was set on December 31, 2020. Also, Cheng Shuen Nung increased its capital by issuing shares at a par value of NT$ 10. Among the new issuance, 54,929,989 shares with voting rights were issued to the Company as a consideration to receiving the ranch business valued at $723,035, the carrying amount of common stocks which were acquired was $753,035.

Table 4, page 1

Wei Chuan Foods Corporation

Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more

Year ended Decmeber 31, 2020

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

(Note 4) (Note 4) (Note 4) Relationship Basis or reference Real estate Transaction date or Date of Disposal Status of collection Gains (losses) with the Reason for used in setting the Other disposed by Real estate date of the event acquisition Book value amount of proceeds on disposal Counterparty seller disposal price commitments WEI CHUAN Property of ranch Note 4 1972 $ 663,533 $ 663,533 Note 4 _ Cheng Shuen Subsidiaries Fulfill Carrying amount FOODS business to 2017 Nung Ranch Dairy specialisation to on the effective CORPORATION Co., Ltd. enhance date of spin-off competitiveness and management performance

  • Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.

  • Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

  • Note 3: Date of the event referred to herein is the date of contract signing date, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

  • Note 4: In April 2020, the Company invested and established wholly owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd.(Cheng Shuen Nung), in cash in the amount of $30,000. Based on the resolutions of the Board of Directors on May 11, 2020 and of the shareholders on June 23, 2020, the Company spun-off ranch related business (including assets, liabilities and operation) to Cheng Shuen Nung. The effective date for the spin-off was set on

  • December 31, 2020. Also, Cheng Shuen Nung increased its capital by issuing shares at a par value of NT$ 10. Among the new issuance, 54,929,989 shares with voting rights were issued to the Company as a consideration to receiving the ranch business valued at $723,035, The carrying amount of the property which was spun off was $663,533.

Table 5, Page 1

Wei Chuan Foods Corporation and subsidiaries

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2020

Table 6

Purchaser/seller
Table 6
Counterparty Relationship with the
counterparty
Transaction compared to third party
transactions
Differences in transaction terms
Percentage of
total notes/accounts
Balance
receivable (payable)
Footnote
(Except as otherwise indicated)
Expressed in thousands of NTD
Purchases
(sales)
Amount Percentage
of total
purchases
(sales)
Credit term Unit price Credit term Balance Percentage of
total notes/accounts
receivable (payable)
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
CONCOURSE INTERNATIONAL
INC.
KING CAN INDUSTRY
CORPORATION
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
Hangzhou Weichuan Biotechnology
Foods Co., Ltd.
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
HANGZHOU CONCOURSE
TRADING CO., LTD.
KING CAN INDUSTRY
CORPORATION
CONCOURSE
INTERNATIONAL INC.
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
SHANGHAI DINGSHI
WAREHOUSE CO.,LTD
Hangzhou Weichuan
Biotechnology Foods Co., Ltd.
HANGZHOU WEI-CHUAN
FOOD CO., LTD.
CONCOURSE
INTERNATIONAL INC.
CONCOURSE
INTERNATIONAL INC.
Parent company to
subsidiary
Parent company to
subsidiary
Subsidiary to parent
company
Subsidiary to parent
company
Second-tier subsidiary
to other related party
Second-tier subsidiary
to second-tier
subsidiary
Second-tier subsidiary
to second-tier
subsidiary
Second-tier subsidiary
to subsidiary
Second-tier subsidiary
to subsidiary
Purchases
Purchases
Sales
Sales
Sales
Purchases
Sales
Purchases
Purchases
448,176
$ 333,875
333,875)
(
448,176)
(
843,545)
(
156,001
156,001)
(
363,118
158,865
0.11
0.08
0.56
0.46
0.09
0.02
0.49
0.07
0.84
60 - 90 days
60 - 90 days
60 - 90 days
60 - 90 days
30 - 45 days
30 days
30 days
30 days
60 days
In accordance with
agreement
No significant
difference from
general transactions
No significant
difference from
general transactions
In accordance with
agreement
No significant
difference from
general transactions
In accordance with
agreement
In accordance with
agreement
In accordance with
agreement
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
84,278)
($ 72,147)
(
72,147
84,278
197,318
30,807)
(
30,807
10,837)
(
5,554)
(
0.13
0.11
0.48
0.40
0.14
0.03
0.82
0.01
1.00

Table 6, page 1

Differences in transaction terms

Differences in transaction terms Differences in transaction terms
Purchaser/seller Counterparty Relationship with the
counterparty
Transaction compared to third party
transactions
Footnote
Purchases
(sales)
Amount Percentage
of total
purchases
(sales)
Credit term Unit price Credit term Balance Percentage of
total notes/accounts
receivable (payable)
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
LANGFANG WEI-CHUAN FOODS
CO., LTD.
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
LANGFANG WEI-CHUAN
FOODS CO., LTD.
HANGZHOU WEI-CHUAN
FOOD CO., LTD.
CHAMPION LINKER CORP.
Second-tier subsidiary
to second-tier
subsidiary
Second-tier subsidiary
to second-tier
subsidiary
Second-tier subsidiary
to other related party
Purchases
Sales
Purchases
854,739
$ 854,739)
(
123,360
0.17
1.00
0.02
30 days
30 days
30 days
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
No significant
difference from
general transactions
126,337)
($ 126,337
3,087)
(
0.13
1.00
-

Table 6, page 2

Wei Chuan Foods Corporation and subsidiaries

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2020

Table 7
Creditor
Counterparty Relationship
withthe counterparty
Balance as at
December31,2020
Turnover rate Overduereceivables Overduereceivables Amount collected
subsequent to the
Allowance for
balance sheet date
accounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount collected
subsequent to the
Allowance for
balance sheet date
accounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Actiontaken
LANGFANG WEI-CHUAN FOODS
CO., LTD.
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
HANGZHOU WEI-CHUAN FOOD
CO., LTD.
KUNSHAN KING CAN MOLD
INDUSTRIAL CO., LTD.
HANGZHOU WEI-CHUAN FOOD CO.,
LTD.
SHANGHAI DINGSHI WAREHOUSE
CO.,LTD
LANGFANG WEI-CHUAN FOODS
CO., LTD.
LANGFANG WEI-CHUAN FOODS
CO., LTD.
Second-tier subsidiary to
second-tier subsidiary
Second-tier subsidiary to
other related party
Second-tier subsidiary to
second-tier subsidiary
Second-tier subsidiary to
second-tier subsidiary
126,337
$ 197,318
458,430
122,248
8.17
3.61
N/A
N/A
-
$ -
-
-
None
None
None
None
126,337
$ 196,703
-
-
-
$ -
-
-

Table 7, page 1

Wei Chuan Foods Corporation and subsidiaries

Significant inter-company transactions during the reporting periods

Year ended December 31, 2020

Year ended December 31, 2020
Number
Table 8
Companyname Counterparty Relationship Transaction
(Except as otherwise indicated)
Expressed in thousands of NTD
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues
or total assets(Note3)
0
0
0
1
0
0
1
3
1
1
2
1
1
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
HANGZHOU WEI-CHUAN FOOD CO., LTD.
Wei Chuan Foods Corporation
Wei Chuan Foods Corporation
HANGZHOU WEI-CHUAN FOOD CO., LTD.
HANGZHOU CONCOURSE TRADING CO.,
LTD.
HANGZHOU WEI-CHUAN FOOD CO., LTD.
HANGZHOU WEI-CHUAN FOOD CO., LTD.
KUNSHAN KING CAN MOLD INDUSTRIAL
CO., LTD.
HANGZHOU WEI-CHUAN FOOD CO., LTD.
HANGZHOU WEI-CHUAN FOOD CO., LTD.
CONCOURSE INTERNATIONAL INC.
Hangzhou Weichuan Biotechnology Foods Co.,
Ltd.
Cheng Shuen Nung Ranch Dairy Co., Ltd.
SUZHOU WEI-CHUAN FOODS CO., LTD.
KING CAN INDUSTRY CORPORATION
CONCOURSE INTERNATIONAL INC.
CONCOURSE INTERNATIONAL INC.
CONCOURSE INTERNATIONAL INC.
LANGFANG WEI-CHUAN FOODS CO.,
LTD.
Hangzhou Weichuan Biotechnology Foods Co.,
Ltd.
LANGFANG WEI-CHUAN FOODS CO.,
LTD.
LANGFANG WEI-CHUAN FOODS CO.,
LTD.
Hangzhou Weichuan Biotechnology Foods Co.,
Ltd.
Parent company to subsidiary
Parent company to second-tier subsidiary
Parent company to second-tier subsidiary
Second-tier subsidiary to second-tier subsidiary
Parent company to subsidiary
Parent company to subsidiary
Second-tier subsidiary to subsidiary
Second-tier subsidiary to subsidiary
Second-tier subsidiary to second-tier subsidiary
Second-tier subsidiary to second-tier subsidiary
Second-tier subsidiary to second-tier subsidiary
Second-tier subsidiary to second-tier subsidiary
Second-tier subsidiary to second-tier subsidiary
Provision of endorsements and
guarantees
Provision of endorsements and
guarantees
Provision of endorsements and
guarantees
Provision of endorsements and
guarantees
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Other receivables
Other receivables
Account payable
854,400
$ 435,000
218,300
873,200
448,176
333,875
363,118
158,865
854,739
156,001
122,248
458,430
126,337
Note 1
Note 1
Note 1
Note 1
In accordance with agreement
Same as third parties
In accordance with agreement
Same as third parties
Same as third parties
Same as third parties
Note 3
Note 3
Same as third parties
N/A
N/A
N/A
N/A
2.40%
1.79%
1.95%
0.85%
4.58%
0.84%
0.68%
2.54%
0.70%

Note 1: The endorsements and guarantees were provided in accordance with Procedures for Provision of Endorsements and Guarantees to Others, and the transaction amount was the outstanding endorsement/guarantee amount at the end of the year.

Note 2: Individual transaction amounts less than $100 million are not disclosed. In addition, the same transactions are not disclosed twice.

Note 3: The loans were granted in accordance with Procedures for Provision of Loans, and the transaction amount was the actual amount drawn down.

Table 8, page 1

Wei Chuan Foods Corporation and subsidiaries

Information on investees Year ended December 31, 2020

Information on investees
Year ended December 31, 2020
Information on investees
Year ended December 31, 2020
Investor
Table 9
Investee Location Main business
activities
Initial investment amount Shares held as at December 31,2020 Net profit (loss)
of the investee
for the year ended
Dcember 31,2020
Investment
income(loss)
recognised by
the Company
for the year ended
December 31,2020
Footnote
(Except as otherwise indicated)
Expressed in thousands of NTD
Balance as at
December 31,2020
Balance as at
December 31,2019
Number of shares Ownership (%) Book value
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
Wei Chuan Foods
Corporation
KING CAN INDUSTRY
CORPORATION
KING CAN INDUSTRY
CORPORATION
CONCOURSE
INTERNATIONAL INC.
CHINA YOUTH CO.,
LTD.
WEI-CHUAN
INTERNATIONAL
LIMITED
WEI-CHUAN(BVI) CO.,
LTD.
FU TING FOODS CO.,
LTD.
KANG CHUAN
ENGINEERING CO., LTD.
THAI WEI-CHUAN CO.,
LTD.
WEI-CHUAN ASIAN
INVESTMENT LIMITED
Cheng Shuen Nung Ranch
Dairy Co., Ltd.
KingCan (BVI)
Corporation
Taiwan
Taiwan
Taiwan
British Virgin Islands
British Virgin Islands
Taiwan
Taiwan
Thailand
Hong Kong
Taiwan
British Virgin Islands
Process, manufacture and trade
of tinplate products such as tin
cans, tin boxes and bottle caps
General import and export trade
business
Trade of vegetables and fruits
as well as agricultural and
fishery products
General investment
General investment
Livestock farm management
Planning, design and
implementation of construction
projects
Food processing
General investment
Livestock farm management
General investment
-
$ 1,959,112
212,041
787,549
2,547,071
75,000
377,499
37,919
-
753,035
123,213
-
$ 1,959,112
212,041
787,549
2,547,071
75,000
404,551
37,919
-
-
123,213
34,539,451
14,034,753
8,481,905
-
-
7,500,000
35,113,408
390,000
-
57,929,989
-
98.68
99.99
99.79
100.00
100.00
37.50
99.85
60.00
1.00
100.00
100.00
577,905
$ 220,537
8,002
56,321
3,715,641
17,686
205,430
7,829)
(
1)
(
752,831
275,616
73,115
$ 56,645
27)
(
3,744
189,661
1,654)
(
703
-
6,496)
(
204)
(
6,482
70,681
$ 52,083
27)
(
3,744
189,661
620)
(
702
-
65)
(
204)
(
6,482
-
-
Note 3
Note 1
Notes 1 and 2
-
Note 4
-
Note 1
-
Notes 1 and 2

Table 9, page 1

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2020 Shares held as at December 31,2020 Shares held as at December 31,2020 Net profit (loss)
of the investee
for the year ended
Dcember 31,2020
income(loss)
recognised by
the Company
for the year ended
December 31,2020
Footnote
Balance as at
December 31,2020
Balance as at
December 31,2019
Number of shares Ownership (%) Book value
CONCOURSE
INTERNATIONAL INC.
WEI-CHUAN
INTERNATIONAL
LIMITED
WEI-CHUAN ASIAN
INVESTMENT LIMITED
CONCOURSE
INTERNATIONAL
LIMITED
WEI-CHUAN ASIAN
INVESTMENT LIMITED
HEALTH CAN
DEVELOPMENT
LIMITED
Samoa
Hong Kong
Hong Kong
General investment
General investment
General investment
25,673
$ 255
4
25,673
$ 255
4
-
-
-
100.00
99.00
75.00
31,257
$ 182)
(
-
3,518
$ 6,496)
(
168)
(
3,518
$ 6,431)
(
-
Notes 1 and 2
Note 1
Note 1

Note 1: The investee is a limited company without shares.

Note 2: Information relating to the Company’s investment in the investees in Mainland China through investee companies, WEI-CHUAN(BVI) CO., LTD., KingCan (BVI) Corporation and CONCOURSE INTERNATIONAL LIMITED is provided in table 8. Note 3: The Company’s 99.79% owned investee, CHINA YOUTH CO., LTD., was dissolved as approved by its shareholders in November 2016 and the dissolution was approved by the competent authority in January 2017. Note 4: The Company’s 99.85% owned investee, KANG CHUAN ENGINEERING CO., LTD., was dissolved as resolved by its Board of Directors in December 2016.

Table 9, page 2

Wei Chuan Foods Corporation and subsidiaries

Information on investments in Mainland China Year ended December 31, 2020

Investee in
Mainland China
Table 10
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of
January1,2020
Amount remitted back
to Taiwan for the year
ended December 31,2020
to Mainland China/
Amount remitted from Taiwan
Amount remitted back
to Taiwan for the year
ended December 31,2020
to Mainland China/
Amount remitted from Taiwan
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December
31,2020
Net income of
investee as of
December
31,2020
Ownership
held by the
Company
(direct or indirect)
Investment income
(loss) recognised
by the Group
for the year
ended December
31,2020
Book value of
investments in
Mainland China
as of December
31,2020
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2020
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Remitted to
Mainland China
Remitted back
to Taiwan
Fuzhou Kefu Convenient
Food Co., Ltd.
Kuiling Wei-Chuan Food
Ltd.
HEILONGJIANG WEI
CHUAN FOOD CO.
HEILONGJIANG WEI
CHUAN DAIRY CO.
Shanghai Wei Chuan Foods
Industrial Co., Ltd.
Hangzhou Weichuan
Biotechnology Foods Co.,
Ltd.
HANGZHOU WEI-
CHUAN FOOD CO., LTD.
WEI CHUAN FOODS
INVESTMENT CO., LTD.
KUNSHAN KING CAN
MOLD INDUSTRIAL CO.,
LTD.
HANGZHOU
CONCOURSE TRADING
CO., LTD.
Instant noodles
Monosodium glutamate
(MSG)
Condiments and other
products
Dairy and other products
Instant noodles and other
products
Manufacture and sale of
food products such as milk
powder, rice and wheat
powder and solid drinks
Manufacture and brand
marketing of refrigerated
dairy beverages
General investment
Manufacture of food molds
and injection molds
General import and export
trade business
48,440
$ 284,325
72,633
249,163
136,238
326,435
1,268,366
450,319
224,813
25,165
3
3
2
2
2
2
2
2
2
2
15,602
$ 44,349
19,896
121,501
22,278
326,435
1,268,366
450,319
98,716
25,165
-
$ -
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
15,602
$ 44,349
19,896
121,501
22,278
326,435
1,268,366
450,319
98,716
25,165
-
$ -
-
-
-
114,083)
(
266,131
33,328
6,475
3,515
37.50
15.87
67.00
70.00
19.00
100.00
100.00
100.00
98.68
99.99
-
$ -
-
-
-
114,083)
(
266,131
33,328
6,389
3,515
-
$ -
-
-
-
37,739)
(
3,049,100
568,348
275,231
30,794
-
$ -
-
-
-
-
513,959
-
278,426
-
-
-
Note 5
Note 5
Note 5
Note 6
Note 6
Note 6
Notes 7
Notes 8

Table 10, page 1

Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of
January1,2020
Amount remitted back
to Taiwan for the year
ended December 31,2020
to Mainland China/
Amount remitted from Taiwan
Amount remitted back
to Taiwan for the year
ended December 31,2020
to Mainland China/
Amount remitted from Taiwan
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December
31,2020
Net income of
investee as of
December
31,2020
Ownership
held by the
Company
(direct or indirect)
Investment income
(loss) recognised
by the Group
for the year
ended December
31,2020
Book value of
investments in
Mainland China
as of December
31,2020
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,2020
Footnote
Remitted to
Mainland China
Remitted back
to Taiwan
LANGFANG WEI-
CHUAN FOODS CO.,
LTD.
SUZHOU WEI-CHUAN
FOODS CO., LTD.
Manufacture and brand
marketing of refrigerated
dairy beverages
Manufacture and brand
marketing of refrigerated
dairy beverages
449,250
386,361
2
2
-
-
-
-
-
-
-
-
33,545
4,568)
(
100.00
100.00
33,545
4,568)
(
564,831
366,767
-
-
Notes 9
Notes 10

Table 10, page 2

Companyname Accumulated
amount of
remittance
from Taiwan
to Mainland
China
as of
December31,2020
Investment
amount approved
by the
Investment
Commission of
the Ministry of
Economic
Affairs(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA(Note 4)
Wei Chuan Foods Corporation $ 3,194,141 $ 2,525,369 $ 4,113,473

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

  • (1) Directly invest in a company in Mainland China..

  • (2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

  • (3) Others

Note 2: Investment income (loss) recognised by the Group for the current year was valued based on each investee’s self-prepared financial statements of the same reporting period that were not audited or reviewed by independent auditors.

Note 3: The amounts shown in the table are expressed in New Taiwan dollars. Additionally, paid-in capital is translated using the exchange rates at the time of initial investment.

Note 4: The ceiling is 60% of consolidate net asset value in accordance with the regulations.

Note 5: The Company acquired 67%, 70% and 19% equity interest in HEILONGJIANG WEI CHUAN FOOD CO., HEILONGJIANG WEI CHUAN DAIRY CO. and Shanghai Wei Chuan Foods Industrial Co., Ltd., respectively, through its direct wholly-owned investee company, WEI-CHUAN INTERNATIONAL LIMITED.

Note 6: The Company acquired 100% equity interest in Hangzhou Weichuan Biotechnology Foods Co., Ltd., HANGZHOU WEI-CHUAN FOOD CO., LTD. and WEI CHUAN FOODS INVESTMENT CO., LTD. through its direct wholly-owned investee company, WEI-CHUAN(BVI) CO., LTD.

Note 7: The Company acquired 98.68% equity interest in KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. through its indirect 98.68% owned investee company, KingCan (BVI) Corporation. Note 8: The Company acquired 99.99% equity interest in HANGZHOU CONCOURSE TRADING CO., LTD. through its indirect 99.99% owned investee company, CONCOURSE INTERNATIONAL LIMITED. Note 9: The Company acquired 100% equity interest in LANGFANG WEI-CHUAN FOODS CO., LTD. through its indirect wholly-owned investee company, WEI CHUAN FOODS INVESTMENT CO.

Note 10: The Company acquired 100% equity interest in SUZHOU WEI-CHUAN FOODS CO., LTD. through its indirect wholly-owned investee company, HANGZHOU WEI-CHUAN FOOD CO., LTD.

Table 10, page 3

Wei Chuan Foods Corporation and subsidiaries

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas Year ended December 31, 2020

Investee in Mainland China
Table 11
Sale(purchase) Sale(purchase) Propertytransaction Propertytransaction (payable)
Accounts receivable
(payable)
Accounts receivable
or collaterals
endorsements/guarantees
Provision of
or collaterals
endorsements/guarantees
Provision of
Financing Financing Interest during
the year ended
December 31,2020
Others
(Except as otherwise indicated)
Expressed in thousands of NTD
Interest during
the year ended
December 31,2020
Others
(Except as otherwise indicated)
Expressed in thousands of NTD
Amount % Amount % December 31,2020 % Balance at
December 31,2020
Purpose Maximum balance
during the
year ended
December 31,2020
Balance at
December 31,2020
Interest rate Interest during
the year ended
December 31,2020
Hangzhou Weichuan
Biotechnology Foods Co., Ltd.
$ - - $ - - $ - - $ 218,300 Provision of endorsements and
guarantees on loans
$ - -
$
- -
$
-

Note: Individual transaction amounts less than $100 million are not disclosed.

Table 11, page 1

Wei Chuan Foods Corporation and subsidiaries

Major shareholders information

Year ended December 31, 2020

Table 12

Table 12
Name of major shareholders Shares
Number of shares held(common shares) Number of shares held(preference shares) Ownership (%)
KANG CHENG CO., LTD.
KANG CHAU COMPANY LTD.
KONG SHENG INVESTMENT CORP.
KONG CHING CORP. LTD.
KONG FA INVESTMENT CORP.
50,523,000
50,407,000
36,688,000
35,880,000
29,828,000
-
-
-
-
-
9.98%
9.96%
7.24%
7.09%
5.89%

Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialised form because of a different calculation basis.

  • Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data disclosed is the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shares include the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. The information on the reported share equity of insider is provided in the “Market Observation Post System”.

Table 12, page 1

V. Parent Company Only Financial Reports for the Recent Years and Auditor’s Report (Excluding Statements of Major Accounting Items)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000374

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, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as of and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~2~

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 2020 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 2020 parent company only financial statements are stated as follows:

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(22) for details of revenue.

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

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

How our audit addressed the matter

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

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

~3~

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

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

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

Evaluation of inventories

Description

Refer to Note 4(11) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.

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

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

How our audit addressed the matter

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

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

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

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

~4~

  1. Obtained net realizable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

~5~

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

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

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

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

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

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

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

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

~6~

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.

Wu, Yu-Lung Huang, Shih-Chun

For and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2021

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

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.

~7~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3)
6(3)
6(3) and 7(2)
7(2)
6(4)
6(2)
6(5)
6(6) and 8
6(7)
6(8) and 8
6(9)
6(28)
6(10) and 8
December31, %
5
-
7
-
1
-
5
-
-
18
-
42
28
1
2
-
9
-
82
100
2020
December31, 2019
Amount
704,926
$ 12,881
865,552
7,522
108,098
659
603,310
10,847
6,101
2,319,896
33,117
5,554,353
3,687,645
130,460
188,651
-
1,195,454
17,730
10,807,410
13,127,306
$
Amount
556,706
$ 17,539
864,751
5,994
143,311
659
544,826
27,226
7,939
2,168,951
33,108
5,055,817
4,891,241
140,663
193,754
104,519
1,261,069
21,151
11,701,322
13,870,273
$
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable due from related parties, net
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair value through profit or loss
1550
Investments accounted for using the equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1830
Non-current biological assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
4
-
7
-
1
-
4
-
-
16
-
37
35
1
1
1
9
-
84
100

(Continued)

~8~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Notes
6(12)
6(13)
7(2)
6(14) and 9(1)
7(2)
6(15)
6(15)
6(28)
7(2)
6(5)(16)
6(18)
6(19)
6(20)
6(21)

9
11
December31, %
5
2
-
4
1
5
-
-
-
17
22
6
1
2
31
48
39
-
5
2
8
2)
(

52
100
2020
December31, 2019
Amount
600,000
$ 249,939
21
473,631
167,313
617,982
9,126
22,495
42,481
2,182,988
2,903,867
795,942
108,008
288,796
4,096,613
6,279,601
5,060,629
36,113
682,715
302,706
1,018,043
252,501)
(

6,847,705
13,127,306
$
Amount
1,220,000
$ -
1,455
480,437
181,820
616,668
7,473
21,964
42,146
2,571,963
2,936,754
966,736
117,085
341,867
4,362,442
6,934,405
5,060,629
36,103
551,470
-
1,590,372
302,706)
(

6,935,868
13,870,273
$
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and unrecognised contract
commitments
Significant events after the balance sheet date
3X2X
Total liabilities and equity
9
-
-
4
1
5
-
-
-
19
21
7
1
2
31
50
37
-
4
-
11
2)
(
50
100

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

~9~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

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

Items Notes Year ended December 31 Year ended December 31
2020 2019
%
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss (profit) of subsidiaries, associates and joint ventures
accounted for using equity method, net
7000
Total non-operating income and expense
7900
Profit before income tax
7950
Income tax (income) expense
8000
Income from continuing operations
8200
Profit for the year
Components of other comprehensive income (loss) that will
not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8330
Share of other comprehensive income of associates
and joint ventures accounted for using equity method
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Exchange differences on translation
8360
Components of other comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year

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

~10~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

YearendedDecember31,2019 Notes Ordinary share
5,060,629
$ -
-
-
-
-
-
5,060,629
$ 5,060,629
$ -
-
-
-
-
-
-
5,060,629
$
Capitalsurplus
31,936
$ -
-
-
-
-
4,167
36,103
$ 36,103
$ -
-
-
-
-
-
10
36,113
$
Retained earnings
Legal reserve
475,607
$ -
-
-
75,863
-
-
551,470
$ 551,470
$ -
-
-
131,245
-
-
-
682,715
$
6(21)
6(20)
6(20)
6(19)
6(21)
6(20)
6(20)
6(20)
6(19)
Balance at January 1, 2019
Profit for the year
Other comprehensive loss for the year
Total comprehensive income (loss) for the year
Appropriation and distribution of 2018 retained earnings
Legal reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Balance at December 31, 2019
YearendedDecember31,2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Appropriation and distribution of 2019 retained earnings
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Capital surplus - dividends unclaimed by shareholders
Balance at December 31, 2020

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

~11~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense
(Reversal of) impairment on expected credit loss
Interest expense
Interest income
Net gain on financial assets at fair value through profit or loss
Proceeds from disposal of non-current assets classified as held for sale
Share of loss (profit) of subsidiaries, associates and joint ventures
accounted for using the equity method
Losses on disposal of property, plant and equipment and biological assets
Reversal of impairment on property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Notes receivable due from related parties
Accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
2020
2019
449,785
$ 1,564,257
$ 6(26)
352,217
367,979
12(2)
22,668)
(
10,926
6(25)
58,609
66,168
8,056)
(
11,805)
(
6(24)
9)
(
-
6(24)
-
1,269,341)
(
6(5)
315,955)
(
668,924)
(
6(24)
37,336
72,192
6(24)
9,720)
(
-
4,662
16,559
-
3,378
1,463)
(
131,264
1,528)
(
83
52,693
30,785
65,485)
(
21,365)
(
15,705
33,408
1,838
1,532
-
21
1,434)
(
846)
(
10,363
16,186)
(
14,507)
(
5,790)
(
1,076
33,837)
(
962
2,049)
(
52,638)
(
61,749)
(
491,783
206,660
8,056
11,805
597,514
156,651
59,465)
(
67,100)
(
5,658)
(
4,660)
(
1,032,230
303,356
Year ended December 31
Year ended December 31 Year ended December 31
2019
303,356

(Continued)

~12~

WEI CHUAN FOODS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of investments accounted for using the equity method
Proceeds from capital reduction of subsidiaries
Proceeds from distribution of capital surplus by subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of biological assets
Proceeds from disposal of biological assets
Increase in prepayments for business facilities
Decrease in guarantee deposits paid
Decrease (increase) in restricted financial assets
Income taxes paid
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of investments accounted for using the equity method
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Payments of lease liabilities
Repayments of long-term borrowings
Proceeds from long-term borrowings
Increase (decrease) in guarantee deposits received
Dividends paid
Proceeds from dividends unclaimed by shareholders
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2020
2019
-
$ 2,107,824
$ 30,000)
(
-
6(5) and 7(2)
22,965
563,373
6(5) and 7(2)
-
109,648
6(30)
140,878)
(
208,938)
(
5,845
3,759
6(30)
63,331)
(
66,700)
(
17,634
33,790
850)
(
-
1,421
-
6(10)
2,000
1,500)
(
-
471,152)
(
185,194)
(
2,070,104
30,039)
(
-
6(31)
620,000)
(
700,000)
(
6(31)
250,000
120,000
6(31)
26,960)
(
29,723)
(
6(31)
1,003,000)
(
1,800,390)
(
6(31)
1,405,000
550,000
6(16)
1,210
9,941)
(
6(20)
675,037)
(
404,850)
(
10
4,167
698,816)
(
2,270,737)
(
148,220
102,723
6(1)
556,706
453,983
6(1)
704,926
$ 556,706
$ Year ended December 31
Year ended December 31 Year ended December 31
2019
102,723
453,983
556,706
$

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

~13~

WEI CHUAN FOODS CORPORATION

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. History and Organisation

  • (1) Wei Chuan Foods Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) and other related regulations in September 1953. The Company is primarily engaged in manufacturing, processing and sale of dairy products, beverages and instant foods.

  • (2) The Company’s shares have been listed on Taiwan Stock Exchange since February 1962.

2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation

These parent company only financial statements were authorised for issuance by the Board of Directors on March 29, 2021.

3. Application of New Standards, Amendments and Interpretations

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

follows:
New Standards, Interpretations and Amendments Effective date by
International Accounting
Standards Board

Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of
material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark
reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
Note: Earlier application from January 1, 2020 is allowed by FSC.
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020 (Note)

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

~14~

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

follows:
Effective date by
International Accounting
New Standards, Interpretations and Amendments
Standards Board
Amendments to IFRS 4, ‘Extension of the temporary exemption from January 1, 2021
applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest January 1, 2021
Rate Benchmark Reform - Phase 2’

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

as endorsed by the FSC are as follows:
New Standards, Interpretations and Amendments
Effective date by
International Accounting
Standards Board

Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, ‘Insurance contracts’
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 8, ‘Definition of accounting estimates’
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts-cost of fulfilling a contract’
Annual improvements to IFRS Standards 2018 - 2020

January 1, 2022
To be determined by
International Accounting
Standards Board
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022
January 1, 2022
January 1, 2022

~15~

The Company continually evaluates the impact of the above standards and interpretations to the Company’s financial condition and financial performance. The quantitative impact will be disclosed when the assessment is complete.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(2) Basis of preparation

  • A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Foreign currency translation

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional and presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

~16~

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the Company entities, associates and jointly controlled entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii. All resulting exchange differences are recognised in other comprehensive income.

  • (b) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.

(4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

~17~

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(7) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

~18~

(8) Impairment of financial assets

For financial assets at amortised cost, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(9) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

- (10) Leasing arrangements (lessor) operating leases

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(11) Inventories

The perpetual inventory system is adopted for inventory recognition. The cost is determined using the weighted-average method. The fixed production overheads are allocated based on the normal capacity of the production facilities. Normal capacity is the production expected to be achieved on average over a number of periods, taking into account the planned maintenance. The actual level of production may be used if it approximates normal capacity. Ending inventories are stated at the lower of cost and net realisable value. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses.

(12) Investments accounted for using the equity method / subsidiaries and associates

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

~19~

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.

  • D. Upon loss of significant influence over a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Company loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • E. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • F. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • G. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • H. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • I. Pursuant to the “Regulations Governing the Preparation of Financial Statements by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.

~20~

(13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

and equipment are as follows:
Buildings and structures 5 ~ 60 years
Machinery and equipment 2 ~ 30 years
Office equipment 2 ~ 20 years
Transportation equipment 2 ~ 10 years
Others 2 ~ 30 years

(14) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.

  • The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured

~21~

and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the amount of the initial measurement of lease liability.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognise the difference between remeasured lease liability in profit or loss.

(15) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 38 ~ 60 years.

(16) Biological assets

Biological assets are measured at fair value. However, biological assets may be measured at cost less accumulated depreciation if the fair value cannot be obtained from the active market, and the alternative estimation of the fair value is clearly not reliable. They are depreciated over the expected useful life using the straight-line method, which is primarily 5 years. In addition to acquisition cost, feeding costs are capitalised when incurred and are tested annually for impairment. Where there is objective evidence of impairment, an impairment loss is recognised.

(17) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

~22~

(18) Borrowings

  • A. Borrowings comprise long-term and short-term bank borrowings and other long-term and short-term loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

(19) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(20) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

(21) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(22) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

~23~

(23) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plans

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

    • iii. Past service costs are recognised immediately in profit or loss.

  • C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ remuneration

  • Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

~24~

(24) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(25) Share capital

  • Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

~25~

(26) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities.

(27) Revenue recognition

  • A. The Company manufactures and sells food products. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer. Delivery occurs when the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.

  • B. The products are often sold with volume discounts based on aggregate sales over a 12-month period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated sales discounts and allowances. Accumulated experience is used to estimate and provide for the sales discounts and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. No significant financing component is deemed present as the sales are made with a credit term of 15 to 90 days, which is consistent with market practice.

  • C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

(28) Government grants

  • Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.

~26~

5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year ; and the related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

Based on the Company’s assessment, there is no significant uncertainty in the adoption of the accounting policies.

(2) Critical accounting estimates and assumptions

  • A. Revenue recognition

The Company estimates the incentives relating to the sales revenue based on the agreements. Provisions for such liabilities are recorded as a deduction item to sales revenues when the sales are recognised. The Company reassesses the reasonableness of estimates of incentives periodically.

  • B. Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2020, the Company recognised inventories amounting to $603,310.

  • C. Impairment loss on property, plant and equipment

The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of group strategy might cause material impairment on assets in the future.

As of December 31, 2020, the Company recognised impairment loss on property, plant and equipment amounting to $3,687,645.

~27~

  • D. Realisability of deferred tax assets

  • Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Assessment of the realisability of deferred tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred tax assets.

  • As of December 31, 2020, the Company recognised deferred tax assets amounting to $1,195,454.

6. Details of Significant Accounts

(1) Cash and cash equivalents

ils of Significant Accounts
Cash and cash equivalents
Cash on hand
Checking accounts and demand deposits
Time deposits
December31,2020
2,333
$ 371,805
330,788
704,926
$
December31,2019
3,051
$ 200,912
352,743
556,706
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. As of December 31, 2020 and 2019, the Company’s cash and cash equivalents amounting to $8,000 and $10,000, respectively, were restricted due to the guarantee deposit paid for the operational use and were reclassified as other non-current assets. Refer to Notes 6(10) and 8 for more details.

(2) Financial assets at fair value through profit or loss

Non-current items:
Financial assets mandatorily measured at fair value
through profit or loss
Unlisted stocks
Valuation adjustment
December 31,2020
383,592
$ 350,475)
(
33,117
$
December 31, 2019
383,592
$ 350,484)
(
33,108
$
  • A. Amounts recognised in profit or loss in relation to financial assets at fair value through profit or loss are listed below:

~28~

Year ended December 31 2020 2019 Financial assets mandatorily measured at fair value through profit or loss Unlisted stocks $ 9 $ -

  • B. Information relating to credit risk is provided in Note 12(2).

(3) Notes and accounts receivable (including related parties)

December 31, 2020 December 31,2019
Notes receivable $ 12,881
$ 17,543
Less: Allowance for uncollectible accounts - ( 4)
$ 12,881
$ 17,539
Accounts receivable $ 866,338
$ 865,003
Less: Allowance for uncollectible accounts ( 786)
( 252)
$ 865,552 $ 864,751
Accounts receivable due from related parties $ 7,522 $ 5,994
  • A. Information relating to ageing analysis and credit risk of accounts receivable and notes receivables (including related parties) is provided in Note 12(2).

  • B. As of December 31, 2020 and 2019, notes receivable and accounts receivable (including related parties) were all from contracts with customers. Also, as of January 1, 2019, the balance of receivables (including related parties) from contracts with customers amounted to $1,039,824.

  • C. The Company has no notes receivable and accounts receivable pledged to others.

(4) Inventories

Raw materials and supplies
Work in progress
Finished goods
December 31,2020
Allowance for
Cost
valuation loss
189,243
$ 12,529)
($ 112,642
2)
(
332,064
18,108)
(
633,949
$ 30,639)
($
Book value
176,714
$ 112,640
313,956
603,310
$

~29~

Raw materials and supplies
Work in progress
Finished goods
Allowance for
Cost
valuation loss
Book value
187,326
$ 12,021)
($ 175,305
$ 91,002
14)
(
90,988
315,891
37,358)
(
278,533
594,219
$
49,393)
($ 544,826
$ December 31,2019
  • A. The above inventories were not pledged as collateral.

  • B. The cost of inventories recognised as expense for the year.

Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
Cost of goods sold $ 5,862,488
$ 5,984,274
(Gain on reversal of) loss on decline in market value ( 18,754)
1,632
Scrap of inventories and gain or loss on physical inventory 180,501 197,413
Revenue from sales of scraps ( 3,227)
( 4,242)
Loss on excess capacity 27,622 34,984
$ 6,048,630
$ 6,214,061

Gain on reversal of decline in market value was because of the sale of inventories previously written down which was charged to cost of goods sold.

(5) Investments accounted for using the equity method / Other non-current liabilities-others

2020 2019
At January 1 $ 5,047,544
$ 5,371,948
Addition of investments accounted for using the equity
method
753,035 -
Share of profit or loss of investments accounted for using
the equity method
315,955 668,924
Cash dividends received ( 597,514)
( 156,651)
Proceeds from capital reduction ( 22,965)
( 563,373)
Proceeds from distribution of capital surplus - ( 109,648)
Currency translation differences 50,205 ( 163,938)
Others 263 282
At December 31 $ 5,546,523
$ 5,047,544

Note: To implement division of services and enhance competitiveness and operational performance, the Company invested $30,000 to establish a wholly-owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd. (Cheng Shuen Nung), in April 2020.

The Board of Directors and the shareholders at their meeting on May 11, 2020 and June 23, 2020 resolved to spin off its business relating to the Linfengying Ranch to Cheng Shuen Nung in exchange for 54,929,989 new shares issued by Cheng Shuen Nung at a price of $10 (in

~30~

dollars) per share at a consideration of $723,035. The ranch related business (including assets, liabilities and operation) was spun off from the Company to Cheng Shuen Nung. The effective date for the spin-off was set on December 31, 2020.

The nature of spin off was a group reorganisation, and based on IFRS and the letter of the Accounting Research And Development Foundation Interpretation 100-390, the accounting basis of Cheng Shuen Nung was the carrying amounts of assets and liabilities at the effective date for the spin-off.

date for the spin-off.
Investee companies
(a)Presented under assets-
Investments accounted for using the equity method:
Subsidiary
KING CAN INDUSTRY CORPORATION
CONCOURSE INTERNATIONAL INC.
CHINA YOUTH CO., LTD.
WEI-CHUAN INTERNATIONAL LIMITED
WEI-CHUAN(BVI) CO., LTD
KANG CHUAN ENGINEERING CO., LTD.
WEI-CHUAN ASIAN INVESTMENT LIMITED
CHENG SHUEN NUNG RANCH DAIRY CO., LTD.
Associates
FU TING FOODS CO., LTD.
Investee companies
(b)Presented under liabilities-
Other non-current liabilities-others:
THAI WEI-CHUAN CO., LTD.
WEI-CHUAN ASIAN INVESTMENT LIMITED
Year ended December 31
2020
2019
Carryingamount
Carrying amount
577,905
$ 563,837
$ 220,537
191,175
8,002
8,029

56,321
55,464
3,715,641
3,991,249
205,430
227,693
-

64
752,831
-
5,536,667
5,037,511
17,686
18,306
5,554,353
$ 5,055,817
$ Year ended December 31
2019
Carrying amount
563,837
$ 191,175
8,029

55,464
3,991,249
227,693
64
-
2020
Carryingamount
7,829
$ 1
7,830
$
2019
Carrying amount
8,273
$ -
8,273
$

A. Subsidiaries

Refer to Note 4(3) in the consolidated financial statements for the year ended December 31, 2020 for other information about the Company’s subsidiaries.

~31~

B. Associates

The carrying amount of the Company’s interests in all individually immaterial associates and the Company’s share of the operating results are summarised below:

As of December 31, 2020 and 2019, the carrying amount of the Company’s individually immaterial associates amounted to $17,686 and $18,306, respectively.

Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
(Loss) profit for the year from continuing
operations ($ 620)
$ 699
Other comprehensive income, net of tax - -
Total comprehensive (loss) income ($ 620)
$ 699

~32~

(6) Property, plant and equipment

Property, plant and equipment
At January 1
Cost
Accumulated depreciation and impairment

Opening net book amount as at January 1
Additions
Disposals
Reclassifications
Depreciation expense
Reversal of impairment loss
Effect of corporate spin-off

Closing net book amount as at December 31
At December 31
Cost
Accumulated depreciation and impairment
Land
2,686,532
$ 2,131)
(

2,684,401
$ 2,684,401
$ -
-

-
-

-
395,218)
(

2,289,183
$ 2,291,314
$ 2,131)
(

2,289,183
$
Buildings and
structures
2,077,345
$ 1,229,775)
(

847,570
$ 847,570
$ 1,105
922)
(

-
55,951)
(

728

268,315)
(

524,215
$ 1,642,262
$ 1,118,047)
(

524,215
$
Unfinished
construction
Machinery and
Office
Transportation
and equipment
equipment
equipment
equipment
under acceptance
2,225,132
$ 616,509
$ 367,120
$ 24,197
$ 1,914,674)
(
546,317)
(
358,149)
(
-
310,458
$ 70,192
$
8,971
$ 24,197
$ 310,458
$ 70,192
$ 8,971
$ 24,197
$ 12,937
15,157

2,481
96,683
2,537)
(
34)
(
-
-
35,031
2,339

-
80,647)
(
95,395)
(
23,850)
(
6,645)
(
-
2,431)
(
-
-

-
16,178)
(
8,913)
(
1,170)
(
-
241,885
$ 54,891
$ 3,637
$ 40,233
$ 2,083,046
$ 593,471
$ 338,504
$ 40,233
$ 1,841,161)
(
538,580)
(
334,867)
(
-
241,885
$ 54,891
$ 3,637
$ 40,233
$ 2020
Others
3,004,399
$ 2,058,947)
(
945,452
$ 945,452
$ 26,349
14,582)
(
44,127
129,465)
(
11,423
349,703)
(
533,601
$ 2,358,723
$ 1,825,122)
(
Total
11,001,234
$ 6,109,993)
(
4,891,241
$
4,891,241
$ 154,712

18,075)
(
850
311,306)
(
9,720
1,039,497)
(
3,687,645
$ 9,347,553
$ 5,659,908)
(


533,601
$


3,687,645
$

~33~

2019

At January 1
Cost
Accumulated depreciation and impairment
Opening net book amount as at January 1
Additions
Disposals
Reclassifications
Depreciation expense
Closing net book amount as at December 31
At December 31
Cost
Accumulated depreciation and impairment
Land
2,679,335
$ 2,131)
(
2,677,204
$ 2,677,204
$ -
-
7,197
-
2,684,401
$ 2,686,532
$ 2,131)
(
2,684,401
$
Buildings and
structures
2,051,632
$ 1,158,000)
(
893,632
$ 893,632
$ -
-
12,180
58,242)
(
847,570
$ 2,077,345
$ 1,229,775)
(
847,570
$
Machinery and
equipment
2,178,417
$ 1,858,758)
(
319,659
$ 319,659
$ 6,184
-
76,194
91,579)
(
310,458
$ 2,225,132
$ 1,914,674)
(
310,458
$
Office
equipment
600,522
$ 541,159)
(
59,363
$ 59,363
$ 30,603
-
4,998
24,772)
(
70,192
$ 616,509
$ 546,317)
(
70,192
$
Transportation
equipment
378,506
$ 358,328)
(
20,178
$ 20,178
$ 1,274
190)
(
-
12,291)
(
8,971
$ 367,120
$ 358,149)
(
8,971
$
Unfinished
construction
and equipment
under acceptance
54,832
$ -
54,832
$ 54,832
$ 145,501
-
176,136)
(
-
24,197
$ 24,197
$ -
24,197
$
Others
2,946,036
$ 1,979,193)
(
966,843
$
966,843
$ 14,683
-
94,340
130,414)
(
945,452
$ 3,004,399
$ 2,058,947)
(
945,452
$
Total
10,889,280
$ 5,897,569)
(
4,991,711
$
4,991,711
$ 198,245
190)
(
18,773
317,298)
(
4,891,241
$
11,001,234
$ 6,109,993)
(
4,891,241
$
  • A. The Company’s property, plant and equipment are for its own use.

  • B. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • C. The above land items include $382 and $63,860 of farmland as of December 31, 2020 and 2019, respectively. The title to the farmland will be transferred to the Company following the change of land category. However, the land was pledged as collateral in the amounts of $20,000 and $86,300 to the Company in order to safeguard the interests of the Company.

  • D. The amounts of interest capitalised, which were calculated based on monthly average interest rates, for the years ended December 31, 2020 and 2019 were $223 and $428, respectively.

  • E. Information about the reversal of impairment loss on property, plant and equipment is provided in Note 6(11).

~34~

(7) Leasing arrangements - lessee

  • A. The Company leases various assets including offices, warehouses and business vehicles. Rental contracts are typically made for periods of 1 to 17 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets cannot be subleased, lent, sold or granted in any different form to third parties without the consent of the lessor.

  • B. The carrying amount of right-of-use assets and the depreciation expense are as follows:

Buildings and structures
Transportation equipment
Buildings and structures
Transportation equipment
December31,2020
December31,2019
Carrying amount
Carrying amount
127,582
$ 136,140
$ 2,878
4,523
130,460
$ 140,663
$ Year ended December 31
December31,2020
December31,2019
Carrying amount
Carrying amount
127,582
$ 136,140
$ 2,878
4,523
130,460
$ 140,663
$ Year ended December 31
2020
Depreciation expense
26,973
$ 1,644
28,617
$
2019
Depreciation expense
27,287
$ 822
28,109
$
  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $18,414 and $38,845, respectively.

  • D. Information on profit or loss in relation to lease contracts is as follows:

Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Year ended December 31
2020
2019
2,484
$ 2,791
$ 1,569
$ 1,221
$
  • E. Apart from the cash outflow for the interest expense on lease liabilities and expenses on short-term lease contracts as aforementioned in Note 6(7)D, the cash outflow resulting from payments of the principal portion of the lease liability amounted to $26,960 and $29,723 for the years ended December 31, 2020 and 2019, respectively.

~35~

(8) Investment property, net

Investment property, net
2020
Buildings and
Land structures Total
At January 1
Cost $ 49,998
$ 211,637
$ 261,635
Accumulated depreciation - ( 61,919)
( 61,919)
Accumulated impairment ( 4,433) ( 1,529)
( 5,962)
$ 45,565 $ 148,189
$ 193,754
Opening net book amount as at
January 1 $ 45,565
$ 148,189
$ 193,754
Depreciation expense - ( 5,103)
( 5,103)
Closing net book amount as at
December 31 $ 45,565
$ 143,086
$ 188,651
At December 31
Cost $ 49,998
$ 211,637
$ 261,635
Accumulated depreciation - ( 67,022)
( 67,022)
Accumulated impairment ( 4,433) ( 1,529) ( 5,962)
$ 45,565
$ 143,086
$ 188,651
2019
Buildings and
Land structures Total
At January 1
Cost $ 57,195
$ 236,477
$ 293,672
Accumulated depreciation -
( 70,569)
( 70,569)
Accumulated impairment ( 4,433) ( 1,529) ( 5,962)
$ 52,762 $ 164,379 $ 217,141
Opening net book amount as at
January 1 $ 52,762
$ 164,379
$ 217,141
Reclassifications ( 7,197)
( 10,974)
( 18,171)
Depreciation expense - ( 5,216) ( 5,216)
Closing net book amount as at
December 31 $ 45,565 $ 148,189 $ 193,754
At December 31
Cost $ 49,998
$ 211,637
$ 261,635
Accumulated depreciation - ( 61,919)
( 61,919)
Accumulated impairment ( 4,433) ( 1,529) ( 5,962)
$ 45,565 $ 148,189 $ 193,754

~36~

  • A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
property are shown below:
Rental income from investment property
Direct operating expenses arising from the investment
property that generated rental income during the year
2020
2019
31,887
$ 32,462
$ 5,103
$ 5,216
$ Year ended December 31
32,462
$
5,216
$
  • B. The fair value of the investment property held by the Company as at December 31, 2020 and 2019 was $1,366,050 and $814,649, respectively, which was valued based on the transaction prices of similar property in the neighbouring areas. Valuations is categorised within Level 2 in the fair value hierarchy.

  • C. Information about the investment property that was pledged to others as collateral is provided in Note 8.

(9) Non-current biological assets

Non-current biological assets
2020
Immature
Biological assets biological assets Total
At January 1
Cost $ 44,123
$ 72,304
$ 116,427
Accumulated depreciation ( 11,908)
- ( 11,908)
$ 32,215
$ 72,304 $ 104,519
Opening net book amount as at
January 1 $ 32,215
$ 72,304
$ 104,519
Additions - 67,156 67,156
Disposals ( 26,506)
( 16,234)
( 42,740)
Reclassifications 49,385 ( 49,385)
-
Depreciation expense ( 7,191)
- ( 7,191)
Effect of corporate spin-off ( 47,903) ( 73,841) ( 121,744)
Closing net book amount as at
December 31 $ - $ - $ -
At December 31
Cost $ -
$ -
$ -
Accumulated depreciation - - -
$ - $ - $ -

~37~

2019
Immature
Biological assets biological assets Total
At January 1
Cost $ 121,388
$ 72,474
$ 193,862
Accumulated depreciation ( 34,896) - ( 34,896)
$ 86,492 $ 72,474 $ 158,966
Opening net book amount as at
January 1 $ 86,492
$ 72,474
$ 158,966
Additions 5,760 66,700 72,460
Disposals ( 95,551)
( 14,000)
( 109,551)
Reclassifications 52,870 ( 52,870)
-
Depreciation expense ( 17,356)
- ( 17,356)
Closing net book amount as at
December 31 $ 32,215 $ 72,304
$ 104,519
At December 31
Cost $ 44,123
$ 72,304
$ 116,427
Accumulated depreciation ( 11,908) - ( 11,908)
$ 32,215 $ 72,304
$ 104,519
)Other non-current assets
December31,2020
December 31, 2019
Guarantee deposits paid $ 9,010

$
10,431
Restricted bank deposits 8,000 10,000
Prepayments for business facilities 720 720
$ 17,730
$
21,151

(10) Other non-current assets

(11) Impairment of non-financial assets

The Company takes into consideration the utilisation of assets to assess at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. The recoverable amounts are estimated based on value in use of those assets. Information on impairment loss recognised or reversed based on the value in use of aforementioned assets for the Company’s food segment is as follows:

~38~

Year ended December31
2020 2019
Recognised Recognised
in other in other
Recognised in comprehensive Recognised in comprehensive
profit or loss income profit or loss income
(Impairment loss)/gain on reversal of
impairment loss-buildings and structures $ 728
$ -
$ -
$ -
(Impairment loss)/gain on reversal of
impairment loss-machinery and equipment ( 2,431)
- - -
(Impairment loss)/gain on reversal of
impairment loss-other equipment 11,423 - -
-
$ 9,720
$ -
$ -
$ -

(12) Short-term borrowings

Short-term borrowings
Bank borrowings
Unsecured borrowings
Secured borrowings
Bank borrowings
Unsecured borrowings
Secured borrowings
December 31,2020
100,000
$ 500,000
600,000
$ December 31, 2019
500,000
$ 720,000
1,220,000
$
Interest
rate range
Collateral
1.05%
1.15%~1.20%
Interest
rate range
None
Note 8
Collateral
1.45%
1.34%~1.45%
None
Note 8

Information on the interest expense recognised in profit or loss is provided in Note 6(25).

(13) Short-term notes and bills payable

Short-term notes and bills payable
December 31,2020
Interest
Amount rate range
Short-term notes and bills payable $ 250,000
1.08%~1.09%
Less: Unamortised discount ( 61)
$ 249,939

December 31, 2019: None.

~39~

(14) Other payables

Wages and salaries and bonus payable
Sales commission payable
Freight payable
Advertisement expense payable
Machinery and equipment payable
Others
December 31,2020
186,139
$ 171,637
66,235
31,765
30,968
131,238
617,982
$
December 31,2019
199,860
$ 141,826
69,707

17,931

26,872

160,472

616,668
$

- (15) Long term borrowings

Long-term borrowings
December 31, 2020 December 31, 2019
Unsecured borrowings $ 119,867
$ 119,754
Secured borrowings 2,817,000 2,850,000
2,936,867 2,969,754
Less: Current portion (shown as other current
liabilities) ( 33,000) ( 33,000)
$ 2,903,867
$ 2,936,754
Interest rate range 1.19%~1.38% 1.34%~1.55%
  • A. As of December 31, 2020, the Group has entered into the following loan facility agreements:

  • (a) A $1.7 billion loan facility agreement with United Overseas Bank that can be redrawn between May 9, 2020 and April 30, 2022.

  • (b) A $700 million loan facility agreement with Far Eastern International Bank that can be redrawn between September 9, 2020 and September 22, 2023.

  • (c) A $550 million loan facility agreement with Sunny Bank that was drawn once on December 30, 2019. The principal was repaid monthly and was settled on December 30, 2022.

  • (d) A $120 million loan facility agreement with China Bills Finance Corporation that can be redrawn between June 18, 2020 and June 17, 2022.

  • (e) A RMB 200 million loan facility agreement with China Merchants Bank that can be redrawn between May 30, 2019 and May 30, 2024.

The above agreements entered into with United Overseas Bank and Far Eastern International Bank contain default clauses. The banks have the right to terminate the facility, cancel the undrawn facility or require the Company to make immediate repayment of the principal amount of loan facility withdrawn and outstanding and the relevant expenses if any events of default occur.

The events of default mainly include: Breach of commitments (including financial covenants) and restrictions or special agreements, etc.

As of December 31, 2020, the Company has no event of default.

~40~

  • B. Information on the pledged assets is provided in Note 8.

  • C. Information on the interest expense recognised in profit or loss is provided in Note 6(25).

  • (16) Other non-current liabilities

Other non-current liabilities
December 31, 2020 December 31, 2019
Accrued pension liabilities $ 262,604
$ 316,442
Guarantee deposits received 18,362 17,152
Other liabilities-others 7,830
8,273
$ 288,796
$ 341,867

(17) Pensions

  • A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Department of Trusts, Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.

  • (b) The amounts recognised in the balance sheet are as follows:

December 31,2020 December 31,2019
Present value of defined benefit obligations
($
965,377)
($
996,395)
Fair value of plan assets 702,773 679,953
Net defined benefit liability
($
262,604)
($
316,442)

~41~

(c) Movements in net defined benefit liabilities are as follows:

Present value of

Present value of Present value of
defined benefit Fair value of Net defined
obligations Plan assets benefit liability
2020
Balance at January 1 ($ 996,395)
$ 679,953
($ 316,442)
Current service cost ( 4,755)
-
( 4,755)
Interest (expense) income ( 7,656)
5,386
( 2,270)
( 1,008,806) 685,339
( 323,467)
Remeasurements:
Return on plan assets (excluding net interest
from net defined benefit liabilities (assets)) - 22,225 22,225
Change in financial assumptions ( 25,835)
-
( 25,835)
Demographic assumptions adjustments 4,810 -
4,810
( 21,025)
22,225 1,200
Pension fund contribution - 59,663 59,663
Paid pension 64,454
( 64,454)
-
Balance at December 31 ($ 965,377) $ 702,773 ($ 262,604)
Present value of
defined benefit Fair value of Net defined
obligations Plan assets benefit liability
2019
Balance at January 1 ($ 1,012,320)
$ 671,942
($ 340,378)
Current service cost ( 7,264)
- ( 7,264)
Interest (expense) income ( 12,094)
8,255 ( 3,839)
( 1,031,678) 680,197 ( 351,481)
Remeasurements:
Return on plan assets (excluding net interest
from net defined benefit liabilities (assets)) - 22,052 22,052
Change in financial assumptions ( 30,500)
- ( 30,500)
Demographic assumptions adjustments 4,994 - 4,994
Experience adjustments ( 34,359)
- ( 34,359)
( 59,865)
22,052 ( 37,813)
Pension fund contribution - 72,852 72,852
Paid pension 95,148 ( 95,148)
-
Balance at December 31 ($ 996,395) $ 679,953 ($ 316,442)

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits

~42~

with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

(e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2020
2019
0.40%
0.80%
1.00%
1.00%
Year ended December 31
2020
2019
0.40%
0.80%
1.00%
1.00%
Year ended December 31
0.80%
1.00%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

obligation is affected. The analysis was as follows:
Increase 0.5%
Decrease0.5%
December 31, 2020
Effect on present value of
defined benefit obligation
32,112)
($ 34,011
$ December 31, 2019
Effect on present value of
defined benefit obligation
33,792)
($ 35,836
$ Discount rate
Future salary increases
Increase0.5%
Decrease0.5%
33,642
$ 32,086)
($ 35,592
$ 33,896)
($
Decrease0.5%

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Company for the following year amount to $61,849.

  • (g) As of December 31, 2020, the Company’s weighted average duration of the retirement plan

is 6.7 years. The analysis of timing of the future pension payment was as follows:

Within 1 year
1-2 year(s)
2-5 years
5-10 years
Amount
76,921
$ 81,158
271,666
334,239
763,984
$

~43~

  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contribute monthly an amount 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2020 and 2019, were $40,280 and $37,740, respectively.

(18) Share capital

As of December 31, 2020, the Company’s authorised capital was $8,000,000 and the share capital was $5,060,629 with a par value of $10 (in dollars) per share. All the shares issued by the company are ordinary shares. The number of shares issued and outstanding was 506,063 thousand shares. All proceeds from shares issued have been collected.

(19) Capital surplus

  • A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. The dividends unclaimed by shareholders for over 5 years shall be recognised as capital surplus in accordance with Order No. Jing-Shang-10602420200 issued in September 2017 by the Ministry of Economic Affairs, R.O.C.

(20) Retained earnings

  • A. According to the Articles of Incorporation of the Company, the appropriation of the earnings was as follows:

  • (a)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, if any, the Board of Directors should propose the distribution or to retain the remaining earnings along with prior accumulated undistributed earnings for

~44~

the approval of the shareholders. The dividends shall be distributed in proportion to the number of shares held by each shareholder accordingly, and the dividends to shareholders every year shall account for at least 50% of net profit of the year. However, dividends are not distributed if the net profit of the year is lower than 5% of paid-in capital. Dividends can be distributed to shareholders in the forms of cash or stocks, provided the cash dividends shall not be less than 50% of the total dividends distributed.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, have the earnings in whole or in part distributed in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders at the shareholders’ meeting.

  • (b)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, the remaining shall be appropriated as dividends which was set at annual rate of 6%, however, the dividends shall not be paid with the capital. If any, earnings can be distributed with accumulated retained earnings of last year as special reserve or to be retained after being resolved by the shareholders, and the remaining can be distributed according to the proportion of each shareholder. Shareholders’ dividends and bonus can be distributed in cash or stocks. However, the ratio of cash dividend shall not be less than 20%.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • D. The appropriation of earnings by the Company

  • (a) The appropriation of 2018 earnings approved by the shareholders of the Company on June 27, 2019 is as follows:

~45~

Legal reserve
Cash dividends
Year ended December31,2018 Year ended December31,2018
Amount

75,863
$ 404,850
$
Earnings per
share(in dollars)
0.80
  • (b) The appropriation of 2019 earnings approved by the shareholders of the Company on June 23, 2020 is as follows:
Legal reserve
Special reserve
Cash dividends
Earnings per
Amount
share (in dollars)
131,245
$ 302,706
$ 675,037
$ 1.3339
Year ended December 31,2019
  • (c)The appropriation of 2020 earnings proposed by the Board of Directors on March 29, 2021 but not yet resolved by the shareholders of the Company is as follows:
but not yet resolved by the shareholders of the Company is as follows: is as follows:
Year ended December 31,2020
Earnings per
Amount share(in dollars)
Legal reserve $ 53,666
Reversal of special reserve ($ 50,205)
Cash dividends $ 268,213
0.53

(21) Other equity items

Other equity items
Year ended December31
2020 2019
At January 1 ($ 302,706)
($ 138,768)
Currency translation 50,205 ( 163,938)
At December 31 ($ 252,501) ($ 302,706)

(22) Operating revenue

Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods at a point in time in the following major product categories:

~46~

(23) 2020
2019
Dairy products
4,857,611
$ 4,865,906
$ Beverages
1,408,416

1,298,723
Instant foods
910,244
856,538
Others
626,243
617,573

7,802,514
$ 7,638,740
$ Year ended December 31
Other income
2020
2019
Rent income
46,266
$ 46,959
$ Royalty income
21,052

19,039
Others
12,116
16,093
79,434
$ 82,091
$ Year ended December 31

(24) Other gains and losses

Other gains and losses
Year ended December 31
2020 2019
Losses on disposal of property, plant and
equipment and biological assets ($ 37,336)
($ 72,192)
Proceeds from disposal of non-current assets classified as
held for sale - 1,269,341
Gains on financial assets at fair value through profit or loss 9 -
Reversal of impairment loss on property, plant and
equipment 9,720 -
Net foreign exchange (losses) gains 1,424
( 14,339)
Reversal of (impairment on) expected credit loss 23,184 ( 11,000)
Others ( 15,016)
( 43,712)
($ 18,015)
$ 1,128,098

Note:The Group entered into an agreement with SANLIH CINEMAS CO., LTD. to sell its assets, such as land, above-ground buildings and their auxiliary equipment, in the Pushin Ranch for a consideration of $2,663,000 following the approval of the Board of Directors on November 12, 2018. During the fourth quarter of 2018, the Group classified the aforementioned assets to ‘non-current asset held for sale’ and the related deferred tax liabilities to ‘liabilities directly relating to non-current assets held for sale’. On January 7, 2019, the Group completed the transfer of title to the aforementioned assets and recognised gain on disposal of non-current assets held for sale.

~47~

(25) Finance costs

Finance costs
Year ended December31
2020 2019
Interest expense on bank borrowings $ 56,125
$ 63,377
Interest expense on lease liabilities 2,484 2,791
$ 58,609
$ 66,168

(26) Expenses by nature

Expenses by nature
Year ended December 31
2020 2019
Employee benefit expense 1,253,203
$
$ 1,245,810
Depreciation expenses (Note) 347,114
$
$ 362,763
  • Note: Including property, plant and equipment, right-of-use assets and depreciation expense of biological assets. Additionally, for the years ended December 31, 2020 and 2019, the amounts of depreciation expenses on investment property that were recorded under other gains and losses were $5,103 and $5,216, respectively.

(27) Employee benefit expense

Employee benefit expense
Wages and salaries
Labour and health insurance fees
Pension costs (Note 1)
Directors’ remuneration
Other personnel expenses (Note 2)
YearendedDecember31
2020
1,039,320
$ 98,145
47,305
21,577
46,856
1,253,203
$
2019
1,024,428
$ 95,802
48,693
21,601
55,286
1,245,810
$

Note 1: It included $0 and $150 of pension costs, recorded under non-operating expenses, arising

from personnel transfer during the years ended December 31, 2020 and 2019, respectively.

  • Note 2: It included meal expenses, employee benefits/welfare, education training, severance pay and work uniforms, etc.

  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, shall be distributed as employees’ compensation and directors’ remuneration in the form of cash. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ remuneration. The employees include the employees of the Company’s subsidiaries who meet certain specific requirements. If the Company incurs accumulated deficit, earnings should be reserved to cover losses prior to the appropriation of profit as employees’ compensation and directors’ remuneration according to the aforementioned ratios.

~48~

B. The employees’ compensation and directors’ remuneration for the years ended December 31, 2020 and 2019 are accrued based on the ratio of pre-tax profit of the year before deducting any employees’ compensation and directors’ remuneration. The accrued amounts are as follows:

Employees’ compensation
Directors’ remuneration
Year ended December 31 Year ended December 31
2020
6,510
$ 6,300
$
2019
22,005
$
6,812
$

The aforementioned employees’ compensation and directors’ remuneration were recorded under wages and salaries and directors’ remuneration.

Employees’ compensation and directors’ remuneration for 2019 as resolved by the Board of Directors of the Company were in agreement with those amounts recognised in the 2019 parent company only financial statements. As the actual distributed amount of employees’ compensation for 2019 was $21,097, the difference of $908 between the amounts resolved at the Board meeting and the actual distributed amount had been adjusted in the profit or loss of 2020. There was no difference between the amount resolved at the Board meeting and the actual distributed amount of directors’ remuneration.

Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(28) Income tax

A. Income tax expense

(a)Components of income tax (benefit) expense:

omponents of income tax (benefit) expense:
YearendedDecember31
2020 2019
Current tax:
Land value increment tax for the year $ -
$ 471,152
Prior year income tax overestimation ( 5,326)
-
Tax on undistributed surplus earnings 9,880 8,596
Offshore income tax expense 2,757 3,787
Total current tax 7,311 483,535
Realised land value increment tax liabilities - ( 323,488)
Deferred tax:
Origination and reversal of temporary differences ( 92,722)
54,225
Total deferred tax ( 92,722)
54,225
Income tax (benefit) expense ($ 85,411) $ 214,272

(b)For the years ended December 31, 2020 and 2019, the Company had no income tax charged/(credited) to other comprehensive income and equity during the year.

~49~

B. Reconciliation between income tax (benefit) expense and accounting profit

Year ended December 31 December 31 December 31 December 31
2020 2019
Tax calculated based on profit before tax and statutory
tax rate $ 89,957
$ 312,851
Items disallowed by tax regulation ( 39,801)
(
286,195)
Change in assessment of realisation of deferred tax
assets and liabilities ( 142,878)
27,569
Effects from land value increment tax - 147,664
Prior year income tax overestimation (
5,326) -
Tax on undistributed surplus earnings 9,880 8,596
Offshore income tax expense 2,757 3,787
Income tax (benefit) expense ($ 85,411) $ 214,272
Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses
are as follows:
2020
Effect of
Recognised in corporate
January1 profit or loss spin-off December 31
Deferred tax assets:
- Temporary differences:
Unrealised losses on overseas investments $ 89,721
($ 749)
$ -
$ 88,972
Unrealised accrued expenses 10,444 110 - 10,554
Unrealised impairment loss on assets 18,882 ( 1,944)
- 16,938
Unrealised loss on obsolete and slow-moving
inventories 9,879 ( 3,751)
- 6,128
Estimated unused compensated absences 3,296 ( 367)
- 2,929
Unrealised foreign exchange loss 3,768 ( 254)
- 3,514
Unrealised loss on doubtful debts 4,076 ( 4,076)
- -
-Tax losses 1,121,003 ( 54,584)
- 1,066,419
$ 1,261,069
($ 65,615) $ -
$ 1,195,454
Deferred tax liabilities:
- Temporary differences:
Reserve for land value increment tax ($ 643,041)
$ 81,141
$ 12,457
($ 549,443)
Unrealised gains on overseas investments ( 323,695)
77,196 - ( 246,499)
($ 966,736) $ 158,337 $ 12,457 ($ 795,942)
$ 294,333
$ 92,722
$ 12,457
$ 399,512
  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:

~50~

2019

Recognised in
January1
profit or loss
Deferred tax assets:
- Temporary differences:
Unrealised losses on overseas investments
89,719
$ 2
$ Unrealised accrued expenses
5,387
5,057
Unrealised impairment loss on assets
18,882
-

Unrealised loss on obsolete and slow-moving
inventories
9,552
327
Estimated unused compensated absences
4,324
1,028)
(
Unrealised foreign exchange loss
348
3,420
Unrealised loss on doubtful debts
1,876
2,200
-Tax losses
1,070,847
50,156
1,200,935
$ 60,134
$ Deferred tax liabilities:
- Temporary differences:
Reserve for land value increment tax
643,041)
($ -
$ Unrealised gains on overseas investments
209,336)
(
114,359)
(
852,377)
($ 114,359)
($
Effect of
corporate
spin-off
December 31
-
$ 89,721
$ -
10,444
-
18,882
-
9,879
-

3,296
-

3,768
-

4,076
-
1,121,003
-
$ 1,261,069
$ -
$ 643,041)
($ -
323,695)
(
-
$ 966,736)
($
  • D. Expiration dates of the Company’s unused tax losses and amounts of unrecognised deferred tax assets are as follows:

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December 31, 2020
Amount filed/
Year incurred assessed Unused amount Deferred tax assets Expiry year
2014 ~ 2019 $ 6,985,370 $ 6,716,177 $ 1,384,080 2024 ~ 2029
December 31, 2019
Amount filed/
Year incurred assessed Unused amount Deferred tax assets Expiry year
2014 ~ 2019 $ 5,605,017 $ 5,605,017 $ - 2024 ~ 2029
----- End of picture text -----

  • E. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.

(29) Earnings per share

Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) Year ended December 31, 2020 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 535,196 506,063 $ 1.06

~51~

Year ended December 31, 2019 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent

Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) $ 1,349,985 506,063 $ 2.67

(30) Supplemental cash flow information

Investing activities with partial cash payments:

Investing activities with partial cash payments:
Year ended December 31
2020 2019
Purchase of property, plant and equipment and biological
assets $ 221,868
$ 270,705
Add: Opening balance of payable on equipment 17,931 28,624
Less: Ending balance of payable on equipment ( 31,765)
( 17,931)
Write-off of other receivables ( 3,825)
( 5,760)
Cash paid during the year $ 204,209 $ 275,638

~52~

(31) Changes in liabilities from financing activities

2020

At January 1

Changes in cash flow from financing activities Changes in other non-cash items At December 31

At January 1 Changes in cash flow from financing activities Changes in other non-cash items At December 31

Long-term
Short-term borrowings
notes and Short-term (including
bills payable borrowings Lease liability current portion)
$ -
$ 1,220,000
$ 139,049
$ 2,969,754
250,000 ( 620,000)
( 26,960)
402,000
( 61)
- 18,414 ( 434,887)
$ 249,939
$ 600,000
$ 130,503
$ 2,936,867
2019 Long-term
Short-term borrowings
notes and Short-term (including
billspayable borrowings Lease liability currentportion)
$ -
$ 2,720,000
$ 130,547
$ 3,300,390
120,000 ( 700,000)
( 29,723)
( 1,250,390)
( 120,000) ( 800,000) 38,225 919,754
$ -
$ 1,220,000
$ 139,049
$ 2,969,754

~53~

  1. Related Party Transactions (1) Names of related parties and relationship Names of related parties Relationship with the Company KING CAN INDUSTRY CORPORATION A subsidiary of the Company (KING CAN INDUSTRY) KANG CHUAN ENGINEERING CO., LTD. A subsidiary of the Company (KANG CHUAN ENGINEERING) CONCOURSE INTERNATIONAL INC. A subsidiary of the Company (CONCOURSE INTERNATIONAL) Cheng Shuen Nung Ranch Dairy Co., Ltd. A subsidiary of the Company WEI-CHUAN (BVI) CO., LTD. (WEI-CHUAN A subsidiary of the Company (BVI)) LANGFANG WEI-CHUAN FOODS CO., LTD. A second-tier subsidiary of the Company (LANGFANG WEI-CHUAN) HANGZHOU WEI-CHUAN FOOD CO., LTD. A second-tier subsidiary of the Company (HANGZHOU WEI-CHUAN) Hangzhou Weichuan Biotechnology Foods Co., A second-tier subsidiary of the Company Ltd. (Hangzhou Weichuan Biotechnology) FU TING FOODS CO., LTD. An investee accounted for using the equity method by the Company TING HSIN (CAYMAN ISLANDS) HOLDING An investor with significant influence over the CORP.(TING HSIN (CAYMAN ISLANDS) Company HOLDING) TAIWAN TING QIAO RESTAURANT An entity controlled by the investor with MANAGEMENT CO. LTD. significant influence over the Company Hangzhou Kenko&Ting Foods Co., Ltd. An entity controlled by the investor with (Hangzhou Kenko&Ting) significant influence over the Company THE BREAD CO., LTD. An entity controlled by the investor with significant influence over the Company KANG CHENG CO., LTD. An entity controlled by the investor with significant influence over the Company RIKKEI TRADING CORP. A director of the Company is also the chairman of the entity TAIWAN STAR TELECOM CORPORATION A director of the Company is also the chairman LIMITED of the entity

~54~

Names of related parties Relationship with the Company All directors, general managers and main Key management personnel and governing management personnel bodies of the Company

(2) Significant related party transactions

A. Sales transactions

  • (a) Operating revenue

Details of operating revenue arising from goods sold by the Company to related parties are as follows:

follows:
Subsidiaries
Other related parties
2020
2019
44,054
$ 31,253
$ 4,588
10,393
48,642
$ 41,646
$ YearendedDecember31
31,253
$ 10,393
41,646
$

The Company’s sales price, conditions and credit terms to related parties was approximately the same as those for third party customers. The credit terms for third party customers approximately ranged from 30 to 90 days after monthly billings.

(b) Accounts receivable

Details of accounts receivable arising from the aforementioned sales transactions to related parties are as follows:

parties are as follows:
Subsidiaries
Other related parties
December 31, 2020
7,394
$ 128
7,522
$
December 31, 2019
4,274
$ 1,720
5,994
$

B. Purchase transactions

  • (a) Costs of goods purchased

Details of goods purchased by the Company from related parties are as follows:

Subsidiaries
KING CAN INDUSTRY
Others
Associates
Other related parties
Year ended December 31 Year ended December 31
2020
448,176
$ 333,875
50,703
35,057
867,811
$
2019
434,617
$ 260,731
178,317
-
873,665
$

~55~

Goods purchased from related parties are based on the price lists in force and terms agreed upon by both parties. Payment terms have no major difference between related parties and third parties, which are 30 ~ 90 days end of month for general suppliers.

(b) Accounts payable

Details of accounts payable arising from the aforementioned goods purchased from related parties are as follows:

parties are as follows:
Subsidiaries
KING CAN INDUSTRY
CONCOURSE INTERNATIONAL
Associates
Other related parties
December31,2020
84,278
$ 72,147
9,425
1,463
167,313
$
December31,2019
86,363
$ 71,711
23,746
-
181,820
$

C. Leasing arrangements

(a) Rent income

The Company leases certain plants and offices (shown as investment property) to related parties, details are as follows:

==> picture [439 x 27] intentionally omitted <==

----- Start of picture text -----

Rent calculation Year ended December 31
Lessee Leased object and payment 2020 2019
----- End of picture text -----

Rent calculation
Lessee
Leased object
andpayment
2020
Year ended D
2019
ecember 31
Subsidiaries
KING CAN
INDUSTRY
Plants and offices
Semi-annually
prepayment / Monthly
payment
Other
Offices
Monthly payment
Associates
Offices
Monthly payment
Other related parties
Plants and offices
Quarterly prepayment
/ Monthly payment
17,128
$ 217
55
6,191
23,591
$
17,128
$ 228
60
5,873
23,289
$

As of December 31, 2020 and 2019, the balances of other receivables arising from aforementioned transactions were $1,444 and $1,386, respectively.

(b) Acquisition of right-of-use assets

On January 1, 2019 (the date of initial application of IFRS 16), the Company increased right-of-use assets acquired from related parties by $27,591.

~56~

(c) Lease liabilities / Finance costs

  • i. Details of lease liabilities arising from leasing offices from related parties by the Company are as follows:
re as follows:
Subsidiaries
KING CAN INDUSTRY
KANG CHUAN ENGINEERING
December31,2020
December31,2019
11,306
$ 13,445
$ 8,392

10,236

19,698
$ 23,681
$
$ 23,681
  • ii. Details of interest expense arising from leasing offices from related parties by the Company are as follows:
Company are as follows:
Subsidiaries
KING CAN INDUSTRY
KANG CHUAN ENGINEERING
December 31, 2020
232
$ 176
408
$
December31,2019
$ 271
$ 209
480
$
$

D. Other transactions

(a) Manufacturing and operating expense

The amounts of manufacturing and operating expenses as well as related other payables as of and for the years ended December 31, 2020 and 2019 between the Company and related parties were immaterial. Thus, details are not disclosed.

(b) Other income

The amounts of other income and the related other receivables as of and for the years ended December 31, 2020 and 2019 between the Company and related parties were immaterial. Thus, details are not disclosed. In addition, the Company’s other receivables from service transactions in previous years are as follows:

Subsidiaries
HANGZHOU WEI-CHUAN
Other related parties
Hangzhou Kenko&Ting
Less: Allowance for uncollectible accounts
December31,2020
December31,2019
82,595
$ 86,801
$ -

22,770
-
22,770)
(
82,595
$ 86,801
$

~57~

  • (c) Investments accounted for using the equity method

  • i. Reduction items to investments accounted for using the equity method arising due to proceeds received from capital reduction of the Company’s subsidiaries are as follows:

Subsidiaries:
KANG CHUAN ENGINEERING
KING CAN INDUSTRY
WEI-CHUAN (BVI)
2020
2019
22,965
$ -
$ -

156,022
-
407,351
22,965
$ 563,373
$ YearendedDecember31
$
$

As of December 31, 2020 and 2019, the Company had no other receivables arising from the aforementioned transactions.

ii. Distribution of capital surplus received by the Company due to the investment in subsidiaries (shown as a deduction to the investments accounted for using the equity method) are as follows:

method) are as follows:
Subsidiaries:
KING CAN INDUSTRY
YearendedDecember31
2020
2019
-
$ 109,648
$

As of December 31, 2020 and 2019, the Company had no other receivables arising from the aforementioned transactions.

iii. Cash dividends received by the Company due to the investment in subsidiaries are as follows:

follows:
Year ended December 31
2020 2019
Subsidiaries
WEI-CHUAN (BVI) $ 513,959
$ -
KING CAN INDUSTRY 60,649 129,541
CONCOURSE INTERNATIONAL 22,906 27,110
$ 597,514
$ 156,651

As of December 31, 2020 and 2019, the Company had no other receivables arising from the aforementioned transactions.

iv. Financial assets acquired from spinning off the cash and ranch related business (including assets, liabilities and operating) to subsidiaries were as follows:

Counterparty Accounts No. of
shares(shares)
Objects
Common shares of
Cheng Shuen Nung
Year ended
December31,2020
Cheng Shuen Nung Investments
accounted for using
equity method
54,929,989 723,050
$

Year ended December 31, 2019: None.

~58~

E. Income from provision of endorsements and guarantees to related parties (shown as other income)

December 31, 2020 December 31, 2019 Subsidiaries $ 1,928 $ 2,631

As of December 31, 2020 and 2019, the amounts drawn down from the endorsements/guarantees provided by the Company to the above related parties were $640,574 and $502,987, respectively. The balance of receivables arising from these transactions were $521 and $846, respectively, (shown as other receivables).

F. Endorsements and guarantees provided to related parties

The Company’s other related party-TING HSIN (CAYMAN ISLANDS) HOLDING acted as a joint guarantor for the loan agreement entered into by the Company with United Overseas Bank in 2017. Such joint guarantee liabilities were removed when the loan was repaid in full in May 2019.

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Year ended December 31
2020
41,325
$ 117
41,442
$
2019
35,192
$ 116
35,308
$

8. Pledged Assets

As of December 31, 2020 and 2019, the Company’s assets pledged as collateral are as follows:

Book value

Pledged asset
Pledged time deposits (shown as
other non-current assets)
Land (shown as property, plant and
equipment and investment property)
Buildings and structures (shown as
property, plant and equipment and
investment property)
December 31,2020
8,000
$ 2,202,077
672,561
2,882,638
$
December 31, 2019
10,000
$ 2,597,295
1,002,030
3,609,325
$
Purpose
Collateral for long-term material
purchase
Collateral for long-term and
short-term borrowings
Collateral for long-term and
short-term borrowings

~59~

9. Significant Contingent Liabilities and Unrecognised Contract Commitments

(1) Contingencies

Regarding the misuse of lard oil supplied by TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD., the Company was sued by the Consumers' Foundation, Chinese Taipei to bear a joint and several liability for compensation. The case is currently pending with the High Court. As of December 31, 2020, the Company has accrued contingent compensation of $1,000 (shown as other payables). Any subsequent impact arising from the incident will be assessed and recognised by the Company and disclosed in the financial statements.

(2) Commitments

  • A. As of December 31, 2020 and 2019, the Company has a promissory note for credit facilities from banks in the amounts of $8,251,000 and $7,875,700, respectively

  • B. As of December 31, 2020 and 2019, the Company has entered into agreements to subcontract construction projects or purchase equipment. The future outstanding commitments for the construction and equipment payments, net of the prepayments, amounted to $28,391 and $28,339, respectively.

10. Significant Disaster Loss

None.

11. Significant Events after the Balance Sheet Date

  • Information on the appropriation of 2020 earnings proposed by the Board of Directors on March 19, 2021 but not yet resolved by the shareholders of the Company is provided in Note 6(20).

12. Other

(1) Capital management

  • The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust to the optimal capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as total liabilities divided by total capital. Total liabilities are the total amount of liabilities as shown in the parent company only balance sheet. Total capital is calculated as ‘equity’ as shown in the parent company only balance sheet plus total liabilities. During the year ended December 31, 2020, the Company’s strategy was unchanged from 2019. As of December 31, 2020 and 2019, the gearing ratios were 48% and 50%, respectively.

~60~

(2) Financial instruments

A. Financial instruments by category

ancial instruments
Financial instruments by category
December31,2020 December31,2019
Financial assets
Financial assets at fair value through profit or loss
Non-current financial assets mandatorily
measured at fair value through profit or loss $ 33,117
$ 33,108
Financial assets at amortised cost
Cash and cash equivalents 704,926
556,706
Notes receivable, net 12,881
17,539
Accounts receivable, net 865,552 864,751
Accounts receivable due from related parties,
net 7,522
5,994
Other receivables 108,098 143,311
Other non-current assets
- Guarantee deposits paid 9,010 10,431
- Other financial assets 8,000 10,000
December31,2020 December 31, 2019
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 600,000
$ 1,220,000
Short-term notes and bills payable 249,939 -
Notes payable 21 1,455
Accounts payable 473,631 480,437
Accounts payable to related parties 167,313 181,820
Other payables 617,982 616,668
Long-term borrowings (including current
portion) 2,936,867 2,969,754
Other non-current liabilities-Guarantee
deposits received 18,362 17,152
Current lease liabilities 22,495 21,964
Non-current lease liabilities 108,008 117,085

B. Financial risk management policies

(a) The Company adopts a comprehensive risk management and control system to identify, evaluate and control all risks, including market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk, in order for the management to control these risks effectively.

~61~

  • (b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the managements. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The management provide written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

    • i. Foreign exchange risk

Some of the Company’s sales and purchases are denominated in USD. The fair value changes according to the fluctuations in market exchange rates. As the Company offsets these market risks by matching the foreign currency assets and liabilities positions and their payment periods, it does not expect significant market risk.

The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

December 31, 2020

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Long-term equity investments
accounted for using the equity
method
USD:NTD
Financial liabilities
Monetary items
RMB:NTD
Foreign
currency
amount
(In thousands)
3,886
78,692
132,443
115
Exchange rate
28
4.37
28.48
4.37
Book value
(NTD)
110,673
$ 343,884
3,771,962
503
$

~62~

December31,2019 December31,2019 December31,2019
Foreign
currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 5,371 29.98 $ 161,023
RMB:NTD 79,234 4.30 340,706
Long-term equity investments
accounted for using the equity
method
USD:NTD 135,093 29.98 4,046,713
Financial liabilities
Monetary items
RMB:NTD 159 4.30 $ 684
The total exchange gain (loss), including realised and unrealised, arising from
significant foreign exchange variation on the monetary items held by the Company
for the years ended December 31, 2020 and 2019, amounted to $1,424 and ($14,339),
respectively.
Analysis of foreign currency market risk arising from significant foreign exchange
variation:
Year ended December 31, 2020
Sensitivityanalysis
Effect on other
Degree of Effect on profit comprehensive
variation or loss income or loss
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 1% $ 1,107
$ -
RMB:NTD 1% 3,439 -
Financial liabilities
Monetary items
RMB:NTD 1% ($ 5)
$ -

~63~

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----- Start of picture text -----

Year ended December 31, 2019
Sensitivity analysis
Effect on other
Degree of Effect on profit comprehensive
variation or loss income or loss
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 1% $ 1,610 $ -
RMB:NTD 1% 3,407 -
Financial liabilities
Monetary items
RMB:NTD 1% ($ 7) $ -
----- End of picture text -----

B. Price risk

  • (i) The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss.

  • (ii) The Company’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $331 and $331, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss.

  • C. Cash flow and fair value interest rate risk

The Company’s main interest rate risk arises from long-term and short-term borrowings as well as short-term notes and bills payable. Borrowings issued at variable rates expose the Company to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company’s long-term and short-term borrowings as well as short-term notes and bills payable are with floating rates. During the years ended December 31, 2020 and 2019, the Company’s borrowings at variable rates were denominated in NTD and RMB.

As of December 31, 2020 and 2019, if the borrowing interest rate had increased/decreased by 0.1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased/increased by $3,787 and $4,190, respectively. The main factor is that floating-rate borrowings result in increase/decrease in interest expense.

~64~

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the note and accounts receivable based on the agreed terms.

  • ii. The Company manages their credit risk taking into consideration the entire Company’s concern. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard credit terms and delivery conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the managements. The utilisation of credit limits is regularly monitored.

  • iii. The Company adopts assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition. If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • iv. The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.

  • v. The Company classifies customers’ notes and accounts receivable in accordance with credit rating of customer, credit on trade and customer types. The Company applies the modified approach using a provision matrix based on the loss rate methodology to estimate the expected credit loss.

  • vi. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights. As of December 31, 2020 and 2019, the Group had no written-off financial assets that are still under recourse procedures.

  • vii. After the Company identifies customer risks on an individual basis, and it classifies them into Companys according to different credit risk characteristics, assesses the historical default rates, and uses the forecastability to adjust historical and timely information to assess the default possibility. The Company considers that in the financial industry, the default rate should not be lower than 0.03% for numerous and unidentifiable individual investors. However, in accordance with the policy, the Company traces the credit risk of customers at any time, the Company refers to the reference rate set by the financial industry as a basis of forecast adjustment, and adjusts

~65~

the expected loss rate referring to monitoring indicator and the nature of risk. The loss rate methodology is as follows:

December 31, 2020
Expected loss rate
Total book value
Loss allowance
December 31, 2019
Expected loss rate
Total book value
Loss allowance
Not past due
0.06%
883,906
$ 786
$ Not past due
0.07%
886,478
$ 256
$
1~30 days
past due
0.10%
1,511
$ -
$ 1~30 days
past due
0.10%
661
$ -
$
31~90 days
past due
0.13%
13
$ -
$ 31~90 days
past due
0.13%
-
$ -
$
Over 90 days
past due
100.00%
1,311
$ -
$ Over 90 days
past due
100.00%
1,401
$ -
Total
886,741
$
786
$
Total
888,540
$
256

The above ageing analysis was based on past due date.

  • viii. Movements in relation to the Company’s loss allowance for accounts and notes receivable and other receivables are as follows:
At January 1
Expected credit loss (gain)
Write-offs
Effect of corporate spin-off
At December 31
At January 1
Expected credit loss (gain)
Reclassifications
At December 31
Accounts
Notes
Other
receivable
receivable
receivables
Total
252
$ 4
$ 52,357
$ 52,613
$ 534
4)
(
23,198)
(
22,668)
(
-
-
16,331)
(
16,331)
(
-
-
11,000)
(
11,000)
(
786
$ -
$
1,828
$ 2,614
$ 2020
Accounts
Notes
Other
receivable
receivable
receivables
Total
2,541
$ 7
$ 39,139
$ 41,687
$ 69)
(
3)
(
10,998
10,926
2,220)
(
-
2,220
-
252
$ 4
$ 52,357
$ 52,613
$ 2019

(c) Liquidity risk

  • i. The Company chooses the equity instruments with sufficient liquidity when investing in the equity financial instruments. Company management monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs, so it does not expect significant liquidity risk.

  • ii. Surplus cash held by the units over and above balance required for working capital management are transferred to the Company treasury. Company treasury invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.

~66~

  • iii. As of December 31, 2020 and 2019, the amounts of undrawn available borrowing facilities were $4,431,000 and $3,685,700, respectively.

  • iv. The Company has no derivative financial liabilities. Except for the items disclosed in the following table, the Company’s non-derivative financial liabilities, which were classified by its maturity date, were due within one year and approximates the amounts which were shown in the balance sheets. The amounts disclosed in the table are the contractual undiscounted cash flows.

December 31, 2020
Non-derivative
financial liabilities:
Lease liability
Long-term borrowings
(including current
portion)
December 31, 2020
Non-derivative
financial liabilities:
Lease liability
Long-term borrowings
(including current
portion)
Less than
1year
27,003
$ 38,892

Less than
1year
24,328
$ 76,434
Between 1
and 2year(s)
19,023
$ 2,359,225
Between 1
and 2year(s)
21,111
$ 2,491,669
Between 2
and5 years
41,716
$ 605,403
Between 2
and5 years
39,474
$ 491,056
Over5 years
56,667
$ -
Over5 years
67,712
$ -
Total
144,409
$ 3,003,520
Total
152,625
$ 3,059,159

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(8).

~67~

  • C. The carrying amounts of the Company’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables (including related parties), other non-current assets-guarantee deposits paid, other non-current assets-restricted bank deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable (including related parties), other payables (including related parties), lease liability-current/non-current, long-term borrowings (including current portion) and other non-current liabilities-guarantee deposits received, are approximate to their fair values.

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 are as follows:

(a) The related information of natures of the assets
December 31, 2020
Level 1
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
-
$
December 31, 2019
Level 1
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
-
$
and liabilities is as follows:
Level 2
Level3
-
$ 33,117
$ Level 2
Level 3
-
$ 33,108
$
Total
33,117
$
Total
33,108
$

Financial assets at fair value
through profit or loss
Equity securities
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

  • i. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the balance sheet date.

  • ii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

~68~

  • iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:

2019:
At January 1
Gains recognised in profit or loss
At December 31
Non-derivative
Non-derivative
equityinstrument
equityinstrument
33,108
$ 33,108
$ 9
-

33,117
$ 33,108
$ 2020
33,108
$ -

33,108
$
  • G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • H. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. In addition to Level 3 fair value measurements applicable to the above valuation models, the Company also directly refers to fair value information provided by the financial institutions. Investment property is valuated regularly by the Company’s treasury segment based on the valuation methods and assumptions announced by the Financial Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer.

~69~

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
value measurement:
Fair value at
December 31, 2020
Non-derivative equity instrument:
Unlisted shares-
LI JIA
CONSTRUCTION
$ 5,617
Unlisted shares-
CONNECTION
INVESTMENT etc.
27,500
Fair value at
December 31, 2019
Non-derivative equity instrument:
Unlisted shares-
LI JIA
CONSTRUCTION
$ 11,947
Unlisted shares-
CONNECTION
INVESTMENT etc.
21,161
Fair value at
December 31, 2020
Valuation technique Significant
unobservable

input
Range
(weighted

average)
Relationship
of inputs to
fair value

Market
approach-price-to-
book ratio
Net asset value
Valuation technique


Discount for lack
of marketability
N/A
Significant
unobservable

input


25%
-
Range
(weighted

average)
The higher the
discount for lack
of marketability,
the lower the fair
value
N/A
Relationship
of inputs to
fair value

Market
approach-price-to-
book ratio
Net asset value


Discount for lack
of marketability
N/A


25%
-
The higher the
discount for lack
of marketability,
the lower the fair
value
N/A
  • J. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. If net asset value from financial assets and liabilities categorised within Level 3 had increased or decreased by 1%, profit or loss would not have been significantly impacted as of December 31, 2020 and 2019.

(4) Others

  • A. The impact of oil incidents caused by the upstream suppliers on the Company since the fourth quarter of 2013 is as follows:

  • (a) The Company’s oil OEM supplier was suspected of misusing the oil adulterated with copper chlorophyllin by CHANG CHI FOODSTUFF FACTORY CO., LTD. (CHANG CHI). The Company recognised losses associated with product returns, inventory loss and related expenses in the amount of $179,337 as of 31 December, 2017 due to the impact of this incident.

~70~

The Company was sued for violating the Act Governing Food Safety and Sanitation as a result of the oil and food safety incident casued by CHANG CHI. On April 27, 2017, the Intellectual Property Court rendered a decision in favour of the Company, but some representatives were charged with fraud for mislabeling oil. The court also confiscated $32,929 in revenue gained from the sales of these products. The Company has petitioned to the Council of Grand Justices for an interpretation on whether the confiscation was reasonable.

On November 27, 2019, the Taiwan Changhua District Court ruled that CHANG CHI, KAO, CHEN-LI, WEN, JUI-PIN and CHOU, KUN-MING are jointly liable to compensate the Company for $66,595 and related interests, for which the Company has obtained a certificate of the obligatory claim.

  • (b) Due to more problematic oil was announced by the government organisations between September 2014 and October 2014, the Company has taken countermeasures such as taking the initiative to remove the products from shelves as a precautionary measure, notifying the competent authorities and compensating customers for returned products. The Company recognised losses associated with returns of certain affected products and compensation in the amount of $226,017 during the period from 2014 to 2015.

  • (c) To safeguard the interests of the Company, the Company continually filed lawsuits for compensation against a number of suppliers supplying problematic oil depending upon each circumstance. The remaining cases, CHANG GUANN CO., LTD., TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD are pending with the courts. In May 2019, the court advised LIHAO ENTERPRISE CO., LTD. a settlement to compensate the Company for $1,276, which was recognised by the Company. The Company’s management resolutely safeguards the rights and interests of the Company and shareholders and may take necessary legal actions in due course depending on the hearing process.

  • B. The Company’s subsidiary, WEI-CHUAN(BVI) CO., LTD, entered into a loan repayment agreement with WANG DE XING TEA COMPANY (an investee company whose 51% shares were originally held by the Group but sold in January 2016). The entity has been repaid the principal and interest in accordance with the agreement. However, in term of the last repayment of USD 2.965 million due on October 1, 2020, the Company agreed to amend the repayment schedule considering the impact of the COVID-19 pandemic on the entity’s operation, the enhancement of collateral provided and the good credit of the entity on the past repayments. The remaining payments will be repaid in three instalments over three years.

  • The Company has provided for a full loss allowance in accordance with generally accepted accounting principles for the aforementioned receivables in the previous year after considering the risk of default.

~71~

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 5.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 7.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 8.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 9.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 10.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 11.

(4) Major shareholders information

Major shareholders information: Please refer to table 12.

~72~

  • VI. Effect on the Financial Position of Any Financial Difficulties Experienced by the Company and Its Affiliates in the Most Recent Fiscal Year and as of the Date of Publication of the Annual Report: None.

Chapter 7. Review and Analysis on Financial Position and Financial Performance, and Risks

I. Financial Status

1. Comparison analysis of the consolidated financial position

Unit: NT$ thousands

Year
Item
2020 2019 Increase(decrase) Increase(decrase)
Amount %
Current assets 5,875,356
6,536,514

(661,158)
(10.1)
Investments accounted for using
the equitymethod
17,686
18,306

(620)

(3.4)
Property,plant and equipment 9,426,888
9,780,396

(353,508)
(3.6)
Other assets 2,711,591
2,761,727

(50,136)
(1.8)
Total assets 18,031,521
19,096,943

(1,065,422)
(5.6)
Current liabilities 6,105,443
7,290,451

(1,185,008)
(16.3)
Non-current liabilities 5,070,290 4,862,697 207,593 4.3
Total Liabilities 11,175,733
12,153,148

(977,415)
(8.0)
Share capital 5,060,629
5,060,629

0

0.0
Capital surplus 36,113
36,103

10

0.0
Retained earnings 2,003,464
2,141,842

(138,378)
(6.5)
Other equityinterest (252,501) (302,706) 50,205
(16.6)
Equity attributable to owners of
parent company

6,847,705

6,935,868

(88,163)

(1.3)
Non-controllinginterest 8,083
7,927

156

2.0
Totalequity 6,855,788 6,943,795 (88,007) (1.3)

(I) Main reasons for significant changes (more than 20%) in assets, liabilities and shareholders’ equity during the most recent two years: None

(II) Impact: no material impact

(III) Responsive actions to be taken: N/A

  1. Comparison and analysis of parent company only financial position

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2020 2019 Increase(decrase)
Amount %
Current assets 2,319,896
2,168,951

150,945

7.0
Investments accounted for using
the equitymethod
5,554,353
5,055,817

498,536

9.9
Property,plant and equipment 3,687,645
4,891,241

(1,203,596)
(24.6)
Other assets 1,565,412
1,754,264

(188,852)
(10.8)
Total assets 13,127,306
13,870,273

(742,967)
(5.4)
Current liabilities 2,182,988
2,571,963

(388,975)
(15.1)
Non-current liabilities 4,096,613 4,362,442
(265,829)
(6.1)
Total Liabilities 6,279,601
6,934,405

(654,804)
(9.4)
Share capital 5,060,629
5,060,629

0

0.0
Capital surplus 36,113
36,103

10

0.0
Retained earnings 2,003,464
2,141,842

(138,378)
(6.5)
Other equityinterest (252,501) (302,706) 50,205
(16.6)
Total equity 6,847,705
6,935,868

(88,163)
(1.3)
Total liabilities and equity 13,127,306
13,870,273

(742,967)
(5.4)
  • (I) Main reasons for significant changes (more than 20%) in assets, liabilities and shareholders’ equity during the most recent two years: None

Property, plant and equipment: mainly caused by the classification of ranch business.

(II) Impact: no material impact

(III) Responsive actions to be taken: N/A

II. Financial Performance

1. Analysis on consolidated financial performance for the most recent two years

Unit: NT$ thousands

Year
Item

2020
2019 Increase (decrase) Change, by
Percentage
(%)
Net operatingincome 18,650,871
20,228,119

(1,577,248)
(7.8)
Operatingcosts (13,206,608) (14,105,933) 899,325
(6.4)
Grossprofit 5,444,263
6,122,186

(677,923)
(11.1)
Operatingexpenses (4,849,210) (5,577,580) 728,370
(13.1)
Operating profits 595,053
544,606

50,447

9.3
Non-operatingincome and expenses (52,165) 1,184,991
(1,237,156)
(104.4)
Profit before tax 542,888
1,729,597

(1,186,709)
(68.6)
Income tax expense (6,746) (378,718) 371,972
(98.2)
Profit for theperiod 536,142
1,350,879

(814,737)
(60.3)

(I) Main reasons for significant changes (more than 20% at an amount of over NT$ 10 million) in operating income, net operating profits and net profits before tax during the most recent two years:

(1) Non-operating income and expenses: Mainly due to disposal of Buxin’s assets in 2019.

(2) Income tax expenses: Mainly due to increase in land VAT and net profits before tax in 2019.

  1. Analysis on parent company only financial performance for the more recent two years:

Unit: NT$ thousands

Year
Item

2020
2019 Increase (decrase) Change, by
Percentage
(%)
Net operatingincome 7,802,514
7,638,740

163,774

2.1
Operatingcosts (6,048,630) (6,214,061) 165,431
(2.7)
Grossprofit 1,753,884
1,424,679

329,205

23.1
Operatingexpenses (1,630,920) (1,685,172) 54,252
(3.2)
Operating profits(losses) 122,964
(260,493)
383,457
147.2
Non-operatingincome and expenses 326,821
1,824,750

(1,497,929)
(82.1)
Profit before tax 449,785
1,564,257

(1,114,472)
(71.2)
Income taxgains(expenses) 85,411
(214,272)
299,683
(139.9)
Profit for theperiod 535,196
1,349,985

(814,789)
(60.4)
  • (I) Main reasons for significant changes (more than 20% at an amount of over NT$ 10 million) in operating income, net operating profits and net profits before tax during the most recent two years:

  • (1) Operating gross profits: Mainly due to performance growth and increase in gross profit rate of the food business in Taiwan.

  • (2) Operating profits (losses): Mainly due to performance growth, increase in gross profits and expense control for the food business in Taiwan.

  • (3) Non-operating income and expenses: Mainly due to disposal of Buxin’s assets in 2019.

  • (4) Income tax gains (expenses): Mainly due to increase in land VAT and net profits before tax in 2019.

  • (II) Sales volume forecast and basis:

We are committed to strengthening integration of the cross-strait resources, continue deepening brand operation, consolidate key core technology for category, and optimize and improve process benefit and efficiency of the supply chain and operation management system, to promote rapid development of the cross-strait markets in a more positive attitude.

(III) Possible impact on the Company’s future financial business: no material impact.

(IV) Responsive actions to be taken: N/A

III. Review and Analysis of Cash Flows

(I) Analysis on changes to the cash flows in 2020:

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Beginning
cash balance
Net cash flows from
operating activities
for theyear
Other cash
outflows of the
year
Cash surplus Remedies for deficit in cash
Investment plan Financing plan
Financing plan
556,706 1,032,230 (884,010) 704,926 - -
  1. Analysis on changes to cash flows of the year: Operating activities:

Net cash inflows from the operating activities in 2020 were increased compared with that in 2019, mainly due to increase in the operating profits and cash dividends received from the subsidiaries.

Investment activities:

Net cash outflows of the investment activities in 2020 were increased compared with that in 2019, mainly due to disposal of Buxin’s assets.

Financing activities:

Net cash outflows of the financing activities in 2020 were decreased compared with that in 2019, mainly due to decrease in repayment for long-term and short-term loans for the current period.

(II) Analysis on remedies for deficit in cash and liquidity of the Company:

  1. Remedies for deficit in cash: The Company did not have any deficit in cash this year.

  2. Please refer to financial analysis for the last 5 years for the liquidity analysis.

(III) Analysis on cash liquidity for the coming year

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Beginning
cash balance
Net estimated cash
flows from operating
activities of the year
Other estimated
cash outflows of
the year
Estimated cash
surplus (deficit)
Remedies for deficit in cash
Investment
plan
Financing plan
704,926
868,746

(1,173,672)
400,000
-
-

1. Analysis on cash flows in 2020:

It is estimated that there is cash surplus for the coming year as the Company makes profits and receives cash dividends from reinvestments in 2020.

  1. Remedies for estimated deficit in cash:

It is estimated no deficit in cash.

  • IV. Impact of Major Capital Expenditures for the Most Recent Year on Financial Business: None

  • V. Reinvestment Policies, and Main Reasons for Profits or Losses for the Most Recent Year, Improvement Plan and Investment Plan for the Coming Year:

    • (I) Reinvestment policy: focus on core food business and develop business that has comprehensive effect.

    • (II) Main reasons for profits or losses: Gains from reinvestments presented under equity method for 2020 were NT$ 315,955 thousand. The profits were reduced due to impact of COVID-19 in 2020.

    • (III) Investment plan for the coming year: focus on core food business, continue to carefully review the reinvestment plans.

  • VI. Risk Analysis and Evaluation:

  • (I) Impact of changes to interest rate and exchange rate, and inflation on the Company’s profits and losses, and future responsive actions are as follow:

    • The Company periodically reviews the interest rate on the banking loans, and frequently communicates with the banks to obtain more favorable loan interest rate by reference to the market interest rate level. With respect to exchange rate, the Company develops hedging foreign exchange strategies and operation control procedures to prevent risks from changes in exchange rate; the Company will take such responsive actions as price adjustment and cost control to eliminate the impact of inflation on the Company’s business, profits and losses, so as to minimize the adverse effect.
  • (II) Policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements/guarantees, and derivatives transactions, main reasons for the profits or losses generated thereby, and responsive actions to be taken in the future are as follows: The Company does not make any high-risk and highly-leveraged investments, and makes prudent evaluation before investment. The Company does not lend loans to others. In addition, any loans to others, endorsements and guarantees are targeted to the Company’s subsidiaries or business partners. Derivative transactions are mainly designed to avoid the risks from exchange rate, and fix medium and long-term capital costs. The above business shall be subject to the "Operational Procedures for Loaning Funds to Others", the "Operational Procedures for Endorsements/Guarantees" and the "Handling Procedure to Engage in the Transaction of Derivative Products" formulated by the Company.

  • (III) The R&D plan of the recent year, the current progress of the unfinished R&D plan, the R&D expenses to be reinvested, the estimated completion time of production, and the main factors affecting the success of R&D in the future.

    1. R&D plan of the recent year:

      • (1) Diversified innovation/ development of simple and delicious products without addition: Based on the category development trend and consumer’s demands, the Company will develop innovative/ addition-free foods in the coming year, including Lin Feng Ying Yogurt/ Yoghurt, Famer Series- Mixed Fruit Juice, Wan Tan Series Milk Drinks (using local raw materials in Taiwan), and Healthy Kitchen Clean Badge Series new products.

      • (2) Development of food materials for eating out industry:

        • In line with development of eating out business, consumer products are extended to articles for services, so as to diversify the products, accelerate manufacturing, and create value-added services, such as deserts, seasoning sauce, salad sauce, and milk drinks, etc.
    2. (3) Introduction and application of safe/ environmental-friendly packaging materials: In line with the environmental protection appeal, we continue lighted packaging materials to reduce carbon, and comply with the international safe packaging material standards to provide safer packaging materials.

    3. (4) Advanced core product technology:

      • The Company establishes the core technology for various categories, introduces technologies through external academic institutions and international major manufacturers, shares information of the raw materials with the suppliers, builds the cross-strait sharing technology platform, and advances the category technology so as to improve the product competitiveness.
  • Current progress of the unfinished R&D plan:

    • Product quality and safety control is being improved, including supplier management operation, raw material traceability management, formula simplification upgrading, and formula design hazard analysis evaluation, to continue improving the quality and safety of the products.
  • Reinvested R&D expenses:

    • As of March 31, 2021, the invested R&D expenses were NT$ 25,135 thousand, and the estimated reinvested R&D expenses were NT$ 74,778 thousand.
  • Main factors affecting the success of R&D in the future:

    • (1) Make overall trend analysis and benchmark learning based on collected data on consumer’s demands, and domestic and foreign new product information, to continue improving the product quality and development process and efficiency, and shorten the development period.

    • (2) Deepen technology advance, and discuss new material development through cooperation with academic institutions and strategic suppliers. Cultivate professional food R&D talents through cooperation with international major manufacturers, and professional education and training.

    • (3) Advocate innovative ideas, and continue comprehensively encouraging new attempts, so as to provide consumers with high-quality innovative products, and create healthy and convenient life for consumers.

  • (IV) Impact of changes to important domestic and international policies and laws on the Company’s financial position, and responsive actions: None

  • (V) Impact of changes to technology and business on the Company’s financial position, and responsive actions:

  • In response to rapid development of current technology, and publishing of government regulations, the Company has shortened the cold chain logistics and accounting process and time through development and integration of system, and provides information necessary for operation decision making and analysis through data storage, business intelligence and dashboard; the Company integrates the interface platforms to collect the operation related data, information and knowledge, so as to share information and experience. With respect to information security, the Company has provided physical and network security and protection measures, continues organizing training on information security for the employees, entrusts third-party verification, knows the internal risks, and improves and enhances the information security to reduce the impact caused by network threat. Moreover, the Company also takes the initiative to effectively apply relevant information technology to reduce the operating

costs and improve the competiveness.

  • (VI) Impact on crisis management of changes in the corporate image, and responsive actions to be taken:

  • The Company continues optimizing the food safety management in strict accordance with the corporate governance and other relevant laws and regulations, and takes the initiative to keep external communication so as to build up the positive corporate image. With respect to crisis management, the Company undertakes to enhance the brand recognition on the principles of transparence and openness, so as to reduce impact of various crisis events, and guarantee the interest of the shareholders and customers.

  • (VII) Expected benefits and possible risks associated with any mergers and acquisitions, and responsive actions: None

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and responsive actions: None

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and responsive actions:

  • Risks associated with any consolidation of purchasing operations and responsive actions: In order to effectively reduce costs and control quality stability, the Company applies centralize purchasing, and strives to obtain favorable supply price from the suppliers through larger economic scale. However, the Company has made preparations in response to inadequate resources, changes to operation of the suppliers and other possible risks, such as developing standby supply source, and safe internal stocks, and pays a visit to the suppliers to guarantee normal supply of the goods.

  • Risks associated with any consolidation of sales and responsive actions: In face with the risks for recovery of accounts associated with sales, the Company will strengthen setting of customer’s claims and credit limit control, optimize conditions on payment for goods, continue developing new channel customers, and add new categories to increase sales.

  • (X) Impact on and risks to the Company in the event significant equity transfer or replacement of the directors, supervisors or major shareholders, and responsive actions: None

  • (XI) Impact on and risks to the Company of changes to the management risks in the recent year, and responsive actions: None

(XII) Litigation and non-litigation events:

Litigation
Commencement
Date
Party Amount Facts in contention Status
2013.11.15 Ta Tung
Chang Chi
Food Factory
Corp.
Kao Chen Li
Wen Jui Pin
Chou Kun
Ming
NT$70,000,000 The Company entrusted Ting Hsin
Oil Making Co., Ltd. (hereinafter
referred to as “Ting Hsin”) to
produce 21 oil products. Ting Hsin
purchased olive oil imported from
Spain from Ta Tung Chang Chi
Food Factory Corp. (hereinafter
referred to as “Ta Tung Chang
Chi”) as the raw material. However,
the Company’s products are
removed from shelves and returned
due to oil mixing event of Ta Tung
Chang Chi, resulting in losses to the
Company.
Changhua District
Court, Taiwan
judged and ruled
that Ta Tung
Chang Chi, Kao
Chen Li, Wen Jui
Pin, and Chou
Kun Ming jointly
and severally pay
NT$ 66,595,008
and interest on
November 27,
2019. On July 27,
2020, Changhua
District Court
issued the
collateral debt
obligation.
2015.01.05 Chiang Kuan
Enterprise
Co., Ltd.
Yeh Wen
Hsiang
Tai Chi Chuan
NT$300,000,000 In September 2014, the Company’s
lard oil supplier Chiang Kuan
Enterprise Co., Ltd. (hereinafter
referred to as “Chiang Kuan”)
purchased inferior oil from Kuo
Ying Chih and Shih Min Yu to
produce Chuan Tung Fragrant Lard
Oil, caused the Company misusing
it to produce the meat crisp and
meat sauce products, and sustaining
losses. In addition, it was found
upon inspection of pork in the sauce
bag for the Company’s Bagged
Noodle with Braised Ribs that the
Company’s supplier directly used
the lard oil of Chiang Kuan. As a
result, such instant noodle product
was removed from shelves, causing
losses to the Company. The
Company initiated civil action for
compensation.
Kaohsiung Branch
of Taiwan High
Court judged on
November 13, 2018
that Chiang Kuan,
Yeh Wen Hsiang
and Tai Chi Chuan
jointly and severally
pay
NT$126,728,436
and interest. Chiang
Kuan and Yeh Wen
Hsiang appealed.
On February 19,
2021, the Supreme
Court rejected the
original ruling, and
sent it back to
Kaohsiung Branch
of Taiwan High
Court for retrial.
2015.05.28 Consumer’s
Foundation,
Chinese
Taipei
NT$2,085,712 The Foundation claimed against the
Company for damages, and alleged
that Ting Hsin imported non-edible
butter that is inconsistent with the
health standards from Vietnam Da
Hue Company, and mixed with
other butter products for resale. The
Company misused such butter to
produce convenient noodle foods,
causing damages to the consumers.
On June 22, 2020,
through mediation
of Taiwan High
Court, Ting Hsin
made compensation
of NT$1.659
million, and the
Foundation
withdrawn other
claims of the
Defendants. The
Company does not
need to make
compensation.
2015.06.02 Consumer’s
Foundation,
Chinese
Taipei
NT$13,452,064 The Foundation claimed against the
Company for damages, and alleged
that Ting Hsin purchased feed lard
from Vietnam Da Hue Company,
and resold it to Cheng-I. Cheng-I
also purchased feed lard or recycled
oil from Hsin Hao to produce 117
Taipei District
Court, Taiwan
judged the
Company is not
liable for indemnity
on August 11,2017.
lard oil products via refining
equipment, and then sold such
products to 691 channel merchants.
The Company misused such lard oil
product to produce meat crisp and
meat sauce products, causing
damage to the consumers.
The Foundation
appealed. Taiwan
High Court still
ruled that the
Company is not
liable for indemnity
on August 13, 2018.
The Foundation
appealed again
(claiming the
Company to pay
NT$1,236,140). At
present, the
Supreme Court is in
trial of the case.
2016.04.12 Ting Hsin Oil
Making Co.,
Ltd.
Wei Ying
Chung
Vietnam Da
Hue Company
Yang Chen-I
Cheng-I Corp.
Ho Yu Jen
Yu Fa Oil &
Fat Co., Ltd
Ho Wu Hui
Chu
Lin Ming
Chung
Chiu Feng Oil
& Fat Co.,
Ltd
Chiu Fei Lung
Chiu Li Pin
Yung Cheng
Oil & Fat Co.,
Ltd
Yung Cheng
Material Co.,
Ltd.
Tsai Chen
Chou
Tsai Yao Men
Hsin Hao
Enterprise
Co., Ltd.
Wu Jung Ho
NT$1,132,828,939 From 2007 to 2013, Wei Chuan
entrusted Ting Hsin to manufacture
olive oil, grape seed oil and
blending oil products. Ting Hsin
purchased inferior oils from Ta
Tung Chang Chi as raw materials to
manufacture the above products for
Wei Chuan. In October 2013,
outbreak of oil product event of Ta
Tung Chang Chi led to removal of
Wei Chuan’s products from shelves,
causing losses to Wei Chuan. Ting
Hsin also purchased inferior butter
and lard oils from Vietnam Da Hue
Company, and sold such products to
Wei Chuan as raw materials,
leading to Wei Chuan’s meat crisp,
cans, instant noodle and other
products removed from shelves and
indemnifying the consumers.
Cheng-I purchased inferior lard oils
from its upstream suppliers Yu Fa,
Chiu Feng, Yung Cheng and Hsin
Hao and resold the products to Wei
Chuan as raw materials, leading to
Wei Chuan’s meat crisp, cans and
other products removed from
shelves and indemnifying the
consumers. The criminal liabilities
of the above companies and
relevant individuals have been
convicted by the court except for
cases in appeal trial. The liabilities
of the Company and the relevant
personnel have been preliminarily
determined. Thus, lawsuit was filed
for compensation first, subsequent
actions depend on litigation status.
In trial by Teipei
District Court,
Taiwan.

(XIII) Other material risks and responsive actions: None

VII. Other Important Events: None

Chapter 8. Special Disclosure

I Summary of Affiliated Companies

(I) Affiliated Companies Chart

(As of 12/31/2020, if not labeled: 100%)

==> picture [445 x 435] intentionally omitted <==

----- Start of picture text -----

98.68% KUNSHAN KING CAN
KING CAN INDUSTRY KingCan (BVI) Corporation MOLD INDUSTRIAL CO.,
CORPORATION LTD.
99.99% CONCOURSE
HANGZHOU CONCOURSE
CONCOURSE INTERNATIONAL
TRADING CO., LTD.
INTERNATIONAL INC. LIMITED
Cheng Shuen Nung Ranch
Dairy Co.,Ltd.
99.85% , KANG CHUAN
ENGINEERING CO.,
LTD.(Note 1)
99.79% Hangzhou Weichuan
CHINA YOUTH CO., Biotechnology Foods Co.,
LTD.(Note 2) Ltd.
WEI-CHUAN(BVI) CO., HANGZHOU WEI-CHUAN SUZHOU WEI-CHUAN
LTD FOOD CO., LTD. FOODS CO.,LTD.
WEI CHUAN FOODS LANGFANG WEI-CHUAN
INVESTMENT CO., LTD. FOODS CO., LTD.
67%
HEILONGJIANG WEI
CHUAN FOOD CO.(Note 3)
WEI-CHUAN 70%
INTERNATIONAL HEILONGJIANG WEI
LIMITED CHUAN DAIRY CO.(Note 3)
99%
1% , HEALTH CAN
WEI-CHUAN ASIAN
DEVELOPMENT LIMITED
THAI WEI-CHUAN CO., INVESTMENT LIMITED
LTD.(Note 3)
CORPORATION
WEI CHUAN FOODS
----- End of picture text -----

Note 1 The Company was dissolved as resolved by its Board of Directors in December 2016. Note 2 The Company was dissolved as approved by its shareholders in November 2016 and

the dissolution was approved by the competent authority in January 2017. Note 3 The subsidiary is under liquidation procedures.

  1. Pursuant to Article 369-2 of the R.O.C. Company Act, Paragraph2, the subordinate company of which the company has a direct or indirect control over the management of the personnel, financial or business operation: None.

  2. Pursuant to Article 369-3 of the R.O.C. Company Act, a company concluded as the existence of the controlling and subordinate relation: None.

(II) Affiliated Companies

(II) Affiliated Companies
Name of Corporation Date of
Establishment
Address Paid-in Capital
Unit: NT$ thousands
Major Business/Production
Items
Note
KING CAN INDUSTRY
CORPORATION
1977.02.07 No. 561, Zhongzheng Rd., Wufeng Dist.,
Taichung City, Taiwan (R.O.C.)
350,000 Process, manufacture and trade of
tinplate products such as tin cans,
tin boxes and bottle caps

CONCOURSE
INTERNATIONAL INC.
1973.04.18 9F., No. 127, Songjiang Rd., Zhongshan Dist.,
Taipei City , Taiwan (R.O.C.)
140,351 General import and export trade
business
CONCOURSE INTERNATIONAL
LIMITED
2014.01.21 Maystar Chambers, P.O. Box 3269, Apia, Samoa USD 850,000 General investment
HANGZHOU CONCOURSE
TRADING CO., LTD.
2014.08.22 Room 303, Floor 3, Building 2, No. 502, Dajie,
No. 10, Qiantang New District, Hangzhou City,
ZhejiangProvince
RMB 5,000,000 General import and export trade
business
CHINA YOUTH CO., LTD. 1981.12.16 9F., No. 127, Songjiang Rd., Zhongshan Dist.,
Taipei City , Taiwan (R.O.C.)
85,000 Trade of vegetables and fruits
as well as agricultural and
fishery products
Note 2
KANG CHUAN
ENGINEERING CO., LTD.
1983.05.30 9F., No. 127, Songjiang Rd., Zhongshan Dist.,
Taipei City , Taiwan (R.O.C.)
351,663 Planning, design and
implementation of construction
projects
Note 3
Cheng Shuen Nung Ranch Dairy
Co., Ltd.

2020.04.24
No. 1, Linfengying, Liujia Dist., Tainan City ,
Taiwan (R.O.C.)
579,300 Livestock farm management
WEI-CHUAN (BVI)
CO., LTD.
2006.12.15 Portcullis Chambers, 4th Floor, Ellen Skelton
Building, 3076 Sir Francis Drake Highway, Road
Town,Tortola,British Virgin Islands VG1110
USD 82,710,950 General investment
WEI-CHUAN
INTERNATIONAL LIMITED
1992.11.11 2/F, Palm Grove House, P.O. Box 3340, Road Town,
Tortola, British Virgin Islands
USD 26,356,859 General investment
Name of Corporation Date of
Establishment
Address Paid-in Capital
Unit:NT$thousands
Major Business/Production
Items
Note
WEI-CHUAN ASIAN
INVESTMENT LIMITED
1991.07.23 Suite C 21/F Lee & Man Commercial Center
169 Electric Road North Point HK
HKD 7,700,000 General investment
HANGZHOU WEICHUAN
FOOD CO., LTD.
2002.09.30 No. 468, Yinhai Street, Qiantang New District,
Hangzhou City, Zhejiang Province
USD 41,700,000 Manufacture and brand
marketing of refrigerated
dairybeverages
Note 1
Hangzhou Weichuan
Biotechnology Foods Co., Ltd.
2005.05.16 No. 502, Dajie, No. 10, Qiantang New District,
Hangzhou City, Zhejiang Province
USD 10,000,000 Manufacture and sale of
food products such as milk
powder, rice and wheat
powder and solid drinks
SUZHOU WEI-CHUAN
FOODS CO., LTD.
2017.04.06 Junction Of Fenyue West Road And Wenchang
Road, Lili Town, Wujiang District, Suzhou City,
JiangsuProvince
RMB 86,000,000 Manufacture and brand
marketing of refrigerated
dairybeverages
WEI CHUAN FOODS
INVESTMENT CO., LTD.
2012.03.29 Room 301, Floor 3, Building 2, No. 502, Dajie,
No. 10, Qiantang New District, Hangzhou City,
Zhejiang Province
USD 15,100,000 General investment
LANGFANG WEICHUAN
FOODS CO., LTD.
2013.11.29 No. 759, Huaxia South Road, Xianian Town,
Dachanghuizuzizhi County, Langfang City,
Hebei Province
USD 15,000,000 Manufacture and brand
marketing of refrigerated
dairy beverages
Note 1
KingCan (BVI) Corporation 2001.11.29 OMC Chambers, Wickhams Cay 1, Road
Town, Tortola, British Virgin Islands
USD 3,350,000 General investment
KUNSHAN KING CAN
MOLD INDUSTRIAL CO.,
LTD.
2006.11.07 No. 99, Xincui Road, Huaqiao Town, Kunshan
City, Jiangsu Province
USD 7,125,000 Manufacture of food molds
and injection molds
HEALTH CAN
DEVELOPMENT LIMITED
1990.08.07 Suite C 21/F Lee & Man Commercial Center 169
Electric Road North Point HK
HKD 1,000 General investment
THAI
WEI-CHUAN
CO.,
LTD.
1987.09.12 171 Moo 3 Khao Ngoo-Berkpai Rd. Tumbon
Berkpai Aumper Banpong Rachaburi Province
(70110)Thailand
THB 65,000,000 Food processing Note 4
Name of Corporation Date of
Establishment
Address Paid-in Capital
Unit: NT$thousands
Major Business/Production
Items
Note
HEILONGJIANG WEI
CHUAN DAIRY CO.
1995.07.10 No. 8, Daqing Road, Anda City, Heilongjiang
Province
RMB 51,800,000 Dairy and other products Note 4
HEILONGJIANG WEI
CHUAN FOOD CO.
1995.07.19 No. 1, Tangchang Street, Songpu Town, Waiqu,
Haerbin City Road, Heilongjiang Province
RMB 15,100,000 Condiments and other products Note 4

Note 1 The operating revenue of the affiliated company which has factory exceeds 10% of the operating revenue of WEI CHUAN FOODS CORPORATION, the factory information are as followed

Name of Factory Date of
Registration
Address Major Business/Production Items
HANGZHOU WEICHUAN FOOD CO.,
LTD. HANGZHOU Factory

2002.09.30
No. 468, Yinhai Street, Qiantang New District,
Hangzhou City, Zhejiang Province
Manufacture and brand marketing of
refrigerated dairy beverages
LANGFANG
WEICHUAN
FOODS
CO., LTD. LANGFANG Factory

2013.11.29
No. 759, Huaxia South Road, Xianian Town,
Dachanghuizuzizhi County, Langfang City, Hebei
Province
Manufacture and brand marketing of
refrigerated dairy beverages

Note 2 The Company was dissolved as approved by its shareholders in November 2016 and the dissolution was approved by the competent authority in January 2017. Note 3 The Company was dissolved as resolved by its Board of Directors in December 2016.

Note 4 The subsidiary is under liquidation procedures.

(III) The information of the common shareholders of the company and the company concluded as the existence of the controlling and subordinate relation None.

(IV) The Business Scope of the Company and the Affiliated Enterprises

The business of the company and the affiliated enterprises includes Manufacture and sale of food products Process, manufacture and trade of tinplate products General investment.

(V) Directors, Supervisors and Presidents of Affiliated Companies (As of Dec.31, 2020)

Company Title Name or Representative Shareholding Shareholding
Shares/Amount %
KING CAN INDUSTRY
CORPORATION
Chairman LIU,TING-YU(Representative of Wei Chuan Foods Corporation) 34,539,451 98.68%
Director CHIU, TZU-CHUAN (Representative of Wei Chuan Foods Corporation)
SHEN,TE-YU (Representative ofWeiChuan Foods Corporation)
34,539,451 98.68%
Supervisor HUANG,CHIH-YU - -
President SHEN,TE-YU - -
Cheng Shuen Nung Ranch Dairy
Co., Ltd.
Chairman CHIU,TZU-CHUAN(Representative of Wei Chuan Foods Corporation) 57,929,989 100.00%
Director TANG,WEI CHE (Representative of Wei Chuan Foods Corporation)
HUANG,KUO CHEN (Representative ofWeiChuan Foods Corporation)
57,929,989 100.00%
Supervisor HUANG,CHIH-YU - -
KANG CHUAN
ENGINEERING CO., LTD.
(Note 2)
Chairman CHEN WEI MING(Representative of Wei Chuan Foods Corporation) 35,113,408 99.85%
Director CHANG, CHIAO-HUA (Representative of Wei Chuan Foods Corporation)
LIAO,SHU-SANG (Representative ofWeiChuan Foods Corporation)
35,113,408 99.85%
Supervisor HUANG,CHIH-YU - -
CONCOURSE
INTERNATIONAL INC.
Chairman HUANG,HUI-LING(Representative of Wei Chuan Foods Corporation) 14,034,753 99.99%
Director CHANG,CHEN-CHANG (Representative of Wei Chuan Foods Corporation)
HUANG,KUO CHEN (Representative ofWeiChuan Foods Corporation)
14,034,753 99.99%
Supervisor HUANG,CHIH-YU - -
CONCOURSE
INTERNATIONAL LIMITED
Director HUANG,HUI-LING (Representative of CONCOURSE INTERNATIONAL
INC.)
CHANG,CHEN-CHANG (Representative of CONCOURSE
INTERNATIONAL INC.)
HUANG,CHIH-YU (Representative of CONCOURSE INTERNATIONAL
INC.)
- 100.00%
HANGZHOU CONCOURSE
TRADING CO., LTD.
Chairman HUANG,HUI-LING (Representative of CONCOURSE INTERNATIONAL
LIMITED)
- 100.00%
Director HUANG,HUI-LING、CHANG,CHEN-CHANG、HUANG,CHIH-YU
(Representative ofCONCOURSE INTERNATIONAL LIMITED)
- 100.00%
Supervisor LEE,WEN-HSUEH (Representative of CONCOURSE INTERNATIONAL
LIMITED)
- 100.00%
President HUANG,HUI-LING - -
Company Title Name or Representative Shareholding Shareholding
Shares/Amount %
WEI-CHUAN(BVI) CO., LTD. Director Wei Chuan Foods Corporation - 100.00%
WEI-CHUAN
INTERNATIONAL LIMITED
Director LIAO,SHU-SANG (Representative of Wei Chuan Foods Corporation) - 100.00%
WEI-CHUAN ASIAN
INVESTMENT LIMITED
Director CHANG, CHIAO-HUA (Representative of Wei Chuan Foods Corporation)
HUANG,CHIH-YU (Representative ofWeiChuan Foods Corporation)
- 100.00%
Hangzhou Weichuan
Biotechnology Foods Co.,Ltd.
Chairman HSIEH,TSUNG-PENG (Representative of WEI-CHUAN(BVI) CO., LTD) - 100.00%
Director WU,JUEI-HSUN (Representative of WEI-CHUAN(BVI) CO., LTD)
CHANG, CHIAO-HUA(Representative ofWEI-CHUAN(BVI) CO.,LTD)
- 100.00%
Supervisor LEE,WEN-HSUEH (Representative of CONCOURSE INTERNATIONAL
LIMITED)
- 100.00%
President WU,JUEI-HSUN - -
HANGZHOU WEICHUAN
FOOD CO., LTD.
Chairman HSIEH,TSUNG-PENG (Representative of WEI-CHUAN(BVI) CO., LTD) - 100.00%
Director TENG,YI-YUNG (Representative of WEI-CHUAN(BVI) CO., LTD)
CHANG, CHIAO-HUA(Representative ofWEI-CHUAN(BVI) CO.,LTD)
- 100.00%
Supervisor HUANG,CHIH-YU (Representative of WEI-CHUAN(BVI) CO., LTD) - 100.00%
President LIN,YU-SHENG - -
SUZHOU WEI-CHUAN
FOODS CO., LTD.
Chairman HSIEH,TSUNG-PENG (Representative of HANGZHOU WEICHUAN
FOODCO.,LTD.)
- 100.00%
Director TENG,YI-YUNG (Representative of HANGZHOU WEICHUAN FOOD
CO., LTD.)
CHANG, CHIAO-HUA (Representative of HANGZHOU WEICHUAN
FOODCO.,LTD.)
- 100.00%
Supervisor HUANG,CHIH-YU (Representative of HANGZHOU WEICHUAN FOOD
CO.,LTD.)
- 100.00%
President TENG,YI-YUNG - -
WEI CHUAN FOODS
INVESTMENT CO., LTD.
Chairman HSIEH,TSUNG-PENG (Representative of WEI-CHUAN(BVI) CO., LTD) - 100.00%
Director TENG,YI-YUNG (Representative of WEI-CHUAN(BVI) CO., LTD)
CHANG, CHIAO-HUA(Representative ofWEI-CHUAN(BVI) CO.,LTD)
- 100.00%
Supervisor HUANG,CHIH-YU (Representative of WEI-CHUAN(BVI) CO., LTD) - 100.00%
President TENG,YI-YUNG - -
Company Title Name or Representative Shareholding Shareholding
Shares/Amount %
LANGFANG WEICHUAN
FOODS CO., LTD.
Chairman HSIEH,TSUNG-PENG (Representative of WEI CHUAN FOODS
INVESTMENTCO.,LTD.)
- 100.00%
Director TENG,YI-YUNG、CHANG, CHIAO-HUA (Representative of WEI
CHUANFOODSINVESTMENTCO.,LTD.)
- 100.00%
Supervisor HUANG,CHIH-YU (Representative of WEI CHUAN FOODS
INVESTMENTCO.,LTD.)
- 100.00%
President HUANG,CHIN-SEN - -
KingCan (BVI) Corporation Director LIU,TING-YU (Representative of KING CAN INDUSTRY
CORPORATION.)
HSU,SHU-MIN (Representative of KING CAN INDUSTRY
CORPORATION.)
HUANG,CHIH-YU (Representative of KING CAN INDUSTRY
CORPORATION.)
- 100.00%
KUNSHAN KING CAN MOLD
INDUSTRIAL CO., LTD.
Chairman LIU,TING-YU (Representative of KingCan (BVI) Corporation) - 100.00%
Director LEE,WEN-HSUEH (Representative of KingCan (BVI) Corporation)
HUANG,CHIH-YU (Representative of KingCan(BVI) Corporation)
- 100.00%
Supervisor HSU,SHU-MIN (Representative of KingCan (BVI) Corporation) - 100.00%
President LIU,TING-YU - -
HEALTH CAN
DEVELOPMENT LIMITED
Director CHANG, CHIAO-HUA (Representative of WEI-CHUAN ASIAN
INVESTMENT LIMITED)
HUANG,CHIH-YU (Representative of WEI-CHUAN ASIAN
INVESTMENT LIMITED)
- 75.00%

Note 2:The Company was dissolved as resolved by its Board of Directors in December 2016.

Note 3:CHINA YOUTH CO., LTD.、THAI WEI-CHUAN CO.,LTD.、HEILONGJIANG WEI CHUAN FOOD CO. and HEILONGJIANG WEI CHUAN DAIRY CO. are under liquidation procedures.

II Summarized Operation Results of Affiliated Enterprises

Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand) Year ended December 31,2020(NTD Thousand)
Company name Stock
capital
Total assets Total
liabilities
Total equity Operating
revenue
Operating
profit
(loss)
Net income
(loss)
Earnings per
share(after-
tax)(Dollars)
Footnote
KING CAN INDUSTRY
CORPORATION
350,000
1,089,097

500,450

588,647

980,633


87,668

73,115


2.09
CHINA YOUTH CO.,LTD. 85,000
10,487

2,469

8,018

-

(30)

(27)

-
Note 2
KANG CHUAN ENGINERRING
CO.,LTD.
351,663
208,079

2,341

205,738

-

(893)

703

0.02
Note3
Cheng Shuen Nung Ranch Dairy
Co.,Ltd.
579,300
1,230,773

477,942

752,831

-

(245)

(204)

-
CONCOURSE INTERNATIONAL
INC.
140,351
350,810

113,435

237,375

601,208

53,604

56,645

4.04
CONCOURSE INTERNATIONAL
LIMITED
24,208
31,257

-

31,257

-

-

3,518

-
HANGZHOU CONCOURSE
TRADING CO.,LTD.
21,830
36,344

5,549

30,795

237,621

3,480

3,515

-
WEI-CHUAN(BVI)CO.,LTD. 2,355,608
3,765,720

37,857

3,727,863

-

(1,046)

189,661

-
WEI-CHUAN INTERNATIONAL
LIMITED
750,643
57,877

1,556

56,321

-

(363)

3,744

-
WEI-CHUAN ASIAN
INVESTMENT LIMITED
28,289
21

205

(184)

-

(212)

(6,496)

-
Hangzhou Weichuan Biotechnology
Foods Co.,Ltd.
341,495
330,036

367,774

(37,738)

319,828

(112,446)

(114,083)

-
HANGZHOU WEI-CHUAN FOOD
CO.,LTD.
1,306,352
6,302,921

3,304,911

2,998,010

9,880,412

335,249

266,131

-
SUZHOU WEI-CHUAN FOODS
CO.,LTD.
375,475
674,877

308,110

366,767

-

(6,144)

(4,568)

-
WEI CHUAN FOODS
INVESTMENT CO.,LTD.
407,347
568,348

-

568,348

-

(57)

33,328

-
LANGFANG WEI-CHUAN FOODS
CO.,LTD.
400,070
1,687,704

1,122,874

564,830

854,739

69,139

33,545

-
KingCan (BVI) Corporation. 95,408
275,615

-

275,615

-

-

6,482

-
KUSHAN KING CAN MOLD
INDUSTRIAL CO.,LTD.
220,431
277,895

2,665

275,230

1,584

337

6,475

-
HEALTH CAN DEVELOPMENT
LIMITED
4
21

5,339

(5,318)

-

(168)

(168)

-
THAI WEI-CHUAN CO.,LTD. 62,114
-

7,829

(7,829)

-

-

-

-
Note4

Note 1 Translation of foreign operations Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet; Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period the exchange rates are as follows

2020.12.31
Average exchange
rates of 2021
USD: NTD
28.4800
29.5491
HK: NTD
3.6739
3.8089
RMB: USD
0.1533
0.1449
RMB: NTD
4.3660
4.2817
THBNTD
0.9556
0.9496
  • Note 2 The Company was dissolved as approved by its shareholders in November 2016 and the dissolution was approved by the competent authority in January 2017.

Note 3 The Company was dissolved as resolved by its Board of Directors in December 2016.

Note 4 The subsidiary is under liquidation procedures.

(II) Consolidated financial statements of the related parties:

Declaration of Consolidated Financial Statements of Affiliated Enterprises

For the year ended December 31, 2020, pursuant to ‘Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises’, the entities that are required to be included in the consolidated financial statements of affiliates are the same as those required to be included in the consolidated financial statements of parent and subsidiary companies under IFRS 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.

Hereby declare,

Wei Chuan Foods Corporation

March 29, 2021

(III) Affiliation report

The Company shall not be required to prepare.

  • II. Private subscription of marketable security in the most recent years and up to the printing of the annual report: None.

  • III. The stock shares of the Company held or disposed of by the subsidiary in the most recent years and up to the printing of the annual report: None.

  • IV. Other necessary supplements: None.

  • IX. Matters that materially affect shareholders’ equity or the price of the company’s securities as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act occurred in the most recent year and up to the date of publication of annual report: None.

(III) Affiliate Reports

The Company is not the affiliate as set out in the articles of incorporation of the affiliated company under the Company Act, and is not required to prepare the affiliate report according to regulations.

  • II. Private Placement of Securities during the Most Recent Year and as of the Date of Publication of the Annual Report: None.

  • III. Holding or Disposal of the Company’s Shares during the Most Recent Year and as of the Date of Publication of the Annual Report: None.

  • IV. Other Necessary Supplementary Information: None

  • Chapter 9. Any Events during the Most Recent Year and as of the Date of Publication of the Annual Report that Had Significant Impacts on Shareholders' Right or Security Prices as Stated in Subparagraph 2, Paragraph 2 of Article 36 of Securities and Exchange Act: None

Wei Chuan Foods Corp.

Chairman CHEN, HUNG-YU