Corporate Governance Operation

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Directors' principal experience and education

23rd term（2023/5/31 Appointed）

TitleNamePrincipal education ExperienceRemark
ChairmanLiu, Wei-LungDepartment of Law, National Taiwan UniversityDirector of Taisun Enterprise Co., Ltd.,
Chairman of Long Bon International Co., Ltd.

Chairman of Baosheng Investment Co., Ltd.

Chairman of Lungyen Life Service Corporation

Chairman of Reiju Construction Co Ltd.
DirectorHan, Tai-ShengDepartment of Physics, Tamkang UniversityDirector of Taisun Enterprise Co., Ltd.,

Chairman of Evga Corporation
DirectorLiu, Huang-ChiMaster of Laws from the College of Social Sciences, Department of Law, Tunghai UniversityDirector of Authenticity Attorneys-at-law

Independent Director of CTBC Life Insurance Co., Ltd.

Independent Director of Taiwan Life Insurance Co., Ltd.

Judge at Taiwan High Court

Judge and Presiding Judge at Taipei District Court

Director of the Lian Teh Industrial Development Foundation

Chairman of Jing Ping Industrial Co., Ltd.

Independent Director of Chun Yuan Steel Industrial Co., Ltd.
DirectorShao, Ming-PinTung Fang Junior College of IndustryChairman of Fortune Base Development Co., Ltd.

Director of Long Bon International Co., Ltd.		2024/3/25 reassign
DirectorChen, Nuo-HuaUniversity of British Columbia, Canada, Bachelor Degree,Director of Taisun Enterprise Co., Ltd.,

Supervisor of Pin-Tai Distribution Enterprise Co., Ltd.,

Supervisor of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd.,

Chairman and General Manager of Taisun Enterprise (Zhangzhou) Foods Co., Ltd.

Chairman of Hongqiang Co., Ltd.
DirectorFu, Chen-HsiangRensselaer Polytechnic InstituteGeneral Manager of Taiwan Wax Co., Ltd.

Director of Taisun Enterprise Co., Ltd.
Independent Director
Hsiao, Sheng-HsienBachelor in Accounting, Department of Business Administration, National Taiwan University

Master of Laws from Soochow University

Doctor of Law from the Institute of Law, University of International Business and Economics (China)		Partner and Director at FOCPA Accounting Firm2024/3/13 resign
Independent Director
Chen, Wei-YuBachelor of International Trade from National Chengchi University

Master of Business Administration from the University of California		Independent Director of Cheer Time Enterprise Co., Ltd.

Independent Director of Jabon Technology Co., Ltd.

CFO of Taiwan Listed Companies Association

Partner at Deloitte Touche Tohmatsu CPA LLP

General Manager at Deloitte Financial Advisory Services Ltd.

Futures Group, Securities and Futures Bureau, Ministry of Finance

Director of the CABIAB

Director/Secretary-General of the Taiwan Corporate Reorganization Association

Committee Member of the Futures and Options Promotion Group, Taipei Securities Association

Dispute Mediation Committee Member, Chinese National Futures Association

Committee Member of the Education and Training Committee, Financial Planning Association of Taiwan

Lecturer at MAPECT

Lecturer at Taipei Securities Association

Lecturer at Securities and Futures Institute

Lecturer at the Financial Personnel Training Classes

Lecturer at the Training Institute, Ministry of Finance
Independent DirectorHuang, Hui-PingBachelor of Laws from the Department of Law, National Chung Hsing UniversityArbitrator at the Chinese Arbitration Association, Taipei

Partner Lawyer at Wen Hui Attorneys at Law

Principal Attorney at MH Lawoffice

Junior Partner Lawyer at Formosa Transnational Attorneys at Law

Senior Attorney at Baker McKenzie


22nd term（2021/12/16 Appointed）

Title NamePrincipal educationExperiencePositions now held concurrently in the Company and in other companies
DirectorPeter ChanCalifornia State University Fullerton, Bachelor Degree
Entrepreneur Management Research Class, Department of Business Management, National Chengchi University		Director, Taisun Enterprise Co.,Ltd.
Director, Pin-Tai Distribution Enterprise Co., Ltd.
Chairman, Pioneer Traffic Co.Ltd.		Chairman of Taisun Enterprise Co., Ltd., Director of Pin-Tai Distribution Enterprise Co., Ltd., Chairman of Pioneer Traffic Co. Ltd., Chairman of Taisun Yuan Co., Ltd., Chairman of Taisun (Cayman) Investment Ltd. , Taisun Enterprise (Zhangzhou) Foods Co., Ltd. Supervisor, Chairman of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd., Independent Director of GIGA-BYTE Technology Co., Ltd., Supervisor of Info-Tek Corporation, Chairman of Taiwan Vegetable Oil Manufacturers Association
DirectorFred ChanUtah State University, Master Degree,
Bachelor of Chemical Engineering, Tamkang University,
Entrepreneur Management Research Class, Department of Business Management, National Chengchi University		Director, Taisun Enterprise Co.,Ltd.
Director, Pin-Tai Distribution Enterprise Co., Ltd.
Director, Pioneer Traffic Co.Ltd.		Director and General Manager of Taisun Enterprise Co., Ltd., Chairman of Pin-Tai Distribution Enterprise Co., Ltd., Director of Taiwan Niko Mart Co., Ltd., Director of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Director of Taisun Enterprise (Zhangzhou) Foods Co., Ltd., Director of Central Union Oil Corp., Ltd., Director of Taiwan FamilyMart Co., Ltd., Director of CVS.Com Co., Ltd.
DirectorChan Hao-JunUniversity of British Columbia, Canada, Bachelor Degree,Supervisor, Taisun Enterprise Co.,Ltd.
Supervisor, Pin-Tai Distribution Enterprise Co., Ltd.
Supervisor, Pioneer Traffic Co.Ltd.		Director of Taisun Enterprise Co., Ltd., Supervisor of Pin-Tai Distribution Enterprise Co., Ltd., Supervisor of Pioneer Traffic Co. Ltd., Director of Taisun Yuan Co., Ltd., Chairman and General Manager of Taisun Enterprise (Zhangzhou) Foods Co., Ltd.
DirectorChan Pei-ShanCalifornia State University, Long Beach Bachelor DegreeSupervisor, Taisun Enterprise Co.,Ltd.
Chairman, Dechen Enterprise Co., Ltd.		Director and Executive assistant, Taisun Enterprise Co.,Ltd.
Chairman, Dechen Enterprise Co., Ltd.
Independent Director Wu Chieh-Hsin Master of Business Administration, University of Manchester, Minnesota, USA; National Chengchi University Entrepreneur Management Research Class; Master of Advanced Management, School of Management, National Chiao Tung University, Master of Management, Graduate School of Management, National Taiwan University of Science and TechnologyThe 32nd Entrepreneurship Model of the Republic of China
Evaluation Committee Member of the Institute of Design, National Yunlin University of Science and Technology
Member of the Compensation Committee of GIGA-BYTE Technology Co., Ltd.		Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd.
Chairman, Super Dragon Technology Co., Ltd.
Independent Director of Chyang Sheng Dyeing & Finishing Co., Ltd.
Independent Director Sun Chu-WeiDepartment of Accounting, Tamkang University, Bachelor DegreeCertified Public Accountant of the Republic of China
Qualification of Patent Attorney of the Republic of China
Teaching Assistant, Department of Accounting, Tamkang University.
Auditor, RSM International Taiwan.
Audit Dept. Deputy Chief, Deloitte & Touche Taiwan		Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd.
Independent Director of Chyang Sheng Dyeing & Finishing Co., Ltd.
Independent Director of Min Aik Percision
Managing Partner of Bai-chi CPA Firm.
Member of the Public Relations Committee of CPA Associations R.O.C. (Taiwan)
Independent Director Hsu Yung-ChangFu Jen Catholic University, Master DegreeQualified as a lawyer in the Republic of China
Corporate Counsel, Yageo Corporation		Independent Director and Member of the Compensation Committee, Taisun Enterprise Co., Ltd.
Chairman Responsible Person of Yuan Hsin Law Firm
Information on the operation of the Board of Directors

As of December 21, The Board of Directors met 12 times during 2023. The attendance of directors and supervisors is as follows:

Term Job title Name (Note 1) Actual number of seats (B) Number of delegates attending Actual attendance rate

(%) [B/A] (Note 2)

 Remarks
23rd term Chairman Representative of Long Bon International Co., Ltd.: Liu Wei-Lung 8 0 100% 2023/5/31

Appointed
Director Representative of Long Bon International Co., Ltd.: Han Tai-Sheng 8 0 100%
Director Liu, Huang-Chi 7 1 87.5%
Director Yang, Wen-Ching 6 2 75%
Director Hongqiang Co., Ltd.

Representative: Chan Hao-Jun

 4 0 100%
Director Fu, Chen-Hsiang 4 0 100%
Independent Director Hsiao, Sheng-Hsien 8 0 100%
Independent Director Chen, Wei-Yu 8 0 100%
Independent Director Huang, Hui-Ping 7 0 87.5%
22nd term Chairman Representative of Jing Xun Investment Industrial Corporation Limited: Chan Ching-Chao 4 0 100%

2023/5/31

Discharged of term of office
Director Shen Yang Investment Corporation Limited

Representative: Chan Yi-Houg

 4 0 100%
Director Hongqiang Co., Ltd.

Representative: Chan Hao-Jun

 4 0 100%
Director Huang-Qiao-Lin Business Co., Ltd.

Representative: Yin Chang-Chung

 4 0 100%
Director Representative of Long Bon International Co., Ltd.: Liu Wei-Lung 4 0 100%
Director Representative of Long Bon International Co., Ltd.: Han Tai-Sheng 4 0 100%
Independent Director Chen Min-Hsun 4 0 100%
Independent Director Li Ming-Hui 4 0 100%
Independent Director Tu Ying-Ta 4 0 100%
Other matters to be recorded:

I.     If the operation of the Board of Directors falls into one of the circumstances, the date and duration of the meeting, details of proposals, the opinions of all independent directors and how the Company deals with such opinions:

(I)        Matters listed in Article 14-3 of the Securities and Exchange Act: The Company set up independent directors and established an Audit Committee on April 25, 2016.
In 2023, a total of 12 Board meetings were held. The resolutions are detailed on pages 96-98 of the annual report. The audit committee passed all motions without objecting to the matters listed in Article 14-3 of the Securities and Exchange Act.

(II)       In addition to the previous matters, other board meeting decisions that have been opposed or faced reservations by independent directors and have records or written statements: None.

II.    Recusal of the Directors from motions involving their private interest, specify the names of the Directors, the content of the motions, the reason for recusal, and the participation in voting:

Please refer to Note 1 on page 44 of the annual report.

III.  TWSE / TPEx Listed Companies should disclose the evaluation cycle and period, assessment scope, method and evaluation content of the board’s self (or peer) evaluation: Please refer to Note 2 on page 44 of the annual report.

IV. The objective for fortifying the function of the Board in the current year and the most recent year (e.g., setting up an audit committee, improving information transparency, etc.) and the assessment of the status of implementation:

(I)         The Company established an audit committee on April 25, 2016.

(II)       In 2021 and as of the printing date of the annual report, and in accordance with the Company Act, Article 14-3 of Securities and Exchange Act, Article 14-5, etc., the Company’s proposals shall be submitted to the audit committee for approval or the resolution of the Board of Directors. After the approval of the audit committee, it is sent to the Board of Directors for resolution and implementation. (It is not necessary to submit the proposal approved by the audit committee first, and then directly submit the resolution to the Board of Directors for implementation.)

(III)    In line with the competent authority’s promotion of the new corporate governance roadmap to effectively perform the functions of the Board of Directors, the 22nd meeting of the 21st Board on March 8, 2021 resolved the motion for setting up a dedicated corporate governance unit. The 3rd meeting of the 23rd Board on July 10, 2023 appointed the Vice President Li, Shu-Hui from Finance and Accounting Dept. to serve as the corporate governance manager.

(IV)     Enhance information transparency

1.      Material information has been released simultaneously in English since January 1, 2021.

2.      The Company uploaded its English annual financial report 16 days before the 2021 annual meeting of shareholders

3.      From 2021, the Company discloses its English interim financial report within 2 months after the filing of its Chinese interim financial report is due.
Important resolutions of the 2022 shareholders meeting
Date Meeting type Important resolutions Implementation status
2022/5/26 Shareholders’ Meeting

(1) The motion for 2021 
       business report and
       financial statements.

(2) The motion for 2021 
       earnings distribution.

(3) Motion for passing the
       amendments to the
       Company’s Procedures
       of the Acquisition or
       Disposal of Assets.

(1) Relevant forms have been
       submitted to the competent     
       authority for inspection and 
       announcement in accordance
       with Company Act and other
       relevant laws and regulations.

(2) The Company’s net profit after
       tax in 2021 was NTD
       591,827,052. According to the 
       resolution of the shareholders         meeting, the dividend per
       share was NTD 1. The
       ex-dividend date was set on
       July 1, 2022, and the payment
       was fully completed on July 25,
       2022.

(3) Effective from the resolution of
       the shareholders’ meeting and
       has been announced on the
       Company’s website.
Important resolutions of the Board of Directors in 2023
Date Term Important resolutions
2023/12/21 23rd term

8th session
  1. Passed the motion for the Company’s 2024 audit plan.
  2. Passed the motion for the Company’s 2024 annual budget report.
  3. Passed the motion for the financing facility from the Banxin Bank
  4. Passed the motion for the financing facility from the UBOT Bank
  5. Passed the motion for the financing facility from the BOK Bank
  6. Passed the motion for the appointment of the audit supervisor.
  7. Passed the motion for the appointment of the Technical Chief of Production Business Group.
2023/11/13 23rd term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2023
  2. Passed the motion for the Company’s 2023 Q3 profit distribution table.
  3. Passed the motion for the financing facility from the TAICHUNG Bank
  4. Passed the motion for the financing facility from the E.Sun Bank.
  5. Passed the motion for the Case of reassignment of director representative of subsidiary (PIN-TAI DISTRIBUTION ENTERPRISE CO., LTD.)
  6. It is planned to trust the farming and grazing lands of the company’s Beidou Ranch in Changhua to the chairman. And appoint an independent director as a representative to handle land-related registration matters.
  7. Passed the motion for the Accounting supervisor change case.
2023/8/24 23rd term

6th session
  1. Passed the motion filed a lawsuit to against JKO FinTech Co., Ltd. for the return of investment funds of the company.
  2. Passed the motion for chief of staff appointment of the company.
  3. Passed the motion for appointment of Deputy General Manager of Marketing of the Company.
2023/8/11 23rd term

5th session
  1. Passed the motion for the Company’s financial statements for Q2 2023.
  2. Passed the motion for the Company’s 2023 Q2 profit distribution table.
  3. Passed the motion for the the reassignment of the representatives of the directors and supervisors of TAISUN (Cayman), a subsidiary of the company, and Innovation Logistics (Shares) Co., Ltd.
  4. Passed the motion for the financing facility from the SinoPac Bank.
2023/7/18 23rd term

4th session
  1. Passed the motion for appointment and remuneration of the company’s CPA.
  2. Passed the motion for the remuneration proposal of the 23rd session of independent directors and the 6th session of the remuneration committee of the company.
2023/7/10 23rd term

3rd session
  1. Passed the motion for the company’s appointment of members of the remuneration committee.
  2. Passed the motion for the changing the head of corporate governance of the company.
  3. Passed the motion for the the change of the company’s spokesperson.
2023/6/16 23rd term

2nd session
  1. Passed the motion for the 2022 annual surplus distribution proposal.
  2. Passed the motion for the appointment of the company’s chief financial officer.
2023/6/8 23rd term

1st session

Passed the motion for the election of the chairman of the company
2023/5/5 22nd term

13th session
  1. Passed the motion for the 2023 Annual General Meeting of Shareholders Accepting Shareholder Proposals.
  2. Passed the motion for the Company’s 2022 profit distribution table.
  3. Passed the motion for the consolidated financial statement for the first quarter of 2023.
  4. Passed the motion for the Company’s 2023 Q1 profit distribution table.
  5. Passed the motion for the 2022 investment cycle internal control system project review case.

2023/4/20
(2023/5/5
Continuation meeting)

 22nd term

12th meeting
  1. Passed the motion for the 2022 appointed manager employee compensation proposal.
  2. Passed the motion for the 2022 director remuneration proposal.
  3. Passed the motion for the corporate governance executive remuneration proposal.
  4. Passed the motion for the proposal on compensation for the company’s audit supervisor.
  5. Passed the motion for the equity investment case.
  6. Passed the motion for the case of building an additional for the packaging water plant.

2023/3/31

 22nd term

11th meeting
  1. Passed the motion for remuneration distribution to employees for 2022.
  2. Passed the motion for the establishment of the Company’s 2022 distribution of remuneration to directors.
  3. Passed the motion for the Company’s 2022 business report and financial statements.
  4. The transfer case between the audit supervisor and the corporate governance supervisor.
  5. Passed the motion for the self-assessment result of the Company’s internal control.
  6. It is planned to formulate the general principles of the company’s pre-approval non-confirmation service policy.

2023/3/15

 22nd term

10th meeting
  1. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility.
Important resolutions of the Board of Directors in 2022
Date Term Important resolutions
2022/12/23 22nd term

9th session
  1. Passed the motion for the Company’s 2023 business plan.
  2. Passed the motion for the Company’s 2023 audit plan.
  3. Passed the motion for 2022 year-end bonus for appointed managers.
  4. Passed the motion for the bonus of Company’s General Manager’s Performance Proposal
  5. Passed the motion for the financing facility from the Banks.
2022/12/2 22nd term

8th session
  1. Passed the motion for the Company’s capital expenditure resolution.
  2. Passed the motion for the disposal of the company’s investment in securities.
2022/11/10 22nd  term

7th session
  1. Passed the motion for the Company’s financial statements for Q3 2022
  2. Passed the motion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  4. Passed the motion for the amendments to the Internal Material Information Processing Operations Rules .
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the financing facility from Far Eastern International Bank.
2022/8/11 22nd term

6th session
  1. Passed the motion for the Company’s financial statements for Q2 2022
  2. Passed the motion for the Company’s 2022 Q2 profit distribution table.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2022/5/10 22nd term

5th session
  1. Passed the motion for the Company’s financial statements for Q1 2022
  2. Passed the motion for the Company’s 2022 Q1 profit distribution table.
  3. Passed the motion for the Compensation Committee to recommend the 2021 distribution of remuneration to directors.
  4. Passed the motion for the Compensation Committee’s recommendations for 2021employee remuneration distribution for managers.
  5. Passed the motion for remuneration to the vice general manager.
  6. Passed the motion for the amendments to the Corporate Social Responsibility Rules.
  7. Passed the motion for the financing facility from the Mega Bank Zhongxiao branch.
2022/3/25 22nd term

4th session
  1. Passed the motion for the Company’s 2021 business report and financial statements.
  2. Passed the motion for the Company’s 2021 profit distribution table.
  3. Passed the motion for the self-assessment result of the Company’s internal control.
  4. Passed the motion for the amendments to the Company’s Procedures of the Acquisition or Disposal of Assets.
  5. Passed the motion for the amendment to the Company’s Preparation Process Management Measures for Financial Statements
  6. Passed the motion for the financing facility from DBS Bank Taiwan.
2022/2/25 22nd term

3rd session
  1. Passed the motion for matters in relation to the Company’s 2022 Annual Meeting of Shareholders.
  2. Passed the motion for remuneration to the independent directors of the 22nd Board.
  3. Passed the motion for remuneration to the members of the Compensation Committee of the 5th term.
  4. Passed the motion for remuneration to the members of the 22nd Board.
  5. Passed the motion for remuneration to the general manager.
  6. Passed the motion for remuneration distribution to employees for 2021.
  7. Passed the motion for the establishment of the Company’s 2021 distribution of remuneration to directors.
  8. Passed the motion for the financing facility from financial institutions. including Hua Nan Commercial Bank, etc.
2022/1/25 22nd term

2nd meeting
  1. Passed the motion for the appointment of the Compensation Committee members.
  2. Passed the motion for recognition of the personnel change of vice general manager.
  3. Passed the motion for submission of the personnel change of the spokesperson and acting spokesperson.
  4. Passed the motion for submission of the accounting supervisor change.
  5. Passed the motion for re-assignment of the representative of Taisun (Cayman) Investment Ltd.
Important resolutions of the Board of Directors in 2021
2021/12/16 22nd term

1st meeting

(unscheduled meeting)
  1. Passed the motion for the election of the Company’s chairman.
  2. Passed the motion for the election of the Company’s vice chairman.
  3. Questions and Motions
  4. Passed the motion for the appointment of the Company’s general manager.
  5. Passed the motion to authorize the Company’s original representative Chan Yi-Houg to perform business on behalf of the Company during the
  6. Transitional period of change of registration and change of the Company’s seal of the representative at the financial institution.
2021/12/09 21st term

32nd meeting
  1. Passed the motion for the Company’s 2022 business plan.
  2. Passed the motion for the Company’s 2022 audit plan.
  3. Passed the motion for the 2021 year-end bonus for appointed managers.
  4. Passed the motion for the amendment to the Company’s Related Party Transaction Measures.
  5. Passed the motion for fees of CPAs.
  6. Passed the motion for the financing facility from Taipei Fubon Bank.
2021/11/18 21st term

31st meeting
  1. Passed the motion for review of the candidate list of directors (including independent directors) of the 22nd Board.
  2. Passed the motion for the disposal of investment in equity in marketable securities.
2021/11/09 21st term

30th meeting
  1. Passed the motion for the Company’s financial statements for Q3 2021
  2. Passed the motion for the financing facility from Kaohsiung Bank Taipei Branch.
2021/10/28 21st term

29th meeting
  1. Passed the motion for recommendations and review of the candidate list of directors (including independent directors).
2021/10/20 21st term

28th meeting
  1. Passed the motion for the amendment to the Company’s “Articles of Incorporation”.
  2. Passed the motion for the election of directors (including independent directors).
  3. Passed the motion for removal of the non-compete clause for newly elected directors (including independent directors) and their representatives.
  4. Passed the motion for the first extraordinary general meeting-related matters in 2021.
2021/09/03 21st term

27th meeting
  1. Passed the motion for the Company’s distribution of the 2020 cash dividend-related matters.
2021/08/10 21st term

26th meeting
  1. Passed the motion for the Company’s financial statements for Q2 2021
  2. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount.
  3. Passed the motion for the financing facility from Bank of Taiwan Taichung Branch.
2021/07/23 21st term

25th meeting
  1. Passed the motion for changing the date of the Company’s 2021 Annual Meeting of Shareholders.
  2. Passed the motion for the financing facility from Hua Nan Bank Savings Branch.
2021/05/11 21st term

24th meeting
  1. Passed the motion for the Compensation Committee to recommend the 2020 distribution of remuneration to directors.
  2. Passed the motion for the Compensation Committee’s recommendations for employee remuneration distribution for managers.
  3. Passed the motion for the Compensation Committee’s recommendations for remuneration to newly appointed corporate governance manager.
  4. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.
2021/03/25 21st term

23rd meeting
  1. Passed the motion for the Company’s 2020 distribution of remuneration to employees.
  2. Passed the motion for the Company’s 2020 distribution of remuneration to directors.
  3. Passed the motion for the 2020 business report and financial statements.
  4. Passed the motion for the 2020 profit distribution table.
  5. Passed the motion for the amendments to the Company’s Regulations Governing Procedure for Board of Directors Meetings.
  6. Passed the motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors.
  7. Passed the motion for the amendments to the Company’s Audit Committee Charter.
  8. Passed the motion for the amendments to the Company’s Compensation Committee Charter
  9. Passed the motion for the self-assessment result of the Company’s internal control.
  10. Passed the motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.
  11. Passed the motion for the financing facility from Taiwan Cooperative Bank Xinyi Branch.
2021/03/08 21st term

22nd meeting
  1. Passed the motion for the amendments to the Company’s Rules of Procedure for Shareholders Meetings.
  2. Passed the motion for the amendments to the Company’s Methods for the Election of Directors.
  3. Passed the motion for matters in relation to the Company’s 2021 Annual Meeting of Shareholders.
  4. Passed the motion for the establishment of a dedicated corporate governance unit and manager.
2021/01/27 21st term

21st meeting
  1. Passed the motion for 2020 year-end bonus for appointed managers.
  2. Passed the motion for the suggestions on salary adjustment.
  3. Passed the motion for the financing facility from the First Bank Nanjing East Road branch.

Date

 Term

Important resolutions
The annual work focus of the audit committee

The audit committee aims to assist the Board of Directors in fulfilling its supervisory duties on the effectiveness of the internal monitoring mechanism, and is responsible for the tasks entrusted to it by the Company Act, the Securities and Exchange Act and other relevant laws and regulations, and for implementing the quality and integrity of accounting, auditing, financial reporting
processes, and financial control. Since 2016, the Company’s Audit Committee is made of all three independent directors, and a committee meeting is held at least once a quarter.

The audit committee’s powers and considerations mainly include:
(1) Establishing or amending the internal control system in accordance with the
       provisions of Article 14-1 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36-1 of the Securities and Exchange
       Act, to stipulate or amend the procedures for acquiring or disposing of assets,
        engaging in derivatives transactions, making loans to others, endorsing or
        providing guarantees for others, and procedure for major financial operations.
(4) Matters involving directors’ own matters of interest.
(5) Transactions of major assets or derivatives.
(6) Significant capital loans, endorsements, or guarantees.
(7) Raising, issuing, or private placement of equity securities.
(8) Appointment, dismissal, or remuneration of certified public accountants.
(9) Assessment of qualifications and independence of certified public accountants.
(9) Appointment and removal of financial, accounting, or internal audit supervisors.
(10) Financial reports for Q1, Q2 and Q3 and the annual financial reports signed or
          sealed by the Chairman, managerial officers and Accounting Supervisor.
(11) Self-evaluation questionnaires for audit committee performance evaluations
(12) Other important matters specified by the Company or the competent authority.

Reviews of financial reports
The Board of Directors prepared the Company’s 2022 annual business report, financial statements, and earnings distribution proposals, among which the financial statements were verified by KPMG Taiwan certified public accountants, and a verification report was issued. The above-mentioned business reports, financial statements, and profit distribution proposal have been checked by the audit committee and it was found that there are no discrepancies.

Assess the effectiveness of the internal control system
The audit committee evaluates the effectiveness of the Company’s internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, compliance with laws and regulations). Furthermore, it reviews the Company’s audit department, certified accountants, and management’s regular reports and compliance with laws and regulations. The Audit Committee suggests that the Company’s risk management and internal control system are effective and that the Company has adopted necessary control mechanisms to monitor and address violations.

Appointment of a certified public accountant
The audit committee is assigned the responsibility of supervising the independence of the certified public accounting firm to ensure the fairness of the financial statements.
In order to ensure the independence of the certified public accountant firm, the Audit Committee has developed an independence evaluation form in accordance with Article 47 of the Certified Public Accountant Act and Bulletin No. 10 of the Code of Professional Ethics for Accountants. Regarding the independence, professionalism, and competence of accountants, it assesses whether they are related parties, or have mutual business or financial interests with the Company. The Audit Committee, on March 31, 2023, and the Board of Directors, on March 31, 2023 both approved accountants Tseng Kuo-Yang and Huang Hsin-Ting of KPMG Taiwan as meeting the independence assessment standards and as qualified to serve as accountants for the Company’s financial and tax matters.

Information on the operations of the audit committee

As of December 21, the audit committee met 9 times during 2023 (A), and the attendance of independent directors is as follows:

Term Job title Name Actual attendance (B) Number of delegates attending Actual attendance rate (%)

(Ｂ/Ａ)
4th term Independent Director Chen, Wei-Yu 6 0 100%
Independent Director Hsiao, Sheng-Hsien
(2024/3/13 resign)		 6 0 100%
Independent Director Huang, Hui-Ping 6 0 100%
3rd term Independent Director Chen Min-Hsun
(2023/5/4 resign)		 3 0 100%
Independent Director Li Ming-Hui 3 0 100%
Independent Director Tu Ying-Ta
(2023/5/9 resign)		 2 0 100%

Other matters to be recorded:

  1. If the operations of the audit committee falls under one of the following situations, the date, period, resolution of the proposal, the resolution of the audit committee, and the Company’s handling of the audit committee’s opinions shall be stated.

(I) Matters listed in Article 14-5 of the Securities and Exchange Act:

In 2023, a total of 9 audit committee meetings were held. The resolutions are detailed on page 48 of the annual report. The audit committee passed without objection the matters listed in Article 14-5 of the Securities and Exchange Act.

(II) Further to the aforementioned matters, motions rejected by the Auditing Committee but passed by the Board at the consent of more than 2/3 of the Directors: None.

  1. For avoidance of conflict of interest by independent directors, the name of independent directors, details of proposals, reasons for avoidance and voting results shall be stated: None.

III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (materiality, means, and result of communication on the financial position and operation of the Company should be covered):

  1. In accordance with the 2022 audit plan approved by the Board of Directors, the Company prepares monthly “audit reports” and submits them to each audit committee for review, which has been completed on a monthly basis. It also follows the Regulations Governing Establishment of Internal Control Systems by Public Companies. After the audit report and tracking report are reviewed, they are delivered or notified to independent directors for review, and the audit conclusions and various declaration materials are provided for reference.
  2. Each audit report must track its internal control deficiencies and the improvement of abnormal matters, and make a quarterly tracking report and submit it to each audit committee member.
  3. The head of internal audit attends the audit committee and the Board of Directors on a quarterly basis to report on the audit business, and communicates with independent directors through the audit committee.
  4. The communication between independent directors and the head of internal audit in 2022 is summarized as follows:
Date Communication meeting Communication matters Communicate results
2023/5/5 Audit Committee Tracking report of the audit
results for Q4 2021
Review of the internal control
self-assessment results		 No comments at this meeting
Reported to the board of
directors for resolution
2023/3/31 Audit Committee Motion for the review of the
Company’s internal control
self-evaluation results		 No comments at this meeting
Reported to the board of
directors for resolution
2022/12/26 Audit Committee 2023 audit plan No comments at this meeting
Reported to the board of
directors for resolution
2022/3/25 Audit Committee Tracking report of the audit
results for Q4 2021
Review of the internal control
self-assessment results		 No comments at this meeting
Reported to the board of
directors for resolution
  1. The Company submits the results of financial statements reviewed or audited by the CPAs to the Audit Committee and arranges for communication between the CPAs and independent directors at least once a year.

The communication between independent directors and accountants is summarized as follows:

Date Communication matters Communicate results
2022/12/29 1. Non-assurance matters
2. Key audit items
3. Other matters		 No comments at this meetin
Important resolutions of the audit committee in 2023
Date Term Important resolutions
2023/12/21 The 6th meeting of the 4th Committee
  1. Passed the motion for the Company’s 2024 audit plan.
  2. Appointment of Audit Superviso
2023/12/4 The 5th meeting of the 4th Committee
  1. The Intellectual Property and Commercial Court’s 2023 Case No. 16 : Between the company and LongBon International Co.,Ltd. confirmed that the board of directors’ resolution was invalid. And other cases where the legal agent was the same, resulting in agency issues for both parties. In accordance with Article 14-4 of the Securities and Exchange Act, it is proposed that the Audit Committee shall elect a member to serve as the company’s legal representative in the litigation case.
  2. The company plans to file a criminal prosecution against current director Chan Hao-Jun for Breach of trust, Violation of the Securities and Exchange Act and other crimes.
2023/11/13 The 4th meeting of the 4th Committee
  1. Review of the the motion for the Company’s financial statements for Q3 2023
  2. Review of the the motion for the Company’s 2023 Q3 profit distribution table.
  3. Review of the the motion for Planned to entrust the chairman to register the agricultural with the farming and grazing lands acquired by the company more than ten years ago. And appoint an independent director as a representative to handle land-related registration matters.
  4. Review of the the motion for the Accounting supervisor change case.
2023/8/11 The 3rd meeting of the 4th Committee

  1. Review of the the motion for the Company’s financial statements for Q2 2023.

  2. Review of the the motion for the Company’s 2023 Q2 profit distribution table.
2023/7/18 The 2nd meeting of the 4th Committee

  1. Review of the the motion for the implementation of the audit business in the first quarter and the second quarter of 2023 and the report on the improvement of abnormal matters in 2022.

  2. Review of the the motion for the appointment and remuneration of the company’s CPA.
2023/6/16 The 1st meeting of the 4th Committee

  1. Election of the convener and chairman of the 4th audit committee of the company.

  2. Review of the appointment of the company’s chief financial officer.
2023/5/5 The 11th meeting of the 3rd Committee

  1. Review of the the motion for the Company’s financial statements for Q1 2023.

  2. Review of the the motion for the Company’s 2023 Q1 profit distribution table.

  3. Review of the the motion for the 2022 investment cycle internal control system project review case.
2023/4/20
-Case 1

(2023/5/5
Continuation meeting-Case 2+3)

 The 10th meeting of the 3rd Committee

  1. Drafted the company’s 2022 surplus distribution plan.

  2. Review equity investment cases.

  3. Reviewing the case of adding a packaging water plant.
2023/3/31 The 9th meeting of the 3rd Committee

  1. Approved the change of the convener of the audit committee.

  2. Review Business reports and Financial statements.

  3. Passed the case of changing the audit supervisor.

  4. Review of pre-approved non-confirmed service policy proposals.

  5. Review of internal control self-assessment results case.
Important resolutions of the audit committee in 2022
Date Term Important resolutions
2022/12/23 The 8th meeting of the 3rd Committee
  1. Passed the motion for the Company’s 2023 audit plan.
2022/12/02 The 7th meeting of the 3rd Committee
  1. Review of the motion for the disposal of the company’s investment in securities.
2022/11/10 The 6th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q3 2022.
  2. Discussion for the Company’s 2022 Q3 profit distribution table.
  3. Passed the motion for the motion for the Taisun Enterprise (Zhangzhou) Foods application fund loan amount..
2022/08/11 The 5th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q2 2022.
  2. Discussion for the Company’s 2022 Q2 profit distribution table.
2022/05/10 The 4th meeting of the 3rd Committee
  1. Review of the Company’s financial statements for Q1 2022.
  2. Discussion for the Company’s 2022 Q1 profit distribution table.
2022/03/25 The 3rd meeting of the 3rd Committee
  1. Tracking report of the audit results for the Q4 2021
  2. Report of 2021 annual CPA independence and competency evaluation
  3. Motion for the review of the Company’s 2021 business report and financial statements
  4. Motion for the Company’s 2021 profit distribution table
  5. Motion for the review of the Company’s internal control self-evaluation results
  6. Motion for the amendment to the Company’s Procedures of the Acquisition or Disposal of Assets
2022/01/25 The 2nd meeting of the 3rd Committee
  1. Motion to report the change of head of accounting
2021/12/16 The 1st meeting of the 3rd Committee
(unscheduled meeting)
  1. Motion for the election of the convener of the 3rd Committee
Important resolutions of the audit committee in 2021
Audit Committee Proposal content Resolution result The Company’s handling of the audit committee’s opinions
2021/12/16

The 1st meeting of the 3rd Committee

(unscheduled meeting)

 Motion for the election of the convener of the 3rd Committee After consulting with the members present at the meeting, Chen Min-Hsun was elected as the convener of this term of Audit Committee.
2021/12/09

The 19th meeting of the 2nd Committee

 1.    Motion for the Company’s 2022 business plan

2.    Motion for the Company’s 2022 audit plan

Motion for fees of CPAs

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/11/09

The 18th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q3 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q3, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/08/10

The 17th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q2 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q2, 2021

Review of the Company’s financial statements for Q2 2021

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/05/11

The 16th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q1 2021

2.    Analysis reports of aging of accounts receivable and significant amounts for Q1, 2021

Review of the Company’s financial statements for Q1 2021.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
2021/03/25

The 15th meeting of the 2nd Committee

 1.    Tracking report of the audit results for Q4 2021

2.    Accountant financial independence assessment report

3.    Analysis reports of aging of accounts receivable and significant amounts

4.    Review of the Company’s 2020 business report and financial statements and earnings distribution table

5.    Motion for the amendments to the Company’s Rules Governing the Scope of Powers of Independent Directors

6.    Motion for the amendments to the Company’s Audit Committee Charter

7.    Motion for the review of the Company’s internal control self-evaluation results

8.    Motion for the adjustment of the Company’s CPAs in line with the accounting firm’s internal operation needs.

 After consulting with the members present at the meeting, the motion was passed with no objection. Submitted to the Company’s Board of Directors for resolution
Information on the function of the Compensation Committee
  1. There are 3 members of the Compensation Committee of the Company.
  2. The terms of the current members: From July 10, 2023 to May 30, 2026; 2023 to January 2024, the Compensation Committee met 6 times (A). The qualifications and attendance of the members are as follows:
    Term Job title Name Actual attendance (B) Number of delegates attending Actual attendance rate (%)

    (Ｂ/Ａ)
    6th term Independent Director Chen, Wei-Yu 6 0 100%
    Independent Director Hsiao, Sheng-Hsien
    (2024/3/13 resign)    		 6 0 100%
    Independent Director Huang, Hui-Ping 6 0 100%
    5th term Independent Director Chen Min-Hsun
    (2023/5/4 resign)    		 7 0 100%
    Independent Director Li Ming-Hui 7 0 100%
    Independent Director Tu Ying-Ta
    (2023/5/9 resign)    		 7 0 100%
Compensation Committee's powers
  1. The functions of the Company’s Compensation Committee are based on the attention of good managers, evaluating the remuneration policies and systems  of directors, independent directors and managers of the Company, and meeting at least twice a year. Furthermore, it may hold meetings at any time as needed to make recommendations to the Board of Directors for its decision-making reference.
  2. The powers of the Company’s Compensation Committee
    A. Periodically review the Compensation Committee Charter and propose amendments.
    B. Formulate and regularly review the Company’s directors, independent directors and managers’ annual and long-
          term performance targets and remuneration policies, systems, standards, and structures.
    C. Regularly evaluate the achievement of the performance targets of the directors, independent directors, and
          managers of the Company, and evaluate and set the content and amounts of their individual salaries.
  3. When performing the official powers, the Compensation Committee shall follow the principles listed below:
    A. Ensuring that the remuneration arrangements of the Company comply with applicable laws and regulations and
          are sufficient to recruit outstanding talent.
    B. The performance evaluation and remuneration of directors, independent directors and managers should refer to
          the usual level of payment in the industry. It also considers the time invested by the individual, the
          responsibilities assumed by the individual, the status of achieving personal goals, the performance of other
          positions, and the salary remuneration given by the Company to those in the same position in recent years. It
          also evaluates the rationality of the relationship between individual performance and the Company’s operating
          performance and future risks through the achievement of the Company’s short-term and long-term business
          goals and the Company’s financial status.
    C. Directors and managers should not be guided to engage in behaviors that exceed the Company’s risk appetite in
          pursuit of remuneration.
    D. The ratio of dividends to the short-term performance of directors and managers and the payment time of part of
          the variable salary shall be determined in consideration of the characteristics of the industry and the nature of
          the Company’s business.
    E. Members of this committee shall not participate in discussion and voting on their personal salary and
          remuneration decisions.
          The salary and remuneration mentioned in the preceding two paragraphs include cash remuneration, stock
          options, dividends, retirement benefits or severance payments, various allowances and other measures with
          substantial incentives. Its scope should be consistent with the remuneration of directors, independent directors
          and managers in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
          If the remuneration of directors and managers of a subsidiary of the Company is subject to the approval of the
          Company’s Board of Directors according to the subsidiary’s hierarchical responsibility, the Board of Directors
          shall make recommendations before submitting it to the board for discussion.
The Compensation Committee discusses the subject and resolution results and the Company's handling of members’ opinions
Compensation
Committee		 Proposal content Compensation
Committee resolution
results 		The Company’s handling of
the opinions of the
Compensation Committee
2023/4/20
7th meeting
of the 5th Committee		 1. Proposal for 
     2022 Director
     Remuneration
2. Proposal for 2022
     Appointed Manager 
     Employee
     Compensation
3. Proposal for Audit             Supervisor
     Remuneration
4. Proposal for 
     Corporate
     Governance 
     Executive
     Compensation

All members present

Discussion item 1 and 2,
2 votes in favor and 1 vote against.
Discussion items 3 and 4 are agreed by all members.

Chen Min-Hsun minxun expressed her objection.

Discussion items 1 and 2 were consulted by the
chairman of all the attending
committee members.

The original
proposal was voted in favor of 2 and 1 against. The proposal of the management unit was approved and
submitted to the board of directors for approval.

2023/3/31
6th meeting
of the 5th Committee

Proposal for Total 2022 Director Remuneration Distribution

 All members present

Chen Min-Hsun minxun expressed her objection.

Reasons for opposition:

The original proposal to issue 3% of directors’ remuneration, which is too high, is opposed to this case.
After discussion by all members present, it was unanimously agreed to put forward 2 proposals and
submit them to the board of
directors for approval. 
2023/3/14
5th meeting
of the 5th Committee		 Proposal for 2022 Director
Remuneration		 All members present

1 vote in favor and 2 votes
against

Members Du Ying-Ta and Chen Min-Hsun expressed their objections.

Reasons for opposition:
The original proposal issued 1% of directors’ remuneration, but the company’s operating conditions were not good last year, and the increase in EPS was due to the disposal of Family Mart (shares), so it is opposed to this case. After discussion by all members present, it was unanimously agreed to put forward 4 proposals and submit them to the board of directors for
approval.
2022/12/19
4th meeting
of the 5th Committee

1. Motion for year-end           bonus for 2022
2. Proposal for                             performance bonus to       General Manager

All members present

agreed to pass

 Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution.
2022/4/26
3rd meeting
of the 5th Committee

1. 2021 Annual Director
     Remuneration                         Proposa Proposal on           distribution of
      remuneration to                    appointed
     managers in 2021.
2. Suggestions on                        remuneration to Vice         General Manager.

All members present

agreed to pass

 Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution.
2022/2/15

2nd meeting
of the 5th Committee

1. Motion for     
    zrecommendations
    on remuneration of
    the 22nd Board of
    Directors (including
    general directors,
    chairman and vice
    chairman)

2. Motion for
      recommendations
      on remuneration
      of the general
      manager

3. Motion for
      recommendations on         the total remuneration
      to directors and
     distribution ratio for           2021

 All members present agreed to pass Passed in accordance with the resolution of the Compensation Committee and submitted to the Board of Directors for resolution.
2022/1/25

1st meeting
of the 5th Committee

(unscheduled meeting)

 Motion to appoint the convener for the 5th term of the Compensation Committee All members present agreed to pass None