an-shin food services co., ltd. - mos.com.tw for... · proposal: proposal for the earnings...

MOS BURGER

AN-SHIN FOOD SERVICES CO., LTD.

General Shareholders’ Meeting 2016 Meeting Handbook

(Translation) Date: 9:00 a.m., Tuesday, June 7th, 2016 PLACE: 2F., No.19-10, Sanchong Rd., Nangang Dist., Taipei City 115,

Taiwan(Nankang software park, building A)

Note to Readers： If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

Stock Code: 1259

Table of Contents Pages

A. Meeting Procedure ................................................................................................... 1

B. Meeting Agenda ....................................................................................................... 2

1. Discussion (1) ...................................................................................................... 3

2. Reporting ............................................................................................................. 3

3. Ratification ........................................................................................................... 4

4. Discussion (2) ...................................................................................................... 5

5. Questions and motions ........................................................................................ 6

6. Adjournment ........................................................................................................ 6

C. Attachments

1. Comparison proposed amendment and current provision to

“Articles of Incorporation” .................................................................................... 7

2. Business Report for 2015 .................................................................................... 10

3. Supervisors’ Review Report for 2015 .................................................................. 13

4. Auditors’ report and financial statements for 2015 ............................................. 14

5. Distribution of 2015 profits ................................................................................... 29

6. Comparison proposed amendment and current provision to “Operational

Procedures for Acquisition and Disposal of Assets” ............................................ 30

7. Comparison proposed amendment and current provision to “Operating

Procedures for Loaning of Company Funds” ....................................................... 31

8. Comparison proposed amendment and current provision to “Operating

Procedures for Endorsements and Guarantees” ................................................. 34

9. Comparison proposed amendment and current provision to “Rules of Procedure

for Shareholders Meetings” ................................................................................. 38

D. Appendixes

1. Shareholdings of all directors and supervisors .................................................... 40

1


Procedure for the 2016 General Shareholders’ Meeting

1. Call the meeting to order

2. Opening remarks by the Chairman

3. Discussion (1)

4. Reporting

5. Ratification

6. Discussion (2)

7. Questions and motions

8. Adjournment

2

AN-SHIN FOOD SERVICES CO., LTD. 2016 General Shareholders’ Meeting Agenda

Date: 9:00 a.m., Tuesday, June 7th, 2016 Place: 2F., No.19-10, Sanchong Rd., Nangang Dist., Taipei City 115, Taiwan (Nankang Software Park, building A)

1. Meeting Called to order

2. Opening remarks by the Chairman

3. Discussion (1)

a. Amendments to the “Articles of Incorporation”

4. Reporting

a. Business Report for 2015

b. Supervisors’ Review Report for 2015

c. Employee and directors’ remuneration proposal for 2015

5. Ratification

a. Business report and financial statements for 2015

b. Proposal for the earnings distribution of 2015 profits

6. Discussion (2)

a. Amendment to the Operational Procedures for Acquisition and Disposal of assets

b. Amendment to the Operational Procedures for Lending Funds to other Parties

c. Amendment to the Operational Procedures for Endorsements and Guarantees

d. Amendment to the Rules of Procedure for Shareholders Meetings

※The above proposals will be up for a vote in the following manner: Discussion (1) will be

first up for discussion, voting, and vote counting. Then, the remaining ratification and

discussion (2) will be discussed and voted on at the same time, with vote counting to be

conducted separately.

7. Questions and motions

8. Adjournment

3

【Discussion (1)】

Proposal: Amendments to the “Articles of Incorporation”

(proposed by the Board of Directors)

Explanation: The amendments to the “Articles of Incorporation” is in accordance with the addition

of Article 235, and the amendment of Articles 235-1 and 240, due to changes in the

Company Act on employee and directors’ compensation, and revisions in

accordance to the Ministry of Economic Affairs announcement no.10402413890

issued on June 11th, 2015. Please refer to attachment 1 for the between the revision

and the original (Page7-9)

Resolution:

【Reporting】

Proposal 1 : Business report for 2015

Explanation: Business Report for 2015, please refer to attachment 2 (Page 10-12)

Proposal 2 : Supervisors’ review report for 2015

Explanation: Supervisors’ Audit Report for 2015, please refer to attachment 3 (Page 13)

Proposal 3 : Employee and directors’ remuneration proposal for 2015

Explanation: In accordance with Article 20 of the amended “Articles of Incorporation”, The

company’s earnings for 2015 is NTD$171,025,713, setting aside employee

remuneration of NTD$3,638,845 (2.00%) and remuneration for

Directors/Supervisors of NTD$7,277,690 (4.00%)

4

【Ratification】

Proposal 1 : Business report and Financial Statements for 2015


Explanation: a. The Company’s financial statements for 2015 have been approved by the board of

directors, and audited by Ms. Audrey Tseng and Mr. Eric Wu of PwC Taiwan. The

supervisor has reviewed the audited financial statements in conjunction with the

business report and confirms the reports ready for adoption.

b. For the business report, please refer to attachment 2 (Page 10-12); For the

auditors’ report and financial statements, please refer to attachment 4 (Page

14-28)

Resolution:

Proposal: Proposal for the earnings distribution of 2015 profits


Explanation: a. 2015 earnings distribution had been resolved by the Board of Directors on

February 24th, 2016, and reviewed by the Supervisor. For the 2015 earnings

distribution proposal, please refer to attachment 5 (Page 29)

b. Upon approval at the Annual Shareholders’ Meeting, it is proposed that the

Board of Directors be authorized to resolve the ex-dividend date. Dividends will

be distributed based on shareholding percentages recorded in the shareholders’

register as of the ex-dividend date.

c. Cash dividend distributions are calculated to the nearest NT dollar. For fractional

share amounts which are less than one dollar, the balance will be aggregated

in the Company’s other income.

5

d. The total amount of outstanding shares is subject to change and the final cash

dividend to be distributed to each share will be adjusted, the Board of Directors

will be authorized by the General Shareholders’ Meeting to adjust the cash

payment ratio as needed.

Resolution:

【Discussion (2)】

Proposal 1 : Amendment to the Operational Procedures for Acquisition and Disposal of Assets


Explanation: In order to meet regulatory compliance and improve corporate governance, it is

proposed to amend the “Operational Procedures for Acquisition and Disposal of

Assets”, (Please refer to attachment 6 for the between the revision and the original)

(Page 30)

Resolution:

Proposal 2 : Amendment to the Operational Procedures for Lending Funds to other Parties


Explanation: In order to meet the regulatory compliance and improve corporate governance, it is

proposed to amend the “Operating Procedures for Loaning of Company Funds”,

(Please refer to attachment 7 for the between the revision and the original) (Page

31-33)

Resolution:

6

Proposal 3 : Amendment to the Operational Procedures for Endorsements and Guarantees



proposed to amend the “Operating Procedures for Endorsements and Guarantees”,

(Please refer to attachment 8 for the between the revision and the original) (Page

34-37)

Resolution:

Proposal 4 : Amendment to the Rules of Procedure for Shareholders Meetings



proposed to amend the “Rules of Procedure for Shareholders Meetings”, (Please

refer to attachment 9 for the between the revision and the original) (Page 38-39)

Resolution:

【Questions and motions】

【Adjournment】

7

Comparison proposed amendment and current provision to

“Articles of Incorporation”

Proposed Amendment Current Provision Note

Article 20 Whenever there are profits of the Company, shall set aside 1% to 2% of the distributable profits as bonus to employees and less than 5% as bonus to the directors and supervisors of the Company. However, if the Company has accumulated losses, they shall be covered before profits are distributable. Qualification requirements of employees, including the employees of subsidiaries of the company, may be specified before being entitled to receive shares or cash bonuses. A report of the above distribution shall be submitted to the shareholders' meeting, by a resolution adopted by a majority vote at a board of directors’ meeting attended by two-thirds of the total number of directors. The annual profits refers to pre-tax profits minus the bonus for employees and directors.

Article 20 The annual profit shall be distributed in the following order : 1. Tax 2. the Company’s accumulated losses 3. set aside 10% for legal surplus 4. Set special surplus reserve in

accordance with the authorities 5. The remuneration for directors and

supervisors shall be distributed 2-3% from remained profit in accordance with the previous 1-4 Articles.

6. The bonus for employees shall be distributed less than 2% from remained profit; and shall not be zero. Qualification requirements of employees who receive employees bonus shall be decided by the shareholders’ meeting.

7. The balance of the Company shall be remained for the environments, growth stage, capital requirement for future investing, and finance planning of the Company. All remained profits shall be distributed as bonus for directors in dependent on annual availability of funds, however the total cash distributing amounts shall not be 10% lower than the total dividends for directors, and shall be submitted to the shareholders’ meeting.

Revised in accordance with revisions to the Company Act 235-1, issued on May 20th, 2015, in announcement No. 1040058161.

Attachment 1

8


Article 21 1. Whenever there are profits of

the Company, it shall be used to recover any past losses, pay all outstanding taxes, and set aside 10% thereof in a legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. The Company may set aside a special capital reserve in accordance with relevant laws or regulations or for operational requirements. Any balance left over shall be allocated according to principles as agreed in resolutions of the shareholders’ meeting.

Newly added Revised in accordance with revisions to the Company Act 235-1, issued on May 20th, 2015, in announcement No. 1040058161.

Article 22 The Article of Incorporation is in accordance with the Company Act and other related laws.

Article 21 The Article of Incorporation is in accordance with the Company Act and other related laws.

Article sequence adjustment

Article 23 This Article of Incorporation was enacted on November 11, 1990 The first amendment was made on December 6, 1990. The second amendment was made on July 10, 1992. The third amendment was made on October 18,1993. The fourth amendment was made on April 24,1996. The fifth amendment was made

Article 22 This Article of Incorporation was enacted on November 11, 1990 The first amendment was made on December 6, 1990. The second amendment was made on July 10, 1992. The third amendment was made on October 18,1993. The fourth amendment was made on April 24,1996. The fifth amendment was made on June

Added the amend date Article sequence adjustment

9


on June 8,1998. The sixth amendment was made on June 29, 1999. The seventh amendment was made on June 13,2003. The eighth amendment was made on June 7,2006. The ninth amendment was made on June 12,2008. The tenth amendment was made on June 24,2010. The eleventh amendment was made on October 12, 2010. The twelfth amendment was made on June 14,2011. The thirteenth amendment was made on June 7,2016.

8,1998. The sixth amendment was made on June 29, 1999. The seventh amendment was made on June 13,2003. The eighth amendment was made on June 7,2006. The ninth amendment was made on June 12,2008. The tenth amendment was made on June 24,2010. The eleventh amendment was made on October 12, 2010. The twelfth amendment was made on June 14,2011.

10


Business Report

To all shareholders:

Looking back at 2015, the impact of the food safety scandal in the second half year of

2014 remained intense, consumers remained vigilant on food health and safety matters.

We remain dedicated towards food safety and attach great importance to the

adherence of food safety policies of the Company, which eases concerns on food

safety by consumers as it relates to the whole food and beverage industry. We

increased the traceability management on raw materials, strengthened our promise to

consumers on food safety checks by strictly managing our supply chains and expanded

testing of our food products. With the effort of all our colleagues, we once again

strengthen consumer’s confidence and approval of our Company, driving operating

income along with continued growth in our gross business performance.

A. Results of 2015 operations:

Results of 2015 operational performance as below:

Unit: NT$ thousand (except earnings per share)

2015 2014 Growth rate (%)

Operating Income 4,276,278 4,087,524 4.62

Current net Income 131,234 92,622 41.69

Earnings per share(EPS) 4.05 2.86 41.61

Source: the company’s 2015 and 2014 Individual Financial statements.

As of Dec 31th, 2015, the total number of stores in Taiwan is 243 stores, we opened

8 new stores, closed 2 stores in 2015, a net increase of 6 stores, driving a revenue

growth rate of 4.62%. Facing the fluctuation of raw materials prices and pressure on

rising hourly minimum wages in 2015, we worked hard to analyze and develop

countermeasures, which led us to pursue a rationalization of operating costs and

Attachment 2

11

expenses, improve operational efficiencies, and a commitment to improving the

business performance of overseas invested enterprises. Thus, the company was able

to generate enhanced earnings performance despite the moderate sales growth.

B. Business Prospects for 2016

Look forward to 2016, the company is heading towards its 25th years of operations.

We continue to develop appealing products and a thoughtful culture, adhering to our

principle of “Delivering care and safety to our customers”. Our operational

emphasis for 2016 is as follows:

Green purchasing policy: Increase purchasing on local ingredients and

contracted farm, and increase ingredients with traceable production histories.

Strengthen the Quality Assurance System: The Company’s testing center will

improve inspection technology, expanding the number of test on raw material,

water quality, goods, personnel health management, to ensure a high level of

food hygiene and safety.

Increase the communication with the community, create a friendly environment:

Expand dietary education events, encourage the development of store spaces

as an engaging, unique place of interaction with customers, becoming a

contributing volunteer for the neighborhood.

Introduce safer and convenient consumer tools: Upgrade MOS card to the

second generation card, build mobile payment functions, optimize the MOS

Order APP system.

Emphasize employee care and safety: Improve employee safety and health

care management systems, employee welfare and career promotion policies.

C. Business prospects of oversea invested enterprises

In 2015, China Operations focused on developing a stronger business structure.

Shifts in business areas and high operating costs, resulted in the closure of selected

stores. We hope to refocus the development on the 12 stores identified as being in

high growth, profitable sites. Taiwan headquarters will provide further support in the

areas of product marketing, purchasing, management, and other areas to assist the

12

China operations to reach breakeven. For the Australian market, the overall

macroeconomic environment remains challenging. The focus will be in adjusting

flavors more appropriate for local demand. Further improvements in management

skill sets will hopefully contribute to revenue growth, to quickly reach breakeven and

profitability.

D. Sustained Development

The Company has developed a reputation for strict adherence to excellence in

corporate governance. We are listed in the top 20% of companies in the Corporate

Governance Evaluation System ranked by the Taiwan Stock Exchange and the Taipei

Exchange. In August, we published our first Corporate Social Responsibility (CSR)

report, and was the only recipient in the food and beverage industry of the Taiwan

Corporate Sustainability Award. We also received the CSR Award by CommonWealth

Magazine in the Rising Stars category. In 2016, we will follow the spirit of “Delivering

care and safety to our customers”, and continue to improve board governance and

functional committees, enhance the quality of material information disclosure in

regards to corporate governance, and promote communication and with stakeholders.

Going forward, the company will maintain our perseverance on thoughtful service

and appetizing products, strong commitment to our principles, integrity in

management, and a philosophy of supporting corporate sustainability. Through the

uniqueness of a community-oriented business model, and continued improvements in

customer loyalty, employee satisfaction, and a friendly environment, we aim to

continue to create value-add for our shareholders.


13


Supervisors’ Review Report for 2015

The Board of Directors has resolved the Company’s 2015 Financial Statements for 2016.

The independent auditor firm of PWC (Taiwan) Limited was retained to audit An-Shin Food

Services Co., Ltd’s Financial Statements and have issued audit reports relating to the

Financial Statements.

The Business Report and earnings distribution proposal have been reviewed and

determined to be correct and accurate by the supervisors of An-Shin Food Services Co.,

Ltd. In accordance with Article 219 of the Company Act, I hereby submit this report.

An Shin Food Services Co., LTD. 2016 Annual Shareholders’ Meeting

An-Shin Food Services Co., LTD.

Supervisor: Fritz J. C. Jang Supervisor: Yue, Chao-Tang Supervisor: Chang, Shao-Chung February 26, 2016

Attachment 3

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REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To An-Shin Food Services Co., Ltd.

We have audited the accompanying non-consolidated balance sheets of An-Shin Food Services Co., Ltd. as of December 31, 2015 and 2014, and the related non-consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audits. We conducted our audits 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects, the financial position of An-Shin Food Services Co., Ltd. as of December 31, 2015 and 2014, and its financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan

February 24, 2016

------------------------------------------------------------------------------------------------------------------------------------------------- The accompanying non-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 non-consolidated financial statements and report of independent accountants 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.

Attachment 4

AN-SHIN FOOD SERVICES CO., LTD. NON-CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars)

~15~

December 31, 2015 December 31, 2014 Assets Notes AMOUNT % AMOUNT %

Current assets 1100 Cash and cash equivalents 6(1) $ 1,588,454 63 $ 1,364,743 58 1125 Available-for-sale financial

assets - current 6(2) and 12

121,682 5 77,044 3 1150 Notes receivable, net 588 - 26 - 1170 Accounts receivable, net 6(3) 61,290 2 46,546 2 1200 Other receivables 1,815 - 2,389 - 1210 Other receivables - related

parties 7

1,642 - 1,506 - 130X Inventories, net 6(4) 33,125 1 33,594 2 1410 Prepayments 6(11) 13,822 1 22,900 1 1470 Other current assets 8 225,354 9 238,669 10 11XX Total current assets 2,047,772 81 1,787,417 76 Non-current assets 1523 Available-for-sale financial

assets - non-current 6(2) and 12

- - 6,904 - 1550 Investments accounted for

using equity method 6(5)

50,517 2 53,229 2 1600 Property, plant and

equipment, net 6(6) and 7

320,196 13 366,266 16 1780 Intangible assets 6(7) and 7 7,238 - 7,162 - 1840 Deferred income tax assets 6(22) 20,656 1 16,579 1 1900 Other non-current assets 6(8) and 8 89,992 3 108,473 5 15XX Total non-current assets 488,599 19 558,613 24 1XXX Total assets $ 2,536,371 100 $ 2,346,030 100

(Continued)

AN-SHIN FOOD SERVICES CO., LTD. NON-CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these non-consolidated financial statements.

~16~

December 31, 2015 December 31, 2014 Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities 2150 Notes payable $ 14 - $ 2,405 - 2170 Accounts payable 139,591 6 133,635 6 2180 Accounts payable - related parties 7 60,449 3 47,564 2 2200 Other payables 6(9) 413,385 16 316,823 13 2220 Other payables - related parties 7 28,412 1 24,047 1 2230 Current income tax liabilities 6(22) 25,301 1 15,234 1 2250 Provisions for liabilities - current 6(12) 651 - - - 2300 Other current liabilities 6(10) 235,518 9 228,670 10 21XX Total current liabilities 903,321 36 768,378 33 Non-current liabilities 2550 Provisions for liabilities - non-current 6(12) 14,470 1 16,631 1 2570 Deferred income tax liabilities 6(22) 2,210 - 2,234 - 2600 Other non-current liabilities 12,451 - 7,148 - 25XX Total non-current liabilities 29,131 1 26,013 1 2XXX Total Liabilities 932,452 37 794,391 34 Equity Share capital 6(13) 3110 Common stock 323,895 13 323,895 14 Capital surplus 6(14) 3200 Capital surplus 809,816 32 809,816 34 Retained earnings 6(15)(22) 3310 Legal reserve 92,491 3 83,220 4 3320 Special reserve 6,670 - 6,795 - 3350 Unappropriated retained earnings 377,875 15 334,584 14 Other equity interest 6(16) 3400 Other equity interest ( 6,828 ) - ( 6,671) - 3XXX Total equity 1,603,919 63 1,551,639 66 Significant contingent liabilities and

unrecognised contract commitments 7 and 9

3X2X Total liabilities and equity $ 2,536,371 100 $ 2,346,030 100

AN-SHIN FOOD SERVICES CO., LTD. NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars, except earnings per share)


~17~

For the years ended December 31 2015 2014 (adjusted)

Items Notes AMOUNT % AMOUNT % 4000 Sales revenue 6(17) and 7 $ 4,276,278 100 $ 4,087,524 100 5000 Operating costs 6(4)(7)(11)(20)(21)

and 7 ( 3,121,154) ( 73) ( 3,015,116) ( 74) 5900 Net operating margin 1,155,124 27 1,072,408 26 Operating expenses 6(7)(11)(20)(21)

and 7 6100 Selling expenses ( 595,086) ( 14) ( 593,277) ( 14) 6200 General & administrative expenses ( 364,887) ( 8) ( 348,632) ( 9) 6000 Total operating expenses ( 959,973) ( 22) ( 941,909) ( 23) 6900 Operating profit 195,151 5 130,499 3 Non-operating income and expenses 7010 Other income 6(18) and 7 36,694 1 45,480 1 7020 Other gains and losses 6(2)(19) ( 23,403) ( 1) ( 14,159) - 7050 Finance costs 6(10) ( 2) - ( 107) - 7070 Share of loss of subsidiaries,

associates and joint ventures accounted for using equity method

6(5)

( 37,414) ( 1) ( 41,427) ( 1) 7000 Total non-operating income and

expenses

( 24,125) ( 1) ( 10,213) - 7900 Profit before income tax 171,026 4 120,286 3 7950 Income tax expense 6(22) ( 39,792) ( 1) ( 27,664) ( 1) 8200 Profit for the year $ 131,234 3 $ 92,622 2 Other comprehensive income 6(2)(11)(16)(22) Components of other comprehensive

income (loss) that will not be reclassified to profit or loss

8311 Losses on remeasurements of

defined benefit plans

($ 5,182) - ($ 3,300) - 8349 Income tax relating to components

of other comprehensive income that will not be reclassified to profit or loss

881 - 561 - 8310 Components of other

comprehensive loss that will not be reclassified to profit or loss

( 4,301) - ( 2,739) - Components of other comprehensive

income (loss) that will be reclassified to profit or loss

8361 Currency translation differences of

foreign operations

( 3,570) - 1,246 - 8362 Unrealized gain (loss) on valuation

of available-for-sale financial assets

4,154 - ( 1,290) - 8399 Income tax relating to components

of other comprehensive (loss) income that will be reclassified to profit or loss

( 741) - 168 - 8360 Components of other

comprehensive (loss) income that will be reclassified to profit or loss

( 157) - 124 - 8300 Total other comprehensive loss for

the year

($ 4,458) - ($ 2,615) - 8500 Total comprehensive income for the

year

$ 126,776 3 $ 90,007 2 9750 Basic earnings per share 6(23) $ 4.05 $ 2.86 9850 Diluted earnings per share 6(23) $ 4.05 $ 2.86

AN-SHIN FOOD SERVICES CO., LTD. NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars)

Retained Earnings Other equity interest

Notes

Share capital - common stock

Capital surplus

Legal reserve

Special reserve

Unappropriated retained earnings

Cumulative translation

differences of foreign operations

Unrealized gain or loss on

available-for-sale financial assets Total

Note 1:The directors' and supervisors' remuneration of $2,759 and employees' remuneration of $1,380 have been deducted from the statement of comprehensive income. Note 2:The directors' and supervisors' remuneration of $3,337 and employees' remuneration of $1,669 have been deducted from the statement of comprehensive income.


~18~

For the year ended December 31, 2014 Balance at January 1, 2014 6(13)(14)(1

5)(16) $ 323,895 $ 809,816 $ 75,295 $ 4,451 $ 319,749 ($ 2,137 ) ($ 4,658 ) $ 1,526,411 Appropriations of 2013 earnings (Note 1) 6(15) Legal reserve - - 7,925 - ( 7,925 ) - - - Special reserve - - - 2,344 ( 2,344 ) - - - Distribution of cash dividends - - - - ( 64,779 ) - - ( 64,779 ) Profit for the year - - - - 92,622 - - 92,622 Other comprehensive income (loss) for the year 6(16) - - - - ( 2,739 ) 1,034 ( 910 ) ( 2,615 ) Balance at December 31, 2014 $ 323,895 $ 809,816 $ 83,220 $ 6,795 $ 334,584 ($ 1,103 ) ($ 5,568 ) $ 1,551,639 For the year ended December 31, 2015 Balance at January 1, 2015 6(13)(14)(1

5)(16) $ 323,895 $ 809,816 $ 83,220 $ 6,795 $ 334,584 ($ 1,103 ) ($ 5,568 ) $ 1,551,639 Appropriations of 2014 earnings (Note 2) 6(15) Legal reserve - - 9,271 - ( 9,271 ) - - - Reversal of special reserve - - - ( 125 ) 125 - - - Distribution of cash dividends - - - - ( 74,496 ) - - ( 74,496 ) Profit for the year - - - - 131,234 - - 131,234 Other comprehensive income (loss) for the year 6(16) - - - - ( 4,301 ) ( 2,963 ) 2,806 ( 4,458 ) Balance at December 31, 2015 $ 323,895 $ 809,816 $ 92,491 $ 6,670 $ 377,875 ($ 4,066 ) ($ 2,762 ) $ 1,603,919


~19~

AN-SHIN FOOD SERVICES CO., LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars)

For the years ended December 31 Notes 2015 2014

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax for the year $ 171,026 $ 120,286 Adjustments to reconcile profit before tax to net cash provided by

operating activities

Income and expenses having no effect on cash flows Depreciation 6(6)(20) 175,281 203,068 Amortisation 6(7)(20) 6,194 9,130 Interest income 6(18) ( 16,438 ) ( 14,273 ) Interest expense 2 107 Dividend income 6(18) ( 363 ) ( 68 ) Gain on disposal of investments 6(19) ( 1,664 ) ( 2,272 ) Gain on disposal of property, plant and equipment 6(19) - ( 80 ) Share of loss of subsidiaries, associates and joint ventures

accounted for using equity method 6(5)

37,414 41,427 Impairment loss on financial assets 6(19) 14,837 - Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Notes receivable, net ( 562 ) 5 Accounts receivable, net 6(3) ( 14,744 ) 6,369 Other receivables 772 ( 85 ) Other receivables - related parties 7 ( 136 ) ( 1,043 ) Inventories, net 6(4) 469 ( 942 ) Prepayments 6(11) 3,896 9,028 Other current assets ( 205 ) ( 44 ) Net changes in liabilities relating to operating activities Notes payable ( 2,391 ) 2,267 Accounts payable 5,956 ( 7,815 ) Accounts payable - related parties 7 12,885 ( 5,218 ) Other payables 6(9) 48,411 32,212 Other payables - related parties 7 4,948 5,092 Provisions for liabilities - current 6(12) 651 - Other current liabilities 6(10) 7,126 19,810 Provisions for liabilities - non-current 6(12) ( 2,161 ) 2,461 Other non-current liabilities 5,303 ( 2,680 ) Cash generated from operations 456,507 416,742 Interest received 6(18) 16,239 14,071 Interest paid ( 2 ) ( 107 ) Income tax paid ( 33,686 ) ( 22,906 ) Dividend received 6(18) 363 68 Net cash provided by operating activities 439,421 407,868 CASH FLOWS FROM INVESTING ACTIVITIES

Increase in available-for-sale financial assets - current ( 146,733 ) ( 20,375 ) Decrease in pledged time deposits 13,520 - Proceeds from disposal of available-for-sale financial assets -

current

99,981 83,250 Increase in investments accounted for using the equity method ( 31,796 ) ( 16,521 ) Acquisition of property, plant and equipment 6(6)(25) ( 65,864 ) ( 84,128 ) Proceeds from disposal of property, plant and equipment - 80 Acquisition of intangible assets 6(7) ( 5,820 ) ( 3,002 ) Increase in prepayment for long-term investments - ( 6,459 ) (Increase) decrease in refundable deposits 6(8) ( 4,362 ) 8,159 Decrease (increase) in other non-current assets 138 ( 20,410 ) Net cash used in investing activities ( 140,936 ) ( 59,406 ) CASH FLOWS FROM FINANCING ACTIVITIES

Decrease in capital lease payables ( 278 ) ( 2,057 ) Cash dividends paid 6(15) ( 74,496 ) ( 64,779 ) Net cash used in financing activities ( 74,774 ) ( 66,836 ) Increase in cash and cash equivalents 223,711 281,626 Cash and cash equivalents at beginning of year 1,364,743 1,083,117 Cash and cash equivalents at end of year $ 1,588,454 $ 1,364,743

~20~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To An-Shin Food Services Co., Ltd.

We have audited the accompanying consolidated balance sheets of An-Shin Food Services Co., Ltd. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express on opinion on these consolidated financial statements based on our audits. We conducted our audits 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of An-Shin Food Services Co., Ltd. and subsidiaries as of December 31, 2015 and 2014, and their financial performance and cash flows for the years then ended, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

~21~

We have also audited the non-consolidated financial statements of An-Shin Food Services Co., Ltd. (not presented herein) as of and for the years ended December 31, 2015 and 2014, on which we have expressed an unqualified opinion on such non-consolidated financial statements.

PricewaterhouseCoopers, Taiwan

February 24, 2016

------------------------------------------------------------------------------------------------------------------------------------------------- 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 report of independent accountants 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.

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

~22~

December 31, 2015 December 31, 2014 Assets Notes AMOUNT % AMOUNT %

Current assets 1100 Cash and cash equivalents 6(1) $ 1,639,470 63 $ 1,407,086 58 1125 Available-for-sale financial

assets - current 6(2) and 12

121,682 5 77,044 3 1150 Notes receivable, net 588 - 26 - 1170 Accounts receivable, net 6(3) 61,825 2 46,834 2 1200 Other receivables 2,657 - 3,037 - 1210 Other receivables - related

parties 7

1,830 - 1,733 - 130X Inventories, net 6(4) 43,017 2 44,355 2 1410 Prepayments 6(11) 18,311 1 32,344 1 1470 Other current assets 8 225,354 8 238,669 10 11XX Total current assets 2,114,734 81 1,851,128 76 Non-current assets 1523 Available-for-sale financial

assets - non-current 6(2) and 12

- - 6,904 - 1550 Investments accounted for

using equity method 6(5)

14,180 1 10,001 1 1600 Property, plant and

equipment, net 6(6) and 7

352,694 13 424,488 17 1780 Intangible assets 6(7) and 7 7,303 - 7,238 - 1840 Deferred income tax assets 6(22) 26,258 1 22,301 1 1900 Other non-current assets 6(8) and 8 95,624 4 118,121 5 15XX Total non-current assets 496,059 19 589,053 24 1XXX Total assets $ 2,610,793 100 $ 2,440,181 100

(Continued)

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these consolidated financial statements.

~23~

December 31, 2015 December 31, 2014 Liabilities and Equity Notes AMOUNT % AMOUNT %

Current liabilities 2150 Notes payable $ 14 - $ 2,405 - 2170 Accounts payable 143,615 6 141,129 6 2180 Accounts payable - related parties 7 60,449 2 47,564 2 2200 Other payables 6(9) 426,728 17 334,664 14 2220 Other payables - related parties 7 28,601 1 25,053 1 2230 Current income tax liabilities 6(22) 25,301 1 15,234 1 2250 Provisions for liabilities - current 6(12) 651 - - - 2300 Other current liabilities 6(10) 237,376 9 229,590 9 21XX Total current liabilities 922,735 36 795,639 33 Non-current liabilities 2550 Provisions for liabilities - non-current 6(12) 15,756 1 18,679 1 2570 Deferred income tax liabilities 6(22) 2,210 - 2,234 - 2600 Other non-current liabilities 12,451 - 7,148 - 25XX Total non-current liabilities 30,417 1 28,061 1 2XXX Total liabilities 953,152 37 823,700 34 Equity Equity attributable to owners of parent Share capital 6(13) 3110 Share capital - common stock 323,895 12 323,895 13 Capital surplus 6(14) 3200 Capital surplus 809,816 31 809,816 33 Retained earnings 6(15)(22

) 3310 Legal reserve 92,491 4 83,220 3 3320 Special reserve 6,670 - 6,795 - 3350 Unappropriated retained earnings 377,875 14 334,584 14 Other equity interest 6(16) 3400 Other equity interest ( 6,828 ) - ( 6,671) - 31XX Equity attributable to owners of the

parent

1,603,919 61 1,551,639 63 36XX Non-controlling interest 53,722 2 64,842 3 3XXX Total equity 1,657,641 63 1,616,481 66 Commitments and Contingent Liabilities 7 and 9 3X2X Total liabilities and equity $ 2,610,793 100 $ 2,440,181 100

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars, except earnings per share)

~24~


Items Notes AMOUNT % AMOUNT %

4000 Sales revenue 6(17) and 7 $ 4,424,550 100 $ 4,252,752 100

5000 Operating costs 6(4)(7)(11)(20)(

21) and 7 ( 3,252,834) ( 74) ( 3,166,483) ( 75)

5900 Net operating margin 1,171,716 26 1,086,269 25

Operating expenses 6(7)(11)(20)(21

) and 7

6100 Selling expenses ( 654,750) ( 15) ( 671,643) ( 16)

6200 General and administrative

expenses

( 381,045) ( 8) ( 364,392) ( 8)

6000 Total operating expenses ( 1,035,795) ( 23) ( 1,036,035) ( 24)

6900 Operating profit 135,921 3 50,234 1

Non-operating income and

expenses

7010 Other income 6(18) and 7 36,320 1 46,705 1

7020 Other gains and losses 6(2)(19) ( 39,079) ( 1) ( 14,341) -

7050 Finance costs 6(10) ( 2) - ( 107) -

7060 Share of profit of

associates and joint

ventures accounted for

using equity method

6(5)

( 7,040) - ( 9,738) -

7000 Total non-operating

income and expenses

( 9,801) - 22,519 1

7900 Profit before income tax 126,120 3 72,753 2

7950 Income tax expense 6(22) ( 39,792) ( 1) ( 27,664) ( 1)

8200 Profit for the year $ 86,328 2 $ 45,089 1

(Continued)

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars, except earnings per share)


~25~


Items Notes AMOUNT % AMOUNT % Other comprehensive income 6(2)(11)(

16)(22) Components of other

comprehensive income (loss) that will not be reclassified to profit or loss

8311 Loss on remeasurements of

defined benefit plans

( $ 5,182) - ( $ 3,300) - 8349 Income tax relating to

components of other comprehensive income that will not be reclassified to profit or loss

881 - 561 - 8310 Components of other

comprehensive loss that will not be reclassified to profit or loss

( 4,301) - ( 2,739) - Components of other

comprehensive income (loss) that will be reclassified to profit or loss

8361 Currency translation differences

of foreign operations

( 3,977) - 3,894 - 8362 Unrealized gain (loss) on

valuation of available-for-sale financial assets

4,154 - ( 1,290) - 8399 Income tax relating to

components of other comprehensive income that will be reclassified to profit or loss

( 741) - 168 - 8360 Components of other

comprehensive (loss) income that will be reclassified to profit or loss

( 564) - 2,772 - 8300 Total other comprehensive (loss)

income for the year

( $ 4,865) - $ 33 - 8500 Total comprehensive income for the

year

$ 81,463 2 $ 45,122 1 Profit (loss) attributable to: 8610 Owners of the parent $ 131,234 3 $ 92,622 2 8620 Non-controlling interest ( 44,906) ( 1 ) ( 47,533) ( 1) $ 86,328 2 $ 45,089 1 Comprehensive income (loss)

attributable to:

8710 Owners of the parent $ 126,776 3 $ 90,007 2 8720 Non-controlling interest ( 45,313) ( 1 ) ( 44,885) ( 1) $ 81,463 2 $ 45,122 1 Earnings per share (in dollars) 6(23) 9750 Basic earnings per share $ 4.05 $ 2.86 9850 Diluted earnings per share $ 4.05 $ 2.86

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


Equity attributable to owners of the parent

Retained Earnings Other equity interest

Notes

Share capital - common stock

Capital surplus, additional paid-in capital

Legal reserve

Special reserve

Unappropriated retained earnings

Cumulative translation differences of foreign operations

Unrealized gain or loss on available-for-sale financial

assets Total Non-controlling interest

Total equity


~26~

For the year ended December 31, 2014 Balance at January 1, 2014 6(13)(14)(

15)(16) $ 323,895 $ 809,816 $ 75,295 $ 4,451 $ 319,749 ($ 2,137 ) ($ 4,658 ) $ 1,526,411 $ 91,745 $ 1,618,156

Appropriations of 2013 earnings 6(15) Legal reserve - - 7,925 - ( 7,925 ) - - - - -

Special reserve - - - 2,344 ( 2,344 ) - - - - -

Distribution of cash dividends - - - - ( 64,779 ) - - ( 64,779 ) - ( 64,779 )

Change in non-controlling interests - - - - - - - - 17,982 17,982

Profit (loss) for the year 6(23) - - - - 92,622 - - 92,622 ( 47,533 ) 45,089

Other comprehensive income (loss) for the year 6(16) - - - - ( 2,739 ) 1,034 ( 910 ) ( 2,615 ) 2,648 33

Balance at December 31, 2014 $ 323,895 $ 809,816 $ 83,220 $ 6,795 $ 334,584 ($ 1,103 ) ($ 5,568 ) $ 1,551,639 $ 64,842 $ 1,616,481

For the year ended December 31, 2015 Balance at January 1, 2015 6(13)(14)(

15)(16) $ 323,895 $ 809,816 $ 83,220 $ 6,795 $ 334,584 ($ 1,103 ) ($ 5,568 ) $ 1,551,639 $ 64,842 $ 1,616,481

Appropriations of 2014 earnings 6(15) Legal reserve - - 9,271 - ( 9,271 ) - - - - -

Reversal of special reserve - - - ( 125 ) 125 - - - - -

Distribution of cash dividends - - - - ( 74,496 ) - - ( 74,496 ) - ( 74,496 )

Change in non-controlling interests - - - - - - - - 34,193 34,193

Profit (loss) for the year 6(23) - - - - 131,234 - - 131,234 ( 44,906 ) 86,328

Other comprehensive income (loss) for the year

6(16) - - - - ( 4,301 ) ( 2,963 ) 2,806 ( 4,458 ) ( 407 ) ( 4,865 )

Balance at December 31, 2015 $ 323,895 $ 809,816 $ 92,491 $ 6,670 $ 377,875 ($ 4,066 ) ($ 2,762 ) $ 1,603,919 $ 53,722 $ 1,657,641

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS


For the years ended December 31 Notes 2015 2014


~27~

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit before tax for the year $ 126,120 $ 72,753 Adjustments to reconcile profit before income tax to

net cash provided by operating activities

Income and expenses having no effect on cash

flows

Allowance for loss (gain) on valuation of

inventories 6(4)

( 142 ) 690 Depreciation 6(6)(20) 196,832 229,818 Amortisation 6(7)(20) 6,204 9,340 Interest income 6(18) ( 16,547 ) ( 14,839 ) Interest expense 2 107 Dividend income 6(18) ( 363 ) ( 68 ) Gain on disposal of investments 6(19) ( 1,664 ) ( 2,272 ) Loss on disposal of property, plant and

equipment 6(19)

11,125 426 Share of loss of associates and joint ventures

accounted for using equity method 6(5)

7,040 9,738 Impairment loss on financial assets 6(19) 14,837 - Changes in assets/liabilities relating to operating

activities

Net changes in assets relating to operating

activities

Notes receivable, net ( 562 ) 6 Accounts receivable, net 6(3) ( 14,991 ) 6,461 Other receivables 579 23 Other receivables - related parties 7 ( 97 ) ( 1,301 ) Inventories 6(4) 1,480 1,294 Prepayments 6(11) 8,851 9,288 Other current assets ( 205 ) ( 44 ) Net changes in liabilities relating to operating

activities

Notes payable ( 2,391 ) 2,267 Accounts payable 2,486 ( 5,486 ) Accounts payable - related parties 7 12,885 ( 5,218 ) Other payables 6(9) 45,264 32,679 Other payables - related parties 7 4,131 5,759 Provisions for liabilities - current 6(12) 651 - Other current liabilities 6(10) 8,064 20,255 Provisions for liabilities - non-current 6(12) ( 2,923 ) 2,533 Other non-current liabilities 5,303 ( 2,680 ) Cash generated from operations 411,969 371,529 Interest received 6(18) 16,348 14,637 Interest paid ( 2 ) ( 107 ) Income tax paid ( 33,686 ) ( 22,906 ) Dividend received 6(18) 363 68 Net cash provided by operating activities 394,992 363,221

(Continued)

AN-SHIN FOOD SERVICES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (Expressed in thousands of New Taiwan dollars) For the years ended December 31 Notes 2015 2014


~28~

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in available-for-sale financial assets -

current

( $ 146,733 ) ( $ 20,375 )

Decrease in pledged time deposits 13,520 -

Proceeds from disposal of available-for-sale financial

assets - current

99,981 83,250

Increase in investments accounted for using the

equity method

( 5,828 ) ( 4,533 )

Acquisition of property, plant and equipment 6(6)(25) ( 75,198 ) ( 86,841 )

Proceeds from disposal of property, plant and

equipment

- 80

Acquisition of intangible assets 6(7) ( 5,820 ) ( 3,002 )

Increase in prepayment for long-term investments 6(8) - ( 6,459 )

(Increase) decrease in refundable deposits 6(8) ( 346 ) 7,481

Decrease (increase) in other non-current assets 138 ( 20,410 )

Net cash used in investing activities ( 120,286 ) ( 50,809 )

CASH FLOWS FROM FINANCING ACTIVITIES

Decrease in capital lease payables ( 278 ) ( 2,057 )

Cash dividends paid 6(15) ( 74,496 ) ( 64,779 )

Increase in non-controlling interests 34,193 17,982

Net cash used in financing activities ( 40,581 ) ( 48,854 )

Exchange rate effect ( 1,741 ) 2,118

Increase in cash and cash equivalents 232,384 265,676

Cash and cash equivalents at beginning of year 1,407,086 1,141,410

Cash and cash equivalents at end of year $ 1,639,470 $ 1,407,086

~29~


Distribution of 2015 profits

（Unit: NTD＄）

Item Amount

Accumulated undistributed profit as of the beginning of the period 250,942,337

Less: Defined Pension Obligation actuarial gains and losses (4,301,116)

Sub-Total 246,641,221

Add: Net Profit after tax in 2015 131,234,061

Less: 10% Legal Reserve (13,123,406)

Special Reserve (Note 1) (157,919)

Total Distributable Earnings 364,593,957

Distribution Items:

Cash Dividends to Shareholders (90,690,600) NT$2.8 per share

Stock Dividends to Common Shareholders -

Undistributed profit as of the end of 2015 273,903,357

Note : 1. Special Reserve: Allocated in accordance with announcement number 1010012865 of the Financial

Supervisory Commission issued on April 16th, 2012. 2. In accordance to announcement number 871941343 of the Ministry of Finance, issued on April 30,

1998, the distributed earnings should be individually identified. The proposal for 2015 earnings distribution is for 2015 profits only.

Attachment 5

~30~


“Operational Procedures for Acquisition and Disposal of Assets”


Article 11. Derivatives trading shall adopt risk management measures. 1. Amount of derivatives trading:

the total amount of derivatives trading shall not be more than the net profits of foreign currency accounts payable in the next year minus the assets and liabilities of the Company. The maximum loss of the contract shall not be more than 10% of the total amount of the contract, applicable for individual contract and all contracts and shall be submitted to the shareholders’ meeting when the loss amounts to more than 10% of the total amount of the contract.

Article 11. Derivatives trading shall adopt risk management measures. 1. Amount of derivatives trading: the Company required derivatives trading and had evaluated the risk previously, so there’s no maximum amount of derivatives trading.

Revise in accordance with the Article 18 of “Regulations Governing the Acquisition and Disposal of Assets by Public Company”

Attachment 6

~31~


“Operating Procedures for Loaning of Company Funds”


Article 3. The party to whom the Company and the company’s subsidiaries may lend its funds shall be limited to:

a. Companies having business relationship with the Company; or

b. Companies in need of funds for a short-term period with our company and do not have any bounced check records or other bad credit records.

For the purpose of this Procedure: Short-term period mentioned in the aforementioned paragraph, shall mean the longer period of one (1) year or the Company’s business cycle if more than one (1) year.

Funds mentioned in (b.), means the cumulative balance of short-term financing with our company.

Article 3. The party to whom the Company and the company’s subsidiaries may lend its funds shall be limited to:

a. Companies having business relationship with the Company; or

b. Companies in need of funds for a short-term period with our company and do not have any bounce record or other bad credit records. For the purpose of this Procedure.

c. Short-term period which mentioned in (b.)" shall mean the period of one (1) year and the company’s operation cycle should more than one (1) year.

d. Funds mentioned in (b.) mean the cumulative balance of short-term financing with our company.

Revised the 3rd and 4th bullet points for clarity on the specified party. Revised wording.

Attachment 7

~32~


Article 8.

Term of Loan and Methods of Interest Calculation

(Omit b. to c. and e)

a. Term of Loan and Methods of Interest Calculation: i) According to Article 3

a., the term of each loan shall be limited to one year, but if the Company’s business cycle is longer than one year, the term of the loan will be subject to the business cycle.

ii) According to Article 3 b., term of each loan should be less than one year.

d. Notification shall be sent to the borrower to pay back the principal and interest before the end of the term. If the borrower fails to pay back the loan and interest within the time limit as scheduled, the Company will ask the borrower to pay back all loans or dispose the collateral or lodge a claim with the guarantor in accordance with the law.

Article 8.

Term of Loan and Methods of Interest Calculation

(Omit b. to c. and e) a. The term of the loan shall be

limited to one year. d. Notification shall be sent to the

borrower to pay back the principal and interest before the end of the term. If the borrower fails to pay back the loan and interest within the time limit as scheduled, and need to extend the term of loan. They need to submit application 30 working day before, and shall be approve by the Board of Director. Each extend term should not more than three months, and should only extend once or the Company will dispose the collateral or lodge a claim with the guarantor in accordance with the law.

According to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 3, 1. Short loan and cash from operations should be separately identified. 2.The term of each loan should not longer than one years.

~33~


Article 6. Total Lending Amount and Financing Limit for Individual Entities

a. According to Article 4, each Company’s cumulative loan should not exceed 3% of the net value of the Company.

b. The total lending amount shall not exceed 10% of the net value of the Company.

c. Foreign subsidiaries engaged in lending funds which the Company has held 100% wholly owned voting shares directly or indirectly, the total amount shall not exceed 20% of the net worth of the Company. For individual company shall limit not to exceed 10 percent of the Company’s net worth.

Article 6. Total Lending Amount and Financing Limit for Individual Entities

a. According to Article 4, each Company’s cumulative loan should not exceed 3% of the net value of the Company.

b. The total lending amount shall not exceed 10% of the net value of the Company.

c. Foreign subsidiaries engaged in lending funds which the Company has held 100% wholly owned voting shares directly or indirectly, are not restricted by the article above. However, term and loan amount shall still be restricted by the above terms.

According to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 6, foreign companies in which the public company holds, directly or indirectly has 100% of the voting shares.

~34~


“Operating Procedures for Endorsements and Guarantees”


Article 4.

Subject of Endorsement and/or Guarantees

a. The parties to whom the Company may provide endorsement and/or guarantee include the following:

v.) For a company in which the Company directly or indirectly holds more than 90% of the voting shares, the Company may provide endorsements and/or guarantees

Article 4.

Subject of Endorsement and/or Guarantees

a. The parties to whom the Company may provide endorsement and/or guarantee include the following:

v.) For a company in which the Company directly or indirectly holds more than 90% of the voting shares, the Company may provide endorsements and/or guarantees, but the amount of such endorsement/guarantee shall not exceed 10% of the Company’s net value. This restriction shall not apply to endorsements and/or guarantees when such company’s voting shares are directly or indirectly 100% owned by the Company.

According to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 12 section 2, for company which the company directly or indirectly holds more than 90% of the voting shares shall be subject to regulation by article 6.

Attachment 8

~35~


Article 5. Procedures for Endorsements and Guarantees (Added)

h. If the party to whom the Company provides an endorsement and/or guarantee is a subsidiary whose net value is below 50% of its paid-up capital, internal auditors of the Company shall check the endorsements and their operating conditions at a minimum of every quarter, in addition to the procedures and regulations of the above articles. Moreover, the auditors shall produce written records. If violations of these rules are identified, an immediate written notice to the supervisors shall be given. The contributed capital of subsidiary is the sum of capital and additional paid-in capital in excess of par if subsidiary shares do not have par value or their par value are not NT$10.

Article 5. Procedures for Endorsements and Guarantees (Omit a. to g.)

According to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 12 section 11, if the party to whom the Company provides an endorsement and/or guarantee is a subsidiary whose net value is below 50% of its paid-up capital, follow-up management and control measures shall be specified.

~36~


Article 6. Decision, authorization level and amount limits on Endorsements and Guarantees (Omit a. to b.)

c. The amount of endorsement/guarantee provided by the Company and its subsidiaries to any single entity shall not exceed 20% of the Company’s net value, and the approval limit by the chairman of the board of directors shall not exceed 10% of the Company’s net value. The endorsements amount for company which has a business relationship with the Company shall not be more than the amount of the business relationship between the two company in the latest year. The business relationship amount means the higher value between purchase and sales.

d. The balance of endorsements and/or guarantees by the Company and its subsidiaries for a single enterprise shall be not more than 50% of the Company’s net value as stated

Article 6. Decision, authorization level and limits on Endorsements and Guarantees (Omit a. to b.)

c. The amount of endorsement/guarantee provided by the Company and its subsidiaries to any single entity shall not exceed 20% of the Company’s net value, and the chairman of the board of directors shall not exceed 10% of the Company’s net value.

d. The balance of endorsements and/or guarantees by the Company and its subsidiaries for a single enterprise shall be less than 50% (included)of the Company’s net value as stated in the latest financial statement.

(Omit the e. to f.) (Added)

g.

h.

Add amount limits for clarity. Establish rules on amount limits for endorsements and guarantees to Companies with business relationships. According to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 12 section 2, the limit on the amounts a public company is permitted to make in endorsements/ guarantees, including the public company’s aggregate endorsement/guarantee amount and the amount of its endorsements/guarantees for any single entity, as well as on the aggregate endorsement/ guarantee amount, and the amount of endorsements/ guarantees for any single entity, that the public company and its subsidiaries as a whole are permitted to make. If the aggregate amount of endorsements/guarantees that is set as the limit for the public company and its subsidiaries as a whole reach 50% or more of the net worth of the public company,

~37~


in the latest financial statement.

(Omit the e. to f.) (Added)

g. For a company in which the Company directly or indirectly holds more than 90% of the voting shares, the Company may provide endorsements and/or guarantees but the amount of such endorsement/ guarantee shall not exceed 10% of the Company’s net value. When such company’s voting shares are directly or indirectly 100% owned by the Company, the amount shall not exceed 20% of the Company’s net value.

(Omit h. to i.)

an explanation of the necessity and reasonableness thereof shall be given at the shareholders meeting. Add the limit of company which is directly or indirectly 100% owned by the Company.

~38~


“Rules of Procedure for Shareholders Meetings”


Article 2. The Shareholders meeting shall prepare documents such as the attendance book, or proxies shall attend shareholders meeting based on attendance cards, sign-in cards or other certificates of attendance. Proxy voting through correspondence means or electronic methods are acceptable.

Article 2. The Shareholders meeting shall prepare documents such as the attendance book, or proxies shall attend shareholders meeting based on attendance cards, sign-in cards or other certificates of attendance.

The shareholders’ meeting may exercise voting rights through correspondence means or electronic methods in the future.

Article 10. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. Violators will be considered as not having spoken in the records. Attending shareholders who submit a speaker’s slip but do not speak will be considered as not having spoken in the records. If the contents of the speaker are

Article 10. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. Violators will be considered as not having spoken in the records. Attending shareholders who submit a speaker’s slip but do not speak will be considered as not having spoken in the records. If the contents of the speaker are

Revise in accordance with the Article 1000006496, delete the restriction of shareholders’ reconsideration.

Attachment 9

~39~


different from the speaker’s slip, the spoken record prevails. Other shareholders shall not speak or to interrupt the speaker in turn, except by the agreement of the chairman and the speaker in turn. Violators shall be restricted and records to reflect the violator as not having spoken.

different from the speaker’s slip, the spoken record prevails. Except the motions on the list, revised or substitute motions may be considered by other shareholders if seconded by other shareholders. The proposing shareholder and seconded shareholder in combination shall have more than 1% of total common stock. Other shareholders shall not speak or to interrupt the speaker in turn, except by the agreement of the chairman and the speaker in turn. Violators shall be restricted and records to reflect the violator as not having spoken.

Article 20 The article is in accordance with “Rules of Procedure for Shareholders Meeting”, any unspecified items shall follow the Company Act and the Articles of Incorporation of the Company.

The article is in accordance with “Regulations Governing Content and Compliance Requirements for Shareholders”, any unspecified items shall follow the Company Act and the Articles of Incorporation of the Company.

Amended the regulatory source for these procedures.

Article 22 This Article of “Procedures for shareholders meeting” was enacted on June 10, 2009. The first amendment was made on June 7, 2016.

Newly added

~40~


Shareholdings of all Directors and Supervisors

1. Types and number of issued shares: common stocks, 32,389,500 shares in total. 2. Book closure date: April 9, 2016.

Position Name Current shareholding

Shares Shareholding ratio (%)

Chairman Kuang Yuang Enterprise Co., Ltd Representative: Huang, Mao-Hsiung

8,925,807 27.56

Director Kuang Yuang Enterprise Co., Ltd Representative: Kao, Shun-Hsing

8,925,807 27.56

Director Kuang Yuang Enterprise Co., Ltd Representative: Shirley Huang

8,925,807 27.56

Director MOS Food Services, Inc. Representative: Fukumitsu Akio

8,098,464 25.00

Director MOS Food Services, Inc. Representative: Yamaguchi Shinji

8,098,464 25.00

Director MOS Food Services, Inc. Representative: Takifuka Jun

8,098,464 25.00

Independent Director Lin, Chien-Yuan 0 0.00

Independent Director Charles Cheichan Kau 0 0.00

Independent Director Lii, Sheng-Yann 0 0.00

Total ( Director) 17,024,271 52.56

Supervisor Chang, Shao-Chung 0 0.00

Supervisor Antai International Investment Co., LTD. Representative: Fritz J. C. Jang

2,785,680 8.60

Supervisor Yue, Chao-Tang 0 0.00

Total (Supervisor) 2,785,680 8.60

Appendix 1

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