Important Rules & Regulations

Standard Foods Corporation Articles of Incorporation
(Amended on June 26th, 2015)
Section 1 General Principles
Article 1 The Corporation is incorporated, as a company limited by shares, under the Company Law of the Republic of China and its name is
佳格食品股份有限公司 in the Chinese language and Standard Foods Corporation in the English language.
Article 2 The scope of business of the Corporation is as follows:
  1. A102060 Grain Commerce 
  2. C102010 Diary Products Manufacturing 
  3. C103050 Canned, Frozen, Dehydrated Food Manufacturing 
  4. C104010 Sugar Confectionery and Bakery Product Manufacturing 
  5. C104020 Bakery Food Manufacturing 
  6. C105010 Edible Oil Manufacturing 
  7. C106010 Flour Milling 
  8. C108010 Sugar Manufacturing 
  9. C109010 Seasoning Manufacturing
  10. C110010 Beverage Manufacturing 
  11. C113011 Alcoholic drink Manufacturing 
  12. C199010 Noodles, Flour Food Manufacturing 
  13. C199020 Edible Ice Manufacturing 
  14. C199990 Other Food Manufacturing Not Elsewhere Classified 
  15. C201010 Prepared Animal Feeds Manufacturing 
  16. CB01010 Machinery and Equipment Manufacturing 
  17. F102020 Wholesale of Edible Oil 
  18. F102040 Wholesale of Nonalcoholic Beverages 
  19. F102170 Wholesale of Food and Grocery 
  20. F103010 Wholesale of Animal Feeds 
  21. F106020 Wholesale of Articles for Daily Use 
  22. F113010 Wholesale of Machinery 
  23. F202010 Retail sale of Animal Feeds 
  24. F203010 Retail sale of Food and Grocery
  25. F206020 Retail Sale of Articles for Daily Use 
  26. F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles 
  27. F213080 Retail Sale of Machinery and Equipment 
  28. F301020 Supermarkets 
  29. F399010 Supermarkets
  30. F401010 International Trade 
  31. F501030 Coffee/Tea Shops and Bars 
  32. F501060 Restaurants 
Article 2 (a) The total amount of the Corporation’s reinvestment may be more than forty percent of the Corporation’s paid-up capital and shall not be subject to the restriction provided in Article 13 of the Company Law.
Article 2 (b) The Corporation may provide its business counterparts and affiliates endorsement and guarantee and vice versa due to business need.
Article 3 The Corporation has its head office in Taipei, Taiwan, Republic of China, and shall be free, upon approval of government authorities in charge, to set up representative and branch offices at various locations within and outside the territory of the Republic of China, wherever and whenever the Corporation deems it necessary or advisable to carry out any or all its activities.
Article 4 Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.

 

Section 2 Capital
Article 5 The total capital stock of the Corporation is in the amount of 8,000,000,000 New Taiwan Dollars and divided into 800,000,000 shares, at 10 New Taiwan Dollars each, which may be issued at different times. Any matters regarding the issuance of shares of stock shall be resolved in accordance with the resolutions of the Board of Directors.
Article 6 The share certificates of the Corporation are name-bearing share certificates and shall be issued, only when signed by or sealed with the chop of the three directors of the Corporation, in accordance with the regulations provided in Article 162 of the Company Law. The Corporation may issue new shares without printing share certificates and register the shares issued with any centralized securities depository enterprise.
Article 7 Any matters relating to the Corporation’s stock registration, such as transfer of shares, pledge of rights, succession, gift, loss, and damage of the stock certificate, shall be subject to the Company Law and relevant rules and regulations of the Republic of China.
Article 8 (Deleted)
Article 9 (Deleted)
Article 10 (Deleted)
Article 11 (Deleted)

 

Section 3 Meeting of Shareholders
Article 12 Registration for transfer of shares shall be suspended sixty days immediately before the date of regular meetings of shareholders, or thirty days immediately before the date of any special meeting of shareholders, or within five days before the day on which dividends, bonuses, or any other benefits are scheduled to be paid by the Corporation.
Article 13 Shareholders’ meetings of the Corporation are of two types: regular meetings and special meetings. Regular meetings are convened within six months after the close of each fiscal year. Special meetings are convened, when necessary, in accordance with relevant laws, rules, and regulations of the Republic of China.
Article 14 Written notices shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convening of shareholders' meetings, thirty days in advance in case of regular meetings, and fifteen days in advance in case of special meetings. The purpose(s) for convening any such meeting shall be clearly stated in the written notices sent out to the shareholders.
Article 15 Except as provided in the Company Law of the Republic of China, shareholders' meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.
Article 16 (Deleted)
Article 17 Each share of stock of the Corporation is entitled to one vote.
Article 18 Any shareholder who is unable to attend a meeting of shareholders may submit a letter of proxy and appoint a proxy to attend the meeting in accordance with the Company Law and other relevant rules and regulations of the Republic of China.
Article 19 Any meeting of shareholders called by anyone on the Board of Directors of the Corporation shall be presided over by the Chairman of the Board of Directors of the Corporation in accordance with Item 3 of Article 208 of the Company Law of the Republic of China. When any shareholders’ meeting is called by any party who is entitled to convene such meeting but is not a member of the Board of Directors of the Corporation, such meeting shall be presided over by the party who calls the meeting. If there are two or more parties who are entitled to convene any such meeting, one party shall be elected by and from among themselves to preside over the meeting.
Article 20 Any resolutions of the shareholders' meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. Such minutes, together with the attendance list and the letters of proxy, shall be kept in accordance with relevant laws, rules and regulations of the Republic of China. A copy of the minutes shall be sent to each shareholder within twenty days immediately after the date of the meeting. The Corporation shall make public the announcement of the content of the minutes to shareholders with less than one thousand registered shares.

 

Section 4 Directors and Supervisors
Article 21 The Corporation shall have five to seven directors and two supervisors. Such directors and supervisors shall be elected by any shareholders who have behavioral abilities in the shareholders’ meeting. When vacancies on the Board of Directors reach one-third of the total number of the Directors, or when all supervisors resign, the Board of Directors shall convene a special meeting of shareholders within sixty days for the re-election of new directors or supervisors, whose terms are to serve the remaining term of the predecessors.
The Company’s independent directors shall not be less than two in number and should not less than one-fifth of directors seats.
Directors and Supervisors shall be elected by adopting candidate nomination system according to article 192-1 of the Company Act.
The nomination of directors and related announcement shall comply with the relevant regulations of the ROC Company Law
and Securities and Exchange Law.
Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.
Article 22 The term of office for Directors and Supervisors are three years, and all Directors and Supervisors shall be eligible for re-election. As to the remuneration of Directors and Supervisors, the Board of Directors is authorized with consideration of the food industry and listing companies’ compensation level.
Article 23 The Board of Directors shall have the following functions:
  1. Develop business policies;
  2. Verify relevant rules, regulations, and contracts;
  3. Appoint or dismiss executives;
  4. Establish and remove branch offices;
  5. Examine budget and financial reports;
  6. Resolve on collateralization, sale, and other matters relating to relevant property of the Corporation;
  7. Advise the shareholders’ meeting on motions for amendment to the Articles of Association, change in capital, dissolution of the Corporation, or merger of the Corporation;
  8. Advise the shareholders on motions for dividend distribution; and
  9. Determine other significant matters.
Article 24 The Directors shall elect from among themselves a Chairman of the Board of Directors.
Article 25 The Chairman of the Board of Directors shall have the authority to represent the Corporation and total authority over all significant matters concerning the Corporation pursuant to relevant laws of the Republic of China, the Articles of Association of the Corporation, and resolutions by the meetings of shareholders and by the Board of Directors.
Article 26 Except the first Board meeting of every term of the newly elected Board of Directors, which shall be convened by the Director who has received the largest number of votes after such new election, meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, upon notice, sent to all the other Directors and Supervisors, at least seven days, unless in case of urgent circumstances, prior to the date of the meeting. Any meeting of the Board of Directors shall be held within the territory of the Republic of China. The aforementioned notice shall specify the reasons for convening the meeting in the form of written letter, email or facsimile.
Article 27 The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In his absence, any one of the Directors shall be acting for him in compliance with Article 208 of the Company Law of the Republic of China.
Article 28 It is also provided in the Company Law of the Republic of China that a meeting of the Board of Directors shall only be held when attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.
Article 29 A Director may, by written authorization, appoint another Director to attend on his behalf any meeting of the Board of Directors, and to vote for him on all matters presented at such meeting, but no Director may act as proxy for more than one other Director. Any Director attending the meeting via video conference shall be deemed attending the meeting in person.
Article 30 The Directors shall exercise their functions by resolutions adopted at meetings of the Board of Directors.
Article 31 The Supervisors shall have the following functions:
  1. Audit the financial status of the Corporation;
  2. Examine and audit the accounting books and documents of the Corporation; and
  3. Execute other functions stipulated in relevant laws and regulations.
Article 32 The Supervisors may, in addition to execute their functions as stipulated in relevant laws and regulations, state their opinions in any meeting of the Board of Directors but do not have the right to vote.
Article 33 The Board of Directors shall have one secretary to deal with all significant documents, deeds, and stock certificates of the Board of Directors and the Corporation.

 

Section 5 Personnel
Article 34 The Corporation may, by resolution of the Board of Directors, appoint, dismiss, and compensate one General Manager and several managers.
Article 35 (Deleted)
Article 36 (Deleted)

 

Section 6 Financial Reports
Article 37 The fiscal year for the Corporation is from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Board of Directors shall prepare the following reports, and submit such reports to the Supervisors for verification and to the regular meeting of shareholders for acceptance:
  1. Business Reports;
  2. Financial Statements; and
  3. Proposals concerning distribution of profits or compensation for loss.
Article 38 When allocating profits for each fiscal year, the Corporation shall first pay business income tax and offset its losses in previous years; then set aside a legal reserve and a special reserve in accordance with relevant laws or regulations; and then set aside no less than 1% of the balance as bonus to employees of the Corporation and 1% as bonus to the Directors and Supervisors of the Corporation. When there is still any balance left, the Corporation shall combine such balance with undistributed profit of previous years, and appropriate 30% to 100% of the total amount for dividends to shareholders, among which the amount of cash dividend is 30% to 100% of that of the distributable dividend, or be 5% to 20% in case that any major investment plans of the Corporation is unable to obtain any other source of funding.

 

Section 7 Supplementary Provisions
Article 39 The internal organization of the Corporation and the detailed procedures of business operation shall be determined by the Board of Directors.
Article 40 With regard to any matters not provided for in these Articles of Association, the Company Law of the Republic of China shall govern.
Article 41 The Articles of Association was agreed to and signed on May 22, 1986 by all the founders of the Corporation, and the first Amendment was approved by the shareholders' meeting on August 23, 1986, the second Amendment on May 20, 1987, the third Amendment on August 3, 1987, the fourth Amendment on September 25, 1987, the fifth Amendment on November 5, 1987, the sixth Amendment on February 25, 1988, the seventh Amendment on November 10, 1988, the eighth Amendment on July 20, 1989, the ninth Amendment on February 1, 1990, the tenth Amendment on April 2, 1990, the eleventh Amendment on September 24, 1990, the twelfth Amendment on December 17, 1990, the thirteenth Amendment on November 8, 1991, the fourteenth Amendment on February 29, 1992, the fifteenth Amendment on December 29, 1992, the sixteenth Amendment on September 1, 1993, the seventeenth Amendment on November 2, 1993, the eighteenth Amendment on October 28, 1994 , the nineteenth Amendment on October 28, 1995, the twentieth Amendment on November 16, 1996, the twenty-first Amendment on November 8, 1997, the twenty-second Amendment on March 8, 1999, the twenty-third Amendment on November 27, 2000, the twenty-fourth Amendment on December 6, 2001, the twenty-fifth Amendment on November 28, 2002, the twenty-sixth Amendment on November 30, 2005, the twenty-seventh Amendment on June 17, 2010 ,the twenty-eighth Amendment on June 15, 2011 and the twenty-ninth Amendment on June 6, 2012 ,the thirty Amendment on June 14, 2014 , thirty- second Amendment on June 26, 2015

 

Standard Foods Corporation
Chairman: 曹德風 (Ter-Fung Tsao)