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ACC Annual Report 2015

Jul 6, 2016

51736_rns_2016-07-06_2489faca-8a8f-47c6-9fc0-5553e3e7138f.pdf

Annual Report

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遠東集團 FAR EASTERN GROUP

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Stock Code: 1102 http://emops.twse.com.tw http://www.acc.com.tw

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ASIA CEMENT CORPORATION 2015 Annual Report

Notice to readers

This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Printed on May 15, 2016

Spokesperson

Name: W.K. Chou Title: Vice President Tel: 886-2-27378940 E-mail: [email protected]

Headquarter and Plants

Headquarter

Address: 30~ 31F, No.207, Sec. 2, Dunhua South Rd., Da’an Dist., Taipei City 106, Taiwan Tel: 886-2-27338000

IR Contact & Deputy Spokesperson

Name: Doris Wu Title: Executive Vice President Tel: 886-2-27378945 E-mail: [email protected]

Hsinchu Plant

Address: No.109, Sec. 2, Zhongfeng Rd., Hengshan Township, Hsinchu County 312, Taiwan Tel: 886-3-5931011

Stock Transfer Agent

Oriental Securities Corporation Address: 3F., No.86, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan Tel: 886-2-23618608 Website: http://www.osc.com.tw/

Hualien Plant

Address: No.125, Xinxing Rd., Xincheng Township, Hualien County 971, Taiwan Tel: 886-3-8612101

Auditors

Deloitte & Touche Auditors: Li Wen Kuo and You Wei Fan Address: 12F, No.156, Sec. 3, Minsheng E. Rd., Zhongshan Dist., Taipei City 104, Taiwan Tel: 886-2-25459988 Website: http://www.deloitte.com/

Overseas Securities Exchange

London Stock Exchange

Disclosed information can be found at http://www.londonstockexchange.com/ Singapore Exchange Disclosed information can be found at http://www.sgx.com/

Corporate Website

http://www.acc.com.tw/

Table of Contents

I REPORT TO SHAREHOLDERS ............................................................................................................................ 1 II COMPANY PROFILE ........................................................................................................................................... 11 2.1 DATE OF INCORPORATION: ........................................................................................................................................ 11 2.2 COMPANY HISTORY ................................................................................................................................................. 11 III CORPORATE GOVERNANCE REPORT ........................................................................................................ 14 3.1 ORGANIZATION ....................................................................................................................................................... 14 3.1.1 Organization Chart ..................................................................................................................................... 14 3.1.2 Major Corporate Functions ........................................................................................................................ 15 3.2 DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM .................................................................................................... 16 3.2.1 Directors and Supervisors ........................................................................................................................... 16 3.2.2 Major Shareholders of the Institutional Shareholders ............................................................................... 20 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 21 3.2.4 Professional Qualifications and Independence Analysis of Directors and Supervisors ............................... 24 3.2.5 Management Team .................................................................................................................................... 25 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 27 3.2.7 Employees Remuneration to Management Team ..................................................................................... 31 3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration .................... 32 3.3 IMPLEMENTATION OF CORPORATE GOVERNANCE .......................................................................................................... 33 3.3.1 Board of Directors ...................................................................................................................................... 33 3.3.2 Audit Committee ........................................................................................................................................ 34 3.3.3 Attendance of Supervisors for Board Meeting ........................................................................................... 35 3.3.4 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” ............................................................................................ 36 3.3.5 The Composition, Duty, and Implementation Status of the Remuneration Committee ............................. 46 3.3.6 Corporate Social Responsibility .................................................................................................................. 48 3.3.7 Implementation Status of Ethical Management ........................................................................................ 55 3.3.8 The Training for Directors and Supervisors ................................................................................................ 62 3.3.9 The Training for Managers ......................................................................................................................... 63 3.3.10 the Execution Status of Internal Control System ...................................................................................... 65 3.3.11 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 66 3.3.12 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 67 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 68 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 68 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 69 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS .............................. 70 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 75 IV CAPITAL FORMATION ..................................................................................................................................... 76 4.1 CAPITAL AND SHARES ............................................................................................................................................... 76 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 76 4.1.2 Capital ........................................................................................................................................................ 76 4.1.3 Shelf Registration: None ............................................................................................................................ 76 4.1.4 Shareholder Structure ................................................................................................................................ 76 4.1.5 Shareholding Distribution Status ............................................................................................................... 77 4.1.6 List of Major Shareholders ......................................................................................................................... 77 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 78 4.1.8 Dividend Policy & Implementation Status ................................................................................................ 78 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ......................... 79 4.1.10 Compensation of employees, directors and supervisors .......................................................................... 79 4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 81 4.2.1 Issued Corporate Bonds ............................................................................................................................. 81 4.2.2 Issued Exchangeable and Convertible Bonds ............................................................................................. 85

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4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 86 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 87 V OVERVIEW OF BUSINESS OPERATION ........................................................................................................ 88 5.1 BUSINESS INTRODUCTION ......................................................................................................................................... 88 5.1.1 Business Scope ........................................................................................................................................... 88 5.1.2 Industry Overview ...................................................................................................................................... 88 5.1.3 Technology and Research Development .................................................................................................... 89 5.1.4 Short-term Business Plan ........................................................................................................................... 89 5.1.5 Long-term Business Plan ............................................................................................................................ 89 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................... 90 5.2.1. Markets Analysis ....................................................................................................................................... 90 5.2.2 Application of Major Cement Products ...................................................................................................... 91 5.2.3 Supply Condition of Main Raw Materials ................................................................................................... 92 5.2.4 Major Suppliers Information for the Last Two Years ................................................................................. 93 5.2.5 Major Clients Information for the Last Two Years ...................................................................................... 93 5.2.6 Output of Main Products 2014-2015 ......................................................................................................... 94 5.2.7 Sales of Main Products 2014-2015 ............................................................................................................ 94 5.3 HUMAN RESOURCES ................................................................................................................................................ 95 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ......................................................................................................... 95 5.4.1 ISO-14001 Environmental Management Systems (EMS) ........................................................................... 95 5.4.2 Air Pollution Prevention ............................................................................................................................. 95 5.4.3 Greening and Beautification for Quarry Restoration ................................................................................. 96 5.4.4 Major Environmental Protection Work in the Future ................................................................................. 96 5.4.5 Fulfill Social Responsibilities ....................................................................................................................... 97 5.5 LABOR RELATIONS ................................................................................................................................................... 97 5.6 MAJOR CONTRACTS .............................................................................................................................................. 101 VI FINANCIAL INFORMATION .......................................................................................................................... 102 6.1FINANCIAL REPORTS & AUDIT RESULTS (2012~2015) ................................................................................................. 102 6.1.1 Consolidated Balance Sheets ................................................................................................................... 102 6.1.2 Consolidated Statements of Comprehensive Income ............................................................................... 103 6.1.3 Separate Balance Sheets .......................................................................................................................... 104 6.1.4 Separate Statements of Comprehensive Income...................................................................................... 105 6.1.5 Balance Sheets-R.O.C GAAP ..................................................................................................................... 106 6.1.6 Statements of Income – R.O.C GAAP ........................................................................................................ 107 6.1.7 Auditors’ Opinions from 2011 to 2015 ..................................................................................................... 107 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 108 6.2.1 Consolidated Financial Statements .......................................................................................................... 108 6.2.2 Separate Financial Statements ................................................................................................................. 109 6.2.3 Financial Statements (Accounting Principles Generally Accepted in the Republic of China) .................... 110 6.3 SUPERVISOR’S REVIEW REPORT ON THE 2015 FINANCIAL STATEMENTS ........................................................................... 111 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 112 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 126 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 126 7.2 ANALYSIS OF OPERATING RESULTS ............................................................................................................................ 127 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 128 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 129 7.4.1 Major Capital Expenditures and Funding Sources .................................................................................... 129 7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure ................................... 129 7.5 INVESTMENT STRATEGIES IN THE MOST RECENT YEAR, THE MAJOR REASONS FOR ITS GAIN OR LOSS AND IMPROVEMENT PLAN AND INVESTMENT PLANS FOR NEXT YEAR ......................................................................................................................... 129 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT ..................................................................................................... 130 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 130 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 131

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7.6.3 The Prevention of Legal Risks ................................................................................................................... 132 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 132 VIII SPECIAL DISCLOSURE ............................................................................................................................... 133 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 133 8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 134 8.3 MAIN BUSINESS OF AFFILIATED COMPANIES ............................................................................................................... 137 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 138 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 153

III

I Report to Shareholders

1. 2015 Review

Overall economic performance

  • A. The 2015 global economic growth is below expectation and relatively low than in 2014. It is mainly due to the economic slowdown of the emerging and developing countries despite advanced countries have moderate economic recovery.

  • B. Because of the lack of growth momentum in 2015, Chinese financial risks are becoming apparent. Although the Chinese economy is fairly stable, and the annual GDP growth reaches around 6.9% in 2015, China's economy continues to adjust along with the economy slowdown. Its spillover effect causes falling commodity prices and declining economic activity in Asian countries. Other emerging oil-importing countries only benefit partially reflecting from lower oil prices with limited economic growth effect.

  • C. The advanced countries are mainly attributable to lower oil prices, improved labor market, and very loose monetary policy. These make their domestic demand becoming the driving force of economic growth. However, the recovery is almost the same with the growth in 2014.

  • i. Only the United States maintain 2.4% economic growth for two consecutive years due to the performance of active labor market which is close to full employment levels and lower inflation.

  • ii. The Euro area maintains a moderate recovery thanks to low oil prices, weak exchange rate, negative interest rate and quantitative easing. It still maintains growth while facing low economy growth in emerging and developing countries, global trade slowdown, and other unfavorable factors.

  • iii. Due to recession of export to China and other emerging countries, and weak domestic consumption, Japanese economic growth rate is merely 0.6%.

  • D. Geopolitical tensions also caused substantial impact to relevant country's economic growth.

  • i. Ukraine problem is still unsolved while Middle East problem heat up. Russia warplanes shot down by Turkish worse the situation in that region.

  • ii. Middle East chaos causes the influx of refugees into Europe which is the worst refugee crisis since the World War II. The influx of refugees into Europe this year will exceed one million people.

  • iii. The crisis spread from the edge to the core area, while the impact of the Islamic State penetrates Europe. November 13, 2015, there were several terrorist attacks in Paris. At least 130 people were killed. This is the largest terrorist attack since 911 in the western world. The development of extremism also indicated the issues that migrants and ethnic minorities are difficult to integrate into mainstream society.

  • iv. The situation in Asia is also unstable. Although the Iran signed nuclear agreements, North Korean nuclear issue is still unsolved. Meanwhile, because of intervention of the states outside the region, the South China Sea issues raised.

  • E. In 2015, Taiwan's economic performance is also not ideal. Due to the weak performance of global trade, Taiwan's major export market decline overall. The industry not only faces with the pressure on energy prices, tightening supply and demand, but also faces “Red Supply Chain” pressures from China. Since the development of China, some imported semi-finished

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products and equipment from Korea, Japan, or Taiwan are now shifted to manufacturers in China. This naturally reduces imports from Taiwan, dragging down export orders. Industrial production index growth thus turned negative. DGBAS released Taiwan 2015 annual economic growth rate is only 0.75%, the lowest since 2009.

The Company's business performance

  • A. In 2015, the overall cement consumption in China amounted to about 2.348 billion MT, compared with 2.476 billion MT in 2014, about 5.17% decline. In the same period, the clinker production volume of the Company in China is 24 million MT, increasing 2.3% compared with 2014. The total sales of cement, clinker and slag powder are 30.38 million MT, increasing 1.33% compared with 2014.

In 2015, the net loss of the Company’s subsidiaries in China is NT$ 1,530,713 thousand. The Company and its subsidiaries recognized a total investment losses of NT $1,102,113 thousand.

  • B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2015 total cement production volume in Taiwan was 13,445,063 MT, decreased 8.09% compared to 2014. Among them, the domestic cement sales was 10,215,068 MT, and exported cement was 3,260,662 MT. Compared with those in 2014, domestic sales decreased by 7.89%, exports decreased by 6.74%. In 2015, due to Taiwan Government policy and the economy, the domestic real estate continued to show decline both in volume and price. The cement consumption decreased slightly to 11,652,768 MT, decreased by 7.24%. The 2015 per capita average cement consumption is about 496 kg, decreased 7.46% from 536 kg in 2014. As a result, the cement market in Taiwan is still showing oversupply.

  • C. The 2015 consolidated operating revenue of the Company is NT $66,287,480 thousand, decreased 14.67% from 2014. The consolidated profit from operations was NT $4,039,945 thousand, decreased 51.02% from 2014. From the Company’s affiliates, such as Far Eastern New Century Corp. and U-Ming Marine Transport Corp., the Company recognized NT $2,986,137 thousand investment income from equity method. The consolidated net profit after tax reached NT $4,934,483 thousand. The net profit rate after tax was 7.44%. Consolidated net profit attributable to the Company is 4,860,241 thousand. The 8[th] meeting of the 25[th] Board of Directors proposed to distribute cash dividend NT $1.1 per share.

2. Operating Performance of 2015

  • A. Production:
oduction:
Unit: 1000 MT
Difference Compared
to 2014
-280 (-6.11%)
Item
Region
Cement Difference Compared
to 2014
Clinker
(MT)
Difference Compared
to 2014
ACC
(Taiwan)
4,449 -309 (-6.49%) 4,300 -280 (-6.11%)

key performance indicator:

Actual aggregate cement output amounted to 4,449 thousand MT. Compared to estimated output 4,715 thousand MT, the achievement rate is 94.36%.

Actual aggregate clinker output amounted to 4,300 thousand MT. Compared to estimated output 4,550 thousand MT, the achievement rate is 94.51%.

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Unit: 1000 MT

Unit: 1000 M
Item
Region
Cement Difference Compared
to 2014
Clinker
(MT)
Difference Compared
to 2014
ACC
(China)
28,823 -158 (-0.55%) 23,998 +542 (+2.31%)

key performance indicator:

Actual aggregate cement output amounted to 28,823 thousand MT. Compared to estimated output 32,328 thousand MT, the achievement rate is 89.16%.

Actual aggregate clinker output amounted to 23,998 thousand MT. Compared to estimated output 24,574 thousand MT, the achievement rate is 97.66%.

B. Sales

i. Taiwan area:

Unit: 1000 MT; NT$1,000

Volume &
Value
Product
2015 2015 2015 2015 Difference Compared
to 2014
Difference Compared
to 2014
Domestic Sales Export Sales
Volume Value Volume Value Volume Value
Cement & Clinker 3,178 7,254,186 1,366 2,566,258 -453(-9.07%) -785,379(-7.41%)

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC amounted to 4,544 thousand MT. Compared to the estimated sales 4,930 thousand MT, achievement rate is 92.17%.

ii. China area:

Unit: 1000 MT; NT$1,000

Unit: 1000 MT; NT$1,000 Unit: 1000 MT; NT$1,000
Volume &
Value
Product
2015 Difference Compared
to 2014
Domestic Sales Export Sales
Volume Value Volume Value Volume Value
Cement & Clinker 30,283 29,452,257 230 283,012 +382(+1.27%) -8,259,179(-21.74)

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 30,513 thousand MT. Compared to the estimated sales 33,054 thousand MT, achievement rate is 92.31

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3. The Company’s Layout Strategy in China

Asia Cement Corporation pioneered all domestic rivals to invest in cement business in China with Taiwan government’s permission since 1997.

On May 20, 2008, the subsidiary of the Company, Asia Cement (China) Holdings Corporation {ACC (China) thereafter} was listed on the main board of Hong Kong Exchanges and Clearing Limited. Total assets reach RMB 20 billion.

Currently, the investments of ACC (China) are mainly based alone the Yangtze River in Jiangxi, Sichuan, Hubei, Yangzhou and Shanghai areas. The overall operating strategies are deployed through Jiangxi Yadong Cement (Southeast China), Sichuan Yadong Cement (Southwest China), Hubei Yadong Cement (Middle China), and Yangzhou Yadong Cement (East China) as core production bases. In addition to Sichuan Lanfeng Cement Corp., Huanggang Yadong Cement, and Wuhan Yaxin Cement, there are two grinding factories, six cement products companies, four transportation companies, newly established Tai Zhou Oriental Construction Co., Ltd., four terminals, and eight sale offices. These constitute an efficient and solid network for production, transportation and sales.

4. Overview of The Company’s Investments in China

A. Jiangxi Yadong Cement Co., Ltd

The company originally has four kilns, each with annual capacity of 1.65 million MT clinker. Currently, the annual output of clinker reaches 6.6 million MT which can produce 8 million MT cement.

The subsequent 5[th] and 6[th] production line for cement and clinker of the company have been completed in September 2013 and January 2014. With these two production lines, the total production capacity can reach 11 million MT of clinker annually, which can produce 14 million MT cement. Jiangxi Yadong has become one of the largest cement plants in China.

In addition, the waste heat recycling generators of the #1, #2, #3, and #4 kilns can produce 193 million kWh electricity annually. While, the waste heat recycling generators of the #5 and #6 kilns can produce 145 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

B. Sichuan Yadong Cement Co., Ltd

The company has three kilns with annual clinker capacity of 1.65 million MT respectively. Currently, the annual output of clinker reaches 4.95 million MT which can produce 6 million MT cement. In addition, the waste heat recycling generators of the #1, #2, and #3 kilns can produce 145 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

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The conveyor belt transporting the limestone from quarry directly to the plant has been completed on April 2016. This will enhance the transportation efficiency and lower raw-material cost and also completely prevent interfering with surrounding environments, roads, and living of residents (such as noise, dust).

C. Hubei Yadong Cement Co., Ltd

The company has two kilns with annual clinker capacity of 1.65 million MT respectively. The annual output of clinker is amounted to 3.3 million MT which can produce 4 million MT cement. In addition, the waste heat recycling generators of the #1 and #2 kilns can produce 105 million kWh electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.

D. Huanggang Yadong Cement Co., Ltd

The company has one kiln. The annual output of clinker amounts to 1.65 million MT which can produce 2 million MT cement.

E. Wuhan Yaxin Cement Co., Ltd

To enhance the market position and market share of the “Skyscraper” cement in Wuhan areas, Hubei Yadong Cement Co., Ltd acquired 70% share of Wuhan Xinlingyun Engineering Co., Ltd on July 2010 (90% by the end of 2013). The annual output of cement amounts to 1.2 million MT.

F. Sichuan Lanfeng Cement Corp.

To enhance the market position and market share in Chengdu area, Sichuan Yadong Cement Co., Ltd acquired 100% shares of Sichuan Lanfeng Cement Corp. Lanfeng located in Pengzhou City, Sichuan, China and owned two new dry process clinker production lines with total annual cement production capacity of 5 million MT. The waste heat recycling generators can produce 130 million kWh electricity annually. It also owned dry mix mortar plant with total annual production capacity of 1.5 million MT.

G. Yangzhou Yadong Cement Co., Ltd

The grinding factory can produce 2.7 million MT cement annually to supply the market in Yangzhou area. Besides, the mixer station can produce ready-mixed concrete for the market.

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H. Wuhan Yadong Cement Co., Ltd

The company can produce 1.7 million MT cement and 0.6 million MT slag powder annually to supply the market in Wuhan area.

  • I. Nanchang Yadong Cement Co., Ltd

The company can produce 0.6 million MT slag powder and 1.2 million MT slag cement annually to supply the market in Nanchang area.

5. Outlook for 2016 international economic situation and economic situation in Taiwan

  • A. Outlook for 2016 international economic situation:

  • i. The economy of the United States continues to expand which becomes the core of global economic growth. IMF expects that US economic growth in 2016 will be 2.86%, as an important engine of the world economy.

  • ii. Eurozone and East Asian countries maintain accommodative monetary policy, coupled with low oil and other commodity prices. They are also expected to drive the global economy forward.

  • iii. The Chinese Government continued elimination of excess capacity and the adjustment of economic structure. These weaken their growth momentum and might constraint the global economy growth.

  • iv. Due to weak domestic demand, Japan still can barely beat deflationary pressures with abenomics.

  • v. As the US Federal Reserve raising interest rates and low commodity and oil prices, emerging and developing countries will continue to face financial market fragility

  • vi. In the absence of strong incentives, the 2016 world economy growth is expected to be low and uneven; the overall growth rate will be slightly higher. According to the IMF forecast, global economic growth in 2016 will slightly increase to 3.6%. Among them, the developed countries will increase 2.2%, 0.2% higher than last year; while the emerging and developing countries will increase 4.5%, 0.5% higher than last year

B. Outlook for 2016 economic situation in Taiwan:

Despite the international organizations expect that the global economy in 2016 will be better than in 2015, which will benefit Taiwan's trade and industry. However, the economic outlook is still subject to some uncertainties, such as financial market upheaval, Chinese

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economic policy, low oil prices, the negotiations progress of free trade agreements of Taiwan.

  • i. In the financial market, the US Fed has been raising interest rates in December 2015. The subsequent changes of interest rates will affect the global exchange rate, and thus increase trading risks.

  • ii. The 2016 Chinese economic goals is to keep economic growth at a reasonable range, while focusing on economic structural reforms, destocking, deleveraging, reducing industrial capacity, and reducing costs. For Taiwan, the implementation of these policies, as well as their impact on economic growth, will affect the future of Taiwanese trade and economic development. Therefore, the Taiwan Government shall pay close attention to the economic situation in China.

  • iii. If the 2016 oil prices continued downward, which might not be lower than in 2015, the Taiwan industry will be also suffer from the shrinking demand.

  • iv. Facing the trend of trade liberalization, and free trade agreements signed by main competitors of Taiwan, such as South Korea, there will be major challenges for the Taiwan Government in 2016.

As the alternation of governing party in Taiwan in 2016, the new government will inevitably adopt new strategies facing international political and economic situation. It is foreseeable that cross-strait relations will be one of the important factors for Taiwan's 2016 economic performance.

6. Operating Prospects for cement industry across the Taiwan Strait

  • A. Cement industry in China

Chinese economy turns into medium-speed growth under its government’s policy. Meanwhile, its economic reform and restructuring will be ongoing. According to forecasts of major international institutions, the Chinese economic growth rate could maintain approximately at 6.5%~7%, indicating Chinese economic development is in transition period of adjustment. In the cement industry, the demand in 2016 will decrease 4%. Hereby lists several important policies and outlook relevant to the cement industry:

  • i. Increasingly stringent environmental standards:

China continues to strengthen the management of industrial air and water pollution, strengthen environmental protection inspection, implement comprehensive online monitoring, and enforce the revised Environmental Protection Act. These will make the 2016 energy consumption per million GDP fall by 3.4%. Small clinker production lines and grinding factories will be phased out benefiting large cement groups.

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  • ii. Over-supply condition in Chinese cement industry is controlled:

  • a. Approval for new cement production capacity is strictly control:

Under Chinese current policy for cement industry, the approval of new capacity is strictly controlled. The estimated new cement production capacity in 2016 will be less than 36 million MT.

  • b. Acceleration for the elimination of backward production capacity:

Measures includes: supply reform, elimination of excess capacity, mergers and acquisitions, debt restructuring, liquidation, and dealing with “zombie companies."

  • c. Limitation on cement production:

Cement industries in northern China applies peak-shifting production in winter. Limitation on cement production has become very important for the balance of supply and demand and profit. This requires the adjustment of production, transportation and marketing. For example, the cement industry in Sichuan Province applies peak-shifting production in 2016. Each cement production line is required to use peak-shifting production not less than 125 days annually.

iii. Accelerate overseas layout to ease overcapacity:

Since the overcapacity cement in China, China government policy supports excess capacity to move overseas. Major cement groups will accelerate the expansion of overseas markets to effectively ease the pressure of new cement production capacity in China.

  • iv. Investments boost cement demand:

  • a. In 2016, railway investments reach RMB 800 billion, and road investments reach RMB 1.65 trillion. The budget of central China government increase RMB 500 billion to invest on 20 major water conservancy projects, nuclear power and hydropower, UHV transmission, smart power grid, oil and gas pipelines, and other major urban rail project.

  • b. The adjusted real estate transaction deed tax and business tax effected from February 22, 2016. China government also relaxed mortgage controls to boost the real estate market. The Ministry of Housing has also start the construction of 7.4 million units of affordable housing in 2016.

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  • c. With the "One Belt One Road", “Integration of Beijing-Tianjin-Hebei”, “Yangtze River Economic Belt”, other new Free Trade Area, and “Eco-sponge City Construction”, construction investments in 2016 will significantly increase.

  • v. Mergers and Acquisitions enhance market concentration:

  • a. China government clearly supports mergers and acquisitions between large corporations. Coupled with financial reforms, higher environmental regulations, and stricter government enforcement, these have made small and medium size cement enterprises find themselves struggle to live. Only large cement corporations are able to survive via Mergers & Acquisition. Thus, the cement industry concentration is expected to effectively improve.

  • b. Cross shareholdings will become the prototype of Mergers & Acquisition in the future.

  • vi. Low coal prices helps improve cement profit margins:

While the China government intends to lower coal consumption, the demand for coal will continue to decrease. Furthermore, it is difficult to change oversupply in the short term. Thus, estimated coal prices will remain low and will be profitable for the cement industry.

vii. Low oil prices will help reduce transportation costs:

Oil prices continued to fall, although oil prices rebound slightly in early 2016. It is difficult to restore in short term. This will help control the transportation cost.

B. Cement industry in Taiwan

Taiwanese Public Works budget totaled NT$ 189 billion in 2016, increased NT$ 9.9 billion (+5.5%). Affected by the real estate taxes, the domestic real estate boom continues to slump. Real estate transactions significantly reduced, while housing supply increases. Meanwhile, there will be fewer applications for construction license. There is a large price gap for real estate between buyers and sellers. Moreover, because of factors such as soil liquefaction issue, reduced transaction and price of housing market is expected. The demand for cement will continue to decrease.

7 Business Goals For 2016

In highly competitive environment of both Taiwan and China, the Company will respond with its “three highs and one low” strategy which stands for “high quality, high efficiency, high environmental protection, and low cost” and exert the Company’s persistent principle, “fully sell out the estimated production volume”.

The Company has set the following goals for 2016. The estimated production volume in Taiwan is 4,360 thousand MT clinker and 4,530 thousand MT cement. The estimated sales volume in Taiwan is 5,670 thousand MT clinker and cement. The estimated production volume in

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China is 24,710 thousand MT clinker and 30,970 thousand MT cement. The estimated sales volume in China is 31,820 thousand MT clinker and cement.

8 The Operating Performance in the First Quarter of 2016

Resulting from weak cement demand and low cement prices in China in Q116, the profits in cement industry generally decline. In the first quarter of 2016, the consolidated operating income of the Company is NT $ 13,038,960 thousand, decreasing 15.12% from NT $ 15,362,530 thousand in the same period of 2015. The consolidated net profit is NT $ 194,459 thousand, decreased 87.39% from NT $ 1,542,288 thousand in the same period of 2015. As trillion RMB infrastructure investments will gradually start in China in the third quarter, benefits is expected to appear gradually.

  • Sources: Directorate-General of Budget, Accounting and Statistics,

Taiwan Institute of Economic Research,

Chinese Economic Research Institute,

Mega International Commercial Bank.

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II Company Profile

2.1 Date of Incorporation: March 21, 1957.

Paid-in Capital: NT$ 33,614,471,980.

Scope of Business:

  1. C901030 Cement manufacturing

  2. C901040 Ready-mixed concrete manufacturing

  3. B601010 Quarrying

  4. C901050 Cement and ready-mixed concrete products

  5. C901990 Non-metallic mineral products

  6. F111090 Whole sale of building materials

  7. F211010 Retail sale of building materials

  8. F401010 International trade

  9. IZ06010 Tally and packing

  10. A201010 Afforestation business

  11. H701010 Developing, leasing, and selling residential and business buildings

  12. H701020 Developing, leasing, and selling industrial factories

  13. H703100 Real estate rental & leasing

  14. H703090 Real estate sale & purchase

  15. JE01010 Rental and leasing

  16. G202010 Parking-lot business

  17. G801010 Warehousing

  18. I103060 Business management consultation services

  19. J101040 Waste treatment

In addition to permitted scope of business, the Company can broaden its business not prohibited or restricted by laws.

2.2 Company History

Responding to the Taiwan government’s second four-year economic development plan, Asia Cement Corporation (ACC) was founded on March 21, 1957 by Mr. Y.Z. Hsu and others. It built its first manufacturing plant in Hengshan Township, Hsinchu County. In 1973, in response to the government’s call to develop eastern Taiwan, the Company established its second plant in Hsincheng Township, Hualien County. Asia Cement and its “Skyscraper” brand cement have always occupied the core position in Taiwan’s cement business. For now, these two plants can produce 5 million MT of clinker annually.

The Company uses the most modern rotary kilns and introduces waste-heat recycling generators to transform waste heat and hot air into electricity. In addition, for lower cement transportation costs, Asia Cement established storage and transportation facilities in the Keelung, Taichung, Kaohsiung, and Hualien harbor. It also invested in the Group’s U-Ming Marine Transport Co., Ltd., and began using U-Ming’s bulk carriers to transport cement around Taiwan. The Company’s “Three Highs and One Low” strategy, high quality, high efficiency, high environmental protection, and low cost, along with its management capability, have given the Company the competitive edge to efficiently face challenges in the market.

The Company believes that economic growth and environmental protection can be achieved in parallel. The Company not only deployed eco-friendly equipment, but also made it a priority to re-plant vegetation in the mining areas. Now, with abundant foliage, the plant has been transformed into a beautiful park. In addition to the first certification of ISO-14001 Environmental Management Systems in Taiwan, the Hualien plant received three “Environmental

11

Protection Award” for three consecutive years, and thus was awarded a special honor in 1998. This has set the benchmark in Taiwan’s cement industry, thus making Asia Cement a model business for both economic development and environmental protection.

Besides establishing its core business, it also diversified its investment by establishing Ya Tung Ready Mixed Concrete Co., Ltd. and Ya Li Precast & Prestressed Concrete Industries Ltd. Together with Far Eastern Construction Co., Ltd. and Far Eastern General Contractor Co., Inc., Asia Cement completed its vertical integration.

ACC’s diversification strategic layout for the world not only includes the complete production and sales channels in Taiwan, it also has representative offices in Hong Kong and Singapore. Furthermore, it is also expanding into the world market, exporting cement to Southeast Asia, North America, Africa, and the Middle East Asia. Meanwhile, Asia Cement began to invest in China from 1994. Currently, with the production and sale bases in Jiangxi, Sichuan, Hubei, Yangzhou, and Shanghai, the total cement production capacity in China reaches 36 million MT. Asia Cement (China) Holdings Corporation has listed on the Main Board of the Hong Kong Stock Exchange in 2008. Asia Cement (China) Holdings Corporation will continue expand capacity through strategy cooperation, or merger & acquisition.

In the future, Asia Cement will keep maintaining its deep roots in Taiwan and continue moving forward by expanding in China and worldwide.

Major events in recent 6 years are shown as the following table:

Major events in recent 6 years are shown as the following table:
Year Major Events
Feb. 2011 The Hualien Plant successfully developed "masonry cement", and was awarded the
first CNS Mark for masonrycement in Taiwan.
Mar. 2011 The Hualien Plant was awarded “Excellent Company for Hiring Indigenous
People” byCouncil of Indigenous People,Executive Yuan.
July, 2011 The Company received A+ ranking award in the 8th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
Oct. 2011 Asia Cement received CNS Mark for Portland Cement (Type 1) since Sep. 22,
1961. Thus, the Company received "Special Honor for CNS Mark" for using CNS
Mark more than 50years.
Nov. 2011 The Hualien Plant was awarded “2011 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
May 2012 The Hsinchu Plant successfully produced "masonry cement", and was awarded the
CNS Mark for masonrycement.
July, 2012 The Company received A+ ranking award in the 9th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
July, 2013 The Company received A+ ranking award in the 10th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
Sep. 2013 The no.5 kiln(production capacity: 6000 MT clinkerper day)of Jiangxi Yadong

12

Cement Co. began operation.
Nov. 2013 The Hualien Plant was awarded “2013 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Jan. 2014 The no.6 kiln (production capacity: 6000 MT clinker per day) of Jiangxi Yadong
Cement Co. began operation.
Jan. 2014 The Company and Asia Cement (China) Holdings Corp. signed Strategic
Cooperation Agreements with Anhui Conch GroupCompanyLtd.
Apr. 2014 Sichuan Yadong Cement Co., Ltd acquired 100% shareholding of Sichuan Lanfeng
Cement Corp. on April 16,2014.
May 2014 The Company was awarded “Excellence Recognition for its collective agreement
with employees” bythe Ministryof Labor.
June 2014 The Company received A++ ranking award in the 11th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
Feb. 2015 The Company received “Golden Vessel Awards” in honor of our contribution in
environmentprotection,Taiwan International Ports Corporation.
Apr. 2015 The Company received A++ ranking award in the 12th“Information Transparency
and Disclosure RankingSystem",Securities and Futures Institute.
May 2015 The Company was ranked top 5% in “the 1stCorporate Governance Evaluation”
bythe TWSE.
June 2015 The Companyis listed in “TWSE Corporate Governance 100 Index”
Aug. 2015 The Company is ranked 39thin CommonWealth Magazine's Corporate Citizenship
Awards.
Nov. 2015 The Hualien Plant was awarded “2015 Excellent Company for Voluntary
Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau,
MOEA.
Nov. 2015 The Company’s CSR Report was awarded “Top 50 Corporate Sustainability
Report-Gold Award”,TCSA.
Jan. 2016 The Companyreceived 2015 GHG reduction award,EPA.
Apr. 2016 The Company was ranked top 6%~20% in “the 2ndCorporate Governance
Evaluation” bythe TWSE.
Apr. 2016 Sichuan Yadong Cement Co., Ltd completed second conveyor belt transporting the
limestone fromquarrydirectlyto theplant on April 2016.

During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company:

  1. Mergers and acquisitions.

  2. To restructure affiliate companies.

  3. Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding.

  4. Changes in the Company’s management.

  5. Significant changes in business modes or business scope.

13

==> picture [792 x 502] intentionally omitted <==

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

III Corporate Governance Report
3.1 Organization
3.1.1 Organization Chart
SHAREHOLDERS’
_____ Administration System
MEETING
…………….. Technology System
BOARD OF
SUPERVISORS
DIRECTORS
CHAIRMAN Remuneration
Committee
President Office
VICE CHAIRMAN
CSR Committee
PRESIDENT
Credit Committee
General Plant
Chief Engineer VICE PRESIDENT Chief Auditor
Manager Human Resource
Committee
ASSISTANT VICE IT Steering
Committee
PRESIDENT
Hualien Hsinchu Export Domestic Finance Secretarial Auditing
HR Dept.
Plant Plant Dept. Sales Dept Sales Dept Dept. Dept. Dept. Dept.
-14-- 14 -
----- End of picture text -----

3.1.2 Major Corporate Functions

Company Organization with Functions of Risk Management

Department PrimaryFunctions
Auditing Dept. Directly report to the Board of Directors. Plan and revise internal control
system, evaluating each department’s operation and procedures in order to
work out risk-management orientated annual auditing plan.
Remuneration Directly report to the Board of Directors. Prescribe and periodically review
Committee the performance and remuneration policy for directors, supervisors and
managerial officers.
President Office Assist ACC President to deal with daily affairs, plan operation strategies, and
review the middle-term and long-term investment to reduce the risks
resultingfrom improper decisions.
CSR Committee Responsible for investigating and identifying corporate sustainability issues
and to respond major considerations of stakeholders in order to implement
thegoal of sustainable development.
Credit Execute “Regulations for Managing Client’s Credit” enacted by the Company
Committee and take charge of risk control of account receivable.
Human Resource Review and advice to modify the Company’s organization structure, rules of
Committee personnel management,and other important human resource matters.
IT Steering Review all affairs relating to information operation system, office
Committee automation, internal and external website applications and information
security to the needs of operation, management and provide strategy to
prevent the risk of information securityand its efficiency.
Secretarial Dept. Handle the affairs of general services, secretary, legal affairs, public relations,
etc. Reinforce legal sense of employees to decrease the risks of violatinglaw.
HR Dept. Plan and implement HR policies to reduce relevant risks. HR Department is
also responsible forpromotingethical management of the Company.
Occupational Responsible for occupational safety and health management, formulating
Safety Office policies and supervising related affairs to ensure safety of workers and reduce
the risk and loss of occupational hazards.
Accounting Dept. Handle all accounting matters including the costs, accounts, taxation to
ensure management efficiency of the Company’s operation, the reliability of
financial report, and the adherence of related accounting regulations to reduce
companyoperation risks.
Finance Dept. Responsible for financial operation strategy, investment strategy, financial
management, and dividend strategy, as well as investor relationship in order
to minimize financial exposure, uphold financial opportunity and maximize
shareholders’ best interest.
Domestic Sales Plan and implement domestic marketing strategy, credit customers, and
Dept. identifymarket trends to achieve businessgoals and reduce relevant risks.
Export Sales Plan and implement oversea marketing strategy, credit customers, and
Dept. identifymarket trends to achieve businessgoals and reduce relevant risks.
Purchasing Dept. Handle all purchasing and contract issuing matters, setting up hedging
mechanism to cope with changes in raw materials prices and shortage of raw
materials supply.
Hsinchu Plant Take charge of R&D, production technology, quality control, planning
Hualien Plant production policies in collaboration with sales strategies to reduce production
risks.

15

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

Title Elected Date
Term
Date First Shareholding when Shareholding when Current Shareholding Current Shareholding Spouse & Minor Experience Other Position Executives, Directors or Supervisors Executives, Directors or Supervisors Executives, Directors or Supervisors
Name (Years) Elected Elected Shareholding (Education) who are spouses or within two degrees
of kinship
Shares % Shares % Shares % Title Name Relation
Chairman 2014.06.16 3 1975.04.28 22,821,897 0.69% 23,278,334 0.69% 8,124,332 0.24% Master of Chairman, Far Eastern Director Connie Hsu
Sibling
Douglas Tong Economics, New Century Corp. Director Peter Hsu Sibling
Hsu Columbia Chairman, Far Eastone Director Johnny Shih relatives by
University Telecommunications marriage
Co., Ltd
Chairman, Far Eastern
Department Stores Ltd.
Director 2014.06.16 3 1981.04.24 450,344 0.01% 459,350 0.01% 110,877 0.00% Mechanical Senior Advisor, Asia - - -
Tsai Hsiung *735,795,416 *22.33% *750,511,324 *22.33% Technology Cement (China)
Chang Section, National Holdings Corp.
Central Industrial
Director, U-Ming
College Marine Transport Corp.
(Chongqing) Director, Yuan Ze Uni.
Director 2014.06.16 3 1984.04.25 787,986 0.02% 453,745 0.01% 7,225,993 0.21% Master of Vice Chairman, Far Chairman Douglas relatives by
Johnny Shih **735,795,416 *22.33% *750,511,324 *22.33% Computer, Eastern New Century Tong Hsu marriage
Columbia Corp. Director Connie Hsu relatives by
University Vice Chairman, Oriental marriage
Union Chemical Corp. Director Peter Hsu relatives by
marriage
Director 2014.06.16 3 1987.04.16 331,794 0.01% 338,429 0.01% 0 0 S.J.D., Harvard Chairman and - - -
C.V. Chen **735,795,416 *22.33% *750,511,324 *22.33% University Managing Partner, Lee
and Li
Attorneys-At-Law
Government Consultant,
Executive Yuan
Chairman, Taipei
European School
Director 2016.03.02 3 2016.03.02 0 0 15,236 0.00% 0 0 Bachelor of Chairman, X.Z. - - -
Sui-Cheong *12,965,043 *0.39% *13,224,343 *0.39% Accounting, Ying-Chai Memorial
Ying Australian Foundation
National Chairman, Y.G. Ying
University Memorial Foundation
Director 2014.06.16 3 2005.06.09 2,315,252 0.07% 2,361,557 0.07% 0 0 Yi-Lan President, Asia Cement - - -
Kun Yen Lee *1,857,977 *0.06% *1,895,136 *0.06% Elementary
School
Corp.
Director, U-Ming
MarineTransport Corp.
Director 2014.06.16 3 2002.06.07 11,230,374 0.34% 11,454,981 0.34% 0 0 Master of Vice Chairman, Far Chairman Douglas Sibling
Peter Hsu *4,180,197 *0.13% *4,263,800 *0.13% Operations Eastern New Century Tong Hsu
Research, Corp. Director Connie Hsu Sibling
Stanford Director, Far Eastone Director Johnny Shih relatives by
University Telecommunications marriage
Master of Co., Ltd
Information
Science, UCLA
Director 2014.06.16 3 2011.06.22 11,645 0.00% 29,745 0.00% 5,358 0.00% Mechanical Vice CEO, Asia Cement - - -
Chen Kun *4,180,197 *0.13% *4,263,800 *0.13% Section, National (China) Holdings Corp.
Chang Taipei Institute of
President, Jiangxi
Technology Yadong Cement Corp.
Director 2014.06.16 3 1990.04.12 13,985,034 0.42% 14,264,734 0.42% 0 0 Bachelor of Director, Oriental Chairman Douglas Sibling
Connie Hsu *4,742,585 *0.14% *4,837,436 *0.14% Biology, Institute of Technology Tong Hsu
California State Director, Far Eastern Director Peter Hsu Sibling
University Y.Z. Hsu Science and Director Johnny Shih relatives by
Technology Memorial marriage
Foundation
Director 2014.06.16 3 2011.06.22 0 0 0 0 0 0 Bachelor of Chairman, Sinocon - - -
Ruey Long
Chen
*1,529,479 *0.05% *1,560,068 0.05% Economics,
National Chung
Industrial Standards
Foundation
Hsing University Chairman, Powerchip
Technology Corp.
Secretary General,
Cross-Strait
EntrepreneurSummit
Independent 2014.06.16 3 2014.06.16 0 0 0 0 0 0 PhD. in Honorary Professor, - - -
Director Agriculture, National Taiwan
Ta-Chou Huang Cornell University
University Chairman, The
Former Taipei Association of Parks
CityMayor And OpenSpace
Independent 2014.06.16 3 2014.06.16 0 0 0 0 0 0 PhD. in Chair Professor, Shih - - -
Director Economics, Case
Hsin University
Chi Schive Western Reserve
University
Former
Chairman,
Taiwan Stock
Exchange
Independent 2014.06.16 3 2014.06.16 0 0 0 0 0 0 PhD. in Business Honorary Chair - - -
Director Administration, Professor, Chung Yuan
Gordon S. Chen National Taiwan Christian University
University
Former
Chairman,
Financial
Supervisory
Commission
Supervisor 2014.06.16 3 1993.05.07 151,803 0.00% 154,839 0.00% 0 0 Bachelor of CEO of Public Welfare, - - -
Shaw Yi Wang *178,006,664 *5.40% *181,566,797 *5.40% Business Far Eastern Group
Administration, Director, Far Eastern
National Chung
Hsing University
Y.Z. Hsu Science and
Technology Memorial
Foundation
National Chung
Hsing University
Y.Z. Hsu Science and
Technology Memorial
Foundation
National Chung
Hsing University
Y.Z. Hsu Science and
Technology Memorial
Foundation
Supervisor
Champion Lee
2014.06.16
3
2002.06.07
0
178,006,664
0
5.40%
0
181,566,797
0
5.40%
0
0
Master of
Business
Administration,
Texas A&I
University
Supervisor, Far Eastern
New Century Corp.
Director, U-Ming
Marine Transport Corp.
-
-
-
Supervisor
Chin-Der Ou
2014.06.16
3
2014.06.16
0
3,773,989
0
0.11%
0
3,849,468
0
0.11%
0
0
Ph.D., Case
Western Reserve
University
Director, Taiwan
Construction Research
Institute
-
-
-
Supervisor
Ting Yu Tung
2014.06.16
3
2002.06.07
2,122,041
3,773,989
0.06%
0.11%
2,164,481
3,849,468
0.06%
0.11%
0
0
Ph.D., Stanford
University
President, Elite Material
Co., Ltd
Supervisor, New Asia
Construction Corp.
-
-
-
Supervisor
Kwan-Tao Li
2014.06.16
3
1978.04.21
630,330
1,476,064
0.02%
0.04%
642,936
1,505,585
0.02%
0.04%
0
0
Master, New
York University
Chief Counselor, Lee
and Li
Attorneys-At-Law
Director, Far Eastern
New Century Corp.
Director, Far Eastern
Y.Z. Hsu Science and
Technology Memorial
Foundation:
-
-
-
Note 1: Information on Directors and Supervisors that are Representatives of Institutional Investors:
Representatives of Far Eastern New CenturyCorp.:
Director Tsai HsiungChang,JohnnyShih,C.V. Chen
Representative of X.Z. Ying-Chai Memorial Foundation:
Director Sui-CheongYing
Representative of Yue DingIndustryCo.,Ltd.:
Director Kun Yen Lee
Representatives of Far Eastern Y.Z. Hsu Science and
TechnologyMemorial Foundation:
Director Peter Hsu, Chen Kun Chang
Representative of HueyKangInvestment Corp.:
Director Connie Hsu
Representative of Ta Chu Chemical Fiber Co.,Ltd:
Director RueyLongChen
Representatives of Far Eastern Medical Foundation:
Supervisor Shaw Yi Wang,Champion Lee
Representatives of Bai-YangInvestment Holdings Corp.:
Supervisor Chin-Der Ou,TingYu Tung
Representative of U-MingCorp.:
Supervisor Kwan-Tao Li
Representatives of Far Eastern New CenturyCorp.: Director Tsai HsiungChang,JohnnyShih,C.V. Chen
Representative of X.Z. Ying-Chai Memorial Foundation: Director Sui-CheongYing
Representative of Yue DingIndustryCo.,Ltd.: Director Kun Yen Lee
Representatives of Far Eastern Y.Z. Hsu Science and
TechnologyMemorial Foundation:
Director Peter Hsu, Chen Kun Chang
Representative of HueyKangInvestment Corp.: Director Connie Hsu
Representative of Ta Chu Chemical Fiber Co.,Ltd: Director RueyLongChen
Representatives of Far Eastern Medical Foundation: Supervisor Shaw Yi Wang,Champion Lee
Representatives of Bai-YangInvestment Holdings Corp.: Supervisor Chin-Der Ou,TingYu Tung
Representative of U-MingCorp.: Supervisor Kwan-Tao Li

Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors and supervisors listed above. Note 3: The shareholding excludes the shareholding that the trustor retains the power to decide the allocation of the trust fund. Note 4: There is no director or supervisor holding shares in the name of other person. Note 5: Except Director Sui-Cheong Ying, who is Australian Citizen, other Directors and supervisors are Taiwanese Citizens.

The First and Most Recent Date for Institutional Investors Elected as Directors and Supervisors The First and Most Recent Date for Institutional Investors Elected as Directors and Supervisors The First and Most Recent Date for Institutional Investors Elected as Directors and Supervisors The First and Most Recent Date for Institutional Investors Elected as Directors and Supervisors
Title Name oftheInstitutional Investors FirstDateElected MostRecentDateElected
Directors Far EasternNew Century Corp 1987.04.16 2014.06.16
X.Z.Ying-Chai Memorial Foundation 1993.05.07 2014.06.16
YueDingIndustry Co.,Ltd. 2005.06.09 2014.06.16
Far Eastern Y.Z. Hsu Science and Technology
Memorial Foundation
2005.06.09 2014.06.16
Huey Kang Investment Corp. 2008.06.17 2014.06.16
Ta Chu Chemical Fiber Co., Ltd. 2011.06.22 2014.06.16
Supervisors Far Eastern Medical Foundation 1987.04.16 2014.06.16
Bai-Yang Investment Holdings Corp. 2001.05.16 2014.06.16
U-Ming Corp. 1993.05.07 2014.06.16

Note: The first date elected as directors and supervisors are based on the annual reports of the Company.

3.2.2 Major Shareholders of the Institutional Shareholders

Name of Institutional
Shareholder
Major Shareholder of the Institutional
Shareholders
%
Far Eastern New Century
Corporation
AsiaCementCorporation 23.77
Oriental Institute of Technology 4.81
Far Eastern Medical Foundation 3.61
Far Eastern MemoryFoundation 3.13
Yuan-ZeUniversity 2.74
CathayLife InsuranceCo.,Ltd. 2.52
Shin KongLife Insurance Co.,Ltd. 2.33
NanShan LifeInsurance Co. ,Ltd. 2.32
DouglasTongHsu 1.71
China Life Insurance Co.,Ltd. 1.63
Ta Chu Chemical Fiber Co.,Ltd. Yuan DingInvestmentCompany 41.86
Yue DingIndustry Co.,Ltd. 38.76
Yue-LeeInvestmentCompany 19.38
Yue Ding Industry Co.,Ltd. FuDa TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An Ho GarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton Fu InvestmentCorp. 4.61
TaChu Chemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete
IndustriesCorp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
YuMing Co.,Ltd. 1.53
Huey Kang Investment Corp. ConnieHsu 50.58
H.G.Yang 24.71
H.M.Yang 24.71
Bai YangInvestmentCorp. Far Eastern DepartmentStores Co.,Ltd. 100.0
U-MingCorp. Far Eastern Department Stores Co.,Ltd. 100.0

-20-

3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Asia Cement Corporation Far Eastern New CenturyCorporation 22.33
Far Eastern Medical Foundation 5.40
Fubon Life Insurance Co.,Ltd. 4.34
CathayLife Insurance Co.,Ltd. 2.35
Far Eastern Department Stores Co.,Ltd. 1.81
Labor Pension Fund Committee of Far Eastern
New CenturyCorporation

1.51
Yuan-Ze University 1.41
Shin KongLife Insurance Co.,Ltd. 1.36
Labor Insurance Fund 1.34
Yu Yuan Investment Co.,Ltd 1.29
CathayLifeInsurance Co. ,Ltd. CathayFinancial HoldingCo.,Ltd. 100.0
Shin Kong Life Insurance Co. ,
Ltd.
Shin Kong Financial Holding Co; Ltd 100.0
Nan Shan Life Insurance Co. ,
Ltd.
First Commercial Bank Trustee Account For
Representative of Ruen Chen Investment
Holding Co., Ltd.
76.46
Ruen Chen Investment HoldingCo.,Ltd. 14.16
Y. T. Du 3.25
Ruen Hua Dyeing& WeavingCo.,Ltd. 0.28
Ruentex LeasingCo.,Ltd. 0.15
Chi-Pin Investment Company 0.11
Boon-Teik Koay 0.11
Taishin International Bank Trustee Account
For Nan Shan Life Insurance Co., Ltd.
0.06
Pou Chi Investments Co.,Ltd. 0.05
Pou Yih Investments Co.,Ltd. 0.05
Pou Huei Investments Co.,Ltd. 0.05
Pou HwangInvestments Co.,Ltd. 0.05
China Life Insurance Co., Ltd. KGI Securities Co.,Ltd 9.74
Funds of Saudi Arabia Central Bank at the
discretionary account of Morgan
Stanley Asset Management, in custody of JP
Morgan Chase Bank
4.62
Citi as Trustee For The Government Of
Singapore Investment Corp.
3.24
Deutsche Bank Taipei Branch in custody for
Trust and Investment Group in New York City
account

2.41
Videoland Television Network Co.,Ltd 2.35
Labor Pension Fund 1.97

-21-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
JPMorgan Chase Bank N.A. Taipei Branch in
custody for ABU DHABI Investment
Authority
1.83
JP Morgan Bank (Ireland) Plc as trustee for
INVESCO Asian Equity Core Fund account in
custody of JP Morgan Chase Bank

1.79
T. Rowe Price Emerging Markets Stock Fund
account in custody of JP Morgan Chase Bank
1.59
Fubon Life Insurance at the
discretionary account of SinoPac SITC
1.38
Yuan Ding Investment Company Far Eastern New CenturyCorporation 99.40
An Ho Garment Co.,Ltd. 0.30
Ta Chu Chemical Fiber Co.,Ltd. 0.30
Yue Ding Industry Co.,Ltd. FuDa TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An Ho GarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton Fu InvestmentCorp. 4.61
TaChuChemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete
IndustriesCorp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
YuMing Co.,Ltd. 1.53
Yue-Lee Investment Company U-MingMarine Transport Corp. 68.18
U-Ming Marine Transport (Singapore) Private
Ltd.
31.82
Fu Da Transportation Co., Ltd. Fu MingTransportation Co.,Ltd. 99.87
Asia InvestmentCorp. 0.03
Yue-Tung Investment Corp. U-MingMarine Transport Corp. 73.54
U-Ming Marine Transport (Singapore) Private
Ltd.
26.46
An Ho Garment Co.,Ltd. Far Eastern New CenturyCorporation 100.0
Ding Yuan International
InvestmentCorp.
Far Eastern New Century Corporation 100.0
Ton Fu Investment Corp. Oriental Union Chemical Corp. 100.0
Ta Chu Chemical Fiber Co., Ltd. Yuan DingInvestment Company 41.86
Yue DingIndustryCo.,Ltd. 38.76
Yue-Lee Investment Company 19.38
Ya Li Precast Prestressed
Concrete Industries Corp.
Asia Cement Corporation 83.81
Far-Eastern Construction EngineeringCo.,Ltd.
16.03
Yuan Ding Co.,Ltd. Far Eastern New CenturyCorporation 37.13
Asia Cement Corporation 35.50
Der ChingInvestment Corp. 14.50
Yuan DingInvestment Company 12.86

-22-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Yu MingTradingCorp. 0.002
Far Eastern Department Stores Co.,Ltd. 0.001
Bai Ding Investment Corp. Far Eastern Department Stores Co.,Ltd. 66.66
Bai YangInvestment Corp. 33.34
Yu Ming Trading Corp. Bai DingInvestment Co.,Ltd 47.00
Yuan DingInvestment Company 45.50
Yue DingIndustryCo.,Ltd. 5.00
Yuan DingCo.,Ltd. 1.00
Ding & Ding Management Consultants Co.,
Ltd
1.00
Yuan DingLeasingCorp. 0.50
Far Eastern Department Stores
Co.,Ltd.
Far EasternNew Century Corporation 17.06
AsiaCementCorporation 5.65
Yuan-Ze University 4.75
Yuan TongInvestmentCo.,Ltd 2.80
CathayLife InsuranceCo.,Ltd. 2.48
The committee of Employee Pension Fund of
Far Eastern DepartmentStoresCo.,Ltd.
2.22
Yu Yuan InvestmentCo.,Ltd 2.06
OrientalSecurities Corporation 1.58
Labor Pension Fund 1.54
Kai Yuan International Investment Co.,Ltd. 1.46

-23-

3.2.4 Professional Qualifications and Independence Analysis of Directors and Supervisors

Criteria
Name
Meet one of the following professional qualification requirements,
togetherwithat least five-years workexperience
Meet one of the following professional qualification requirements,
togetherwithat least five-years workexperience
Meet one of the following professional qualification requirements,
togetherwithat least five-years workexperience
Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Independence Criteria(Note) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
An instructor or higher
position in a department of
commerce, law, finance,
accounting, or other academic
department related to the
business needs of the company
in a public or private junior
college, college oruniversity

A judge, public prosecutor,
attorney, certified public
accountant, or other professional
or technical specialist who has
passed a national examination
and been awarded a certificate in
a profession necessary for the
business of the Company
Have work experience in
the areas of commerce,
law, finance, or
accounting, or otherwise
necessary for the business
of the Company
1 2 3 4 5 6 7 8 9 10
Douglas Tong Hsu ˇ ˇ ˇ ˇ ˇ
0
Tsai Hsiung
Chang
ˇ ˇ ˇ ˇ ˇ ˇ 0

Johnny Shih
ˇ ˇ ˇ ˇ 0
C.V. Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Sui-Cheong Ying ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Kun Yen Lee ˇ ˇ ˇ ˇ
ˇ ˇ ˇ 0
Peter Hsu ˇ ˇ ˇ ˇ 0
Chen Kun Chang ˇ ˇ ˇ ˇ
ˇ ˇ ˇ 0
Connie Hsu ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Ruey Long Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 3
Ta-Chou Huang ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Chi Schive ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 3
Gordon S. Chen ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 3
Shaw Yi Wang ˇ ˇ ˇ ˇ ˇ ˇ 0
Champion Lee ˇ ˇ ˇ ˇ ˇ ˇ 0
Chin-Der Ou ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Ting Yu Tung ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Kwan-Tao Li ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0

Note:

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

  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director

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of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

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

  2. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

  3. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  4. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.

  5. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

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

  7. Not been a person of any conditions defined in Article 30 of the Company Act.

  8. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

*** The Company elected 3 independent directors, Ta-Chou Huang, Chi Schive, and Gordon S. Chen on the Shareholders’ Meeting on June 16, 2014. 3.2.5 Management Team**

As of Apr. 30, 2014

Title Name Effective Date Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
President Kun Yen Lee 2000.08.01 2,361,557 0.0703 0 0 Chairman of Ya Tung
Ready-Mixed Concrete Co.,
LTD
Director,
U-Ming Marine
TransportCorp.
Chief Executive
Vice President
Y.F. Chang 2000.08.01 811 0.0000 0 0 Bachelor degree in Chemical,
Tunghai University
Director,
China Hi-Ment
Corporation
Executive Vice
President
R.H. Shao 2000.08.01 511,416 0.0152 2,442 0.0001 Bachelor degree in
Accounting, Soochow
University
Supervisor,
U-Ming Marine
TransportCorp.
Executive Vice
President
Doris Wu 2007.07.25 0 0 0 0 Bachelor degree in
Accounting, California State
University
Supervisor,
Oriental Union Chemical
Corp.
Vice President C.M. Chen 2007.07.01 39,801 0.0012 68,596 0.0020 Bachelor degree in International
Trade,TamkangUniversity
Director,
Nan Hwa Cement Corp.
Title Name Effective Date Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
Vice President W.K. Chou 2007.07.01 4,962 0.0001 0 0 Bachelor degree in Law,
Soochow University
Supervisor,
Pan AsiaCorporation
General Plant
Manager
Z.P. Chang 2009.07.01 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical
Engineering, National Taiwan
University

Supervisor,
U-Ming Marine
TransportCorp
Manager of the
Hsinchu Plant
Z.H. Qiu 2013,11,16 0 0 0 0 Bachelor degree in Chemical
Engineering, Tamkang
University
Director,
Nan Hwa Cement Corp.
Assistant Vice
President
C.P. Sue 2008.11.01 63 0.0000 0 0 Bachelor degree in Marine
Engineering, National Taiwan
OceanUniversity

Director,
Asia Cement (Singapore)
Pte.Ltd.
Assistant Vice
President
T.L. Yu 2009.09.01 122,202 0.0036 98 0.0000 Bachelor degree in Business
Administration,
University of thePhilippines
Director,
Yu Yuan Investment Co.,
Ltd
Deputy Chief
Auditor
W.H. Yeh 2013.10.16 0 0 0 0 Bachelor degree in Accounting,
Soochow University
Supervisor,
Nan HwaCementCorp.
Manager of
Domestic Sales
Dept.
M.C. Cheng 2008.11.01 0 0 0 0 Bachelor degree in Business
Administration, Feng Chia
University
Director,
Ya Li Transport Corp.
Special Assistant of
President Office
T.M. Chen 2011.01.01 147,268 0.0044 0 0 Bachelor degree in sociology,
National Taiwan University
Director,
Yu Yuan Investment Co.,
Ltd
Manager of
Secretarial Dept.
Manfred Wang 2012.10.01 0 0 0 0 Bachelor degree in Law,
Soochow University
Director,
Fu Shan Mineral Stone
Co.,Ltd.
Manager of
Accounting Dept
Nancy Kao 2013.10.16 832 0.0000 467 0.0000 Bachelor degree in Accounting,
Soochow University
Supervisor,
Asia Investment Co., Ltd

There is no manager holding shares in the name of any other person.

Managers are spouse or within second- degree of consanguinity to each other: None.

All managers are Taiwanese citizens.

3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents

  1. Remuneration of Directors Unit: NT $1,000
Title Name Remuneration of Directo Remuneration of Directo Remuneration of Directo Remuneration of Directo rs rs rs rs Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the status of employee status of employee Total Amount
(A+B+C+D+E
+F+G)/Net Income
Total Amount
(A+B+C+D+E
+F+G)/Net Income
Other remuneration
from investment
business except
subsidiary
Compensation (A) Pensions(B) Directors
Remuneration(C)
Operating Allowance
(D)
Salary, Reward,
and Allowance
etc.(E)
Pensions(F) Employees Compensation (G)
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All companies* ACC All
companies*
Cash Bonus Cash Bonus
Chairman Douglas Tong Hsu 8,269 8,940 0 0 18,000 18,545 120 1,723 2.197% 2.463% 0 0 0 0 0 0 2.512% 2.837% 162,613
Director Far Eastern
New Century
Corp.
0 0 0 0 20,500 20,500 0 0 0 0 0 0 0 0 0
Director Far Eastern
New Century
Corp.
Representative:
Tsai HsiungChang
1,100 1,100 0 0 14,400 14,851 120 1,242 3,622 3,871 108 108 3,786 3,786 24
Director Far Eastern
New Century
Corp.
Representative:
JohnnyShih
0 1,696 0 0 12,600 13,736 120 120 0 0 0 0 0 0 40,837
Director Far Eastern
New Century
Corp.
Representative:
C.V. Chen
2,100 2,239 0 0 28,538 30,985 906 4,029 4,587 7,168 108 108 3,118 3,118 37,967
Director X.Z.Ying-Chai
Memorial Foundation
Representative:
He-Shan Ying
(relieved)
Sui-CheongYing
Director Yue Ding Industry
Co., Ltd.
Representative:
Kun Yen Lee
Director
Director
Far Eastern Y.Z.
Hsu Science and
Technology
Memorial Foundation
Representatives:
Peter Hsu
Chen Kun Chang
Director Ta Chu Chemical
Fiber Co.,Ltd
Representative:
RueyLongChen
Huey Kang
Investment Corp.
Representative:
Director Connie Hsu
Independent Ta-Chou Huang
Director
Independent Chi Schive
Director
Independent Gordon S. Chen
Director

Please refer to Consolidated Operational Report for the list of All Companies.

Pensions funded according to applicable laws.

No stock bonus, warrant, or restricted stock awards for employees have been distributed from ACC and all companies listed in consolidated operational report. Director Tsai Hsiung Chang is assigned one vehicle. The monthly rental is NT$ 79,300, and the annual remuneration of the driver is about NT$ 700,000. Director and President Kun Yen Lee is assigned one vehicle. The monthly rental is NT$ 77,900, and the annual remuneration of driver is about NT$ 700,000.

Within recent two fiscal years, all ACC directors’ remuneration accounted for 2.317 and 2.512% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 2.176 and 2.837% of net income received from those companies.

Classification of Remuneration
Paid to ACC Directors
Name of Directors Name of Directors Name of Directors Name of Directors
A+B+C+D
(Please refer to listed information above)
A+B+C+D+E+F+G
(Please refer to listed information above)
ACC All companies listed in
Consolidated Operational
Report
ACC All companies listed in
Consolidated Operational
Report
Under NT$2,000,000 Yue Ding Industry Co., Ltd.,
C.V. Chen, He Shan Ying,
Sui-Cheong Ying, Connie Hsu,
Ruey Long Chen, Chen Kun
Chang, Ta-Chou Huang, Chi
Schive,Gordon S. Chen
Yue Ding Industry Co., Ltd.,
C.V. Chen, He Shan Ying,
Sui-Cheong Ying, Connie Hsu,
Ruey Long Chen, Ta-Chou
Huang, Chi Schive, Gordon S.
Chen
Yue Ding Industry Co., Ltd.,
C.V. Chen, He Shan Ying,
Sui-Cheong Ying, Connie Hsu,
Ruey Long Chen, Chen Kun
Chang, Ta-Chou Huang, Chi
Schive,Gordon S. Chen
Yue Ding Industry Co., Ltd.,
C.V. Chen, He Shan Ying,
Sui-Cheong Ying, Connie Hsu,
Ruey Long Chen, Ta-Chou
Huang, Chi Schive, Gordon S.
Chen
NT$2,000,000NT$5,000,000 - Chen Kun Chang - Chen Kun Chang
NT$5,000,000NT$10,000,000 Huey Kang Investment Corp.,
X.Z.Ying-Chai Memorial
Foundation, Ta Chu Chemical
Fiber Co.,Ltd, Far Eastern
Y.Z.Hsu Science and
Technology Memorial
Foundation,Peter Hsu
Huey Kang Investment Corp.,
X.Z.Ying-Chai Memorial
Foundation, Ta Chu Chemical
Fiber Co.,Ltd, Far Eastern
Y.Z.Hsu Science and
Technology Memorial
Foundation
Huey Kang Investment Corp.,
X.Z.Ying-Chai Memorial
Foundation, Ta Chu Chemical
Fiber Co.,Ltd, Far Eastern
Y.Z.Hsu Science and
Technology Memorial
Foundation,Peter Hsu
Huey Kang Investment Corp.,
X.Z.Ying-Chai Memorial
Foundation, Ta Chu Chemical
Fiber Co.,Ltd, Far Eastern
Y.Z.Hsu Science and
Technology Memorial
Foundation
NT$10,000,000NT$15,000,000 Johnny Shih, Kun Yen Lee Peter Hsu, Kun Yen Lee Johnny Shih -
NT$15,000,000NT$30,000,000 Douglas Tong Hsu,
Tsai HsiungChang,
Douglas Tong Hsu,
Tsai HsiungChang,Johnny
Douglas Tong Hsu,
Tsai HsiungChang,
Tsai Hsiung Chang,
Kun Yen Lee
Far Eastern New Century
Corp.
Shih, Far Eastern New Century
Corp.
Kun Yen Lee, Far Eastern New
CenturyCorp.
Far Eastern New Century
Corp.
NT$30,000,000NT$50,000,000 - - - Peter Hsu
NT$50,000,000NT$100,000,000 - - - Johnny Shih
Over NT$100,000,000 - - - Douglas Tong Hsu
Total 20 20 20 20

The remuneration of directors is paid in consideration of the Company’s operating performance and individual contribution.

The salaries of executive directors have reference to the payment of employees and industry standards.

The remuneration for directors and supervisors is not more than 2.5% of profit of the current year.

Each Director has agreed regarding to the principle of distribution of remuneration.

The Remuneration Committee has approved current remuneration system for directors and Supervisors.

  1. Remuneration of Supervisors Unit: NT 1,000
Title Name Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Total Amount
(A+B+C)/Net Income
Total Amount
(A+B+C)/Net Income

Other
remuneration
from investment
business except
subsidiary
Compensation (A) Supervisors
Remuneration from
Distributable
Earnings(B)
Operating Allowance
(C)
ACC All
companies*
ACC All
*companies **
ACC All
*companies **
ACC All
*companies **
Supervisor Far Eastern Medical Foundation
Representatives: ShawYiWangand Champion Lee
0 1,100 25,239 25,239 408 408 0.528% 0.550% 45,180
Supervisor Bai-Yang Investment Holdings Corp.
Representative: Ting Yu Tung
Representative: Chin-Der Ou
Supervisor U-Ming Corp.
Representative: Kwan-Tao Li
  • Please refer to Consolidated Operational Report for the list of All Companies.

  • Supervisor received no salary and other services paid by ACC and all companies listed in consolidated operational report.

  • Within recent two fiscal years, all supervisors’ remuneration, which are mainly transportation allowance and remuneration from distributable earnings, accounted for 0.544 and 0.528% of ACC net income; Total supervisors’ remuneration paid by all companies listed in consolidated operational report accounted for 0.467 and 0.550% of net income received from those companies.

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Classification of Remuneration Paid to ACC
Supervisors
Name of Supervisors Name of Supervisors
A+B+C(Please refer to listed information above)
ACC All companies listed in Consolidated Operational Report
Under NT$2,000,000 Shaw Yi Wang, Champion Lee, Kwan-Tao Li, Chin-Der Ou Chin-Der Ou
NT$2,000,000NT$5,000,000 - -
NT$5,000,000NT$10,000,000 U-Ming Corp., Bai-Yang Investment Holdings Corp., Far
Eastern Medical Foundation,TingYu Tung
U-Ming Corp., Bai-Yang Investment Holdings Corp., Far
Eastern Medical Foundation,TingYu Tung,Kwan-Tao Li
NT$10,000,000NT$15,000,000 - -
NT$15,000,000NT$30,000,000 - Shaw Yi Wang,Champion Lee
NT$30,000,000NT$50,000,000 - -
Total 8 8
  • The remuneration of supervisors is paid in consideration of the Company’s operating performance and individual contribution.

  • The remuneration for directors and supervisors is not more than 2.5% of profit of the current year.

Each Supervisor has agreed regarding to the principle of distribution of remuneration.

  • The Remuneration Committee has approved current remuneration system for Directors and Supervisors.

3. Remuneration of President and Vice Presidents

Unit: NT1000 Unit: NT1000 Unit: NT1000
Title Name Salary(A) Pensions(B) Reward and
Allowance etc. (C)
Employees bonus
from Distributable
Earnings (D)
Total Amount
(A+B+C+D)/Net
Income
Other
remuneration
from investment
business except
subsidiary
ACC All
companies*
ACC All
companies*

ACC
All
companies*
ACC All
*companies **
ACC All
companies*

Cash
Bonus
Cash
Bonus
President Kun Yen Lee
19,130
20,207 756 756 8,164 8,205 17,397 17,397 0.935%
0.958%
2,091
Chief Executive Vice President Y.F. Chang
Executive Vice President R.H. Shao
Executive VicePresident Doris Wu
Vice President C.M. Chen
Vice President W.K. Chou
General Plant Manager Z.P. Chang
  • Please refer to Consolidated Operational Report for the list of All Companies.

  • Pensions funded according to applicable law.

  • No stock bonus, warrant, or restricted stock awards for employees have been distributed from ACC and all companies listed in consolidated operational report.

  • The chief executive vice president of the Company, Y.F. Chang is assigned one vehicle. The monthly rental is NT 44,400.

  • Within recent two fiscal years, total remuneration of the President and Vice Presidents accounted for 0.442% and 0.935% of ACC net income. Total amount of President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.410% 0.958% of net income received from those companies.

Classification of Remuneration Paid to
ACC President
and Vice Presidents
Name of President and Vice Presidents Name of President and Vice Presidents
ACC All companies listed in Consolidated Operational Report
NT$2,000,000NT$5,000,000 - -
NT$5,000,000NT$10,000,000 Kun Yen Lee, Y.F. Chang, R.H. Shao,
Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang
Kun Yen Lee, Y.F. Chang, R.H. Shao,
Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang
Total 7 7
  • The remuneration of President and Vice Presidents is divided into two parts:

  • Monthly salary based on fixed salary rank.

  • Based on ACC’s bonus system, bonus and compensation are distributed mainly in consideration of the Company’s operating performance and individual annual performance.

  • The Remuneration Committee has approved current remuneration system for the President and Vice Presidents.

3.2.7 Employees Remuneration to Management Team

Unit: NT 1,000

Unit: NT1,000
Title Name Stock Bonus Cash Bonus Total Amount Total Amount/Net Income
Executive
Officers
President Kun Yen Lee 0 13,740 13,740 0.283%
Chief Executive Vice President Y.F. Chang
Executive Vice President R.H. Shao
Executive Vice President Doris Wu
Vice President C.M. Chen
Vice President W.K. Chou
General Plant Manager Z.P. Chang
Manager of the Hsinchu Plant Z.H.Qiu
Assistant Vice President C.P. Sue
Assistant Vice President T.L. Yu
DeputyChief Auditor W.H. Yeh
Manager of Domestic Sales Dept. M.C. Cheng
Special Assistant of President Office T.M. Chen
Manager of Secretarial Dept. Manfred Wang
Manager of AccountingDept. NancyKao
  • The proposed amounts of 2015 managers’ remunerations need to be approved by the 2016 regular shareholders’ meeting.

3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration

Unit: NT 1000

Unit: NT1000
Rank Title Name Stock Bonus Cash Bonus Total Amount
1 President Kun Yen Lee 0 11,580 11,580
2 Chief Executive Vice President Y.F. Chang
3 Executive Vice President Doris Wu
4 Executive Vice President R.H. Shao
5 General Plant Manager Z.P. Chang
6 Vice President C.M. Chen
7 Vice President W.K. Chou
8 Assistant Vice President T.L. Yu
9 DeputyChief Auditor W.H. Yeh
10 Manager of Domestic Sales Dept. M.C. Cheng
  • The employees remuneration comes from the profits of 2015.

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

There are 6 meetings of the 25[th] Board of Directors held in the period from January 1, 2015 to May 15, 2016. Directors’ attendance condition was as follows:

Title Name Name ~~Attendance~~
in Person
~~By~~
Proxy
~~Attendance~~
Rate
Notes
Chairman Douglas Tong Hsu 6
0
100% Reappointment
Jun.16, 2014
Director Representatives
of Far Eastern
New Century
Corp.
Tsai Hsiung
Chang
6 0 100% Reappointment
Jun.16, 2014

Johnny Shih
6 0 100% Reappointment
Jun.16, 2014
C.V. Chen 5 1 83% Reappointment
Jun.16, 2014
Director Representative of
X.Z. Ying-Chai
Memorial
Foundation
He-Shan Ying 2 1 66% Relieved
Nov. 5, 2015
Sui-Cheong
Ying
2 0 100% Reappointment
Mar. 2, 2016
Director Representative
of Yue Ding
Industry Co., Ltd.

Kun Yen Lee
6 0 100% Reappointment
Jun.16, 2014
Director
Representatives
of Far Eastern
Y.Z. Hsu Science
and Technology
Memorial
Foundation
Peter Hsu 6 0 100% Reappointment
Jun.16, 2014
Chen Kun
Chang
5 1 83% Reappointment
Jun.16, 2014
Director Representative of
Ta Chu Chemical
Fiber Co.,Ltd
Ruey Long
Chen
3 3 50% Reappointment
Jun.16, 2014
Director Representative of
Huey Kang
Investment Corp.
Connie Hsu 5 0 83% Reappointment
Jun.16, 2014
Independent
Director

Ta-Chou Huang
6 0 100% Newly-elected
Jun.16, 2014
Chi Schive 6 0 100% Newly-elected
Jun.16, 2014
Gordon S. Chen 4 0 67% Newly-elected
Jun.16, 2014
Other mentionable items:
1. All 3 independent directors gave us valuable opinions with no objection or expression of reservations
in meeting minute or written statement.
2. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of
motions, causes for avoidance and voting should be specified: None.
3. Measures taken to strengthen the function of the Board:
Goals:
To enhance corporate governance and the function of the Board by enacting “the Procedures for
Evaluating the Board of Directors’ Performance”
Implementation Status and Assessment:
A. The Board enacted “the Procedures for Evaluating the Board of Directors’ Performance” on May
13, 2015 and disclosed on the Company’s website.
B. Secretarial Department reviewed the Self-Assessment Questionnaire of the Board and calculated a
weighted average score, andreported to theBoard on May10,2016.

-33-

  • C. Among all evaluation items, there are two items to be further improved, "the minimum annual training hour of directors" and "6 meetings of the Board annually", while other items meets good performance.

  • D. This is the first Self-assessment of Board, and the Board paid high attention on this matter. This is very helpful to implement corporate governance and to enhance the function of the Board.

3.3.2 Audit Committee

Article 14-4 of the Securities and Exchange Act provided that a listed company shall establish either an audit committee or supervisors, and the audit committee shall be composed of all independent directors. The Company elected three independent directors in 2014 shareholders’ meeting. The Company will amend the Articles of Incorporation of Asia Cement Corporation in 2016 and establish Audit Committee in 2017 pursuant to government regulations.

-34-

3.3.3 Attendance of Supervisors for Board Meeting

There are 6 meetings of the 25[th] Board of Directors held in the period from January 1, 2015 to May 15, 2016. Supervisors’ Attendance Condition was as follows:

Title Name Name Attendance
in Person
Attendance rate Notes
Supervisor Representatives
of Far Eastern
Medical
Foundation
Shaw Yi Wang 6 100% Reappointment
Jun.16,2014
Champion Lee 5 83% Reappointment
Jun.16,2014
Supervisor Representatives
of Bai-Yang
Investment
Holdings Corp.
Chin-Der Ou 4 67% Newly-elected
Jun.16,2014
Ting Yu Tung 5 83% Reappointment
Jun.16, 2014
Supervisor Representative of
U-Ming Corp.
Kwan-Tao Li 5 83% Reappointment
Jun.16,2014
Other mentionable items:
1.Organization and Responsibilities of Supervisors:
A. Communications with employees and shareholders:
In ACC, the labor relation is harmonious, information is open, and communication channels among
different functions and levels are unblocked. Therefore, there is no affair with which employees
and shareholders should communicate.
B. Communications with internal audit manager and CPA:
(1) Internal audit manager reports audit business and implementation status to Supervisors every
half year.
(2) CPA and accounting manager report financial and operation business to Supervisors every
year.
2. If supervisors make any statement in BOD meetings, the following information should be disclosed-
the date of BOD, the term of BOD, the contents and resolutions of motions, and the follow-up of
supervisors’ statements:
In the recent fiscal year, Supervisors attended BOD meeting and participated in discussion. No
opposition has been made bySupervisors to anymotions and company policies.

-35-

3.3.4 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies”

Listed Companies”
Evaluation Item Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
1. Does the company establish and disclose the
Corporate Governance Best-Practice Principles
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?
V The Company has established the Corporate
Governance Codes with reference to “Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies” on Nov. 11,
2014. The information has been disclosed on
MOPS and the Company’s website.
None
2. Shareholding structure & shareholders’ rights
(1) Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement
based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?


V
V
The Company has appointed spokesman or his
deputy as well as stock agency, Oriental Security
Corporation, to handle these issues. If involved
in litigation matters, the spokesman will handle
that with the Secretarial Department, and legal
staff. If significant event happens, legal
consultants, Lee and Li, and accounting
consultants, Deloitte & Touche, will help deal
with the matter. This complies with our internal
operating procedures.
The Company keeps tracking the list of
shareholders and follows the Article 3 of Market
Information Post Regulation Reporting by Listed
Companies to post related information within
one month after the end of annual shareholders’
meetings.





None
None

-36-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies”and Reasons
Yes No Abstract Illustration
(3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
V
V
In addition to enacting “Regulations for
Monitoring Subsidiaries” as the risk management
mechanism for its subsidiaries, the Company has
also enacted “Regulations for Managing Client’s
Credit” and assigned the Credit Committee to be
responsible for risk control of accounts receivable.
Meanwhile, to establish risk management and
firewall, we have signed up with affiliates for
“Procedures of Assets Acquisition and Disposal”,
“Procedures for Loaning of funds to Others”,
“Procedures for Endorsement and Guarantee,”
and “Rules on the Management of Related Party
Transaction.”
The Auditing Department will report regularly to
the Board of Directors and Supervisors about any
abnormal conditions and their improvements.
The Auditing Department will also report to the
Financial Supervisory Commission and other
government agencies in accordance with relevant
regulations.
The Board of Director approved “the Procedure
Dealing with Internal Material Information of
Asia Cement Corporation” on December 21,
2009. It states that “directors, supervisors,
managers and other employees shall not disclose
internal material information to others, nor
involve in any transaction of the Company’s
stockor any other forms ofsecurity.”




None
None

-37-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
V The Board members considered its member
diversification and approved “strengthening the
function of the Board” Section of “the Corporate
Governance Codes”. The Company adopts
candidate nomination system for the election of
directors/supervisors. In addition to the
assessment of each candidate's education and
experience, opinion of the stakeholder and full
compliance with “the election rules for directors
and supervisors" and “Corporate Governance
Codes” are also considered.
In the members of the 25thBoard of Directors,
except for one female member, there are
members who have abilities of leadership,
operation analysis, management, crisis
management, industry knowledge and
international view, such as Douglas Tong Hsu,
Tsai Hsiung Chang, Johnny Shih, Peter Hsu, Kun
Yen Lee, and Chen Kun Chang. Members who
represent public welfare are He Shan Ying and
Connie Hsu. C.V. Chen specializes in legal
matters. Ruey Long Chen served as Minister of
Economy. As for independent directors, Ta-Chou
Huang Chi Schive, and Gordon S. Chen, they are
expert in administrative management and
financial matters.It isalsomentionablethat


None

-38-

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No
Abstract Illustration
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
V Ta-Chou Huang had served in agriculture affair
for the government. He gave us many advices in
green vegetation and environmental protection of
plants and mines.
In summary, the present members of the Board
do have diversity.
The diversified policy for the composition of the
Board of Directors has been disclosed on the
Company’s website and MOPS.
The Company has established Remuneration
Committee. The Company will amend the
Articles of Incorporation of Asia Cement
Corporation in 2016 to establish Audit
Committee in 2017 pursuant to government
regulations.
Other voluntarily established functional
committees are:
Human Resource Committee:
Review and advice to modify the Company’s
organization structure, rules of personnel
management, and other important human
resource matters.
Credit Committee:
Execute “Regulations for Managing Client’s
Credit” enacted by the Company and take charge
of risk control of account receivable.
CSR Committee:

None

-39-

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No
Abstract Illustration
(3) Does the company establish a standard to
measure the performance of the Board, and
implement it annually?
V Responsible for investigating and identifying
corporate sustainability issues and to respond
major considerations of stakeholders in order to
implement the goal of sustainable development.
IT Steering Committee:
Review all affairs relating to information
operation system, office automation, internal and
external website applications and information
security to the needs of operation, management
and provide strategy to prevent the risk of
information security and its efficiency.
The company enacted “Procedures for
Evaluating the Board’s Performance” on May 13,
2015 and conducts it annually.
Evaluation methods:
1. Self-assessment of Board members
Board members fill in the” Self-Assessment
Questionnaire for Board Members” at the end
of each year.
2. Assessment by Secretarial Department:
Secretarial Department will evaluate
evaluation items at the end of each year and
modify evaluation items if needed.
3. Procedures:
a. regularly review the effectiveness of the
evaluation.
b. at the end of each year, Secretarial
Department will review the
Self-AssessmentQuestionnaireand

None

-40-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
(4) Does the company regularly evaluate the
independence of CPAs?
V evaluation items, calculate a weighted
average score, and report to the Board of
Directors.
4. Implementation:
At the beginning of each year, Secretarial
Department will remind every Board’s
member about items in the Self-Assessment
Questionnaire and other issues, such as
“recognition and discussion issues of the
Board in accordance with law, "Quarterly
meeting requirement of the Board", "rules
regarding to conflicts of interests of
Directors", "the minimum annual training
hour of directors", and “to enhance attendance
rate of board of directors and shareholders
meeting”.
Secretarial Department reviewed the
Self-Assessment Questionnaire of the Board
and calculated a weighted average score, and
reported to the Board on May 10, 2016.
The Procedures for Evaluating the Board of
Directors’ Performance has been disclosed on
the Company’s website.
1. The Company has evaluated the independence
of CPAs according to Certified Public
Accountant Act and the Norms of Professional
Ethics for Certified Public Accountant of the
Republic ofChina, No.10,“Integrity,

None

-41-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
Objectivity, and Independence”.
2. The Board of Directors approved the
following 15 independent CPAs assessment
items on March 25, 2016:
a. As of the most recent year, no CPA served
for the Company for seven consecutive
years without replacement.
b. No CPA has conflicts of interests with the
Company.
c. CPAs do avoid any improper relationship
with the company.
d. Assistants of CPAs do comply with honesty,
objectivity, and independence.
e. No CPA has worked for the Company. So
there is no time limit for the auditing of
annual financial statements.
f. No qualification of CPAs has been used by
others.
g. CPAs have no shareholding of the Company
and its affiliates.
h. There is no lending of funds between CPAs
and the Company and its affiliates.
i. There is no joint venture or sharing of
interests between CPAs and the Company
and its affiliates.
j. CPAs receive no regular payroll from the
Company and its affiliates.
k. CPAs do not involve in the management
and decision-making of the Companyand

-42-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
its affiliates.
l. CPAs do not run any business that might
hurt their independence.
m. There is no CPA who is the spouse, lineal
blood relatives, relatives by marriage, or
collateral relatives by blood within two
generations of any management team
member.
n. CPAs charge no commission in any
business-related field.
o. No CPA is fined nor has other issues that
damage his independence.
The Board of Directors received a declaration
of independence issued by CPAs.
The Company regularly checks its affiliates for
items g-k for the independence of CPAs.
The Board of Directors will periodically
evaluate the independence of a CPA every year
in March.
4. Does the company establish a communication
channel and build a designated section on its
website for stakeholders, as well as handle all the
issues they care for in terms of corporate social
responsibilities?
V The Company provides “Stakeholder Area”
section of the Company’s website for the
communication channel with shareholders and
stakeholders with respect to any CSR issues.
http://www.acc.com.tw/
None
5. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?
V The Company designates stock agency, Oriental
Security Corporation, to deal with shareholder
affairs.
None

-43-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
6. Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
V
V
The Company has set up a Chinese/English
website (www.acc.com.tw) to disclose
information regarding the Company’s financials,
business and corporate governance status.
The Company has assigned a spokesman or his
deputy to handle information collection and
disclosure.
The Company will also convene the institutional
investors’ conference upon request and post
relevant information on MOPS and ACC
website. Please refer to Section 3.3.4 7(2)
Investor Relations of this Annual Report.
None
None
7. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but
not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’
training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations
policies, and purchasing insurance for directors and supervisors)?
(1) Status of employee rights and employee wellness:
Please refer to the “Section 5.5 Labor Relation” of this Annual Report.
(2) Investor Relations:
For the efficient communication between investors and the Company, in addition to the spokesman or his deputy, the Company specifies its
Finance Department to serve as investor relation contact. Moreover, the Company will attend or hold investor conference if necessary. In
order to ensure the information symmetry of disclosure, the Company will post relevant information and materials to MOPS and the
Company's website.
(3) Supplier relations:
The Company regards our suppliers as partners. Except requiring good service, high quality, and reasonable prices to our suppliers, the
Company also brings our construction contractors into its safety management system, and set up safety regulations for contractors, such as
access control andissuing constructionpermission,andholdstraining coursestohelp contractorsfulfillsafetyrequirements.

-44-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
Yes No Abstract Illustration
(4) Stakeholders’ Rights:
For the transparency and timely disclosure of the Company, the information of finance, business, and corporate governance could be accessed
on the Company’s website and MOPS in both Chinese and English.
(5) The training for directors and supervisors:
Please refer to section 3.3.8 for detail.
(6) Risk managements and assessments:
Based on the principles of “protecting assets, promote interests, reducing damages and ensuring sustainable development" of the Company,
the Company forms its company organization with functions of risk management. Please refer to section 3.1.2 for detail. Besides of routine
business goals, each departments of the Company would timely adjust to rapidly-changing world for risk management.
(7) Customer policy:
The Company serves its customers with the principles of “good service, high quality, and reasonable prices, and customer-oriented”. The
Company will also meet all customers’ need by stringent quality control.
(8) Responsibility insurance purchase for directors and supervisors: None.
However, since some listed companies of the Far Eastern Group have purchased responsibility insurance for directors and supervisors, the
Company will report thismatterto theBoardfordecision-making.
8. Has the company implemented a self-evaluation report on corporate governance or has it authorized any other professional organization to
conduct such evaluation? If so, please describe the opinion from the Board, the result of self or authorized evaluation, the major deficiencies,
suggestions, or improvements.
(1) The Company was ranked top 5% in “the 1stCorporate Governance Evaluation” by the TWSE.
(2) The Company was ranked 6%~20% in “the 2ndCorporate Governance Evaluation” by the TWSE.
(3) The Company received A++ ranking award in 2014 and 2015 “Information Transparency and Disclosure Ranking System", Securities and
Futures Institute.
(4) The 2015 CSR report of the Company (published on 2016) completed external assurance by SGS Taiwan Limited.

-45-

3.3.5 The Composition, Duty, and Implementation Status of the Remuneration Committee

1. Professional Qualifications and Independence Analysis of Members of the Remuneration Committee

Position1 Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
FiveYears Work Experience

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2

Independence Criteria2
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Members of the
Remuneration
Committee
Note3
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other
Academic Department Related
to the Business Needs of the
Company in a Public or
Private Junior College,
College orUniversity
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and been
Awarded a Certificate in a
Profession Necessary for the
Business ofthe Company
Have Work Experience in
the Areas of Commerce,
Law, Finance, or
Accounting, or Otherwise
Necessary for the
Business of the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Chi Schive V V V V V V V V V V V V 3 Yes
Other L.Z. Dong V V V V V V V V V V V V 2 -
Other S.Y. Su V V V V V V V V V V V 1 -
Other M.X. Lin V V V V V V V V V V V 1 -

*The 2[nd] Remuneration Committee established on June 24, 2014.

Note1: Please specify the members’ position: director, independence director or others.

Note2: Please tick the corresponding boxes if each member has been any of the following during the two years prior to being elected or during the term of office.

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

  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

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

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.

  7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  8. Not been a person of any conditions defined in Article 30 of the Company Act.

  9. Note3: If the member is a director, please specify whether he/she fulfills the qualification set in the paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded over the Counter.”

-46-

2. Implementation Status of the Remuneration Committee

There are 4 members of the Remuneration Committee. Their terms of office start from June 24, 2014 to June 23, 2017. Totally, 5 meetings of the Remuneration Committee were held as of May 15, 2016. Members’ attendance condition was as follows:

Position Name Attendance
in Person
Attendance
in Proxy
Attendance rate Notes
Convener Chi Schive 5 0 100 Incumbent
Member L.Z. Dong 4 1 80 Incumbent
Member S.Y. Su 5 0 100 Incumbent
Member M.X. Lin 5 0 100 Incumbent
Other mentionable items:
1. If the board of directors declined to adopt, or modified a recommendation of the Remuneration
Committee, please specify the date, term, content, resolution, and the Company’s processing
situations for Remuneration Committee’s resolution: None.
2. If any objections or reservations expressed by any committee member in record or in written to
Remuneration Committee’s resolution, please specify the date, term, content, and the
committee’sprocessingsituations for objections or reservations: None.

-47-

3.3.6 Corporate Social Responsibility

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No
Abstract Explanation
1. Corporate Governance
Implementation
(1) Does the company
declare its corporate
social responsibility
policy and examine the
results of the
implementation?
V The Company enacted “Corporate Social Responsibility Policy” on Nov. 11,
2014 and published first CSR report on Dec. 2014. These have been disclosed on
the Company’s website.
The CSR Committee (operated by the Secretarial Department) will report to the
Board on May and November about the implement status and review of the CSR
policy.
The highlight for the CSR report lists as following:
1. 2015 performance:
(1) Energy Saving Performance: 10,326.9 CO2e.
(2) Water recycling rate of the Hsinchu plant and Hualien plant: 86%.
(3) Visitors for our Butterfly Garden the Ecological Park: 7,239 people.
(4) The Company is rated as “Taiwan Top Salary 100 Index”, TWSE.
2. Rewards:
(1) Golden Vessel Awards in honor of our contribution in environment
protection, Taiwan International Ports Corporation.
(2) A++ ranking award of the 2015 “Information Transparency and Disclosure
Ranking System", Securities and Futures Institute.
(3) Top 5% in “the 1stCorporate Governance Evaluation” by the TWSE.
(4) The Company is listed in “TWSE Corporate Governance 100 Index”.
(5) The Company is ranked 39th in CommonWealth Magazine's Corporate
Citizenship Awards.
(6) “2015 Excellent Company for Voluntary Reduction of Greenhouse Gas
Emissions” award by the Industrial Development Bureau, MOEA.
(7) The Company’s CSR Report was awarded “Top 50 Corporate









None

-48-

(2) Does the company
provide educational
training on corporate
social responsibility on a
regular basis?
V Sustainability Report-Gold Award”, TCSA.
(8) The Company received 2015 GHG reduction award, EPA.
(9) Top 6%~20% in “the 2ndCorporate Governance Evaluation” by the TWSE.
(10)The Company is ranked in top 40 by Global Views Monthly CSR Award.
Human Development Center of the Far Eastern Group regularly provides training
for directors, supervisors, managers and staff about CSR topics
HR Department of the Company also irregularly provides CSR-related seminars.


None
(3) Does the company
establish exclusively (or
concurrently) dedicated
first-line managers
authorized by the board to
be in charge of proposing
the corporate social
responsibility policies and
reporting to the board?


V
CSR Committee established on Nov. 11, 2014 and is responsible for
investigating and identifying CSR issues (operated by the Secretarial
Department).
The CSR Committee (operated by the Secretarial Department) will report to the
Board on May and November about the implement status and review of the CSR
policy. The Secretarial Department will report the effectiveness about CSR
activity twice a year.





None
(4) Does the company
declare a reasonable
salary remuneration
policy, and integrate the
employee performance
appraisal system with its
corporate social
responsibility policy, as
well as establish an
effective reward and
disciplinary system?
V Except for consideration of education, work experience, license or permits, and
professional technology, the Company’s salary remuneration policy will not
discriminate any employee regardless of gender, age, race, religion, marital, and
family status.
The Company has a fair and reasonable salary payment system, and participates
in market salary surveys annually to ensure that the Company lists among the
highest salaries range within the cement industry.
The Company is rated as "Taiwan Top Salary 100 Index", TWSE in 2015.
Both our Hsinchu and Hualian Plant have signed collective agreement with
employees. The Company and the Labor Union received “Excellence
Recognition for its collective agreement with employees” (Ministry of Labor).







None

-49-

Employees’ performances are reviewed based on their working performance,
training achievements, and volunteer service according to the Company’s
employees working rule. There is a clear reward and punishment system. Please
refer to"Human resources" and"Employee welfare" inourCSR report.


2. Sustainable Environment
Development
(1) Does the company
endeavor to utilize all
resources more efficiently
and use renewable
materials which have low
impact on the
environment?
V For many years, the Company is devoted to enhance its utilization efficiency of
resources and to use renewable materials, such as slag and gypsum from
steelworks and power plants. This can greatly reduce the need for natural
resources.



None
(2) Does the company
establish proper
environmental
management systems
based on the
characteristics of their
industries?
V In November 1996, the Hualien plant of the Company became one of the first
organizations in Taiwan to receive ISO-14001 certification. This management
system was completed by the Hualien plant personnel itself based on the Plant’s
good practice on environmental protection, and this has turned the Plant into a
role model of Eco-friendly cement manufacturer.




None
(3) Does the company
monitor the impact of
climate change on its
operations and conduct
greenhouse gas
inspections, as well as
establish company
strategies for energy
conservation and carbon
reduction?
V The Hualien plant was the pioneer for implement ISO 14064-1 greenhouse air
emission inspection since 2003. The Plant was awarded “Excellent Company for
Voluntary Reduction of Greenhouse Gas Emissions” in 2009, 2011, 2013, and
2015 by the Industrial Development Bureau, MOEA.
Please refer to chapter 7 of our CSR report for more information.



None
3. Preserving Public Welfare
(1) Does the company
V The Company fully complies with Labor Standards Law and other regulations,
None

-50-

formulate appropriate
management policies and
procedures according to
relevant regulations and
the International Bill of
Human Rights?
(2) Has the company set up
an employee hotline or
grievance mechanism to
handle complaints with
appropriate solutions?
V emphasizes the balance between working, family and leisure life, and prohibits
child labor and all other forms of forced labor and discrimination.
In order to establish gender equality in the workplace, the Company provides
parental leave without pay system, while provides family care leave,
physiological leave, maternity leave, paternity leave and lactation rooms.
The Company provides health examination, health seminars, and Employee
Assistance Program (EAP) service by Hsinchu Lifeline Association, EAP
Center, which offers professional counsel to all issues that employees may meet,
such as career development, family issues, and interpersonal relationship. Please
refer to 5.5 “Labor Relations” of this report and 6.1 "Human resources" and 6.2
"Employee welfare" in our CSR report.
According to our CSR Policy, Human Resource Committee formulated
corporate human rights policies, and regularly assesses the impact of company
operations and internal management on human rights, and formulated a
corresponding procedure.
In order to implement the Company's “Codes of Ethical Conduct” and
“Principles for Ethical Management”, the Board enacted “Working Procedures
for Reporting Illegal, Unethical, and Dishonest Issues”, and also enacted
"Complainant rules for employees”.
According to the above rules, the Company will treat all complaint confidentially
and protect whistleblowers. The identification informants of whistleblowers will
be kept confidential. The Company will also ensure that whistleblowers won’t be
revenged because of reporting improper issues. Alleged violator has the right to
appeal to the investigation team while investigation will be made by the HR
Committee if necessary.
Employees could also file a complaint via the Labor Union.
There is no complaint brought to us in 2015.
Abovementionedrules are disclosed onthe Company’s website.












None

-51-

(3) Does the company
provide a healthy and
safe working
environment and organize
training on health and
safety for its employees
on a regular basis?

V
Please refer to Section 5.5 “Labor Relation” for detail. None
(4) Does the company setup
a communication channel
with employees on a
regular basis, as well as
reasonably inform
employees of any
significant changes in
operations that may have
an impact on them?
V Managers of each department and plants of the Company attend managerial
meeting weekly and monthly. Each department also hold regular meeting for
employees to attain and participate in company’s operation and decision-making.
The Company also regularly organized meeting with labor representatives. This
will allow employees to understand any significant impact on the changes of
operation.
On May, 2014, the Company was awarded “Excellence Recognition for its
collective agreement with employees” by the Ministry of Labor.






None
(5) Does the company
provide its employees
with career development
and training sessions?
V For employees’ career development and training sessions, in addition to relevant
management skills, the Company provides systematic training courses to
strengthen the employees’ abilities and enhance the competitiveness of both
employees and corporation.
Recently, the Company cooperates with Yuan Ze University to conducts
employee career development training programs for a 2-years period.
Please refer to chapter 6.3 of our CSR report for more information.




None

-52-

(6) Does the company
establish any consumer
protection mechanisms
and appealing procedures
regarding research
development, purchasing,
producing, operating and
service?
(7) Does the company
advertise and label its
goods and services
according to relevant
regulations and
international standards?
V
V
The Company serves our customers with the principles of “customer-oriented
good service, high quality, and reasonable prices”.
To protect consumers’ rights, the Company sets up consumer services to manage
consumers’ complaints from domestic and oversea clients. The Hsinchu and
Hualien plants will manage our product quality to meet all customers’ need.
Domestic and Foreign Sale Departments have set up "management practices for
customer satisfaction" which establishes an effective communication channel for
our clients.
The Company has set up a standard operation procedure dealing with customers’
complaint and protects consumers’ health and safety. Besides, the Company will
keep the transparency of information to meet customers’ need while consumers’
personal information will be kept security according to Personal Information
Protection Act.
All products and services of the Company are advertised and labeled according
to relevant regulations and international standards.
Asia Cement received CNS Mark for Portland Cement (Type 1) since Sep. 22,
1961. Thus, the Company received "Special Honor for CNS Mark" for using
CNS Mark more than 50 years on Oct. 2011.
The trademark of “Skyscraper Cement” of the Company is registered pursuant to
the Trademark Law.
All authorized uses of “Skyscraper Cement” to our subsidiaries in China are
approved by China’s Trademark Office of the State Administration for Industry
and Commerce.















None
None
(8) Does the company
evaluate the records of
suppliers’ impact on the
environment and society
before taking on business
partnerships?
V Our Purchasing Department has "supplier evaluation procedures". Suppliers
certified with ISO-9000, CNS marks, or other quality inspection mark will be
rated as excellent suppliers.
Furthermore, the Purchasing Department will assess the past impact of the
supplier on CSR issues, such as ethics behaviors, legal compliance, matters
relating to the health and security. This would be important basis for contractor
selection.
Pleaserefer to Section3.3.4 “Supplier relations” fordetail.
None

-53-

(9) Do the contracts between
the company and its
major suppliers include
termination clauses
which come into force
once the suppliers breach
the corporate social
responsibility policy and
cause appreciable impact
on the environment and
society?

V
Upon the signing of any contract, the Company will require every supplier to
follow labor laws, avoid environmental hazards, and commit to CSR policy.
Whenever violation occurs, the Company has the right to terminate the contract.
In 2015, the Company has 2,807 suppliers in construction field, in which 35.52%
are rated as “excellent”, other 62.06% are rated as “good”, while the other 310
suppliers are eliminated.

None
4. Enhancing Information
Disclosure
Does the company disclose
relevant and reliable
information regarding its
corporate social
responsibility on its website
and the Market Observation
Post System (MOPS)?
V The Company will disclose CSR-relevant information on our web site and
MOPS.
We also utilize investor conference, shareholders meeting, investor relations,
hearings, conferences with government representatives to achieve close
engagement with all stakeholders.
Our CSR report haves been published both on our website and MOPS. We wish
this will be helpful for every stakeholder to understand our commitments to all
sustainability issues.
None
5. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None.
6. Other important information to facilitate better understanding of the company’s corporate social responsibility practices
Please refer to Section 5.4 “Expenditures on Environmental Protection” of this annual report and our CSR report for more information.
Pleaserefer to ourCSR report for moreinformation.
7. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions:
The Company’s CSR report was prepared in accordance with the GRI G4 guidelines and verified by SGS Taiwan Limited in according with AA
1000Assurance Standard.

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3.3.7 Implementation Status of Ethical Management

3.3.7 Implementation Status of Ethical Management
Evaluation Item ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management
policies and programs
(1) Does the company declare its ethical corporate
management policies and procedures in its
guidelines and external documents, as well as
the commitment from its board to implement the
policies?
(2) Does the company establish policies to prevent
unethical conduct with clear statements
regarding relevant procedures, guidelines of
conduct, punishment for violation, rules of
appeal, and the commitment to implement the
policies?
V
V
“Codes of Ethical Conduct” and “Principles for
Ethical Management” of Asia Cement Corporation
have been adopted by the 5thmeeting of 24thBoard
of Directors on June 27, 2012 and reported to the
2013 shareholders’ meeting. The Company has
post “Codes of Ethical Conduct” and “Principles
for Ethical Management” on the Company’s
intranet for compliance.
The Company has also promoted “Codes of
Ethical Conduct” and “Principles for Ethical
Management” to its suppliers and contractors.
For the purpose of developing a corporate culture
of ethical management and preventing unethical
conduct, HR Department enacted “Working
procedures and Guidelines for Ethical
Management”. It clearly expresses all kinds of bad
faith conducts, preventions, and punishments for
violators.
In order to implement the Company's “Codes of
Ethical Conduct” and “Principles for Ethical
Management”, the Board enacted “Working
Proceduresfor ReportingIllegal, Unethical, and

None
None

-55-

Evaluation Item ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
(3) Does the company establish appropriate
precautions against high-potential unethical
conducts or listed activities stated in Article 2,
Paragraph 7 of the Ethical Corporate
Management Best-Practice Principles for
TWSE/TPEx Listed Companies?
V Dishonest Issues”, and also enacted "Complainant
rules for employees”.
Above mentioned rules are disclosed on the
Company’s website (http://www.acc.com.tw/).
The Company establish precautions for directors,
supervisors, managers, employees for preventing
high-potential unethical conducts:
a. Set a standard distinguishing improper
benefits,
b. Set procedures for political donations,
c. Set procedures for charity donations or
sponsorship,
d. Set reporting and handling procedures to avoid
job-related conflicts of interest,
e. Set an information firewall to prevent sensitive
information or undisclosed information and to
prevent the use of the non-disclosed
information in insider trading,
f. Set working procedures dealing with dishonest
actions involved by suppliers, customers, and
trading partners and others,
g. Set working procedures dealing with violators
of Principles for Ethical Management,
h. Set punishment for violators and reward for
whistleblowers.
None

-56-

Evaluation Item ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No Abstract Illustration
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’
ethical records and include ethics-related clauses
in business contracts?
(2) Does the company establish an exclusively (or
concurrently) dedicated unit supervised by the
Board to be in charge of corporate integrity?
(3) Does the company establish policies to prevent
conflicts of interest andprovide appropriate

V
V
V
All suppliers of the Company signed "Codes of
Conduct and Commitment Statement for
Suppliers". We will review, rate, and eliminate our
suppliers based on past evaluation records and
their implementations of CSR affairs.
For fully implementation, the Purchasing
Department has urged all suppliers to comply with
our “Codes of Ethical Conduct” and “Principles
for Ethical Management”. The Purchasing
Department will include this item into commercial
terms.
The HR Department is responsible for formulating
policy and supervising ethical management for the
Company. It will report the implementation status
to the Board on a regular basis.
In addition to report implementation status of
ethical management to the Board, the HR
Department will also report to supervisors and
independent directors.
The Company provides that no manager shall
engage in any affairs with conflicts of interest to
theCompanyunless otherwise released restriction
None
None
None

-57-

Evaluation Item ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No Abstract Illustration
communication channels, and implement it?
(4) Has the company established effective systems
for both accounting and internal control to
facilitate ethical corporate management, and are
they audited by either internal auditors or CPAs
on a regular basis?
V by the Board and the shareholders’ Meeting.
All members of our Board of Directors are highly
disciplined. Once there are conflicts of interests,
such member will not participate in discussion and
voting of the issue according to relevant regulation
and keep it in the meeting minutes.
The Company also has standard procedures for
employees to report any potential conflicts of
interests.
The Company has a strict accounting system and
dedicated accounting department. For ensuring
accuracy and transparency, all financial statements
are audited or reviewed by Deloitte & Touche in
accordance with relevant regulation. In order to
implement “Regulations Governing Establishment
of Internal Control Systems by Public Companies"
and "Principles for Ethical Management", the
Company has set up the Auditing Department
which established its internal control system. And
the Audit Department will regularly review and
revise the internal control system. In addition, the
Audit Department will develop and implement its
annual internal auditplan in accordance with risk
None

-58-

Evaluation Item ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No Abstract Illustration
(5) Does the company regularly hold internal and
external educational trainings on operational
integrity?
V assessment.
To establish corporate culture of ethical
management and prevent unethical behaviors, the
Company holds internal training sections for
employees understanding our commitment to
ethical management and policies.
Our “Codes of Ethical Conduct”, “Principles for
Ethical Management”, and relevant regulations
have been posted on the Company's website and
internal bulletin board.
None
3. Operation of the integrity channel
(1) Does the company establish both a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(2) Does the company establish standard operating
procedures for confidential reporting on
investigating accusation cases?
(3) Does the company provide proper whistleblower
protection?
V
V
V
The Board of Directors enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted “Complainant
rules for employees” on May 13, 2015. Alleged
violator has the right to appeal to the investigation
team while investigation hearing could be made if
necessary.
According to the above rules, the Company will
treat all complaint confidentially and protect
whistleblowers. The identification informants of
whistleblowers will be kept confidential. The
Company will also ensurethatwhistleblowers
None

-59-

Evaluation Item ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
won’t be revenged because of reporting improper
issues.
Above mentioned rules are disclosed on the
Company’s website.
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?

V
Our “Codes of Ethical Conduct”, “Principles for
Ethical Management”, and relevant regulations
have been posted on the Company's website and
internal bulletin board.
The Company has designated employees
responsible for disclosing relevant information on
MOPS and the Company's website
(http://www.acc.com.tw).
Since the adoption of Principles for Ethical
Management, there is no violation needed to be
disclosed.
None
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
No Discrepancies.
6. Other important information to facilitate a better understandingof the company’s ethical corporate managementpolicies(e.g.,review and
  1. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and

-60-

Evaluation Item ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ ImplementationStatus ~~1~~ Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
Yes No Abstract Illustration
amend its policies).
The Company treats its employees and business partners with the highest standards of ethical conducts. Any bribery or unethical conducts
made byits employees orsuppliers willbe punished, such as disposition,rejectionof transaction, or legalprosecution.
  • Access to Corporate Governance Best-Practice Principles and relevant regulations: Please visit the Company's website at http://www.acc.com.tw.

  • Any other important information to facilitate better understanding of the Company’s corporate governance practices: None.

  • During the most recent fiscal year and the current fiscal year up to the date of printing of this annual report, any punishment occurred for the Company and its employees violating laws, and any punishment, fault and improvement occurred for the Company’s employees against the regulations of Internal Audit System: None.

  • To appoint certified accountants to audit internal audit system: None.

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3.3.8 The Training for Directors and Supervisors

Name Date Organizer Course Title and Lecturer Hours
Directors:
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
C.V. Chen
Kun Yen Lee
Connie Hsu
Ruey Long Chen
Independent
Directors:
Ta-Chou Huang
Gordon S. Chen
Supervisors:
Shaw Yi Wang
Champion Lee
Chin-Der Ou
Kwan-Tao Li
Sep.22, 2015 Taiwan Academy
of Banking and
Finance
From Creative Thinking to
Business Innovation
Lecturer: Ruey-Shan Andy Guo,
Dean of College of Management
at NTU.
3
Directors:
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
C.V. Chen
Kun Yen Lee
Connie Hsu
Chen Kun Chang
Supervisors:
Shaw Yi Wang
Champion Lee
Chin-Der Ou
Dec. 23, 2015 Taiwan Academy
of Banking and
Finance
From Corporate Governance and
Insider Trading to Think the
Responsibility of Directors and
Supervisors
Lecturer: Sean Chen, Ex-Premier.
3
Directors:
Ruey Long Chen
Sep. 8, 2015 Corporate
Governance
Association
Trade secret protection 6
Independent
Directors:
Chi Schive
Apr. 21, 2015 Securities and
Futures Institute
How to enhance the function of
the Functional Committees of the
Board
3
Independent
Directors:
Chi Schive
May 12, 2015 Securities and
Futures Institute
Strategy and Key Performance
Indicators
3
Supervisors:
Ting Yu Tung
Oct. 20, 2015 Corporate
Governance
Association
External audit and internal control
from the perspective of directors
and supervisors
3
Supervisors:
TingYu Tung
Dec. 17, 2015 Securities and
Futures Institute
Duty of loyalty of directors and
supervisors
3

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3.3.9 The Training for Managers

Title Name Date Organizer Course Title and Lecturer Hours
Deputy Chief
Auditor
W.H. Yeh Jun. 8, 2015 The Institute
of
Internal
Auditors
New ideatechniqueand practice
of big data
6
W.H. Yeh Jul.27,2015 The Institute
of
Internal
Auditors
How internal auditors execute
auditing laws and regulations
6
Manager Nancy Kao Apr.16,2015-
Apr.17,2015
Accounting
Research and
Development
Foundation
Training Courses for accounting
managers
12
President
Chief Executive
Vice President
Executive
Vice President
Vice President
Vice President
General Plant
Manager
Plant Manager
Assistant Vice
President
Assistant Vice
President
Deputy Chief
Auditor
Manager
Manager
Manager
Special Assistant
Kun Yen Lee
Y.F. Chang
Doris Wu
C.M. Chen
W.K. Chou
Z.P. Chang
Z.H. Qiu
C.P. Sue
T.L. Yu
W.H. Yeh
M.C. Chen
Manfred Wang
Nancy Kao
T.M. Chen
Sep.17,2015
Oct.6,2015
Nov.6,2015
Asia Cement Innovation and Leadership of
Corporation
Lecturer: Shih-Chang Hung,
Professor of Institute of
Technology Management at
NTHU.
Corporate Social Responsibility
Lecturer: Yin-Hua Yeh, Professor
of Institute of Finance at NCTU.
Management of Cross-national
Organizations
Lecturer:
Wu,
Hsueh
Liang.
Professor
of
College
of
Management at NTU.
9
Oct.2,2015 Far
Eastern
Y.Z.
Hsu
Science and
Technology
Memorial
Foundation
New Vision of IoT Age
Lecturer1: Jeng, Yeau-Re, Vice
President of NCCU.
Lecturer 2: Yu-Chee Tseng, Dean
of College of Computer Science at
NCTU.
2
Chief Executive
Vice President
Vice President
Vice President
General Plant
Manager
Plant Manager
Assistant Vice
President
Assistant Vice
President
Manager
Manager
Manager
Special Assistant
Y.F. Chang
C.M. Chen
W.K. Chou
Z.P. Chang
Z.P. Chang
C.P. Sue
H.T.Peng
M.C. Chen
Manfred Wang
Nancy Kao
T.M. Chen
Sep.22,2015 Taiwan
Academy of
Banking and
Finance
From
Creative
Thinking
to
Business Innovation
Lecturer: Ruey-Shan Andy Guo,
Dean of College of Management at
NTU.
3

-63-

Chief Executive
Vice President
Vice President
Vice President
General Plant
Manager
Plant Manager
Assistant Vice
President
Assistant Vice
President
Manager
Manager
Manager
Special Assistant
Y.F. Chang
C.M. Chen
W.K. Chou
Z.P. Chang
Z.P. Chang
C.P. Sue
H.T.Peng
M.C. Chen
Manfred Wang
Nancy Kao
T.M. Chen
Dec.23,2015 Taiwan
Academy of
Banking and
Finance
From Corporate Governance and
Insider Trading to Think the
Responsibility of Directors and
Supervisors
Lecturer: Sean Chen, Ex-Premier.
3

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3.3.10 the Execution Status of Internal Control System

Asia Cement Corporation Statement of Internal Control System

Date: March 25, 2016

Asia Cement Corporation(ACC) has conducted a self-inspection of internal control system during 2015. The results are as follows:

ACC acknowledges that the implementation and maintenance of internal control system is the responsibility of Board of Directors and managerial level, and ACC has established such system. It is aimed to reasonably ensure that the goals such as effective and efficient operations (including profitability, performance, and safeguard of assets), the reliability, timeliness, transparency, and regulatory compliance of reporting , and the compliance with applicable laws and regulations are achieved.

The internal control system has its inherent limitations; whatever a perfect design is, an internal control system can provide only reasonable assurance that the above-mentioned goals will be achieved; besides, owing to the change of environment and circumstances, the effectiveness of internal control system will be changed accordingly. However, the internal control system of ACC is equipped with self-monitoring mechanisms and ACC will take corrective action once defect is identified.

According to the criteria for the internal control system as specified in “Guidelines for Implementation of Establishing Internal Control System by Public Listed Companies”(hereinafter referred to as “Guidelines,”) ACC evaluates the effectiveness of its internal control system. The said Guidelines divide internal control system into five components: (1) Control Environment, (2) Risk Assessment, (3) Control Operations, (4) Information and Communication, and (5) Monitoring. Each component includes certain items. For the foregoing items, please refer to “Guidelines”.

ACC has adopted the aforesaid criteria for internal control system to evaluate the effectiveness of design and implementation of internal control system.

Based on the findings of the evaluation mentioned in the preceding paragraph, ACC believes that as at December 31, 2015 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, transparency, and regulatory compliance of reporting , and the compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

This statement comprises the entire annual report and public brochure, and will be publicly disclosed. If the aforesaid statement has any unlawful attempt such as pretence and concealment, ACC will assume the legal responsibilities according to Article 20, 32, 171 and 174 of Securities and Exchange Law.

This statement has been approved by ACC Board of Directors at the meeting of March 25, 2016 with 13 directors in presence and none disagreement with the content of this statement.

Asia Cement Corporation Chairman: Douglas Tong Hsu President: K.Y. Lee

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3.3.11 Major Resolutions of Shareholders’ Meeting and Board Meetings

1. Major resolution of 2014 Regular Shareholders’ Meeting

1. Major resol ution of 2014 Regular Shareholders’ Meeting
Date Major resolutions
2015/06/24 1. Acceptance of 2014 financial statements.
2. Acceptance of the proposal for distribution of 2014 profits.
3. Amendment to “the Working Procedures for the Acquisition and Disposal of
Assets”.
4. Amendment to “the Procedure for Making Endorsements and Guarantees”
5. Amendment to “the Procedure for Loans of Funds to Others”
Execution
Status
1. Major resolutions of the Shareholders’ meeting have been fully implemented.
2. The record date for distribution of 2014 profits was Sep. 7, 2015. Cash
dividends have been distributed on September 25, 2015.
3. Amendments to “the Procedure for Making Endorsements and Guarantees” and
“the Procedure for Loans of Funds to Others” have been published on June 24,
2015.

2. Major Resolutions of the Board of Directors

Totally 6 meetings of the Board of Directors were held in the period from Jan. 1, 2015 to May 10, 2016. Directors and Supervisors have no opposition to major resolutions in this period.


May 10, 2
period.

016. Directors and Supervisors have no opposition to major resolutions in this
Date Major resolutions
2015/03/20 1. Acceptance of 2014 financial statements and consolidated financial statements.
2. Acceptance of the proposal for distribution of 2014 profits.
3. Acceptance to issue 2014 Statement of Internal Control System.
4. To convene 2015 regular shareholders' meeting.
5. Acceptance of 2015 business budget.
6. Acceptance of 2015 CPA service fee of Deloitte & Touche.
7. Amendment to “the Working Procedures for the Acquisition and Disposal of
Assets”.
8. Amendment to “the Procedure for Making Endorsements and Guarantees”
9. Amendment to “the Procedure for Loans of Funds toOthers”
2015/05/13 1. Acceptance of 2014 Business Report.
2. The enactment of “Working Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”.
3. The enactmentof “Proceduresfor EvaluatingtheBoard’sPerformance”.
2015/08/11 1. To decide the date for distribution of cash dividends, and the closing date for
stock transference.
2. To issue non-guaranteed overseas convertible bond up to USD 0.4 billion.
3. To issue non-guaranteed commercial paper up to NT $12 billion.
4. To set up a subsidiary in order to facilitate the planning and development
"Kaohsiung Asia Enterprise Centre".
5. Amendment to “Internal Control System and its bylaws”.
6. Amendment to “Employees Retirement Procedures”.
7. Jointly with CNBM, the Company intends to make Pre-Conditional Voluntary
GeneralOffer toacquireall issued shares ofShanshuiCement
2015/11/11 1. Acceptance of 2016 audit plan.
2. Acceptance of adding capital expenditure.
3. For the implementation of corporate governance and internal control system, to
enact 9procedures with reference to "Corporate Governance and Corporate

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Social Responsibility Norms", TWSE. 2016/03/25 1. Amendment to “Articles of Incorporation of Asia Cement Corporation” 2. Acceptance of the 2015 employees’ compensation and Directors’ and Supervisors’ remuneration. 3. Acceptance of 2015 financial statements and consolidated financial statements. 4. Acceptance of the proposal for distribution of 2015 profits. 5. Acceptance to issue 2015 Statement of Internal Control System. 6. To convene 2016 regular shareholders' meeting. 7. Acceptance of 2016 business budget. 8. Acceptance of 2016 CPA service fee of Deloitte & Touche. 9. To issue non-guaranteed commercial paper up to NT $12 billion. 2016/05/10 1. Acceptance of 2015 Business Report. 2. To issue non-guaranteed corporate bond up to NT $10 billion.

3.3.12 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company : None.

  • ◎The Board of Director approved “the Procedure Dealing with Internal Material Information of Asia Cement Corporation” on December 21, 2009. This Procedure has been posted on the Company’s electronic bulletin board.

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3.4 Information of CPA Service Fee

  1. Information of CPA service fee

Unit: NT$ 1,000

Unit: NT$ 1,000
Accounting
Firm
Name of
CPA
Audit
Fee
Non-audit Fee Audit
period
Note
System
design
Business
Registration
Human
Resource
Other Subtotal
Deloitte &
Touche
L.W. Kuo
7,690
0 0 0 281 281 2015 Other Non-Audit Fees
include the project to check
SAP authorization and
review ECB issuance.
Y. W. Fan
  1. If the audit fee in the year CPA firm changes is lower than that in the prior year, specify the amount of audit fee before and after and the reason: None.

  2. If the audit fee dropped year on year by more than 15%, specifies the amount, percentage, reason of the reduction: None.

  3. The Company commissioned Deloitte & Touche-Taiwan to audit the financial statements. Due to internal function adjustments in Deloitte & Touche-Taiwan, the audit has been commissioned from CPA Hsin Wei Tai and Li Wen Kuo to CPA Li Wen Kuo and You Wei Fan since 2014Q2.

  4. The ACC Chairman, President, and managers who are responsible for finance and accounting do not have any position at CPA Firm or its affiliated companies in the most recent fiscal year.

3.5 Relevant licenses and certificates obtained about transparent financial

information

Department Name Title Licenses and Certificates
Finance Doris Wu Executive Vice President CPA,Taiwan and United States
Finance Yu LingYang Project Manager CPA,Taiwan and China
Finance Yu De Liao Specialist Certified Internal Auditor
Certified Information Systems
Auditor
Auditing Chi Wen Lu Assistant Specialist Certified Internal Auditor
Certification in Risk
Management Assurance
Auditing Kun Da Hsu Assistant Coordinator Certified Internal Auditor
Auditing Jia NingHsu Assistant CPA,Taiwan

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3.6 Changes in Shareholdings and pledge of Directors, Supervisors, Managers, and Shareholders with more

than 10% Shareholding

Title Name Shareholdingon Jan.1, 2015 Shareholdingon Jan.1, 2015 Shareholdingon Jan.1, 2015 Shareholdingon Jan.1, 2015 Shareholdingon Jan.1, 2015 Changes of shareholding Changes of shareholding Changes of shareholding Shareholdingon Dec. 31, 2015 Shareholdingon Dec. 31, 2015 Shareholdingon Dec. 31, 2015 Shareholdingon Dec. 31, 2015 Shareholdingon Dec. 31, 2015 Changes of shareholding Changes of shareholding Changes of shareholding Shareholdingon Apr. 23, 2016 Shareholdingon Apr. 23, 2016 Shareholdingon Apr. 23, 2016 Shareholdingon Apr. 23, 2016 Shareholdingon Apr. 23, 2016
Shares Shares(%) Shares Pledged Shares held by
related parties
Shares held by
related parties(%)
Changes of
Shares
Changes of
Shares
Pledged
~~Changes of~~
Shares held
by related
parties
Shares Shares(%) Shares
Pledged
Shares held by
related parties
Shares
held by
related
~~arties(%~~
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares held by
related parties
Shares Shares(%) Shares
Pledged
Shares held by
related parties
Shares held
by related
parties(%)
Chairman Douglas Tong Hsu 23,278,334 0.6925 0 8,124,332 0.2417 0 0 0
23,278,334 0.6925 0 8,124,332 0.2417
~~p~~
0 0 0 23,278,334 0.6925 0 8,124,332 0.2417
Director Far Eastern New Century Corp. 750,511,324 22.3270 19,900,000 0 0.0000 0 0 0 750,511,324 22.3270 19,900,000 0 0.0000 0 0 0 750,511,324 22.3270 19,900,000 0 0.0000
Representative: T.H. Chang 459,350 0.0137 0 60,877 0.0018 0 0 50,000 459,350 0.0137 0 110,877 0.0033 0 0 0 459,350 0.0137 0 110,877 0.0033
Representative: Johnny Shih 803,745 0.0239 0 8,485,993 0.2525 0 0 (756,000) 803,745 0.0239 0 7,729,993 0.2300 (350,000) 0 (504,000) 453,745 0.0135 0 7,225,993 0.2150
Representative: C.V. Chen 338,429 0.0101 0 0 0.0000 0 0 0 338,429 0.0101 0 0 0.0000 0 0 0 338,429 0.0101 0 0 0.0000
Director X.Z. Ying-Chai Memorial Foundation 13,224,343 0.3934 0 0 0.0000 0 0 0 13,224,343 0.3934 0 0 0.0000 0 0 0 13,224,343 0.3934 0 0 0.0000
Sui-Cheong Ying Re-appointment on
2016/03/02
15,236 0.0005 0 0 0.0000 0 0 0 15,236 0.0005 0 0 0.0000 0 0 0 15,236 0.0005 0 0 0.0000
He-Shan Ying, replaced on 2015/11/05 10,708,850 0.3186 0 0 0.0000 0 0 0 10,708,850 0.3186 0 0 0.0000 0 0 0 10,708,850 0.3186 0 0 0.0000
Director Yue Ding Industry Co., Ltd. 1,895,136 0.0564 0 0 0.0000 0 0 0 1,895,136 0.0564 0 0 0.0000 0 0 0 1,895,136 0.0564 0 0 0.0000
Representative: K.Y. Lee 2,361,557 0.0703 0 0 0.0000 0 0 0 2,361,557 0.0703 0 0 0.0000 0 0 0 2,361,557 0.0703 0 0 0.0000
Director Far Eastern Y.Z. Hsu Science and
Technology Memorial Foundation
4,263,800 0.1268 0 0 0.0000 0 0 0 4,263,800 0.1268 0 0 0.0000 0 0 0 4,263,800 0.1268 0 0 0.0000
Representative: Peter Hsu 11,454,981 0.3408 0 0 0.0000 0 0 0 11,454,981 0.3408 0 0 0.0000 0 0 0 11,454,981 0.3408 0 0 0.0000
Representative: C.K. Chang 11,877 0.0004 0 5,358 0.0002 17,868 0 0 29,745 0.0009 0 5,358 0.0002 0 0 0 29,745 0.0009 0 5,358 0.0002
Director Ta Chu Chemical Fiber Co.,Ltd 1,560,068 0.0464 0 0 0.0000 0 0 0 1,560,068 0.0464 0 0 0.0000 0 0 0 1,560,068 0.0464 0 0 0.0000
Representative: Ruey Long Chen 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Director Huey Kang Investment Corp. 4,837,436 0.1439 0 0 0.0000 0 0 0 4,837,436 0.1439 0 0 0.0000 0 0 0 4,837,436 0.1439 0 0 0.0000
Representatives: Connie Hsu 14,264,734 0.4244 0 0 0.0000 0 0 0 14,264,734 0.4244 0 0 0.0000 0 0 0 14,264,734 0.4244 0 0 0.0000
Independent
Director
Ta-Chou Huang 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Chi Schive 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Gordon S. Chen 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Supervisor Far Eastern Medical Foundation 181,566,797 5.4014 24,500,000 0 0.0000 0 0 0 181,566,797 5.4014 24,500,000 0 0.0000 0 0 0 181,566,797 5.4014 24,500,000 0 0.0000
Representative: S.Y. Wang 154,839 0.0046 0 0 0.0000 0 0 0 154,839 0.0046 0 0 0.0000 0 0 0 154,839 0.0046 0 0 0.0000
Representative: Champion Lee 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Supervisor Bai-Yang Investment Holdings Corp. 3,849,468 0.1145 0 0 0.0000 0 0 0 3,849,468 0.1145 0 0 0.0000 0 0 0 3,849,468 0.1145 0 0 0.0000
Representative: Chin-Der Ou 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Representative: T.Y. Tung 2,164,481 0.0644 0 0 0.0000 0 0 0 2,164,481 0.0644 0 0 0.0000 0 0 0 2,164,481 0.0644 0 0 0.0000
Supervisor U-Ming Corp. 1,505,585 0.0448 0 0 0.0000 0 0 0 1,505,585 0.0448 0 0 0.0000 0 0 0 1,505,585 0.0448 0 0 0.0000
Representative: K.T. Li 642,936 0.0191 0 0 0.0000 0 0 0 642,936 0.0191 0 0 0.0000 0 0 0 642,936 0.0191 0 0 0.0000
President K.Y. Lee 2,361,557 0.0703 0 0 0.0000 0 0 0 2,361,557 0.0703 0 0 0.0000 0 0 0 2,361,557 0.0703 0 0 0.0000
Chief
Executive Vice
President

Y.F. Chang
811 0.0000 0 0 0.0000 0 0 0 811 0.0000 0 0 0.0000 0 0 0 811 0.0000 0 0 0.0000
Executive
Vice President
R.H. Shao 67,431 0.0020 0 2,442 0.0001 0 0 0 67,431 0.0020 0 2,442 0.0001 443,985 0 0 511,416 0.0152 0 2,442 0.0001
Vice President Doris Wu 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Vice President C.M. Chen 39,801 0.0012 0 68,596 0.0020 0 0 0 39,801 0.0012 0 68,596 0.0020 0 0 0 39,801 0.0012 0 68,596 0.0020
Vice President W.K. Chou 4,962 0.0001 0 0 0.0000 0 0 0 4,962 0.0001 0 0 0.0000 0 0 0 4,962 0.0001 0 0 0.0000
General Plant
Manager
Z.P. Chang 33,999 0.0010 0 53,588 0.0016 0 0 0 33,999 0.0010 0 53,588 0.0016 0 0 0 33,999 0.0010 0 53,588 0.0016
Plant Manager Z.H.Qiu 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Assistant Vice
President
C.P. Sue 63 0.0000 0 0 0.0000 0 0 0 63 0.0000 0 0 0.0000 0 0 0 63 0.0000 0 0 0.0000
Assistant Vice
President
T.L. Yu 122,202 0.0036 0 98 0.0000 0 0 0 122,202 0.0036 0 98 0.0000 0 0 0 122,202 0.0036 0 98 0.0000
Deputy Chief
Auditor
W.H. Yeh 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Manager M.C. Chen 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Manager Manfred Wang 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000 0 0 0 0 0.0000 0 0 0.0000
Special Assista nT.M.Chen 147268 0.0044 0 0 0.0000 0 0 0 147,268 0.0044 0 0 0.0000 0 0 0 147,268 0.0044 0 0 0.0000
Manager NancyKao 832 0.0000 0 467 0.0000 0 0 0 832 0.0000 0 467 0.0000 832 0.0000 0 467 0.0000

3.7 Information Disclosing the Relationship between any of the Company’s Top 10 Shareholders

Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Far Eastern New Century Corp.
Representative:
Douglas Tong Hsu
750,511,324 22.33% 0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0%
Cathay Life Insurance Co., Ltd.
Non-relatedparty
0 0% 0 0%
Far Eastern Department Stores Co., Ltd.
The Same Chairman
0 0% 0 0%
Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0%
Labor Insurance Fund
Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Far Eastern Medical
Foundation
Representative:
Douglas Tong Hsu
181,566,797 5.40% 0 0% 0 0%
Far Eastern New CenturyCorporation
The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0%
Cathay Life Insurance Co., Ltd.
Non-relatedparty
0 0% 0 0%
Far Eastern Department Stores Co., Ltd.
The Same Chairman
0 0% 0 0%
Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0%
Shin Kong Life Insurance Co., Ltd.
Non-relatedparty
0 0% 0 0%
Labor Insurance Fund
Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Fubon Life Insurance Co., Ltd.
Representative:
Peng-Yuan Cheng
145,860,069 4.34% 0 0% 0 0% Far Eastern New CenturyCorporation Non-relatedparty
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% Cathay Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University Non-relatedparty
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Insurance Fund Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Cathay Life Insurance Co., Ltd.
Representative:
Hong-Tu Tsai
78,930,096 2.35% 0 0% 0 0% Far Eastern New CenturyCorporation Non-relatedparty
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University Non-relatedparty
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Insurance Fund Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Far Eastern Department Stores
Co., Ltd.
Representative:
Douglas Tong Hsu
61,000,492 1.81% 0 0% 0 0% Far Eastern New CenturyCorporation The Same Chairman
0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co.,Ltd. Non-related party
0 0% 0 0% CathayLife Insurance Co.,Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Shin KongLife Insurance Co.,Ltd. Non-related party
0 0% 0 0% Labor Insurance Fund Non-related party
0 0% 0 0% Yu Yuan Investment Co.,Ltd Non-related party
Labor Pension Fund Committee
of Far Eastern New Century
Corporation
50,835,049 1.51% 0 0% 0 0% Far Eastern New CenturyCorporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Fubon Life Insurance Co.,Ltd. Non-related party
0 0% 0 0% CathayLife Insurance Co.,Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co.,Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Shin KongLife Insurance Co.,Ltd. Non-related party
0 0% 0 0% Labor Insurance Fund Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Yuan-Ze University
Representative:
Douglas Tong Hsu
47,499,567 1.41% 0 0% 0 0% Far Eastern New Century Corporation The Same Chairman
0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Cathay Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Insurance Fund Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Shin Kong Life Insurance Co. ,
Ltd.
Representative:
Wu Tung Chin
45,867,846 1.36% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Cathay Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Labor Insurance Fund Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Name Shares Held Shares Held Shares of
Spouse & Minor
Shares of
Spouse & Minor
Total Shareholding
Held In The Name of
Others
Total Shareholding
Held In The Name of
Others
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
The name and relation of top10 shareholders who mutually have relations
that meet the definition of the “affiliate”, or mutuallyare spouses or within
two degrees of kinship
Shares % Shares % Shares % Name Relation
Labor Insurance Fund 45,005,369 1.34% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Cathay Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
Yu Yuan Investment Co., Ltd
Representative:
W.K. Chou
43,268,479 1.29% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Fubon Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Cathay Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New CenturyCorporation
Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Insurance Fund Non-related party

3.8 Shareholding Proportion of ACC to Investees

Dec. 31, 2015

Dec. 31,2015 Dec. 31,2015
Investees Investments by ACC Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses

Total Investments
Shares Shares Shares
Asia Investment Corp. 175,974,041 100.00% - 0.00% 175,974,041 100.00%
Sunrise Industrial Holdings Ltd. 90,000 100.00% - 0.00% 90,000 100.00%
Yuan Long Stainless Steel Corp. 200,000,000 100.00% - 0.00% 200,000,000 100.00%
Ya Tung Ready-Mixed Concrete Corp. 145,773,218 99.99% 6,471 0.00% 145,779,689 99.99%
Der Ching Investment Corp. 565,063,189 99.99% 24,030 0.00% 565,087,219 99.99%
Nan Hwa Cement Corp. 26,128,171
99.94%
12,396 0.05% 26,140,567 99.99%
Asia Cement (Singapore) Pte. Ltd. 10,495,495 99.96% 2 0.00% 10,495,497 99.96%
Fu Ming Transportation Co., Ltd. 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96%
Asia Engineering Enterprise Corp. 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75%
FEDS Development Ltd. 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00%
Yuan Ding Co., Ltd. 178,707,648 35.50% 259,921,774 51.63% 438,629,422 87.13%
Ya Li Precast and Prestressed Concrete Industries 16,241,083 83.81% 20,472 0.11% 16,261,555 83.92%
Asia Cement (China) Holdings Corp. 1,061,209,202
67.73%
72,492,298 4.63% 1,133,701,500 72.36%
Chiahui Power Corp. 280,093,521
59.59%
1,256,388 0.27% 281,349,909 59.86%
Ya Li Transportation Corp. 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61%
Yuan Ding Leasing Corp. 34,640,189 43.60% - 0.00% 34,640,189 43.60%
U-Ming Marine Transport Corp. 331,701,152
39.25%
20,562,372 2.44% 352,263,524 41.69%
Everstrong Iron & Steel Foundry Ltd. 3,199,823 40.40% 5,000 0.06% 3,204,823 40.46%
Oriental Securities Corp. 135,092,154
18.93%
145,153,334 20.34% 280,245,488 39.27%
Far Eastern New Century Corp. 1,272,277,085 23.77% 526,697,330 9.84% 1,798,974,415 33.61%
Yue Yuan Investment Corp. 155,000,803
29.92%
515,024 0.10% 155,515,827 30.02%

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IV Capital Formation

4.1 Capital and Shares

4.1.1 Capital Increase in the Past Five Years

As of April 27,2016 As of April 27,2016 As of April 27,2016 As of April 27,2016 As of April 27,2016
Date Par
Value
Authorized Capital Paid-in Capital Remarks
Shares Amount
(NT$)
Shares Amount
(NT$)
Sources of
Capital
Capital
Increased
by Assets
Other than
Cash
Others
Dec.2010 NT$10 3,300,000,000 33,000,000,000 3,075,307,547 30,753,075,470 Dividend None None
Dec.2011 NT$10 3,600,000,000 36,000,000,000 3,136,813,697 31,368,136,970 Dividend None None
Dec.2012 NT$10 3,600,000,000 36,000,000,000 3,230,918,107 32,309,181,070 Dividend None None
Dec.2013 NT$10 3,600,000,000 36,000,000,000 3,295,536,469 32,955,364,690 Dividend None None
Dec.2014 NT$10 3,600,000,000 36,000,000,000 3,361,447,198 33,614,471,980 Dividend None None

4.1.2 Capital

4.1.2 Capital
Share Type Authorized Capital
Issued Shares
Un-issued Shares
Reserve for Convertible
Shares
Un-issued Shares Total Shares
Common Shares 3,361,447,198
Available for trading on
the TWSE

238,552,802
3,600,000,000 -

4.1.3 Shelf Registration: None

4.1.4 Shareholder Structure

As of April 27,2016 As of April 27,2016
Structure
Amount
Governments Financial
Institutions
Other
Institutional
Investors
Domestic
Individual
Investors
Foreign
Institutions
&
Individuals
Total
Number of
Shareholders
10 62 335 90,006 570 90,983
Number of shares 119,282,361 419,330,712 1,547,718,082 674,489,229 600,626,814 3,361,447,198
Shareholding
Percentage
3.55% 12.47% 46.04% 20.07% 17.87% 100.00%

Note: No foreign institutions and individuals from China Area.

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4.1.5 Shareholding Distribution Status

As of April 27,2016
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
1-999 36,154 8,865,021 0.26%
1,000-5,000 35,955 80,577,384 2.39%
5,001-10,000 8,361 60,834,464 1.81%
10,001-15,000 3,572 43,213,094 1.29%
15,001-20,000 1,643 29,125,183 0.87%
20,001-30,000 1,814 44,400,585 1.32%
30,001-40,000 826 28,572,858 0.85%
40,001-50,000 540 24,500,444 0.73%
50,001-100,000 973 67,615,591 2.01%
100,001-200,000 525 73,468,539 2.19%
200,001-400,000 257 70,118,715 2.09%
400,001-600,000 82 40,495,949 1.20%
600,001-800,000 49 33,996,925 1.01%
800,001-1,000,000 27 24,396,906 0.73%
Over 1,000,001 205 2,731,265,540 81.25%
Total 90,983 3,361,447,198 100%

Preferred Share

As of April 27, 2016

Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0

4.1.6 List of Major Shareholders

As of April 27, 2016

NA
0
4.1.6 List of Major Shareholders
0 0
As of April 27,2016
Shares
Major Shareholder

Number of Shares
Holding Percentage
Far Eastern New CenturyCorporation 750,511,324
22.33%
Far Eastern Medical Foundation 181,566,797
5.40%
Fubon Life Insurance Co.,Ltd. 145,860,069
4.34%
CathayLife Insurance Co.,Ltd. 78,930,096
2.35%
Far Eastern Department Stores Co.,Ltd. 61,000,492
1.81%
Labor Pension Fund Committee of Far Eastern New
Century Corporation
50,835,049
1.51%
Yuan-Ze University 47,499,567
1.41%
Shin KongLife Insurance Co.,Ltd. 45,867,846
1.36%
Labor Insurance Fund 45,005,039
1.34%
Yu Yuan Investment Co.,Ltd 43,268,479
1.29%
Total 1,450,344,758
43.15%

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4.1.7 Market Price, Net Value, Earnings and Dividends per Share

Unit: NT$

Unit: NT$

Item
Year
2014
2015 As of
May 15,2016
Market Price
Per Share
Highest 44.50 39.85
30.55

Lowest
35.60 26.85 24.95
Average 39.29 35.33 27.65
Net Value
Per Share

Before Distribution
42.19 40.43 37.9 (Note1)
After Distribution 39.99 (Note2) (Note2)
Earnings
Per Share
Weighted Average shares
(in thousand)
3,142,158 3,141,845 3,140,528

Earnings Per Share
2.98 1.55 0.06(Note1)
Dividends
Per Share

Cash Dividends
2.20 1.10(Note2) not applicable
Stock
Dividend
Dividends from
Retained Earnings
- - not applicable


Dividends from
Capital Surplus
- - -

Accumulated Unpaid Dividends
- - -
Return on
Investment

Price-Earnings Ratio
13.18 22.79 -

Price-Dividend Ratio
17.86 32.12 -
Cash Dividend Yield Rate 5.60% 3.11% -

Note 1: The data is adopted from the consolidated financial report of the first quarter in 2016 which was reviewed by the CPA.

Note 2: To be resolved by the 2016 Shareholders’ Meeting.

4.1.8 Dividend Policy & Implementation Status

1. Dividend Policy

According to the Article 26 of Incorporation of Asia Cement Corporation, the distribution of dividends shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Dividends shall be distributed at the ratio set forth in these Articles of Incorporation aimed to maintain the stability of dividend distributions. Unless saving for the purposes of improving the financial structure, reinvestments, capacity expansion or other capital expenditures in which capital is required, when distributing dividends, cash dividends shall not be less than 10% of the aggregate sum of dividends and bonuses distributed in the same year.

The Company has mapped out its dividend policy which shall conclude the following considerations:

  • a. Changes in the outlook for the Company's businesses;

  • b. Maintaining a stable dividend policy; and

  • c. Cash-dividends oriented market trends.

Hereby lists the Company's dividend in recent years as follows:

Year Cash Ratio of Total Stock Ratio of Total Total
Dividend Dividend dividend Dividend dividend
2012 NT$1.7 89.5% NT$0.2 10.5% NT$1.9
2013 NT$1.8 90% NT$0.2 10% NT$2.0
2014 NT $2.2 100% NT $0 0% NT $2.2
2015 (Proposed) NT $1.1 100% NT $0 0% NT $1.1

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2. The Dividend Distribution Proposal

Cash dividend: NT$ 1.1 per share (total amount will be NT$3,697,591,918).

4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution


Item
Year Year 2016 (Estimated)
Paid-In Capital (Beginningof The Year) NT $33,614,471,980
StockCash
Dividend
Distribution
Cash Dividend Per Share NT$1.10
Stock Dividend From Retained Earnings Per Share 0.00 Share
Stock Dividend From Capital Surplus Per Share 0.00 Share
Variance In
Business
Performance
OperatingIncome Not Applicable
% Change In OperatingIncome
Net Income
% Change In Net Income
Earnings Per Share
% Change In EPS
Average Return on Investment (%)
(Reciprocal of Average P/E Ratio)
Pro Forma EPS
& P/E Ratio
If Retained Earnings
Distributed In Cash
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment

If Capital Surplus
Not Distributed In
Stock Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment
If Retained Earnings
& Capital Surplus
Distributed In Cash
Dividend Rather
Than Stock
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment
  • As the Company does not disclose its financial forecast information, in compliance with relevant governmental regulations, there is no need to provide this information.

4.1.10 Compensation of employees, directors and supervisors

  1. The percentages or ranges with respect to employees, directors and supervisors' compensation, as set forth in the Asia Cement Corporation's Articles of Incorporation: Pursuant to the Articles of Incorporation, bonus of employees is 4% of distributable earnings. Compensation of directors and supervisors is 3% of distributable earnings. The Board of Directors resolved on March 25, 2016 to modify the Articles of Incorporation for distribution 2%~3.5% as employees' compensation and distribution less than 2.5% as directors and supervisors' compensation base on the profit of the current year. The modification of Articles of Incorporation will be resolved by the Shareholders’ meeting on June 21, 2016.

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  1. (1)The basis for estimating the amount of employees, directors and supervisors' compensation: Distribution 2%~3.5% as employees' compensation and less than 2.5% as directors and supervisors' compensation shall be based on the profit before income tax of the current year.

(2)The number of shares to be distributed as employees’ compensation: NA.

  • (3)The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure for the current period: the difference would be regarded as accounting estimation adjustment and recognized as the profit and loss of 2016.

  • Information on resolved by the Board of Directors on March 25, 2016 for distribution of compensation:

  • (1) The amount of any compensation distributed in cash or stocks: Employees’ cash compensation is NT$ 132,000,056. Directors and supervisors' cash compensation is NT$ 119,277,159.

  • (2) If there is any discrepancy between that amount and the estimated are recognized for the fiscal year shall be disclosed the discrepancy amount, its cause, and the status of treatment: No discrepancy.

  • (3) The amount of any employees' compensation distributed in stocks, and the amount as a percentage of the sum of profit after income tax base on the separated financial report and total employees’ compensation: N.A.

  • The actual distribution compensation of employees, directors and supervisors for the previous fiscal year (with an indication of the number of shares, amount and stock price of the shares distributed), and if there is any discrepancy between the actual distribution and the recognized compensation of employees, directors and supervisors, shall be disclosed the discrepancy, its cause, and the status of treatment:

  • (1) The Board of Directors resolved on March 20, 2015 to distribute employees’ compensation NT $318,072,423 and directors and supervisors’ compensation NT$ 238,554,317 which were recognized by the Shareholders’ Meeting. The employees' compensation was fully distributed. The actual distributed amount of directors and supervisors' compensation was NT$ 168,800,000 (17.89% distributed to individuals and representatives; 82.11% distributed to juridical persons). Retained un-distributed amount was NT$ 69,754,317.

  • (2) The employees’ compensation is more than the estimation in 2014 for NT$ 28,915,675 . The directors and supervisors’ compensation is more than the estimation in 2014 for NT$ 21,686,756. The difference is due to compensation of employees, directors and supervisors resolved by the Shareholders' meeting is higher than the estimating referred to the profit or loss of the year and profit distribution condition in the past years. These differences have been regarded as accounting estimation adjustment and recognized as the profit and loss of 2015.

  • Buyback of Treasury Stock: None.

  • Preferred Stock: None.

  • Employee Stock Option: None.

  • Restricted Stock Awards for employees: None.

  • Merger or acquisition of other company’ share to issue new share: None.

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4.2 Summary of Corporate Bonds

4.2.1 Issued Corporate Bonds

.2.1 Issued Corporate Bonds .2.1 Issued Corporate Bonds
Type of Bond
Issued
Item
1st Unsecured Corporate Bond Issued in 2014
DateIssued May.23,2014
ParValue NT$1,000,000
IssueandTradePlace N/A
IssuePrice ParValue
Nominal Amount NT$8,000,000,000
Interest Rate 1.36%
Term Five Years.
Maturity:
May.23,2019
Guaranty/Guarantor None
Trustee China Trust Commercial Bank,
TrustDepartment
Underwriter None
CertifiedLawyer M.T.Huang
CertifiedPublicAccountant H.W.Tai,L.W.Kuo
Repayment Method Interest Paid Annually Since Issue, 50% Principal Installed Seperately After The
45th Anniversary of TheIssueDate
OutstandingBalance NT$8,000,000,000
RedemptionClauses None
Restrictive Covenants None
Credit Rating Agency/Date/Rating Taiwan Ratings Corporation
Long term Credit Ratings: twA+
Short term Credit Ratings: twA-1
Outlook: Stable
Bond Ratings: -
Credit rating date:
Aug.22,2013
Convertible Amount
Converted
None
Issue/
Conversion
Rules
None
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equityandpotential dilutions.
None
Custodian None

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Type Of Bond
Issued
Item
Type Of Bond
Issued
Item
2nd Overseas
Unsecured Exchangeable Bonds
1st Overseas
Unsecured Convertible Bonds
Date Issued Jan. 27,2011 Jun. 7,2011
Par Value US$200,000 and in increments of US$1,000
thereafter
US$200,000 and in increments of US$1,000
thereafter
Issue And Trade Place Singapore Exchange Singapore Exchange
Issue Price Par Value Par Value
Nominal Amount US$375,000,000 US$172,500,000
Interest Rate 0% 0%
Term Five Years Maturity: Jan. 27,2016 Five Years Maturity: Jun. 7,2016
Guaranty/Guarantor None None
Trustee BNY Mellon BNY Mellon
Underwriter Goldman Sachs International Goldman Sachs International
Certified Lawyer Y.H. Wang Y.H. Wang
Certified Public Accountant H.W. Tai,Y.W. Fan H.W. Tai,Y.W. Fan
Repayment Method Unless previously redeemed, repurchased and
cancelled or exchanged, the bonds will be
redeemed at their principal amount on the
maturity date.



Unless previously redeemed, repurchased and
cancelled or converted, the bonds will be
redeemed at their principal amount with a
yield calculated at the rate of 0.3% per annum
on the maturitydate.
Outstanding Balance Dec. 31, 2015: US$42,300,000
Jan. 27,2016: US$0
US$166,500,000
Redemption Clauses A. The Issuer may redeem the bonds at the
option of the Issuer in whole or in part at
any time after three years of the issue date
at the early redemption price, if the closing
price for 30 consecutive trading days (in
the event of ex-rights or ex-dividends, the
closing price on each applicable trading
days during the period from the ex-rights
or ex-dividends trading day to the
ex-rights or ex-dividends record date, as
the case may be, shall be adjusted to the
price taking into account of impact of the
ex-rights or ex-dividends) of the common
shares of FENC on the TSE is at least
130% of the then exchange price.
B.
The Issuer may redeem all of the bonds at
their principal amount in the event that
more than 90% of the bonds have been
previously redeemed, repurchased and
cancelled or exchanged.
C.
The Issuer may redeem all of the bonds at
their principal amount in the event of
changes in ROC taxation resulting in
increase of tax obligation or the necessity
to pay additional interest expense or
increase of additional costs to the Issuer.
A. The Issuer may redeem the bonds at the
option of the Issuer in whole or in part
at any time after three years of the issue
date at the early redemption price, if the
closing price for 30 consecutive trading
days (in the event of ex-rights or
ex-dividends, the closing price on each
applicable trading days during the
period
from
the
ex-rights
or
ex-dividends trading day to the ex-rights
or ex-dividends record date, as the case
may be, shall be adjusted to the price
taking into account of impact of the
ex-rights or ex-dividends) of the Issuer’s
common shares on the TSE is at least
130% of the quotient of the early
redemption price multiply by the then
conversion
price
divided
by
the
principal amount of the bonds.
B.
The Issuer may redeem all of the bonds
at the early redemption price in the
event that more than 90% of the bonds
have
been
previously
redeemed,
repurchased and cancelled or converted.
C.
The Issuer may redeem all of the bonds
at early redemption price in the event of
changes in ROC taxation resulting in
increase of tax obligation or the
necessity to pay additional interest
expense or increase of additional costs
to the Issuer.
Restrictive Covenants None None
Credit Rating
Agency/Date/Rating
None None
Convertible Amount
Converted
None None

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Issue/
Conversion
Rules


Except for closed periods as prescribed by
ROC laws and regulations or otherwise
described in the Indenture, the bondholders
shall have the right to require the Issuer to
exchange the bonds into the exchange
securities at any time during the period from
the 41th day after the issuance of the bonds to
the date falling 30th day prior to the maturity
date. The aforementioned closed periods shall
mean:
A. The period of FENC has to close its
shareholders'
register,
which
period
currently includes 60 days prior to the date
of
the
annual
general
shareholders'
meeting, 30 days prior to a special
shareholders' meeting, or any other period
prescribed by law.
B. In the event of free distribution of shares,
distribution of cash dividends or rights
issues, by FENC, the period from at least
fifteen trading days prior to the record date
for determination of shareholders entitled
to receive dividends, subscription of new
shares or other benefits to the record date
for the distribution or allocation of the
relevant dividends, rights and benefits, and
in the event of capital reduction, the period
from the record date for determination of
the shareholders participating in such
capital reduction to the first trading day
immediately prior to the date on which the
common shares resume trading after such
capital reduction and other closed period as
required by ROC laws and regulations or
by the TSE.
C. Where any ROC laws and regulations
governing
closed
period
as
above-mentioned has been changed or
amended, the closed period shall be
amended to comply with the prevailing
laws and regulations.



























Except for closed periods as prescribed by
ROC laws and regulations or otherwise
described in the Indenture, the bondholders
shall have the right to require the Issuer to
convert the bonds into the converted
securities at any time during the period from
the 41th day after the issuance of the bonds
to the date falling 30th day prior to the
maturity date. The aforementioned closed
periods shall mean:
A. The Issuer has to close its shareholders'
register, which period currently includes
60 days prior to the date of the annual
general shareholders' meeting, 30 days
prior to a special shareholders' meeting,
or any other period prescribed by law.
B.
In the event of free distribution of shares,
distribution of cash dividends or rights
issues, by Issuer, the period from at least
fifteen trading days prior to the record
date for determination of shareholders
entitled
to
receive
dividends,
subscription of new shares or other
benefits to the record date for the
distribution or allocation of the relevant
dividends, rights and benefits, and in the
event of capital reduction, the period
from the record date for determination of
the shareholders participating in such
capital reduction to the first trading day
immediately prior to the date on which
the common shares resume trading after
such capital reduction and other closed
period as required by ROC laws and
regulations or by the TSE.
C.
Where any ROC laws and regulations
governing
closed
period
as
above-mentioned has been changed or
amended, the closed period shall be
amended to comply with the prevailing
laws and regulations.
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equity and potential dilutions.
The 2ndoverseas unsecured exchangeable
bonds with a zero coupon rate, the bonds
provide a low-cost source of long-term funds
and reduce the interest expenses, and
therefore have a positive boost on the
Issuer'sprofitability.
The 1stoverseas unsecured convertible
bonds with a zero coupon rate, the bonds
provide a low-cost source of long-term
funds and reduce the interest expenses,
and therefore have a positive boost on the
Issuer'sprofitability.
Custodian None None

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Type Of Bond Issued
Item
Type Of Bond Issued
Item
2nd Overseas Unsecured Convertible Bonds
Date Issued May. 13,2013
Par Value US$200,000 and in increments of US$1,000 thereafter
Issue And Trade Place Singapore Exchange
Issue Price Par Value
Nominal Amount US$220,000,000
Interest Rate 0%
Term Five Years Maturity: May. 13,2018
Guaranty/Guarantor None
Trustee BNY Mellon
Underwriter Goldman Sachs International
Certified Lawyer Y.H. Wang
Certified Public Accountant H.W. Tai,L.W. Kuo
Repayment Method Unless previously redeemed, repurchased and cancelled or converted, the bonds will be
redeemed at theirprincipal amount on the maturitydate.
OutstandingBalance US$220,000,000
Redemption Clauses A. The Issuer may redeem the bonds at the option of the Issuer in whole or in part at any
time after three years of the issue date at the principal amount, if the closing price for 30
consecutive trading days (in the event of ex-rights or ex-dividends, the closing price on
each applicable trading days during the period from the ex-rights or ex-dividends trading
day to the ex-rights or ex-dividends record date, as the case may be, shall be adjusted to
the price taking into account of impact of the ex-rights or ex-dividends) of the Issuer’s
common shares on the TSE is at least 130% of the quotient of the principal amount
multiply by the then conversion price divided by the principal amount of the bonds.
B.
The Issuer may redeem all of the bonds at the principal amount in the event that at least
90% of the bonds have been previously redeemed, repurchased and cancelled or
converted.
C.
The Issuer may redeem all of the bonds at principal amount in the event of changes in
ROC taxation resulting in increase of tax obligation or the necessity to pay additional
interest expense or increase of additional costs to the Issuer.
Restrictive Covenants None
Credit Rating
Agency/Date/Rating
None
Convertible Amount
Converted
None
Issue/
Conversion
Rules
Except for closed periods as prescribed by ROC laws and regulations or otherwise described
in the Indenture, the bondholders shall have the right to require the Issuer to convert the
bonds into the converted securities at any time during the period from the 41th day after the
issuance of the bonds to the date falling 30th day prior to the maturity date. The
aforementioned closed periods shall mean:
A. The Issuer has to close its shareholders' register, which period currently includes 60 days
prior to the date of the annual general shareholders' meeting, 30 days prior to a special
shareholders' meeting, or any other period prescribed by law.
B.
In the event of free distribution of shares, distribution of cash dividends or rights issues,
by Issuer, the period from the fifteen trading days prior to the commencement day of the
closed period with respect to the record date for determination of shareholders entitled to
receive dividends, subscription of new shares or other benefits to the record date for the
distribution or allocation of the relevant dividends, rights and benefits, and in the event of
capital reduction, the period from the record date for determination of the shareholders
participating in such capital reduction to the first trading day immediately prior to the date
on which the common shares resume trading after such capital reduction and other closed
period as required by ROC laws and regulations or by the TSE.
C.
Where any ROC laws and regulations governing closed period as above-mentioned has
been changed or amended, the closed period shall be amended to comply with the
prevailinglaws and regulations.
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equityandpotential dilutions.
The 2ndoverseas unsecured convertible bonds with a zero coupon rate, the bonds provide a
low-cost source of long-term funds and reduce the interest expenses, and therefore have a
positive boost on the Issuer's profitability.
Custodian None

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4.2.2 Issued Exchangeable and Convertible Bonds

Type of Bonds Issued Type of Bonds Issued 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds 2nd Overseas Unsecured Exchangeable Bonds
Year
Item

Launch
Date
2011 2012 2013 2014 2015 As of
Jan. 27,2016
Number of Exchange
Securities
171,421,824 185,436,894 200,867,159 213,261,509 25,525,954
Note1
27,049,639 -
Note3
Exchange Price/Share 63.51 58.71 54.20 51.05 48.11 45.4Note2 45.4
Market Price of
Exchangeable
Bonds(US$)
Highest 100 101.85 98.12 99.87 100.42 97.33 96.253
Lowest 100 88.96 93.21 98.06 96.32 96.21 96.249
Average 100 96.98 96.34 98.93 98.55 97.00 96.251
Issued Date Jan. 27, 2011
Exchange Securities The Common Shares of Far Eastern New Century Corporation.

Note1: Pursuant to the Indenture, any holders of the bonds may exercise the holders’ Put Right to require the company to redeem the bonds held by the holders in whole or in part only on 27 January 2014. As of the date of redemption, the total redemption amount is US$332,700,000, and the outstanding balance is US$42,300,000.

Note2: Pursuant to the Indenture, the exchange price of the bonds had been adjusted to NT$45.4/Share since August 6, 2014 as FENC distributed cash dividends and stock dividends.

Note3: After final redemption on Jan. 27, 2016, there is no outstanding balance.

Type of Bonds Issued Type of Bonds Issued 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds 1st Overseas Unsecured Convertible Bonds
Year
Item

Launch
Date
2011 2012 2013 2014 2015 From the
current year to
April. 30,2016
Market Price of
Convertible
Bonds(US$)
Highest 100 107.01 105.61 108.64 110.67 105.24 101.13
Lowest 100 95.14 96.63 101.91 102.29 99.28 99.68
Average 100 99.72 101.13 104.85 106.03 101.83 100.43
Conversion Price/Share 50.17 46.9 42.87 40.14 37.72Note1 35.28Note2 35.28
Issuing (handling) date and
conversionprice in issuing
Issued on Jun. 7, 2011
NT$50.17/share
Method of performing
conversion obligations
Issuance of new shares

Note1: Pursuant to the Indenture, any holders of the bonds may exercise the holders’ Put Right to require the company to redeem the bonds held by the holders in whole or in part only on 7 June 2014. As of the date of redemption, the total redemption amount is US$6,000,000, and the outstanding balance is US$166,500,000.

Note2: Pursuant to the Indenture, the conversion price of the bonds had been adjusted to NT$35.28/Share since September 8, 2015 as ACC distributed cash dividends and stock dividends.

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Type of Bonds Issued Type of Bonds Issued 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds 2nd Overseas Unsecured Convertible Bonds
Year
Item

Launch Date
2013 2014 2015 From the current year to
April. 30,2016
Market Price of
Convertible
Bonds(US$)
Highest 100 105.71 108.12 104.68 100
Lowest 100 98.10 101.27 98.08 98.69
Average 100 101.52 103.83 100.50 99.41
Conversion Price/Share 48 44.7 42 39.28Note1 39.28
Issuing (handling) date and
conversionprice in issuing
Issued on May. 13, 2013
NT$48/share
Method of performing
conversion obligations
Issuance of new shares

Note1: Pursuant to the Indenture, the conversion price of the bonds had been adjusted to NT$39.28/Share since September 8, 2015 as ACC distributed cash dividends and stock dividends.

4.3Summary of Issued GDR

5. Issue Date Jun. 23,1992 Sep. 13,1996 Jan. 23,2007 Mar. 25,2008
Issuance & Listing London Stock Exchange
Total Amount(US$) 66,002,750 60,000,010.77 83,209,951.46 61,355,000
IssuingPriceper GDR(US$) 27.50 19.67 9.905946602 17.53
Number of GDR Issued 2,400,100 3,050,331 8,400,000 3,500,000
Underlying Securities ACC Common
Shares held by
Far Eastern
New Century
Corporation
ACC Common
Shares held by
Far Eastern
New Century
Corporation
ACC Common
Shares held by
Yuang Ding
Investment
Corporation
ACC Common
Shares held by
Far Eastern
General
Contractor Co.,
Ltd. and Far
Eastern
Construction
Co., Ltd.
Common Shares Represented
(shares)
24,001,000 30,503,310 84,000,000 35,000,000
Right & Obligation of GDR
Holders
Same as Common Shareholders
Trustee Not Applicable
DepositaryBank BNY Mellon
Custodian Far Eastern International Bank
Outstanding 38,972(As of April 30,2016)
Apportionment of Expenses for
Issuance & Maintenance
All expenses related to issuance and maintenance is undertaken by
FENC and ACC respectively.

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Major Commitment of Depositary
Agreement & CustodyAgreement
Major Commitment of Depositary
Agreement & CustodyAgreement
Major Commitment of Depositary
Agreement & CustodyAgreement
GDR holders are allowed to vote on a given agenda only when
over 51% of them reach consensus.
Closing
Price
Per
GDR
(US$)
2015 Highest 11.9
Lowest 11.86
Average 11.885
As of
April 30,
2016
Highest 11.9
Lowest 11.9
Average 11.9

*Each GDR represented 10 Common Shares.

4.4 Status on Execution of Capital Utilization Plans

Funds utilization plans have not been completed or have been completed in past 3 years but their benefits have not been appeared: none.

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V Overview of Business Operation

5.1 Business Introduction

5.1.1 Business Scope

  1. Scope of Business: Please refer to Section 2.1: “Scope of Business.”

  2. Main Business and Percentage:

  3. A. Production and sales of Cement and clinker: 91%.

  4. B. Granulated blast-furnace slag: 9%.

  5. New Product Research & Development: None.

5.1.2 Industry Overview

  1. Market situation and future outlook

  2. A. The 2015 total cement production volume in Taiwan was 13,445,063 MT, decreased 8.09% compared to 2014. Among them, the domestic cement sales was 10,215,068 MT, and exported cement was 3,260,662 MT. Compared with those in 2014, domestic sales decreased by 7.89%, exports decreased by 6.74%. In 2015, due to Taiwan Government policy and the economy, the domestic real estate continued to show decline both in volume and price. The cement consumption decreased slightly to 11,652,768 MT, decreased by 7.24%. The 2015 per capita average cement consumption is about 496 kg, decreased 7.46% from 536 kg in 2014. As a result, the cement market in Taiwan is still showing oversupply.

  3. B. For the year 2015:

    • (1) Outlook of the domestic market:

Taiwanese Public Works budget totaled NT$ 189 billion in 2016, increased NT$ 9.9 billion, 5.5%. Affected by the real estate taxes, the domestic real estate boom continues to slump. Real estate transactions significantly reduced, while housing supply increases. Meanwhile, there will be fewer application for construction license.. There is a large price gap for real estate between buyers and sellers. Moreover, because of factors such as soil liquefaction issue, reduced transaction and price of housing market is expected. The demand for cement will continue to decrease.

  • (2) Outlook of the global markets:

For 2016, the cement industry in China will keep conducting mergers & acquisitions, eliminating backward production capacity, and raising cement price. The profits for its cement market are expected. For the cement markets in the rest areas, the cement markets in the emerging Asian countries have the strongest market demands while every country has new production plans. Among them, Philippines enjoy rapidly growing demand, while Indonesia, Vietnam, and Myanmar will have steady growth, and Malaysia and Thailand will remain in the same level. Meanwhile, the export volume of Vietnam will increase. In Northeast Asia, the domestic sale and export volume in Japan will be stable. South Korea’s domestic market will grow rapidly. The cement markets in

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Western European are still in a downturn. Their overcapacities have been exported to Africa and Latin America. The usage volume and price of cement in the U.S. will grow significantly in this year. The U.S starts to import cement for its domestic need in 2016.

Overall, the domestic demand in Taiwan shall increase while the oversea cement markets continue to grow. The Company will continue to keep the balance between production and sale.

  • C. In addition to root in Taiwan for on-going cement business operation, the Company will keep enhancing its competitiveness by largely expansion in China both in production and sales.

  • The relationships among the value chain of cement industry

The upstream, midstream and downstream sectors of cement industry, namely ready-mixed concrete, precast, and construction industry, are co-existed and blooming together. Nowadays, vertical integration is the trend in cement industry. As a result, the Company’s operation - strategy is to establish the downstream subsidiaries Ya Tung Ready-mixed Concrete Corp. and Yali Precast & Prestressed Concrete Industries Corp., and to invest Far Eastern Construction Company and Far Eastern General Contractor Company to grasp the business opportunities.

  1. Product development and company competitiveness

  2. Although the cement products include Portland Cement Type I, Type II, and Special Cement, the major market demand is Portland Cement Type I. However, the overseas market has stronger demand for Special Cement in recent years. The ability to produce quality products and the shipping & loading efficiency has become the key competitive factors.

5.1.3 Technology and Research Development

As of April 30, 2015 Unit: NT$1,000

Item Amount
1 Enhancing the control techniques of limestone in quarry 16,500
2 Techniques for particulate pollutants detection technology 1,400
Total 17,900

5.1.4 Short-term Business Plan

  • To strengthen the existing domestic and international channels of cement sales.

  • To reduce costs and to maintain fully sell out the estimated production volume and sound profitability.

  • To fulfill the vertical integration policy and to expand into downstream market channels.

  • To keep good relationship with customers and foresee market trend.

5.1.5 Long-term Business Plan

  • Maintain solid position in Taiwan - improve producing efficiency.

  • Increase the investment in China (Please refer to the “I Report to Shareholders” at page 1 and the “8.2 Basic Information of Affiliates” at section 8.2 of this annual report.

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  • Extend the global market - Find new markets, new opportunities to expand overseas operations.

5.2 General Information of Market & Production

5.2.1. Markets Analysis

  1. Major Sale Markets

  2. A. Cement and Clinker:

    • “Skyscraper” is the Company’s brand-name for marketing all kinds of our products. Our domestic market includes Taiwan, Penghu, Kinmen and Matsu, and our overseas market includes Singapore, Malaysia, Philippine, Hong Kong, Guam, Hawaii, etc.
  3. B. Ready-Mixed Concrete:

To provide better customer service, our subsidiary, Ya Tung Ready-Mixed Concrete Corp., has set up many plants around Taiwan, and furthermore established strategic alliance with local firms.

  1. Market Share

In 2015, the Company domestic sales was 3,131,653 MT, i.e. 30.66% of the sales amount of all domestic cement producers, which was equal to 26.87% of total cement consumption in Taiwan.

  1. Market supply forecast, growth opportunity, and business competitiveness:

  2. A. Since there will be fewer application for construction license, the estimated demand for 2016 in Taiwan will be less than 10 million MT. However, the cement price will be influenced by the cost of energy, labor, raw material, shipping and the quantities of imported cement.

  3. B. For the export sales, the Company is expected to export 1.65 million MT of cement and clinker in 2016, increased 0.29 million MT by last year. The Company has long term major customers in Singapore, Malaysia, etc. and shall continue to maintain an excellent business relationship with them in the years to come. The Company has also expanded its trading business for cement.

  4. C. In the view of the vast and steady growth market in China, Asia Cement Corporation actively expands production base as well as storage and transportation facilities. In addition, with the markets both in Taiwan and China, it constitutes an effective competitive niche and profitability for the Company.

  5. Positive factors for the industry development

The budget for 2016 Public Works Projects increase 5.5% to NT $189 billion. Taiwan’s cement industry believes that the implementations of several infrastructure projects such as Suhua Highway improvement projects, the improvement of the South-Link Highway in Taitung, Linkou power plants, Intercontinental Container Terminal of the Kaohsiung Port, the Circular Line of Taipei Metro system, athletes' village for 2017 Taipei Summer Universiade, west coast expressway, and the Tamkang Bridge, the cement consumption in Taiwan is expected to slow the decline of cement market.

  1. Negative factors and the solutions

  2. A. Industry relocation, environmental awareness, and emission limits of carbon dioxide will increase the difficulties in both public constructions and private housing sectors, and cause

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the construction industry more conservative. This will constrain the growth of cement demand.

  • B. The Ministry of Economic Affairs has set limitations on trade volume of domestic cement industry according the Foreign Trade Law. The limitations will gradually lower the export-production ratio from 50% in 2011 to 29% in 2016. The over-supply condition will be worse.

  • C. The applications for construction license from Jan. to Mar., 2016 decreased 26% than in the same period of 2015. This shows negative view toward real estate market in Taiwan.

  • D. Since May 18, 2016, Taiwan's Ministry of Finance conducts investigation on cement and clinker from China and imposes anti-dumping duties, 91.58% during the investigation. This will help Taiwan’s domestic market.

  • E. Solutions:

  • Improve the efficiency of current production, transportation and marketing activities and strengthen the downstream distribution channels in both domestic and overseas market. Continue selecting good target markets, establish production and distribution channels, expand customers in emerging countries, and realize reasonable profitability.

5.2.2 Application of Major Cement Products

  1. Portland Cement Type I:

  2. It is known as ordinary cement, used for all structural projects which are not particularly exposed to sulphuric acid or underground water. Most of the current market supply is in this category.

  3. Portland Cement Type II:

With lower hydration heat than Portland Cement Type I as well as low alkalis and moderate resistance to sulfate, Portland Cement Type II is for large-scale structures. It is resistant against cracking and erosion by sea water, salt, and alkali. The general purposes are as follows:

  • A. Underground foundation engineering: Tower Building Basement, underpass, sewers, tunnels and massive underground rapid transit systems.

  • B. Large-scale concrete works: Bridges, dams, water retention facilities, valve based structure.

  • C. Construction subject to erosion by sea water and sea wind: dock, breakwaters, caisson, breeding plants, harbors, and others.

  • D. Project that requires resistance to sulfate: Sewage treatment plants and chemical engineering.

  • Special Purpose Cement: Produced to meet customers’ special needs.

  • Production process:

All types of cement are produced in accordance to a fixed proportion of mixtures, in the following steps:

  • A. Limestone and clay are mixed and ground into raw meal.

  • B. Raw meal is poured into the rotary kiln and burned in high temperature to produce clinker.

  • C. Clinker is mixed with gypsum and ground into cement.

  • D. Cement is sold in bulk or packages.

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5.2.3 Supply Condition of Main Raw Materials

The major raw materials used by the Company consist of limestone, clay, gypsum, pyrite, iron slag, and raw coal for fuel. Except a little limestone, most limestone is produced and used by the Company. Clay is purchased from domestic suppliers through long-term contracts. Gypsum and pyrite are supplied by qualified domestic and foreign firms. Fuel coal is supplied by Australian providers via long or short term contracts.

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5.2.4 Major Suppliers Information for the Last Two Years

Unit: NT$1,000

2014 2015 As of March 31, 2016 As of March 31, 2016 As of March 31, 2016
Item Company Name Amount % Relation
with Issuer
Company Name Amount % Relation
with Issuer
Company Name Amount % Relation
with Issuer
1 CC Co., Australia 1,484,156 37.86 Raw material
supplier
BB Co., Australia
1,084,035

30.27
Raw material
supplier
BB Co.,
Australia
161,865
33.33
Raw material
supplier
2 Chung Ling Co. 699,467 17.84 Raw material
supplier
Chung Ling Co. 726,050
20.27
Raw material
supplier
Dongfa Corp. 35,316
7.27
Material
supplier
3 Young Year 150,811 3.84 Raw material
supplier
AA Co.,Australia 179,020
5.00
Raw material
supplier
KENWAY 24,969
5.14
Equipment
supplier
4 KENWAY 91,034 2.32 Equipment
supplier
Fushan Mining 112,570
3.14
Raw material
supplier
Gypsum DD
Corp.
22,779
4.69
Raw material
supplier
Others 1,496,210 38.14 Others 1,480,056
41.32
Others 240,758
49.57
Net Total
Supplies
3,921,678 100.00 Net Total
Supplies
3,581,731 100.00 Net Total
Supplies
485,687 100.00

Note: Variations are because of market mechanisms.

5.2.5 Major Clients Information for the Last Two Years

Unit: NT$1,000

2013 2014 As of March 31, 2015 As of March 31, 2015 As of March 31, 2015
Item Company
Name
Amount % Relation
with Issuer

Company
Name
Amount % Relation
with Issuer
Company
Name
Amount % Relation
with Issuer
1 Ya Tung
Ready-Mixed
Concrete Co.
1,691,597
14.07

Subsidiary
Ya Tung
Ready-Mixed
Concrete Co.
1,662,917
14.31

Subsidiary
Ya Tung
Ready-Mixed
Concrete Co.
356,650
14.42

Subsidiary
Others 10,328,543
85.93
Others 9,961,264
85.69
Others 2,116,093
85.58
Net Sales 12,020,140
100.00
Net Sales 11,624,181
100.00
Net Sales 2,472,743
100.00

Note: Variations are because of market mechanisms.

5.2.6 Output of Main Products 2014-2015

1. ACC (Taiwan)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Output
Product
2014 2015
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 5,597 4,904 9,232,363 5,597 4,621 8,795,333

2. ACC (China)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Output
Product
2014 2015
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 35,500 29,648
28,322,859

35,500

30,265

25,284,094

5.2.7 Sales of Main Products 2014-2015

  1. ACC (Taiwan)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Sales
**Product **
2014 2014 2014 2014 2015 2015 2015 2015
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker* 3,407 7,741,476 1,590 2,864,347 3,178 7,254,186 1,366 2,566,258
  • Cement & Clinker produced by the Company.

2. ACC (China)

Unit: NT $1,000, Cement and Clinker 1,000 MT

Year
Sales
**Product **
2014 2014 2014 2014 2015 2015 2015 2015
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker* 30,131 37,994,448 0 0 30,283 29,452,257
230
283,012
  • Cement & Clinker produced by the Company.

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5.3 Human Resources

Year 2014 2015 As of Apr. 30, 2016
Number of
Employees
Headquarter 151 153 151
Hsinchu Plant 106 105 104
Hualien Plant 322 314 308
Total 579 572 563
Average Age 47.92 48.18 49.29
Average Years of Service 21.48 21.41 21.38
Education Ph.D. 0 0 0
Masters 9.82% 11.01% 11.37%
Bachelor’s Degree 40.18% 41.26% 41.38%
Senior High School 42.28% 40.38% 40.50%
Below Senior High School 7.72% 7.34% 6.75%

5.4 Expenditures on Environmental Protection

According to government regulations, the Company set up the continuous emission monitoring system to monitor pollutant opacity of nitrogen oxides, sulfur oxides, and other pollutants.

  • During the most recent fiscal year and the current fiscal year up to the printing date of the annual report, the loss (including compensation) and penalty resulted from environmental pollution:

  • (1) Fine: none.

  • (2) Countermeasures: none.

  • The restriction of RoHS (to restrict the use of hazardous chemicals) is not applicable to the Company.

5.4.1 ISO-14001 Environmental Management Systems (EMS)

  1. ISO-14001 EMS has become the trend in many advanced countries.

  2. In August 1996, the Hualien plant of the Company passed certification by the Bureau of Commodity Inspection and Quarantine of the Ministry of Economic Affairs (MOEA), and in November of the same year, Hualien plant became one of the first organizations in Taiwan to receive ISO-14001 certification. In July 2000, Taiwan’s first Environmental Report was completed by Hualien plant according to Sustainability Reporting Guidelines of Global Reporting Initiative (GRI).

  3. The affiliated Jiangxi Yadong Cement Co., Sichuan Yadong Cement Co., Hubei Yadong Cement Co., Huanggang Yadong Cement Co., and Wuhan Yaxin Cement Co., have awarded ISO-14001 certification.

5.4.2 Air Pollution Prevention

  1. One of the main environmental concerns relating to cement production is air pollution caused by the dust generated from production processes. Therefore, the work of dust disposal is an important duty, not only to prevent air pollution, but also to reduce the loss of raw materials and finished products. Consequently, ACC has always emphasized on the efficiency of dust collection equipment.

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  1. At present, ACC's Hsinchu plant has 2 electrostatic precipitators and 35 bag filters, with a total investment cost of NT $174 million. The Hualien plant has 9 electrostatic precipitators and 80 bag filters, with a total investment cost more than NT $950 million. In 2015, the Hsinchu plant invested NT$12.8 million to improve its air pollution control facilities. For increasing dust preventive facilities, Hsinchenshan Mine of the Hualien plant had built 440-meters-long fully-closed belt conveyor in 2015, which could completely prevent dust shed or spread, moreover, the Hualien plant set up dustproof net outside of the belt conveyor. We will continue to build 180-meters-long fully-closed belt conveyor in 2016.

  2. The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.

  3. In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.

  4. In 2015, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 52,176,000.

  5. 5.4.3 Greening and Beautification for Quarry Restoration

  6. Both Hsinchu and Hualien plants have implemented measures for soil conservation and taken actions to green the environment by planting trees and other vegetation. For many years, the Hualien plant promotes the cultivation of the native species of trees for greening the quarry and the plant.

  7. As of 2015, the green restoring area is 56.8 acres, while exploiting operation area is 26.5 acres, which is 68.19% and 31.81% respectively. Recently, the quarry of the Hualien plant is visible from nearby high way and railroad. In order to integrate the quarry into the surrounding environment, the Hualien Plant introduced a new forestation method for quarry restoration. Within merely two year, trees could grow up to 4 meters high.

  8. In 2015, the Hualien plant devoted NT$ 12,478,000 to the greening and beautification of the quarry.

  9. Due to Hualien Plant’s dedication of environmental protection and engaging in community activities, the Taroko National Park cooperates with the Company to preserve native species of trees for greening and beatification of the National Park and environment guidance.

  10. In 2007, the Hualien Plant was awarded for the excellent performance in the project of “promoting green communities” by the Environmental Protection Administration.

5.4.4 Major Environmental Protection Work in the Future

  1. Reinforcing and ensuring the normal operation of environmental facilities.

  2. Practicing in industry waste reduction; avoiding pollution.

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  1. Improving the greening rate in factory and quarry areas.

  2. Utilizing wastes as resources to take social responsibilities.

  3. Endlessly enhancing the environmental measures and techniques; expecting to reach the goal of “zero pollution”.

5.4.5 Fulfill Social Responsibilities

  1. The Company volunteered to take care of greenbelts and pavements alone the Dun-Hua South Road and An-He Road over a long period of time to fulfill its social responsibilities and strengthen relations with neighborhood.

  2. Since 2001 on, Hualien plant has annually participated in local festivals such as lily blossom in Buluowan held by the Taroko National Park and donated potted flowers and plants for all visitors.

  3. For our neighbors’ traffic safety, the Hualien plant has regularly sponsored Xincheng Branch of the Hualien County Police Office to renew police stands and street lamps.

  4. The Company will also sponsor local activities and facilities of the villages and towns nearby the Hsinchu and Hualien plant.

  5. Employees are encouraged to serve as hospital volunteers.

  6. Based on ACC corporate philosophy of “feeding back to society whatever takes from society,” the Company sponsors Far Eastern Medical Foundation, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation, and Far Eastern Memory Foundation and participates in all kinds of public service activities.

5.5 Labor Relations

The Company complies with every regulation of labor relationship. Due to the excellent labor relations, there were no damages or penalties causing from labor disputes.

  1. According to law, The Company has Industrial Welfare Committee to allot welfare fund for staffs and conduct many welfare-related activities. In factory, we have basketball courts, tennis courts, badminton courts, table tennis courts, and swimming pools, etc., as staff's recreational facilities. Health examination, group insurance, subsidies for employee’s education, trips, and clubs are also included in welfare plans.

  2. Employee Relations

  3. The Company provides Employee Assistance Program (EAP) service from Hsinchu Lifeline Association, EAP Center, which offers professional counsel to all issues employees may meet, such as career development, family issues, and interpersonal relationship.

  4. Every year, the Company participates in the training programs provided by the training center of Far Eastern Group, which include professional courses such as finance, accounting, marketing, information, and management skills for management levels. Following the Company’s development plan, the Human Resource Department also holds in-house courses customized for the competencies by request of different professions and levels. These courses provide executives and employees with sufficient training opportunities, which not only can be applied to the workplace, but also connect with employees’ career development.

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Also, the Far Eastern EMBA programs designed by professors from Center for Management Studies, Yuan Ze University, provide the chances of advanced study with employees and develop staffs’ excellent talents for the Company’s long-term development. We also invite all trainees to share what they learned to expand learning effect. In addition, in view of respective demands, every department of the Company recommends employees to participate in the courses introduced by government bodies and other social institutions in order to acquire the latest relevant information.

Furthermore, Human Resource Department holds reading club, inviting a professional lecturer monthly to guide reading and facilitate discussion, encouraging employees to absorb new concepts and sharing knowledge.

In 2015, totally 250 training courses were held for ACC employees, roughly 2,720 participants; the relevant expenditures amounted to NT$ 2.5 million.

  1. The “Employment Rules of Asia Cement Corporation” articulates regulations in connection with appointment, service, assessment, and rewards as well as punishments, promotion, retirement, and compensation, etc. In order to guarantee the rights relating to retirement and compensation, in accordance with the law the Company sets up Supervisory Committee of the Labor Retirement Fund, allocates work’s retirement reserve fund into the special account managed by assigned institutions, regularly convenes the supervisory committee, and audits the allocation and practice of work’s retirement reserve fund. In addition, in compliance with Labor Pension Act, the Company monthly set aside pension fund for the employees who choose to be subject to the pension mechanism.

  2. The Company’s management philosophy “Sincerity, Diligence, Thrift and Prudence” has been firmly in every employee’s heart. “Sincerity” implies honest and enthusiasm. “Diligence” indicates dedication. “Thrift” signifies frugality and modesty. “Prudence” represents deliberation and accuracy. In short, one important corporate culture of ACC is that every job should be done thoroughly, precisely, and perfectly.

  3. In “Employment Rules of Asia Cement Corporation” mentioned above, the chapter 4 ‘Service’, and chapter 7 ‘Assessment, Reward, Punishment, and Promotion’ clearly illustrate the principles of conduct. In terms of management, besides emphasizing staff self-discipline, the Company also asks every department managers to take responsibilities of educating, advising, and leading their subordinates, which enables employees to fully understand the behavior and ethics criteria.

For better compliance with corporation governance, the Company has also enacted “Codes of Ethical Conduct” and “Principles for Ethical Management”.

  1. Policies of labor safety and health

  2. A. Management in Labor Safety and Health

The Company’s policy of labor safety and health is based on the following vision-“protecting labor safety, improving occupational environment, and building up friendly workplace.” Also, we comply with Labor Safety and Health Act, carry out systematical management in occupational health and safety, and implement identification of

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the hazardous factors, risk evaluation and control in workplace. Besides setting up safety standards and developing safety management system, the safety-related training courses, such as prevention of hidden dangers, emergency response planning, and safety self-management are regularly and irregularly held, to ensure that all employees can obey safety related rules and operate safety equipment and protective outfits well. The Company reached the target which is no occupational-safety accident happened in 2015.

In February 2009, the Hualien plant has passed TOSHMS (Taiwan Occupational Safety and Health Management System). On November 6, 2013, the Hualien Plant obtained “Occupational Safety and Health Management System Performance Recognitions” from the Council of Labor Affairs. Its effective period is five year. The Hualien plant also pass the certification of "TOSHMS Taiwan Occupational Safety and Health Management System" on October 12, 2013 approved by the Ministry of Economic Affairs Bureau of Standards. . Its effective period is to June 27, 2016.The Hsinchu Plant also follows the model of Hualien plant for establishing a faultless occupational safety and health management System.

B. Workplace environment and labor safety protection

To assure employee safety and health, protect the assets of the Company, and make comfortable and safe workplace, based on safety-related rules, we have the following active measures:

a. Following procurement to assure the intrinsic safety of raw materials and equipment:

Conforming to the safety and health standard is the essential consideration of purchasing raw materials and equipment to assure the intrinsic safety of manufacture procedure, products, and equipment.

b. General safety management, training courses, and related auditing:

We monthly hold safety and health committee and safety-related courses for employees and contractors to make sure that everyone working with ACC fully understands the possible hazardous factors and prevention measures in workplace, and obeys safety-related standards to preclude the occurrence of any disaster. Also, by means of “the walking around management” and frequently patrols, we investigate flaws and also improve them to assure the effective operation in safety management.

c. Workplace environmental monitoring system and usage of protective outfits:

All plants regularly monitor noise, high temperature, and radiation around workplace, so the unusual condition can be immediately detected and eliminated. Also, all employees can be protected from possible dangers by protective outfits designed for different hidden hazardous factors in workplace.

d. Health Care Management for Employees:

All plants set up medical offices with nursing staff and contracted doctors, and prepare emergency medicine, equipment, and supplies. According to related rules, all employees regularly accept health assessment and carry out health care management.

e. Emergency Drills and Exercises

All plants shall regularly exercise emergency response drills by following their

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emergency response plan. All employees shall be familiar with relevant details, which ensures the losses could be minimized in case of emergency.

  1. ACC has enjoyed harmonious relations between management and employees for years. Employees devoted their time and hard work to the Company. In recent years, the Company's continuous excellent performance of sales and production is a proof of employees' effort. The Company's work and employment regulations are based on the Labor Law and in some cases even exceed the minimum requirements of the law. Besides reasonable payment, ACC gives seasonal bonuses to encourage clinker production, attendance award, and cost and resource-saving measures, as well as year-end bonuses based on the Company's annual performance. In addition, employees are entitled to other dividends depending on their positions in the Company. All regulations concerning bonuses are clearly stipulated in the Company’s regulations.

The Company was awarded “2013 Excellence Recognition for its collective agreement with employees” by the Ministry of Labor.

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5.6 Major Contracts

Type of Contract Contracting Party Contract Duration Primary Contents Restrictive
Clauses
Issuance of
Long-term
Commercialpaper
International Bills Finance
Corporation

2014/04~2018/04
Company has the right to
terminate the issuance after 3
years
None
Issuance of
Long-term
Commercialpaper
China Bills Finance
Corporation
2014/04~2018/04 Company has the right to
terminate the issuance after 3
years
None
Issuance of
Long-term
Commercialpaper
China Bills Finance
Corporation
2014/03~2018/03 Company has the right to
terminate the issuance after 3
years
None
Issuance of
Long-term
Commercialpaper
Mega Bills Finance co.,
Ltd
2014/03~2018/03 Company has the right to
terminate the issuance after 3
years
None
Bank long-term
unsecuredloan
Mizuho Corporate Bank,
Taipei Branch
2016/03~2018/03 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
First Commercial Bank.
Tung-Hwa Branch
2016/04~2018/04 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Taiwan Cooperative Bank 2016/03~2018/03 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Hwa Nan Commercial
Bank.Tung-Hwa Branch
2015/12~2017/12 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
securedloan
Far Eastern International
Bank BusinessDept.
2016/01~2018/01 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Bank of China 2015/06~2017/06 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Bank of Taiwan 2016/02~2018/02 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
E.Sun Commercial
Bank
2015/10~2017/10 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Yuanta Commercial Bank 2015/10~2017/10 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
Chang Hwa Bank
Tung-Hwa Branch
2015/08~2017/08 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecured loan
Mega International
Commercial Bank Foreign
Dept.

2015/06~2017/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Mega International
Commercial Bank Foreign
Dept.

2015/06~2017/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecuredloan
Land Bank of Taiwan Co.,
Ltd.
2015/08~2017/08 Interest paid monthly, principal
repaidat maturity
None
Bank long-term
unsecuredloan
BNP PARIBAS Taiwan 2015/09~2017/09 Interest paid monthly, principal
repaidat maturity
None
Long term raw
material supply
BB Co., 2015/01~2016/03 Contract of Coal Purchase from
Australia
None

Long term raw
material supply
Chung Ling Co. 2015/01~2016/02 Contract of Limestone and Clay
Purchase
None
Long term raw
material supply
AA Co., 2015/01~2015/03 Contract of Coal Purchase from
Australia
None
Long term raw
material supply
CC Co., 2015/04~2015/09 Contract of Gypsum Purchase None

Equipmentsupply
KENWAY 2015/01~2015/12 Contractofequipmentsupply None

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VI Financial Information

6.1Financial Reports & Audit Results (2012~2015)

6.1.1 Consolidated Balance Sheets

UNIT: NT$1,000

Year
Item
Year
Item
Four-Year Financial Summary Four-Year Financial Summary Four-Year Financial Summary Up to Mar. 31,
2016
(Note2)
2012(Note1) 2013(Note1) 2014 2015
Current Assets 49,663,040
65,337,233

70,558,875

52,844,285

48,453,008
Property, Plant and Equipment 55,930,994
62,481,951

70,586,382

67,264,573

65,759,665
Intangible Assets 2,159,286
2,176,436

5,485,677

5,304,367

5,211,596
Other Assets 128,901,681
132,407,961

136,188,121

144,663,984

136,268,781
Total Assets 236,655,001
262,403,581

282,819,055

270,077,209

255,693,050
Current
Liabilities
Before
Apportioned
41,721,322
61,955,511

64,989,203

65,223,927

58,894,214
After Apportioned 47,213,883
67,887,477

72,384,387

-

-
Non-current Liabilities 50,233,697
47,605,868

56,102,626

49,999,090

50,688,489
Total
Liabilities
Before
Apportioned
91,955,019
109,561,379

121,091,829

115,223,017

109,582,703
After Apportioned 97,447,580
115,493,345

128,487,013

-

-
Equity Attributable To Owners
Of The Corporation
128,049,692
134,448,119

141,833,564

135,898,873

127,391,133
Share Capital 32,309,181
32,955,365

33,614,472

33,614,472

33,614,472
Capital Surplus 1,034,446
1,018,079

1,073,920

1,155,643

1,155,643
Retained
Earnings
Before
Apportioned
87,741,404
92,169,086

94,863,921

91,552,336

91,749,522
After Apportioned 81,602,659
85,578,013

87,468,737

-

-
Other Equity 6,964,661
8,305,589

12,281,251

9,576,422

871,496
Non-Controlling Interests 16,650,290
18,394,083

19,893,662

18,955,319

18,719,214
Total Equity Before
Apportioned
144,699,982
152,842,202

161,727,226

154,854,192

146,110,347
After Apportioned 139,207,421
146,910,236

154,332,042

-

-

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the consolidated financial information of 2012 and 2013 included the effects of these amendments of accounting policy.

Note 2: The consolidated financial information of 2016Q1 has been reviewed by CPA.

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6.1.2 Consolidated Statements of Comprehensive Income

Unit: NT$1,000

Year
Item
Four-Year Financial Summary Four-Year Financial Summary Four-Year Financial Summary Four-Year Financial Summary Up to Mar.
31, 2016
(Note2)
2012 2013(Note1) 2014 2015
Operating Revenue 63,793,183
70,172,781

77,683,281

66,287,480

13,038,960
Realized Gross Profit 6,140,552
9,042,595

11,129,604

7,058,747

998,432
Profit From Operations 4,106,489
6,672,500

8,248,404

4,039,945

406,252
Non-operating Income And
Expenses
2,613,180
7,409,748

5,471,335

2,774,213

(123,702)
Income Before Income Tax 6,719,669
14,082,248

13,719,739

6,814,158

282,550
Net Profit For The Period 5,842,391
12,164,319

10,905,998

4,934,483

194,459
Other Comprehensive
Income,Net
(920,590)
2,340,845

4,827,293

(3,860,529)

(8,936,360)
Total Comprehensive Income
For The Period
4,921,801
14,505,164

15,733,291

1,073,954

(8,741,901)
Net Profit Attributable To
Owner Of The Company
5,082,381
10,517,318

9,361,635

4,860,241

199,130
Net Profit Attributable To
Non-ControllingInterests
760,010
1,647,001

1,544,363

74,242

(4,671)
Total Comprehensive Income
Attributable To Owner Of
The Company
4,649,295
12,091,175

13,273,390

1,343,662

(8,505,796)
Total Comprehensive Income
Attributable To
Non-ControllingInterests
272,506
2,413,989

2,459,901

(269,708)

(236,105)
Earnings Per Share 1.65
3.35

2.98

1.55

0.06
Earnings Per Share(Note3) 1.62
3.35

2.98

1.55

0.06

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the consolidated financial information of 2013 included the effects of this amendments of accounting policy.

Note 2: The consolidated financial information of 2016Q1 has been reviewed by CPA.

  • Note 3: Based on weighted average outstanding shares in 2015 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

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6.1.3 Separate Balance Sheets

Unit: NT$1,000

Unit: NT$1,000
Year
Item
Four-Year Financial Summary
2012(Note) 2013(Note) 2014 2015
Current Assets 11,864,615
20,849,405

14,346,035

14,560,998
Property, Plant and Equipment 5,423,442
5,113,731

4,850,893

5,220,819
Intangible Assets 18,725
12,435

9,808

8,639
Other Assets 150,923,136
158,769,476

168,832,659

169,888,349
Total Assets 168,229,918
184,745,047

188,039,395

189,678,805
Current
Liabilities
Before
Apportioned
10,778,457
23,929,318

13,024,234

23,780,564
After
Apportioned
16,271,018
29,861,284

20,419,418

-
Non-current Liabilities 29,401,769
26,367,610

33,181,597

29,999,368
Total
Liabilities
Before
Apportioned
40,180,226
50,296,928

46,205,831

53,779,932
After
Apportioned
45,672,787
56,228,894

53,601,015

-
Share Capital 32,309,181
32,955,365

33,614,472

33,614,472
Capital Surplus 1,034,446
1,018,079

1,073,920

1,155,643
Retained
Earnings
Before
Apportioned
87,741,404
92,169,086

94,863,921

91,552,336
After
Apportioned
81,602,659
85,578,013

87,468,737

-
Other Equity 6,964,661
8,305,589

12,281,251

9,576,422
Total Equity Before
Apportioned
128,049,692
134,448,119

141,833,564

135,898,873
After
Apportioned
122,557,131
128,516,153

134,438,380

-

Note : The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the separated financial information of 2012 and 2013 included the effects of this amendments of accounting policy.

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6.1.4 Separate Statements of Comprehensive Income

UNIT: NT$1,000

UNIT: NT$1,000
Year
Item
Four-Year Financial Summary
2012 2013(Note1) 2014 2015
Operating Revenue 11,758,818
12,292,506

12,394,201

12,012,770
Realized Gross Profit 670,658
846,569

1,381,751

1,547,808
Profit From Operations 134,742
234,523

737,270

977,733
Non-operating Income And
Expenses
5,131,042
10,651,309

9,972,764

5,330,300
Income Before Income Tax 5,265,784
10,885,832

10,710,034

6,308,033
Net Profit For The Year 5,082,381
10,517,318

9,361,635

4,860,241
Other Comprehensive Income ,
Net
(433,086)
1,573,857

3,911,755

(3,516,579)
Total Comprehensive Income For
The Year
4,649,295
12,091,175

13,273,390

1,343,662
Earnings Per Share 1.65
3.35

2.98

1.55
Earnings Per Share(Note2) 1.62
3.35

2.98

1.55

Note1 :The measurement subsequent to initial recognition of investment properties was altered to fair value model from 1st January, 2014 and the separated financial information of 2013 included the effects of this amendments of accounting policy.

Note2 :Based on weighted average outstanding shares in 2015 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

-105-

6.1.5 Balance Sheets-R.O.C GAAP

UNIT: NT$1,000

Year
Item
Year
Item
Two-Year Financial Summary Two-Year Financial Summary
2011 2012
Current Assets 11,224,122
11,830,954
Long-term Investments 95,882,556
94,832,864
Properties and Equipment 13,004,318
13,499,125
Other Assets 3,132,529
3,115,288
Total Assets 123,243,525
123,278,231
Current
Liabilities
Before Apportioned 2,612,903
10,322,312
After Apportioned 9,827,575
15,814,873
Long-term Liabilities 29,217,633
23,407,129
Other Liabilities 5,042,919
4,879,550
Total Liabilities Before Apportioned 36,873,455
38,608,991
After Apportioned 44,088,127
44,101,552
Capital Stock 31,368,137
32,309,181
Capital Surplus 6,640,128
6,590,192
Retained
Earnings
Before Apportioned 27,373,910
25,382,092
After Apportioned 19,218,194
19,243,347
Unrealized Gains on
Financial Instruments
7,218,912
9,274,052
Cumulative Translation Adjustments 3,239,069
618,416
Net Loss not Recognized as Pension Cost (185,516) (222,747)
Unrealized revaluation increments 10,715,430
10,718,054
Total
Stockholders’
Equity
Before Apportioned 86,370,070
84,669,240
After Apportioned 79,155,398
79,176,679

-106-

6.1.6 Statements of Income – R.O.C GAAP

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000

Year
Item
Two-Year Financial Summary
2011 2012
Operating Revenue 10,868,073 11,758,818
Realized Gross Profit 491,027 767,966
Operating Income(Loss) (207,764) 253,385
Nonoperating Income and Gains 11,575,358 7,169,960
Nonoperating Expenses and Losses 1,232,128 991,045
Income before Income Tax 10,135,466 6,432,300
Net Income 10,016,249 6,235,192
Earnings Per Share 3.19 1.93
Earnings Per Share
(Based on outstanding shares in
2015)
2.98 1.85

6.1.7 Auditors’ Opinions from 2011 to 2015

Year CPA's Name Audit Opinion
2011 Hsin Wei TaiYou Wei Fan Unqualified Opinion
2012 Hsin Wei TaiLi Wen Kuo Unqualified Opinion
2013 Hsin Wei TaiLi Wen Kuo Unqualified Opinion
2014 Li Wen KuoYou Wei Fan Modified Unqualified Opinion
2015 Li Wen KuoYou Wei Fan Unqualified Opinion

-107-

6.2 Financial Analysis

6.2.1 Consolidated Financial Statements

Year
Item
Year
Item
Financial Analysis (2012~2015) Financial Analysis (2012~2015) Financial Analysis (2012~2015) Financial Analysis (2012~2015) As of March 31,
2016
(Note 2)
2012 2013
(Note 1)
2014
(Note 1)
2015
Capital
Structure
%
Debts Ratio 46.97 41.75 42.82 42.66 42.86
Long-term Capital In % of Property,
Plant and Equipment
272.75 320.81 308.60 304.55 299.27
Repayment
Ability

Current Ratio%
119.04 105.46 108.57 81.02 82.27
Quick Ratio% 101.02 92.77 94.08 69.80 70.33
Times Interest Earned 4.79 9.59 9.23 5.14 1.67
Operating
Efficiency
Turnover of Receivable(Times) 3.57 4.15 4.13 3.55 3.29
Average Collection Days of
Receivable
102 88 88 103 111
Turnover of Inventory (Times) 7.66 7.95 7.70 7.08 6.71
Turnover of Payable (Times) 8.22 8.16 7.36 6.42 5.98
Average Days of Sales 48 46 47 52 54
Turnover of Property, Plant and
Equipment (Times)
1.12 1.19 1.17 0.96 0.78

Turnover of Total Assets (Times)
0.33 0.28 0.28 0.24 0.20
Profitability
%
Return on Total Assets (%) 3.74 5.42 4.51 2.28 0.82
Return on Stockholders’ Equity (%) 5.62 8.18 6.93 3.12 0.52
Income Before Income Tax In (%) of
Capital Stock
20.80 42.73 40.81 20.27 3.36

Profit Margin (%)
9.16 17.33 14.04 7.44 1.49
Earnings per Share (NT$)
(Based on outstanding shares in
2015)

1.62
3.35 2.98 1.55 0.06
Cash Flow
(%)

Cash Flow Ratio
33.96 23.86 16.38 20.95 21.53
Cash Flow Adequacy Ratio 70.60 83.14 89.91 112.25 122.36
Cash Reinvestment Ratio 4.04 4.61 2.14 2.97 4.42
Degree of
Leverage
Degree of Operating Leverage 2.10 1.72 1.72 2.42 4.50
Degree of Financial Leverage 1.76 1.33 1.25 1.69 (32.90)
The explanation of the change in financial ratios for deviation over 20% in recent two years:
The decrease in Current Ratio and Quick Ratio were mainly due to an decrease in current assets.
The decrease in Times Interest Earned, Return on Total Assets, Return on Stockholders’ Equity, Income Before Income Tax
In of Capital Stock, Profit Margin and Earnings per Share were mainly due to an decrease in net income in 2015.
The increase in Cash Flow Ratio, Cash Flow Adequacy Ratio and Cash Reinvestment Ratio were mainly due to an increase
in cash provided by operating activities in 2015.
The increase in Degree of Operating Leverage and Degree of Financial Leverage were mainly due to an decrease in
operatingincome in 2015.

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from January 1, 2014 and the consolidated financial information of 2013 included the effects of these amendments of accounting policy.

Note 2: The consolidated financial information of 2016 Q1 has been reviewed by CPA.

-108-

6.2.2 Separate Financial Statements

6.2.2 Separate Financial Statements 6.2.2 Separate Financial Statements
Year
Item
Financial Analysis(2012~2015)
2012 2013
(Note 1)
2014
(Note 1)
2015
Capital
Structure
%
Debts Ratio 31.26 27.23 24.57 28.35
Long-term Capital In % of Property,
Plant and Equipment
2,145.19 3,144.78 3,607.90 3,177.63
Repayment
Ability
Current Ratio% 110.08 87.13 110.15 61.23
Quick Ratio% 92.29 79.16 98.10 54.65
Times Interest Earned 8.96 17.24 21.16 13.12
Operating
Efficiency
Turnover of Receivable(Times) 9.85 10.39 10.42 11.34
Average Collection Days of Receivable 37 35 35 32
Turnover of Inventory (Times) 5.69 5.99 6.33 6.68
Turnover of Payable (Times) 6.48 6.43 6.12 5.97
Average Days of Sales 64 61 58 55
Turnover of Property, Plant and
Equipment(Times)
2.30 2.33 2.49 2.39
Turnover of Total Assets (Times) 0.09 0.07 0.07 0.06
Profitability
%
Return on Total Assets (%) 4.49 6.27 5.26 2.80
Return on Stockholders’ Equity (%) 5.84 8.01 6.78 3.50
Income Before Income Tax In (%) of
Capital Stock
16.30 33.03 31.86 18.77
Profit Margin (%) 43.22 85.56 75.53 40.46
Earnings per Share (NT$)
(Based on outstandingshares in 2015)
1.62 3.35 2.98 1.55
Cash Flow
(%)
Cash Flow Ratio 57.37 22.36 50.08 25.81
Cash Flow Adequacy Ratio 86.31 87.26 88.68 87.49
Cash Reinvestment Ratio (0.81) (0.10) 0.37 (0.84)
Degree of
Leverage
Degree of Operating Leverage 4.76 3.82 1.70 1.50
Degree of Financial Leverage (0.26) (0.54) 3.58 2.14
The explanation of the change in financial ratios for deviation over 20% in recent two years:
The decrease in Current Ratio, Quick Ratio and Cash Flow Ratio were mainly due to an increase in current liabilities in
2015.
The decrease in Times Interest Earned, Return on Total Assets, Return on Stockholders’ Equity, Income Before Income
Tax In of Capital Stock, Profit Margin and Earnings per Share were mainly an decrease in net income in 2015.
The decrease in Cash Reinvestment Ratio was mainly due to that cash dividends paid was more than cash provided by
operating activities.
The decrease in Degree of Financial Leverage was mainlydue to an increase operatingincome in 2015.

Note 1: The measurement subsequent to initial recognition of investment properties was altered to fair value model from January 1, 2014 and the separated financial information of 2013 included the effects of these amendments of accounting policy.

-109-

6.2.3 Financial Statements (Accounting Principles Generally Accepted in the Republic of China)

China) China) China)
Year
Item
Financial Analysis (2011~2012)
2011 2012
Capital Structure
%
Debts Ratio 29.92 31.32
Long-term Capital In % of Fixed Assets 888.84 800.62
Repayment Ability Current Ratio% 429.57 114.62
Quick Ratio% 349.01 95.35
Times Interest Earned 17.61 10.72
Operating Efficiency Turnover of Receivable(Times) 8.81 9.68
Average Collection Days of Receivable 41 38
Turnover of Inventory (Times) 6.76 6.28
Turnover of Payable (Times) 6.50 6.32
Average Days of Sales 54 58
Turnover of Fixed Assets (Times) 0.84 0.87
Turnover of Total Assets (Times) 0.09 0.10
Profitability
%
Return on Total Assets (%) 9.02 5.50
Return on Stockholders’ Equity (%) 12.14 7.29
In (%) of Capital
Stock
Operating Income Note 1 0.78
Income Before Income Tax 32.31 19.91
Profit Margin (%) 92.16 53.03
Earnings per Share (NT$) 3.19 1.93
Earnings per Share (NT$)
(Based on outstanding shares in2015)
2.98 1.85
Cash Flow
(%)

Cash Flow Ratio
242.67 57.36
Cash Flow Adequacy Ratio 91.80 85.25
Cash Reinvestment Ratio 0.35 (0.97)
Degree of Leverage Degree of Operating Leverage Note 1 9.17
Degree of Financial Leverage Note 2 (0.62)
The explanation of the change in financial ratios for deviation over 20% in recent two years:
The decrease in Current Ratio, Quick Ratio and Cash Flow Ratio were mainly due to an increase in current portion of
long-term liabilities.
The decrease in Cash Reinvestment Ratio was mainly due to that cash dividends paid was more than cash provided
by operating activities.
The decrease in Times Interest Earned, Return on Total Assets, Return on Stockholders’ Equity, Income Before
Income Tax In (%) of Capital Stock , Profit Margin and Earnings per Share were mainly due to an decrease in
net income in 2012.

Note 1: The ratio was equal or less than zero. Note 2: The ratio was not calculated due to operating loss in 2011.

-110-

6.3 Supervisor’s Review Report on the 2015 Financial Statements

To: The 2016 Regular Shareholders’ Meeting

The undersigned has duly audited the Operating Report, Financial Statements certified by CPA Miss Li Wen Kuo and Mr. Yu Wei Fan of the Deloitte & Touche, together with the Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2015, and found the same to be true and correct.

Therefore, in accordance with Article 219 of the Company Act of the Republic of China, the undersigned takes pleasure in submitting this report for your perusal and acceptance.

Asia Cement Corporation

Supervisor: Shaw Yi Wang

Champion Lee K. T. Li T.Y. Tung Chin-Der Ou

March 30, 2016

-111-

6.4 Financial Statements and Independent Auditors’ Report

Please refer to Attachment I for the Notes to Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

We have audited the accompanying consolidated balance sheets of Asia Cement Corporation (the “Corporation”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Regulations Governing Auditing of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of the Group as of December 31, 2015 and 2014, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2015 and 2014, on which we have issued an unqualified report.

March 25, 2016 Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and consolidated financial statements shall prevail.

-112-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Par Value)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
(In Thousands of New Taiwan Dollars, Except Par Value)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 40)

Financial assets at fair value through profit or loss - current (Notes 7 and 40)
Available-for-sale financial assets - current (Note 8)
Debt investments with no active market - current (Notes 6, 10, 40 and 42)
Notes receivable
Related parties (Note 40)
Third parties
Trade receivables
Related parties (Notes 11 and 40)
Third parties (Notes 11 and 12)
Other receivables (Notes 13 and 40)
Current tax assets (Note 34)
Inventories (Note 14)
Prepayments (Note 21)
Other current assets (Note 29)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 16 and 42)
Available-for-sale financial assets - non-current (Notes 8 and 42)
Financial assets measured at cost - non-current (Note 9)
Debt investment with no active market - non-current (Notes 6, 10, 40 and 42)
Property, plant and equipment (Notes 17 and 42)
Investment properties (Notes 18 and 42)
Intangible assets (Notes 19 and 20)
Deferred tax assets (Note 34)
Long-term notes receivables and other receivables (Notes 12 and 22)
Long-term prepayments for lease (Note 21)
Other non-current assets (Notes 23, 29 and 40)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 24 and 40)

Short-term bills payable (Notes 25 and 40)
Financial liabilities at fair value through profit or loss - current (Notes 7 and 40)
Accounts payable and accrued expenses
Third parties
Related parties (Note 40)
Dividends and bonuses payable
Other payable - other (Note 26)
Current tax liabilities (Note 34)
Provisions - current (Note 28)
Customers' deposits and advances (Note 28)
Current portion of long-term liabilities (Notes 27 and 40)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 27)
Long-term borrowings (Notes 27 and 40)
Provisions - non-current (Notes 28 and 43)
Derivative financial liabilities for hedging - non-current
Deferred tax liabilities (Note 34)
Net defined benefit liabilities (Note 29)
Long-term deferred revenue (Note 28)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 30 and 34)
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Corporation

NON-CONTROLLING INTERESTS (Notes 30 and 37)

Total equity

TOTAL
2015
Amount
%
$ 11,024,089
4
1,030,970
-
5,283,052
2
5,383,861
2
12,537
-
6,268,468
2
481,581
-
10,384,455
4
2,924,090
1
3,922
-
7,318,610
3
1,146,914
1

1,581,736

1


52,844,285

20

68,784,137
25
22,717,179
8
1,367,517
1
165,949
-
67,264,573
25
34,629,764
13
5,304,367
2
750,251
-
10,918,197
4
3,737,647
1

1,593,343

1

217,232,924

80

$ 270,077,209
100

$ 18,677,761
7
13,445,051
5
-
-
8,199,549
3
254,636
-
212,423
-
547,033
-
466,164
-
9,419
-
692,442
-

22,719,449

9


65,223,927

24

8,000,000
3
32,164,684
12
322,268
-
-
-
7,817,183
3
195,835
-
995,008
1

504,112

-


49,999,090

19

115,223,017

43


33,614,472

12


1,155,643

-

14,187,878
5
61,112,646
23

16,251,812

6


91,552,336

34


9,576,422

4

135,898,873
50

18,955,319

7

154,854,192

57

$ 270,077,209
100
2014
















































































Amount
%
$ 12,739,834
5

743,682
-

16,949,278
6

5,834,881
2

24,029
-

7,616,264
3

625,319
-

11,889,276
4

2,633,755
1

1,251
-

9,416,977
3

1,291,788
1

792,541

-

70,558,875

25

69,755,589
25

13,363,777
5

1,432,927
-

152,468
-

70,586,382
25

33,351,639
12

5,485,677
2

464,876
-

11,590,904
4

3,946,242
1

2,129,699

1
212,260,180

75
$ 282,819,055
100
$ 22,816,222
8

13,241,862
5

561,086
-

9,753,342
4

256,664
-

212,475
-

707,454
-

593,984
-

9,188
-

674,389
-

16,162,537

6

64,989,203

23

20,954,895
8

26,183,195
9

306,021
-

14,854
-

6,827,330
3

190,518
-

1,063,093
-

562,720

-

56,102,626

20
121,091,829

43

33,614,472

12

1,073,920

-

13,251,715
5

59,505,623
21

22,106,583

8

94,863,921

34

12,281,251

4
141,833,564
50

19,893,662

7
161,727,226

57
$ 282,819,055
100

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

-113-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 32 and 40)

OPERATING COSTS (Notes 14, 32, 33 and 40)

GROSS PROFIT
UNREALIZED GROSS PROFIT

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 33 and 40)

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Note 33)
Other gains and losses (Note 33)
Finance costs (Note 33)
Share of profit or loss of associates and joint
ventures

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 34)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Revaluation gain
Share of the other comprehensive (loss) income of
associates and joint ventures


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
2015
Amount
%
$ 66,287,480 100

59,228,641
89

7,058,839 11

(92)

-

7,058,747 11

3,018,802

5


4,039,945

6

1,502,671
2
(66,725)
-
(1,647,870) (2)

2,986,137

5


2,774,213

5

6,814,158 11

1,879,675

3


4,934,483

8

(468,796) (1)
-
-

(285,305)

-


(754,101)
(1)

(1,184,681) (2)
2014






























Amount
%
$ 77,683,281 100

66,553,091
85

11,130,190 15

(586)

-

11,129,604 15

2,881,200

4

8,248,404
11

1,579,088
2

1,209,572
1

(1,667,598) (2)

4,350,273

6

5,471,335

7

13,719,739 18

2,813,741

4

10,905,998
14

3,392
-

122,052
-

56,026

-

181,470

-

2,980,569
4
(Continued)

-114-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized (loss) gain on available-for-sale
financial assets
Cash flow hedges
Share of other comprehensive (loss) income of
associates and joint ventures


Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owner of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owner of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 35)
Basic
Diluted
2015
Amount
%
(1,216,565) (2)
17,718
-

(722,900)
(1)


(3,106,428)
(5)


(3,860,529)
(6)

$ 1,073,954

2

$ 4,860,241
7

74,242

-

$ 4,934,483

7

$ 1,343,662
2

(269,708)

-

$ 1,073,954

2

$1.55
$1.32
2014




















Amount
%

1,179,441
1

13,877
-

471,936

1

4,645,823

6

4,827,293

6
$ 15,733,291
20
$ 9,361,635 12

1,544,363

2
$ 10,905,998
14
$ 13,273,390 17

2,459,901

3
$ 15,733,291
20
$2.98
$2.65

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

(Concluded)

-115-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Per Share Amounts)

BALANCE, JANUARY 1, 2014
Special reserve provided under Rule No.
10300064155 issued by the FSC
Appropriation of 2013 earnings
Legal reserve
Cash dividends - $1.8 per share
Stock dividends - $0.2 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for by
using equity method
Non-controlling interest arising from business
combinations
Acquisition of additional shares in subsidiaries
Issue of ordinary shares for cash by subsidiaries
Additional non-controlling interest arising on
exercise of employee share options issued by
subsidiaries
Net profit for the year ended December 31, 2014
Other comprehensive income (loss) for the year
ended December 31, 2014, net of income tax
Other change in equity from investments in
associates accounted for by using equity
method

BALANCE, DECEMBER 31, 2014
Appropriation of 2014 earnings
Legal reserve
Special reserve
Cash dividends - $2.0 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for by
using equity method
Net profit for the year ended December 31, 2014
Other comprehensive income (loss) for the year
ended December 31, 2015, net of income tax
Other change in equity from investments in
associates accounted for by using equity
method
Special reserve reversed

BALANCE, DECEMBER 31, 2015
Equity Attributable toO wners of theCorporation Non-controlling
Total
Interests
$ 134,448,119
$ 18,394,083

-
-
-
-
(5,931,966 )
-
-
-
-
(665,613 )
934
-
-
315,634
84,711
(808,096 )
-
4,145
(29,804 )
193,608
9,361,635
1,544,363
3,911,755
915,538

(11,820)

-

141,833,564
19,893,662
-
-
-
-
(7,395,184 )
-
-
(668,142 )
81,723
-
4,860,241
74,242
(3,516,579 )
(343,950 )
35,108
(493 )

-

-

$ 135,898,873
$ 18,955,319
Total Equity
$ 152,842,202
-
-
(5,931,966 )
-
(665,613 )
934
315,634
(723,385 )
4,145
163,804
10,905,998
4,827,293

(11,820)
161,727,226
-
-
(7,395,184 )
(668,142 )
81,723
4,934,483
(3,860,529 )
34,615

-
$ 154,854,192
**CapitalStock ** Issued
Amount
Capital Surplus
$ 32,955,365
$ 1,018,079

-
-
-
-
-
-
659,107
-
-
-
-
934
-
-
-
84,711
-
-
-
(29,804 )
-
-
-
-

-

-

33,614,472
1,073,920
-
-
-
-
-
-
-
-
-
81,723
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,155,643
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings

$ 12,571,132
$ 14,013,200
$ 65,584,754

-
45,492,423
(45,492,423 )
680,583
-
(680,583 )
-
-
(5,931,966 )
-
-
(659,107 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,361,635
-
-
(63,907 )

-

-

(11,820)

13,251,715
59,505,623
22,106,583
936,163
-
(936,163 )
-
2,001,317
(2,001,317 )
-
-
(7,395,184 )
-
-
-
-
-
-
-
-
4,860,241
-
-
(811,750 )
-
(9 )
35,117

-

(394,285)

394,285

$ 14,187,878
$ 61,112,646
$ 16,251,812
Other Equity otal Other Equity
$ 8,305,589

-
-
-
-
-
-
-
-
-
-
-
3,975,662

-

12,281,251
-
-
-
-
-
-
(2,704,829 )
-

-

$ 9,576,422
Exchange

Differences on
Translating
A
Foreign Operations

$ 449,154

-
-
-
-
-
-
-
-
-
-
-
3,739,355

-

4,188,509
-
-
-
-
-
-
20,725
-

-

$ 4,209,234
Unrealized Gain
(Loss) on
vailable-for-sale
Financial Assets
$ 7,867,409

-
-
-
-
-
-
-
-
-
-
-
(10,464 )

-

7,856,945
-
-
-
-
-
-
(2,843,706 )
-

-

$ 5,013,239
Unrealized
Gain on
Revaluation
C
$ 3,460

-
-
-
-
-
-
-
-
-
-
-
246,006

-

249,466
-
-
-
-
-
-
58,257
-

-

$ 307,723
ash Flow Hedge
T
$ (14,434 )

-
-
-
-
-
-
-
-
-
-
-
765

-

(13,669 )
-
-
-
-
-
-
59,895
-

-

$ 46,226







Shares
3,295,536

-
-
-
65,911
-
-
-
-
-
-

-
-

-

3,361,447
-
-
-
-
-

-
-
-

-


3,361,447

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

-116-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Share of profit of associates and joint ventures
Interest expenses
Gain on change in fair value of investment properties
Net gain on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Dividend income
Gain on disposal of investments
Effect of exchange rate of bonds payable
Interest income
Amortization expenses
Impairment loss recognized on accounts receivable
Unrealized foreign exchange loss
Impairment loss recognized on financial assets
Reversal of impairment loss on inventory
Gain on disposal of property, plant and equipment
Gain (loss) on disposal of associates
Loss on redemption of bonds payable
Reversal of impairment loss on non-financial assets
Other items
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Net defined benefit liabilities - non-current
Deferred revenue

Cash generated from operations
Interests received
Dividends received
Interests paid
Income tax expenses paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2015
$ 6,814,158
5,400,304
(2,986,137)
1,647,870
(1,278,760)
(826,151)
(678,148)
(599,049)
503,840
(397,031)
339,259
216,598
139,145
65,374
(33,645)
(7,151)
283
-
-
4,502
(20,720)
1,217,938
1,815,562
(191,261)
2,035,814
64,428
354,728
(1,362,084)
11,390
29,594
(4,452)

(68,085)

12,208,113
366,274
3,798,693
(1,491,715)

(1,216,131)


13,665,234
2014
$ 13,719,739

5,628,378

(4,350,273)

1,667,598

(1,426,537)

(1,034,483)

(727,018)

(114,480)

970,241

(477,369)

313,519

156,678

391,654

51,387

(65,434)

(9,249)

(20,903)

356,480

(76,572)

4,995

448,181

(148,326)

(787,811)

174,482

(763,209)

(8,579)

(248,092)

(3,836,677)

23,426

(81,054)

(3,836)

(68,086)

9,658,770

504,217

3,999,751

(1,460,549)

(2,059,597)

10,642,592

(Continued)

-117-

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

Proceeds on disposal of available-for-sale financial assets
Acquisition property, plant and equipment
Acquisition of available-for-sale financial assets
Increase in refundable deposits
Decrease in debt investments with no active market
Acquisition of investments accounted for using equity method
Decrease (increase) in other non-current assets
Increase in prepayments for lease
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of investment accounted for using equity
method
Acquisition of intangible assets
Cash capital reduction from financial assets
Acquisition of investment properties
Net cash outflow on acquisition of subsidiaries (Note 36)
Acquisition of financial assets measured at cost

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings

Dividends paid
(Decrease) increase in short-term borrowings
Repayments of bonds
Change of non-controlling interests
Increase in short-term bills payable
Decrease in other non-current liabilities
Decrease in guarantee deposits received
Proceeds form issue of bonds

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2015
3,719,317
(3,479,729)
(2,046,066)
(1,127,478)
511,376
(129,379)
95,928
(92,625)
78,816
58,716
(51,689)
31,765
(2,126)
-

-


(2,433,174)

34,512,584
(33,553,827)
(7,395,159)
(3,571,459)
(2,500,000)
(668,142)
202,100
(12,428)
(911)

-

(12,987,242)


39,437

(1,715,745)

12,739,834

$ 11,024,089
2014

1,309,730

(4,166,990)

(7,492,054)

(8,091)

1,153,514

(397,688)

(19,566)

(74,879)

61,718

10,150

(14,741)

-

(128,219)

(2,848,728)

(3,307)
(12,619,151)

43,127,324
(46,917,171)

(5,931,673)

7,976,022
(18,148,889)

(1,219,840)

8,737,700

(153,906)

(36,429)

8,000,000

(4,566,862)

98,513

(6,444,908)

19,184,742
$ 12,739,834

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

(Concluded)

-118-

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders

Asia Cement Corporation

We have audited the accompanying balance sheets of Asia Cement Corporation (the “Corporation”) as of December 31, 2015 and 2014, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and 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 financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2015 and 2014, and its financial performance and its cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

March 25, 2016

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and financial statements shall prevail.

-119-

ASIA CEMENT CORPORATION

BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Par Value)

BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
(In Thousands of New Taiwan Dollars, Except Par Value)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 31)

Financial assets at fair value through profit or loss - current (Notes 7 and 31)
Available-for-sale financial assets - current (Note 8)
Debt investments with no active market - current (Notes 10 and 31)
Notes receivable
Related parties (Note 31)
Third parties
Trade receivables
Related parties (Notes 11 and 31)
Third parties (Note 11)
Other receivables (Note 31)
Inventories (Note 12)
Prepayments (Note 17)
Other current assets (Note 18)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 13 and 33)

Available-for-sale financial assets - non-current (Note 8)
Financial assets measured at cost - non-current (Note 9)
Property, plant and equipment (Notes 14 and 33)
Investment properties (Notes 15, 31 and 33)
Intangible assets (Note 16 )
Deferred tax assets (Note 27)
Long-term prepayments for lease (Note 17)
Other non-current assets (Notes 18, 23 and 31)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 33)

Short-term bills payable (Notes 20 and 33)
Financial liabilities at fair value through profit or loss - current (Notes 7 and 31)
Accounts payable and accrued expenses
Third parties
Related parties (Note 31)
Dividends and bonuses payable
Current tax liabilities (Note 27)
Customers’ deposits and advances (Note 22)
Current portion of long-term liabilities (Notes 21 and 33)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 21)
Long-term borrowings (Notes 21 and 33)
Deferred income tax liabilities (Note 27)
Deferred revenue - non-current (Note 22)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Note 24)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2015
Amount
%
$ 4,876,146
3
838,797
-
3,194,851
2
1,792,459
1
12,537
-
134,080
-
380,282
-
380,527
-
29,600
-
1,564,101
1
201,463
-

1,156,155

1


14,560,998

8

116,888,348
62
9,592,886
5
177,126
-
5,220,819
3
40,610,918
21
8,639
-
238,934
-
317,932
-

2,062,205

1

175,117,807
92

$ 189,678,805
100

$ 50,000
-
7,750,831
4
-
-
1,557,629
1
156,825
-
201,931
-
189,396
-
134,015
-

13,739,937

7


23,780,564
12

8,000,000
4
13,429,484
7
7,545,491
4
995,008
1

29,385

-


29,999,368
16


53,779,932
28


33,614,472
18


1,155,643

1

14,187,878
7
61,112,646
32

16,251,812

9


91,552,336
48


9,576,422

5

135,898,873
72

$ 189,678,805
100
2014





































































Amount
%
$ 263,566
-

542,137
-

7,987,827
4

2,538,326
2

24,029
-

149,364
-

511,353
-

527,313
1

24,790
-

1,569,656
1

200,533
-

7,141

-

14,346,035

8
120,508,174
64

6,183,703
3

223,536
-

4,850,893
3

38,896,918
21

9,808
-

155,934
-

342,200
-

2,522,194

1
173,693,360
92
$ 188,039,395
100
$ 400,000
-

7,246,837
4

561,086
-

1,633,263
1

161,500
-

204,221
-

204,588
-

112,739
-

2,500,000

2

13,024,234

7

20,954,895
11

4,722,512
3

6,375,681
3

1,063,093
1

65,416

-

33,181,597
18

46,205,831
25

33,614,472
18

1,073,920

1

13,251,715
7

59,505,623
31

22,106,583
12

94,863,921
50

12,281,251

6
141,833,564
75
$ 188,039,395
100

The accompanying notes are an integral part of the financial statements.

-120-

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 25 and 31)

OPERATING COSTS (Notes 12, 25, 26 and 31)

GROSS PROFIT
UNREALIZED GAIN ON THE TRANSACTIONS
WITH SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES
REALIZED GAIN ON THE TRANSACTIONS WITH
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 26, 31 and 32)

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 26)
Other gains and losses (Note 26)
Finance costs (Note 26)
Share of the profit or loss of subsidiaries and
associates

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET INCOME

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Revaluation gain
Remeasurement of defined benefit plans
Share of the other comprehensive (loss) income of
subsidiaries and associates
2015
Amount
%
$ 12,012,770 100

10,466,846
87

1,545,924 13
-
-

1,884

-

1,547,808 13

570,075

5


977,733

8

723,662
6
2,395,943 20
(520,478) (5)

2,731,173
23


5,330,300
44

6,308,033 52

1,447,792
12


4,860,241
40

-
-
(455,887) (4)

(297,606)
(2)
2014




























Amount
%
$ 12,394,201 100

11,011,070
89

1,383,131 11

(1,380)
-

-

-

1,381,751 11

644,481

5

737,270

6

603,670
5

1,610,602 13

(531,319) (5)

8,289,811
67

9,972,764
80

10,710,034 86

1,348,399
11

9,361,635
75

122,052
1

(921)
-

60,968

1
(Continued)

-121-

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)


Items that may be reclassified subsequently to profit
or loss:
Unrealized loss on available-for-sale financial
assets
Share of the other comprehensive (loss) income of
subsidiaries and associates


Other comprehensive (loss) income for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 28)
Basic
Diluted
2015
Amount
%

(753,493)
(6)

(1,082,453) (9)

(1,680,633)
(14)


(2,763,086)
(23)


(3,516,579)
(29)

$ 1,343,662
11

$ 1.55
$ 1.32
2014









Amount
%

182,099

2

(9,624)
-

3,739,280
30

3,729,656
30

3,911,755
32
$ 13,273,390
107
$ 2.98
$ 2.65
$



The accompanying notes are an integral part of the financial statements. (Concluded)

-122-

(In Thousands of New Taiwan Dollars, Except Per Share Amount)

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

BALANCE AT JANUARY 1, 2014
Special reserve provided under Rule No. 1030006415 issued by
the FSC
Appropriation of 2013 earnings
Legal reserve
Cash dividends - $1.8 per share
Stock dividends - $0.2 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Acquisition of additional shares in subsidiaries
Additional non-controlling interest arising on exercise of
employee share options issued by subsidiaries
Net income in 2014
Other comprehensive income (loss) for the year ended December
31, 2014, net of income tax
Other - change in equity from investments in associates accounted
for by using equity method

BALANCE AT DECEMBER 31, 2014
Appropriation of 2014 earnings
Legal reserve
Special reserve
Cash dividends - $2.0 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for by using equity method
Net income in 2015
Other comprehensive income (loss) for the year ended December
31, 2015, net of income tax
Other - change in equity from investments in associates accounted
for by using equity method
Special reserve reversed

BALANCE AT DECEMBER 31, 2015
Capital Stock Issued
Shares
Share Capital Capital Surplus
3,295,536 $ 32,955,365 $ 1,018,079
-
-
-
-
-
-
-
-
-
65,911
659,107
-
-
-
934
-
-
84,711
-
-
(29,804)
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,073,920
-
-
-
-
-
-
-
-
-
-
-
81,723
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,155,643
Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 12,571,132 $ 14,013,200 $ 65,584,754

-
45,492,423
(45,492,423)

680,583
-
(680,583)

-
-
(5,931,966)

-
-
(659,107)

-
-
-

-
-
-

-
-
-

-
-
9,361,635

-
-
(63,907)

-

-

(11,820)


13,251,715
59,505,623
22,106,583

936,163
-
(936,163)

-
2,001,317
(2,001,317)

-
-
(7,395,184)

-
-
-

-
-
4,860,241

-
-
(811,750)

-
(9)
35,117

-

(394,285)

394,285

$ 14,187,878
$ 61,112,646
$ 16,251,812
Other Equity Total
$ 8,305,589

-

-

-

-

-

-

-

-

3,975,662

-


12,281,251

-

-

-

-

-

(2,704,829)

-

-

$ 9,576,422
Total Equity
$ 134,448,119

-

-

(5,931,966)

-

934

84,711

(29,804)

9,361,635

3,911,755

(11,820)
141,833,564

-

-

(7,395,184)

81,723

4,860,241

(3,516,579)

35,108

-
$ 135,898,873





















Exchange
Differences on
Translating
Foreign

Operations
$ 449,154

-

-

-

-

-

-

-

-

3,739,355

-


4,188,509

-

-

-

-

-

20,725

-

-

$ 4,209,234
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets
$ 7,867,409

-

-

-

-

-

-

-

-

(10,464)

-


7,856,945

-

-

-

-

-

(2,843,706)

-

-

$ 5,013,239
Unrealized
Gain on
Revaluation
$ 3,460

-

-

-

-

-

-

-

-

246,006

-


249,466

-

-

-

-

-

58,257

-

-

$ 307,723
Cash Flow
Hedge
$ (14,434)

-

-

-

-

-

-

-

-

765

-


(13,669)

-

-

-

-

-

59,895

-

-

$ 46,226























Shares

3,295,536
-
-
-
65,911
-
-
-
-
-

-

3,361,447
-
-
-
-
-
-
-

-


3,361,447

The accompanying notes are an integral part of the financial statements.

-123-

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit of associates and joint venture
Gain on change in fair value of investment properties
Net gain on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Interest expenses
Effect of exchange rate of bonds payable
Depreciation expenses
Dividend income
Gain on disposal of available-for-sale financial assets
Unrealized gain on foreign currency exchange
Interest income
Impairment loss recognized on financial assets
Amortization expenses
(Realized) unrealized gain from inter-affiliate
(Reversal of impairment loss) impairment loss recognized on trade
receivables
Loss (gain) on disposal of property, plant and equipment
Loss on redemption of bonds payable
Gain on disposal of associates
Reversal of impairment loss recognized on non-financial assets
Other items
Changes in operating assets and liabilities:
Financial assets held for trading
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit assets
Accounts payable and accounted expenses
Customers' advances
Deferred income

Cash generated from operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2015
$ 6,308,033
(2,731,173)
(1,712,194)
(857,746)
520,478
503,840
484,409
(414,397)
(255,448)
(252,059)
(86,887)
42,000
6,449
(1,884)
(1,341)
304
-
-
-
4,410
-
26,776
279,198
(2,943)
18,146
23,338
(1,829)
(66,633)
(75,186)
21,276

(68,085)

1,710,852
85,020
4,905,872
(282,350)

(282,799)


6,136,595
2014
$ 10,710,034

(8,289,811)

(1,620,298)

(1,012,816)

531,319

970,240

511,772

(400,730)

-

(194,846)

(139,051)

37,358

5,357

1,380

767

(3,379)

356,480

(20,780)

(76,572)

4,409

122,957

26,524

(72,182)

(19,475)

305,956

(93,220)

958

(35,627)

(18,585)

(33,558)

(68,086)

1,486,495

184,108

5,133,720

(240,349)

(41,558)

6,522,416

(Continued)

-124-

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

(Increase) decrease in refundable deposits
Acquisition of property, plant and equipment
Decrease in debt investments with no active market
Proceeds from disposal of available-for-sale financial assets
Acquisition of intangible assets
Acquisition of investment properties
Proceeds from disposal of property, plant and equipment
Acquisition of available-for-sale financial assets
Acquisition of investments accounted for using equity method
Acquisition of financial assets measured at cost
Proceeds from disposal of investments accounted for using equity
method

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings

Cash dividends paid
Repayments of bonds payable
Increase in short-term bills payable
Decrease in short-term borrowings
(Decrease) increase in guarantee deposits received
Proceeds from issue of bonds
Increase in other non-current liabilities

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR

The accompanying notes are an integral part of the financial statements.
2015
(1,103,610)
(865,619)
780,250
556,788
(5,280)
(1,855)
9
-
-
-

-


(639,317)

21,847,000
(13,140,000)
(7,395,159)
(2,500,000)
503,000
(350,000)
(1,000)
-

-


(1,036,159)


151,461

4,612,580

263,566

$ 4,876,146
2014

5,776

(399,250)

2,688,117

-

(2,730)

(78,494)

12,198

(3,947,079)

(731,762)

(3,308)

171

(2,456,361)

30,540,000
(37,290,000)

(5,931,673)
(15,259,025)

7,950,000

(300,000)

861

8,000,000

1,120
(12,288,717)

2,660

(8,220,002)

8,483,568
$ 263,566
(Concluded)

※The Company and its affiliates have not experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the printing date of the annual report.

-125-

VII Analysis of Financial Status, Operating Result, and Risk Management

7.1 Analysis of Financial Status

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Year
Item
2014 2015 Variance
Amount %
Current Assets 70,558,875 52,844,285 (17,714,590) (25)
Property, Plant and
Equipment
70,586,382 67,264,573 (3,321,809) (5)
Intangible Assets 5,485,677 5,304,367 (181,310) (3)
Other Assets 136,188,121 144,663,984 8,475,863 6
Total Assets 282,819,055 270,077,209 (12,741,846) (5)
Current Liabilities 64,989,203 65,223,927 234,724 0
Non-current Liabilities 56,102,626 49,999,090 (6,103,536) (11)
Total Liabilities 121,091,829 115,223,017 (5,868,812) (5)
Equity Attributable To
Owners Of The Corporation
141,833,564 135,898,873 (5,934,691) (4)
Share Capital 33,614,472 33,614,472 0 0
Capital Surplus 1,073,920 1,155,643 81,723 8
Retained Earnings 94,863,921 91,552,336 (3,311,585) (3)
Other Equity 12,281,251 9,576,422 (2,704,829) (22)
Non-Controlling Interests 19,893,662 18,955,319 (938,343) (5)
Total Equity 161,727,226 154,854,192 (6,873,034) (4)
Analysis of deviation over 20%:
1. The decrease of current assets was mainly due to the decrease of current
available-for-sale financial assets.
2. Other equity decreased mainly resulted from the decrease of unrealized gain on
available-for-sale financial assets.

-126-

7.2 Analysis of Operating Results

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Year
Item
2014 2015 Variance
Amount %
Operating Revenue 77,683,281 66,287,480 (11,395,801) (15)
Operating Costs 66,553,091 59,228,641 (7,324,450) (11)
Gross Profit 11,130,190 7,058,839 (4,071,351) (37)
Unrealized Gross Profit (586) (92) 494 (84)
Realized Gross Profit 11,129,604 7,058,747 (4,070,857) (37)
Operating Expenses 2,881,200 3,018,802 137,602 5
Profit From Operations 8,248,404 4,039,945 (4,208,459) (51)
Non-operating Income And Expenses 5,471,335 2,774,213 (2,697,122) (49)
Income Before Income Tax 13,719,739 6,814,158 (6,905,581) (50)
Income Tax Expense 2,813,741 1,879,675 (934,066) (33)
Net Profit For The Year 10,905,998 4,934,483 (5,971,515) (55)
Other Comprehensive Income , Net 4,827,293 (3,860,529) (8,687,822) (180)
Total Comprehensive Income For The
Year
15,733,291 1,073,954 (14,659,337) (93)
Net Profit Attributable To
OwnerOf The Company
9,361,635 4,860,241 (4,501,394) (48)
Net Profit Attributable To
Non-ControllingInterests
1,544,363 74,242 (1,470,121) (95)
Total Comprehensive Income
AttributableTo OwnerOf The Company
13,273,390 1,343,662 (11,929,728) (90)
Total Comprehensive Income
AttributableTo Non-ControllingInterests
2,459,901 (269,708) (2,729,609) (111)
1. Analysis of deviation over 20% :
The decrease of the gross profit ,realized gross profit and profit from operations were mainly due
to the decrease of operating revenue.
The decrease of the unrealized gross profit resulted from the transactions with affiliated
companies in 2015.
The decrease of non-operating income and expenses were mainly due to the decrease of
investment revenue and the increase of losses on exchange.
Income tax expense decreased since the accrued income tax expense in 2015 was smaller than
2014.
Other comprehensive income decreased mainly due to the decrease of exchange differences on
translating foreign operations and the increase of unrealized losses on available-for-sale financial
assets.
2. For 2016, expected own production and sales volume of cement and clinker is 4,670 thousand
MT in Taiwan, and 31,818 thousand MT in China. Total own production and sales volume will be
36,488 thousand MT,which is better than sales volume 35,057 thousand MT in 2015.
  1. Analysis of deviation over 20% : The decrease of the gross profit ,realized gross profit and profit from operations were mainly due to the decrease of operating revenue.

The decrease of the unrealized gross profit resulted from the transactions with affiliated companies in 2015.

The decrease of non-operating income and expenses were mainly due to the decrease of investment revenue and the increase of losses on exchange.

  • Income tax expense decreased since the accrued income tax expense in 2015 was smaller than 2014.

Other comprehensive income decreased mainly due to the decrease of exchange differences on translating foreign operations and the increase of unrealized losses on available-for-sale financial assets.

  1. For 2016, expected own production and sales volume of cement and clinker is 4,670 thousand MT in Taiwan, and 31,818 thousand MT in China. Total own production and sales volume will be 36,488 thousand MT, which is better than sales volume 35,057 thousand MT in 2015.

-127-

7.3 Analysis of Cash Flow

Unit: NT$1,000

7.3 Analysis of Cash Flow
Unit: NT$1,000
Cash Balance,
Beginning of 2015
The Cash Inflows
from Operating
Activities for 2015
Cash Outflows for
2015
The Cash
Surplus
Source of Funding for
Negative Cash Balance
Investing
Plans
Financing
Plans
12,739,834
13,665,234
15,380,979
11,024,089
-
-
The Analysis for Changing of Cash Flow for the Year
1. Operating Activities: Mainly generated from operations NT$12,208,113 thousand and dividends
received NT$3,798,693 thousand.
2. Investing Activities: Primarily for investment in capital expenditures NT$3,479,729 thousand
andincrease inrefundable deposits 1,127,478 thousand. Net decrease
in available-for-sale financial assets NT$1,673,251 thousand.
3. Financing activities: Mostly for net decrease in short-term and long-term loans NT$4,910,602
thousand and payout of cash dividends NT$7,395,159 thousand.
Measures to Save the Cash Deficiency and the Liquidity Analysis
1.Source of Funding for Negative Cash BalanceNot Applicable.
2.LiquidityAnalysisPlease Refer to the List Below.
Items
2014
2015
Increase(Decrease)Percentage
Items 2014 2015 Increase(Decrease)Percentage Increase(Decrease)Percentage
Cash Flow Ratio 16.38 20.95 27.90
Cash Flow AdequacyRatio 89.91 112.25 24.85
Cash Reinvestment Ratio 2.14 2.97 38.79
1. The increase in all ratios was mainly due to an increase in cash provided by operating
activities in 2015.
Cash Balance,
Beginning of
2016
Expected Net Cash
Inflows from
Operating Activities
for 2016

Expected Total
Cash Outflows
for 2016
Expected Cash
Surplus

Expected Source of Funding
for Negative Cash Balance
Investing
Plans
Financing
Plans
11,024,089
14,830,005
16,675,292 9,178,802 -
-
Liquidity Analysis for the Coming Year
1. Operating ActivitiesMainly from net income and dividends received from associates.
2. Investing ActivitiesPrimarily for investment in capital expenditures.
3. Financing activities: Mostly for net decrease in short-term and long-term loans and payout of
cash dividends.
  1. Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.

-128-

7.4 Impacts of Major Capital Expenditures on Finance and Operation

7.4.1 Major Capital Expenditures and Funding Sources

Unit: NT$1,000

Projects
Actual or
Expected
Source of
Capital
Actual or
Expected Date
of Completion


Total
Capital
Actual or Expected Capital Expenditures or Expected Capital Expenditures or Expected Capital Expenditures

2012~2014
2015 2016 2017 2018 2019
Installation constructions
of new indoor coal
bunker , stacker reclaimer
and material conveyor
system in Hualienplant
Self-owned
capital
2019/12/31 556,160 8,944 973 1,403 80,000 200,000 264,840
Sichuan Yadong the third
period long conveyor belt
construction
Self-owned
capital &
loan
2017/12/31 2,148,552 - - 1,049,409 1,099,143
-
-

7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure

  • A. In order to prevent the emission of coal sewage water from violating environmental protection laws and regulations, and refrain coal containing excessive water after heavy rain from leading to the losses of reduction of clinker production or interruption of production, the new indoor coal bunker and conveyor system constructions were executed in Hualien plant.

  • B. After Sichuan Yadong the third period long conveyor belt construction completed, this will save materials freight cost NT $30,537 thousand annually.

Above major capital expenditures have positive benefits for the financial and operating outlook.

7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its Gain or Loss and Improvement Plan and Investment Plans for Next Year

The majority of the company’s investments were for long-term strategic purposes. In 2015, the total gain through equity method by the company was NT$2,986,137,000 (on consolidated basis). In the future, the company will continue to focus on strategic purposes through prudent assessment.

-129-

7.6 Analysis and Evaluation of Risk Management

7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures

※Foreign exchange impact:

The percentage of foreign exchange gains/losses over operating revenue and operating income in 2015 are as follows:

me in 2015 are as follows:
UnitNT$1,000
Item\Year 2015
Foreign Exchange Gains(Losses) (A) (1,976,585)
OperatingRevenue(B) 66,287,480
% of OperatingRevenue(A)/(B) (3.0%)
OperatingIncome(C) 4,039,945
% of OperatingIncome(A)/(C) (48.9%)

Foreign exchange rate fluctuates constantly because of the variation in market demand and supply. Thus, the risk of foreign exchange may occur to the Company by means of various trading. For the Company, most of the procurements of raw materials were disbursed in USD; foreign sales were collected in USD. Currently, the revenue mostly equals to the disbursement, which led to the effect of natural hedge, minimizing the impact of fluctuation of foreign exchange on the Company’s profit and loss.

Besides natural hedge, in order to minimize the risk of foreign exchange, the Company and subsidiaries had adopted the following risk management policies against the uncertainty:

  1. Monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism.

  2. Planning future’s demand for currencies and establishing the foreign currency position from relatively lower level to reduce overall cost. Convert weak currencies to strong currencies.

※Interest rate impact:

The percentage of interest revenue/losses over operating revenue and operating income in 2015 are as follows:

are as follows:
UnitNT$1,000
Item\Year 2015
Interest Revenue(Losses) (A) (1,250,839)
OperatingRevenue(B) 66,287,480
% of OperatingRevenue(A)/(B) (1.9%)
OperatingIncome(C) 4,039,945
% of OperatingIncome(A)/(C) (31.0%)

If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2015 would have decreased/increased by NT$3,924 thousand, mainly due to the Group’s exposure to interest rates on its floating-rate bank borrowings and bank deposits’ interest revenue and expenses.

-130-

The Company primarily utilizes short-term bank loans and issues long-term debt instruments to finance its short, mid, and long term funding demands.

According to the terms and conditions of agreements entered with banks, short-term bank loan, subject to floating interest rate basis, can be utilized in revolving method within the duration of the agreements. Since the Company has been maintaining stable status operationally and financially, it is capable of obtaining relatively lower interest rate with aggressive negotiations with banks. Besides, the duration of utilizing short-term loan is less than one year. In a whole, the impact of the fluctuation of interest rates on the Company’s short-term loans is limited. In order to minimize the risk of interest rate, the Company and subsidiaries had adopted such risk management policies against the uncertainty:

The Company mainly issues long-term and fixed interest rate debt instruments to lock relatively lower funding cost, which can reduce interest expense and impact of interest fluctuation, spare banks’ credit lines for temporary funding demand, replenish working capital, and improve financial structure to comply with the principle for long-term sustainable operation.

※Inflation rate impact:

Taiwan inflation rate was about -0.31% in 2015. This inflation rate did not have substantial effect on the Company’s operation and profit. In order to minimize the risk of inflation rate, the Company and subsidiaries maintained stable and long-term cooperative relationships with our major suppliers.

7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives

The Company has no highly risky and highly leveraged investments or loaning to others.

The Company provided endorsement and guarantee for its subsidiaries according to “Procedures for Endorsement and Guarantee”. Its balance was NT$ 22,883,936,000 and NT$ 21,004,856,000 by the end of 2015 and the end of April 2016 respectively. Based on conservative operating policy, the operations of its subsidiaries bring considerable income to the Company. Besides that, the Company supervises its subsidiaries regularly and controls related risks.

The financial transactions with “derivative” nature the Company and subsidiaries entered into were strictly for hedging purposes and not for any trading or speculative purposes. To control various types of financial trading risks, the Company and subsidiaries has established internal policies and procedures based on sound financial and business practices, all in compliance with the relevant rules and regulations issued by the Taiwan Securities and Futures Bureau.

The Company entered into USD/TWD CCS transactions and its balance was NT$6,597,000,000 by the end of April 2016 (fair value was NT$ 7,109,477,999); Our subsidiary, Asia Cement (China) entered into US$35,000,000 IRS transactions which was due

-131-

by the end of 2015. The realized gain on IRS transactions was US$ 470,054 in 2015.

7.6.3 The Prevention of Legal Risks

In view of current company’s operations, in addition to compliance with laws and regulations, there are many different areas involved in the legal norms, such as dealing with other companies, government agency, stakeholders, employees, and other foreign-related cases. Preventing legal risks shall be the first priority in today’s business operators

In response to this situation, the Company asks those who majored in law to be in charge of the Secretarial Department. Besides, the Company teaches and requires every employee to comply with every regulation in daily operations. The Company also cooperates with the Group’s legal department to handle labor, general affairs, sales, factory management, taxation and other issues. Lawyers and accountants would be consulted if necessary. These could ensure legal risks reduced to maintain the Company's interests.

  • ◎R&D project and estimated expenditures in the future:
Unit: NT$1000
Item Amount
1 Detection Technology for Powder Particle Size 1,500
Total 1,500
  • ◎Effect on the Company’s finance and operation from any changes in major policies and laws at home and abroad in the most recent fiscal year: None.

  • ◎Effect on the Company's finance and operation due to the technological improvement and the change of industrial environment in the most recent fiscal year: None.

  • ◎Events influencing the Company's corporate image in the most recent fiscal year: None.

  • ◎Merger or acquisition plan in the most recent fiscal year: None.

  • ◎Plan of expanding capacity in the most recent fiscal year: None.

  • ◎Supply and sale of the Company in the most recent fiscal year: Normal and steady.

  • ◎Large volume shares transferred or changed by directors, supervisors, or shareholders with more than 10% shareholdings in the most recent fiscal year: None.

◎Change of the Company’s management in the most recent fiscal year: None.

  • ◎Litigation, non-litigation incidents or administrative disputes of directors, supervisors, president, shareholders with more than 10% shareholdings, or subsidiaries which could materially affect shareholders' equity or the prices of the Company's securities: None.

  • ◎Other major risks: None.

7.7 Other Mentionable Issues : None.

-132-

VIII Special Disclosure

8.1 Organizational Chart of Affiliated Companies

==> picture [523 x 488] intentionally omitted <==

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

0.03%
0.02%
99.87%
99.82% FU MING TRANSPORTATION CO., FU DA TRANSPORTATION CO.,
LTD. LTD.
100.00%
YUAN LONG STAINLESS STEEL
CORP. 100.00% NANCHANG YALI CONCRETE
PRODUCE LTD.
100.00% SUNRISE INDUSTRIAL HOLDINGS LTD. 100.00% ASIA CONTINENT INVESTMENT HOLDINGS PTE. LTD. 85.00% JIANGXI YADONG CEMENT CO.,LTD. 51.99% JIANGXI YALI TRANSPORT CO., LTD.
10.00%
99.94% 50.00%
0.02% NAN HWA CEMENT CORP . NANCHANG YADONG CEMENT CO., LTD.
25.00%
98.23% ASIA ENGINEERING ENTERPRISE 100.00% ASIA ENGINEERING 90.00% HUANGGANG YADONG CEMENT
0.07% CORP. ENTERPRISES PTE. LTD. CO., LTD. 10.00%
0.20%
90.00% WUHAN YADONG CEMENT CO., LTD. 100.00% WUHAN YALI CEMENT PRODUCTS CO., LTD.
67.73% ASIA CEMENT (CHINA) HOLDINGS CO. 100.00% PERFECT INDUSTRIAL HOLDINGS PTE. LTD. 10.00% 48.00%
ASIA 100.00%
CEMENT ORIENTAL HOLDINGS CO., LTD.
CORP. 4.07% 100.00%
TAIZHOU YADONG BUILDING
99.96% 100.00% 51.22% CHENGDU YALI CEMENT MATERIAL CO., LTD.
ASIA CEMENT(SINGAPORE)PTE. LTD. ORIENTAL CONCRETE PTE.LTD. PRODUCTS CO.,LTD. 48.78%
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
0.39% 99.55% FU SHAN MINERAL STONE CO.,LTD. 99.99% 50.00% SHANGHAI YAFU CEMENT PRODUCTS CO., LTD. 15.00%
49.00% KOWLOON CEMENT CORP. LTD. 100.00% KOWLOON CONCRETE CORP. 90.00% 35.00%
99.99% 100.00% LTD. SHANGHAI YALI CEMENT 10.00%
0.001% DER CHING INVESTMENT CORP. AC MEGA INVESTMENT LTD. PRODUCTS CO., LTD.
100.00% AC LEAP INVESTMENT LTD. 100.00% JOIN FORTUNE TRADING LTD. 90.00% SICHUAN YALI CONCRETE 10.00%
100.00% PRODUCE CO., LTD.
51.00% YA LI TRANSPORTATION CORP. 100.00% AC MEGA II INVESTMENT LTD. 90.00% SICHUAN YALI TRANSPORT CO., LTD. 10.00%
AC MEGA III INVESTMENT LTD.
100.00% AC MEGA IV INVESTMENT LTD. 90.00% YANGZHOU YADONG CEMENT CO., LTD. 10.00% SICHUAN LANFENG BUILDING MATERIALS CO., LTD.
99.99% 100.00%
83.81% YA LI PRECAST ANDPRESTRESSED CONCRETE INDUSTRIES CORP. 28.21% YA LI PRECAST PVT. LTD. CONCRETE INDIA 64.50% 90.00% SICHUAN YADONG CEMENT CO., LTD. 100.00% 10.00% SICHUAN LANFENG CEMENT CO.,LTD.
ASIA ORIENTAL (GUAM) L.L.C. PEREZ-AOG, L.L.C.
71.79% 90.00% HUBEI YADONG CEMENT 10.00%
CO.,LTD. 100.00%
99.99% YA TUNG READY-MIXED CONCRETE CORP. 100.00% YATUNG VIETNAM CO., LTD. HUBEI YALI TRANSPORT CO., LTD.
0.004% 69.93% YA SING READY-MIXED 90.00% WUHAN YAXIN CEMENT CORP.
CONCRETE CORP. LTD.
0.05%
100.00% ASIA CEMENT EXPLORER
INVESTMENT LTD.
100.00%
ASIA INVESTMENT CORP. 100.00% ASIA CEMENT PIONEER
INVESTMENT LTD.
0.01%
100.00%
ASIA CEMENT PIONEER II
INVESTMENT LTD.
59.59%
CHIAHUI POWER CORP. 100.00%
ASIA CEMENT PIONEER III
INVESTMENT LTD.
100.00% ASIA CEMENT PIONEER IV
INVESTMENT LTD.
----- End of picture text -----

-133-

8.2 Basic Information of Affiliated Companies

Currency: NT$ (except otherwise specified) Unit: $1,000


Unit: $1,000

Unit: $1,000
As of December 31,2015
Company Name Establishing Paid-in Main business or
Date **Capital ** Production Item
FU MING TRANSPORTATION CO., LTD. Feb. 1980 295,695
Transportation
Address: No.139, Sec. 1, Datong Rd., Xizhi Dist.,
NewTaipeiCity
YUAN LONG STAINLESS STEEL CORP. Dec. 2005 2,000,000 Steel rolling and
Address: No.28, Daye S. Rd., Xiaogang Dist., related business
Kaohsiung City
SUNRISE INDUSTRIAL HOLDINGS LTD. Apr. 1996 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 90
3444, Road Town, Tortola, British Virgin
Islands
NAN HWA CEMENT CORP. May. 1979 261,440 Granulated
Address: No.90, Sec. 2, Linkong. Rd., Longchin Blast-Furnace Slag,
Dist., Taichung City Cement, Limestone
Slag
ASIA ENGINEERING ENTERPRISE CORP. Nov. 1982 81,144 Engineering
Address: No.125, Xinxing Rd., Xincheng Township,
HualienCounty
ASIA CEMENT (CHINA) HOLDINGS CO. Apr. 2004 HKD
Investment
Address: Century Yard, Cricket Square, Hutchins 156,685
Drive, P.O. Box 2681GT, George Town,
Grand Cayman,BritishWestIndies
ASIA CEMENT (SINGAPORE) PTE. LTD. Apr. 1964 SGD
Cement
Address: 5 Little Road #09-01 Cemtex Industrial 10,500
Building Singapore 536983
DER CHING INVESTMENT CORP. Dec. 1988 5,651,061
Investment
Address: 31F., No.207, Sec. 2, Dunhua S. Rd., Da’an
Dist.,TaipeiCity
YA LI TRANSPORTATION CORP. Oct. 1980 100,000 Transportation
Address: No.125, Xinxing Rd., Xincheng Township,
HualienCounty
YA LI PRECAST AND PRESTRESSED Nov. 1990 193,776
Cement products
CONCRETE INDUSTRIES CORP.
Address: No.3, Sec. 2, Jiayuan Rd., Shulin Dist.,
NewTaipeiCity
YA TUNG READY-MIXED CONCRETE CORP. Jan. 1999 1,457,798 Ready-mixed
Address: No.139, Sec. 1, Datong Rd., Xizhi Dist., concrete, Cement
New Taipei City products
ASIA INVESTMENT CORP. Oct. 1998 1,759,740
Investment
Address: 31F., No.207, Sec. 2, Dunhua S. Rd., Da’an
Dist.,TaipeiCity
CHIAHUI POWER CORP. Apr. 1996 4,700,000
Power plant
Address: No.688, Songzijiao, Minxiong Township,
ChiayiCounty
FU DA TRANSPORTATION CO., LTD. Feb. 1989 279,279
Transportation
Address: No.139, Sec. 1, Datong Rd., Xizhi Dist.,
NewTaipeiCity
ASIA ENGINEERING ENTERPRISES PTE. LTD. June. 1995 USD
Engineering
Address: Portcullis TrustNet Chambers, PO Box 50
3444, Road Town, Tortola, British Virgin
Islands
PERFECT INDUSTRIAL HOLDINGS PTE. LTD. May. 1997 USD Investment
Address: CITCO Building, Wickhams Cay,P.O.Box 9,287
662,Road Town ,Tortola, British Virgin
Islands

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Company Name Establishing Paid-in Main business or
Date **Capital ** Production Item
ORIENTAL CONCRETE PTE. LTD. Oct. 1980 SGD Ready-mixed
Address: 5 Little Road #09-01 Cemtex Industrial 17,000 concrete
Building Singapore 536983
FU SHAN MINERAL STONE CO., LTD. Dec. 1970 13,000 Marble, Limestone
Address: No.125, Xinxing Rd., Xincheng Township, Mining
HualienCounty
KOWLOON CEMENT CORP. LTD. Sept. 1986 HKD Cement
Address: 11/F Lippo Leighton Tower, 103 Leighton 23,000
Road, CausewayBay,HongKong
AC MEGA INVESTMENT. LTD. Nov. 2010 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 19,600
3444, Road Town, Tortola, British Virgin
Islands
AC LEAP INVESTMENT. LTD. Nov. 2010 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 19,600
3444, Road Town, Tortola, British Virgin
Islands
AC MEGA II INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 10,000
3444, Road Town, Tortola, British Virgin
Islands
AC MEGA III INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 10,000
3444, Road Town, Tortola, British Virgin
Islands
AC MEGA IV INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 19,400
3444, Road Town, Tortola, British Virgin
Islands
YA LI PRECAST CONCRETE INDIA PVT. LTD. June. 2007 INR
Cement products
Address: 7/241,2nd Floor, Sunder Vihar, Paschim 16,000
Vihar, NewDelhi-110087
ASIA ORIENTAL (GUAM) L.L.C Aug. 2010 USD Investment
Address: 136 Adrian Sanchez Street Tamuning, GU 6,900
96913
YATUNG VIETNAM CO. LTD. Feb. 2010 VND Ready-mixed
Address: Supporting industry zone, Ky Phuong 141,348,502 concrete,
Commune, Ky Anh District, Ha Tinh Cement products
Province
YA SING READY-MIXED CONCRETE CORP. Apr. 2000 100,000 Ready-mixed
Address: No.350, Niupu S. Rd., Xiangshan Dist., concrete,
Hsinchu City Cementproducts
ASIA CEMENT EXPLORER INVESTMENT. LTD. Aug. 2008 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 11,415
3444, Road Town, Tortola, British Virgin
Islands
ASIA CEMENT PIONEER INVESTMENT. LTD. Aug. 2008 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 66,550
3444, Road Town, Tortola, British Virgin
Islands
ASIA CEMENT PIONEER II INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 18,500
3444, Road Town, Tortola, British Virgin
Islands
ASIA CEMENT PIONEER III INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 10,000
3444, Road Town, Tortola, British Virgin
Islands

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Company Name Establishing Paid-in Main business or
Date **Capital ** Production Item
ASIA CEMENT PIONEER IV INVESTMENT. LTD. June. 2011 USD Investment
Address: Portcullis TrustNet Chambers, PO Box 9,510
3444, Road Town, Tortola, British Virgin
Islands
ASIA CONTINENT INVESTMENT HOLDINGS Apr. 1995 USD Investment
PTE. LTD. 288,847
Address: 5 Little Road #09-01 Cemtex Industrial
Building Singapore 536983
ORIENTAL INDUSTRIAL HOLDINGS PTE. LTD. May. 1994 USD Investment
Address: 5 Little Road #09-01 Cemtex Industrial 763,962
Building Singapore 536983
KOWLOON CONCRETE CORP. LTD. Mar. 1992 HKD Barges
Address: 11/F Lippo Leighton Tower, 103 Leighton 10
Road, CausewayBay,HongKong
JOIN FORTUNE TRADING LTD Jul. 2012 USD Investment
Address: 263 MAIN STREET, ROAD TOWN, 1,962
TORTOLA,BRITISHVIRGINISLANDS
PEREZ-AOG, L.L.C. Mar. 2011 USD Ready-mixed
Address: 136 Adrian Sanchez Street Tamuning, 9,600 concrete, Cement
GU 96913 products
JIANGXI YADONG CEMENT CO., LTD. Oct. 1997 USD Cement, Cement
Address: Changjiang Road, Jiujiang Economic 356,104 products,
Development Zone, Jiujiang City, Jiangxi Ready-mixed
Province, China concrete
HUANGGANG YADONG CEMENT CO., LTD. Aug. 2006 USD Cement, Cement
Address: 5 Tiyu Avenue,Huangzhou Zone, 86,170 products,
Huanggang City, Hubei Province, China Ready-mixed
concrete
WUHAN YADONG CEMENT CO., LTD. Nov. 1999 USD Cement,
Address: Cihui Avenue, Wujiashan Taiwan Business 36,140 Slag-Cement,
Investment Zone, Dongxihu, Wuhan, China Granulated
blast-furnace slag
ORIENTAL HOLDINGS CO., LTD. July. 2003 USD Investment,
Address: Room 305A,No 2875,South Yanggao Rd, 130,407 Consultant
Pudong NewArea, Shanghai
CHENGDU YALI CEMENT PRODUCTS CO., Dec. 2004 USD Ready-mixed
LTD. 4,100 concrete,
Address: No.68 AnPeng Road, Tianpeng Town, Cement products
Pengzhou, Chengdu City, Sichuan, China
SHANGHAI YAFU CEMENT PRODUCTS CO., Jan. 2003 USD Ready-mixed
LTD. 2,540 concrete,
Address: No.3000 Longwu Road Minhang Cement products
ShanghaiChina
SHANGHAI YALI CEMENT PRODUCTS CO., Nov. 1995 USD Ready-mixed
LTD. 15,000 concrete,
Address: No.3000 Longwu Road Minhang Cement products
ShanghaiChina
SICHUAN YALI CONCRETE PRODUCE CO., Nov. 2005 USD Ready-mixed
LTD. 3,300 concrete,
Address: No.268,Three Passage,Wenquan Road Cement products
Wenjiang District,Chendu
City,Sichuan,China
SICHUAN YALI TRANSPORT CO., LTD. May. 2006 USD Transportation
Address: No.68 AnPeng Road, Tianpeng Town, 3,500
Pengzhou, Chengdu City, Sichuan, China
YANGZHOU YADONG CEMENT CO., LTD. July. 2006 USD Cement, Clinker,
Address: No.7 Gudu Road BaliTown, Yangzhou 35,530 Ready-mixed
Economic Development Zone Yangzhou concrete
City JiangsuProvince China

-136-

Company Name Establishing Paid-in Main business or
Date **Capital ** Production Item
SICHUAN YADONG CEMENT CO., LTD. Nov. 2004 USD Clinker, Cement,
Address: No.66 AnPeng Road, Tianpeng Town, 368,340 Limestone, Cement
Pengzhou, Chengdu City, Sichuan, China products,
Ready-mixed
concrete
HUBEI YADONG CEMENT CO., LTD. June. 2005 USD Cement,
Address: No.66 Ya Dong Avenue, Pingjiang West 154,800 Ready-mixed
Road, Yangluo Economic Development concrete, Cement
Zone, WuhanCity,Hubei Province, China products
NANCHANG YALI CONCRETE PRODUCE LTD. Dec. 2003 RMB Ready-mixed
Address: Melin AVE Bashuihu Industries Zone 60,000 concrete,
NanchangETDZJiangxi Province Cement products
JIANGXI YALI TRANSPORT CO., LTD. May. 2000 RMB Transportation
Address: No.8,Yadong Ma-Toutown Ruichang City 12,500
Jiangxi, China
NANCHANG YADONG CEMENT CO., LTD. Jan. 2004 RMB Cement, Clinker,
Address: Industrial 2nd Rd, Changdong Industrial 90,000 Ready-mixed
Park, Nanchang Jiangxi, China concrete
WUHAN YALI CEMENT PRODUCTS CO., LTD. Dec. 2007 RMB Ready-mixed
Address: No.66 Ya Dong Avenue, Pingjiang Went 60,000 concrete,
Road, Yangluo Economic Development Cement products
Zone, WuhanCity,Hubei Province, China
TAIZHOU YADONG BUILDING MATERIAL CO., Sep. 2013 USD Cement
LTD. 16,000 warehousing and
Address: Central Village of Yong anzhou Town, wholesale
Gaogang District, Thaizhou, Jiangsu
Province, China
SICHUAN LANFENG BUILDING MATERIALS Nov. 2010 RMB Construction
CO., LTD. 20,000
Address: Middle, Qinggui Road, Guihua Town,
Pengzhou, Chengdu City, Sichuan, China
SICHUAN LANFENG CEMENT CO., LTD. Sep. 2008 RMB Clinker, Cement,
Address: Middle, Qinggui Road, Guihua Town, 600,000 Limestone, Cement
Pengzhou, Chengdu City, Sichuan, China products,
Ready-mixed
concrete
HUBEI YALI TRANSPORT CO., LTD. Oct. 2006 RMB Transportation
Address: Cihui Avenue, Wujiashan Taiwan Business 13,000
Investment Zone, Dongxihu, Wuhan, Hubei
Province, China
WUHAN YAXIN CEMENT CO., LTD. Aug. 2003 RMB Clinker, Cement,
Address: Jiangjun mountain, Jiangxia District, 90,000 Limestone
Wuhan,Hubei Province,China

8.3 Main Business of Affiliated Companies

Please Refer to Above List.

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8.4 Information of the Directors, Supervisors, and Presidents of Affiliated Companies


Companies
Company Name Title Name or Representative Shareholding

Shares

%
FU MING TRANSPOR-
TATION CO., LTD.
Chairman Johnny Shih (ACC Representative)
29,517,188

99.82
Director / President W.T. Hsu (ACC Representative) 29,517,188
99.82
Director K.Y. Lee (ACC Representative) 29,517,188
99.82
Director Y.F. Chang (ACC Representative) 29,517,188
99.82
Director C.M. Chen (ACC Representative) 29,517,188
99.82
Director M.T. Chen (ACC Representative) 29,517,188
99.82
Director R.K. Tsai (ACC Representative) 29,517,188
99.82
Supervisor T.L. Yu (Asia Investment Corp.
Representative)
5,000
0.02
Supervisor Humphrey Cheng (Asia
Investment Corp. Representative)
5,000
0.02
YUAN LONG
STAINLESS STEEL
CORP.
Chairman K.Y. Lee (ACC Representative) 200,000,000
100.00
Director / President B.R. Cheng (ACC Representative) 200,000,000
100.00
Director Peter Hsu (ACC Representative) 200,000,000
100.00
Director C.F. Cheng (ACC Representative) 200,000,000
100.00
Director C.M. Chen (ACC Representative) 200,000,000
100.00
Supervisor Doris Wu (ACC Representative) 200,000,000
100.00
Supervisor T.M. Chen (ACC Representative) 200,000,000
100.00
SUNRISE INDUSTRIAL
HOLDINGS LTD.
Director Douglas Tong Hsu
(ACC Representative)
90,000
100.00
Director Peter Hsu (ACC Representative) 90,000
100.00
Director K.Y. Lee (ACC Representative) 90,000
100.00
Director R.H. Shao (ACC Representative) 90,000
100.00
Director Doris Wu (ACC Representative) 90,000
100.00
NAN HWA CEMENT
CORP.
Chairman K.Y. Lee (ACC Representative) 26,128,171
99.94
President M.T. Chen 0
0.00
Director Douglas Tong Hsu 1,548
0.00
Director Peter Hsu 1,548
0.00
Director Y.F. Chang (ACC Representative) 26,128,171
99.94
Director C.M. Chen (ACC Representative) 26,128,171
99.94
Director Doris Wu (ACC Representative) 26,128,171
99.94
Director C.H. Chen (ACC Representative) 26,128,171
99.94
Director C.H. Chiu (ACC Representative) 26,128,171
99.94
Director K.M. Fu (ACC Representative) 26,128,171
99.94
Director C.M. Chen (ACC Representative) 26,128,171
99.94
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
5,000
0.02
ASIA ENGINEERING
ENTERPRISE CORP.
Chairman Y.F. Chang (ACC Representative) 7,970,703
98.23
Director / President Z.P. Chang (ACC Representative) 7,970,703
98.23
Director Douglas Tong Hsu 15,649
0.19
Director Peter Hsu 6,817
0.08
Director K.Y. Lee (ACC Representative) 7,970,703
98.23
Director C.K. Chang (ACC Representative) 7,970,703
98.23
Director J.B. Yu (ACC Representative) 7,970,703
98.23
Director X.M. Guo (ACC Representative) 7,970,703
98.23
Director Z.F. Lin (ACC Representative) 7,970,703
98.23
Director J.C. Lin (ACC Representative) 7,970,703
98.23
Supervisor H.Z. He (Asia Investment Corp.
Representative)
6,000
0.07
ASIA CEMENT (CHINA)
HOLDINGS CO.
Chairman /
Non-Executive
Director
Douglas Tong Hsu 3,000,000
0.19
Vice Chairman /
Executive Director
Peter Hsu 200,000
0.01

-138-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Executive Director T.H. Chang 1,322,000
0.08
Executive Director R.H. Shao 482,000
0.03
Executive Director Z.L. Wu 400,000
0.03
Executive Director C.K. Chang 430,000
0.03
Executive Director S.J. Lin 400,000
0.03
Independent Non -
Executive Director
D.L. Zhan 0
0.00
Independent Non -
Executive Director
K.C. Lee 0
0.00
Independent Non -
Executive Director
K.M. Wang 0
0.00
Independent Non -
Executive Director
Wei Wang 0
0.00
ASIA CEMENT
(SINGAPORE) PTE. LTD.
Chairman /
Managing Director
Douglas Tong Hsu 2
0.00
Vice Managing
Director
J.H. Lin (ACC Representative) 10,495,495
99.96
Director Peter Hsu (ACC Representative) 10,495,495
99.96
Director K.Y. Lee (ACC Representative) 10,495,495
99.96
Director Y.F. Chang (ACC Representative) 10,495,495
99.96
Director R.H. Shao (ACC Representative) 10,495,495
99.96
Director Doris Wu (ACC Representative) 10,495,495
99.96
Director C.P. Sue (ACC Representative) 10,495,495
99.96
DER CHING
INVESTMENT CORP.
Chairman K.Y. Lee (ACC Representative) 565,063,189
99.99
Director Peter Hsu 6,299
0.00
Director Y.F. Chang (ACC Representative) 565,063,189
99.99
Director W.K. Chou (ACC Representative) 565,063,189
99.99
Director C.M. Chen (ACC Representative) 565,063,189
99.99
Director Doris Wu (ACC Representative) 565,063,189
99.99
Director H.Y. Kao (ACC Representative) 565,063,189
99.99
Supervisor H.T. Peng (Asia Investment Corp.
Representative)
5,125
0.00
Supervisor Karen Yang (Asia Investment
Corp. Representative)
5,125
0.00
YA LI
TRANSPORTATION
CORP.
Chairman K.Y. Lee (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Peter Hsu (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Y.F. Chang (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director Z.P. Chang (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director M.T. Chen (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director H.Z. He (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Director W.T. Hsu (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
Supervisor Dana Lee (ACC Representative) 5,100,000
51.00
YA LI PRECAST AND
PRESTRESSED
CONCRETE
INDUSTRIES CORP.
Chairman K.Y. Lee(ACC Representative) 16,241,083
83.81
President L.C. Lee 0
0.00
Director Douglas Tong Hsu
(ACC Representative)
16,241,083
83.81
Director Peter Hsu(ACC Representative) 16,241,083
83.81
Director Y.F. Chang (ACC Representative) 16,241,083
83.81
Director C.H. Chiu(ACC Representative) 16,241,083
83.81
Director C.H. Chung (ACC Representative) 16,241,083
83.81
Director C.F. Cheng (ACC Representative) 16,241,083
83.81
Supervisor Lin Kuo(FEGC Representative) 3,105,647
16.03

-139-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Supervisor T.L. Yu(FEGC Representative) 3,105,647
16.03
YA TUNG
READY-MIXED
CONCRETE CORP.
Chairman K.Y. Lee(ACC Representative) 145,773,218
99.99
President C.P. Chen 0
0.00
Director Peter Hsu 144
0.00
Director Y.F. Chang (ACC Representative) 145,773,218
99.99
Director W.K. Chou(ACC Representative) 145,773,218
99.99
Director C.M. Chen(ACC Representative) 145,773,218
99.99
Supervisor Doris Wu (Asia Investment Corp.
Representative)
5,300
0.00
Supervisor H.Y. Kao (Asia Investment Corp.
Representative)
5,300
0.00
ASIA INVESTMENT
CORP.
Chairman K.Y. Lee(ACC Representative) 175,974,041
100.00
Director Y.F. Chang (ACC Representative) 175,974,041
100.00
Director Doris Wu(ACC Representative) 175,974,041
100.00
Supervisor H.Y. Kao(ACC Representative) 175,974,041
100.00
CHIAHUI POWER CORP. Chairman Douglas Tong Hsu
(ACC Representative)
280,093,521
59.59
President C.L. Chen 0
0.00
Director Peter Hsu (ACC Representative) 280,093,521
59.59
Director K.Y. Lee (ACC Representative) 280,093,521
59.59
Director Ko Suenaja
(J-Power Investment Netherlands
B.V. Representative)
187,854,807
39.97
Director Hiroyasu Sugiyama
(J-Power Investment Netherlands
B.V. Representative)
187,854,807
39.97
Supervisor Doris Wu (Asia Investment Corp.
Representative)
37,574
0.01
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
37,574
0.01
FU DA
TRANSPORTATION CO.,
LTD.
Chairman Johnny Shih
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director / President W.T. Hsu
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director K.Y. Lee
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Y.F. Chang
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Y.X. Wu
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Director Humphrey Cheng
(Fu Ming Transportation Co., Ltd.
Representative)
27,892,834
99.87
Supervisor R.K. Tsai (Asia Investment Corp.
Representative)
7,145
0.03
Supervisor
C.M. Shi (Asia Investment Corp.
Representative)
7,145
0.03
ASIA ENGINEERING
ENTERPRISES PTE. LTD.
Director
Y.F. Chang
0
0.00
Director Doris Wu 0
0.00
Director Z.P. Chang 0
0.00
PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
Director Douglas TongHsu 0
0.00
Director Doris Wu 0
0.00

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Company Name Title Name or Representative Shareholding Shareholding

Shares

%
ORIENTAL CONCRETE
PTE. LTD.
Chairman Douglas Tong Hsu
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director /
Managing Director

J.H. Lin
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director
Peter Hsu
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director K.Y. Lee
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director C.P. Sue
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
FU SHAN MINERAL
STONE CO., LTD.
Chairman Y.F. Chang (Der Ching Investment
Corp. Representative)
1,294,155
99.55
Director Peter Hsu (Der Ching Investment
Corp. Representative)
1,294,155
99.55
Director C.M. Chen (Der Ching Investment
Corp. Representative)
1,294,155
99.55
Director
Z.P. Chang (Der Ching Investment
Corp. Representative)
1,294,155
99.55
Director
Manfred Wang (Der Ching
Investment Corp. Representative)
1,294,155
99.55
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
5,000
0.38
KOWLOON CEMENT
CORP. LTD.
Chairman
Douglas Tong Hsu
0
0.00
Director Johnny Shih 0
0.00
Director K.Y. Lee 0
0.00
Director Y.F. Chang 0
0.00
Director R.H. Shao 0
0.00
Director C.P. Sue 0
0.00
AC MEGA INVESTMENT
LTD.

Director
C.M. Chen (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director
W.K. Chou (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
AC LEAP INVESTMENT
LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
AC MEGA II
INVESTMENT LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
AC MEGA III
INVESTMENT LTD.
Director C.M. Chen (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director W.K. Chou (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
AC MEGA IV
INVESTMENT LTD.
Director
C.M. Chen (Der Ching Investment
Corp. Representative)
19,400,000
100.00

-141-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director W.K. Chou (Der Ching Investment
Corp. Representative)
19,400,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
19,400,000
100.00
YA LI PRECAST
CONCRETE INDIA PVT.
LTD.
Chairman L.C. Lee
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director X.M. He
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director W.H. Yeh
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director H.Y. Kao
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director Gary Lee
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
Director H.C. Lee
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*INR
1,599,990


99.99
ASIA ORIENTAL
(GUAM) L.L.C
Manager
C.P. Chen
0
0.00
Manager Gary Lee 0
0.00
YATUNG VIETNAM CO.
LTD.
Manager S.Y. Huang 0
0.00
YA SING READY-MIXED
CONCRETE CORP.

Chairman
K.Y. Lee
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director / President Z.G. He
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director M.T. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director Z.P. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director S.Y. Huang
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director W.S. Tsai
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director J.F. Tsai
(Nan Kung Enterprise Corp.Ltd.
Representative)
1,000,000
10.00

-142-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director J.B. Zhuo
(Lien Fang Enterprise Corp.Ltd.
Representative)
500,000
5.00
Director C.T. Tsai
(Chu Chiang Enterprise Corp.Ltd.
Representative)
1,000,000
10.00
Supervisor F.C. Wu
(Ho Hwei Enterprise Corp.Ltd.
Representative)
500,000
5.00
Supervisor W.K. Chou
(Asia Investment Corp.
Representative)
5,000
0.05
Supervisor C.W. Chiang
(Asia Investment Corp.
Representative)
5,000
0.05
ASIA CEMENT
EXPLORER
INVESTMENT LTD.
Director C.M. Chen
(Asia Investment Corp.
Representative)
11,415,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
11,415,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
11,415,000
100.00
ASIA CEMENT PIONEER
INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
66,550,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
66,550,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
66,550,000
100.00
ASIA CEMENT PIONEER
II INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
18,500,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
18,500,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
18,500,000
100.00
ASIA CEMENT PIONEER
III INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
10,000,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
10,000,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
10,000,000
100.00
ASIA CEMENT PIONEER
IV INVESTMENT LTD.

Director
C.M. Chen
(Asia Investment Corp.
Representative)
9,510,000
100.00
Director W.K. Chou
(Asia Investment Corp.
Representative)
9,510,000
100.00
Director Doris Wu
(Asia Investment Corp.
Representative)
9,510,000
100.00

-143-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
ASIA CONTINENT
INVESTMENT
HOLDINGS PTE. LTD.
Chairman Douglas Tong Hsu 0
0.00
Director Peter Hsu 0
0.00
Director K.Y. Lee 0
0.00
Director Doris Wu 0
0.00
Director Shing Wei 0
0.00
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.

Chairman
Douglas Tong Hsu 4,000
0.00
Director Peter Hsu 0
0.00
Director R.H. Shao 1,000
0.00
Director Doris Wu 0
0.00
Director Shing Wei 0
0.00
KOWLOON CONCRETE
CORP. LTD.
Chairman Douglas Tong Hsu 0
0.00
Director K.Y. Lee 0
0.00
Director L.H. Fang 0
0.00
Director Doris Wu 0
0.00
Director C.P. Sue 0
0.00
JOIN FORTUNE
TRADING LTD
Manager C.P. Sue 0
0.00
Manager Gary Lee 0
0.00
PEREZ-AOG, L.L.C. Manager Rodney Chen 0
0.00
JIANGXI YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director / President C.K. Chang
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director S.J. Lin
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director L.H. Fang
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director J.B. Yu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director L. Tian
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director T.M. Chen
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
Director Dana Lee
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00

-144-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
35,610


10.00
Director Karen Yang
(Oriental Holdings Co., Ltd.
Representative)
*USD
35,610


10.00
Director D.M. Yao
(Jiangxi Provincial Investment
Group Corp. Representative)
*USD
17,805


5.00
Supervisor T.Z. Wu
(Asia Continent Investment
Holdings Pte. Ltd. Representative)
*USD
302,689


85.00
HUANGGANG YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director / President C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director W.Y. Liu
(Oriental Holdings Co., Ltd.
Representative)
*USD
8,617


10.00
Supervisor B.H. Lu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
WUHAN YADONG
CEMENT CO., LTD.
Chairman C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
President L. Tian *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director M. Wang
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,614


10.00
Supervisor W.F. Hsu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
ORIENTAL HOLDINGS
CO., LTD.
Chairman Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
President R.H. Shao *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00

-145-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Peter Chiang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
Supervisor Michael Ting
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
CHENGDU YALI
CEMENT PRODUCTS
CO., LTD.
Chairman J.Q. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
President J.B. Yu *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
Director S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*USD
2,000


48.78
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
2,000


48.78
Supervisor C.H. He
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
SHANGHAI YAFU
CEMENT PRODUCTS
CO., LTD
Chairman H.M. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
President T.S. Yang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
Director S.J. Lin
(Shanghai Yali Cement Products
Co.,Ltd. Representative)
*USD
889


35.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
381


15.00
Supervisor Y.Y. Lai
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
1,270


50.00
SHANGHAI YALI
CEMENT PRODUCTS
CO., LTD.
Chairman W.K. Chou
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
President T.S. Yang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00

-146-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Supervisor Rodney Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
SICHUAN YALI
CONCRETE PRODUCE
CO., LTD.
Chairman Z.X. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
President J.B. Yu *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
330


10.00
Supervisor P.P. Yu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
SICHUAN YALI
TRANSPORT CO., LTD.
Chairman S.Y. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
President L.H. Fang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
350


10.00
Supervisor W.T. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
YANGZHOU YADONG
CEMENT CO., LTD.
Chairman Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
President T.S. Yang *USD
0


0.00

-147-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director Z.S. Lee
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,553


10.00
Supervisor Z.Y. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
SICHUAN YADONG
CEMENT CO., LTD.
Chairman S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
President L.H. Fang *USD
0


0.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director X.M. Guo
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director J.H. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director C.H. Cheng
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director W.T. Hsu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director Gary Lee
(Oriental Holdings Co., Ltd.
Representative)
*USD
36,834


10.00
Supervisor L.S. Wang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
HUBEI YADONG
CEMENT CO., LTD.
Chairman C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director / President S.J. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Z.L. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00

-148-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director A.K. Fu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director H.R. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director T.S. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Jason Tai
(Oriental Holdings Co., Ltd.
Representative)
*USD
15,480


10.00
Director M.C. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Supervisor J.X. Shen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
NANCHANG YALI
CONCRETE PRODUCE
LTD.
Chairman Humphrty Cheng
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President S.M. Chang *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director S.J. Lin
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director Doris Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor H.W. Chen
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
JIANGXI YALI
TRANSPORT CO., LTD.
Chairman W.T. Hsu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
President T.S. Yang *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
Director S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*RMB
6,000


48.00

-149-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Doris Wu *RMB
0


0.00
Supervisor L.C. Lian
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
NANCHANG YADONG
CEMENT CO., LTD.
Chairman S.J. Lin
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
President A.K. Fu *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director Doris Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
Director D.H. Lin
(Oriental Holdings Co., Ltd.
Representative)
*RMB
22,500


25.00
Director Y.T. Wang
(Oriental Holdings Co., Ltd.
Representative)
*RMB
22,500


25.00
Director X.L. Chang
(Fangda Special Steel Technology
Co.,Ltd. Representative)
*RMB
22,500


25.00
Director M.H. Li
(Fangda Special Steel Technology
Co.,Ltd. Representative)
*RMB
22,500


25.00
Supervisor J.F. Jiang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
WUHAN YALI CEMENT
PRODUCTS CO., LTD.
Chairman L.C. Chen
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President R.X. Ciou *RMB
0


0.00
Director Z.L. Wu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director C.K. Chang
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director S.J. Lin
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director Doris Wu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor S.M. Chang
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00

-150-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
TAIZHOU YADONG
BUILDING MATERIAL
CO., LTD.
Chairman S.J. Lin
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
President T.S. Yang *USD
0


0.00
Director Z.L. Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director C.K. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Supervisor Z.Y. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
SICHUAN LANFENG
BUILDING MATERIALS
CO., LTD.
Chairman R.H. Shao
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director / President J.B. Yu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director Peter Hsu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director Z.L. Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director C.K. Chang
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director S.J. Lin
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director Doris Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director L.H. Fang
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Supervisor J.H. Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
SICHUAN LANFENG
CEMENT CO., LTD.
Chairman R.H. Shao
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director / President J.B. Yu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director Peter Hsu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director Z.L. Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00

-151-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director C.K. Chang
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director S.J. Lin
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director Doris Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director L.H. Fang
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Supervisor J.H. Wu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
HUBEI YALI
TRANSPORT CO., LTD.
Chairman J.J. Jiang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
President T.X. Nie *RMB
0


0.00
Director Z.L. Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director C.K. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director S.J. Lin
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Supervisor Y.H. Lu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
WUHAN YAXIN
CEMENT CO., LTD.
Chairman Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
President L. Tian *RMB
0


0.00
Director Z.L. Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director C.K. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director S.J. Lin
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director R.T. Sie
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director C.C. Cheng *RMB
9,000


10.00
Supervisor J.M. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00

The above companies marked with the “” sign are not incorporated companies. Therefore the shareholding are shown in capital (Unit: INR, USD, VND and RMB $1,000) instead of shown in numbers of shares.

-152-

8.5 Operating Condition of Affiliated Companies

Unit:NT$1,000

Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
FU MING TRANSPORTATION
CO., LTD.
295,695 1,634,462 347,083 1,287,379 812,212 63,585 168,452 5.70
YUAN LONG STAINLESS
STEEL CORP.
2,000,000 4,506,897 3,133,115 1,373,782 4,163,902 (269,029)
(264,742)

(1.32)
SUNRISE INDUSTRIAL
HOLDINGS LTD.
2,909 133,599 83,624 49,975 - (103)
2,322
25.80
NAN HWA CEMENT CORP. 261,440 1,045,612 641,713 403,899 486,207 30,492 7,424 0.28
ASIA ENGINEERING
ENTERPRISE CORP.
81,144 389,125 228,141 160,984 37,950 4,002 (830)
(0.10)
ASIA CEMENT (CHINA)
HOLDINGS CO.
634,911 71,601,857 24,726,090 46,875,767 - (345,257) (1,530,713)
(0.98)
ASIA CEMENT (SINGAPORE)
PTE. LTD.
250,425 4,319,786 927,758 3,392,028 1,072,287 (45,606)
(105,627)

(10.06)
DER CHING INVESTMENT
CORP.
5,651,061 16,718,460 3,888,842 12,829,618 1,124,041 253,673 965,983 1.71
YA LI TRANSPORTATION
CORP.
100,000 510,164 44,583 465,581 292,596 26,843 27,974 2.80
YA LI PRECAST AND
PRESTRESSED CONCRETE
INDUSTRIES CORP.
193,776 521,658 385,512 136,146 432,154 54,187 38,394 1.98
YA TUNG READY-MIXED
CONCRETE CORP.
1,457,798 3,631,056 2,046,989 1,584,067 7,838,313 136,012 89,164 0.61
ASIA INVESTMENT CORP. 1,759,740 8,570,925 5,849,562 2,721,363 1,701,448 294,658 252,433 1.43
CHIAHUI POWER CORP. 4,700,000 12,941,099 4,028,859 8,912,240 7,026,295 1,301,438 1,081,108 2.30
FU DA TRANSPORTATION
CO., LTD.
279,279 935,445 322,459 612,986 579,126 64,506 91,839 3.29
ASIA ENGINEERING
ENTERPRISES PTE. LTD.
1,639 117,136 - 117,136 918 (78)
(4,517)

(90.34)
PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
304,388 62,588,015 986,819 61,601,196 - (3,728)
(182,508)

(19.65)
ORIENTAL CONCRETE PTE.
LTD.
393,720 260,135 2,354 257,781 27,210 5,631 3,695 0.22
FU SHAN MINERAL STONE
CO.,LTD.
13,000 93,955 61,802 32,153 34,554 (36)
(838)

(0.64)
KOWLOON CEMENT CORP.
LTD.
93,150 1,020,863 44,260 976,603 470,079 38,611 58,037 25.23
AC MEGA INVESTMENT
LTD.
579,926 578,442 - 578,442 - (93)
11
0.00
AC LEAP INVESTMENT
LTD.
579,439 647,272 - 647,272 - (88)
1,302
0.07
AC MEGA II INVESTMENT
LTD.
289,050 306,644 - 306,644 - (80)
1,073
0.11

-153-

Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
AC MEGA III INVESTMENT
LTD.
289,050 351,819 - 351,819 - (80)
1,206
0.12
AC MEGA IV INVESTMENT
LTD.
575,055 757,341 - 757,341 - (80)
904
0.05
YA LI PRECAST CONCRETE
INDIA PVT. LTD.
8,338 30,000 23,590 6,410 8,588 (6,016)
(8,344)

Note 1
ASIA ORIENTAL (GUAM)
L.L.C
205,379 139,240 3,004 136,236 990 (1,010)
(34,974)

Note 1
YATUNG VIETNAM CO., LTD. 201,823 267,653 41,819 225,834 230,168 22,034 17,487 Note 1
YA SING READY-MIXED
CONCRETE CORP.
100,000 232,160 139,750 92,410 874,496 5,622 3,517 0.35
ASIA CEMENT EXPLORER
INVESTMENT LTD.
334,065 176,195 - 176,195 - (93)
341
0.03
ASIA CEMENT PIONEER
INVESTMENT LTD.
2,039,879 2,252,876 62,355 2,190,521 - (104)
(199)

(0.00)
ASIA CEMENT PIONEER
II INVESTMENT LTD.
544,135 666,335 - 666,335 - (80)
1,167
0.06
ASIA CEMENT PIONEER
III INVESTMENT LTD.
289,050 282,888 - 282,888 - (80)
1,086
0.11
ASIA CEMENT PIONEER
IV INVESTMENT LTD.
286,263 334,148 - 334,148 - (80)
529
0.06
ASIA CONTINENT
INVESTMENT HOLDINGS
PTE. LTD.
9,466,957 17,451,246 95 17,451,151 - (193)
269,766
0.81
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
25,048,708 44,127,591 146 44,127,445 - (288)
(462,774)

(0.65)
KOWLOON CONCRETE CORP.
LTD.
42 132,282 64 132,218 2,948 (1,656)
777
77.70
JOIN FORTUNE TRADING
LTD.
64,337 64,337 451 63,886 - (2,467)
(2,467)

(1.26)
PEREZ-AOG, L.L.C. 314,640 283,121 89,835 193,286 333,319 (41,428)
(51,714)

Note 1
JIANGXI YADONG CEMENT
CO., LTD.
11,671,309 28,423,933 7,918,794 20,505,139 12,631,202 683,292 317,045 Note 1
HUANGGANG YADONG
CEMENT CO., LTD.
2,824,222 5,992,871 1,122,629 4,870,242 2,482,368 351,417 270,593 Note 1
WUHAN YADONG CEMENT
CO., LTD.
1,184,489 3,504,573 439,551 3,065,022 2,051,465 108,226 140,893 Note 1
ORIENTAL HOLDINGS CO.,
LTD.
4,274,089 7,916,451 8,081 7,908,370 - (2,998)
(37,669)

Note 1
CHENGDU YA LI CEMENT
PRODUCTS CO., LTD.
134,378 359,540 98,406 261,134 181,179 (145,057)
(115,361)

Note 1
SHANGHAI YAFU CEMENT
PRODUCTS CO., LTD.
83,249 104,593 322 104,271 - (5,591)
(1,473)

Note 1
SHANGHAI YALI CEMENT
PRODUCTS CO., LTD.
491,625 914,794 609,444 305,350 541,283 (79,228)
(109,659)

Note 1
SICHUAN YALI CONCRETE
PRODUCE CO., LTD.
108,158 456,867 294,204 162,663 203,664 7,654 (4,963)
Note 1

-154-

Company Name Capital Total Assets Total
Liabilities
Net Value Net Sales Operating
Income
(Loss)
Income
(Loss)
After
Income
Tax
Earnings
(Loss)
per Share
(After
Income Tax)
SICHUAN YALI TRANSPORT
CO., LTD.
114,713 449,857 133,308 316,549 604,198 31,410 34,498 Note 1
YANGZHOU YADONG
CEMENT CO., LTD.
1,164,496 3,005,782 1,254,235 1,751,547 2,357,239 (107,827)
(150,785)

Note 1
SICHUAN YADONG CEMENT
CO., LTD.
12,072,344 25,105,850 7,149,960 17,955,890 4,934,765 (165,514)
(785,000)

Note 1
HUBEI YADONG CEMENT
CO., LTD.
5,073,570 14,953,198 3,656,475 11,296,723 5,431,079 381,347 223,330 Note 1
NANCHANG YALI CONCRETE
PRODUCE LTD.

302,837
953,024 164,551 788,473 793,350 84,957 57,944 Note 1
JIANGXI YALI TRANSPORT
CO., LTD.
63,091 310,128 45,991 264,137 400,423 43,945 35,302 Note 1
NANCHANG YADONG
CEMENT CO., LTD.
454,256 919,950 106,016 813,934 938,595 54,597 50,442 Note 1
WUHAN YALI CEMENT
PRODUCTS CO., LTD.
302,837 831,127 474,448 356,679 777,911 78,321 44,111 Note 1
TAIZHOU YADONG BUILDING
MATERIAL CO., LTD.

524,400
1,120,302 667,915 452,387 196,089 (29,582)
(36,611)

Note 1
SICHUAN LANFENG
BUILDING MATERIALS CO.,
LTD.
100,946 177,728 153,428 24,300 - (7,493)
(15,712)

Note 1
SICHUAN LANFENG CEMENT
CO., LTD.
3,028,370 7,979,797 4,822,966 3,156,831 2,999,562 (36,734)
(280,420)

Note 1
HUBEI YALI TRANSPORT CO.,
LTD.
65,615 210,071 27,143 182,928 286,990 26,354 19,428 Note 1
WUHAN YAXIN CEMENT
CORP. LTD.
454,256 2,183,292 703,841 1,479,451 1,406,621 43,181 36,758 Note 1

Note1: The subsidiaries in China or overseas are not limited liability companies; therefore it’s not able to count earnings per share.

  • Note2: The data in Balance Sheet are converted according to the exchange rate at the end of 2015 (USD 32.775 SGD 23.16 RMB 5.047284

  • HKD 4.205 INR 0.4966 VND 0.00125); the data in Income Statement are converted according to the 2015 average exchange rate(USD: 31.739;SGD:23.0967;RMB:5.086302;HKD:4.0938;INR:0.4952;VND:0.001399).

Note3: The operating income of investees is calculated according to the sum of gain/loss from selling shares and stock dividends.

  • Consolidated Financial Reports: Please read section 6.4 for details.

  • Relationship Report: Not applicable.

  • Private placement: None.

  • The shares held or disposed by subsidiaries in the most recent fiscal year and the current fiscal year up to the date of printing of the annual report : None.

  • In the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, any event which has a material impact on shareholders' equity or securities prices: About the information of the Company's investment in China Shanshui Cement Group Ltd., please refer to the Note 8 AVAILABLE-FOR-SALE FINANCIAL ASSETS in consolidated financial report Page 27 ~ 28.

  • Any other matters listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act which might materially affect shareholders' equity or the price of the company's securities, occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

-155-

==> picture [62 x 63] intentionally omitted <==

ASIA CEMENT CORPORATION

Asia Cement Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2015 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

ASIA CEMENT CORPORATION

By

DOUGLAS TONG HSU Chairman March 25, 2016

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

We have audited the accompanying consolidated balance sheets of Asia Cement Corporation (the “Corporation”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an 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 auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 consolidated financial position of the Group as of December 31, 2015 and 2014, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2015 and 2014, on which we have issued an unqualified report.

March 25, 2016

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and consolidated financial statements shall prevail.

  • 2 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 40)

Financial assets at fair value through profit or loss - current (Notes 7 and 40)
Available-for-sale financial assets - current (Note 8)
Debt investments with no active market - current (Notes 6, 10, 40 and 42)
Notes receivable
Related parties (Note 40)
Third parties
Trade receivables
Related parties (Notes 11 and 40)
Third parties (Notes 11 and 12)
Other receivables (Notes 13 and 40)
Current tax assets (Note 34)
Inventories (Note 14)
Prepayments (Note 21)
Other current assets (Note 29)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 16 and 42)
Available-for-sale financial assets - non-current (Notes 8 and 42)
Financial assets measured at cost - non-current (Note 9)
Debt investment with no active market - non-current (Notes 6, 10, 40 and 42)
Property, plant and equipment (Notes 17 and 42)
Investment properties (Notes 18 and 42)
Intangible assets (Notes 19 and 20)
Deferred tax assets (Note 34)
Long-term notes receivables and other receivables (Notes 12 and 22)
Long-term prepayments for lease (Note 21)
Other non-current assets (Notes 23, 29 and 40)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 24 and 40)

Short-term bills payable (Notes 25 and 40)
Financial liabilities at fair value through profit or loss - current (Notes 7 and 40)
Accounts payable and accrued expenses
Third parties
Related parties (Note 40)
Dividends and bonuses payable
Other payable - other (Note 26)
Current tax liabilities (Note 34)
Provisions - current (Note 28)
Customers' deposits and advances (Note 28)
Current portion of long-term liabilities (Notes 27 and 40)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 27)
Long-term borrowings (Notes 27 and 40)
Provisions - non-current (Notes 28 and 43)
Derivative financial liabilities for hedging - non-current
Deferred tax liabilities (Note 34)
Net defined benefit liabilities (Note 29)
Long-term deferred revenue (Note 28)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 30 and 34)
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Corporation

NON-CONTROLLING INTERESTS (Notes 30 and 37)

Total equity

TOTAL
2015
Amount
%
$ 11,024,089
4
1,030,970
-
5,283,052
2
5,383,861
2
12,537
-
6,268,468
2
481,581
-
10,384,455
4
2,924,090
1
3,922
-
7,318,610
3
1,146,914
1

1,581,736

1


52,844,285

20

68,784,137
25
22,717,179
8
1,367,517
1
165,949
-
67,264,573
25
34,629,764
13
5,304,367
2
750,251
-
10,918,197
4
3,737,647
1

1,593,343

1

217,232,924

80

$ 270,077,209
100

$ 18,677,761
7
13,445,051
5
-
-
8,199,549
3
254,636
-
212,423
-
547,033
-
466,164
-
9,419
-
692,442
-

22,719,449

9


65,223,927

24

8,000,000
3
32,164,684
12
322,268
-
-
-
7,817,183
3
195,835
-
995,008
1

504,112

-


49,999,090

19

115,223,017

43


33,614,472

12


1,155,643

-

14,187,878
5
61,112,646
23

16,251,812

6


91,552,336

34


9,576,422

4

135,898,873
50

18,955,319

7

154,854,192

57

$ 270,077,209
100
2014















































































Amount
%
$ 12,739,834
5

743,682
-

16,949,278
6

5,834,881
2

24,029
-

7,616,264
3

625,319
-

11,889,276
4

2,633,755
1

1,251
-

9,416,977
3

1,291,788
1

792,541

-

70,558,875

25

69,755,589
25

13,363,777
5

1,432,927
-

152,468
-

70,586,382
25

33,351,639
12

5,485,677
2

464,876
-

11,590,904
4

3,946,242
1

2,129,699

1
212,260,180

75
$ 282,819,055
100
$ 22,816,222
8

13,241,862
5

561,086
-

9,753,342
4

256,664
-

212,475
-

707,454
-

593,984
-

9,188
-

674,389
-

16,162,537

6

64,989,203

23

20,954,895
8

26,183,195
9

306,021
-

14,854
-

6,827,330
3

190,518
-

1,063,093
-

562,720

-

56,102,626

20
121,091,829

43

33,614,472

12

1,073,920

-

13,251,715
5

59,505,623
21

22,106,583

8

94,863,921

34

12,281,251

4
141,833,564
50

19,893,662

7
161,727,226

57
$ 282,819,055
100

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

  • 3 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 32 and 40)

OPERATING COSTS (Notes 14, 32, 33 and 40)

GROSS PROFIT
UNREALIZED GROSS PROFIT

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 33 and 40)

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Note 33)
Other gains and losses (Note 33)
Finance costs (Note 33)
Share of profit or loss of associates and joint
ventures

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 34)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Revaluation gain
Share of the other comprehensive (loss) income of
associates and joint ventures


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Unrealized (loss) gain on available-for-sale
financial assets
2015
Amount
%
$ 66,287,480 100

59,228,641
89

7,058,839 11

(92)

-

7,058,747 11

3,018,802

5


4,039,945

6

1,502,671
2
(66,725)
-
(1,647,870) (2)

2,986,137

5


2,774,213

5

6,814,158 11

1,879,675

3


4,934,483

8

(468,796) (1)
-
-

(285,305)

-


(754,101)
(1)

(1,184,681) (2)
(1,216,565) (2)
2014































Amount
%
$ 77,683,281 100

66,553,091
85

11,130,190 15

(586)

-

11,129,604 15

2,881,200

4

8,248,404
11

1,579,088
2

1,209,572
1

(1,667,598) (2)

4,350,273

6

5,471,335

7

13,719,739 18

2,813,741

4

10,905,998
14

3,392
-

122,052
-

56,026

-

181,470

-

2,980,569
4

1,179,441
1
(Continued)
  • 4 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Cash flow hedges

Share of other comprehensive (loss) income of
associates and joint ventures


Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 35)
Basic
Diluted
2015
Amount
%
$ 17,718
-

(722,900)
(1)


(3,106,428)
(5)


(3,860,529)
(6)

$ 1,073,954

2

$ 4,860,241
7

74,242

-

$ 4,934,483

7

$ 1,343,662
2

(269,708)

-

$ 1,073,954

2

$1.55
$1.32
2014




















Amount
%
$ 13,877
-

471,936

1

4,645,823

6

4,827,293

6
$ 15,733,291
20
$ 9,361,635 12

1,544,363

2
$ 10,905,998
14
$ 13,273,390 17

2,459,901

3
$ 15,733,291
20
$2.98
$2.65

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

(Concluded)

  • 5 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)

BALANCE, JANUARY 1, 2014
Special reserve provided under Rule
No. 10300064155 issued by the FSC
Appropriation of 2013 earnings
Legal reserve
Cash dividends - $1.8 per share
Stock dividends - $0.2 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for by
using equity method
Non-controlling interest arising from business
combinations
Acquisition of additional shares in subsidiaries
Issue of ordinary shares for cash by subsidiaries
Additional non-controlling interest arising on
exercise of employee share options issued by
subsidiaries
Net profit for the year ended December 31, 2014
Other comprehensive income (loss) for the year
ended December 31, 2014, net of income tax
Other change in equity from investments in
associates accounted for by using equity
method

BALANCE, DECEMBER 31, 2014
Appropriation of 2014 earnings
Legal reserve
Special reserve
Cash dividends - $2.0 per share
Cash dividends distributed by subsidiaries
Change in capital surplus from investments in
associates and joint ventures accounted for by
using equity method
Net profit for the year ended December 31, 2014
Other comprehensive income (loss) for the year
ended December 31, 2015, net of income tax
Other change in equity from investments in
associates accounted for by using equity
method
Special reserve reversed

BALANCE, DECEMBER 31, 2015
Equity Attributable to O **wners of the Corporation ** Non-controlling
Total
Interests
$ 134,448,119
$ 18,394,083

-
-
-
-
(5,931,966 )
-
-
-
-
(665,613 )
934
-
-
315,634
84,711
(808,096 )
-
4,145
(29,804 )
193,608
9,361,635
1,544,363
3,911,755
915,538

(11,820)

-

141,833,564
19,893,662
-
-
-
-
(7,395,184 )
-
-
(668,142 )
81,723
-
4,860,241
74,242
(3,516,579 )
(343,950 )
35,108
(493 )

-

-

$ 135,898,873
$ 18,955,319
Total Equity
$ 152,842,202
-
-
(5,931,966 )
-
(665,613 )
934
315,634
(723,385 )
4,145
163,804
10,905,998
4,827,293

(11,820)
161,727,226
-
-
(7,395,184 )
(668,142 )
81,723
4,934,483
(3,860,529 )
34,615

-
$ 154,854,192
**CapitalStock ** Issued
Amount
Capital Surplus
$ 32,955,365
$ 1,018,079

-
-
-
-
-
-
659,107
-
-
-
-
934
-
-
-
84,711
-
-
-
(29,804 )
-
-
-
-

-

-

33,614,472
1,073,920
-
-
-
-
-
-
-
-
-
81,723
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,155,643
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings

$ 12,571,132
$ 14,013,200
$ 65,584,754

-
45,492,423
(45,492,423 )
680,583
-
(680,583 )
-
-
(5,931,966 )
-
-
(659,107 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,361,635
-
-
(63,907 )

-

-

(11,820)

13,251,715
59,505,623
22,106,583
936,163
-
(936,163 )
-
2,001,317
(2,001,317 )
-
-
(7,395,184 )
-
-
-
-
-
-
-
-
4,860,241
-
-
(811,750 )
-
(9 )
35,117

-

(394,285)

394,285

$ 14,187,878
$ 61,112,646
$ 16,251,812
Other Equity otal Other Equity
$ 8,305,589

-
-
-
-
-
-
-
-
-
-
-
3,975,662

-

12,281,251
-
-
-
-
-
-
(2,704,829 )
-

-

$ 9,576,422
Exchange

Differences on
Translating
A
Foreign Operations

$ 449,154

-
-
-
-
-
-
-
-
-
-
-
3,739,355

-

4,188,509
-
-
-
-
-
-
20,725
-

-

$ 4,209,234
Unrealized Gain
(Loss) on
vailable-for-sale
Financial Assets
$ 7,867,409

-
-
-
-
-
-
-
-
-
-
-
(10,464 )

-

7,856,945
-
-
-
-
-
-
(2,843,706 )
-

-

$ 5,013,239
Unrealized
Gain on
Revaluation
C
$ 3,460

-
-
-
-
-
-
-
-
-
-
-
246,006

-

249,466
-
-
-
-
-
-
58,257
-

-

$ 307,723
ash Flow Hedge
T
$ (14,434 )

-
-
-
-
-
-
-
-
-
-
-
765

-

(13,669 )
-
-
-
-
-
-
59,895
-

-

$ 46,226







Shares
3,295,536

-
-
-
65,911
-
-
-
-
-
-

-
-

-

3,361,447
-
-
-
-
-

-
-
-

-


3,361,447

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

  • 6 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Share of profit of associates and joint ventures
Interest expenses
Gain on change in fair value of investment properties
Net gain on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Dividend income
Gain on disposal of investments
Effect of exchange rate of bonds payable
Interest income
Amortization expenses
Impairment loss recognized on accounts receivable
Unrealized foreign exchange loss
Impairment loss recognized on financial assets
Reversal of impairment loss on inventory
Gain on disposal of property, plant and equipment
Gain (loss) on disposal of associates
Loss on redemption of bonds payable
Reversal of impairment loss on non-financial assets
Other items
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Net defined benefit liabilities - non-current
Deferred revenue

Cash generated from operations
Interests received
Dividends received
Interests paid
Income tax expenses paid

Net cash generated from operating activities
2015
$ 6,814,158
5,400,304
(2,986,137)
1,647,870
(1,278,760)
(826,151)
(678,148)
(599,049)
503,840
(397,031)
339,259
216,598
139,145
65,374
(33,645)
(7,151)
283
-
-
4,502
(20,720)
1,217,938
1,815,562
(191,261)
2,035,814
64,428
354,728
(1,362,084)
11,390
29,594
(4,452)

(68,085)

12,208,113
366,274
3,798,693
(1,491,715)

(1,216,131)


13,665,234
2014
$ 13,719,739

5,628,378

(4,350,273)

1,667,598

(1,426,537)

(1,034,483)

(727,018)

(114,480)

970,241

(477,369)

313,519

156,678

391,654

51,387

(65,434)

(9,249)

(20,903)

356,480

(76,572)

4,995

448,181

(148,326)

(787,811)

174,482

(763,209)

(8,579)

(248,092)

(3,836,677)

23,426

(81,054)

(3,836)

(68,086)

9,658,770

504,217

3,999,751

(1,460,549)

(2,059,597)

10,642,592
(Continued)
  • 7 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of available-for-sale financial assets

Acquisition property, plant and equipment
Acquisition of available-for-sale financial assets
Increase in refundable deposits
Decrease in debt investments with no active market
Acquisition of investments accounted for using equity method
Decrease (increase) in other non-current assets
Increase in prepayments for lease
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of investment accounted for using equity
method
Acquisition of intangible assets
Cash capital reduction from financial assets
Acquisition of investment properties
Net cash outflow on acquisition of subsidiaries (Note 36)
Acquisition of financial assets measured at cost

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings

Dividends paid
(Decrease) increase in short-term borrowings
Repayments of bonds
Change of non-controlling interests
Increase in short-term bills payable
Decrease in other non-current liabilities
Decrease in guarantee deposits received
Proceeds form issue of bonds

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2015
$ 3,719,317
(3,479,729)
(2,046,066)
(1,127,478)
511,376
(129,379)
95,928
(92,625)
78,816
58,716
(51,689)
31,765
(2,126)
-

-


(2,433,174)

34,512,584
(33,553,827)
(7,395,159)
(3,571,459)
(2,500,000)
(668,142)
202,100
(12,428)
(911)

-

(12,987,242)


39,437

(1,715,745)

12,739,834

$ 11,024,089
2014
$ 1,309,730

(4,166,990)

(7,492,054)

(8,091)

1,153,514

(397,688)

(19,566)

(74,879)

61,718

10,150

(14,741)

-

(128,219)

(2,848,728)

(3,307)
(12,619,151)

43,127,324
(46,917,171)

(5,931,673)

7,976,022
(18,148,889)

(1,219,840)

8,737,700

(153,906)

(36,429)

8,000,000

(4,566,862)

98,513

(6,444,908)

19,184,742
$ 12,739,834

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

(Concluded)

  • 8 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s stock has been listed on the Taiwan Stock Exchange since June 1962.

In June 1992 and September 1996, certain shares of the Corporation were sold by Far Eastern New Century Corporation (FENC) in the form of Global Depositary Shares (GDSs). Such GDSs have been quoted through the SEAQ system of the London Stock Exchange and traded through the PORTAL system of the National Association of Securities Dealers, Inc. As of December 31, 2015, the issued and outstanding GDSs aggregated 39,753 units, representing 397,527 shares of the Corporation.

As of December 31, 2015 and 2014, the Corporation and its subsidiaries (collectively, “the Group”) had 6,719 and 6,917 employees, respectively.

The consolidated financial statements are presented in the Corporation’s functional currency, New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors and authorized for issue on March 25, 2016

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC

Rule No. 1030029342 and Rule No. 1030010325 issued by the FSC on April 3, 2014, stipulated that the Group should apply the 2013 version of IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) endorsed by the FSC and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers starting January 1, 2015.

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version did not have any material impact on the Group’s accounting policies:

  • 1) IFRS 13 “Fair Value Measurement”

IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than in past standards; for example, quantitative and qualitative disclosures based on the three-level fair value hierarchy

  • 9 -

previously required for financial instruments only are extended by IFRS 13 to cover all assets and liabilities within its scope.

The fair value measurements under IFRS 13 are applied prospectively from January 1, 2015. Refer to Note 18 and 39 for related disclosures.

  • 2) Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”

The amendments to IAS 1 requires items of other comprehensive income to be grouped into those items that (1) will not be reclassified subsequently to profit or loss; and (2) may be reclassified subsequently to profit or loss. Income taxes on related items of other comprehensive income are grouped on the same basis. Under previous IAS 1, there were no such requirements.

The Group retrospectively applied the above amendments starting in 2015. Items not expected to be reclassified to profit or loss are revaluation gain, remeasurements of the defined benefit plans and the share of revaluation gain and the remeasurements of associates/joint ventures accounted for using the equity method. Items expected to be reclassified to profit or loss are the exchange differences on translating foreign operations, unrealized gain (loss) on available-for-sale financial assets, cash flow hedges, and share of the other comprehensive income (except the share of revaluation gain and the remeasurements of the defined benefit plans) of associates/joint ventures accounted for using the equity method. The application of the above amendments did not have any impact on the net profit for the period, other comprehensive income for the period (net of income tax), and total comprehensive income for the period.

In summary, the application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version affected only the presentation and disclosures of the consolidated financial statements and did not have a significant impact on assets, liabilities and equity.

  • b. New IFRSs in issue but not yet endorsed by the FSC

On March 10, 2016, the FSC announced the scope of IFRSs to be endorsed and will take effect from January 1, 2017. The scope includes all IFRSs that were issued by the IASB before January 1, 2016 and have effective dates on or before January 1, 2017, which means the scope excludes those that are not yet effective as of January 1, 2017 such as IFRS 9 “Financial Instruments” and IFRS 15 “Revenue from Contracts with Customers” and those with undetermined effective date. In addition, the FSC announced that the Group should apply IFRS 15 starting January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of other new, amended and revised standards and interpretations.

The Group has not applied the following New IFRSs issued by the IASB but not yet endorsed by the FSC.

Effective Date New IFRSs Announced by IASB (Note 1) Annual Improvements to IFRSs 2010-2012 Cycle July 1, 2014 (Note 2) Annual Improvements to IFRSs 2011-2013 Cycle July 1, 2014 Annual Improvements to IFRSs 2012-2014 Cycle January 1, 2016 (Note 3) IFRS 9 “Financial Instruments” January 1, 2018 Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of January 1, 2018 IFRS 9 and Transition Disclosures” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” (Continued)

  • 10 -
New IFRSs
Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities:
Applying the Consolidation Exception”

Amendment to IFRS 11 “Accounting for Acquisitions of Interests in
Joint Operations”

IFRS 14 “Regulatory Deferral Accounts”

IFRS 15 “Revenue from Contracts with Customers”

IFRS 16 “Leases”

Amendment to IAS 1 “Disclosure Initiative”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 16 and IAS 38 “Clarification of Acceptable
Methods of Depreciation and Amortization”

Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”

Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”

Amendment to IAS 27 “Equity Method in Separate Financial
Statements”

Amendment to IAS 36 “Impairment of Assets: Recoverable Amount
Disclosures for Non-financial Assets”

Amendment to IAS 39 “Novation of Derivatives and Continuation of
Hedge Accounting”

IFRIC 21 “Levies”
Effective Date
Announced by IASB (Note 1)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2018
January 1, 2019
January 1, 2016
January 1, 2017
January 1, 2017
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
(Concluded)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 2 applies to share-based payment transactions with grant date on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations with acquisition date on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.

  • Note 3: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group’s accounting policies, except for the following:

  • IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

  • 11 -

For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The impairment of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

Hedge accounting

The main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entity’s risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risk eligible for hedge accounting of non-financial items; (2) changing the way hedging derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment with the principle of economic relationship between the hedging instrument and the hedged item.

  • 12 -

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and investment properties which are measured at fair value.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within twelve months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

  • b. Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

  • 13 -

Ya Li Precast and Prestressed Concrete Industries Corp., Asia Engineering Enterprise Corp., Asia Engineering Enterprise Pte. Ltd., and Ya Li Precast Concrete India Pvt. Ltd. engage in construction related businesses, which have operating cycles of over one year. The assets and liabilities of the aforementioned companies related to the construction contracts are classified as current or noncurrent according to the length of their operating cycles.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e. its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective date of acquisition up to the effective date of disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

  • Attribution of total comprehensive income to non controlling interests

Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.

See Note 15, Tables 7 and 8 for the detailed information of subsidiaries.

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Foreign Currencies

For each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

  • 14 -

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including of the subsidiaries, associates, joint ventures or branches operating in other countries or currencies used are different with the Corporation) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income attributed to the owners of the Corporation and non-controlling interests as appropriate.

Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at moving-average cost on the balance sheet date.

Investment in Associates and Joint Ventures

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Joint venture is a joint arrangement whereby the Corporation and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The results and assets and liabilities of associates and joint ventures are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate or a joint venture is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. The Group also recognizes the changes in the Group’s share of equity of associates and joint ventures attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of an associate or a joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate or joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate or joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate or joint venture is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

  • 15 -

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the investment; thus, the carrying amount of the investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date the investment ceases to be an associate or a joint venture. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate or the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate or the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When an entity transacts with its associate or joint venture, profits and losses resulting from the transactions with the associate or joint venture are recognized in the Group’ consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

The Group’s share of comprehensive income of associates or joint ventures is recognized using the treasury stock method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Group are treated as treasury stocks and are deducted from the outstanding shares in computing basic earnings per share.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently. Properties in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation is recognized using the fixed-percentage-on-declining-balance method or the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Investment Properties

Investment properties are properties held to earn rentals or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are measured initially at cost, including transaction costs and are subsequently measured using the fair value model. Gain or loss arising from changes in the fair value of investment properties is included in profit or loss for the period in which they arise.

For a transfer from an owner-occupied property to investment properties, at the date of change in use, any difference between the fair value and carrying amount of the property at the transfer date is recognized in other comprehensive income.

  • 16 -

Any gain or loss arising on derecognition of the property is calculated as the difference between the net disposal proceeds and the carrying amount of the asset and is included in profit or loss in the period in which the property is derecognized.

Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized on goodwill is not reversed in subsequent periods.

Intangible Assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Group expects to dispose of the intangible asset before the end of its economic life.

Gain or loss arising from derecognition of an intangible asset, which is measured as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss when the asset is derecognized.

Impairment of Tangible and Intangible Assets Other than Goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.

When an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • 17 -

Financial Instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a. Measurement category

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.

  • 1) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss. A financial asset may be designated as at fair value through profit or loss upon initial recognition if the contract contains one or more embedded derivatives so that the entire hybrid contract can be designated as at fair value through profit or loss upon initial recognition.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset (including dividend earned in the year of investment). Fair value is determined in the manner described in Note 39.

  • 2) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Fair value is determined in the manner described in Note 39.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.

  • 18 -

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment loss is recognized in profit and loss.

3) Loans and receivables

Loans and receivables (including cash and cash equivalent, notes receivable, trade receivables, other receivables and debt investments with no active market) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

Cash equivalent includes time deposits and commercial papers and bonds sold under repurchase agreements with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b. Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed as not impaired individually. The amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period. In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables and other receivables that are written off against the allowance account.

  • 19 -

  • c. Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

  • a. Subsequent measurement

Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or it is designated as at fair value through profit or loss.

Any gain or loss arising on remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 39.

  • b. Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Exchangeable bonds

Exchangeable bonds are recognized at total issuance price less the fair value of independently measured embedded derivatives (i.e., bond holders’ right to exchange the bond with a fixed price for underlying shares the Corporation holds). The non-derivative liability component of bonds is measured at amortized cost using the effective interest method. Interest and gain (loss) on bond redemption are recognized in profit or loss. When bonds are exchanged for underlying shares, the disposal gain or loss of the underlying shares is measured as the difference between the book value of the underlying shares and the sum of the book value of non-derivative liability component and the fair value of embedded derivatives. Before the maturity of the bonds, change in fair value of the embedded derivatives is recognized in profit or loss.

Convertible bonds

Convertible bonds issued by the Group that contain both liability and conversion option components are classified separately into respective items on initial recognition. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of the Corporation’s own equity instruments is classified as a conversion option derivative. At the date of issue, both the liability and conversion option components are recognized at fair value.

  • 20 -

On initial recognition, the derivative financial liabilities component of the convertible bonds is recognized at fair value and the initial carrying amount of the component of non-derivative financial liabilities is determined by deducting the amount of derivative financial liabilities from the fair value of the hybrid instrument as a whole. In subsequent periods, the non-derivative financial liabilities component of the convertible bonds is measured at amortized cost using the effective interest method. The derivative financial liabilities component is measured at fair value and the changes in fair value are recognized in profit or loss.

Transaction costs that relate to the issue of the convertible bonds are allocated to the derivative financial liabilities component and the non-derivative financial liabilities component in proportion to their relative fair values. Transaction costs relating to the derivative financial liabilities component are recognized immediately in profit or loss. Transaction costs relating to the non-derivative financial liabilities component are included in the carrying amount of the liability component.

Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including interest rate swaps and cross-currency swap contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at fair value through profit or loss.

Hedge Accounting

The Group designates certain derivative instruments as cash flow hedges.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

The associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the line item relating to the hedged item in the same period when the hedged item affects profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and are included in the initial cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued prospectively when the Group revokes the designated hedging relationship, or when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets the criteria for hedge accounting. The cumulative gain or loss on the hedging instrument that has been previously recognized in other comprehensive income from the period when the hedge was effective remains separately in equity until the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

The fair value of hedge instrument is determined in the manner described in Note 39.

  • 21 -

Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sales returns are recognized at the time of sale provided the seller can reliably estimate future returns and recognizes a liability for returns based on previous experience and other relevant factors.

  • a. Sale of goods

Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

  • 1) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • 2) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • 3) The amount of revenue can be measured reliably;

  • 4) It is probable that the economic benefits associated with the transaction will flow to the Group; and

  • 5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • b. Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

  • c. Construction contracts

Revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • 22 -

  • a. The Group as lessor

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • b. The Group as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Government Grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

Employee Benefits

  • a. Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and net interest on the net defined benefit liability (asset)) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 23 -

c. Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.

Employee Share Options

The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of employee share options that will eventually vest, with a corresponding increase in capital surplus - employee share options. The fair value determined at the grant date of the employee share options is recognized as an expense in full at the grant date when the share options granted vest immediately.

At the end of each reporting period, the Group revises its estimate of the number of employee share options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options.

Employee share options granted to employee by the subsidiaries which are not attributable directly or indirectly to the owners of the Corporation are non-controlling interests.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • a. Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

b. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

  • 24 -

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties that are measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.

c. Current and deferred tax for the period

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

  • c. Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units to which goodwill has been allocated. The recoverable amount calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Estimated Impairment of Trade Receivables

When there is objective evidence of impairment loss, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.

  • 25 -

Write-down of Inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

Fair Value Measurements and Valuation Process

If some of the Group's assets and liabilities measured at fair value have no quoted prices in active markets, the Group determines whether to engage third party qualified valuers for the appropriate valuation techniques of fair value measurements in accordance with related regulations or judgments.

Where Level 1 inputs are not available, the engaged valuers would determine appropriate inputs by referring to the analyses of the financial position and the operation results of investees, recent transaction prices and valuation multiples of comparable entities of the Group’s equity instruments not quoted in active markets/market prices or rates and specific features of the Group’s derivatives/the existing lease contracts and rentals of similar properties in the vicinity of the Group’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Note 18 and 39.

6. CASH AND CASH EQUIVALENTS

Checking accounts and demand deposits

Time deposits with original maturities less than three months
Petty cash
Cash on hand
Commercial papers

December 31 December 31


2015
$ 8,981,211
2,035,164
4,118
3,596

-

$ 11,024,089
2014
$ 6,405,714

6,254,541

4,132

3,476

71,971
$ 12,739,834

The market rate intervals of time deposits with original maturities less than three months and commercial papers at the end of the reporting period were as follows:

Time deposits with original maturities less than three months
Commercial papers
December 31
2015
2014
0.47%-6.00%
0.05%-5.00%
-
0.54%-0.55%

As of December 31, 2015 and 2014, the balance of the Group’s bank deposits which were restricted in use due to pledge as collaterals for bank loans were $910,420 thousand and $1,446,807 thousand, respectively. Thus, these bank deposits were reclassified as restricted assets, accounted for as debt investments with no active market. Time deposits with original maturities more than three months were also classified as debt investments with no active market. As of December 31, 2015 and 2014, the balances of these time deposits were $4,639,390 thousand and $4,540,542 thousand, respectively. Please refer to Note 10.

  • 26 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
Financial assets held for trading
Non-derivative financial assets
Beneficiary certificates

Listed stocks
Derivative financial assets (not under hedge accounting)
Cross-currency swap contracts



Financial liabilities at FVTPL
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Convertible bonds options
December 31 December 31




2015
$ 288,546

62,927
679,497

1,030,970

$ 1,030,970

$ -
2014
$ 299,710
81,335

362,637

743,682
$ 743,682
$ 561,086

The Group entered into cross-currency swap contracts during the years ended December 31, 2015 and 2014 to manage exposures due to exchange rate fluctuations. The financial risk management objective of the Group is to minimize risks due to changes in cash flows.

The outstanding cross-currency swap contracts not under hedge accounting as of December 31, 2015 and 2014 were as follows:


014 were as follows:
Contract Amount Range of Interest Range of Interest
(In Thousands) Maturity Date Rates Paid Rates Received
US$220,000 2016.5.10 - 0.58%-0.60%

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Domestic investments
Listed stocks

Foreign investments
Listed stocks
Mutual funds
Listed corporate bonds


December 31 December 31 December 31 December 31
2015
Current
Noncurrent
$ 3,321,166
$ 7,849,269

1,760,600
12,327,514
201,286
2,008,025

-

532,371


1,961,886

14,867,910

$ 5,283,052
$ 22,717,179
2014



Current
$ 3,321,166

1,760,600
201,286

-


1,961,886

$ 5,283,052





Current
$ 3,686,957


13,007,619

254,702

-


13,262,321

$ 16,949,278
Noncurrent
$ 9,684,665

319,710

2,512,317

847,085

3,679,112
$ 13,363,777
  • 27 -

China Shanshui Cement Group Limited (CSCGL)’s board of directors made an announcement on April 16, 2015 that CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement of 25% according to the Main Board Listing Rules 8.08 of Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2015, trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Group engaged third party qualified valuers for fair value measurements of CSCGL’s securities, and therefore reclassified the investment from available-for-sale financial assets - current to available-for-sale financial assets - non-current. Please refer to Note 39 for the detailed information of fair value measurements.

The Group owned 20.96% of the equity interest in China Shanshui Cement Group Limited (CSCGL). As of December 31, 2015, the management of the Group ascertained that the Group is not able to exercise significant influence over CSCGL due to the fact that the Group is not part of CSCGL’s board of directors and is not involved in its operation and financial decision. As a result, the aforementioned investment is not accounted for using equity method.

9. FINANCIAL ASSETS CARRIED AT COST - NON-CURRENT

FINANCIAL ASSETS CARRIED AT COST - NON-CURRENT
Domestic unlisted stocks
Far Eastern International Leasing Corp.

Ding Shen Investment Co., Ltd.
Kaohsiung Rapid Transit Corp. (KRT)
Ding Ding Hotel Corp. (DDH)
Yi Tong Fiber Co., Ltd
Others
Overseas unlisted stocks
Cementon Micronesia L.L.C.


Classified according to financial asset measurement categories
Available-for-sale financial assets
December 31



2015
$ 602,814

396,000
96,266
52,302
47,531
50,690
121,914

$ 1,367,517

$ 1,367,517
2014
$ 602,814
396,000
100,676
113,302
47,531
50,690

121,914
$ 1,432,927
$ 1,432,927
  • a. Management believed that the fair value of the above unlisted equity investments held by the Group cannot be reliably measured due to the very significant range of reasonable fair value estimates; therefore, they were measured at cost less impairment at the end of reporting period.

  • b. ACP acquired the stocks of Cementon Micronesia L.L.C. for US$3,900 thousand in September 2010. As of December 31, 2015, 50% of the investment consideration has not been paid and accounted for as accounts payable and accrued expenses - third parties. The consideration will be paid once the counterparty asks for payment.

  • c. On June 30, 2013, the Corporation invested NT$107,290 thousand in KRT. The investment cost is amortized over the period of the chartered right to operate (to October 2037) since the day of investment. As of December 31, 2015, the accumulated amortization amount was $11,024 thousand, respectively.

  • d. In 2015 and 2014, the Group recognized impairment loss of $61,000 thousand and $51,357 thousand on its investment in DDH, respectively.

  • 28 -

10. DEBT INVESTMENTS WITH NO ACTIVE MARKET

DEBT INVESTMENTS WITH NO ACTIVE MARKET
Restricted assets

Time deposits with original maturity more than 3 months


Current

Non-current

December 31





2015
$ 910,420

4,639,390

$ 5,549,810

$ 5,383,861

165,949

$ 5,549,810
2014
$ 1,446,807

4,540,542
$ 5,987,349
$ 5,834,881

152,468
$ 5,987,349

Refer to Note 42 for information relating to debt investments with no active market pledged as collaterals.

11. TRADE RECEIVABLES

Trade receivables
Trade receivables - sales

Finance lease receivable - current (Note 12)
Construction receivable
Operating lease receivable
Less: Allowance for impairment loss - sales
Less: Allowance for impairment loss - construction

**December 31 ** **December 31 **


2015
$ 10,651,085
539,235
387,719
15,815
(726,950)

(868)

$ 10,866,036
2014
$ 12,289,586

501,032

248,457

28,368

(552,303)

(545)
$ 12,514,595

Trade Receivables - Sales

The average credit period for sales of goods was 30-90 days. Specific customers with good credit records were given longer credit period occasionally. The average credit period for customers of concrete products was 180-365 days after finishing construction of building. In determining the recovery of trade receivable, the Group considered any changes in credit quality of the trade receivable since the day credit was initially granted to the end of the reporting period.

The Group transacted with vast variety of independent customers, and thus the concentration of credit risk was limited.

For the trade receivable balances at the end of the reporting period, because there was no significant change in credit quality and the Group considered the balances recoverable, the Group did not hold any collateral or other credit enhancements but provided allowance for impairment loss, as necessary. In addition, the Group had no legal rights to offset trade receivables from against accounts payable to the same counterparty.

  • 29 -

The aging of trade receivables - sales (less allowance for impairment loss) was as follows:

Less than 90 days

91-180 days
181-365 days
More than 365 days

December 31 December 31


2015
$ 5,957,040
1,595,373
1,121,686

1,250,036

$ 9,924,135
2014
$ 7,861,151

2,289,942

1,182,045

404,145
$ 11,737,283

The aging of trade receivables - sales that were past due but not impaired was as follows:

91-180 days

181-365 days
More than 365 days

December 31 December 31


2015
$ 544,642

259,194
1,250,036

$ 2,053,872
2014
$ 933,704
306,099

138,522
$ 1,378,325

The above aging schedule was based on the invoice date.

Movement in the allowance for impairment loss recognized on trade receivables was as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2014
$ 345,558
$ 41,576

Add: Impairment losses recognized (reversed)
on receivables
157,379
(701)
Acquisitions through business combinations
-
37
Less: Amounts written off as uncollectible
-
(18,656)
Effect of exchange rate changes

27,080

575

$ 530,017
$ 22,831

Balance at January 1, 2015
$ 530,017
$ 22,831

Add: Impairment losses recognized on
receivables
212,999
3,599
Less: Amounts written off as uncollectible
(24,960)
(3,457)
Effect of exchange rate changes

(13,464)

253

$ 704,592
$ 23,226
Total
$ 387,134
156,678
37
(18,656)
27,655
$ 552,848
$ 552,848
216,598
(28,417)
(13,211)
$ 727,818
  • 30 -

12. FINANCE LEASE RECEIVABLES

Minimum lease payments
Not later than one year

Later than one year and not later than five years
Later than five years

Less: Unearned finance income

Present value of minimum lease payments

Present value of minimum lease payments
Not later than one year

Later than one year and not later than five years
Later than five years

Present value of minimum lease payments

Current

Non-current

December 31 December 31









2015
$ 1,401,682
5,606,728

11,213,456

18,221,866

6,911,090

$ 11,310,776

$ 539,235
2,600,674

8,170,867

$ 11,310,776

$ 539,235

10,771,541

$ 11,310,776
2014
$ 1,401,682

5,606,728

12,615,139

19,623,549

7,811,741
$ 11,811,808
$ 501,032

2,416,421

8,894,355
$ 11,811,808
$ 501,032

11,310,776
$ 11,811,808

CHP entered into 25-year purchase and sale agreements with Taiwan Power Company (TPC). According to the agreements, all electricity generated by CHP is sold to TPC since the date of operation, December 5, 2003. The requirements of IFRIC 4 are applicable to the agreements after the transition date to Taiwan-IFRSs. Because the nature of the agreements is considered as conveyance of rights to use asset, the agreements are regarded as finance lease.

13. OTHER RECEIVABLES

ACCHC, Far Eastern Polytex (Holding) Limited (FEPHL) and FEDS Development (BVI) Ltd. (FEDSBVI) intend to invest in 40%, 40% and 20% equity of Yuan Ding Enterprise (Shanghai) Limited (YDES). Through the investment, ACCHC could join projects on land development and commercial building construction in the World Exposition district in Shanghai.

YDES was initially established with registered capital of RMB500,000 thousand by Far Eastern New Century (China) Corporation (FENCC), a wholly owned subsidiary of FEPHL. When the completion of the construction process of the commercial building reaches 25%, ACCHC will subscribe to new shares issued by YDES and ACCHC’s ultimate ownership is expected to be 40%. ACCHC has signed related investment contract with FEPHL and FEDSBVI.

In June 2013, ACCHC agreed to grant FENCC (a subsidiary of FENC) credit line of one-year interest-free loan in the amount of US$68,000 thousand. Later, in October 2014, ACCHC granted YDES credit line of one-year interest-free loan in the amount of RMB108,800 thousand. In December 2015, ACCHC increased its credit line of one-year interest-free loan granted to FENCC by RMB205,000 thousand. The borrower can use the loan during the loan period and defer payment with ACCHC’s consent. As of December 31, 2015, the loan amounts drawn by FENCC and YDES were US$63,867 thousand (equivalent to NT$2,093,238 thousand) and RMB$42,208 thousand (equivalent to NT$213,038 thousand), respectively, and were accounted for as other receivables.

  • 31 -

The Group believes that potential benefit from the investment would exceed interest income from the loan. Therefore, the Group did not consider the loan an independent transaction but took the investment benefit into account. Accordingly, the borrower was not required to pay any interest unless the development project failed to be implemented. In addition, FENC is FENCC’s ultimate parent company, so the Group believes the borrower has sufficient financial resources to repay the loan and did not take any collateral.

14. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials
Supplies
Inventory in transit

December 31


2015
$ 1,796,028

1,109,459
1,877,645
2,535,353
125

$ 7,318,610
2014
$ 2,018,358
1,375,252
3,152,031
2,853,349

17,987
$ 9,416,977

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2015 and 2014 was $51,746,293 thousand and $55,903,102 thousand, respectively.

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2015 and 2014 included reversal of inventory write-downs of $33,645 thousand and $65,434 thousand, respectively. Previous write-downs were reversed as a result of increased selling prices in specific markets.

15. SUBSIDIARIES

  • a. Subsidiaries included in consolidated financial statements

The consolidated financial statements include subsidiaries as follows:


Investor
Investee
The Corporation
Der Ching Investment Crop. (DCI)
Nan Hwa Cement Corp. (NHC)
Ya Tung Ready-Mixed Concrete Corp. (YTRMC)
Chiahui Power Corp. (CHP)
Asia Cement (Singapore) Pte. Ltd. (ACSPL)
Asia Cement (China) Holdings Corp. (ACCHC)
Ya Li Precast and Prestressed Concrete Industries Corp.
(YLPPC)
Asia Investment Corp. (AIC)
Fu Ming Transport Corp. (FMT)
Asia Engineering Enterprise Corp. (AEE)
Sunrise Industrial Holdings Ltd. (SIHL)
Yuan Long Stainless Steel Corp. (YLSS)
Yali Transportation Corp. (YLT)
DCI
Kowloon Cement Corp. Ltd. (KCC)
Fu Shan Mineral Stone Co., Ltd. (FSMS)
AC Mega Investment Ltd. (ACM)
AC Mega II Investment Ltd. (ACM II)
AC Mega III Investment Ltd. (ACM III)
AC Mega IV Investment Ltd. (ACM IV)
AC Leap Investment Ltd. (ACL)
Proportion of Ownership
December 31
2015
2014
Remark
99.99
99.99
99.94
99.94
99.99
99.99
59.59
59.59
(c)
99.96
99.96
67.73
67.73
(c)
83.81
83.81
100.00
100.00
99.82
99.82
98.23
98.23
100.00
100.00
100.00
100.00
51.00
51.00
Note
49.00
49.00
99.55
99.55
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
(Continued)
  • 32 -

Investor
Investee
YTRMC
Ya Sing Ready-Mixed Concrete Corp. (YSRMC)
Ya Tung Vietnam Co., Ltd. (YTV)
Asia Oriental (Guam) L.L.C. (AOG)
AOG
Perez - AOG L.L.C. (PEREZ)
FMT
Fu Da Transportation Corp. (FDT)
AEE
Asia Engineering Enterprise Pte. Ltd. (AEEPL)
AEEPL
ACCHC
AIC
CHP
DCI
NHC
FMT
FSMS
FDT
YSRMC
AEE
YTRMC
Asia Cement Explorer Investment Ltd. (ACE)
Asia Cement Pioneer Investment Ltd. (ACP)
Asia Cement Pioneer II Investment Ltd. (ACP II)
Asia Cement Pioneer III Investment Ltd. (ACP III)
Asia Cement Pioneer IV Investment Ltd. (ACP IV)
YLPPC
Ya Li Precast Concrete India Pvt. Ltd. (YLPCIP)
AOG
ACSPL
Oriental Concrete Pte. Ltd. (OCPL)
ACCHC
ACCHC
Perfect Industrial Holdings Pte. Ltd. (PIHPL)
PIHPL
Asia Continent Investment Holdings Pte. Ltd. (ACIHPL)
Oriental Industrial Holdings Pte. Ltd. (OIHPL)
ACIHPL
Jiangxi Yadong Cement Co., Ltd. (JYDC)
OIHPL
Wuhan Yadong Cement Co., Ltd. (WYDC)
Oriental Holdings Co., Ltd. (OHC)
Shanghai Yafu Cement Products Co., Ltd. (SHYFCP)
Shanghai Yali Cement Products Co., Ltd. (SHYLCP)
Hubei Yadong Cement Co., Ltd. (HYDCCL)
Sichuan Yali Concrete Produce Co., Ltd. (SYCPCL)
Sichuan Yali Transport Co., Ltd. (SYTCL)
Yangzhou Yadong Cement Co., Ltd. (YYDCCL)
Sichuan Yadong Cement Co., Ltd. (SIYDCCL)
Chengdu Yali Cement Products Co., Ltd. (CYCPCL)
Huanggang Yadong Cement Co., Ltd. (HGYDC)
JYDC
Jiangxi Yali Transport Co., Ltd. (JYLTC)
Nanchang Yadong Cement Co., Ltd. (NYDC)
Nanchang Yali Concrete Produce Ltd. (NYLC)
OHC
JYDC
WYDC
SHYFCP
NYDC
JYLTC
SHYLCP
SYTCL
SIYDCCL
HGYDC
YYDCCL
CYCPCL
HYDCCL
SYCPCL
Tai Zhou Oriental Construction Co., Ltd. (TZOCCL)
WYDC
Wuhan Yali Cement Products Co., Ltd. (WYCPCL)
SIYDCCL
Sichuan Lanfeng Cement Co., Ltd. (SLCL)
SLCL
Sichuan Lanfeng Construction Co., Ltd. (SLCCL)
Proportion of Ownership
December 31
2015
2014
Remark
69.93
69.93
100.00
100.00
71.79
71.79
64.50
64.50
Note
99.87
99.87
100.00
100.00
0.20
0.20
0.01
0.01
-
-
0.02
0.02
0.02
0.02
0.39
0.39
0.03
0.03
0.05
0.05
0.07
0.07
-
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.99
99.99
28.21
28.21
100.00
100.00
4.07
4.07
100.00
100.00
100.00
100.00
99.99
99.99
85.00
85.00
90.00
90.00
100.00
100.00
50.00
50.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
95.16
51.22
51.22
90.00
90.00
51.99
51.99
50.00
50.00
100.00
100.00
10.00
10.00
10.00
10.00
15.00
15.00
25.00
25.00
48.00
48.00
10.00
10.00
10.00
10.00
10.00
4.84
10.00
10.00
10.00
10.00
48.78
48.78
10.00
10.00
10.00
10.00
100.00
100.00
100.00
100.00
100.00
100.00
Note
100.00
100.00
Note
(Continued)
  • 33 -

Investor
Investee
HYDCCL
Hubei Yali Transport Co., Ltd. (HYTCL)
Wuhan Yaxin Cement Co., Ltd. (WYXC)
KCC
Kowloon Concrete Corporation Limited (KCCL)
Join Fortune Trading Ltd. (JFTL)
SHYLCP
SHYFCP
Proportion of Ownership
December 31
2015
2014
Remark
100.00
100.00
90.00
90.00
100.00
100.00
100.00
100.00
35.00
35.00
(Concluded)

Note: Please refer to Note 36.

  • b. Subsidiaries excluded from the consolidated financial statements: None.

  • c. Details of subsidiaries that have material non-controlling interests

Name of Subsidiary
CHP

ACCHC

Name of Subsidiary
ACCHC

CHP
Others

Principal Place of Business
See Tables 7 and 8
As above
Profit (Loss) Allocated to
Non-controlling Interests
For the Year Ended
December 31
2015
2014
$ (394,814) $ 1,191,146
436,768
316,441

32,288

36,776

$ 74,242
$ 1,544,363
Principal Place of Business
See Tables 7 and 8
As above
Profit (Loss) Allocated to
Non-controlling Interests
For the Year Ended
December 31
2015
2014
$ (394,814) $ 1,191,146
436,768
316,441

32,288

36,776

$ 74,242
$ 1,544,363
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
December 31
2015
2014
40.40%
40.40%
28.00%
28.00%
Accumulated Non-controlling
Interests
December 31


2015
$ (394,814)
436,768

32,288

$ 74,242



2015
$ 14,501,925

3,600,545

852,849

$ 18,955,319
2014
$ 15,622,606

3,429,999

841,057
$ 19,893,662

Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.

CHP:

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
December 31 December 31


2015
$ 2,131,250
10,809,849
2,327,642

1,701,217

$ 8,912,240
2014
$ 2,649,188

11,351,530

2,789,487

2,721,133
$ 8,490,098
(Continued)
  • 34 -
Equity attributable to:
Owners of the Corporation

Non-controlling interests of CHP




Revenue

Profit for the year

Other comprehensive loss for the year

Total comprehensive income for the year

Profit attributable to:
Owners of the Corporation

Non-controlling interests of CHP


Other comprehensive loss attributable to:
Owners of the Corporation

Non-controlling interests of CHP


Dividends paid to non-controlling interest
CHP

ACCHC and ACCHC’s subsidiaries:
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries

**December 31 ** **December 31 **
2015
2014
$ 5,311,695 $ 5,060,099

3,600,545

3,429,999
$ 8,912,240
$ 8,490,098
(Concluded)
**For the Year Ended December 31 **











2015
2014

$ 7,026,295
$ 9,805,830
$ 1,081,108
$ 783,270
(966)

(1,165)
$ 1,080,142
$ 782,105
$ 644,340
$ 466,829
436,768

316,441
$ 1,081,108
$ 783,270
$ (576) $ (694)
(390)

(471)
$ (966)
$ (1,165)
$ 265,898
$ 303,808
December 31





2015
$ 24,700,089
64,200,972
22,465,486

18,183,097

$ 48,252,478

$ 33,750,553
13,125,215

1,376,710

$ 48,252,478
2014
$ 35,182,720

68,160,489

31,292,471

19,913,761
$ 52,136,977
$ 36,514,370

14,200,033

1,422,574
$ 52,136,977
  • 35 -


Revenue

Profit (loss) for the year

Other comprehensive income (loss) for the year

Total comprehensive income for the year

Profit (loss) attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries


Other comprehensive income (loss) attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries


Dividends paid to non-controlling interest
ACCHC

ACCHC’s subsidiaries
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **












2015

$ 32,907,669

$ (1,496,927)

(1,094,186)

$ (2,591,113)

$ (1,102,113)
(428,600)

33,786

$ (1,496,927)

$ (745,913)
(315,799)

(32,474)

$ (1,094,186)

$ 330,419

$ 47,176
2014
$ 40,833,240
$ 4,012,158

2,828,466
$ 6,840,624
$ 2,821,012

1,077,545

113,601
$ 4,012,158
$ 1,955,653

793,164

79,649
$ 2,828,466
$ 312,415
$ 48,755

16. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

Investments in joint ventures

December 31 December 31


2015
$ 68,094,555

689,582

$ 68,784,137
2014
$ 69,322,168

433,421
$ 69,755,589

a. Investments in associates

Investments in associates
Material associates
Listed stocks
Far Eastern New Century Corporation (FENC)

U-Ming Marine Transport Corp. (U-Ming)

**December 31 **


2015
$ 42,384,910

11,206,706


53,591,616
2014
$ 42,709,824

11,323,180

54,033,004
(Continued)
  • 36 -
Associates that are not individually material
Unlisted stocks
Yuan Ding Co., Ltd. (YDC)

Far Eastern Construction Co., Ltd. (FEC)
Oriental Securities Corp. (OSC)
Yue Yuan Investment Corp. (YYI)
FEDS Development Ltd. (FEDSDL)
Yue Ding Enterprise Corp. (YDEC)
Shih Hsin Storage & Transportation Co., Ltd. (SHSTC)
Yuan Ding Leasing Corp. (YDLC)
Hubei Zhongjian Yadong Concrete Co., Ltd. (HZYCCL)
Everstrong Iron & Steel Foundry Ltd. (EISF)
Pao-Good Industry Co., Ltd. (PGIC)
Opas Fund Segregated Portfolio Company
Perez-Mtec-AOG, L.L.C.
Universal Exchange Corp. (UEC)
Alliance Concrete Singapore Pte. Ltd. (Note)


**December 31 ** **December 31 **



2015
$ 4,710,146
3,890,126
1,869,637
1,825,213
629,794
498,428
457,531
394,422
89,392
76,100
60,437
1,667
46
-

-


14,502,939

$ 68,094,555
2014
$ 4,977,294

3,317,958

1,983,909

2,462,329

619,411

516,735

509,598

405,775

88,371

75,715

66,667

1,602

44

58,113

205,643

15,289,164
$ 69,322,168
(Concluded)

Note: The Corporation’s subsidiary, ACSPL, subscribed for additional new shares of Alliance Concrete Singapore Pte. Ltd. (Alliance), which is an associate, at a percentage different from its existing ownership percentage in 2015. After the share subscription, ACSPL’s percentage of ownership in Alliance increased from 33.33% to 50.00% and the investment in Alliance thus becomes an investment in a joint venture. Please refer to (b) Investment in joint ventures that are not individually material for the carrying amount as of December 31, 2015.

As the end of the reporting period, the proportion of ownership and voting rights in associates held by the Group were as follows:

Name of Associate
FENC
U-Ming
YDC
FEC
OSC
YYI
FEDSDL
YDEC
SHSTC
YDLC
HZYCCL
EISF
PGIC
Opas Fund Segregated Portfolio Company
Perez-Mtec-AOG, L.L.C.
UEC
Alliance Concrete Singapore Pte. Ltd. (Note)
December 31
2015
2014
25.74%
25.74%
41.40%
40.79%
49.99%
49.99%
33.76%
33.76%
18.93%
18.93%
29.92%
29.92%
25.00%
25.00%
30.84%
30.84%
28.91%
28.91%
43.60%
43.60%
40.00%
40.00%
40.46%
40.46%
31.00%
31.00%
33.00%
33.00%
33.33%
33.33%
-
34.11%
50.00%
33.33%
  • 37 -

As of December 31, 2015 and 2014, the information of other investees was as follows:

  • 1) Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:

summarized as follows:
Name of Associate
FENC

U-Ming
December 31

2015
$ 35,475,746

$ 9,325,229
2014
$ 42,410,692
$ 17,460,748
  • 2) The summarized financial information in respect of the Group’s associates is set out below:
FENC
Current assets

Non-current assets

Current liabilities
Non-current liabilities

Equity

Proportion of the Group’s ownership
Equity attributable to the Group
Cross shareholdings

Carrying amount


Operating revenue

Net profit for the year
Other comprehensive (loss) income

Total comprehensive income for the year

Dividends received from FENC

U-Ming
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Unrealized gain or loss with associates
Other adjustments

Carrying amount
December 31 December 31
2015
2014
$ 32,296,066 $ 30,708,530
262,871,547 262,667,261
20,970,190
19,210,191

76,945,858

74,665,171
197,251,565 199,500,429
25.74%
25.74%
50,772,553
51,351,410

(8,387,643)

(8,641,586)
$ 42,384,910
$ 42,709,824
For the Year Ended December 31



2015
2014
$ 46,849,529 $ 58,108,474
8,034,691
11,033,421

(4,321,905)

1,855,943
$ 3,712,786
$ 12,889,364
$ 1,620,832
$ 1,713,945
**December 31 **



2015
$ 2,459,341
58,866,327
26,689,046

7,049,768

27,586,854
41.40%
11,423,716
(87,523)

(129,487)

$ 11,206,706
2014
$ 2,787,511

59,254,549

24,886,213

8,864,296

28,291,551

40.79%

11,540,124

(87,523)

(129,421)
$ 11,323,180
  • 38 -

Operating revenue

Net profit for the year
Other comprehensive income

Total comprehensive income for the year

Dividends received from FENC
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2015
$ 1,387,976

824,397
841,398

$ 1,665,795

$ 769,813
2014
$ 1,251,285
2,083,117

2,433,821
$ 4,516,938
$ 699,830
  • 3) Aggregate information of associates that are not individually material

The Group’s share of:
Profit for the year

Other comprehensive loss

Total comprehensive income for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2015
$ 846,275

(705,728)

$ 140,547
2014
$ 1,108,500

(724,279)
$ 384,221

4) The amounts of investments in associates pledged as collateral for bank loans were disclosed in Note 42.

  • b. Investments in joint ventures that are not individually material
Unlisted companies
Alliance Concrete Singapore Pte. Ltd. (Note)

Hubei Xinlongyuan Mining Co., Ltd. (HXMC)
Wuhan Asia Marine Transport Co., Ltd. (WAMTC)
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.

December 31 December 31


2015
$ 258,624

193,094
182,403
30,351
25,110

$ 689,582
2014
$ -
211,202
179,439
17,062

25,718
$ 433,421

At the end of the reporting period, the proportion of ownership and voting rights in jointly controlled entities held by the Group were as follows:

Name of Associate
Alliance Concrete Singapore Pte. Ltd. (Note)
Hubei Xinlongyuan Mining Co., Ltd. (HXMC)
Wuhan Asia Marine Transport Co., Ltd. (WAMTC)
Empire Success Corp Ltd. (ESC)
Profit Enterprises Int'l Ltd. (PEI)
**December 31 **
2015
2014
50.00%
33.33%
40.00%
40.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
  • 39 -

Aggregate information of joint ventures that are not individually material:


Name of Associate
The Group’s share of:
(Loss) profit for the year
Other comprehensive income
Total comprehensive (loss) income for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2015
$ (51,229)


-

$ (51,229)
2014
$ 19,496

-
$ 19,496

17. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance at January 1, 2014

Additions
Disposals
Acquisition through business
combinations
Revaluation increments
Transferred from completed
construction
Transferred to supplies
Transferred to intangible assets
Transferred to investment properties
Transferred from investment
properties
Effect of foreign currency exchange
differences

Balance at December 31, 2014


Accumulated depreciation
and impairment


Balance at January 1, 2014

Depreciation expense

Disposals

Acquisitions through business
combination

Reversal of impairment loss

Transferred to investment properties
Effect of foreign currency exchange
differences

Balance at December 31, 2014


Carrying amounts at December 31,
2014


Cost
Balance at January 1, 2015

Additions
Disposals
Reclassification
Transferred from completed
construction
Transferred to supplies
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Accumulated depreciation
and impairment
Balance at January 1, 2015
Depreciation expense
Disposals
Reclassification
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Carrying amounts at December 31,
2015
Land
$ 6,680,208

92,426
(5,430 )
675
128,470
-
-
-

(374,974 )
24,464

-


6,545,839

85,807
-
-
-
(73,212 )
-

-


12,595

$ 6,533,244

$ 6,545,839

5,875
-
-
-
-

-


6,551,714

12,595
-
-
-

-


12,595

$ 6,539,119
Buildings
$ 20,752,204

255,270

(39,052 )
2,991,111
-
1,946,670
-
-

(39,964 )
5,079

1,084,530


26,955,848

6,804,480
745,097
(25,481 )
145,671

(3,360 )
(36,052 )

201,781


7,832,136

$ 19,123,712

$ 26,955,848

71,662
(9,040 )
-
24,555
-

(495,988)


26,547,037

7,832,136
737,625
(4,101 )
21,067

(93,893)


8,492,834

$ 18,054,203
Equipment
O
$ 68,788,658

551,084

(303,799 )
3,907,848
-
4,013,141
-
-

-
-

3,046,173


80,003,105

34,910,797
4,056,610

(301,170 )
449,960

-

-

1,200,702


40,316,899

$ 39,686,206

$ 80,003,105

663,367

(125,964 )
(80,217 )
1,341,455
-

(1,334,239)


80,467,507

40,316,899
3,816,733

(84,783 )
(72,184 )

(517,030)


43,459,635

$ 37,007,872
ther Equipment
$ 11,601,541

397,044

(351,436 )
266,302
-
284,222
-
-
-
-

244,442


12,442,115

8,593,446
826,671

(320,574 )
190,809
-
-

156,985


9,447,337

$ 2,994,778

$ 12,442,115

637,261

(441,809 )

80,217
116,421
(8,010 )

(101,038)


12,725,157

9,447,337
845,946

(416,333 )

51,117

(64,766)


9,863,301

$ 2,861,856
Property in
Construction
$ 5,053,870

3,004,859

-
45,012
-
(6,244,033 )
(18,485 )
(1,197 )
-
-

408,416


2,248,442

-
-

-
-
-
-

-


-

$ 2,248,442

$ 2,248,442

2,085,427

-
-
(1,482,431 )

-

(49,915)


2,801,523

-
-

-
-

-


-

$ 2,801,523
Total
$ 112,876,481
4,300,683
(699,717 )
7,210,948
128,470

-

(18,485 )

(1,197 )
(414,938 )
29,543

4,783,561

128,195,349
50,394,530
5,628,378
(647,225 )
786,440
(76,572 )
(36,052 )

1,559,468

57,608,967
$ 70,586,382
$ 128,195,349
3,463,592
(576,813 )
-

-
(8,010 )

(1,981,180)

129,092,938
57,608,967
5,400,304
(505,217 )
-

(675,689)

61,828,365
$ 67,264,573
  • 40 -

No impairment assessment was performed for the years ended 2015 and 2014 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a fixed-percentage-on-decliningbalance basis or on a straight-line basis over the estimated useful life of the asset taken apart to major component elements:

Building Main buildings 15-60 years Other facilities 2-15 years Equipment 2-20 years Other equipment 2-15 years

As of December 31, 2015 and 2014, the titles of land with carrying value of $88,655 thousand, were temporarily registered in the name of trustees who had either signed an agreement or had pledged the land to the Corporation or to the subsidiaries.

Refer to Note 42 for the carrying amount of property, plant and equipment pledged by the Group to secure borrowings.

18. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Carrying amount
Leased investment properties
Undeveloped investment properties
Balance at January 1, 2014

Additions
Transferred from property, plant and equipment
Change in fair value of investment properties
Effect of foreign currency exchange difference

Balance at December 31, 2014

Balance at January 1, 2015

Additions
Disposals
Change in fair value of investment properties
Effect of foreign currency exchange difference

Balance at December 31, 2015



Leased
Investment
Property
$ 26,606,553
128,219

349,344
1,316,242

6,051

$ 28,406,409

$ 28,406,409
2,126
(49)
1,098,349

(2,712)

$ 29,504,123
**December 31 **














2015
$ 29,504,123

5,125,641

$ 34,629,764

Undeveloped
Investment
Property
$ 4,834,935

-

-

110,295

-

$ 4,945,230

$ 4,945,230

-

-

180,411

-

$ 5,125,641
2014
$ 28,406,409

4,945,230
$ 33,351,639
Total
$ 31,441,488

128,219

349,344

1,426,537

6,051
$ 33,351,639
$ 33,351,639

2,126

(49)

1,278,760

(2,712)
$ 34,629,764
  • 41 -

The leased investment properties were as follows:

  • a. The Corporation granted FEDSDL the right to construct a shopping center on a parcel of land it owned with an area of 6,976 square meters located in Lin-Ya, Kaohsiung. In consideration for the foregoing and the continued use of the land for fifty years, FEDSDL shall pay the following: (a) land use right amounting to NT$1,073,000 thousand and (b) annual rental amounting to 5% of the reference price of such land announced by the local government. The land use right proceeds received by the Corporation was recognized as long-term deferred revenue, and recognized as rental revenue periodically during the superficies period.

  • b. The Corporation and Far Eastern Resources Development Co. (FERD) equally owned a parcel of land located on Tun Hwa South Road, Taipei City. Under an agreement entered into with YDC, the Corporation and FERD had agreed on the following: (a) construction by YDC of a twin towers building (Taipei Metro) on the said land, (b) continued use of the land without additional compensation for 30 years starting from the date of the completion of the building, (c) transfer to each of the Corporation and FERD 12% of the usable area of the building, and (d) transfer to FERD and the Corporation of the remaining usable area of the building after the end of 30 years in exchange for the land provided. In view of the foregoing agreement, the Corporation recorded the 12% of the building construction cost or NT$1,402,753 thousand as building acquired and as long-term deferred revenue, and recognized as revenue over the above specified period.

  • c. SYDCCL signed a contract with Mie Business Services Co., Ltd. (Mie Business) for the latter to be fully authorized to manage and operate SYDCCL’s shopstore, which is located in area A of Guosetianxiang Second-Stage in Wenjiang District of Chengdu City, with an area of 932.49 square meters. The contract started from April 27, 2014 and will end on April 30, 2017. During the contract period, SYDCCL pays management fee of RMB10 per square meter and collects the lease payment from Mie Business by the 15th day of each quarter.

  • d. The others are comprised of the lease contract entered into with FEDS for Asia-Cement Building and Pao-Ching Building, also with YLT for land and building construction located at Hualien City and Chiayi City. The above investment properties were leased out for 1 to 10 years with monthly lease payments.

The fair values of investment properties were valued by independent qualified professional valuers. The fair values of a single investment property with a carrying amount at least NT$300 million as of December 31, 2015 and 2014 were based on the valuations carried out on March 3, 2016 and March 6, 2015, respectively, by an independent qualified professional valuer in DTZ Real Estate Appraisal Firm, Mr. Tsai, a member of the ROC certified real estate appraisers.

The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements in the fair value were as follows:


movements in the fair value were as follows:
Completed Investment
Investment Property under
Property Construction Total
Balance at January 1, 2014
$ 26,606,553 $ 4,834,935 $ 31,441,488
Recognized in profit or loss (gain arising from the
change in fair value of investment property) 1,316,242 110,295
1,426,537
Recognized in other comprehensive income
Exchange differences on translating foreign
operations 6,051 -
6,051
(Continued)
  • 42 -
Purchases

Transfers into Level 3

Balance at December 31, 2014

Balance at January 1, 2015

Recognized in profit or loss (gain arising from the
change in fair value of investment property)
Recognized in other comprehensive income
Exchange differences on translating foreign
operations
Purchases
Sales

Balance at December 31, 2015
Completed
Investment
Property
Investment
Property under
Construction
$ 128,219 $ -

349,344

-

$ 28,406,409
$ 4,945,230

$ 28,406,409 $ 4,945,230
1,098,349
180,411
(2,712)
-
2,126
-

(49)

-

$ 29,504,123
$ 5,125,641
Total
$ 128,219

349,344
$ 33,351,639
$ 33,351,639

1,278,760

(2,712)

2,126

(49)
$ 34,629,764
(Concluded)

The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows, or the decrease in discount rates would result in increase in the fair value.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
**December 31 ** **December 31 **


2015
$ 45,177,994

1,714,898

$ 43,463,096

1.99%-6.50%
2014
$ 43,985,448

1,696,065
$ 42,289,383
2.13%-7.50%

The market rentals in the area where the investment properties are located were between NT$1 thousand and NT$5 thousand per ping (i.e. per 3.3 square meters).

The rental income generated for the years ended December 31, 2015 and 2014 was NT$338,266 thousand and NT$342,516 thousand, respectively.

The expected future cash inflows to be generated by investment properties include rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Group’s current rental contract, regional and market quotation, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the interest rate for one-year central bank-announced demand deposit interest rate; the disposal value was determined using the direct capitalization method under the income approach. The expected future cash outflows to be incurred by investment properties include expenditure such as land value taxes, house taxes, insurance premium, maintenance costs and others. This expenditure was extrapolated on the basis of the current level of expenditure, taking into account the future adjustment to the government-announced land value, and the tax rate promulgated under the House Tax Act.

  • 43 -

The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, or estimated income capitalization rate, whichever is higher, as well as any asset-specific risk premiums. As of December 31, 2015 and 2014, the risk premiums were between 0.0%-2.5% and 0.0%-3.5%, respectively.

Refer to Note 42 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.

19. INTANGIBLE ASSETS - GOODWILL

INTANGIBLE ASSETS - GOODWILL

Cost
Balance at January 1

Acquisition through business combination
Effect of foreign currency exchange differences

Balance at December 31
**For the Year Ended December 31 **


2015
$ 3,599,579

-
(81,033)

$ 3,518,546
2014
$ 677,188
2,733,933

188,458
$ 3,599,579

The goodwill was as follows:

  • a. In July 2010, HYDCCL acquired 70% ownership of WYXC. The investment cost in excess of the fair value of net identifiable assets of the investee was goodwill of RMB138,759 thousand.

  • b. In April 2014, SYDCCL acquired 100% ownership of SLCL. The investment cost in excess of the fair value of net identifiable assets of the investee was goodwill of RMB554,241 thousand. Please refer to Note 36.

  • c. On December 31, 2014, the Corporation acquired control power over YLT. The investment cost in excess of the fair value of net identifiable assets of the investee was goodwill of $20,780 thousand. Please refer to Note 36.

As of December 31, 2015, the Group assessed that there was no indication of impairment on the cash-generating units including goodwill above.

20. INTANGIBLE ASSETS - OTHERS

INTANGIBLE ASSETS - OTHERS
Carrying amount
Quarry right

Computer software
Others

December 31


2015
$ 1,422,412

32,168
331,241

$ 1,785,821
2014
$ 1,499,875
43,891

342,332
$ 1,886,098
  • 44 -
Quarry Right
Cost
Balance at January 1, 2014
$ 1,474,580
Additions
2,357
Transferred form completed
construction
-
Acquisition through business
combination
422,941
Effect of foreign currency exchange
differences

116,863

Balance at December 31, 2014

2,016,741

Accumulated amortization and
impairment
Balance at January 1, 2014
381,027
Amortization expense
86,415
Acquisition through business
combination
21,984
Effect of foreign currency exchange
differences

27,440

Balance at December 31, 2014

516,866

Carrying amounts at December 31,
2014
$ 1,499,875

Cost
Balance at January 1, 2015
$ 2,016,741
Additions
42,735
Disposals
-
Effect of foreign currency exchange
differences

(38,051)

Balance at December 31, 2015

2,021,425

Accumulated amortization and
impairment
Balance at January 1, 2015
516,866
Amortization expense
91,777
Disposals
-
Effect of foreign currency exchange
differences

(9,630)

Balance at December 31, 2015

599,013

Carrying amounts at December 31,
2015
$ 1,422,412
Cost of
Computer
Software


$ 218,841

12,384

1,197

8,038

3,676


244,136


179,395

15,118

3,588

2,144


200,245

$ 43,891

$ 244,136

8,954

(18,460)

(1,575)


233,055


200,245

20,091

(18,440)

(1,009)


200,887

$ 32,168
Others
$ 391,516

-

-

7,191

29,737


428,444


25,267

19,026

-

41,819


86,112

$ 342,332

$ 428,444

-

-

1,619


430,063


86,112

10,808

-

1,902


98,822

$ 331,241
Total
$ 2,084,937

14,741

1,197

438,170

150,276

2,689,321

585,689

120,559

25,572

71,403

803,223
$ 1,886,098
$ 2,689,321

51,689

(18,460)

(38,007)

2,684,543

803,223

122,676

(18,440)

(8,737)

898,722
$ 1,785,821
  • 45 -

The above items of other intangible assets with finite useful life are amortized on a straight-line basis. Quarry rights are amortized over 8 to 47 years; computer software and others over 2 to 6 years. The other items with indefinite useful life will not be amortized until the useful life is determined to be finite. Instead, they will be tested for impairment annually and whenever there is an indication that they may be impaired.

21. PREPAYMENTS FOR LEASE OBLIGATIONS

PREPAYMENTS FOR LEASE OBLIGATIONS
Current asset (included in prepayments line item)

Non-current asset

December 31


2015
$ 136,561

3,737,647

$ 3,874,208
2014
$ 128,439

3,946,242
$ 4,074,681

The above of prepaid lease payments include land use right which are located in Mainland China, Hong Kong, Singapore and Vietnam. The amortization expenses are $219,375 thousand and $192,960 thousand for the years ended December 31, 2015 and 2014, respectively.

22. LONG-TERM NOTES RECEIVABLE AND OTHER RECEIVABLES

Finance lease receivables (Note 12)

Government grants receivables

December 31 December 31


2015
$ 10,771,541
146,656

$ 10,918,197
2014
$ 11,310,776
280,128
$ 11,590,904

Government grants receivable are grants which JYDC, HYDCCL, HGYDC and SIYDCCL negotiated with local government in Mainland China for reimbursement.

23. OTHER NON-CURRENT ASSETS

OTHER NON-CURRENT ASSETS
Net defined benefit asset (Note 29)

Refundable deposits
Others


Refundable deposits
Current

Non-current
December 31




2015
$ 1,351,528

208,044
33,771

$ 1,593,343

$ 1,156,443

$ 208,044
2014
$ 1,837,698
185,748

106,253
$ 2,129,699
$ 10,105
$ 185,748
  • 46 -

24. SHORT-TERM BORROWINGS

SHORT-TERM BORROWINGS
Unsecured

Secured


Interest rate (%)
Final repayment date:
Unsecured
Secured
December 31


2015
$ 16,762,761

1,915,000

$ 18,677,761

1.07-5.6
2016.12.30
2016.2.5
2014
$ 20,951,222

1,865,000
$ 22,816,222
0.83-6.0
2015.12.29
2015.1.5

25. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discount on bills payable


Interest rate (%)
December 31


2015
$ 13,449,800

4,749

$ 13,445,051

0.43%-1.16%
2014
$ 13,247,700

5,838
$ 13,241,862
0.58%-1.16%

Short-term bills payable were issued under guarantee obtained from financial institutions.

26. OTHER PAYABLE

OTHER PAYABLE
Payable on investment

Other

December 31


2015
$ 457,738

89,295

$ 547,033
2014
$ 468,344

239,110
$ 707,454

Payable on investment is the unpaid consideration for SIYDCCL’s acquisition of SLCL, which amounted to RMB90,690 thousand. Other payable is the borrowings from SLCL’s former individual shareholder before acquisition, which amounted to RMB361,075 thousand in total. As of December 31, 2014, the outstanding payable is RMB17,692 thousand. Please refer to Note 36.

  • 47 -

27. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Bank loans

Long-term commercial paper
Less: Unamortized discount


Bonds
Domestic bonds
1stunsecured bonds issued in 2010
1stunsecured bonds issued in 2014


Euro bonds
2ndEuro exchangeable bonds issued in 2011 - US$375,000
thousand
1stEuro convertible bonds issued in 2011 - US$172,500
thousand
2ndEuro exchangeable bonds issued in 2013 - US$220,000
thousand


Less: Current portion

December 31








2015
$ 38,151,712
3,000,000

7,516


41,144,196

-

8,000,000


8,000,000

1,384,760
5,386,571

6,968,606


13,739,937

62,884,133

22,719,449

$ 40,164,684
2014
$ 36,853,220

3,000,000

7,488

39,845,732

2,500,000

8,000,000

10,500,000

1,312,062

5,032,277

6,610,556

12,954,895

63,300,627

16,162,537
$ 47,138,090
  • a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to December 2020. As of December 31, 2015 and 2014, interest rates were 0.85% to 7.20% and 0.7921% to 5.90%, respectively.

  • b. Commercial paper was issued by contract. As of December 31, 2015 and 2014, interest rates were 0.84% to 1.20% and 0.80% to 1.20%, respectively. The maturity date of the contract is April 16, 2018.

  • c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to May 2019. As of December 31, 2015 and 2014, interest rates were 1.36% and 1.36% to 1.95%, respectively.

  • d. In order to purchase coal and raw materials and repay part of outstanding long-term and short-term debt, on January 27, 2011, the Corporation issued 2nd US$375,000 thousand (equivalent to NT$10,991,250 thousand) zero coupon Euro exchangeable bonds due 2016. The bonds are exchangeable, at the option of the holder thereof, into common shares of Far Eastern New Century Corporation (FENC).

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled or exchanged, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are exchangeable into FENC’s shares (“Reference Shares”) at any time on or after March 9, 2011 and prior to the close of business on December 28, 2015. The initial exchange price was NT$63.51 per Reference Share, determined on the basis of a fixed exchange rate of NT$29.032=US$1.00.

  • 48 -

  • 3) Redemption at the option of the Corporation

At any time on or after January 27, 2014, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the shares, translated into U.S. dollars at the prevailing rate, for a period of 30 consecutive trading days, the last of which occurs not more than five trading days immediately preceding the date of redemption notice, is at least 130% of the quotient of the early redemption amount divided by the number of reference shares to be delivered upon exchange of US$200,000 principal amount of bonds on the applicable Trading Day based on the exchange price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.032=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the relevant tranche of bonds has already been redeemed, repurchased and cancelled, or exchanged.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or exchanged, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on January 27, 2014 at a redemption price equal to 100% of the principal amount thereof. (Please refer to item 6 below for information on the redemption of bonds.)

  • 5) The exchange price shall be subject to adjustment in the manner, including (but not limited to):

  • a) Declaration of dividend in Reference Shares or free distribution or bonus issue of Reference Shares.

  • b) Subdivision, consolidation and reclassification of Reference Shares.

  • c) Issuance of rights to purchase Reference Shares.

  • d) Employee stock bonus.

  • e) Issuance of warrants to purchase Reference Shares.

  • f) Issue of rights or warrants for equity-related securities of FENC to holders of Reference Shares.

  • g) FENC capital distributions, other distributions to holders of FENC common stock.

  • h) Issue of convertible or exchangeable securities of FENC other than to holders of Reference Shares or on exercise of warrants.

  • i) Other issues of Reference Shares.

  • j) Issue of equity related securities by FENC.

  • k) Capital reduction of FENC.

  • l) Offers by FENC for Reference Shares.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above including, but not limited to, issue of receipts or certificates entitling holders to receive Reference Shares at less than the initial exchange price. The exchange price was NT$45.4 as of December 31, 2015.

  • 49 -

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$332,700 thousand on January 27, 2014. After the redemption, the bonds outstanding in the amount of US$42,300 thousand had not been exchanged into the common shares of FENC as of December 31, 2015.

  • e. In order to purchase raw materials overseas, on June 7, 2011, the Corporation issued 1[st] US$172,500 thousand (equivalent to NT$4,935,915 thousand) zero coupon Euro convertible bonds due 2016.

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 101.51% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s common shares (“Shares”) at any time on or after July 18, 2011 and prior to the close of business on May 6, 2016. The initial conversion price was NT$50.17 per Share, determined on the basis of a fixed exchange rate of NT$28.648=US$1.00.

  • 3) Redemption at the option of the Corporation

At any time on or after June 7, 2014, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$28.648=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on June 7, 2014 at a redemption price equal to 100.9% of the principal amount thereof. (Please refer to item 6 below for information on the redemption of bonds.)

  • 5) The conversion price shall be subject to adjustment in the manner, including (but not limited to):

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • 50 -

    • i) Other issues of Shares.

    • j) Issue of equity related securities.

    • k) Capital reduction.

    • l) Tender or exchange offer.

    • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$35.28 as of December 31, 2015.

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$6,000 thousand on June 7, 2014 (US$6,054 thousand including interest premium). After the redemption, the bonds outstanding in the amount of US$166,500 thousand had not been exchanged into the common shares of the Corporation as of December 31, 2015.

  • f. In order to redeem corporation bonds and save the potential interest expenses, on May 13, 2013, the Corporation issued 2[nd] US$220,000 thousand (equivalent to NT$6,551,380 thousand) zero coupon Euro convertible bonds due 2018.

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s common shares (“Shares”) at any time on or after June 23, 2013 and prior to the close of business on April 13, 2018. The initial conversion price was NT$48 per Share, determined on the basis of a fixed exchange rate of NT$29.53=US$1.00.

  • 3) Redemption at the option of the Corporation

At any time on or after May 13, 2016, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.53=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on May 13, 2016 at a redemption price equal to 100% of the principal amount thereof.

  • 5) The conversion price shall be subject to adjustment in the manner, including (but not limited to):

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • 51 -

    • c) Rights issues to shareholders.

    • d) Employee stock bonus.

    • e) Warrants issued to holders of Shares.

    • f) Issues of rights or warrants for equity-related securities to holders of Shares.

    • g) Capital distributions, other distributions to shareholders.

    • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

    • i) Other issues of Shares.

    • j) Issue of equity related securities.

    • k) Capital reduction.

    • l) Tender or exchange offer.

    • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$39.28 as of December 31, 2015.

  • 6) As of December 31, 2015, the bonds that had not been converted and outstanding amounted to US$220,000 thousand.

  • g. On December 31, 2011, ACCHC issued 1[st] unsecured bonds for RMB586,000 thousand with 2.95% interest rate due 2014. The offering provided that if the control right of ACCHC is changed, each bondholder will have the right to require ACCHC to redeem all of the notes held by such holder at a redemption price equal to 101% of the principal amount and accrued interest thereof. The bonds expired on September 30, 2014, so the Group had redeemed the whole amount of RMB586,000 thousand.

  • h. On April 25, 2008, CHP signed syndicated loan agreement with Chinatrust Commercial Bank and other 14 financial institutions. CHP may borrow up to NT$8,148,000 thousand under this loan agreement.

As of December 31, 2014, CHP had used its credit lines as follows:

Amount Interest Rate/ Term
Item Category (In Thousands) Guarantee Fee Rate (%)
(Years)
A Bank loan NT$ 1,666,980 1.44-1.52 10
B Contract bonding NT$ 184,252 0.5 10

The financial ratios that should be maintained by CHP under the syndicated loan agreement are as follows:

  • 1) Debt ratio as of year-end (total debt divided by total stockholders’ equity);

  • a) Under 250% from 2008 to 2009. b) Under 180% from 2010 to 2018.

  • 52 -

  • 2) Interest coverage ratio should be at least 110% from 2008 to 2018.

The above financial ratios are based on audited financial statements of CHP. Debt ratio and interest coverage ratio should be reviewed at least on semi-annual basis and annual basis.

28. OTHER LIABILITIES

Provisions
Accrued reward provisions

Compensation of traffic accident provisions
Decommissioning of electric factory provisions
Other provisions


Deferred revenue
Land use right

Current
Provisions

Deferred revenue (accounted for as advances received)

Non-current
Provisions

Deferred revenue
**December 31 ** **December 31 **







2015
$ 142,689

94,127
77,231
17,640

$ 331,687

$ 1,063,093

$ 9,419

$ 68,085

$ 322,268

$ 995,008
2014
$ 151,877
69,737
75,955

17,640
$ 315,209
$ 1,131,178
$ 9,188
$ 68,085
$ 306,021
$ 1,063,093
  • a. The deferred land use right in Ling Ya, Kaohsiung used by FEDSDL (Note 18) is amortized to income over fifty years.

  • b. The deferred land use right in Taipei used by YDC (Note 18) is amortized to income over thirty years.

29. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation and the subsidiaries of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at specific rate of monthly salaries and wages. The Group recognized the amounts of pension cost which should be contributed were $216,709 thousand and $185,854 thousand in the consolidated statements of comprehensive income for the years ended December 31, 2015 and 2014, respectively.

b. Defined benefit plans

The defined benefit plan adopted by the Corporation and domestic subsidiaries of the Group in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before

  • 53 -

retirement. The Corporation and domestic subsidiaries contribute amounts equal to 2% to 15% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Deficit (surplus)

Net defined benefit liability (asset)
**December 31 ** **December 31 **



2015
$ 1,634,848

(2,790,541)

(1,155,693)

$ (1,155,693)
2014
$ 1,648,317
(3,295,497)
(1,647,180)
$ (1,647,180)

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:


were as follows:
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
Balance at January 1, 2014
$ 1,711,977
$ (3,327,273)
$ (1,615,296)
Service cost
Current service cost 28,785 - 28,785
Past service cost and loss (gain) on
settlements (3,245)
1,704
(1,541)
Net interest expense (income)

29,877

(41,675)

(11,798)
Recognized in profit or loss

55,417

(39,971)

15,446
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (17,134)
(17,134)
Actuarial (gain) loss - changes in
demographic assumptions 3,160 - 3,160
Actuarial (gain) loss - changes in financial
assumptions (909)
-
(909)
Actuarial (gain) loss - experience
adjustments
10,593

-

10,593
Recognized in other comprehensive income

12,844

(17,134)

(4,290)
Contributions from the employer - (23,974)
(23,974)
Benefits paid (146,836)
114,936
(31,900)
Liabilities extinguished on settlement (184)
-
(184)
Business combinations

15,099

(2,081)

13,018
Balance at December 31, 2014
$ 1,648,317
$ (3,295,497)
$ (1,647,180)
(Continued)
  • 54 -
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
Balance at January 1, 2015
$ 1,648,317
$ (3,295,497) $ (1,647,180)
Service cost
Current service cost 24,551 - 24,551
Past service cost and loss (gain) on
settlements (2,525)
-
(2,525)
Net interest expense (income)

29,154

(74,434)

(45,280)
Recognized in profit or loss

51,180

(74,434)

(23,254)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 512,297 512,297
Actuarial (gain) loss - changes in
demographic assumptions 105 - 105
Actuarial (gain) loss - changes in financial
assumptions 51,617 - 51,617
Actuarial (gain) loss - experience
adjustments
800

-

800
Recognized in other comprehensive income

52,522

512,297

564,819
Contributions from the employer - (20,943)
(20,943)
Benefits paid (116,195)
88,036
(28,159)
Liabilities extinguished on settlement

(976)

-

(976)
Balance at December 31, 2015
$ 1,634,848
$ (2,790,541)
$ (1,155,693)
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2015
2014
1.25%-1.75%
1.65%-2.00%
1.00%-2.50%
1.00%-2.50%
  • 55 -

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase

0.25% decrease

Expected rate(s) of salary increase
1% increase

1% decrease
**December 31 ** **December 31 **



2015
$ (39,804)

$ 41,303

$ 169,527

$ (153,745)
2014
$ (39,861)
$ 41,398
$ 170,919
$ (154,548)

The major categories of plan assets at the end of the reporting period for each category were disclosed based on the information announced by Bureau of Labor Funds, Ministry of Labor:

Equity instruments
Deposited in financial institutions
Others
December 31 December 31

2015
73.55
22.35

4.10
100.00
2014
79.49
17.40
3.11
100.00

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December 31 **
2015
2014
$ 20,672
$ 21,414
10-17 years
10-18 years

30. STOCKHOLDERS’ EQUITY

  • a. Share capital
Share capital
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
**December 31 **



2015

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2014

4,000,000
$ 40,000,000

3,361,447
$ 33,614,472

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The Corporation has reserved 350,000 thousand and 10,000 thousand shares of the authorized shares for the issuance of convertible bonds and employee share option.

  • 56 -

b. Capital surplus

Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note 1)
Donation

The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
Change of capital surplus of associates and joint ventures
accounted for by using equity method (Note 2)


May be used to offset a deficit only
Change of capital surplus of associates and joint ventures
accounted for by using equity method (Note 3)

May not be used for any purpose
Change of capital surplus of associates and joint ventures
accounted for by using equity method

December 31





2015
$ 41,790

54,907
976,275

1,072,972

2,819

79,852

$ 1,155,643
2014
$ 41,790
54,907

976,275

1,072,972

478

470
$ 1,073,920
  • Note 1: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

  • Note 2: Such capital surplus, which arises from the effect of changes in ownership interest in an associate’s subsidiary that resulted from equity transactions of actual acquisition and disposal, may be used to offset a deficit or distribute as cash dividends or share dividends under Article 241-1 of Company Act.

  • Note 3: Such capital surplus, which arises from the effect of changes in ownership interest in an associate’s subsidiary that resulted from equity transactions other than actual acquisition and disposal, may be used to offset a deficit under Article 239-1 of Company Act.

  • c. Appropriation of earnings and dividend policy

The Corporation’s Articles of Incorporation provide that appropriation for legal reserve should be made at 10% of annual net income after deductions for any deficit. The remainder, less special reserve based on relevant laws and regulations and any portion decided to be retained, together with unappropriated earnings of prior years, should be distributed as follows:

1) Dividends 60% 2) Bonus to stockholders 33% 3) Remuneration to directors and supervisors 3% 4) Bonus to employees 4%

  • 57 -

The Corporation’s Articles of Incorporation provide that the Corporation shall determine dividend payments taking into account cycles of the industry, capital demand in relation to specific products and services, and changes in taxation regulations. The cash dividend should not be less than 10% of the total of the aforementioned dividends and bonus.

These appropriations shall be resolved by the stockholders in the following year and given effect to in the financial statements of that year.

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The consequential amendments to the Corporation’s Articles of Incorporation had been proposed by the Corporation’s board of directors on March 25, 2016 and are subject to the resolution of the shareholders in their meeting to be held on June 21, 2016. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, please refer to (e) Employee benefits expense in Note 33.

Under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Corporation should appropriate or reverse to a special reserve. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed. Furthermore, the Corporation applied Rule No. 1030006415.

Legal reserve may be used to offset a deficit. Under the revised Company Law issued on January 4, 2012, when the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Under the Integrated Income Tax System, ROC-resident stockholders are allowed tax credit for the income tax paid by the Corporation on earnings generated since 1998. Tax credits allocated to stockholders are based on the balance of Imputation Credit Account (ICA) on the dividend distribution date.

The appropriations of the earnings and dividends per share of 2014 and 2013 approved in the stockholders’ meetings on June 24, 2015 and June 16, 2014, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Share dividends
Appropriation of Earnings
For the Year Ended December 31
2014
2013
$ 936,163
$ 680,583
2,001,317
-
7,395,184
5,931,966
-
659,107
Dividend Per Share
(Dollars)
For the Year Ended

**December 31 **
2014
2013
$2.2
$1.8
-
0.2

The Corporation’s appropriations of earnings for dividends and bonus to stockholders in the form of stock had been approved by the Financial Supervisory Commission. The board of directors had set the ex-dividend date as September 3, 2014.

  • 58 -

The appropriations of the 2015 earnings had been proposed by the board of directors on March 25, 2016. The proposed appropriations and dividends per share were as follows:

Dividend Dividend
Appropriation Per Share
of Earnings (Dollars)
Legal reserve $ 486,024
Special reserve 1,159,507
Cash dividends 3,697,592
$ 1.1

When considering the appropriations of 2015 earnings, the Corporation calculated earnings per share assuming that shares reciprocally held by associates are not treated as treasury stock and not deducted from weighted average number of shares outstanding. Under the assumption, the basic EPS would be $1.45 for the year ended December 31, 2015.

The appropriations of 2015 earnings for reserve and dividend will be resolved in the stockholders’ meeting scheduled for June 21, 2016.

d. Special reserve recognized at the date of transition

In the first-time adoption of IFRSs, the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost were $10,715,430 thousand, $3,163,258 thousand and $52,494 thousand, respectively; the Corporation appropriated for special reserve the same amounts aforementioned. The Group and the associates used and disposed some of the related assets as of December 31, 2015. Consequently, special reserve reversed to unappropriated earnings amounted to $397,248 thousand.

e. Others equity items

  • 1) Exchange differences on translating foreign operations

Balance at January 1

Exchange differences arising on translating the financial
statement of foreign operations
Share of exchange difference of associates and joint ventures
accounted for using the equity method

Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2015
$ 4,188,509

(853,236)
873,961

$ 4,209,234
2014
$ 449,154

2,082,912

1,656,443
$ 4,188,509

2) Unrealized gain (loss) on available-for-sale financial assets


Balance at January 1

Unrealized gain (loss) arising on revaluation of
available-for-sale financial assets
For the Year Ended December 31
2015
2014
$ 7,856,945
$ 7,867,409
(1,191,633)
1,173,340
(Continued)
  • 59 -

Income tax related to unrealized gain arising on revaluation
of available-for-sale financial assets

Share of unrealized loss on revaluation of available-for-sale
financial assets of associates and joint ventures accounted
for using the equity method

Balance at December 31

3) Cash flow hedge

Balance at January 1
Gain (loss) arising on changes in the fair value of cash flow
hedging instruments
Share of cash flow hedging reserve of associates and joint
ventures accounted for using the equity method
Balance at December 31
4) Unrealized gain on revaluation

Balance at January 1

Share of unrealized gain on revaluation of associate and
jointly controlled entities accounted for using the equity
method
Gain on revaluation
Income tax effect of gain on revaluation

Balance at December 31

f. Non-controlling interests

Balance at January 1

Attributable to non-controlling interests:
Share of profit for the period
Exchange difference arising on translating the financial
statements of foreign operations
Unrealized (loss) gain arising on revaluation of
available-for-sale financial assets
Gain arising on changes in fair value of cash flow hedging
instruments
Share of other comprehensive income of associates and joint
ventures accounted for using the equity method
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2015
2014
$ (6,768) $ (7,036)
(1,645,305)
(1,176,768)
$ 5,013,239
$ 7,856,945
(Concluded)
**For the Year Ended December 31 **
2015
$ (13,669)
13,622

46,273
$ 46,226
**For the Year Ended **
2014
$ (14,434)
9,210

(8,445)
$ (13,669)
**December 31 **
2015
$ 249,466

58,257
-

-

$ 307,723

For the Year Ended
2014
$ 3,460
123,954
128,470

(6,418)
$ 249,466
December 31
2015
2014
$ 19,893,662 $ 18,394,083
74,242
1,544,363
(331,445)
897,657
(18,107)
13,196
4,097
4,667
2,171
707
(Continued)
  • 60 -

Share of other equity of associates and joint ventures
accounted for using the equity method

Remeasurement of defined benefit plans
Income tax effects
Acquisition of additional shares in subsidiaries
Non-controlling interest arising from business combinations
Cash dividends from subsidiaries
Exercise of employee share options issued by subsidiaries
Issue of ordinary shares for cash by subsidiaries

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2015
$ (493)
(734)
68
-
-
(668,142)
-

-

$ 18,955,319
2014
$ -

(759)

70

(808,096)

315,734

(665,613)

193,508

4,145
$ 19,893,662
(Concluded)

31. EMPLOYEES STOCK OPTION PLANS

The Corporation did not grant stock option to employees during the years ended December 31, 2015 and 2014. In April 2008, 11,578 thousand units of ACCHC stock options were granted to qualified employees of ACCHC and its subsidiaries, of which 10,601 thousand units were exercised with average exercise price of HK$4.2075 during the year ended December 31, 2014. The remaining 977 units were forfeited.

There was no compensation cost of share-based payment recognized for the years ended December 31, 2015 and 2014.

32. OPERATING REVENUE AND COSTS

OPERATING REVENUE AND COSTS

Operating revenue
Sales of cement

Electric power revenue
Transportation revenue
Rental revenue
Engineering revenue
Income from investment operation
Sale of investments
Cost of investments sold

Gain on sale of investments, net
Dividends

Total income from investment operation
Less: Sales returns and discounts

Total operating revenue, net

Operating costs
Cost of goods sold
Electric power cost
Transportation cost
Rental cost
Engineering cost

Total operating costs

Gross profit
**For the Year Ended December 31 **







2015
$ 56,206,581
6,125,645
1,694,879
1,276,629
461,328
2,881,346

2,561,168

320,178

229,647

549,825

27,407


66,287,480

51,746,293
5,654,805
1,301,105
168,668

357,770


59,228,641

$ 7,058,839
2014
$ 65,034,852

8,869,683

1,648,422

1,323,820

429,918

905,374

781,529

123,845

275,253

399,098

22,512

77,683,281

55,903,102

8,750,874

1,365,555

173,003

360,557

66,553,091
$ 11,130,190
  • 61 -

33. NET PROFIT (LOSS)

Net profit or loss was as follows:

a. Other income


Interest income

Dividends
Rental income
Others


Other gains and losses

Fair value adjustment of investment properties (Note 18)

Net foreign exchange losses

Net gain arising on financial assets and liabilities at fair value
through profit or loss
Gain on disposal of investment
Bank charges
Impairment losses on financial assets
Gain on disposal of property, plant and equipment
Loss on redemption of corporation bonds
Reversal of impairment loss on property, plant and equipment
Miscellaneous expenses


Finance costs

Interest on bank loans

Amortization of discount on bonds payable
Other interest expense
Less: Amounts included in the cost of qualifying assets
(capitalized interest)


Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate
**For the Year Ended December 31 **
2015
2014
$ 397,031
$ 477,369
448,501
451,765
10,122
11,798

647,017

638,156
$ 1,502,671
$ 1,579,088
**For the Year Ended December 31 **
2015
2014
$ 1,278,760
$ 1,426,537
(1,976,585)
(556,001)
826,151
1,034,483
278,588
11,538
(172,558)
(119,356)
(65,374)
(51,387)
7,151
9,249
-
(356,480)
-
76,572

(242,858)

(265,583)
$ (66,725)
$ 1,209,572
**For the Year Ended December 31 **
2015
2014
$ 1,373,069
$ 1,405,112
281,202
290,786
7,190
7,394

(13,591)

(35,694)
$ 1,647,870
$ 1,667,598
For the Year Ended December 31
2015
2014
$ 13,591
$ 35,694
0.717%-3.05% 0.739%-5.535%

b. Other gains and losses

c. Finance costs

  • 62 -

d. Depreciation and amortization

Depreciation and amortization

An analysis of deprecation by function
Operating costs

Operating expenses
Non-operating expenses


An analysis of amortization by function
Operating costs

Operating expenses

For the Year Ended December 31





2015
$ 5,225,352

166,100
8,852

$ 5,400,304

$ 82,730

37,154

$ 119,884
2014
$ 5,282,758
344,489

1,131
$ 5,628,378
$ 75,634

44,925
$ 120,559

e. Employee benefits expense


Short-term benefits
Salary

Labor and health insurance
Other employees - related expenses


Post-employment benefits (see Note 29)
Defined contribution plans
Defined benefit plans


Termination benefit

Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses
Non-operating expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31










2015
$ 3,579,332

224,210
309,080

4,112,622

216,709
(23,254)

193,455

2,087

90,546

$ 4,398,710

$ 3,080,776

1,315,847
2,087

$ 4,398,710
2014
$ 3,582,186
211,467

259,796

4,053,449
185,854

15,446

201,300

3,796

89,260
$ 4,347,805
$ 3,010,115
1,333,894

3,796
$ 4,347,805

To be in compliance with the Company Act as amended in May 2015, the proposed amended Articles of Incorporation of the Corporation stipulate to distribute employees’ compensation and remuneration to directors and supervisors at the rates between 2%-3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors and supervisors. For the year ended December 31, 2015, the bonus to employees and the remuneration to directors and supervisors were $132,000 thousand and $119,277 thousand, respectively.

  • 63 -

The employees’ compensation and remuneration to directors and supervisors in cash for the year ended December 31, 2015 have been approved by the Corporation’s board of directors on March 25, 2016 and are subject to the resolution of the amendments to the Corporation’s Articles of Incorporation for adoption by the shareholders in their meeting to be held on June 21, 2016, and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

Material differences between such estimated amounts and the amounts proposed by the board of directors on or before the date the annual consolidated financial statements are authorized for issue are adjusted in the year the bonus and remuneration were recognized. If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

The bonuses to employees and remuneration to directors and supervisors for 2014 and 2013 which have been approved in the shareholders’ meetings on June 24, 2015 and June 16, 2014, respectively, were as follows:

Bonus to employees

Remuneration of directors and
supervisors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2014
Cash
Dividends
Share
Dividends
$ 318,072
$ -

238,554
-
2013
Cash
Dividends
Share
Dividends
$ 283,487
$ -
212,615
-

The bonus to employees and the remuneration to directors and supervisors for the years ended December 31, 2014 and 2013 and the amounts recognized in the financial statements for the years ended December 31, 2014 and 2013, respectively, were as follows:

Amounts approved in
shareholders’ meetings

Amounts recognized in
respective financial
statements

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2014
Bonus to
Employees
Remuneration
of Directors
and
Supervisors
$ 318,072
$ 238,554


289,157

216,868

$ 28,915
$ 21,686
2013




Bonus to
Employees
Remuneration
of Directors
and
Supervisors
$ 283,487
$ 212,615

238,879

179,160
$ 44,608
$ 33,455

The differences were adjusted to profit and loss for the years ended December 31, 2015 and 2014.

Information on the employees’ compensation and remuneration to directors and supervisors resolved by the Corporation’s board of directors in 2016 and bonus to employees, directors and supervisors resolved by the shareholders' meeting in 2015 and 2014 are available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • 64 -

34. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

The major components of tax expense (income) were as follows:


Current tax
In respect of the current year

Income tax expense of unappropriated earnings
Additional income tax under the Alternative Minimum Tax Act
Withholding tax on dividend
In respect of prior periods


Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2015
$ 998,864

910
-
72,749
17,340

1,089,863

789,812

$ 1,879,675
2014
$ 1,843,698
7,764
1,151
26,206

(106,519)

1,772,300

1,041,441
$ 2,813,741

A reconciliation of accounting profit and income tax expenses for the years ended December 31, 2015 and 2014 is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate (17%)

Nondeductible expenses in determining taxable income
Tax-exempt income

Unrecognized deductible temporary differences
Tax on fair value adjustment of investment properties
Unrecognized loss carryforwards
Investment credits
Effect of different tax rate of group entities operating in other
jurisdictions
Income tax expense of unappropriated earnings
Additional income tax under the Alternative Minimum Tax Act
Withholding tax on dividend
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2015
$ 6,814,158

$ 1,158,409

360,200
(1,271,611)
279,084
1,270,157
(1,825)
(24,406)
18,668
910
-
72,749
17,340

$ 1,879,675
2014
$ 13,719,739
$ 2,332,356
173,149
(1,090,602)
170,102
772,530

(7,787)

-
535,391
7,764
1,151
26,206

(106,519)
$ 2,813,741

The applicable tax rate used above is the corporate tax rate of 17% payable by the Group in ROC, while the applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

As the status of 2016 appropriations of earnings is uncertain, the potential income tax consequences of 2015 unappropriated earnings are not reliably determinable.

  • 65 -

b. Income tax recognized in other comprehensive income (loss)

Income tax recognized in other comprehensive income (loss)

Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
Fair value changes of available-for-sale financial asset
Revaluation increments
Total income tax recognized in other comprehensive income
For the Year Ended December 31
2015
$ (96,019)

6,828

-

$ (89,191)
2014
$ 755
7,094

6,418
$ 14,267

c. Current tax assets and liabilities

Current tax assets
Prepaid pension cost

Current tax liabilities
Income tax payable
December 31 December 31

2015
$ 3,922

$ 466,164
2014
$ 1,251
$ 593,984

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2015

Deferred tax assets
Temporary differences
Allowance for doubtful
accounts

Other financial assets and
liabilities
AFS financial assets
Defined benefit obligation
Property, plant and
equipment
Fair value adjustment of
investment properties
Others

Tax losses


Deferred tax liabilities
Temporary differences
Land value increment tax
Finance leases
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 83,634
$ 38,264 $ -

145,298
83,612
-
48,360
-
(6,828)

21,659
(2,253)
2,439
20,551
(1,755)
-
-
6,409
-

85,532

(1,597)

-

405,034
122,680
(4,389)

59,842

173,601

-

$ 464,876
$ 296,281
$ (4,389)

$ 3,449,871
$ -
$ -

559,213
11,524
-
Exchange
Differences
Closing Balance
$ (2,187) $ 119,711
-
228,910

-
41,532
-
21,845
(319)
18,477
(47)
6,362

(1,047)

82,888

(3,600)
519,725

(2,917)

230,526
$ (6,517)
$ 750,251
$ -
$ 3,449,871
-
570,737
(Continued)
  • 66 -
Unappropriated earnings
of subsidiaries

Defined benefit obligation
Other financial assets and
liabilities
Property, plant and
equipment
Allowance for doubtful
accounts
Fair value adjustment of
investment properties

Associates

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 696,105
$ (251,331) $ -


292,794
1,646
(93,580)
61,648
53,065
-
30,088
285
-
151
-
-
1,671,937
1,276,566
-

65,523

(5,662)

-

$ 6,827,330
$ 1,086,093
$ (93,580)
Exchange
Differences
Closing Balance
$ (675) $ 444,099

-
200,860
-
114,713
(21,116)
9,257
-
151
-
2,948,503

19,131

78,992
$ (2,660)
$ 7,817,183
(Concluded)

For the year ended December 31, 2014

Deferred tax assets
Temporary differences
Allowance for doubtful
accounts

Other financial assets
and liabilities
AFS financial assets
Defined benefit
obligation
Property, plant and
equipment
Others

Tax losses


Deferred tax liabilities
Temporary differences
Land value increment
tax

Finance leases
Unappropriated
earnings of
subsidiaries
Defined benefit
obligation
Other financial assets
and liabilities
Property, plant and
equipment
Allowance for doubtful
accounts
Fair value adjustment
of investment
properties
Associates

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 85,494 $ (6,524 ) $ -
54,435
90,863
-
55,454
-
(7,094 )
21,875
(726 )
510
30,836
(5,056 )
-

85,041

(2,024)

-

333,135
76,533
(6,584 )

60,561

(2,690)

-

$ 393,696
$ 73,843
$ (6,584)

$ 3,449,871 $ - $ -
541,605
17,608
-
412,708
281,262
-
291,498
116
1,265
-
61,648
-
52,075
(17,880 )
-
151
-
-
892,989
772,530
6,418

-

-

-

$ 5,640,897
$ 1,115,284
$ 7,683
Acquisition
Through
Business
Combination
$ -

-

-

-

-

-


-

-

$ -

$ -

-

-

-

-

-

-

-

56,404

$ 56,404
Exchange
Differences
$ 4,664

-

-

-

(5,229 )

2,515


1,950

1,971

$ 3,921

$ -

-

2,135

(85 )

-

(4,107 )

-

-

9,119

$ 7,062
Closing
Balance
$ 83,634

145,298

48,360

21,659

20,551

85,532


405,034

59,842

$ 464,876

$ 3,449,871

559,213

696,105

292,794

61,648

30,088

151

1,671,937

65,523

$ 6,827,330
  • 67 -

  • e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expire in 2018

Expire in 2019
Expire in 2020
Expire in 2021
Expire in 2022
Expire in 2023
Expire in 2024
Expire in 2025
No expiration

December 31 December 31


2015
$ 564,458

636,703
328,240
222,721
263,267
28,481
60,931
307,370

23,593

$ 2,435,764
2014
$ 567,043
638,434
-
222,721
247,556
27,752
60,568
-

34,838
$ 1,798,912
  • f. Information about unused loss carry-forward

Loss carryforwards as of December 31, 2015 comprised of:

Unused Amount Unused Amount Expiry Year
$ 16,121 2016
28,820 2017
564,458 2018
664,867 2019
1,019,511 2020
222,721 2021
263,267 2022
28,481 2023
60,931 2024
307,370 2025
223,859 -
$ 3,400,406
  • g. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2015 and 2014, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $5,019,995 thousand and $5,240,203 thousand, respectively.

  • h. Integrated income tax

Imputation credits accounts

December 31 December 31
2015
$ 1,069,775
2014
$ 1,122,535
(Continued)
  • 68 -
Unappropriated earnings
Generated before January 1, 1998

Generated on and after January 1, 1998

**December 31 ** **December 31 **


2015
$ 1,609,933

14,641,879

$ 16,251,812
2014
$ 1,574,816

20,531,767
$ 22,106,583
(Concluded)

The creditable ratio for distribution of earnings of 2015 and 2014 was 8.45% (expected ratio) and 8.80%, respectively.

Under the Income Tax Law, for distribution of earnings generated after January 1, 1998, the imputation credits allocated to ROC resident shareholders of the Corporation was calculated based on the creditable ratio as of the date of dividend distribution. The actual imputation credits allocated to shareholders of the Corporation was based on the balance of the Imputation Credit Accounts (ICA) as of the date of dividend distribution. Therefore, the expected creditable ratio for the 2015 earnings may differ from the actual creditable ratio to be used in allocating imputation credits to the shareholders.

  • i. The latest years of income tax returns which had been examined and cleared by the tax authorities were as follows:
Company
ACC
DCI
YTRMC
YSRMC
FMT
AEE
AIC
FDT
YLPPC
FSMS
NHC
CHP
YLSS
YLT
Year
2012
2013
2013
2013
2013
2013
2012
2013
2013
2013
2013
2013
2013
2013

35. EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31

2015
$ 1.55

$ 1.32
2014
$ 2.98
$ 2.65
  • 69 -

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:

Net Profit for the Year


Profit for the period attributable to owners of the Corporation

Effect of potentially dilutive ordinary shares:
Convertible bonds

Earnings used in the computation of diluted earnings per share from
continuing operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2015
$ 4,860,241

(305,786)

$ 4,554,455
2014
$ 9,361,635

(266,454)
$ 9,095,181

Weighted average number of ordinary shares outstanding (in thousand shares):


Weighted average number of ordinary shares in computation of basic
earnings per share

Effect of potentially dilutive ordinary shares:
Convertible bonds
Employees’ compensation or bonus issue to employees

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended For the Year Ended December 31


2015
3,141,845

300,593
9,258

3,451,696
2014
3,142,158
281,136

10,889
3,434,183

The weighted average number of ordinary shares used in the computation of basic earnings per share is the weighted average outstanding shares after subtracting the shares of the Corporation held by the associates treated as treasury stock.

When an entity pays employee compensation or bonuses that may be settled in shares or cash at the entity's option, the entity shall presume that the employee compensation or bonuses will be settled in shares, and the resulting potential shares shall be included in diluted earnings per share if the effect is dilutive. The number of shares is estimated by dividing the entire amount of the compensation or bonus by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

36. BUSINESS COMBINATIONS

a. Subsidiary acquired - SLCL

The Group entered into a Share Transfer Agreement on April 16, 2014 to acquire 100% equity interest in SLCL for the purpose of capacity expansion. The main operation of SLCL is manufacture and trade of cement. Considerations transferred through the acquisition amounted to RMB968,148 thousand (equivalent to NT$4,739,333 thousand) in total, of which RMB90,690 thousand remains outstanding as of the reporting date and accounted for as other payable. Please refer to Note 26. The date of acquisition is April 30, 2014.

  • 70 -

1) Assets acquired and liabilities assumed at the date of acquisition

Assets acquired and liabilities assumed at the date of acquisition
April 30, 2014
Current assets
Cash and cash equivalents $ 1,324,774
Trade receivables, notes receivable and other receivables 781,827
Inventory 437,601
Prepayments 23,127
Non-current assets
Property, plant and equipment 6,305,954
Intangible assets 412,596
Long-term prepayments for lease 471,413
Current liabilities
Short-term borrowings (450,364)
Accounts payable and accrued expenses (3,751,577)
Other payable (1,800,149)
Current tax liabilities (8,521)
Advances received (102,054)
Current portion of long-term liabilities (547,241)
Non-current liabilities
Long-term debts (930,099)
Deferred tax liability (56,404)
Other non-current liability
(84,703)
$ 2,026,180
  • 2) Goodwill arising on acquisition
April 30, 2014
Consideration transferred $ 4,739,333
Less: Fair value of identifiable net assets acquired (2,026,180)
Goodwill arising on acquisition $ 2,713,153

Goodwill arose in the acquisition of SLCL because the cost of the combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of SLCL. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

  • 3) Net cash outflow on acquisition of subsidiaries
Net cash outflow on acquisition of subsidiaries
April 30, 2014
Consideration paid in cash (the acquisition consideration amounted to
RMB968,148 thousand less outstanding amount of RMB90,690 thousand) $ 4,295,381
Less: Cash and cash equivalent balances acquired (1,324,774)
$ 2,970,607
  • 71 -

4) Impact of acquisitions on the results of the Group

The results of the acquired companies since the acquisition date included in the consolidated statements of comprehensive income were as follows:


statements of comprehensive income were as follows:
From May 1,
2014 to
December 31,
2014
Operating income
SLCL and its subsidiary $ 2,676,409
Comprehensive income
SLCL and its subsidiary 405,183

Had the business combination been in effect at the beginning of the annual reporting period, the Group’s revenue from continuing operations would have been NT$78,982,731 thousand, and the profit from continuing operations would have been NT$10,939,367 thousand for the year ended December 31, 2014. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2014, nor is it intended to be a projection of future results.

In determining the pro-forma revenue and profit of the Group had SLCL been acquired at the beginning of the current reporting period, management calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements.

b. Subsidiaries acquired - YLT and PEREZ

The Corporation acquired another 1.61% share of YLT from YYI on December 23, 2014 to have an enhanced business management and equity strategy. The consideration transferred to YYI amounted to NT$8,440 thousand. After the share purchase, the Corporation’s equity in YLT increased from 49.39% to 51% and the Corporation thus acquired control power over YLT. On the date of acquisition, the Corporation remeasured its previously held 49.39% equity interest in YLT amounting to NT$237,112 thousand, to the acquisition-date fair value of NT$257,892 thousand, and the resulting difference, NT$20,780 thousand, was recognized as gain on disposal of investments.

On October 1, 2014, the Corporation subscribed for additional new shares of PEREZ, which is an investment accounted for using equity method, at a percentage different from its existing ownership percentage. After the share subscription, the Corporation’s percentage of ownership in PEREZ increased to 64.5% and the Corporation thus obtained the control over PEREZ. As a result, PEREZ is included in the consolidated financial statements from the acquisition date.

1) Assets acquired and liabilities assumed at the date of acquisition

YLT PEREZ
Current assets
Cash and cash equivalent
$ 62,649
$
67,670
Financial assets at fair value through profit or loss - current 23,397 -
Debt investments with no active market - current 12,000 -
Trade receivables, notes receivable and other receivables 30,539 40,054
Inventory 9,751 37,152
Prepayments 3,957 -
(Continued)
  • 72 -
Non-current assets
Available-for-sale financial assets - non-current

Investment accounted for using equity method
Property, plant and equipment
Deferred tax assets
Other non-current assets
Current liabilities
Accounts payable and accrued expenses
Current tax liabilities
Other current liabilities
Non-current liabilities
Provisions - non-current
Net defined benefit liabilities - non-current
Other non-current liabilities

YLT
$ 32,553

316,770
46,105
59
41
(36,975)

(1,680)
(2,593)
(2,000)
(13,018)
(18)

$ 481,537
PEREZ
$ -
-
72,330
-
76,946
(137,531)
-
-
-
-

-
$ 156,621
(Concluded)

2) Goodwill arising on acquisition

Consideration transferred

Plus: Fair value of previously held equity interest in acquiree
Plus: Fair value of non-controlling interests
Less: Fair value of identifiable net assets acquired

Goodwill arising on acquisition
YLT
$ 8,440
257,892
235,985
(481,537)
$ 20,780

Goodwill in the acquisition of YLT arose from the control premium included in the cost of the combination. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth and future market development. These benefits do not meet the recognition criteria for identifiable intangible assets, and are recognized as goodwill.

  • 3) Net cash inflow on acquisition of subsidiaries
Consideration paid in cash
Less: Cash and cash equivalent balances acquired
YLT
$ 8,440
(62,649)
$ 54,209
PEREZ
$ -
(67,670)
$ 67,670

37. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

On March 27, 2014, the Corporation acquired an additional 49% interest of YLSS from related party Far Eastern Asset Management Co., Ltd. As a result, the Corporation’s percentages of ownership in YLSS increased from 51% to 100%.

  • 73 -

The above transaction was accounted for as equity transactions, since the Group did not cease to have control over YLSS.

Cash consideration paid

The proportionate share of the carrying amount of the net assets of the subsidiary
transferred from non-controlling interests

Difference arising from equity transaction
EISF
$ (723,240)

807,951
$ 84,711

On September 5, 2014, upon the exercise of ACCHC’s employee share options, the Group’s percentages of ownership in ACCHC decreased from 72.49% to 72%. The above transactions were accounted for as equity transactions, since the Group did not cease to have control over ACCHC. The differences arising from equity transactions were adjusted to capital surplus. Please refer to Note 30.

38. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, other equity and non-controlling interests).

The Group is not subject to any externally imposed capital requirements.

Key management personnel of the Group review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, and the amount of new debt issued or existing debt redeemed.

39. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments that are not measured at fair value

December 31, 2015

December 31, 2015
Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost

Bonds payable (included
current portion)
$ 21,739,937
Fair Value
Level 1
Level 2
Level 3
Total
















$ 21,978,176 $ - $ - $ 21,978,176
  • 74 -

December 31, 2014

December 31, 2014
Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost

Bonds payable (included
current portion)
$ 23,454,895
Fair Value
Level 1
Level 2
Level 3
Total
















$ 24,294,042 $ - $ - $ 24,294,042
  • b. Fair values of financial assets and liabilities that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2015

Financial assets at FVTPL
Beneficiary certificate

Listed stocks
Cross-currency swap
contracts


Available-for-sale financial
assets
Listed stocks

Overseas listed stocks
Mutual funds
Overseas bonds


December 31, 2014
Financial assets at FVTPL
Beneficiary certificates

Listed stocks
Cross-currency swap
contracts

Level 1
$ 288,546
62,927

-

$ 351,473

$ 11,170,435
1,802,850
226,355

532,371

$ 13,732,011

Level 1
$ 299,710
81,335

-

$ 381,045
Level 2
$ -

-

-

$ -

$ -

-

1,982,956

-

$ 1,982,956

Level 2
$ -

-

-

$ -
Level 3
$ -

-

679,497

$ 679,497

$ -

12,285,264

-

-

$ 12,285,264

Level 3
$ -

-

362,637

$ 362,637
Total
$ 288,546

62,927

679,497
$ 1,030,970
$ 11,170,435

14,088,114

2,209,311

532,371
$ 28,000,231
Total
$ 299,710

81,335

362,637
$ 743,682

(Continued)

  • 75 -
Available-for-sale financial
assets
Listed stocks

Overseas listed stocks
Overseas bonds
Mutual funds


Financial liabilities at
FVTPL
Convertible bonds options
Level 1
$ 13,371,622
13,327,329
847,085

283,405

$ 27,829,441


$ -
Level 2
$ -

-

-

2,483,614

$ 2,483,614


$ -
Level 3
$ -

-

-

-

$ -


$ 561,086
Total
$ 13,371,622

13,327,329

847,085

2,767,019
$ 30,313,055
$ 561,086
(Concluded)

CSCGL’s board of directors made an announcement on April 16, 2015 that CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement under the rules of the Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2015, trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Group engaged third party qualified valuers for fair value measurements of CSCGL’s securities, and transferred the investment from Level 1 to Level 3.

There were no transfers between Levels 1 and 2 in the prior period.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2015


Balance at January 1, 2015

Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive income
(included in unrealized gain (loss) on
available-for-sale financial assets)
Purchases
Disposals

Transfers into Level 3

Balance at December 31, 2015
Financial Instruments at
Fair Value Through Profit or Loss
Financial Assets
Financial
Liabilities
$ 362,637
$ (561,086)
316,860
561,086
-
-

7,314,784
-
(7,314,784)
-

-

-

$ 679,497
$ -
Available-
for-sale
Equity
Instruments
$ -

-
(3,036,180)
-
-

15,321,444

$ 12,285,264
Total
$ (198,449)
877,946
(3,036,180)
7,314,784
(7,314,784)
15,321,444
$ 12,964,761
Financial Assets
$ 362,637

316,860
-
7,314,784
(7,314,784)

-

$ 679,497



  • 76 -

For the year ended December 31, 2014

Financial Instruments at Fair Value through Profit or Loss

Financial Assets
Balance at January 1, 2014
$ 122,957
Recognized in profit or loss (included in
other gains and losses)
362,637
Purchases
27,169,163
Disposals
(27,292,120)

Balance at December 31, 2014
$ 362,637
Financial
Liabilities
$ (1,215,049)

640,579

-

13,384

$ (561,086)
Total
$ (1,092,092)

1,003,216

27,169,163
(27,278,736)
$ (198,449)
  • 3) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

Financial Instruments

Valuation Techniques and Inputs

Mutual funds The Group uses net asset value as valuation technique to determine the fair value as the Group has determined that the net asset value of the mutual fund represents fair value at the end of the reporting period.

  • 4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

  • a) The fair values of convertible bonds options and exchangeable bonds options are determined using the information available from the counterparty for evaluation based on the option pricing model. The option pricing model incorporates the present value techniques and reflects both the time value and the intrinsic value of options.

  • b) The fair value of cross currency swap contracts is determined using the information available from the counterparty for evaluation. The counterparty measures the fair value of a cross currency swap contracts using the discounted cash flows model. Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward rates and discounted at rates that reflected the credit risk of various counterparties.

  • c) The fair values of listed equity securities under security trading suspension were determined by using the weighted average of values calculated under market-based approach and market value approach. In market-based approach, the fair value of the investee was measured by weighted average multiple value of EV/Sales (i), EV/EBITDA (ii) and P/B (iii) of other comparable listed companies. In market value approach, the fair value is estimated based on the closing price before security suspension. Liquidity risk parameters need to be taken into account when using these approaches.

    • i. EV/Sales: Enterprise value/sales ii. EV/EBITDA: Enterprise value/earnings before interest, taxes, and amortization

    • iii. P/B: Price-to-book ratio

  • 77 -

  • c. Categories of financial instruments

Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)

Loans and receivables (1)
Available-for-sale financial assets (2)
Financial liabilities
Fair value through profit or loss (FVTPL)
Derivative instruments in designated hedge accounting
relationships
Amortized cost (3)
December 31
2015
2014
$ 1,030,970 $ 743,682
36,645,030
41,515,826
29,367,748
31,745,982
-
561,086
-
14,854
104,008,163 110,076,171
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, and trade, notes and other receivables.

  • 2) The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term bills payable, trade and other payable, and bonds issued.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, trade receivable, trade payables, bonds payable, and borrowings. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group sought to mitigate the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Group’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, financial derivatives and non-derivative financial instruments, and investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into cross-currency swap contracts and interest rate swap contracts to mitigate its exposure to foreign currency risk and interest rate risk.

As at the end of reporting period, the Group entered into cross-currency swap contracts with notional amount of US$220,000 thousand to mitigate cash flow risk due to exchange rate fluctuation.

  • 78 -

  • a) Foreign currency risk

Several subsidiaries of the Corporation had foreign currency sales and purchases and foreign currency financing activities, which exposed the Group to foreign currency risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 44.

Sensitivity analysis

The Group was mainly exposed to the RMB and USD.

The following table details the Group’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies. The sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items less notional amounts of cross-currency swap assuming a 5% change in foreign currency rates at the end of the reporting period. A positive number below indicates an increase in pre-tax profit assuming the New Taiwan dollars strengthened by 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances shown below would be negative.

Profit or loss
RMB Impact
For the Year Ended
December 31
2015
2014
$ 58,571 $ 49,710
USD Impact
For the Year Ended
December 31
2015
2014
$ (1,014,861) $ (1,784,893)

b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings, and using interest rate swap contracts and forward interest rate contracts.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2015
2014
$ 6,787,646 $ 11,553,123
50,854,282
47,519,269
10,626,012
6,893,547
44,152,663
51,854,296

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period.

  • 79 -

If interest rates had been 0.01% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2015 and 2014 would have decreased/increased by $3,924 thousand and $3,955 thousand, respectively, mainly due to the Group’s exposure to interest rates on its variable-rate bank borrowings and bank deposits’ interest revenue and expenses.

c) Other price risk

The Group was exposed to price risk through its investments in listed equity securities, corporation bonds and beneficiary certificates of funds.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to investment position price risks at the end of the reporting period.

If investment position prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2015 and 2014 would have increased/decreased by $3,515 thousand and $3,810 thousand, respectively, as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the years ended December 31, 2015 and 2014 would have increased/decreased by $157,150 thousand and $303,131 thousand, respectively, as a result of the changes in fair value of available-for-sale shares.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation could reach the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. The Group uses publicly available financial information and its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored.

The counterparties in trade receivables consist of vast clients that scatter in different industries and regions. The Group evaluates clients’ financial condition continuously.

Credit risk represents the potential impact to financial assets that the Group might encounter if counterparties or third parties breach the contracts. The Group evaluated credit risk exposure for contracts with positive carrying value. The Group evaluated the credit risk exposure as immaterial because all counterparties are reputable financial institutions and companies with good credit ratings.

  • 3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

  • 80 -

  • a) Liquidity and interest rate tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows.

To the extent that interest rates are floating, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2015

The Effective
Interest Rates
(%)

Non-derivative financial
liabilities
Non-interest bearing

Variable interest rate
liabilities
1.72
Fixed interest rate liabilities
1.26


December 31, 2014
The Effective
Interest Rates
(%)

Non-derivative financial
liabilities
Non-interest bearing
-

Variable interest rate
liabilities
1.94
Fixed interest rate liabilities
1.48

On Demand or
Less than
1 Month
$ 4,153,399
1,059,272

14,694,181

$ 19,906,852

On Demand or
Less than
1 Month
$ 3,525,681
2,715,002

13,169,166

$ 19,409,849
1-3 Months
$ 3,125,886

3,330,039

7,747,076

$ 14,203,001

1-3 Months
$ 3,545,246

5,710,523

9,902,748

$ 19,158,517
3 Months to
1 Year
$ 1,165,980

14,169,378

13,842,315

$ 29,177,673

3 Months to
1 Year
$ 3,380,342

20,453,234

269,948

$ 24,103,524
1-5 Years
$ 674,395

25,593,974

14,570,710

$ 40,839,079

1-5 Years
$ 461,046

22,960,683

24,177,407

$ 47,599,136
5+ Years
$ 63,758

-

-
$ 63,758

5+ Years
$ 60,064

-

-
$ 60,064

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities were subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

  • b) Liquidity and interest rate tables for derivative financial liabilities

The following table detailed the Group’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

December 31, 2015

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Foreign exchange forward
contracts
$ -
$ (11,453)
$ (10,121)
1-5 Years
$ -
  • 81 -

December 31, 2014

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Interest rate swaps
$ 4,293
$ -
$ 10,569

Foreign exchange forward
contracts

-
(10,035)
(29,778)

$ 4,293
$ (10,035)
$ (19,209)
1-5 Years
$ -
(19,852)
$ (19,852)

40. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

The related party transactions were conducted under normal terms.

  • a. Operating Transactions

Operating revenue
Associates

Others

Joint ventures

Operating cost
Associates

Others

Joint ventures
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2015
$ 915,881

$ 1,040,858

$ 555,216

$ 787,703

$ 739,010

$ 429,198
2014
$ 1,373,866
$ 1,552,836
$ -
$ 1,030,888
$ 769,524
$ 498,314

Receivables from related parties (including notes receivable, trade receivable and other receivables):

Associates

Others
Joint ventures

**December 31 ** **December 31 **


2015
$ 156,893

2,553,508

280,385

$ 2,990,786
2014
$ 237,104
2,644,567

244
$ 2,881,915
  • 82 -

Payables to related parties:

Associates

Others
Joint ventures

December 31 December 31


2015
$ 94,214

68,757
91,665

$ 254,636
2014
$ 83,027
82,229

91,408
$ 256,664

Note: Other related parties’ relationship mainly include associates’ subsidiaries, legal person in which the chairman is the same as the Corporation’s chairman and the director is also the Corporation’s chairman.

The outstanding trade payables and receivables from related parties are unsecured. No expense was recognized for the years ended December 31, 2015 and 2014 for allowance for impairment of trade receivables with respect to the amounts owed by related parties.

  • b. Transactions with FEIB
Transactions with FEIB
Bank deposits*

Bank loans

Cross-currency swap contracts
December 31


2015
$ 4,481,118

$ 2,515,000

$ 92,993
2014
$ 4,369,427
$ 1,865,000
$ 49,664

At the end of the reporting period, notional amounts of outstanding cross-currency swap contract as of December 31, 2015 and 2014, were US$30,000 thousand.

  • The balances included amounts recognized in debt investments with no active market and other non-current assets (refundable deposits).

  • c. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2015 and 2014 were as follows:

Short-term employee benefits

Post-employment benefits

For the Year Ended For the Year Ended December 31


2015
$ 200,436

864

$ 201,300
2014
$ 308,508

712
$ 309,220

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

  • 83 -

  • d. Other transactions with related parties

  • 1) Operating expense - rental

1) Operating expense - rental

Associates
2) Investment properties acquired

Associates
**For the Year Ended December 31 **
2015
2014
$ 41,194
$ 44,616
**For the Year Ended December 31 **
2015
$ 550
2014
$ -
  • 3) The nature of the Group’s transaction with OFSPC is acquisition or disposal of OPAS Fund Segregated Portfolio’s overseas fund through OFSPC’s platform. The portfolio’s decision was made and managed by the investment committee which is composed of the Corporation and other investors. The Group’s investment through OFSPC’s platform for the year ended December 31, 2014 included acquisition of NT$486,720 thousand and disposal of NT$516,450 thousand as well as gain on disposal of NT$53,299 thousand, and for the year ended December 31, 2015 included disposal of NT$543,570 thousand as well as gain on disposal of NT$82,256 thousand.

41. OPERATING LEASE ARRANGEMENTS

  • a. The Group as lessee

Operating leases relate to leases of land with lease terms between 5 and 10 years. All operating lease contracts over 5 years contain clauses for 5-yearly market rental reviews. The Group does not have a bargain purchase option to acquire the leased land at the expiration of the lease periods.

The total of refundable deposits which were paid under operating lease contracts at December 31, 2015 and 2014, were $15,372 thousand and $12,581 thousand, respectively.

The future minimum lease payments of non-cancellable operating lease commitments were as follows:

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

December 31 December 31


2015
$ 253,336

727,189
3,233,647

$ 4,214,172
2014
$ 363,126
647,589

3,822,008
$ 4,832,723

The Group recognized expenses of lease payment under above operating lease contracts were $373,576 thousand and $326,816 thousand for the years ended December 31, 2015 and 2014, respectively.

Please refer to Note 21 for the information of land use right the Group leased which located in Mainland China, Hong Kong, Singapore and Vietnam.

  • b. Please refer to Notes 12 and 18 for the information of the Group as lessor.

  • 84 -

42. ASSETS PLEDGED OR MORTGAGED

The following assets are pledged or mortgaged as collaterals for certain short-term loans and long-term liabilities or as collaterals for purchase from suppliers.

Investments accounted for using equity method

Investment properties
Property, plant and equipment (Note)
Debt investment with no active market
Available-for-sale financial assets - noncurrent

December 31 December 31


2015
$ 17,105,990
13,689,446
10,778,793
910,420

155,125

$ 42,639,774
2014
$ 9,663,635

13,335,176

15,230,086

1,446,807

239,700
$ 39,915,404

Note: Include the amount of financial lease receivables which CHP regarded as financial lease.

43. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENT

As of December 31, 2015, the Corporation and its subsidiaries had the following significant commitments and contingencies:

  • a. Unused letters of credit of US$10,120 thousand, JPY2,600 thousand, EUR460 thousand and FRF56 thousand.

  • b. Guarantees of notes issued for related parties:

The Corporation
AIC

DCI
NHC
YLPPC
AEE
YSRMC


DCI
FSMS

ACCHC
PIHPL
$ 11,988,750
8,425,075
1,304,500
534,511
481,100

150,000
$ 22,883,936
$ 130,000
$ 983,250
  • c. CHP entered into agreements on the following transactions:

  • 1) Purchase of natural gas from Chinese Petroleum Corporation.

  • 2) Electricity purchase from and sale to Taiwan Power Company.

  • 3) Long-term service from General Electric International, Inc.

  • d. The estimated payments for construction of building plants, land access, plant and machinery of JYDC and WYXC in the future amount to RMB592,694 thousand.

  • 85 -

  • e. YSRMC supplied ready-mixed concrete to Da Cin Construction Co., Ltd. (“Da Cin”) during 2003. The owner of the project under construction demanded Da Cin to take responsibility to repair the construction flaws. Da Cin requested YSRMC to compensate the loss and damage on the construction. However, Da Cin and YSRMC did not reach an agreement from year 2006 to 2009. Da Cin filed an appeal and requested YSRMC to indemnify NT$22,881 thousand in April 2010. In July 2014, the local court concluded that YSRMC has to pay indemnity in the amount of NT$17,642 thousand. In years 2010 and 2014, YSRMC had estimated related compensation loss, accounted for as provisions, of NT$13,800 thousand and NT$3,840 thousand, respectively. YSRMC had also filed an appeal against the court’s decision in October 2014. Later, Da Cin requested additional compensation of NT$137,544 thousand in the second instance and the total damage compensation claimed was NT$160,425 thousand together with the amount in the first instance. As of the date the financial statements were authorized for issue, the case has not come to trial so YSRMC cannot make reasonable estimate about the judgment. YSRMC did not recognize additional compensation loss for the year ended December 31, 2015.

  • f. On March 13, 2013, the No. 1114 Commissioners’ Meeting of Fair Trade Commission resolved that independent power producers violated Article 14, Paragraph 1 of Fair Trade Act due to the rejection of power purchase rate adjustment with Taipower Company and fined CHP NT$400,000 thousand. The penalty is payable in 60 monthly installments and covered by a long-term note payable. Accordingly, the Corporation recognized penalty expenses, which is included in other losses in the consolidated financial statements for the year ended December 31, 2013. CHP had filed an appeal on April 17, 2013.

On September 12, 2013, the Petitions and Appeals Committee of the Executive Yuan rescinded the imposition of penalty (the “Penalty Disposition”) and advised the Fair Trade Commission to impose more appropriate disposition with refund of penalty paid by CHP. However, CHP’s appeal against the imposition of illegal concerted action among independent power producers (the “Act Disposition”) was dismissed.

Regarding the Penalty Disposition, the Fair Trade Commission resolved a penalty of NT$370,000 thousand on November 13, 2013. CHP thus adjusted the penalty expenses in other loss for the year ended December 31, 2013. The disposition was revoked again by the Petitions and Appeals Committee on May 9, 2014. Then the Fair Trade Commission imposed a penalty of NT$364,000 thousand on July 9, 2014. CHP recognized a reversal gain amounted to NT$6,000 thousand in other income for the year ended December 31, 2014 and issued a long-term note payable in 60 installments for the penalty in accordance with the disposition. In addition, CHP also filed an appeal to defend its interest on August 11, 2014.

On December 11, 2014, Letter from the Petitions and Appeals Committee indicates that the filing of appeal against the Penalty Disposition is suspended until the administrative court makes the final judgment of the Act Disposition.

Regarding the Act Disposition, CHP filed an administrative litigation to Taipei High Administrative Court against the dispositions of the Fair Trade Commission on November 7, 2013. The Taipei High Administrative Court entered a final judgment in favor of CHP on October 29, 2014. Nevertheless, the Fair Trade Commission filed an appeal with the Supreme Administrative Court. The Supreme Administrative Court dismissed the judgment made by the Taipei High Administrative Court on July 2, 2015 and returned it back to the Taipei High Administrative Court for re-examination.

  • 86 -

  • g. On March 15, 2013, Letter No. 102035 from the Fair Trade Commission indicated concerted action among CHP and other independent power producers due to the rejection of power purchase rate adjustment with Taipower Company. Accordingly, Taipower Company filed a civil mediation and civil litigation appeal with the Taipei District Court in August 2015. Later, in September 2015, Taipower Company filed an administrative litigation with Taipei High Administrative Court and requests CHP to compensate the damage caused which amounted to NT$1.4 billion plus interest from November 11, 2007 to the settlement date with a 5% annual interest rate. CHP considers Taipower Company did not have basis to claim damage compensation because there is no infringement intended due to the fact that the bilateral rights and obligations are subject to the power purchase and sales contract. In addition, Taipower Company’s indemnity claim falls under the jurisdiction of civil courts instead of administrative courts; therefore, the Taipei High Administrative Court is not competent to try the case.

CHP and Taipower Company did not reach an agreement in the civil mediation council meeting held on October 7, 2015. Later, Taipower Company included the damage compensation claimed in the civil mediation in the administrative litigation appeal and the total compensation claimed in the statement of the administrative litigation amounted to NT$3.75 billion plus interest from November 11, 2007 to the settlement date with a 5% annual interest rate. On November 27, 2015, the administrative court indicated that the litigation proceedings are suspended until the administrative court makes the final judgment of the Act Disposition. Besides, the civil proceedings will be heard in Taipei District Court.

CHP did not consider the payment of the indemnity will be possible unless Taipower Company can provide proof that the damage was caused by CHP and their appeal is not filed beyond the statute of limitation. As of the date the financial statements were authorized for issue, the amount of the compensation cannot be reasonably estimated since Taipower Company only claims for the minimum payment. Furthermore, CHP can hardly assess the possible impact that the case will have on its financial position on the early stage. CHP did not recognize any contingent liabilities.

44. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCY

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2015

Foreign New Taiwan New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $ 232,091
5.0473
$ 1,171,430
USD 324,683
32.775
10,641,490
HKD 2,011
4.205
8,455
AUD 2,699
23.87
64,417
Non-monetary items
USD 65,295
32.775
2,140,037
HKD 3,256,727
4.205
13,694,537
Financial liabilities
Monetary items
USD 1,163,973
32.775
38,149,201
  • 87 -

December 31, 2014

December 31, 2014
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $ 192,517
5.1642
$ 994,203
USD 336,568
31.6
10,635,555
HKD 50,309
4.05
203,753
AUD 2,623
25.79
67,646
Non-monetary items
USD 83,433
31.6
2,636,486
HKD 3,154,187
4.05
12,774,456
Financial liabilities
Monetary items
USD 1,721,248
31.6
54,391,423

For the years ended December 31, 2015 and 2014, the total amounts of realized and unrealized net foreign exchange gains (losses) were $(1,976,585) thousand and $(556,001) thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency because of the variety of the foreign currency transactions and functional currencies of the group entities.

45. SEPARATELY DISCLOSED ITEMS

Following are the additional disclosures required by the Securities and Futures Bureau for the Corporation and investees:

  • a. Financing provided to others: Table 1 (attached).

  • b. Endorsement/guarantee provided: Table 2 (attached).

  • c. Marketable securities held (excluding investment in subsidiaries, associates and jointly controlled entities): Table 3 (attached).

  • d. Marketable securities acquired and disposed of at costs or prices at least $300 million or 20% of the paid-in capital: Table 4 (attached).

  • e. Acquisition of individual real estate at costs of at least $300 million or 20% of the paid-in capital: None.

  • f. Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital: None.

  • g. Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: Table 5 (attached).

  • h. Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital: Table 6 (attached).

  • i. Names, locations, and related information of investees on which the Corporation exercises significant influence (excluding investee companies in Mainland China): Table 7 (attached).

  • 88 -

  • j. Derivative financial instrument transactions

  • 1) The Corporation: Please refer to Note 7.

  • 2) ACCHC entered into interest rate swap for the years ended 2015 and 2014 to manage exposure due to floating interest rate. There was no outstanding contract as of December 31, 2015.

  • k. Information on investments in Mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 8)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • l. Business relationships and significant intercompany transactions: Table 9 (attached).

46. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group’s reportable segments were as follows: Cement, electric power, investment, engineering, transportation, stainless steel and leasing.

  • 89 -

  • a. Segment revenues and results

Reportable operating segments’ revenues and profits are as follows:

Cement

Electric power
Investment
Engineering
Transportation
Stainless steel
Leasing


Non-operating income and
expenses
Income before income tax
Segment Revenue
Years Ended December 31
2015
2014
$ 52,017,617 $ 61,112,156
7,026,295
9,805,830
550,815
400,043
461,328
429,918
1,694,491
1,648,250
4,163,902
3,899,411

373,032

387,673

$ 66,287,480
$ 77,683,281

Segment Profit Segment Profit
Years Ended December 31


2015
$ 52,017,617
7,026,295
550,815
461,328
1,694,491
4,163,902

373,032

$ 66,287,480








2015
$ 2,277,287

1,301,438

194,273

69,291

266,769

(269,029)

199,916

4,039,945

2,774,213

$ 6,814,158
2014
$ 6,632,661

1,001,958

35,780

40,016

305,723

18,900

213,366

8,248,404

5,471,335
$ 13,719,739

Segment revenue reported above represents revenue generated from external customers.

  • b. Segment assets and liabilities, and other segment information

The Group does not report segment assets and liabilities or other segment information to the chief operating decision maker. Therefore, no information is disclosed here.

  • c. Geographical information

The Group operates principally in Taiwan and China. The Group and its subsidiaries’ revenue from continuing operations from external customers and information about its noncurrent assets by geographical location are detailed below.

China

Taiwan
Others

Revenue from External
Customers
Years Ended December 31
2015
2014
$ 32,622,468 $ 40,833,240
28,397,470
31,865,369

5,267,542

4,984,672

$ 66,287,480
$ 77,683,281
Noncurrent Assets Noncurrent Assets
December 31,


2015
$ 32,622,468
28,397,470

5,267,542

$ 66,287,480



2015
$ 62,995,237

47,225,642

741,365

$ 110,962,244
2014
$ 67,051,567

45,650,532

671,754
$ 113,373,853

Revenue was categorized depending on customers’ location. Noncurrent assets excluded those classified as held for sale, financial instruments, deferred tax assets, post-employment benefit assets, and assets arising from insurance contracts.

  • d. Information of major customers
Information of major customers
Taiwan Power Company
2015
Amount
%
$ 7,026,295
11
2014
Amount
%
$ 9,805,830
13
  • 90 -

TABLE 1

ASIA CEMENT CORPORATION AND INVESTEES

FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate
Financing Limits
(Note 1)
Item Value
1 ACCHC YYDCCL
JYDC
JYDC
HYDCCL
SIYDCCL
WYDC
FENC
FENC
Yuan Ding
(Shanghai)
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
US$56,000 thousand
(equivalent to
NT$1,835,400
thousand)
US$137,000
thousand
(equivalent to
NT$4,490,175
thousand)
RMB372,000
thousand
(equivalent to
NT$1,877,590
thousand)
US$135,000
thousand
(equivalent to
NT$4,424,625
thousand)
US$160,000
thousand
(equivalent to
NT$5,244,000
thousand)
US$17,000 thousand
(equivalent to
NT$557,175
thousand)
US$136,000
thousand
(equivalent to
NT$4,457,400
thousand)
RMB205,000
thousand
(equivalent to
NT$1,034,692
thousand)
RMB217,600
thousand
(equivalent to
NT$1,098,291
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$35,000 thousand
(equivalent to
NT$1,147,125
thousand)
RMB186,000
thousand
(equivalent to
NT$938,794
thousand)
US$50,000 thousand
(equivalent to
NT$1,638,750
thousand)
US$80,000 thousand
(equivalent to
NT$2,622,000
thousand)
-
US$68,000 thousand
(equivalent to
NT$2,228,700
thousand)
RMB205,000
thousand
(equivalent to
NT$1,034,692
thousand)
RMB108,800
thousand
(equivalent to
NT$549,144
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$35,000 thousand
(equivalent to
NT$1,147,125
thousand)
RMB186,000
thousand
(equivalent to
NT$938,794
thousand)
US$50,000 thousand
(equivalent to
NT$1,638,750
thousand)
US$80,000 thousand
(equivalent to
NT$2,622,000
thousand)
-
US$63,867 thousand
(equivalent to
NT$2,093,238
thousand)
-
RMB42,208 thousand
(equivalent to
NT$213,038
thousand)
2.53%-2.84%
2.55%-2.71%
4.50%
2.54%-2.78%
2.54%-3.14%
2.55%-2.77%
-
-

-
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
$ -
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
20% of net worth
RMB1,859,868
thousand
(equivalent to
NT$9,387,282
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB4,649,671
thousand
(equivalent to
NT$23,468,210
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
2 PIHPL SIYDCCL Other receivables Y US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
2.55%-2.71% Necessary for short-term
financing
- Operating capital - - - 20% of net worth
RMB2,440,964
thousand
(equivalent to
NT$12,320,239
thousand)
50% of net worth
RMB6,102,410
thousand
(equivalent to
NT$30,800,596
thousand)
3 YTRMC YTV Other receivables Y US$1,000 thousand
(equivalent to
NT$32,775
thousand)
- - 5.00% Necessary for short-term
financing
- Operating capital - - - 10% of net worth
NT$162,346
thousand
50% of net worth
NT$811,730
thousand
(Continued)
  • 91 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate
Financing Limits
(Note 1)
Item Value
4 OHC NYLC
WYXC
TZOCCL
SHYLCP
SYCPCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
RMB100,000
thousand
(equivalent to
NT$504,728
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
RMB100,000
thousand
(equivalent to
NT$504,728
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
-

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB15,000 thousand
(equivalent to
NT$75,709
thousand)
RMB95,000 thousand
(equivalent to
NT$479,491
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
4.60%-5.35%

4.35%-5.35%

4.35%-5.35%

4.35%-5.35%
4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
$ -
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
20% of net worth
RMB313,371
thousand
(equivalent to
NT$1,581,672
thousand)
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB783,428
thousand
(equivalent to
NT$3,954,184
thousand)
Same as above
Same as above
Same as above
Same as above
5 JYDC TZOCCL
NYLC
SLCL
Other receivables
Other receivables
Other receivables
Y
Y
Y
RMB50,000 thousand
(equivalent to
NT$252,364
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB635,000
thousand
(equivalent to
NT$3,205,021
thousand)

RMB50,000 thousand
(equivalent to
NT$252,364
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB635,000
thousand
(equivalent to
NT$3,205,021
thousand)

-

-
RMB375,000
thousand
(equivalent to
NT$1,892,729
thousand)
5.10%-5.35%
5.10%-5.35%
4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
-
-
-
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
20% of net worth
RMB812,522
thousand
(equivalent to
NT$4,101,029
thousand)
Same as above
Same as above
50% of net worth
RMB2,031,304
thousand
(equivalent to
NT$10,252,568
thousand)
Same as above
Same as above
6 JYLTC SHYLCP
NYLC
WYCPCL
Other receivables
Other receivables
Other receivables
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
-

-
-
4.60%-5.35%
5.10%-5.35%
5.10%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
-
-
-
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
20% of net worth
RMB10,467
thousand
(equivalent to
NT$52,830
thousand)
Same as above
Same as above
50% of net worth
RMB26,166
thousand
(equivalent to
NT$132,067
thousand)
Same as above
Same as above
7 NYDC SHYLCP
NYLC
Other receivables
Other receivables
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)

RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
-

RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
4.60%-5.35%

4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
-
-
Operating capital
Operating capital
-
-
-
-
-
-
20% of net worth
RMB32,252
thousand
(equivalent to
NT$162,785
thousand)
Same as above
50% of net worth
RMB80,631
thousand
(equivalent to
NT$406,968
thousand)
Same as above

(Continued)

  • 92 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate
Financing Limits
(Note 1)
Item Value
8 HYDCCL WYXC
HXMC
WYCPCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB80,000 thousand
(equivalent to
NT$403,782
thousand)
RMB40,000 thousand
(equivalent to
NT$201,891
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB190,000
thousand
(equivalent to
NT$958,983
thousand)

RMB80,000 thousand
(equivalent to
NT$403,782
thousand)

RMB40,000 thousand
(equivalent to
NT$201,891
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB190,000
thousand
(equivalent to
NT$958,983
thousand)

RMB25,000 thousand
(equivalent to
NT$126,182
thousand)

RMB25,000 thousand
(equivalent to
NT$126,182
thousand)

-
RMB170,000
thousand
(equivalent to
NT$858,037
thousand)

4.35%-5.35%

4.60%-5.35%
4.60%-5.35%
4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
$ -
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
-
-
$ -
-
-
-
20% of net worth
RMB447,636
thousand
(equivalent to
NT$2,259,346
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB1,119,089
thousand
(equivalent to
NT$5,648,360
thousand)
Same as above
Same as above
Same as above
9 YYDCCL TZOCCL Other receivables Y RMB20,000 thousand
(equivalent to
NT$100,946
thousand)

RMB20,000 thousand
(equivalent to
NT$100,946
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

4.35%-5.35%
Necessary for short-term
financing
- Operating capital - - - 20% of net worth
RMB69,406
thousand
(equivalent to
NT$350,312
thousand)
50% of net worth
RMB173,514
thousand
(equivalent to
NT$875,774
thousand)
10 SYTCL SYCPCL
CYCPCL
Other receivables
Other receivables
Y
Y
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

RMB10,000 thousand
(equivalent to
NT$50,473
thousand)

4.35%-5.35%

4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
-
-
Operating capital
Operating capital
-
-
-
-
-
-
20% of net worth
RMB12,543
thousand
(equivalent to
NT$63,308
thousand)
Same as above
50% of net worth
RMB31,358
thousand
(equivalent to
NT$158,273
thousand)
Same as above
11 SIYDCCL SLCL
SYCPCL
CYCPCL
SLCCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB35,000 thousand
(equivalent to
NT$176,655
thousand)
RMB25,000 thousand
(equivalent to
NT$126,182
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)

RMB20,000 thousand
(equivalent to
NT$100,946
thousand)

RMB35,000 thousand
(equivalent to
NT$176,655
thousand)

RMB25,000 thousand
(equivalent to
NT$126,182
thousand)

RMB30,000 thousand
(equivalent to
NT$151,418
thousand)

-

RMB35,000 thousand
(equivalent to
NT$176,655
thousand)

RMB5,000 thousand
(equivalent to
NT$25,236
thousand)

RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
4.60%-5.35%

4.35%-5.35%
4.35%-5.35%

4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
Necessary for short-term
financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB711,507
thousand
(equivalent to
NT$3,591,178
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB1,778,768
thousand
(equivalent to
NT$8,977,947
thousand)
Same as above
Same as above
Same as above
12 WYDC WYXC
WYCPCL
Other receivables
Other receivables
Y
Y
RMB60,000 thousand
(equivalent to
NT$302,837
thousand)
RMB75,000 thousand
(equivalent to
NT$378,546
thousand)

RMB60,000 thousand
(equivalent to
NT$302,837
thousand)

RMB75,000 thousand
(equivalent to
NT$378,546
thousand)

RMB60,000 thousand
(equivalent to
NT$302,837
thousand)

RMB70,000 thousand
(equivalent to
NT$353,309
thousand)

4.35%-5.35%

4.35%-5.35%
Necessary for short-term
financing
Necessary for short-term
financing
-
-
Operating capital
Operating capital
-
-
-
-
-
-
20% of net worth
RMB121,452
thousand
(equivalent to
NT$613,003
thousand)
Same as above
50% of net worth
RMB303,631
thousand
(equivalent to
NT$1,532,512
thousand)
Same as above

(Continued)

  • 93 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate
Financing Limits
(Note 1)
Item Value
SLCL Other receivables Y RMB75,000 thousand
(equivalent to
NT$378,546
thousand)

RMB75,000 thousand
(equivalent to
NT$378,546
thousand)

RMB65,000 thousand
(equivalent to
NT$328,073
thousand)

4.35%-5.35%
Necessary for short-term
financing
$ - Operating capital $ - - $ - Same as above Same as above

Note 1: The net value was calculated based on audited financial statements as of December 31, 2015.

Note 2: The ending balance is the financing credit lines to the respective borrowers approved by the board of directors of lenders.

Note 3: The interest rate was for the year ended December 31, 2015.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2015.

(Concluded)

  • 94 -

TABLE 2

ASIA CEMENT CORPORATION AND INVESTEES

ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on Each
Endorsement/
Guarantee Given on
Behalf of Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at the
End of the Period

Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)
Aggregate Endorsement/
Guarantee Limit
Endorsement/
Guarantee
Given by Parent
on Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries on
Behalf of Parent

Endorsement/
Guarantee
Given on Behalf
of Companies in
Mainland China
Name Relationship
(Note 3)
0 The Corporation AIC
DCI
NHC
AEE
YLPPC
YTRMC
YSRMC
b.
b.
b.
b.
b.
b.
c.
50% of net worth
($67,949,436)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,326,500
8,425,660
1,305,400
481,280
534,511
50,000
150,000
$ 11,988,750
8,425,075
1,304,500
481,100
534,511
-
150,000
$ 5,760,000
2,850,000
475,000
220,000
279,378
-
5,000
None
None
None
None
None
None
None
8.82
6.20
0.96
0.35
0.39
-
0.11
100% of net worth
($135,898,873)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS b. 50% of net worth
($4,366,988)
130,000 130,000 50,000 None 1.49 100% of net worth
($8,733,976)
- - -
2 YLPPC YLPCIP b. 50% of net worth
($62,395)
3,400 - - None - 100% of net worth
($124,789)
- - -
3 AOG PEREZ b. 50% of net worth
(US$2,078 thousand)
(equivalent to
NT$68,106 thousand)
15,800 - - None - 100% of net worth
(US$4,157 thousand)
(equivalent to
NT$136,246 thousand)
- - -
4 ACCHC PIHPL b. 50% of net worth
(RMB4,649,671
thousand) (equivalent to
NT$23,468,210
thousand)
984,600 983,250 983,250 None 2.09 100% of net worth
(RMB9,299,342
thousand) (equivalent to
NT$46,936,420
thousand)
- - N

Note 1: The net value was calculated based on audited financial statements as of December 31, 2015.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2015.

Note 3: The relationship between guarantor and guarantee are as follows:

  • a. Firms that do business with the Corporation.

  • b. Subsidiaries’ common stocks which were directly owned by parent company over 50%.

  • c. Investees’ common stocks which were both owned by parent company and subsidiary over 50%.

  • 95 -

TABLE 3

ASIA CEMENT CORPORATION AND INVESTEES (EXCLUDING SUBSIDIARIES, ASSOCIATES AND JOINTLY CONTROLLED ENTITIES)

MARKETABLE SECURITIES HELD DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
The Corporation
DCI
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
Common stocks
Far EasTone
China Conch Venture Holding
FEDS
OUCC
CHC
FEIB
China Shanshui Cement Group Ltd.
KRT
Taiwan Stock Exchange Corp.
DDH
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Mega Target Return Strategy Fund of ETF Funds
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche B
Opas Fund Segregated Portfolio Tranche E
Common stocks
HTCL
Chunghwa Picture Tubes, Ltd.
FEIB
OUCC
Industrial and Commercial Bank of China Limited, A
share
Anhui Conch Cement Ltd.
Taiwan Cement Co., Ltd.
HTCL
Chinares Cement Co.
GIGABYTE Technology Co., Ltd.
China Life Insurance Company Limited, H share
China Construction Bank Corporation, A share
FEDS
OUCC
-
The same chairman
-
The same chairman
The same chairman
The Corporation is its director
The chairman of the Corporation is its vice-chairman
-
-
-
Related party in substance
-
-
The Corporation is its supervisor
-
-
-
Related party in substance
Related party in substance
Related party in substance
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
-
-
-
-
-
-
-
-
Same chairman with the major stockholder
Same chairman with the major stockholder
Financial assets at fair value
through profit or loss - current
Available-for-sale financial assets
- current
Same as above
Available-for-sale financial assets
- noncurrent
Same as above
Same as above
Same as above
Same as above
Financial assets carried at cost -
noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value
through profit or loss - current
Same as above
Available-for-sale financial assets
- noncurrent
Same as above
Same as above
Financial assets at fair value
through profit or loss - current
Same as above
Available-for-sale financial assets
- current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Available-for-sale financial assets
- noncurrent
Same as above
10,000,000
31,034,372
16,243,000
80,052,950
63,766,522
20,728,350
71,698,756
279,870,500
15,873,243
7,642,044
14,284,936
505,811
250,003
1,551,395
5
400,000
1,000,811
8,000
2,840
15,871
2,772,414
275,223
34,262,184
41,246
1,000,000
700,000
6,459,000
6,054,300
4,100,000
2,109,000
607,000
2,500,000
13,630,966
10,506,792
$ 159,300
2,097,924
1,096,927
1,460,966
1,335,909
1,239,555
701,931
4,854,525
96,266
23,752
39,515
11,441
3,902
2,250
-
24,300
10,014
265,616
132,721
581,035
27,863
201
335,427
864
23,117
61,372
176,331
60,846
41,032
76,873
63,938
72,933
248,765
220,117
-
0.95
0.90
5.65
7.20
9.17
2.36
8.28
5.70
1.16
13.73
0.36
0.38
1.36
0.50
-
-
-
-
-
0.73
-
1.13
-
-
0.01
0.17
1.60
0.06
0.34
-
-
0.96
1.19
$ 159,300
2,097,924
1,096,927
1,460,966
1,335,909
1,239,555
701,931
4,854,525
165,602
570,207
32,318
16,547
5,607
22,104
3,373
24,300
10,014
265,616
132,721
581,035
27,863
201
335,427
864
23,117
61,372
176,331
60,846
41,032
76,873
63,938
72,933
248,765
220,117
Note 6
Note 4

(Continued)

  • 96 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
CHC
FEIB
China Shanshui Cement Group Ltd.
Picvue Electronics Co., Ltd.
DDH
Far Eastern International Leasing Corp.
Bonds
China Shanshui Cement Group Ltd. 7.5%
Common stocks
Far EasTone
China Shanshui Cement Group Ltd.
Common stocks
Far EasTone
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
DWS Global AgriBusiness
DWS Asia High Yield Bond Income Fund B
Common stocks
Everest Textile Co., Ltd.
OUCC
FEDS
Yi Tong Fiber Co., Ltd.
Common stocks
FEIB
FEDS
OUCC
DDMC
Common stocks
Far EasTone
DDMC
China Shanshui Cement Group Ltd.
Common stocks
Far EasTone
Yamay International Development Corp.
The major stockholder is its director
The chairman of the Corporation’s major stockholder
is its vice-chairman
-
-
Same chairman with the major stockholder
The Corporation is its director
-
Same chairman with the major stockholder
-
Same chairman with the major stockholder
-
-
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
-
-
The chairman of the Corporation is its vice-chairman
by the ultimate parent company
The chairman of the Corporation is its vice-chairman
Same chairman with the ultimate parent company
-
Same chairman with the major stockholder
-
-
The director of the Corporation is its chairman
-
Same as above
Same as above
Same as above
Financial assets carried at cost -
current
Financial assets carried at cost -
noncurrent
Same as above
Available-for-sale financial assets
- noncurrent
Financial assets at fair value
through profit or loss - current
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- current
Financial assets at fair value
through profit or loss - current
Same as above
Same as above
Available-for-sale financial assets
- current
Same as above
Available-for-sale financial assets
- noncurrent
Financial assets carried at cost -
noncurrent
Available-for-sale financial assets
- current
Available-for-sale financial assets
- noncurrent
Same as above
Financial assets carried at cost -
noncurrent
Financial assets at fair value
through profit or loss - current
Financial assets carried at cost -
noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- current
Financial assets carried at cost -
noncurrent
4,375,013
88,570,375
56,297,000
161,700
5,487,169
45,258,938
-
50,000
9,250,000
230,000
709,009
3,815,660
2,158,525
12,272,666
2,256,782
1,185,713
5,840,505
269,075
935,029
3,254,125
685,704
120,000
216,000
8,368,000
105,000
15
$ 261,626
867,104
976,506
-
12,786
602,813
266,185
3,380
160,447
15,548
11,295
36,859
25,516
184,090
47,280
21,639
47,531
2,634
17,064
68,174
8,376
8,112
900
145,148
7,098
-
1.94
2.92
1.67
-
5.27
10.14
-
-
0.27
0.01
-
-
-
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
0.25
-
-
$ 261,626
867,104
976,506
-
12,414
687,616
266,185
3,380
160,447
15,548
11,295
36,859
25,516
184,090
47,280
21,639
65,277
2,634
17,064
68,174
10,705
8,112
3,372
145,148
7,098
-

(Continued)

  • 97 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
AIC
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC Mega II Investment Ltd.
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
Asia Cement Pioneer Investment Ltd.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche E
Bonds
China Shanshui Cement Group Ltd. 7.5%
Common stocks
Far EasTone
HTCL
Hon Hai Precision Ind. Co., Ltd.
GIGABYTE Technology Co., Ltd.
Industrial and Commercial Bank of China Limited, A
share
China Construction Bank Corporation, A share
China Life Insurance Company Limited, A share
China Life Insurance Company Limited, H share
FEIB
OUCC
FEDS
Far EasTone
Bank of Chongqing
China Shanshui Cement Group Ltd.
DSI
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Cementon Micronesia L.L.C.
Related party in substance
Related party in substance
Related party in substance
-
Same chairman with the major stockholder
-
-
-
-
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
Same chairman with the major stockholder
-
-
The Corporation is its director
-
-
-
-
-
-
-
-
Available-for-sale financial assets
- noncurrent
Same as above
Same as above
Available-for-sale financial assets
- noncurrent
Financial assets at fair value
through profit or loss - current
Available-for-sale financial assets
- current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Available-for-sale financial assets
- noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets carried at cost -
noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Financial assets carried at cost -
noncurrent
8,000
4,016
4,317
-
130,000
19,844,100
525,000
1,800,000
3,000,000
3,399,958
540,000
986,000
122,847,338
1,552,156
4,473,972
856,303
1,433,500
31,528,000
39,600,000
30,251,000
35,569,000
16,058,000
18,477,000
37,410,000
7,480,000
107,536,000
Note 1
$ 265,616
163,083
158,049
266,185
8,788
199,433
42,420
65,610
69,350
99,188
77,160
103,861
1,202,675
32,518
81,650
57,886
42,135
546,872
396,000
524,722
616,966
278,536
320,495
648,899
129,745
1,865,278
121,914
-
-
-
-
-
5.24
-
0.29
-
-
-
-
4.05
0.18
0.32
0.03
0.09
0.93
18.00
0.90
1.05
0.47
0.55
1.11
0.22
3.18
10.00
$ 265,616
163,083
158,049
266,185
8,788
199,433
42,420
65,610
69,350
99,188
77,160
103,861
1,202,675
32,518
81,650
57,886
42,135
546,872
355,328
524,722
616,966
278,536
320,495
648,899
129,745
1,865,278
121,914
Note 5

(Continued)

  • 98 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
FSMS
YLT
YLSS
KCC
KCCL
ACSPL
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Common stocks
FEIB
Far EasTone
Common stocks
Far EasTone
Beneficiary certificates
iShare FTSF A50 China Index ETF
Opas Fund Segregated Portfolio Tranche E
Common stocks
Industrial and Commercial Bank of China Limited, A
share
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche C
Allianz US High Yield Fund
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Common stocks
DBS Group
Guocoland Ltd.
-
-
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
-
-
-
Related party in substance
-
-
-
-
-
-
-
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- noncurrent
Financial assets carried at cost -
noncurrent
Financial assets at fair value
through profit or loss - current
Available-for-sale financial assets
- noncurrent
Same as above
Available-for-sale financial assets
- current
Available-for-sale financial assets
- current
Available-for-sale financial assets
- noncurrent
Available-for-sale financial assets
- current
Available-for-sale financial assets
- noncurrent
Same as above
Available-for-sale financial assets
- current
Same as above
Available-for-sale financial assets
- noncurrent
Same as above
Financial assets at fair value
through profit or loss - current
Same as above
36,865,000
14,790,000
18,514,000
10,000
350,000
2,745,903
71,099
130,000
1,123,600
882
2,250,000
1,606
97,741
3,232,758
715,248
1,606
6,750
31,166
26,666
$ 639,446
256,542
321,137
70
21,263
26,882
4,806
8,788
HK$ 12,157
thousand
HK$ 7,691
thousand
HK$ 12,300
thousand
HK$ 15,865
thousand
HK$ 5,962
thousand
SGD
4,348
thousand
SGD
2,136
thousand
SGD
2,814
thousand
SGD
10,907
thousand
SGD
520
thousand
SGD
48
thousand
1.09
0.44
0.55
0.15
-
0.09
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 639,446
256,542
321,137
144
21,263
26,882
4,806
8,788
HK$ 12,157
thousand
HK$ 7,691
thousand
HK$ 12,300
thousand
HK$ 15,865
thousand
HK$ 5,962
thousand
SGD
4,348
thousand
SGD
2,136
thousand
SGD
2,814
thousand
SGD
10,907
thousand
SGD
520
thousand
SGD
48
thousand

(Continued)

  • 99 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
OCPL Hong Leong Asia
INTRACO
Engro Corp Ltd.
Jurong Cement
Common stocks
Hiap Hoe Ltd.
-
-
-
-
-
Same as above
Same as above
Same as above
Available-for-sale financial assets
- noncurrent
Financial assets at fair value
throughprofit or loss - current
20,000
46,875
2,000
2,000
44,260
SGD
16
thousand
SGD
13
thousand
SGD
2
thousand
SGD
5
thousand
SGD
31
thousand
-
-
-
-
-
SGD
16
thousand
SGD
13
thousand
SGD
2
thousand
SGD
5
thousand
SGD
31
thousand

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items under IAS 39 “Financial Instruments: Recognition and Measurement”.

Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair value less accumulated impairment loss; the carrying amounts of financial instruments not measured at fair values are the original cost or amortized cost less accumulated impairment loss.

Note 4: 5,000 thousand shares ($91,250 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 5: 3,500 thousand shares ($63,875 thousand) of the securities are pledged as collaterals for bank loans of AIC.

Note 6: The market value was calculated on the basis of the closing price on the Taiwan Stock Exchange as of the balance sheet date.

(Concluded)

  • 100 -

TABLE 4

ASIA CEMENT CORPORATION AND INVESTEES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Amounts
Addition
(Deduction)
Recognized
under the Equity
Method
**Ending ** Balance
Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Gain (Loss) on
Disposal

Shares/Units
Amount
The Corporation
ACCHC
PIHPL
OIHPL
OHC
SIYDCCL
ACSPL
AIC
Common stocks
China Conch Venture
Holding
Common stocks
PIHPL
Common stocks
OIHPL
Common stocks
OHC
Common stocks
SIYDCCL
Common stocks
SLCL
Bonds
China Shanshui Cement
Group Ltd. 10.5%
Bonds
China Shanshui Cement
Group Ltd. 10.5%
Available-for-sale financial
assets - current
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Available-for-sale financial
assets - noncurrent
Available-for-sale financial
assets - noncurrent
-
Cash capital increment
Cash capital increment
Cash capital increment
Cash capital increment
Cash capital increment
Redemption
Redemption
-
-
-
-
-
-
-
-
22,000,000
8,395,178
593,191,256
(Note 1)
(Note 1)
(Note 1)
-
-
$ 1,505,790
US$ 2,016,737
thousand
US$ 1,442,660
thousand
US$ 224,469
thousand
RMB 176,684
thousand
RMB 1,042,642
thousand
SGD
14,265
thousand

333,222
-

(Note 2)
(Note 2)
(Note 1)

(Note 1)
(Note 1)
-
-
$ -
US$ 20,000
thousand
US$ 20,000
thousand
US$ 20,000
thousand
RMB 122,868
thousand
RMB 250,000
thousand

-

-
5,757,000
-
-
-
-
-
-
-
$ 556,788

-

-

-

-

-
SGD
13,562
thousand

306,412
$ 301,340

-

-

-

-

-
SGD
13,094
thousand

296,291
$ 255,448

-

-

-

-

-
SGD
468
thousand

10,121
$ -
US$ (157,222 )
thousand
US$ (116,287 )
thousand
US$ (3,177 )
thousand
RMB
56,202
thousand
RMB
(58,160 )
thousand
-

-
16,243,000
9,287,201
(Note 2)
691,139,974
(Note 2)
(Note 1)
(Note 1)
(Note 1)
-
-
$ 1,096,927
(Note 3)
US$ 1,879,515
thousand
US$ 1,346,373
thousand
US$ 241,292
thousand
RMB 355,754
thousand
RMB 1,234,482
thousand

-

-

Note 1: This is not a company limited by shares.

Note 2: The share/units exclude the cash capital increment which was not registered yet.

Note 3: The amount included the revaluation gain (loss) on financial assets.

  • 101 -

TABLE 5

ASIA CEMENT CORPORATION AND INVESTEES

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or Receivable Notes/Accounts (Payable) or Receivable Note
Purchase/
(Sale)
Amount % to Total Payment Terms Unit Price Payment Terms Ending Balance % to Total
The Corporation
ACSPL
YTRMC
YSRMC
YLT
FMT
FDT
NHC
JYDC
YTRMC
ACSPL
U-Ming
NHC
U-Ming Singapore
JYDC
YSRMC
YLT
SHSTC
The Corporation
Alliance Concrete
Singapore Pte. Ltd.
The Corporation
CHC
FEGC
The Corporation
The Corporation
Air Liquide Far Eastern
Co.
FENC
FENC
The Corporation
The Corporation
JYLTC
WYDC
WAMTC
NYLC
NYLC
NYDC
NYDC
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
Parent company
An investee accounted for by equity method
Parent company
Related party in substance
Related party in substance
Parent company
Parent company
Related party in substance
An investee accounted for by equity method
An investee accounted for by equity method
Parent company
Parent company
A subsidiary of the Corporation
The same ultimate parent company
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
Sales
Sales
Sales freight
expense
Purchase
Purchase freight
expense
Purchase
Sales
Sales freight
expense
Sales
Purchase
Sales
Purchase
Purchase
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales freight
expense
Sales
Sales freight
expense
Purchase
Sales
Sales
Purchase
$ (1,662,917)
(807,936)
694,808
396,400
238,640
285,201
(214,730)
204,965
(183,677)
SGD
35,213
thousand
SGD
(23,010)
thousand
1,662,917
262,133
(393,550)
214,730
(204,965)
(113,365)
(167,083)
(246,724)
(396,400)
RMB (56,072)
RMB
33,765
thousand
RMB (167,637)
thousand
RMB
34,676
thousand
RMB
20,981
thousand
RMB (22,058)
thousand
RMB (78,297)
thousand
RMB 184,534
thousand
(14)
(7)
7
4
2
3
(2)
2
(2)
74
(50)
22
3
(5)
28
(70)
(14)
(21)
(43)
(82)
(2)
1
(7)
2
1
(1)
(3)
8
45 days after monthly closing
Average 30 days
Average 60 days
45 days after monthly closing
Average 10 days
Within 7 days
45 days after monthly closing
Average 30 days
Average 60 days
Average 30 days
Average 60 days
45 days after monthly closing
45 days after monthly closing
Average 90 days
45 days after monthly closing
Average 30 days
120 days after monthly
closing
60 days
60 days
45 days after monthly closing
Within 7 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 15 days
Average 15 days

$ -
-
-

-
-
-

-
-
-
-
-

-

-
-

-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 284,471
34,375
(80,299)
(26,663)
-
-
23,319
(21,904)
27,164
SGD
(1,490)
thousand
SGD
4,151
thousand
(284,471)
(34,943)
112,537
(23,319)
21,904
47,308
25,472
34,874
26,663
-
RMB
(6,598)
thousand
RMB
19,081
thousand
RMB (10,441)
thousand
RMB
(2,192)
thousand
RMB
2,105
thousand
RMB
10,727
thousand
RMB (49,063)
thousand
31
4
(5)
(2)
-
-
3
(1)
3
(22)
57
(26)
(3)
5
(22)
58
37
20
32
72
-
(3)
7
(5)
(1)
1
4
(23)

(Continued)

  • 102 -
Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or Receivable Notes/Accounts (Payable) or Receivable Note
Purchase/
(Sale)
Amount % to Total Payment Terms Unit Price Payment Terms Ending Balance % to Total
NYDC
NYLC
SIYDCCL
HGYDC
WYDC
YYDCCL
SLCL
HYDCCL
JYLTC
TZOCCL
YYDCCL
HYDCCL
HYDCCL
HGYDC
JYDC
JYDC
JYDC
JYDC
SYTCL
SLCL
HYDCCL
JYDC
JYDC
HYDCCL
JYDC
SYTCL
SIYDCCL
JYDC
JYDC
WYDC
WAMTC
HYTCL
HGYDC
JYDC
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Parent company
Parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
A subsidiary of the Corporation
The same ultimate parent company
Parent company
Sales
Sales
Sales
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Sales freight
expense
Sales
Sales
Sales
Purchase
Purchase
Purchase
Sales freight
expense
Purchase
Sales
Purchase
Sales
Sales freight
expense
Sales freight
expense
Purchase
Sales
RMB (27,857)
thousand
RMB (210,647)
thousand
RMB (31,838)
thousand
RMB
20,198
thousand
RMB
27,767
thousand
RMB (184,534)
thousand
RMB
78,297
thousand
RMB (20,981)
thousand
RMB
22,058
thousand
RMB
53,450
thousand
RMB (51,984)
thousand
RMB (71,836)
thousand
RMB (27,267)
thousand
RMB 167,637
thousand
RMB
22,856
thousand
RMB 210,647
thousand
RMB
29,070
thousand
RMB
51,984
thousand
RMB (20,198)
thousand
RMB
31,838
thousand
RMB (22,856)
thousand
RMB
41,106
thousand
RMB
26,232
thousand
RMB
71,836
thousand
RMB (33,765)
thousand
(1)
(8)
(1)
1
1
(100)
46
(13)
17
6
(5)
(15)
(6)
45
6
45
5
9
(2)
3
(2)
4
3
8
(43)
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
20 days after monthly closing
20 days after monthly closing
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
$ -
-
-
-
-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
7,043
thousand
RMB
27,592
thousand
RMB
10,083
thousand
RMB
(4,224)
thousand
RMB
(4,335)
thousand
RMB
49,063
thousand
RMB (10,727)
thousand
RMB
2,192
thousand
RMB
(2,105)
thousand
RMB
(6,634)
thousand
RMB
6,549
thousand
RMB
47
thousand
RMB
4,335
thousand
RMB (19,081)
thousand
RMB
(130)
thousand
RMB (27,592)
thousand
RMB
(5,116)
thousand
RMB
(6,549)
thousand
RMB
4,224
thousand
RMB (10,083)
thousand
RMB
130
thousand
RMB
(6,071)
thousand
RMB
(2,283)
thousand
RMB
(47)
thousand
RMB
6,598
thousand
3
10
4
(2)
(2)
97
(67)
2
(36)
(11)
1
-
40
(25)
-
(11)
(7)
(9)
4
(23)
-
(14)
(5)
-
53

(Continued)

  • 103 -
Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or Receivable Notes/Accounts (Payable) or Receivable Note
Purchase/
(Sale)
Amount % to Total Payment Terms Unit Price Payment Terms Ending Balance % to Total
SYTCL
TZOCCL
HYTCL
SIYDCCL
SLCL
JYDC
HYDCCL
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Sales
Sales
Purchase
Sales
RMB (53,450)
thousand
RMB (29,070)
thousand
RMB
27,857
thousand
RMB (26,232)
thousand
(45)
(24)
94
(46)
Within 90 days
Within 90 days
Within 90 days
Within 90 days
-
-
-
-
-
-
-
-
RMB
6,634
thousand
RMB
5,116
thousand
RMB
(7,043)
thousand
RMB
2,283
thousand
35
27
(16)
38
(Concluded)
  • 104 -

TABLE 6

ASIA CEMENT CORPORATION AND INVESTEES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
YTRMC
JYDC
NYDC
OIHPL
PIHPL
ACCHC
OHC
JYDC
NYDC
YTRMC
FEGC
YYDCCL
JYDC
HGYDC
SIYDCCL
YYDCCL
JYDC
JYDC
HYDCCL
SIYDCCL
Yuan Ding (Shanghai)
FENC
SHYLCP
SLCL
NYLC
A subsidiary of the Corporation
Related party in substance
The same ultimate parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
Related party in substance
Related party in substance
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
$ 289,642
112,537
RMB 27,592
thousand
RMB 49,063
thousand
RMB 30,730
thousand
US$ 30,000
thousand
US$ 30,000
thousand
US$ 35,000
thousand
RMB 186,000
thousand
US$ 50,000
thousand
US$ 80,000
thousand
RMB 42,208
thousand
US$ 63,867
thousand
RMB 95,000
thousand
RMB 375,000
thousand
RMB 20,000
thousand
5.35 times
2.07 times
7.49 times
4.40 times
Note 1
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 48,914
62,907
RMB 27,592
thousand
RMB 49,063
thousand
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 105 -
Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amounts Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
HYDCCL
SIYDCCL
WYDC
SLCL
WYXC
HXMC
SYCPCL
SLCCL
SLCL
WYCPCL
WYXC
The same ultimate parent company
A subsidiary of the Corporation
Consolidated entity’s investee accounted for by
equity method
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
RMB 170,000
thousand
RMB 25,000
thousand
RMB 25,000
thousand
RMB 35,000
thousand
RMB 30,000
thousand
RMB 65,000
thousand
RMB 70,000
thousand
RMB 60,000
thousand
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-

Note 1: The dividend receivable.

Note 2: The accounts receivable from financing.

(Concluded)

  • 106 -

TABLE 7

ASIA CEMENT CORPORATION AND INVESTEES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss) of
the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
The Corporation
DCI
ACCHC
FENC
U-Ming
DCI
CHP
YDC
YYI
ACSPL
OSC
AIC
YTRMC
YLSS
FMT
FEDSDL
NHC
YDLC
YLT
AEE
EISF
YLPPC
SIHL
YDC
FEGC
FENC
KCC
SHSTC
FSMS
U-Ming
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC MegaII Investment Ltd.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Chiayi Taiwan
Taipei, Taiwan
Taipei, Taiwan
Singapore
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Taipei, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Kaohsiung, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
B.V.I.
B.V.I.
B.V.I.
Investment
Textile
Marine transportation
Investment
Power plant
Construction
Investment
Cement
Broker
Investment
Ready-mixed concrete, cement -
related products
Stainless steel
Transportation
Retails
Cement, granulated blast-furnace slag
Leasing
Transportation
Engineering
Iron and steel
Cement - related products
Investment
Construction
Construction
Textile
Cement
Storage and transportation
Mining excavation, mineral
processing and sales
Marine transportation
Investment
Investment
Investment
$ 13,660,636
3,459,787
510,236
2,555,255
3,119,492
2,232,220
911,058
186,958
154,207
1,212,679
1,042,252
2,661,240
68,416
500,000

410,994
309,049
22,110
5,136
31,463
144,961
2,898
289,982
140,138
1,263,385
36,024
231,322
112,055
27,619
579,926
579,439
289,050
$ 13,660,636
3,459,787
510,236
2,555,255
3,119,492
2,232,220
911,058
186,958
154,207
1,212,679
1,042,252
2,661,240
68,416
500,000
410,994
309,049
22,110
5,136
31,463
144,961
2,898
289,982
140,138
1,262,590
36,024
231,322
112,055
27,619
579,926
579,439
289,050
1,061,209,202
1,272,277,085
331,701,152
565,063,189
280,093,521
178,707,648
155,000,803
10,495,495
135,092,154
175,974,041
145,773,218
200,000,000
29,517,188
53,250,000
26,128,171
34,640,189
5,100,000
7,970,703
3,199,823
16,241,083
90,000
72,989,090
103,080,349
82,812,887
1,127,000
19,065,642
1,294,155
468,486
19,600,000
19,600,000
10,000,000
67.73
23.77
39.25
99.99
59.59
35.50
29.92
99.96
18.93
100.00
99.99
100.00
99.82
25.00
99.94
43.60
51.00
98.23
40.40
83.81
100.00
14.50
33.76
1.55
49.00
14.30
99.55
0.05
100.00
100.00
100.00
$ 31,748,957
39,046,768
10,753,621
12,825,928
5,637,104
3,345,343
1,825,213
3,421,569
1,869,637
2,709,026
1,581,533
1,583,182
1,285,062
629,794
403,029
394,422
258,232
158,135
75,988
114,008
49,975
1,364,803
3,894,123
2,507,736
478,536
135,533
138,004
31,392
578,442
647,272
306,644
$ (1,530,713)
8,034,885
824,397
965,983
1,081,108
44,907
505,662
(105,627)
(343,101)
252,433
89,164
(264,742)
168,452
163,010
7,424
82,955
27,974
(830)
14,315
38,394
2,322
44,907
1,966,902
8,034,885
HK$ 14,177
thousand
(179,781)
(838)
824,397
11
1,302
1,073
$ (1,036,752)
1,733,012
298,276
966,527
644,261
14,233
151,296
(105,585)
(64,953)
252,571
89,164
(283,774)
173,184
40,752
7,346
36,213
14,333
(816)
5,783
32,741
2,322
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 107 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss) of
the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC MegaIII Investment Ltd.
AC MegaIV Investment Ltd.
SHSTC
PGIC
FENC
U-Ming
YSRMC
YTV
AOG
FDT
FENC
YDEC
U-Ming
FENC
AEEPL
U-Ming
FENC
YDEC
YLPCIP
AOG
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment
Ltd.
Asia Cement Pioneer III Investment
Ltd.
Asia Cement Pioneer IV Investment
Ltd.
Asia Cement Explorer Investment
Ltd.
DCI
FMT
NHC
AEE
B.V.I.
B.V.I.
Kaohsiung, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Hà Tĩnh, Vietnam
Guam
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
India
Guam
Taipei, Taiwan
Taipei, Taiwan
Chiayi Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Hwalien, Taiwan
Investment
Investment
Storage and transportation
Granulated blast-furnace slag
Textile
Marine transportation
Ready-mixed concrete
Ready-mixed concrete
Investment
Transportation
Textile
Retail
Marine transportation
Textile
Engineering
Marine transportation
Textile
Retail
Tunnel lining segments
Investment
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
Transportation
Cement, granulated blast-furnace slag
Engineering
$ 289,050
575,055
347,341
36,771
15,240
1,027
69,930
201,823
138,563
30,373
33,759
160,424
1,891
31,322
US$ 50
thousand
38,931
3
20,776
8,338
66,816
405,473
77,446
376
2,039,879
544,135
289,050
286,263
334,065
76
176

78
116
$ 289,050
575,055
347,341
36,771
15,240
1,027
69,930
201,823
138,563
30,373
33,759
160,424
1,891
31,322
US$ 50
thousand
38,931
3
20,776
8,338
66,816
405,473
77,446
376
2,039,879
544,135
289,050
286,263
334,065
76
176
78
116
10,000,000
19,400,000
19,477,895
3,287,550
1,739,978
64,143
6,993,000
(Note 1)
(Note 1)
27,892,834
4,415,299
22,614,780
50,000
1,020,000
50,000
3,485,997
3,324
3,264,833
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
66,550,000
18,500,000
10,000,000
9,510,000
11,415,000
5,125
5,000
5,000
6,000
100.00
100.00
14.61
31.00
0.03
0.01
69.93
100.00
71.79
99.87
0.08
26.95
0.01
0.02
100.00
0.41
-
3.89
99.99
28.21
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
0.02
0.02
0.07
$ 351,819
757,341
323,254
60,437
40,322
1,016
64,622
225,834
97,804
612,189
109,858
435,627
1,879
31,066
117,136
38,499
10
62,801
6,409
38,432
649,150
79,289
850
2,190,519
666,335
282,888
334,148
176,195
76
272
80
120
$ 1,206
904
(179,781)
33,528
8,034,885
824,397
3,517
VND12,499,437
thousand
US$ (1,102)
thousand
91,839
8,034,885
99,434
824,397
8,034,885
US$ (142)
thousand
824,397
8,034,885
99,434
INR
(16,849)
thousand
US$ (1,102)
thousand
8,034,885
824,397
1,081,108
(199)
1,167
1,086
529
341
965,983
168,452
7,424
(830)
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 108 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss) of
the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
YLT
Asia Cement
Explorer
Investment Ltd.
KCC
Join Fortune Trading
Ltd.
Asia Oriental
(Guam) L.L.C.
AEEPL
ACSPL
ACCHC
FSMS
FDT
YSRMC
EISF
YTRMC
U-Ming
Opas Fund Segregated Portfolio
Company
KCCL
Join Fortune Trading Ltd.

Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Perez-AOG, L.L.C.
Perez-Mtec-AOG, L.L.C.
ACCHC
OCPL
ACCHC
Alliance Concrete Singapore Pte. Ltd.
PIHPL
Hwalien, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Hong Kong
B.V.I.
Hong Kong
Hong Kong
Guam
Guam
Cayman
Singapore
Cayman
Singapore
B.V.I.
Mining excavation, mineral
processing and sales
Transportation
Ready-mixed concrete
Iron and steel
Ready-mixed concrete, cement -
related products
Marine transportation
Investment
Ready-mixed concrete
Investment
Storage and transportation
Barge transportation
Mining excavation and sales
Ready-mixed concrete
Investment
Ready-mixed concrete, leasing
Investment
Ready-mixed concrete
Investment
$ 119
110
37
119
53
58,840
1,610
HK$ 10
thousand
HK$ 15,300
thousand
HK$ 9,200
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
US$ 1,481
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
$ 119
110
37
119
53
58,840
1,610
HK$ 10
thousand
HK$ 12,100
thousand
HK$ 6,000
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
US$ 1,481
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
2,000
thousand
US$ 860,613
thousand
5,000
7,145
5,000
5,000
5,300
6,348,103
33
10,000
1,961,539
9,200,000
6,100,000
(Note 1)
(Note 1)
3,161,500
17,000,000
63,790,798
6,000,000
9,287,201
(Note 2)
0.39
0.03
0.05
0.06
-
0.75
33.00
100.00
100.00
50.00
50.00
64.50
33.33
0.20
100.00
4.07
50.00
100.00
$ 125
199
44
112
53
314,314
1,667
HK$ 31,443
thousand
HK$ 13,082
thousand
HK$ 7,218
thousand
HK$ 5,972
thousand
US$ 3,804
thousand
US$ 1
thousand
US$ 1,645
thousand
SGD
11,130
thousand
SGD
82,377
thousand
SGD
11,167
thousand
US$ 1,879,515
thousand
$ (838)
91,839
3,517
14,315
89,164
824,397
16
HK$ 190
thousand
HK$ (603)
thousand
HK$ (195)
thousand
HK$ (379)
thousand
US$ (1,629)
thousand
-
US$ (48,228)
thousand
SGD
160
thousand
US$ (48,228)
thousand
SGD
(5,518)
thousand
US$ (5,750)
thousand
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

Note 1: This is not a company limited by shares.

Note 2: The cash capital increment was not registered yet.

  • 109 -

TABLE 8

ASIA CEMENT CORPORATION AND INVESTEES

INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of December
31, 2015
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2015
Accumulated
Repatriation of
Investment Income as
of December 31, 2015
Outward Inward
SHYLCP
JYDC
WYDC
SHYFCP
OHC
NYLC
NYDC
SIYDCCL
CYCPCL
JYLTC
HYDCCL
CYSPC
SYCPCL
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, clinker
and ready-mixed concrete (including
cement - related products).
It manufactures and sells cement, slag
powder and slag cement.
It manufactures and sells ready-mixed
concrete and cement - related products
Investment
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Slag powder
It manufactures and sells ready-mixed
concrete and cement - related products
US$15,000 (equivalent
to NT$491,625
thousand)
US$356,104 (equivalent
to NT$11,671,309
thousand)
US$36,140 (equivalent
to NT$1,184,489
thousand)
US$2,540 (equivalent to
NT$83,249 thousand)
US$130,407 (equivalent
to NT$4,274,089
thousand)
RMB60,000 (equivalent
to NT$302,837
thousand)
RMB90,000 (equivalent
to NT$454,256
thousand)
US$368,340 (equivalent
to NT$12,072,344
thousand)
US$4,100 (equivalent to
NT$134,378
thousand)
RMB12,500 (equivalent
to NT$63,091
thousand)
US$154,800 (equivalent
to NT$5,073,570
thousand)
-
US$3,300 (equivalent to
NT$108,158
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
-
(2)
US$11,200 (equivalent
to NT$367,080
thousand)
US$105,241 (equivalent
to NT$3,449,274
thousand)
US$23,522 (equivalent
to NT$770,934
thousand)
US$1,270 (equivalent to
NT$41,624 thousand)
US$54,191 (equivalent
to NT$1,776,110
thousand)
-
-
US$73,187 (equivalent
to NT$2,398,704
thousand)
US$2,023 (equivalent to
NT$66,304 thousand)
-
US$54,257 (equivalent
to NT$1,778,273
thousand)
US$980 (equivalent to
NT$32,120 thousand)
US$2,970 (equivalent to
NT$97,342 thousand)
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
US$11,142 (equivalent
to NT$365,179
thousand)
-
-
-
-
-
US$5,602 (equivalent to
NT$183,606
thousand)
-
-
US$6,570 (equivalent to
NT$215,332
thousand)
-
-
US$11,200 (equivalent
to NT$367,080
thousand)
US$94,099 (equivalent
to NT$3,084,095
thousand)
US$23,522 (equivalent
to NT$770,934
thousand)
US$1,270 (equivalent to
NT$41,624 thousand)
US$54,191 (equivalent
to NT$1,776,110
thousand)
-
-
US$67,585 (equivalent
to NT$2,215,098
thousand)
US$2,023 (equivalent to
NT$66,304 thousand)
-
US$47,687 (equivalent
to NT$1,562,941
thousand)
US$980 (equivalent to
NT$32,120 thousand)
US$2,970 (equivalent to
NT$97,342 thousand)
RMB(21,560)
(equivalent to
NT$(109,659)
thousand)
RMB62,333 (equivalent
to NT$317,045
thousand)
RMB27,701 (equivalent
to NT$140,893
thousand)
RMB(290) (equivalent to
NT$(1,473) thousand)
RMB(7,406) (equivalent
to NT$(37,669)
thousand)
RMB11,392 (equivalent
to NT$57,944
thousand)
RMB9,917 (equivalent to
NT$50,442 thousand)
RMB(154,336)
(equivalent to
NT$(785,000)
thousand)
RMB(22,681)
(equivalent to
NT$(115,361)
thousand)
RMB6,941 (equivalent to
NT$35,302 thousand)
RMB43,908 (equivalent
to NT$223,330
thousand)
-
RMB(976) (equivalent to
NT$(4,963) thousand)
72.00
68.40
72.00
72.00
72.00
68.40

52.20
72.00
72.00

70.12
72.00
-
72.00
RMB(15,523)
(equivalent to
NT$(78,955)
thousand)
RMB47,058 (equivalent
to NT$239,351
thousand)
RMB20,776 (equivalent
to NT$105,672
thousand)
RMB(208) (equivalent to
NT$(1,060) thousand)
RMB(5,332) (equivalent
to NT$(27,122)
thousand)
RMB7,792 (equivalent to
NT$39,634 thousand)
RMB5,177 (equivalent to
NT$26,331 thousand)
RMB(111,122)
(equivalent to
NT$(565,200)
thousand)
RMB(16,330)
(equivalent to
NT$(83,060)
thousand)
RMB4,867 (equivalent to
NT$24,754 thousand)
RMB34,209 (equivalent
to NT$173,998
thousand)
-
RMB(703) (equivalent to
NT$(3,573) thousand)
RMB43,558 (equivalent
to NT$219,852
thousand)
RMB2,778,824
(equivalent to
NT$14,025,515
thousand)
RMB437,228 (equivalent
to NT$2,206,616
thousand)
RMB14,874 (equivalent
to NT$75,075
thousand)
RMB1,128,137
(equivalent to
NT$5,694,027
thousand)

RMB107,547 (equivalent
to NT$542,818
thousand)

RMB84,179 (equivalent
to NT$424,874
thousand)
RMB2,561,425
(equivalent to
NT$12,928,241
thousand)
RMB37,251 (equivalent
to NT$188,016
thousand)

RMB36,697 (equivalent
to NT$185,218
thousand)
RMB1,611,489
(equivalent to
NT$8,133,640
thousand)
-
RMB23,204 (equivalent
to NT$117,117
thousand)
US$800 (equivalent to
NT$26,220 thousand)
US$49,717 (equivalent
to NT$1,629,475
thousand)

US$3,028 (equivalent to
NT$99,243 thousand)
-
US$809 (equivalent to
NT$26,515 thousand)

-
-
US$27,009 (equivalent
to NT$885,220
thousand)
US$77 (equivalent to
NT$2,524 thousand)
-
US$9,913 (equivalent to
NT$324,899
thousand)
-
-

(Continued)

  • 110 -
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of December
31, 2015
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2015
Accumulated
Repatriation of
Investment Income as
of December 31, 2015
Outward Inward
SYTCL
YYDCCL
HGYDC
HYTCL
WYCPCL
WYXC
HZYCCL
HXMC
WAMTC
TZOCCL
SLCL
SLCCL
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Production and sales of limestone
Marine transportation
Cement - related products
It manufactures and sells ready-mixed
concrete and cement - related products
Cement - related products
US$3,500 (equivalent to
NT$114,713
thousand)
US$35,530 (equivalent
to NT$1,164,496
thousand)
US$86,170 (equivalent
to NT$2,824,222
thousand)
RMB13,000 (equivalent
to NT$65,615
thousand)
RMB60,000 (equivalent
to NT$302,837
thousand)
RMB90,000 (equivalent
to NT$454,256
thousand)
RMB30,000 (equivalent
to NT$151,419
thousand)
RMB10,000 (equivalent
to NT$50,473
thousand)
RMB35,500 (equivalent
to NT$179,179
thousand)
US$16,000 (equivalent
to NT$524,400
thousand)
RMB600,000 (equivalent
to NT$3,028,370
thousand)
RMB20,000 (equivalent
to NT$100,946
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)

(2)
(2)
US$3,011 (equivalent to
NT$98,686 thousand)
US$14,833 (equivalent
to NT$486,152
thousand)
US$15,350 (equivalent
to NT$503,096
thousand)
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
US$284 (equivalent to
NT$9,308 thousand)
-
-
-
-
-
-
-
-
-
-
-
US$2,727 (equivalent to
NT$89,377 thousand)
US$14,833 (equivalent
to NT$486,152
thousand)
US$15,350 (equivalent
to NT$503,096
thousand)
-
-
-
-
-
-
-
-
-
RMB6,783 (equivalent to
NT$34,498 thousand)
RMB(29,645)
(equivalent to
NT$(150,785)
thousand)
RMB53,200 (equivalent
to NT$270,593
thousand)
RMB3,820 (equivalent to
NT$19,428 thousand)
RMB8,673 (equivalent to
NT$44,111 thousand)
RMB7,227 (equivalent to
NT$36,758 thousand)
RMB3,494 (equivalent to
NT$17,774 thousand)
RMB(3,861) (equivalent
to NT$(19,637)
thousand)
RMB6,636 (equivalent to
NT$33,751 thousand)
RMB(7,198) (equivalent
to NT$(36,611)
thousand)
RMB(55,132)
(equivalent to
NT$(280,420)
thousand)
RMB(3,089) (equivalent
to NT$(15,712)
thousand)

72.00
72.00
72.00

72.00

72.00

64.79

28.80
28.80

34.20
72.00
72.00
72.00
RMB4,883 (equivalent to
NT$24,839 thousand)
RMB(21,345)
(equivalent to
NT$(108,565)
thousand)
RMB38,304 (equivalent
to NT$194,827
thousand)
RMB2,750 (equivalent to
NT$13,988 thousand)
RMB6,244 (equivalent to
NT$31,760 thousand)
RMB3,523 (equivalent to
NT$17,917 thousand)
RMB1,006 (equivalent to
NT$5,119 thousand)
RMB(1,280) (equivalent
to NT$(6,510)
thousand)
RMB2,269 (equivalent to
NT$11,543 thousand)
RMB(4,923) (equivalent
to NT$(25,042)
thousand)
RMB(41,876)
(equivalent to
NT$(212,992)
thousand)
RMB(2,224) (equivalent
to NT$(11,313)
thousand)

RMB45,156 (equivalent
to NT$227,915
thousand)
RMB249,860 (equivalent
to NT$1,261,114
thousand)
RMB694,745 (equivalent
to NT$3,506,574
thousand)

RMB26,095 (equivalent
to NT$131,709
thousand)

RMB50,881 (equivalent
to NT$256,809
thousand)

RMB303,377 (equivalent
to NT$1,531,232
thousand)

RMB12,752 (equivalent
to NT$64,362
thousand)
RMB27,545 (equivalent
to NT$139,029
thousand)

RMB24,719 (equivalent
to NT$124,763
thousand)
RMB61,307 (equivalent
to NT$309,433
thousand)
RMB888,827 (equivalent
to NT$4,486,161
thousand)
RMB3,466 (equivalent to
NT$17,496 thousand)
US$423 (equivalent to
NT$13,864 thousand)

US$1,016 (equivalent to
NT$33,299 thousand)

-
-
-

-
-
-
-
-

-

-
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2015
Investment Amounts Authorized by Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
US$459,297 (Note 3)
(equivalent to NT$15,053,459 thousand)
US$1,780,757
(equivalent to NT$58,364,311 thousand)
(Note 4)

Note 1: The accrual is based on the financial statements audited by independent auditors.

Note 2: The investor companies were incorporated in Mainland China by a company (2) (ACCHC) which was incorporated in the area other than Taiwan and Mainland China in order to invest in Mainland China.

Note 3: As of December 31, 2015, accumulated investment in China Shanshui Cement Group Ltd. which listed at HKEx for managing finance purpose was US$120,860 thousand included in Accumulated Outward Remittance for Investment in Mainland China.

Note 4: The Corporation obtained certificate No. 10420400190 from Industrial Development Bureau, Ministry of Economic Affairs, according to the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”, the accumulation of fund is not limited.

Note 5: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of December 31, 2015; the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2015.

(Concluded)

  • 111 -

TABLE 9

ASIA CEMENT CORPORATION AND INVESTEES

BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTIONS YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars)

Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
0 The Corporation KCC
JYDC
YLPPC
YTRMC
ACSPL
AIC
YSRMC
DCI
1
1
1
1
1
1
1
1
1
1
1
1
Sales
Sales
Sales
Accounts receivable
Sales
Guarantee deposits
Accounts receivable
Sales
Other revenue
Accounts receivable
Sales
Other revenue
$ 19,511
13,414
13,404
289,642
1,662,917
631,455
34,375
807,936
24,673
23,319
214,730
11,728
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
3
-
-
1
-
-
-
-
1 YLPPC YLPCIP 1 Other receivables 20,750 Based on regular terms -
2 YTRMC YTV 1 Other receivables 18,857 Based on regular terms -
3 AEE AEEPL 1 Accounts receivable 11,816 Based on regular terms -
4 NHC The Corporation 2
2
Accounts receivable
Sales
26,663
396,400
Based on regular terms
Based on regular terms
-
1
5 YLT The Corporation 2
2
Accounts receivable
Sales
21,904
204,965
Based on regular terms
Based on regular terms
-
-
6 FSMS The Corporation 2 Sales 34,554 Based on regular terms -
7 FMT The Corporation
YTRMC
NHC
FDT
2
3
3
1
Sales
Sales
Sales
Sales
85,321
38,685
15,913
14,337
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
8 FDT FMT
YLSS
2
3
Other receivables
Sales
15,228
11,397
Based on regular terms
Based on regular terms
-
-
9 ACCHC SIYDCCL
JYDC
1
1
1
1
Interest revenue
Other receivables
Interest revenue
Other receivables
103,312
2,647,831
125,305
2,115,530
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
1
-
1
(Continued)
  • 112 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
YYDCCL
HYDCCL
1
1
1
1
Interest revenue
Other receivables
Interest revenue
Other receivables
$ 30,534
998,567
66,872
1,664,268
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
1
10 OIHPL WYDC
HGYDC
1
1
Other receivables
Other receivables
99,654
155,103
Based on regular terms
Based on regular terms
-
-
11 PIHPL SIYDCCL 1
1
Interest revenue
Other receivables
24,846
1,004,031
Based on regular terms
Based on regular terms
-
-
12 SHYLCP JYDC 3
3
Accounts receivable
Sales
11,954
16,378
Based on regular terms
Based on regular terms
-
-
13 OHC SHYLCP
SYCPCL
WYDC
WYXC
TZOCCL
HGYDC
3
3
3
3
3
1
3
Interest revenue
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
25,666
480,163
25,270
11,655
50,540
75,810
18,141
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
14 SHYFCP SHYLCP 3
3
Other revenue
Other receivables
12,125
29,751
Based on regular terms
Based on regular terms
-
-
15 SYTCL SYCPCL
SIYDCCL
SLCL
CYCPCL
3
3
3
3
3
3
Other receivables
Accounts receivable
Sales
Accounts receivable
Sales
Other receivables
50,540
33,485
271,862
25,822
147,861
50,540
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
16 SIYDCCL SYCPCL
SLCL
SLCCL
CYCPCL
3
3
1
1
1
3
3
Other receivables
Sales
Accounts receivable
Sales
Other receivables
Other receivables
Sales
176,890
35,009
33,055
264,404
151,260
25,270
33,307
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
17 SLCL SIYDCCL 2 Sales 61,729 Based on regular terms -
18 CYCPCL SIYDCCL 3 Sales 30,270 Based on regular terms -
19 JYLTC JYDC
NYDC
HGYDC
2
2
3
3
Accounts receivable
Sales
Sales
Sales
33,302
171,738
67,533
61,602
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
(Continued)
  • 113 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
20 JYDC The Corporation
SHYLCP
SIYDCCL
SLCL
WYCPCL
WYDC
NYLC
NYDC
TZOCCL
YYDCCL
HYDCCL
2
3
3
3
3
3
3
3
1
1
1
1
3
3
3
3
3
3
Sales
Sales
Other revenue
Interest revenue
Other receivables
Sales
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
$ 285,201
72,764
13,008
143,516
1,898,146
21,208
96,308
852,651
10,623
112,194
54,141
398,241
35,547
141,688
139,265
1,071,416
50,891
161,936
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
1
-
-
1
-
-
-
1
-
-
-
2
-
-
21 WYDC SLCL
JYDC
WYCPCL
WYXC
HYDCCL
3
3
3
1
1
1
1
3
3
3
Interest revenue
Other receivables
Other revenue
Interest revenue
Other receivables
Accounts receivable
Sales
Interest revenue
Other receivables
Prepayment for purchases and expense
16,822
328,509
16,188
19,372
353,780
18,829
64,280
15,854
303,240
30,973
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
22 WYXC HYDCCL 2 Sales 19,220 Based on regular terms -
23 NYLC JYDC 2
2
Accounts receivable
Sales
11,062
106,718
Based on regular terms
Based on regular terms
-
-
24 NYDC SHYLCP
JYDC
NYLC
3
2
2
3
Other receivables
Accounts receivable
Sales
Other receivables
25,270
247,635
938,595
75,810
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
1
-
25 TZOCCL JYDC 3 Sales 30,357 Based on regular terms -
26 YYDCCL TZOCCL 3 Other receivables 50,534 Based on regular terms -
27 HYTCL WYCPCL
WYDC
HYDCCL
3
3
2
2
Sales
Sales
Accounts receivable
Sales
11,194
17,413
11,524
133,426
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
(Continued)
  • 114 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
28 HYDCCL SIYDCCL
SLCL
JYDC
WYCPCL
WYDC
WYXC
HGYDC
3
3
3
3
3
3
3
3
3
3
3
1
1
1
1
3
3
3
Sales
Interest revenue
Other receivables
Sales
Other revenue
Accounts receivable
Sales
Accounts receivable
Sales
Other revenue
Sales
Interest revenue
Other receivables
Prepayment for purchases and expense
Sales
Other revenue
Prepayment for purchases and expense
Sales
$ 45,282
37,954
859,178
11,440
25,106
21,319
102,735
10,890
99,745
20,973
116,252
15,125
126,375
20,189
13,203
48,103
30,868
13,947
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29 HGYDC JYDC
WYDC
HYDCCL
3
3
3
3
Accounts receivable
Sales
Sales
Sales
21,881
141,233
65,913
365,379
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
1

Note: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

(Concluded)

  • 115 -

Asia Cement Corporation

Financial Statements for the Years Ended December 31, 2015 and 2014 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Asia Cement Corporation

We have audited the accompanying balance sheets of Asia Cement Corporation (the “Corporation”) as of December 31, 2015 and 2014, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these 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 auditing standards generally accepted in the Republic of China. Those rules and 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 financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2015 and 2014, and its financial performance and its cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

March 25, 2016

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and financial statements shall prevail.

  • 1 -

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 31)

Financial assets at fair value through profit or loss - current (Notes 7 and 31)
Available-for-sale financial assets - current (Note 8)
Debt investments with no active market - current (Notes 10 and 31)
Notes receivable
Related parties (Note 31)
Third parties
Trade receivables
Related parties (Notes 11 and 31)
Third parties (Note 11)
Other receivables (Note 31)
Inventories (Note 12)
Prepayments (Note 17)
Other current assets (Note 18)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 13 and 33)

Available-for-sale financial assets - non-current (Note 8)
Financial assets measured at cost - non-current (Note 9)
Property, plant and equipment (Notes 14 and 33)
Investment properties (Notes 15, 31 and 33)
Intangible assets (Note 16)
Deferred tax assets (Note 27)
Long-term prepayments for lease (Note 17)
Other non-current assets (Notes 18, 23 and 31)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 33)

Short-term bills payable (Notes 20 and 33)
Financial liabilities at fair value through profit or loss - current (Notes 7 and 31)
Accounts payable and accrued expenses
Third parties
Related parties (Note 31)
Dividends and bonuses payable
Current tax liabilities (Note 27)
Customers’ deposits and advances (Note 22)
Current portion of long-term liabilities (Notes 21 and 33)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 21)
Long-term borrowings (Notes 21 and 33)
Deferred income tax liabilities (Note 27)
Deferred revenue - non-current (Note 22)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Note 24)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2015
Amount
%
$ 4,876,146
3
838,797
-
3,194,851
2
1,792,459
1
12,537
-
134,080
-
380,282
-
380,527
-
29,600
-
1,564,101
1
201,463
-

1,156,155

1


14,560,998

8

116,888,348
62
9,592,886
5
177,126
-
5,220,819
3
40,610,918
21
8,639
-
238,934
-
317,932
-

2,062,205

1

175,117,807
92

$ 189,678,805
100

$ 50,000
-
7,750,831
4
-
-
1,557,629
1
156,825
-
201,931
-
189,396
-
134,015
-

13,739,937

7


23,780,564
12

8,000,000
4
13,429,484
7
7,545,491
4
995,008
1

29,385

-


29,999,368
16


53,779,932
28


33,614,472
18


1,155,643

1

14,187,878
7
61,112,646
32

16,251,812

9


91,552,336
48


9,576,422

5

135,898,873
72

$ 189,678,805
100
2014





































































Amount
%
$ 263,566
-

542,137
-

7,987,827
4

2,538,326
2

24,029
-

149,364
-

511,353
-

527,313
1

24,790
-

1,569,656
1

200,533
-

7,141

-

14,346,035

8
120,508,174
64

6,183,703
3

223,536
-

4,850,893
3

38,896,918
21

9,808
-

155,934
-

342,200
-

2,522,194

1
173,693,360
92
$ 188,039,395
100
$ 400,000
-

7,246,837
4

561,086
-

1,633,263
1

161,500
-

204,221
-

204,588
-

112,739
-

2,500,000

2

13,024,234

7

20,954,895
11

4,722,512
3

6,375,681
3

1,063,093
1

65,416

-

33,181,597
18

46,205,831
25

33,614,472
18

1,073,920

1

13,251,715
7

59,505,623
31

22,106,583
12

94,863,921
50

12,281,251

6
141,833,564
75
$ 188,039,395
100

The accompanying notes are an integral part of the financial statements.

  • 2 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 25 and 31)

OPERATING COSTS (Notes 12, 25, 26 and 31)

GROSS PROFIT
UNREALIZED GAIN ON THE TRANSACTIONS
WITH SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES
REALIZED GAIN ON THE TRANSACTIONS WITH
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 26, 31 and 32)

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 26)
Other gains and losses (Note 26)
Finance costs (Note 26)
Share of the profit or loss of subsidiaries and
associates

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 27)

NET INCOME

OTHER COMPREHENSIVE INCOME (LOSS), NET
Items that will not be reclassified subsequently to
profit or loss:
Revaluation gain
Remeasurement of defined benefit plans
Share of the other comprehensive (loss) income of
subsidiaries and associates

2015
Amount
%
$ 12,012,770 100

10,466,846
87

1,545,924 13
-
-

1,884

-

1,547,808 13

570,075

5


977,733

8

723,662
6
2,395,943 20
(520,478) (5)

2,731,173
23


5,330,300
44

6,308,033 52

1,447,792
12


4,860,241
40

-
-
(455,887) (4)

(297,606)
(2)


(753,493)
(6)
2014






























Amount
%
$ 12,394,201 100

11,011,070
89

1,383,131 11

(1,380)
-

-

-

1,381,751 11

644,481

5

737,270

6

603,670
5

1,610,602 13

(531,319) (5)

8,289,811
67

9,972,764
80

10,710,034 86

1,348,399
11

9,361,635
75

122,052
1

(921)
-

60,968

1

182,099

2
(Continued)
  • 3 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Unrealized loss on available-for-sale financial
assets

Share of the other comprehensive (loss) income of
subsidiaries and associates


Other comprehensive (loss) income for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 28)
Basic
Diluted
2015
Amount
%
$ (1,082,453) (9)

(1,680,633)
(14)


(2,763,086)
(23)


(3,516,579)
(29)

$ 1,343,662
11

$ 1.55
$ 1.32
2014








Amount
%
$ (9,624)
-

3,739,280
30

3,729,656
30

3,911,755
32
$ 13,273,390
107
$ 2.98
$ 2.65
$



The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 4 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Per Share Amount)

BALANCE AT JANUARY 1, 2014
Special reserve provided under Rule No. 1030006415 issued by
the FSC
Appropriation of 2013 earnings
Legal reserve
Cash dividends - $1.8 per share
Stock dividends - $0.2 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Acquisition of additional shares in subsidiaries
Additional non-controlling interest arising on exercise of
employee share options issued by subsidiaries
Net income in 2014
Other comprehensive income (loss) for the year ended
December 31, 2014, net of income tax
Other - change in equity from investments in associates accounted
for by using equity method

BALANCE AT DECEMBER 31, 2014
Appropriation of 2014 earnings
Legal reserve
Special reserve
Cash dividends - $2.0 per share
Change in capital surplus from investments in subsidiaries and
associates accounted for by using equity method
Net income in 2015
Other comprehensive income (loss) for the year ended
December 31, 2015, net of income tax
Other - change in equity from investments in associates accounted
for by using equity method
Special reserve reversed

BALANCE AT DECEMBER 31, 2015
Capital Stock Issued
Shares
Share Capital Capital Surplus
3,295,536 $ 32,955,365 $ 1,018,079
-
-
-
-
-
-
-
-
-
65,911
659,107
-
-
-
934
-
-
84,711
-
-
(29,804)
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,073,920
-
-
-
-
-
-
-
-
-
-
-
81,723
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,155,643
Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 12,571,132 $ 14,013,200 $ 65,584,754

-
45,492,423
(45,492,423)

680,583
-
(680,583)

-
-
(5,931,966)

-
-
(659,107)

-
-
-

-
-
-

-
-
-

-
-
9,361,635

-
-
(63,907)

-

-

(11,820)


13,251,715
59,505,623
22,106,583

936,163
-
(936,163)

-
2,001,317
(2,001,317)

-
-
(7,395,184)

-
-
-

-
-
4,860,241

-
-
(811,750)

-
(9)
35,117

-

(394,285)

394,285

$ 14,187,878
$ 61,112,646
$ 16,251,812
Other Equity Total
$ 8,305,589

-

-

-

-

-

-

-

-

3,975,662

-


12,281,251

-

-

-

-

-

(2,704,829)

-

-

$ 9,576,422
Total Equity
$ 134,448,119

-

-

(5,931,966)

-

934

84,711

(29,804)

9,361,635

3,911,755

(11,820)
141,833,564

-

-

(7,395,184)

81,723

4,860,241

(3,516,579)

35,108

-
$ 135,898,873





















Exchange
Differences on
Translating
Foreign

Operations
$ 449,154

-

-

-

-

-

-

-

-

3,739,355

-


4,188,509

-

-

-

-

-

20,725

-

-

$ 4,209,234
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets
$ 7,867,409

-

-

-

-

-

-

-

-

(10,464)

-


7,856,945

-

-

-

-

-

(2,843,706)

-

-

$ 5,013,239
Unrealized
Gain on
Revaluation
$ 3,460

-

-

-

-

-

-

-

-

246,006

-


249,466

-

-

-

-

-

58,257

-

-

$ 307,723
Cash Flow
Hedge
$ (14,434)

-

-

-

-

-

-

-

-

765

-


(13,669)

-

-

-

-

-

59,895

-

-

$ 46,226























Shares

3,295,536
-
-
-
65,911
-
-
-
-
-

-

3,361,447
-
-
-
-
-
-
-

-


3,361,447

The accompanying notes are an integral part of the financial statements.

  • 5 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit of associates and joint venture
Gain on change in fair value of investment properties
Net gain on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Interest expenses
Effect of exchange rate of bonds payable
Depreciation expenses
Dividend income
Gain on disposal of available-for-sale financial assets
Unrealized gain on foreign currency exchange
Interest income
Impairment loss recognized on financial assets
Amortization expenses
(Realized) unrealized gain from inter-affiliate
(Reversal of impairment loss) impairment loss recognized on trade
receivables
Loss (gain) on disposal of property, plant and equipment
Loss on redemption of bonds payable
Gain on disposal of associates
Reversal of impairment loss recognized on non-financial assets
Other items
Changes in operating assets and liabilities:
Financial assets held for trading
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit assets
Accounts payable and accounted expenses
Customers' advances
Deferred income

Cash generated from operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities
2015
$ 6,308,033
(2,731,173)
(1,712,194)
(857,746)
520,478
503,840
484,409
(414,397)
(255,448)
(252,059)
(86,887)
42,000
6,449
(1,884)
(1,341)
304
-
-
-
4,410
-
26,776
279,198
(2,943)
18,146
23,338
(1,829)
(66,633)
(75,186)
21,276

(68,085)

1,710,852
85,020
4,905,872
(282,350)

(282,799)


6,136,595
2014
$ 10,710,034

(8,289,811)

(1,620,298)

(1,012,816)

531,319

970,240

511,772

(400,730)

-

(194,846)

(139,051)

37,358

5,357

1,380

767

(3,379)

356,480

(20,780)

(76,572)

4,409

122,957

26,524

(72,182)

(19,475)

305,956

(93,220)

958

(35,627)

(18,585)

(33,558)

(68,086)

1,486,495

184,108

5,133,720

(240,349)

(41,558)

6,522,416
(Continued)
  • 6 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in refundable deposits

Acquisition of property, plant and equipment
Decrease in debt investments with no active market
Proceeds from disposal of available-for-sale financial assets
Acquisition of intangible assets
Acquisition of investment properties
Proceeds from disposal of property, plant and equipment
Acquisition of available-for-sale financial assets
Acquisition of investments accounted for using equity method
Acquisition of financial assets measured at cost
Proceeds from disposal of investments accounted for using equity
method

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings

Cash dividends paid
Repayments of bonds payable
Increase in short-term bills payable
Decrease in short-term borrowings
(Decrease) increase in guarantee deposits received
Proceeds from issue of bonds
Increase in other non-current liabilities

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR
2015
$ (1,103,610)
(865,619)
780,250
556,788
(5,280)
(1,855)
9
-
-
-

-


(639,317)

21,847,000
(13,140,000)
(7,395,159)
(2,500,000)
503,000
(350,000)
(1,000)
-

-


(1,036,159)


151,461

4,612,580

263,566

$ 4,876,146
2014
$ 5,776

(399,250)

2,688,117

-

(2,730)

(78,494)

12,198

(3,947,079)

(731,762)

(3,308)

171

(2,456,361)

30,540,000
(37,290,000)

(5,931,673)
(15,259,025)

7,950,000

(300,000)

861

8,000,000

1,120
(12,288,717)

2,660

(8,220,002)

8,483,568
$ 263,566

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 7 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ASIA CEMENT CORPORATION

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement - related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s stock has been listed on the Taiwan Stock Exchange since June 1962.

In June 1992 and September 1996, certain shares of the Corporation were sold by Far Eastern New Century Corporation (FENC) in the form of Global Depositary Shares (GDSs). Such GDSs have been quoted through the SEAQ system of the London Stock Exchange and traded through the PORTAL system of the National Association of Securities Dealers, Inc. As of December 31, 2015, the issued and outstanding GDSs aggregated 39,753 units, representing 397,527 shares of the Corporation.

The functional currency of the Corporation is New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors and authorized for issue on March 25, 2016.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC

Pursuant to Rule No. 1030029342 and Rule No. 1030010325 issued by the FSC on April 3, 2014, the Corporation applied the 2013 version of IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) endorsed by the FSC and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers starting January 1, 2015.

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version did not have any material impact on the Corporation’s accounting policies:

  • 1) IFRS 13 “Fair Value Measurement”

IFRS 13 establishes a single source of guidance for fair value measurements. It defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The disclosure requirements in IFRS 13 are more extensive than in past standards; for example, quantitative and qualitative disclosures based on the three-level fair value hierarchy previously required for financial instruments only are extended by IFRS 13 to cover all assets and liabilities within its scope.

The fair value measurements under IFRS 13 are applied prospectively from January 1, 2015. Refer to Note 15 and 30 for related disclosures.

  • 8 -

  • 2) Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”

The amendments to IAS 1 requires items of other comprehensive income to be grouped into those items that (1) will not be reclassified subsequently to profit or loss; and (2) may be reclassified subsequently to profit or loss. Income taxes on related items of other comprehensive income are grouped on the same basis. Under previous IAS 1, there were no such requirements.

The Corporation retrospectively applied the above amendments starting in 2015. Items not expected to be reclassified to profit or loss are revaluation gain, remeasurements of the defined benefit plans and the share of revaluation gain and the remeasurements of subsidiaries and associates accounted for using the equity method. Items expected to be reclassified to profit or loss are unrealized gain (loss) on available-for-sale financial assets and share of the other comprehensive income (except the share of revaluation gain and the remeasurements of the defined benefit plans) of subsidiaries and associates accounted for using the equity method. The application of the above amendments did not have any impact on the net profit for the period, other comprehensive income for the period (net of income tax), and total comprehensive income for the period.

In summary, the application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 IFRSs version affected only the presentation and disclosures of the parent company only financial statements and did not have significant impact on assets, liabilities and equity.

b. New IFRSs in issue but not yet endorsed by the FSC

On March 10, 2016, the FSC announced the scope of IFRSs to be endorsed and will take effect from January 1, 2017. The scope includes all IFRSs that were issued by the IASB before January 1, 2016 and have effective dates on or before January 1, 2017, which means the scope excludes those that are not yet effective as of January 1, 2017 such as IFRS 9 “Financial Instruments” and IFRS 15 “Revenue from Contracts with Customers” and those with undetermined effective date. In addition, the FSC announced that the Corporation should apply IFRS 15 starting January 1, 2018. As of the date the parent company only financial statements were authorized for issue, the FSC has not announced the effective dates of other new, amended and revised standards and interpretations.

The Corporation has not applied the following New IFRSs issued by the IASB but not yet endorsed by the FSC.


the FSC.
New IFRSs
Annual Improvements to IFRSs 2010-2012 Cycle

Annual Improvements to IFRSs 2011-2013 Cycle

Annual Improvements to IFRSs 2012-2014 Cycle

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities:
Applying the Consolidation Exception”

Amendment to IFRS 11 “Accounting for Acquisitions of Interests in
Joint Operations”

IFRS 14 “Regulatory Deferral Accounts”
Effective Date
Announced by IASB (Note 1)
July 1, 2014 (Note 2)
July 1, 2014
January 1, 2016 (Note 3)
January 1, 2018
January 1, 2018
To be determined by IASB
January 1, 2016
January 1, 2016
January 1, 2016
(Continued)
  • 9 -
New IFRSs
IFRS 15 “Revenue from Contracts with Customers”

IFRS 16 “Leases”

Amendment to IAS 1 “Disclosure Initiative”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 16 and IAS 38 “Clarification of Acceptable
Methods of Depreciation and Amortization”

Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”

Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”

Amendment to IAS 27 “Equity Method in Separate Financial
Statements”

Amendment to IAS 36 “Impairment of Assets: Recoverable Amount
Disclosures for Non-financial Assets”

Amendment to IAS 39 “Novation of Derivatives and Continuation of
Hedge Accounting”

IFRIC 21 “Levies”
Effective Date
Announced by IASB (Note 1)
January 1, 2018
January 1, 2019
January 1, 2016
January 1, 2017
January 1, 2017
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
(Concluded)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 2 applies to share-based payment transactions with grant date on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations with acquisition date on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.

  • Note 3: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Corporation’s accounting policies, except for the following:

  • IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Corporation’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • 10 -

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for above, all other financial assets are measured at fair value through profit or loss. However, the Corporation may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The impairment of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Corporation takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

Hedge accounting

The main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entity’s risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risk eligible for hedge accounting of non-financial items; (2) changing the way hedging derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment with the principle of economic relationship between the hedging instrument and the hedged item.

Except for the above impact, as of the date the parent company only financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

  • 11 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for financial instruments and investment properties that are measured at fair values.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

When preparing its parent company only financial statements, the Corporation used equity method to account for its investment in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatment between parent company only basis and consolidated basis were made to investments accounted for by equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income of subsidiaries and associates and related equity items, as appropriate, in the parent company only financial statements.

The properties were leased out to subsidiaries for their operation, and are classified as property plant and equipment in consolidated financial statements. Under IFRSs, these properties are classified as investment properties in parent company only financial statements. In 2014, the subsequent measurement of investment properties were changed from cost less accumulated depreciation model to fair value model.

In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Corporation in its consolidated financial statements, the investment properties leased out to group entities were measured at fair value model with the decrease in total equity and net profit for the year recorded in “investments accounted for by equity method” and “share of profit or loss of associates”.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within twelve months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • 12 -

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

  • b. Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the parent company only financial statements are authorized for issue; and

  • c. Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

Foreign Currencies

In preparing the parent company only financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purposes of presenting parent company only financial statements, the assets and liabilities of the Corporation’s foreign operations (including of the subsidiaries, associates, joint ventures or branches operations in other countries or currencies used different with the Corporation) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

Cash Equivalents

Cash equivalent includes time deposits and commercial papers and bonds sold under repurchase agreements with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at moving-average cost on the balance sheet date.

  • 13 -

Investments Accounted for Using Equity Method

Investments in subsidiaries, associates and joint ventures are accounted for by the equity method.

Investment in subsidiaries

Subsidiaries (including special purpose entities) are the entities controlled by the Corporation.

Under the equity method, the investment is initially recognized at cost and the carrying amount is increased or decreased to recognize the Corporation's share of the profit or loss and other comprehensive income of the subsidiary after the date of acquisition. Besides, the Corporation also recognizes the Corporation’s share of the change in other equity of the subsidiary.

Changes in the Corporation’s ownership interests in subsidiaries that do not result in the Corporation’s loss of control over the subsidiaries are accounted for as equity transactions. Any difference between the carrying amounts of the investment and the fair value of the consideration paid or received is recognized directly in equity.

The acquisition cost in excess of the acquisition-date fair value of the identifiable net assets acquired is recognized as goodwill. Goodwill is not amortized. The acquisition-date fair value of the net identifiable assets acquired in excess of the acquisition cost is recognized immediately in profit or loss.

When testing for impairment, the cash-generating unit is determined based on the financial statements as a whole by comparing its recoverable amount with its carrying amount. If the recoverable amount of the asset subsequently increases, the reversal of the impairment loss is recognized as a gain, but the increased carrying amount of an asset after a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized on the asset in prior years. An impairment loss recognized for goodwill shall not be reversed in a subsequent period.

When the Corporation ceases to have control over a subsidiary, any retained investment is measured at fair value at that date and the difference between the previous carrying amount of the subsidiary attributable to the retained interest and its fair value is included in the determination of the gain or loss. Furthermore, the Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Corporation had directly disposed of the related assets or liabilities.

Profits and losses from downstream transactions with a subsidiary are eliminated in full. Profits and losses from upstream with a subsidiary and sidestream transactions between subsidiaries are recognized in the Corporation’s financial statements only to the extent of interests in the subsidiary that are not related to the Corporation.

Investment in Associates

An associate is an entity over which the Corporation has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of equity of associates attributable to the Corporation.

  • 14 -

Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Corporation subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the Corporation’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Corporation transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Corporation’s financial statements only to the extent of interests in the associate that are not related to the Corporation.

The Corporation’s share of comprehensive income of associates is recognized using the treasury stock method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Corporation are treated as treasury shares and are deducted from the outstanding shares in computing basic earnings per share.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less recognized accumulated depreciation and recognized accumulated impairment loss. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently.

Properties in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation is recognized using the fixed-percentage-on-declining-balance method or the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Investment Properties

Investment properties are properties held to earn rentals or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

  • 15 -

Investment properties are measured initially at cost, including transaction costs and are subsequently measured using the fair value model. Gain or loss arising from changes in the fair value of investment properties is included in profit or loss for the period in which they raise.

For a transfer from property, plant and equipment to investment property at the end of owner-occupation, any difference between the fair value of the property at the transfer date and its previous carrying amount is recognized in other comprehensive income.

Any gain or loss arising on derecognition of the property is calculated as the difference between the net disposal proceeds and the carrying amount of the asset and is included in profit or loss in the period in which the property is derecognized.

Intangible Assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Corporation expects to dispose of the intangible asset before the end of its economic life.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

Impairment of Tangible and Intangible Assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.

When an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized in profit or loss.

Financial Instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • 16 -

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a. Measurement category

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.

  • 1) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss. A financial asset may be designated as at fair value through profit or loss upon initial recognition if the contract contains one or more embedded derivatives so that the entire hybrid contract can be designated as at fair value through profit or loss upon initial recognition.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset (including dividend earned in the year of investment). Fair value is determined in the manner described in Note 30.

  • 2) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Fair value is determined in the manner described in Note 30.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

  • 3) Loans and receivables

Loans and receivables (including cash and cash equivalent, trade receivables, other receivables and debt investments with no active market) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

  • 17 -

Cash equivalent includes time deposits and commercial papers and bonds sold under repurchase agreements with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b. Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed as not impaired individually. The amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period. In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables and other receivables that are written off against the allowance account.

  • c. Derecognition of financial assets

The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

  • 18 -

Financial liabilities

  • a. Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or it is designated as at fair value through profit or loss.

Any gains or losses arising on remeasurement are recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 30.

  • b. Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Exchangeable bonds

Exchangeable bonds are recognized at total issuance price less the fair value of independently measured embedded derivatives (i.e., bond holders’ right to exchange the bond with a fixed price for underlying shares the Corporation holds). The non-derivative liability component of bonds is measured at amortized cost using the effective interest method. Interest and gain (loss) on bond redemption are recognized in profit or loss. When bonds are exchanged for underlying shares, the disposal gain or loss of the underlying shares is measured as the difference between the book value of the underlying shares and the sum of the book value of non-derivative liability component and the fair value of embedded derivatives. Before the maturity of the bonds, change in fair value of the embedded derivatives is recognized in profit or loss.

Convertible bonds

Convertible bonds issued by the Group that contain both liability and conversion option components are classified separately into respective items on initial recognition. The conversion option that will be settled other than by the exchange of a fixed amount of cash or other financial asset for a fixed number of the Corporation’s own equity instruments is classified as a conversion option derivative. At the date of issue, both the liability and conversion option components are recognized at fair value.

On initial recognition, the derivative financial liabilities component of the convertible bonds is recognized at fair value and the initial carrying amount of the component of non-derivative financial liabilities is determined by deducting the amount of derivative financial liabilities from the fair value of the hybrid instrument as a whole. In subsequent periods, the non-derivative financial liabilities component of the convertible bonds is measured at amortized cost using the effective interest method. The derivative financial liabilities component is measured at fair value and the changes in fair value are recognized in profit or loss.

Transaction costs that relate to the issue of the convertible bonds are allocated to the derivative financial liabilities component and the non-derivative financial liabilities component in proportion to their relative fair values. Transaction costs relating to the derivative financial liabilities component are recognized immediately in profit or loss. Transaction costs relating to the non-derivative financial liabilities component are included in the carrying amount of the liability component.

  • 19 -

Derivative financial instruments

The Corporation enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including cross-currency swap contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at fair value through profit or loss.

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sales returns are recognized at the time of sale provided the seller can reliably estimate future returns and recognizes a liability for returns based on previous experience and other relevant factors.

  • a. Sale of goods

Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

  • 1) The Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • 2) The Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • 3) The amount of revenue can be measured reliably;

  • 4) It is probable that the economic benefits associated with the transaction will flow to the Corporation; and

  • 5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • b. Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

  • 20 -

Operating Leases

When the Corporation is lessor, rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. When the Corporation is lessee, operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Employee Benefits

  • a. Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and net interest on the net defined benefit liability (asset)) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • c. Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Corporation can no longer withdraw the offer of the termination benefit and when the Corporation recognizes any related restructuring costs.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

a. Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

b. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company only financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

  • 21 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties that are measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.

  • c. Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Corporation’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Estimated Impairment of Trade Receivables

When there is objective evidence of impairment loss, the Corporation takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.

  • 22 -

Write-down of Inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

Fair Value Measurements and Valuation Process

If some of the Corporation's assets and liabilities measured at fair value have no quoted prices in active markets, the Corporation determines whether to engage third party qualified valuers for the appropriate valuation techniques of fair value measurements in accordance with related regulations or judgments.

Where Level 1 inputs are not available, the engaged valuers would determine appropriate inputs by referring to the analyses of the financial position and the operation results of investees, recent transaction prices and valuation multiples of comparable entities of the Corporation’s equity instruments not quoted in active markets/market prices or rates and specific features of the Corporation’s derivatives/the existing lease contracts and rentals of similar properties in the vicinity of the Corporation’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Note 15 and 30.

6. CASH AND CASH EQUIVALENTS

Checking accounts and demand deposits

Petty cash
Cash on hand
Time deposits with original maturities less than three months

December 31 December 31


2015
$ 4,874,535

1,215
396
-

$ 4,876,146
2014
$ 142,056
1,215
215

120,080
$ 263,566

The market rate intervals of time deposits with original maturities less than three months, commercial papers with repurchase agreements at the end of the reporting period were as follows:

Time deposits with original maturities less than three months December 31
2015
2014
-
0.75%

Time deposits with original maturity mare than three months as of December 31, 2015 and 2014, were $1,792,459 thousand and $2,538,326 thousand respectively, and were reclassified as debt investment with no active market. Please refer to Note 10.

  • 23 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
Financial assets held for trading
Derivative financial assets (not under hedge accounting)
Cross-currency swap contracts

Non-derivative financial assets
Beneficiary certificates of funds


Financial liabilities at FVTPL
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Convertible bonds options

December 31 December 31




2015
$ 679,497

159,300

$ 838,797

$ -

$ -
2014
$ 362,637

179,500
$ 542,137
$ 561,086
$ 561,086

The Corporation entered into cross-currency swap contracts during the years ended December 31, 2015 and 2014 to manage exposures due to exchange rate fluctuations. The financial risk management objective of the Corporation is to minimize risks due to changes in cash flows.

The outstanding cross-currency swap contracts not under hedge accounting as of December 31, 2015 and 2014 were as follows:


2014 were as follows:
Contract Amount Range of Interest Range of Interest
(In Thousands) Maturity Date Rates Paid Rates Received
US$220,000 2016.5.10 - 0.58%-0.60%

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Domestic investments
Listed stocks

Foreign investments
Listed stocks

December 31 December 31 December 31 December 31
2015
Current
Noncurrent
$ 2,097,924 $ 4,738,361

1,096,927

4,854,525

$ 3,194,851
$ 9,592,886
2014


Current
$ 2,097,924

1,096,927

$ 3,194,851


Current
$ 2,265,509

5,722,318

$ 7,987,827
Noncurrent
$ 6,183,703

-
$ 6,183,703

China Shanshui Cement Group Limited (CSCGL)’s board of directors made an announcement on April 16, 2015 that CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement of 25% according to the Main Board Listing Rules 8.08 of Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2015, trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Corporation engaged third party qualified valuers for fair value measurements of CSCGL’s securities, and therefore reclassified the investment from available-for-sale financial assets - current to available-for-sale

  • 24 -

financial assets - non-current. Please refer to Note 30 for the detailed information of fair value measurements.

The Corporation and subsidiaries owned 20.96% of the equity interest in China Shanshui Cement Group Limited (CSCGL). As of December 31, 2015, the management of the Corporation ascertained that the Corporation is not able to exercise significant influence over CSCGL due to the fact that the Corporation is not part of CSCGL’s board of directors and is not involved in its operation and financial decision. As a result, the aforementioned investment is not accounted for using equity method.

9. FINANCIAL ASSETS MEASURED AT COST - NONCURRENT

FINANCIAL ASSETS MEASURED AT COST - NONCURRENT
Domestic unquoted stocks
Kaohsiung Rapid Transit Corp. (KRT)

Ding Ding Hotel Corp. (DDH)
Taiwan Stock Exchange Corp.
L’Hotel de Chine Group
Others


Classified according to financial asset measurement categories
Available-for-sale financial assets
December 31



2015
$ 96,266

39,515
23,752
11,441
6,152

$ 177,126

$ 177,126
2014
$ 100,676
81,515
23,752
11,441

6,152
$ 223,536
$ 223,536
  • a. Management believed that the above unlisted equity investments held by the Corporation, whose fair value cannot be reliably measured due to the range of reasonable fair value estimates was so significant; therefore they were measured at cost less impairment at the end of the reporting period.

  • b. The Corporation invested $137,294 thousand in DDH in 2013, and recognized impairment loss of $42,000 thousand and $37,358 thousand respectively in 2015 and 2014.

  • c. At the end of June 2013, the Corporation invested $107,290 thousand in KRT. The investment cost is amortized over the period of the chartered right to operate since the day of investment. The accumulated amortization amount was $11,024 thousand as of December 31, 2015.

10. DEBT INVESTMENTS WITH NO ACTIVE MARKET - CURRENT

Time deposits with original maturity more than 3 months
December 31 December 31
2015
$ 1,792,459
2014
$ 2,538,326

11. TRADE RECEIVABLES

TRADE RECEIVABLES
Trade receivables

Operating lease receivable
Less: Allowance for impairment loss

December 31


2015
$ 748,646

18,694
(6,531)

$ 760,809
2014
$ 1,023,886
30,668

(15,888)
$ 1,038,666
  • 25 -

Trade Receivables - Sales

The average credit period for sales of goods was 30-90 days. In determining the recoverability of a trade receivable, the Corporation considered any changes in the credit quality of the trade receivable since the day credit was initially granted to the end of the reporting period.

The Corporation transacted with vast variety of independent customers, and thus the concentration of credit risk was limited.

For the trade receivable balances at the end of the reporting period, because there was no significant change in credit quality and the Corporation considered the balances recoverable, the Corporation did not hold any collateral or other credit enhancements but provided allowance for impairment loss, as necessary. In addition, the Corporation had no legal rights to offset trade receivables from one counterparty against accounts payable to the same counterparty.

The aging of receivables - sales (less: Allowance for impairment loss) was as follows:

Less than 90 days

More than 366 days

December 31 December 31


2015
$ 742,115

-

$ 742,115
2014
$ 997,998

10,000
$ 1,007,998

The aging of receivables - sales that were past due but not impaired was as follows:

More than 366 days
The above aging schedule was based on the invoice date.
December 31
2015
$ -
2014
$ 10,000

The movements of the allowance for doubtful trade receivables were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2014
$ 7,925
$ 7,196

Add: Impairment losses (reversed) recognized
on receivables

(301)

1,068

$ 7,624
$ 8,264

Balance at January 1, 2015
$ 7,624
$ 8,264

Add: Impairment losses reversed on receivables
-
(1,341)
Less: Amounts written off as uncollectible

(7,624)

(392)

$ -
$ 6,531
Total
$ 15,121

767
$ 15,888
$ 15,888
(1,341)

(8,016)
$ 6,531
  • 26 -

12. INVENTORIES

INVENTORIES
Finished goods

Work in process
Raw materials
Supplies

December 31


2015
$ 219,073

406,536
594,985
343,507

$ 1,564,101
2014
$ 174,536
385,835
491,500

517,785
$ 1,569,656

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2015 and 2014 was $10,318,917 thousand and $10,858,652 thousand, respectively.

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates


Less: Effect of investment properties at fair value method


a. Investments in subsidiaries
December 31 December 31




2015
$ 61,775,740

57,940,786

119,716,526

2,828,178

$ 116,888,348
2014
$ 63,801,873
59,295,518
123,097,391
2,589,217
$ 120,508,174
Listed companies
Asia Cement (China) Holdings Corp. (ACCHC)

Unlisted companies
Der Ching Investment Corp. (DCI)
Chiahui Power Corp. (CHP)
Asia Cement (Singapore) Pte. Ltd. (ACSPL)
Asia Investment Corp. (AIC)
Yuan Long Stainless Steel Co., Ltd. (YLSS)
Ya Tung Ready Mixed Concrete Co., Ltd. (YTRMC)
Fu Ming Transport Corp. (FMT)
Nan Hwa Cement Corp. (NHC)
Yali Transport Corp. (YLT)
Asia Engineering Enterprise Corp. (AEE)
Yali Precast and Prestressed Concrete Industrial Corp.
(YLPPC)
Sunrise Industrial Holdings Ltd. (SIHL)


December 31 December 31



2015
$ 31,748,957

12,825,928
5,637,104
3,421,569
2,709,026
1,583,182
1,581,533
1,285,062
403,029
258,232
158,135
114,008

49,975


30,026,783

$ 61,775,740
2014
$ 34,348,865

12,394,100

5,385,550

3,632,940

2,348,028

1,867,658

1,498,037

1,357,194

401,816

266,331

166,184

87,517

47,653

29,453,008
$ 63,801,873
  • 27 -

As the end of the reporting period, the proportion of ownership and voting rights in subsidiaries held by the Corporation were as follows:


the Corporation were as follows:
Name of Associate
ACCHC
DCI
CHP
ACSPL
AIC
YLSS
YTRMC
FMT
NHC
YLT
AEE
YLPPC
SIHL
December 31
2015
2014
67.73%
67.73%
99.99%
99.99%
59.59%
59.59%
99.96%
99.96%
100.00%
100.00%
100.00%
100.00%
99.99%
99.99%
99.82%
99.82%
99.94%
99.94%
51.00%
51.00%
98.23%
98.23%
83.81%
83.81%
100.00%
100.00%

Fair values of investments in subsidiaries for which there are published price quotation are summarized as follow, based on the closing price of those investments at the end of the reporting period:

Name of Subsidiaries
ACCHC
December 31 December 31
2015
$ 8,255,412
2014
$ 19,469,475

The investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2015 and 2014 was based on the subsidiaries’ financial statements audited by the auditors for the same year.

  • b. Investment in associates
Material associates
Listed stocks
Far Eastern New Century Corporation (FENC)

U-Ming Marine Transport Corp. (U-Ming)


Associates that are not individually material
Unlisted stocks
Yuan Ding Co., Ltd. (YDC)
Oriental Securities Corp. (OSC)
Yue Yuan Investment Corp. (YYI)
FEDS Development Ltd. (FEDSDL)
Yue Ding Enterprise Corp. (YDEC)
Everstrong Iron & Steel Foundry Ltd. (EISF)


December 31 December 31





2015
$ 39,046,768

10,753,621


49,800,389

3,345,343
1,869,637
1,825,213
629,794
394,422

75,988


8,140,397

$ 57,940,786
2014
$ 39,349,962

10,863,294

50,213,256

3,535,235

1,983,909

2,462,329

619,411

405,775

75,603

9,082,262
$ 59,295,518
  • 28 -

As the end of the reporting period, the proportion of ownership and voting rights in associates held by the Corporation were as follows:

Name of Associate
FENC
U-Ming
YDC
OSC
YYI
FEDSDL
YDLC
EISF
December 31
2015
2014
23.77%
23.77%
39.25%
38.66%
35.50%
35.50%
18.93%
18.93%
29.92%
29.92%
25.00%
25.00%
43.60%
43.60%
40.40%
40.40%

As of December 31, 2015 and 2014, the information of other investees was as follows:

1) The summarized financial information in respect of the Group’s associates is set out below:

FENC

Current assets

Non-current assets

Current liabilities
Non-current liabilities

Equity

Proportion of the Group’s ownership
Equity attributable to the Group
Cross shareholdings

Carrying amount


Operating revenue

Net profit for the year
Other comprehensive (loss) income

Total comprehensive income for the year

Dividends received from FENC

U-Ming
Current assets

Non-current assets
December 31
2015
2014
$ 32,296,066 $ 30,708,530
262,871,547 262,667,261
20,970,190
19,210,191

76,945,858

74,665,171
197,251,565 199,500,429
23.77%
23.77%
46,886,697
47,421,252

(7,839,929)

(8,071,290)
$ 39,046,768
$ 39,349,962
For the Year Ended December 31



2015
2014
$ 46,849,529 $ 58,108,474
8,034,691
11,033,421

(4,321,905)

1,855,943
$ 3,712,786
$ 12,889,364
$ 1,496,797
$ 1,589,735
December 31
2015
2014
$ 2,459,341 $ 2,787,511
58,866,327
59,254,549
(Continued)
  • 29 -
Current liabilities

Non-current liabilities

Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Unrealized gain or loss with associates

Carrying amount


Operating revenue

Net profit for the year
Other comprehensive income

Total comprehensive income for the year

Dividends received from FENC
December 31 December 31
2015
2014
$ 26,689,046 $ 24,886,213

7,049,768

8,864,296
27,586,854
28,291,551
39.25%
38.66%
10,827,840
10,937,513

(74,219)

(74,219)
$ 10,753,621
$ 10,863,294
(Concluded)
For the Year Ended December 31



2015
$ 1,387,976

824,397
841,398

$ 1,665,795

$ 729,743
2014
$ 1,251,285
2,083,117

2,433,821
$ 4,516,938
$ 663,402
  • 2) Aggregate information of associates that are not individually material

The Group’s share of:
Profit for the year

Other comprehensive loss

Total comprehensive (loss) income for the year
For the Year Ended For the Year Ended December 31


2015
$ 183,325

(588,815)

$ (405,490)
2014
$ 904,401
(676,382)
$ 228,019

3) Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:

Name of Associate
FENC

U-Ming
December 31 December 31

2015
$ 32,761,135

$ 8,839,836
2014
$ 39,166,177
$ 16,551,887

The investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2015 and 2014 was based on the associates’ financial statements audited by the auditors for the same year.

  • 30 -

14. PROPERTY, PLANT AND EQUIPMENT


Cost


Balance at January 1, 2014

Additions
Disposals
Transfer from completed
construction
Revaluation increment
Transfer to investment
properties

Balance at December 31, 2014
Accumulated depreciation
and impairment


Balance at January 1, 2014

Disposals

Depreciation expense

Reversal of impairment loss

Transfer to investment
properties

Balance at December 31, 2014

Carrying amounts at
December 31, 2014


Cost


Balance at January 1, 2015

Additions
Disposals
Transfer from completed
construction
Transfer from other
non-current assets

Balance at December 31, 2015
Accumulated depreciation
and impairment


Balance at January 1, 2015

Disposals

Depreciation expense

Balance at December 31, 2015

Carrying amounts at
December 31, 2015
Land
$ 3,010,882
13,931
(5,430 )
128,470

(374,974)


2,772,879

73,212
-
-
(73,212 )

-


-

$ 2,772,879

$ 2,772,879
6,416
-
-

(270)


2,779,025

-
-

-


-

$ 2,779,025
Buildings
$ 4,153,270

474

(14,041 )
5,845

-

(39,964)


4,105,584


3,395,942

(10,685 )

68,192

(3,360 )

(36,052)


3,414,037

$ 691,547

$ 4,105,584

9,870

-

11,352

-


4,126,806


3,414,037

-

60,450


3,474,487

$ 652,319
Machinery
and
Equipment
$ 16,384,450

27,900

(13,704 )

31,467

-

-


16,430,113


15,861,391

(13,704 )

180,287

-

-


16,027,974

$ 402,139

$ 16,430,113

146,233

(5,405 )

105,875

-


16,676,816


16,027,974

(5,172 )

160,680


16,183,482

$ 493,334
Other
Equipment
$ 5,140,618

130,369

(13,478 )

62,694

-

-


5,320,203


4,397,587

(13,445 )

263,293

-

-


4,647,435

$ 672,768

$ 5,320,203

127,527

(26,133 )

84,440

-


5,506,037


4,647,435

(26,102 )

263,279


4,884,612

$ 621,425
Property in
Construction
$ 152,643

258,923

-

(100,006 )

-

-


311,560


-

-

-

-

-


-

$ 311,560

$ 311,560

564,823

-

(201,667 )

-


674,716


-

-

-


-

$ 674,716
Total
$ 28,841,863

431,597

(46,653 )

-

128,470

(414,938)

28,940,339

23,728,132

(37,834 )

511,772

(76,572 )

(36,052)

24,089,446
$ 4,850,893
$ 28,940,339

854,869

(31,538 )

-

(270)

29,763,400

24,089,446

(31,274 )

484,409

24,542,581
$ 5,220,819

No impairment assessment was performed for the years ended 2015 and 2014 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a fixed-percentage-ondecling-balance basis or on a straight-line basis over the estimated useful life of the asset taken apart to major component elements:

Building Main buildings 15-55 years Other facilities 3-15 years Equipment 2-20 years Other equipment 3-15 years

Refer to Note 33 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.

  • 31 -

15. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Carrying amount
Leased investment properties
Undeveloped investment properties
Balance at January 1, 2014

Change in fair value of investment properties
Additions
Transferred from property, plant and equipment
Balance at December 31, 2014

Balance at January 1, 2014

Change in fair value of investment properties
Additions
Disposals

Balance at December 31, 2014



Leased
Investment
Property
$ 31,984,304
78,494
1,510,003

378,887

$ 33,951,688

$ 33,951,688
1,531,783
1,855

(49)

$ 35,485,277
December 31












2015
$ 35,485,277

5,125,641

$ 40,610,918

Undeveloped
Investment
Property
$ 4,834,935

-

110,295

-

$ 4,945,230

$ 4,945,230

180,411

-

-

$ 5,125,641
2014
$ 33,951,688

4,945,230
$ 38,896,918
Total
$ 36,819,239

78,494

1,620,298

378,887
$ 38,896,918
$ 38,896,918

1,712,194

1,855

(49)
$ 40,610,918

The above leasing investment properties were as follows:

  • a. The Corporation granted FEDSDL the right to construct a shopping center on a parcel of land it owned with an area of 6,976 square meters located in Lin-Ya, Kaohsiung. In consideration for the foregoing and the continued use of the land for fifty years, FEDSDL shall pay the following: (a) land use right amounting to $1,073,000 thousand and (b) annual rental amounting to 5% of the reference price of such land announced by the local government. The land use right payment received by the Corporation was recognized as long-term deferred income, and recognized as rental revenue periodically during the superficies period.

  • b. The Corporation and Far Eastern Resources Development Co. (FERD) equally owned a parcel of land located on Tun Hwa South Road, Taipei City. Under an agreement entered into with YDC, the Corporation and FERD had agreed on the following: (a) construction by YDC of a twin towers building (Taipei Metro) on the said land, (b) continued use of the land without additional compensation for 30 years starting from the date of the completion of the building, (c) transfer to each of the Corporation and FERD 12% of the usable area of the building, and (d) transfer to FERD and the Corporation of the remaining usable area of the building after the end of 30 years in exchange for the book value of the property. In view of the foregoing agreement, the Corporation recorded the 12% of the building construction cost or $1,402,753 thousand as building acquired and as deferred revenue, and recognized as revenue periodically during the superficies period.

  • c. Others mainly included the following:

  • 1) Land in Shu-Lin - leased to YLPPC;

  • 32 -

  • 2) Asia-Cement Building and Pao-Ching Building - leased to FEDS;

  • 3) Land in Taichung Quan-Lien Industrial Zone - leased to NHC;

  • 4) Land and buildings in Tu-Cheng, Lin-Ko, Taichung and Hsi-Chih - leased to YTRMC;

  • 5) Land and building in Hwalien - leased to YLT;

The lease terms of the above 1-5 are 1-10 years and the rents are paid monthly.

The fair values of investment properties were valued by independent qualified professional valuers. The fair values of a single investment properties with individual carrying amount of at least NT$300 million as of December 31, 2015 and 2014 were determined by qualified professional valuer, Mr. Tsai, the real estate appraiser from DTZ Real Estate Appraisers Firm, on March 3, 2016 and March 6, 2015, respectively. The fair values of investment properties leased to subsidiary were determined by qualified valuer, Mr. Huang, the real estate appraiser from CCIS Real Estate Appraisers Firm.

The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements in the fair value were as follows:

Balance at January 1, 2014

Recognized in profit or loss (gain arising from the
change in fair value of investment property)
Purchases
Transfers into Level 3

Balance at December 31, 2014

Balance at January 1, 2015

Recognized in profit or loss (gain arising from the
change in fair value of investment property)
Purchases
Sales

Balance at December 31, 2015
Completed
Investment
Property
Investment
Property under
Construction
$ 31,984,304 $ 4,834,935
1,510,003
110,295
78,494
-

378,887

-

$ 33,951,688
$ 4,945,230

$ 33,951,688 $ 4,945,230
1,531,783
180,411
1,855
-

(49)

-

$ 35,485,277
$ 5,125,641
Total
$ 36,819,239

1,620,298

78,494

378,887
$ 38,896,918
$ 38,896,918

1,712,194

1,855

(49)
$ 40,610,918

The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows, or the decrease in discount rates would result in increase in the fair value.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
December 31 December 31


2015
$ 54,977,792

2,257,843

$ 52,719,949

1.99%-4.49%
2014
$ 52,750,992

2,171,947
$ 50,579,045
2.13%-4.63%

The market rentals for comparable properties in the area where the investment property is located were between $1 thousand and $5 thousand per ping (i.e. per 3.3 square meters).

  • 33 -

The rental income generated for the years ended December 31, 2015 and 2014 was $351,513 thousand and $354,708 thousand, respectively.

The expected future cash inflows generated by investment property included rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Corporation’s current rental contract, regional and market quotation, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the interest rate for one-year central bank-announced demand deposit interest rate; the disposal value was determined using the direct capitalization method under the income approach. The expected future cash outflows to be incurred by investment property included expenditure such as land value taxes, house taxes, insurance premium, maintenance costs and others. These expenditure was extrapolated on the basis of the current level of expenditure, taking into account the future adjustment to the government-announced land value, the tax rate promulgated under the House Tax Act.

The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, and any asset-specific risk premiums between 0.0% and 2.5%.

The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, or estimated income capitalization rate, whichever is higher, as well as any asset-specific risk premiums. As of December 31, 2015 and 2014, the risk premiums were both between 0.0%-2.5%.

Refer to Note 33 for the carrying amount of investment properties pledged by the Group as collaterals for borrowings.

16. INTANGIBLE ASSETS

INTANGIBLE ASSETS
Carrying amount
Computer software
Cost
Balance at January 1, 2014
Additions
Balance at December 31, 2014
Accumulated amortization and impairment
Balance at January 1, 2014
Amortization expense
Balance at December 31, 2014
Carrying amounts at December 31, 2014
December 31
2015
$ 8,639





2014
$ 9,808
Computer
Software
$ 144,068

2,730

146,798
131,633

5,357

136,990
$ 9,808
(Continued)
  • 34 -
Cost
Balance at January 1, 2015

Additions

Balance at December 31, 2015

Accumulated amortization and impairment
Balance at January 1, 2015
Amortization expense

Balance at December 31, 2015

Carrying amounts at December 31, 2015
Computer
Software
$ 146,798

5,280

152,078
136,990

6,449

143,439
$ 8,639
(Concluded)

The above items of intangible assets are amortized on a straight-line basis over the estimated useful life of the asset. The estimated useful life of computer software is from 3 to 10 years.

17. REPAYMENTS FOR LEASE OBLIGATIONS

REPAYMENTS FOR LEASE OBLIGATIONS
Current asset (included in prepayments line item)

Non-current asset

December 31


2015
$ 29,888

317,932

$ 347,820
2014
$ 29,901

342,200
$ 372,101

18. OTHER ASSETS - NONCURRENT

OTHER ASSETS - NONCURRENT
Prepaid pension (Note 23)

Refundable deposits
Others


Refundable deposits
Current

Non-current
December 31




2015
$ 1,343,648

718,428
129

$ 2,062,205

$ 1,147,185

$ 718,428
2014
$ 1,826,277
695,788

129
$ 2,522,194
$ -
$ 695,788
  • 35 -

19. SHORT-TERM BORROWINGS

SHORT-TERM BORROWINGS
Unsecured

Interest rate (%)
Final repayment date
December 31
2015
$ 50,000

1.12%
2016.01.05
2014
$ 400,000
0.83%
2015.01.22

20. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discounts


Interest rate (%)
December 31


2015
$ 7,753,000

2,169

$ 7,750,831

0.43%-0.68%
2014
$ 7,250,000

3,163
$ 7,246,837
0.58%-0.90%

Short-term bills payable were issued under guarantee obtained from financial institutions.

21. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Long-term loans
Bank loans

Long-term commercial paper
Less: Unamortized discount


Bonds
Domestic bonds
1stunsecured bonds issued in 2010
1stunsecured bonds issued in 2014


Euro bonds
2ndEuro exchangeable bonds issued in 2011 - US$375,000
thousand
1stEuro convertible bonds issued in 2011 - US$172,500
thousand
2ndEuro convertible bonds issued in 2013 - US$220,000
thousand


Less: Current portion

December 31








2015
$ 10,437,000
3,000,000

7,516


13,429,484

-

8,000,000


8,000,000

1,384,760
5,386,571

6,968,606


13,739,937

35,169,421

13,739,937

$ 21,429,484
2014
$ 1,730,000

3,000,000

7,488

4,722,512

2,500,000

8,000,000

10,500,000

1,312,062

5,032,277

6,610,556

12,954,895

28,177,407

2,500,000
$ 25,677,407

a. Bank loans were based on long-term revolving credit contracts with financial institutions. As of December 31, 2015 and 2014, interest rates were 0.85% to 1.85% and 0.90% to 1.87%, respectively. The maturity date of the contract is October 14, 2017.

  • 36 -

  • b. Long-term Commercial paper was issued under revolving credit agreements. As of December 31, 2015 and 2014, interest rates were 0.84% to 1.20% and 0.80% to 1.20%, respectively. The maturity date of the contract is April 16, 2018.

  • c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to May 2019. As of December 31, 2015 and 2014, interest rates were 1.36% and 1.36% to 1.95%, respectively.

  • d. In order to purchase coal and raw materials and repay part of outstanding long-term and short-term debt, on January 27, 2011, the Corporation issued 2[nd] US$375,000 thousand (equivalent to NT$10,991,250 thousand) zero coupon Euro exchangeable bonds due 2016. The bonds are exchangeable, at the option of the holder thereof, into common shares of Far Eastern New Century Corporation (FENC).

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled or exchanged, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are exchangeable into FENC’s shares (“Reference Shares”) at any time on or after March 9, 2011 and prior to the close of business on December 28, 2015. The initial exchange price was NT$63.51 per Reference Share, determined on the basis of a fixed exchange rate of NT$29.032=US$1.00.

  • 3) Redemption at the option of the Corporation

At any time on or after January 27, 2014, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the shares, translated into U.S. dollars at the prevailing rate, for a period of 30 consecutive trading days, the last of which occurs not more than five trading days immediately preceding the date of redemption notice, is at least 130% of the quotient of the early redemption amount divided by the number of reference shares to be delivered upon exchange of US$200,000 principal amount of bonds on the applicable Trading Day based on the exchange price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.032=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the relevant tranche of bonds has already been redeemed, repurchased and cancelled, or exchanged.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or exchanged, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on January 27, 2014 at a redemption price equal to 100% of the principal amount thereof. (Please refer to item 6 below for information on the redemption of bonds.)

  • 5) The exchange price shall be subject to adjustment in the manner, including (but not limited to):

  • a) Declaration of dividend in Reference Shares or free distribution or bonus issue of Reference Shares.

  • b) Subdivision, consolidation and reclassification of Reference Shares.

  • c) Issuance of rights to purchase Reference Shares.

  • 37 -

    • d) Employee stock bonus.

    • e) Issuance of warrants to purchase Reference Shares.

    • f) Issue of rights or warrants for equity-related securities of FENC to holders of Reference Shares.

    • g) FENC capital distributions, other distributions to holders of FENC common stock.

    • h) Issue of convertible or exchangeable securities of FENC other than to holders of Reference Shares or on exercise of warrants.

    • i) Other issues of Reference Shares.

    • j) Issue of equity related securities by FENC.

    • k) Capital reduction of FENC.

    • l) Offers by FENC for Reference Shares.

    • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above including, but not limited to, issue of receipts or certificates entitling holders to receive Reference Shares at less than the initial exchange price. The exchange price was NT$45.4 as of December 31, 2015.

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$332,700 thousand on January 27, 2014. After the redemption, the bonds outstanding in the amount of US$42,300 thousand had not been exchanged into the common shares of FENC as of December 31, 2015.

  • e. In order to purchase raw materials overseas, on June 7, 2011, the Corporation issued 1[st] US$172,500 thousand (equivalent to NT$4,935,915 thousand) zero coupon Euro convertible bonds due 2016.

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 101.51% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s common shares (“Shares”) at any time on or after July 18, 2011 and prior to the close of business on May 6, 2016. The initial conversion price was NT$50.17 per share, determined on the basis of a fixed exchange rate of NT$28.648=US$1.00.

  • 3) Redemption at the option of the Corporation

At any time on or after June 7, 2014, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$28.648=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 38 -

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on June 7, 2014 at a redemption price equal to 100.9% of the principal amount thereof. (Please refer to item 6 below for information on the redemption of bonds.)

  • 5) The conversion price shall be subject to adjustment in the manner, including (but not limited to):

    • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

    • b) Subdivision, consolidation and reclassification of Shares.

    • c) Rights issues to shareholders.

    • d) Employee stock bonus.

    • e) Warrants issued to holders of Shares.

    • f) Issues of rights or warrants for equity-related securities to holders of Shares.

    • g) Capital distributions, other distributions to shareholders.

    • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

    • i) Other issues of Shares.

    • j) Issue of equity related securities.

    • k) Capital reduction.

    • l) Tender or exchange offer.

    • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$35.28 as of December 31, 2015.

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$6,000 thousand on June 7, 2014 (US$6,054 thousand including interest premium). After the redemption, the bonds outstanding in the amount of US$166,500 thousand had not been exchanged into the common shares of the Corporation as of December 31, 2015.

  • f. In order to redeem corporation bonds and save the potential interest expenses, on May 13, 2013, the Corporation issued 2[nd] US$220,000 thousand (equivalent to NT$6,551,380 thousand) zero coupon Euro convertible bonds due 2018.

The offering included the following terms:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s common shares (“Shares”) at any time on or after June 23, 2013 and prior to the close of business on April 13, 2018. The initial conversion price was NT$48 per share, determined on the basis of a fixed exchange rate of NT$29.53=US$1.00.

  • 39 -

  • 3) Redemption at the option of the Corporation

At any time on or after May 13, 2016, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.53=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem all or a portion of the bonds held by such holder on May 13, 2016 at a redemption price equal to 100% of the principal amount thereof.

  • 5) The conversion price shall be subject to adjustment in the manner, including (but not limited to):

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$39.28 as of December 31, 2015.

  • 6) As of December 31, 2015, the bonds that had not been converted and outstanding amounted to US$220,000 thousand.

  • 40 -

22. OTHER LIABILITIES

OTHER LIABILITIES
Land use right

Current
Deferred revenue (included in advances received)

Noncurrent
Deferred revenue
December 31


2015
$ 1,063,093

$ 68,085

$ 995,008
2014
$ 1,131,178
$ 68,085
$ 1,063,093
  • a. The deferred land use right in Ling Ya, Kaohsiung used by FEDSDL (Note 15) is amortized to income over fifty years.

  • b. The deferred land use right in Taipei used by YDC (Note 15) is amortized to income over thirty years.

23. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Corporation contributes amounts equal to 8% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Corporation has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Deficit (surplus)

Net defined benefit liability (asset)
December 31 December 31



2015
$ 1,119,673

(2,463,321)

(1,343,648)

$ (1,343,648)
2014
$ 1,149,415
(2,975,692)
(1,826,277)
$ (1,826,277)
  • 41 -

The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:


as follows:
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
Balance at January 1, 2014
$ 1,216,982
$ (3,008,742)
$ (1,791,760)
Service cost
Current service cost 9,869 - 9,869
Net interest expense (income)

21,297

(36,105)

(14,808)
Recognized in profit or loss

31,166

(36,105)

(4,939)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (15,236)
(15,236)
Actuarial (gain) loss - experience
adjustments

16,346

-

16,346
Recognized in other comprehensive income

16,346

(15,236)

1,110
Benefits paid

(115,079)

84,391

(30,688)
Balance at December 31, 2014
$ 1,149,415
$ (2,975,692)
$ (1,826,277)
Balance at January 1, 2015
$ 1,149,415
$ (2,975,692)
$ (1,826,277)
Service cost
Current service cost 9,693 - 9,693
Net interest expense (income)

20,455

(68,622)

(48,167)
Recognized in profit or loss

30,148

(68,622)

(38,474)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 515,167 515,167
Actuarial (gain) loss - changes in financial
assumptions 25,158 - 25,158
Actuarial (gain) loss - experience
adjustments
8,937

-

8,937
Recognized in other comprehensive income

34,095

515,167

549,262
Benefits paid

(93,985)

65,826

(28,159)
Balance at December 31, 2015
$ 1,119,673
$ (2,463,321)
$ (1,343,648)

Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • 42 -

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:


as follows:
Discount rate(s)
Expected rate(s) of salary increase
December 31
2015
2014
1.50%
1.75%
2.00%
2.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase

0.25% decrease

Expected rate(s) of salary increase
1% increase

1% decrease
December 31 December 31



2015
$ (25,193)

$ 26,088

$ 108,496

$ (95,956)
2014
$ (25,402)
$ 26,322
$ 110,114
$ (97,126)

The major categories of plan assets at the end of the reporting period for each category were disclosed based on the information announced by Bureau of Labor Funds, Ministry of Labor:

Equity instruments
Deposited in financial institutions
Others
December 31 December 31
2015
76.83
23.08

0.09
100.00
2014
82.70
17.21

0.09
100.00

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2015
$ -
11 years
2014
$ -
11 years
  • 43 -

24. EQUITY

a. Share capital

Share capital
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31



2015

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2014

4,000,000
$ 40,000,000

3,361,447
$ 33,614,472

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The Corporation has reserved 350,000 thousand and 10,000 thousand shares of the authorized shares for the issuance of convertible bonds and employee share option.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note 1)
Donation

The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
Change of capital surplus of associates and joint ventures
accounted for by using equity method (Note 2)


May be used to offset a deficit only
Change of capital surplus of associates and joint ventures
accounted for by using equity method (Note 3)

May not be used for any purpose
Change of capital surplus of associates and joint ventures
accounted for by using equity method

December 31 December 31





2015
$ 41,790

54,907
976,275

1,072,972

2,819

79,852

$ 1,155,643
2014
$ 41,790
54,907

976,275

1,072,972

478

470
$ 1,073,920
  • Note 1: Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

  • Note 2: Such capital surplus, which arises from the effect of changes in ownership interest in an associate’s subsidiary that resulted from equity transactions of actual acquisition and disposal, may be used to offset a deficit or distribute as cash dividends or share dividends under Article 241-1 of Company Act.

  • 44 -

  • Note 3: Such capital surplus, which arises from the effect of changes in ownership interest in an associate’s subsidiary that resulted from equity transactions other than actual acquisition and disposal, may be used to offset a deficit under Article 239-1 of Company Act.

  • c. Appropriation of earnings and dividend policy

The Corporation’s Articles of Incorporation provide that appropriation for legal reserve should be made at 10% of annual net income after deductions for any deficit. The remainder, less special reserve based on relevant laws and regulations and any portion decided to be retained, together with unappropriated earnings of prior years, should be distributed as follows:

1) Dividends 60% 2) Bonus to stockholders 33% 3) Remuneration to directors and supervisors 3% 4) Bonus to employees 4%

The Corporation’s Articles of Incorporation provide that the Corporation shall determine dividend payments taking into account cycles of the industry, capital demand in relation to specific products and services, and changes in taxation regulations. The cash dividend should not be less than 10% of the total of the aforementioned dividends and bonus.

These appropriations shall be resolved by the stockholders in the following year and given effect to in the financial statements of that year.

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The consequential amendments to the Corporation’s Articles of Incorporation had been proposed by the Corporation’s board of directors on March 25, 2016 and are subject to the resolution of the shareholders in their meeting to be held on June 21, 2016. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, please refer to (e) Employee benefits expense in Note 26.

Under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Corporation should appropriate or reverse to a special reserve. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed. Furthermore, the Corporation applied Rule No. 1030006415.

Legal reserve may be used to offset a deficit. Under the revised Company Law issued on January 4, 2012, when the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Under the Integrated Income Tax System, ROC-resident stockholders are allowed tax credit for the income tax paid by the Corporation on earnings generated since 1998. Tax credits allocated to stockholders are based on the balance of Imputation Credit Account (ICA) on the dividend distribution date.

  • 45 -

The appropriations of the earnings and dividends per share of 2014 and 2013 approved in the stockholders’ meetings on June 24, 2015 and June 16, 2014, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Share dividends
Appropriation of Earnings
For the Year Ended December 31
2014
2013
$ 936,163
$ 680,583
2,001,317
7,395,184
5,931,966
-
659,107
Dividend Per Share
(Dollars)
For the Year Ended
December 31
2014
2013
$2.2
$1.8
-
0.2

The Corporation’s appropriations of earnings for dividends and bonus to stockholders in the form of stock had been approved by the Financial Supervisory Commission. The board of directors had set the ex-dividend date as September 3, 2014.

The appropriations of the 2015 earnings had been proposed by the board of directors on March 25, 2016. The proposed appropriations and dividends per share were as follows:

Dividend Dividend
Appropriation Per Share
of Earnings (Dollars)
Legal reserve $ 486,024
Special reserve 1,159,507
Cash dividends 3,697,592
$ 1.1

When considering the appropriations of 2015 earnings, the Corporation calculated earnings per share assuming that shares reciprocally held by associates are not treated as treasury stock and not deducted from weighted average number of shares outstanding. Under the assumption, the basic EPS would be $1.45 for the year ended December 31, 2015.

The appropriations of 2015 earnings for reserve and dividend will be resolved in the stockholders’ meeting scheduled for June 21, 2016.

d. Special reserve recognized at the date of transition

In the first-time adoption of IFRSs, the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost were $10,715,430 thousand, $3,163,258 thousand and $52,494 thousand, respectively; the Corporation appropriated for special reserve the same amounts aforementioned. The Group and the associates used and disposed some of the related assets as of December 31, 2015. Consequently, special reserve reversed to unappropriated earnings amounted to $397,248 thousand.

  • 46 -

e. Others equity items

  • 1) Exchange differences on translating foreign operations

Balance at January 1

Share of exchange difference of subsidiaries and associates
accounted for using the equity method

Balance at December 31

2) Unrealized gain (loss) on available-for-sale financial assets

Balance at January 1

Unrealized loss arising on revaluation of available-for-sale
financial assets

Share of unrealized loss on revaluation of available-for-sale
financial assets of subsidiaries and associates accounted
for using the equity method

Balance at December 31

3) Cash flow hedge

Balance at January 1
Share of cash flow hedging reserve of subsidiaries and
associates accounted for using the equity method
Balance at December 31
4) Unrealized gain on revaluation

Balance at January 1

Gain on revaluation
Income tax effect of gain on revaluation
Share of unrealized gain on revaluation of subsidiaries and
associates accounted for using the equity method

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2015
2014
$ 4,188,509
$ 449,154

20,725

3,739,355
$ 4,209,234
$ 4,188,509
For the Year Ended December 31
2015
2014
$ 7,856,945
$ 7,867,409
(1,082,453)
(9,624)
(1,761,253)

(840)
$ 5,013,239
$ 7,856,945
For the Year Ended December 31
2015
$ (13,669)

59,895
$ 46,226
For the Year Ended
2014
$ (14,434)

765
$ (13,669)
December 31


2015
$ 249,466

-
-
58,257

$ 307,723
2014
$ 3,460
128,470
(6,418)

123,954
$ 249,466
  • 47 -

25. OPERATING REVENUE AND COSTS

OPERATING REVENUE AND COSTS

Operating revenue
Sales

Rental revenue

Total operating revenue, net

Operating costs
Cost of goods sold
Rental cost

Total operating cost

Gross profit
For the Year Ended December 31





2015
$ 11,652,822

359,948


12,012,770

10,318,917

147,929


10,466,846

$ 1,545,924
2014
$ 12,031,357

362,844

12,394,201

10,858,652

152,418

11,011,070
$ 1,383,131

26. NET PROFIT (LOSS) FROM CONTINUING OPERATING

NET PROFIT (LOSS) FROM CONTINUING OPERATING
a. Other income

Dividends

Interest income
Others


b. Other gains and losses

Fair value adjustment of investment properties

Net gain arising on financial assets and liabilities at fair value
through profit or loss
Gain on disposal of investments
Net foreign exchange loss
Bank charges
Impairment loss on financial assets
(Loss) gain on disposal of property, plant and equipment
Loss on bond redemption
Reversal of impairment loss on property, plant and equipment
Miscellaneous expenses

For the Year Ended December 31
2015
$ 414,397

86,887

222,378

$ 723,662

For the Year Ended
2014
$ 400,730
139,051

63,889
$ 603,670
December 31


2015
$ 1,712,194

857,746
255,448
(198,228)
(100,360)
(42,000)
(304)
-
-
(88,553)

$ 2,395,943
2014
$ 1,620,298
1,012,816

20,780

(592,522)

(27,401)

(37,358)

3,379
(356,480)
76,572

(109,482)
$ 1,610,602
  • 48 -

c. Finance costs


Interest on bank loans

Less: Amounts included in the cost of qualifying assets
(capitalized interest)


Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate

d. Depreciation and amortization

An analysis of deprecation by function
Operating costs

Operating expenses
Non-operating expenses


An analysis of amortization by function
Operating expenses

e. Employee benefits expense

Short-term benefits
Salary

Labor and health insurance
Others


Post-employment benefits (see Note 23)
Defined contribution plans
Defined benefit plans


Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses
Non-operating expenses

For the Year Ended For the Year Ended For the Year Ended December 31
2015
$ 522,049


(1,571)

$ 520,478

For the Year Ended
2014
$ 531,950

(631)
$ 531,319
December 31
2015
2014
$ 1,571
$ 631
0.717%-0.912% 0.739%-1.003%
For the Year Ended December 31
2015
$ 480,668

2,864

877

$ 484,409

$ 6,449

For the Year Ended
2014
$ 508,615
2,219

938
$ 511,772
$ 5,357
December 31








2015
$ 784,519

51,576
50,191

886,286

16,068
(38,474)

(22,406)

$ 863,880

$ 629,886

176,334
57,660

$ 863,880
2014
$ 912,838
53,514

40,591

1,006,943
16,352

(4,939)

11,413
$ 1,018,356
$ 694,481
243,540

80,335
$ 1,018,356
  • 49 -

As of December 31, 2015 and 2014, the Corporation had 572 and 579 employees, respectively.

To be in compliance with the Company Act as amended in May 2015, the proposed amended Articles of Incorporation of the Corporation stipulate to distribute employees’ compensation and remuneration to directors and supervisors at the rates between 2% - 3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors and supervisors. For the year ended December 31, 2015, the bonus to employees and the remuneration to directors and supervisors were $132,000 thousand and $119,277 thousand, respectively.

The employees’ compensation and remuneration to directors and supervisors in cash for the year ended December 31, 2015 have been approved by the Corporation’s board of directors on March 25, 2016 and are subject to the resolution of the amendments to the Corporation’s Articles of Incorporation for adoption by the shareholders in their meeting to be held on June 21, 2016, and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

Material differences between such estimated amounts and the amounts proposed by the board of directors on or before the date the annual consolidated financial statements are authorized for issue are adjusted in the year the bonus and remuneration were recognized. If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

The bonuses to employees and remuneration to directors and supervisors for 2014 and 2013 which have been approved in the shareholders’ meetings on June 24, 2015 and June 16, 2014, respectively, were as follows:

Bonus to employees

Remuneration of directors and
supervisors
For the Year Ended December 31 For the Year Ended December 31
2014
Cash
Dividends
Share
Dividends
$ 318,072
$ -

238,554
-
2013
Cash
Dividends
Share
Dividends
$ 283,487
$ -
212,615
-

The bonus to employees and the remuneration to directors and supervisors for the years ended December 31, 2014 and 2013 and the amounts recognized in the financial statements for the years ended December 31, 2014 and 2013, respectively, were as follows:

Amounts approved in
shareholders’ meetings

Amounts recognized in
respective financial
statements

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2014
Bonus to
Employees
Remuneration
of Directors
and
Supervisors
$ 318,072
$ 238,554


289,157

216,868

$ 28,915
$ 21,686
2013




Bonus to
Employees
Remuneration
of Directors
and
Supervisors
$ 283,487
$ 212,615

238,879

179,160
$ 44,608
$ 33,455

The differences were adjusted to profit and loss for the years ended December 31, 2015 and 2014.

  • 50 -

Information on the employees’ compensation and remuneration to directors and supervisors resolved by the Corporation’s board of directors in 2016 and bonus to employees, directors and supervisors resolved by the shareholders' meeting in 2015 and 2014 are available on the Market Observation Post System website of the Taiwan Stock Exchange.

27. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

The major components of tax expense (income) were as follows:

The major components of tax expense (income) were as follows:

Current tax
In respect of the current year

In respect of prior periods


Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended December 31




2015
$ 284,347

(16,740)

267,607

1,180,185

$ 1,447,792
2014
$ 242,111

(81,537)

160,574

1,187,825
$ 1,348,399

A reconciliation of accounting profit and income tax expenses for the years ended December 31, 2014 and 2013 is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate (17%)

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Tax on fair value adjustment of investment properties
Investment credits
Deductible foreign tax credits
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2015
$ 6,308,033

$ 1,072,366
54,708
(1,025,762)
(7,020)
1,431,307
(21,458)
(39,609)

(16,740)

$ 1,447,792
2014
$ 10,710,034
$ 1,820,706

114,452

(1,265,035)

(175,605)

935,418

-

-

(81,537)
$ 1,348,399

The applicable tax rate the Corporation used is 17%.

As the status of 2016 appropriations of earnings is uncertain, the potential income tax consequences of 2015 unappropriated earnings are not reliably determinable.

  • 51 -

  • b. Income tax recognized in other comprehensive income

Income tax recognized in other comprehensive income

Deferred tax
Revaluation increments
Remeasurement of defined benefit plans
Total income tax recognized in other comprehensive income
For the Year Ended December 31


2015
$ -
(93,375)
$ (93,375)
2014
$ 6,418

(189)
$ 6,229
  • c. Current tax liabilities
December 31
2015
2014
Income tax payable
$ 189,396
$ 204,588
Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2015
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Closing
Balance
Deferred tax assets
Temporary differences
Other financial assets and
liabilities
$ 145,286 $ 83,613 $ - $ 228,899
Property, plant and
equipment
8,499
(613)
-
7,886
Others

2,149

-

-

2,149
$ 155,934
$ 83,000
$ -
$ 238,934
Deferred tax liabilities
Temporary differences
Land value increment
$ 3,427,438 $ - $ - $ 3,427,438
Defined benefit obligation
291,134
2,770
(93,375)
200,529
Unappropriated earnings of
subsidiaries
605,576
(223,956)
-
381,620
Allowance for doubtful
accounts
151
-
-
151
Fair value adjustment of
investment properties
1,983,717
1,431,307
-
3,415,024
Other financial assets and
liabilities
61,648
53,064
-
114,712
Property, plant and
equipment

6,017

-

-

6,017
$ 6,375,681
$ 1,263,185
$ (93,375)
$ 7,545,491
December 31 December 31
2014
$ 204,588
Closing
Balance
$ 228,899

7,886

2,149
$ 238,934
$ 3,427,438

200,529

381,620

151

3,415,024

114,712

6,017
$ 7,545,491

Deferred tax assets
Temporary differences
Other financial assets and
liabilities

Property, plant and
equipment
Others


Deferred tax liabilities
Temporary differences
Land value increment

Defined benefit obligation
Unappropriated earnings of
subsidiaries
Allowance for doubtful
accounts
Fair value adjustment of
investment properties
Other financial assets and
liabilities
Property, plant and
equipment

  • d. Deferred tax assets and liabilities

  • 52 -

For the year ended December 31, 2014

Deferred tax assets
Temporary differences
Other financial assets and
liabilities

Property, plant and
equipment

Others




Deferred tax liabilities


Temporary differences

Land value increment tax

Defined benefit obligation
Unappropriated earnings of
subsidiaries
Fair value adjustment of
investment properties
Other financial assets and
liabilities
Property, plant and
equipment
Allowance for doubtful
accounts

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 54,401 $ 90,885 $ -

4,314
4,185
-

2,149

-

-

$ 60,864
$ 95,070
$ -

$ 3,427,438 $ - $ -
291,323
-
(189)
325,764
279,812
-
1,041,881
935,418
6,418
-
61,648
-
-
6,017
-

151

-

-

$ 5,086,557
$ 1,282,895
$ 6,229
Closing
Balance
$ 145,286

8,499

2,149
$ 155,934
$ 3,427,438

291,134

605,576

1,983,717

61,648

6,017

151
$ 6,375,681

e. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2015 and 2014, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $5,019,995 thousand and $5,240,203 thousand, respectively.

  • f. Integrated income tax
Imputation credits accounts

Unappropriated earnings generated before January 1, 1998

Unappropriated earnings generated on and after January 1, 1998
December 31 December 31



2015
$ 1,069,775

$ 1,609,933

14,641,879

$ 16,251,812
2014
$ 1,122,535
$ 1,574,816

20,531,767
$ 22,106,583
  • 53 -

The creditable ratio for distribution of earnings of 2015 and 2014 was 8.45% (expected ratio) and 8.80%, respectively.

Under the Income Tax Law, for distribution of earnings generated after January 1, 1998, the imputation credits allocated to ROC resident shareholders of the Corporation was calculated based on the creditable ratio as of the date of dividend distribution. The actual imputation credits allocated to shareholders of the Corporation was based on the balance of the Imputation Credit Accounts (ICA) as of the date of dividend distribution. Therefore, the expected creditable ratio for the 2015 earnings may differ from the actual creditable ratio to be used in allocating imputation credits to the shareholders.

g. Income tax returns through 2012 had been examined and cleared by the tax authorities.

28. EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
For Unit: NT$ Per Share
the Year Ended December 31

2015
$ 1.55

$ 1.32
2014
$ 2.98
$ 2.65

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:

Net Profit for the Year

Net Profit for the Year

Profit for the period attributable to owners of the Corporation

Effect of potentially dilutive ordinary shares:
Convertible bonds

Earnings used in the computation of diluted earnings per share from
continuing operations

Weighted average number of ordinary shares outstanding (in thousand
For the Year Ended December 31
2015
$ 4,860,241


(305,786)

$ 4,554,455

shares):
2014
$ 9,361,635

(266,454)
$ 9,095,181

Weighted average number of ordinary shares in computation of basic
earnings per share

Effect of potentially dilutive ordinary shares:
Convertible bonds
Bonus issue to employees

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended For the Year Ended December 31


2015
3,141,845

300,593
9,258

3,451,696
2014
3,142,158
281,136

10,889
3,434,183

The weighted average number of ordinary shares used in the computation of basic earnings per share is the weighted average outstanding shares after subtracting the shares of the Corporation held by the associates treated as treasury stock.

  • 54 -

When an entity pays employee compensation or bonuses that may be settled in shares or cash at the entity's option, the entity shall presume that the employee compensation or bonuses will be settled in shares, and the resulting potential shares shall be included in diluted earnings per share if the effect is dilutive. The number of shares is estimated by dividing the entire amount of the compensation or bonus by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

29. CAPITAL MANAGEMENT

The Corporation manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Corporation consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Corporation (comprising issued capital, reserves, retained earnings, other equity).

The Corporation is not subject to any externally imposed capital requirements.

Key management personnel of the Corporation review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Corporation may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.

30. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments that are not measured at fair value

December 31, 2015

Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost

Bonds payable (included
current portion)
$ 21,739,937
December 31, 2014
Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost

Bonds payable (included
current portion)
$ 23,454,895
FairValue
Level 1
Level 2
Level 3
Total
















$ 21,978,176 $ - $ - $ 21,978,176
Fair Value
Level 1
Level 2
Level 3
Total
















$ 24,294,042 $ - $ - $ 24,294,042
  • 55 -

  • b. Fair values of financial assets and liabilities that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2015

Financial assets at FVTPL
Beneficiary certificate

Cross-currency swap
contracts



Available-for-sale financial
assets
Listed stocks

Overseas listed stocks



December 31, 2014
Financial assets at FVTPL
Beneficiary certificates

Cross-currency swap
contracts



Available-for-sale financial
assets
Listed stocks

Overseas listed stocks



Financial liabilities at
FVTPL
Convertible bonds options
Level 1
$ 159,300

-


$ 159,300

$ 6,836,285

1,096,927


$ 7,933,212

Level 1
$ 179,500

-


$ 179,500

$ 8,449,212

5,722,318


$ 14,171,530

$ -
Level 2
$ -

-

$ -

$ -

-

$ -

Level 2
$ -

-

$ -

$ -

-

$ -

$ -
Level 3
$ -

679,497

$ 679,497

$ -

4,854,525

$ 4,854,525

Level 3
$ -

362,637

$ 362,637

$ -

-

$ -

$ 561,086
Total
$ 159,300

679,497
$ 838,797
$ 6,836,285

5,951,452
$ 12,787,737
Total
$ 179,500

362,637
$ 542,137
$ 8,449,212

5,722,318
$ 14,171,530
$ 561,086

CSCGL’s board of directors made an announcement on April 16, 2015 that CSCGL’s prescribed percentage of securities held by the public has fallen below the minimum requirement under the rules of the Hong Kong Exchanges and Clearing Limited (the Exchange). Therefore, the Exchange suspended trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2015, trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Group engaged third party qualified valuers for fair value measurements of CSCGL’s securities, and transferred the investment from Level 1 to Level 3.

  • 56 -

There were no transfers between Levels 1 and 2 in the prior period.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2015


Balance at January 1, 2015

Recognized in profit or loss (included in
other gains and losses)
Recognized in other comprehensive income
(included in unrealized gain (loss) on
available-for-sale financial assets)
Transfers into Level 3

Balance at December 31, 2015
Financial Instruments at
Fair Value Through Profit or Loss
Financial Assets
Financial
Liabilities
$ 362,637
$ (561,086)
316,860
561,086
-
-


-

-

$ 679,497
$ -
Available-
for-sale
Equity
Instruments
$ -

-
(1,199,747)
6,054,272

$ 4,854,525
Total
$ (198,449)
877,946
(1,199,747)
6,054,272
$ 5,534,022
Financial Assets
$ 362,637

316,860
-

-

$ 679,497



For the year ended December 31, 2014


Balance at January 1, 2014

Total gains or losses
In profit or loss
Disposals

Balance at December 31, 2014
Financial Instruments at Fair
Value Through Profit or Loss
Financial Assets
Financial
Liabilities
$ 122,957
$ (1,215,049)
362,637
640,579

(122,957)

13,384

$ 362,637
$ (561,086)
Total
$ (1,092,092)

1,003,216

(109,573)
$ (198,449)
Financial Assets
$ 122,957

362,637

(122,957)

$ 362,637
  • 3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

  • a) The fair values of convertible bonds options and exchangeable bonds options are determined using the information available from the counterparty for evaluation based on the option pricing model. The option pricing model incorporates the present value techniques and reflects both the time value and the intrinsic value of options.

  • b) The fair value of cross currency swap contracts is determined using the information available from the counterparty for evaluation. The counterparty measures the fair value of a cross currency swap contracts using the discounted cash flows model. Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward rates and discounted at rates that reflected the credit risk of various counterparties.

  • c) The fair values of listed equity securities under security trading suspension were determined by using the weighted average of values calculated under market-based approach and market value approach. In market-based approach, the fair value of the investee was measured by weighted average multiple value of EV/sales (1), EV/EBITDA (2) and P/B (3) of other comparable listed companies. In market value approach, the fair value is estimated based on the closing price before security suspension. Liquidity risk parameters need to be taken into account when using these approaches.

    • i. EV/sales: Enterprise value/sales
  • 57 -

  • ii. EV/EBITDA: Enterprise value/Earnings before interest, taxes, and amortization iii. P/B: Price-to-book ratio

  • c. Categories of financial instruments

Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)

Loans and receivables (Note 1)
Available-for-sale financial assets (Note 2)
Financial liabilities
Fair value through profit or loss (FVTPL)
Amortized cost (Note 3)
December 31
2015
2014
$ 838,797 $ 542,137
7,605,631
4,038,741
12,964,863
14,395,066
-
561,086
44,684,706
37,619,007
  • Note 1: The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, and trade, notes and other receivables.

  • Note 2: The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • Note 3: The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term bills payable, trade and other payables, and bonds issued

  • d. Financial risk management objectives and policies

The Corporation’s major financial instruments include equity and debt investments, trade receivable, trade payables, bonds payable and borrowings. The Corporation’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Corporation through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Corporation sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Corporation’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, financial derivatives and non-derivative financial instruments, and investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis.

1) Market risk

The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group entered into cross-currency swap contracts and interest rate swap contracts to mitigate its exposure to foreign currency risk and interest rate risk.

The Corporation has US$220,000 thousand cross-currency swap contracts as of the end of the reporting period to mitigate the cash flow risk of changes in foreign currency. Please refer to Note 7.

  • 58 -

a) Foreign currency risk

The Corporation had foreign currency sales and purchases and foreign currency financing activities, which exposed the Corporation to foreign currency risk.

The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 35.

Sensitivity analysis

The Corporation was mainly exposed to the RMB and USD.

The following table details the Corporation’s sensitivity to a 5% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items less cross-currency swap contracts assuming a 5% change in foreign currency rates at the end of the reporting period. A positive number below indicates an increase in pre-tax profit assuming the New Taiwan dollars strengthened by 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances shown below would be negative.

Profit or loss
Currency RMB Impact
For the Year Ended
December 31
2015
2014
$ 29,173
$ 28,968
Currency USD Impact
For the Year Ended
December 31
2015
2014
$ 83,811 $ (212,180)

b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings, and using interest rate swap contracts.

The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2015
2014
$ 2,939,644 $ 2,658,406
36,083,252
33,824,244
4,884,886
157,101
6,887,000
2,000,000
  • 59 -

Sensitivity analysis

The sensitivity analyses below were determined based on the Corporation’s exposure to interest rates for non-derivative instruments with cash flow interest rate risk at the end of the reporting period.

If interest rates had been 0.01% higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2015 and 2014 would have decreased/increased by $192 thousand and $576 thousand, respectively, mainly due to the Corporation’s exposure to interest rates on its variable-rate bank borrowings and bank deposits’ interest revenue and expenses

c) Other price risk

The Corporation was exposed to price risk through its investments in domestic and foreign listed securities, corporate bonds and beneficiary certificates of funds.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to investment position price risks at the end of the reporting period.

If investment position prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2015 and 2014 would have increased/decreased by $1,593 thousand and $1,795 thousand, respectively, as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the years ended December 31, 2015 and 2014 would have increased/decreased by $79,332 thousand and $141,715 thousand, respectively, as a result of the changes in fair value of available-for-sale shares.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk which will cause a financial loss to the Corporation due to failure of counterparties to discharge an obligation could reach the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Corporation only transacts with entities that are rated the equivalent of investment grade and above. The Corporation uses publicly available financial information and its own trading records to rate its major customers. The Corporation’s exposure and the credit ratings of its counterparties are continuously monitored.

The counterparties in trade receivables consist of vast clients that scatter in different industries and regions. The Corporation evaluates clients’ financial condition continuously.

Credit risk represents the potential impact to financial assets that the Corporation might encounter if counterparties or third parties breach the contracts. The Corporation evaluated credit risk exposure for contracts with positive carrying value. The Corporation evaluated the credit risk exposure as immaterial because all counterparties are reputable financial institutions and companies with good credit ratings.

  • 60 -

3) Liquidity risk

The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

Liquidity and interest rate tables

The following table details the Corporation’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay. The tables included both interest and principal cash flows.

To the extent that interest rates are floating, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2015

Weighted-
average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing

Variable interest rate borrowings
1.50

Fixed interest rate borrowings
1.32

Financial guarantee contracts


December 31, 2014
Weighted-
average
Effective
Interest Rate
(%)

Non-derivative financial liabilities
Non-interest bearing

Variable interest rate borrowings
1.22
Fixed interest rate borrowings
1.62
Financial guarantee contracts


On Demand or
Less than
1 Month
$ 552,159

-

7,800,831

-

$ 8,352,990

On Demand or
Less than
1 Month
$ 514,342
400,000
7,376,837

-

$ 8,291,179
1-3 Months
$ 638,903

-

-

-

$ 638,903

1-3 Months
$ 640,711

-

2,500,000

-

$ 3,140,711
3 Months to
1 Year
$ 445,402

-

13,739,937

22,883,936

$ 37,069,275

3 Months to
1 Year
$ 672,158

-

-

17,681,711

$ 18,353,869
1-5 Years
$ 77,989

6,887,000

14,542,484

-

$ 21,507,473

1-5 Years
$ 2,583,500

-

1,600,000

-

$ 4,183,500
5+ Years
$ -

-

-

-
$ -
5+ Years
$ -

-

-

-
$ -

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities were subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

  • 61 -

The following table detailed the Corporation’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

December 31, 2015

On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Cross-currency swap
contracts
$ -
$ (11,453)
$ (10,121)

December 31, 2014
On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Cross-currency swap
contracts
$ -
$ (10,035)
$ (29,778)
1-5 Years
$ -
1-5 Years
$ (19,852)
  • e. Transfers of financial assets. None.

  • f. Offsetting financial assets and financial liabilities. None.

31. TRANSACTIONS WITH RELATED PARTIES

Details of transactions between the Corporation and other related parties are disclosed below.

The related party transactions were conducted under normal terms.

  • a. Operating transactions

Operating revenue
Subsidiaries

Associates

Others (Note)


Operating cost

Subsidiaries

Associates

Others (Note)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31







2015
$ 2,746,347

$ 439,908

$ 124,562



$ 1,075,866

$ 787,662

$ 320,971
2014
$ 2,941,280
$ 459,294
$ 134,279
$ 549,032
$ 1,029,508
$ 336,465
  • 62 -

Receivables from related parties (including notes receivable, trade receivable and other receivables):

Subsidiaries

Associates
Others (Note)

December 31 December 31


2015
$ 364,252

48,321
2,913

$ 415,486
2014
$ 494,685
57,018

3,489
$ 555,192

Payables to related parties:

Payables to related parties:
Subsidiaries

Associates
Others (Note)

December 31


2015
$ 58,226

93,441
5,158

$ 156,825
2014
$ 74,341
83,027

4,132
$ 161,500

Note: Other related parties’ relationship mainly include associates’ subsidiaries, legal person in which the chairman is the same as the Corporation’s chairman and the director is also the Corporation’s chairman.

The outstanding trade payables and receivables from related parties are unsecured. No expense was recognized for the years ended December 31, 2015 and 2014 for allowance for impairment of trade receivables with respect to the amounts owed by related parties.

  • b. Transactions with FEIB
Transactions with FEIB
Bank deposits*

Cross-currency swap contracts
December 31

2015
$ 1,951,210

$ 92,993
2014
$ 2,113,872
$ 49,664

At the end of the reporting period, notional amounts of outstanding cross-currency swap contract as of December 31, 2015 and 2014 were both US$30,000 thousand.

  • The balances included amounts recognized in debt investments with no active market and other non-current assets (refundable deposits).

  • c. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2015 and 2014 were as follows:


Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2015
$ 182,817

864

$ 183,681
2014
$ 287,365

712
$ 288,077
  • 63 -

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

  • d. Other transactions with related parties

  • 1) Operating expense - rental


Associates

2) Investment properties acquired

Associates
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2015
2014
$ 41,194
$ 44,616
For the Year Ended December 31
2015
$ 550
2014
$ -

32. OPERATING LEASE ARRANGEMENTS

  • a. The Corporation as lessee

Operating leases are relating to leases of office. The refundable deposits the Corporation paid as of December 31, 2015 and 2014 were both $10,811 thousand.

The future minimum lease payments of non-cancellable operating lease commitments were as follows:

Not later than 1 year
Later than 1 year and not later than 5 years
December 31


2015
$ 44,693


44,694

$ 89,387
2014
$ 44,804

44,803
$ 89,607

The lease payments the Corporation recognized as expenses were $41,053 thousand and $40,761 thousand, respectively in 2015 and 2014.

  • b. The information of the Corporation as lessor refers to Note 15.

33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings:

The following assets were provided as collateral for bank borrowings:
Investments accounted for by the equity method

Investment properties

Property, plant and equipment, net

December 31



2015
$ 15,011,454
$ 13,689,446

903,268

$ 29,604,168
2014
$ 7,512,716
$ 13,335,176

913,321
$ 21,761,213
  • 64 -

34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

As of December 31, 2015, the Corporation had the following significant commitments and contingencies:

  • a. Unused letters of credit of US$706 thousand, EUR293 thousand and FRF56 thousand.

  • b. Guarantees of notes issued for related parties:

AIC

DCI
NHC
YLPPC
AEE
YSRMC

$ 11,988,750
8,425,075
1,304,500
534,511
481,100

150,000
$ 22,883,936

35. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2015

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
RMB $ 115,599
5.0473
$
583,461
USD 259,943
32.775
8,519,642
Non-monetary items
HKD 1,415,328
4.205
5,951,452
Financial liabilities
Monetary items
USD 428,800
32.775
14,053,920
December 31, 2014
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
RMB $ 112,188
5.1642
$
579,359
USD 74,509
31.6
2,354,493
Non-monetary items
HKD 1,412,918
4.05
5,722,318
(Continued)
  • 65 -
Foreign Carrying
Currencies Exchange Rate
Amount
Financial liabilities
Monetary items
USD $ 428,800
31.6
$ 13,550,080
(Concluded)

For the years ended December 31, 2015 and 2014, the total amounts of realized and unrealized net foreign exchange losses were $198,228 thousand and $592,522 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency because of the variety of the foreign currency transactions and functional currencies of the group entities.

36. SEPARATELY DISCLOSED ITEMS

Following are the additional disclosures required by the Securities and Futures Bureau for the Corporation and investees:

  • a. Financing provided to others. (Table 1)

  • b. Endorsements/guarantee provided. (Table 2)

  • c. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures). (Table 3)

  • d. Marketable securities acquired and disposed of at costs or prices at least NT$300 million or 20% of the paid-in capital. (Table 4)

  • e. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. None.

  • f. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. None.

  • g. Total purchases from or sales to related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 5)

  • h. Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 6)

  • i. Information on investees. (Table 7)

  • j. Derivative financial instrument transactions

  • 1) The Corporation: Please refer to Note 7.

  • 2) ACCHC entered into interest rate swap contracts for the years ended 2014 and 2013 to manage exposure due to floating interest rate. There was no outstanding contract as of December 31, 2015.

  • 66 -

  • k. Information on investment in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: (Table 8).

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • 67 -

TABLE 1

ASIA CEMENT CORPORATION

FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
1 ACCHC YYDCCL
JYDC
JYDC
HYDCCL
SIYDCCL
WYDC
FENC
FENC
Yuan Ding
(Shanghai)
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
US$56,000 thousand
(equivalent to
NT$1,835,400
thousand)
US$137,000 thousand
(equivalent to
NT$4,490,175
thousand)
RMB372,000
thousand
(equivalent to
NT$1,877,590
thousand)
US$135,000 thousand
(equivalent to
NT$4,424,625
thousand)
US$160,000 thousand
(equivalent to
NT$5,244,000
thousand)
US$17,000 thousand
(equivalent to
NT$557,175
thousand)
US$136,000 thousand
(equivalent to
NT$4,457,400
thousand)
RMB205,000
thousand
(equivalent to
NT$1,034,692
thousand)
RMB217,600
thousand
(equivalent to
NT$1,098,291
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$35,000 thousand
(equivalent to
NT$1,147,125
thousand)
RMB186,000
thousand
(equivalent to
NT$938,794
thousand)
US$50,000 thousand
(equivalent to
NT$1,638,750
thousand)
US$80,000 thousand
(equivalent to
NT$2,622,000
thousand)
-
US$68,000 thousand
(equivalent to
NT$2,228,700
thousand)
RMB205,000
thousand
(equivalent to
NT$1,034,692
thousand)
RMB108,800
thousand
(equivalent to
NT$549,144
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$35,000 thousand
(equivalent to
NT$1,147,125
thousand)
RMB186,000
thousand
(equivalent to
NT$938,794
thousand)
US$50,000 thousand
(equivalent to
NT$1,638,750
thousand)
US$80,000 thousand
(equivalent to
NT$2,622,000
thousand)
-
US$63,867 thousand
(equivalent to
NT$2,093,238
thousand)
-
RMB42,208 thousand
(equivalent to
NT$213,038
thousand)
2.53%-2.84%
2.55%-2.71%
4.50%
2.54%-2.78%
2.54%-3.14%
2.55%-2.77%
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
20% of net worth
RMB1,859,868
thousand
(equivalent to
NT$9,387,282
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB4,649,671
thousand
(equivalent to
NT$23,468,210
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
2 PIHPL SIYDCCL Other receivables Y US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
US$30,000 thousand
(equivalent to
NT$983,250
thousand)
2.55%-2.71% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB2,440,964
thousand
(equivalent to
NT$12,320,239
thousand)
50% of net worth
RMB6,102,410
thousand
(equivalent to
NT$30,800,596
thousand)
3 YTRMC YTV Other receivables Y US$1,000 thousand
(equivalent to
NT$32,775
thousand)
- - 5.00% Necessary for
short-term financing
- Operating capital
-
- - 10% of net worth
NT$162,346
thousand
50% of net worth
NT$811,730
thousand

(Continued)

  • 68 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
4 OHC NYLC
WYXC
TZOCCL
SHYLCP
SYCPCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
RMB100,000
thousand
(equivalent to
NT$504,728
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
RMB100,000
thousand
(equivalent to
NT$504,728
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
-
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB15,000 thousand
(equivalent to
NT$75,709
thousand)
RMB95,000 thousand
(equivalent to
NT$479,491
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
4.60%-5.35%
4.35%-5.35%
4.35%-5.35%
4.35%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-
-
-
-
-
-
$ -
-
-
-
-
20% of net worth
RMB313,371
thousand
(equivalent to
NT$1,581,672
thousand)
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB783,428
thousand
(equivalent to
NT$3,954,184
thousand)
Same as above
Same as above
Same as above
Same as above
5 JYDC TZOCCL
NYLC
SLCL
Other receivables
Other receivables
Other receivables
Y
Y
Y
RMB50,000 thousand
(equivalent to
NT$252,364
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB635,000
thousand
(equivalent to
NT$3,205,021
thousand)
RMB50,000 thousand
(equivalent to
NT$252,364
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB635,000
thousand
(equivalent to
NT$3,205,021
thousand)
-
-
RMB375,000
thousand
(equivalent to
NT$1,892,729
thousand)
5.10%-5.35%
5.10%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
Operating capital
Operating capital
Operating capital

-

-

-
-
-
-
-
-
-
20% of net worth
RMB812,522
thousand
(equivalent to
NT$4,101,029
thousand)
Same as above
Same as above
50% of net worth
RMB2,031,304
thousand
(equivalent to
NT$10,252,568
thousand)
Same as above
Same as above
6 JYLTC SHYLCP
NYLC
WYCPCL
Other receivables
Other receivables
Other receivables
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
-
-
-
4.60%-5.35%
5.10%-5.35%
5.10%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
Operating capital
Operating capital
Operating capital

-

-

-
-
-
-
-
-
-
20% of net worth
RMB10,467
thousand
(equivalent to
NT$52,830
thousand)
Same as above
Same as above
50% of net worth
RMB26,166
thousand
(equivalent to
NT$132,067
thousand)
Same as above
Same as above
7 NYDC SHYLCP
NYLC
Other receivables
Other receivables
Y
Y
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
-
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
4.60%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB32,252
thousand
(equivalent to
NT$162,785
thousand)
Same as above
50% of net worth
RMB80,631
thousand
(equivalent to
NT$406,968
thousand)
Same as above

(Continued)

  • 69 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
8 HYDCCL WYXC
HXMC
WYCPCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB80,000 thousand
(equivalent to
NT$403,782
thousand)
RMB40,000 thousand
(equivalent to
NT$201,891
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB190,000
thousand
(equivalent to
NT$958,983
thousand)
RMB80,000 thousand
(equivalent to
NT$403,782
thousand)
RMB40,000 thousand
(equivalent to
NT$201,891
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB190,000
thousand
(equivalent to
NT$958,983
thousand)
RMB25,000 thousand
(equivalent to
NT$126,182
thousand)
RMB25,000 thousand
(equivalent to
NT$126,182
thousand)
-
RMB170,000
thousand
(equivalent to
NT$858,037
thousand)
4.35%-5.35%
4.60%-5.35%
4.60%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-
-
-
-
-
$ -
-
-
-
20% of net worth
RMB447,636
thousand
(equivalent to
NT$2,259,346
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB1,119,089
thousand
(equivalent to
NT$5,648,360
thousand)
Same as above
Same as above
Same as above
9 YYDCCL TZOCCL Other receivables Y RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
4.35%-5.35% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB69,406
thousand
(equivalent to
NT$350,312
thousand)
50% of net worth
RMB173,514
thousand
(equivalent to
NT$875,774
thousand)
10 SYTCL SYCPCL
CYCPCL
Other receivables
Other receivables
Y
Y
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
RMB10,000 thousand
(equivalent to
NT$50,473
thousand)
4.35%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB12,543
thousand
(equivalent to
NT$63,308
thousand)
Same as above
50% of net worth
RMB31,358
thousand
(equivalent to
NT$158,273
thousand)
Same as above
11 SIYDCCL SLCL
SYCPCL
CYCPCL
SLCCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB35,000 thousand
(equivalent to
NT$176,655
thousand)
RMB25,000 thousand
(equivalent to
NT$126,182
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
RMB20,000 thousand
(equivalent to
NT$100,946
thousand)
RMB35,000 thousand
(equivalent to
NT$176,655
thousand)
RMB25,000 thousand
(equivalent to
NT$126,182
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
-
RMB35,000 thousand
(equivalent to
NT$176,655
thousand)
RMB5,000 thousand
(equivalent to
NT$25,236
thousand)
RMB30,000 thousand
(equivalent to
NT$151,418
thousand)
4.60%-5.35%
4.35%-5.35%
4.35%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-
-
-
-
-
-
-
-
-
20% of net worth
RMB711,507
thousand
(equivalent to
NT$3,591,178
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB1,778,768
thousand
(equivalent to
NT$8,977,947
thousand)
Same as above
Same as above
Same as above
12 WYDC WYXC
WYCPCL
Other receivables
Other receivables
Y
Y
RMB60,000 thousand
(equivalent to
NT$302,837
thousand)
RMB75,000 thousand
(equivalent to
NT$378,546
thousand)
RMB60,000 thousand
(equivalent to
NT$302,837
thousand)
RMB75,000 thousand
(equivalent to
NT$378,546
thousand)
RMB60,000 thousand
(equivalent to
NT$302,837
thousand)
RMB70,000 thousand
(equivalent to
NT$353,309
thousand)
4.35%-5.35%
4.35%-5.35%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB121,452
thousand
(equivalent to
NT$613,003
thousand)
Same as above
50% of net worth
RMB303,631
thousand
(equivalent to
NT$1,532,512
thousand)
Same as above

(Continued)

  • 70 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
SLCL Other receivables Y RMB75,000 thousand
(equivalent to
NT$378,546
thousand)
RMB75,000 thousand
(equivalent to
NT$378,546
thousand)
RMB65,000 thousand
(equivalent to
NT$328,073
thousand)
4.35%-5.35% Necessary for
short-term financing
$ - Operating capital $ - - $ - Same as above Same as above

Note 1: The net value was calculated based on audited financial statements as of December 31, 2015.

Note 2: The ending balance is the financing credit lines to the respective borrowers approved by the board of directors of lenders.

Note 3: The interest rate was for the year ended December 31, 2015.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2015.

(Concluded)

  • 71 -

TABLE 2

ASIA CEMENT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on Each
Endorsement/
Guarantee Given on
Behalf of Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee Limit
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
(Note 3)
0 The Corporation AIC
DCI
NHC
AEE
YLPPC
YTRMC
YSRMC
b
b
b
b
b
b
c
50% of net worth
($67,949,436)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,326,500
8,425,660
1,305,400
481,280
534,511
50,000
150,000
$ 11,988,750

8,425,075

1,304,500

481,100

534,511

-

150,000
$ 5,760,000

2,850,000

475,000

220,000

279,378

-

5,000
None
None
None
None
None
None
None
8.82
6.20
0.96
0.35
0.39
-
0.11
100% of net worth
($135,898,873)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS b 50% of net worth
(4,366,988)
130,000
130,000

50,000
None 1.49 100% of net worth
(8,733,976)
- - -
2 YLPPC YLPCIP b 50% of net worth
(62,395)
3,400
-

-
None - 100% of net worth
(124,789)
- - -
3 AOG PEREZ b 50% of net worth
(US$2,078 thousand)
(equivalent to
NT$68,106 thousand)
15,800
-

-
None - 100% of net worth
(US$4,157 thousand)
(equivalent to
NT$136,246
thousand)
- - -
4 ACCHC PIHPL b 50% of net worth
(RMB4,649,671
thousand) (equivalent
to NT$23,468,210
thousand)
984,600
983,250

983,250
None 2.09 100% of net worth
(RMB9,299,342
thousand) (equivalent
to NT$46,936,420
thousand)
- - N

Note 1: The net value was calculated based on audited financial statements as of December 31, 2015.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2015.

(Continued)

  • 72 -

(Concluded)

Note 3: The relationship between guarantor and guarantee are as follows:

  • a. Firms that do business with the Corporation.

  • b. Subsidiaries’ common stocks which were directly owned by parent company over 50%.

  • c. Investees’ common stocks which were both owned by parent company and subsidiary over 50%.

  • 73 -

TABLE 3

ASIA CEMENT CORPORATION (EXCLUDING SUBSIDIARIES, ASSOCIATES AND JOINTLY CONTROLLED ENTITIES)

MARKETABLE SECURITIES HELD DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
The Corporation
DCI
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
Common stocks
Far EasTone
China Conch Venture Holding
FEDS
OUCC
CHC
FEIB
China Shanshui Cement Group Ltd.
KRT
Taiwan Stock Exchange Corp.
DDH
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Mega Target Return Strategy Fund of ETF Funds
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche B
Opas Fund Segregated Portfolio Tranche E
Common stocks
HTCL
Chunghwa Picture Tubes, Ltd.
FEIB
OUCC
Industrial and Commercial Bank of China Limited, A
share
Anhui Conch Cement Ltd.
Taiwan Cement Co., Ltd.
HTCL
Chinares Cement Co.
GIGABYTE Technology Co., Ltd.
China Life Insurance Company Limited, H share
China Construction Bank Corporation, A share
FEDS
OUCC
CHC
FEIB
China Shanshui Cement Group Ltd.
-
The same chairman
-
The same chairman
The same chairman
The Corporation is its director
The chairman of the Corporation is its vice-chairman
-
-
-
Related party in substance
-
-
The Corporation is its supervisor
-
-
-
Related party in substance
Related party in substance
Related party in substance
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
-
-
-
-
-
-
-
-
Same chairman with the major stockholder
Same chairman with the major stockholder
The major stockholder is its director
The chairman of the Corporation’s major stockholder
is its vice-chairman
-
Financial assets at fair value through profit or
loss - current
Available-for-sale financial assets - current
Same as above
Available-for-sale financial assets - noncurrent
Same as above
Same as above
Same as above
Same as above
Financial assets carried at cost - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Available-for-sale financial assets - noncurrent
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Available-for-sale financial assets - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Available-for-sale financial assets - noncurrent
Same as above
Same as above
Same as above
Same as above
10,000,000
31,034,372
16,243,000
80,052,950
63,766,522
20,728,350
71,698,756
279,870,500
15,873,243
7,642,044
14,284,936
505,811
250,003
1,551,395
5
400,000
1,000,811
8,000
2,840
15,871
2,772,414
275,223
34,262,184
41,246
1,000,000
700,000
6,459,000
6,054,300
4,100,000
2,109,000
607,000
2,500,000
13,630,966
10,506,792
4,375,013
88,570,375
56,297,000
$ 159,300
2,097,924
1,096,927
1,460,966
1,335,909
1,239,555
701,931
4,854,525
96,266
23,752
39,515
11,441
3,902
2,250
-
24,300
10,014
265,616
132,721
581,035
27,863
201
335,427
864
23,117
61,372
176,331
60,846
41,032
76,873
63,938
72,933
248,765
220,117
261,626
867,104
976,506
-
0.95
0.90
5.65
7.20
9.17
2.36
8.28
5.70
1.16
13.73
0.36
0.38
1.36
0.50
-
-
-
-
-
0.73
-
1.13
-
-
0.01
0.17
1.60
0.06
0.34
-
-
0.96
1.19
1.94
2.92
1.67
$ 159,300
2,097,924
1,096,927
1,460,966
1,335,909
1,239,555
701,931
4,854,525
165,602
570,207
32,318
16,547
5,607
22,104
3,373
24,300
10,014
265,616
132,721
581,035
27,863
201
335,427
864
23,117
61,372
176,331
60,846
41,032
76,873
63,938
72,933
248,765
220,117
261,626
867,104
976,506
Note 6
Note 4

(Continued)

  • 74 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
Picvue Electronics Co., Ltd.
DDH
Far Eastern International Leasing Corp.
Bonds
China Shanshui Cement Group Ltd. 7.5%
Common stocks
Far EasTone
China Shanshui Cement Group Ltd.
Common stocks
Far EasTone
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
DWS Global AgriBusiness
DWS Asia High Yield Bond Income Fund B
Common stocks
Everest Textile Co., Ltd.
OUCC
FEDS
Yi Tong Fiber Co., Ltd.
Common stocks
FEIB
FEDS
OUCC
DDMC
Common stocks
Far EasTone
DDMC
China Shanshui Cement Group Ltd.
Common stocks
Far EasTone
Yamay International Development Corp.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche E
Bonds
China Shanshui Cement Group Ltd. 7.5%
Common stocks
Far EasTone
HTCL
Hon Hai Precision Ind. Co., Ltd.
GIGABYTE Technology Co., Ltd.
Industrial and Commercial Bank of China Limited, A
share
-
Same chairman with the major stockholder
The Corporation is its director
-
Same chairman with the major stockholder
-
Same chairman with the major stockholder
-
-
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
-
-
The chairman of the Corporation is its vice-chairman
by the ultimate parent company
The chairman of the Corporation is its vice-chairman
Same chairman with the ultimate parent company
-
Same chairman with the major stockholder
-
-
The director of the Corporation is its chairman
-
Related party in substance
Related party in substance
Related party in substance
-
Same chairman with the major stockholder
-
-
-
-
Financial assets carried at cost - current
Financial assets carried at cost - noncurrent
Same as above
Available-for-sale financial assets - noncurrent
Financial assets at fair value through profit or
loss - current
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - current
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Available-for-sale financial assets - current
Same as above
Available-for-sale financial assets - noncurrent
Financial assets carried at cost - noncurrent
Available-for-sale financial assets - current
Available-for-sale financial assets - noncurrent
Same as above
Financial assets carried at cost - noncurrent
Financial assets at fair value through profit or
loss - current
Financial assets carried at cost - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - current
Financial assets carried at cost - noncurrent
Available-for-sale financial assets - noncurrent
Same as above
Same as above
Available-for-sale financial assets - noncurrent
Financial assets at fair value through profit or
loss - current
Available-for-sale financial assets - current
Same as above
Same as above
Same as above
161,700
5,487,169
45,258,938
-
50,000
9,250,000
230,000
709,009
3,815,660
2,158,525
12,272,666
2,256,782
1,185,713
5,840,505
269,075
935,029
3,254,125
685,704
120,000
216,000
8,368,000
105,000
15
8,000
4,016
4,317
-
130,000
19,844,100
525,000
1,800,000
3,000,000
$ -
12,786
602,813
266,185
3,380
160,447
15,548
11,295
36,859
25,516
184,090
47,280
21,639
47,531
2,634
17,064
68,174
8,376
8,112
900
145,148
7,098
-
265,616
163,083
158,049
266,185
8,788
199,433
42,420
65,610
69,350
-
5.27
10.14
-
-
0.27
0.01
-
-
-
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
0.25
-
-
-
-
-
-
-
5.24
-
0.29
-
$ -
12,414
687,616
266,185
3,380
160,447
15,548
11,295
36,859
25,516
184,090
47,280
21,639
65,277
2,634
17,064
68,174
10,705
8,112
3,372
145,148
7,098
-
265,616
163,083
158,049
266,185
8,788
199,433
42,420
65,610
69,350

(Continued)

  • 75 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC Mega II Investment Ltd.
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
FSMS
YLT
YLSS
China Construction Bank Corporation, A share
China Life Insurance Company Limited, A share
China Life Insurance Company Limited, H share
FEIB
OUCC
FEDS
Far EasTone
Bank of Chongqing
China Shanshui Cement Group Ltd.
DSI
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Cementon Micronesia L.L.C.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
China Shanshui Cement Group Ltd.
Common stocks
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Common stocks
FEIB
Far EasTone
Common stocks
Far EasTone
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
Same chairman with the major stockholder
-
-
The Corporation is its director
-
-
-
-
-
-
-
-
-
-
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
Same as above
Same as above
Same as above
Available-for-sale financial assets - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets carried at cost - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Financial assets carried at cost - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - noncurrent
Financial assets carried at cost - noncurrent
Financial assets at fair value through profit or
loss - current
Available-for-sale financial assets - noncurrent
Same as above
Available-for-sale financial assets - current
3,399,958
540,000
986,000
122,847,338
1,552,156
4,473,972
856,303
1,433,500
31,528,000
39,600,000
30,251,000
35,569,000
16,058,000
18,477,000
37,410,000
7,480,000
107,536,000
Note 1
36,865,000
14,790,000
18,514,000
10,000
350,000
2,745,903
71,099
130,000
$ 99,188
77,160
103,861
1,202,675
32,518
81,650
57,886
42,135
546,872
396,000
524,722
616,966
278,536
320,495
648,899
129,745
1,865,278
121,914
639,446
256,542
321,137
70
21,263
26,882
4,806
8,788
-
-
-
4.05
0.18
0.32
0.03
0.09
0.93
18.00
0.90
1.05
0.47
0.55
1.11
0.22
3.18
10.00
1.09
0.44
0.55
0.15
-
0.09
-
-
$ 99,188
77,160
103,861
1,202,675
32,518
81,650
57,886
42,135
546,872
355,328
524,722
616,966
278,536
320,495
648,899
129,745
1,865,278
121,914
639,446
256,542
321,137
144
21,263
26,882
4,806
8,788
Note 5

(Continued)

  • 76 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2015 December 31, 2015 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
KCC
KCCL
ACSPL
OCPL
Beneficiary certificates
iShare FTSF A50 China Index ETF
Opas Fund Segregated Portfolio Tranche E
Common stocks
Industrial and Commercial Bank of China Limited, A
share
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche C
Allianz US High Yield Fund
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Common stocks
DBS Group
Guocoland Ltd.
Hong Leong Asia
INTRACO
Engro Corp Ltd.
Jurong Cement
Common stocks
Hiap Hoe Ltd.
-
-
-
Related party in substance
-
-
-
-
-
-
-
-
-
-
-
-
Available-for-sale financial assets - current
Available-for-sale financial assets - noncurrent
Available-for-sale financial assets - current
Available-for-sale financial assets - noncurrent
Same as above
Available-for-sale financial assets - current
Same as above
Available-for-sale financial assets - noncurrent
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Available-for-sale financial assets - noncurrent
Financial assets at fair value through profit or
loss - current
1,123,600
882
2,250,000
1,606
97,741
3,232,758
715,248
1,606
6,750
31,166
26,666
20,000
46,875
2,000
2,000
44,260
HK$ 12,157
thousand
HK$ 7,691
thousand
HK$ 12,300
thousand
HK$ 15,865
thousand
HK$ 5,962
thousand
SGD
4,348
thousand
SGD
2,136
thousand
SGD
2,814
thousand
SGD
10,907
thousand
SGD
520
thousand
SGD
48
thousand
SGD
16
thousand
SGD
13
thousand
SGD
2
thousand
SGD
5
thousand
SGD
31
thousand
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
HK$ 12,157
thousand
HK$ 7,691
thousand
HK$ 12,300
thousand
HK$ 15,865
thousand
HK$ 5,962
thousand
SGD
4,348
thousand
SGD
2,136
thousand
SGD
2,814
thousand
SGD
10,907
thousand
SGD
520
thousand
SGD
48
thousand
SGD
16
thousand
SGD
13
thousand
SGD
2
thousand
SGD
5
thousand
SGD
31
thousand

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items under IAS 39 “Financial Instruments: Recognition and Measurement”.

Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair value less accumulated impairment loss; the carrying amounts of financial instruments not measured at fair values are the original cost or amortized cost less accumulated impairment loss.

Note 4: 5,000 thousand shares ($91,250 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 5: 3,500 thousand shares ($63,875 thousand) of the securities are pledged as collaterals for bank loans of AIC.

Note 6: The market value was calculated on the basis of the closing price on the Taiwan Stock Exchange as of the balance sheet date

(Concluded)

  • 77 -

TABLE 4

ASIA CEMENT CORPORATION

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Amounts
Addition
(Deduction)
Recognized
under the Equity
Method
**Ending ** Balance
Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Gain (Loss) on
Disposal

Shares/Units
Amount
The Corporation
ACCHC
PIHPL
OIHPL
OHC
SIYDCCL
ACSPL
AIC
Common stocks
China Conch Venture
Holding
Common stocks
PIHPL
Common stocks
OIHPL
Common stocks
OHC
Common stocks
SIYDCCL
Common stocks
SLCL
Bonds
China Shanshui Cement
Group Ltd. 10.5%
Bonds
China Shanshui Cement
Group Ltd. 10.5%
Available-for-sale financial
assets - current
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Investment in Subsidiaries
Available-for-sale financial
assets - noncurrent
Available-for-sale financial
assets - noncurrent
-
Cash capital increment
Cash capital increment
Cash capital increment
Cash capital increment
Cash capital increment
Redemption
Redemption
-
-
-
-
-
-
-
-
22,000,000
8,395,178
593,191,256
(Note 1)
(Note 1)
(Note 1)
-
-
$ 1,505,790
US$ 2,016,737
thousand
US$ 1,442,660
thousand
US$ 224,469
thousand
RMB 176,684
thousand
RMB 1,042,642
thousand
SGD
14,265
thousand
333,222
-
(Note 2)
(Note 2)
(Note 1)
(Note 1)
(Note 1)
-
-
$ -
US$ 20,000
thousand
US$ 20,000
thousand
US$ 20,000
thousand
RMB 122,868
thousand
RMB 250,000
thousand
-
-
5,757,000
-
-
-
-
-
-
-
$ 556,788
-
-
-
-
-
SGD
13,562
thousand
306,412
$ 301,340

-

-

-

-

-
SGD
13,094
thousand

296,291
$ 255,448

-

-

-

-

-
SGD
468
thousand

10,121
$ -
US$ (157,222 )
thousand
US$ (116,287 )
thousand
US$ (3,177 )
thousand
RMB
56,202
thousand
RMB
(58,160 )
thousand
-

-
16,243,000
9,287,201
(Note 2)
691,139,974
(Note 2)
(Note 1)
(Note 1)
(Note 1)
-
-
$ 1,096,927
(Note 3)
US$ 1,879,515
thousand
US$ 1,346,373
thousand
US$ 241,292
thousand
RMB 355,754
thousand
RMB 1,234,482
thousand
-
-

Note 1: This is not a company limited by shares.

Note 2: The share/units exclude the cash capital increment which was not registered yet.

Note 3: The amount included the revaluation gain (loss) on financial assets.

  • 78 -

TABLE 5

ASIA CEMENT CORPORATION

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase/(Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
The Corporation
ACSPL
YTRMC
YSRMC
YLT
FMT
FDT
NHC
JYDC
YTRMC
ACSPL
U-Ming
NHC
U-Ming Singapore
JYDC
YSRMC
YLT
SHSTC
The Corporation
Alliance Concrete Singapore Pte. Ltd.
The Corporation
CHC
FEGC
The Corporation
The Corporation
Air Liquide Far Eastern Co.
FENC
FENC
The Corporation
The Corporation
JYLTC
WYDC
WAMTC
NYLC
NYLC
NYDC
NYDC
TZOCCL
YYDCCL
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
Parent company
An investee accounted for by equity method
Parent company
Related party in substance
Related party in substance
Parent company
Parent company
Related party in substance
An investee accounted for by equity method
An investee accounted for by equity method
Parent company
Parent company
A subsidiary of the Corporation
The same ultimate parent company
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
Sales
Sales
Sales freight expense
Purchase
Purchase freight expense
Purchase
Sales
Sales freight expense
Sales
Purchase
Sales
Purchase
Purchase
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales freight expense
Sales
Sales freight expense
Purchase
Sales
Sales
Purchase
Sales
Sales
$ (1,662,917)
(807,936)
694,808
396,400

238,640
285,201
(214,730)
204,965
(183,677)
SGD
35,213
thousand
SGD
(23,010)
thousand
1,662,917
262,133
(393,550)
214,730
(204,965)
(113,365)
(167,083)
(246,724)
(396,400)
RMB (56,072)
RMB
33,765
thousand
RMB (167,637)
thousand
RMB
34,676
thousand
RMB
20,981
thousand
RMB (22,058)
thousand
RMB (78,297)
thousand
RMB 184,534
thousand
RMB (27,857)
thousand
RMB (210,647)
thousand
(14)
(7)
7
4
2
3
(2)
2
(2)
74
(50)
22
3
(5)
28
(70)
(14)
(21)
(43)
(82)
(2)
1
(7)
2
1
(1)
(3)
8
(1)
(8)
45 days after monthly closing
Average 30 days
Average 60 days
45 days after monthly closing
Average 10 days
Within 7 days
45 days after monthly closing
Average 30 days
Average 60 days
Average 30 days
Average 60 days
45 days after monthly closing
45 days after monthly closing
Average 90 days
45 days after monthly closing
Average 30 days
120 days after monthly closing
60 days
60 days
45 days after monthly closing
Within 7 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 15 days
Average 15 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 284,471
34,375
(80,299)
(26,663)
-
-
23,319
(21,904)
27,164
SGD
(1,490)
thousand
SGD
4,151
thousand
(284,471)
(34,943)
112,537
(23,319)
21,904
47,308
25,472
34,874
26,663
-
RMB
(6,598)
thousand
RMB
19,081
thousand
RMB (10,441)
thousand
RMB
(2,192)
thousand
RMB
2,105
thousand
RMB
10,727
thousand
RMB (49,063)
thousand
RMB
7,043
thousand
RMB
27,592
thousand
31
4
(5)
(2)
-
-
3
(1)
3
(22)
57
(26)
(3)
5
(22)
58
37
20
32
72
-
(3)
7
(5)
(1)
1
4
(23)
3
10

(Continued)

  • 79 -
Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase/(Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
NYDC
NYLC
SIYDCCL
HGYDC
WYDC
YYDCCL
SLCL
HYDCCL
JYLTC
HYDCCL
HYDCCL
HGYDC
JYDC
JYDC
JYDC
JYDC
SYTCL
SLCL
HYDCCL
JYDC
JYDC
HYDCCL
JYDC
SYTCL
SIYDCCL
JYDC
JYDC
WYDC
WAMTC
HYTCL
HGYDC
JYDC
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Parent company
Parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
A subsidiary of the Corporation
The same ultimate parent company
Parent company
Sales
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Sales freight expense
Sales
Sales
Sales
Purchase
Purchase
Purchase
Sales freight expense
Purchase
Sales
Purchase
Sales
Sales freight expense
Sales freight expense
Purchase
Sales
RMB (31,838)
thousand
RMB
20,198
thousand
RMB
27,767
thousand
RMB (184,534)
thousand
RMB
78,297
thousand
RMB (20,981)
thousand
RMB
22,058
thousand
RMB
53,450
thousand
RMB (51,984)
thousand
RMB (71,836)
thousand
RMB (27,267)
thousand
RMB 167,637
thousand
RMB
22,856
thousand
RMB 210,647
thousand
RMB
29,070
thousand
RMB
51,984
thousand
RMB (20,198)
thousand
RMB
31,838
thousand
RMB (22,856)
thousand
RMB
41,106
thousand
RMB
26,232
thousand
RMB
71,836
thousand
RMB (33,765)
thousand
(1)
1
1
(100)
46
(13)
17
6
(5)
(15)
(6)
45
6
45
5
9
(2)
3
(2)
4
3
8
(43)
Average 30 days
Average 30 days
Average 30 days
20 days after monthly closing
20 days after monthly closing
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
10,083
thousand
RMB
(4,224)
thousand
RMB
(4,335)
thousand
RMB
49,063
thousand
RMB (10,727)
thousand
RMB
2,192
thousand
RMB
(2,105)
thousand
RMB
(6,634)
thousand
RMB
6,549
thousand
RMB
47
thousand
RMB
4,335
thousand
RMB (19,081)
thousand
RMB
(130)
thousand
RMB (27,592)
thousand
RMB
(5,116)
thousand
RMB
(6,549)
thousand
RMB
4,224
thousand
RMB (10,083)
thousand
RMB
130
thousand
RMB
(6,071)
thousand
RMB
(2,283)
thousand
RMB
(47)
thousand
RMB
6,598
thousand
4
(2)
(2)
97
(67)
2
(36)
(11)
1
-
40
(25)
-
(11)
(7)
(9)
4
(23)
-
(14)
(5)
-
53
(Continued)
  • 80 -
Purchasing or (Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase/(Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
SYTCL
TZOCCL
HYTCL
SIYDCCL
SLCL
JYDC
HYDCCL
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Sales
Sales
Purchase
Sales
RMB (53,450)
thousand
RMB (29,070)
thousand
RMB
27,857
thousand
RMB (26,232)
thousand
(45)
(24)
94
(46)
Within 90 days
Within 90 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
RMB
6,634
thousand
RMB
5,116
thousand
RMB
(7,043)
thousand
RMB
2,283
thousand
35
27
(16)
38

(Concluded)

  • 81 -

TABLE 6

ASIA CEMENT CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
YTRMC
JYDC
NYDC
OIHPL
PIHPL
ACCHC
OHC
JYDC
YTRMC
FEGC
YYDCCL
JYDC
HGYDC
SIYDCCL
YYDCCL
JYDC
JYDC
HYDCCL
SIYDCCL
Yuan Ding (Shanghai)
FENC
SHYLCP
SLCL
A subsidiary of the Corporation
Related party in substance
The same ultimate parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
Related party in substance
Related party in substance
The same ultimate parent company
The same ultimate parent company
$ 289,642
112,537
RMB
27,592
thousand
RMB
49,063
thousand
RMB
30,730
thousand
US$ 30,000
thousand
US$ 30,000
thousand
US$ 35,000
thousand
RMB 186,000
thousand
US$ 50,000
thousand
US$ 80,000
thousand
RMB
42,208
thousand
US$ 63,867
thousand
RMB
95,000
thousand
RMB 375,000
thousand
5.35 times
2.07 times
7.49 times
4.40 times
Note 1
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 48,914
62,907
RMB
27,592
thousand
RMB
49,063
thousand
-
-
-
-
-
-
-
-
-
-
-
$ -

-
-
-

-

-

-

-

-

-

-

-

-

-

-
(Continued)
  • 82 -
Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
NYDC
HYDCCL
SIYDCCL
WYDC
NYLC
SLCL
WYXC
HXMC
SYCPCL
SLCCL
SLCL
WYCPCL
WYXC
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
Consolidated entity’s investee accounted for by equity method
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
RMB
20,000
thousand
RMB 170,000
thousand
RMB
25,000
thousand
RMB
25,000
thousand
RMB
35,000
thousand
RMB
30,000
thousand
RMB
65,000
thousand
RMB
70,000
thousand
RMB
60,000
thousand
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
$ -

-

-

-

-

-

-

-

-

Note 1: The dividend receivable.

Note 2: The accounts receivable from financing.

(Concluded)

  • 83 -

TABLE 7

ASIA CEMENT CORPORATION

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2015

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
The Corporation
DCI
ACCHC
FENC
U-Ming
DCI
CHP
YDC
YYI
ACSPL
OSC
AIC
YTRMC
YLSS
FMT
FEDSDL
NHC
YDLC
YLT
AEE
EISF
YLPPC
SIHL
YDC
FEGC
FENC
KCC
SHSTC
FSMS
U-Ming
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC Mega II Investment Ltd.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Chiayi Taiwan
Taipei, Taiwan
Taipei, Taiwan
Singapore
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Taipei, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Kaohsiung, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
B.V.I.
B.V.I.
B.V.I.
Investment
Textile
Marine transportation
Investment
Power plant
Construction
Investment
Cement
Broker
Investment
Ready-mixed concrete, cement -
related products
Stainless steel
Transportation
Retails
Cement, granulated blast-furnace slag
Leasing
Transportation
Engineering
Iron and steel
Cement - related products
Investment
Construction
Construction
Textile
Cement
Storage and transportation
Mining excavation, mineral
processing and sales
Marine transportation
Investment
Investment
Investment
$ 13,660,636
3,459,787
510,236
2,555,255
3,119,492
2,232,220
911,058
186,958
154,207
1,212,679
1,042,252
2,661,240
68,416
500,000

410,994
309,049
22,110
5,136
31,463
144,961
2,898
289,982
140,138
1,263,385
36,024
231,322
112,055
27,619
579,926
579,439
289,050
$ 13,660,636

3,459,787

510,236

2,555,255

3,119,492

2,232,220

911,058

186,958

154,207

1,212,679

1,042,252

2,661,240

68,416

500,000

410,994

309,049

22,110

5,136

31,463

144,961

2,898

289,982

140,138

1,262,590

36,024

231,322

112,055

27,619

579,926

579,439

289,050
1,061,209,202
1,272,277,085
331,701,152
565,063,189
280,093,521
178,707,648
155,000,803
10,495,495
135,092,154
175,974,041
145,773,218
200,000,000
29,517,188
53,250,000
26,128,171
34,640,189
5,100,000
7,970,703
3,199,823
16,241,083
90,000
72,989,090
103,080,349
82,812,887
1,127,000
19,065,642
1,294,155
468,486
19,600,000
19,600,000
10,000,000
67.73
23.77
39.25
99.99
59.59
35.50
29.92
99.96
18.93
100.00
99.99
100.00
99.82
25.00
99.94
43.60
51.00
98.23
40.40
83.81
100.00
14.50
33.76
1.55
49.00
14.30
99.55
0.05
100.00
100.00
100.00
$ 31,748,957
39,046,768
10,753,621
12,825,928
5,637,104
3,345,343
1,825,213
3,421,569
1,869,637
2,709,026
1,581,533
1,583,182
1,285,062
629,794
403,029
394,422
258,232
158,135
75,988
114,008
49,975
1,364,803
3,894,123
2,507,736
478,536
135,533
138,004
31,392
578,442
647,272
306,644
$ (1,530,713)

8,034,885

824,397

965,983

1,081,108

44,907

505,662

(105,627)

(343,101)

252,433

89,164

(264,742)

168,452

163,010

7,424

82,955

27,974

(830)

14,315

38,394

2,322

44,907

1,966,902

8,034,885
HK$ 14,177
thousand

(179,781)

(838)

824,397

11

1,302

1,073
$ (1,036,752)

1,733,012

298,276

966,527

644,261

14,233

151,296

(105,585)

(64,953)

252,571

89,164

(283,774)

173,184

40,752

7,346

36,213

14,333

(816)

5,783

32,741

2,322

Not applicable

Not applicable

Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation



A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 84 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
SHSTC
PGIC
FENC
U-Ming
YSRMC
YTV
AOG
FDT
FENC
YDEC
U-Ming
FENC
AEEPL
U-Ming
FENC
YDEC
YLPCIP
AOG
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
DCI
FMT
NHC
B.V.I.
B.V.I.
Kaohsiung, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Hà Tĩnh, Vietnam
Guam
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
India
Guam
Taipei, Taiwan
Taipei, Taiwan
Chiayi Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Investment
Investment
Storage and transportation
Granulated blast-furnace slag
Textile
Marine transportation
Ready-mixed concrete
Ready-mixed concrete
Investment
Transportation
Textile
Retail
Marine transportation
Textile
Engineering
Marine transportation
Textile
Retail
Tunnel lining segments
Investment
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
Transportation
Cement, granulated blast-furnace slag
$ 289,050
575,055
347,341
36,771
15,240
1,027
69,930
201,823
138,563
30,373
33,759
160,424
1,891
31,322
US$ 50
thousand
38,931
3
20,776
8,338
66,816
405,473
77,446
376
2,039,879
544,135
289,050
286,263
334,065
76
176

78
$ 289,050

575,055

347,341

36,771

15,240

1,027

69,930

201,823

138,563

30,373

33,759

160,424

1,891

31,322
US$ 50
thousand

38,931

3

20,776

8,338

66,816

405,473

77,446

376

2,039,879

544,135

289,050

286,263

334,065

76

176

78
10,000,000
19,400,000
19,477,895
3,287,550
1,739,978
64,143
6,993,000
(Note 1)
(Note 1)
27,892,834
4,415,299
22,614,780
50,000
1,020,000
50,000
3,485,997
3,324
3,264,833
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
66,550,000
18,500,000
10,000,000
9,510,000
11,415,000
5,125
5,000
5,000
100.00
100.00
14.61
31.00
0.03
0.01
69.93
100.00
71.79
99.87
0.08
26.95
0.01
0.02
100.00
0.41
-
3.89
99.99
28.21
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
0.02
0.02
$ 351,819
757,341
323,254
60,437
40,322
1,016
64,622
225,834
97,804
612,189
109,858
435,627
1,879
31,066
117,136
38,499
10
62,801
6,409
38,432
649,150
79,289
850
2,190,519
666,335
282,888
334,148
176,195
76
272
80
$ 1,206

904

(179,781)

33,528

8,034,885

824,397

3,517
VND 12,499,437
thousand
US$ (1,102)
thousand

91,839

8,034,885

99,434

824,397

8,034,885
US$ (142)
thousand

824,397

8,034,885

99,434
INR
(16,849)
thousand
US$ (1,102)
thousand

8,034,885

824,397

1,081,108

(199)

1,167

1,086

529

341

965,983

168,452

7,424

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation



A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 85 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2015 as of December 31, 2015 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2015 December 31, 2014 Shares Percentage of
Ownership
Carrying Value
YLT
Asia Cement Explorer
Investment Ltd.
KCC
Join Fortune Trading Ltd.
Asia Oriental (Guam) L.L.C.
AEEPL
ACSPL
ACCHC
AEE
FSMS
FDT
YSRMC
EISF
YTRMC
U-Ming
Opas Fund Segregated Portfolio
Company
KCCL
Join Fortune Trading Ltd.
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Perez-AOG, L.L.C.
Perez-Mtec-AOG, L.L.C.
ACCHC
OCPL
ACCHC
Alliance Concrete Singapore Pte. Ltd.
PIHPL
Hwalien, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Hong Kong
B.V.I.
Hong Kong
Hong Kong
Guam
Guam
Cayman
Singapore
Cayman
Singapore
B.V.I.
Engineering
Mining excavation, mineral
processing and sales
Transportation
Ready-mixed concrete
Iron and steel
Ready-mixed concrete, cement -
related products
Marine transportation
Investment
Ready-mixed concrete
Investment
Storage and transportation
Barge transportation
Mining excavation and sales
Ready-mixed concrete
Investment
Ready-mixed concrete, leasing
Investment
Ready-mixed concrete
Investment
$ 116
119
110
37
119
53
58,840
1,610
HK$ 10
thousand
HK$ 15,300
thousand
HK$ 9,200
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
US$ 1,481
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
$ 116

119

110

37

119

53

58,840

1,610
HK$ 10
thousand
HK$ 12,100
thousand
HK$ 6,000
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
US$ 1,481
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
2,000
thousand
US$ 860,613
thousand
6,000
5,000
7,145
5,000
5,000
5,300
6,348,103
33
10,000
1,961,539
9,200,000
6,100,000
(Note 1)
(Note 1)
3,161,500
17,000,000
63,790,798
6,000,000
9,287,201
(Note 2)
0.07
0.39
0.03
0.05
0.06
-
0.75
33.00
100.00
100.00
50.00
50.00
64.50
33.33
0.20
100.00
4.07
50.00
100.00
$ 120
125
199
44
112
53
314,314
1,667
HK$ 31,443
thousand
HK$ 13,082
thousand
HK$ 7,218
thousand
HK$ 5,972
thousand
US$ 3,804
thousand
US$ 1
thousand
US$ 1,645
thousand
SGD
11,130
thousand
SGD
82,377
thousand
SGD
11,167
thousand
US$ 1,879,515
thousand
$ (830)

(838)

91,839

3,517

14,315

89,164

824,397

16
HK$ 190
thousand
HK$ (603)
thousand
HK$ (195)
thousand
HK$ (379)
thousand
US$ (1,629)
thousand
-
US$ (48,228)
thousand
SGD
160
thousand
US$ (48,228)
thousand
SGD
(5,518)
thousand
US$ (5,750)
thousand

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

Note 1: This is not a company limited by shares.

Note 2: The cash capital increment was not registered yet.

(Concluded)

  • 86 -

TABLE 8

ASIA CEMENT CORPORATION

INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2015
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2015
Accumulated
Repatriation of
Investment Income as
of December 31, 2015
Outward Inward
SHYLCP
JYDC
WYDC
SHYFCP
OHC
NYLC
NYDC
SIYDCCL
CYCPCL
JYLTC
HYDCCL
CYSPC
SYCPCL
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, clinker
and ready-mixed concrete (including
cement - related products).
It manufactures and sells cement, slag
powder and slag cement.
It manufactures and sells ready-mixed
concrete and cement - related products
Investment
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Slag powder
It manufactures and sells ready-mixed
concrete and cement - related products
US$15,000 (equivalent
to NT$491,625
thousand)
US$356,104 (equivalent
to NT$11,671,309
thousand)
US$36,140 (equivalent
to NT$1,184,489
thousand)
US$2,540 (equivalent to
NT$83,249 thousand)
US$130,407 (equivalent
to NT$4,274,089
thousand)
RMB60,000 (equivalent
to NT$302,837
thousand)
RMB90,000 (equivalent
to NT$454,256
thousand)
US$368,340 (equivalent
to NT$12,072,344
thousand)
US$4,100 (equivalent to
NT$134,378
thousand)
RMB12,500 (equivalent
to NT$63,091
thousand)
US$154,800 (equivalent
to NT$5,073,570
thousand)
-
US$3,300 (equivalent to
NT$108,158
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
-
(2)
US$11,200 (equivalent
to NT$367,080
thousand)
US$105,241 (equivalent
to NT$3,449,274
thousand)
US$23,522 (equivalent
to NT$770,934
thousand)
US$1,270 (equivalent to
NT$41,624 thousand)
US$54,191 (equivalent
to NT$1,776,110
thousand)
-
-
US$73,187 (equivalent
to NT$2,398,704
thousand)
US$2,023 (equivalent to
NT$66,304 thousand)
-
US$54,257 (equivalent
to NT$1,778,273
thousand)
US$980 (equivalent to
NT$32,120 thousand)
US$2,970 (equivalent to
NT$97,342 thousand)
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
US$11,142 (equivalent
to NT$365,179
thousand)
-
-
-
-
-
US$5,602 (equivalent to
NT$183,606
thousand)
-
-
US$6,570 (equivalent to
NT$215,332
thousand)
-
-
US$11,200 (equivalent
to NT$367,080
thousand)
US$94,099 (equivalent
to NT$3,084,095
thousand)
US$23,522 (equivalent
to NT$770,934
thousand)
US$1,270 (equivalent to
NT$41,624 thousand)
US$54,191 (equivalent
to NT$1,776,110
thousand)
-
-
US$67,585 (equivalent
to NT$2,215,098
thousand)
US$2,023 (equivalent to
NT$66,304 thousand)
-
US$47,687 (equivalent
to NT$1,562,941
thousand)
US$980 (equivalent to
NT$32,120 thousand)
US$2,970 (equivalent to
NT$97,342 thousand)
RMB(21,560)
(equivalent to
NT$(109,659)
thousand)
RMB62,333 (equivalent
to NT$317,045
thousand)
RMB27,701 (equivalent
to NT$140,893
thousand)
RMB(290) (equivalent to
NT$(1,473) thousand)
RMB(7,406) (equivalent
to NT$(37,669)
thousand)
RMB11,392 (equivalent
to NT$57,944
thousand)
RMB9,917 (equivalent to
NT$50,442 thousand)
RMB(154,336)
(equivalent to
NT$(785,000)
thousand)
RMB(22,681)
(equivalent to
NT$(115,361)
thousand)
RMB6,941 (equivalent to
NT$35,302 thousand)
RMB43,908 (equivalent
to NT$223,330
thousand)
-
RMB(976) (equivalent to
NT$(4,963) thousand)
72.00
68.40
72.00
72.00
72.00
68.40

52.20
72.00
72.00

70.12
72.00
-
72.00
RMB(15,523)
(equivalent to
NT$(78,955)
thousand)
RMB47,058 (equivalent
to NT$239,351
thousand)
RMB20,776 (equivalent
to NT$105,672
thousand)
RMB(208) (equivalent to
NT$(1,060) thousand)
RMB(5,332) (equivalent
to NT$(27,122)
thousand)
RMB7,792 (equivalent to
NT$39,634 thousand)
RMB5,177 (equivalent to
NT$26,331 thousand)
RMB(111,122)
(equivalent to
NT$(565,200)
thousand)
RMB(16,330)
(equivalent to
NT$(83,060)
thousand)
RMB4,867 (equivalent to
NT$24,754 thousand)
RMB34,209 (equivalent
to NT$173,998
thousand)
-
RMB(703) (equivalent to
NT$(3,573) thousand)
RMB43,558 (equivalent
to NT$219,852
thousand)
RMB2,778,824
(equivalent to
NT$14,025,515
thousand)
RMB437,228 (equivalent
to NT$2,206,616
thousand)
RMB14,874 (equivalent
to NT$75,075
thousand)
RMB1,128,137
(equivalent to
NT$5,694,027
thousand)

RMB107,547 (equivalent
to NT$542,818
thousand)

RMB84,179 (equivalent
to NT$424,874
thousand)
RMB2,561,425
(equivalent to
NT$12,928,241
thousand)
RMB37,251 (equivalent
to NT$188,016
thousand)

RMB36,697 (equivalent
to NT$185,218
thousand)
RMB1,611,489
(equivalent to
NT$8,133,640
thousand)
-
RMB23,204 (equivalent
to NT$117,117
thousand)
US$800 (equivalent to
NT$26,220 thousand)
US$49,717 (equivalent
to NT$1,629,475
thousand)

US$3,028 (equivalent to
NT$99,243 thousand)
-
US$809 (equivalent to
NT$26,515 thousand)

-
-
US$27,009 (equivalent
to NT$885,220
thousand)
US$77 (equivalent to
NT$2,524 thousand)
-
US$9,913 (equivalent to
NT$324,899
thousand)
-
-

(Continued)

  • 87 -
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2015
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2015
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2015
Accumulated
Repatriation of
Investment Income as
of December 31, 2015
Outward Inward
SYTCL
YYDCCL
HGYDC
HYTCL
WYCPCL
WYXC
HZYCCL
HXMC
WAMTC
TZOCCL
SLCL
SLCCL
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Production and sales of limestone
Marine transportation
Cement - related products
It manufactures and sells ready-mixed
concrete and cement - related products
Cement - related products
US$3,500 (equivalent to
NT$114,713
thousand)
US$35,530 (equivalent
to NT$1,164,496
thousand)
US$86,170 (equivalent
to NT$2,824,222
thousand)
RMB13,000 (equivalent
to NT$65,615
thousand)
RMB60,000 (equivalent
to NT$302,837
thousand)
RMB90,000 (equivalent
to NT$454,256
thousand)
RMB30,000 (equivalent
to NT$151,419
thousand)
RMB10,000 (equivalent
to NT$50,473
thousand)
RMB35,500 (equivalent
to NT$179,179
thousand)
US$16,000 (equivalent
to NT$524,400
thousand)
RMB600,000 (equivalent
to NT$3,028,370
thousand)
RMB20,000 (equivalent
to NT$100,946
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)

(2)
(2)
US$3,011 (equivalent to
NT$98,686 thousand)
US$14,833 (equivalent
to NT$486,152
thousand)
US$15,350 (equivalent
to NT$503,096
thousand)
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
US$284 (equivalent to
NT$9,308 thousand)
-
-
-
-
-
-
-
-
-
-
-
US$2,727 (equivalent to
NT$89,377 thousand)
US$14,833 (equivalent
to NT$486,152
thousand)
US$15,350 (equivalent
to NT$503,096
thousand)
-
-
-
-
-
-
-
-
-
RMB6,783 (equivalent to
NT$34,498 thousand)
RMB(29,645)
(equivalent to
NT$(150,785)
thousand)
RMB53,200 (equivalent
to NT$270,593
thousand)
RMB3,820 (equivalent to
NT$19,428 thousand)
RMB8,673 (equivalent to
NT$44,111 thousand)
RMB7,227 (equivalent to
NT$36,758 thousand)
RMB3,494 (equivalent to
NT$17,774 thousand)
RMB(3,861) (equivalent
to NT$(19,637)
thousand)
RMB6,636 (equivalent to
NT$33,751 thousand)
RMB(7,198) (equivalent
to NT$(36,611)
thousand)
RMB(55,132)
(equivalent to
NT$(280,420)
thousand)
RMB(3,089) (equivalent
to NT$(15,712)
thousand)

72.00
72.00
72.00

72.00

72.00

64.79

28.80
28.80

34.20
72.00
72.00
72.00
RMB4,883 (equivalent to
NT$24,839 thousand)
RMB(21,345)
(equivalent to
NT$(108,565)
thousand)
RMB38,304 (equivalent
to NT$194,827
thousand)
RMB2,750 (equivalent to
NT$13,988 thousand)
RMB6,244 (equivalent to
NT$31,760 thousand)
RMB3,523 (equivalent to
NT$17,917 thousand)
RMB1,006 (equivalent to
NT$5,119 thousand)
RMB(1,280) (equivalent
to NT$(6,510)
thousand)
RMB2,269 (equivalent to
NT$11,543 thousand)
RMB(4,923) (equivalent
to NT$(25,042)
thousand)
RMB(41,876)
(equivalent to
NT$(212,992)
thousand)
RMB(2,224) (equivalent
to NT$(11,313)
thousand)

RMB45,156 (equivalent
to NT$227,915
thousand)
RMB249,860 (equivalent
to NT$1,261,114
thousand)
RMB694,745 (equivalent
to NT$3,506,574
thousand)

RMB26,095 (equivalent
to NT$131,709
thousand)

RMB50,881 (equivalent
to NT$256,809
thousand)

RMB303,377 (equivalent
to NT$1,531,232
thousand)

RMB12,752 (equivalent
to NT$64,362
thousand)
RMB27,545 (equivalent
to NT$139,029
thousand)

RMB24,719 (equivalent
to NT$124,763
thousand)
RMB61,307 (equivalent
to NT$309,433
thousand)
RMB888,827 (equivalent
to NT$4,486,161
thousand)
RMB3,466 (equivalent to
NT$17,496 thousand)
US$423 (equivalent to
NT$13,864 thousand)

US$1,016 (equivalent to
NT$33,299 thousand)

-
-
-

-
-
-
-
-

-

-
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2015
Investment Amounts Authorized by Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
US$459,297(Note 3)
(equivalent to NT$15,053,459 thousand)
US$1,780,757
(equivalent to NT$58,364,311 thousand)
(Note 4)

Note 1: The accrual is based on the financial statements audited by independent auditors.

Note 2: The investor companies were incorporated in Mainland China by a company (2) (ACCHC) which was incorporated in the area other than Taiwan and Mainland China in order to invest in Mainland China.

Note 3: As of December 31, 2015, accumulated investment in China Shanshui Cement Group Ltd which listed at HKEx for managing finance purpose was US$120,860 thousand included in Accumulated Outward Remittance for Investment in Mainland China.

Note 4: The Corporation obtained certificate No. 10420400190 from Industrial Development Bureau, Ministry of Economic Affairs, according to the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”, the accumulation of fund is not limited.

Note 5: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of December 31, 2015; the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2015.

(Concluded)

  • 88 -