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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
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I Report to Shareholders
1. 2015 Review
Overall economic performance
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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.
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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.
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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.
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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.
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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.
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iii. Due to recession of export to China and other emerging countries, and weak domestic consumption, Japanese economic growth rate is merely 0.6%.
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D. Geopolitical tensions also caused substantial impact to relevant country's economic growth.
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i. Ukraine problem is still unsolved while Middle East problem heat up. Russia warplanes shot down by Turkish worse the situation in that region.
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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.
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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.
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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.
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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.
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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.
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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
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A. Outlook for 2016 international economic situation:
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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.
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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.
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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.
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iv. Due to weak domestic demand, Japan still can barely beat deflationary pressures with abenomics.
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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
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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.
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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.
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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.
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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.
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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:
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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.
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iv. Investments boost cement demand:
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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.
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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.
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v. Mergers and Acquisitions enhance market concentration:
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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.
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b. Cross shareholdings will become the prototype of Mergers & Acquisition in the future.
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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.
10
II Company Profile
2.1 Date of Incorporation: March 21, 1957.
Paid-in Capital: NT$ 33,614,471,980.
Scope of Business:
-
C901030 Cement manufacturing
-
C901040 Ready-mixed concrete manufacturing
-
B601010 Quarrying
-
C901050 Cement and ready-mixed concrete products
-
C901990 Non-metallic mineral products
-
F111090 Whole sale of building materials
-
F211010 Retail sale of building materials
-
F401010 International trade
-
IZ06010 Tally and packing
-
A201010 Afforestation business
-
H701010 Developing, leasing, and selling residential and business buildings
-
H701020 Developing, leasing, and selling industrial factories
-
H703100 Real estate rental & leasing
-
H703090 Real estate sale & purchase
-
JE01010 Rental and leasing
-
G202010 Parking-lot business
-
G801010 Warehousing
-
I103060 Business management consultation services
-
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:
-
Mergers and acquisitions.
-
To restructure affiliate companies.
-
Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding.
-
Changes in the Company’s management.
-
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:
-
Not an employee of the Company or any of its affiliates.
-
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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----- Start of picture text -----
- 25 - -25-
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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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
Not been a person of any conditions defined in Article 30 of the Company Act.
-
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
- 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$2,000,000~NT$5,000,000 |
- | Chen Kun Chang | - | Chen Kun Chang |
NT$5,000,000~NT$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$10,000,000~NT$15,000,000 |
Johnny Shih, Kun Yen Lee | Peter Hsu, Kun Yen Lee | Johnny Shih | - |
NT$15,000,000~NT$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$30,000,000~NT$50,000,000 |
- | - | - | Peter Hsu |
NT$50,000,000~NT$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.
- 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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- 30 - -30-
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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$2,000,000~NT$5,000,000 |
- | - |
NT$5,000,000~NT$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$10,000,000~NT$15,000,000 |
- | - |
NT$15,000,000~NT$30,000,000 |
- | Shaw Yi Wang,Champion Lee |
NT$30,000,000~NT$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: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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%及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$2,000,000~NT$5,000,000 |
- | - |
NT$5,000,000~NT$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: NT$1,000 |
||||||
|---|---|---|---|---|---|---|
| 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: NT$1000 |
|||||
|---|---|---|---|---|---|
| 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. |
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-
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.
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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. |
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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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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. |
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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.
-
Not an employee of the Company or any of its affiliates.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Not been a person of any conditions defined in Article 30 of the Company Act.
-
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.”
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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. |
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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 |
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| (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 |
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| 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 |
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| 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 |
|
|---|---|---|---|---|
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| (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 |
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| (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 |
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| (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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
- Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and
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| 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 idea、technique、and practiceof 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 |
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| 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 $10 billion.
3.3.12 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company : None.
- ◎The Board of Director approved “the Procedure Dealing with Internal Material Information of Asia Cement Corporation” on December 21, 2009. This Procedure has been posted on the Company’s electronic bulletin board.
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3.4 Information of CPA Service Fee
- Information of CPA service fee
Unit: NT$ 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 |
-
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.
-
If the audit fee dropped year on year by more than 15%, specifies the amount, percentage, reason of the reduction: None.
-
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.
-
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% |
-75-
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 | |
Stock&CashDividend 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
- 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)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 4 、5th 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
-
Scope of Business: Please refer to Section 2.1: “Scope of Business.”
-
Main Business and Percentage:
-
A. Production and sales of Cement and clinker: 91%.
-
B. Granulated blast-furnace slag: 9%.
-
New Product Research & Development: None.
5.1.2 Industry Overview
-
Market situation and future outlook
-
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.
-
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.
-
Product development and company competitiveness
-
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
-
Major Sale Markets
-
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.
-
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.
- 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.
-
Market supply forecast, growth opportunity, and business competitiveness:
-
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.
-
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.
-
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.
-
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.
-
Negative factors and the solutions
-
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
-
Portland Cement Type I:
-
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.
-
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
- 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)
-
ISO-14001 EMS has become the trend in many advanced countries.
-
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).
-
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
- 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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-
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$12.8 million to improve its air pollution control facilities. For increasing dust preventive facilities, Hsinchenshan Mine of the Hualien plant had built 440-meters-long fully-closed belt conveyor in 2015, which could completely prevent dust shed or spread, moreover, the Hualien plant set up dustproof net outside of the belt conveyor. We will continue to build 180-meters-long fully-closed belt conveyor in 2016.
-
The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.
-
In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.
-
In 2015, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 52,176,000.
-
5.4.3 Greening and Beautification for Quarry Restoration
-
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.
-
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.
-
In 2015, the Hualien plant devoted NT$ 12,478,000 to the greening and beautification of the quarry.
-
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.
-
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
-
Reinforcing and ensuring the normal operation of environmental facilities.
-
Practicing in industry waste reduction; avoiding pollution.
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-
Improving the greening rate in factory and quarry areas.
-
Utilizing wastes as resources to take social responsibilities.
-
Endlessly enhancing the environmental measures and techniques; expecting to reach the goal of “zero pollution”.
5.4.5 Fulfill Social Responsibilities
-
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.
-
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.
-
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.
-
The Company will also sponsor local activities and facilities of the villages and towns nearby the Hsinchu and Hualien plant.
-
Employees are encouraged to serve as hospital volunteers.
-
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.
-
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.
-
Employee Relations
-
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.
-
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.
-
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.
-
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.
-
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”.
-
Policies of labor safety and health
-
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.
- 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.
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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 |
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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 Tai、You Wei Fan |
Unqualified Opinion |
| 2012 | Hsin Wei Tai、Li Wen Kuo |
Unqualified Opinion |
| 2013 | Hsin Wei Tai、Li Wen Kuo |
Unqualified Opinion |
| 2014 | Li Wen Kuo、You Wei Fan |
Modified Unqualified Opinion |
| 2015 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
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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.
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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.
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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.
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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
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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.
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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.
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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) |
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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)
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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.
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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)
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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)
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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.
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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.
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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) |
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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)
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(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.
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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)
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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.
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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. |
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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. |
- 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.
- 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.
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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 Balance:Not Applicable. |
|
2.LiquidityAnalysis:Please 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 Activities:Mainly from net income and dividends received from associates. |
|||||||
2. Investing Activities:Primarily for investment in |
capital expenditures. | ||||||
| 3. Financing activities: Mostly for | net decrease in | short-term and | long-term loans and payout of | ||||
| cash dividends. |
- Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.
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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.
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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: | |
|---|---|
Unit:NT$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:
-
Monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism.
-
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: | |
|---|---|
Unit:NT$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.
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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$35,000,000 IRS transactions which was due
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by the end of 2015. The realized gain on IRS transactions was US$ 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.
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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 |
-134-
| 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 |
-135-
| 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.
-137-
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 |
-140-
| 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.
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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.
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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) |
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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 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **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 |
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| 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 |
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| Shares 3,295,536 - - - 65,911 - - - - - - - - - 3,361,447 - - - - - - - - - 3,361,447 |
The accompanying notes are an integral part of the consolidated financial statements.
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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) |
|---|---|---|
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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)
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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
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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)
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| 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) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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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.
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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.
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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;
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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.
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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;
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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
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3) Level 3 inputs are unobservable inputs for the asset or liability.
Classification of Current and Non-current Assets and Liabilities
Current assets include:
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a. Assets held primarily for the purpose of trading;
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b. Assets expected to be realized within twelve months after the reporting period; and
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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:
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a. Liabilities held primarily for the purpose of trading;
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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22 -
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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.
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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.
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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 |
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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 |
|---|---|
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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
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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) |
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| 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% |
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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%
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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.
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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) |
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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) |
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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 |
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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
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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.
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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.
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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) |
|---|---|---|
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| 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) |
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| 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 |
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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.
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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 |
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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) |
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| 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 |
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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.
-
Subsidiary to parent.
-
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 -
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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.
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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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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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
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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:
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a. Assets held primarily for the purpose of trading;
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b. Assets expected to be realized within twelve months after the reporting period; and
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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.
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Current liabilities include:
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a. Liabilities held primarily for the purpose of trading;
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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:
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1) The Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods;
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2) The Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
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3) The amount of revenue can be measured reliably;
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4) It is probable that the economic benefits associated with the transaction will flow to the Corporation; and
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5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
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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.
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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.
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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.
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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.
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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 |
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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 |
|---|---|
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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 |
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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.
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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 |
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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 |
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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.
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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 |
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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.
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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.
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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 |
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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 |
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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 |
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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) |
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| 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 -