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ACC — Annual Report 2017
Jul 24, 2018
51736_rns_2018-07-24_0532dc6d-3a6d-4fbd-af2d-7ea7401e5433.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 2017 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 March 31, 2018
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 Yu 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 ........................................................................................................................................... 10 2.1 DATE OF INCORPORATION: ........................................................................................................................................ 10 2.2 COMPANY HISTORY ................................................................................................................................................. 10 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 ............................................................................... 19 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 20 3.2.4 Professional Qualifications and Independence Analysis of Directors ......................................................... 23 3.2.5 Management Team .................................................................................................................................... 24 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 26 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 Other mentionable items: .......................................................................................................................... 34 3.3.3 Attendance of Supervisors for Board Meeting ........................................................................................... 34 3.3.4 Attendance of Audit committee ................................................................................................................. 35 3.3.5 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” ............................................................................................ 38 3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee ............................. 49 3.3.7 Corporate Social Responsibility .................................................................................................................. 51 3.3.8 Implementation Status of Ethical Management ........................................................................................ 58 3.3.9 The Training for Directors ........................................................................................................................... 65 3.3.10 The Training for Managers ....................................................................................................................... 66 3.3.11 the Execution Status of Internal Control System ...................................................................................... 68 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 69 3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 70 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 71 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 71 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 72 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS .............................. 74 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 80 IV CAPITAL FORMATION ..................................................................................................................................... 81 4.1 CAPITAL AND SHARES ............................................................................................................................................... 81 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 81 4.1.2 Capital ........................................................................................................................................................ 81 4.1.3 Shelf Registration : None .......................................................................................................................... 81 4.1.4 Shareholder Structure ................................................................................................................................ 81 4.1.5 Shareholding Distribution Status ............................................................................................................... 82 4.1.6 List of Major Shareholders ......................................................................................................................... 82 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 83 4.1.8 Dividend Policy & Implementation Status .................................................................................................. 83 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ............................. 84 4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration ............................................. 85 4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 86
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4.2.1 Issued Corporate Bonds ............................................................................................................................. 86 4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 89 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 89 V OVERVIEW OF BUSINESS OPERATION ........................................................................................................ 90 5.1 BUSINESS INTRODUCTION ......................................................................................................................................... 90 5.1.1 Business Scope ........................................................................................................................................... 90 5.1.2 Industry Overview ...................................................................................................................................... 90 5.1.3 Technology and Research Development .................................................................................................... 91 5.1.4 Short-term Business Plan ........................................................................................................................... 92 5.1.5 Long-term Business Plan ............................................................................................................................ 92 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................... 92 5.2.1. Markets Analysis ....................................................................................................................................... 92 5.2.2 Application of Major Cement Products ...................................................................................................... 94 5.2.3 Supply Condition of Main Raw Materials ................................................................................................... 94 5.2.4 Major Suppliers Information for the Last Two Years ................................................................................. 95 5.2.5 Major Clients Information for the Last Two Years ...................................................................................... 95 5.2.6 Output of Main Products 2016-2017 ......................................................................................................... 96 5.2.7 Sales of Main Products 2016-2017 ............................................................................................................ 96 5.3 HUMAN RESOURCES ............................................................................................................................................... 97 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ......................................................................................................... 97 5.4.1 ISO-14001 Environmental Management Systems (EMS) ........................................................................... 97 5.4.2 Air Pollution Prevention ............................................................................................................................. 97 5.4.3 Greening and Beautification for Quarry Restoration ................................................................................. 98 5.4.4 Major Environmental Protection Work in the Future ................................................................................. 99 5.4.5 Fulfill Social Responsibilities ....................................................................................................................... 99 5.5 LABOR RELATIONS ................................................................................................................................................... 99 5.6 MAJOR CONTRACTS .............................................................................................................................................. 103 VI FINANCIAL INFORMATION .......................................................................................................................... 104 6.1FINANCIAL REPORTS & AUDIT RESULTS (2013~2017) ................................................................................................. 104 6.1.1 Consolidated Balance Sheets ................................................................................................................... 104 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 108 6.2.1 Consolidated Financial Statements .......................................................................................................... 108 6.2.2 Separate Financial Statements ................................................................................................................. 109 6.3 AUDIT COMMITTEE’S REVIEW REPORT ON THE 2017 FINANCIAL STATEMENTS .................................................................. 111 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 112 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 134 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 134 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 136 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 136 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 ......................................................................................................................... 137 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT ..................................................................................................... 137 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 137 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 139 7.6.3 The Prevention of Legal Risks ................................................................................................................... 139 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 140 VIII SPECIAL DISCLOSURE ............................................................................................................................... 141 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 141 8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 142 8.3 MAIN BUSINESS OF AFFILIATED COMPANIES ............................................................................................................... 145 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 146 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 161
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I Report to Shareholders
1. Review of the Year 2017
Review of the International Economic Situation in 2017
2017 was a turbulent year. Many countries experienced natural disasters, political riots and geopolitical tensions. On the other hand, advanced economies such as the United States, Europe, and Japan took the lead in economic recovery, rid themselves of growth stagnation, and drive the economic growth momentum substantially via global investment, trading, and industrial production. Enterprises and consumers also regained confidence from the recovery in global trade, the gradual stabilization of raw material prices, and the booming financial market. Meanwhile, emerging and developing economies also maintain the strong economic growth momentum. Overall, the growth in the global economy was better than expected. According to the analysis of the IMF, in 2017, which is the tenth year after the outbreak of the financial crisis, macroeconomic indicators such as economic growth, unemployment, and inflation showed that the global economy was in growth simultaneously. And more than 75% of the countries were experiencing accelerated economic growth. The major international economic forecasting agencies estimated that the annual economic growth rate was about 3.7%, which had reached the highest level since 2011.
Review of the Domestic Economic Situation in 2017
In 2017, Taiwan experienced the restructuring of the cabinet of the Executive Yuan 2 times and amendment of the Labor Standards Act for the 2nd time. In addition, as the government put forward the annuity reform and the prospective infrastructure projects, many discussions, conflicts and waves of events arose in the society. Meanwhile, as the power outage in Taiwan on August 15th was even the worst blackout during the past 18 years, it even caused the public to demand the government face the issue of energy transition.
Although the government on the road to reform appears to be advance on the bumpy road, as the international economic situation gradually recovers, the international raw material prices gradually rise, and the number of electronic product shipments increases to drive exports and boost the performance of domestic economic growth. The domestic stock market maintains above 10,000 points for the longest in history. So far from the past year, we have been pleased to see that the government has actively promoted the prospective infrastructure projects, 5+2 industry innovations, new south-forward policies, and determination and actions taken by the government to solve the problem of 5 shortages faced by companies in Taiwan. According to the statistics of the Directorate General of Budget, Accounting and Statistics under the Executive Yuan, the annual economic growth rate was 2.86%, which was better than 1.41% in 2016.
According to the 2017 Annual Report on IMD World Competitiveness from the Institute for Management Development in Lausanne of Switzerland, Taiwan ranked 14 out of the 63 countries assessed, and the ranking was the same as that in the previous year. Taiwan ranked 3rd in the Asia Pacific region, and the ranking was better than that of the mainland China, Japan and South Korea, although it still fell behind rankings of Hong Kong and Singapore. Among the four assessment items, government efficiency of Taiwan was the best as it ranked 10th in the world. And the economic performance and corporate effectiveness in Taiwan have also progressed. However, according to the “World Talent Report” which is also from the Institute for Management Development in Lausanne of Switzerland, Taiwan ranked 23rd, indicating that although Taiwan’s overall performance in 2017 was good, in the long run, the talent exodus and the lack of advantages in attracting foreign capital will surely make the problem of talent
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imbalance increasingly serious.
The Company's business performance in 2017
- A. In 2017, the overall cement consumption in China amounted to about 2.316 billion MT, decreasing 0.20% compared with 2016. In the same period, the clinker production volume of the Company in China is 24.17 million MT, decreasing 0.50% compared with 2016. The total sales of cement, clinker and slag powder are 30.20 million MT, decreasing 2.17% compared with 2016.
In 2017, the net income of Asia Cement (China) Holdings Corp. is NT$ 2,711,936 thousand. The Company and its subsidiaries recognized a total investment profit of NT $1,952,594 thousand.
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B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2017 total cement production volume in Taiwan was 10,876,396 MT, decreasing 10.31% compared with 2016. Among them, the domestic cement sales was 8,300,274 MT, and exported cement was 2,553,641 MT. Compared with those in 2016, domestic sales decreased by 5.80%, exports decreased by 20.99%. In 2017, the domestic real estate economy was stable, showing a slight increase in volume and decrease in price compared with 2016. The cement consumption decreased slightly to 10,173,998 MT, decreased by 0.70%. The 2017 per capita average cement consumption is about 432 kg, decreased 0.69% from 435kg in 2016. As a result, the cement market in Taiwan is still showing oversupply.
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C. The 2017 consolidated operating revenue of the Company is NT $64,899,248 thousand, increased 6.49% from 2016. The consolidated profit from operations was NT $7,436,716 thousand, increased 19.31% from 2016. From the Company’s affiliates, Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT $2,522,090 thousand investment income from equity method. The consolidated net profit after tax reached NT $6,665,541 thousand. The net profit rate after tax was 10.27%. Consolidated net profit attributable to the Company is 5,469,007 thousand. The 4[th] meeting of the 26[th] Board of Directors proposed to distribute cash dividend NT $1.2 per share.
2. Operating Performance of 2017
A. Production:
| Unit: 1000 MT | Unit: 1000 MT | |||||
|---|---|---|---|---|---|---|
| Item Region |
Cement | Difference Compared to 2016 |
% | Clinker | Difference Compared to 2016 |
% |
| ACC (Taiwan) |
3,560 | (482) | (11.92) | 3,335 | (497) | (12.97) |
* key performance indicator:
Actual aggregate cement output amounted to 3,560 thousand MT. Compared to estimated output 3,945 thousand MT, the achievement rate is 90.24%.
Actual aggregate clinker output amounted to 3,335 thousand MT. Compared to estimated output 3,800 thousand MT, the achievement rate is 87.76%.
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Unit: 1000 MT
| Cement | Difference Compared to 2016 |
% | Clinker | Difference Compared to 2016 |
% |
|---|---|---|---|---|---|
| 28,421 | (1,080) | (3.66) | 24,166 | (121) | (0.50) |
* key performance indicator:
Actual aggregate cement output amounted to 28,421 thousand MT. Compared to estimated output 31,074 thousand MT, the achievement rate is 91.46%.
Actual aggregate clinker output amounted to 24,166 thousand MT. Compared to estimated output 24,433 thousand MT, the achievement rate is 98.91%.
B. Sales
i. Taiwan area:
Unit: 1000 MT; NT$1,000
| Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | |||||
|---|---|---|---|---|---|---|---|---|
| Volume & Value Product |
2017 | Difference Compared to 2016 |
||||||
| Domestic Sales | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 2,491 | 5,548,571 | 1,108 | 1,702,846 | (554) | (13.34) | (1,407,462) | (16.25) |
* Key Performance Indicator:
Actual aggregate sales of cement and clinker produced by ACC amounted to 3,599 thousand MT. Compared to the estimated sales 3,943 thousand MT, the achievement rate is 91.28%.
ii. China area:
Unit: 1000 MT; NT$1,000
| Volume & Value Product |
2017 | 2017 | 2017 | 2017 | Difference Compared to 2016 |
Difference Compared to 2016 |
Difference Compared to 2016 |
Difference Compared to 2016 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 30,028 | 33,264,756 | 151 | 162,895 | (701) | (2.27) | 6,002,321 | 21.89 |
* Key Performance Indicator:
Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 30,179 thousand MT. Compared to the estimated sales 31,655 thousand MT, the achievement rate is 95.34%.
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.
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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 16 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, three 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 six kilns with annual output of clinker 11 million MT of clinker, 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 output of clinker 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.
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 output of clinker 3.3 million MT which can produce 4 million MT cement. In addition, the waste heat recycling generators of the #1 and
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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.
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.
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. International and Domestic Economic Situations in 2018
A. Prospects of the International Economic Situation in 2018
Looking ahead to the year of 2018, the global economic climate will clearly continue the economic recovery momentum from the past. Global trade will be in steady growth, and the
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global economy will also expand at the same time. The IMF predicts that the global economic growth rate in 2018 will be 3.9%, which is stronger than that in 2017. But the global economy still faces potential risks from changes in the economic and trade policies of the United States. the return of major countries to the normalized monetary policy, the anti-system trend in Europe, geopolitical conflicts and terrorist attacks, etc. Among the potential risks, the United States’ trade protection policy may cause global trade conflicts and geopolitical variables concerning Northeast Asia, Europe, and the Middle East may trigger fluctuations in the prices of raw materials and financial markets, which in turn will have a negative impact on the global economy.
B. Prospects of the Domestic Economic Situation in 2018
Looking ahead to 2018, in the part of exports, Taiwan will benefit from the global economic recovery, and continue and maintain the export momentum as expected. In terms of the domestic demand, according to the report of the National Development Council, semiconductor companies have expanded their investment in advanced processes, and the government has actively attempted to remove investment barriers, promote the prospective infrastructure projects, and implement the industrial innovation and development plans. Thus, the overall investment strength will be significantly expanded and improved. In addition, corporate profits will improve as the economy improves, which may stimulate private consumption as expected. According to the estimates of the Directorate General of Budget, Accounting and Statistics under the Executive Yuan, the domestic economy will grow by 2.42% in 2018.
6. Business Outlook of the Cement Industry on both sides of the Taiwan Straits
A. Cement industry in China
In 2018, China's economy will shift from high-speed growth to high-quality development, and its economic growth rate will remain steady in the range between 6.5% and 6.7%. The demand for cement is expected to decline slightly by 1% to 2% compared with the demand of 2.316 billion MT in 2017, and fluctuate around 2.29 billion MT.
In addition to facing the expected downward trend in coal prices and upward trend in oil prices in 2018, the cement industry in mainland China may also face the business outlook described as follows:
- i. The environmental protection standards will be increasingly stringent:
As environmental protection standards continue to improve, the law enforcement efforts are increasingly strengthened, and the “Environmental Protection Tax Law” is fully implemented, corporate environmental protection expenditures will increase, thereby further increasing the production costs of enterprises. The production lines based on the small-scale new-type dry method cement clinker mills and grinding stations will be gradually phased out, which will benefit large-scale cement enterprise groups.
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ii. Effectively controlling the supply of cement:
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a. The approval of new production capacity will be placed under strict control: In 2018, the "Implementation Measures for Capacity Replacement in the Cement Industry" is
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implemented to strictly control new production capacity and completely shut down the gates of new production lines. It is expected that the new production capacity of the clinker over the year will be further reduced to about 10 million tons. The new production capacity is coming to an end.
- b. Accelerate the elimination of backward production capacity: Orderly eliminate surplus production capacity, take measures such as merger and reorganization, debt restructuring or bankruptcy and liquidation, and actively dispose of “zombie enterprises.” The China Cement Association will comply with the requirements of the State Council to renounce the 32.5 Composite Silicate Cement Standard and strive to complete it by the end of June in 2018. The top 50 companies in the industry must stop production of the 32.5 cement in the third quarter of 2018.
c. Production restriction and kiln slow-down will become the new norm: In the north, the full-scale staggered production in winter will be implemented, and production restriction, kiln slow-down and staggered production will become the new norm in the industry. One of the key tasks of the China Cement Association in 2018 is to continue to expand the scale of staggered production, strengthen effective supervision and management, promote the coordinated management of regional markets, and ensure the stability of cement prices and economic returns. For example, the cement industry of Sichuan Province in 2018 demands that the time for seasonal staggered production across the cement production lines shall not be less than 100 days around the year, while Hubei Province require that it shall not be less than 90 days.
iii. Overseas deployment will be accelerated and overcapacity will be mitigated:
Due to the overcapacity of the entire cement industry, the government in mainland China has shifted surplus production capacity overseas through policy support. Major cement companies have accelerated the expansion of overseas markets and effectively relieved pressure from new capacity in mainland China.
iv. Policy support has ushered in the golden era of hazardous waste treatment:
The 13th 5-Year Hazardous Waste Management Project will be included in local municipal infrastructure planning, and will further strengthen the responsibility and motivation to manage local hazardous waste. With the improvement of the hazardous waste management and control system and the further standardization of the payment mechanism, for the cement industry in China, treatment of hazardous waste as a service, just like treatment of domestic waste, is not only about fulfillment of the corporate social responsibility, but also a source of considerable operating income.
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v. Infrastructure investment will boost the demand for cement:
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a. Infrastructure investment is still an important support for cement demand. It is expected that investment in infrastructure will maintain a growth rate of about 15% in 2018, and the central and western regions will maintain rapid growth. The renovation of the shanty towns will continue. From 2018 to 2020, China will reconstruct 15 million sets of shanty towns in various types. It is expected that the real estate investment will maintain a source of steady pull (demand) for cement. It is expected that by the end of 2018, the investment in the railway will amount to 732 billion RMBs (same below), investment in the highway and water transport will amount to 1.8 trillion RMBs, and investment in water conservancy projects will amount to 1 trillion RMBs.
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b. To further push the “One Belt, One Road” initiative, the Beijing-Tianjin-Hebei integration, the Yangtze River Economic Belt, major free trade areas, and sponge cities into enter the substantive advancement, these constructive investments will significantly increase the demand for cement and other building materials.
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vi. There will be more opportunities for mergers and consolidations to increase the market concentration:
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a. The government in mainland China has promulgated policies that clearly support the merger and reorganization of large-scale enterprises. At the same time, with the stricter environmental protection regulations, the government’s increasing efforts in law enforcement and overcapacity, it has been difficult for the small and medium-sized cement companies to survive. As there are more opportunities for large-scale cement plants to acquire small and medium-sized cement companies, the concentration of the cement industry is expected to rise and improve effectively.
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b. Investment in other companies in the form of shareholdings will become the mainstream way for mergers and acquisitions in the future.
vii. Industry associations will continue to strengthen inter-regional market coordination:
In 2018, the cement industry may come up with four major consensus: Under the background of mergers and reorganizations, the space for enterprises that operate grinding stations to survive will be reduced. Enterprises are expected to strengthen cooperation on the basis of competition, and clinker sales company will be established to continue the implementation of the "staggered production" policy. The awareness of win-win cooperation among large enterprises has increased, and the phenomenon of vicious and low-cost dumping will further decrease as expected. It is expected that the overall price of the cement
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market in 2018 will show a trend of steady increase, and the industrial profitability will continue to improve as expected.
B. Cement industry in Taiwan
In 2018, the budget for the public construction project included in the total budget of the Central Government plus the special budget for the river basin comprehensive treatment plan, the special budget for the prospective infrastructure project, and the project-type public works funds based on the operating and non-operating special revenue will amount to NT$ 374.9 billion. Compared with 2017, the same budget has increased by NT$ 43.3 billion (approximately 13.1%).
According to the overall economic forecast of the Taiwan Institute of Economic Research (TIER), non-governmental investment will continue to expand in 2018, and as the government promotes the prospective infrastructure project, the public spending on construction and investment in the public sector will increase, which is expected to make the overall economic momentum increase by 1.75% compared with that in 2017.
In terms of real estate, in 2017, 260,000 buildings were sold in the housing market, which increased by 8% compared with the 240,000 buildings sold in 2016. However, as price perception between buyers and sellers, and the housing market has not shown significant signs of going upward, further observation is still required on a continuous basis. It is expected that the cement market demand in 2018 will increase slightly compared to last year.
7. Business Outlook of the Company in 2018
Now the cement industry on both sides of the Taiwan Straits is in an environment of oversupply and fierce competition, the Company will continue its coherent production and marketing strategies and consistently adhere to the policy of “high quality, high efficiency, high environmental protection and low cost” as a response.
The Company has set the following goals for 2018. The estimated production volume in Taiwan is 3,455 thousand MT clinker and 3,640 thousand MT cement. The estimated sales volume in Taiwan is 3,690 thousand MT clinker and cement. The estimated production volume in China is 22,945 thousand MT clinker and 28,611 thousand MT cement. The estimated sales volume in China is 29,239 thousand MT clinker and cement.
8. The Company's Operating Status in the First Quarter of 2018
In the first quarter of 2018, due to continued implementation of staggered production in the cement market of mainland China to curbing supply and stabilize the selling prices, the Asia Cement (China) Holdings Corporation’s profitability has significantly improved compared to the same period last year. In the first quarter of 2018, the consolidated operating income of the Company is NT $ 16,573,882 thousand, increasing 32% from NT $ 12,512,699 thousand in the same period of 2017. The consolidated net profit is NT $ 2,415,347 thousand, increased 1557 % from NT $ 145,793 thousand in the same period of 2017. Net profit attributable to owners of the Company is NT$ 1,897,056 thousand.
9
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
10
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 |
| 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 clinker per day) of Jiangxi Yadong 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. |
11
| 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. |
| Apr. 2016 | Jiangxi Yadong Cement Co. was awarded the "Energy Management System Certification". |
| Jun. 2016 | Huanggang Yadong Cement Co. was awarded the honorary certification of "Hubei Famous Brand". |
| Sep. 2016 | Sichuan Lanfeng Cement Co. was awarded 2016 "Chengdu manufacturing top hundred" and "Chengduprivate enterprises tophundred". |
| Nov. 2016 | The Hualien Plant was awarded “2016 Excellent Company for Voluntary Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA. |
| Dec. 2016 | Jiangxi Yadong was awarded the "3rdMayor Quality Award" certification, in recognition of the company's outstanding contribution to the quality of the city's construction. |
| Dec. 2016 | The Hualien plant obtained ISO 50001: 2011 energy management system certification in which Hsinchenshan Mine is also the first quarry in Taiwan obtained this certification. |
| Mar. 2017 | The Hsinchenshan mining right of the Hualien plant of the Company is allowed to extent for 20years to November 22,2037. |
| Mar. 2017 | Ccement.com announced the 2016 top 10 ranking of cement and clinker production capacity in China. ACC (China) ranked the 10th and won a top ten trophy. |
| Apr. 2017 | The Company was ranked top 6%~20% in “the 3rd Corporate Governance Evaluation” bythe TWSE. |
| Jun. 2017 | The Hualien plant obtained ISO 14001:2015, the latest version of the environmental management system certification. |
| Jun. 2017 | The Hualien plant obtained ISO 9001:2015, the latest version of the quality management system certification |
12
| Oct. 2017 | Huanggang Yadong was awarded the “National Excellent Quality Unit for Cement Quality Inspection in 2017” by the National Cement Quality Supervision and Inspection Center. |
|---|---|
| Nov. 2017 | The Hualien Plant was awarded “2017 Excellent Company for Voluntary Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA. |
| Apr. 2018 | Jiangxi Yadong was awarded “Advanced Unit for Safe Production Goal Management in 2017 in Jiujiang”. |
During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company: 1. Mergers and acquisitions. 2. To restructure affiliate companies. 3. Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding. 4. Changes in the Company’s management. 5. Significant changes in business modes or business scope.
13
==> picture [792 x 502] intentionally omitted <==
----- Start of picture text -----
III Corporate Governance Report
3.1 Organization
3.1.1 Organization Chart
Shareholders’
_____ Administration System
Meeting
…………….. Technology System
Audit Committee
Board Of Directors
Remuneration
Committee
Chairman
President Office
Vice Chairman HR Dept.
CSR Committee
President
Credit Committee
General Plant
Chief Engineer Vice President Chief Auditor
Manager
Human Resource
Committee
IT Steering
Committee
Hualien Hsinchu Export Domestic Finance Secretarial Auditing
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 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. | |
| HR Dept. | Plan and implement HR policies to reduce relevant risks. HR Department is |
| also responsible forpromotingethical management of the Company. | |
| 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. | |
| 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 | Elected | Current Shareholding | Current Shareholding | Spouse & Minor | Experience | Other Position | Executives, | Directors or Supervisors | Directors or Supervisors | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | (Years) | Elected | Shareholding | (Education) | who are spouses or within | two degrees | |||||||||
| of kinship | |||||||||||||||
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Chairman | 2017.06.27 | 3 | 1975.04.28 | 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 | ||||||||||
| 23,278,334 | 0.69% | 23,278,334 | 0.69% | 6,352,467 | 0.19% | University | Telecommunications | marriage | |||||||
| Honorary | Co., Ltd | ||||||||||||||
| Doctor, Chiao | Chairman, Far Eastern | ||||||||||||||
| Tung University | Department Stores Ltd. |
||||||||||||||
| Director | 2017.06.27 | 3 | 1981.04.24 | Mechanical | Senior Advisor, Asia | - | - | - | |||||||
| Tsai Hsiung | Technology | Cement (China) | |||||||||||||
| Chang | 459,350 | 0.01% | 459,350 | 0.01% | 110,877 | 0.00% | Section, National | Holdings Corp. | |||||||
| *750,511,324 | *22.33% | *750,511,324 | *22.33% | Central Industrial | Director, U-Ming | ||||||||||
| College | Marine Transport Corp. | ||||||||||||||
| (Chongqing) | Director, Yuan Ze Uni. | ||||||||||||||
| Director Johnny Shih |
2017.06.27 | 3 | 1984.04.25 | 453,745 | 0.01% | 453,745 | 0.01% | 7,225,993 | 0.21% | Master of Computer, Columbia |
Vice Chairman, Far Eastern New Century Corp. |
Chairman Director |
Douglas Tong Hsu Connie Hsu |
relatives by marriage relatives by |
|
| *750,511,324 | *22.33% | *750,511,324 | *22.33% | University | Vice Chairman, Oriental | marriage | |||||||||
| Union Chemical Corp. | Director | Peter Hsu | relatives by | ||||||||||||
| marriage | |||||||||||||||
| Director | 2017.06.27 | 3 | 1987.04.16 | S.J.D., Harvard | Chairman and | - | - | - | |||||||
| C.V. Chen | University | Managing Partner, Lee | |||||||||||||
| 338,429 | 0.01% | 338,429 | 0.01% | 0 | 0% | and Li | |||||||||
| *750,511,324 | *22.33% | *750,511,324 | *22.33% | Attorneys-At-Law | |||||||||||
| Chairman, Taipei | |||||||||||||||
| European School | |||||||||||||||
| Director Chin-Der Ou |
2017.06.27 | 3 | 2005.06.09 | 0 *3,849,468 |
0% *0.11% |
0 *3,849,468 |
0% *0.11% |
0 | 0% | Ph.D., Case Western Reserve University |
Director, Taiwan Construction Research Institute |
- | - | - | |
| Director | 2017.06.27 | 3 | 2005.06.09 | Yi-Lan | President, Asia Cement | - | - | - | |||||||
| Kun Yen Lee | Elementary | Corp. | |||||||||||||
| 2,361,557 | 0.07% | 2,361,557 | 0.07% | 0 | 0% | School | Director, U-Ming | ||||||||
| *1,895,136 | *0.06% | *1,895,136 | *0.06% | Marine Transport Corp. | |||||||||||
| Director | 2017.06.27 | 3 | 2002.06.07 | Master of | Vice Chairman, Far | Chairman | Douglas | Sibling | |||||||
| Peter Hsu | 13,454,981 *4,819,800 |
0.40% *0.14% |
13,454,981 *6,218,800 |
0.40% *0.19% |
0 | 0% | Operations Research, Stanford |
Eastern New Century Corp. Director, Far Eastone |
Director Director |
Tong Hsu Connie Hsu Johnny Shih |
Sibling relatives by |
||||
| University | Telecommunications | marriage |
| -17- | Master of Information Science, UCLA Co., Ltd |
|---|---|
| Director Chen Kun Chang 2017.06.27 3 2011.06.22 29,745 4,819,800 0.00% 0.14% 29,745 6,218,800 0.00% 0.19% 5,358 0.00% Mechanical Section, National Taipei Institute of Technology Vice CEO, Asia Cement (China) Holdings Corp. President, Jiangxi Yadong Cement Corp. - - - |
|
| Director Connie Hsu 2017.06.27 3 1990.04.12 14,264,734 4,837,436 0.42% 0.14% 5,264,734 4,837,436 0.16% 0.14% 0 0% Bachelor of Biology, California State University Director, Oriental Institute of Technology Director, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation Chairman Director Director Douglas Tong Hsu Peter Hsu Johnny Shih Sibling Sibling relatives by marriage |
|
| Director Ruey Long Chen 2017.06.27 3 2011.06.22 0 1,560,068 0% 0.05% 0 1,560,068 0% 0.05% 0 0% Bachelor of Economics, National Chung Hsing University Chairman, Sinocon Industrial Standards Foundation Chairman, Powerchip Technology Corp. Secretary General, Cross-Strait EntrepreneurSummit - - - |
|
| Director Champion Lee 2017.06.27 3 2002.06.07 0 181,566,797 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. - - - |
|
| Director Kwan-Tao Li 2017.06.27 3 2002.06.07 642,963 1,505,585 0.02% 0.04% 642,963 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: - - - |
|
| Independent Director Ta-Chou Huang 2017.06.27 3 2014.06.16 0 0% 0 0% 0 0% PhD. in Agriculture, Cornell University Former Taipei CityMayor Honorary Professor, National Taiwan University Chairman, The Association of Parks And OpenSpace - - - |
|
| Independent Director Chi Schive 2017.06.27 3 2014.06.16 0 0% 0 0% 0 0% PhD. in Economics, Case Western Reserve University Former Chairman, Taiwan Stock Exchange Chair Professor, Shih Hsin University Chair Professor, Soochou University - - - |
| Independent Director Gordon S. Chen 2017.06.27 3 2014.06.16 0 0% 0 0% 0 0% PhD. in Business Administration, National Taiwan University Former Chairman, Financial Supervisory Commission Chairman , Central Investment Corp. - - - |
|
|---|---|
| Note 1: Information on Directors that are Representatives of Institutional Investors: | Note 1: Information on Directors that are Representatives of Institutional Investors: | |
|---|---|---|
| Representatives of Far Eastern New CenturyCorp.: | Director Tsai HsiungChang,JohnnyShih,C.V. Chen | |
| Representative of Bai-YangInvestment Holdings Corp.: | Director Chin-Der Ou | |
| Representative of Yue DingIndustryCo.,Ltd.: | Director Kun Yen Lee | |
| Representatives of Far Eastern Y.Z. Hsu Science and | Director Peter Hsu, Chen Kun Chang | |
| TechnologyMemorial Foundation: | ||
| Representative of HueyKangInvestment Corp.: | Director Connie Hsu | |
| Representative of Ta Chu Chemical Fiber Co.,Ltd: | Director RueyLongChen | |
| Representative of Far Eastern Medical Foundation: | Director Champion Lee | |
| Representative of U-MingCorp.: | Director Kwan-Tao Li |
Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors 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 holding shares in the name of other person.
Note 5: All Directors are Taiwanese Citizens. Director Connie Hsu is female while other Directors are male.
The First and Most Recent Date for Institutional Investors Elected as Directors
| Name of the Institutional Investors | First Date Elected | Most Recent Date Elected |
|---|---|---|
| Far Eastern New Century Corp | 1987.04.16 | 2017.06.27 |
| Bai-Yang Investment Holdings Corp. | 2001.05.16 | 2017.06.27 |
| Yue Ding Industry Co., Ltd. | 2005.06.09 | 2017.06.27 |
| Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | 2005.06.09 | 2017.06.27 |
| Huey Kang Investment Corp. | 2008.06.17 | 2017.06.27 |
| Ta Chu Chemical Fiber Co., Ltd. | 2011.06.22 | 2017.06.27 |
| Far Eastern Medical Foundation | 1987.04.16 | 2017.06.27 |
| U-Ming Corp. | 1993.05.07 | 2017.06.27 |
Note: The first date elected as directors is 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 | 3.42 | |
| Yuan-Ze University | 2.74 | |
| Fubon Life Insurance Co.,Ltd. | 2.50 | |
| CathayLife InsuranceCo.,Ltd. | 2.43 | |
| Douglas TongHsu | 1.71 | |
| NanShan Life InsuranceCo. ,Ltd. | 1.67 | |
| China Life Insurance Co.,Ltd. | 1.55 | |
| Ta Chu Chemical Fiber Co.,Ltd. | Yuan DingInvestment Company | 41.86 |
| Yue DingIndustryCo.,Ltd. | 38.76 | |
| Yue-Lee InvestmentCompany | 19.38 | |
| Yue Ding Industry Co.,Ltd. | Fu Da TransportationCo.,Ltd. | 26.95 |
| Yue-TungInvestmentCorp. | 25.36 | |
| An HoGarmentCo.,Ltd. | 15.66 | |
| DingYuan International Investment Corp. | 13.20 | |
| Ton Fu Investment Corp. | 4.61 | |
| TaChuChemical FiberCo.,Ltd. | 3.89 | |
| Ya Li Precast Prestressed Concrete Industries Corp. |
3.89 | |
| Yuan Ding Co.,Ltd. | 2.59 | |
| Bai DingInvestmentCo.,Ltd. | 2.31 | |
| Yu Ming 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 DepartmentStoresCo.,Ltd. | 100.0 |
| U-MingCorp. | Far Eastern Department Stores Co.,Ltd. | 100.0 |
-19-
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 |
| Fubon Life Insurance Co., Ltd. | 6.31 | |
| Far Eastern Medical Foundation | 5.40 | |
| China Life Insurance Co., Ltd. | 1.52 | |
| Labor Pension Fund Committee of Far Eastern New Century Corporation |
1.51 |
|
| Shin Kong Life Insurance Co., Ltd. | 1.50 | |
| Far Eastern Department Stores Co., Ltd. | 1.49 | |
| Yuan-Ze University | 1.41 | |
| Far Eastern MemoryFoundation | 1.31 | |
| Yu Yuan Investment Co., Ltd | 1.29 | |
| CathayLife InsuranceCo. ,Ltd. | CathayFinancial HoldingCo.,Ltd. | 100.0 |
| Fubon Life Insurance Co.,Ltd. | Fubon Financial HoldingCo., Ltd. | 100.0 |
| Nan Shan Life Insurance Co. , Ltd. |
First Commercial Bank Trustee Account For Representative of Ruen Chen Investment Holding Co., Ltd. |
75.14 |
| Ruen Chen Investment HoldingCo., Ltd. | 15.48 | |
| 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 | |
| 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. | China Development Financial HoldingCorp. | 25.33 |
| KGI Securities Co., Ltd | 9.63 | |
| Videoland Inc. | 2.35 | |
| Funds of Saudi Arabia Central Bank at the discretionary account of Morgan Stanley Asset Management, in custody of JP Morgan Chase Bank |
1.67 | |
| Labor Pension Fund | 1.63 | |
| Citi as Trustee For The Government Of Singapore Investment Corp. |
1.53 | |
| CathayLife Insurance Co. , Ltd. | 1.31 | |
| LinglangZhan | 1.27 | |
| Citibank Taiwan in its Capacity as Master Custodian for Investment account of the Central Bank of Norway |
1.19 |
-20-
| Name of Juridical Persons | Major Shareholder of the Juridical Persons | % |
|---|---|---|
| JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Emerging Markets Stock Index Fund Investor Shares |
1.13 | |
| 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. | Fu Da TransportationCo.,Ltd. | 26.95 |
| Yue-TungInvestment Corp. | 25.36 | |
| An Ho Garment Co.,Ltd. | 15.66 | |
| DingYuan International InvestmentCorp. | 13.20 | |
| Ton Fu InvestmentCorp. | 4.61 | |
| TaChuChemical FiberCo.,Ltd. | 3.89 | |
| Ya Li Precast Prestressed Concrete Industries Corp. |
3.89 | |
| Yuan Ding Co.,Ltd. | 2.59 | |
| Bai DingInvestmentCo.,Ltd. | 2.31 | |
| Yu MingCo.,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 Investment Corp. | 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 | |
| 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 MingTradingCorp. | Bai DingInvestment Co.,Ltd | 47.00 |
-21-
| Name of Juridical Persons | Major Shareholder of the Juridical Persons | % |
|---|---|---|
| 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 TongInvestment Co.,Ltd | 2.80 | |
| Yu Yuan InvestmentCo.,Ltd | 2.06 | |
| Special Account for Investment of the Central Bank of Norway in custody of Citibank(Taiwan) |
1.98 | |
| The committee of Employee Pension Fund of Far Eastern DepartmentStoresCo.,Ltd. |
1.97 | |
| Far Eastern MemoryFoundation | 1.71 | |
| Yuan DingInvestment Company | 1.61 | |
| Tranquil Enterprise Ltd. | 1.50 |
-22-
3.2.4 Professional Qualifications and Independence Analysis of Directors
| Criteria Name |
Meet one of the following professional qualification requirements, togetherwithatleastfive-years workexperience |
Meet one of the following professional qualification requirements, togetherwithatleastfive-years workexperience |
Meet one of the following professional qualification requirements, togetherwithatleastfive-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 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 | ||
| 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 | |||
| 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 |
ˇ |
4 | ||
| Champion Lee | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | |||||||
| Chin-Der Ou | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | |
| Kwan-Tao Li | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | ||||
| Ta-Chou Huang | 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 |
2 |
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 of the Company, its parent company, or any subsidiary.
-
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 27, 2017.
3.2.5 Management Team
| As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
As of Apr. 30,2018 Shareholding Spouse & Minor Shareholding Experience(Education) Other Title Shares % Shares % 2,361,557 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD Director, U-Ming Marine Transport Corp. 811 0.0000 0 0 Bachelor degree in Chemical, Tunghai University Director, China Hi-Ment Corporation 0 0 0 0 Bachelor degree in Accounting, California State University Supervisor, Oriental Union Chemical Corp. 39,801 0.0012 68,596 0.0020 Bachelor degree in International Trade, Tamkang University Director, Nan Hwa Cement Corp. 4,962 0.0001 0 0Bachelor degree in Law, Soochow University Supervisor, Pan Asia Corporation 33,999 0.0010 53,588 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University Supervisor, U-Ming Marine Transport Corp 0 0 0 0 Bachelor degree in Chemical Engineering, TamkangUniversity Director, Nan Hwa Cement Corp. |
||||
|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Gender | Effective Date |
Shareholding | Spouse & Minor Shareholding |
Experience(Education) | Other Title | ||
| Shares | % | Shares | % | ||||||
| President | Kun Yen Lee | Male | 2000.08.01 | 2,361,557 | 0.0703 | 0 | 0 | Chairman of Ya Tung Ready-Mixed Concrete Co., LTD |
Director, U-Ming Marine Transport Corp. |
| Chief Executive Vice President |
Y.F. Chang | Male | 2000.08.01 | 811 | 0.0000 | 0 | 0 | Bachelor degree in Chemical, Tunghai University |
Director, China Hi-Ment Corporation |
| Executive Vice President |
Doris Wu | Female | 2007.07.25 | 0 | 0 | 0 | 0 | Bachelor degree in Accounting, California State University |
Supervisor, Oriental Union Chemical Corp. |
| Vice President | C.M. Chen | Male | 2007.07.01 | 39,801 | 0.0012 | 68,596 | 0.0020 | Bachelor degree in International Trade, Tamkang University |
Director, Nan Hwa Cement Corp. |
| Vice President | W.K. Chou | Male | 2007.07.01 | 4,962 | 0.0001 | 0 | 0 | Bachelor degree in Law, Soochow University |
Supervisor, Pan Asia Corporation |
| General Plant Manager |
Z.P. Chang | Male | 2009.07.01 | 33,999 | 0.0010 | 53,588 | 0.0016 | Bachelor degree in Electrical Engineering, National Taiwan University |
Supervisor, U-Ming Marine Transport Corp |
| Manager of the Hsinchu Plant |
Z.H. Qiu | Male | 2013,11,16 | 0 | 0 | 0 | 0 | Bachelor degree in Chemical Engineering, TamkangUniversity |
Director, Nan Hwa Cement Corp. |
| Title | Name | Gender | Effective Date |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Experience(Education) | Other Title |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | ||||||
| Assistant Vice President |
C.P. Sue | Male | 2008.11.01 | 63 | 0.0000 | 0 | 0 | Bachelor degree in Marine Engineering, National Taiwan Ocean University |
Director, Asia Cement (Singapore) Pte. Ltd. |
| Senior Assistant Vice President |
T.L. Yu | Male | 2009.09.01 | 122,202 | 0.0036 | 98 | 0.0000 | Bachelor degree in Business Administration, University of the Philippines |
Director, Yu Yuan Investment Co., Ltd |
| Deputy Chief Auditor |
W.H. Yeh | Male | 2013.10.16 | 0 | 0 | 0 | 0 | Bachelor degree in Accounting, Soochow University |
Supervisor, Nan Hwa Cement Corp. |
| Special Assistant of President Office |
T.M. Chen |
Male | 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 |
Male | 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 | Female | 2013.10.16 | 832 | 0.0000 | 467 | 0 | Bachelor degree in Accounting, Soochow University |
Supervisor, Asia Investment Co., Ltd |
*There is no manager holding shares in the name of any other person.
* Managers are spouse or within second- degree of consanguinity to each other: None.
* All managers are Taiwanese citizens.
3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents
1. Remuneration of Directors
| Title | Name | Remuneration of Directo | Remuneration of Directo | Remuneration of Directo | Remuneration of Directo | 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 | 7,558 | 8,154 | 0 | 0 | 14,000 | 14,020 | 120 | 1,632 | 2.296% | 2.488% |
0 | 0 | 0 | 0 | 0 | 0 | 2.473% | 2.704% | 111,155 |
| Director | Far Eastern New Century Corp. |
0 | 0 | 0 | 0 | 15,800 | 15,800 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
| Director Director Director |
Far Eastern New Century Corp. Representatives: Tsai Hsiung Chang Johnny Shih C.V. Chen |
2,868 | 5,203 | 0 | 0 | 83,998 | 102,222 | 1,244 | 4,832 | 7,209 | 9,269 | 216 | 216 | 2,208 | 2,353 | 72,446 | ||||
| Director | X.Z.Ying-Chai Memorial Foundation Representative: Sui-Cheong Ying (retired) |
|||||||||||||||||||
| 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 |
|||||||||||||||||||
| Director | Huey Kang Investment Corp. Representative: Connie Hsu |
|||||||||||||||||||
| Director | Far Eastern Medical Foundation (New) Representative: Champion Lee (New) |
==> picture [46 x 462] intentionally omitted <==
----- Start of picture text -----
- 27 - -27-
----- End of picture text -----
| Bai-Yang | |
|---|---|
| Investment | |
| Holdings Corp | |
| Director | (New) |
| Representative: | |
| Chin-Der Ou | |
| (New) | |
| U-Ming Corp. | |
| (New) | |
| Director | Representative: |
| Kwan-Tao Li | |
| (New) | |
| 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$ 79,000, 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.
* 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 2.245 % and 2.473% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 2.651 % and 2.704% 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 |
Ta-Chou Huang, Chi Schive, Gordon S. Chen, Far Eastern New Century Corp.: C.V. Chen, Huey Kang Investment Corp.: Connie Hsu, Ta Chu Chemical Fiber Co. Ltd: Ruey Long Chen, X.Z.Ying-Chai Memorial Foundation: Sui-Cheong Ying, Y.Z.Hsu Science and Technology Memorial Foundation: Chen Kun Chang Far Eastern Medical Foundation: |
Ta-Chou Huang, Chi Schive, Gordon S. Chen, Far Eastern New Century Corp.: C.V. Chen, Huey Kang Investment Corp.: Connie Hsu, Ta Chu Chemical Fiber Co. Ltd: Ruey Long Chen, X.Z.Ying-Chai Memorial Foundation: Sui-Cheong Ying |
Ta-Chou Huang, Chi Schive, Gordon S. Chen, Far Eastern New Century Corp.: C.V. Chen, Huey Kang Investment Corp.: Connie Hsu, Ta Chu Chemical Fiber Co. Ltd: Ruey Long Chen, X.Z.Ying-Chai Memorial Foundation: Sui-Cheong Ying, Y.Z.Hsu Science and Technology Memorial Foundation: Chen Kun Chang Far Eastern Medical Foundation: |
Ta-Chou Huang, Chi Schive, Gordon S. Chen, Far Eastern New Century Corp.: C.V. Chen, Huey Kang Investment Corp.: Connie Hsu, Ta Chu Chemical Fiber Co. Ltd: Ruey Long Chen, X.Z.Ying-Chai Memorial Foundation: Sui-Cheong Ying U-Ming Corp. Kwan-Tao Li Bai-Yang Investment Holdings Corp.: Chin-Der Ou |
| Champion Lee U-Ming Corp. Kwan-Tao Li Bai-Yang Investment Holdings Corp:Ou,Chin-Der |
Champion Lee U-Ming Corp. Kwan-Tao Li Bai-Yang Investment Holdings Corp.: Chin-Der Ou |
|||
|---|---|---|---|---|
NT$2,000,000~NT$5,000,000 |
- | Y.Z.Hsu Science and Technology Memorial Foundation: Chen Kun Chang |
- | Y.Z.Hsu Science and Technology Memorial Foundation: Chen Kun Chang Far Eastern Medical Foundation: Champion Lee |
NT$5,000,000~NT$10,000,000 |
Far Eastern New Century Corp.: Tsai Hsiung Chang, Yue Ding Industry Co., Ltd.: Kun Yen Lee, Y.Z.Hsu Science and Technology Memorial Foundation: Peter Hsu Far Eastern New Century Corp.: Johnny Shih |
Far Eastern New Century Corp.: Tsai Hsiung Chang Y.Z.Hsu Science and Technology Memorial Foundation: Peter Hsu |
Y.Z.Hsu Science and Technology Memorial Foundation: Peter Hsu Far Eastern New Century Corp.: Johnny Shih |
|
NT$10,000,000~NT$15,000,000 |
Far Eastern New Century Corp.: Johnny Shih , Yue Ding Industry Co.,Ltd.: Kun Yen Lee, |
Far Eastern New Century Corp.: Tsai Hsiung Chang , Yue Ding IndustryCo.,Ltd.: Kun Yen Lee, |
Far Eastern New Century Corp.: Tsai Hsiung Chang , |
|
NT$15,000,000~NT$30,000,000 |
Douglas Tong Hsu | Douglas Tong Hsu | Douglas Tong Hsu | Yue Ding Industry Co., Ltd.: Kun Yen Lee |
NT$30,000,000~NT$50,000,000 |
- | - | - | Far Eastern New Century Corp.: Johnny Shih |
NT$50,000,000~NT$100,000,000 |
- | - | - | Y.Z.Hsu Science and Technology Memorial Foundation: Peter Hsu |
| Over NT$100,000,000 | - | - | - | Douglas Tong Hsu |
| Total | 16 | 16 | 16 | 16 |
* 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.
2. 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 Representative (Retired): Shaw Yi Wang (Retired) and Champion Lee(Retired) |
0 | 242 | 16,322 | 16,322 | 204 | 204 | 0.3022% | 0.3066% |
26,535 |
| Supervisor | Bai-Yang Investment Holdings Corp. (Retired) Representative: Ting Yu Tung (Retired) Representative: Chin-Der Ou(Retired) |
|||||||||
| Supervisor | U-Ming Corp (Retired) Representative: Kwan-Tao Li(Retired) |
-
*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 0.528%and 0.528% of ACC net income; Total supervisors’ remuneration paid by all companies listed in consolidated operational report accounted for 0.550%and 0.528% of net income received from those companies.
*In the year of 2017, the directors and supervisors were re-elected. Since the Company established the Audit Committee, all the supervisors have retired. In addition, Champion Lee, Chin-Der Ou, and Kwan-Tao Li are newly appointed directors as retired supervisors, and information on their remuneration has been respectively revealed in that two parts.
Unit: NT $ 1,000
Unit: NT$1,000 |
Unit: NT$1,000 |
|
|---|---|---|
| Classification of Remuneration Paid to ACC 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 | Far Eastern Medical Foundation: Shaw Yi Wang, Far Eastern Medical Foundation: Champion Lee, U-Ming Corp.: Kwan-Tao Li, Bai-Yang Investment Holdings Corp.: Chin-Der Ou |
Bai-Yang Investment Holdings Corp.: Chin-Der Ou U-Ming Corp.: Kwan-Tao Li |
NT$2,000,000~NT$5,000,000 |
Bai-Yang Investment Holdings Corp.: Ting Yu Tung | Far Eastern Medical Foundation: Champion Lee Bai-YangInvestment Holdings Corp.: TingYu Tung |
NT$5,000,000~NT$10,000,000 |
- | - |
NT$10,000,000~NT$15,000,000 |
- | - |
NT$15,000,000~NT$30,000,000 |
- | Far Eastern Medical Foundation: Shaw Yi Wang |
NT$30,000,000~NT$50,000,000 |
- | - |
| Total | 5 | 5 |
* 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
| Title | Name | Salary(A) | Salary(A) | Pensions(B) | Pensions(B) | Reward and Allowance etc. (C) |
Reward and Allowance etc. (C) |
Employees bonus from Distributable Earnings (D) |
Employees bonus from Distributable Earnings (D) |
Total Amount (A+B+C+D)/Net Income |
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 | 16,049 |
16,805 | 648 | 648 | 5,440 | 5,458 | 6,720 | 6,720 | 0.528% | 0.542% |
1,722 |
| Chief Executive Vice President | Y.F. Chang | |||||||||||
| Executive Vice President | 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$44,300. -
*Within recent two fiscal years, total remuneration of the President and Vice Presidents accounted for 0.860% and 0.528% of ACC net income. Total amount of President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.887%及0.542% of net income received from those companies.
from those companies. |
||
|---|---|---|
| Classification of Remuneration Paid to ACC 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 |
Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang | ~~-~~ |
NT$5,000,000~NT$8,000,000 |
Kun Yen Lee, Y.F. Chang, | Kun Yen Lee, Y.F. Chang, Doris Wu, C.M. Chen, W.K. Chou, Z.P. Chang |
NT$8,000,000~NT$10,000,000 |
- | - |
| Total | 6 | 6 |
-
*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
| Title | Name | Stock Bonus | Cash Bonus | Total Amount | Total Amount/Net Income | |
|---|---|---|---|---|---|---|
| Executive Officers |
President | Kun Yen Lee | 0 | 10,244 | 10,244 | 0.187% |
| Chief Executive Vice President | Y.F. Chang | |||||
| 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 | |||||
| Senior Assistant Vice President | T.L. Yu | |||||
| DeputyChief Auditor | W.H. Yeh | |||||
| Manager of Domestic Sales Dept. | M.C. Chen | |||||
| Special Assistant of President Office | T.M. Chen | |||||
| Manager of Secretarial Dept. | Manfred Wang | |||||
| Manager of AccountingDept. | NancyKao |
-
The proposed amounts of 2017 managers’ remunerations need to be approved by the 2018 regular shareholders’ meeting.
-
Manager of Domestic Sales Dept., M.C. Chen, retired on Nov. 2017.
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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 | 9,345 | 9,345 |
| 2 | Chief Executive Vice President | Y.F. Chang | |||
| 3 | Executive Vice President | Doris Wu | |||
| 4 | Vice President | C.M. Chen | |||
| 5 | General Plant Manager | Z.P. Chang | |||
| 6 | Vice President | W.K. Chou | |||
| 7 | DeputyChief Auditor | W.H. Yeh | |||
| 8 | Manager of Domestic Sales Dept. | M.C. Cheng | |||
| 9 | Manager of AccountingDept. | NancyKao | |||
| 10 | Special Assistant of President Office | T.M. Chen |
-
The employees remuneration comes from the profits of 2017.
-
Associate C.P. Sue and T.L. Yu have retired and transferred to contract employee. and therefore does not participate in the remuneration distribution of employees. Manager of Domestic Sales Dept., M.C. Chen, retired on Nov 2017.
3.3 Implementation of Corporate Governance
3.3.1 Board of Directors
There are 9 meetings of the Board of Directors held in the period from January 1, 2017 to May 11, 2018. Directors’ attendance condition was as follows:
| Title | Name | Name | Attendance in Person |
By Proxy |
Attendance Rate |
Notes |
|---|---|---|---|---|---|---|
| Chairman | Douglas Tong Hsu | 9 | 0 |
100% | Reappointment Jun.27, 2017 |
|
| Director | Representatives of Far Eastern New Century Corp. |
Tsai Hsiung Chang |
9 | 0 | 100% | Reappointment Jun.27, 2017 |
Johnny Shih |
7 | 2 | 78% | Reappointment Jun.27, 2017 |
||
| C.V. Chen | 7 | 2 | 78% | Reappointment Jun.27, 2017 |
||
| Director | Representative of X.Z. Ying-Chai Memorial Foundation |
Sui-Cheong Ying | 4 | 0 | 100% | Retired |
| Director | Representative of Yue Ding Industry Co., Ltd. |
Kun Yen Lee | 9 | 0 | 100% | Reappointment Jun.27, 2017 |
| Director | Representatives of Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation |
Peter Hsu | 9 | 0 | 100% | Reappointment Jun.27, 2017 |
| Chen Kun Chang |
9 | 0 | 100% | Reappointment Jun.27, 2017 |
||
| Director | Representative of Ta Chu Chemical Fiber Co.,Ltd |
Ruey Long Chen |
5 | 4 | 56% | Reappointment Jun.27, 2017 |
| Director | Representative of Huey Kang Investment Corp. |
Connie Hsu | 7 | 2 | 78% | Reappointment Jun.27, 2017 |
| Director | Far Eastern Medical Foundation |
Champion Lee | 5 | 0 | 100% | Newly-elected Jun.27, 2017 |
| Director | Bai-Yang Investment Holdings Corp. |
Chin-Der Ou | 3 | 2 | 60% | Newly-elected Jun.27, 2017 |
| Director | U-Ming Corp. |
Kwan-Tao Li | 4 | 1 | 80% | Newly-elected Jun.27, 2017 |
| Independent Director |
Ta-Chou Huang | 8 | 1 | 89% | Reappointment Jun.27, 2017 |
|
| Chi Schive | 7 | 2 | 78% | Reappointment Jun.27, 2017 |
||
| Gordon S. Chen | 6 | 3 | 67% | Reappointment Jun.27, 2017 |
- Each Board of Directors Meeting has at least one independent director who attended the meeting in person, which meets the requirements of Article 7 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies
-33-
3.3.2 Other mentionable items:
1. Board of Directors
-
A. Items listed in the Article 14-3 of the Securities Exchange Act: Please refer to 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings
-
B. Except for the above matters, the three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the board meeting.
-
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:
The 12[th] meeting of the 25[th] Board of Directors resolved with no objection or reservation to donate NT $5,000,000 to the Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation which conducts education and social responsibility activities for the Far Eastern Group. Douglas Tong Hsu, Tsai Hsiung Chang, Ta-Chou Huang, Connie Hsu, and Peter Hsu are the directors of the university. They did not participate in discussion and voting of the issue according to relevant regulations.
- 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, and reported to the Board on May 10, 2016 and May 11, 2017.
-
C. The score of 2017 evaluation falls between 3.33~3.73, compared to 4 points as full score indicating good performance.
-
D. In the past three years, the score of evaluation has increased year by year, which is due to the fact that members of the board of directors attach importance to assessment indicators and assessment standards and cooperate with implementation. It is helpful to further implement the Company's corporate governance and enhance the board's functions.
-
E. The Secretarial Department faithfully plays the role of reminding directors to follow regulations and is respected by the directors.
3.3.3 Attendance of Supervisors for Board Meeting
There are 4 meetings of the 25[th] Board of Directors held in the period from January 1, 2017 to May 11, 2017. 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 | 4 | 100% | Appointment due Jun.26,2017 |
| Champion Lee | 4 | 100% | Appointment due Jun.26, 2017 |
||
| Supervisor | Representatives of Bai-Yang Investment Holdings Corp. |
Chin-Der Ou | 1 | 25% | Appointment due Jun.26,2017 |
| Ting Yu Tung | 2 | 50% | Appointment due Jun.26,2017 |
||
| Supervisor | Representative of | Kwan-Tao Li | 3 | 75% | Appointment due |
-34-
-
U-Ming Corp. Jun.27, 2017
-
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 the plans and execution of audit works to Supervisors every half year. Internal auditors discovering any material violation or any likelihood of material damage to the company shall promptly notify the Supervisors.
-
(2) CPA and accounting manager report financial and operation business to Supervisors every year.
-
- If supervisors make any statement in BOD meetings, the following information should be disclosedthe 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 occasionally participated in discussion. No opposition has been made by Supervisors to any motions and company policies.
3.3.4 Attendance of Audit committee
There are 4 meetings of the Audit committee held in the period from January 1, 2017 to May 18, 2018. Independent directors’ Attendance Condition was as follows:
| Title | Title | Name | Name | Attendance in Person |
By Proxy |
By Proxy |
Attendance Rate |
Attendance Rate |
Notes |
|---|---|---|---|---|---|---|---|---|---|
| Convener | Ta-Chou Huang | 4 | 0 |
100.00% | - | ||||
| Member | Chi Schive | 4 | 0 | 100.00% | - | ||||
| Member | Gordon S. Chen | 4 | 0 | 100.00% | - | ||||
| Other mentionable items: 1. Items listed in Article 14-5 of the Securities Exchange Act: |
|||||||||
| Meeting date |
Items | Items listed in Article 14-5 of the Securities Exchange Act: |
The resolution of the audit committee's and the Company's handling |
||||||
| 2017/08/07 | Auditreport of 2017 second quarter. | V | All members present at the meeting agreed to pass the items and submitted it to the board of directors in which all attended directors the approved without objection. . |
||||||
| Acquisitionand disposalof fixed assets | V | ||||||||
| Report ofendorsements / guarantees withaffiliates | V | ||||||||
| Report ofacquisitionordispositionofsecurities | V | ||||||||
| Consolidatedfinancial report of 2017 second quarter | V | ||||||||
| Revision of the Company's "Internal Control System" and "Internal Audit System and Implementation Rules" |
V | ||||||||
| 2017/11/06 | Auditreport of 2017 third quarter. | ||||||||
| Acquisitionand disposalof fixed assets | V | ||||||||
| Report ofendorsements / guarantees withaffiliates | V |
-35-
| In order to raise working capital, the Company appliedforcreditfrom financial institutions. |
V | ||
|---|---|---|---|
| 2018 audit plan | V | ||
| Revision of the Company's "Internal Control System" and "Internal Audit System and Implementation Rules" |
V | ||
| 2018/03/19 | Auditreport of 2017fourthquarter. | V | |
| Assessment the impact of International Financial Reporting Standards No. 16 "Leases" on the Company |
V | ||
| Acquisitionand disposalof fixed assets | V | ||
| Report ofendorsements / guarantees withaffiliates | V | ||
| In order to raise working capital, the Company appliedforcreditfrom financial institutions. |
V | ||
| 2017 consolidated financial report and individual financial report |
V | ||
| 2017 dividend distribution | V | ||
| Appointment of accountants auditing the financial statementsfor 2018 |
V | ||
| Approval to 2017 "Internal Control System Statement" |
V | ||
| To amend the 2018 audit plan | V | ||
| To issue non-guaranteed overseas convertible bond up to USD500million. |
V | ||
| Toissue Cross Currency SwapforUSD500million. | V | ||
| 2018/05/08 | Audit report of 2018 first quarter. | V | |
| Acquisition and disposal of fixed assets | V | ||
| Report ofendorsements / guarantees withaffiliates | V | ||
| In order to raise working capital, the Company appliedforcreditfrom financial institutions. |
V | ||
| Report the company's2017 annualbusinessreport | V |
There are no other matters that did not pass the audit committee and agreed by more than two-thirds of all directors.
-
If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.
-
Communications with internal audit manager and CPA:
-
(1) Internal audit manager reports the plans and execution of audit works to Independent Directors every quarter and implement the instructions and follow-up of each independent director.
-
(2) CPA and accounting manager report financial and operation business to Independent Directors every quarter
| Meeting date |
Items |
|---|---|
| 2017/08/07 | Auditreport of 2017 second quarter. |
| Revision of the Company's "Internal Control System" and "Internal Audit System and Implementation Rules" |
|
| 2017/11/06 | Auditreport of 2017 third quarter. |
-36-
| Meeting date |
Items |
|---|---|
| 2018 audit plan | |
| Revision of the Company's "Internal Control System" and "Internal Audit System andImplementation Rules" |
|
| 2018/03/19 | Auditreport of 2017fourthquarter. |
| Approvalto2017"InternalControlSystemStatement" | |
| To amend the2018 audit plan | |
| 2018/05/08 | Auditreport of 2018first quarter. |
The three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the Audit Committee meeting.
-37-
3.3.5 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 |
-38-
| 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 Audit Committee 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 stock or anyother forms of security.” |
None None |
-39-
| 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. 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 “Corporate Governance Codes” are also considered. In the members of the 26thBoard 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 is Connie Hsu. C.V. Chen and Kwan-Tao Li specialize in legal matters. Ruey Long Chen served as Minister of Economy. Chin-Der Ou served as vice mayor of Taipei City. As for independent directors, Ta-Chou Huang Chi Schive, and Gordon S. Chen, they are expert in administrative management and financial matters.It is also |
None |
-40-
| 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 | mentionable that 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: Responsible for investigatingand identifying |
None |
-41-
| 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 | 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-Assessment Questionnaire and evaluation items,calculate aweighted |
None |
-42-
| 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 assess the independence of accountants? |
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 23, 2017. The Procedures for Evaluating the Board of Directors’ Performance has been disclosed on the Company’s website. The Company appointed Li Wen Kuo and Yu Wei Fan of Deloitte & Touche to audit 2017 financial statements. The independence assessment of these two CPAs was based on Article 47 of the Accountants Law and related regulations.The result has been approved on |
None |
-43-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| March 19, 2018 and Marh 23, 2018 by the Audit Committee and Board of Directors. The Audit Committee and the Board of Directors meeting will regularly in March eachyearto assess theindependence ofCPAs. |
||||
| 4. Does the company establish specialized units or dedicated members and personnel responsible for corporate governance affairs, as well as carrying out key actions and reporting statuses (e.g. : including but not limited to provide the information that board directors and supervisors request to perform their duties, ensuring the general affairs of board meetings and shareholders’ meetings are held in accordance with regulations, applying and changing of company registration, and taking meeting minutes for board meetings and shareholders’ meetings.) |
V |
1. The secretarial Dept. serves as the secretary of the board of directors to promote corporate governance. Each member of the Secretarial Dept. has more than 20 years' working experience in the management of legal affairs and board affairs, and is supervised by the vice president. 2. The main responsibilities are as follows: ※Develop company and organizationalstructure to promote the independence of the board of directors, transparency, corporate governance, and internal control. ※Plan to convene the board of directors and itsagenda at least prior 7 days before the meeting with sufficient meeting information to facilitate the directors to understand the contents of the relevant issues and conflict of interests in advance. ※To registry the date of the shareholders'meeting every year, and to issue the meeting notice, annual report and handbook in both English and Chinese. The relevant documents shall be approved by the vice president and president. |
None |
-44-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
※To survey the board’s performanceevaluation and report to the board of directors annually. |
||||
| 5. 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 | |
| 6. 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 | |
| 7. 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 3.3.5 8(2) Investor Relations of this Annual Report. |
None None |
-45-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 8. 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)? |
V | (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 and issuing construction permission, and holds training courses to help contractors fulfill safety requirements. (4) Stakeholders’ Rights: For the transparency and timely disclosure of the Company,the information of |
None |
-46-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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: 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 responsibilityinsurance for directors and |
-47-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| supervisors, the Company will report this matter to the Board for decision-making. |
||||
| 9. Base on the result of ”Corporate governance Evaluation” announced by TWSE ( Taiwan Stock Exchange Corporation) in a recent year to illustrate the status of matters have been already improved and priority measures to reinforce matters haven’t been improved : |
V | The Company was ranked 6%~20% in “the 2017 Corporate Governance Evaluation” by the TWSE. This year will focus on improving non-scoring items: Director's Liability Insurance and explicit dividend policy. The Company will hereby amend the Incorporation Article of the Companyin 2018. |
None |
-48-
3.3.6 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 | 1 | 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 term of the Remuneration Committee started on June 27, 2017.
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.
-
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 27, 2017 to June 26, 2020. Totally, 2 meetings of the Remuneration Committee were held in the latest year. Members’ attendance condition was as follows:
| Position | Name | Attendance in Person |
Attendance in Proxy |
Attendance rate | Notes |
|---|---|---|---|---|---|
| Convener | Chi Schive | 2 | 0 | 100 | Incumbent |
| Member | L.Z. Dong | 2 | 0 | 100 | Incumbent |
| Member | S.Y. Su | 2 | 0 | 100 | Incumbent |
| Member | M.X. Lin | 2 | 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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3.3.7 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 Company also briefed to the shareholders' meeting held on June 27, 2017 on the CSR implement plans and its results which is disclosed in the Company's website and CSR Report . The performance and awards for the CSR report lists as following: a. The Company is listed in “TWSE Corporate Governance 100 Index”. b. Grade B for Carbon Disclosure Project. c. The Company’s CSR Report was awarded “Top 50 Corporate Sustainability Report-Gold Award”, TCSA. d. The Company was awarded “Top 50 Corporate Sustainability Award - Comprehensive Performance”, TCSA. e. The Company is recognized as a constituent of the FTSE4Good TIP Taiwan ESG Index by Taiwan Index Company and FTSE Russell. f. Greening area of the quarry increased 2.8 hectares to 61.3 hectares totally with planting 4,337 trees. g. The Quarry's Green Sustainable Action Plan was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia. h. Greenhouse gas reductions reached 18,601 MT of CO2e. The Company was award “Excellent Company for Voluntary Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA. |
None |
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| (2) Does the company provide educational training on corporate social responsibility on a regular basis? |
V | i. The Hsinchu and Hualien plant process water recovery rate exceeds 85%. j. Visitors for our Butterfly Garden the Ecological Park: 7,010 people. k. Promote after-school classes for Indigenous students and volunteers’ reading program via video conferences. l. The Company provides household electricity subsidy and professional engineering teams for home improvement services adjacent to the quarry. m. The Company is rated as “Taiwan Top Salary 100 Index”, TWSE. n. The Company conducted an employee satisfaction survey for the first time. The top three most satisfied items were: working environment and safety, team work, and working hours and benefits. Human Development Center of the Far Eastern Group regularly provides training for directors, supervisors, managers and staff about CSR topics On July 13, 2017 and December 26, 2017, the Far East Enterprise Group Manpower Development Center held the "Directors’ and Supervisors’ Corporate Governance Workshop." In April 2016, the E-learning course was promoted: CSR workplace ethics. On April 26, 2017, Dr. Li Cuiping of the Department of Politics of Nation Chung Cheng University was invited to lecture "Corporate Social Responsibility in the environmental protection perspective." HR Department of the Company also irregularly provides CSR-related seminars. New colleagues are asked to acceptE-learning courses: CSRworkplace ethics |
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 salaryremuneration |
V | Except for consideration of education, work experience, license or permits, and professional technology, the Company’s salary remuneration policy will not discriminate anyemployee regardless ofgender,age,race,religion,marital,and |
None |
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| policy, and integrate the employee performance appraisal system with its corporate social responsibility policy, as well as establish an effective reward and disciplinary system? |
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 2017. 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). 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 "Employeewelfare" in ourCSR 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 |
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| (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, 2015, 2016, and 2017 by the Industrial Development Bureau, MOEA. Please refer to our CSR report for more information. |
None |
|
|---|---|---|---|---|
| 3. Preserving Public Welfare (1) Does the company 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 V |
The Company fully complies with Labor Standards Law and other regulations, 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 "Human resources" and "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. Inordertoimplement the Company's“Codes of EthicalConduct”and |
None None |
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| “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 2017. Above mentioned rules are disclosed on the Company’s website. |
||||
|---|---|---|---|---|
| (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. In 2003, in response to Hsinchu plant's mining rights expired, there was a need for layoffs. The company informed the union representatives in detail and the incident eventually ended in peace. The fundamental reason is that the Company faithfully notifies employees of operational changes that may have a significant impact. In 2018, the Hsinchu plant struggling over 15 years had to lay off again due to thehighcost of rawmaterials.Thislayoff hasnot caused any controversy. |
None |
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| On May, 2014, the Company was awarded “Excellence Recognition for its collective agreement withemployees”by theMinistry of Labor. |
||||
|---|---|---|---|---|
| (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 our CSR report for more information. |
None |
|
| (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 |
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| (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. Please refer toSection3.3.5“Supplier relations” fordetail. |
None | |
| (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. Please refer to our CSR report for more information. |
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 Companyhas established the corporate social responsibility principles based on “the Corporate Social ResponsibilityBest-Practice Principles |
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for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None.
-
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. Please refer to our CSR report for more information. -
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 Standards and verified by SGS Taiwan Limited in according with AA 1000 Assurance Standard.
3.3.8 Implementation Status of Ethical Management
| 3.3.8 Implementation Status of Ethical Management | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status1 | 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 regardingrelevant procedures, guidelines of |
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 |
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 | ||
| conduct, punishment for violation, rules of appeal, and the commitment to implement the policies? (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 | 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 Procedures for Reporting Illegal, Unethical, and 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 ofthenon-disclosed |
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 | ||
| 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. |
||||
| 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? |
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. |
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 | ||
| (3) Does the company establish policies to prevent conflicts of interest and provide appropriate 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 V |
In addition to report implementation status of ethical management to the Board, the HR Department will also report to independent directors. The Company provides that no manager shall engage in any affairs with conflicts of interest to the Company unless otherwise released restriction 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 byPublic Companies" |
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 | ||
| (5) Does the company regularly hold internal and external educational trainings on operational integrity? |
V | 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 audit plan in accordance with risk 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 companyestablish standard operating |
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 teamwhile investigation hearingcould be made if |
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 | ||
| procedures for confidential reporting on investigating accusation cases? (3) Does the company provide proper whistleblower protection? |
V | 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 ensure that whistleblowers 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 |
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 | ||
| disclosed. | ||||
| 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 understanding of the company’s ethical corporate management policies (e.g., review and 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, suchas disposition,rejectionoftransaction, 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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3.3.9 The Training for Directors
| 3.3.9 The Training for | Directors | |||
|---|---|---|---|---|
| Name | Date | Organizer | Course Title and Lecturer | Hours |
| Directors Douglas Tong Hsu Tsai Hsiung Chang Johnny Shih Kun Yen Lee Connie Hsu Kwan-Tao Li Champion Lee Chin-Der Ou Independent Directors Ta-Chou Huang Chi Schive GordonS.Chen |
Jul.13,2017 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
| Directors Douglas Tong Hsu Tsai Hsiung Chang Johnny Shih Peter Hsu Kun Yen Lee Connie Hsu Champion Lee Chin-Der Ou Kwan-Tao Li Independent Directors Ta-Chou Huang GordonS.Chen |
Dec.26,2017 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
| Directors Peter Hsu |
Jul.28,2017 | Corporate Governance Association |
Corporate Governance and Directors' Duties and Obligations Under theSecurities Exchange Act |
3 |
| Directors C.V.Chen |
Sep.15,2017 | Corporate Governance Association |
Notice for Anti-tax avoidance and anti-money laundering |
3 |
| Directors C.V.Chen |
Nov.9,2017 | Corporate Governance Association |
Analysis of the New Tax Reform System |
3 |
| Directors Ruey Long Chen |
Mar.15,2017 | Corporate Governance Association |
Introduction to the draft amendment to the company law |
1.5 |
| Directors Ruey Long Chen |
Jul.26,2017 | Corporate Governance Association |
The legal responsibility of the directors and supervisors of mergers and acquisitions |
1.5 |
| Directors Ruey Long Chen |
Aug.4,2017 | Corporate Governance Association |
Case Sharing for Knowledge Management |
1.5 |
| Directors Ruey Long Chen |
Aug.9,2017 | Corporate Governance Association |
Corporate Governance and Criminal Risk Management |
1.5 |
| Directors Ruey Long Chen |
Aug.14,2017 | Corporate Governance Association |
An Analysis of the Taxation of Dividend Income and the Integration of the Two Taxes |
1.5 |
| Directors Ruey Long Chen |
Nov.9,2017 Nov.10,2017 |
Corporate Governance Association |
Analysis of the New Tax Reform System |
3 |
| Independent Directors | Sep.15,2017 | Corporate Governance | Notice for Anti-tax avoidance and | 3 |
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| ChiSchive | Association | anti-moneylaundering | ||
|---|---|---|---|---|
| Independent Directors Gordon S.Chen |
Oct.25,2017 |
Corporate Governance Association |
The 13th Taipei Corporate Governance Forum |
6 |
3.3.10 The Training for Managers
| Title | Name | Date | Organizer | Course Title and Lecturer | Ho urs |
|---|---|---|---|---|---|
| Deputy Chief Auditor |
W.H.Yeh | Jan.12,2017 | The Institute of Internal Auditors-Chinese Taiwan |
Major financial corruption cases (Inside-line transactions, interest transfer, manipulation of stock prices, irregular transactions,etc.)and legal risks |
6 |
| Feb.16,2017 | The Institute of Internal Auditors-Chinese Taiwan |
Personal Data Protection Act (February 2016 revision) introduction and case studying |
6 | ||
| Manager | Nancy Kao | Aug.28,2017- Aug.29,2017 |
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 Senior 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 T.L.Yu C.P.Sue W.H.Yeh M.C.Chen Manfred Wang Nancy Kao T.M.Chen |
Jan.6,2017 Mar.17,2017 Jul.28,2017 Oct.6,2017 |
Asia Cement | Introduction to financial statements Lecturer: Hsiou-Wei Lin, Professor of International Businesss at NTU Information Technology Application Lecturer: Chen, ja-shen, Professor of College of Management at YZU Case Analysis of Group Governance Lecturer: Yin-Hua Yeh, Professor and Institute of Finance at NCHU Core competencies and business model of High-performance Enterprise Lecturer: Jason Hsu, Lecturer of Leadership Program at NTU |
12 |
| Chief Executive Vice President Vice President Vice President Senior Assistant Vice President Assistant Vice President Manager Manager Manager Special Assistant |
Y.F.Chang C.M.Chen W.K.Chou T.L.Yu C.P.Sue M.C.Chen Manfred Wang Nancy Kao T.M.Chen |
Jul.13,2017 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
| Chief Executive Vice President Vice President |
Y.F.Chang W.K.Chou |
Dec.26,2017 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
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| Vice President | C.M.Chen |
|---|---|
| Senior Assistant | T.L.Yu |
| Vice President | |
| Assistant | C.P.Sue |
| Vice President | |
| Special Assistant | T.M.Chen |
| Manage | Manfred Wang |
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3.3.11 the Execution Status of Internal Control System
Asia Cement Corporation Statement of Internal Control System
Date: March 23, 2018
Asia Cement Corporation (ACC) has conducted a self-inspection of internal control system during 2017. 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, 2017 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 23, 2018 with 15 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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3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings
1. Major resolution of 2017 Regular Shareholders’ Meeting
| Date | Major resolutions |
|---|---|
| 2017/06/27 | 1. Acceptance of 2016 financial statements and consolidated financial statements 2. Acceptance of the proposal for distribution of 2016 profits. 3. Amendment to “Articles of Incorporation of Asia Cement Corporation”. 4. Amendment to “Election Rules for Directors and Supervisors” 5. Amendment to “Procedure for Acquisition and Disposal of Assets”, “Procedure for Making Endorsements and Guarantees”, and “Procedure for Loan to Others”. 6. To Elect Directors and Independent Directors. 7. Proposal for Release the Prohibition on Directors from Participation in Competitive Business. |
| Execution Status |
Major resolutions of the Shareholders’ meeting have been fully implemented. 1. The record date for distribution of 2016 profits was Sep. 5, 2017. Cash dividends have been distributed on September 27, 2017. 2. Amendment to “Articles of Incorporation” and the election of Directors and Independent Directors have been approved by MOEA on July 26, 2017 3. Relevant amendments have been disclosed on our website. |
2. Major Resolutions of the Board of Directors
Totally 9 meetings of the Board of Directors were held in the period from Jan. 1, 2017 to May 11, 2018. Directors have no opposition to major resolutions in this period. Regarding the items listed in Article 14(3) of the Securities Exchange Act, all attended independent directors approved without disagreement.
| Date | Major resolutions |
|---|---|
| 2017/02/22 | 1. To discuss the possibility that the Company mandate Pre-Conditional Share/Right Purchase Agreement with the shareholders/beneficiaries of CSI to acquire ShanshuiCement' shares. |
| 2017/03/07 | 1. To approve Pre-Conditional Share/Right Purchase Agreement with the shareholders/beneficiaries ofCSI to acquireShanshuiCement' shares. |
| 2017/03/23 | 1. Acceptance of the 2016 employees’ compensation and Directors’ and Supervisors’ remuneration. 2. Acceptance of 2016 financial statements and consolidated financial statements. 3. Acceptance of the proposal for distribution of 2016 profits. 4. Acceptance of 2017 business budget. 5. Acceptance of 2017 CPA service fee of Deloitte & Touche. 6. Proposal to Elect Directors and Independent Directors. 7. To convene 2017 regular shareholders' meeting. 8. Proposal for Release the Prohibition on Directors from Participation in Competitive Business. 9. Acceptance to issue 2016 Statement of Internal Control System. 10. To issue non-guaranteed bond up to NT$ 10 billion. 11. To issue non-guaranteed overseas convertible bond up to USD 400 million. 12. To issue Cross Currency Swap for USD 400 million. 13. Amendment to “Articles of Incorporation of Asia Cement Corporation” 14. Amendment to “the Working Procedures for the Acquisition and Disposal of Assets”. 15. Amendment to “the Procedure for MakingEndorsements and Guarantees” |
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| 16. Amendment to “the Procedure for Loans of Funds to Others” 17. Amendment to relevant rules and procedures for the Company’s establishment of an Audit Committee to replace the Supervisors. 18. To donate NT $5,000,000 to the Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation. |
|
|---|---|
| 2017/05/11 | 1. Acceptance of 2016 Business Report. 2. Acceptance of the review for the candidates of directors and independent directors. 3. Amendment to “the Working Procedures for the Acquisition and Disposal of Assets”. |
| 2017/06/27 | 1. Douglas Dong Hsu was elected as the chairman of the 26thBoard of Directors. 2. The appointment of independent directors Chi Schive (convener), L.Z. Dong, S.Y. Su,M.X. Lin as the members of the CompanyRemuneration Committee. |
| 2017/08/10 | 1. To decide the date for distribution of cash dividends and the closing date for stock transference. 2. Amendment to the "internal control system" and "its implementation byrules". 3. Amendment to the “Meeting Rules of Board of Directors” and “Organizational Rules of the Audit Committee” of the Company 4. Amended the company's “the Procedure Dealing with Internal Material Information". |
| 2017/11/08 | 1. To accept 2018 audit plan. 2. Amendment to the "internal control system" and "its implementation byrules". |
| 2018/03/23 | 1. Acceptance of the 2017 employees’ compensation and Directors’ and Supervisors’ remuneration. 2. Acceptance of 2017 financial statements and consolidated financial statements. 3. Acceptance of the proposal for distribution of 2017 profits. 4. Acceptance of 2018 business budget. 5. Acceptance of 2018 CPA service of Deloitte & Touche. 6. To convene 2018 regular shareholders' meeting. 7. Acceptance to issue 2017 Statement of Internal Control System. 8. To modify 2018 audit plan. 9. To issue non-guaranteed overseas convertible bond up to USD 500 million. 10. To issue Cross Currency Swap for USD 500 million. 11. Amendment to “Articles of Incorporation of AsiaCementCorporation”. |
| 2018/05/11 | 1. To approve 2017 Business Report. |
3.3.13 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 and modified on August 10, 2017. 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$ thousands
| Unit: NT$ thousands | ||||||||
|---|---|---|---|---|---|---|---|---|
| Accounting Firm |
Name of CPA |
Audit Fee |
Non-audit Fee | Audit period | ||||
| System design |
Business Registration |
Human Resource |
Other (Note) |
Subtotal | ||||
| Deloitte & Touche |
L.W. Kuo | 7,200 |
0 | 10 | 0 | 1,150 | 1,160 | 01/01/2017-12/31/2017 |
| Y. W. Fan |
Note: Service fees mainly for tax consulting.
-
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.
-
Change of CPA in recent two fiscal years and subsequent periods: None.
-
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 | Manager | CPA,Taiwan and China |
| Finance | Ya PingLi | Manager | CPA,Taiwan |
| Finance | Yu De Liao | Specialist | Certified Internal Auditor Certified Information Systems Auditor |
| Finance | Wei ZhongChen | Assistant Section Chief | Chartered Financial Analyst |
| Auditing | Chi Wen Lu | Assistant Specialist | Certified Internal Auditor Certification in Risk Management Assurance |
| Accounting | Jia NingHsu | Senior Clerk | CPA,Taiwan |
| Accounting | GuangRen Peng | Assistant Administrator | CPA,United States |
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3.6 Changes in Shareholdings and pledge of Directors, Supervisors,
Managers, and Shareholders with more than 10% Shareholding
1. Changes in Shareholdings:
| Title | Name | Shareholding o | n Dec. 31, 2016 | Shareholding o | n Apr. 29, 2017 |
|---|---|---|---|---|---|
| Changes of Shares |
Changes of Shares Pledged |
Changes of Shares |
Changes of Shares Pledged |
||
| Chairman | DouglasTongHsu | - |
- |
- |
- |
| Director | Far Eastern New Century Corporation1 |
- |
- |
- |
- |
| T.H. Chang | - |
- |
- |
- |
|
| JohnnyShih | - |
- |
- |
- |
|
| C.V. Chen | - |
- |
- |
- |
|
| Director | Bai-Yang Investment Holdings Corporation |
- |
- |
- |
- |
| Chin-Der Ou | - |
- |
- |
- |
|
| Director | U-Ding Corporation | - |
- | - |
- |
| K.Y.Lee | - |
- | - |
- |
|
| Director | Far Eastern Y.Z. Hsu Science And TechnologyMemorial Foundation |
1,399,000 | - | - |
- |
| Peter Hsu | - |
- | - |
- |
|
| C.K. Chang | - |
- | - |
- |
|
| Director | Ta Chu Chemical Fiber Co.,Ltd |
- |
- | - |
- |
| Ruey Long Chen | - |
- | - |
- |
|
| Director | Huey Kang Investment Corporation |
- |
- | - |
- |
| Connie Hsu2 | (9,000,000) | - | - |
- |
|
| Director | Far Eastern Medical Foundation Champion Lee |
- |
- | - |
- |
| Director | U-Ming Corporation K.T.Li |
- |
- | - |
- |
| Independent Director |
Ta-Chou Huang | - |
- | - |
- |
| Independent Director |
Chi Schive | - |
- | - |
- |
| Independent Director |
Gordon S. Chen | - |
- | - |
- |
| Supervisor | Far Eastern Medical Foundation |
- |
- | - |
- |
| Champion Lee | - |
- | - |
- |
1 The majority shareholder with holding more than 10% share of the Company.
2 The decrease is due to the adoption of stock trust.
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| Title | Name | Shareholding on Dec. 31, 2016 | Shareholding on Dec. 31, 2016 | Shareholding on Apr. 29, 2017 | Shareholding on Apr. 29, 2017 |
|---|---|---|---|---|---|
| Changes of Shares |
Changes of Shares Pledged |
Changes of Shares |
Changes of Shares Pledged |
||
- |
- | - |
- |
||
| Supervisor | Bai-Yang Investment Holdings Corporation |
- |
- | - |
- |
| Chin-Der Ou | - |
- | - |
- |
|
| T.Y.Tung. | - |
- | - |
- |
|
| Supervisor | U-Ming Corporation | - |
- | - |
- |
| K.T.Li | - |
- | - |
- |
|
| President | K.Y.Lee | - |
- | - |
- |
| Chief Executive VicePresident |
Y.F. Chang | - |
- | - |
- |
| VicePresident | Doris Wu | - |
- | - |
- |
| VicePresident | C.M. Chen | - |
- | - |
- |
| VicePresident | W.K. Chou | - |
- | - |
- |
| General Plant Manager |
Z.P. Chang | - |
- | - |
- |
| PlantManager | Z.H. Qiu | - |
- | - |
- |
| Assistant Vice President |
C.P. Sue | - |
- | - |
- |
| Assistant Vice President |
T.L. Yu | - |
- |
- |
- |
| Deputy Chief Auditor |
W.H. Yeh | - |
- |
- |
- |
| Manager | Manfred Wang | - |
- |
- |
- |
| Special Assistant | T.M. Chen | - |
- |
- |
- |
| Accounting Manager |
Nancy Kao | - |
- |
- |
- |
-
Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.
-
Shareholders pledge information: no shareholders pledged.
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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% | Fubon Life Insurance Co., Ltd. | Non-related party |
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | The Same Chairman | |||
| 0 | 0% | 0 | 0% | China Life 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% | Shin Kong Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Chairman is the Director of the Foundation |
|||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| Fubon Life Insurance Co., Ltd. Representative: Richard M. Tsai |
212,040,069 | 6.31% | 0 | 0% | 0 | 0% | Far Eastern New CenturyCorporation | Non-relatedparty |
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | Non-relatedparty | |||
| 0 | 0% | 0 | 0% | China Life 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% | Shin Kong Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | Non-relatedparty | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | 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 | |
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Non-related party | |||
| 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% | China Life 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% | Shin Kong Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Chairman is the Director of the Foundation |
|||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| China Life Insurance Co., Ltd. Representative: Alan Wang |
51,193,172 | 1.52% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | Non-related party |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund Committee of Far Eastern ~~New Century Corporation~~ |
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 | |
| 0 | 0% | 0 | 0% | Shin Kong Life 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% | Far Eastern Memory Foundation | 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 Century Corporation | Non-related party |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | Non-related party | |||
| 0 | 0% | 0 | 0% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Shin Kong Life 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% | Far Eastern Memory Foundation | Non-related party | |||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| Shin Kong Life Insurance Co., Ltd. Representative: Wu Tung Chin |
50,494,591 | 1.50% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | Non-related party |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | 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 | |
| 0 | 0% | 0 | 0% | China Life 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% | Far Eastern Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-relatedparty | |||
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Non-related party | |||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-relatedparty | |||
| Far Eastern Department Stores Co., Ltd. Representative: Douglas Tong Hsu |
50,000,492 | 1.49% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | The Same Chairman |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-relatedparty | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | The Same Chairman | |||
| 0 | 0% | 0 | 0% | China Life 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% | Shin Kong Life Insurance Co., Ltd. | Non-relatedparty | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Chairman is the Director of the Foundation |
| 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 | |
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| 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% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | The Same Chairman | |||
| 0 | 0% | 0 | 0% | China Life 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% | Shin Kong Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Memory Foundation | Chairman is the Director of the Foundation |
|||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| Far Eastern Memory Foundation Representative: Chu Shu-hsun |
44,115,478 | 1.31 | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | Director of the Foundation is the Chairman |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | Director of the Foundation is the Chairman |
|||
| 0 | 0% | 0 | 0% | China Life Insurance 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 | |
| 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-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | Director of the Foundation is the Chairman |
|||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Director of the Foundation is the Chairman |
|||
| 0 | 0% | 0 | 0% | Yu Yuan Investment Co., Ltd | Non-related party | |||
| Yu Yuan Investment Co., Ltd Representative: C.M. Chen |
43,268,479 | 1.29% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | Non-related party |
| 0 | 0% | 0 | 0% | Fubon Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | Non-related party | |||
| 0 | 0% | 0 | 0% | China Life 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% | Shin Kong Life 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% | Far Eastern Memory Foundation | Non-related party |
3.8 Shareholding Proportion of ACC to Investees
Shareholding Proportion of ACC to Investees
| Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
Dec. 31,2017 Investments by ACC Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses Total Investments Shares ﹪ Shares ﹪ Shares ﹪ 208,487,884 100.00% - 0.00% 208,487,884 100.00% 90,000 100.00% - 0.00% 90,000 100.00% 200,000,000100.00% - 0.00% 200,000,000100.00% 595,576,603 99.99% 25,326 0.00% 595,601,929 99.99% 157,492,851 99.99% 6,839 0.00% 157,499,690 99.99% 26,128,171 99.94% 12,396 0.05% 26,140,567 99.99% 10,495,495 99.96% 2 0.00% 10,495,497 99.96% 29,517,188 99.82% 39,944 0.14% 29,557,132 99.96% 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75% 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00% 178,707,648 35.50% 259,921,77451.62% 438,629,42287.12% 16,241,083 83.81% 14,366 0.08% 16,255,449 83.89% 1,061,209,202 67.73% 72,024,298 4.60%1,133,233,500 72.33% 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83% 5,100,000 51.00% 60,817 0.61% 5,160,817 51.61% 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74% 34,640,189 43.60% - 0.00% 34,640,189 43.60% 331,701,152 39.25% 20,523,219 2.43% 352,224,371 41.68% 135,092,154 18.93% 144,591,81020.26% 279,683,96439.19% 1,272,277,085 23.77% 548,565,442 10.25%1,820,842,527 34.02% 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02% |
|
|---|---|---|---|---|---|---|
| Investees | Investments by ACC | Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses |
Total Investments | |||
| Shares | ﹪ | Shares | ﹪ | Shares | ﹪ | |
| Asia Investment Corp. | 208,487,884 | 100.00% | - | 0.00% | 208,487,884 | 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% |
| Der Ching Investment Corp. | 595,576,603 | 99.99% | 25,326 | 0.00% | 595,601,929 | 99.99% |
| Ya Tung Ready-Mixed Concrete Corp. | 157,492,851 | 99.99% |
6,839 | 0.00% | 157,499,690 | 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 | 51.62% | 438,629,422 | 87.12% |
| Ya Li Precast and Prestressed Concrete Industries Corp. |
16,241,083 | 83.81% | 14,366 | 0.08% | 16,255,449 | 83.89% |
| Asia Cement (China) Holdings Corp. | 1,061,209,202 | 67.73% | 72,024,298 | 4.60% | 1,133,233,500 | 72.33% |
| Chiahui Power Corp. | 280,093,521 | 59.59% |
1,100,069 | 0.24% | 281,193,590 | 59.83% |
| Ya Li Transportation Corp. | 5,100,000 | 51.00% | 60,817 | 0.61% | 5,160,817 | 51.61% |
| Everstrong Iron & Steel Foundry Ltd. | 3,199,823 | 40.40% | 660,000 | 8.34% | 3,859,823 | 48.74% |
| 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% |
20,523,219 | 2.43% | 352,224,371 | 41.68% |
| Oriental Securities Corp.. | 135,092,154 | 18.93% |
144,591,810 | 20.26% | 279,683,964 | 39.19% |
| Far Eastern New Century Corp. | 1,272,277,085 | 23.77% | 548,565,442 | 10.25% | 1,820,842,527 | 34.02% |
| Yue Yuan Investment Corp. | 155,000,803 | 29.92% |
515,024 | 0.10% | 155,515,827 | 30.02% |
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IV Capital Formation
4.1 Capital and Shares
4.1.1 Capital Increase in the Past Five Years
| As of May2,2018 | As of May2,2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| 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 | Reserve for Convertible Shares |
||
| Issued 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 May2,2018 | |||||
|---|---|---|---|---|---|---|
| Structure Amount |
Governments | Financial Institutions |
Other Institutional Investors |
Domestic Individual Investors |
Foreign Institutions & Individuals |
Total |
| Number of Shareholders |
10 | 48 | 333 | 83,892 | 664 | 84,947 |
| Number of shares | 67,797,392 | 415,462,393 | 1,588,257,102 | 607,983,971 | 681,946,340 | 3,361,447,198 |
| Shareholding Percentage |
2.02% | 12.36% | 47.25% | 18.09% | 20.29% | 100.00% |
Note: No foreign institutions and individuals from China Area.
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4.1.5 Shareholding Distribution Status
| As of May2,2018 | |||
|---|---|---|---|
| Class of Shareholding (Unit: Share) |
Number of shareholders | Number of shares | Holding Percentage |
| 1-999 | 34,148 | 8,296,058 |
0.25% |
| 1,000-5,000 | 33,950 | 75,159,063 |
2.24% |
| 5,001-10,000 | 7,432 | 54,750,992 |
1.63% |
| 10,001-15,000 | 2,999 | 36,634,562 |
1.09% |
| 15,001-20,000 | 1,499 | 26,719,798 |
0.79% |
| 20,001-30,000 | 1,613 | 39,685,606 |
1.18% |
| 30,001-40,000 | 767 | 26,709,706 |
0.79% |
| 40,001-50,000 | 497 | 22,599,698 |
0.67% |
| 50,001-100,000 | 892 | 62,629,743 |
1.86% |
| 100,001-200,000 | 489 | 68,422,028 |
2.04% |
| 200,001-400,000 | 280 | 77,526,990 |
2.31% |
| 400,001-600,000 | 90 | 44,720,376 |
1.33% |
| 600,001-800,000 | 43 | 29,750,521 |
0.89% |
| 800,001-1,000,000 | 22 | 19,964,275 |
0.59% |
| Over 1,000,001 | 206 | 2,767,877,782 |
82.34% |
| Total | 84,927 | 3,361,447,198 |
100% |
| Preferred Share As of May2,2018 |
|||
| Class of Shareholding (Unit: Share) |
Number of shareholders | Number of shares | Holding Percentage |
| NA | 0 | 0 | 0 |
| Preferred Share | Preferred Share | ||
|---|---|---|---|
| As of May2,2018 | |||
| Class of Shareholding (Unit: Share) |
Number of shareholders | Number of shares | Holding Percentage |
| NA | 0 | 0 | 0 |
4.1.6 List of Major Shareholders
| 4.1.6 List of Major Shareholders | ||
|---|---|---|
| As of May2,2018 | ||
| Shares Major Shareholder |
Number of Shares |
Holding Percentage |
| Far Eastern New CenturyCorporation | 750,511,324 | 22.33% |
| Fubon Life Insurance Co., Ltd. | 212,040,069 | 6.31% |
| Far Eastern Medical Foundation | 181,566,797 | 5.40% |
| China Life Insurance Co., Ltd. | 51,193,172 | 1.52% |
| Labor Pension Fund Committee of Far Eastern New CenturyCorporation |
50,835,049 | 1.51% |
| Shin KongLife Insurance Co.,Ltd. | 50,494,591 | 1.50% |
| Far Eastern Department Stores Co., Ltd. | 50,000,492 | 1.49% |
| Yuan-Ze University | 47,499,567 | 1.41% |
| Far Eastern MemoryFoundation | 44,115,478 | 1.31% |
| Yu Yuan Investment Co., Ltd | 43,268,479 | 1.29% |
| Total | 1,481,525,018 | 44.07% |
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4.1.7 Market Price, Net Value, Earnings and Dividends per Share
Unit: NT$
| Unit: NT$ | ||||
|---|---|---|---|---|
Item |
Year | 2016 |
2017 | |
| Market Price Per Share |
Highest | 31.15 | 32.00 | |
Lowest |
23.00 | 25.50 | ||
| Average | 27.52 | 27.74 | ||
| Net Value Per Share |
Before Distribution |
36.49 | 37.91 | |
| After Distribution | 35.59 | (Note) | ||
| Earnings Per Share |
Weighted Average shares (in thousand) |
3,139,998 | 3,139,297 | |
| Earnings Per Share | 1.26 | 1.74 | ||
| Dividends Per Share |
Cash Dividends |
0.90 | 1.2(Note) | |
| Stock Dividend | Dividends from Retained Earnings |
- | - |
|
| Dividends from Capital Surplus |
- | - | ||
Accumulated Unpaid Dividends |
- | - | ||
| Return on Investment |
Price-Earnings Ratio |
21.84 | 15.94 | |
Price-Dividend Ratio |
30.58 | 23.12 | ||
| Cash Dividend Yield Rate | 3.27% | 4.33% |
Note: Being resolved by the 2018 Shareholders’ Meeting.
4.1.8 Dividend Policy & Implementation Status
1. Dividend Policy
Apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve and a special reserve as required by law shall be set aside. Subject to certain business conditions under which the Company may retain a portion of the remaining balance, the Company may distribute to the shareholders the remainder together with undistributed profits from previous years in proportion to the number of the shares held by each shareholder as shareholders’ dividend. However in the case of increase in the Company's share capital, the shareholders' dividend to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders' meeting.
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, the dividend payout ratio each fiscal year shall be no less than 50% of the final surplus which is the sum of after-tax profit of the fiscal year to withhold previous loss, if any, legal reserve and special reserve as required by law; the cash dividend shall not be less than 10% of the shareholders’ dividend distributed in the same year.
2. Implementation Status
Hereby lists the Company's dividend in recent years as follows:
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| Year | Cash Dividend | Ratio of Total | Stock dividend | Ratio of Total | Total dividend | |
|---|---|---|---|---|---|---|
| Dividend | Dividend | |||||
| 2013 | NT$1.8 | 90% | NT$0.2 | 10% | NT$2.0 | |
| 2014 | NT $2.2 | 100% | NT $0 | 0% | NT $2.2 | |
| 2015 | NT $1.1 | 100% | NT $0 | 0% | NT $1.1 | |
| 2016 | NT $0.9 | 100% | NT $0 | 0% | NT $0.9 | |
| 2017 | (Proposed) | NT $1.2 | 100% | NT $0 | 0% | NT $1.2 |
The net income after tax for FY2017 was NT$ 5,469,007,104. After the appropriation of Legal Reserve and Special Reserve, NT$ 3,978,918,535 is left. Even under the lackluster business environment, the Company still insists on stable payout, and the Broad has proposed a cash dividend of NT$ 1.2 per share, which is summed up to NT$ 4,033,736,638 in total, more than the amount after reserve.
4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution
| Unit: NT$ | |||
|---|---|---|---|
Item |
Year | 2018 (Estimated) | |
| Paid-In Capital | (Beginningof The Year) | NT$33,614,471,980 | |
Stock&CashDividend Distribution |
Cash Dividend Per Share | NT$1.20 | |
| 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.
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4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration
-
The percentages or ranges with respect to employees’ compensation and directors’ remuneration as set forth in the Asia Cement Corporation's Articles of Incorporation: Pursuant to the Articles of Incorporation for distribution 2%~3.5% as employees' compensation and distribution less than 2.5% as directors' remuneration base on the profit of the current year.
-
(1)The basis for estimating the amount of employees’ compensation and directors’ remuneration: Distribution 2%~3.5% as employees' compensation and less than 2.5% as directors' remuneration 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 2018.
-
Information on resolved by the Board of Directors on March 23, 2017 for distribution of compensation:
-
(1) The amount of any compensation distributed in cash or stocks: Employees’ cash compensation is NT$ 147,850,000. Directors' cash remuneration is NT$ 130,120,000.
-
(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’ compensation and directors’ and supervisors’ remuneration 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 employees’ compensation and directors’ and supervisors’ remuneration shall be disclosed the discrepancy, its cause, and the status of treatment:
The Board of Directors resolved on March 23, 2017 to distribute employees’ compensation NT$ 97,237,631 and directors’ and supervisors’ remuneration NT$ 86,747,024 which were recognized by the Shareholders’ Meeting. The employees’ compensation and directors’ and supervisors’ remuneration was fully distributed and no discrepancy with 2016 。 separate financial report
-
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 |
1st Unsecured Corporate Bond Issued in 2016 |
|
| Date Issued | May.23,2014 | Sep.27,2016 | |
| Par Value | NT$1,000,000 | NT$1,000,000 | |
| Issue and Trade Place | N/A | N/A | |
| Issue Price | ParValue | ParValue | |
| Nominal Amount | NT$8,000,000,000 | NT$6,000,000,000 | |
| Interest Rate | 1.36% | 0.80% | |
| Term | Five Years. Maturity: May.23,2019 |
Five Years. Maturity: Sep.27,2021 |
|
| Guaranty/Guarantor | None | None | |
| Trustee | China Trust Commercial Bank, TrustDepartment |
China Trust Commercial Bank, TrustDepartment |
|
| Underwriter | None | None | |
| Certified Lawyer | M.T.HUANG | M.T.HUANG | |
| Certified Public Accountant | H.W.Tai,L.W.Kuo | L.W.Kuo, Y.W.Fan | |
| Repayment Method | Interest Paid Annually Since Issue, 50% Principal Installed Seperately After The 4 、5th Anniversary of TheIssueDate |
Interest Paid Annually Since Issue, 50% Principal Installed Seperately After The 4 、5th Anniversary of TheIssueDate |
|
| OutstandingBalance | NT$8,000,000,000 | NT$6,000,000,000 | |
| RedemptionClauses | None | None | |
| RestrictiveCovenants | None | 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 ratingdate: Aug.22,2013 |
Taiwan Ratings Corporation Long term Credit Ratings: twA Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Credit ratingdate: Nov.17,2015 |
|
| Convertible | Amount Converted |
None | None |
| Issue/ Conversion Rules |
None | None | |
| Terms to issuance, conversion, exchange and subscription. The impacts to current shareholder equityandpotential dilutions. |
None | None | |
| 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$3,000,000 | |
| 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 Bonds and Convertible Bonds
| 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 | 2nd Overseas Unsecured Convertible Bonds | 2nd Overseas Unsecured Convertible Bonds |
|---|---|---|---|---|---|---|---|---|
| Year Item |
Launch Date |
2013 | 2014 | 2015 | 2016Note1 | 2017 | From the current year to March. 31,2018 |
|
| Market Price of Convertible Bonds(US$) |
Highest | 100 | 105.71 | 108.12 | 104.68 | 101.10 | 100.16 | 99.83 |
| Lowest | 100 | 98.10 | 101.27 | 98.08 | 98.61 | 98.73 | 99.28 | |
| Average | 100 | 101.52 | 103.83 | 100.50 | 99.70 | 99.49 | 99.60 | |
| Conversion Price/Share | 48 | 44.7 | 42 | 39.28 | 37.85 | 36.6Note2 | 36.6 | |
| 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, 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 13 May 2016. As of the date of redemption, the total redemption amount is US$217,000,000, and the outstanding balance is US$3,000,000.
Note2: Pursuant to the Indenture, the conversion price of the bonds had been adjusted to NT$36.6/Share since September 6, 2017 as ACC distributed cash dividends and stock dividends.
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4.3 Summary of Issued GDR
| 5. Issue Date | 5. Issue Date | 5. Issue Date | Jun. 23,1992 | Sep. 13,1996 | Jan. 23,2007 | Mar. 25,2008 |
|---|---|---|---|---|---|---|
| Issuance & Listing | London Stock Exchange | |||||
| Total Amount(US$) | 66,002,750 | 60,000,010.77 | 83,209,951.46 | 61,355,000 | ||
| IssuingPriceper GDR(US$) | 27.50 | 19.67 | 9.905946602 | 17.53 | ||
| Number of GDR Issued | 2,400,100 | 3,050,331 | 8,400,000 | 3,500,000 | ||
| Underlying Securities | ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Yuang Ding Investment Corporation |
ACC Common Shares held by Far Eastern General Contractor Co., Ltd. and Far Eastern Construction Co., Ltd. |
||
| Common Shares Represented (shares) |
24,001,000 | 30,503,310 | 84,000,000 | 35,000,000 | ||
| Right & Obligation of GDR Holders |
Same as Common Shareholders | |||||
| Trustee | Not Applicable | |||||
| DepositaryBank | BNY Mellon | |||||
| Custodian | Far Eastern International Bank | |||||
| Outstanding | 55,779(As of March 31,2018) | |||||
| Apportionment of Expenses for Issuance & Maintenance |
All expenses related to issuance and maintenance is undertaken by FENC and ACC respectively. |
|||||
| Major Commitment of Depositary Agreement & CustodyAgreement |
GDR holders are allowed to vote on a given agenda only when over 51% of them reach consensus. |
|||||
| Closing Price Per GDR (US$) |
2017 | Highest | 11.9 | |||
| Lowest | 11.9 | |||||
| Average | 11.9 | |||||
| As of March 31,2018 |
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: 93%.
-
B. Granulated blast-furnace slag: 7%.
-
New Product Research & Development: None.
5.1.2 Industry Overview
-
Market situation and future outlook
-
A. The 2017 total cement production volume in Taiwan was 10,876,396 MT, decreased 10.31% compared to 2016. Among them, the domestic cement sales was 8,300,274 MT, and exported cement was 2,553,641 MT. Compared with those in 2016, domestic sales decreased by 5.80%, exports decreased by 20.99%. In 2017, the domestic real estate market was stable. Compared with 2016, the price of the real estate market showed a trend of falling prices and increased trading volume. The cement consumption decreased to 10,173,998 MT, decreased by 0.70%. The 2017 per capita average cement consumption is about 432 kg, decreased 0.69% from 435 kg in 2016. As a result, the cement market in Taiwan is still showing oversupply.
-
B. For the year 2018:
- (1) Outlook of the domestic market:
Taiwanese Public Works budget totaled NT$ 374.9 billion in 2018, increased NT$ 43.3 billion, 13.1%. According to a survey of the Taiwan Institute of Economic Research, because of continued expansion of private investment, the government to expand public investment and the Forward-looking Infrastructure Development Program, the overall economy is expected to grow 1.75% compared to 2017. In terms of real estate in 2017, 260,000 buildings sold in the housing market, increased by 8% compared with 240,000 buildings in 2016. However, there is a large price gap for real estate between buyers and sellers. Moreover, the housing market needs time to adjust. Cement demand is expected to increase slightly this year.
- (2) Outlook of the global markets:
For 2018, the Chinese market will continue to strictly implement environmental protection policies, keep conducting mergers & acquisitions, eliminating backward production capacity. Chinese cement industry will maintain in high prices and the demand exceeds supply. In the international cement market, prices in 2017 were low due to regional oversupply, but in 2018, factors such as the reduction of exports from China, the non-expansion of exports from Japan and South Korea, and the export of Vietnamese
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clinker to China without selling to the international market at low prices, cement prices are expected to increase. In addition, with the Taiwan government’s cement industry policy, Taiwan's cement exports will be reduced in future while only supplying ASEAN markets with long-term relationship. We will actively utilize the trade model to purchase cement, clinker, gypsum, and silica sand to meet the demand in Southeast Asian markets. The export strategy will be adjusted to reduce Taiwan's exports and expand the raw materials trade business.
Overall, the domestic market will rise slightly, while foreign markets have growth potential
-
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, 2018 | ||||
|---|---|---|---|---|
| Unit: NT$1,000 | ||||
| Item | Amount | |||
| 1 | Intelligent continuously discharge and movable tripper | 5,000 | ||
| 2 | Industrial 4.0 project | |||
| - Intelligent shipment - Analysis and forecasting to kiln refractory |
6,000 | |||
| - Intelligent quality control | ||||
| 3 | Industrial 4.0 Project Phase | 2: | ||
| - Cloud War Room | ||||
| - Product Line Machine Predictive Maintenance | 9,000 | |||
| - Intelligent Mining | ||||
| 4 | Industrial 4.0 Project Phase | 3: | ||
| - Intelligent Occupational Safety | 4,000 | |||
| - Intelligent Control Optimization |
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| - Big Data Analyze for Production, Quality and Cost | ||
|---|---|---|
| 5 | NO. 1 Raw Mill Electrostatic Precipitation System Use Constant Current High-Voltage Power Set |
4,000 |
| 6 | Development of Fluoride Ion Analysis Technology in Cement Raw Material and Product |
220 |
| Total | 28,220 |
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.
-
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 2017, the Company domestic sales was 2,449,868 MT, i.e. 29.52% of the sales amount of all domestic cement producers, which was equal to 24.08% of total cement consumption in Taiwan.
-
Market supply forecast, growth opportunity, and business competitiveness:
-
A. In 2017, applications for construction license increased 14% compared from 2016 in Taiwan. The National Development Council announced that that the current economic in Taiwan has continued to recover. However, the transaction volume in the housing market has not yet significantly reversed and the cement market is still in an oversupply situation. In 2018, domestic demand is estimated to be about 10.5 million MT, which is equivalent to 2017.
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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 1.1~1.15 million MT of cement and clinker in 2018, which is equivalent to 2017. The Company has long term major customers in Singapore, Malaysia, Hawaii, 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
-
A. Promoting industrial innovation, forward-looking infrastructure construction, improving the quality of public construction, and regional balanced development are the key points of the current government policy
-
B. The budget (including special budget) for 2018 Public Works Projects increase 13.1% to NT $374.9 billion. Taiwan’s cement industry believes that the implementations of several infrastructure projects such as Suhua Highway improvement projects, the improvement of the South-Link Highway in Taitung, Intercontinental Container Terminal of the Kaohsiung Port, the Circular Line of Taipei Metro system, west coast expressway, the Tamkang Bridge, Taoyuan MRT Green Line, and Public Housing Project, the cement consumption in Taiwan is expected to slow the decline of cement market. In addition, in order to improve residential safety, the government will vigorously promote urban renewal, which will revive the domestic demand market.
-
C. The forward-looking infrastructure project will expand public spending.
-
D. Consecutive green economic signals show that the domestic economy continued to recover. In addition, hot money back to Taiwan help the housing market recovery.
-
E. The Ministry of Finance announced in February 2017 to continue to levy cement and clinker from China at the original approved tax rate of 91.58% anti-dumping duties for five years. This will help stability of the domestic industry.
-
Negative factors and the solutions
-
A. Industry relocation, environmental awareness, and emission limits of carbon dioxide will increase the difficulties in both public constructions and private housing sectors, and cause the construction industry more conservative. This will constrain the growth of cement demand.
-
B. The Ministry of Economic Affairs has set limitations on trade volume of domestic cement industry according the Foreign Trade Law. The limitations will gradually lower the export-production ratio from 50% in 2011 to 27% in 2018. The over-supply condition will be worse.
-
C. Mining Industry Law is currently in the occasion of amending, the industry will face more stringent operating requirements and limitations.
-
D. Limestone tax is raised from NT$ 10 to NT$ 70 per metric ton. As well as the recent rise in coal prices will bring to the cement industry to more difficult condition.
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-
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.
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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| - 95 - -95- |
5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | Unit: NT$1,000 Relation with Issuer Raw material supplier Raw material supplier Raw material supplier Construction supplier Unit: NT$1,000 |
Unit: NT$1,000 Relation with Issuer Raw material supplier Raw material supplier Raw material supplier Construction supplier Unit: NT$1,000 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | 2017 | |||||||||||||||
| Item | Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer | ||||||||
| 1 | BB Co.,Australia | 772,217 | 32.82 | Raw material supplier | BB Co.,Australia | 853,546 | 37.23 | Raw material supplier | ||||||||
| 2 | ChungLingCo. | 266,008 | 11.31 | Raw material supplier | ChungLingCo. | 317,095 | 13.83 | Raw material supplier | ||||||||
| 3 | AA Co., Australia | 116,132 | 4.94 | Raw material supplier | Fu Shan Mineral Stone |
109,987 | 4.80 |
Raw material supplier | ||||||||
| 4 | YuantaiCorp. | 66,731 | 2.84 | Construction supplier | YuantaiCorp. | 72,000 | 3.14 | Construction supplier | ||||||||
| Others | 1,131,811 | 48.09 | Others | 940,063 | 41.00 |
|||||||||||
| Net Total Supplies | 2,352,899 | 100.00 | Net | Total Supplies | 2,292,691 | 100.00 | ||||||||||
| Note: Variations are because of market mechanisms. 5.2.5 Major Clients Information for the Last Two Years |
||||||||||||||||
| 2016 | 2017 | |||||||||||||||
| Item | Company Name |
Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer |
||||||||
| 1 | Ya Tung Ready-Mixed Concrete Co. |
1,448,242 | 15.18 | Subsidiary | Ya Tung Ready-Mixed Concrete Co. |
1,361,340 | 17.42 | Subsidiary | ||||||||
| Others | 8,092,997 | 84.82 | Others | 6,454,365 | 82.58 | |||||||||||
| Net Sales | 9,541,239 | 100.00 | Net Sales | 7,815,705 | 100.00 | |||||||||||
| Note: Variations are because of market mechanisms. |
5.2.6 Output of Main Products 2016-2017
1. ACC (Taiwan)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Output Product |
2015 | 2016 | ||||
|---|---|---|---|---|---|---|
| Capacity | Production Volume |
Production Value |
Capacity | Production Volume |
Production Value |
|
| Cement & Clinker | 5,597 | 4,118 | 7,522,997 | 5,597 | 3,575 | 6,739,549 |
2. ACC (China)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Output Product |
2016 | 2017 | ||||
|---|---|---|---|---|---|---|
| Capacity | Production Volume |
Production Value |
Capacity | Production Volume |
Production Value |
|
| Cement & Clinker | 35,500 | 30,695 | 22,486,398 | 35,500 | 29,863 | 24,996,017 |
5.2.7 Sales of Main Products 2016-2017
- ACC (Taiwan)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Sales Product |
2016 | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | 2017 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Cement & Clinker* | 2,698 | 6,108,114 | 1,455 | 2,550,765 | 2,491 | 5,548,571 | 1,108 | 1,702,846 |
- Cement & Clinker produced by the Company.
2. ACC (China)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Sales Product |
2016 | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | 2017 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Cement & Clinker* | 30,673 | 27,224,759 | 207 | 200,571 | 30,028 | 33,264,756 | 151 |
162,895 |
- Cement & Clinker produced by the Company.
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5.3Human Resources
| Year | 2016 | 2017 | As of Mar. 31, 2018 | |
|---|---|---|---|---|
| Number of Employees |
Headquarter | 153 | 154 | 158 |
| Hsinchu Plant | 103 | 100 | 100 | |
| Hualien Plant | 313 | 305 | 302 | |
| Total | 569 | 559 | 560 | |
| Average Age | 47.92 | 47.95 | 47.43 | |
| Average | Years of Service | 21.48 | 20.70 | 19.58 |
| Education | Ph.D. | 0 | 0 | 0 |
| Masters | 12.30% | 12.68% | 13.75% | |
| Bachelor’s Degree | 41.83% | 43.39% | 43.75% | |
| Senior High School | 39.89% | 38.75% | 37.32% | |
| Below Senior High School | 5.98% | 5.18% | 5.18% |
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
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collection equipment.
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 has set up dustproof net outside of the belt conveyor and continued to build 180-meters-long fully-closed belt conveyor in 2016.
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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 $950 million.
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The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.
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In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.
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In 2017, the Hsinchu plant invested NT$ 13.94 million on environment expenditure. In 2017, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 219,962,000.
5.4.3 Greening and Beautification for Quarry Restoration
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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.
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As of 2017, the green restoring area is 61.3 acres which is 73.59% of the quarry, while exploiting operation area is 22.0 acres. 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. The green restoring area will increase 0.85 acres every year.
In 2017, the Hualien plant devoted NT$ 34,180,000 to the greening and beautification of the quarry.
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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.
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- In 2018, the Hualian plant’s Quarry's Green Sustainable Action Plan was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia.
5.4.4 Major Environmental Protection Work in the Future
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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.
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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.
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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,
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such as career development, family issues, and interpersonal relationship.
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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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In 2016, the company continued to implement the high-potential leadership training program in the previous year. The scope covered all subsidiaries of ACC. The program included talent identification, core competency evaluation, and subsequent development training. With the increasingly severe challenges from outside environment, the Company expects that more backbone talents can be developed to lead the organization's sustainable development.
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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 2017, totally 320 training courses were held for ACC employees, roughly 4,800 participants; the relevant expenditures amounted to NT$ 2.5 million.
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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.
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The Company’s management philosophy “Sincerity, Diligence, Thrift, Prudence and innovation” 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.
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For better compliance with corporation governance, the Company has also enacted “Codes of Ethical Conduct” and “Principles for Ethical Management”.
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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 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.
In February 2009, the Hualien plant has passed TOSHMS (Taiwan Occupational Safety and Health Management System). The "CNS15506: 2011 Taiwan Occupational Safety and Health Management System" and "OHSAS18001: 2007 Occupational Safety and Health Management System" currently implemented by Hualien Plant were evaluated and approved by the Foundation for Research and Development of Metal Industry Research and Development Center on June 28, 2016. Its effective period is to June 27, 2019. The Hsinchu Plant also follows the model of Hualien plant for establishing a faultless occupational safety and health management System.
A major occupational disaster occurred in the Company's Hualien Manufacturing Plant in 2017. It was caused by the failure of laborers to comply with SOP operations and non-compliance with hazard warnings. Under conditions without approval and without protective gear, the laborers rushed into the material cabinet and suffocated and died as buried in fallen gypsum material. The Company held a review meeting on July 19, 2017 for effectively improving the management of occupational safety and health, and proposed a strategy for improving the related management and safety to effectively reduce the agglomeration of materials and the frequency of clearing operations. Also, the risk assessment will be re-adopted. The Company will amend the SOP, implement training, and introduce new types of equipment to increase the labor safety.
Due to the major occupational disaster, the Company was designated as the Enhance Enforcement Program (EEP) target by the Occupational Safety and Health Department of the Ministry of Labor to strengthen inspections and the fine was NT$960,000. The Company will strengthen risk assessment, divide the responsible areas to implement active inspections and autonomous management proposals, and reduce irregularities in workplaces to ensure work safety and health.
- B. Workplace environment and labor safety protection
To assure employee safety and health, protect the assets of the Company, and make
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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 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.
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 |
Mega Bills Finance co., Ltd |
2016/12~2020/12 | Company has the right to terminate the issuance after 3 years |
None |
| Bank long-term loan/guarantee |
CTBC Bank Co., Ltd. | 2017/03~2020/05 | Irrevocable commitment facility | None |
| Bank long-term loan/guarantee |
Mizuho Corporate Bank, Taipei Branch |
2017/03~2019/03 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
First Commercial Bank. Tung-Hwa Branch |
2017/04~2019/04 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Taiwan Cooperative Bank | 2017/03~2019/03 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Hwa Nan Commercial Bank. Tung-Hwa Branch |
2017/12~2019/12 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term secured loan |
Far Eastern International Bank Business Dept. |
2018/02~2020/02 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Bank of China | 2017/07~2019/07 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Bank of Taiwan | 2017/02~2019/02 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
E.Sun Commercial Bank |
2017/10~2019/10 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Yuanta Commercial Bank | 2017/12~2019/12 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Chang Hwa Bank Tung-Hwa Branch |
2017/08~2019/08 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Mega International Commercial Bank Foreign Dept. |
2017/06~2019/06 |
Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term secured loan |
Mega International Commercial Bank Foreign Dept. |
2017/06~2019/06 |
Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Land Bank of Taiwan Co., Ltd. |
2017/09~2019/09 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
BNP PARIBAS Taiwan | 2017/04~2019/04 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
KGI Bank | 2017/06~2019/06 | Interest paid monthly, principal repaid at maturity |
None |
| Open-Ended Guarantee |
HSBC Bank (Taiwan) Limited |
2017/04~2019/04 | Guarantee fees paid semi-annually |
None |
| Long term raw material supply |
CC Co., | 2017/05~2017/12 | Contract of Gypsum Purchase | None |
Long term raw material supply |
Chung Ling Co. | 2017/01~2018/06 | Contract of Clay Purchase | None |
Long term raw materialsupply |
Fu Shan Mineral Stone | 2017/09~2018/08 | Contract of limestone Purchase | None |
| Long term construction service provider |
Yuantai Corp. | 2017/09~108/02 | Contract of construction service | None |
| Long term raw material supply |
CC Co., | 2016/12~2017/09 | Contract of Gypsum Purchase | None |
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VI Financial Information
6.1Financial Reports & Audit Results (2013~2017)
6.1.1 Consolidated Balance Sheets
UNIT: NT$1,000
| Year Item |
Year Item |
Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary | ||
|---|---|---|---|---|---|---|
| 2013(Note1) | 2014 | 2015 | 2016 | 2017 | ||
| Current Assets | 65,337,233 | 70,558,875 | 52,844,285 | 42,148,568 | 50,262,702 | |
| Property, Plant and Equipment | 62,481,951 | 70,586,382 | 67,264,573 | 58,832,486 | 53,738,838 | |
| Intangible Assets | 2,176,436 | 5,485,677 | 5,304,367 | 4,866,642 | 4,552,561 | |
| Other Assets | 132,407,961 | 136,188,121 | 144,663,984 | 132,623,089 | 138,510,247 | |
| Total Assets | 262,403,581 | 282,819,055 | 270,077,209 | 238,470,785 | 247,064,348 | |
| Current Liabilities |
BeforeApportioned | 61,955,511 | 64,989,203 | 65,223,927 | 40,857,530 | 53,948,167 |
| After Apportioned | 67,887,477 | 72,384,387 | 68,921,519 | 43,882,832 | - | |
| Non-current Liabilities | 47,605,868 | 56,102,626 | 49,999,090 | 56,950,034 | 47,319,817 | |
| Total Liabilities |
Before Apportioned | 109,561,379 | 121,091,829 | 115,223,017 | 97,807,564 | 101,267,984 |
| After Apportioned | 115,493,345 | 128,487,013 | 118,920,609 | 100,832,866 | - | |
| Equity Attributable To Owners Of The Corporation |
134,448,119 | 141,833,564 | 135,898,873 | 122,663,077 | 127,435,565 | |
| Share Capital | 32,955,365 | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | |
| Capital Surplus | 1,018,079 | 1,073,920 | 1,155,643 | 1,167,881 | 1,168,692 | |
| Retained Earnings |
Before Apportioned | 92,169,086 | 94,863,921 | 91,552,336 | 91,599,413 | 94,196,274 |
| After Apportioned | 85,578,013 | 87,468,737 | 87,854,744 | 88,574,111 | - | |
| Other Equity | 8,305,589 | 12,281,251 | 9,576,422 | (3,718,689) | (1,543,873) | |
| Non-Controlling Interests | 18,394,083 | 19,893,662 | 18,955,319 | 18,000,144 | 18,360,799 | |
| Total Equity |
Before Apportioned | 152,842,202 | 161,727,226 | 154,854,192 | 140,663,221 | 145,796,364 |
| After Apportioned | 146,910,236 | 154,332,042 | 151,156,600 | 137,637,919 | - |
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.
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6.1.2 Consolidated Statements of Comprehensive Income
UNIT: NT$1,000
| UNIT: NT$1,000 | |||||
|---|---|---|---|---|---|
| Year Item |
Five-Year Financial Summary | ||||
| 2013(Note1) | 2014 | 2015 | 2016 | 2017 | |
| Operating Revenue | 70,172,781 | 77,683,281 | 66,287,480 | 60,946,190 | 64,899,248 |
| Realized Gross Profit | 9,042,595 | 11,129,604 | 7,058,747 | 8,588,274 | 10,170,478 |
| Profit From Operations | 6,672,500 | 8,248,404 | 4,039,945 | 6,233,048 | 7,436,716 |
| Non-operating Income And Expenses |
7,409,748 | 5,471,335 | 2,774,213 | 243,541 | 1,062,443 |
| Income Before Income Tax | 14,082,248 | 13,719,739 | 6,814,158 | 6,476,589 | 8,499,159 |
| Net Profit For The Period | 12,164,319 | 10,905,998 | 4,934,483 | 4,683,297 | 6,665,541 |
| Other Comprehensive Income,Net |
2,340,845 | 4,827,293 | (3,860,529) | (14,688,396) | 2,119,539 |
| Total Comprehensive Income For The Period |
14,505,164 | 15,733,291 | 1,073,954 | (10,005,099) | 8,785,080 |
| Net Profit Attributable To Owner Of The Company |
10,517,318 | 9,361,635 | 4,860,241 | 3,945,769 | 5,469,007 |
| Net Profit Attributable To Non-ControllingInterests |
1,647,001 | 1,544,363 | 74,242 | 737,528 | 1,196,534 |
| Total Comprehensive Income Attributable To Owner Of The Company |
12,091,175 | 13,273,390 | 1,343,662 | (9,550,011) | 7,895,746 |
| Total Comprehensive Income Attributable To Non-ControllingInterests |
2,413,989 | 2,459,901 | (269,708) | (455,088) | 889,334 |
| Earnings Per Share | 3.35 | 2.98 | 1.55 | 1.26 | 1.74 |
| Earnings Per Share(Note3) | 3.35 | 2.98 | 1.55 | 1.26 | 1.74 |
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: Based on weighted average outstanding shares in 2017 after subtracting the shares of the Corporation held by the associates treated as treasury stock.
105
6.1.3 Separate Balance Sheets
UNIT: NT$1,000
| Year Item |
Year Item |
Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary | ||
|---|---|---|---|---|---|---|
| 2013(Note) | 2014 | 2015 | 2016 | 2017 | ||
| Current Assets | 20,849,405 | 14,346,035 | 14,560,998 | 8,560,664 | 8,969,876 | |
| Property, Plant and Equipment | 5,113,731 | 4,850,893 | 5,220,819 | 5,142,099 | 4,665,393 | |
| Intangible Assets | 12,435 | 9,808 | 8,639 | 10,287 | 8,948 | |
| Other Assets | 158,769,476 | 168,832,659 | 169,888,349 | 157,629,856 | 166,201,481 | |
| Total Assets | 184,745,047 | 188,039,395 | 189,678,805 | 171,342,906 | 179,845,698 | |
| Current Liabilities |
Before Apportioned | 23,929,318 | 13,024,234 | 23,780,564 | 8,016,448 | 15,051,567 |
| After Apportioned | 29,861,284 | 20,419,418 | 27,478,156 | 11,041,750 | - | |
| Non-current Liabilities | 26,367,610 | 33,181,597 | 29,999,368 | 40,663,381 | 37,358,566 | |
| Total Liabilities |
Before Apportioned | 50,296,928 | 46,205,831 | 53,779,932 | 48,679,829 | 52,410,133 |
| After Apportioned | 56,228,894 | 53,601,015 | 57,477,524 | 51,705,131 | - | |
| Share Capital | 32,955,365 | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | |
| Capital Surplus | 1,018,079 | 1,073,920 | 1,155,643 | 1,167,881 | 1,168,692 | |
| Retained Earnings |
Before Apportioned | 92,169,086 | 94,863,921 | 91,552,336 | 91,599,413 | 94,196,274 |
| After Apportioned | 85,578,013 | 87,468,737 | 87,854,744 | 88,574,111 | - | |
| Other Equity | 8,305,589 | 12,281,251 | 9,576,422 | (3,718,689) | (1,543,873) | |
| Total Equity |
Before Apportioned | 134,448,119 | 141,833,564 | 135,898,873 | 122,663,077 | 127,435,565 |
| After Apportioned | 128,516,153 | 134,438,380 | 132,201,281 | 119,637,775 | - |
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 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
| Year Item |
Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary | ||
|---|---|---|---|---|---|
| 2013(Note1) | 2014 | 2015 | 2016 | 2017 | |
| Operating Revenue | 12,292,506 | 12,394,201 | 12,012,770 | 9,917,334 | 8,186,867 |
| Realized Gross Profit | 846,569 | 1,381,751 | 1,547,808 | 1,288,995 | 670,927 |
| Profit From Operations | 234,523 | 737,270 | 977,733 | 758,915 | 148,282 |
| Non-operating Income And Expenses |
10,651,309 | 9,972,764 | 5,330,300 | 3,792,066 | 5,253,097 |
| Income Before Income Tax | 10,885,832 | 10,710,034 | 6,308,033 | 4,550,981 | 5,401,379 |
| Net Profit For The Year | 10,517,318 | 9,361,635 | 4,860,241 | 3,945,769 | 5,469,007 |
| Other Comprehensive Income , Net |
1,573,857 | 3,911,755 | (3,516,579) | (13,495,780) | 2,426,739 |
| Total Comprehensive Income For The Year |
12,091,175 | 13,273,390 | 1,343,662 | (9,550,011) | 7,895,746 |
| Earnings Per Share | 3.35 | 2.98 | 1.55 | 1.26 | 1.74 |
| Earnings Per Share(Note2) | 3.35 | 2.98 | 1.55 | 1.26 | 1.74 |
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 2017 after subtracting the shares of the Corporation held by the associates treated as treasury stock
6.1.5Auditors’ Opinions from 2013 to 2017
| Year | CPA's Name | Audit 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 |
| 2016 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2017 | 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 (2013~2017) | Financial Analysis (2013~2017) | Financial Analysis (2013~2017) | Financial Analysis (2013~2017) | Financial Analysis (2013~2017) |
|---|---|---|---|---|---|---|
| 2013 (Note) |
2014 (Note) |
2015 | 2016 | 2017 | ||
| Capital Structure Analysis |
Debts Ratio (%) | 41.75 | 42.82 | 42.66 | 41.01 | 40.99 |
| Long-term Fund to Property, Plant and Equipment (%) |
320.81 | 308.60 | 304.55 | 335.89 | 359.36 | |
| Liquidity Analysis |
Current Ratio (%) |
105.46 | 108.57 | 81.02 | 103.16 | 93.17 |
| Quick Ratio (%) | 92.77 | 94.08 | 69.80 | 86.22 | 80.98 | |
| Times Interest Earned (Times) | 9.59 | 9.23 | 5.14 | 4.95 | 5.80 | |
| Operating Performance Analysis |
Average Collection Turnover (Times) | 4.15 | 4.13 | 3.55 | 3.85 | 3.96 |
| Days Sales Outstanding | 88 | 88 | 103 | 95 | 92 | |
| Average Inventory Turnover (Times) | 7.95 | 7.70 | 7.08 | 7.35 | 8.11 | |
| Average Payment Turnover (Times) | 8.16 | 7.36 | 6.42 | 6.64 | 7.3 | |
| Average Inventory Turnover Days | 46 | 47 | 52 | 50 | 45 | |
| Property, Plant and Equipment Turnover (Times) |
1.19 | 1.17 | 0.96 | 0.97 | 1.15 | |
| Total Assets Turnover (Times) | 0.28 | 0.28 | 0.24 | 0.24 | 0.27 | |
| Profitability Analysis |
Return on Total Assets (%) | 5.42 | 4.51 | 2.28 | 2.38 | 3.35 |
| Return on Shareholders’ Equity (%) | 8.18 | 6.93 | 3.12 | 3.17 | 4.65 | |
| Pre-tax Income to Paid-in Capital Ratio (%) |
42.73 | 40.81 | 20.27 | 19.27 | 25.28 | |
| Net Margin (%) | 17.33 | 14.04 | 7.44 | 7.68 | 10.27 | |
| Basic Earnings Per Share (NT$) (Based on outstanding shares in 2017) |
3.35 |
2.98 | 1.55 | 1.26 | 1.74 | |
| Cash Flow | Cash Flow Ratio (%) |
23.86 |
16.38 | 20.95 | 31.37 | 15.09 |
| Cash Flow Adequacy Ratio (%) | 83.14 | 89.91 | 112.25 | 126.91 | 133.25 | |
| Cash Flow Reinvestment Ratio (%) | 4.61 | 2.14 | 2.97 | 4.43 | 2.49 | |
| Leverage | Operating Leverage | 1.72 | 1.72 | 2.42 | 1.87 | 1.70 |
| Financial Leverage | 1.33 | 1.25 | 1.69 | 1.36 | 1.31 | |
| Analysis of deviation of 2017 vs. 2016 over 20%: The increase in Return on Total Assets, Return on Shareholders’ Equity, Pre-tax Income to Paid-in Capital Ratio, Net Margin and Basic Earnings Per Share were mainly due to an increase in net income in 2017. The decrease in Cash Flow Ratio and Cash Flow Reinvestment Ratio were due to a decrease in net cash generated from operating activities in 2017. |
Note: 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.
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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 (2013~2017) | |||||
| 2013 (Note) |
2014 (Note) |
2015 | 2016 | 2017 | ||
| Capital Structure Analysis |
Debts Ratio (%) | 27.23 | 24.57 | 28.35 | 28.41 | 29.14 |
| Long-term Fund to Property, Plant and Equipment (%) |
3,144.78 | 3,607.90 | 3,177.63 | 3,176.26 | 3,532.27 | |
| Liquidity Analysis |
Current Ratio (%) |
87.13 | 110.15 | 61.23 | 106.79 | 59.59 |
| Quick Ratio (%) | 79.16 | 98.10 | 54.65 | 90.84 | 50.93 | |
| Times Interest Earned (Times) | 17.24 | 21.16 | 13.12 | 13.34 | 17.29 | |
| Operating Performance Analysis |
Average Collection Turnover (Times) | 10.39 | 10.42 | 11.34 | 11.10 | 9.37 |
| Days Sales Outstanding | 35 | 35 | 32 | 33 | 39 | |
| Average Inventory Turnover (Times) | 5.99 | 6.33 | 6.68 | 6.07 | 5.83 | |
Average Payment Turnover (Times) |
6.43 | 6.12 | 5.97 | 5.30 | 4.92 | |
| Average Inventory Turnover Days | 61 | 58 | 55 | 60 | 63 | |
| Property, Plant and Equipment Turnover (Times) |
2.33 | 2.49 | 2.39 | 1.91 | 1.67 | |
| Total Assets Turnover (Times) | 0.07 | 0.07 | 0.06 | 0.05 | 0.05 | |
| Profitability Analysis |
Return on Total Assets (%) | 6.27 | 5.26 | 2.80 | 2.36 | 3.27 |
| Return on Shareholders’ Equity (%) | 8.01 | 6.78 | 3.50 | 3.05 | 4.37 | |
| Pre-tax Income to Paid-in Capital Ratio (%) |
33.03 | 31.86 | 18.77 | 13.54 | 16.07 | |
| Net Margin (%) | 85.56 | 75.53 | 40.46 | 39.79 | 66.8 | |
| Basic Earnings Per Share (NT$) (Based on outstanding shares in 2017) |
3.35 | 2.98 | 1.55 | 1.26 | 1.74 | |
| Cash Flow | Cash Flow Ratio (%) |
22.36 | 50.08 | 25.81 | 54.45 | 21.99 |
| Cash Flow Adequacy Ratio (%) | 87.26 | 88.68 | 87.49 | 87.14 | 92.22 | |
| Cash Flow Reinvestment Ratio (%) | (0.10) | 0.37 | (0.84) | 0.46 | 0.19 | |
| Leverage | Operating Leverage | 3.82 | 1.70 | 1.50 | 1.85 | 5.29 |
| Financial Leverage | (0.54) | 3.58 | 2.14 | 1.95 | (0.81) | |
| Analysis of deviation of 2017 vs. 2016 over 20%: The decrease in Current Ratio, Quick Ratio and Cash Flow Ratio were mainly due to an increase in current liability in 2017. The increase in Times Interest Earned, Return on Total Assets, Return on Shareholders’ Equity, Net Margin and Basic Earnings Per Share were mainly due to an increase in net income in 2017. The decrease in Cash Flow Reinvestment Ratio was due to a decrease in net cash generated from operating activities in 2017. The increase in Operating Leverage and the decrease in Financial Leverage were mainly due to a decrease in operating income in 2017. |
Note: 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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*Glossary
1. Capital Structure Analysis
-
(1) Debt Ratio = Total Liabilities / Total Assets
-
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
-
(1) Current Ratio = Current Assets / Current Liabilities
-
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
-
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
3. Operating Performance Analysis
-
(1) Average Collection Turnover = Net Sales / Average Trade Receivables
-
(2) Days Sales Outstanding = 365 / Average Collection Turnover
-
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
-
(4) Average Payment Turnover = Cost of Sales / Average Trade Payables
-
(5) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
- (7) Total Assets Turnover = Net Sales / Average Total Assets
4. Profitability Analysis
-
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets
-
(2) Return on Shareholders’ Equity = Net Income / Average Total Equity
-
(3) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
-
(4) Net Margin = Net Income / Net Sales
-
(5) Basic Earnings Per Share = (Net income attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding
5. Cash Flow
-
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
-
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
-
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
6. Leverage
-
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
-
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)
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6.3 Audit Committee’s Review Report on the 2017 Financial Statements
To: The 2018 Regular Shareholders’ Meeting
The Board of Directors has prepared the Company’s 2017 Business Report, the Proposal for Profit Distribution, and the Financial Statements certified by CPA Ms. Li Wen Kuo and Mr. Yu Wei Fan of the Deloitte & Touche. The Business Report, Financial Statements, and the Proposal for Profit Distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Asia Cement Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Chairman of the Audit Committee: Ta-Chou Huang
May 8, 2018
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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
Opinion
We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance 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 and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
112
Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2017 are stated as follows:
Estimated Impairment of Trade Receivables of Subsidiaries
In the process of estimating impairment of trade receivables, 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. Please refer to Notes 5 and 11. Because the recoverability of trade receivables represents an area of significant judgement and uncertainty, we believe that the estimated impairment of trade receivables is one of key audit matters.
Corresponding audit procedures:
-
We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.
-
We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.
-
We tested recoverability of receivables by vouching cash receipts after the balance sheet date.
-
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.
Fair Value Measurement of Investment Properties
The Group’s investment properties are subsequently measured using the fair value model and valued by independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Please refer to Notes 5 and 18. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we believe that the fair value measurement of investment properties is one of key audit matters.
Corresponding audit procedures:
-
We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.
113
Fair Value Measurement of Financial Instruments with No Active Market
The Group owned equity interests in China Shanshui Cement Group Limited (CSCGL). 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 the trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2017, the trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Group engaged third party qualified appraisers for fair value measurement of CSCGL’s securities. Please refer to Notes 5 and 8. Because the fair value measurement of CSCGL’s securities represents an area of significant judgement and uncertainty, we believe that the fair value measurement of financial instruments with no active market is one of key audit matters.
Corresponding audit procedures:
-
We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.
Other Matter
We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2017 and 2016, on which we have issued an unqualified report.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
114
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
115
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in the independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.
Deloitte & Touche Taipei, Taiwan Republic of China March 23, 2018
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.
116
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 37) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Notes 8 and 39) Debt investments with no active market - current (Notes 6, 10, 37 and 39) Notes receivable Third parties Related parties (Note 37) Trade receivables Third parties (Notes 11 and 12) Related parties (Notes 11 and 37) Other receivables (Notes 13 and 37) Current tax assets (Note 33) Inventories (Note 14) Prepayments (Note 21) Other current assets (Note 23) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 16 and 39) Available-for-sale financial assets - non-current (Notes 8 and 39) Financial assets measured at cost - non-current (Note 9) Debt investments with no active market - non-current (Notes 6, 10, 37 and 39) Property, plant and equipment (Notes 17 and 39) Investment properties (Notes 18, 30 and 39) Intangible assets (Notes 19 and 20) Deferred tax assets (Note 33) Long-term notes receivables and other receivables (Notes 12 and 22) Long-term prepayments for leases (Note 21) Other non-current assets (Notes 23, 29 and 37) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 24 and 37) Short-term bills payable (Note 25) Accounts payable and accrued expenses Third parties Related parties (Note 37) Dividends and bonuses payable Other payable - other (Note 26) Current tax liabilities (Note 33) Provisions - current (Note 28) Customers' deposits and advances (Note 28) Current portion of long-term liabilities (Notes 27 and 37) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 27) Long-term borrowings (Notes 27 and 37) Provisions - non-current (Notes 28 and 40) Deferred tax liabilities (Note 33) Net defined benefit liabilities -non-current (Note 29) Deferred revenue - non-current (Note 28) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 30 and 33) 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 (Note 30) Total equity TOTAL |
2017 Amount % $ 7,739,492 3 322,080 - 7,805,406 3 4,380,928 2 8,328,652 3 - - 9,348,386 4 589,265 - 3,042,831 1 23,145 - 6,572,982 3 1,675,449 1 434,086 - 50,262,702 20 64,859,378 26 18,072,678 7 1,300,668 1 150,549 - 53,738,838 22 35,745,411 14 4,552,561 2 564,185 - 9,566,585 4 3,814,315 2 4,436,478 2 196,801,646 80 $ 247,064,348 100 $ 18,410,863 7 16,124,918 7 7,386,877 3 272,360 - 205,046 - 330,729 - 1,155,972 1 47,646 - 816,299 - 9,197,457 4 53,948,167 22 10,000,000 4 27,277,821 11 451,056 - 8,100,162 3 193,291 - 858,838 1 438,649 - 47,319,817 19 101,267,984 41 33,614,472 14 1,168,692 1 15,068,480 6 63,001,957 25 16,125,837 7 94,196,274 38 (1,543,873) (1) 127,435,565 52 18,360,799 7 145,796,364 59 $ 247,064,348 100 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 7,450,006 3 327,875 - 6,346,839 3 2,507,290 1 4,155,701 2 24,029 - 9,812,374 4 532,754 - 2,740,861 1 25,222 - 6,920,598 3 841,858 1 463,161 - 42,148,568 18 65,435,100 27 13,800,282 6 1,310,918 - 151,846 - 58,832,486 25 35,281,745 15 4,866,642 2 861,406 - 10,191,188 4 4,024,572 2 1,566,032 1 196,322,217 82 $ 238,470,785 100 $ 18,900,622 8 12,032,043 5 7,074,962 3 253,303 - 208,063 - 337,635 - 429,732 - 9,655 - 785,952 - 825,563 1 40,857,530 17 14,094,681 6 32,842,810 14 327,662 - 8,137,817 4 167,129 - 926,923 - 453,012 - 56,950,034 24 97,807,564 41 33,614,472 14 1,167,881 1 14,673,903 6 62,119,922 26 14,805,588 6 91,599,413 38 (3,718,689) (2) 122,663,077 51 18,000,144 8 140,663,221 59 $ 238,470,785 100 |
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, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 31 and 37) OPERATING COSTS (Notes 14, 31, 32 and 37) GROSS PROFIT UNREALIZED GROSS PROFIT ON SALE TO ASSOCIATES REALIZED GROSS PROFIT ON SALE TO ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 32 and 37) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 32) Other gains and losses (Note 32) Finance costs (Note 32) Share of profit or loss of associates and joint ventures Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 33) 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 Share of the other comprehensive income (loss) of associates and joint ventures |
2017 Amount % $ 64,899,248 100 54,728,230 85 10,171,018 15 (540) - - - 10,170,478 15 2,733,762 4 7,436,716 11 1,040,658 2 (728,230) (1) (1,772,075) (3) 2,522,090 4 1,062,443 2 8,499,159 13 1,833,618 3 6,665,541 10 127,020 - 124,241 - 251,261 - |
2016 | ||
|---|---|---|---|---|
| Amount % $ 60,946,190 100 52,358,957 86 8,587,233 14 - - 1,041 - 8,588,274 14 2,355,226 4 6,233,048 10 1,058,684 2 (526,644) (1) (1,638,218) (2) 1,349,719 2 243,541 1 6,476,589 11 1,793,292 3 4,683,297 8 (59,867) - (140,079) - (199,946) - (Continued) |
118
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of other comprehensive loss of associates and joint ventures Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 34) Basic Diluted |
2017 Amount % $ (1,017,135) (1) 4,092,288 6 (1,206,875) (2) 1,868,278 3 2,119,539 3 $ 8,785,080 13 $ 5,469,007 8 1,196,534 2 $ 6,665,541 10 $ 7,895,746 12 889,334 1 $ 8,785,080 13 $1.74 $1.74 |
2016 | ||
|---|---|---|---|---|
| Amount % $ (4,016,914) (7) (7,989,160) (13) (2,482,376) (4) (14,488,450) (24) (14,688,396) (24) $ (10,005,099) (16) $ 3,945,769 7 737,528 1 $ 4,683,297 8 $ (9,550,011) (15) (455,088) (1) $ (10,005,099) (16) $1.26 $1.24 |
||||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
119
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amounts)
| BALANCE, JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Special reserve Cash dividends - $1.1 per share Cash dividends distributed by subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for using equity method Acquisition of additional shares in subsidiaries Net profit for the year ended December 31, 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Other change in equity from investments in associates accounted for using equity method Special reserve reversed BALANCE, DECEMBER 31, 2016 Appropriation of 2016 earnings Legal reserve Special reserve Cash dividends - $0.9 per share Cash dividends distributed by subsidiaries Change in capital surplus from investments in associates and joint ventures accounted for using equity method Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Other change in equity from investments in associates accounted for using equity method BALANCE, DECEMBER 31, 2017 |
Equity Attributable to O | **wners of the Corporation ** | Non-controlling Total Interests $ 135,898,873 $ 18,955,319 - - - - (3,697,592 ) - - (500,037 ) 12,238 - - (41 ) 3,945,769 737,528 (13,495,780 ) (1,192,616 ) (431 ) (9 ) - - 122,663,077 18,000,144 - - - - (3,025,302 ) - - (528,712 ) 811 - 5,469,007 1,196,534 2,426,739 (307,200 ) (98,767) 33 $ 127,435,565 $ 18,360,799 |
Total Equity $ 154,854,192 - - (3,697,592 ) (500,037 ) 12,238 (41 ) 4,683,297 (14,688,396 ) (440 ) - 140,663,221 - - (3,025,302 ) (528,712 ) 811 6,665,541 2,119,539 (98,734) $ 145,796,364 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Capital Stock ** | Issued Amount Capital Surplus $ 33,614,472 $ 1,155,643 - - - - - - - - - 12,238 - - - - - - - - - - 33,614,472 1,167,881 - - - - - - - - - 811 - - - - - - $ 33,614,472 $ 1,168,692 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 14,187,878 $ 61,112,646 $ 16,251,812 486,025 - (486,025 ) - 1,159,506 (1,159,506 ) - - (3,697,592 ) - - - - - - - - - - - 3,945,769 - - (200,669 ) - (1,326 ) 895 - (150,904) 150,904 14,673,903 62,119,922 14,805,588 394,577 - (394,577 ) - 881,019 (881,019 ) - - (3,025,302 ) - - - - - - - - 5,469,007 - - 251,923 - 1,016 (99,783) $ 15,068,480 $ 63,001,957 $ 16,125,837 |
Other Equity | otal Other Equity $ 9,576,422 - - - - - - - (13,295,111 ) - - (3,718,689 ) - - - - - - 2,174,816 - $ (1,543,873) |
||||||||
| Exchange Differences on Translating A Foreign Operations $ 4,209,234 - - - - - - - (4,253,547 ) - - (44,313 ) - - - - - - (2,593,840 ) - $ (2,638,153) |
Unrealized Gain (Loss) on vailable-for-sale Financial Assets $ 5,013,239 - - - - - - - (9,036,793 ) - - (4,023,554 ) - - - - - - 4,751,621 - $ 728,067 |
Unrealized Gain on Revaluation C $ 307,723 - - - - - - - 5 - - 307,728 - - - - - - - - $ 307,728 |
ash Flow Hedge T $ 46,226 - - - - - - - (4,776 ) - - 41,450 - - - - - - 17,035 - $ 58,485 |
|||||||||
| Shares 3,361,447 - - - - - - - - - - 3,361,447 - - - - - - - - 3,361,447 |
The accompanying notes are an integral part of the consolidated financial statements.
120
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (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 Finance cost Dividend income Unrealized foreign exchange loss Gain on disposal of investments Amortization expenses Gain on change in fair value of investment properties Interest income Impairment loss recognized on trade receivables Impairment loss recognized on financial assets Loss (gain) on disposal of property, plant and equipment Net (gain) loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss Effect of changes in exchange rate of bonds payable Reversal of impairment loss on inventory Loss on disposal of intangible assets Gain on disposal of associates Loss on redemption of bonds payable Impairment loss on property, plant and equipment 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 Deferred revenue Cash generated from operations Interests received Dividends received Interests paid Income tax expenses paid Net cash generated from operating activities |
2017 $ 8,499,159 4,839,940 (2,522,090) 1,772,075 (616,680) 419,217 (393,588) 337,651 (216,580) (179,840) 159,402 122,619 103,818 (31,422) (7,470) (4,401) 1,030 (76) - - 4,949 37,397 (4,188,102) 596,114 (365,498) 278,234 (810,951) 12,784 496,543 153,618 41,831 (1,661) (68,085) 8,469,937 191,079 2,298,195 (1,731,570) (1,088,593) 8,139,048 |
2016 $ 6,476,589 5,241,445 (1,349,719) 1,638,218 (787,459) 2,620 (198,564) 202,093 (647,946) (207,661) 77,457 109,055 (8,422) 174,920 (159,295) (47,745) - - 298,893 104,772 3,368 (28,212) 1,738,330 559,433 (33,852) 135,714 224,401 24,357 (1,040,880) 751 139,454 (22,939) (68,085) 12,551,091 216,152 2,808,990 (1,508,280) (1,250,522) 12,817,431 (Continued) |
|---|---|---|
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from sale of available-for-sale financial assets (Increase) decrease in debt investments with no active market Increase in long-term prepayments for investment Acquisition of property, plant and equipment (Increase) decrease in refundable deposits Proceeds from disposal of property, plant and equipment Cash receipt of capital reduction from investments accounted for using equity method Acquisition of investment properties Increase in prepayments for lease Cash receipt of capital reduction from available-for-sale financial assets Acquisition of associates and joint ventures Acquisition of intangible assets Cash receipt of capital reduction from financial assets measured at cost Decrease (increase) in other non-current assets Net cash inflow on disposal of associate Proceeds from sale of derivative instruments not held for trading Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of long-term borrowings Proceeds from long-term borrowings Increase (decrease) in short-term bills payable Dividends paid Change of non-controlling interests (Decrease) increase in short-term borrowings Decrease in other non-current liabilities Increase in guarantee deposits received Repayments of bonds Proceeds from issue of bonds Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2017 $ (6,799,317) 5,689,530 (2,037,434) (1,954,754) (1,157,324) (711,225) 150,935 115,631 (48,967) (27,997) 16,880 (16,024) (13,608) 5,841 2,950 86 - (6,784,797) (34,878,734) 33,917,158 4,094,700 (3,025,272) (528,712) (300,971) (63,285) 5,561 - - (779,555) (285,210) |
2016 $ (3,252,940) 2,904,802 2,885,375 - (1,250,087) 1,085,701 90,775 - (8,214) (577,914) - (32,581) (63,358) - (6,308) - 555,733 2,330,984 (41,250,977) 35,487,417 (1,414,200) (3,697,567) (500,078) 972,525 (30,825) 2,516 (13,894,347) 6,000,000 (18,325,536) (396,962) (Continued) |
|---|---|---|
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ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| NET INCREASE (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 |
2017 $ 289,486 7,450,006 $ 7,739,492 |
2016 $ (3,574,083) 11,024,089 $ 7,450,006 |
|---|---|---|
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
Opinion
We have audited the accompanying financial statements of Asia Cement Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2017 and 2016, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
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. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Corporation’s financial statements for the year ended December 31, 2017 are stated as follows:
Estimated Impairment of Trade Receivables of Subsidiaries
In the process of estimating impairment of trade receivables, the Corporation’s subsidiaries take 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. Because the recoverability of trade receivables represents an area of significant judgement and uncertainty, we believe that the estimated impairment of trade receivables is one of key audit matters.
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Corresponding audit procedures:
-
We obtained an understanding and performed tests of the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.
-
We evaluated the reasonableness of allowance for impairment loss by testing the ageing of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.
-
We tested recoverability of receivables by vouching cash receipts after the balance sheet date.
-
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.
Fair Value Measurement of Investment Properties
The Corporation’s and its subsidiaries’ investment properties are subsequently measured using the fair value model and valued by independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Please refer to Notes 5 and 15. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we believe that the fair value measurement of investment properties is one of key audit matters.
Corresponding audit procedures:
-
We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We tested samples of items from management’s supporting documentation, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in valuation process and reperformed the calculation of fair value.
Fair Value Measurement of Financial Instruments with No Active Market
The Corporation and its subsidiaries owned equity interests in China Shanshui Cement Group Limited (CSCGL). 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 the trading of CSCGL’s securities until the percentage of securities in public hands satisfies the minimum requirement. As of December 31, 2017, the trading of CSCGL’s securities was still suspended and there was no quoted price in active markets. The Corporation engaged third party qualified appraisers for fair value measurement of CSCGL’s securities. Please refer to Notes 5 and 8. Because the fair value measurement of CSCGL’s securities represents an area of significant judgement and uncertainty, we believe that the fair value measurement of financial instruments with no active market is one of key audit matters.
Corresponding audit procedures:
-
We assessed the competencies and independence of the appraiser engaged by the management and obtained an understanding of the scope of work and the process of engagement acceptance to evaluate the risk that the appraiser’s independence might be impaired and the scope of the appraiser’s work was limited.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
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- We obtained an understanding of management’s relevant financial data, including verifying the reasonableness of enterprise value/sales, enterprise value/earnings before interest, taxes, and amortization, value of equity securities/net equity and price-to-book ratio of other comparable listed companies used in the valuation process and reperformed the calculation of fair value.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that
126
achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in the independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.
Deloitte & Touche Taipei, Taiwan Republic of China
March 23, 2018
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, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 30) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Notes 8 and 32) Debt investments with no active market - current (Notes 6, 10 and 30) Notes receivable Third parties Related parties (Note 30) Trade receivables Third parties (Note 11) Related parties (Notes 11 and 30) Other receivables (Note 30) Current tax assets (Note 26) Inventories (Note 12) Prepayments (Note 17) Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 13 and 32) 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 32) Investment properties (Notes 15, 30 and 32) Intangible assets (Note 16) Deferred tax assets (Note 26) Long-term prepayments for leases (Note 17) Other non-current assets (Notes 18, 22 and 30) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bills payable (Note 19) Accounts payable and accrued expenses Third parties Related parties (Note 30) Dividends and bonuses payable Current tax liabilities (Note 26) Customers' deposits and advances (Note 21) Current portion of long-term liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 20) Long-term borrowings (Note 20) Deferred income tax liabilities (Note 26) Deferred revenue - non-current (Note 21) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Notes 23 and 26) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2017 Amount % $ 815,926 1 171,500 - 3,063,312 2 2,596,386 1 102,303 - - - 365,037 - 399,481 - 33,114 - 5,664 - 1,303,587 1 105,239 - 8,327 - 8,969,876 5 109,772,422 61 9,044,215 5 128,793 - 4,665,393 3 42,019,637 23 8,948 - 168,986 - 259,142 - 4,808,286 3 170,875,822 95 $ 179,845,698 100 $ 9,128,405 5 1,342,662 1 172,116 - 201,986 - - - 117,786 - 4,088,612 2 15,051,567 8 10,000,000 6 18,574,083 10 7,894,060 4 858,838 1 31,585 - 37,358,566 21 52,410,133 29 33,614,472 19 1,168,692 1 15,068,480 8 63,001,957 35 16,125,837 9 94,196,274 52 (1,543,873) (1) 127,435,565 71 $ 179,845,698 100 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 2,119,151 1 160,600 - 3,175,297 2 798,602 1 111,084 - 24,029 - 361,852 - 382,855 - 20,279 - 3,397 - 1,278,584 1 116,830 - 8,104 - 8,560,664 5 106,904,196 63 6,341,274 4 133,202 - 5,142,099 3 41,557,622 24 10,287 - 368,164 - 299,887 - 2,025,511 1 162,782,242 95 $ 171,342,906 100 $ 6,139,093 3 1,303,039 1 238,549 - 201,956 - 3,879 - 129,932 - - - 8,016,448 4 14,094,681 8 17,681,007 10 7,928,785 5 926,923 1 31,985 - 40,663,381 24 48,679,829 28 33,614,472 20 1,167,881 1 14,673,903 8 62,119,922 36 14,805,588 9 91,599,413 53 (3,718,689) (2) 122,663,077 72 $ 171,342,906 100 |
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, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 24 and 30) OPERATING COSTS (Notes 12, 24, 25 and 30) GROSS PROFIT UNREALIZED GROSS PROFIT ON SALE TO SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT ON SALE TO SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 25 and 30) OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Other gains and losses (Note 25) Finance costs (Note 25) Share of the profit or loss of subsidiaries and associates Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 26) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income (loss) of subsidiaries and associates |
2017 Amount % $ 8,186,867 100 7,525,121 92 661,746 8 - - 9,181 - 670,927 8 522,645 6 148,282 2 439,018 5 (85,962) (1) (331,552) (4) 5,231,593 64 5,253,097 64 5,401,379 66 (67,628) (1) 5,469,007 67 148,032 2 103,891 1 251,923 3 |
2016 | ||
|---|---|---|---|---|
| Amount % $ 9,917,334 100 8,626,794 87 1,290,540 13 (1,545) - - - 1,288,995 13 530,080 5 758,915 8 680,961 7 216,108 2 (368,940) (4) 3,263,937 33 3,792,066 38 4,550,981 46 605,212 6 3,945,769 40 (62,582) (1) (138,082) (1) (200,664) (2) (Continued) |
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ASIA CEMENT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Unrealized gain (loss) on available-for-sale financial assets Share of the other comprehensive income (loss) of subsidiaries and associates Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted |
2017 Amount % $ 1,745,213 21 429,603 5 2,174,816 26 2,426,739 29 $ 7,895,746 96 $ 1.74 $ 1.74 |
2016 | |||
|---|---|---|---|---|---|
| Amount $ (2,914,758) (10,380,358) (13,295,116) (13,495,780) $ (9,550,011) $ 1.26 $ 1.24 |
% (29) (105) (134) (136) (96) |
||||
| $ | |||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
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ASIA CEMENT CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Per Share Amount)
| BALANCE AT JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Special reserve Cash dividends - $1.1 per share Change in capital surplus from investments in subsidiaries and associates accounted for using equity method Net income in 2016 Other comprehensive income (loss) for the year ended December 31, 2016, net of income tax Other change in equity from investments in subsidiaries and associates accounted for using equity method Special reserve reversed BALANCE AT DECEMBER 31, 2016 Appropriation of 2016 earnings Legal reserve Special reserve Cash dividends - $0.9 per share Change in capital surplus from investments in subsidiaries and associates accounted for using equity method Net income in 2017 Other comprehensive income (loss) for the year ended December 31, 2017, net of income tax Other change in equity from investments in subsidiaries and associates accounted for using equity method BALANCE AT DECEMBER 31, 2017 |
Capital Stock Issued Shares Amount Capital Surplus 3,361,447 $ 33,614,472 $ 1,155,643 - - - - - - - - - - - 12,238 - - - - - - - - - - - - 3,361,447 33,614,472 1,167,881 - - - - - - - - - - - 811 - - - - - - - - - 3,361,447 $ 33,614,472 $ 1,168,692 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 14,187,878 $ 61,112,646 $ 16,251,812 486,025 - (486,025) - 1,159,506 (1,159,506) - - (3,697,592) - - - - - 3,945,769 - - (200,669) - (1,326) 895 - (150,904) 150,904 14,673,903 62,119,922 14,805,588 394,577 - (394,577) - 881,019 (881,019) - - (3,025,302) - - - - - 5,469,007 - - 251,923 - 1,016 (99,783) $ 15,068,480 $ 63,001,957 $ 16,125,837 |
Other Equity | Total $ 9,576,422 - - - - - (13,295,111) - - (3,718,689) - - - - - 2,174,816 - $ (1,543,873) |
Total Equity $ 135,898,873 - - (3,697,592) 12,238 3,945,769 (13,495,780) (431) - 122,663,077 - - (3,025,302) 811 5,469,007 2,426,739 (98,767) $ 127,435,565 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ 4,209,234 - - - - - (4,253,547) - - (44,313) - - - - - (2,593,840) - $ (2,638,153) |
Unrealized Gain (Loss) on Available-for- sale Financial Assets $ 5,013,239 - - - - - (9,036,793) - - (4,023,554) - - - - - 4,751,621 - $ 728,067 |
Unrealized Gain on Revaluation $ 307,723 - - - - - 5 - - 307,728 - - - - - - - $ 307,728 |
Cash Flow Hedge $ 46,226 - - - - - (4,776) - - 41,450 - - - - - 17,035 - $ 58,485 |
||||||||
| Shares 3,361,447 - - - - - - - - 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, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of profit of subsidiaries and associates Depreciation expenses Gain on change in fair value of investment properties Finance cost Dividend income Unrealized foreign exchange loss Interest income Gain on disposal of available-for-sale financial assets Net (gain) loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss (Realized) unrealized gross profit on sale to subsidiaries and associates Effect of changes in exchange rate of bonds payable Amortization expenses Reversal of impairment loss on trade receivables Loss on disposal of property, plant and equipment Loss on redemption of bonds payable Impairment loss recognized on financial assets Other items Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Net defined benefit assets Accounts payable and accrued expenses Customers' deposits and advances Deferred revenue Cash generated from operations Interest received Interest paid Dividend received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in long-term prepayment for investment (Increase) decrease in debt investments with no active market Acquisition of available-for-sale financial assets |
2017 2016 $ 5,401,379 $ 4,550,981 (5,231,593) (3,263,937) 641,963 636,521 (380,386) (899,748) 331,552 368,940 (297,566) (362,946) 257,339 177,432 (57,841) (57,613) (34,961) - (10,900) 188,997 (9,181) 1,545 (7,470) (159,295) 3,438 3,786 (254) (465) 79 32 - 298,893 - 39,515 4,409 4,409 32,810 11,504 (28,858) 13,285 (12,540) 10,568 (25,003) 285,517 52,336 102,678 (223) 866 (20,774) (49,247) (53,426) (196,395) (12,146) (4,083) (68,085) (68,085) 474,098 1,633,655 57,546 56,366 (325,003) (257,163) 3,105,652 3,102,857 (2,267) (170,836) 3,310,026 4,364,879 (1,911,179) - (1,872,833) 927,183 (899,109) - (Continued) |
|---|---|
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ASIA CEMENT CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)
| (Increase) decrease in refundable deposits Proceeds from disposal of available-for-sale financial assets Acquisition of property, plant and equipment Acquisition of investment properties Acquisition of intangible assets Proceeds from sale of derivative instruments not held for trading Proceeds from disposal of property, plant and equipment Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid Increase (decrease) in short-term bills payable (Decrease) increase in guarantee deposits received Repayments of bonds Proceeds from issue of bonds Decrease in short-term borrowings Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS 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 |
2017 $ (720,804) 286,209 (172,142) (48,967) (2,099) - - (5,340,924) 18,588,000 (17,700,000) (3,025,272) 2,990,000 (400) - - - 852,328 (124,655) (1,303,225) 2,119,151 $ 815,926 |
2016 $ 1,128,727 - (557,953) (44,241) (5,434) 489,200 8,435 1,945,917 17,700,000 (13,437,000) (3,697,567) (1,613,000) 2,600 (13,894,347) 6,000,000 (50,000) (8,989,314) (78,477) (2,756,995) 4,876,146 $ 2,119,151 |
|---|---|---|
The accompanying notes are an integral part of the financial statements.
(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 |
2016 | 2017 | Variance | |
| Amount | % | |||
| Current Assets | 42,148,568 | 50,262,702 | 8,114,134 | 19 |
| Property, Plant and Equipment |
58,832,486 | 53,738,838 | (5,093,648) | (9) |
| Intangible Assets | 4,866,642 | 4,552,561 | (314,081) | (6) |
| Other Assets | 132,623,089 | 138,510,247 | 5,887,158 | 4 |
| Total Assets | 238,470,785 | 247,064,348 | 8,593,563 | 4 |
| Current Liabilities | 40,857,530 | 53,948,167 | 13,090,637 | 32 |
| Non-current Liabilities | 56,950,034 | 47,319,817 | (9,630,217) | (17) |
| Total Liabilities | 97,807,564 | 101,267,984 | 3,460,420 | 4 |
| Equity Attributable To Owners Of The Corporation |
122,663,077 | 127,435,565 | 4,772,488 | 4 |
| Share Capital | 33,614,472 | 33,614,472 | 0 | 0 |
| Capital Surplus | 1,167,881 | 1,168,692 | 811 | 0 |
| Retained Earnings | 91,599,413 | 94,196,274 | 2,596,861 | 3 |
| Other Equity | (3,718,689) | (1,543,873) | 2,174,816 | 58 |
| Non-Controlling Interests | 18,000,144 | 18,360,799 | 360,655 | 2 |
| Total Equity | 140,663,221 | 145,796,364 | 5,133,143 | 4 |
| Analysis of deviation over 20%: 1. The increase of current liabilities were mainly due to the increase of current portion of long-term liabilities. 2. Other equity increased mainly resulted from the increase of unrealized gains on available-for-sale financial assets. |
134
7.2 Analysis of Financial Performance
UNIT: NT$1,000
| UNIT: NT$1,000 | UNIT: NT$1,000 | |||
|---|---|---|---|---|
| Year Item |
2016 | 2017 | Variance | |
| Amount | % | |||
| Operating Revenue | 60,946,190 | 64,899,248 | 3,953,058 | 6 |
| Operating Costs | 52,358,957 | 54,728,230 | 2,369,273 | 5 |
| Gross Profit | 8,587,233 | 10,171,018 | 1,583,785 | 18 |
| Realized(Unrealized) Gross Profit | 1,041 | (540) | (1,581) | (152) |
| Realized Gross Profit | 8,588,274 | 10,170,478 | 1,582,204 | 18 |
| Operating Expenses | 2,355,226 | 2,733,762 | 378,536 | 16 |
| Profit From Operations | 6,233,048 | 7,436,716 | 1,203,668 | 19 |
| Non-operating Income And Expenses | 243,541 | 1,062,443 | 818,902 | 336 |
| Income Before Income Tax | 6,476,589 | 8,499,159 | 2,022,570 | 31 |
| Income Tax Expense | 1,793,292 | 1,833,618 | 40,326 | 2 |
| Net Profit For The Year | 4,683,297 | 6,665,541 | 1,982,244 | 42 |
| Other Comprehensive Income , Net | (14,688,396) | 2,119,539 | 16,807,935 | 114 |
| Total Comprehensive Income For The Year |
(10,005,099) | 8,785,080 | 18,790,179 | 188 |
| Net Profit Attributable To OwnerOf The Company |
3,945,769 | 5,469,007 | 1,523,238 | 39 |
| Net Profit Attributable To Non-ControllingInterests |
737,528 | 1,196,534 | 459,006 | 62 |
| Total Comprehensive Income AttributableTo OwnerOf The Company |
(9,550,011) | 7,895,746 | 17,445,757 | 183 |
| Total Comprehensive Income AttributableTo Non-ControllingInterests |
(455,088) | 889,334 | 1,344,422 | 295 |
| 1. Analysis of deviation over 20% : The increase of the unrealized gross loss resulted from the transactions with affiliated companies in 2017. The increase of non-operating income and expenses was mainly due to the increase of investment revenue . The increase of the income before income tax and net profit for the year were mainly due to the increase of China cement business profit. Other comprehensive income increased mainly due to the increase of unrealized gains on available-for-sale financial assets. 2.Expected sales volume in next one year and the reason for such expectation. The impact of such expectation on the Company’s financial situation and operational performances, and the Company’splan: Please refer to the “Letter to Shareholders”. |
- Analysis of deviation over 20% :
The increase of the unrealized gross loss resulted from the transactions with affiliated companies in 2017.
The increase of non-operating income and expenses was mainly due to the increase of investment revenue .
The increase of the income before income tax and net profit for the year were mainly due to the increase of China cement business profit.
Other comprehensive income increased mainly due to the increase of unrealized gains on available-for-sale financial assets.
2.Expected sales volume in next one year and the reason for such expectation. The impact of such expectation on the Company’s financial situation and operational performances, and the Company’s plan: Please refer to the “Letter to Shareholders”.
135
7.3 Analysis of Cash Flow
(1)The Analysis for Changing of Cash Flow for 2017
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Cash Balance in the Beginning |
Net Cash Inflows from Operating Activities |
Total Cash Outflows |
The Cash Surplus |
Source of Funding for Negative Cash Balance |
|
| Investing Plans |
Financing Plans |
||||
| 7,450,006 | 8,139,048 | 7,849,562 | 7,739,492 | - | - |
-
Operating Activities: Mainly generated from operations NT$8,469,937 thousand and dividends received NT$2,298,195 thousand .
-
Investing Activities: Mostly for net increase in financial assets NT$4,979,561 thousand.
-
Financing activities: Mostly for payout of cash dividends NT$3,025,272 thousand and net increase in short-term and long-term loans NT$2,832,153 thousand.
-
(2)Remedy plans for insufficient liquidity for 2017
:Not Applicable. -
(3)Liquidity Analysis for the Coming Year
Unit: NT$1,000
| Cash Balance in the Beginning |
Expected Net Cash Inflows from Operating Activities |
Expected Total Cash Outflows |
Expected Cash Surplus |
Expected Source of Funding for Negative Cash Balance |
Expected Source of Funding for Negative Cash Balance |
|---|---|---|---|---|---|
| Investing Plans |
Financing Plans |
||||
| 7,739,492 | 8,437,423 | 10,697,717 | 5,479,198 | - | - |
-
Operating Activities
:Mainly from operating income and cash dividends received. -
Investing Activities
:Primarily for investment in capital expenditures. -
Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.
7.4 Impacts of Major Capital Expenditures on Finance and Operation
7.4.1 Major Capital Expenditures and Funding Sources
UNIT: NT$1,000
| Projects | Actual or Expected Source of Capital |
Actual or Expected Date of Completion |
Total Capital |
Capital Expenditures | Capital Expenditures | Capital Expenditures | |||
|---|---|---|---|---|---|---|---|---|---|
Actual |
Expected | ||||||||
| 2012~2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||
| Installation constructions of new indoor coal bunker , stacker reclaimer and material conveyor system in Hualienplant |
Self-owned capital |
Dec. 2021 | 556,160 | 10,233 | 70 | 11,500 | 140,000 | 100,000 | 294,357 |
7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure
-
A. To prevent coal heaps from collapsing due to heavy rain, and the corresponding cost from the damage to the machine and from rebuilding the coal heaps, and to ensure the water discharge during the period is in compliance with the environmental regulations.
-
B. To prevent coal from absorbing excessive water during the heavy rain which could cause some loss due to the reduction or interruption of clinker production.
136
7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its
Gain or Loss and Improvement Plan and Investment Plans for Next Year
The majority of the company’s investments were for long-term strategic purposes. In 2016, the total gain through equity method by the company was NT$ 2,522,090 (on consolidated basis). In the future, the company will continue to focus on strategic purposes through prudent assessment.
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 2017 are as follows:
Unit:NT$1,0002017 (454,600) 64,899,248 (0.7%) 7,436,716 (6.1%) |
|
|---|---|
| Item\Year | 2017 |
| Foreign Exchange Gains (Losses) (A) |
(454,600) |
| OperatingRevenue(B) | 64,899,248 |
| % of Operating Revenue (A)/(B) |
(0.7%) |
| OperatingIncome(C) | 7,436,716 |
| % of OperatingIncome(A)/(C) | (6.1%) |
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 such 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.
137
※ Interest rate impact:
The percentage of interest revenue/losses over operating revenue and operating income in 2017 are as follows:
Unit:NT$1,0002017 (1,592,235) 64,899,248 (2.5%) 7,436,716 (21.4%) |
|
|---|---|
| Item \ Year | 2017 |
| Interest Revenue(Losses) (A) | (1,592,235) |
| OperatingRevenue(B) | 64,899,248 |
| % of OperatingRevenue(A)/(B) | (2.5%) |
| OperatingIncome(C) | 7,436,716 |
| % of OperatingIncome(A)/(C) | (21.4%) |
If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2017 would have decreased/increased by NT$3,264 thousand, mainly due to the Group’s exposure to interest rates on its floating-rate bank borrowings and bank deposits’ interest revenue and expenses.
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 0.62% in 2017. 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.
138
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, highly leveraged investments and loaning to others or derivatives.
The Company provided endorsement and guarantee for its subsidiaries according to “Procedures for Endorsement and Guarantee”. Its balance was NT$22,632,412,000 and NT$ 22,375,427,000 by the end of 2017 and the end of March 2018 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.
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 | Hualien Plant No. 3 Cooler Improvement Project | 240,000 |
| 2 | The technology of automatic air-jet sieving | 380 |
| 3 | Technology of Powder-homogenizing in closed- system | 800 |
| Total | 241,180 |
-
◎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.
139
-
◎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.
140
VIII Special Disclosure
8.1 Organizational Chart of Affiliated Companies
==> picture [523 x 490] 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 90.00% HUANGGANG YADONG CEMENT
0.07% CORP. CO., LTD. 10.00%
0.20% 90.00% WUHAN YADONG CEMENT CO., 100.00% WUHAN YALI CEMENT
LTD. PRODUCTS CO., LTD.
ASIA 67.73% ASIA CEMENT (CHINA) HOLDINGS CO. 100.00% PERFECT INDUSTRIAL HOLDINGS PTE. LTD. 100.00% 10.00% 48.00%
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% 99.56% 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. 22.31% 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.
77.69% 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 -----
-141-
8.2 Basic Information of Affiliated Companies
Currency: NT$ (except otherwise specified) Unit: $1,000
| Unit: $1,000 | Unit: $1,000 | ||
|---|---|---|---|
| As of December 31,2017 | |||
| Company Name | Establishing | Paid-in | Main business or |
| Date | **Capital ** | **Production Item ** | |
| FU MING TRANSPORTATION CO., LTD. | Feb. 1980 | 295,695 | Transportation |
| Address: 23F., No.16-1, Xinzhan Rd., Banqiao Dist., | |||
| NewTaipeiCity | |||
| YUAN LONG STAINLESS STEEL CORP. | Dec. 2005 | 2,000,000 | Stainless steel |
| Address: No.28, Daye S. Rd., Xiaogang Dist., | |||
| Kaohsiung City | |||
| SUNRISE INDUSTRIAL HOLDINGS LTD. | Apr. 1996 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 90 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| NAN HWA CEMENT CORP. | May. 1979 | 261,440 | Cement, |
| Address: No.90, Sec. 2, Linkong. Rd., Longchin | Blast-Furnace Slag, | ||
| Dist., Taichung City | 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 | 5,956,218 | 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 | 1,575,000 | Ready-mixed |
| Address: No.139, Sec. 1, Datong Rd., Xizhi Dist., | concrete, Cement | ||
| New Taipei City | products | ||
| ASIA INVESTMENT CORP. | Oct. 1998 | 2,084,879 | 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: 23F., No.16-1, Xinzhan Rd., Banqiao Dist., | |||
| NewTaipeiCity | |||
| PERFECT INDUSTRIAL HOLDINGS PTE. LTD. | May. 1997 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 9,379 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ORIENTAL CONCRETE PTE. LTD. | Oct. 1980 | SGD | Ready-mixed |
| Address: 5 Little Road #09-01 Cemtex Industrial | 17,000 | concrete, Leasing | |
| BuildingSingapore 536983 |
-142-
| Company Name | Establishing | Paid-in | Main business or |
|---|---|---|---|
| Date | **Capital ** | **Production Item ** | |
| FU SHAN MINERAL STONE CO., LTD. | Dec. 1970 | 13,000 | Mining excavation, |
| Address: No.125, Xinxing Rd., Xincheng Township, | mineral processing | ||
| HualienCounty | and sales | ||
| 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 Chambers, 4th Floor, Ellen | 19,600 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| AC LEAP INVESTMENT. LTD. | Nov. 2010 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 19,600 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| AC MEGA II INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 10,000 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| AC MEGA III INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 10,000 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| AC MEGA IV INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 19,400 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin 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 | 8,000 | ||
| 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 | |||
| Province | |||
| YA SING READY-MIXED CONCRETE CORP. | Apr. 2000 | 100,000 | Ready-mixed |
| Address: No.350, Niupu S. Rd., Xiangshan Dist., | concrete | ||
| Hsinchu City | |||
| ASIA CEMENT EXPLORER INVESTMENT. LTD. | Aug. 2008 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 11,415 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ASIA CEMENT PIONEER INVESTMENT. LTD. | Aug. 2008 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 66,550 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ASIA CEMENT PIONEER II INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 18,500 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| British Virgin Islands |
-143-
| Company Name | Establishing | Paid-in | Main business or |
|---|---|---|---|
| Date | **Capital ** | **Production Item ** | |
| ASIA CEMENT PIONEER III INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 10,000 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ASIA CEMENT PIONEER IV INVESTMENT. LTD. | June. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 9,510 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin 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 | Ready-mixed |
| Address: 11/F Lippo Leighton Tower, 103 Leighton | 10 | concrete, Barges | |
| Road, CausewayBay,HongKong | |||
| JOIN FORTUNE TRADING LTD | Jul. 2012 | USD | Investment |
| Address: 263 MAIN STREET, ROAD TOWN, | 2,980 | ||
| 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, Clinker, |
| Address: No.6, Yadong Road, Ma-Tou Town, Rui | 356,104 | Blast-Furnace Slag, | |
| Chang City, Jiangxi Province, China | Cement products | ||
| HUANGGANG YADONG CEMENT CO., LTD. | Aug. 2006 | USD | Cement, Clinker, |
| Address: 5 Tiyu Avenue,Huangzhou Zone, | 86,170 | Blast-Furnace Slag, | |
| Huanggang City,Hubei Province, China | Cement products | ||
| WUHAN YADONG CEMENT CO., LTD. | Nov. 1999 | USD | Cement Grinding, |
| Address: Cihui Avenue, Wujiashan Taiwan Business | 36,140 | Blast-Furnace Slag | |
| InvestmentZone,Dongxihu, Wuhan, China | |||
| ORIENTAL HOLDINGS CO., LTD. | July. 2003 | USD | Investment |
| Address: Room 305A,No 2875,South Yanggao Rd, | 130,407 | ||
| 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 |
-144-
| Company Name | Establishing | Paid-in | Main business or |
|---|---|---|---|
| Date | **Capital ** | **Production Item ** | |
| YANGZHOU YADONG CEMENT CO., LTD. | July. 2006 | USD | Cement Grinding, |
| Address: No.7 Gudu Road BaliTown, Yangzhou | 35,530 | Blast-Furnace Slag, | |
| Economic Development Zone Yangzhou | Ready-mixed | ||
| City Jiangsu Province China | concrete, Cement | ||
| products | |||
| SICHUAN YADONG CEMENT CO., LTD. | Nov. 2004 | USD | Cement, Clinker, |
| Address: No.66 AnPeng Road, Tianpeng Town, | 368,340 | Blast-Furnace Slag, | |
| Pengzhou, Chengdu City, Sichuan, China | Cement products | ||
| HUBEI YADONG CEMENT CO., LTD. | June. 2005 | USD | Cement, Clinker, |
| Address: No.66 Ya Dong Avenue, Pingjiang West | 154,800 | Blast-Furnace Slag, | |
| Road, Yangluo Economic Development | Cement products | ||
| Zone, WuhanCity,Hubei Province, China | |||
| 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. | Apr. 2005 | RMB | Transportation |
| Address: No.8, Yadong Road, Ma-Tou Town, Rui | 12,500 | ||
| Chang City, Jiangxi Province, China | |||
| NANCHANG YADONG CEMENT CO., LTD. | Jan. 2004 | RMB | Cement Grinding, |
| Address: Industrial 2nd Rd, Changdong Industrial | 90,000 | Blast-Furnace Slag | |
| Park, Nanchang Jiangxi, China | |||
| 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 | Cement products, |
| CO., LTD. | 20,000 | Construction | |
| Address: Middle, Qinggui Road, Guihua Town, | |||
| Pengzhou, Chengdu City, Sichuan, China | |||
| SICHUAN LANFENG CEMENT CO., LTD. | Sep. 2008 | RMB | Cement, Clinker, |
| Address: Middle, Qinggui Road, Guihua Town, | 600,000 | Blast-Furnace Slag, | |
| Pengzhou, Chengdu City, Sichuan, China | Cement products | ||
| 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 | Cement, Clinker, |
| Address: Jiangjun mountain, Jiangxia District, | 90,000 | Blast-Furnace Slag, | |
| Wuhan,Hubei Province,China | Cementproducts |
8.3 Main Business of Affiliated Companies
Please Refer to Above List.
-145-
8.4 Information of the Directors, Supervisors, and Presidents of Affiliated Companies
| Companies | ||||
|---|---|---|---|---|
| As of December 31,2017 | ||||
| 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 | C.H. Chung (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 |
| Director / President | Y.F. Chang (ACC Representative) | 26,128,171 | 99.94 |
|
| Director | Douglas Tong Hsu | 1,548 | 0.00 |
|
| Director | Peter Hsu | 1,548 | 0.00 |
|
| 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 | Peter Hsu | 6,817 | 0.08 |
|
| Director | K.Y. Lee (ACC Representative) | 7,970,703 | 98.23 |
|
| Director | C.H. Chen (ACC Representative) | 7,970,703 | 98.23 |
|
| Supervisor | H.Y. Kao (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 |
|
| Executive Director | T.H. Chang | 1,422,000 | 0.09 |
|
Executive Director |
Doris Wu |
20,000 | 0.00 |
|
| Executive Director | Z.L. Wu | 481,500 | 0.03 |
|
| Executive Director | C.K. Chang | 430,000 | 0.03 |
|
Executive Director |
S.J. Lin |
400,000 | 0.03 |
-146-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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) | 595,576,603 | 99.99 |
| Director | Peter Hsu | 6,639 | 0.00 |
|
| Director | Y.F. Chang (ACC Representative) | 595,576,603 | 99.99 |
|
| Director | W.K. Chou (ACC Representative) | 595,576,603 | 99.99 |
|
| Director | C.M. Chen (ACC Representative) | 595,576,603 | 99.99 |
|
| Director | Doris Wu (ACC Representative) | 595,576,603 | 99.99 |
|
| Director | H.Y. Kao (ACC Representative) | 595,576,603 | 99.99 |
|
| Supervisor | H.T. Peng (Asia Investment Corp. Representative) |
5,401 | 0.00 |
|
| Supervisor | Karen Yang (Asia Investment Corp. Representative) |
5,401 | 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 | C.H. Chung (Yu Yuan Investment Corp. Representative) |
4,839,183 | 48.39 |
|
| Director | C.H. Chen (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 |
| 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 |
|
| Supervisor | T.L. Yu(FEGC Representative) | 3,105,647 | 16.03 |
|
| YA TUNG READY-MIXED CONCRETE CORP. |
Chairman | K.Y. Lee(ACC Representative) | 157,492,851 | 99.99 |
| President | C.P. Chen | 0 | 0.00 |
|
| Director | Peter Hsu | 155 | 0.00 |
|
| Director | Y.F. Chang (ACC Representative) | 157,492,851 | 99.99 |
-147-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| Director | W.K. Chou(ACC Representative) | 157,492,851 | 99.99 |
|
| Director | C.M. Chen(ACC Representative) | 157,492,851 | 99.99 |
|
| Supervisor | Doris Wu (Asia Investment Corp. Representative) |
5,725 | 0.00 |
|
| Supervisor | H.Y. Kao (Asia Investment Corp. Representative) |
5,725 | 0.00 |
|
| ASIA INVESTMENT CORP. |
Chairman | K.Y. Lee(ACC Representative) | 208,487,884 | 100.00 |
| Director | Y.F. Chang (ACC Representative) | 208,487,884 | 100.00 |
|
| Director | Doris Wu(ACC Representative) | 208,487,884 | 100.00 |
|
| Supervisor | H.Y. Kao(ACC Representative) | 208,487,884 | 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 | Masahiro Uchiuzo (J-Power Investment Netherlands B.V. Representative) |
187,854,807 | 39.97 |
|
| Director | Takashi Jahana (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 |
|
| PERFECT INDUSTRIAL HOLDINGS PTE. LTD. |
Director | Douglas TongHsu |
0 | 0.00 |
| Director | Doris Wu | 0 | 0.00 |
|
| 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 |
-148-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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) |
1,294,270 | 99.56 |
| Director / President | Z.P. Chang (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 |
|
| Director | Peter Hsu (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 |
|
| Director | C.M. Chen (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 |
|
| Director | Manfred Wang (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 |
|
| 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 |
| 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 | X.M. He (Ya Li Precast And Prestressed Concrete Industries Corp. Representative) |
*INR 1,599,990 |
99.99 |
-149-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 |
| 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 | C.H. Chung (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 |
|
| Director | J.B. Zhuo (Lien Fang Enterprise Corp.Ltd. Representative) |
500,000 | 5.00 |
|
| Director | T.Y. Huang (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 |
-150-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 |
|
| 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 | Soon Heng Leong | 0 | 0.00 |
|
| ORIENTAL INDUSTRIAL HOLDINGS PTE. LTD. |
Chairman | Douglas Tong Hsu | 4,000 | 0.00 |
| Director | Peter Hsu | 0 | 0.00 |
-151-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| Director | R.H. Shao | 1,000 | 0.00 |
|
| Director | Doris Wu | 0 | 0.00 |
|
| Director | Soon Heng Leong | 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 | C.L. Lai | 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 |
|
| 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 |
-152-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 | Doris Wu | *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 |
|
| 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 |
-153-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 | C.H. Chiang | *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 | K.M. Fu (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 | C.H. Chiang | *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 |
|
| 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 |
-154-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 |
|
| 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 |
-155-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| Director | Z.S. Lee (Oriental Holdings Co., Ltd. Representative) |
*USD 3,553 |
10.00 |
|
| Supervisor | C.H. Chen (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 | C.W. Chiang (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 |
|
| 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 |
-156-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 |
|
| Director | Doris Wu | *RMB 0 |
0.00 |
|
| Supervisor | L.C. Lian (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 6,499 |
51.99 |
-157-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 |
|
| 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 |
-158-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| 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 | Doris Wu (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 | L.H. Fang (Sichuan Lanfeng Cement Co., Ltd. Representative) |
*RMB 20,000 |
100.00 |
|
| Director | T.L. Yu (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 | Doris Wu (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 |
|
| 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 |
-159-
| Company Name | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
Shares |
% |
|||
| Director | L.H. Fang (Sichuan Yadong Cement Co., Ltd. Representative) |
*RMB 600,000 |
100.00 |
|
| Director | T.L. Yu (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 |
| 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.S. Lee (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.
-160-
8.5 Operating Condition of Affiliated Companies
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |
|---|---|---|---|---|---|---|---|---|
| Book closure date: 31 December 2017 | ||||||||
| 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 | 1,763,247 | 338,993 | 1,424,254 | 903,589 |
73,796 |
231,093 |
7.82 |
| YUAN LONG STAINLESS STEEL CORP. |
2,000,000 | 5,051,182 | 3,372,910 | 1,678,272 | 6,036,722 |
164,860 |
90,857 |
0.45 |
| SUNRISE INDUSTRIAL HOLDINGS LTD. |
2,909 | 124,247 | 75,804 | 48,443 | 0 |
(88) |
(2,171) |
(24.13) |
| NAN HWA CEMENT CORP. | 261,440 | 880,526 | 523,654 | 356,872 | 381,974 |
39,800 |
25,713 |
0.98 |
| ASIA ENGINEERING ENTERPRISE CORP. |
81,144 | 277,780 | 171,527 | 106,253 | 73,667 |
14,733 |
19,362 |
2.39 |
| ASIA CEMENT (CHINA) HOLDINGS CO. |
634,911 | 60,815,241 | 15,730,684 | 45,084,557 | 0 |
(237,048) |
2,711,936 |
1.73 |
| ASIA CEMENT (SINGAPORE) PTE. LTD. |
250,425 | 3,991,615 | 817,007 | 3,174,608 | 725,084 |
(57,663) |
43,833 |
4.17 |
| DER CHING INVESTMENT CORP. |
5,956,218 | 16,755,089 | 4,781,024 | 11,974,065 | 335,756 |
321,056 |
432,986 |
0.73 |
| YA LI TRANSPORTATION CORP. |
100,000 | 434,744 | 16,809 | 417,935 | 166,253 |
(9,592) |
4,934 |
0.49 |
| YA LI PRECAST AND PRESTRESSED CONCRETE INDUSTRIES CORP. |
193,776 | 417,662 | 375,072 | 42,590 | 407,905 |
(60,364) |
(73,488) |
(3.79) |
| YA TUNG READY-MIXED CONCRETE CORP. |
1,575,000 | 3,715,562 | 2,112,996 | 1,602,566 | 6,724,836 |
21,023 |
10,855 |
0.07 |
| ASIA INVESTMENT CORP. | 2,084,879 | 8,146,371 | 6,673,504 | 1,472,867 | 285,450 |
284,177 |
155,329 |
0.75 |
| CHIAHUI POWER CORP. | 4,700,000 | 11,366,498 | 2,302,737 | 9,063,761 | 6,114,715 |
1,038,985 |
782,583 |
1.67 |
| FU DA TRANSPORTATION CO., LTD. |
279,279 | 1,035,121 | 328,748 | 706,373 | 773,544 |
88,465 |
135,860 |
4.86 |
| PERFECT INDUSTRIAL HOLDINGS PTE. LTD. |
278,659 | 58,308,818 | 0 | 58,308,818 | 0 |
(121) |
3,874,482 |
413.09 |
| ORIENTAL CONCRETE PTE. LTD. |
376,890 | 253,150 | 968 | 252,182 | 11,257 |
3,086 |
4,601 |
0.27 |
| FU SHAN MINERAL STONE CO.,LTD. |
13,000 | 89,522 | 55,167 | 34,355 | 60,185 |
2,732 |
1,943 |
1.49 |
| KOWLOON CEMENT CORP. LTD. |
93,150 | 903,044 | 2,156 | 900,888 | 23,798 |
(2,661) |
(9,732) |
(4.23) |
| AC MEGA INVESTMENT LTD. |
579,926 | 370,974 | 0 | 370,974 | 0 |
(596) |
(3,916) |
(0.20) |
| AC LEAP INVESTMENT LTD. |
579,439 | 406,214 | 0 | 406,214 | 0 |
(682) |
(2,552) |
(0.13) |
| AC MEGA II INVESTMENT LTD. |
289,050 | 196,746 | 0 | 196,746 | 0 |
(341) |
(2,075) |
(0.21) |
| AC MEGA III INVESTMENT LTD. |
289,050 | 225,471 | 0 | 225,471 | 0 |
(380) |
(2,304) |
(0.23) |
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| 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 IV INVESTMENT LTD. |
575,055 | 497,371 | 0 | 497,371 | 0 |
(676) |
(7,392) |
(0.38) |
| YA LI PRECAST CONCRETE INDIA PVT. LTD. |
8,338 | 9,871 | 6,631 | 3,240 | 0 |
(923) |
(929) |
Note 1 |
| ASIA ORIENTAL (GUAM) L.L.C |
242,046 | 86,238 | 55 | 86,183 | 949 |
(678) |
(35,135) |
Note 1 |
| YATUNG VIETNAM CO., LTD. | 201,823 | 230,364 | 37,910 | 192,454 | 236,259 |
4,535 |
1,637 |
Note 1 |
| YA SING READY-MIXED CONCRETE CORP. |
100,000 | 180,199 | 92,030 | 88,169 | 574,994 |
6,593 |
4,679 |
0.47 |
| ASIA CEMENT EXPLORER INVESTMENT LTD. |
334,065 | 121,813 | 0 | 121,813 | 0 |
(459) |
(3,109) |
(0.27) |
| ASIA CEMENT PIONEER INVESTMENT LTD. |
2,039,879 | 1,507,617 | 56,379 | 1,451,238 | 0 |
(2,186) |
(14,239) |
(0.21) |
| ASIA CEMENT PIONEER II INVESTMENT LTD. |
544,135 | 416,833 | 0 | 416,833 | 0 |
(667) |
(2,325) |
(0.13) |
| ASIA CEMENT PIONEER III INVESTMENT LTD. |
289,050 | 181,519 | 0 | 181,519 | 0 |
(321) |
(2,017) |
(0.20) |
| ASIA CEMENT PIONEER IV INVESTMENT LTD. |
286,263 | 208,789 | 0 | 208,789 | 0 |
(379) |
(1,204) |
(0.13) |
| ASIA CONTINENT INVESTMENT HOLDINGS PTE. LTD. |
8,581,641 | 18,166,806 | 91 | 18,166,715 | 0 |
(199) |
2,338,497 |
7.05 |
| ORIENTAL INDUSTRIAL HOLDINGS PTE. LTD. |
22,706,243 | 40,123,654 | 139 | 40,123,515 | 0 |
(307) |
1,558,621 |
2.22 |
| KOWLOON CONCRETE CORP. LTD. |
38 | 127,476 | 142 | 127,334 | 2,655 |
(10,899) |
359 |
35.93 |
| JOIN FORTUNE TRADING LTD. |
87,400 | 31,122 | 631 | 30,491 | 0 |
(90) |
(20,005) |
(6.71) |
| PEREZ-AOG, L.L.C. | 285,216 | 221,838 | 158,538 | 63,300 | 273,764 |
(50,708) |
(56,128) |
Note 1 |
| JIANGXI YADONG CEMENT CO., LTD. |
10,579,850 | 27,283,212 | 5,934,526 | 21,348,686 | 15,586,109 | 3,549,545 |
2,803,691 |
Note 1 |
| HUANGGANG YADONG CEMENT CO., LTD. |
2,560,111 | 5,099,418 | 358,944 | 4,740,474 | 2,638,778 |
606,723 |
493,699 |
Note 1 |
| WUHAN YADONG CEMENT CO., LTD. |
1,073,719 | 3,174,390 | 608,022 | 2,566,368 | 2,171,185 |
5,745 |
(65,122) |
Note 1 |
| ORIENTAL HOLDINGS CO., LTD. |
3,874,392 | 7,759,778 | 8,882 | 7,750,896 | 0 |
(902) |
453,366 |
Note 1 |
| CHENGDU YA LI CEMENT PRODUCTS CO., LTD. |
121,811 | 299,405 | 40,069 | 259,336 | 208,130 |
63,428 |
46,060 |
Note 1 |
| SHANGHAI YAFU CEMENT PRODUCTS CO., LTD. |
75,463 | 93,510 | 1,665 | 91,845 | 0 |
(2,875) |
(4,412) |
Note 1 |
| SHANGHAI YALI CEMENT PRODUCTS CO., LTD. |
445,650 | 575,647 | 434,634 | 141,013 | 331,691 |
(82,029) |
(142,473) |
Note 1 |
| SICHUAN YALI CONCRETE PRODUCE CO., LTD. |
98,043 | 371,021 | 276,333 | 94,688 | 250,035 |
1,632 |
(8,901) |
Note 1 |
| SICHUAN YALI TRANSPORT CO., LTD. |
103,985 | 229,225 | 57,729 | 171,496 | 317,258 |
(6,618) |
(8,577) |
Note 1 |
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| 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) |
|---|---|---|---|---|---|---|---|---|
| YANGZHOU YADONG CEMENT CO., LTD. |
1,055,596 | 2,565,596 | 1,048,270 | 1,517,326 | 3,103,119 |
69,445 |
55,085 |
Note 1 |
| SICHUAN YADONG CEMENT CO., LTD. |
10,943,381 | 20,057,833 | 3,817,404 | 16,240,429 | 5,167,409 |
198,782 |
145,647 |
Note 1 |
| HUBEI YADONG CEMENT CO., LTD. |
4,599,108 | 11,901,365 | 1,629,598 | 10,271,767 | 5,392,666 |
852,600 |
760,461 |
Note 1 |
| NANCHANG YALI CONCRETE PRODUCE LTD. |
272,811 |
860,068 | 72,916 | 787,152 | 418,778 |
52,461 |
34,345 |
Note 1 |
| JIANGXI YALI TRANSPORT CO., LTD. |
56,836 | 193,406 | 46,655 | 146,751 | 287,056 |
22,739 |
17,034 |
Note 1 |
| NANCHANG YADONG CEMENT CO., LTD. |
409,216 | 799,997 | 90,310 | 709,687 | 740,058 |
51,331 |
42,706 |
Note 1 |
| WUHAN YALI CEMENT PRODUCTS CO., LTD. |
272,811 | 476,915 | 240,765 | 236,150 | 384,978 |
(49,302) |
(116,099) |
Note 1 |
| TAIZHOU YADONG BUILDING MATERIAL CO., LTD. |
475,360 |
982,294 | 631,487 | 350,807 | 606,480 |
22,757 |
(23,503) |
Note 1 |
| SICHUAN LANFENG BUILDING MATERIALS CO., LTD. |
90,937 | 50,284 | 147,216 | (96,932) | 0 | (2,138) |
(7,779) |
Note 1 |
| SICHUAN LANFENG CEMENT CO., LTD. |
2,728,109 | 7,093,489 | 4,309,708 | 2,783,781 | 3,675,692 |
244,654 |
65,121 |
Note 1 |
| HUBEI YALI TRANSPORT CO., LTD. |
59,109 | 117,594 | 31,985 | 85,609 | 171,332 |
(7,459) |
(6,012) |
Note 1 |
| WUHAN YAXIN CEMENT CORP. LTD. |
409,216 | 1,809,567 | 535,142 | 1,274,425 | 1,279,068 |
57,672 |
22,235 |
Note 1 |
Note 1: The subsidiaries in China or overseas are limited liability companies; therefore it’s not able to count earnings per share.
Note 2: The data in Balance Sheet are converted according to the exchange rate at the end of 2017( USD:29.71;SGD:22.17;RMB:4.546848; HKD:3.777;INR:0.4653;VND:0.00094 ); the data in Income Statement are converted according to the 2017 average exchange rate ( USD : 30.4315 ; SGD : 22.0392 ; RMB : 4.513509 ; HKD : 3.9049 ; INR : 0.4668 ; VND : 0.00122 ).
◎ 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.
- 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.
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ASIA CEMENT CORPORATION