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ACC Annual Report 2018

Jul 23, 2019

51736_rns_2019-07-23_4256d1fa-aef9-4226-953e-6fb3a6def9d2.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 2018 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, 2019

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: 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City 110, Taiwan Tel: 886-2-27259988 Website: http://www.deloitte.com/

Overseas Securities Exchange

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

Corporate Website

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

Table of Contents

I REPORT TO SHAREHOLDERS ............................................................................................................................ 1 II COMPANY PROFILE ........................................................................................................................................... 11 2.1 DATE OF INCORPORATION: ........................................................................................................................................ 11 2.2 COMPANY HISTORY ................................................................................................................................................. 11 III CORPORATE GOVERNANCE REPORT ........................................................................................................ 15 3.1 ORGANIZATION ....................................................................................................................................................... 15 3.1.1 Organization Chart ..................................................................................................................................... 15 3.1.2 Major Corporate Functions ........................................................................................................................ 16 3.2 DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM .................................................................................................... 18 3.2.1 Directors and Supervisors........................................................................................................................... 18 3.2.2 Major Shareholders of the Institutional Shareholders ............................................................................... 21 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 22 3.2.4 Professional Qualifications and Independence Analysis of Directors ......................................................... 25 3.2.5 Management Team .................................................................................................................................... 26 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 28 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 Annual priorities of Audit committee ......................................................................................................... 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” ............................................................................................ 40 3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee ............................. 51 3.3.7 Corporate Social Responsibility .................................................................................................................. 53 3.3.8 Implementation Status of Ethical Management ........................................................................................ 61 5.3.9 The Training for Directors ........................................................................................................................... 68 3.3.10 The Training for Managers ....................................................................................................................... 69 3.3.11 the Execution Status of Internal Control System ...................................................................................... 70 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 71 3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 72 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 73 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 74 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 75 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS ............................. 77 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 83 IV CAPITAL FORMATION ..................................................................................................................................... 84 4.1 CAPITAL AND SHARES............................................................................................................................................... 84 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 84 4.1.2 Capital ........................................................................................................................................................ 84 4.1.3 Shelf Registration: None ............................................................................................................................ 84 4.1.4 Shareholder Structure ................................................................................................................................ 84 4.1.5 Shareholding Distribution Status ............................................................................................................... 85 4.1.6 List of Major Shareholders ......................................................................................................................... 85 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 86 4.1.8 Dividend Policy & Implementation Status ................................................................................................ 86 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ......................... 87 4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration .......................................... 87 4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 89 4.2.1 Issued Corporate Bonds ............................................................................................................................. 89

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4.2.2 Issued Exchangeable Bonds and Convertible Bonds ................................................................................... 93 4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 94 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 94 V OVERVIEW OF BUSINESS OPERATION ........................................................................................................ 95 5.1 BUSINESS INTRODUCTION ......................................................................................................................................... 95 5.1.1 Business Scope ........................................................................................................................................... 95 5.1.2 Industry Overview ...................................................................................................................................... 95 5.1.3 Technology and Research Development .................................................................................................... 97 5.1.4 Short-term Business Plan ........................................................................................................................... 98 5.1.5 Long-term Business Plan ............................................................................................................................ 98 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................... 98 5.2.1. Markets Analysis ....................................................................................................................................... 98 5.2.2 Application of Major Cement Products .................................................................................................... 100 5.2.3 Supply Condition of Main Raw Materials ................................................................................................. 100 5.2.4 Major Suppliers Information for the Last Two Years ............................................................................... 101 5.2.5 Major Clients Information for the Last Two Years .................................................................................... 101 5.2.6 Output of Main Products 2017-2018 ....................................................................................................... 102 5.2.7 Sales of Main Products 2017-2018 .......................................................................................................... 102 5.3 HUMAN RESOURCES ............................................................................................................................................. 103 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ....................................................................................................... 103 5.4.1 ISO-14001 Environmental Management Systems (EMS) ......................................................................... 104 5.4.2 Air Pollution Prevention ........................................................................................................................... 104 5.4.3 Greening and Beautification for Quarry Restoration ............................................................................... 105 5.4.4 Major Environmental Protection Work in the Future ............................................................................... 105 5.4.5 Fulfill Social Responsibilities ..................................................................................................................... 105 5.5 LABOR RELATIONS ................................................................................................................................................. 106 5.6 MAJOR CONTRACTS .............................................................................................................................................. 110 VI FINANCIAL INFORMATION .......................................................................................................................... 111 6.1FINANCIAL REPORTS & AUDIT RESULTS (2014~2018) ................................................................................................. 111 6.1.1 Consolidated Balance Sheets ................................................................................................................... 111 6.1.2 Consolidated Statements of Comprehensive Income ............................................................................... 112 6.1.3 Separate Balance Sheets .......................................................................................................................... 113 6.1.4 Separate Statements of Comprehensive Income ..................................................................................... 114 6.1.5Auditors’ Opinions from 2014 to 2018 ...................................................................................................... 114 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 115 6.2.1 Consolidated Financial Statements .......................................................................................................... 115 6.2.2 Separate Financial Statements................................................................................................................. 116 6.3 AUDIT COMMITTEE’S REVIEW REPORT ON THE 2018 FINANCIAL STATEMENTS .................................................................. 118 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 119 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 141 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 141 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 143 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 143 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......................................................................................................................... 144 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT..................................................................................................... 144 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 144 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 146 7.6.3 The Prevention of Legal Risks ................................................................................................................... 146 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 147 VIII SPECIAL DISCLOSURE ............................................................................................................................... 148 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 148

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8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 149 8.3 MAIN BUSINESS OF AFFILIATED COMPANIES............................................................................................................... 152 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 153 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 169

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I Report to Shareholders

1. Review of the Year 2018

Review of the international economic situation in 2018

Looking back at the international changes in 2018, a series of events had happened from the beginning of the year in 2018. Trump met Kim Jong-un. The Federal Reserve raised interest rates which triggered international hot money returning to US dollar assets, and emerging markets faced pressure of capital withdrawal. The OPEC reached a deal to reduce oil production which pushed up oil prices to a nearly four-year high. Four major stock indexes of the US stocks pulled back steeply for corrections, etc.

The global economy had maintained its growth trend in 2017 for the first three quarters. The main growth momentum came from the rapid economic growth performance of the United States and the performance of developing countries and emerging markets that gained more income from raw material exports as raw material prices rose. However, the growth in the fourth quarter began to slow down significantly, mainly due to the gradual escalation of the US-China trade dispute.

Observing differences in performances among major economies, the United States has continued to expand its economic growth due to tax cuts and increased spending to stimulate demand, and the overall recovery in Europe has slowed down. Subject to the economic transformation policies, China’s performance has declined quarter by quarter, while Japan has shown a flat performance owing to natural disasters and weak consumer and corporate spending. According to estimates by the International Monetary Fund (IMF), the global economic growth rate in 2018 was 3.7%, which was relatively flat compared to that in 2017.

Review of the Domestic Economic Situation in 2018

In 2018, Taiwan has maintained a certain recovery momentum thanks to the global economic growth trend. In the first half of the year, Taiwan maintained economic growth at a rate more than 3%. However, since the third quarter, Taiwan’s export orders have continued to show negative growth due to the global economic downturn caused by the escalation of US-China trade disputes and the economic slowdown of China as its largest export trading partner.

In terms of exports, on the one hand, the demand for international branded smart phones is not as good as expected, resulting in a year-on-year decline in the annual growth rate of export orders for information and communication products. On the other hand, as the United States wages the trade war around the globe, the export orders of domestic traditional products have declined. In particular, orders for related traditional products from mainland China have been significantly reduced, resulting in a significant decline in Taiwan's exports.

Domestic demand mainly relies on equipment investment, expansion and construction, green energy investment and public works construction in the domestic semiconductor industry and electronics industry to maintain a certain level of investment demand momentum.

According to the statistics of the Directorate-General of Budget, Accounting and Statistics of Executive Yuan, the overall economic growth rate in 2018 reached the target of 2 or above at 2.63%. At the same time, according to the latest “2019 IMD World Competitiveness” published by the Lausanne School of Management (IMD) in Switzerland, among the 63 countries in the world, Taiwan ranks 16th, compared to 17th ranking in last year. For Asia Pacific region, Taiwan ranks 4th, ahead of Australia, New Zealand, Malaysia, Thailand, South Korea and Japan. Among

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them, "enterprise efficiency" has the largest improvement, from 20 to 14, and it is obvious that domestic enterprises have the strength to compete with the external adverse environment.

The Company's business performance in 2018

  • A. In 2018, the overall cement consumption in China amounted to about 2.21 billion MT, decreasing 5.3% compared with 2017. In the same period, the clinker production volume of the Company in China is 24.80 million MT, increasing 2.63% compared with 2017. The total sales of cement, clinker and slag powder are 30.95 million MT, increasing 2.48% compared with 2017.

In 2018, the net income of Asia Cement (China) Holdings Corp. is NT$ 11,000,630 thousand. The Company and its subsidiaries recognized a total investment profit of NT $7,920,454 thousand.

  • B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2018 total cement production volume in Taiwan was 10,938,847 MT, increasing 0.57% compared with 2017. Among them, the domestic cement sales was 8,574,458 MT, and exported cement was 2,378,790 MT. Compared with those in 2017, domestic sales increased by 3.3%, exports decreased by 6.85%.

The total sales of cement in Taiwan of the Company was 2,546,181 MT which is equivalent to 29.69% of the total production volume in Taiwan, or 23.90% of the overall cement consumption in Taiwan. In 2018, the domestic real estate economy was stable, showing a slight increase in volume and decrease in price compared with 2017. The cement consumption increased to 10,653,984 MT, by 4.72%. The 2018 per capita average cement consumption is about 435 kg, increased 0.69% from 432kg in 2017. As a result, the cement market in Taiwan is still showing oversupply.

  • C. The 2018 consolidated operating revenue of the Company is NT $82,741,004 thousand, increased 27.49% from 2017. The consolidated profit from operations was NT $18,153,110 thousand, increased 144.10% from 2017. From the Company’s affiliates, Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT $4,144,156 thousand investment income from equity method. The consolidated net profit after tax reached NT $14,889,197 thousand. The net profit rate after tax was 17.99%. Consolidated net profit attributable to the Company is $11,117,094 thousand. The 8[th] meeting of the 26[th] Board of Directors proposed to distribute cash dividend NT $2.8 per share.

2. Operating Performance of 2018

  • A. Production:
Unit: 1000 MT Unit: 1000 MT
Item
Region
Cement Difference Compared
to 2017
% Clinker Difference Compared
to 2017
%
ACC
(Taiwan)
3,460 (100) (2.81) 3,317 (18) (0.54)

key performance indicator:

Actual aggregate cement output amounted to 3,460 thousand MT. Compared to estimated output 3,640 thousand MT, the achievement rate is 95.05%.

Actual aggregate clinker output amounted to 3,317 thousand MT. Compared to estimated output 3,455 thousand MT, the achievement rate is 96.01%.

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Unit: 1000 MT

Item
Region
Cement Difference Compared
to 2017
% Clinker Difference Compared
to 2017
%
ACC
(China)
29,043 622 2.19 24,801 635 2.63

key performance indicator:

Actual aggregate cement output amounted to 29,043 thousand MT. Compared to estimated output 28,611 thousand MT, the achievement rate is 101.51%.

Actual aggregate clinker output amounted to 24,801 thousand MT. Compared to estimated output 22,945 thousand MT, the achievement rate is 108.09%.

B. Sales

i. Taiwan area:

Unit: 1000 MT; NT$1,000

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
Volume &
Value
Product
2018 Difference Compared
to 2017
Domestic Sales Export Sales
Volume Value Volume Value Volume % Value %
Cement & Clinker 2,584 5,754,142 928 1,481,856 (87) (2.42) (15,419) (0.21)

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC amounted to 3,512 thousand MT. Compared to the estimated sales 3,690 thousand MT, the achievement rate is 95.18%.

ii. China area:

Unit: 1000 MT; NT$1,000

Volume &
Value
Product
2018 2018 2018 2018 Difference Compared
to 2017
Difference Compared
to 2017
Difference Compared
to 2017
Difference Compared
to 2017
Domestic Sales Export Sales
Volume Value Volume Value Volume % Value %
Cement & Clinker 30,676 46,803,136 219 242,168 716 2.37 13,617,653 40.74

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 30,895 thousand MT. Compared to the estimated sales 29,478 thousand MT, the achievement rate is 104.81%.

3. The Company’s Layout Strategy in China

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

On May 20, 2008, the subsidiary of the Company, Asia Cement (China) Holdings Corporation {ACC (China) thereafter} was listed on the main board of Hong Kong Exchanges

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and Clearing Limited. Total assets reach RMB 20 billion.

Currently, the investments of ACC (China) are mainly based alone the Yangtze River in Jiangxi, Sichuan, Hubei, Yangzhou and Shanghai areas. The overall operating strategies are deployed through Jiangxi Yadong Cement (Southeast China), Sichuan Yadong Cement (Southwest China), Hubei Yadong Cement (Middle China), and Yangzhou Yadong Cement (East China) as core production bases. In addition to Sichuan Lanfeng Cement Corp., Huanggang Yadong Cement, and Wuhan Yaxin Cement, there are two grinding factories, five cement products companies, three transportation companies, Wuhan Asia Shipping Co., Ltd (joint-venture), Tai Zhou Oriental Construction Co., Ltd., three terminals, and twelve 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. The waste heat recycling generators can produce 338 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 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 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.

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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 Wuhan Xinlingyun Engineering Co., Ltd on July 2010. 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 2019

A. Prospects for the international economic situation in 2019

Looking forward to 2019, the global economy in the fourth quarter of 2018 will not show a trend of concurrent recovery on an extensive scale, and the US-China trade friction will continue. The political situation in Europe will be turbulent, the Brexit will be deadlocked. China’s economy may slow down further. Meanwhile, the international oil price trend and other factors may become the major uncertain factors affecting economic growth. In order to stimulate the economy, the major economies such as the United States, will undoubtedly slow down or suspend the pace of interest rate hikes. And the Federal Reserve (Fed) will transform its monetary policy from normalization to supporting. Major central banks in various countries will also adopt quantitative easing policies, while China will introduce policies for tax reductions and strengthening the infrastructure to stabilize its economy. On the whole, due to the rising global risks, the economic growth momentum has shown a weak trend, but the degree of recession is limited. International Monetary Fund (IMF) estimate that the global economic growth rate in 2019 will be 3.3%, which is lower than that in 2018.

  • B. Prospects for the domestic economic situation in 2019

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Looking forward to 2019, the uncertainty in global economic growth will increase, which will affect the performance of Taiwan’s domestic and foreign demand. Among others, the global economic slowdown has affected the buying power and the trade protectionism has escalated, resulting in a slowdown in Taiwan's export expansion. However, domestic semiconductor manufacturers have industry-leading advantages in terms of the advanced manufacturing processes and emerging technologies such as big data, Internet of Things, AI, 5G, etc. are gradually expanding, which should help Taiwan’s exports to regain momentum. Affected by the policies implemented by mainland China and the US-China trade war, many Taiwanese companies have successively returned to Taiwan to set up factories. Domestic semiconductor manufacturers have continued to invest in advanced processes. Investments in green energy such as solar energy and offshore wind power have also been pushed forward, showing that private investment momentum remains sufficient. Meanwhile, as the government-led Forward-Looking Infrastructure Development Program and new industries development program have been continuously implemented, it is foreseeable that domestic demand will become the main force for economic growth in 2019, and the economy will move forward in a slow and stable manner.

In addition, 2019 will be the hot year of the presidential election and the re-election of the Legislative Yuan. The primary election effect of the political parties and the uncertainty in future politics among the civic societies may also affect the effective operation of the economy.

The Directorate-General of Budget, Accounting and Statistics of Executive Yuan forecasts that the economic growth rate in 2019 will be 2.27%, which is lower than 2.63% in 2018.

6. Prospects for the cement industry on both sides across the Taiwan Straits

A. Cement industry in China

In 2019, the China's economy continued to develop towards high quality production. The annual economic growth rate is estimated at around 6%. Compared with 2.21 billion metric tons in 2018, cement demand is expected to fall slightly by 2%-4% and fluctuate at around 2.1 billion metric tons.

In 2019, except for the coal market, which will be reach an overall balance between supply and demand, the price fluctuation range will be narrower and the oil price will remain at higher levels. The prospects of the cement industry in mainland China are as follows:

  • i. Environmental protection is getting more and more serious:

With the full implementation of the Environmental Protection Tax Law, corporate environmental protection expenditures will be increased. Actively promoted "Three-Year Plan on Defending the Blue sky." 2019 is a crucial year. The environmental protection supervision continued to be implemented. The plans to protect clear water and pure land continued to deepen. The pollutant discharge permit will cover all key industries involved in pollution prevention and control, accelerate the rectification of “scattering pollution” enterprises, and promote green development in relevant industries.

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  • ii. The cement supply end continues to tighten:

  • a. Strictly control new capacity and accelerate the elimination of backward production capacity: In 2019, it is planned to reduce the clinker production capacity by 116.4 million metric tons, and shut down 150 enterprises that operate cement grinding stations. The degree of de-capacity is more stringent than that in 2018.

    • The concentration of clinker production capacity among the top 10 large enterprises over the entire country has reached 62%, and the concentration of cement production capacity has reached 50% or more to further limit production capacity and effectively reduce supply.

On 2019/10/1, the composite silicate cement with the intensity level of PC32.5 was abolished, and the production capacity was controlled from the production source to alleviate the pressure of overcapacity.

  • b. Strictly control the replacement of production capacity: Seriously deal with capacity replacement and standardize the capacity replacement behavior. It is strictly forbidden to approve the cement industry in 13 provinces and cities such as Sichuan and Hubei or those provinces and cities shall step by step abolish the cement industry. In order to prevent enterprises from building new capacity via the implementation of capacity replacement, the future capacity replacement policy will be more stringent.

  • c. Staggering peak production: The staggering peak production continues to expand, the scope of regions and time continue to expand, and the standard for exempting staggering peak production in 2019 will be more stringent, as the implementation will be strengthened to cover even the entire nation. Enterprises that fail to meet low emission standards will either need to implement the dynamic staggering peak production policy, or face the situation where production cannot be conducted normally in the whole year. The cement inventory may continue to decline to push up the cement market price and improve the industry's profits.

iii. Infrastructure investment boosts cement demand:

  • a. Capital investment is still an important support for cement demand. In 2019, the investment in railway, highway and water transport projects will reach 2.6 trillion RMBs, and the investment growth rate will gradually stabilize and rise. It is expected that the growth rate of infrastructure investment will rebound to more than 10% in 2019, thus stimulating cement demand. The renovation of shanty towns will continue to advance From 2018 to 2020, China will renovate 15 million sets of shanty towns. It is expected that real estate investment will remain a stable cement demand pull.

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  • b. Deepen the promotion of new-style urbanization, actively promote the regional integration in the Yangtze River Delta, coordinate the development of Beijing-Tianjin-Hebei, the development of the Yangtze River Economic Belt, and the construction of the Greater Bay Area of Guangdong, Hong Kong and Macao, and insist on the construction of the “One Belt, One Road” to open a new round of opening up and pull the demand for cement and other building materials.

  • iv. Mergers and acquisitions are strengthened, and overseas layout is accelerated:

Large enterprises have accelerated the pace of mergers and acquisitions and continuously increased industry concentration. Due to the overcapacity of the overall cement industry, the government in mainland China has shifted its overcapacity to overseas by means of policy support. The major cement groups have taken advantage of the overseas layout of “One Belt, One Road” and actively participated in the construction of large-scale projects and infrastructure in the countries along the route (Silk Road) to accelerate realize the internalization of cement companies.

  • v. E-commerce is widespread, and regional platform is upgraded:

Although the cement industry is a traditional industry, it still needs to closely contact e-commerce, launch an e-commerce platform, control the export of cement companies, concentrate on superior resources, explore new paths for joint development of mining and sales, and promote the upgrading of the traditional industry. Create intelligent factories and use big data to form a high-performance supply chain collaboration network to improve efficiency indicators.

  • vi. The industry chain continues to expand:

The environmental protection situation is becoming more and more serious, and the value of mine resources is gradually being discovered. The construction of green mines has become the top priority of the industry. In the future, large enterprises will integrate mine resources, extend the industrial chain of cement mines, accelerate the layout of aggregates of sand and gravel, and create more space for profits.

vii. It is becoming regular that the cement industry participates in the coordinated disposal of hazardous waste:

The hazard waste management project in 13th Five-Year Plan will be incorporated into the local municipal infrastructure plan to further strengthen the local hazardous waste management. With the maturity of co-processing technology, more and more clinker production lines have participated in collaborative disposal. The cement kiln co-processing

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of solid wastes has begun to rise, further moving towards green environmental protection and sustainable development.

B. Cement industry in Taiwan

The Directorate-General of Budget, Accounting and Statistics of Executive Yuan pointed out that in order to achieve the policy focus of strengthening domestic demand, the general budget will cover more public construction and expand investment. The total budget for public construction in 2019 is 167.9 billion NTDs. If special budgets for such as the Comprehensive Management Plan of River Basin and the Forward-Looking Infrastructure Development Program are considered, the total budget would reach 263.3 billion NTDs, showing an increase of 24.1 billion NTDs or approximately 10.1% compared to that in 2018 to reach a record high since 2012. If the business and non-business special funds are included, the total budget would reach 129.4 billion NTDs, and the overall scale could reach 392.7 billion NTDs, showing an increase of 7.7% compared to that in 2018.

According to the overall economic forecast of the Taiwan Institute of Economic Research, although Taiwan’s economy in 2019 exhibits a rebound, but if the US-China trade dispute continues to escalate, it will not only hurt the trade itself, but also the investment and manufacturing activities in the long run. Moreover, as the major central banks implement the tightening monetary policies at a pace faster than expected, the strengthening of the US dollar and the increase in borrowing costs have made some of the emerging markets affected, and it is feared that the capital flights will occur to intensify financial market volatility, which is not unfavorable to Taiwan’s consumption performance, making the annual economic growth in 2019 slightly lower than that in 2018. According to the forecast published by the Taiwan Institute of Economic Research in November 2018, the GDP growth rate in 2019 is 2.20%, which is 0.37 percentage points lower than the 2.57% in 2018.

In terms of real estate, the number of houses sold in the housing market in 2018 was 280,000, an increase of 4% compared to 270,000 in 2017. However, the price gap between buyers and sellers is still large, and the housing market has not significantly reversed upwards. So, the follow-up still needs to be observed. Overall, the number of civil construction sites is estimated to decrease in 2019, and the number of public works is increasing. The total cement demand in Taiwan will increase slightly compared to that last year.

7. Business Outlook of the Company in 2019

The cement industry in Taiwan is in an environment of oversupply and fierce competition. However, China's cement industry is expected to maintain high price and profitability since 2018. 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 2019. The estimated production volume in Taiwan is 3,549 thousand MT clinker and 3,630 thousand MT cement. The estimated sales volume in Taiwan is 3,800 thousand MT clinker and cement. The estimated production volume in China is 24,170 thousand MT clinker and 28,624 thousand MT cement. The estimated sales volume in China is 29,572 thousand MT clinker and cement.

9

8. The Company's Operating Status in the First Quarter of 2019

In the first quarter of 2019, the consolidated operating income of the Company is NT $ 19,385,675 thousand, increasing 17% from NT $ 16,573,882 thousand in the same period of 2018. The consolidated net profit is NT $ 3,810,086 thousand, increased 58 % from NT $ 2,415,347 thousand in the same period of 2018. Net profit attributable to owners of the Company is NT$ 2,929,272 thousand.

10

II Company Profile

2.1 Date of Incorporation: March 21, 1957.

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

Scope of Business:

  1. C901030 Cement manufacturing

  2. C901040 Ready-mixed concrete manufacturing

  3. B601010 Quarrying

  4. C901050 Cement and ready-mixed concrete products

  5. C901990 Non-metallic mineral products

  6. F111090 Whole sale of building materials

  7. F211010 Retail sale of building materials

  8. F401010 International trade

  9. IZ06010 Tally and packing

  10. A201010 Afforestation business

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

  12. H701020 Developing, leasing, and selling industrial factories

  13. H703100 Real estate rental & leasing

  14. H703090 Real estate sale & purchase

  15. JE01010 Rental and leasing

  16. G202010 Parking-lot business

  17. G801010 Warehousing

  18. I103060 Business management consultation services

  19. J101040 Waste treatment

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

2.2 Company History

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

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

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

11

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

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

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

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

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

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

12

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

13

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”.
Apr. 2018 The Company was ranked top 6%~20% in “the 4thCorporate Governance
Evaluation” bythe TWSE.
May 2018 Huanggang Yadong participated in the First "China Green Mining Development
Conference" and won the third-class technical certificate.
Jul. 2018 Sichuan Yadong Phase II and Phase III independent environmental protection
acceptance project has been approved by the construction project environmental
impact assessment informationplatform.
Sep. 2018 In order to benefit the long-term development and in response to rapid changes in
China, Asia Cement (China) has adjusted human resource deployed in
headquarters and each business area.
Nov. 2018 Huanggang Yadong passed four certifications including the new ISO management
system
(quality,
environment,
occupational
health
and
safety,
energy
management).
Nov. 2018 The Hualien plant was awarded the "International Health and Safety Management
System " award.
Mar. 2019 The first phase of elite training classes of Asia Cement (China) ended in Hubei
Yadongwith 40 trainingsuccessors.
Apr. 2019 The Company was ranked top 6%~20% in “the 5thCorporate Governance
Evaluation” bythe TWSE.
Apr. 2019 Jiangxi Yadong was awarded the annual advanced production safety management
unit bythe RuichangCityGovernment.

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.

14

==> 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.
-15-- 15 -
----- End of picture text -----

3.1.2 Major Corporate Functions

Company Organization with Functions of Risk Management

Department Primary Functions
Auditing Directly report to the Board of Directors. Major duties: 1.Fair presentation of the
Dept. financial reports, 2.The hiring (and dismissal), independence, and performance of
CPA, 3.The effective implementation of the internal control system,
4.Compliance with relevant laws and regulations, and 5.Management of the
existing or potential risks.
Remuneration Directly report to the Board of Directors. Prescribe and periodically review the
Committee performance and remuneration policy for directors and managerial officers.
President Assist ACC President to deal with daily affairs, plan operation strategies, and
Office review the middle-term and long-term investment to reduce the risks resulting
from improperdecisions.
HR Dept. Plan and implement HR policies to reduce relevant risks. HR Department is also
responsibleforpromoting ethical managementof the Company.
CSR Responsible for investigating and identifying corporate sustainability issues and
Committee to respond major considerations of stakeholders in order to implement the goal of
sustainable development.
Credit Execute “Regulations for Managing Client’s Credit” enacted by the Company
Committee and take charge of riskcontrolofaccountreceivable.
Human Review and advice to modify the Company’s organization structure, rules of
Resource personnel management, and other important human resource matters.
Committee
IT Steering Review all affairs relating to information operation system, office automation,
Committee 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.
Secretarial Handle the affairs of general services, secretary, legal affairs, public relations,
Dept. etc. Reinforce legal sense of employees to decrease the risks of violating law.
Occupational Responsible for occupational safety and health management, formulating policies
Safety Office and supervising related affairs to ensure safety of workers and reduce the risk
and loss of occupational hazards.
Accounting Handle all accounting matters including the costs, accounts, taxation to ensure
Dept. management efficiency of the Company’s operation, the reliability of financial
report, and the adherence of related accounting regulations to reduce company
operation 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 Plan and implement domestic marketing strategy, credit customers, and identify
SalesDept. market trendstoachieve business goalsandreducerelevant risks.
Export Sales Plan and implement oversea marketing strategy, credit customers, and identify
Dept. market trendstoachieve business goalsandreducerelevant risks.
Purchasing Handle all purchasing and contract issuing matters, setting up hedging
Dept. 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.

16

The Company has established an information security risk management structure:

IT Steering Committee is responsible for reviewing internal information applications, office automation, network information and information security protection measures on a quarterly basis to provide operational, management and decision-making tools to reduce information security and effectiveness management risks.

In accordance with Articles 8 and 9 of the Regulations Governing Establishment of Internal Control Systems by Public Companies, the Company has established: “Management Procedures for the Protection of Personal Data” and “Processing Procedures of Computerized Information Systems”. The safety inspection operation check is included in the Company's 2018 and 2019 audit plans, which were reported to the board of directors for approval.

17

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 Senior Partner, Lee and - - -
C.V. Chen 338,429 0.01% 338,429 0.01% 0 0% University Li Attorneys-At-Law
*750,511,324 *22.33% *750,511,324 *22.33% 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 2,361,557 0.07% 2,361,557 0.07% 0 0% Elementary Corp.
*1,895,136 *0.06% *1,895,136 *0.06% School Director, U-Ming
MarineTransport Corp.
Director 2017.06.27 3 2002.06.07 Master of Vice Chairman, Far Chairman Douglas Sibling
Peter Hsu Operations Eastern New Century Tong Hsu
Research, Corp. Director Connie Hsu Sibling
13,454,981
*4,819,800
0.40%
*0.14%
13,454,981
*6,218,800
0.40%
*0.19%
0 0% Stanford
University
Master of
Director, Far Eastone
Telecommunications
Co., Ltd
Director Johnny Shih relatives by
marriage
Information
Science, UCLA
-19- 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
Chairman , Central
Investment Corp.
-
-
-

University Former Chairman, Financial Supervisory Commission

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

Title
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
NanShan LifeInsurance Co. ,Ltd. 2.60
CathayLifeInsurance Co.,Ltd. 1.98
Douglas TongHsu 1.71
China Life Insurance Co.,Ltd. 1.58
Der ChingInvestment Corp. 1.55
Ta Chu Chemical Fiber Co.,Ltd. Yuan DingInvestmentCompany 41.86
YueDingIndustry Co.,Ltd. 38.76
Yue-LeeInvestmentCompany 19.38
Yue Ding Industry Co.,Ltd. FuDa TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An Ho GarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton FuInvestmentCorp. 4.61
TaChu Chemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
YuMing Co.,Ltd. 1.53
Huey Kang Investment Corp. ConnieHsu 50.58
H.G.Yang 24.71
H.M.Yang 24.71
Bai YangInvestmentCorp. Far Eastern DepartmentStores Co.,Ltd. 100.0
U-MingCorp. Far Eastern Department Stores Co.,Ltd. 100.0

-21-

3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Asia Cement Corporation Far Eastern New CenturyCorporation 22.33
Far Eastern Medical Foundation 5.40
Shin KongLife Insurance Co.,Ltd. 2.12
Labor Pension Fund(the New Fund) 1.77
Labor Pension Fund Committee of Far Eastern
New Century Corporation

1.51
Far Eastern Department Stores Co.,Ltd. 1.49
China Life Insurance Co.,Ltd. 1.43
Yuan-Ze University 1.41
Far Eastern MemoryFoundation 1.31
Yu Yuan Investment Co.,Ltd 1.29
Nan Shan Life Insurance Co. ,
Ltd.
First Commercial Bank Trustee Account For
Representative of Ruen Chen Investment
Holding Co., Ltd.
68.17
Ruen Chen Investment HoldingCo.,Ltd. 22.46
Y. T. Du 3.25
Ruen Hua Dyeing& WeavingCo.,Ltd. 0.28
Ruentex LeasingCo.,Ltd. 0.13
Chi-Pin Investment Company 0.11
Boon-Teik Koay 0.10
Pou HwangInvestments Co.,Ltd. 0.05
Pou Huei Investments Co.,Ltd. 0.05
Pou Yih Investments Co.,Ltd. 0.05
Pou Chi Investments Co.,Ltd. 0.05
CathayLife Insurance Co.,Ltd. CathayFinancial HoldingCo.,Ltd. 100.0
China Life Insurance Co., Ltd. China Development Financial HoldingCorp. 25.33
KGI Securities Co., Ltd 9.63
CathayLife Insurance Co. , Ltd. 3.34
Videoland Inc. 2.35
Citi as Trustee For The Government Of
Singapore Investment Corp.
1.73
Labor Pension Fund(the New Fund) 1.34
LinglangZhan 1.27
Citibank Taiwan in its Capacity as Master
Custodian for Investment account of the
Central Bank of Norway
1.19
Funds of Saudi Arabia Central Bank at the
discretionary account of Morgan Stanley
Asset Management, in custody of JP Morgan
Chase Bank
1.13
JPMorgan Chase Bank N.A. Taipei Branch in
Custody for Vanguard Emerging Markets
Stock Index Fund Investor Shares
1.08
Der Ching Investment Corp. Asia Cement Corporation 99.99
Asia Investment Corp. 0.01

-22-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Yuan Ding Investment Company Far Eastern New CenturyCorporation 99.40
An Ho Garment Co.,Ltd. 0.30
Ta Chu Chemical Fiber Co.,Ltd. 0.30
Yue Ding Industry Co.,Ltd. FuDa TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An Ho GarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton FuInvestmentCorp. 4.61
TaChu Chemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
YuMing Co.,Ltd. 1.53
Yue-Lee Investment Company U-MingMarine Transport Corp. 68.18
U-Ming Marine Transport (Singapore) Private
Ltd.
31.82
Fu Da Transportation Co., Ltd. Fu MingTransportation Co.,Ltd. 99.87
Asia InvestmentCorp. 0.03
Yue-Tung Investment Corp. U-MingMarine Transport Corp. 73.54
U-Ming Marine Transport (Singapore) Private
Ltd.
26.46
An Ho Garment Co.,Ltd. Far Eastern New CenturyCorporation 100.0
Ding Yuan International
InvestmentCorp.
Far Eastern New Century Corporation 100.0
Ton Fu Investment Corp. Oriental Union Chemical Corp. 100.0
Ta Chu Chemical Fiber Co., Ltd. Yuan DingInvestment Company 41.86
Yue DingIndustryCo.,Ltd. 38.76
Yue-Lee Investment Company 19.38
Ya Li Precast Prestressed
Concrete Industries Corp.
Asia Cement Corporation 83.81
Far-Eastern Construction Engineering
Co.,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 Ming Trading Corp. Bai DingInvestment Co.,Ltd 47.00
Yuan DingInvestment Company 45.50
Yue DingIndustryCo.,Ltd. 5.00

-23-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Yuan DingCo.,Ltd. 1.00
Ding & Ding Management Consultants Co.,
Ltd
1.00
Yuan DingLeasingCorp. 0.50
Far Eastern Department Stores
Co.,Ltd.
Far EasternNew Century Corporation 17.06
AsiaCementCorporation 5.65
Yuan-Ze University 4.75
Yuan TongInvestmentCo.,Ltd 2.80
The committee of Employee Pension Fund of
Far Eastern DepartmentStores Co.,Ltd.
2.11
YuYuan InvestmentCo.,Ltd 2.06
Special Account for Investment of the Central
Bank of Norway in custody of
Citibank(Taiwan)
2.00
Tranquil EnterpriseLtd. 1.88
Far Eastern MemoryFoundation 1.71
Yuan DingInvestment Company 1.66

-24-

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:

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

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

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

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

subparagraphs.

  1. 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.

  2. 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.

  3. 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.

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

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

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

  7. 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 Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
As of Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
As of Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
As of Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
As of Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
As of Mar. 31,2019
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
122,202
0.0036
98
0.0000
Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
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 2016.04.01 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
Vice President T.L. Yu Male 2019.01.01 122,202 0.0036 98 0.0000 Bachelor degree in
Business Administration,
University of the
Philippines
Director,
Yu Yuan Investment
Co., Ltd
Title Name Gender Effective
Date
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
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.
Assistant Vice
President
H.Y. Kao Female 2013.10.16 832 0.0000 467 0 Bachelor degree in
Accounting,
Soochow University
Director, Der Ching
Investment Corp.
Assistant Vice
President of
Finance Dept.
Dana Lee Female 2019.03.01 0 0 0 0 Master degree in Business
Administration,, Soochow
University
Supervisor,
Ya Li Transportation
Corp.
Assistant Vice
President of
Finance Dept.
Karen Yang Female 2019.03.01 0 0 0 0 Master degree in Business
Administration,
Pace UniversityUSA
Supervisor,
Der Ching Investment
Corp.
Manager of
Domestic Sales
Dept.
C.H. Chung Male 2018.09.01 0 0 0 0 Master degree in International
Business Administration,
Da Yeh University
Director,
China Hi-Ment
Corporation
Manager of
Export Sales Dept.

Gary Lee
Male 2018.09.01 0 0 0 0 Master degree in International
business, Soochow University
Director, Ya Li Precast
Concrete India Pvt. Ltd
Manager of the
Hsinchu Plant
C.H Chuang Male 2019.01.08 0 0 0 0 Bachelor degree in
Mechanical Engineering,
National Taiwan Institute of
Technology
-

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 Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the Remunerationpaid as the status of employee status of employee Total Amount
(A+B+C+D+E
+F+G)/Net Income
Total Amount
(A+B+C+D+E
+F+G)/Net Income
Other remuneration
from investment
business except
subsidiary
Compensation (A) Pensions(B) Directors
Remuneration(C)
Operating Allowance
(D)
Salary, Reward,
and Allowance
etc.(E)
Pensions(F) Employees Compensation (G)
ACC All
companies*
ACC All
companies
*
ACC All
companies*
ACC All
companies
*
ACC All
companies*
ACC All
companies*
ACC All
companies*
ACC All companies* ACC All
companies*
Cash Bonus Cash Bonus
Chairman Douglas Tong Hsu 8,288 8,288 0 0 16,000 16,100 120 2,201 2.123%
2.225%
0 0 0 0 0 0 2.219% 2.350% 114,659
Director Far Eastern
New Century
Corp.
0 0 0 0 18,000 18,000 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
2,678 4,529 0 0 189,658 193,107 1,296 5,164 7,138 10,369 216 216 3,282 3,282 78,428
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
Representative:
Champion Lee
Director Bai-Yang
Investment
Holdings Corp
Representative:
Chin-Der Ou
Director U-Ming Corp
Representative:
Kwan-Tao Li
Independent
Director
Independent
Director
Independent
Director
Ta-Chou Huang
Chi Schive
Gordon S. Chen

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. Within recent two fiscal years, all ACC directors’ remuneration accounted for 2.473 and 2.219% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 2.704% and 2.350% 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




C.V. Chen, Connie Hsu, Ruey
Long Chen, Chen Kun Chang,
Champion Lee, Kwan-Tao Li,
Chin-Der Ou,Yue Ding Industry
Co.,Ltd.
C.V. Chen, Connie Hsu, Ruey
Long Chen, Champion Lee,
Kwan-Tao Li, Chin-Der Ou,Yue
Ding Industry Co., Ltd.
C.V. Chen, Connie Hsu, Ruey
Long Chen, Chen Kun Chang,
Champion Lee, Kwan-Tao Li,
Chin-Der Ou,Yue Ding Industry
Co.,Ltd.
C.V. Chen, Connie Hsu, Ruey
Long Chen, Chin-Der Ou,Yue
Ding Industry Co., Ltd.
NT$2,000,000NT$5,000,000

Ta-Chou Huang, Chi Schive,
Gordon S. Chen
Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Chen Kun
Chang
Ta-Chou Huang, Chi Schive,
Gordon S. Chen
Ta-Chou Huang, Chi Schive,
Gordon S. Chen, Chen Kun
Chang,Kwan-Tao Li
NT$5,000,000NT$10,000,000









Tsai Hsiung Chang, Kun Yen
Lee, Peter Hsu, Johnny Shih,
Huey Kang Investment Corp,
Ta Chu Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, Bai-Yang
Investment Holdings Corp,
U-Ming Corp, Far Eastern
Medical Foundation
Tsai Hsiung Chang, Peter Hsu,
Huey Kang Investment Corp,
Ta Chu Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, Bai-Yang
Investment Holdings Corp,
U-Ming Corp, Far Eastern
Medical Foundation
Peter Hsu, Huey Kang
Investment Corp, Ta Chu
Chemical Fiber Co.,Ltd, Far
Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, Bai-Yang
Investment Holdings Corp,
U-Ming Corp, Far Eastern
Medical Foundation
Champion Lee, Huey Kang
Investment Corp, Ta Chu
Chemical Fiber Co.,Ltd, Far
Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, Bai-Yang
Investment Holdings Corp,
U-Ming Corp, Far Eastern
Medical Foundation
NT$10,000,000NT$15,000,000 - Kun Yen Lee, Johnny Shih, Tsai Hsiung Chang, Johnny
Shih,
Tsai Hsiung Chang,
NT$15,000,000NT$30,000,000 Douglas Tong Hsu, Far Eastern
New Century Corp.
Douglas Tong Hsu, Far Eastern
New Century Corp.
Douglas Tong Hsu, Kun Yen
Lee, Far Eastern New Century
Corp.
Kun Yen Lee, Far Eastern New
Century Corp.
NT$30,000,000NT$50,000,000 - - - Johnny Shih,
NT$50,000,000NT$100,000,000 - - - Peter Hsu,
Over NT$100,000,000 - - - Douglas Tong Hsu
Total 23 23 23 23

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 President and Vice Presidents

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

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

Cash
Bonus
Cash
Bonus
President Kun Yen Lee
16,741
17,481 648 648 3,749 3,749 9,718 9,718 0.278%
0.284%
1,345
Chief Executive Vice President Y.F. Chang
ExecutiveVice President DorisWu
VicePresident 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 0.528% and 0.278% of ACC net income. Total amount of President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.542% 0.284% of net income received from those companies.

Classification of Remuneration Paid to
ACC President
and Vice Presidents
Name of President and Vice Presidents Name of President and Vice Presidents
ACC All companies listed in Consolidated Operational Report
NT$2,000,000NT$5,000,000 C.M. Chen, W.K. Chou, Z.P. Chang C.M. Chen, W.K. Chou, Z.P. Chang
NT$5,000,000NT$8,000,000 Kun Yen Lee, Y.F. Chang, Doris Wu Kun Yen Lee, Y.F. Chang, Doris Wu
NT$8,000,000NT$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 12,456 12,456 0.112%
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
Special Assistant of President Office T.M. Chen
Manager of AccountingDept. H.Y. Kao
  • The proposed amounts of 2018 managers’ remunerations need to be approved by the 2019 regular shareholders’ meeting.

  • Assistant Vice President, C.P. Sue, has retired on Aug. 2018.

==> picture [46 x 462] intentionally omitted <==

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

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

Unit: NT 1000

Unit: NT1000
Rank Title Name Stock Bonus Cash Bonus Total Amount
1 President Kun Yen Lee 0 13,404 13,404
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 Secretarial Dept. Manfred Wang
9 Manager of Finance Dept. C.Y. Sue
10 Manager of AccountingDept. H.Y. Kao
  • The employees’ remuneration comes from the profits of 2018.

  • Assistant Vice President C.P. Sue ha retired and T.L. Yu has transferred to contract employee. Therefore they do not participate in the remuneration distribution of employees.

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

There are 6 meetings of the Board of Directors held in the period from January 1, 2018 to May 10, 2019. Directors’ attendance condition was as follows:

Title Name Name ~~Attendance~~
in Person
~~By~~
Proxy
~~Attendance~~
Rate
Notes
Chairman Douglas Tong Hsu 6
0
100% Reappointment
Jun.27, 2017
Director Representatives
of Far Eastern
New Century
Corp.
Tsai Hsiung
Chang
6 0 100% Reappointment
Jun.27, 2017

Johnny Shih
6 0 100% Reappointment
Jun.27, 2017
C.V. Chen 5 1 83% Reappointment
Jun.27, 2017
Director Representative
of Yue Ding
Industry Co., Ltd.
Kun Yen Lee 6 0 100% Reappointment
Jun.27, 2017
Director
Representatives
of Far Eastern
Y.Z. Hsu Science
and Technology
Memorial
Foundation
Peter Hsu 6 0 100% Reappointment
Jun.27, 2017
Chen Kun
Chang
6 0 100% Reappointment
Jun.27, 2017
Director Representative of
Ta Chu Chemical
Fiber Co.,Ltd
Ruey Long
Chen
4 2 67% Reappointment
Jun.27, 2017
Director Representative of
Huey Kang
Investment Corp.
Connie Hsu 6 0 100% Reappointment
Jun.27, 2017
Director
Far Eastern
Medical
Foundation
Champion Lee 6 0 100% Newly-elected
Jun.27, 2017
Director Bai-Yang
Investment
Holdings Corp.
Chin-Der Ou 5 1 83% Newly-elected
Jun.27, 2017
Director
U-Ming Corp.
Kwan-Tao Li 4 2 67% Newly-elected
Jun.27, 2017
Independent
Director
Ta-Chou Huang 5 1 83% Reappointment
Jun.27, 2017
Chi Schive 4 2 67% Reappointment
Jun.27, 2017
Gordon S. Chen 6 0 100% Reappointment
Jun.27, 2017
  • Each Board of Directors Meeting has at least 2 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

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3.3.2 Other mentionable items:

  1. Board of Directors

  2. 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

  3. 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.

  4. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified: None for the period from 2018.01.01.~2019.05.10.

  5. Measures taken to strengthen the function of the Board:

  6. 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, May 11, 2017, and May 10, 2018.

  • C. The score of 2018 evaluation falls between 3.36~3.71, compared to 4 points as full score indicating good performance.

  • D. In the past years, the score of evaluation has remained on high level, 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 Corporate Governance Officer and Secretarial Department faithfully plays the role of reminding directors to follow regulations and is respected by the directors.

3.3.3 Annual priorities of Audit committee

The Audit Committee is designed to assist the Board in fulfilling its quality and integrity in overseeing the Company's accounting, auditing, financial reporting processes and financial controls.

The annual priorities reviewed by the Audit Committee mainly include: financial statements; audit and accounting policies and procedures; internal control systems and related policies and procedures; significant assets or derivatives transactions; major loans, endorsements or guarantees; raising or issuing securities; derivative products and cash investments; compliance; potential conflicts of interest for managers and directors; complaint report; fraud prevention and fraud investigation report; information security; company risk management; CPA independence and performance evaluation; appointment, dismissal or remuneration of CPA; appointment and dismissal of financial, accounting or internal audit managers; and other major matters prescribed by laws and regulations.

According to the laws, members of the Audit Committee shall be composed of all independent directors. The members of the Audit Committee of the Company has complied with the above-mentioned laws.

The Audit Committee of the Company fully understands that in order to perform its duties, it

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has the right to conduct any appropriate audits and investigations, and has direct communication with the Company's internal auditors, CPA, and all employees. At the same time, the Audit Committee also understands it has the right to hire and supervise lawyers, accountants or other consultants to assist the Audit Committee in performing its duties.

Please refer to the Company's website for the organization and working procedures of the Audit Committee of the Company.

3.3.4 Attendance of Audit committee

There are 6 meetings of the Audit committee held in the period from January 1, 2018 to May 10, 2019. 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 5
1
83.00% -
Member Chi Schive 6 0 100.00% -
Member Gordon S. Chen 6 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 Audit reportof 2017 Q2 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.
.
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
Reportof acquisitionordispositionofsecurities V
Consolidatedfinancial reportof 2017H1 V
Revision of the Company's "Internal Control
System" and "Internal Audit System and
Implementation Rules"
V
2017/11/06 Audit reportof 2017 Q3
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
In order to raise working capital, the Company
appliedforcredit from financial institutions.
V
2018auditplan V
Revision of the Company's "Internal Control
System" and "Internal Audit System and
Implementation Rules"
V
2018/03/19 Audit reportof 2017 Q4. V
Assessment the impact of International Financial
Reporting Standards No. 16 "Leases" on the
Company
V
Acquisition and disposalof fixedassets V

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Reportofendorsements / guarantees with affiliates V
In order to raise working capital, the Company
appliedforcredit from 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
Toamendthe2018auditplan V
To issue non-guaranteed overseas convertible bond
upto USD500million.
V
Toissue Cross Currency SwapforUSD500million. V
2018/05/08 Audit reportof 2018 Q1 V
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
In order to raise working capital, the Company
appliedforcredit from financial institutions.
V
Report the company's2017annualbusinessreport V
2018//08/13 Audit reportof 2018 Q2. V
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
In order to raise working capital, the Company
appliedforcredit from financial institutions.
V
Consolidatedfinancial reportof 2018H1 V
ServicefeeforCPA for 2018financial report V
2018/11/06 Audit reportof 2018 Q3 V
Consolidatedfinancial reportof 2018 Q3 V
Issued unsecured overseas convertible bondsreport V
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
2018auditplan V
Revision of the Company's "Internal Control
System" and "Internal Audit System and
Implementation Rules"
V
2019/03/19 Audit reportof 2018 Q4. V
Cross Currency Swap (CCS)Report V
Acquisition and disposalof fixedassets V
Reportofendorsements / guarantees with affiliates V
In order to raise working capital, the Company
appliedforcredit from financial institutions.
V
2018 consolidated financial report and individual
financial report
V
2018 dividend distribution V
Appointment of accountants auditing the financial
statementsfor 2019andtheirservicefee
V
Approval to 2018 "Internal Control System
Statement"
V

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

To amend Internal Control System V
To amend Accounting System V
Issuance of Long-term Commercial paper V
Proposed to issue medium and long-term unsecured V
commercial paper with total amount not exceeding
NT$10 billion in order to repay the loan, enrich the
medium and long-term working capital, and
strengthen the financial structure.
Proposed to issue unsecured corporate bonds in once V
or in a batch with total amount not exceeding NT$10
billion in order to repay the loan, enrich the medium
and long-term working capital, and strengthen the
financial structure.
To issue a letter of support for the Company’s V
subsidiary, Chiahui Power Corp., for 20-year-term
NT$10.5 billion syndicated loan.
To amend “Procedure for Acquisition and Disposal V
of Assets”
To amend “Procedure for Making Endorsements and V
Guarantees”.
To amend “Procedure for Loan to Others”. V
2019/05/10 Audit report of 2019 Q1 V
Consolidated financial report of 2019 Q1 V
Acquisition and disposal of fixed assets V
Report of endorsements / guarantees with affiliates V
In order to raise working capital, the Company V
applied for credit from financial institutions.
Report the Company’s issued 2019 corporation bond V
Report the Company's 2018 annual business report V
----- End of picture text -----

There are no other matters that did not pass the audit committee and agreed by more than two-thirds of all directors.

  1. 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.

  2. Communications with internal audit manager and CPA:

  3. (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.

  4. (2) CPA and accounting manager report financial and operation business to Independent Directors every quarter

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Meeting
date
Items discussed with internal auditor Items discussed with CPA
2018/03/19 1. Audit report of 2017 Q4.
2. Approval to 2017 "Internal Control
System Statement"
3. To amend the 2018 audit plan
1. The 2017 individual and
consolidated financial statements
2. Assessment of accounting
professional judgment,
accounting policies and
estimation changes.
3. Communication of key check
matters.
4. The impact of the new laws and
accounting standards on the
Company.
5. Other.
2018/05/08 Audit report of 2018 Q1 1. The results of 2018 Q1
consolidated financial
statements.
2. The impact of the new
accounting standards on the
Company.
3. Other.
2018/08/13 Audit report of 2018 Q2 1. The results of 2018 Q2
consolidated financial
statements.
2. The impact of the new laws on
the Company.
3. Other.
2018/11/06 1. Audit report of 2018 Q3.
2. To amend 2018 audit plan
3. Revision of the Company's "Internal
Control System" and "Internal Audit
System and Implementation Rules"
1. The 2018 Q3 consolidated
financial statements
2. Communication of key check
matters.
3. The impact of the new laws and
regulation on the Company.
4. Other.
2019/03/19 1. Audit report of 2018 Q4.
2. Approval to 2018 "Internal Control
System Statement"
3. To amend the 2018 audit plan
1. The 2018 individual and
consolidated financial statements
2. Assessment of accounting
professional judgment,
accounting policies and
estimation changes.
3. Communication of key check
matters.
4. The impact of the new laws and
accounting standards on the
Company.
5. Other.
2019/05/10 Audit report of 2019 Q1 1. The results of 2019 Q1
consolidated financial
statements.
2. Theimpactof thenew

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Meeting
date
Items discussed with internal auditor Items discussed with CPA
accounting standards on the
Company.
3. Other.

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.

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

Listed Companies”
Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
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
MOPSandthe 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

-40-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” andReasons
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

-41-

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. 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

-42-

Evaluation Item ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
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

-43-

Evaluation Item 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 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 a weighted
None

-44-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
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 10, 2019.
The Procedures for Evaluating the Board of
Directors’ Performance has been disclosed on
the Company’s website.
The Company's corporate governance
department is studying whether the board's
performance evaluation to be evaluated
externally.
The Company appointed Li Wen Kuo and Yu
Wei Fan of Deloitte & Touche to audit 2017
None

-45-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
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
March 19, 2018 and Marh 23, 2018 by the
Audit Committee and Board of Directors.
In 2019, due to internal function adjustments
in Deloitte & Touche-Taiwan, it adjusted the
Company’s CPA to Hsin Wei Tai and You Wei
Fan. The independent assessment and
qualifications of the CPA have been submitted
to the Audit Committee on March 19, 2019
and the Board of Directors on March 20.
The Audit Committee and the Board of
Directors meeting will regularly in March
eachyear to assess the independence of CPAs.
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. On May 10, 2019, the Board of Directors
appoints Vice President, Wei Kun Chou of the
Secretarial Dept. as the Corporate Governance
Officer. 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.
2. The main responsibilities are as follows:
Develop company and organizational
structure to promote the independence of the
board of directors,transparency,corporate
None

-46-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
governance, and internal control.
Plan to convene the Board of Directors and
Audit Committee and their agenda at least prior
7 days before the meetings 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.
To survey the board’s performance
evaluation and report to the board of directors
annually.
2. 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
3. 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

-47-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
4. 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
5. 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.
None

-48-

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) 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
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

-49-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
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:
On November 9, 2018, the Board of
Directors agreed to purchase liability
insurance for directors, and supervisors,
and important employees of the Company
and affiliates in the consolidated financial
statements, and it took effect on December
1,2018.
6.
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 2018
Corporate Governance Evaluation” by the
TWSE. This year will focus on improving
non-scored items: whether the company website
or annual report exposes the integrity
management policy, as well as the specific
practices and prevention of dishonesty.
Improvement: The 2018 annual report will detail
the specific measures such as the integrity
management education training (including the
course,hours and participants).
None

-50-

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.

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

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

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

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

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

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

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

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

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

-51-

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.
Meeting Date
Discussion item
ApproveOpinion processing
situations
2018/03/21
President and vicepresident's 2017performance evaluation
V
All members present
~~a~~t the meeting agreed
to pass the items
~~w~~ithout objection.
.
2017 directors' and employees’ remuneration
V
President and vice president's 2018 performance evaluation
items
V
2018/12/04
2017
directors',
president’s,
and
vice
presidents'
remuneration, and the situation of the cement industry
V
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.

In accordance with the provisions of Article 12 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers”, the members of Remuneration Committee shall not be less than three, and more than half of the members shall be independent directors (to be completed by June 30, 2019).

The Board of Directors of the Company decided to change the number of Remuneration Committee to three on May 10, 2019, and appointed Independent Director, Ta-Chou Huang, as a member. L.Z. Dong and S.Y. Su were discharged to meet the requirements of the regulations. After the change, the members of the Remuneration Committee are the independent director Chi Schive (convener), independent director Ta-Chou Huang, and Ms. M.X. Lin.

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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” and Reasons
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 26,
2018 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 for two consecutive years won the Asia Responsible
Enterprise Awards (Green Leadership). The award-winning theme are
"Cement Plant/Mining Area Sustainable Green Action Project" and
"Deeply Rooting the Seeds of Sustainable Hope – Asia Cement
environment education Project "
b.
The Company won the TCSA "Top 50 Comprehensive Performance
Award", "Top 50 CSR Report Platinum Award", "English Report Award",
"Social Integration Award", "Climate Leadership Award" and "Talent
Development Award".
c.
The Company is listed in “TWSE Corporate Governance 100 Index”.
d.
The Company is recognized as a constituent of the FTSE4Good TIP
Taiwan ESG Index by Taiwan Index Company and FTSE Russell.
e.
Grade B for Carbon Disclosure Project.
f.
The Company awarded “Excellent Company for Voluntary Reduction of
Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA
















None

-53-

(2) Does the company
provide educational
training on corporate
social responsibility on a
regular basis?
V for the sixth time.
g.
A service center is set up next to the quarry to provide local residents with
mining safety information, emergency assistance, and house repairs.
h.
Promote after-school classes for 70 Indigenous students adjacent to the
quarry.
i.
The scale of the ecological park is expanded to provide free access to the
public and providing environmental education courses and touring.
j.
Visitors for our Butterfly Garden the Ecological Park: 11,743 people.
k.
The Company provides household electricity subsidy and professional
engineering teams for home improvement services adjacent to the quarry.
Human Development Center of the Far Eastern Group regularly provides training
for directors, supervisors, managers and staff about CSR topics
On July 24, 2018 and December 24, 2018, the Far Eastern Group Human
Development Center invited the Taiwan Financial Research Institute to hold
the "Board and Supervisors Operation Practice and Corporate Governance
Seminar".
HR Department of the Company also irregularly provides CSR-related seminars.
New colleagues are asked to accept E-learning courses: CSR workplace ethics
* CSR Workplace Ethics Lecture:
August 16, 2017: Circular Economy - Hope for a New Era (Professor Ma
Hongwen, National Taiwan University
April 25, 2018: Significance and Practice of Social Impact Assessment
(Professor Zhou Guitian, National Taiwan University)
August 15, 2018: To see the aboriginal in Asia Cement (seniors and cultural
workers of Taroko,Mr.Huang Changxing)











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 policiesand

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 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

-54-

reportingto the board?
(4) Does the company
declare a reasonable
salary remuneration
policy, and integrate the
employee performance
appraisal system with its
corporate social
responsibility policy, as
well as establish an
effective reward and
disciplinary system?
V Except for consideration of education, work experience, license or permits, and
professional technology, the Company’s salary remuneration policy will not
discriminate any employee regardless of gender, age, race, religion, marital, and
family status.
The Company has a fair and reasonable salary payment system, and participates
in market salary surveys annually to ensure that the Company lists among the
highest salaries range within the cement industry.
The Company is rated as "Taiwan Top Salary 100 Index", TWSE in 2018.
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 "Employee welfare" in our CSR report.










None
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
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-friendlycement manufacturer.




None

-55-

characteristics of their
industries?
(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?
V The Company complies with all national regulations and international labor
human rights norms, including international labor conventions, the UN
Universal Declaration of Human Rights and other norms. The Company also
formulates policies that are in line with business ethics, environmental, social
issues, human rights and other public policy. Implements status is disclosed in
annual reports, CSR report, or the Company’s website.
1. 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.
2. In order to establish a gender equality workplace, the Company provides
childcare leave, family care leave, physiology leave, maternity leave,
paternity leave, and breastfeeding room.
3. Every year, the Company arranges employee health examinations, holds
health seminars, and promotes the employee assistance program (EAP). For
details, please refer to the 5.5 Labor Relations and the CSR Report.
4. Human Resource Committee of the Company follows the provisions of
Article18,Item 2of the Code of PracticeforCorporate Social














None

-56-

Responsibility, formulates the human rights policy of the Company, and
regularly evaluates the impact of the Company's operating activities and
internal management on human rights, and has corresponding procedures.
5. Specific management plan:
The Company provided training on human-rights related issues in 2018
(including corporate social responsibility in human rights practice,
cross-cultural communication and understanding, labor education, health
management and mental health related courses) with total 28 courses for 85
hours and 980 trainees.





(2) Has the company set up
an employee hotline or
grievance mechanism to
handle complaints with
appropriate solutions?
V 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.
In order to implement the Company's “Codes of Ethical Conduct” and
“Principles for Ethical Management”, the Board enacted “Working Procedures
for Reporting Illegal, Unethical, and Dishonest Issues”, and also enacted
"Complainant rules for employees”.
According to the above rules, the Company will treat all complaint
confidentially and protect whistleblowers. The identification informants of
whistleblowers will be kept confidential. The Company will also ensure that
whistleblowers won’t be revenged because of reporting improper issues.
Alleged violator has the right to appeal to the investigation team while
investigationwillbemade bytheHRCommitteeif necessary.


















None

-57-

Employees could also file a complaint via the Labor Union.
There is no complaint brought to us in 2017.
Abovementionedrulesare 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
the high cost of raw materials. This layoff has not caused any controversy.
On May, 2014, the Company was awarded “Excellence Recognition for its
collectiveagreementwithemployees”bytheMinistry of Labor.











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




None

-58-

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















None
None
(8) Does the company
evaluate the records of
suppliers’ impact on the
environment and society
before taking on business
partnerships?
V Our Purchasing Department has "supplier evaluation procedures". Suppliers
certified with ISO-9000, CNS marks, or other quality inspection mark will be
rated as excellent suppliers.
Furthermore, the Purchasing Department will assess the past impact of the
supplier on CSR issues, such as ethics behaviors, legal compliance, matters
relating to the health and security. This would be important basis for contractor
selection.
Please refer to Section 3.3.5 “Supplier relations” for detail.
None

-59-

(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 Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles
for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None.
6. Other important information to facilitate better understanding of the company’s corporate social responsibility practices
Please refer to Section 5.4 “Expenditures on Environmental Protection” of this annual report and our CSR report for more information.
Please refer to our CSR report for more information.
7. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions:
The Company’s CSR report was prepared in accordance with the GRI Standards and verified by SGS Taiwan Limited in according with AA 1000
Assurance Standard.

-60-

3.3.8 Implementation Status of Ethical Management

3.3.8 Implementation Status of Ethical Management
Evaluation Item ImplementationStatus 1 Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management
policies and programs
(1) Does the company declare its ethical corporate
management policies and procedures in its
guidelines and external documents, as well as
the commitment from its board to implement the
policies?
(2) Does the company establish policies to prevent
unethical conduct with clear statements
regarding relevant procedures, guidelines of
conduct, punishment for violation, rules of
appeal, and the commitment to implement the
policies?

V
V
“Codes of Ethical Conduct” and “Principles for
Ethical Management” of Asia Cement Corporation
have been adopted by the 5thmeeting of 24thBoard
of Directors on June 27, 2012 and reported to the
2013 shareholders’ meeting. The Company has
post “Codes of Ethical Conduct” and “Principles
for Ethical Management” on the Company’s
intranet for compliance.
The Company has also promoted “Codes of
Ethical Conduct” and “Principles for Ethical
Management” to its suppliers and contractors.
For the purpose of developing a corporate culture
of ethical management and preventing unethical
conduct, HR Department enacted “Working
procedures and Guidelines for Ethical
Management”. It clearly expresses all kinds of bad
faith conducts, preventions, and punishments for
violators.
In order to implement the Company's “Codes of
Ethical Conduct” and “Principles for Ethical
Management”, the Board enacted “Working
Proceduresfor ReportingIllegal, Unethical,and

None
None

-61-

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

-62-

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

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

-63-

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
(4) Has the company established effective systems
for both accounting and internal control to
facilitate ethical corporate management, and are
they audited by either internal auditors or CPAs
on a regular basis?
V by the Board and the shareholders’ Meeting.
All members of our Board of Directors are highly
disciplined. Once there are conflicts of interests,
such member will not participate in discussion and
voting of the issue according to relevant regulation
and keep it in the meeting minutes.
The Company also has standard procedures for
employees to report any potential conflicts of
interests.
The Company has a strict accounting system and
dedicated accounting department. For ensuring
accuracy and transparency, all financial statements
are audited or reviewed by Deloitte & Touche in
accordance with relevant regulation. In order to
implement “Regulations Governing Establishment
of Internal Control Systems by Public Companies"
and "Principles for Ethical Management", the
Company has set up the Auditing Department
which established its internal control system. And
the Audit Department will regularly review and
revise the internal control system. In addition, the
Audit Department will develop and implement its
annual internal audit plan in accordance with risk
assessment.
None

-64-

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 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.
The Company provides online workplace ethics
education training. The length is 80 minutes. In
2018, in addition to the continuous training of
employees, 40 new employees were required to be
trained.
None
3. Operation of the integrity channel
(1) Does the company establish both a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(2) Does the company establish standard operating
procedures for confidential reporting on
investigating accusation cases?
V
V
The Board of Directors enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted “Complainant
rules for employees” on May 13, 2015. Alleged
violator has the right to appeal to the investigation
team while investigation hearing could be made if
necessary.
Accordingto the above rules,the Companywill
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” and Reasons
Yes No Abstract Illustration
(3) Does the company provide proper whistleblower
protection?
V 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
disclosed.
None
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe anydiscrepancybetween thepolicies and their implementation.

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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” and Reasons
Yes No Abstract Illustration
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 or suppliers will bepunished,such as disposition,rejection of transaction,or legalprosecution.
  • Access to Corporate Governance Best-Practice Principles and relevant regulations: Please visit the Company's website at http://www.acc.com.tw.

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

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

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

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5.3.9 The Training for Directors

Name Date Organizer Course Title and Lecturer Hours
Directors
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
Peter Hsu
Kun Yen Lee
Connie Hsu
C.V.Chen
C.K.Chang
Chin-Der Ou
Champion Lee
Independent Directors
Ta-Chou Huang
Chi Schive
GordonS.Chen
Jul.24,2018

Taiwan Academy of
Banking and Finance
Board Operations Practice and
Corporate Governance Workshop
3
Directors
Douglas Tong Hsu
Tsai Hsiung Chang
Johnny Shih
Kun Yen Lee
Connie Hsu
C.K.Chang
Chin-Der Ou
Champion Lee
Kwan-Tao Li
Independent Directors
Ta-Chou Huang
Dec.24,2018

Taiwan Academy of
Banking and Finance
Board Operations Practice and
Corporate Governance Workshop
3
Directors
Peter Hsu
Aug.1,2018

Corporate Governance
Association
Supervisor and important staff
liability insurance
3
Directors
C.V.Chen
Sep.18,2018

Corporate Governance
Association
Discussion on the Influence of
the
New
Law
of
Money
Laundering
Prevention
on
Enterprises
3
Directors
Ruey Long Chen
Sep.21,2018

Securities & Futures
Institute
Analysis of important issues in
the latest company law
3
Directors
Ruey Long Chen
Sep.21,2018

Securities & Futures
Institute
Development trend and important
norms of money laundering and
fearprevention
3
Directors
Kwan-Tao Li
Nov.13,2018

Corporate Governance
Association
The impact of the Sino-US war on
enterprises and the corresponding
measures
3
Independent Directors
Chi Schive
Sep 18,2018

Corporate Governance
Association
Discussion on the Influence of the
New Law of Money Laundering
Prevention on Enterprises
3
Independent Directors
Chi Schive
Nov.8,2018

Corporate Governance
Association
Latest revision trend and analysis of
company law
3
Independent Directors
Gordon S.Chen
Sep.26,2018
TWSE 107 ESG Investment Forum 3

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3.3.10 The Training for Managers

Title Name Date Organizer Course Title and Lecturer Ho
urs
Deputy Chief
Auditor
W.H.Yeh Feb.5,2018 The Institute of
Internal
Auditors-Chinese
Taiwan
Analysis of the internal control practices
of the latest labor law amendments and
recent malpractices
6
Apr.20,2018 The Institute of
Internal
Auditors-Chinese
Taiwan
Anti-Enterprise Hidden Concerns on the
Main Line of Defense of Business
Management
6
Assistant
Vice President
H.Y. Kao May.24,2018-
May.25,2018
Accounting
Research
and
Development
Foundation
Training
Courses
for
accounting
managers
12
President
Chief Executive
Vice President
Executive
Vice President
Vice President
Vice President
Vice President
General Plant
Manager
Deputy Chief
Auditor
Assistant
Vice President
Manager
Special Assistant
Kun Yen Lee
Y.F.Chang
Doris Wu
C.M.Chen
W.K.Chou
T.L.Yu
Z.P.Chang
W.H.Yeh
Nancy Kao
Manfred Wang
T.M.Chen
May.11,2018
Jul.13,2018
Oct.30,2018
Asia Cement The present and future of Taiwan's green
economy: Wen, Lih-Chyi, Research
Fellow, Director of The Center for Green
Economy
AI+ Industry 4.0 Asia cement Forum:
Liang, Yun-Chia, Professor of
Department of Industrial Engineering
and Management, Yuan Ze University
PR crisis management in the digital
media era: Yi-Chen Wu, Professor of
Graduate Institute of Mass
Communication, College of
Communication, Fu Jen Catholic
University.
8
Chief Executive
Vice President
Vice President
Vice President
Vice President
Manager
Special Assistant
Y.F.Chang
C.M.Chen
W.K.Chou
T.L.Yu
Manfred Wang
T.M.Chen
Jul.24,2018 Taiwan Academy
of Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3
Executive
Vice President
Vice President
Special Assistant
Manager
Manager
Doris Wu
W.K.Chou
T.M.Chen
Manfred Wang
Z.Z. Zhong
Dec.24,2018 Taiwan Academy
of Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3

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3.3.11 the Execution Status of Internal Control System

Asia Cement Corporation Statement of Internal Control System

Date: March 21, 2019

Asia Cement Corporation(ACC) has conducted a self-inspection of internal control system during 2018. 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, 2018 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 21, 2019 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 2018 Regular Shareholders’ Meeting

Date Major resolutions
2018/06/26 1. Acceptance of 2017 financial statements and consolidated financial statements
2. Acceptance of the proposal for distribution of 2017 profits.
3. Amendment to“Articles of Incorporationof AsiaCementCorporation”.
Execution
Status
Major resolutions of the Shareholders’ meeting have been fully implemented.
1. The record date for distribution of 2017 profits was Sep. 5, 2018. Cash
dividends have been distributed on September 28, 2018.
2. Relevant amendments have been disclosed on our website.

2. Major Resolutions of the Board of Directors

Totally 6 meetings of the Board of Directors were held in the period from Jan. 1, 2018 to May 10, 2019. 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
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 Incorporationof AsiaCementCorporation”.
2018/05/11 1. Toapprove2017BusinessReport.
2018/08/14 1. To decide the date for distribution of cash dividends and the closing date for
stock transference.
2. ToacceptCPAservicefee.
2018/11/09 1. To accept 2019 audit plan.
2. Amendment to the "internal control system".
3. To purchase liability insurance for directors, and supervisors, and important
employees of the Company and its affiliates in the consolidated financial
statements.
2019/03/21 1. Acceptance of the 2018 employees’ compensation and Directors’ and
Supervisors’ remuneration.
2. Acceptance of 2018 financial statements and consolidated financial statements.
3. Acceptance of the proposal for distribution of 2018 profits.
4. Acceptance of 2019 business budget.
5. Acceptance of 2019 CPA service fee of Deloitte & Touche.
6. To convene 2019 regular shareholders' meeting.
7. Acceptance to issue 2018 Statement of Internal Control System.
8. Amendment to the "internal control system".
9. Amendment to the "accounting system".
10. Tto issue medium and long-term unsecured commercialpaper with total amount

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  • not exceeding NT$10 billion in order to repay the loan, enrich the medium and long-term working capital, and strengthen the financial structure.

    1. To issue unsecured corporate bonds in once or in a batch with total amount not exceeding NT$10 billion in order to repay the loan, enrich the medium and long-term working capital, and strengthen the financial structure.
    1. To issue a letter of support for the Company’s subsidiary, Chiahui Power Corp., for 20-year-term NT$10.5 billion syndicated loan.
    1. Amendment to “Articles of Incorporation of Asia Cement Corporation” 14. Amendment to “the Working Procedures for the Acquisition and Disposal of Assets”.
    1. Amendment to “the Procedure for Making Endorsements and Guarantees” 16. Amendment to “the Procedure for Loans of Funds to Others” 17. Amendment to “the Procedure for Employee Retirement.
  • 2019/05/10 1. Acceptance of 2018 Business Report. 2. Amendment to "Corporate Governance Code", "Meeting Rules of the Board of Directors", "Organization Rules of the Audit Committee" and "Organization Rules for the Remuneration Committee".

    1. To change the member of remuneration committee. 4. To set up Corporate Governance Officer.

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

  1. 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
7,560
0 20 0 6,817 6,837 01/01/2018-12/31/2018
Y. W. Fan

Note: Others including: (1) ECB issuance expenses 5,484 thousand, (2) Transfer Pricing related report 740 thousand, (3) Investment consultation 583 thousand, and (4) IFRS 16 CPA’s assessed opinion 10 thousand.

  1. If the audit fee in the year CPA firm changes is lower than that in the prior year, specify the amount of audit fee before and after and the reason: None.

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

  3. Change of CPA in recent two fiscal years and subsequent periods: None. The Company commissioned Deloitte & Touche-Taiwan to audit the financial statements. Due to internal function adjustments in Deloitte & Touche-Taiwan, the audit has been commissioned from CPA Li Wen Kuo and You Wei Fan to CPA Hsin Wei Tai and You Wei Fan since 2019Q1.

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

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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
Accounting YingBei Lin Assistant Administrator CPA,Taiwan

-74-

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 on Dec. 31,2018 Shareholding on Dec. 31,2018 Shareholding on Apr.26,2019 Shareholding on Apr.26,2019
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
Peter Hsu
C.K. Chang
Director Ta Chu Chemical Fiber
Co.,Ltd
RueyLong Chen
Director Huey Kang Investment
Corporation
ConnieHsu
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
President K.Y.Lee
Chief Executive
VicePresident
Y.F. Chang
Executive Vice Doris Wu

1 The majority shareholder with holding more than 10% share of the Company.

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Title Name Shareholding on Dec. 31,2018 Shareholding on Dec. 31,2018 Shareholding on Apr.26,2019 Shareholding on Apr.26,2019
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares
Changes of
Shares Pledged
President
VicePresident C.M. Chen
VicePresident W.K. Chou
General Plant
Manager
Z.P. Chang
VicePresident T.L.Yu
Deputy Chief
Auditor
W.H. Yeh
Manager Manfred Wang
Special Assistant T.M. Chen
Accounting
Manager
H.Y. Kao
  1. Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.

  2. 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% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) 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. The Same Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
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
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% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) 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. The Same 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% 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-relatedparty
Shin Kong Life Insurance Co.,
Ltd.
Representative:
Wu Tung Chin
71,377,591 2.12% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% Labor Pension Fund (the New Fund) 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-relatedparty
0 0% 0 0% China Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Yuan-Ze University Non-relatedparty
0 0% 0 0% Far Eastern Memory Foundation Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
Labor Pension Fund (the New
Fund)
59,612,595 1.77% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% Shin Kong 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-relatedparty
0 0% 0 0% China Life Insurance Co., Ltd. Non-relatedparty
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% Yuan-Ze University Non-relatedparty
0 0% 0 0% Far Eastern Memory Foundation Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
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% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% China Life Insurance 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
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% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Pension Fund (the New Fund) Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University The Same Chairman
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 Chairman is the Director of
the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
China Life Insurance Co., Ltd.
Representative:
Alan Wang
48,150,000 1.43% 0 0% 0 0% Far Eastern New Century Corporation Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-relatedparty
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) 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-relatedparty
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-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% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) 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. The Same 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% 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% Far Eastern Medical Foundation Director of the Foundation
is the Chairman
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-relatedparty
0 0% 0 0% Labor Pension Fund (the New Fund) 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. Director of the Foundation
is the Chairman
0 0% 0 0% China Life Insurance Co., Ltd. Non-related party
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% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Shin Kong Life Insurance Co., Ltd. Non-related party
0 0% 0 0% Labor Pension Fund (the New Fund) 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% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% China Life Insurance 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, 2018

Investees Investments by ACC Investments by ACC Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
Total Investments Total Investments
Shares % Shares % Shares %
Asia Investment Corp. 222,039,596 100.00% - 0.00% 222,039,596 100.00%
Sunrise Industrial Holdings Ltd. 90,000 100.00% - 0.00% 90,000 100.00%
Yuan LongStainless Steel Corp. 200,000,000 100.00% - 0.00% 200,000,000 100.00%
Der ChingInvestment Corp. 595,576,603
99.99%
25,326 0.00% 595,601,929 99.99%
Ya TungReady-Mixed Concrete Corp. 159,067,779
99.99%
6,909 0.00% 159,074,688 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 MingTransportation Co.,Ltd. 29,517,188
99.82%
39,944 0.14% 29,557,132 99.96%
Asia EngineeringEnterprise 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 DingCo.,Ltd. 178,707,648
35.50%
259,921,774 51.62% 438,629,422 87.12%
Ya Li Precast and Prestressed Concrete 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%
71,643,298 4.57% 1,132,852,500 72.30%
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%
EverstrongIron & Steel FoundryLtd. 3,199,823
40.40%
660,000 8.34% 3,859,823 48.74%
Yuan DingLeasingCorp. 34,640,189
43.60%
- 0.00% 34,640,189 43.60%
U-MingMarine Transport Corp. 331,701,152
39.25%
20,513,219 2.43% 352,214,371 41.68%
Oriental Securities Corp. 135,092,154
18.93%
144,591,810 20.26% 279,683,964 39.19%
Far Eastern New CenturyCorp. 1,272,277,085
23.77%
553,246,442 10.34% 1,825,523,527 34.11%
Yue Yuan Investment Corp. 155,000,803
29.92%
515,024 0.10% 155,515,827 30.02%
China Shanshui Cement GroupLtd 331,878,315
7.62%
428,393,000 9.84% 760,271,315 17.46%

-83-

IV Capital Formation

4.1 Capital and Shares

4.1.1 Capital Increase in the Past Five Years

4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years 4.1.1 Capital Increase in the Past Five Years
As of Apr. 30,2019
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

4.1.4 Shareholder Structure 4.1.4 Shareholder Structure
As of Apr. 30,2019
Structure
Amount
Governments Financial
Institutions
Other
Institutional
Investors
Domestic
Individual
Investors
Foreign
Institutions
&
Individuals
Total
Number of
Shareholders
11 62 314 73,212 740 74,339
Number of shares 108,299,977 328,459,425 1,588,026,592 510,103,865 826,557,339 3,361,447,198
Shareholding
Percentage
3.22% 9.77% 47.24% 15.18% 24.59% 100.00%

Note: No foreign institutions and individuals from China Area.

-84-

As of Apr. 30, 2019

4.1.5 Shareholding Distribution Status

As of Apr. 30,2019
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
1-999 34,247
8,225,181

0.24%
1,000-5,000 26,976
59,360,106

1.76%
5,001-10,000 5,555
40,645,853

1.21%
10,001-15,000 2,358
28,717,751

0.85%
15,001-20,000 1,119
19,772,533

0.59%
20,001-30,000 1,184
28,992,123

0.86%
30,001-40,000 605
21,077,897

0.63%
40,001-50,000 399
18,133,365

0.54%
50,001-100,000 762
53,666,154

1.60%
100,001-200,000 436
61,420,938

1.83%
200,001-400,000 253
69,762,915

2.08%
400,001-600,000 96
47,177,595

1.40%
600,001-800,000 61
42,071,599

1.25%
800,001-1,000,000 36
32,140,037

0.96%
Over 1,000,001 252
2,830,283,151

84.20%
Total 74,339
3,361,447,198

100%
Preferred Share
As of Apr. 30,2019
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0
Preferred Share Preferred Share
As of Apr. 30,2019
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0

4.1.6 List of Major Shareholders

As of Apr. 30, 2019

NA
0
4.1.6 List of Major Shareholders
0 0
As of Apr. 30,2019
Shares
Major Shareholder

Number of Shares
Holding Percentage
Far Eastern New CenturyCorporation 750,511,324
22.33%
Far Eastern Medical Foundation 181,566,797
5.40%
Shin KongLife Insurance Co.,Ltd. 71,377,591
2.12%
Labor Pension Fund(the New Fund) 59,612,595
1.77%
Labor Pension Fund Committee of Far Eastern New
CenturyCorporation
50,835,049
1.51%
Far Eastern Department Stores Co.,Ltd. 50,000,492
1.49%
China Life Insurance Co.,Ltd. 48,150,000
1.43%
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 1,346,937,372
40.06%

-85-

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

Unit: NT$


Item
Year Year
2017
2018
Market Price
Per Share
Highest 32.00 45.75

Lowest
25.50 26.70
Average 27.74 34.10
Net Value
Per Share

Before Distribution
37.91 41.02
After Distribution 36.71 (Note)
Earnings
Per Share
Weighted Average shares
(in thousand)
3,139,297 3,139,152

Earnings Per Share
1.74 3.54
Dividends
Per Share

Cash Dividends
1.20 2.8(Note)
Stock
Dividend
Dividends from
Retained Earnings
-
-


Dividends from
Capital Surplus
- -

Accumulated Unpaid Dividends
- -
Return on
Investment

Price-Earnings Ratio
15.94 9.63

Price-Dividend Ratio
23.12 12.18
Cash Dividend Yield Rate 4.33% 8.21%

Note: To be resolved by the 2019 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 shareholders’ dividend 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. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, the dividend payout ratio each fiscal year shall be no less than fifty percent (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:

Year
Cash Dividend
Ratio of Total
Dividend
Stock dividend
Ratio of Total
Dividend
Total dividend
2014
NT $2.2
100%
NT $0
0%
NT $2.2

-86-

2015 NT $1.1 100% NT $0 0% NT $1.1
2016 NT $0.9 100% NT $0 0% NT $0.9
2017 NT $1.2 100% NT $0 0% NT $1.2
2018 (Proposed) NT $2.8 100% NT $0 0% NT $2.8

The net income after tax for FY2018 as NT$ 11,117,093,960. After the appropriation of Legal Reserve and Special Reserve, NT$ 9,487,103,948 is left. The Broad has proposed a cash dividend of NT$ 2.8 per share, which is summed up to NT$ 9,412,052,154 in total.

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

Unit: NT$

Unit: NT$

Item
Year 2019 (Estimated)
Paid-In Capital (Beginningof The Year) NT$33,614,471,980
StockCash
Dividend
Distribution
Cash Dividend Per Share NT$2.80
Stock Dividend From Retained Earnings Per Share 0.00 Share
Stock Dividend From Capital Surplus Per Share 0.00 Share
Variance In
Business
Performance
OperatingIncome Not Applicable*
% Change In OperatingIncome
Net Income
% Change In Net Income
Earnings Per Share
% Change In EPS
Average Return on Investment (%)
(Reciprocal of Average P/E Ratio)
Pro Forma EPS
& P/E Ratio
If Retained Earnings
Distributed In Cash
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment

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

4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration

  1. 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.

-87-

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

  3. (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 2019.

  4. Information on resolved by the Board of Directors on March 20, 2018 for distribution of compensation:

  5. (1) The amount of any compensation distributed in cash or stocks: Employees’ cash compensation is NT$ 253,436,520. Directors' cash remuneration is NT$ 223,657,728.

  6. (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.

  7. (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.

  8. 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, 2018 to distribute employees’ compensation NT$ 147,850,000 and directors’ and supervisors’ remuneration NT$ 130,120,000 which were recognized by the Shareholders’ Meeting. The employees’ compensation and directors’ and supervisors’ remuneration was fully distributed and no discrepancy with 2017 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.

-88-

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
ParValue 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 KGISecurities Co.LTD.
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
45th Anniversary of TheIssueDate
Interest Paid Annually Since Issue, 50%
Principal Installed Seperately After The
45th 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

-89-

Type of Bond Issued
Item
Type of Bond Issued
Item
1st Unsecured Corporate Bond
Issued in 2019
Date Issued May. 8,2019
ParValue NT$1,000,000
Issue and Trade Place N/A
Issue Price ParValue
Nominal Amount NT$6,500,000,000
Interest Rate 0.88%
Term Five Years.
Maturity:
May. 8,2024
Guaranty/Guarantor None
Trustee China Trust Commercial Bank,
TrustDepartment
Underwriter MasterlinkSecurities Corporation
Certified Lawyer M.T.HUANG
Certified Public Accountant L.W.Kuo, Y.W.Fan
Repayment Method
RepaymentIn Lump SumUpon Maturity
OutstandingBalance NT$6,500,000,000
RedemptionClauses None
RestrictiveCovenants 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:Sep.19,2018
Convertible AmountConverted None
Issue/
Conversion Rules
None
Terms to issuance, conversion, exchange and
subscription. The impacts to current shareholder
equityandpotential dilutions.
None
Custodian None

-90-

Type Of Bond
Issued
Item
Type Of Bond
Issued
Item
2ndOverseas
Unsecured Convertible Bonds
3rdOverseas
Unsecured Convertible Bonds
Date Issued May. 13,2013 Sep. 21,2018
Par Value US$200,000 and in increments of US$1,000
thereafter
US$200,000 and in increments of US$1,000
thereafter
Issue And Trade Place Singapore Exchange Singapore Exchange
Issue Price Par Value Par Value
Nominal Amount US$220,000,000 US$215,000,000
Interest Rate 0% 0%
Term Five Years Maturity: May. 13,2018 Five Years Maturity: Sep. 21,2023
Guaranty/Guarantor None None
Trustee BNY Mellon BNY Mellon
Underwriter Goldman Sachs International UBS AG HongKongBranch
Certified Lawyer Y.H. Wang Y.H. Wang
Certified Public Accountant H.W. Tai,L.W. Kuo L.W. Kuo,Y.W. Fan
Repayment Method Unless previously redeemed, repurchased and
cancelled or converted, the bonds will be
redeemed at their principal amount on the
maturity date.



Unless previously redeemed, repurchased and
cancelled or converted, the bonds will be
redeemed at their principal amount with a
yield calculated at the rate of 0.6% per annum
on the maturitydate.
Outstanding Balance Dec. 31, 2017: US$3,000,000
May. 13,2018: US$0
US$215,000,000
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.
A. The Issuer may redeem the Bonds at the
option of the Issuer in whole or in part
at any time after three years of the Issue
Date at the Early Redemption Price, if
the closing price for 30 consecutive
trading days (in the event of ex-rights or
ex-dividends, the closing price on each
applicable trading days during the
period
from
the
ex-rights
or
ex-dividends trading day to the ex-rights
or ex-dividends record date, as the case
may be, shall be adjusted to the price
taking into account of impact of the
ex-rights or ex-dividends) of the Issuer’s
common shares on the TSE is at least
130% of the amount, which is the price
of Early Redemption Price multiplied by
the then Conversion Price divided by the
principal amount of the Bonds;
B.
The Issuer may redeem all of the Bonds
at the Early Redemption Price in the
event that 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 the Early Redemption Price in the
event of changes in ROC taxation
resulting in increase of tax obligation or
the necessity to pay additional interest
expense or increase of additional costs
to the Issuer.
Restrictive Covenants None None
Credit Rating
Agency/Date/Rating
None None
Convertible Amount
Converted
None None

-91-

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 prevailing
laws and regulations.






























Except for closed periods as prescribed by
ROC laws and regulations or otherwise
described in the Indenture, the bondholders
shall have the right to require the Issuer to
convert the bonds into the converted
securities at any time during the period from
the next day immediately after the end of a
three-month period following the Issue Date
to 30th day prior to the Maturity Date. The
aforementioned closed periods shall mean:
A. The period during which under the laws
of the ROC 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 divided or rights
issues, 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.
C.
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.
D. Other closed period as required by ROC
laws and regulations or by the TSE.
E.
Where any ROC laws and regulations
governing
closed
period
as
above-mentioned has been changed or
amended, the closed period shall be
amended to comply with the prevailing
laws and regulations.
Terms to issuance, conversion,
exchange and subscription. The
impacts to current shareholder
equity and potential dilutions.
The 2ndoverseas unsecured convertible
bonds with a zero coupon rate, the bonds
provide a low-cost source of long-term funds
and reduce the interest expenses, and
therefore have a positive boost on the
Issuer'sprofitability.
The 3rdoverseas unsecured convertible
bonds with a zero coupon rate, the bonds
provide a low-cost source of long-term
funds and reduce the interest expenses,
and therefore have a positive boost on the
Issuer'sprofitability.
Custodian None None

-92-

4.2.2 Issued Exchangeable Bonds and Convertible Bonds

Type of Bonds Issued Type of Bonds Issued 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds 2ndOverseas Unsecured Convertible Bonds
Item Year
Launch
Date
2013 2014 2015 2016Note1 2017 Jan. 1, 2018 to
May. 13, 2018
Note3
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.

Note3: After final redemption on May. 13, 2018, there is no outstanding balance.

Type of Bonds Issued Type of Bonds Issued 3rdOverseas Unsecured Convertible Bonds 3rdOverseas Unsecured Convertible Bonds 3rdOverseas Unsecured Convertible Bonds
Item Year
Launch
Date
2018 From the
current year to
March. 31,2019
Market Price of
Convertible
Bonds(US$)
Highest 100 107.07 106.66
Lowest 100 99.23 101.38
Average 100 102.37 104.02
Conversion Price/Share 42.24 42.24 42.24
Issuing (handling) date and
conversionprice in issuing
Issued on September. 21, 2018
NT$42.24/share
Method of performing
conversion obligations
Issuance of new shares

-93-

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 17,072(As of March 31,2019)
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$)
2018 Highest 11.9
Lowest 11.9
Average 11.9
As of
March
31,2019
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.

-94-

V Overview of Business Operation

5.1 Business Introduction

5.1.1 Business Scope

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

  2. Main Business and Percentage:

  3. A. Production and sales of Cement and clinker: 96%.

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

  5. New Product Research & Development: None.

5.1.2 Industry Overview

  1. Market situation and future outlook

  2. A. The 2018 total cement production volume in Taiwan was 10,938,847 MT, increased 0.57% compared to 2017. Among them, the domestic cement sales was 8,574,458 MT, and exported cement was 2,378,790 MT. Compared with those in 2017, domestic sales increased by 3.3%, exports decreased by 6.85%. In 2018, the domestic real estate market was stable. Compared with 2017, the price of the real estate market showed a trend of falling prices and increased trading volume. The cement consumption decreased to 10,653,984 MT, increased by 4.72%. The 2018 per capita average cement consumption is about 435 kg, increased 0.69% from 432 kg in 2017. As a result, the cement market in Taiwan is still showing oversupply.

  3. B. For the year 2019:

    • (1) Outlook of the domestic market:

Taiwanese Public Works budget totaled NT$ 167.9 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.

According to the prediction of the Taiwan Institute of Economic Research, Taiwan’s economy and investment have rebounded in 2019, however, the US-China trade war has continued to escalate. The major international forecasting agencies believe that global trade growth in 2019 will be worse than that in 2018. In addition, due to the faster-than-expected monetary tightening policy of major central banks, the strengthening of the US dollar and the increase in borrowing costs have caused some emerging market countries to be affected due to funds escaping, and increase financial market volatility, which is not conducive to Taiwan’s consumption performance.

-95-

According to the forecast published by the Taiwan Institute of Economic Research in April 2019, the GDP growth rate in 2019 was 2.12%, which was 0.45 percentage points lower than the 2.57% in 2018.

In terms of real estate, the number of houses transaction in the housing market in 2018 was 280,000, an increase of 4% compared with 270,000 in 2017. However, the price gap between buyers and sellers is still large, and the housing market is not reversing. The follow-up signal still needs to be observed. Overall, the number of civil construction sites is estimated to decrease in 2019, and the number of public works is increasing. The total cement demand in Taiwan will increase slightly compared with last 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, China began to increase its import and supply of clinker in 2018, resulting in a re-adjustment of regional supply and demand. China accounted for a large proportion of Vietnam's exports, which led to regional price increases. It is expected that China's imports will continue to affect regional supply and demand in 2019. At the same time, due to the 2020 Olympic Games in Japan, domestic demand is optimistic. South Korea has not increased its exports because of the domestic carbon tax and increased production costs.

In addition, in line with the Taiwan Government's cement export policy, the future export volume will not exceed the policy ceiling. Only a small number of long-term supply markets will be supplied. In order to maintain the profitability of the Company, 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.

  1. Product development and company competitiveness

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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, 2019 Unit: NT$1,000

Item Amount
Industrial 4.0 project
- Intelligent shipment
- Analysis and forecasting to kiln refractory
- Intelligent quality control
5,000
Industrial 4.0 Project Phase 2:
- Cloud War Room
- Product Line Machine Predictive Maintenance
- Intelligent Mining
4,000
Industrial 4.0 Project Phase 3:
- Intelligent Occupational Safety
- Intelligent Control Optimization
- Big Data Analyze for Production, Quality and Cost
9,000
Big Data Analysis - Predictive Analysis Project 1,000
No.2 cement mill rolling machine hydraulic system update 3,100
No.1 cement mill rolling machine hydraulic system update 2,900
No.3 cement mill rolling machine hydraulic system update 3,100
No.4 cement mill PLC system update 4,200
Fully automatic start-up and AI control system for cement
grinding system
600
Hualien Plant No. 2 and No. 3 rotary kiln alternative fuel using
system project
82,650
Masonry cement production and quality management
improvement
120
Powder mixing technology for laboratory 800
Handling slope with cable saw technology 900
LIDAR and ground light monitoring work in Xinchengshan
Quarry
2,152
Quarry blasting vibration monitoring work 636

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Analysis of the water system in the Quarry 3,045
Total 123,203

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

  1. Major Sale Markets

  2. A. Cement and Clinker:

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

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

  1. Market Share

In 2018, the Company domestic sales was 2,546,181 MT, i.e. 29.67% of the sales amount of all domestic cement producers, which was equal to 23.90% of total cement consumption in Taiwan.

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

  2. A. In 2019, Taiwan is affected by the US-China trade war. According to the prediction of the Taiwan Economic Research Institute, the GDP growth rate of 2.12% will be reduced by 0.45% compared with last year. In addition, the National Development Council of the Executive Yuan issued a report indicating that the current domestic economic situation has slowed down and must be closely watched. Meanwhile, the trading volume of the housing market in 2018 has not yet reversed significantly. The cement market is still in an oversupply situation. The domestic demand in 2019 is estimated to be about 11 million MT. It is slightly growing compared with 2018. The energy, raw materials, labor costs and sea freight prices are also increased. And the amount of imported cement is an important factor

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affecting the selling price.

  • B. For the export sales, the Company is expected to export 1.1~1.2 million MT of cement and clinker in 2019, which is equivalent to 2018. 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 2019 Public Works Projects increase 7.7% to NT $392.7 billion. Taiwan’s cement industry believes that the implementations of several infrastructure projects will drive private investment. 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. In 2018, the floor area of the application for the issuance of the building license increased by 14% compared with 2017, indicating that the private investment continued to expand. Moreover, the number and amount of overseas Taiwanese businesses to return to invest in Taiwan continued to increase. Taiwan government also accelerated house reconstruction, urban renewal, and implemented the public construction. All these help to increase domestic construction investment.

  • 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 26% in 2019. 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.

  • E. Solutions:

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

5.2.2 Application of Major Cement Products

  1. Portland Cement Type I:

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.

  1. 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.

-100-

- 101 -
-101-
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2017
2018
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1 BB Co.,Australia
853,546
37.23 Raw material supplier BB Co.,Australia
1,579,103
46.29 Raw material supplier
2
ChungLingCo.
317,095
13.83 Raw material supplier ChungLingCo.
468,335
13.73 Raw material supplier
3
Fu Shan Mineral
Stone
109,987
4.80 Raw material supplierAA Co., Australia
229,872
6.74 Raw material supplier
4
Yuantai Corp.
72,000
3.14 Construction supplier
KENWAY
74,989
2.20 Equipment supplier
Others
940,063
41.00
Others
1,058,698
31.04
Net Total Supplies
2,292,691 100.00
Net Total Supplies
3,410,997 100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
2017 2018
Item
Company Name
Amount % Relation with Issuer Company Name Amount % Relation with
Issuer
1 Ya Tung Ready-Mixed
Concrete Co.
1,361,340
17.42
Subsidiary Ya Tung Ready-Mixed
Concrete Co.
1,582,083 18.95
Subsidiary
Others 6,454,365
82.58
Others 6,766,506 81.05
NetSales 7,815,705 100.00 NetSales 8,348,589 100.00
Note: Variations are because of market mechanisms.

5.2.6 Output of Main Products 2017-2018

1. ACC (Taiwan)

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

Year
Output
Product
2017 2017 2018 2018 2018
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 5,597
3,575

6,739,549

5,597

3,555

7,256,280

2. ACC (China)

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

Year
Output
Product
2017 2017 2017 2018 2018 2018
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 35,500
29,863
24,996,017
35,500

30,528
27,702,318

5.2.7 Sales of Main Products 2017-2018

  1. ACC (Taiwan)

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

Year
Sales
**Product **
2017 2017 2017 2017 2018 2018 2018 2018
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker*
2,491
5,548,571
1,108
1,702,846
2,584
5,754,142 928 1,481,856
  • Cement & Clinker produced by the Company.

2. ACC (China)

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

Year
Sales
**Product **
2017 2017 2017 2017 2018 2018 2018 2018
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value

30,028
33,264,756
151
162,895 30,676 46,803,136
219
242,168
Cement
&
Clinker*
  • Cement & Clinker produced by the Company.

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5.3Human Resources

Year 2017 2018 As of Mar. 31, 2019
Number of
Employees
Headquarter 154 149 147
Hsinchu Plant 100 30 29
Hualien Plant 305 305 303
Total 559 484 479
Average Age 47.92 46.37 46.11
Average Years of Service 21.48 18.06 17.82
Education Ph.D. 0 0 0
Masters 12.68% 15.70% 15.66%
Bachelor’s Degree 43.39% 46.69% 46.76%
Senior High School 38.75% 33.27% 32.99%
Below Senior High School 5.18% 4.34% 4.59%

5.4 Expenditures on Environmental Protection

Unit: NT$ 1,000

Unit: NT$ 1,000
Items Amount
1 Green vegetation and maintenance for quarry 20,150
2 Expenditure for environmental fees 113,360
3 Other 61,100
Total 194,610

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: NT$ 331,500.

  • (2) Reasons:

    • a. The change of air pollution control personnel has not completed the declaration within 15 days as required.

    • b. The coal conveyor belt was on fire causing air pollution.

    • c. Quarry water pollution permit content is inconsistent with the site.

  • (3) Countermeasures:

    • a. The air pollution control personnel have been reported to relevant agency.

    • b. Immediately change the belt and implement several improvement measures

    • c. Complete the quarry water pollution permit change.

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

5.4.1 ISO-14001 Environmental Management Systems (EMS)

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

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

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

5.4.2 Air Pollution Prevention

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

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.

  1. At present, ACC's Hsinchu plant has 2 electrostatic precipitators and 35 bag filters, with a total investment cost of NT $174 million. The Hualien plant has 9 electrostatic precipitators and 80 bag filters, with a total investment cost more than NT $950 million.

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

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

  4. In 2018, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 194,610,000.

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5.4.3 Greening and Beautification for Quarry Restoration

  1. 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.

  2. As of 2018, the green restoring area is 63.3 acres which is 74.21% 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.

  3. In 2018, the Hualien plant devoted NT$ 9,616,000 to the greening and beautification of the quarry.

  4. 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.

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

  6. In 2018, the Hualian plant’s Quarry's Green Sustainable Action Plan was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia.

  7. In 2019, the Hualian plant’s "Deeply Rooting the Seeds of Sustainable Hope – Asia Cement environment education Project" was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia.

5.4.4 Major Environmental Protection Work in the Future

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

  2. Practicing in industry waste reduction; avoiding pollution.

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

  4. Utilizing wastes as resources to take social responsibilities.

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

5.4.5 Fulfill Social Responsibilities

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

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

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

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

  2. Employees are encouraged to serve as hospital volunteers.

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

5.5 Labor Relations

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

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

  2. Employee Relations

The Company provides Employee Assistance Program (EAP) service from Hsinchu Lifeline Association, EAP Center, which offers professional counsel to all issues employees may meet, such as career development, family issues, and interpersonal relationship. We will also conduct a new personnel care questionnaire to understand the workplace adaptability of new employees and provide necessary assistance based on their feedback. In addition, various types of psychological education and care and propaganda will be posted on the company's electronic bulletin board to promote employees' mental health knowledge.

  1. Each year, the Human Resources Department conducts curriculums based on the functional needs of different departments and levels, combines the company's development strategies, and provides opportunities for supervisors and employees to fully study and train. It not only achieves the goal of training, but also links with the development of employees' careers. The training courses include: new personnel training, core competency training, professional/functional training, leadership training, and so on. In 2018, the special training project “Introduction and Challenges of Sustainable Cement Initiative” was completed, in which training classes, managers thought and discussed about the important mission and strategic path of Asian Cement as a member of international cement community.

  2. At the same time, the various departments of the company can also recommend their colleagues to participate in vocational training courses introduced by related companies, government agencies and social organizations, to improve their professional functions, and to link with social pulsations.

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In 2018, the high-potential leadership training program was continuously implemented, covering all middle and high-level supervisors of all subsidiaries of the Asia Cement, with a total of 12 hours of training courses. Since 2014, after intensive 225-hour course training, 30 high-level conference internships, and 30 seminars, more than half of the training talents have been promoted. The program also has a training mechanism to enable these potential successors to continue learning to make sure under the increasingly severe environmental challenges of the company, more backbone talents can lead the organization to continue to develop.

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 2018, totally 594 training courses were held for ACC employees, roughly 11,880 participants; the relevant expenditures amounted to NT$ 2.5 million.

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

  2. The Company’s management philosophy “Sincerity, Diligence, Thrift, 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.

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

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

  1. Policies of labor safety and health

  2. A. Management in Labor Safety and Health

    • The Company’s policy of labor safety and health is based on the following

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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. 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. In March 7, 2019, the Occupational Safety and Health Department of the Ministry of Labor agreed to remove the Company from the special list of Enhance Enforcement Program (EEP) target. The company has learned lessons and will continue to improve to build a corporate safety culture toward zero disasters target.

  • B. Workplace environment and labor safety protection

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

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

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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.

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

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
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
2019/03~2021/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
First Commercial Bank.
Tung-Hwa Branch
2019/02~2021/02 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Taiwan Cooperative Bank
Ta-An Branch
2019/03~2021/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Hwa Nan Commercial
Bank. Tung-Hwa Branch
2018/12~2020/12 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Far Eastern International
Bank Business Dept.
2019/02~2022/02 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of Taiwan
Wu-ChangBranch
2018/05~2020/05 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
E.Sun Commercial
Bank
2018/10~2020/10 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Yuanta Commercial Bank 2018/12~2020/12 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Chang Hwa Bank
Tung-Hwa Branch
2018/08~2020/08 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Mega International
Commercial Bank Foreign
Dept.

2018/06~2020/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Mega International
Commercial Bank Foreign
Dept.

2018/06~2020/06
Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Land Bank of Taiwan Co.,
Ltd. Tung-Hwa Branch
2018/09~2020/09 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
KGI Bank 2018/09~2020/09 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of China Taipei
Branch
2018/07~2020/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
BNP PARIBAS Taipei
Branch
2019/01~2021/01 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
DBS Bank (Taiwan) Ltd 2018/10~2020/10 Interest paid monthly, principal
repaid at maturity
None
Long term raw
material supply
BB Co., 2018/02~2019/05 Contract of Coal Purchase None

Long term raw
material supply
Chung Ling Co. 2018/03~2018/12 Contract of Clay Purchase None

Long term raw
material supply
AA Co., 2017/09~2019/12 Contract of Coal Purchase None

Long term
construction service
provider
Yuantai Corp. 2017/09~2019/02 Contract of construction service None
Long term raw
materialsupply
CC Co., 2018/06~2019/12 Contract of equipment Purchase
None

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VI Financial Information

6.1Financial Reports & Audit Results (2014~2018)

6.1.1 Consolidated Balance Sheets

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
Five-Year Financial Summary
2014 2015 2016 2017 2018
Current Assets 70,558,875 52,844,285 42,148,568 50,262,702 80,358,506
Property, Plant and Equipment 70,586,382 67,264,573 58,832,486 53,738,838 52,549,341
Intangible Assets 5,485,677 5,304,367 4,866,642 4,552,561 3,694,783
Other Assets 136,188,121 144,663,984 132,623,089 138,510,247 142,585,368
Total Assets 282,819,055 270,077,209 238,470,785 247,064,348 279,187,998
Current
Liabilities
Before Apportioned 64,989,203 65,223,927 40,857,530 53,948,167 62,804,294
After Apportioned 72,384,387 68,921,519 43,882,832 57,981,903 -
Non-current Liabilities 56,102,626 49,999,090 56,950,034 47,319,817 57,335,358
Total
Liabilities
Before Apportioned 121,091,829 115,223,017 97,807,564 101,267,984 120,139,652
After Apportioned 128,487,013 118,920,609 100,832,866 105,301,720 -
Equity Attributable To Owners
Of The Corporation
141,833,564 135,898,873 122,663,077 127,435,565 137,892,226
Share Capital 33,614,472 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,073,920 1,155,643 1,167,881 1,168,692 1,362,554
Retained
Earnings
Before Apportioned 94,863,921 91,552,336 91,599,413 94,196,274 99,918,986
After Apportioned 87,468,737 87,854,744 88,574,111 90,162,538 -
Other Equity 12,281,251 9,576,422 (3,718,689) (1,543,873) 2,996,214
Non-Controlling Interests 19,893,662 18,955,319 18,000,144 18,360,799 21,156,120
Total
Equity
Before Apportioned 161,727,226 154,854,192 140,663,221 145,796,364 159,048,346
After Apportioned 154,332,042 151,156,600 137,637,919 141,762,628 -

111

6.1.2 Consolidated Statements of Comprehensive Income

UNIT: NT$1,000

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

Item
Five-Year Financial Summary
2014 2015 2016 2017 2018
Operating Revenue 77,683,281 66,287,480 60,946,190 64,899,248 82,741,004
Realized Gross Profit 11,129,604 7,058,747 8,588,274 10,170,478 21,171,461
Profit From Operations 8,248,404 4,039,945 6,233,048 7,436,716 18,153,110
Non-operating Income And
Expenses
5,471,335 2,774,213 243,541 1,062,443 2,217,008
Income Before Income Tax 13,719,739 6,814,158 6,476,589 8,499,159 20,370,118
Net Profit For The Period 10,905,998 4,934,483 4,683,297 6,665,541 14,889,197
Other Comprehensive
Income,Net
4,827,293 (3,860,529) (14,688,396) 2,119,539 1,436,173
Total Comprehensive
Income For The Period
15,733,291 1,073,954 (10,005,099) 8,785,080 16,325,370
Net Profit Attributable To
Owner Of The Company
9,361,635 4,860,241 3,945,769 5,469,007 11,117,094
Net Profit Attributable To
Non-ControllingInterests
1,544,363 74,242 737,528 1,196,534 3,772,103
Total Comprehensive
Income Attributable To
Owner Of The Company
13,273,390 1,343,662 (9,550,011) 7,895,746 12,881,353
Total Comprehensive
Income Attributable To
Non-ControllingInterests
2,459,901 (269,708) (455,088) 889,334 3,514,017
Earnings Per Share 2.98 1.55 1.26 1.74 3.54
Earnings Per Share(Note1) 2.98 1.55 1.26 1.74 3.54

Note 1: Based on weighted average outstanding shares in 2018 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

112

6.1.3 Separate Balance Sheets

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
Five-Year Financial Summary
2014 2015 2016 2017 2018
Current Assets 14,346,035 14,560,998 8,560,664 8,969,876 10,164,679
Property, Plant and Equipment 4,850,893 5,220,819 5,142,099 4,665,393 4,374,050
Intangible Assets 9,808 8,639 10,287 8,948 8,344
Other Assets 168,832,659 169,888,349 157,629,856 166,201,481 178,284,025
Total Assets 188,039,395 189,678,805 171,342,906 179,845,698 192,831,098
Current
Liabilities
Before Apportioned 13,024,234 23,780,564 8,016,448 15,051,567 17,648,284
After Apportioned 20,419,418 27,478,156 11,041,750 19,085,303 -
Non-current Liabilities 33,181,597 29,999,368 40,663,381 37,358,566 37,290,588
Total
Liabilities
Before Apportioned 46,205,831 53,779,932 48,679,829 52,410,133 54,938,872
After Apportioned 53,601,015 57,477,524 51,705,131 56,443,869 -
Share Capital 33,614,472 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,073,920 1,155,643 1,167,881 1,168,692 1,362,554
Retained
Earnings
Before Apportioned 94,863,921 91,552,336 91,599,413 94,196,274 99,918,986
After Apportioned 87,468,737 87,854,744 88,574,111 90,162,538 -
Other Equity 12,281,251 9,576,422 (3,718,689) (1,543,873) 2,996,214
Total
Equity
Before Apportioned 141,833,564 135,898,873 122,663,077 127,435,565 137,892,226
After Apportioned 134,438,380 132,201,281 119,637,775 123,401,829 -

113

6.1.4 Separate Statements of Comprehensive Income

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
Five-Year Financial Summary
2014 2015 2016 2017 2018
Operating Revenue 12,394,201 12,012,770 9,917,334 8,186,867 8,732,236
Realized Gross Profit 1,381,751 1,547,808 1,288,995 670,927 256,534
Profit From Operations 737,270 977,733 758,915 148,282 (393,973)
Non-operating Income And
Expenses
9,972,764 5,330,300 3,792,066 5,253,097 12,588,705
Income Before Income Tax 10,710,034 6,308,033 4,550,981 5,401,379 12,194,732
Net Profit For The Year 9,361,635 4,860,241 3,945,769 5,469,007 11,117,094
Other Comprehensive Income ,
Net
3,911,755 (3,516,579) (13,495,780) 2,426,739 1,694,259
Total Comprehensive Income
For The Year
13,273,390 1,343,662 (9,550,011) 7,895,746 12,811,353
Earnings Per Share 2.98 1.55 1.26 1.74 3.54
Earnings Per Share(Note1) 2.98 1.55 1.26 1.74 3.54

Note1 :Based on weighted average outstanding shares in 2018 after subtracting the shares of the Corporation held by the associates treated as treasury stock

6.1.5Auditors’ Opinions from 2014 to 2018

Year CPA's Name Audit Opinion
2014 Li Wen KuoYou Wei Fan Modified Unqualified Opinion
2015 Li Wen KuoYou Wei Fan Unqualified Opinion
2016 Li Wen KuoYou Wei Fan Unqualified Opinion
2017 Li Wen KuoYou Wei Fan Unqualified Opinion
2018 Li Wen KuoYou Wei Fan Unqualified Opinion
with Emphasis of Matter Paragraphs and Other
Matter Paragraphs

114

6.2 Financial Analysis

6.2.1 Consolidated Financial Statements

Item Year Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018)
2014 2015 2016 2017 2018
Capital
Structure
Analysis
Debts Ratio (%) 42.82 42.66 41.01 40.99 43.03
Long-term Fund to Property, Plant
and Equipment (%)
308.60 304.55 335.89 359.36 411.77
Liquidity
Analysis

Current Ratio (%)
108.57 81.02 103.16 93.17 127.95
Quick Ratio (%) 94.08 69.80 86.22 80.98 112.34
Times Interest Earned (Times) 9.23 5.14 4.95 5.80 13.17
Operating
Performance
Analysis
Average Collection Turnover (Times) 4.13 3.55 3.85 3.96 3.99
Days Sales Outstanding 88 103 95 92 91
Average Inventory Turnover (Times) 7.70 7.08 7.35 8.11 7.52

Average Payment Turnover (Times)
7.36 6.42 6.64 7.30 7.73
Average Inventory Turnover Days 47 52 50 45 49
Property, Plant and Equipment
Turnover (Times)
1.17 0.96 0.97 1.15 1.56

Total Assets Turnover (Times)
0.28 0.24 0.24 0.27 0.31
Profitability
Analysis
Return on Total Assets (%) 4.51 2.28 2.38 3.35 6.17
Return on Shareholders’ Equity (%) 6.93 3.12 3.17 4.65 9.77
Pre-tax Income to Paid-in Capital
Ratio (%)
40.81 20.27 19.27 25.28 60.60

Net Margin (%)
14.04 7.44 7.68 10.27 17.99
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2018)

2.98
1.55 1.26 1.74 3.54
Cash Flow Cash Flow Ratio (%) 16.38 20.95 31.37 15.09 14.75
Cash Flow Adequacy Ratio (%) 89.91 112.25 126.91 133.25 127.58
Cash Flow Reinvestment Ratio (%) 2.14 2.97 4.43 2.49 2.24
Leverage Operating Leverage 1.72 2.42 1.87 1.70 1.27
Financial Leverage 1.25 1.69 1.36 1.31 1.10
Analysis of deviation of 2018 vs. 2017 over 20%:
The increase in Current Ratio and Quick Ratio were mainly due to the increase of current asset in 2018.
The increase in Property, Plant and Equipment Turnover was mainly due to the increase of net sales in 2018.
The increase in Times Interest Earned,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 the increase of net income in 2018.
The decrease in OperatingLeverage was mainlydue to the increase of operatingincome in 2018.

115

6.2.2 Separate Financial Statements

Item Year Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018) Financial Analysis (2014~2018)
2014 2015 2016 2017 2018
Capital
Structure
Analysis
Debts Ratio (%) 24.57 28.35 28.41 29.14 28.49
Long-term Fund to Property, Plant
and Equipment (%)
3,607.90 3,177.63 3,176.26 3,532.27 4,005.05
Liquidity
Analysis
Current Ratio (%) 110.15 61.23 106.79 59.59 57.60
Quick Ratio (%) 98.10 54.65 90.84 50.93 48.17
Times Interest Earned (Times) 21.16 13.12 13.34 17.29 37.73
Operating
Performance
Analysis
Average Collection Turnover (Times) 10.42 11.34 11.10 9.37 8.92
Days Sales Outstanding 35 32 33 39 41
Average Inventory Turnover (Times) 6.33 6.68 6.07 5.83 5.72

Average Payment Turnover (Times)
6.12 5.97 5.30 4.92 5.44
Average Inventory Turnover Days 58 55 60 63 64
Property, Plant and Equipment
Turnover (Times)
2.49 2.39 1.91 1.67 1.93

Total Assets Turnover (Times)
0.07 0.06 0.05 0.05 0.05
Profitability
Analysis
Return on Total Assets (%) 5.26 2.80 2.36 3.27 6.11
Return on Shareholders’ Equity (%) 6.78 3.50 3.05 4.37 8.38
Pre-tax Income to Paid-in Capital
Ratio (%)
31.86 18.77 13.54 16.07 36.28

Net Margin (%)
75.53 40.46 39.79 66.8 127.31
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2018)
2.98 1.55 1.26 1.74 3.54
Cash Flow
Cash Flow Ratio (%)
50.08 25.81 54.45 21.99 18.45
Cash Flow Adequacy Ratio (%) 88.68 87.49 87.14 92.22 88.37
Cash Flow Reinvestment Ratio (%) 0.37 (0.84) 0.46 0.19 (0.49)
Leverage Operating Leverage 1.70 1.50 1.85 5.29 Note1
Financial Leverage 3.58 2.14 1.95 (0.81) Note2
Analysis of deviation of 2018 vs. 2017 over 20%:
The increase in Times Interest Earned,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 the increase of net income in 2018.
The decrease in Cash Flow Reinvestment Ratio was due to the increase of cash dividendspaid in 2018.

Note1 The ratio was equal or less than zero.

Note2 The ratio was not calculated due to operating loss in 2018.

116

*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)

117

6.3 Audit Committee’s Review Report on the 2018 Financial Statements

To: The 2019 Regular Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2018 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, 2019

118

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 Shareholders Asia Cement Corporation

Opinion

We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, 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(collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, 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, 2018. 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.

119

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Estimated Impairment of Trade Receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Where the actual future cash flows are less than expected, a material impairment loss may arise. Refer to Notes 5 and 13. Because the key assumptions and inputs used for measuring expected credit losses on trade receivables represent an area of significant judgement and uncertainty, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures for estimated impairment of trade receivables are as follows:

  1. We obtained an understanding and performed tests on management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.

  2. We evaluated the reasonableness of allowance for impairment loss by testing the aging of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  3. We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.

  4. 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 an independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Refer to Notes 5 and 20. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures for fair value measurement of investment properties are as follows:

  1. We assessed the competencies and independence of the appraiser engaged by management and obtained an understanding of the scope of the work and the process of engagement acceptance to evaluate the risk of impairment of the appraiser’s independence and the limitation in the scope of the appraiser’s work.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documents, including the

120

reasonableness of effective gross income, expenses, and ownerships of land and buildings used in the valuation process and reperformed the calculation of the fair value of investment properties.

Emphasis of Matter

The Group’s investments in China Shanshui Cement Group Limited (CSCGL), which was previously recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Group reported a provisional amount of NT$2,789,881 thousand for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Group’s investment in CSCGL. The Group will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained from facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date. Refer to Notes 8 and 18. Our opinion is not qualified in respect of this matter.

Other Matter

The financial statements of CSCGL, an associate accounted for using equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$10,217,370 thousand, representing 4% of the consolidated total assets. For the year ended December 31, 2018, the share of profit or loss of CSCGL was NT$376,557 thousand, representing 2% of the consolidated income before income tax.

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.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

121

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

122

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, 2018 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 this independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China

March 21, 2019

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.

123

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 38)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 40)
Available-for-sale financial assets - current (Notes 9 and 40)
Financial assets at amortized cost - current (Notes 6, 11, 38 and 40)
Contract assets - current (Note 33)
Debt investments with no active market - current (Notes 6, 12, 38 and 40)
Notes receivable
Third parties
Trade receivables
Third parties (Notes 13 and 14)
Related parties (Notes 13 and 38)
Other receivables (Notes 15 and 38)
Current tax assets (Note 33)
Inventories (Note 16)
Prepayments (Note 23)
Other current assets (Note 24)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 18 and 40)
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 40)
Available-for-sale financial assets - non-current (Notes 9 and 40)
Financial assets at amortized cost - non-current (Notes 6, 11, 38 and 40)
Financial assets measured at cost - non-current (Note 10)
Debt investments with no active market - non-current (Notes 6, 12, 38 and 40)
Property, plant and equipment (Notes 19 and 40)
Investment properties (Notes 20 and 40)
Intangible assets (Notes 21 and 22)
Deferred tax assets (Note 33)
Finance lease receivables - non-current (Note 14)
Long-term prepayments for leases (Note 23)
Other non-current assets (Notes 24 and 38)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 25 and 38)
Short-term bills payable (Note 26)
Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 33)
Accounts payable and accrued expenses
Third parties
Related parties (Note 38)
Dividends and bonuses payable
Other payable - other (Note 27)
Current tax liabilities (Note 33)
Provisions - current (Note 30)
Customers' deposits and advances (Note 28)
Deferred revenue - current (Note 29)
Current portion of long-term liabilities (Notes 28 and 38)
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 28)
Long-term borrowings (Notes 28 and 38)
Provisions - non-current (Notes 24, 30 and 41)
Deferred tax liabilities (Note 33)
Net defined benefit liabilities - non-current
Deferred revenue - non-current (Note 29)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 32)
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 32)
Total equity
TOTAL
2018
Amount
%
$ 14,929,411
5
9,046,583
3
3,800,923
1
-
-
14,322,874
5
147,528
-
-
-
12,928,203
5
9,251,854
3
976,266
1
2,964,751
1
15,901
-
9,804,276
4
1,684,612
1

485,324

-

80,358,506

29
78,846,276
28
9,784,743
4
-
-
14,642
-
-
-
-
-
52,549,341
19
35,965,203
13
3,694,783
1
436,238
-
8,894,355
3
3,779,353
1

4,864,558

2
198,829,492

71
$ 279,187,998
100
$ 24,805,239
9
18,564,469
7
268,218
-
731,015
-
8,028,077
3
250,857
-
231,722
-
334,305
-
2,181,268
1
48,200
-
-
-
75,912
-

7,285,012

2

62,804,294

22
12,192,567
5
33,593,896
12
679,377
-
9,365,429
4
185,107
-
923,805
-

395,177

-

57,335,358

21
120,139,652

43

33,614,472

12

1,362,554

-
15,615,380
6
63,945,145
23

20,358,461

7

99,918,986

36

2,996,214

1
137,892,226
49

21,156,120

8
159,048,346

57
$ 279,187,998
100
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
-
748,214
-
68,085
-

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

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

124

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 33 and 38)

OPERATING COSTS (Notes 16, 33, 34 and 38)

GROSS PROFIT
UNREALIZED GROSS PROFIT ON SALES TO
ASSOCIATES
REALIZED GROSS PROFIT ON SALES TO
ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES
Administrative expenses (Notes 34 and 38)
Expected credit loss (Note 13)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 34)
Other gains and losses (Note 34)
Finance costs (Note 34)
Share of profit or loss of associates and joint
ventures

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 35)

NET INCOME FOR THE YEAR
2018
Amount
%
$ 82,741,004 100

61,584,690
74

21,156,314 26
-

15,147

-

21,171,461 26
2,875,798
4

142,553

-


3,018,351

4


18,153,110
22

1,479,803
2
(1,733,766) (2)
(1,673,185) (2)

4,144,156

5


2,217,008

3

20,370,118 25

5,480,921

7


14,889,197
18
2017


























Amount
%
$ 64,899,248 100

54,728,230
85

10,171,018 15

(540)
-

-

-

10,170,478 15

2,733,762
4

-

-

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

2

6,665,541
11
(Continued)

125

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME, NET
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income

Remeasurement of defined benefit plans
Share of other comprehensive income of
associates and joint ventures


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Unrealized gain on available-for-sale financial
assets
Cash flow hedges
Share of other comprehensive income (loss) of
associates and joint ventures


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 36)
Basic
Diluted
2018
Amount
%
$ 707,605
1
265,511
-

723,519

1


1,696,635

2

(894,761) (1)
-
-
(2,434)
-

636,733

1


(260,462)

-


1,436,173

2

$ 16,325,370
20

$ 11,117,094 13

3,772,103

5

$ 14,889,197
18

$ 12,811,353 16

3,514,017

4

$ 16,325,370
20

$3.54
$3.49
2017




























Amount
%
$ -
-

127,020
-

124,241

-

251,261

-

(1,017,135) (1)

4,092,288
6

-
-

(1,206,875)
(2)

1,868,278

3

2,119,539

3
$ 8,785,080
14
$ 5,469,007
8

1,196,534

2
$ 6,665,541
10
$ 7,895,746 12

889,334

2
$ 8,785,080
14
$1.74
$1.74

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

(Concluded)

126

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Changes in capital surplus from investments in
associates 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
Cash dividends distributed by subsidiaries
Other changes in equity from investments in associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective
restatement

BALANCE AT JANUARY 1, 2018, AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends - $1.2 per share
Equity component of convertible bonds issued by the
Corporation
Changes in capital surplus from investments in
associates accounted for using equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Cash dividends distributed by subsidiaries
Disposals of investments in equity instruments
designated as at fair value through other
comprehensive income
Other changes in equity from investments in associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Equity Attribu ta **ble to Owners of the Corporation ** **ble to Owners of the Corporation ** **ble to Owners of the Corporation ** Non-controlling
Total
Interests
$ 122,663,077
$ 18,000,144

-
-
-
-
(3,025,302 )
-
811
-
5,469,007
1,196,534
2,426,739
(307,200 )
-
(528,712 )

(98,767)

33


127,435,565
18,360,799

1,502,354

4,810


128,937,919
18,365,609
-
-
-
-
(4,033,736 )
-
185,411
-
8,451
-
11,117,094
3,772,103
1,694,259
(258,086 )
-
(723,504 )
-
-

(17,172)

(2)

$ 137,892,226
$ 21,156,120
Total Equity
$ 140,663,221
-
-
(3,025,302 )
811
6,665,541

2,119,539

(528,712 )

(98,734)
145,796,364

1,507,164
147,303,528
-
-
(4,033,736 )
185,411
8,451
14,889,197

1,436,173

(723,504 )
-

(17,174)
$ 159,048,346
**CapitalStock ** Issued
Amount
Capital Surplus
$ 33,614,472
$ 1,167,881

-
-
-
-
-
-
-
811
-
-
-
-
-
-

-

-

33,614,472
1,168,692

-

-

33,614,472
1,168,692
-
-
-
-
-
-
-
185,411
-
8,451
-
-
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,362,554
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

1,713,459

15,068,480
63,001,957
17,839,296
546,900
-
(546,900 )
-
943,188
(943,188 )
-
-
(4,033,736 )
-
-
-
-
-
-
-
-
11,117,094
-
-
351,764
-
-
-
-
-
(3,408,697 )

-

-

(17,172)

$ 15,615,380
$ 63,945,145
$ 20,358,461
Other Equity Total Other
Equity
$ (3,718,689 )
-
-
-
-
-
2,174,816
-

-

(1,543,873 )

(211,105)

(1,754,978 )
-
-
-
-
-
-
1,342,495
-
3,408,697

-

$ 2,996,214












Exchange
Differences on
Translating

Foreign
A
Operations

$ (44,313 )

-

-

-
-
-
(2,593,840 )
-

-

(2,638,153 )

-

(2,638,153 )

-

-

-
-
-
-
(3,211 )
-

-

-

$ (2,641,364)
Unrealized Gain
(Loss) on
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
vailable-for-sale
Comprehensive
Financial Assets
Income
$ (4,023,554 ) $ -

-
-
-
-
-
-
-
-
-
-

4,751,621
-
-
-

-

-


728,067
-

(728,067)

516,962


-
516,962
-
-
-
-
-
-
-
-
-
-
-
-

-
1,343,257
-
-
-
3,408,697

-

-

$ -
$ 5,268,916
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
-
-
-
-

-

$ 307,728
Cash Flow
Hedges
$ 41,450

-
-
-
-
-
17,035
-

-

58,485

-

58,485
-
-
-
-
-
-
2,449
-
-

-

$ 60,934







Shares
3,361,447

-
-
-
-
-
-
-

-

3,361,447

-

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

-


3,361,447

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

127

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Share of loss of associates and joint ventures
Finance costs
Dividend income
Impairment loss recognized on goodwill
Interest income
Reversal of impairment loss on (write-downs of) inventories
Amortization expenses
Net loss (gain) on fair value changes of financial assets and
liabilities designated as at fair value through profit or loss
Gain on disposal of financial assets
Impairment loss recognized on associates and joint ventures
Expected credit loss recognized on trade receivables
Gain on changes in fair value of investment properties
Impairment loss on property, plant and equipment
Gain on disposal of subsidiaries
Loss on disposal of property, plant and equipment
Unrealized (gain) loss on foreign exchange
Effect of changes in exchange rate of bonds payable
Impairment loss recognized on trade receivables
Loss on disposal of intangible assets
Gain on disposal of associates
Other items
Changes in operating assets and liabilities
Financial assets held for trading
Financial assets mandatorily classified as at fair value through
profit or loss
Contract assets
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interests received
Dividends received
2018
2017
$ 20,370,118 $ 8,499,159
4,649,561
4,839,940
(4,144,156)
(2,522,090)
1,673,185
1,772,075
(770,314)
(616,680)
630,631
-
(370,571)
(179,840)
315,353
(4,401)
269,631
337,651
256,294
(31,422)
(251,859)
(393,588)
200,245
122,619
142,553
-
(98,015)
(216,580)
51,888
-
(40,440)
-
33,455
103,818
(15,575)
419,217
300
(7,470)
-
159,402
-
1,030
-
(76)
(755)
4,949
-
37,397
(3,051,110)
-
(44,533)
-
(4,805,502)
(4,188,102)
525,258
596,114
(487,332)
(365,498)
(3,566,055)
278,234
(31,307)
(810,951)
(74,718)
12,784
(20,934)
-
(640,964)
496,543
176,021
153,618
-
41,831
(12,254)
(1,661)

(68,085)

(68,085)
10,800,014
8,469,937
254,393
191,079
3,172,662
2,298,195
(Continued)

128

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Interests paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Acquisition of property, plant and equipment
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of associates
Proceeds from disposal of property, plant and equipment
Increase in long-term prepayments for investment
Proceeds from disposal of subsidiaries
Acquisition of intangible assets
Increase in refundable deposits
Decrease in other non-current assets
Acquisition of investment properties
Acquisition of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
Increase in debt investments with no active market
Proceeds from capital reduction of investments accounted for using
equity method
Increase in prepayments for leases
Proceeds from capital reduction of available-for-sale financial assets
Proceeds from capital reduction of financial assets at cost
Net cash inflow on disposal of associates

Net cash used in investing activities

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

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

Net cash generated from (used in) financing activities
2018
2017
$ (1,658,691) $ (1,731,570)

(3,304,318)

(1,088,593)

9,264,060

8,139,048
(9,537,968)
-
(4,274,600)
(1,157,324)
(556,016)
-
(123,120)
(16,024)
90,395
150,935
(83,721)
(1,954,754)
48,391
-
(13,037)
(13,608)
(9,678)
(711,225)
1,559
2,950
(1,269)
(48,967)
-
(6,799,317)
-
5,689,530
-
(2,037,434)
-
115,631
-
(27,997)
-
16,880
-
5,841

-

86
(14,459,064)

(6,784,797)
34,819,996
33,917,158
(30,396,615) (34,878,734)
6,574,843
-
6,445,333
(300,971)
(4,089,430)
-
(4,033,715)
(3,025,272)
2,439,125
4,094,700
723,504
(528,712)
(59,096)
(63,285)

14,691

5,561

12,438,636

(779,555)
(Continued)

129

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

2018
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
$ (53,713)

NET INCREASE IN CASH AND CASH EQUIVALENTS
7,189,919
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

7,739,492

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 14,929,411

The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 21, 2019)
2017
$ (285,210)

289,486

7,450,006
$ 7,739,492
(Concluded)

130

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders 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, 2018 and 2017, 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 (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2018 and 2017, 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, 2018. 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, 2018 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Corporation’s subsidiaries use judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on their historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Where the actual future cash flows are less than expected, a material impairment loss may arise. Because the key assumptions and inputs used for measuring expected credit losses on trade receivables represent an area of significant judgement and uncertainty, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures for estimated impairment of trade receivables of subsidiaries are as follows:

  1. We obtained an understanding and performed tests on the management’s estimation of impairment of

131

trade receivables and of the design and execution of relevant internal controls.

  1. We evaluated the reasonableness of allowance for impairment loss by testing the aging of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  2. We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.

  3. 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 an independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Refer to Notes 5 and 17. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures for fair value measurement of investment properties are as follows:

  1. We assessed the competencies and independence of the appraiser engaged by management and obtained an understanding of the scope of the work and the process of engagement acceptance to evaluate the risk of impairment of the appraiser’s independence and the limitation in the scope of the appraiser’s work.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documents, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in the valuation process and reperformed the calculation of the fair value of investment properties.

Emphasis of Matter

The Corporation’s and its subsidiaries’ investments in China Shanshui Cement Group Limited (CSCGL), which was previously recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Corporation and its subsidiaries reported a provisional amount of NT$2,789,230 thousand for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Corporation’s and its subsidiaries’ investment in CSCGL. The Corporation will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained from facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date. Refer to Notes 8 and 15. Our opinion is not qualified in respect of this matter.

132

Other Matter

The financial statements of CSCGL, an associate accounted for using equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$10,215,045 thousand, representing 5% of the total assets. For the year ended December 31, 2018, the share of profit or loss of CSCGL was NT$376,472 thousand, representing 2% of the income before income tax.

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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

133

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.

  1. 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 achieves fair presentation.

  2. 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 company 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, 2018 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 this independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China

March 21, 2019

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.

134

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 32)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 34)
Available-for-sale financial assets - current (Notes 9 and 34)
Financial assets at amortized cost - current (Notes 6, 11 and 32)
Debt investments with no active market - current (Notes 6, 12 and 32)
Notes receivable
Third parties
Trade receivables
Third parties (Note 13)
Related parties (Notes 13 and 32)
Other receivables (Note 32)
Current tax assets (Note 28)
Inventories (Note 14)
Prepayments (Note 19)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 15 and 34)

Financial assets at fair value through other comprehensive income - non-current (Note 8)
Available-for-sale financial assets - non-current (Note 9)
Financial assets measured at cost - non-current (Note 10)
Property, plant and equipment (Notes 16 and 34)
Investment properties (Notes 17, 32 and 34)
Intangible assets (Note 18)
Deferred tax assets (Note 28)
Long-term prepayments for leases (Note 19)
Other non-current assets (Notes 20, 24 and 32)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term bills payable (Note 21)

Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 26)
Accounts payable and accrued expenses
Third parties
Related parties (Note 32)
Dividends and bonuses payable
Current tax liabilities (Note 28)
Customers' deposits and advances
Deferred revenue - current (Note 23)
Current portion of long-term liabilities (Note 22)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 22)
Long-term borrowings (Note 22)
Provisions - non-current (Note 23)
Deferred tax liabilities (Note 28)
Deferred revenue - non-current (Note 23)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 25 and 28)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2018
Amount
%
$ 3,165,795
2
1,172,826
1
2,371,026
1
-
-
462,275
-
-
-
95,212
-
474,070
-
520,982
-
29,495
-
9,022
-
1,663,395
1
188,456
-

12,125

-


10,164,679

5

125,632,890
65
5,386,142
3
-
-
-
-
4,374,050
2
41,689,694
22
8,344
-
12,603
-
369,801
-

5,192,895

3

182,666,419

95

$ 192,831,098
100

$ 11,437,104
6
268,218
-
40,661
-
1,415,215
1
188,104
-
214,593
-
8,477
-
-
-
75,912
-

4,000,000

2


17,648,284

9

12,192,567
6
15,025,011
8
98,000
-
9,020,630
5
923,805
-

30,575

-


37,290,588

19


54,938,872

28


33,614,472

17


1,362,554

1

15,615,380
8
63,945,145
33

20,358,461

11


99,918,986

52


2,996,214

2

137,892,226

72

$ 192,831,098
100
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
-

-
-

49,701
-

68,085
-

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

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

135

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 26 and 32)

OPERATING COSTS (Notes 14, 26, 27 and 32)

GROSS PROFIT
REALIZED GROSS PROFIT ON SALES TO
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES
Administrative expenses (Notes 27 and 32)
Expected credit loss (Note 13)

Total operating expenses

OPERATING (LOSS) INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 27)
Other gains and losses (Note 27)
Finance costs (Note 27)
Share of profit or loss of subsidiaries and associates
Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (BENEFIT) (Note 28)

NET INCOME FOR THE YEAR

OTHER COMPREHENSIVE INCOME, NET
Items that will not be reclassified subsequently to
profit or loss:
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive income of
subsidiaries and associates

2018
Amount
%
$ 8,732,236 100

8,479,146
97

253,090
3

3,444

-

256,534
3
649,813
8

694

-


650,507

8


(393,973)
(5)

592,445
7
(641,800) (7)
(331,984) (4)

12,970,044
148


12,588,705
144

12,194,732 139

1,077,638
12


11,117,094
127

(9)
-
265,965
3

1,426,545
17


1,692,501
20
2017































Amount
%
$ 8,186,867 100

7,525,121
92

661,746
8

9,181

-

670,927
8

522,645
6

-

-

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
(Continued)

136

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Unrealized gain on available-for-sale financial
assets

Share of other comprehensive income of
subsidiaries and associates


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 29)
Basic
Diluted
2018
Amount
%
$ -
-

1,758

-


1,758

-


1,694,259
20

$ 12,811,353
147

$ 3.54
$ 3.49
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




The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 21, 2019)

(Concluded)

137

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Changes in capital surplus from investments in subsidiaries and
associates 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 changes in equity from investments in subsidiaries and
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective restatement
BALANCE AT JANUARY 1, 2018, AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends - $1.2 per share
Equity component of convertible bonds issued by the
Corporation
Changes in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
Other changes in equity from investments in subsidiaries and
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Capital Stock Issued
Shares
Amount
Capital Surplus
3,361,447 $ 33,614,472 $ 1,167,881

-
-
-
-
-
-
-
-
-
-
-
811
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,168,692

-

-

-

3,361,447
33,614,472
1,168,692
-
-
-
-
-
-
-
-
-
-
-
185,411
-
-
8,451
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,362,554
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

1,713,459

15,068,480
63,001,957
17,839,296
546,900
-
(546,900 )
-
943,188
(943,188 )
-
-
(4,033,736 )
-
-
-
-
-
-
-
-
11,117,094
-
-
351,764
-
-
(3,408,697 )

-

-

(17,172)

$ 15,615,380
$ 63,945,145
$ 20,358,461
Other Equity Other Equity Total
$ (3,718,689 )

-

-

-

-

-

2,174,816

-


(1,543,873 )

(211,105)


(1,754,978 )

-

-

-

-

-

-

1,342,495

3,408,697

-

$ 2,996,214
Total Equity
$ 122,663,077
-
-
(3,025,302 )
811
5,469,007
2,426,739

(98,767)
127,435,565

1,502,354
128,937,919
-
-
(4,033,736 )
185,411
8,451
11,117,094
1,694,259
-

(17,172)
$ 137,892,226












Unrealized Gain
(Loss) on
Exchange
Unrealized Gain Financial Assets
Differences on
(Loss) on
at Fair Value
Translating
Available-for-
Through Other
Foreign
sale Financial
Comprehensive
Operations
Assets
Income
$ (44,313 ) $ (4,023,554 ) $ -


-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
(2,593,840 )
4,751,621
-

-

-

-

(2,638,153 )
728,067
-

-

(728,067)

516,962

(2,638,153 )
-
516,962

-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
(3,211 )
-
1,343,257

-
-
3,408,697

-

-

-

$ (2,641,364)
$ -
$ 5,268,916
Gains on
Property
Revaluation
$ 307,728
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
-
-
-

-

$ 307,728
Cash Flow
Hedge
$ 41,450

-

-

-

-

-

17,035

-


58,485

-


58,485

-

-

-

-

-

-

2,449

-

-

$ 60,934








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

-

3,361,447

-

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

-


3,361,447

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

138

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit or loss of subsidiaries and associates

Depreciation expenses
Dividend income
Finance costs
Loss (gain) on changes in fair value of investment properties
Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Interest income
Write-downs of inventories
Unrealized loss on foreign exchange
(Gain) loss on disposal of property, plant and equipment
Realized gross profit on sales to subsidiaries and associates
Amortization expenses
Expected credit loss recognized on trade receivables
Effect of changes in exchange rate of bonds payable
Gain on disposal of available-for-sale financial assets
Reversal of impairment loss on trade receivables
Other items
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit assets
Contract liabilities
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Deferred revenue

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

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at amortized cost
Acquisition of property, plant and equipment
2018
2017
$ 12,194,732 $ 5,401,379
(12,970,044)
(5,231,593)
464,781
641,963
(405,773)
(297,566)
331,984
331,552
331,211
(380,386)
(171,737)
(10,900)
(114,003)
(57,841)
52,791
-
44,425
257,339
(4,053)
79
(3,444)
(9,181)
3,297
3,438
694
-
300
(7,470)
-
(34,961)
-
(254)
-
4,409
7,091
32,810
(238,962)
(28,858)
1,322
(12,540)
(396,116)
(25,003)
(52,997)
52,336
(3,798)
(223)
(37,657)
(20,774)
(9,040)
-
189,552
(53,426)
48,000
-
-
(12,146)

(68,085)

(68,085)
(805,529)
474,098
112,952
57,546
4,296,112
3,105,652
(336,387)
(325,003)

(11,234)

(2,267)

3,255,914

3,310,026
2,096,122
-
(194,754)
(172,142)
(Continued)

139

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Increase in refundable deposits

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of investment properties
Increase in debt investments with no active market
Increase in long-term prepayments for investment
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Repayments of bonds
Dividends paid
Increase in short-term bills payable
Decrease in guarantee deposits received

Net cash (used in) generated from financing activities

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

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
2018
$ (33,377)
4,059
(2,693)
(1,269)
-
-
-

-


1,868,088

(18,588,000)
15,033,000
6,574,843
(4,089,430)
(4,033,715)
2,310,000

(1,010)


(2,794,312)


20,179

2,349,869

815,926

$ 3,165,795
2017
$ (720,804)

-

(2,099)

(48,967)

(1,872,833)

(1,911,179)

(899,109)

286,209

(5,340,924)
(17,700,000)

18,588,000

-

-

(3,025,272)

2,990,000

(400)

852,328

(124,655)

(1,303,225)

2,119,151
$ 815,926

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

(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.

140

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
2017 2018 Variance
Amount %
Current Assets 50,262,702 80,358,506 30,095,804 60
Property, Plant and
Equipment
53,738,838 52,549,341 (1,189,497) (2)
Intangible Assets 4,552,561 3,694,783 (857,778) (19)
Other Assets 138,510,247 142,585,368 4,075,121 3
Total Assets 247,064,348 279,187,998 32,123,650 13
Current Liabilities 53,948,167 62,804,294 8,856,127 16
Non-current Liabilities 47,319,817 57,335,358 10,015,541 21
Total Liabilities 101,267,984 120,139,652 18,871,668 19
Equity Attributable To
OwnersOf TheCorporation
127,435,565 137,892,226 10,456,661 8
Share Capital 33,614,472 33,614,472 0 0
Capital Surplus 1,168,692 1,362,554 193,862 17
Retained Earnings 94,196,274 99,918,986 5,722,712 6
Other Equity (1,543,873) 2,996,214 4,540,087 294
Non-Controlling Interests 18,360,799 21,156,120 2,795,321 15
Total Equity 145,796,364 159,048,346 13,251,982 9
Analysis of deviation over 20%:
1. The increase of current assets were mainly due to the increase of cash and cash
equivalents,and financial assets at amortized cost.
2. The increase of non-current liabilities were mainly due to the increase of long-term
borrowings.
3. Other equity increased mainly resulted from the increase of unrealized gains on financial
assets measured at fair value through other comprehensive income.

141

7.2 Analysis of Financial Performance

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
2017 2018 Variance
Amount %
Operating Revenue 64,899,248 82,741,004 17,841,756 27
Operating Costs 54,728,230 61,584,690 6,856,460 13
Gross Profit 10,171,018 21,156,314 10,985,296 108
Realized(Unrealized) Gross Profit (540) 15,147 15,687 2,905
Realized Gross Profit 10,170,478 21,171,461 11,000,983 108
Operating Expenses 2,733,762 3,018,351 284,589 10
Profit From Operations 7,436,716 18,153,110 10,716,394 144
Non-operating Income And Expenses 1,062,443 2,217,008 1,154,565 109
Income Before Income Tax 8,499,159 20,370,118 11,870,959 140
Income Tax Expense 1,833,618 5,480,921 3,647,303 199
Net Profit For The Year 6,665,541 14,889,197 8,223,656 123
Other Comprehensive Income , Net 2,119,539 1,436,173 (683,366) (32)
Total Comprehensive Income For The
Year
8,785,080 16,325,370 7,540,290 86
Net Profit Attributable To
OwnerOf TheCompany
5,469,007 11,117,094 5,648,087 103
Net Profit Attributable To
Non-ControllingInterests
1,196,534 3,772,103 2,575,569 215
Total Comprehensive Income
Attributable ToOwnerOf TheCompany
7,895,746 12,811,353 4,915,607 62
Total Comprehensive Income
Attributable To Non-ControllingInterests
889,334 3,514,017 2,624,683 295
1. Analysis of deviation :
The increase of operating revenue, gross profit, realized gross profit and profit from operations,
were mainly due to the increase of average selling price of cement in mainland China.
The increase of the realized gross profit resulted from the transactions with affiliated companies
in 2018.
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, income tax expense and net profit for the year
were mainly due to the profit increase of cement business in mainland China.
Other comprehensive income decreased mainly due to the decrease of unrealized gains on
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”.

The increase of operating revenue, gross profit, realized gross profit and profit from operations, were mainly due to the increase of average selling price of cement in mainland China. The increase of the realized gross profit resulted from the transactions with affiliated companies in 2018.

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, income tax expense and net profit for the year were mainly due to the profit increase of cement business in mainland China. Other comprehensive income decreased mainly due to the decrease of unrealized gains on 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”.

142

7.3 Analysis of Cash Flow

(1)The Analysis for Changing of Cash Flow for 2018

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
7,739,492 9,264,060 2,074,141 14,929,411 - -
  1. Operating Activities: Mainly generated from operations NT$10,800,014 thousand and dividends received NT$3,172,662 thousand .

  2. Investing Activities: Mostly for net increase in financial assets NT$10,252,434 thousand and net

  3. increase in PPE NT$4,184,205 thousand.

  4. Financing activities: Mostly for net increase in short-term and long-term loans NT$15,793,252 thousand.

  5. (2)Remedy plans for insufficient liquidity for 2018 Not Applicable.

  6. (3)Liquidity Analysis for the Coming Year

Unit: NT$1,000

Unit: NT$1,000 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
Investing
Plans
Financing
Plans
14,929,411 15,538,374 14,933,028 15,534,757 - -
  1. Operating Activities Mainly from operating income and cash dividends received.

  2. Investing Activities Primarily for investment in capital expenditures.

  3. Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.

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
2012~2017 2018 2019 2020 2021 2022
Installation
constructions of new
indoor coal bunker ,
stacker reclaimer and
material conveyor
system in Hualien
plant
Self-owned
capital
Dec. 2022 556,160 9,086 78 11,500 140,000 100,000 295,496
CHIAHUI POWER
natural gas fueled
combined cycle power
plant (Phase II
Expansion)
Syndicated loan Sep. 2020 10,527,736 - 2,874,902 4,020,218 3,632,616 - -

143

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

  1. Installation constructions of new indoor coal bunker, stacker reclaimer and material conveyor system in Hualien plant

  2. (1) 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.

  3. (2) 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.

  4. After the completion of the natural gas fueled combined cycle power plant (Phase II Expansion) of Chiahui Power, it will increase the stable profit every year.

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 2018, the total gain through equity method by the company was NT$ 4,144,156 (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 2018 are as follows:

Unit NT$1,000

UnitNT$1,000
Item\Year 2018
Foreign Exchange Gains (Losses)
(A)
90,672

OperatingRevenue(B)
82,741,004
% of OperatingRevenue(A)/(B) 0.1%
OperatingIncome(C) 18,153,110
% of OperatingIncome(A)/(C) 0.5%

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

144

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)

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

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

Interest rate impact:

The percentage of interest revenue/losses over operating revenue and operating income in 2018 are as follows:

2018 are as follows:
UnitNT$1,000
2018
(1,302,614)
82,741,004
(1.6%)
18,153,110
(7.2%)
Item\Year 2018
Interest Revenue(Losses) (A) (1,302,614)
OperatingRevenue(B) 82,741,004
% of Operating Revenue
(A)/(B)
(1.6%)

OperatingIncome(C)
18,153,110
% of OperatingIncome(A)/(C) (7.2%)

If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2018 would have decreased/increased by NT$3,698 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

145

sustainable operation.

Inflation rate impact:

Taiwan inflation rate was about 1.35% in 2018. This inflation rate did not have substantial effect on the Company’s operation and profit. In order to minimize the risk of inflation rate, the Company and subsidiaries maintained stable and long-term cooperative relationships with our major suppliers.

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

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

The Company provided endorsement and guarantee for its subsidiaries according to “Procedures for Endorsement and Guarantee”. Its balance was NT$23,249,487,000 and NT$ 23,339,252,000 by the end of 2018 and the end of March 2019 respectively. Based on conservative operating policy, the operations of its subsidiaries bring considerable income to the Company. Besides that, the Company supervises its subsidiaries regularly and controls related risks.

The financial transactions with “derivative” nature which the Company entered into were strictly for hedging purposes and not for any trading or speculative purposes. To control various types of financial trading risks, the Company has established internal policies and procedures based on sound financial and business practices, and in compliance with the relevant rules and regulations issued by the Taiwan Securities and Futures Bureau. The Company entered into USD/TWD CCS transactions and its balance was NT$6,634,450,000 (fair value was NT$6,589,733,000) by the end of 2018, and NT$ 6,634,450,000 (fair value was NT$6,742,568,000) by the end of March 2019.

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.

146

◎R&D project and estimated expenditures in the future:

Unit: NT$1000

&D project and estimated expenditures in the future: &D project and estimated expenditures in the future: Unit: NT$1000
Item Amount
1 No.2 Raw materialgrindingroller hydraulic system update 2,900
2 No.3 Raw materialgrindingroller hydraulic system update 3,100
3 No.3 kiln PLC system equipment update 9,500
4 Quarrysecondarycrusher PLC system equipment update 4,200
5 Development of high alumina material analysis and trace
element technology
140
Total 19,840
  • ◎Effect on the Company’s finance and operation from any changes in major policies and laws at home and abroad in the most recent fiscal year: None.

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

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

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

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

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

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

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

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

  • ◎Other major risks: None.

7.7 Other Mentionable Issues : None.

147

VIII Special Disclosure

8.1 Organizational Chart of Affiliated Companies

==> picture [448 x 429] intentionally omitted <==

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

0.03%
0.02%
99.82% FU MING TRANSPORTATION CO., LTD. 99.87% FU DA TRANSPORTATION CO., 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., LTD. 100.00% WUHAN YALI CEMENT 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% ASIA CEMENT(SINGAPORE)PTE. LTD. 100.00% ORIENTAL CONCRETE PTE.LTD. 51.22% CHENGDU YALI CEMENT PRODUCTS CO.,LTD. 48.78% MATERIAL CO., LTD.
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.(Note) 15.00%
49.00% KOWLOON CEMENT CORP. LTD. 100.00% KOWLOON CONCRETE CORP. 90.00% 35.00%
99.99% 0.001% DER CHING INVESTMENT CORP. 100.00% AC MEGA INVESTMENT LTD. LTD. SHANGHAI YALI CEMENT PRODUCTS CO., LTD. 10.00%
51.00% YA LI TRANSPORTATION CORP. 100.00% 100.00% 100.00% AC LEAP INVESTMENT LTD. AC MEGA II INVESTMENT LTD. AC MEGA III INVESTMENT LTD. 100.00% JOIN FORTUNE TRADING LTD. 90.00% 90.00% SICHUAN YALI CONCRETE PRODUCE CO., LTD. SICHUAN YALI TRANSPORT CO., LTD. 10.00% 10.00%
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. YA LI PRECAST PVT. LTD. CONCRETE INDIA 90.00% SICHUAN YADONG CEMENT CO., LTD. 100.00% 10.00% SICHUAN LANFENG CEMENT CO.,LTD.
PT YATUNG CONCRETE INTERNATIONAL CORP.99% 1% 77.69% 22.31% ASIA ORIENTAL (GUAM) L.L.C. 64.50% PEREZ-AOG, L.L.C. 90.00% HUBEI YADONG CEMENT CO.,LTD. 10.00%100.00% HUBEI YALI TRANSPORT CO., LTD.
99.99% YA TUNG READY-MIXED 100.00% YATUNG VIETNAM CO., LTD.
CONCRETE CORP. 90.00%
WUHAN YAXIN CEMENT CORP.
0.004% 69.93% YA SING READY-MIXED LTD.
CONCRETE CORP.
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
59.59% INVESTMENT LTD.
CHIAHUI POWER CORP. 100.00%
ASIA CEMENT PIONEER III
INVESTMENT LTD.
100.00% ASIA CEMENT PIONEER IVINVESTMENT LTD.
Note : The Group entered into a sale agreement to dispose of SHANGHAI YAFU CEMENT PRODUCTS CO.,LTD on July 26,2018.
----- End of picture text -----

-148-

8.2 Basic Information of Affiliated Companies

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


Unit: $1,000

Unit: $1,000
As of December 31,2018
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 1,590,750 Ready-mixed
Address: No.139, Sec. 1, Datong Rd., Xizhi Dist., concrete, Cement
New Taipei City products
ASIA INVESTMENT CORP. Oct. 1998 2,220,396
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

-149-

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. Sep. 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. Jun. 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. Jun. 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. Jun. 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. Jun. 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
PT YATUNG CONCRETE INTERNATIONAL Sep. 2018 USD Ready-mixed
Address: Kawasan Ruko City Walk CW-6 No.15 2,000 concrete
Citra Gran Cibubur Kelurahan
Jatisampurna,KotaBekasi.
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,
British Virgin Islands

-150-

Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
ASIA CEMENT PIONEER II INVESTMENT. LTD. Jun. 2011 USD Investment
Address: Portcullis Chambers, 4th Floor, Ellen 18,500
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
BritishVirgin Islands
ASIA CEMENT PIONEER III INVESTMENT. LTD. Jun. 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. Jun. 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. Jul. 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 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

-151-

Company Name Establishing Paid-in Main business or
Date **Capital ** **Production Item **
YANGZHOU YADONG CEMENT CO., LTD. Jul. 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. Jun. 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.

-152-

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

As of December 31,2018
Shareholding
Shares
%
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
5,000
0.02
5,000
0.02
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
5,000
0.02
7,970,703
98.23
7,970,703
98.23
6,817
0.08
7,970,703
98.23
7,970,703
98.23
6,000
0.07
3,000,000
0.19
200,000
0.01
1,129,500
0.07
20,000
0.00
424,000
0.03
341,500
0.02
400,000
0.03
0
0.00
0
0.00
0
0.00
As of December 31,2018
Shareholding
Shares
%
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
29,517,188
99.82
5,000
0.02
5,000
0.02
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
200,000,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
90,000
100.00
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
26,128,171
99.94
5,000
0.02
7,970,703
98.23
7,970,703
98.23
6,817
0.08
7,970,703
98.23
7,970,703
98.23
6,000
0.07
3,000,000
0.19
200,000
0.01
1,129,500
0.07
20,000
0.00
424,000
0.03
341,500
0.02
400,000
0.03
0
0.00
0
0.00
0
0.00
Company Name Title Name or Representative Shareholding

Shares

%
FU MING TRANSPOR-
TATION CO., LTD.
Chairman Johnny Shih(ACCRepresentative) 29,517,188 99.82
Director/President W.T.Hsu (ACCRepresentative) 29,517,188 99.82
Director K.Y.Lee (ACCRepresentative) 29,517,188 99.82
Director Y.F. Chang (ACCRepresentative) 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 (ACCRepresentative)
200,000,000 100.00
Director/President B.R. Cheng (ACCRepresentative) 200,000,000 100.00
Director Peter Hsu (ACCRepresentative) 200,000,000 100.00
Director C.F. Cheng (ACCRepresentative) 200,000,000 100.00
Director C.M. Chen(ACCRepresentative) 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 (ACCRepresentative) 90,000 100.00
NAN HWA CEMENT
CORP.
Chairman/President Y.F. Chang (ACCRepresentative) 26,128,171
99.94
Director Peter Hsu (ACCRepresentative) 26,128,171
99.94
Director Doris Wu (ACCRepresentative) 26,128,171
99.94
Director T.M. Chen(ACCRepresentative) 26,128,171
99.94
Director C.H. 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(ACCRepresentative) 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 1,129,500
0.07

Executive Director

Doris Wu
20,000
0.00
Executive Director Z.L. Wu 424,000
0.03
Executive Director C.K. Chang 341,500
0.02
Executive Director S.J. Lin 400,000
0.03
Independent Non -
Executive Director
D.L. Zhan 0
0.00
Independent Non -
Executive Director
K.C. Lee 0
0.00
Independent Non -
ExecutiveDirector
K.M. Wang 0
0.00

-153-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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 Peter Hsu (ACC Representative) 595,576,603
99.99
Director Doris Wu (ACC Representative) 595,576,603
99.99
Director
T.M. Chen (ACC Representative)
595,576,603
99.99
Director
H.Y. Kao (ACC Representative)
595,576,603
99.99
Director
H.T. Peng (ACC Representative)
595,576,603
99.99
Supervisor
Karen Yang (Asia Investment
Corp. Representative)
5,401
0.00
YA LI
TRANSPORTATION
CORP.
Chairman
Y.F. Chang (Yu Yuan Investment
Corp. Representative)
4,839,183
48.39
President
K.M. Fu
0
0.00
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 C.F. Cheng (ACC Representative) 16,241,083
83.81
Director Peter Hsu(ACC Representative) 16,241,083
83.81
Director Lin Kuo(ACC Representative) 16,241,083
83.81
Director T.L. Yu(ACC Representative) 16,241,083
83.81
Director C.H. Chen(ACC Representative) 16,241,083
83.81
Supervisor Dana Lee(FEGC Representative) 3,105,647
16.03
YA TUNG
READY-MIXED
CONCRETE CORP.
Chairman K.Y. Lee(ACC Representative) 159,067,779
99.99
President C.P. Chen 0
0.00
Director Peter Hsu 156
0.00
Director Y.F. Chang (ACC Representative) 159,067,779
99.99
Director W.K. Chou(ACC Representative) 159,067,779
99.99
Director C.M. Chen(ACC Representative) 159,067,779
99.99
Supervisor Doris Wu (Asia Investment Corp.
Representative)
5,782
0.00
Supervisor
H.Y. Kao (Asia Investment Corp.
Representative)
5,782
0.00
ASIA INVESTMENT
CORP.
Chairman
Peter Hsu(ACC Representative)
222,039,596
100.00
Director Doris Wu(ACC Representative) 222,039,596
100.00
Director H.T. Peng (ACC Representative) 222,039,596
100.00
Director H.Y. Kao(ACC Representative) 222,039,596
100.00
Director T.M. Chen(ACC Representative) 222,039,596
100.00
Supervisor Karen Yang (ACC Representative) 222,039,596
100.00
CHIAHUI POWER CORP. Chairman Douglas Tong Hsu
(ACC Representative)
280,093,521
59.59
President C.L. Chen 0
0.00

-154-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Peter Hsu (ACC Representative) 280,093,521
59.59
Director K.Y. Lee (ACC Representative) 280,093,521
59.59
Director Michihide Kita
(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
Independent
Director
S.Y. Su 0
0.00
Independent
Director
M.Z. Jiang 0
0.00
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
~~H~~OLDINGS 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
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

-155-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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
~~C~~ORP. 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
Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director H.Y. Kao (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
Doris Wu (Der Ching Investment
Corp. Representative)
19,600,000
100.00
Director
H.Y. Kao (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 Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director
H.Y. Kao 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
Doris Wu (Der Ching Investment
Corp. Representative)
10,000,000
100.00
Director
H.Y. Kao 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 Doris Wu (Der Ching Investment
Corp. Representative)
19,400,000
100.00
Director
H.Y. Kao (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
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

-156-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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
PT YATUNG CONCRETE
INTERNATIONAL
Chairman C.P. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
*USD
1,980


99.00
Director P.R. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
*USD
1,980


99.00
Director Karen Yang
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
*USD
1,980


99.00
Supervisor H.Y. Kao
(Ya Li Precast And Prestressed
Concrete Industries Corp.
Representative)
*USD
20


1.00
YATUNG VIETNAM CO.
LTD.
Manager
C.P. Chen
0
0.00
YA SING READY-MIXED
CONCRETE CORP.
Chairman C.P. Chen
(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 P.R. Chen
(Ya Tung Ready-Mixed Concrete
Corp. Representative)
6,993,000
69.93
Director W.B. Lin
(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

-157-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Supervisor H.Y. Kao
(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
Doris Wu
(Asia Investment Corp.
Representative)
11,415,000
100.00
Director
H.Y. Kao
(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
Doris Wu
(Asia Investment Corp.
Representative)
66,550,000
100.00
Director
H.Y. Kao
(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
Doris Wu
(Asia Investment Corp.
Representative)
18,500,000
100.00
Director
H.Y. Kao
(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
Doris Wu
(Asia Investment Corp.
Representative)
10,000,000
100.00
Director
H.Y. Kao
(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
Doris Wu
(Asia Investment Corp.
Representative)
9,510,000
100.00
Director
H.Y. Kao
(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

-158-

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


85.00
Director
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 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
Ping Shen
(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

-159-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
President W.F. Hsu 0
0.00
Director 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
J.F. Jiang
*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 / President Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
130,407


100.00
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
L.C. Lee
*USD
0


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


51.22

-160-

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 YALI
CEMENT PRODUCTS
CO., LTD.
Chairman W.K. Chou
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
President J.B. Yu *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

-161-

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 L.C. Lee *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 Y.H. Lu *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 J.B. Yu *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

-162-

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 L.S. Wang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
HUBEI YADONG
CEMENT CO., LTD.
Chairman C.K. Chang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
President L. Tian *USD
0


0.00
Director 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

-163-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director H.R. Lin
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director T.S. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Jason Tai
(Oriental Holdings Co., Ltd.
Representative)
*USD
15,480


10.00
Director M.C. Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Supervisor J.X. Shen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
NANCHANG YALI
CONCRETE PRODUCE
LTD.
Chairman Humphrty Cheng
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President S.M. Chang *RMB
0


0.00
Director Z.L. Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director C.K. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director S.J. Lin
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director Doris Wu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor H.W. Chen
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
JIANGXI YALI
TRANSPORT CO., LTD.
Chairman W.T. Hsu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
President J.G. Chang *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

-164-

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 J.G. Chang
(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 Y.S. Yao
(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

-165-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
President J.B. Yu *USD
0


0.00
Director Z.L. Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director C.K. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director Doris Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Supervisor Z.Y. Chang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
SICHUAN LANFENG
BUILDING MATERIALS
CO., LTD.
Chairman Doris Wu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
President X.M. Guo *RMB
0


0.00
Director 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
President X.M. Guo *RMB
0


0.00
Director 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

-166-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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
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
President C.H. He *RMB
0


0.00
Director Z.L. Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director
C.K. Chang
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director
S.J. Lin
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Director
Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
Supervisor
Y.H. Lu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
WUHAN YAXIN
CEMENT CO., LTD.
Chairman
Doris Wu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
President
W.Y. Liu
*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

-167-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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.

-168-

8.5 Operating Condition of Affiliated Companies

Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
Unit: NT$1,000
Book closure date: 31 December 2018
No. 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)
1 FU MING TRANSPORTATION
CO., LTD.
295,695
1,827,797

406,664

1,421,133

1,075,648

74,792

197,110

6.67
2 YUAN LONG STAINLESS
STEEL CORP.
2,000,000
6,780,487

4,976,966

1,803,521

5,676,843

118,430

124,872

0.62
3 SUNRISE INDUSTRIAL
HOLDINGS LTD.
2,909
130,125

78,241

51,884

0
(88) 3,442
38.24
4 NAN HWA CEMENT CORP. 261,440
765,381

551,051

214,330

411,030

45,106

(109,869)

(4.20)
5 ASIA ENGINEERING
ENTERPRISE CORP.
81,144
289,379

167,320

122,059

43,873

12,062

41,576

5.12
6 ASIA CEMENT (CHINA)
HOLDINGS CO.
634,911
82,463,685

28,500,390

53,963,295

0
(311,144) 11,000,630
7.02
7 ASIA CEMENT (SINGAPORE)
PTE. LTD.
250,425
4,395,467

823,451

3,572,016

758,881

(6,382)
420,624
40.06
8 DER CHING INVESTMENT
CORP.
5,956,218
18,447,604

5,974,803

12,472,801

294,639

285,713

452,716

0.76
9 YA LI TRANSPORTATION
CORP.
100,000
474,544

21,444

453,100

164,301

(195)
13,760
1.38
10 YA LI PRECAST AND
PRESTRESSED CONCRETE
INDUSTRIES CORP.
193,776
259,428

308,543

(49,115)
282,180
48,535

37,302

1.93
11 YA TUNG READY-MIXED
CONCRETE CORP.
1,590,750
4,462,680

2,905,417

1,557,263

8,162,392

(29,065)
(43,827)
(0.28)
12 ASIA INVESTMENT CORP. 2,220,396
10,096,316

8,149,698

1,946,618

292,636

292,153

81,038

0.36
13 CHIAHUI POWER CORP. 4,700,000
13,929,305

4,700,337

9,228,968

6,682,384

1,205,596

871,315

1.85
14 FU DA TRANSPORTATION
CO., LTD.
279,279
1,162,004

420,953

741,051

913,566

98,841

104,118

3.73
15 PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
287,616
66,419,613

0

66,419,613

0
(54) 12,023,058
1,281.87
16 ORIENTAL CONCRETE PTE.
LTD.
380,630
260,138

909

259,229

10,815

3,235

4,538

0.27
17 FU SHAN MINERAL STONE
CO.,LTD.
13,000
78,300

43,502

34,798

30,985

1,150

442

0.34
18 KOWLOON CEMENT CORP.
LTD.
93,150
888,613

1,252

887,361

42,681
(8,493) (40,252)
(17.50)
19 AC MEGA INVESTMENT
LTD.
579,926
455,841

0

455,841

0
(108) 15,498
0.79
20 AC LEAP INVESTMENT
LTD.
579,439
507,038

0

507,038

0
(108) 19,267
0.98
21 AC MEGA II INVESTMENT
LTD.
289,050
243,207

0

243,207

0
(103) 9,642
0.96
22 AC MEGA III INVESTMENT
LTD.
289,050
276,156

0

276,156

0
(103) 8,336
0.83

-169-

No. 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)
23 AC MEGA IV INVESTMENT
LTD.
575,055
596,683

142

596,541

0
(246) 13,399
0.69
24 YA LI PRECAST CONCRETE
INDIA PVT. LTD.
8,338
8,502

6,277

2,225

0
(821) (838)
Note 1
25 ASIA ORIENTAL (GUAM)
L.L.C
242,046
52,225

56

52,169

941
(706) (36,179)
Note 1
26 PT YATUNG CONCRETE
INTERNATIONAL CORP.
62,060
53,123

4,170

48,953

2,445

(5,432)
(5,390)
Note 1
27 YATUNG VIETNAM CO., LTD. 201,823
245,639

37,210

208,429

144,254

14,474

17,402

Note 1
28 YA SING READY-MIXED
CONCRETE CORP.
100,000
276,614

179,011

97,603

660,224

12,215

9,460

0.95
29 ASIA CEMENT EXPLORER
INVESTMENT LTD.
334,065
142,357

0

142,357

0
(108) 3,350
0.29
30 ASIA CEMENT PIONEER
INVESTMENT LTD.
2,039,879
1,817,131

58,241

1,758,890

0
(108) 61,107
0.92
31 ASIA CEMENT PIONEER
II INVESTMENT LTD.
544,135
521,076

0

521,076

0
(103) 19,715
1.07
32 ASIA CEMENT PIONEER
III INVESTMENT LTD.
289,050
224,136

0

224,136

0
(103) 8,708
0.87
33 ASIA CEMENT PIONEER
IV INVESTMENT LTD.
286,263
261,126

0

261,126

0
(103) 9,877
1.04
34 ASIA CONTINENT
INVESTMENT HOLDINGS
PTE. LTD.
8,857,490
21,209,250

142

21,209,108

0
(252) 5,196,752
15.67
35 ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
23,436,114
45,191,316

146

45,191,170

0
(7,287) 6,820,093
9.73
36 KOWLOON CONCRETE CORP.
LTD.
39
128,415

230

128,185
1,539 (6,552) (2,958)
(295.82)
37 JOIN FORTUNE TRADING
LTD.
90,038
19,485

747

18,738
0 (96) (12,528)
(4.20)
38 PEREZ-AOG, L.L.C. 294,384
191,855

166,862

24,993

280,911

(53,649)
(57,030)
Note 1
39 JIANGXI YADONG CEMENT
CO., LTD.
10,919,929
28,452,458

3,503,683

24,948,775

22,103,150

7,957,429

6,228,087

Note 1
40 HUANGGANG YADONG
CEMENT CO., LTD.
2,642,403
5,848,144

556,833

5,291,311

3,573,301

1,295,687

1,034,790

Note 1
41 WUHAN YADONG CEMENT
CO., LTD.
1,108,233
2,901,520

309,775

2,591,745

2,463,464

(15,713)
113,198
Note 1
42 ORIENTAL HOLDINGS CO.,
LTD.
3,998,931
8,946,495

11,008

8,935,487

0
(3,006) 1,341,584
Note 1
43 CHENGDU YA LI CEMENT
PRODUCTS CO., LTD.
125,727
384,239

79,790

304,449

316,071

34,940

50,460

Note 1
44 SHANGHAI YAFU CEMENT
PRODUCTS CO., LTD.(Note 3)
77,889
0

0

0

0
(928) 775
Note 1
45 SHANGHAI YALI CEMENT
PRODUCTS CO., LTD.
459,975
273,765

272,957

808

40,839

(94,028)
(140,128)
Note 1

-170-

No. 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)
46 SICHUAN YALI CONCRETE
PRODUCE CO., LTD.
101,195
554,150

393,654

160,496

497,832

54,330

68,608

Note 1
47 SICHUAN YALI TRANSPORT
CO., LTD.
107,328
233,580

57,881

175,699

383,736

5,341

7,299

Note 1
48 YANGZHOU YADONG
CEMENT CO., LTD.
1,089,527
2,406,382

768,100

1,638,282

3,637,851

130,189

149,784

Note 1
49 SICHUAN YADONG CEMENT
CO., LTD.
11,295,146
21,947,900

2,578,482

19,369,418

8,742,505

2,545,892

3,549,051

Note 1
50 HUBEI YADONG CEMENT
CO., LTD.
4,746,942
12,389,242

1,583,016

10,806,226

7,214,846

1,985,914

1,327,089

Note 1
51 NANCHANG YALI CONCRETE
PRODUCE LTD.
268,083
957,981

135,201

822,780

853,289

101,979

77,635

Note 1
52 JIANGXI YALI TRANSPORT
CO., LTD.
55,851
193,855

39,952

153,903

317,428

31,292

23,481

Note 1
53 NANCHANG YADONG
CEMENT CO., LTD.
402,124
876,024

99,006

777,018

1,273,843

143,981

115,076

Note 1
54 WUHAN YALI CEMENT
PRODUCTS CO., LTD.
268,083
606,663

306,400

300,263

830,091

73,132

69,378

Note 1
55 TAIZHOU YADONG BUILDING
MATERIAL CO., LTD.

490,640

946,441

606,976

339,465

905,362

19,256

(5,352)

Note 1
56 SICHUAN LANFENG
BUILDING MATERIALS CO.,
LTD.
89,361
64,916

155,839

(90,923)
0 (2,642) 4,403
Note 1
57 SICHUAN LANFENG CEMENT
CO., LTD.
2,680,826
7,546,010

3,366,747

4,179,263

6,103,689

1,861,993

1,468,531

Note 1
58 HUBEI YALI TRANSPORT CO.,
LTD.
58,085
93,971

11,836

82,135

124,653

(4,175)
(2,025)
Note 1
59 WUHAN YAXIN CEMENT
CORP. LTD.
402,124
2,023,623

539,321

1,484,302

1,702,690

328,777

235,950

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 2018( USD:30.665;SGD:22.39;RMB:4.468044; HKD:3.891;INR:0.4398;VND:0.00095;IDR:0.00178 ); the data in Income Statement are converted according to the 2018 average exchange rate ( USD 30.1493 SGD 22.3525 RMB 4.544796 HKD 3.8463 INR 0.4409 VND 0.001187 IDR 0.00213 ).

  • Note 3: The SHANGHAI YAFU CEMENT PRODUCTS CO., LTD. was disposed in July 2018.

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 7,18,24, 41 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

-171-

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.

-172-

==> picture [62 x 63] intentionally omitted <==

ASIA CEMENT CORPORATION

Asia Cement Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2018 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

ASIA CEMENT CORPORATION

By

DOUGLAS TONG HSU Chairman March 21, 2019

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Asia Cement Corporation

Opinion

We have audited the accompanying consolidated financial statements of Asia Cement Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, 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(collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, 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, 2018. 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.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Estimated Impairment of Trade Receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Where the actual future cash flows are less than expected, a material impairment loss may arise. Refer to Notes 5 and 13. Because the key assumptions and inputs used for measuring expected credit losses on trade receivables represent an area of significant judgement and uncertainty, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures for estimated impairment of trade receivables are as follows:

  1. We obtained an understanding and performed tests on management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.

  2. We evaluated the reasonableness of allowance for impairment loss by testing the aging of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  3. We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.

  4. 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 an independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Refer to Notes 5 and 20. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures for fair value measurement of investment properties are as follows:

  1. We assessed the competencies and independence of the appraiser engaged by management and obtained an understanding of the scope of the work and the process of engagement acceptance to evaluate the risk of impairment of the appraiser’s independence and the limitation in the scope of the appraiser’s work.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documents, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in the valuation process and reperformed the calculation of the fair value of investment properties.

Emphasis of Matter

The Group’s investments in China Shanshui Cement Group Limited (CSCGL), which was previously recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Group reported a provisional amount of NT$2,789,881 thousand for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Group’s investment in CSCGL. The Group will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained from facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date. Refer to Notes 8 and 18. Our opinion is not qualified in respect of this matter.

Other Matter

The financial statements of CSCGL, an associate accounted for using equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$10,217,370 thousand, representing 4% of the consolidated total assets. For the year ended December 31, 2018, the share of profit or loss of CSCGL was NT$376,557 thousand, representing 2% of the consolidated income before income tax.

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.

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

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, 2018 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 this independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China March 21, 2019

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.

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 38)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 40)
Available-for-sale financial assets - current (Notes 9 and 40)
Financial assets at amortized cost - current (Notes 6, 11, 38 and 40)
Contract assets - current (Note 33)
Debt investments with no active market - current (Notes 6, 12, 38 and 40)
Notes receivable
Third parties
Trade receivables
Third parties (Notes 13 and 14)
Related parties (Notes 13 and 38)
Other receivables (Notes 15 and 38)
Current tax assets (Note 33)
Inventories (Note 16)
Prepayments (Note 23)
Other current assets (Note 24)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 18 and 40)
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 40)
Available-for-sale financial assets - non-current (Notes 9 and 40)
Financial assets at amortized cost - non-current (Notes 6, 11, 38 and 40)
Financial assets measured at cost - non-current (Note 10)
Debt investments with no active market - non-current (Notes 6, 12, 38 and 40)
Property, plant and equipment (Notes 19 and 40)
Investment properties (Notes 20 and 40)
Intangible assets (Notes 21 and 22)
Deferred tax assets (Note 33)
Finance lease receivables - non-current (Note 14)
Long-term prepayments for leases (Note 23)
Other non-current assets (Notes 24 and 38)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 25 and 38)
Short-term bills payable (Note 26)
Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 33)
Accounts payable and accrued expenses
Third parties
Related parties (Note 38)
Dividends and bonuses payable
Other payable - other (Note 27)
Current tax liabilities (Note 33)
Provisions - current (Note 30)
Customers' deposits and advances (Note 28)
Deferred revenue - current (Note 29)
Current portion of long-term liabilities (Notes 28 and 38)
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 28)
Long-term borrowings (Notes 28 and 38)
Provisions - non-current (Notes 24, 30 and 41)
Deferred tax liabilities (Note 33)
Net defined benefit liabilities - non-current
Deferred revenue - non-current (Note 29)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 32)
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 32)
Total equity
TOTAL
2018
Amount
%
$ 14,929,411
5
9,046,583
3
3,800,923
1
-
-
14,322,874
5
147,528
-
-
-
12,928,203
5
9,251,854
3
976,266
1
2,964,751
1
15,901
-
9,804,276
4
1,684,612
1

485,324

-

80,358,506

29
78,846,276
28
9,784,743
4
-
-
14,642
-
-
-
-
-
52,549,341
19
35,965,203
13
3,694,783
1
436,238
-
8,894,355
3
3,779,353
1

4,864,558

2
198,829,492

71
$ 279,187,998
100
$ 24,805,239
9
18,564,469
7
268,218
-
731,015
-
8,028,077
3
250,857
-
231,722
-
334,305
-
2,181,268
1
48,200
-
-
-
75,912
-

7,285,012

2

62,804,294

22
12,192,567
5
33,593,896
12
679,377
-
9,365,429
4
185,107
-
923,805
-

395,177

-

57,335,358

21
120,139,652

43

33,614,472

12

1,362,554

-
15,615,380
6
63,945,145
23

20,358,461

7

99,918,986

36

2,996,214

1
137,892,226
49

21,156,120

8
159,048,346

57
$ 279,187,998
100
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
-
748,214
-
68,085
-

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

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 33 and 38)

OPERATING COSTS (Notes 16, 33, 34 and 38)

GROSS PROFIT
UNREALIZED GROSS PROFIT ON SALES TO
ASSOCIATES
REALIZED GROSS PROFIT ON SALES TO
ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES
Administrative expenses (Notes 34 and 38)
Expected credit loss (Note 13)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 34)
Other gains and losses (Note 34)
Finance costs (Note 34)
Share of profit or loss of associates and joint
ventures

Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 35)

NET INCOME FOR THE YEAR
2018
Amount
%
$ 82,741,004 100

61,584,690
74

21,156,314 26
-

15,147

-

21,171,461 26
2,875,798
4

142,553

-


3,018,351

4


18,153,110
22

1,479,803
2
(1,733,766) (2)
(1,673,185) (2)

4,144,156

5


2,217,008

3

20,370,118 25

5,480,921

7


14,889,197
18
2017


























Amount
%
$ 64,899,248 100

54,728,230
85

10,171,018 15

(540)
-

-

-

10,170,478 15

2,733,762
4

-

-

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

2

6,665,541
11
(Continued)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME, NET
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income

Remeasurement of defined benefit plans
Share of other comprehensive income of
associates and joint ventures


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Unrealized gain on available-for-sale financial
assets
Cash flow hedges
Share of other comprehensive income (loss) of
associates and joint ventures


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 36)
Basic
Diluted
2018
Amount
%
$ 707,605
1
265,511
-

723,519

1


1,696,635

2

(894,761) (1)
-
-
(2,434)
-

636,733

1


(260,462)

-


1,436,173

2

$ 16,325,370
20

$ 11,117,094 13

3,772,103

5

$ 14,889,197
18

$ 12,811,353 16

3,514,017

4

$ 16,325,370
20

$3.54
$3.49
2017




























Amount
%
$ -
-

127,020
-

124,241

-

251,261

-

(1,017,135) (1)

4,092,288
6

-
-

(1,206,875)
(2)

1,868,278

3

2,119,539

3
$ 8,785,080
14
$ 5,469,007
8

1,196,534

2
$ 6,665,541
10
$ 7,895,746 12

889,334

2
$ 8,785,080
14
$1.74
$1.74

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

(Concluded)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Changes in capital surplus from investments in
associates 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
Cash dividends distributed by subsidiaries
Other changes in equity from investments in associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective
restatement

BALANCE AT JANUARY 1, 2018, AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends - $1.2 per share
Equity component of convertible bonds issued by the
Corporation
Changes in capital surplus from investments in
associates accounted for using equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Cash dividends distributed by subsidiaries
Disposals of investments in equity instruments
designated as at fair value through other
comprehensive income
Other changes in equity from investments in associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Equity Attribu ta **ble to Owners of the Corporation ** **ble to Owners of the Corporation ** **ble to Owners of the Corporation ** Non-controlling
Total
Interests
$ 122,663,077
$ 18,000,144

-
-
-
-
(3,025,302 )
-
811
-
5,469,007
1,196,534
2,426,739
(307,200 )
-
(528,712 )

(98,767)

33


127,435,565
18,360,799

1,502,354

4,810


128,937,919
18,365,609
-
-
-
-
(4,033,736 )
-
185,411
-
8,451
-
11,117,094
3,772,103
1,694,259
(258,086 )
-
(723,504 )
-
-

(17,172)

(2)

$ 137,892,226
$ 21,156,120
Total Equity
$ 140,663,221
-
-
(3,025,302 )
811
6,665,541

2,119,539

(528,712 )

(98,734)
145,796,364

1,507,164
147,303,528
-
-
(4,033,736 )
185,411
8,451
14,889,197

1,436,173

(723,504 )
-

(17,174)
$ 159,048,346
**CapitalStock ** Issued
Amount
Capital Surplus
$ 33,614,472
$ 1,167,881

-
-
-
-
-
-
-
811
-
-
-
-
-
-

-

-

33,614,472
1,168,692

-

-

33,614,472
1,168,692
-
-
-
-
-
-
-
185,411
-
8,451
-
-
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,362,554
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

1,713,459

15,068,480
63,001,957
17,839,296
546,900
-
(546,900 )
-
943,188
(943,188 )
-
-
(4,033,736 )
-
-
-
-
-
-
-
-
11,117,094
-
-
351,764
-
-
-
-
-
(3,408,697 )

-

-

(17,172)

$ 15,615,380
$ 63,945,145
$ 20,358,461
Other Equity Total Other
Equity
$ (3,718,689 )
-
-
-
-
-
2,174,816
-

-

(1,543,873 )

(211,105)

(1,754,978 )
-
-
-
-
-
-
1,342,495
-
3,408,697

-

$ 2,996,214












Exchange
Differences on
Translating

Foreign
A
Operations

$ (44,313 )

-

-

-
-
-
(2,593,840 )
-

-

(2,638,153 )

-

(2,638,153 )

-

-

-
-
-
-
(3,211 )
-

-

-

$ (2,641,364)
Unrealized Gain
(Loss) on
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
vailable-for-sale
Comprehensive
Financial Assets
Income
$ (4,023,554 ) $ -

-
-
-
-
-
-
-
-
-
-

4,751,621
-
-
-

-

-


728,067
-

(728,067)

516,962


-
516,962
-
-
-
-
-
-
-
-
-
-
-
-

-
1,343,257
-
-
-
3,408,697

-

-

$ -
$ 5,268,916
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
-
-
-
-

-

$ 307,728
Cash Flow
Hedges
$ 41,450

-
-
-
-
-
17,035
-

-

58,485

-

58,485
-
-
-
-
-
-
2,449
-
-

-

$ 60,934







Shares
3,361,447

-
-
-
-
-
-
-

-

3,361,447

-

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

-


3,361,447

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Share of loss of associates and joint ventures
Finance costs
Dividend income
Impairment loss recognized on goodwill
Interest income
Reversal of impairment loss on (write-downs of) inventories
Amortization expenses
Net loss (gain) on fair value changes of financial assets and
liabilities designated as at fair value through profit or loss
Gain on disposal of financial assets
Impairment loss recognized on associates and joint ventures
Expected credit loss recognized on trade receivables
Gain on changes in fair value of investment properties
Impairment loss on property, plant and equipment
Gain on disposal of subsidiaries
Loss on disposal of property, plant and equipment
Unrealized (gain) loss on foreign exchange
Effect of changes in exchange rate of bonds payable
Impairment loss recognized on trade receivables
Loss on disposal of intangible assets
Gain on disposal of associates
Other items
Changes in operating assets and liabilities
Financial assets held for trading
Financial assets mandatorily classified as at fair value through
profit or loss
Contract assets
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interests received
Dividends received
2018
$ 20,370,118
4,649,561
(4,144,156)
1,673,185
(770,314)
630,631
(370,571)
315,353
269,631
256,294
(251,859)
200,245
142,553
(98,015)
51,888
(40,440)
33,455
(15,575)
300
-
-
-
(755)
-
(3,051,110)
(44,533)
(4,805,502)
525,258
(487,332)
(3,566,055)
(31,307)
(74,718)
(20,934)
(640,964)
176,021
-
(12,254)

(68,085)

10,800,014
254,393
3,172,662
2017
$ 8,499,159

4,839,940

(2,522,090)

1,772,075

(616,680)

-

(179,840)

(4,401)

337,651

(31,422)

(393,588)

122,619

-

(216,580)

-

-

103,818

419,217

(7,470)

159,402

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
(Continued)
  • 12 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Interests paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Acquisition of property, plant and equipment
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of associates
Proceeds from disposal of property, plant and equipment
Increase in long-term prepayments for investment
Proceeds from disposal of subsidiaries
Acquisition of intangible assets
Increase in refundable deposits
Decrease in other non-current assets
Acquisition of investment properties
Acquisition of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
Increase in debt investments with no active market
Proceeds from capital reduction of investments accounted for using
equity method
Increase in prepayments for leases
Proceeds from capital reduction of available-for-sale financial assets
Proceeds from capital reduction of financial assets at cost
Net cash inflow on disposal of associates

Net cash used in investing activities

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

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

Net cash generated from (used in) financing activities
2018
$ (1,658,691)

(3,304,318)


9,264,060

(9,537,968)
(4,274,600)
(556,016)
(123,120)
90,395
(83,721)
48,391
(13,037)
(9,678)
1,559
(1,269)
-
-
-
-
-
-
-

-

(14,459,064)

34,819,996
(30,396,615)
6,574,843
6,445,333
(4,089,430)
(4,033,715)
2,439,125
723,504
(59,096)

14,691


12,438,636
2017
$ (1,731,570)

(1,088,593)

8,139,048

-

(1,157,324)

-

(16,024)

150,935

(1,954,754)

-

(13,608)

(711,225)

2,950

(48,967)

(6,799,317)

5,689,530

(2,037,434)

115,631

(27,997)

16,880

5,841

86

(6,784,797)

33,917,158
(34,878,734)

-

(300,971)

-

(3,025,272)

4,094,700

(528,712)

(63,285)

5,561

(779,555)
(Continued)
  • 13 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

2018
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
$ (53,713)

NET INCREASE IN CASH AND CASH EQUIVALENTS
7,189,919
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

7,739,492

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 14,929,411

The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 21, 2019)
2017
$ (285,210)

289,486

7,450,006
$ 7,739,492
(Concluded)
  • 14 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s stock have been listed on the Taiwan Stock Exchange since June 1962.

In June 1992 and September 1996, certain shares of the Corporation were sold by Far Eastern New Century Corporation (FENC) in the form of global depositary shares (GDSs). Such GDSs have been quoted through the SEAQ system of the London Stock Exchange and traded through the portal system of the National Association of Securities Dealers, Inc. As of December 31, 2018, the issued and outstanding GDSs aggregated 17,072 units, representing 170,717 shares of the Corporation.

As of December 31, 2018 and 2017, the Corporation and its subsidiaries (collectively, the “Group”) had 5,878 and 6,004 employees, respectively.

The consolidated financial statements are presented in the Corporation’s functional currency, New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors and authorized for issue on March 21, 2019.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:

  • 1) IFRS 9 “Financial Instruments” and related amendments

IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Refer to Note 4 for information relating to the relevant accounting policies.

  • 15 -

Classification, measurement and impairment of financial assets

On the basis of the facts and circumstances that existed as of January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.

The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Group’s financial assets and financial liabilities as of January 1, 2018.

Financial Assets
Cash and cash equivalents
Equity securities




Mutual funds


Debt securities

Time deposits with
original maturities of
more than 3 months

Notes receivable, trade
receivables and other
receivables (including
related parties)
Measurement Category
IAS 39
IFRS 9
Loans and receivables
Amortized cost

Held‑ for‑ trading
Mandatorily at fair value
through profit or loss
(FVTPL)
Held‑ for‑ trading
Fair value through other
comprehensive income
(FVTOCI) - equity
instruments
Available‑ for‑ sale
Mandatorily at FVTPL
Available‑ for‑ sale
FVTOCI - equity
instruments
Held‑ for‑ trading
Mandatorily at FVTPL
Available‑ for‑ sale
Mandatorily at FVTPL
Available‑ for‑ sale
Mandatorily at FVTPL
Loans and receivables
Amortized cost
Loans and receivables
Amortized cost
Carrying Amount
IAS 39
IFRS 9
Remark
$ 7,739,492 $ 7,739,492
-
69,039
69,039
-
9,555
9,555
a)
4,055,199
4,055,199
b)
21,546,015
21,884,158
b)
243,486
243,486
-
1,205,078
1,205,078
c)
372,460
372,460
d)
4,531,477
4,531,477
-
21,309,134
21,309,134
-
Financial Assets
FVTPL

Add: Reclassification
from available-for-sale
(IAS 39) - required
reclassification
Less: Reclassification to
FVTOCI - equity
instruments (IFRS 9)


FVTOCI
Equity instruments
Add: Reclassification
from FVTPL (IAS 39)
Add: Reclassification
from available-for-sale
(IAS 39)


IAS 39
Carrying
Amount as of
January 1,
2018
$ 322,080
-

-


322,080

-
-

-


-

$ 322,080
Reclassifi-
cations
$ -

5,632,737

(9,555)


5,623,182


-

9,555
21,546,015

21,555,570

$ 27,178,752
Remeasure-
ments
$ -

-

-


-


-

-

338,143


338,143

$ 338,143
IFRS 9
Carrying
Amount as of
January 1,
2018
$ 322,080

5,632,737

(9,555)


5,945,262


-

9,555
21,884,158

21,893,713

$ 27,838,975
Retained
Earnings
Effect on
January 1,
2018
$ -

59,525

-


59,525


-

(4,708 )

860,641


855,933

$ 915,458
Other Equity
Effect on
January 1,
2018
Remark
$ -

(59,525 ) b), c) and d)

-
a)

(59,525)

-

4,708
a)

(522,498 )
b)

(517,790)
$ (577,315)

a) The Group elected to designate some of its investments in equity securities previously classified as FVTPL under IAS 39 as at FVTOCI under IFRS 9, because these investments are not held for trading. The retrospective adjustment resulted in an increase of NT$4,708 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and a decrease of NT$4,708 thousand in retained earnings on January 1, 2018.

  • 16 -

  • b) The Group elected to classify its investments in equity securities previously classified as available-for-sale under IAS 39 as partly at FVTPL and partly at FVTOCI under IFRS 9. As a result, the related other equity - unrealized gain (loss) on available-for-sale financial assets was reclassified to retained earnings in the amount of NT$90,263 thousand and to other equity - unrealized gain (loss) on financial assets at FVTOCI in the amount of NT$1,704,035 thousand.

Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of NT$338,143 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018.

The Group recognized impairment loss under IAS 39 on certain investments in equity securities measured at cost and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of NT$860,641 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of NT$860,641 thousand in retained earnings on January 1, 2018.

  • c) Mutual funds previously classified as available-for-sale under IAS 39 were classified mandatorily as at FVTPL under IFRS 9, because the contractual cash flows were not solely payments of principal and interest on the principal outstanding and they were not equity instruments. The retrospective adjustment resulted in a decrease of NT$51,696 thousand in other equity - unrealized gain (loss) on available-for-sale financial assets and an increase of NT$51,696 thousand in retained earnings on January 1, 2018.

  • d) Debt investments previously classified as available‑ for‑ sale financial assets under IAS 39 were classified as at FVTPL under IFRS 9, because on January 1, 2018, the contractual cash flows were not solely payments of principal and interest on the principal outstanding. As a result of retrospective application, the related adjustments comprised an increase in other equity - unrealized gain (loss) on available‑ for‑ sale financial assets of NT$82,434 thousand and a decrease in retained earnings of NT$82,434 thousand on January 1, 2018.

IAS 39 IFRS 9 Retained
Carrying Adjustments Carrying Earnings Other Equity
Amount as of Arising from Amount as of Effect on Effect on
January 1, Initial January 1, January 1, January 1,
2018 Application 2018 2018 2018
Remark
Investments accounted for
using equity method $ 64,859,378 $ 563,935 $ 65,423,313 $
192,915
$
366,210
e)
  • e) As a result of the associates’ retrospective application of IFRS 9, there was an increase in investments accounted for using equity method of NT$563,935 thousand, an increase in other equity - unrealized gain (loss) on financial assets at FVTOCI of NT$366,210 thousand and an increase in retained earnings of NT$192,915 thousand on January 1, 2018.

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendments

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers and supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations. Refer to Note 4 for related accounting policies.

  • 17 -

The impact on assets, liabilities and equity of retrospective application of IFRS 15 on January 1, 2018 is detailed below:

Carrying
Amount as of
January 1, 2018

Impact on assets, liabilities and equity


Investments accounted for using equity
method
$ 64,859,378

Unappropriated earnings
$ 16,125,837
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2018



$ 605,086
$ 65,464,464
$ 605,086
$ 16,730,923
  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019

and the IFRSs endorsed by the FSC for application starting from 2019
New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

IFRS 16 “Leases”

Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”

Amendments to IAS 28 “Long-term Interests in Associates and Joint
Ventures”

IFRIC 23 “Uncertainty over Income Tax Treatments”
Effective Date
Announced by IASB (Note 1)
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.

  • Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

  • 1) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17, IFRIC 4 and a number of related interpretations.

Definition of a lease

Upon initial application of IFRS 16, the Group will elect to apply IFRS 16 only to contracts entered into or changed on or after January 1, 2019 and identified as lease contracts or contracts that contain a lease under IFRS 16. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

  • 18 -

The Group as lessee

Upon initial application of IFRS 16, the Group will recognize on the consolidated balance sheets right-of-use assets and lease liabilities for all leases except low-value and short-term leases whose payments will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Prepaid lease payments for land use rights of land located in mainland China, Hong Kong, Singapore and Vietnam are recognized as prepayments for leases. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows.

The Group will apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities for leases currently classified as operating leases under IAS 17 will be recognized on January 1, 2019. Lease liabilities will be measured at the present value of the remaining lease payments, discounted at the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities. The Group will apply IAS 36 to all right-of-use assets.

The Group expects to apply the following practical expedients:

  • a) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • b) The Group will use hindsight, such as in determining lease terms, to measure lease liabilities.

The Group as lessor

The Group will not make any adjustments to leases in which it is the lessor and will account for those leases under IFRS 16 starting from January 1, 2019.

Anticipated impact on assets, liabilities and equity

Carrying Adjustments Adjustments Adjusted
Amount as of Arising from Carrying
December 31, Initial Amount as of
2018 Application January 1, 2019
Right-of-use assets $
-
$ 1,156,091 $ 1,156,091
Prepayments for leases - current 142,246 (29,087) 113,159
Prepayments for leases - non-current 3,779,353
(351,685) 3,427,668
Total effect on assets $ 3,921,599
$ 775,319 $ 4,696,918
Lease liabilities - current $
-
$ 168,998 $
168,998
Lease liabilities - non-current -
606,321 606,321
Total effect on liabilities $
-
$ 775,319 $
775,319
  • 19 -

  • 2) IFRIC 23 “Uncertainty over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Group should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Group concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Group should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Group should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the Group expects to better predict the resolution of the uncertainty. The Group has to reassess its judgments and estimates if facts and circumstances change.

Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of the aforementioned amendments would not have any material impact on the Group’s financial position and financial performance.

  • c. New amended and revised standards and interpretations in issue but not yet endorsed and issued into effect by the FSC (collectively, the “New IFRSs”)

effect by the FSC (collectively, the “New IFRSs”)
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between An Investor and Its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB (Note 1)
January 1, 2020 (Note 2)
To be determined by IASB
January 1, 2021
January 1, 2020 (Note 3)

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • 20 -

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments, investment properties which are measured at fair value, and net defined benefit assets (liabilities) which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within 12 months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

  • b. Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

Ya Li Precast and Prestressed Concrete Industries Corp., Asia Engineering Enterprise Corp. and Ya Li Precast Concrete India Pvt. Ltd. engage in construction related businesses, which have operating cycles of over one year. The assets and liabilities of the aforementioned companies related to the construction contracts are classified as current or non-current according to the length of their operating cycles.

Basis of Consolidation

Principles for preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e. its subsidiaries).

  • 21 -

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.

Refer to Note 17, Tables 7 and 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).

Foreign Currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purpose of presenting consolidated financial statements, the functional currencies of the Group (including subsidiaries, associates, joint ventures and branches in other countries that use currencies which are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Corporation and non-controlling interests as appropriate).

On the disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

  • 22 -

Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

Investments in Associates and Joint Ventures

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The Group uses the equity method to account for its investments in associates and joint ventures.

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of equity of associates and joint ventures attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

If the measurement of the fair values of the identifiable net assets and liabilities of an associate acquired in stage is incomplete by the end of the reporting period, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period does not exceed 1 year from the acquisition date.

When the Group subscribes for additional new shares of an associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using equity method is insufficient, the shortage is debited to retained earnings.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

  • 23 -

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When the Group transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’s consolidated financial statements only to the extent of unrelated parties’ interests in the associate and joint venture.

The Group’s share of comprehensive income of associates or joint ventures is recognized using the treasury stock method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Group are treated as treasury stocks and are deducted from the outstanding shares in computing basic earnings per share.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently. Properties in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation is recognized using the fixed-percentage-on-declining-balance method or the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

Investment Properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs, and are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.

For a transfer from property, plant and equipment to investment property at the end of owner-occupation, any difference between the fair value and the carrying amount of the property at the date of transfer is recognized in other comprehensive income.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

  • 24 -

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit is tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.

Intangible Assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

Impairment of Tangible and Intangible Assets Other than Goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

Financial Instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

  • 25 -

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a. Measurement category

2018

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

  • 1) Financial assets at FVTPL

Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 37.

  • 2) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • a) The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and

  • b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables, other receivables and debt instruments at amortized cost, are measured at amortized cost, which is the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.

Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • 26 -

  • 3) Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.

  • 1) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when such financial assets are held for trading.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on the financial asset. Fair value is determined in the manner described in Note 37.

  • 2) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Fair value is determined in the manner described in Note 37.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets (relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments) are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

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  • 3) Loans and receivables

Loans and receivables (including cash and cash equivalents, trade receivables, other receivables and debt investments with no active market) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments

  • b. Impairment of financial assets

2018

The Group recognizes allowance for expected credit loss (ECL) on financial assets at amortized cost (including trade receivables) as well as lease receivables at the end of each reporting period.

The Group’s policy is to always recognize allowance for lifetime ECL on trade receivables. For all other financial instruments and lease receivables, the Group will recognize lifetime ECL when there is a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group will measure the allowance for loss on that financial instrument at an amount equal to 12-month ECL.

ECL is the weighted average of credit losses estimated by using assigned levels of risks of defaults occurring as the weights. Lifetime ECL represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible to occur within 12 months after the reporting date.

Impairment loss on all financial instruments is recognized with a corresponding adjustment to their carrying amount through a loss allowance account.

2017

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets measured at amortized cost, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. The amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For any available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

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When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account.

c. Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

Financial liabilities

  • a. Subsequent measurement

Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities are held for trading and are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividends paid on the financial liability. Fair value is determined in the manner described in Note 37.

  • 29 -

  • b. Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Convertible bonds

The component parts of compound instruments (i.e. convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the liability component are included in the carrying amount of the liability component. Transaction costs relating to the equity component are recognized directly in equity.

Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including cross-currency swap contracts.

Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the mixed contracts are not measured at FVTPL.

Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

  • 30 -

Revenue Recognition

2018

The Group identifies the contract with the customers, identifies the performance obligations in the contract, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

When another party is involved in providing goods or services to a customer, the Group is a principal if it controls the specified good or service before that good or service is transferred to a customer; otherwise, the Group is acting as an agent. The principal recognizes revenue and costs associated with providing the goods or services at the gross amount, while an agent recognizes revenue at the net amount. When a specified good or service is a distinct good or service, the Group determines whether it is a principal or an agent for each specified good or service.

The Group is a principal if it obtains control of any one of the following:

  • a. Before the good or another asset transfers to the customer, the Group acquire the good or the control of asset from another party.

  • b. The right to a service to be performed by another party which gives the Group the ability to direct that party to provide the service to the customer on its behalf.

  • c. A good or service from another party that it then combines with other goods or services in providing a specified good or service to the customer.

Indicators to support the Group’s assessment of whether it controls a specified good or service include, but are not limited to, the following:

  • a. The Group is primarily responsible for fulfilling the promise to provide the specified good or service.

  • b. The Group has inventory risk before or after the specified good or service is transferred to the customer.

  • c. The Group has discretion in establishing the price of the specified good or service.

2017

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowances for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.

  • a. Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • 1) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • 2) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • 3) The amount of revenue can be measured reliably;

  • 4) It is probable that the economic benefits associated with the transaction will flow to the Group; and

  • 5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • 31 -

  • b. Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and effective interest rate applicable.

  • c. Construction contracts

Revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • a. The Group as lessor

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • b. The Group as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Government Grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

  • 32 -

Employee Benefits

a. Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • c. Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

a. Current tax

According to the Income Tax Law, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

b. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carry forward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be

  • 33 -

sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.

  • c. Current tax and deferred tax for the year

Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current tax and deferred tax are also recognized in other comprehensive income, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Estimated Impairment of Trade Receivables

In 2018

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 13.

  • 34 -

In 2017

When there is objective evidence of impairment loss, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate.

Fair Value Measurements and Valuation Process

If some of the Group's assets and liabilities measured at fair value have no quoted prices in active markets, the Group determines whether to engage third party qualified appraisers for the application of appropriate valuation techniques for fair value measurements in accordance with related regulations or professional standards.

Where Level 1 inputs are not available, the engaged appraisers would determine appropriate inputs by referring to the analyses of the financial position and the operating results of the investees and valuation multiples of entities that are comparable with the investees of the Group’s equity instruments not quoted in active markets or market prices or rates and specific features of the Group’s derivatives or the existing lease contracts and rentals of similar properties in the vicinity of the Group’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Notes 8, 9, 20 and 37.

6. CASH AND CASH EQUIVALENTS

Checking accounts and demand deposits

Cash on hand
Petty cash
Cash equivalents (investments with original maturities of less than 3
months)
Time deposits
Repurchase agreements collateralized by bonds

December 31 December 31


2018
$ 6,003,398
3,843
3,706
8,745,170

173,294

$ 14,929,411
2017
$ 4,452,440

4,739

4,100

3,129,663

148,550
$ 7,739,492

The market rate intervals of time deposits, repurchase agreements collateralized by bonds and commercial papers at the end of the reporting period were as follows:

Time deposits
Repurchase agreements collateralized by bonds
December 31
2018
2017
1.00%-4.80%
0.85%-6.00%
0.52%-2.52%
2.04%

In 2018

As of December 31, 2018, the Group’s bank deposits in the amounts of $169,139 thousand, which were restricted as collaterals for bank loans are classified as financial assets at amortized cost in the balance sheets. Time deposits with original maturities of more than 3 months in the amounts of $14,168,377 thousand as of December 31, 2018, are also classified as financial assets at amortized cost in the balance sheets. Refer to Note 11.

  • 35 -

In 2017

As of December 31, 2017, the Group’s bank deposits in the amounts of $228,560 thousand, which were restricted as collaterals for bank loans were classified as debt investments with no active market in the balance sheets. Time deposits with original maturities of more than 3 months in the amounts of $4,302,917 thousand as of December 31, 2017, were also classified as debt investments with no active market in the balance sheets. Refer to Note 12.

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
Financial assets held for trading
Non-derivative financial assets
Beneficiary certificates

Listed stocks


Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Beneficiary certificates

Listed stocks





Financial liabilities at FVTPL
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Bond options (Note 28)

Cross-currency swap contracts

December 31 December 31











2018
$ -

-

-

5,543,595
3,502,988

9,046,583

$ 9,046,583

$ 223,501

44,717

$ 268,218
2017
$ 243,486

78,594

322,080
-

-

-
$ 322,080
$ -

-
$ -

The Group entered into cross-currency swap contracts to manage exposures to exchange rate fluctuations. The Group’s financial hedging strategy is to avoid most of the cash flow risk exposure. At the end of the reporting period, outstanding cross-currency swap contracts not under hedge accounting were as follows:

Notional Amount Range of Interest Range of Interest
(In Thousands) Maturity Date Rates Paid Rates Received
US$215,000 2021.09.15 - 2.68%-2.80%
  • 36 -

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME -

2018

2018
Domestic investments
Listed stocks

Unlisted stocks


Foreign investments
Listed stocks
Unlisted stocks


December 31, 2018





Current
$ 3,648,586


-


3,648,586

152,337

-


152,337

$ 3,800,923
Non-current
$ 8,125,426

1,537,291

9,662,717
-

122,026

122,026
$ 9,784,743
  • a. These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as financial assets at fair value through profit or loss, available-for-sale financial assets and financial assets measured at cost under IAS 39. Refer to Notes 3, 7, 9 and 10 for information relating to their reclassification and comparative information for 2017.

  • b. The board of directors of China Shanshui Cement Group Limited (CSCGL) made an announcement on April 16, 2015 that the percentage of CSCGL’s securities held by the public has fallen below the prescribed 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.

On October 30, 2018, CSCGL’s shareholders resolved to restore the minimum public float requirement of 25% by issuing new shares of 974,825,988 at HK$4.2 per share. Then CSCGL resumed its trading on the Exchange effective on October 31, 2018.

The Group previously had a 22.50%-equity interest in CSCGL, which was reduced to 17.46% after the subscription mentioned above. However, the Corporation’s chief financial officer, Mrs. Wu Ling-Ling, was elected to be the executive director of CSCGL since May 23, 2018. As CSCGL already addressed the audit issues raised by the Exchange and confirmed the potential dilution of shareholding in the Group’s interests in CSCGL, the Group objectively demonstrated that it was able to exercise significant influence over CSCGL although the Group only holds less than 20% of the voting power. Accordingly, the Group’s investment in CSCGL was reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method using the closing price on the Exchange on October 31, 2018. Refer to Note 18.

  • c. Asia Cement Pioneer Investment Ltd. (ACP) acquired the stocks of Cementon Micronesia L.L.C. for US$3,900 thousand in September 2010. As of December 31, 2018, 50% of the investment consideration was not paid and accounted for as accounts payable and accrued expenses - third parties. The consideration will be paid once the counterparty asks for payment.

  • d. Refer to Note 40 for information relating to financial assets at fair value through other comprehensive income pledged as collaterals.

  • 37 -

9. AVAILABLE-FOR-SALE FINANCIAL ASSETS-2017

AVAILABLE-FOR-SALE FINANCIAL ASSETS-2017
Domestic investments
Listed stocks

Foreign investments
Listed stocks
Mutual funds
Listed corporate bonds


December 31, 2017



Current
$ 5,612,002

1,835,201
358,203

-


2,193,404

$ 7,805,406
Non-current
$ 8,401,959

8,451,384

846,875

372,460

9,670,719
$ 18,072,678

As of December 31, 2017, 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 as of December 31, 2017. According to the appraisal, the fair value per share was HK$2.82 as of December 31, 2017. For the year ended December 31, 2017, the net unrealized gain on CSCGL amounted to $2,898,200 thousand. As of December 31, 2017, the accumulated net unrealized loss on CSCGL amounted to $4,447,073 thousand. The Group considered that the decline in fair value is temporary and thus recognized the changes in fair value in other comprehensive income (loss) and other equity.

Refer to Note 40 for information relating to available-for-sale financial assets pledged as collaterals.

10. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT-2017

FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT-2017
December 31,
2017
Domestic unlisted stocks
Far Eastern International Leasing Corp. $ 602,814
Ding Shen Investment Co., Ltd. 396,000
Kaohsiung Rapid Transit Corp. (KRT) 87,448
Yi Tong Fiber Co., Ltd. 41,691
Ding Ding Hotel Corp. (DDH) -
Others 50,690
Overseas unlisted stocks
Cementon Micronesia L.L.C. 121,914
Others 111
$ 1,300,668
Classified according to financial asset measurement categories
Available-for-sale financial assets $ 1,300,668
  • a. Management believed that the fair value of the above unlisted equity investments held by the Group cannot be reliably measured, because the range of reasonable fair value estimates was so significant. Therefore, they were measured at cost less impairment at the end of reporting period.

  • b. On June 30, 2013, the Corporation invested $107,290 thousand in KRT. The investment cost is amortized over the period of the chartered right to operate (to October 2037). As of December 31, 2017, the accumulated amortization amount is $19,842 thousand.

  • 38 -

  • c. As of December 31, 2017, the Group recognized impairment loss on the full amount of its investment in DDH.

11. FINANCIAL ASSETS AT AMORTIZED COST - 2018

Time deposits with original maturities of more than 3 months

Restricted assets


Current

Non-current
December 31,
2018
$ 14,168,377
169,139
$ 14,337,516
$ 14,322,874
$ 14,642

Based on the Group’s assessment, the credit risk of these financial assets is not expected to be high and has not increased since initial recognition.

These debt investments were classified as debt investments with no active market under IAS 39. Refer to Notes 3, and 12 for information relating to their reclassification and comparative information for 2017.

Refer to Note 40 for information relating to financial assets at amortized cost pledged as collaterals.

12. DEBT INVESTMENTS WITH NO ACTIVE MARKET - 2017

December 31,
2017
Time deposits with original maturities of more than 3 months $ 4,302,917
Restricted assets
228,560
$ 4,531,477
Current $ 4,380,928
Non-current
150,549
$ 4,531,477

Refer to Note 40 for information relating to debt investments with no active market pledged as collaterals.

  • 39 -

13. TRADE RECEIVABLES

TRADE RECEIVABLES
Trade receivables
Trade receivables - sales

Finance lease receivable - current (Note 14)
Construction receivable
Operating lease receivable
Less: Allowance for impairment loss - sales
Less: Allowance for impairment loss - construction

December 31


2018
$ 10,322,875
672,230
105,262
12,438
(884,685)

-

$ 10,228,120
2017
$ 9,802,045

624,604

259,572

12,544

(760,036)

(1,078)
$ 9,937,651

Trade Receivables - Sales

In 2018

The average credit period of receivables from sales of goods was 30-90 days. Specific customers with good credit records were given longer credit period occasionally. The average credit period for customers of concrete products was 180-365 days after construction of building was finished.

The Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. The Group has obtained sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

December 31, 2018


Gross carrying amount

Loss allowance (lifetime ECL)


Amortized cost
Less than 90
Days
91 to 180 Days
$ 6,595,347 $ 1,864,201

(109,335)

(73,046)



$ 6,486,012
$ 1,791,155
181 to 365
Days
Over 366 Days
$ 553,258 $ 1,310,069

(119,917)

(582,387)



$ 433,341
$ 727,682
Total
$ 10,322,875

(884,685)
$ 9,438,190

The above aging schedule was based on the invoice date.

  • 40 -

The Group individually and collectively evaluated the reasonableness of allowance for impairment loss. The movements of the loss allowance of trade receivables were as follows:

December 31,
2018
Balance at January 1, 2018 $ 761,114
Add: Impairment losses recognized on receivables 142,553
Add: Amounts recovered from the prior year write-offs 2,318
Less: Amounts written off (6,845)
Foreign exchange gains and losses
(14,455)
Balance at December 31, 2018 $ 884,685
In 2017

The Group applied the same credit policy in 2018 and 2017. In determining the recoverability of trade receivables, the Group considered any changes in credit quality of the trade receivables since the day credit was initially granted to the end of the reporting period.

The Group transacted with vast variety of independent customers; thus, concentration of credit risk was limited.

Past due but not impaired trade receivables are trade receivables that are past due at the end of the reporting period but the Group does not recognize any allowance for impairment loss when there is no significant change in credit quality and the amounts are still considered recoverable. Furthermore, the Group requires collaterals or other credit enhancements to secure the receivables. The Group does not offset trade receivables from a counterparty against accounts payable to the same counterparty when the Group does not have the legal rights to offset.

The aging of trade receivables - sales (less allowance for impairment loss) was as follows:

December 31,
2017
Less than 90 days
$ 6,229,737
91-180 days
1,275,171
181-365 days
665,408
More than 365 days
871,693

$ 9,042,009

The aging of trade receivables - sales that were past due but not impaired was as follows:

The aging of trade receivables - sales that were past due but not impaired was as follows:
December 31,
2017
Less than 90 days

25,751
91-180 days
155,070
181-365 days
870,693
More than 365 days
$ 1,082,803

The above aging schedule was based on the invoice date.

  • 41 -

Movement in the allowance for impairment loss recognized on trade receivables was as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2017
$ 594,104
$ 26,618

Add: Impairment losses recognized (reversed) on
receivables
162,117
(2,715)
Less: Amounts written off as uncollectible
(7,142)
(681)
Effect of exchange rate changes

(10,972)

(215)

Balance at December 31, 2017
$ 738,107
$ 23,007

14. FINANCE LEASE RECEIVABLES
Total
$ 620,722
159,402
(7,823)
(11,187)
$ 761,114
FINANCE LEASE RECEIVABLES
Minimum lease payments
Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

Less: Unearned finance income

Present value of minimum lease payments

Present value of minimum lease payments
Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

Present value of minimum lease payments

Current

Non-current

**December 31 **









2018
$ 1,401,682
5,606,728

7,008,410

14,016,820

4,450,235

$ 9,566,585

$ 672,230
3,242,092

5,652,263

$ 9,566,585

$ 672,230

8,894,355

$ 9,566,585
2017
$ 1,401,682

5,606,728

8,410,092

15,418,502

5,227,313
$ 10,191,189
$ 624,604

3,012,397

6,554,188
$ 10,191,189
$ 624,604

9,566,585
$ 10,191,189

Chiahui Power Corp. (CHP) entered into a 25-year purchase and sale agreement with Taiwan Power Company (TPC). According to the agreement, all electricity generated by CHP is sold to TPC. CHP started its operation on December 15, 2003. The requirements of IFRIC 4 are applicable to the agreement after the transition date to IFRSs. Because the nature of the agreement is considered as conveyance of rights to use asset, the agreement is regarded as finance lease.

Based on the Group’s assessment, the credit risk of these financial assets is not expected to be high and has not increased since initial recognition.

  • 42 -

15. OTHER RECEIVABLES

Asia Cement (China) Holdings Corp. (ACCHC), Far Eastern Polytex (Holding) Limited (FEPHL) and FEDS Development (BVI) Ltd. (FEDSBVI) intend to invest in Yuan Ding Enterprise (Shanghai) Limited (YDES) and acquire 40%, 40% and 20% equity, respectively. Through the investment, ACCHC can join projects on land development and commercial building construction in the World Exposition district in Shanghai.

YDES was initially established with registered capital of RMB500,000 thousand by Far Eastern New Century (China) Corporation (FENCC), a wholly owned subsidiary of FEPHL. When the completion of the construction process of the commercial building reaches 25%, ACCHC will subscribe to new shares issued by YDES and ACCHC’s ultimate ownership is expected to be 40%. ACCHC has signed related investment contract with FEPHL and FEDSBVI.

As of December 31, 2018, ACCHC agreed to grant one-year interest-free credit line loan to FENCC (a subsidiary of FENC) and YDES in the amount of RMB431,900 thousand and RMB230,000 thousand, respectively. The borrower can use the loan during the loan period. As of December 31, 2018, the loan amounts drawn by FENCC and YDES were RMB431,900 thousand and RMB114,699 thousand, respectively. The aforementioned amounts were accounted for as other receivables.

The Group believes that potential benefit from the investment will exceed potential interest income if interest is charged on the loan. The Group did not consider the loan an independent transaction but took it as part of a more beneficial investment strategy. Accordingly, the borrowers were not required to pay any interest unless the development project failed to be implemented. In addition, FENC is FENCC and YDES’s ultimate parent company, so the Group believes that the borrowers have sufficient financial resources to repay the loan and thus did not take any collateral.

On February 18, 2019, YDES’s board of directors resolved to issue new shares, which increased its registered capital to RMB1,250,000 thousand. ACCHC invested RMB500,000 thousand in YDES through its subsidiary Oriental Holdings Co., Ltd. with ultimate ownership of 40%.

16. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials
Supplies

December 31


2018
$ 3,095,204

1,176,038
3,519,927
2,013,107

$ 9,804,276
2017
$ 1,065,637
1,084,346
2,369,761

2,053,238
$ 6,572,982

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2018 and 2017 was $54,480,379 thousand and $47,838,702 thousand, respectively. The cost of goods sold included inventory write-downs of $315,353 thousand and reversals of inventory write-downs of $4,401 thousand. Previous write-downs were reversed as a result of increased selling prices in specific markets.

  • 43 -

17. SUBSIDIARIES

  • a. Subsidiaries included in the consolidated financial statements
Investor
Subsidiary
The Corporation
Der Ching Investment Corp. (DCI)
Ya Tung Ready-Mixed Concrete Corp. (YTRMC)
Nan Hwa Cement Corp. (NHC)
Chiahui Power Corp. (CHP)
Asia Cement (Singapore) Pte. Ltd. (ACSPL)
Asia Cement (China) Holdings Corp. (ACCHC)
Ya Li Precast and Prestressed Concrete Industries Corp.
(YLPPC)
Asia Investment Corp. (AIC)
Fu Ming Transport Corp. (FMT)
Asia Engineering Enterprise Corp. (AEE)
Sunrise Industrial Holdings Ltd. (SIHL)
Yuan Long Stainless Steel Corp. (YLSS)
Yali Transportation Corp. (YLT)
DCI
Kowloon Cement Corp. Ltd. (KCC)
Fu Shan Mineral Stone Co., Ltd. (FSMS)
AC Mega Investment Ltd. (ACM)
AC Mega II Investment Ltd. (ACM II)
AC Mega III Investment Ltd. (ACM III)
AC Mega IV Investment Ltd. (ACM IV)
AC Leap Investment Ltd. (ACL)
YTRMC
Ya Sing Ready-Mixed Concrete Corp. (YSRMC)
Ya Tung Vietnam Co., Ltd. (YTV)
PT Yatung Concrete International (PYCI)
Asia Oriental (Guam) L.L.C. (AOG)
AOG
Perez - AOG L.L.C. (PEREZ)
FMT
Fu Da Transportation Corp. (FDT)
AEE
ACCHC
AIC
CHP
DCI
NHC
FMT
FSMS
FDT
YSRMC
AEE
YTRMC
Asia Cement Explorer Investment Ltd. (ACE)
Asia Cement Pioneer Investment Ltd. (ACP)
Asia Cement Pioneer II Investment Ltd. (ACP II)
Asia Cement Pioneer III Investment Ltd. (ACP III)
Asia Cement Pioneer IV Investment Ltd. (ACP IV)
YLPPC
PYCI
Ya Li Precast Concrete India Pvt. Ltd. (YLPCIP)
AOG
ACSPL
Oriental Concrete Pte. Ltd. (OCPL)
ACCHC
ACCHC
Perfect Industrial Holdings Pte. Ltd. (PIHPL)
PIHPL
Asia Continent Investment Holdings Pte. Ltd. (ACIHPL)
Oriental Industrial Holdings Pte. Ltd. (OIHPL)
ACIHPL
Jiangxi Yadong Cement Co., Ltd. (JYDC)
Proportion of Ownership
and Voting Rights
December 31
2018
2017
Remark
99.99
99.99
99.99
99.99
99.94
99.94
59.59
59.59
c
99.96
99.96
67.73
67.73
c
83.81
83.81
100.00
100.00
99.82
99.82
98.23
98.23
100.00
100.00
100.00
100.00
51.00
51.00
49.00
49.00
99.56
99.56
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
69.93
69.93
100.00
100.00
99.00
-
Note 1
77.69
77.69
64.50
64.50
99.87
99.87
0.20
0.20
0.01
0.01
-
-
0.02
0.02
0.02
0.02
0.39
0.39
0.03
0.03
0.05
0.05
0.07
0.07
-
-
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
1.00
-
Note 1
99.99
99.99
22.31
22.31
100.00
100.00
4.07
4.07
100.00
100.00
100.00
100.00
99.99
99.99
85.00
85.00
(Continued)
  • 44 -
Investor
Subsidiary
OIHPL
Wuhan Yadong Cement Co., Ltd. (WYDC)
Oriental Holdings Co., Ltd. (OHC)
Shanghai Yafu Cement Products Co., Ltd. (SHYFCP)
Shanghai Yali Cement Products Co., Ltd. (SHYLCP)
Hubei Yadong Cement Co., Ltd. (HYDCCL)
Sichuan Yali Concrete Produce Co., Ltd. (SYCPCL)
Sichuan Yali Transport Co., Ltd. (SYTCL)
Yangzhou Yadong Cement Co., Ltd. (YYDCCL)
Sichuan Yadong Cement Co., Ltd. (SIYDCCL)
Chengdu Yali Cement Products Co., Ltd. (CYCPCL)
Huanggang Yadong Cement Co., Ltd. (HGYDC)
JYDC
Jiangxi Yali Transport Co., Ltd. (JYLTC)
Nanchang Yadong Cement Co., Ltd. (NYDC)
Nanchang Yali Concrete Produce Ltd. (NYLC)
OHC
JYDC
WYDC
SHYFCP
NYDC
JYLTC
SHYLCP
SYTCL
SIYDCCL
HGYDC
YYDCCL
CYCPCL
HYDCCL
SYCPCL
Tai Zhou Oriental Construction Co., Ltd. (TZOCCL)
WYDC
Wuhan Yali Cement Products Co., Ltd. (WYCPCL)
SIYDCCL
Sichuan Lanfeng Cement Co., Ltd. (SLCL)
SLCL
Sichuan Lanfeng Construction Co., Ltd. (SLCCL)
HYDCCL
Hubei Yali Transport Co., Ltd. (HYTCL)
Wuhan Yaxin Cement Co., Ltd. (WYXC)
KCC
Kowloon Concrete Corporation Limited (KCCL)
Join Fortune Trading Ltd. (JFTL)
SHYLCP
SHYFCP
Proportion of Ownership
and Voting Rights
December 31
2018
2017
Remark
90.00
90.00
100.00
100.00
-
50.00
Note 2
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
90.00
51.22
51.22
90.00
90.00
51.99
51.99
50.00
50.00
100.00
100.00
10.00
10.00
10.00
10.00
-
15.00
Note 2
25.00
25.00
48.00
48.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
48.78
48.78
10.00
10.00
10.00
10.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
90.00
90.00
100.00
100.00
100.00
100.00
-
35.00
Note 2
(Concluded)

Remarks:

  • Note 1: On October 30, 2018, YTRMC and YLPPC entered into an agreement to jointly establish PT Yatung Concrete International (PYCI) and held 99% and 1% interests in PYCI, respectively. As of December 31, 2018, total investments accumulated amounted to US$2,000 thousand. PYCI manufactures and sells ready-mixed concrete.

  • Note 2: On July 26, 2018, the Group entered into a sale agreement to dispose of SHYFCP. The proceeds from disposal and net gain on disposal of subsidiary amounted to RMB29,421 thousand and RMB9,051 thousand, respectively.

  • b. Subsidiaries excluded from the consolidated financial statements: None.

  • 45 -

  • c. Details of subsidiaries that have material non-controlling interests

Name of Subsidiary
CHP

ACCHC

Name of Subsidiary
ACCHC

CHP
Others

Principal Place of Business
Refer to Table 7
Refer to Tables 7 and 8
Profit (Loss) Allocated to
Non-controlling Interests
For the Year Ended
December 31
2018
2017
$ 3,443,947 $ 912,428
352,011
316,163

(23,855)

(32,057)

$ 3,772,103
$ 1,196,534
Principal Place of Business
Refer to Table 7
Refer to Tables 7 and 8
Profit (Loss) Allocated to
Non-controlling Interests
For the Year Ended
December 31
2018
2017
$ 3,443,947 $ 912,428
352,011
316,163

(23,855)

(32,057)

$ 3,772,103
$ 1,196,534
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
December 31
2018
2017
40.40%
40.40%
28.00%
28.00%
Accumulated Non-controlling
Interests
December 31


2018
$ 3,443,947
352,011

(23,855)

$ 3,772,103



2018
$ 16,698,351

3,728,503

729,266

$ 21,156,120
2017
$ 13,971,545

3,661,759

727,495
$ 18,360,799

Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.

CHP:

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of the Corporation

Non-controlling interests of CHP

December 31 December 31





2018
$ 1,981,089
11,948,216
3,843,336

857,002

$ 9,228,967

$ 5,500,464

3,728,503

$ 9,228,967
2017
$ 1,798,849

9,567,649

1,434,251

868,486
$ 9,063,761
$ 5,402,002

3,661,759
$ 9,063,761
  • 46 -


Revenue

Profit for the year

Other comprehensive loss for the year

Total comprehensive income for the year

Profit attributable to:
Owners of the Corporation

Non-controlling interests of CHP


Total comprehensive income attributable to:
Owners of the Corporation

Non-controlling interests of CHP



Dividends paid to non-controlling interest
CHP

ACCHC and ACCHC’s subsidiaries:
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries



Revenue

Profit for the year

Other comprehensive loss for the year

Total comprehensive income for the year
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **












2018
2017

$ 6,682,384
$ 6,114,715
$ 871,315
$ 782,583
(1,109)

(1,272)
$ 870,206
$ 781,311
$ 519,304
$ 466,420
352,011

316,163
$ 871,315
$ 782,583
$ 518,643 $ 465,661
351,563

315,650
$ 870,206
$ 781,311

$ 284,860
$ 398,748
**December 31 **
2018
2017
$ 46,700,020 $ 23,914,694
45,832,407
50,649,919
18,119,166
19,256,818

18,865,216

8,938,222
$ 55,548,045
$ 46,369,573
$ 38,849,694 $ 32,398,028
15,108,214
12,599,233

1,590,137

1,372,312
$ 55,548,045
$ 46,369,573
For the Year Ended December 31



2018
$ 51,612,506

$ 11,364,401

(898,139)

$ 10,466,262
2017
$ 35,446,672
$ 2,865,022

(874,271)
$ 1,990,751
(Continued)
  • 47 -

Profit attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries


Total comprehensive income attributable to:
Owners of the Corporation

Non-controlling interests of ACCHC
Non-controlling interests of ACCHC’s subsidiaries


Dividends paid to non-controlling interest
ACCHC

ACCHC’s subsidiaries
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **







2018
$ 7,920,453
3,080,177

363,771

$ 11,364,401

$ 7,273,794
2,828,698

363,770

$ 10,466,262

$ 319,715

$ 116,017
2017
$ 1,952,594

759,342

153,086
$ 2,865,022
$ 1,348,748

514,547

127,456
$ 1,990,751
$ 57,800
$ 63,476
(Concluded)

18. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

Investments in joint ventures


a. Investments in associates
Material associates
Listed stocks
FENC

U-Ming Marine Transport Corp. (U-Ming)
CSCGL


Associates that are not individually material
Unlisted stocks
Yuan Ding Co., Ltd. (YDC)
Far Eastern Construction Co., Ltd. (FEC)
Yue Yuan Investment Corp. (YYI)
Oriental Securities Corp. (OSC)
Yue Ding Enterprise Corp. (YDEC)
FEDS Development Ltd. (FEDSDL)
Yuan Ding Leasing Corp. (YDLC)
Catalyst_207 SPC-Tranche One (Catalyst Tranche One)
December 31 December 31


2018
2017
$ 78,499,814 $ 64,507,691

346,462

351,687
$ 78,846,276
$ 64,859,378
December 31


2018
$ 43,204,676
10,394,553

10,217,370


63,816,599

4,602,067
4,200,160
1,939,588
1,877,359
648,674
617,872
368,032
122,662
2017
$ 41,432,386

8,826,968

-

50,259,354

4,556,408

4,066,901

1,656,355

1,866,239

581,271

633,447

368,059

-
(Continued)
  • 48 -
Everstrong Iron & Steel Foundry Ltd. (EISF)

Hubei Zhongjian Yadong Concrete Co., Ltd. (HZYCCL)
Shih Hsin Storage & Transportation Co., Ltd. (SHSTC)
Pao-Good Industry Co., Ltd. (PGIC)
Opas Fund Segregated Portfolio Company (OFSPC)
Catalyst_207 SPC (Catalyst)
Perez-Mtec-ACC, L.L.C. (PMA)


**December 31 ** **December 31 **



2018
$ 99,473
74,013
70,937
60,232
1,610
493

43


14,683,215

$ 78,499,814
2017
$ 95,947

73,999

280,430

67,215

1,535

490

41

14,248,337
$ 64,507,691
(Concluded)

At the end of the reporting period, the percentages of owners’ voting rights in associates held by the Group were as follows:

Name of Associate
FENC
U-Ming
CSCGL
YDC
FEC
YYI
OSC
YDEC
FEDSDL
YDLC
Catalyst Tranche One
EISF
HZYCCL
SHSTC
PGIC
OFSPC
Catalyst
PMA
December 31
2018
2017
25.74%
25.74%
41.41%
41.41%
17.46%
-
49.99%
49.99%
33.76%
33.76%
29.92%
29.92%
18.93%
18.93%
30.84%
30.84%
25.00%
25.00%
43.60%
43.60%
25.00%
-
48.73%
48.73%
40.00%
40.00%
28.91%
28.91%
31.00%
31.00%
33.00%
33.00%
33.00%
33.00%
33.33%
33.33%

AIC, the Corporation’s subsidiary, acquired 655 thousand shares of EISF for $15,530 thousand in March 2017. After the transaction, the Group’s percentage of ownership in EISF increased from 40.46% to 48.73%.

ACE, the Corporation’s subsidiary, subscribed for 33 shares of Catalyst and paid US$17 thousand in December 2017. After the subscription, ACE owned 33% of the shares of Catalyst.

DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Catalyst Tranche One and paid US$4,000 thousand in December 2018. After the subscription, DCI owned 25% of the shares of Catalyst Tranche One.

As of December 31, 2018 and 2017, the information of associates was as follows:

  • 1) Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:

  • 49 -

Name of Associate
FENC

U-Ming

CSCGL
December 31 December 31


2018
$ 38,437,706

$ 11,284,752

$ 6,241,835
2017
$ 36,922,241
$ 12,771,890
$ -

2) The summarized financial information in respect of the Group’s material associates is set out below:

FENC:

Current assets

Non-current assets

Current liabilities
Non-current liabilities

Equity

Proportion of the Group’s ownership
Equity attributable to the Group
Cross shareholdings

Carrying amount


Operating revenue

Net profit for the year

Other comprehensive income (loss)

Total comprehensive income for the year

Dividends received from FENC

U-Ming:
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Unrealized gain or loss with associates
Other adjustments

Carrying amount
December 31 December 31
2018
2017
$ 31,423,092 $ 23,622,633
285,607,062 262,497,651
23,339,671
15,560,934

90,155,346

76,198,963
203,535,137 194,360,387
25.74%
25.74%
52,389,944
50,028,364

(9,185,268)

(8,595,978)
$ 43,204,676
$ 41,432,386
For the Year Ended December 31




2018
2017
$ 54,063,801
$ 45,216,423
$ 12,028,294 $ 8,066,136

855,093

(257,424)
$ 12,883,387
$ 7,808,712
$ 1,653,235
$ 1,102,167
December 31



2018
$ 1,985,037
50,008,362
17,453,879

8,913,985

25,625,535
41.41%
10,611,534
(87,523)

(129,458)

$ 10,394,553
2017
$ 1,833,612

48,545,075

20,772,900

7,765,577

21,840,210

41.41%

9,044,031

(87,523)

(129,540)
$ 8,826,968
  • 50 -

Operating revenue

Net profit for the year

Other comprehensive income (loss)

Total comprehensive income (loss) for the year

Dividends received from U-Ming

CSCGL:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Non-controlling interests
Equity attributable to CSCGL
Proportion of the Group’s ownership
Equity attributable to the Group
Goodwill
Carrying amount
Operating revenue
Net profit for the year
Other comprehensive loss
Total comprehensive income for the year
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2018
$ 1,080,444

$ 1,668,840

2,007,257

$ 3,676,097

$ 419,898










2017
$ 878,369
$ 999,520
(3,085,478)
$ (2,085,958)
$ 262,399
December 31,
2018
$ 26,174,052
90,319,977
59,104,108
14,557,750

286,348
42,545,823
17.46%
7,427,489

2,789,881
$ 10,217,370
For the Year
Ended
December 31,
2018
$ 80,162,793
$ 9,856,967

(1,082,166)
$ 8,774,801

The Group’s investments in CSCGL, which previously being recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Group reported provisional amounts of NT$2,789,881 for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Group’s investment in CSCGL. The Group will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained about facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date.

  • 51 -

  • 3) Aggregate information of associates that are not individually material


The Group’s share of:
Profit for the year

Other comprehensive income

Total comprehensive income for the year
For the Year Ended For the Year Ended December 31


2018
$ 520,731

220,999

$ 741,730
2017
$ 313,494

575,431
$ 888,925

4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 40.

  • b. Investments in joint ventures that are not individually material
Unlisted companies
Wuhan Asia Marine Transport Co., Ltd. (WAMTC)

Alliance Concrete Singapore Pte. Ltd. (Alliance)
Hubei Xinlongyuan Mining Co., Ltd. (HXMC)
Empire Success Corp. Ltd. (ESC)
Profit Enterprises Int'l Ltd. (PEI)

**December 31 ** **December 31 **


2018
$ 195,115

107,842
24,020
17,371
2,114

$ 346,462
2017
$ 182,397
122,146
16,628
25,524

4,992
$ 351,687

At the end of the reporting period, the percentages of owners’ voting rights in joint ventures held by the Group were as follows:

Name of Joint Ventures
WAMTC
Alliance
HXMC
ESC
PEI
December 31
2018
2017
50.00%
50.00%
50.00%
50.00%
40.00%
40.00%
50.00%
50.00%
50.00%
50.00%

Aggregate information of joint ventures that are not individually material:

The Group’s share of:
Income (loss) for the year
Other comprehensive income
Total comprehensive income (loss) for the year
**December ** 31
2018
$ 19,089

-
$ 19,089
2017
$ (40,174)

-
$ (40,174)

All the associates and joint ventures are accounted for using equity method.

For the years ended December 31, 2018 and 2017, impairment loss on individually not material joint ventures amounted to $200,245 thousand and $122,619 thousand, respectively, recognized in profit or loss.

  • 52 -

Refer to Table 7 “Information on Investees” and Table 8 “Information on Investments in Mainland China” for the nature of activities, principal place of business and country of incorporation of the associates and joint ventures.

19. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance at January 1, 2017

Additions
Disposals
Transferred to supplies
Transferred from completed
construction
Transferred to intangible assets
Transferred to investment properties
Effect of foreign currency exchange
differences

Balance at December 31, 2017

Accumulated depreciation and
impairment


Balance at January 1, 2017

Depreciation expense

Disposals

Effect of foreign currency exchange
differences

Balance at December 31, 2017


Carrying amounts at December 31,
2017


Cost

Balance at January 1, 2018

Additions
Disposals
Disposal of subsidiary
Transferred to supplies
Transferred to intangible assets
Transferred to other assets
Transferred from investment
properties to PPE
Transferred from completed
construction
Reclassifications
Others
Effect of foreign currency exchange
differences

Balance at December 31, 2018


Accumulated depreciation and
impairment


Balance at January 1, 2018

Depreciation expense

Disposals

Disposal of subsidiary

Impairment loss recognized

Transferred to intangible assets
Transferred to other assets
Reclassifications

Effect of foreign currency exchange
differences

Balance at December 31, 2018


Carrying amounts at December 31,
2018
Land
$ 6,591,954

-
-
-
-
-

-

-


6,591,954

12,595
-
-

-


12,595

$ 6,579,359

$ 6,591,954

63
-
-
-
-
-
-
-
-
-

-


6,592,017

12,595
-
-
-
-
-
-
-

-


12,595

$ 6,579,422
Buildings
$ 25,324,730

6,994
(152,295 )
-
175,008
-
-

(414,140)


24,940,297

8,705,281
658,925
(28,810 )

(88,020)


9,247,376

$ 15,692,921

$ 24,940,297

11,061
(137,449 )
(17,215 )
-
-
-
22,270
153,845
-
-

(325,581)


24,647,228

9,247,376
640,439
(97,604 )
(14,074 )
18,365
-
-
-

(84,260)


9,710,242

$ 14,936,986
Equipment
O
$ 77,112,502

161,795

(248,767 )
-
219,431
-
-

(1,170,634)


76,074,327

44,576,754
3,348,961

(179,356 )

(522,618)


47,223,741

$ 28,850,586

$ 76,074,327

324,480

(360,313 )

(45,449 )
-
-
-
-
131,726
57,159
-

(929,674)


75,252,256

47,223,741
3,308,785

(317,576 )

(40,833 )
32,341
-
-
(15,680 )

(520,409)


49,670,369

$ 25,581,887
ther Equipment
Property Under
Construction
$ 12,756,441
$ 334,362
507,102
364,855

(532,275 )
-
(460 )
-
79,061
(473,500 )
-
(555 )
-
(32,662 )

(93,115)

(1,060)


12,716,754

191,440

9,992,873

-
832,054
-

(470,418 )
-

(62,287)

-


10,292,222

-

$ 2,424,532
$ 191,440

$ 12,716,754
$ 191,440
493,934
3,499,440

(956,539 )
-

(617 )
-
(37,670 )
-
(577 )
(1,333 )
(15,622 )
-
-
-
138,943
(424,514 )
(57,159 )
-
-
(156 )

(47,871)

(4,086)


12,233,576

3,260,791

10,292,222

-
700,337
-

(915,271 )
-

(555 )
-
1,182
-
(577 )
-
(15,622 )
-

15,680
-

(34,075)

-


10,043,321

-

$ 2,190,255
$ 3,260,791
Total
$ 122,119,989
1,040,746
(933,337 )
(460 )

-

(555 )

(32,662 )

(1,678,949)

120,514,772
63,287,503
4,839,940
(678,584 )

(672,925)

66,775,934
$ 53,738,838
$ 120,514,772
4,328,978
(1,454,301 )
(63,281 )
(37,670 )

(1,910 )
(15,622 )
22,270

-
-

(156 )

(1,307,212)

121,985,868
66,775,934
4,649,561
(1,330,451 )
(55,462 )
51,888
(577 )
(15,622 )
-

(638,744)

69,436,527
$ 52,549,341
  • 53 -

The above items of property, plant and equipment are depreciated on a fixed-percentage-on-decliningbalance basis or on a straight-line basis over the estimated useful life of the asset taken apart into major component elements:

Building Main buildings 15-60 years Other facilities 2-15 years Equipment 2-20 years Other equipment 2-20 years

As of December 31, 2018 and 2017, the titles of land with carrying value of $88,655 thousand were temporarily registered in the name of trustees who had either signed an agreement or had pledged the land to the Corporation or to the subsidiaries.

Refer to Note 40 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.

20. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Leased investment property
Undeveloped investment property
Balance at January 1, 2017

Additions
Transferred from property, plant and equipment
Accounts receivable write-offs
Changes in fair value of investment properties
Effect of foreign currency exchange difference

Balance at December 31, 2017

Balance at January 1, 2018

Additions
Accounts receivable write-offs
Transferred to property, plant and equipment
Changes in fair value of investment properties
Effect of foreign currency exchange difference

Balance at December 31, 2018



Leased
Investment
Property
$ 29,855,285
48,967

32,662
-
(582,930)

(1,581)

$ 29,352,403

$ 29,352,403
1,269
-
-
128,575

(1,171)

$ 29,481,076
December 31
















2018
$ 29,481,076

6,484,127

$ 35,965,203

Undeveloped
Investment
Property
$ 5,426,460

-

-

165,605

799,510

1,433

$ 6,393,008

$ 6,393,008

-

149,528

(22,270)

(30,560)

(5,579)

$ 6,484,127
2017
$ 29,352,403

6,393,008
$ 35,745,411
Total
$ 35,281,745

48,967

32,662

165,605

216,580

(148)
$ 35,745,411
$ 35,745,411

1,269

149,528

(22,270)

98,015

(6,750)
$ 35,965,203
  • 54 -

The investment properties for lease were as follows:

  • a. On January 1, 1998, the Corporation granted FEDSDL the right to construct a shopping center on a parcel of land it owned with an area of 6,976 square meters located in Lin-Ya, Kaohsiung. As consideration for the right to construct and the continued use of the land for fifty years, FEDSDL shall pay the following: (a) land use rights in the amount of $1,073,000 thousand and (b) annual rental at 5% of the reference price of such land announced by the local government. The proceeds of the land use rights were recorded as long-term deferred revenue and recognized as rental revenue on a periodic basis.

  • b. The Corporation and Far Eastern Resources Development Co. (FERD) equally owned a parcel of land located at Tun Hwa South Road, Taipei City. Under an agreement entered into with YDC, the Corporation and FERD had agreed on the following: (a) construction of a twin tower building (Taipei Metro) by YDC on the said land, (b) continued use of the land without additional compensation for 30 years starting from the date of the completion of the building, (c) transfer to each of the Corporation and FERD 12% of the usable area of the building, and (d) transfer to FERD and the Corporation the remaining usable area of the building after the end of 30 years in exchange for the carrying amount of the property. In view of the foregoing agreement, the Corporation recorded the 12% of the building construction cost or $1,402,753 thousand as building acquired and as long-term deferred revenue, and recognized as revenue on a periodic basis.

  • c. SYDCCL signed a contract with Mie Business Services Co., Ltd. (Mie Business). The contract fully authorized Mie Business to manage and operate SYDCCL’s store located in area A of Guosetianxiang Second-Stage in Wenjiang District of Chengdu City, with an area of 932.49 square meters. The contract started from May 1, 2017 and will end on March 31, 2022.

  • d. The Corporation also has lease contract for Asia-Cement Building and Pao-Ching Building, as well as land and building located in Chiayi City and Wuhan. These investment properties are leased out for 1 to 10 years with monthly lease payments.

The Group’s undeveloped investment properties included a parcel of land located in Lin-Ya, Kaohsiung, as well as stores, apartments, and office buildings acquired by SIYDCCL as collaterals for overdue balances from customers.

The fair values of investment properties were valued by independent qualified professional appraisers. According to local requirements, entities are required to have independent appraisal for the investment properties with individual carrying amount of $300 million or higher. The fair values of investment properties as of December 31, 2018 and 2017 were determined by qualified professional appraisers, Mr. Tsai, real estate appraiser from DTZ real estate appraisers firm, and Mr. Chang, from Savills (Taiwan) Limited, on March 4, 2019 and February 21, 2018, respectively.

  • 55 -

The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements in the fair value were as follows:

Balance at January 1, 2017

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Recognized in other comprehensive income
Exchange differences on translating foreign
operations
Purchases
Transfers into Level 3

Balance at December 31, 2017

Balance at January 1, 2018

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Recognized in other comprehensive income
Exchange differences on translating foreign
operations
Purchases
Transfers into Level 3
Transfers out of Level 3

Balance at December 31, 2018
Completed
Investment
Property
Investment
Property under
Construction
$ 29,855,285 $ 5,426,460
(582,930)
799,510
(1,581)
1,433
48,967
-

32,662

165,605

$ 29,352,403
$ 6,393,008

$ 29,352,403 $ 6,393,008
128,575
(30,560)
(1,171)
(5,579)
1,269
-
-
149,528

-

(22,270)

$ 29,481,076
$ 6,484,127
Total
$ 35,281,745

216,580

(148)

48,967

198,267
$ 35,745,411
$ 35,745,411

98,015

(6,750)

1,269

149,528

(22,270)
$ 35,965,203

The fair value measurement of undeveloped land located in Lin-Ya, Kaohsiung, was measured by land development analysis. The increase in estimated total selling price, the increase in rate of return, or the decrease in overall capital interest rate would result in an increase in the fair value. The significant assumptions used were as follows:

Estimated total selling price

Rate of return
Overall capital interest rate
December 31
2018
2017
$ 18,991,547
$ 19,052,686
22%
22%
6.08%
6.81%

The total selling price is estimated on the basis of the most effective use of the land or property available for sale after development is completed, taking into account the related regulations, domestic macroeconomic prospects, local land use, and market rates.

  • 56 -

The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows or the decrease in discount rates would result in increase in the fair value.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
**December 31 ** **December 31 **


2018
$ 35,860,267

1,499,390

$ 34,360,877

2.07%-6.25%
2017
$ 35,595,066

1,517,009
$ 34,078,057
2.09%-5.25%

The market rentals in the area where the investment property is located were between $1 thousand and $5 thousand per ping (i.e. per 3.3 square meters).

The rental income generated for the years ended December 31, 2018 and 2017 was $342,591 thousand and $341,890 thousand, respectively.

The expected future cash inflows to be generated by investment properties include rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Group’s current rental contract, regional and market quotation, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the interest rate for one-year central bank-announced demand deposit interest rate; the disposal value was determined using the direct capitalization method under the income approach. The expected future cash outflows to be incurred by investment properties include expenditure such as land value taxes, house taxes, insurance premium, maintenance costs and others. This expenditure was extrapolated on the basis of the current level of expenditure, taking into account the future adjustment to the government-announced land value, and the tax rate promulgated under the House Tax Act.

The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, or estimated income capitalization rate, whichever is higher, as well as any asset-specific risk premiums. As of December 31, 2018 and 2017, the risk premiums were 0.225%-4.50% and 0.25%-3.00%, respectively.

Refer to Note 40 for the carrying amount of investment properties pledged by the Group as collaterals for borrowings.

21. INTANGIBLE ASSETS - GOODWILL

INTANGIBLE ASSETS - GOODWILL

Cost
Balance at January 1

Impairment losses recognized
Effect of foreign currency exchange differences

Balance at December 31
**For the Year Ended December 31 **


2018
$ 3,171,735

(630,631)
(43,956)

$ 2,497,148
2017
$ 3,237,530

-

(65,795)
$ 3,171,735
  • 57 -

The goodwill comprised of the following:

  • a. In July 2010, HYDCCL acquired 70% ownership of WYXC. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was RMB138,759 thousand. The recoverable amount of the cash generating unit were lower than the related carrying amount, and impairment loss of RMB138,759 thousand were recognized for the year ended December 31, 2018.

  • b. In April 2014, SYDCCL acquired 100% ownership of SLCL. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was RMB554,241 thousand.

  • c. On December 31, 2014, the Corporation acquired control power over YLT. The investment cost in excess of the fair value of net identifiable assets of the investee was the amount of goodwill, which was $20,780 thousand.

As of December 31, 2018, the Group assessed that there was no indication of impairment on the cash-generating units including the goodwill listed above.

22. INTANGIBLE ASSETS - OTHERS

Quarry Right
Cost
Balance at January 1, 2017
$ 1,898,093
Additions
3,787
Disposals
-
Transferred from completed
construction
-
Effect of foreign currency exchange
differences

(166,984)

Balance at December 31, 2017

1,734,896

Accumulated amortization and
impairment
Balance at January 1, 2017
$ 630,156
Amortization expense
223,080
Disposals
-
Effect of foreign currency exchange
differences

(141,599)

Balance at December 31, 2017

711,637

Carrying amounts at December 31,
2017
$ 1,023,259
Computer
Software


$ 240,282

9,821

(2,575)

555

(1,380)


246,703

$ 208,591

11,208

(1,545)

(1,035)


217,219

$ 29,484
Others
$ 421,727

-

-

-

(1,951)


419,776

$ 92,243

1,327

-

(1,877)


91,693

$ 328,083
Total
$ 2,560,102

13,608

(2,575)

555

(170,315)

2,401,375
$ 930,990

235,615

(1,545)

(144,511)

1,020,549
$ 1,380,826
(Continued)
  • 58 -
Quarry Right
Cost
Balance at January 1, 2018
$ 1,734,896
Additions
-
Disposals
-
Transferred from completed
construction
-
Effect of foreign currency exchange
differences

(28,227)

Balance at December 31, 2018

1,706,669

Accumulated amortization and
impairment
Balance at January 1, 2018
711,637
Amortization expense
171,621
Disposals
-
Effect of foreign currency exchange
differences

(15,232)

Balance at December 31, 2018

868,026

Carrying amounts at December 31,
2018
$ 838,643
Computer
Software


$ 246,703

13,037

(379)

1,333

(1,346)


259,348


217,219

11,292

(379)

(1,036)


227,096

$ 32,252
Others
$ 419,776

-

-

-

(1,619)


418,157


91,693

1,336

-

(1,612)


91,417

$ 326,740
Total
$ 2,401,375

13,037

(379)

1,333

(31,192)

2,384,174

1,020,549

184,249

(379)

(17,880)

1,186,539
$ 1,197,635

The above items of other intangible assets with finite useful lives are amortized on a straight-line basis. Quarry rights are amortized over 40 to 47 years and the computer software and others are amortized over 2 to 6 years. The other items with indefinite useful lives will not be amortized until their useful lives are determined to be finite. Instead, they will be tested for impairment annually and whenever there is an indication that they may be impaired.

23. PREPAYMENTS FOR LEASE OBLIGATIONS

PREPAYMENTS FOR LEASE OBLIGATIONS
Current assets (included in prepayments line item)

Non-current assets

December 31


2018
$ 142,246

3,779,353

$ 3,921,599
2017
$ 135,289

3,814,315
$ 3,949,604

The above prepayments for lease obligations include land use rights in mainland China, Hong Kong, Singapore and Vietnam. The amortization expenses are $85,382 thousand and $102,036 thousand for the years ended December 31, 2018 and 2017, respectively.

  • 59 -

24. OTHER NON-CURRENT ASSETS

OTHER NON-CURRENT ASSETS
Prepaid investments

Net defined benefit assets
Refundable deposits
Others


Refundable deposits
Current (accounted for as other current assets)

Non-current
December 31




2018
$ 2,042,722

1,898,029
914,114
9,693

$ 4,864,558

$ 82,493

$ 914,114
2017
$ 1,959,002
1,525,609
891,114

60,753
$ 4,436,478
$ 95,815
$ 891,114

The prepaid investments comprised of the following:

  • a. On March 23, 2017, the Corporation acquired 155 thousand issued shares of China Shanshui Investment Company Limited (CSI) in the amount of HK$577,662 thousand from six shareholders of CSI under a share purchase agreement. The Corporation has already obtained the physical share certificates of the acquired CSI shares. Pursuant to the Articles of Association of CSI, the share ownership can only be recorded on the register of shareholders if the board of directors of CSI approves the shares transfer. As of December 31, 2018, the Corporation submitted all necessary documents to CSI for registration of the shares transfer.

CSCGL and its subsidiaries obtained from the High Court of Hong Kong an injunction order by way of an ex-parte application on April 11, 2017. Pursuant to the injunction order, Mi Jingtian, Zhao Liping, Li Maohuan and Yu Yuchuan are prohibited from removing any of their assets in Hong Kong, each of their assets’ value is up to RMB142 million (or its Hong Kong dollar equivalent), in particular, their shares in CSI and/or any proceeds from sales of any such CSI shares.

The Corporation is neither a plaintiff nor a defendant in the aforesaid proceedings. But, for the purpose of securing and exercising the rights and interests of the acquired shares of CSI, the Corporation provided a bank guarantee of RMB142 million to the High Court of Hong Kong according to the High Court’s ruling on April 21, 2017. On the same day, the High Court of Hong Kong lifted the injunction order on the shares of CSI acquired by the Corporation.

Chan Hongqing claimed that the CSI shares which the Corporation acquired from the abovementioned four persons were pledged as collaterals under an agreement signed on August 17, 2015 and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing.

  • b. Chu Feng Power Corporation, Preparatory Office (Chu Feng), founded in October 2016, was created by DCI, the Corporation’s subsidiary, for the development of offshore wind power in Taiwan. As of December 31, 2018 and 2017, the accumulated prepaid investments were $131,544 thousand and $47,823 thousand, respectively. In March 2018, Chu Feng submitted an application to the Bureau of Energy, Ministry of Economic Affairs, ROC, for the offshore wind power project’s selection. However, Chu Feng did not pass the selection according to the announcement on April 30, 2018. In June 2018, Chu Feng joined the second stage auction and its bid failed again. As of the balance sheet date, the Group recognized the amounts paid within the preparatory period as other receivables or prepaid investments. The Group also recognized full amounts of provisions based on the preparatory loss of Chu Feng. Refer to Note 30.

  • 60 -

25. SHORT-TERM BORROWINGS

SHORT-TERM BORROWINGS
Unsecured

Secured


Interest rate (%)
Final repayment date:
Unsecured
Secured
December 31


2018
$ 23,099,239

1,706,000

$ 24,805,239

1.04-5.30
2019.10.31
2019.3.26
2017
$ 16,820,863

1,590,000
$ 18,410,863
1.03-5.55
2018.12.24
2018.2.22

26. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discount on bills payable


Interest rate (%)
December 31


2018
$ 18,569,425

4,956

$ 18,564,469

0.36%-1.26%
2017
$ 16,130,300

5,382
$ 16,124,918
0.45%-1.09%

Short-term bills payable were issued under guarantee obtained from financial institutions.

27. OTHER PAYABLE

OTHER PAYABLE
Payable on investment
December 31
2018
$ 334,305
2017
$ 330,729

Payable on investment is the unpaid consideration for SIYDCCL’s acquisition of SLCL, which amounted to RMB72,738 thousand.

  • 61 -

28. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Bank loans

Long-term commercial paper
Less: Unamortized discount


Bonds
Domestic bonds
1stunsecured bonds issued in 2014
1stunsecured bonds issued in 2016


Overseas bonds
2ndEuro convertible bonds issued in 2013 - US$220,000
thousand
3rdEuro convertible bonds issued in 2018 - US$215,000
thousand


Less: Current portion

December 31








2018
$ 31,886,897
5,000,000

7,989


36,878,908

4,000,000

6,000,000


10,000,000

-

6,192,567


6,192,567

53,071,475

7,285,012

$ 45,786,463
2017
$ 27,400,583

5,000,000

13,917

32,386,666

8,000,000

6,000,000

14,000,000

88,612

-

88,612

46,475,278

9,197,457
$ 37,277,821
  • a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to January 22, 2022. The Group has signed long-term revolving credit facilities with banks. As of December 31, 2018 and 2017, interest rates were 0.89% to 5.58% and 0.85% to 5.75%, respectively.

  • b. Long-term commercial paper was issued by contract. As of December 31, 2018 and 2017, interest rates were 0.83%-0.84% and 0.83%, respectively. The maturity date of the contract is December 19, 2020.

  • c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to September 2021. As of December 31, 2018 and 2017, both interest rates were 0.80% to 1.36%.

  • d. In order to redeem bonds and pay interest expenses, on May 13, 2013, the Corporation issued 2[nd] US$220,000 thousand (equivalent to NT$6,551,380 thousand) zero coupon Euro convertible bonds due 2018.

The terms of the zero coupon Euro convertible bonds included the following:

  • 1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s ordinary shares (“Shares”) at any time on or after June 23, 2013 and prior to the close of business on April 13, 2018. The initial conversion price was NT$48 per Share, determined on the basis of a fixed exchange rate of NT$29.53=US$1.00.

  • 62 -

  • 3) Redemption at the option of the Corporation

At any time on or after May 13, 2016, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.53=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on May 13, 2016 at a redemption price equal to 100% of the principal amount thereof. (Refer to item 6 below for information on the redemption of bonds.)

  • 5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above.

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$217,000 thousand on May 11, 2016. After the redemption, the bonds outstanding in the amount of US$3,000 thousand had been paid on May 10, 2018.

  • 63 -

  • e. In order to repay the debt, save interest expenses, and strengthen the Corporation’s financial structure, on September 21, 2018, the Corporation issued US$215,000 thousand (equivalent to NT$6,620,710 thousand), which is the third zero coupon Euro convertible bond due on 2023.

The terms of the zero coupon Euro convertible bonds included the following:

1) Final redemption

Unless previously redeemed, repurchased and canceled, or converted, the Bonds will be redeemed on the maturity date at the settlement equivalent of 103.04% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s ordinary shares (“Shares”) at any time on or after December 21, 2018 and prior to the close of business on August 22, 2023. The initial conversion price was NT$42.24 per Share, determined on the basis of a fixed exchange rate of NT$30.794=US$1.00.

3) Redemption at the option of the Corporation

At any time on or after September 21, 2021, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of the bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$30.794=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on September 21, 2021 at a redemption price equal to the settlement equivalent of 101.81% of the principal amount in U.S. dollars. Any U.S. dollar denominated amount payable in respect of the bonds will be converted into NT dollars using a fixed exchange rate and then converted back to a U.S. dollar amount using the applicable prevailing rate at the time of redemption.

  • 5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • 64 -

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$42.24 as of December 31, 2018.

  • f. As of December 31, 2018, CHP had used its credit lines as follows:

Amount Interest Rate/
Bank (In Thousands) Guarantee Fee Rate (%) Contract Period
Mizuho NT$ 184,252 0.45 2018.10.16-2019.10.16
Mizuho NT$ 275,000 0.45 2018.09.18-2019.09.18
Mizuho US$ 4,470 0.45 2018.10.16-2019.10.16

29. DEFERRED REVENUE

DEFERRED REVENUE
Land use right

Others


Current

Non-current

December 31





2018
$ 858,838

140,879

$ 999,717

$ 75,912

923,805

$ 999,717
2017
$ 926,923

-
$ 926,923
$ 68,085

858,838
$ 926,923
  • a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 20) is amortized to income over 50 years on a straight-line basis.

  • b. The deferred revenue on land use rights of Taipei Metro granted to YDC (Note 20) is amortized to income over 30 years on a straight-line basis.

  • 65 -

30. OTHER LIABILITIES

OTHER LIABILITIES
Preparatory costs provisions (Note 24)

Decommissioning of electric factory provisions
Accrued reward provisions
Compensation of traffic accident provisions
Other provisions (Note 41)


Current

Non-current

December 31





2018
$ 222,729

217,942
140,572
127,894
18,440

$ 727,577

$ 48,200

679,377

$ 727,577
2017
$ 57,963
119,942
150,718
121,939

48,140
$ 498,702
$ 47,646

451,056
$ 498,702

31. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation and the subsidiaries in the ROC adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at specific rate of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Corporation and domestic subsidiaries in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months or last month before retirement. The Corporation and domestic subsidiaries contribute amounts equal to 2% to 15% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Deficit (surplus)

Net defined benefit liabilities (asset)
**December 31 ** **December 31 **



2018
$ 1,322,473

(3,035,395)

(1,712,922)

$ (1,712,922)
2017
$ 1,527,968
(2,860,286)
(1,332,318)
$ (1,332,318)
  • 66 -

Movements in net defined benefit liabilities (assets) were as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
Balance at January 1, 2017 $ 1,569,276
$ (2,724,868)
$ (1,155,592)
Service cost
Current service cost 20,448 - 20,448
Past service cost and gain on settlements (2,130)
-
(2,130)
Net interest expense (income)
20,239

(35,416)

(15,177)
Recognized in profit or loss
38,557

(35,416)

3,141
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (195,470)
(195,470)
Actuarial loss - changes in demographic
assumptions 697 - 697
Actuarial loss - changes in financial
assumptions 21,434 - 21,434
Actuarial loss - experience adjustments
19,897

-

19,897
Recognized in other comprehensive income
42,028

(195,470)

(153,442)
Contributions from the employer - (12,628)
(12,628)
Benefits paid (121,679)
108,096
(13,583)
Liabilities extinguished on settlement
(214)

-

(214)
Balance at December 31, 2017 $ 1,527,968
$ (2,860,286)
$ (1,332,318)
Balance at January 1, 2018 $ 1,527,968
$ (2,860,286)
$ (1,332,318)
Service cost
Current service cost 19,607 - 19,607
Past service cost and gain on settlements - - -
Net interest expense (income)
17,492

(33,798)

(16,306)
Recognized in profit or loss
37,099

(33,798)

3,301
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (303,940)
(303,940)
Actuarial loss - changes in demographic
assumptions 259 - 259
Actuarial loss - changes in financial
assumptions 20,848 - 20,848
Actuarial loss - experience adjustments
(46,872)

-

(46,872)
Recognized in other comprehensive income
(25,765)

(303,940)

(329,705)
Contributions from the employer - (25,085)
(25,085)
Benefits paid (216,873)
183,077
(33,796)
Liabilities extinguished on settlement - - -
Others
44

4,637

4,681
Balance at December 31, 2018 $ 1,322,473
$ (3,035,395)
$ (1,712,922)
  • 67 -

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2018
2017
0.75%-1.40%
1.00%-1.50%
2.00%-2.50%
1.00%-2.50%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase

0.25% decrease

Expected rate(s) of salary increase
1% increase

1% decrease
**December 31 ** **December 31 **



2018
$ (30,402)

$ 31,476

$ 139,268

$ (128,585)
2017
$ (35,772)
$ 37,081
$ 163,168
$ (149,460)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

  • 68 -

The major categories of plan assets at the end of the reporting period are disclosed based on the information announced by the Bureau:

Equity instruments
Deposited in financial institutions
Others
The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31 December 31

2018
84.40
6.75

8.85
100.00

December
2017
81.00
8.39
10.61
100.00
31
2018
$ 14,925

7-12.5 years
2017
$ 13,952
8-15 years

32. EQUITY

a. Share capital

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2018

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2017

4,000,000
$ 40,000,000

3,361,447
$ 33,614,472

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The total of 350,000 thousand and 10,000 thousand shares of the Corporation’s authorized shares are reserved for the issuance of convertible bonds and employee share option, respectively.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Donation

The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
Change of capital surplus of associates and joint ventures
accounted for using equity method (2)

December 31 December 31


2018
$ 41,790

54,907
992,530

1,089,227
2017
$ 41,790
54,907

992,530

1,089,227
(Continued)
  • 69 -
May be used to offset a deficit only
Change of capital surplus of associates and joint ventures
accounted for using equity method (3)

May not be used for any purpose
Share warrants
Change of capital surplus of associates and joint ventures
accounted for using equity method


**December 31 ** **December 31 **



2018
$ 38,085

185,411
49,831

235,242

$ 1,362,554
2017
$ 38,215
-

41,250

41,250
$ 1,168,692
(Concluded)
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).

  • 2) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from actual acquisition and disposal of equity may be used to offset a deficit or distributed as cash dividends or share dividends under Article 241-1 of Company Act.

  • 3) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from equity transactions other than actual acquisition and disposal may be used to offset a deficit under Article 239-1 of Company Act.

c. Retained earnings and dividends policy

Under the dividend policy, where the Corporation has a profit at the end of a fiscal year, the Corporation shall first pay business income taxes based on law and then offset losses of previous years, and if there is any remaining profit, 10% of the balance shall be appropriated as legal reserve. In addition, appropriation for special reserve shall be made based on provisions of law. Any remaining amount of profit together with the accumulated undistributed earnings of the previous year shall be allocated for distribution to shareholders. However, depending on the condition of the business, part of the profit may be retained. In case of an increase in the capital of the Corporation, the shareholders’ bonus for the new shares in the year of issue shall be decided in the shareholders’ meeting. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors, refer to employees’ compensation and remuneration of directors and supervisors in Note 34 (f).

The distribution of shareholders’ dividend shall take into consideration the changes in the outlook of the Corporation's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders’ dividend shall be distributed with the aim of maintaining stable shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, 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 total shareholders’ dividend distributed in the same year.

These appropriations shall be resolved by the shareholders in the following year and given effect to in the financial statements of that year.

  • 70 -

The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The Corporation is required to appropriate to or reverse from special reserve amounts that pertains to items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”.

Under the Integrated Income Tax System, ROC-resident shareholders are allowed tax credit for the income tax paid by the Corporation on earnings generated in 1998 onward. Tax credits allocated to shareholders are based on the balance of Imputation Credit Account (ICA) on the dividend distribution date. However, the income tax law was amended and the imputation tax system was abolished in 2018.

The appropriation of earnings and dividends per share for 2017 and 2016 approved in the shareholders’ meetings on June 26, 2018 and June 27, 2017, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Appropriation of Earnings
For the Year Ended December 31
2017
2016
$ 546,900
$ 394,577
943,188
881,019
4,033,736
3,025,302
Dividend Per Share
(Dollars)
For the Year Ended
December 31
2017
2016
$1.2
$0.9

The appropriation of earnings for 2018 had been proposed by the Corporation’s board of directors on March 21, 2019. The proposed appropriation of earnings and dividend per share were as follows:

Dividend Dividend
Appropriation Per Share
of Earnings (Dollars)
Legal reserve $ 1,111,709
Special reserve 518,281
Cash dividends 9,412,052
$ 2.8

Assuming that the shares reciprocally held by associates were not treated as treasury stock and not deducted from weighted average number of shares outstanding, the basic EPS would be NT$3.31 for the year ended December 31, 2018.

The appropriations of earnings for 2018 are subject to the resolution of the shareholders’ meeting to be held on June 24, 2019.

  • d. Special reserve recognized at the date of transition

In the first-time adoption of IFRSs, the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost were $10,715,430 thousand, $3,163,258 thousand and $52,494 thousand, respectively; the Corporation appropriated the amounts to special reserve.

  • 71 -

In addition, on the initial application of the fair value model to investment properties, the Corporation appropriated to special reserve the amount of the net increase in fair value of investment properties and transferred it to retained earnings. Additional special reserve should be appropriated for subsequent net increases in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment properties.

The Group and its associates used and disposed of some of the related assets; accordingly, special reserve reversed to unappropriated earnings amounted to $548,152 thousand as of December 31, 2018.

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations
**For ** **the Year Ended December 31 ** **the Year Ended December 31 ** **the Year Ended December 31 **
2018 2017
Balance at January 1
$ (2,638,153) $
(44,313)
Exchange differences on translating the financial statements
of foreign operations (627,348) (701,380)
Share of exchange difference of associates and joint ventures
accounted for using equity method
624,137
(1,892,460)
Balance at December 31
$ (2,641,364)
$ (2,638,153)
2) Unrealized gain (loss) on available-for-sale financial assets
Balance at January 1, 2017 $ (4,023,554)
Unrealized gain arising on revaluation of available-for-sale financial assets 4,281,676
Related income tax (210,141)
Share of unrealized gain on revaluation of available-for-sale financial assets of
associates and joint ventures accounted for using equity method 680,086
Balance at December 31, 2017 $
728,067
Balance at January 1, 2018 per IAS 39 $
782,067
Adjustment on initial application of IFRS 9 (728,067)
Balance at January 1, 2018 per IFRS 9 $
-
3) Unrealized gain (loss) on financial assets at FVTOCI
For the Year
Ended
December 31,
2018
Balance at January 1 per IAS 39 $
-
Adjustment on initial application of IFRS 9 516,962
Balance at January 1 per IFRS 9 516,962
Unrealized gain - equity instruments 926,188
Related income tax (219,554)
(Continued)
  • 72 -
For the Year For the Year
Ended
December 31,
2018
Share from associates and joint ventures accounted for using equity method
Equity instruments
$ 634,103
Debt instruments 2,520
Cumulative unrealized loss of equity instruments transferred to retained earnings
due to disposal
3,408,697
Balance at December 31
$ 5,268,916
(Concluded)

4) Cash flow hedges


Balance at January 1
Cash flow hedges
Share from associates and joint ventures accounted for using
equity method
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 58,485

(2,434)

4,883

$ 60,934
2017
$ 41,450
-

17,035
$ 58,485

5) Gains on property revaluation: There has been no change to gains on property revaluation between the year of 2018 and 2017.

  • f. Non-controlling interests

Balance at January 1 per IAS 39

Adjustment on initial application of IFRS 9

Balance at January 1 per IFRS 9
Attributable to non-controlling interests:
Share of profit for the year
Other comprehensive income (loss) during the year
Exchange difference on translating the financial statements
of foreign operations
Unrealized gain on financial assets at FVTOCI
Related income tax
Unrealized gain on available-for-sale financial assets
Related income tax
Remeasurement on defined benefit plans
Related income tax
Share of other comprehensive income (loss) of associates
and joint ventures accounted for using equity method
Share of other changes in equity of associates and joint
ventures accounted for using equity method
Cash dividends from subsidiaries

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 18,360,799

4,810

18,365,609
3,772,103
(267,413)
1,497
(526)
-
-
(309)
3
8,662
(2)

(723,504)

$ 21,156,120
2017
$ 18,000,144

-

18,000,144

1,196,534

(315,755)

-

-

20,855

(102)

(576)

(9)

(11,613)

33

(528,712)
$ 18,360,799
  • 73 -

33. OPERATING REVENUE AND COSTS

OPERATING REVENUE AND COSTS

Operating revenue
Sales of goods

Electric power revenue
Transportation revenue
Rental revenue
Engineering revenue
Income from investments
Sale of investments
Cost of investments sold

Gain on sale of investments, net
Dividends

Total income from investments
Less: Sales returns and discounts

Total operating revenue, net

Operating costs
Cost of goods sold
Electric power cost
Transportation cost
Rental cost
Engineering cost

Total operating costs

Gross profit
For the Year Ended December 31







2018
$ 73,071,313
5,905,306
1,803,059
1,142,218
286,691
3,135,587

2,883,728

251,859

335,416

587,275

54,858


82,741,004

54,480,379
5,399,450
1,322,486
179,693

202,682


61,584,690

$ 21,156,314
2017
$ 55,749,429

5,293,385

1,700,096

1,180,448

416,920

5,131,408

4,800,786

330,622

290,584

621,206

62,236

64,899,248

47,838,702

4,967,340

1,291,269

187,058

443,861

54,728,230
$ 10,171,018

Contract balances: As of December 31, 2018, the Group’s contract assets and contract liabilities of NT$147,528 thousand and NT$731,015 thousand were accounts receivable and customers’ deposits and advances, respectively.

34. NET PROFIT

Net profit was as follows:

a. Other income


Dividends

Government grants
Interest income
Rental income
Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 434,898

430,015
370,571
51,105
193,214

$ 1,479,803
2017
$ 326,096
324,283
179,840
49,578

160,861
$ 1,040,658
  • 74 -

b. Other gains and losses


Impairment losses of goodwill

Net gain (loss) gain on financial assets and liabilities designated
as at FVTPL
Impairment losses recognized on investments accounted for
using equity method
Preparatory costs (Note 24)
Bank charges
Gain on changes in fair value of investment properties (Note 20)
Net foreign exchange gains (losses)
Gain on disposal of subsidiaries
Loss on disposal of property, plant and equipment
Gain on disposal of investments
Loss on disposal of intangible assets
Miscellaneous expenses


c. Finance costs

Interest on bank loans

Amortization of discount on bonds payable
Other interest expense
Less: Amounts included in the cost of qualifying assets
(capitalized interest)


Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate
For the Year Ended December 31
2018
2017
$ (630,631) $ -
(256,294)
31,422
(200,245)
(122,619)
(159,275)
-
(142,401)
(128,306)

98,015
216,580
90,672
(454,600)
40,440
-
(33,455)
(103,818)
-
63,042
-
(1,030)

(540,592)

(228,901)
$ (1,733,766)
$ (728,230)
For the Year Ended December 31
2018
2017
$ 1,645,742
$ 1,763,418
24,567
1,401
3,103
7,618

(227)

(362)
$ 1,673,185
$ 1,772,075
For the Year Ended December 31
2018
2017
$ 227
$ 362
0.726%-1.139% 0.787%-1.080%
  • 75 -

d. Depreciation and amortization

Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses
Non-operating expenses


An analysis of amortization by function
Operating costs

Operating expenses

For the Year Ended December 31





2018
$ 4,524,970

115,507
9,084

$ 4,649,561

$ 172,655

11,594

$ 184,249
2017
$ 4,709,312
118,221

12,407
$ 4,839,940
$ 222,918

12,697
$ 235,615

e. Employee benefits expense


Post-employment benefits (Note 31)
Defined contribution plans
Defined benefit plans
Short-term benefits
Salary
Remuneration of directors
Labor and health insurance
Other employees-related expenses
Termination benefits
Other employee benefits
Total employee benefits expense
Post-employment benefits (Note 31)
Defined contribution plans
Defined benefit plans
Short-term benefits
Salary
Remuneration of directors
Labor and health insurance
Other employees-related expenses
Termination benefits
Other employee benefits
Total employee benefits expense
For the Year Ended December 31, 2018 For the Year Ended December 31, 2018
Operating Costs
Operating
Expenses
Non-operating
Expenses



$ 160,404
$ 41,020
$ 80

3,743
(442)
-
2,782,957
839,523
3,200

-
250,692
-
176,539
50,966
153
173,420
105,487
70
-
-
3,270

-

71,340

432

$ 3,297,063
$ 1,358,586
$ 7,205

For the Year Ended December 31, 2017
Total
$ 201,504
3,301
3,625,680
250,692
227,658
278,977
3,270

71,772
$ 4,662,854
Operating Costs
$ 152,148

2,631
2,448,379
-
170,496
172,628
53

-

$ 2,946,335
Operating
Expenses
Non-operating
Expenses
$ 46,952
$ 95

510
-
814,511
9,404

135,346
-
45,602
145
100,708
71
-
2,194

42,720

536

$ 1,186,349
$ 12,445
Total
$ 199,195
3,141
3,272,294
135,346
216,243
273,407
2,247

43,256
$ 4,145,129

As of December 31, 2018 and 2017, the Corporation had 5,878 and 6,004 employees, respectively. There were 19 non-employee directors for both years.

  • 76 -

  • f. Employees’ compensation and remuneration of directors and supervisors

The Corporation accrued employees’ compensation and remuneration of directors and supervisors at the rates between 2% and 3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2018 and 2017, which have been approved by the Corporation’s board of directors on March 21, 2019 and March 23, 2018, respectively, were as follows:

Employees’ compensation

Remuneration of directors and
supervisors
For the Year Ended December 31 For the Year Ended December 31
2018
Cash
Shares
$ 253,436
$ -
223,658
-
2017
Cash
Shares
$ 147,850
$ -
130,120
-

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of employees’ compensation and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2017 and 2016.

Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Corporation’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

35. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Major components of tax expense recognized in profit or loss

Current tax
In respect of the current year

Income tax on unappropriated earnings
Withholding tax on dividend
Adjustments for prior years


Deferred tax
In respect of the current year
Adjustments to deferred tax attributable to changes in tax rates
and laws


Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2018
$ 4,205,378

22,260
143,261
3,608

4,374,507

974,372
132,042

1,106,414

$ 5,480,921
2017
$ 1,745,115
12,887

68,808

(10,858)

1,815,952
17,666

-

17,666
$ 1,833,618
  • 77 -

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Tax on changes in fair value of investment properties
Unrecognized loss carryforwards
Investment credits
Effect of tax rate changes
Effect of different tax rate of the Group operating in other
jurisdictions
Income tax on unappropriated earnings
Additional income tax under the Alternative Minimum Tax Act
Withholding tax on dividend
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 20,370,118

$ 4,074,024
646,250
(1,047,109)
2,022,562
(19,411)
(82,852)
(441,247)
132,042
14,167
22,260
13,366
143,261

3,608

$ 5,480,921
2017
$ 8,499,159
$ 1,444,857

378,545

(603,950)

592,702

(404,492)

(10,221)

(21,523)

-

372,876

12,887

13,987

68,808

(10,858)
$ 1,833,618

In 2017, the applicable corporate income tax rate used by the Group in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other entities in the Group operating in other jurisdictions are based on the tax laws in those jurisdictions.

As the status of 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.

b. Income tax recognized in other comprehensive income

Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
Fair value changes of financial assets at FVTOCI

Remeasurement on defined benefit plans
Fair value changes of available-for-sale financial assets

Total income tax recognized in other comprehensive income
For the Year Ended December 31


2018
$ (220,107)

(64,194)
-

$ (284,301)
2017
$ -
(26,422)
(210,243)
$ (236,665)
  • 78 -

  • c. Current tax assets and liabilities

Current tax assets and liabilities
Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31

2018
$ 15,901

$ 2,181,268
2017
$ 23,145
$ 1,155,972

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
Allowance for impaired
receivables

Defined benefit obligation
Other financial liabilities
Investment properties
Property, plant and
equipment
FVTOCI financial assets
Others

Tax losses



Deferred tax liabilities
Temporary differences
Land value increment tax
Investment properties

Unappropriated earnings
of subsidiaries
Finance leases
Defined benefit obligation
Associates
Property, plant and
equipment
Unrealized foreign
exchange gain
Allowance for impaired
receivables
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 167,788
$ 39,199 $ -


23,027
-
2,314

-
8,943
-
4,124
112
-
21,526
(17,647)
-
220,113
-
(220,113)

75,217

53,746

-

511,795
84,353
(217,799)

52,390

10,839

-

$ 564,185
$ 95,192
$ (217,799)

$ 3,449,871
$ -
$ -

3,109,538
(19,915)
-
654,553
1,110,236
-
547,736
68,627
-

245,265
26,596
66,502
65,639
(3,390)
-
22,033
10,844
-
4,671
6,701
-
84
212
-

772

1,695

-

$ 8,100,162
$ 1,201,606
$ 66,502
Exchange
Differences
Closing Balance
$ (3,570) $ 203,417
-
25,341
-
8,943
(63)
4,173
61
3,940

-
-

(1,599)

127,364

(5,171)
373,178

(169)

63,060
$ (5,340)
$ 436,238
$ -
$ 3,449,871
-
3,089,623
(1,760) 1,763,029
-
616,363
-
338,363
(1,081 )
61,168
-
32,877
-
11,372
-
296

-

2,467
$ (2,841)
$ 9,365,429
  • 79 -

For the year ended December 31, 2017

Deferred tax assets
Temporary differences
AFS financial assets

Allowance for impaired
receivables
Defined benefit obligation
Property, plant and
equipment
Investment properties
Others

Tax losses


Deferred tax liabilities
Temporary differences
Investment properties

Land value increment tax
Unappropriated earnings
of subsidiaries
Finance leases
Defined benefit obligation
Associates
Property, plant and
equipment
Unrealized foreign
exchange gain
Allowance for impaired
receivables
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 430,356
$ -
$ (210,243)
125,008
45,004
-

21,421
(2,331)
3,937
15,052
6,439
-
7,269
(2,974)
-

97,433

(21,106)

-

696,539
25,032
(206,306)

164,867

(108,960)

-

$ 861,406
$ (83,928)
$ (206,306)

$ 3,517,004
$ (407,466) $ -

3,449,871
-
-
270,789
384,060
-
575,567
(27,831)
-

211,375
3,531
30,359
59,574
7,222
-
28,269
(5,937)
-
17,329
(12,658)
-
-
84
-

8,039

(7,267)

-

$ 8,137,817
$ (66,262)
$ 30,359
Exchange
Differences
Closing Balance
$ -
$ 220,113
(2,224)
167,788
-
23,027
35
21,526
(171)
4,124

(1,110)

75,217

(3,470)
511,795

(3,517)

52,390
$ (6,987)
$ 564,185
$ -
$ 3,109,538
-
3,449,871
(296)
654,553
-
547,736
-
245,265
(1,157)
65,639
(299)
22,033
-
4,671
-
84

-

772
$ (1,752)
$ 8,100,162

e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expire in 2018

Expire in 2019
Expire in 2021
Expire in 2022
Expire in 2023
Expire in 2024
Expire in 2025
Expire in 2026
Expire in 2027

December 31 December 31


2018
$ 1,635

561,999
222,721
247,162
27,752
58,219
299,401
156,574
23,022

$ 1,598,485
2017
$ 195,232
588,358
222,721
263,267
27,752
60,080
302,557
9,042

69,659
$ 1,738,668
  • 80 -

  • f. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2018 comprised the following:

Unused Amount Unused Amount Expiry Year
$ 1,635 2018
561,999 2019
222,721 2021
247,162 2022
27,752 2023
58,219 2024
299,401 2025
156,574 2026
23,022 2027
197,002 No expiration
$ 1,795,487
  • g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2018 and 2017, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $5,104,939 thousand and $4,477,570 thousand, respectively.

  • h. The latest years of income tax returns which had been examined and cleared by the tax authorities were as follows:
Company
The Corporation
DCI
YTRMC
YSRMC
FMT
AEE
AIC
FDT
YLPPC
FSMS
NHC
CHP
YLSS
YLT
Year
2016
Note
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016

Note: The tax returns through 2016, except 2013, have been assessed by the tax authorities. The Corporation disagreed with the tax authorities’ assessment of its 2013 tax return and applied for a re-examination.

  • 81 -

36. EARNINGS PER SHARE

Unit: NT$ Per Share

Unit: NT$ Per Share Unit: NT$ Per Share Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
**For the Year Ended December 31 **

2018
$ 3.54

$ 3.49
2017
$ 1.74
$ 1.74

The earnings and weighted average number of ordinary shares outstanding used for the earnings per share computation were as follows:

Net Profit for the Year

Net Profit for the Year

Profit for the period attributable to owners of the Corporation

Effect of potentially dilutive ordinary shares:
Convertible bonds

Earnings used in the computation of diluted earnings per share
**For the Year Ended December 31 **


2018
$ 11,117,094

26,638

$ 11,143,732
2017
$ 5,469,007

1,377
$ 5,470,384

Weighted average number of ordinary shares outstanding (in thousand shares):


Weighted average number of ordinary shares in computation of basic
earnings per share

Effect of potentially dilutive ordinary shares:
Employees’ compensation
Convertible bonds

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended For the Year Ended December 31


2018
3,139,152

8,585
44,656

3,192,393
2017
3,139,297
5,937

2,420
3,147,654

The weighted average number of ordinary shares used in the computation of basic earnings per share is the weighted average outstanding shares after subtracting the shares of the Corporation held by the associates treated as treasury stock.

When an entity pays employee compensation that may be settled in shares or cash at the entity's option, the entity shall presume that the employee compensation will be settled in shares, and the resulting potential shares shall be included in diluted earnings per share if the effect is dilutive. The number of shares is estimated by dividing the entire amount of the compensation by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

  • 82 -

37. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

December 31, 2018

b. Carrying
FairValue
Amount
Level 1
Level 2
Level 3
Financial liabilities






Financial liabilities measured at
amortized cost
Bonds payable (include
current portion)
$ 16,192,567 $ 16,719,158 $ - $ -
December 31, 2017
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3
Financial liabilities






Financial liabilities measured at
amortized cost
Bonds payable (include
current portion)
$ 14,088,612 $ 14,096,452 $ - $ -
Fair values of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2018
Level 1
Level 2
Level 3
Financial assets at FVTPL
Listed stocks
$ 3,502,988 $ - $ -
Beneficiary certificates
1,390,765
4,152,830
-
Overseas bonds

-

-

-

$ 4,893,753
$ 4,152,830
$ -

Financial assets at FVTOCI
Domestic listed stocks
$ 11,774,012 $ - $ -
Domestic unlisted shares
-
-
1,537,291
Overseas listed stocks
152,337
-
-
Overseas unlisted shares

-

-

122,026

$ 11,926,349
$ -
$ 1,659,317

Financial liabilities
at FVTPL
Convertible options
$ - $ - $ 223,501
Cross-currency swap
contracts

-

-

44,717

$ -
$ -
$ 268,218
FairValue
Level 1
Level 2
Level 3






$ 16,719,158 $ - $ -
Fair Value
Total


$ 16,719,158
Total


$ 14,096,452
Total
$ 3,502,988

5,543,595

-
$ 9,046,583
$ 11,774,012

1,537,291

152,337

122,026
$ 13,585,666
$ 223,501

44,717
$ 268,218
  • 83 -

December 31, 2017

Financial assets at FVTPL
Beneficiary certificates

Listed stocks


Available-for-sale financial
assets
Domestic listed stocks

Overseas listed stocks
Beneficiary certificates
Overseas bonds

Level 1
$ 243,486

78,594

$ 322,080

$ 14,013,961
1,835,201
358,203

372,460

$ 16,579,825
Level 2
$ -

-

$ -

$ -

-

846,875

-

$ 846,875
Level 3
$ -

-

$ -

$ -

8,451,384

-

-

$ 8,451,384
Total
$ 243,486

78,594
$ 322,080
$ 14,013,961

10,286,585

1,205,078

372,460
$ 25,878,084

There were no transfers between Levels 1 and 2 for the years ended December 31, 2018 and 2017.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Balance at January 1, per IAS 39

Adjustment on initial application of IFRS 9

Balance at January 1, per IFRS 9
Recognized in profit or loss
Net gain (loss) on financial liabilities at FVTPL
Recognized in other comprehensive income
Unrealized gain (loss) on financial assets at FVTOCI
Purchases
Transfers out of Level 3

Balance at December 31, 2018

For the year ended December 31, 2017
Balance at January 1, 2017
Recognized in other comprehensive income (loss)
Purchases
Balance at December 31, 2017
Financial
Liabilities at
FVTPL
Derivatives
$ -

-

-
47,303
-
220,915

-

$ 268,218



Financial Assets
at FVTOCI
Financial Assets
at FVTOCI











Equity
Instruments
$ 8,451,384
1,638,811

10,090,195

-

1,361,674

-
(9,792,552)
$ 1,659,317
Available-for-
sale Equity
Instruments
$ 4,619,464
2,932,811

899,109
$ 8,451,384



  • 84 -

  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs Mutual funds The Group uses net asset value as the basis to determine the fair value as the Group has determined that the net asset value of the mutual fund represents fair value at the end of the reporting period.

  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

  • a) The fair values of convertible bond options are determined using the information available from the counterparty for valuation based on the option pricing model. The option pricing model incorporates the present value techniques and reflects both the time value and the intrinsic value of options.

  • b) The fair value of cross currency swap contracts is determined using the information available from the counterparty for valuation. The counterparty measures the fair value of a cross currency swap contracts using the discounted cash flows model. Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward rates and discounted at rates that reflect the credit risk of various counterparties.

  • c) The fair value of equity securities suspended for trading and therefore without quoted price was determined by using the weighted average of values calculated under market-based approach and market value approach. In market-based approach, the fair value of the investee is measured by weighted average multiple value of (i) EV/sales, (ii) EV/EBITDA, and (iii) P/B of other comparable listed companies. In market value approach, the fair value is estimated based on the average closing price before security suspension. Liquidity risk parameters need to be taken into account when using these approaches. Due to the long period of security trading suspension, the market value approach had become irrelevant. Therefore, the fair value was determined only by using the weighted average of values calculated under market-based approach as of December 31, 2017.

    • i. EV/Sales: Enterprise value ÷ Sales.

    • ii. EV/EBITDA: Enterprise value ÷ Earnings before interest, taxes, depreciation and amortization.

iii. P/B: Price ÷ Book value.

  • d) The fair values of unlisted stocks are determined by using the asset approach or the market approach. In the asset approach, the fair values are estimated by using the net asset value measured at fair value based on the unlisted investees’ latest financial statements, while taking into account the liquidity discount and non-controlling interest discount. In the market approach, the fair values are estimated based on the market transaction prices of comparable companies with similar industrial and business characteristics and liquidity discount are considered.

  • 85 -

  • c. Categories of financial instruments

Categories of financial instruments
Financial assets
Financial assets at FVTPL

Available-for-sale financial assets (2)
Financial assets at amortized cost (3)
Loans and receivables (1)
Financial assets at FVTOCI
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities at amortized cost (4)
December 31
2018
2017
$ 9,046,583 $ 322,080
-
27,178,752
55,388,001
-
-
33,580,103
13,585,666
-
268,218
-
105,054,422
89,001,025
  • 1) The balances include loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, and trade, notes and other receivables.

  • 2) The balances include the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • 4) The balances include financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term and long-term bills payable, trade and other payable, and bonds issued.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables, bonds payable, and borrowings. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group mitigates the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Corporation’s board of directors, which provides written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis.

1) Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

Several subsidiaries of the Corporation have foreign currency sales and purchases and foreign currency financing activities, which expose the Group to foreign currency risk.

  • 86 -

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 42.

Sensitivity analysis

The Group was mainly exposed to the RMB and USD.

The following table details the Group’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies. The sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items less notional amounts of cross-currency swap. The analysis assumed a 5% change in foreign currency rates at the end of the reporting period. A positive number below indicates an increase in pre-tax profit assuming the New Taiwan dollars weakened by 5% against the relevant currency. For a 5% strengthening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances shown below would be negative.


be negative.
Increase (decrease) in
pre-tax profit
RMB Impact
For the Year Ended
December 31
2018
2017
$ 69,060
$ 44,109
USD Impact
For the Year Ended
December 31
2018
2017
$ 145,181
$ 310,190

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrows funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings and using cross currency swap contracts.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to changes in interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2018
2017
$ 17,727,715 $ 5,148,393
45,872,001
37,994,264
12,084,642
7,541,702
50,569,182
43,016,795

Sensitivity analysis

The sensitivity analysis below is based on the Group’s exposure to changes in interest rates of non-derivative instruments at the end of the reporting period.

If interest rates had been 0.01% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2018 and 2017 would have decreased/increased by $3,698 thousand and $3,264 thousand, respectively, mainly due to the Group’s exposure to changes in interest rates of its variable-rate bank borrowings and bank deposits.

  • 87 -

c) Other price risk

The Group is exposed to price risk through its investments in listed equity securities, corporate bonds and beneficiary certificates of funds.

Sensitivity analysis

The sensitivity analysis below is based on the exposure to investment position price risks at the end of the reporting period.

If investment position prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $90,466 thousand as a result of the changes in fair value of financial assets at fair value through profit or loss, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $119,263 thousand as a result of the changes in fair value of financial assets at fair value through other comprehensive income.

If investment position prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2017 would have increased/decreased by $3,221 thousand as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $174,267 thousand as a result of the changes in fair value of available-for-sale shares.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which would cause a financial loss to the Group due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Group is equal to the carrying amount of the financial assets as stated in the balance sheets.

The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. The Group uses publicly available financial information and its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored.

The counterparties in trade receivables consist of a large number of clients in different industries and regions. The Group evaluates clients’ financial condition continuously.

Credit risk represents the potential negative impact on the financial assets of the Group if counterparties or third parties breach the contracts. The Group evaluates credit risk exposure on contracts with positive carrying value. The Group evaluated the credit risk exposure as immaterial because all counterparties are reputable financial institutions and companies with good credit ratings.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

  • 88 -

  • a) Liquidity and interest rate tables for non-derivative financial liabilities

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows.

To the extent that interest rates are floating, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2018

Effective
Interest Rate
(%)

Non-derivative financial
liabilities
Non-interest bearing

Variable interest rate
liabilities
3.02
Fixed interest rate liabilities
0.87


December 31, 2017
Effective
Interest Rate
(%)

Non-derivative financial
liabilities
Non-interest bearing

Variable interest rate
liabilities
2.91
Fixed interest rate liabilities
0.90

On Demand or
Less than
1 Month
$ 4,323,700
6,735,000

17,746,801

$ 28,805,501

On Demand or
Less than
1 Month
$ 3,498,318
6,473,000

14,558,597

$ 24,529,915
1-3 Months
$ 2,662,290

6,725,614

6,213,450

$ 15,601,354

1-3 Months
$ 2,755,509

553,142

4,254,072

$ 7,562,723
3 Months to
1 Year
$ 866,745

8,508,552

4,725,303

$ 14,100,600

3 Months to
1 Year
$ 937,458

13,703,024

4,191,403

$ 18,831,885
1-5 Years
$ 690,195

28,600,016

17,186,447

$ 46,476,658

1-5 Years
$ 807,978

22,287,629

14,990,192

$ 38,085,799
5+ Years
$ 70,309

-

-
$ 70,309

5+ Years
$ 60,789

-

-
$ 60,789

The amounts above of variable interest rate non-derivative financial assets and liabilities are subject to change if actual variable interest rates differ from those estimates of interest rates at the end of the reporting period.

  • b) Liquidity and interest rate tables for derivative financial liabilities

The following table details the Group’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

December 31, 2018

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Cross-currency swap
contracts
$ -
$ (39,911)
$ (139,437)
1-5 Years
$ (322,827)
5+ Years
$ -
  • 89 -

  • e. Transfers of financial assets. None.

  • f. Offsetting financial assets and financial liabilities. None.

  • g. Reclassifications. None.

38. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.

Transactions with related parties are conducted under normal terms.

Balances and transactions between the Group and single related party are disclosed separately except when the amount is less than 10% of the total balances or transactions; otherwise, the amounts are lumped together as others.

  • a. Related party name and category
Related Party Name
FENC
U-Ming
SHSTC
EISF
PGIC
YDC
OSC
HZYCCL
FEDSDL
YDLC
FEC
YYI
YDEC
Alliance
PEI
HXMC
WAMTC
Malaysia Garment Manufacturers Private Limited
U-Ming Transport (Singapore) Private Limited
CHC Resources Corporation
Far Eastern Department Store Ltd.
Chu Chiang Enterprise Corp. Ltd.
Chu Feng
Air Liquide Far Eastern Co.
Oriental Petrochemical (Taiwan) Corporation
Far Eastern Memorial Hospital
Ya Tung Department Store Ltd.
Yuan Ze University
Oriental Resources Development Co., Ltd.
Related Party Category
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Joint ventures
Joint ventures
Joint ventures
Joint ventures
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
(Continued)
  • 90 -
Related Party Name
Far Eastern Leasing Corporation
Ho Hwei Enterprise Corp. Ltd.
Far Eastern Apparel Co., Ltd.
Oriental Union Chemical Corp.
NanKung Enterprise Ltd.
New Century InfoComm Tech Co., Ltd.
Ding & Ding Management Consultants Co., Ltd.
Far Eastern Fibertech Co., Ltd.
Far Eastern Technical Consultants Co., Ltd.
Far Eastern International Bank (FEIB)
FENCC
Far Eastern New Apparel (Vietnam) Ltd.
Far Eastern Polytex (Vietnam) Ltd.
FERD
Far Eastern General Construction Inc.
Far EasTone Telecommunications Co., Ltd.
YDES
Far Eastern Property Insurance Agency Co., Ltd.
Far Eastern International Leasing Corporation
Lien Fang Enterprise Corp. Ltd.
Chubei New Century Shopping Mall Co., Ltd.
Far Eastern Electronic Toll Collection Co., Ltd.
Mr. Xu Yuanzhi Memorial Foundation
YDT Technology International Corporation
J-Power Investment Netherlands
Pan Asia Engineers & Constructors Corp.
Related Party Category
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others

Note: Other related party relationships mainly include associates’ subsidiaries, legal person in which the chairman is the same as the Corporation’s chairman and the director is also the Corporation’s chairman.

b. Operating Transactions

Operating Transactions

Operating revenue
Associates

Others
Joint ventures


Operating cost
Associates

Others
Joint ventures

For the Year Ended December 31





2018
$ 694,540

1,766,679
497,486

$ 2,958,705

$ 601,236

907,989
653,781

$ 2,163,006
2017
$ 827,705
1,292,096

572,602
$ 2,692,403
$ 536,858
705,900

477,500
$ 1,720,258
  • 91 -

Receivables from related parties (including notes receivable, trade receivables, other receivables and contract assets):

Associates

Others
FENCC
Others


Joint ventures

December 31 December 31




2018
$ 120,926

1,929,748
1,243,535

3,173,283

268,741

$ 3,562,950
2017
$ 96,716
1,963,784

932,451

2,896,235

267,762
$ 3,260,713

Accounts payable and accrued expenses to related parties:

Associates

Others
Joint ventures

December 31 December 31


2018
$ 98,574

83,694
68,588

$ 250,856
2017
$ 98,160
64,090

110,110
$ 272,360

The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2018 and 2017, no allowance for impairment was recognized on trade receivables from related parties.

Prepayments:

Associates

Others
Joint ventures

**December 31 ** **December 31 **


2018
$ 15,000

77
-

$ 15,077
2017
$ 15,000
94

48,610
$ 63,704

c. Transactions with FEIB

Transactions with FEIB
Bank deposits (Note)

Bank loans
December 31

2018
$ 3,361,915

$ 2,106,000
2017
$ 5,977,545
$ 2,120,000

Note: The balances included amounts recognized as debt investments with no active market, financial assets measured at amortized cost, and other non-current assets (refundable deposits).

  • 92 -

  • d. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2018 and 2017 were as follows:


December 31, 2018 and 2017 were as follows:

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31


2018
$ 282,998

756

$ 283,754
2017
$ 187,440

756
$ 188,196

The remuneration of directors and key executives is determined by the remuneration committee based on the performance of individuals and market trends.

e. Other transactions with related parties

  • 1) Operating expense - rental

Associates

Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2018
$ 50,433

19,073

$ 69,506
2017
$ 51,603

13,840
$ 65,443
  • 2) Acquisitions of property, plant and equipment

Others

3) Acquisitions of investment properties


Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2018
2017
$ 34
$ -
For the Year Ended December 31

2018
$ 337
2017
$ 1,186
  • 4) The nature of the Group’s transaction with OFSPC is acquisition or disposal of OPAS Fund Segregated Portfolio’s overseas fund through OFSPC’s platform. The portfolio’s decision is made and managed by the investment committee which is composed of the Corporation and other investors. The Group’s investment activities through OFSPC’s platform for the years ended December 31, 2018 and 2017 included acquisition of $4,065,473 thousand and $151,050 thousand and disposal of $0 thousand and $640,424 thousand as well as gain on disposal of $0 thousand and $55,741 thousand, respectively.

  • 5) The Corporation’s subsidiary, DCI, subscribed for shares of Catalyst Tranche One and paid $123,120 thousand in 2018.

  • 93 -

39. OPERATING LEASE ARRANGEMENTS

a. The Group as lessee

Operating leases relate to leases of land with lease terms between 5 and 10 years. All operating lease contracts over 5 years contain clauses for 5-year market rental reviews. The Group does not have a bargain purchase option to acquire the leased land at the expiration of the lease periods.

The refundable deposits paid under operating lease contracts as of December 31, 2018 and 2017, were $34,145 thousand and $15,798 thousand, respectively.

The future minimum lease payments for non-cancellable operating lease commitments are as follows:

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

**December 31 ** **December 31 **


2018
$ 302,209
941,408
2,940,674

$ 4,184,291
2017
$ 321,955

953,410

3,231,833
$ 4,507,198

The Group’s rent expenses on the above operating lease contracts were $320,313 thousand and $254,632 thousand for the years ended December 31, 2018 and 2017, respectively.

Refer to Note 23 for the information on land use rights of the Group on leases located in mainland China, Hong Kong, Singapore and Vietnam.

  • b. Refer to Notes 14 and 20 for the information of the Group as lessor.

40. ASSETS PLEDGED AS COLLATERAL

The following assets are provided as collaterals for short-term and long-term bank borrowings or for purchases from suppliers.

Investment properties

Investments accounted for using equity method
Property, plant and equipment
Financial assets at fair value through other comprehensive income
Financial assets at amortized cost
Available-for-sale financial assets
Debt investment with no active market

December 31 December 31


2018
$ 13,840,249
13,374,748
2,830,624
1,241,250
169,139
-

-

$ 31,456,010
2017
$ 13,915,794

12,710,318

3,076,926

-

-

1,193,250

228,560
$ 31,124,848
  • 94 -

41. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

As of December 31, 2018, the Corporation and its subsidiaries had the following significant commitments and contingencies:

  • a. Unused letters of credit of JPY31,120 thousand, US$17,474 thousand and EUR131 thousand.

  • b. Guarantee notes issued for related parties:

The Corporation


AIC

DCI
NHC
YLPPC
AEE
YSRMC
FSMS


DCI
AC Mega IV Investment Ltd.

FSMS

December 31,
2018
$ 12,039,900
8,769,975
1,339,310
497,642
422,660
150,000

30,000
$ 23,249,487
$ 214,655

50,000
$ 264,655
  • c. CHP entered into agreements on the following transactions:

  • 1) Purchase of natural gas from Chinese Petroleum Corporation.

  • 2) Electricity purchase from and sale to Taiwan Power Company.

  • 3) Contractual Service Agreement with General Electric International, Inc.

  • d. The estimated payments for construction of plants and acquisition of land use rights and equipment of JYDC, SIYDCCL, HGYDC and SLCL in the future amount to RMB517,566 thousand.

  • e. YSRMC supplied ready-mixed concrete to Da Cin Construction Co., Ltd. (“Da Cin”) during 2003. The owner of the project under construction demanded Da Cin to take responsibility to repair the construction flaws. Da Cin requested YSRMC to compensate the loss and damage on the construction. However, they did not reach an agreement from year 2006 to 2009. Da Cin filed an appeal and requested YSRMC to indemnify $22,881 thousand in April 2010. In July 2014, the local court concluded that YSRMC has to pay indemnity in the amount of $17,642 thousand. In years 2010 and 2014, YSRMC had estimated related compensation loss, accounted for as provisions, of $13,800 thousand and $3,840 thousand, respectively. YSRMC had also filed an appeal against the court’s decision in October 2014. Later, Da Cin requested additional compensation of $137,544 thousand in the second instance and the total damage compensation claimed was $160,425 thousand together with the amount in the first instance. As of the date the financial statements were authorized for issue, the case is in the process of examination by the Supreme Court so YSRMC cannot make reasonable estimate about the judgment. YSRMC did not recognize additional compensation loss up to the auditors’ report date.

  • 95 -

  • f. On March 13, 2013, the No. 1114 Commissioners’ Meeting of Fair Trade Commission resolved that independent power producers violated Article 14, Paragraph 1 of Fair Trade Act due to the rejection of power purchase rate adjustment with TPC and fined CHP $400,000 thousand. Accordingly, CHP recognized penalty expenses, which is included in other losses in the consolidated financial statements for the year ended December 31, 2013. The penalty is payable in 60 monthly installments and covered by a long-term note payable. CHP had filed an appeal on April 17, 2013.

On September 12, 2013, the Petitions and Appeals Committee of the Executive Yuan rescinded the imposition of penalty (the “Penalty Disposition”) and advised the Fair Trade Commission to impose more appropriate disposition with refund of penalty paid by CHP. However, CHP’s appeal against the imposition of illegal concerted action among independent power producers (the “Act Disposition”) was dismissed.

Regarding the Penalty Disposition, the Fair Trade Commission resolved a penalty of $370,000 thousand on November 13, 2013. CHP thus adjusted the penalty expenses in other gains and losses for the year ended December 31, 2013. The disposition was revoked again by the Petitions and Appeals Committee on May 9, 2014. Then the Fair Trade Commission imposed a penalty of $364,000 thousand on July 9, 2014. CHP recognized a reversal gain of $6,000 thousand in other income for the year ended December 31, 2014 and issued a long-term note payable in 60 installments for the penalty in accordance with the disposition. In addition, CHP also filed an appeal to defend its interest on August 11, 2014.

On December 11, 2014, Letter from the Petitions and Appeals Committee indicates that the filing of appeal against the Penalty Disposition is suspended until the administrative court makes the final judgment on the Act Disposition.

Regarding the Act Disposition, on November 7, 2013, CHP filed an administrative litigation at the Taipei High Administrative Court against the dispositions of the Fair Trade Commission. The Taipei High Administrative Court entered a final judgment in favor of CHP on October 29, 2014. Nevertheless, the Fair Trade Commission filed an appeal with the Supreme Administrative Court. The Supreme Administrative Court dismissed the judgment made by the Taipei High Administrative Court on July 2, 2015. The Taipei High Administrative Court remanded the judgement on May 25, 2017 and still revoked the administrative disciplinary action and the judgement of the appeal. The Fair Trade Commission filed an appeal with the Supreme Administrative Court and the Taipei High Administrative Court filed an appeal to the Supreme Administrative Court on September 27, 2018. This case is currently heard by the Taipei High Administrative Court.

  • g. On March 15, 2013, Letter No. 102035 from the Fair Trade Commission indicated concerted action among CHP and other independent power producers due to the rejection of power purchase rate adjustment with TPC. Accordingly, in August 2015, TPC filed at the Taipei District Court a civil mediation which requests CHP to compensate $2.35 billion plus interest from November 1, 2007 to the settlement date for the damage caused. Later, in September 2015, TPC filed at the Taipei District Court a civil litigation appeal which requests CHP to compensate $2.349 billion plus interest from November 1, 2007 to the settlement date as well as an apology published in major newspapers. TPC also filed at the Taipei High Administrative Court an administrative litigation which requests CHP to compensate the damage caused which amounted to $1.4 billion plus interest from November 1, 2007 to the settlement date with a 5% annual interest rate.

CHP and TPC did not reach an agreement in the civil mediation council meeting held on October 7, 2015. Later, TPC included the damage compensation claimed in the civil mediation in the administrative litigation appeal and the total compensation claimed in the statement of the administrative litigation amounted to $3.75 billion plus interest from November 1, 2007 to the settlement date with a 5% annual interest rate. On November 27, 2015, the administrative court ruled that the litigation proceedings are suspended until the administrative court makes the final judgment on the Act Disposition. However, on July 12, 2016, Taipei High Administrative Court notified that the power purchase and sales contracts between independent power producers and TPC are subject to the performance of obligation under the Civil Code. Therefore, the abovementioned ruling for suspension

  • 96 -

was revoked and the administrative litigation for compensation would be transferred to the Taipei District Court. TPC filed counter appeal against the ruling; however, the appeal was dismissed by the Supreme Administrative Court on December 30, 2016. This case has been transferred to the Taipei District Court on January 25, 2017.

In light of the civil proceedings, on March 1, 2016, TPC added posterior statement which requests the capital expenditure it paid to CHP from October 9, 2007 to November 30, 2012 according to the power purchase and sales contracts to be recalculated relying on CHP’s capital ratio. Accordingly, CHP would compensate at least $2.349 billion to TPC. The Taipei District Court dismissed the appeal on November 1, 2018, and CHP filed an appeal subsequently. This case is currently heard by the Taiwan High Court.

The Corporation considered the payment of the indemnity is not possible unless TPC can provide proof that the damage was caused by the Corporation and their appeal is filed within the statute of limitation. As of the date the financial statements were authorized for issue, the amount of the compensation cannot be reasonably estimated. Therefore, the Corporation could not assess the possible impact on its financial position and did not recognize any contingent liabilities.

  • h. On December 4, 2015 and December 17, 2015, CSCGL, China Shanshui Cement Group (Hong Kong) Company Limited and China Pioneer Cement (Hong Kong) Company Limited (collectively referred as “Shanshui Cement Group”) commenced legal proceedings against former directors of CSCGL in respect of alleged dishonest breaches of fiduciary duty or alleged conspiracy to injure CSCGL during their tenures. The proceedings arose from disputes between CSCGL’s present and former board of directors over the changes in management and the takeover of the headquarters of CSCGL. On April 7, 2016, the Corporation was added as the 10th defendant. The Corporation has engaged lawyers to take legal actions in connection with the unqualified claim to defend its reputation and interests. Up to the date of the auditors’ report, the proceedings are still ongoing and it is premature to make any assessment of the likely outcome of the action. Therefore, the Corporation did not recognize any contingent liabilities.

  • i. Tianrui Group Company Limited and Tianrui (International) Holding Company Limited (collectively referred as “Tianrui Group”), CSI and former and present directors of CSCGL, in breach of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Codes on Takeovers and Mergers and share Buy-backs issued by the Hong Kong Securities and Futures Commission and the fiduciary duties, have engaged in unfair prejudicial conducts in favor of Tianrui directly and indirectly through CSCGL which are detrimental to the interests of shareholders including the Corporation. The Corporation has filed a writ of summons in the High Court of Hong Kong Special Administrative Region and the Grand Court of the Cayman Islands in June and August 2017, respectively. The Corporation is seeking legal advice in relation to the legal proceedings. Up to the date of the auditors’ report, the trial date has not been set. The Corporation’s appointed attorney has been actively following up on the legal proceedings.

  • 97 -

42. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2018

Foreign New Taiwan New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $ 309,127
4.468
$ 1,381,194
USD 591,160
30.665
18,127,926
EUR 10,002
35
350,055
AUD 2,873
21.55
61,912
HKD 2,015
3.891
7,839
Non-monetary item
RMB 37,516
4.468
167,621
USD 804,287
30.665
24,663,454
HKD 618,269
3.891
2,405,686
Financial liabilities
Monetary items
USD 496,687
30.665
15,230,907
Non-monetary item
USD 8,747
30.665
268,218
December 31, 2017
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $ 194,020
4.5468
$ 882,181
USD 244,746
29.71
7,271,405
JPY 862,447
0.2622
226,134
AUD 2,817
23.07
64,988
Non-monetary item
RMB 121,305
4.5468
551,557
USD 33,191
29.71
986,094
HKD 2,605,975
3.777
9,842,767
Financial liabilities
Monetary items
USD 35,934
29.71
1,067,596

For the years ended December 31, 2018 and 2017, the total amounts of realized and unrealized net foreign exchange losses were $90,672 thousand and $(454,600) thousand, respectively. It is impractical to disclose net foreign exchange losses by each significant foreign currency because of the variety of the foreign currency transactions and functional currencies of the Group.

  • 98 -

43. SEPARATELY DISCLOSED ITEMS

Following are the additional disclosures required by the Securities and Futures Bureau for the Corporation and investees:

  • a. Financing provided to others: Table 1 (attached).

  • b. Endorsement/guarantee provided: Table 2 (attached).

  • c. Marketable securities held (excluding investments in subsidiaries, associates and joint ventures): Table 3 (attached).

  • d. Marketable securities acquired and disposed of at costs or prices at least $300 million or 20% of the paid-in capital: Table 4 (attached).

  • e. Acquisition of individual real estate at costs of at least $300 million or 20% of the paid-in capital: None.

  • f. Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital: None.

  • g. Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: Table 5 (attached).

  • h. Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital: Table 6 (attached).

  • i. Names, locations, and related information of investees on which the Corporation exercises significant influence (excluding investee companies in Mainland China): Table 7 (attached).

  • j. Derivative financial instrument transactions: Note 7.

  • k. Information on investments in Mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 8)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: Table 8.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

  • 99 -

  • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

  • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • l. Business relationships and significant intercompany transactions: Table 9 (attached).

44. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were as follows: Cement, electric power, investment, engineering, transportation, stainless steel and leasing.

  • a. Segment revenue and results

Reportable operating segments’ revenue and profits are as follows:

Cement

Electric power
Investment
Engineering
Transportation
Stainless steel
Leasing


Non-operating income and
expenses
Income before income tax
Segment Revenue
For the Year Ended
December 31
2018
2017
$ 67,339,927 $ 49,651,029
6,682,384
6,114,715
587,275
621,206
286,691
416,920
1,802,744
1,699,538
5,676,843
6,036,722

365,140

359,118

$ 82,741,004
$ 64,899,248

Segment Profit Segment Profit
For the Year Ended
December 31


2018
$ 67,339,927
6,682,384
587,275
286,691
1,802,744
5,676,843

365,140

$ 82,741,004








2018
$ 15,951,898

1,205,596

253,553

55,836

381,152

119,963

185,112

18,153,110

2,217,008

$ 20,370,118
2017
$ 5,554,248

1,038,985

358,616

(54,112)

202,375

164,860

171,744

7,436,716

1,062,443
$ 8,499,159

Segment revenue reported above represents revenue generated from external customers.

  • b. Segment assets and liabilities, and other segment information

The Group does not report segment assets and liabilities or other segment information to the chief operating decision maker. Therefore, no information is disclosed here.

  • 100 -

c. Geographical information

The Group operates principally in Taiwan and China. The Group and its subsidiaries’ revenue from external customers and information about its non-current assets by geographical location are detailed below.

Revenue from External

Revenue from External Revenue from External

China

Taiwan
Others

Customers
For the Year Ended December 31
2018
2017
$ 51,366,180 $ 35,284,969
27,647,571
25,860,444

3,727,253

3,753,835

$ 82,741,004
$ 64,899,248
Non-current Assets
**For the Year Ended December 31 **


2018
$ 51,366,180
27,647,571

3,727,253

$ 82,741,004



2018
$ 45,206,253
50,299,590

623,944

$ 96,129,787
2017
$ 49,973,176
47,329,406

656,989
$ 97,959,571

Revenue is categorized according to customers’ location. Non-current assets exclude those classified as held for sale, financial instruments, deferred tax assets, post-employment benefit assets, and assets arising from insurance contracts.

  • d. Information of major customers
Taiwan Power Company
Revenue Revenue Revenue
**For the Year Ended December 31 **
2018
Amount
%
$ 6,682,384

8
2017
Amount
%
$ 6,114,715

9
  • 101 -

TABLE 1

ASIA CEMENT CORPORATION AND INVESTEES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
1 ACCHC FENCC
YDES
Other receivables
Other receivables
Y
Y
RMB651,000
thousand
(equivalent to
NT$2,908,697
thousand)
RMB230,000
thousand
(equivalent to
NT$1,027,650
thousand)
RMB431,900
thousand
(equivalent to
NT$1,929,748
thousand)
RMB230,000
thousand
(equivalent to
NT$1,027,650
thousand)
RMB431,900
thousand
(equivalent to
NT$1,929,748
thousand)
RMB114,699
thousand
(equivalent to
NT$512,478
thousand)
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB2,417,582
thousand
(equivalent to
NT$10,801,863
thousand)
Same as above
50% of net worth
RMB6,043,955
thousand
(equivalent to
NT$27,004,657
thousand)
Same as above
2 OHC NYLC
WYXC
TZOCCL
SHYLCP
SYCPCL
CYCPCL
SLCL
SLCCL
SIYDCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB25,000 thousand
(equivalent to
NT$111,701
thousand)
RMB95,000 thousand
(equivalent to
NT$424,464
thousand)
RMB15,000 thousand
(equivalent to
NT$67,021
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB240,000
thousand
(equivalent to
NT$1,072,331
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
-
-
-
-
-
-
RMB240,000
thousand
(equivalent to
NT$1,072,331
thousand)
-
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
-
-
-
-
-
-
RMB193,000
thousand
(equivalent to
NT$862,332
thousand)
-
RMB140,000
thousand
(equivalent to
NT$625,526
thousand)
-
-
-
-
-
-
4.57%
-
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB399,973
thousand
(equivalent to
NT$1,787,097
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB999,933
thousand
(equivalent to
NT$4,467,745
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above

(Continued)

  • 102 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
3 JYDC YYDCCL
TZOCCL
HGYDC
NYLC
SIYDCCL
SLCL
CYCPCL
SLCCL
SHYLCP
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
RMB145,000
thousand
(equivalent to
NT$647,866
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB300,000
thousand
(equivalent to
NT$1,340,413
thousand)
RMB500,000
thousand
(equivalent to
NT$2,234,022
thousand)
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
RMB145,000
thousand
(equivalent to
NT$647,866
thousand)
-
-
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB400,000
thousand
(equivalent to
NT$1,787,218
thousand)
-
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB115,000
thousand
(equivalent to
NT$513,825
thousand)
RMB95,000 thousand
(equivalent to
NT$424,464
thousand)
-
-
-
RMB132,000
thousand
(equivalent to
NT$589,782
thousand)
-
RMB34,000 thousand
(equivalent to
NT$151,913
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
4.57%
4.57%
-
-
-
4.57%
-
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
20% of net worth
RMB1,116,765
thousand
(equivalent to
NT$4,989,755
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB2,791,912
thousand
(equivalent to
NT$12,474,386
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
4 NYDC SHYLCP
NYLC
SIYDCCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
-
-
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
-
-
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
-
-
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-
-
-
-
-
-
-
-
-
20% of net worth
RMB34,781
thousand
(equivalent to
NT$155,403
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB86,953
thousand
(equivalent to
NT$388,510
thousand)
Same as above
Same as above
Same as above
(Continued)
  • 103 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
5 HYDCCL WYXC
HXMC
WYCPCL
SLCL
SYCPCL
SIYDCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB115,000
thousand
(equivalent to
NT$513,825
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB170,000
thousand
(equivalent to
NT$759,567
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB130,000
thousand
(equivalent to
NT$580,846
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB40,000 thousand
(equivalent to
NT$178,722
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB150,000
thousand
(equivalent to
NT$670,207
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB80,000 thousand
(equivalent to
NT$357,444
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB24,500 thousand
(equivalent to
NT$109,467
thousand)
-
RMB105,000
thousand
(equivalent to
NT$469,145
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
-
4.57%
4.68%
-
4.57%
4.57%
-
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-

-
-
-
-
-
-
-
$ -
-
-
-
-
-
20% of net worth
RMB483,712
thousand
(equivalent to
NT$2,161,246
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB1,209,279
thousand
(equivalent to
NT$5,403,112
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
6 WYDC WYXC
WYCPCL
SYCPCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB25,000 thousand
(equivalent to
NT$111,701
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
4.57%
4.57%
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-
-
-
-
-
-
-
-
-
20% of net worth
RMB116,013
thousand
(equivalent to
NT$518,351
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB290,031
thousand
(equivalent to
NT$1,295,871
thousand)
Same as above
Same as above
Same as above
7 CYCPCL SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB13,628
thousand
(equivalent to
NT$60,891
thousand)
Same as above
50% of net worth
RMB34,070
thousand
(equivalent to
NT$152,226
thousand)
Same as above
8 HGYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB20,000 thousand
(equivalent to
NT$89,361
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB236,851
thousand
(equivalent to
NT$1,058,261
thousand)
Same as above
50% of net worth
RMB592,128
thousand
(equivalent to
NT$2,645,654
thousand)
Same as above

(Continued)

  • 104 -

(Concluded)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
9 NYLC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
$ -
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB36,830
thousand
(equivalent to
NT$164,558
thousand)
Same as above
50% of net worth
RMB92,074
thousand
(equivalent to
NT$411,391
thousand)
Same as above

Note 1: The net value was calculated based on audited financial statements as of December 31, 2018.

Note 2: The ending balance is the financing credit lines to the respective borrowers approved by the board of directors of lenders.

Note 3: The interest rate was for the year ended December 31, 2018.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2018.

  • 105 -

TABLE 2

ASIA CEMENT CORPORATION AND INVESTEES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on Each
Endorsement/
Guarantee Given on
Behalf of Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee Limit
(Note 1)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
(Note 3)
0 The Corporation AIC
DCI
FSMS
NHC
AEE
YLPPC
YSRMC
b
b
b
b
b
b
b
50% of net worth
($68,946,113)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,054,300
8,773,575
30,000
1,340,920
423,620
497,642
150,000
$ 12,039,900

8,769,975

30,000

1,339,310

422,660

497,642

150,000
$ 8,130,000

4,800,000

30,000

445,000

160,000

177,975

55,000
None
None
None
None
None
None
None
8.73
6.36
0.02
0.97
0.31
0.36
0.11
100% of net worth
($137,892,226)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS
ACM IV
b
b
50% of net worth
($6,236,401)
Same as above
50,000
216,335

50,000

214,655

-

-
None
$214,655
0.40
1.72
100% of net worth
($12,472,801)
Same as above
Y
Y
-
-
-
-
2 Asia Oriental
(Guam) L.L.C.
PEREZ - AOG,
L.L.C.
b 50% of net worth
(US$851 thousand)
(equivalent to
NT$26,085 thousand)
15,333
-

-
None - 100% of net worth
(US$1,701 thousand)
(equivalent to
NT$52,169 thousand)
Y - -
3 ACCHC PIHPL b 50% of net worth
(RMB6,043,955
thousand) (equivalent
to NT$27,004,655
thousand)
919,950
-

-
None - 100% of net worth
(RMB12,087,909
thousand) (equivalent
to NT$54,009,309
thousand)
Y - -

Note 1: The net value was calculated based on audited financial statements as of December 31, 2018.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2018.

Note 3: The relationship between guarantor and guarantee are as follows:

  • a. Firms that do business with the Corporation.

  • b. Firms of which the Corporation holds, directly or indirectly, over 50% of the voting shares.

  • 106 -

TABLE 3

ASIA CEMENT CORPORATION (EXCLUDING SUBSIDIARIES, ASSOCIATES AND JOINTLY CONTROLLED ENTITIES)

MARKETABLE SECURITIES HELD DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
The Corporation
DCI
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
Common stocks
China Conch Venture Holding
Far EasTone
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Far Eastern International Bank
KRT
Taiwan Stock Exchange Corp.
DDH
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Mega Target Return Strategy Fund of ETF Funds
ChinaAMC CSI 300 Index ETF
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Opas Fund Segregated Portfolio Tranche E
Common stocks
Industrial and Commercial Bank of China, A share
China Mobile Communications Corporation
Haitong Securities Co., Ltd.
Taiwan Cement Co., Ltd.
Hsing Ta Cement Co., Ltd.
Chunghwa Picture Tubes, Ltd.
Innolux Corporation
Pegatron Corporation
Delta Electronics Inc.
Tong Yang Industry Co., Ltd
First Financial Holding Co., Ltd.
Taiwan Semiconductor Manufacturing Co., Ltd
E Ink Holdings corporation
Casetek Holdings Limited
-
-
The same chairman
The same chairman
The same chairman
The Corporation is its director
The chairman of the Corporation is its vice-chairman
-
-
Related party in substance
-
-
The Corporation is its director
-
-
-
-
Related party in substance
Related party in substance
Related party in substance
Related party in substance
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
10,000,000
11,443,000
31,034,372
80,052,950
63,766,522
22,801,185
76,842,263
15,873,243
8,028,922
555,625
598,121
250,003
1,551,395
5
400,000
1,000,811
540,000
8,000
1,352
56,000
4,070
2,000,000
210,000
1,800,000
7,501,400
12,247,854
275,223
9,200,000
1,242,000
1,080,000
1,632,000
2,950,210
450,000
1,130,000
1,050,000
$ 135,400
1,037,426
2,371,026
1,256,831
1,645,176
1,142,339
768,423
83,040
439,664
-
24,427
3,902
22,340
-
30,200
9,608
74,065
259,519
51,698
1,716,669
151,615
47,272
61,569
52,528
267,050
169,020
171
89,424
63,839
139,860
60,139
59,004
101,475
34,070
41,317
-
0.63
0.95
5.65
7.20
9.17
2.35
5.70
1.16
0.53
0.31
0.38
1.36
0.5
-
-
0.20
-
-
-
-
-
-
0.05
0.14
3.58
-
0.09
0.05
0.04
0.28
0.02
0.00
0.10
0.25
$ 135,400
1,037,426
2,371,026
1,256,831
1,645,176
1,142,339
768,423
83,040
439,664
-
24,427
3,902
22,340
-
30,200
9,608
74,065
259,519
51,698
1,716,669
151,615
47,272
61,569
52,528
267,050
169,020
171
89,424
63,839
139,860
60,139
59,004
101,475
34,070
41,317
Note 4

(Continued)

  • 107 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
China Life Insurance Company Limited, H share
Far Eastern International Bank
Oriental Union Chemical Corp.
Far EasTone
Mega Financial Holding Co., Ltd.
Far Eastern International Bank
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Picvue Electronics Co., Ltd.
DDH
Far Eastern International Leasing Corporation
Common stocks
Far EasTone
Common stocks
Far EasTone
Common stocks
Everest Textile Co., Ltd.
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Yi Tong Fiber Co., Ltd.
Common stocks
Far Eastern International Bank
Far Eastern Department Store Ltd.
Oriental Union Chemical Corp.
Ding & Ding Management Consultants Co., Ltd.
Common stocks
Far EasTone
Ding & Ding Management Consultants Co., Ltd.
Common stocks
Far EasTone
Yamay International Development Corp.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Opas Fund Segregated Portfolio Tranche E
ChinaAMC CSI 300 Index ETF
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
The same chairman
The same chairman
The Corporation is its director
-
Same chairman with the major stockholder
The Corporation is its director
Same chairman with the major stockholder
Same chairman with the major stockholder
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
Same chairman with the major stockholder
-
The chairman of the Corporation is its vice-chairman
by the ultimate parent company
The chairman of the Corporation is its vice-chairman
Same chairman with the ultimate parent company
-
Same chairman with the major stockholder
-
The director of the Corporation is its chairman
-
Related party in substance
Related party in substance
Related party in substance
-
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
607,000
36,720,075
41,246
215,000
9,958,000
94,924,216
13,630,966
10,506,792
4,812,514
161,700
213,428
45,258,938
50,000
230,000
13,018,843
2,256,782
1,185,713
5,256,454
288,376
935,029
3,254,125
685,704
120,000
216,000
105,000
15
4,016
58,000
3,973
1,000,000
$ 39,301
367,201
1,064
16,426
258,410
949,242
214,006
271,075
241,107
-
-
602,813
3,820
17,572
151,019
58,225
18,616
41,691
2,884
14,680
83,956
8,376
9,168
900
8,022
-
153,597
1,777,978
147,992
137,158
0.01
1.12
-
0.01
0.07
2.90
0.96
1.19
1.94
0.06
0.21
10.14
-
0.01
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
-
-
-
-
-
0.37
$ 39,301
367,201
1,064
16,426
258,410
949,242
214,006
271,075
241,107
-
-
602,813
3,820
17,572
151,019
58,225
18,616
41,691
2,884
14,680
83,956
8,376
9,168
900
8,022
-
153,597
1,777,978
147,992
137,158
Note 5

(Continued)

  • 108 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
Asia Cement Pioneer Investment Ltd.
FSMS
YLT
YLSS
KCC
KCCL
Common stocks
Hsing Ta Cement Co., Ltd
First Financial Holding Co., Ltd.
Foxconn Technology Co., Ltd
Taiwan Cement Co., Ltd.
Quanta Computer Inc.
Pegatron Corporation
Taiwan Semiconductor Manufacturing Co., Ltd
Hon Hai Precision Industry Co., Ltd.
Mega Financial Holding Co., Ltd.
China Construction Bank Corporation, A share
China Life Insurance Company Limited, H share
China Mobile Communications Corporation
Far EasTone
Casetek Holdings Limited
Nan Ya Plastics Corporation
Inventec Corporation
China Life Insurance Company Limited, A share
China Life Insurance Company Limited, H share
Far Eastern International Bank
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Ding Shen Investment Co., Ltd.
Common stocks
Cementon Micronesia L.L.C.
Common stocks
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Common stocks
Far Eastern International Bank
Far EasTone
Common stocks
Far EasTone
Beneficiary certificates
iShare FTSF A50 China Index ETF
CSOP FTSE China A50 ETF
Beneficiary certificates
Allianz US High Yield Fund
Opas Fund Segregated Portfolio Tranche C
-
-
-
-
-
-
-
-
-
-
-
-
Same chairman with the major stockholder
-
-
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
The Corporation is its director
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
-
-
-
Related party in substance
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through profit or
loss - current
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
16,515,650
3,869,310
2,043,000
364,000
1,805,000
825,000
400,000
1,720,000
7,926,000
2,500,000
1,350,000
448,000
1,426,303
1,000,000
2,541,000
2,882,000
540,000
986,000
131,660,130
1,552,156
4,473,972
39,600,000
(Note 1)
10,000
350,000
2,942,886
71,099
130,000
1,123,600
300,000
97,741
1,606
$ 227,916
77,386
123,602
12,958
95,124
42,405
90,200
121,776
205,680
71,154
87,407
131,348
108,970
39,350
191,845
63,548
49,196
63,840
1,316,601
40,047
70,241
310,068
121,914
70
26,425
29,429
5,432
9,932
HK$ 12,809
thousand
HK$ 3,438
thousand
HK$ 5,231
thousand
HK$ 16,931
thousand
4.83
0.03
0.14
0.01
0.05
0.03
-
0.01
0.06
-
-
-
0.04
0.24
0.03
0.08
-
-
4.03
0.18
0.32
18.00
10.00
0.15
-
0.09
-
-
-
-
-
-
$ 227,916
77,386
123,602
12,958
95,124
42,405
90,200
121,776
205,680
71,154
87,407
131,348
108,970
39,350
191,845
63,548
49,196
63,840
1,316,601
40,047
70,241
310,068
121,914
70
26,425
29,429
5,432
9,932
HK$ 12,809
thousand
HK$ 3,438
thousand
HK$ 5,231
thousand
HK$ 16,931
thousand
Note 6

(Continued)

  • 109 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
ACSPL
OCPL
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Opas Fund Segregated Portfolio Tranche D
Common stocks
DBS Group
Guocoland Ltd.
Hong Leong Asia
INTRACO
Engro Corp Ltd.
Holcim Singapore Ltd.
Common stocks
Hiap Hoe Ltd.
-
-
Related party in substance
-
-
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
3,232,758
745,068
19,000
33,436
26,666
20,000
46,875
2,000
2,000
44,260
SGD
3,889
thousand
SGD
2,454
thousand
SGD
25,913
thousand
SGD
792
thousand
SGD
48
thousand
SGD
10
thousand
SGD
12
thousand
SGD
2
thousand
SGD
5
thousand
SGD
39
thousand
-
-
-
-
-
-
-
-
-
-
SGD
3,889
thousand
SGD
2,454
thousand
SGD
25,913
thousand
SGD
792
thousand
SGD
48
thousand
SGD
10
thousand
SGD
12
thousand
SGD
2
thousand
SGD
5
thousand
SGD
39
thousand

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items under IFRS 9 “Financial Instruments: Recognition and Measurement”.

Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair value less accumulated impairment loss; the carrying amounts of financial instruments not measured at fair values are the original cost or amortized cost less accumulated impairment loss.

Note 4: 14,500 thousand shares ($1,107,800 thousand) of the securities are pledged as collaterals for bank loans of the Corporation.

Note 5: 5,000 thousand shares ($78,500 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 6: 3,500 thousand shares ($54,950 thousand) of the securities are pledged as collaterals for bank loans of AIC.

(Concluded)

  • 110 -

TABLE 4

ASIA CEMENT CORPORATION AND INVESTEES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
(Note 1)
Financial Statement
Account
Counterparty
(Note 2)
Relationship
(Note 2)
Beginning Balance Beginning Balance Acquisition (Note 3) Acquisition (Note 3) Disposal (Note 3) Disposal (Note 3) Ending Balance
Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Gain (Loss) on
Disposal
Shares/Units Amount
ACSPL
DCI
AIC
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Financial assets at fair value
through profit or loss -
current
Financial assets at fair value
through profit or loss -
current
Financial assets at fair value
through profit or loss -
current
-
-
-
-
-
-
-
-
-
$ -

-

-
19,000
56,000
58,000
SGD 25,785
thousand

1,713,600

1,774,800
-
-
-
$ -

-

-
$ -
-
-
$ -
-
-
19,000
56,000
58,000
SGD 25,913
thousand

1,716,669

1,777,978

Note 1: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items.

Note 2: Marketable securities accounted for using equity method should fill these two columns.

Note 3: Marketable securities acquired or disposed of should be calculated separately based on market price to determine whether they are of at least NT$300 million or 20% of the paid-in capital.

Note 4: Paid-in capital is the parent company’s paid-in capital. In the case of shares issued with no par value or a par value other than NT$10 per share, the 20% paid-in capital ruling refers to 10% of equity attributable to owners of the parent company as stated in the balance sheet.

  • 111 -

TABLE 5

ASIA CEMENT CORPORATION AND INVESTEES

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
The Corporation
ACSPL
YTRMC
FMT
FDT
YSRMC
YLPPC
NHC
YLT
YTV
JYDC
YTRMC
ACSPL
YSRMC
YDC
U-Ming
U-Ming Singapore
YLT
JYDC
NHC
Alliance Concrete Singapore Pte. Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
CHC Resources Corporation
Air Liquide Far Eastern Co.
FENC
OUCC
FENC
Oriental Petrochemical (Taiwan) Co., Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
The Corporation
Far Eastern Polytex Vietnam Ltd.
The Corporation
TZOCCL
WYDC
YYDCCL
NYDC
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
Related party in substance
An investee accounted for by equity method
A subsidiary of an investee accounted for by
equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
Parent company
Related party in substance
Parent company
Related party in substance
Related party in substance
An investee accounted for by equity method
Related party in substance
An investee accounted for by equity method
Related party in substance
Parent company
Related party in substance
Parent company
Parent company
A subsidiary of an investee accounted for by
equity method
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
Sales
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Sales freight expense
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
$ (1,769,285)
(596,047)
(154,194)
(197,307)

543,364

262,477

157,617
246,326
149,387
SGD
(21,804)
thousand
SGD
26,666
thousand
(439,894)
1,769,285
399,570
(173,027)
(205,148)
(129,164)
(118,377)
(196,519)
154,194
(155,661)
(149,387)
(157,617)
VND (91,621,457)
thousand
RMB
(54,200)
thousand
RMB
(171,146)
thousand
RMB
(265,028)
thousand
RMB
(523,623)
thousand
RMB
(86,312)
thousand
(20)
(7)
(2)
(2)
6
3
2
3
2
(63)
80
(5)
22
5
(16)
(19)
(12)
(13)
(22)
24
(55)
(36)
(96)
(75)
(1)
(4)
(5)
(11)
(2)
Purchase 45 days after monthly closing
Average 30 days
Purchase 45 days after monthly closing
Average 60 days
Average 10 days
Average 30 days
Within 7 days
Purchase 45 days after monthly closing
Average 60 days
Average 30 days
Average 90 days
Purchase 45 days after monthly closing
Purchase 45 days after monthly closing
Purchase 120 days after monthly closing
Purchase 60 days after monthly closing
Purchase 75 days after monthly closing
Purchase 60 days after monthly closing
110 days
Purchase 45 days after monthly closing
Average 30 days
Purchase 45 days after monthly closing
30 days
Within 45 days
Within 7 days
Within 90 days
Average 30 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 370,183
90,525
32,382
11,771
(76,223)
-
(41,808)
-
(15,847)
SGD
7,024
thousand
SGD
(4,043)
thousand
277,818
(370,183)
(53,522)
80,563
23,472
25,272
24,810
62,014
(32,382)
28,646
15,847
41,808
VND 22,446,794
thousand
-
RMB
34,652
thousand
RMB
25,398
thousand
RMB
35,116
thousand
RMB
9,785
thousand
34
8
3
1
(5)
-
(3)
-
(1)
64
(100)
9
(30)
(4)
40
12
13
15
38
(31)
28
30
98
82
-
4
3
4
1

(Continued)

  • 112 -
Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
NYDC
NYLC
TZOCCL
WYDC
YYDCCL
HYDCCL
WYCPCL
SIYDCCL
NYLC
HYDCCL
JYLTC
WAMTC
NYDC
NYLC
HGYDC
JYDC
JYDC
JYDC
JYDC
JYDC
JYDC
HYDCCL
JYDC
JYDC
WYDC
WYCPCL
WAMTC
HGYDC
HYDCCL
SLCL
SYTCL
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
The same ultimate parent company
Parent company
Parent company
Parent company
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Sales
Sales
Sales freight expense
Sales freight expense
Purchase
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Sales freight expense
Purchase
Purchase
Sales
Sales freight expense
RMB
(37,478)
thousand
RMB
(42,629)
thousand
RMB
44,496
thousand
RMB
68,375
thousand
RMB
280,286
thousand
RMB
26,610
thousand
RMB
45,360
thousand
RMB
(280,286)
thousand
RMB
86,312
thousand
RMB
(26,610)
thousand
RMB
37,478
thousand
RMB
171,146
thousand
RMB
265,028
thousand
RMB
125,198
thousand
RMB
523,623
thousand
RMB
42,629
thousand
RMB
(125,198)
thousand
RMB
(48,031)
thousand
RMB
38,464
thousand
RMB
88,932
thousand
RMB
48,031
thousand
RMB
(81,162)
thousand
RMB
24,948
thousand
(1)
1
2
2
10
1
2
(100)
36
(14)
24
99
51
24
71
4
(8)
(3)
4
9
31
(4)
2
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
2,331
thousand
RMB
45,597
thousand
RMB
(12,988)
thousand
RMB
(12,127)
thousand
RMB
(41,298)
thousand
RMB
(2,336)
thousand
RMB
(11,784)
thousand
RMB
41,298
thousand
RMB
(9,785)
thousand
RMB
2,336
thousand
RMB
(2,331)
thousand
RMB
(34,652)
thousand
RMB
(25,398)
thousand
RMB
(33)
thousand
RMB
(35,116)
thousand
RMB
(45,597)
thousand
RMB
33
thousand
RMB
18,228
thousand
RMB
(9,064)
thousand
RMB
(19,799)
thousand
RMB
(18,228)
thousand
RMB
6,010
thousand
RMB
(4,761)
thousand
1
(5)
(8)
(7)
(24)
(1)
(7)
100
(64)
2
(11)
(95)
(47)
-
(78)
(33)
-
3
(7)
(15)
(47)
1
(11)

(Continued)

  • 113 -
Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
HGYDC
SLCL
JYLTC
SYTCL
HYDCCL
JYDC
SYTCL
SIYDCCL
JYDC
SLCL
SIYDCCL
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
The same ultimate parent company
Sales
Sales
Sales freight expense
Purchase
Sales
Sales
Sales
RMB
(88,932)
thousand
RMB
(45,360)
thousand
RMB
46,223
thousand
RMB
81,162
thousand
RMB
(44,496)
thousand
RMB
(46,223)
thousand
RMB
(24,948)
thousand
(11)
(6)
6
10
(64)
(55)
(30)
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
19,799
thousand
RMB
11,784
thousand
RMB
(5,093)
thousand
RMB
(6,010)
thousand
RMB
12,988
thousand
RMB
5,093
thousand
RMB
4,761
thousand
38
23
(8)
(9)
80
16
50

(Concluded)

  • 114 -

TABLE 6

ASIA CEMENT CORPORATION AND INVESTEES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
ACSPL
YTRMC
JYDC
NYDC
ACCHC
OHC
YTRMC
Alliance Concrete Singapore Pte. Ltd.
Far Eastern General Construction Inc.
YYDCCL
WYDC
TZOCCL
HYDCCL
JYDC
FENC (China)
Yuan Ding (Shanghai)
SIYDCCL
SLCL
A subsidiary of the Corporation
An investee accounted for by equity method
Related party in substance
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Related party in substance
Related party in substance
The same ultimate parent company
The same ultimate parent company
$ 370,183
SGD
7,024
thousand
277,818
RMB
35,116
thousand
RMB
25,398
thousand
RMB
34,652
thousand
RMB
45,597
thousand
RMB
41,298
thousand
RMB 431,900
thousand
RMB 114,699
thousand
RMB 140,000
thousand
RMB 193,000
thousand
5.3 times
5.59 times
2.17 times
10.23 times
7.37 times
7.20 times
1.53 times
5.82 times
Note 1
Note 1
Note 1
Note 1
$ -
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 370,003
SGD
5,843
thousand
155,071
RMB
35,116
thousand
RMB
25,398
thousand
RMB
34,652
thousand
RMB
45,597
thousand
RMB
41,298
thousand
-
-
RMB
20,000
thousand
-
$ -
-

-
-
-
-
-
-

-

-
-

-
(Continued)
  • 115 -
Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
JYDC
HYDCCL
HGYDC
WYDC
YYDCCL
TZOCCL
SLCL
SLCCL
SHYLCP
SLCL
HXMC
SLCL
SYCPCL
SLCL
WYCPCL
WYXC
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
RMB 115,000
thousand
RMB
95,000
thousand
RMB 132,000
thousand
RMB
34,000
thousand
RMB
60,000
thousand
RMB 105,000
thousand
RMB
24,500
thousand
RMB
50,000
thousand
RMB
30,000
thousand
RMB
90,000
thousand
RMB
25,000
thousand
RMB
60,000
thousand
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
35,000
thousand
-
RMB
20,000
thousand
RMB
1,000
thousand
-
RMB
20,000
thousand
-
-
-
-
RMB
10,000
thousand
-
$ -

-
-
-

-
-

-

-

-

-
-

-

Note 1: The accounts receivable from financing.

(Concluded)

  • 116 -

TABLE 7

ASIA CEMENT CORPORATION AND INVESTEES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
The Corporation
DCI
ACCHC
FENC
U-Ming
DCI
CHP
YDC
YYI
ACSPL
OSC
AIC
YTRMC
YLSS
FMT
FEDSDL
NHC
YDLC
YLT
AEE
EISF
YLPPC
SIHL
CSCGL
YDC
FEC
FENC
KCC
SHSTC
FSMS
U-Ming
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC Mega II Investment Ltd.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Chiayi, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Singapore
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Taipei, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
B.V.I.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Kaohsiung, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
B.V.I.
B.V.I.
B.V.I.
Investment
Textile
Marine transportation
Investment
Power plant
Investment
Investment
Cement
Broker
Investment
Ready-mixed concrete, cement -
related products
Stainless steel
Transportation
Retails
Cement, granulated blast-furnace slag
Leasing
Transportation
Engineering
Iron and steel
Cement - related products
Investment
Investment
Investment
Construction
Textile
Cement
Storage and transportation
Mining excavation, mineral
processing and sales
Marine transportation
Investment
Investment
Investment
$ 13,660,636
3,459,787
510,236
2,555,255
3,119,492
2,232,220
911,058
186,958
154,207
1,212,679
1,042,252
2,661,240
68,416
500,000

410,994
309,049
22,110
5,136
31,463
144,961
2,898
4,821,008
289,982
140,138
1,263,385
36,024
143,516
112,096
27,619
579,926
579,439
289,050
$ 13,660,636

3,459,787

510,236

2,555,255

3,119,492

2,232,220

911,058

186,958

154,207

1,212,679

1,042,252

2,661,240

68,416

500,000

410,994

309,049

22,110

5,136

31,463

144,961

2,898

-

289,982

140,138

1,263,385

36,024

231,322

112,096

27,619

579,926

579,439

289,050
1,061,209,202
1,272,277,085
331,701,152
595,576,603
280,093,521
178,707,648
155,000,803
10,495,495
135,092,154
222,039,596
159,067,779
200,000,000
29,517,188
53,250,000
26,128,171
34,640,189
5,100,000
7,970,703
3,199,823
16,241,083
90,000
331,878,315
72,989,090
103,080,349
82,812,887
1,127,000
13,345,949
1,294,270
468,486
19,600,000
19,600,000
10,000,000
67.73
23.77
39.25
99.99
59.59
35.50
29.92
99.96
18.93
100.00
99.99
100.00
99.82
25.00
99.94
43.60
51.00
98.23
40.40
83.81
100.00
7.62
14.50
33.76
1.55
49.00
14.30
99.56
0.06
100.00
100.00
100.00
$ 36,545,690
39,803,907
9,983,803
12,471,554
5,845,842
3,263,209
1,939,588
3,570,587
1,877,359
1,946,618
1,557,263
1,977,315
1,418,575
617,872
214,201
368,032
251,861
128,288
82,281
76,492
51,884
4,460,107
1,338,858
4,204,157
2,557,351
434,807
35,088
140,641
30,236
455,842
507,038
243,207
$ 11,000,630

12,028,294

1,668,840

452,716

871,315

148,412

435,943

420,624

46,790

81,038

(43,827)

124,872

197,110

71,477

(109,869)

8,181

13,760

41,576

21,265

37,302

3,442

2,156,683

148,412

833,615

12,028,294
HK$ (10,465)
thousand

(88,106)

442

1,668,840

15,498

19,267

9,642
$ 7,452,890

2,342,563

655,035

452,684

519,247

42,315

130,433

421,166

8,995

81,038

(43,827)

116,586

208,364

17,869

(109,804)

3,567

7,018

40,840

8,591

31,262

3,442

164,339

Not applicable

Not applicable

Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 117 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
DCI
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Catalyst Tranche One
CSCGL
SHSTC
PGIC
FENC
U-Ming
CSCGL
YSRMC
YTV
PYCI
AOG
FDT
FENC
YDEC
U-Ming
FENC
ACCHC
U-Ming
CSCGL
YDEC
YLPCIP
AOG
PYCI
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
DCI
B.V.I.
B.V.I.
B.V.I.
Cayman
Kaohsiung, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Hsinchu, Taiwan
Hà Tĩnh, Vietnam
Indonesia
Guam
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Taipei, Taiwan
Cayman
Taipei, Taiwan
India
Guam
Indonesia
Taipei, Taiwan
Taipei, Taiwan
Chiayi, Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taipei, Taiwan
Investment
Investment
Investment
Investment
Storage and transportation
Granulated blast-furnace slag
Textile
Marine transportation
Investment
Ready-mixed concrete
Ready-mixed concrete
Ready-mixed concrete
Investment
Transportation
Textile
Retail
Marine transportation
Textile
Investment
Marine transportation
Investment
Retail
Tunnel lining segments
Investment
Ready-mixed concrete
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
$ 289,050
575,055
123,120
872,619
333,309
36,771
15,240
1,027
282,957
69,930
201,823
61,439
175,230
30,373
40,263
160,424
1,891
31,322
50,541
38,931
266,942
20,776
8,338
66,816
621
405,473
77,446
376
2,039,879
544,135
289,050
286,263
334,065
76
$ 289,050

575,055

-

-

333,309

36,771

15,240

1,027

-

69,930

201,823

-

175,230

30,373

33,759

160,424

1,891

31,322

50,541

38,931

-

20,776

8,338

66,816

-

405,473

77,446

376

2,039,879

544,135

289,050

286,263

334,065

76
10,000,000
19,400,000
4,000
56,297,000
13,634,527
3,287,550
1,739,978
64,143
9,250,000
6,993,000
(Note 1)
(Note 1)
(Note 1)
27,892,834
4,415,299
28,914,405
50,000
1,020,000
3,161,500
3,485,997
8,368,000
4,174,292
(Note 1)
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
66,550,000
18,500,000
10,000,000
9,510,000
11,415,000
5,401
100.00
100.00
25.00
1.29
14.61
31.00
0.03
0.01
0.21
69.93
100.00
99.00
77.69
99.87
0.08
26.95
0.01
0.02
0.20
0.41
0.19
3.89
99.99
22.31
1.00
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
$ 276,156
596,541
122,662
756,511
35,849
60,232
41,281
819
124,253
68,254
208,429
48,464
40,530
740,087
112,003
566,922
1,683
31,705
69,877
30,457
112,405
81,752
2,226
11,639
490
658,429
61,241
850
1,758,890
521,076
224,136
261,126
142,357
76
$ 8,336

13,399

8

2,156,683

(88,106)

22,435

12,028,294
1,668,840

2,156,683

9,460
VND 14,660,774
thousand
IDR
(2,530,312)
thousand
US$ (1,200)
thousand

104,118

12,028,294

69,107

1,668,840

12,028,294

11,000,630

1,668,840

2,156,683

69,107
US$ (1,901)
thousand
US$ (1,892)
thousand
IDR
(2,530,312)
thousand

12,028,294

1,668,840

871,315

61,107

19,715

8,708

9,877

3,350

452,716

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation







A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation



A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 118 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
AIC
YLT
ACE
ACP
ACP II
ACP III
ACP IV
Leap
Mega
Mega II
Mega III
Mega IV
KCC
JFTL
AOG
FMT
NHC
AEE
FSMS
FDT
YSRMC
EISF
YTRMC
CSCGL
U-Ming
Opas Fund Segregated Portfolio
Company
Catalyst_207 SPC
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
KCCL
Join Fortune Trading Ltd.
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Perez-AOG, L.L.C.
Perez-Mtec-ACC, L.L.C.
Taipei, Taiwan
Taichung, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Cayman
Taipei, Taiwan
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Hong Kong
B.V.I.
Hong Kong
Hong Kong
Guam
Guam
Transportation
Cement, granulated blast-furnace slag
Engineering
Mining excavation, mineral
processing and sales
Transportation
Ready-mixed concrete
Iron and steel
Ready-mixed concrete, cement -
related products
Investment
Marine transportation
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Ready-mixed concrete
Investment
Storage and transportation
Barge transportation
Mining excavation and sales
Ready-mixed concrete
$ 176

78
116
119
110
37
15,649
53
556,895
58,840
1,531
494
266,882
1,959,250
544,689
290,967
292,032
567,556
554,533
293,393
292,743
504,078
HK$ 10
thousand
HK$ 23,140
thousand
HK$ 17,040
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
$ 176

78

116

119

110

37

15,649

53

-

58,840

1,610

494

-

-

-

-

-

-

-

-

-

-
HK$ 10
thousand
HK$ 23,140
thousand
HK$ 17,040
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
5,000
5,000
6,000
5,000
7,145
5,000
660,000
5,782
31,528,000
6,348,103
33
33
7,480,000
107,536,000
36,865,000
14,790,000
18,514,000
35,569,000
30,251,000
16,058,000
18,477,000
37,410,000
10,000
2,979,721
17,040,000
6,100,000
(Note 1)
(Note 1)
0.02
0.02
0.07
0.38
0.03
0.05
8.33
-
0.72
0.75
33.00
33.00
0.17
2.47
0.85
0.34
0.43
0.82
0.70
0.37
0.42
0.86
100.00
100.00
50.00
50.00
64.50
33.33
$ 272
80
120
125
199
44
17,191
53
423,610
299,617
1,610
493
100,481
1,445,197
495,515
198,773
248,929
478,092
406,675
215,835
248,209
502,778
HK$ 32,944
thousand
HK$ 4,816
thousand
HK$ 4,464
thousand
HK$ 543
thousand
US$ 155
thousand
US$ 1
thousand
$ 197,110

(109,869)

41,576

442

104,118

9,460

21,265

(43,827)

2,156,683

1,668,840

76

11

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683
HK$ (769)
thousand
HK$ (3,096)
thousand
HK$ (2,293)
thousand
HK$ (778)
thousand
US$ (1,892)
thousand
-

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation














A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

(Continued)

  • 119 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership

Carrying Value
ACSPL
ACCHC
OCPL
ACCHC
Alliance Concrete Singapore Pte. Ltd.
PIHPL
Singapore
Cayman
Singapore
B.V.I.
Ready-mixed concrete, leasing
Investment
Ready-mixed concrete
Investment
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
17,000,000
63,790,798
6,000,000
9,379,303
100.00
4.07
50.00
100.00
SGD
11,578
thousand
SGD
98,077
thousand
SGD
4,817
thousand
US$ 2,165,969
thousand
SGD
203
thousand
11,000,630
SGD
(1,386)
thousand
US$ 398,784
thousand
Not applicable

Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

Note 1: This is not a company limited by shares.

(Concluded)

  • 120 -

TABLE 8

ASIA CEMENT CORPORATION AND INVESTEES

INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
SHYLCP
JYDC
WYDC
SHYFCP
OHC
NYLC
NYDC
SIYDCCL
CYCPCL
JYLTC
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, clinker
and ready-mixed concrete (including
cement - related products).
It manufactures and sells cement, slag
powder and slag cement.
It manufactures and sells ready-mixed
concrete and cement - related products
Investment
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, slag
powder and slag cement.
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
It manufactures and sells ready-mixed
concrete and cement - related products
Transportation
US$15,000 (equivalent
to NT$459,975
thousand)
US$356,104 (equivalent
to NT$10,919,929
thousand)
US$36,140 (equivalent
to NT$1,108,233
thousand)
US$2,540 (equivalent to
NT$77,889 thousand)
US$130,407 (equivalent
to NT$3,998,931
thousand)
RMB60,000 (equivalent
to NT$268,083
thousand)
RMB90,000 (equivalent
to NT$402,124
thousand)
US$368,340 (equivalent
to NT$11,295,146
thousand)
US$4,100 (equivalent to
NT$125,727
thousand)
RMB12,500 (equivalent
to NT$55,851
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$11,200 (equivalent
to NT$343,448
thousand)
US$93,035 (equivalent
to NT$2,852,918
thousand)
RMB(21,013)
(equivalent to
NT$(93,887)
thousand)
US$22,081 (equivalent
to NT$677,114
thousand)
RMB(1,378) (equivalent
to NT$(6,157)
thousand)
US$1,270 (equivalent to
NT$38,945 thousand)
US$54,191 (equivalent
to NT$1,661,767
thousand)
-
-
US$67,585 (equivalent
to NT$2,072,494
thousand)
US$2,023 (equivalent to
NT$62,035 thousand)
-
$ -
-
-
-
-
-
-
-
-
-
$ -
RMB(105,745)
(equivalent to
NT$(472,473)
thousand)
RMB(2,155) (equivalent
to NT($9,629)
thousand)
-
-
-
-
RMB(4,091) (equivalent
to NT$(18,279)
thousand)
-
-
US$11,200 (equivalent
to NT$343,448
thousand)
US$93,035 (equivalent
to NT$2,852,918
thousand)
RMB(126,758)
(equivalent to
NT$(566,360)
thousand)
US$22,081 (equivalent
to NT$677,114
thousand)
RMB(3,533) (equivalent
to NT$(15,786)
thousand)
US$1,270 (equivalent to
NT$38,945 thousand)
US$54,191 (equivalent
to NT$1,661,767
thousand)
-
-
US$67,585 (equivalent
to NT$2,072,494
thousand)
RMB(4,091) (equivalent
to NT$(18,279)
thousand)
US$2,023 (equivalent to
NT$62,035 thousand)
-
RMB(30,833)
(equivalent to
NT$(140,128)
thousand)
RMB1,370,378
(equivalent to
NT$6,228,087
thousand)
RMB24,907 (equivalent
to NT$113,198
thousand)
RMB170 (equivalent to
NT$775 thousand)
RMB295,191 (equivalent
to NT$1,341,584
thousand)
RMB17,082 (equivalent
to NT$77,635
thousand)
RMB25,320 (equivalent
to NT$115,076
thousand)
RMB780,904 (equivalent
to NT$3,549,051
thousand)
RMB11,103 (equivalent
to NT$50,460
thousand)
RMB5,167 (equivalent to
NT$23,481 thousand)
72.00
68.40
72.00
0.00

72.00
68.40
52.20

72.00
72.00

70.12
RMB(22,199)
(equivalent to
NT$(100,892)
thousand)
RMB937,338 (equivalent
to NT$4,260,012
thousand)
RMB17,933 (equivalent
to NT$81,503
thousand)
RMB(14,544)
(equivalent to
NT$(66,098)
thousand)
RMB212,538 (equivalent
to NT$965,940
thousand)
RMB11,684 (equivalent
to NT$53,102
thousand)
RMB13,217 (equivalent
to NT$60,070
thousand)
RMB562,010 (equivalent
to NT$2,554,221
thousand)
RMB7,994 (equivalent to
NT$36,331 thousand)
RMB3,623 (equivalent to
NT$16,465 thousand)
RMB130 (equivalent to
NT$582 thousand)

RMB3,819,336
(equivalent to
NT$17,064,962
thousand)
RMB417,645 (equivalent
to NT$1,866,056
thousand)
-

RMB1,439,903
(equivalent to
NT$6,433,551
thousand)
RMB126,651 (equivalent
to NT$565,883
thousand)
RMB90,779 (equivalent
to NT$405,603
thousand)

RMB3,121,272
(equivalent to
NT$13,945,981
thousand)

RMB49,060 (equivalent
to NT$219,203
thousand)

RMB24,154 (equivalent
to NT$107,919
thousand)
US$800 (equivalent to
NT$24,532 thousand)
US$50,781 (equivalent
to NT$1,557,199
thousand)
RMB126,758 (equivalent
to NT$566,360
thousand)

US$4,469 (equivalent to
NT$137,042
thousand)
RMB3,533 (equivalent to
NT$15,786 thousand)
-
US$809 (equivalent to
NT$24,808 thousand)

-
-
US$27,009 (equivalent
to NT$828,231
thousand)
RMB4,091 (equivalent to
NT$18,279 thousand)
US$77 (equivalent to
NT$2,361 thousand)
-

(Continued)

  • 121 -
Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
HYDCCL
CYSPC
SYCPCL
SYTCL
YYDCCL
HGYDC
HYTCL
WYCPCL
WYXC
HZYCCL
HXMC
WAMTC
TZOCCL
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Slag powder
It manufactures and sells ready-mixed
concrete and cement - related products
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, slag powder and ready-mixed
concrete (including cement - related
products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
It manufactures and sells ready-mixed
concrete and cement - related products
Production and sales of limestone
Marine transportation
Cement - related products
US$154,800 (equivalent
to NT$4,746,942
thousand)
-
US$3,300 (equivalent to
NT$101,195
thousand)
US$3,500 (equivalent to
NT$107,328
thousand)
US$35,530 (equivalent
to NT$1,089,527
thousand)
US$86,170 (equivalent
to NT$2,642,403
thousand)
RMB13,000 (equivalent
to NT$58,085
thousand)
RMB60,000 (equivalent
to NT$268,083
thousand)
RMB90,000 (equivalent
to NT$402,124
thousand)
RMB30,000 (equivalent
to NT$134,041
thousand)
RMB10,000 (equivalent
to NT$44,680
thousand)
RMB35,500 (equivalent
to NT$158,616
thousand)
US$16,000 (equivalent
to NT$490,640
thousand)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$44,610 (equivalent
to NT$1,367,966
thousand)
RMB(5,356) (equivalent
to NT$(23,931)
thousand)
US$980 (equivalent to
NT$30,052 thousand)
US$2,970 (equivalent to
NT$91,075 thousand)
US$2,158 (equivalent to
NT$66,175 thousand)
US$14,833 (equivalent
to NT$454,854
thousand)
US$13,513 (equivalent
to NT$414,376
thousand)
RMB(4,090) (equivalent
to NT$(18,274)
thousand)
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
RMB(30,799)
(equivalent to
NT$(137,611)
thousand)
-
-
-
-
RMB(19,988)
(equivalent to
NT$(89,307)
thousand)
-
-
-
-
-
-
-
US$44,610 (equivalent
to NT$1,367,966
thousand)
RMB(36,155)
(equivalent to
NT$(161,542)
thousand)
US$980 (equivalent to
NT$30,052 thousand)
US$2,970 (equivalent to
NT$91,075 thousand)
US$2,158 (equivalent to
NT$66,175 thousand)
US$14,833 (equivalent
to NT$454,854
thousand)
US$13,513 (equivalent
to NT$414,376
thousand)
RMB(24,078)
(equivalent to
NT$(107,582)
thousand)
-
-
-
-
-
-
-
RMB292,002 (equivalent
to NT$1,327,089
thousand)
-
RMB15,096
(equivalent to
NT$68,608 thousand)
RMB1,606
(equivalent to NT$7,299
thousand)
RMB32,957
(equivalent to
NT$149,784
thousand)
RMB227,687 (equivalent
to NT$1,034,790
thousand)
RMB(445) (equivalent to
NT$(2,025) thousand)
RMB15,265 (equivalent
to NT$69,378
thousand)
RMB51,917 (equivalent
to NT$235,950
thousand)
RMB2,733 (equivalent to
NT$12,421 thousand)
RMB4,562 (equivalent to
NT$20,733 thousand)
RMB10,208 (equivalent
to NT$46,392
thousand)
RMB(1,178) (equivalent
to NT$(5,352)
thousand)

72.00
-
72.00
72.00
72.00

72.00
72.00
72.00
64.79

28.80

28.80
34.20
72.00
RMB210,241 (equivalent
to NT$955,504
thousand)
-
RMB10,869
(equivalent to
NT$49,398 thousand)
RMB1,156 (equivalent to
NT$5,255 thousand)
RMB23,729 (equivalent
to NT$107,844
thousand)
RMB163,935 (equivalent
to NT$745,049
thousand)
RMB(321) (equivalent to
NT$(1,458) thousand)
RMB10,991(equivalent
to NT$49,952)
thousand)
RMB(66,722)
(equivalent to
NT$(303,240)
thousand)
RMB787 (equivalent to
NT$3,577 thousand)
RMB1,235 (equivalent to
NT$5,614 thousand)
RMB3,475 (equivalent to
NT$15,795 thousand)
RMB(806) (equivalent to
NT$(3,661) thousand)

RMB1,741,362
(equivalent to
NT$7,780,483
thousand)
-
RMB25,863 (equivalent
to NT$115,558
thousand)

RMB28,313 (equivalent
to NT$126,503
thousand)
RMB264,000 (equivalent
to NT$1,179,563
thousand)

RMB852,665 (equivalent
to NT$3,809,744
thousand)
RMB13,236 (equivalent
to NT$59,137
thousand)
RMB48,386 (equivalent
to NT$216,190
thousand)
RMB227,414 (equivalent
to NT$1,016,094
thousand)
RMB11,927 (equivalent
to NT$53,289
thousand)

RMB3,871 (equivalent to
NT$17,295 thousand)

RMB29,870 (equivalent
to NT$133,459
thousand)
RMB51,968 (equivalent
to NT$232,194
thousand)
US$12,990 (equivalent
to NT$398,338
thousand)
RMB36,155 (equivalent
to NT$161,542
thousand)
-
-
US$992 (equivalent to
NT$30,420 thousand)

US$1,016 (equivalent to
NT$31,156 thousand)

US$1,837 (equivalent to
NT$56,332 thousand)
RMB24,078 (equivalent
to NT$107,582
thousand)
-
-

-
-

-
-
-
(Continued)
  • 122 -
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
SLCL
SLCCL
Cement, slag powder and ready-mixed
concrete (including cement - related
products)
Cement - related products
RMB600,000 (equivalent
to NT$2,680,826
thousand)
RMB20,000 (equivalent
to NT$89,361
thousand)

(2)
(2)
$ -
-
$ -
-
$ -
-
$ -
-
RMB323,124 (equivalent
to NT$1,468,531
thousand)
RMB969 (equivalent to
NT$4,403 thousand)

72.00
72.00
RMB230,469 (equivalent
to NT$1,047,433
thousand)
RMB698 (equivalent to
NT$3,170 thousand)

RMB1,105,426
(equivalent to
NT$4,939,090
thousand)
RMB(14,652)
(equivalent to
NT$(65,465)
thousand)
$ -
-
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2018
Investment Amounts Authorized by Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
US$481,069 (Note 3)
(equivalent to NT$14,751,981 thousand)
RMB(194,615)
(equivalent to NT$(869,548) thousand)
US$2,261,757
(equivalent to NT$69,356,778 thousand)
(Note 4)

Note 1: The accrual is based on the financial statements audited by independent auditors.

Note 2: The investor companies were incorporated in Mainland China by a company (2) (ACCHC) which was incorporated in the area other than Taiwan and Mainland China in order to invest in Mainland China.

Note 3: As of December 31, 2018 accumulated investment in China Shanshui Cement Group Ltd which listed at HKEx for managing finance purpose was US$150,620 thousand included in Accumulated Outward Remittance for Investment in Mainland China.

Note 4: The Corporation obtained certificate No. 10620435220 from Industrial Development Bureau, Ministry of Economic Affairs, according to the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”, the accumulation of fund is not limited.

Note 5: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of December 31, 2018 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2018

(Concluded)

  • 123 -

TABLE 9

ASIA CEMENT CORPORATION AND INVESTEES

BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars)

Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
0 The Corporation PEREZ-AOG, L.L.C.
KCC
YTRMC
ACSPL
AIC
YSRMC
DCI
1
1
1
1
1
1
1
1
1
1
1
Sales
Sales
Accounts receivable
Sales
Guarantee deposits
Accounts receivable
Sales
Other revenue
Accounts receivable
Sales
Other revenue
$ 19,327
24,496
370,183
1,769,285
590,803
90,525
596,047
29,507
32,382
154,194
16,806
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
2
-
-
1
-
-
-
-
1 YTRMC YTV 1 Other receivables 35,778 Based on regular terms -
2 AEE YLT 3 Sales 32,297 Based on regular terms -
3 NHC The Corporation 2
2
Accounts receivable
Sales
15,847
149,387
Based on regular terms
Based on regular terms
-
-
4 YLT The Corporation 2
2
Accounts receivable
Sales
41,808
157,617
Based on regular terms
Based on regular terms
-
-
5 FSMS The Corporation 2 Sales 30,985 Based on regular terms -
6 FMT The Corporation
YTRMC
NHC
FDT
2
2
3
3
1
1
Accounts receivable
Sales
Sales
Sales
Other revenue
Sales
18,306
83,325
41,518
14,691
22,081
60,897
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
7 FDT The Corporation
FMT
YLSS
2
2
2
3
Sales
Accounts receivable
Sales
Sales
12,286
22,804
79,727
24,657
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
8 SHYLCP JYDC 3 Sales 28,039 Based on regular terms -
(Continued)
  • 124 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
9 OHC SIYDCCL
SLCL
3
3
3
3
Interest revenue
Other receivables
Interest revenue
Other receivables
$ 21,451
626,399
32,458
863,535
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
10 SYTCL SIYDCCL
SLCL
3
3
3
3
Accounts receivable
Sales
Accounts receivable
Sales
21,271
113,382
22,757
210,076
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
11 SIYDCCL SLCL
CYCPCL
1
1
3
3
Accounts receivable
Sales
Accounts receivable
Sales
26,853
368,864
18,884
55,380
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
12 CYCPCL SYCPCL
SIYDCCL
SLCL
3
3
3
3
3
Accounts receivable
Sales
Other receivables
Other receivables
Sales
16,287
16,084
44,742
44,742
11,048
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
13 JYLTC JYDC
NYDC
HGYDC
2
2
3
3
Accounts receivable
Sales
Sales
Sales
58,029
202,225
59,006
34,447
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
14 JYDC The Corporation
SHYLCP
SIYDCCL
SLCL
SLCCL
WYDC
NYLC
NYDC
TZOCCL
YYDCCL
HYDCCL
2
3
3
3
3
3
3
3
3
1
1
1
1
3
3
3
3
3
3
3
3
3
3
Sales
Interest revenue
Other receivables
Other revenue
Interest revenue
Other receivables
Other receivables
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
Interest revenue
Other receivables
Accounts receivable
Sales
Interest revenue
Other receivables
Accounts receivable
Sales
Accounts receivable
Sales
246,326
11,873
268,687
15,340
53,833
595,470
152,125
113,480
1,204,498
10,416
170,332
43,719
392,270
19,267
425,548
154,826
777,824
26,624
516,259
156,900
2,379,761
203,729
193,738
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
1
-
-
-
3
-
-
(Continued)
  • 125 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
15 WYDC SYCPCL
SLCL
JYDC
WYCPCL
WYXC
HYDCCL
3
3
3
3
3
1
1
3
3
3
Other receivables
Interest revenue
Other receivables
Other revenue
Other receivables
Other receivables
Sales
Interest revenue
Other receivables
Prepayment for purchases
$ 134,228
18,972
402,685
11,161
11,686
111,857
11,726
12,648
268,457
118,448
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
16 WYXC WYDC 3 Sales 13,494 Based on regular terms -
17 NYLC JYDC 2
2
Accounts receivable
Sales
10,436
120,938
Based on regular terms
Based on regular terms
-
-
18 NYDC SIYDCCL
SLCL
JYDC
3
3
2
2
Other receivables
Other receivables
Accounts receivable
Sales
44,742
44,742
184,523
1,273,843
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
2
19 HYTCL WYDC
HYDCCL
3
2
Sales
Sales
12,966
52,054
Based on regular terms
Based on regular terms
-
-
20 HYDCCL SYCPCL
SIYDCCL
SLCL
JYDC
WYCPCL
WYDC
WYXC
3
3
3
3
3
3
3
3
3
1
1
Other receivables
Sales
Interest revenue
Other receivables
Sales
Accounts receivable
Sales
Other revenue
Sales
Other receivables
Sales
44,742
28,334
25,662
469,800
92,146
81,445
218,292
25,793
569,001
45,130
31,460
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
1
-
-
21 HGYDC SIYDCCL
SLCL
JYDC
HYDCCL
3
3
3
3
3
3
Other receivables
Other receivables
Accounts receivable
Sales
Accounts receivable
Sales
89,486
223,714
52,652
206,153
88,464
404,177
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
22 TZOCCL JYDC 3 Sales 28,241 Based on regular terms -
23 SLCL SYCPCL 3
3
Accounts receivable
Sales
62,990
80,710
Based on regular terms
Based on regular terms
-
-
(Continued)
  • 126 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
24 SLCCL SLCL 2 Other revenue $ 13,865 Based on regular terms -
25 AOG PEREZ-AOG, L.L.C. 1
1
Long-term lease receivable
Accounts receivable
17,104
13,232
Based on regular terms
Based on regular terms
-
-
  • Note: 1. Parent to subsidiary.

  • Subsidiary to parent.

  • Between subsidiaries.

(Concluded)

  • 127 -

Asia Cement Corporation

Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders 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, 2018 and 2017, 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 (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2018 and 2017, 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, 2018. 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, 2018 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Corporation’s subsidiaries use judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on their historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Where the actual future cash flows are less than expected, a material impairment loss may arise. Because the key assumptions and inputs used for measuring expected credit losses on trade receivables represent an area of significant judgement and uncertainty, we considered the estimated impairment of trade receivables as one of the key audit matters.

  • 1 -

The corresponding audit procedures for estimated impairment of trade receivables of subsidiaries are as follows:

  1. We obtained an understanding and performed tests on the management’s estimation of impairment of trade receivables and of the design and execution of relevant internal controls.

  2. We evaluated the reasonableness of allowance for impairment loss by testing the aging of trade receivables and by quantifying the potential risk on overdue balances at the balance sheet date.

  3. We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.

  4. 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 an independent qualified professional appraiser, a member of the ROC certified real estate appraisers. Refer to Notes 5 and 17. Because the valuation of investment properties represents an area of significant judgement and uncertainty, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures for fair value measurement of investment properties are as follows:

  1. We assessed the competencies and independence of the appraiser engaged by management and obtained an understanding of the scope of the work and the process of engagement acceptance to evaluate the risk of impairment of the appraiser’s independence and the limitation in the scope of the appraiser’s work.

  2. We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.

  3. We tested samples of items from management’s supporting documents, including the reasonableness of effective gross income, expenses, and ownerships of land and buildings used in the valuation process and reperformed the calculation of the fair value of investment properties.

Emphasis of Matter

The Corporation’s and its subsidiaries’ investments in China Shanshui Cement Group Limited (CSCGL), which was previously recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Corporation and its subsidiaries reported a provisional amount of NT$2,789,230 thousand for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Corporation’s and its subsidiaries’ investment in CSCGL. The Corporation will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained from facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date. Refer to Notes 8 and 15. Our opinion is not qualified in respect of this matter.

  • 2 -

Other Matter

The financial statements of CSCGL, an associate accounted for using equity method, were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for CSCGL, is based solely on the reports of other auditors. As of December 31, 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$10,215,045 thousand, representing 5% of the total assets. For the year ended December 31, 2018, the share of profit or loss of CSCGL was NT$376,472 thousand, representing 2% of the income before income tax.

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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

  5. 3 -

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.

  1. 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 achieves fair presentation.

  2. 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 company 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, 2018 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 this independent auditors’ report are Kuo, Li Wen and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China

March 21, 2019

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.

  • 4 -

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASIA CEMENT CORPORATION

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 32)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 34)
Available-for-sale financial assets - current (Notes 9 and 34)
Financial assets at amortized cost - current (Notes 6, 11 and 32)
Debt investments with no active market - current (Notes 6, 12 and 32)
Notes receivable
Third parties
Trade receivables
Third parties (Note 13)
Related parties (Notes 13 and 32)
Other receivables (Note 32)
Current tax assets (Note 28)
Inventories (Note 14)
Prepayments (Note 19)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 15 and 34)

Financial assets at fair value through other comprehensive income - non-current (Note 8)
Available-for-sale financial assets - non-current (Note 9)
Financial assets measured at cost - non-current (Note 10)
Property, plant and equipment (Notes 16 and 34)
Investment properties (Notes 17, 32 and 34)
Intangible assets (Note 18)
Deferred tax assets (Note 28)
Long-term prepayments for leases (Note 19)
Other non-current assets (Notes 20, 24 and 32)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term bills payable (Note 21)

Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 26)
Accounts payable and accrued expenses
Third parties
Related parties (Note 32)
Dividends and bonuses payable
Current tax liabilities (Note 28)
Customers' deposits and advances
Deferred revenue - current (Note 23)
Current portion of long-term liabilities (Note 22)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 22)
Long-term borrowings (Note 22)
Provisions - non-current (Note 23)
Deferred tax liabilities (Note 28)
Deferred revenue - non-current (Note 23)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 25 and 28)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2018
Amount
%
$ 3,165,795
2
1,172,826
1
2,371,026
1
-
-
462,275
-
-
-
95,212
-
474,070
-
520,982
-
29,495
-
9,022
-
1,663,395
1
188,456
-

12,125

-


10,164,679

5

125,632,890
65
5,386,142
3
-
-
-
-
4,374,050
2
41,689,694
22
8,344
-
12,603
-
369,801
-

5,192,895

3

182,666,419

95

$ 192,831,098
100

$ 11,437,104
6
268,218
-
40,661
-
1,415,215
1
188,104
-
214,593
-
8,477
-
-
-
75,912
-

4,000,000

2


17,648,284

9

12,192,567
6
15,025,011
8
98,000
-
9,020,630
5
923,805
-

30,575

-


37,290,588

19


54,938,872

28


33,614,472

17


1,362,554

1

15,615,380
8
63,945,145
33

20,358,461

11


99,918,986

52


2,996,214

2

137,892,226

72

$ 192,831,098
100
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
-

-
-

49,701
-

68,085
-

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

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

  • 5 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 26 and 32)

OPERATING COSTS (Notes 14, 26, 27 and 32)

GROSS PROFIT
REALIZED GROSS PROFIT ON SALES TO
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT
OPERATING EXPENSES
Administrative expenses (Notes 27 and 32)
Expected credit loss (Note 13)

Total operating expenses

OPERATING (LOSS) INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 27)
Other gains and losses (Note 27)
Finance costs (Note 27)
Share of profit or loss of subsidiaries and associates
Total non-operating income and expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE (BENEFIT) (Note 28)

NET INCOME FOR THE YEAR

OTHER COMPREHENSIVE INCOME, NET
Items that will not be reclassified subsequently to
profit or loss:
Unrealized loss on investments in equity
instruments at fair value through other
comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive income of
subsidiaries and associates

2018
Amount
%
$ 8,732,236 100

8,479,146
97

253,090
3

3,444

-

256,534
3
649,813
8

694

-


650,507

8


(393,973)
(5)

592,445
7
(641,800) (7)
(331,984) (4)

12,970,044
148


12,588,705
144

12,194,732 139

1,077,638
12


11,117,094
127

(9)
-
265,965
3

1,426,545
17


1,692,501
20
2017































Amount
%
$ 8,186,867 100

7,525,121
92

661,746
8

9,181

-

670,927
8

522,645
6

-

-

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

(Continued)

  • 6 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Unrealized gain on available-for-sale financial
assets

Share of other comprehensive income of
subsidiaries and associates


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 29)
Basic
Diluted
2018
Amount
%
$ -
-

1,758

-


1,758

-


1,694,259
20

$ 12,811,353
147

$ 3.54
$ 3.49
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



The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 21, 2019)

(Concluded)

  • 7 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends - $0.9 per share
Changes in capital surplus from investments in subsidiaries and
associates 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 changes in equity from investments in subsidiaries and
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective restatement
BALANCE AT JANUARY 1, 2018, AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends - $1.2 per share
Equity component of convertible bonds issued by the
Corporation
Changes in capital surplus from investments in subsidiaries and
associates accounted for using equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
Other changes in equity from investments in subsidiaries and
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Capital Stock Issued
Shares
Amount
Capital Surplus
3,361,447 $ 33,614,472 $ 1,167,881

-
-
-
-
-
-
-
-
-
-
-
811
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,168,692

-

-

-

3,361,447
33,614,472
1,168,692
-
-
-
-
-
-
-
-
-
-
-
185,411
-
-
8,451
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,362,554
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

1,713,459

15,068,480
63,001,957
17,839,296
546,900
-
(546,900 )
-
943,188
(943,188 )
-
-
(4,033,736 )
-
-
-
-
-
-
-
-
11,117,094
-
-
351,764
-
-
(3,408,697 )

-

-

(17,172)

$ 15,615,380
$ 63,945,145
$ 20,358,461
Other Equity Other Equity Total
$ (3,718,689 )

-

-

-

-

-

2,174,816

-


(1,543,873 )

(211,105)


(1,754,978 )

-

-

-

-

-

-

1,342,495

3,408,697

-

$ 2,996,214
Total Equity
$ 122,663,077
-
-
(3,025,302 )
811
5,469,007
2,426,739

(98,767)
127,435,565

1,502,354
128,937,919
-
-
(4,033,736 )
185,411
8,451
11,117,094
1,694,259
-

(17,172)
$ 137,892,226












Unrealized Gain
(Loss) on
Exchange
Unrealized Gain Financial Assets
Differences on
(Loss) on
at Fair Value
Translating
Available-for-
Through Other
Foreign
sale Financial
Comprehensive
Operations
Assets
Income
$ (44,313 ) $ (4,023,554 ) $ -


-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
(2,593,840 )
4,751,621
-

-

-

-

(2,638,153 )
728,067
-

-

(728,067)

516,962

(2,638,153 )
-
516,962

-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
(3,211 )
-
1,343,257

-
-
3,408,697

-

-

-

$ (2,641,364)
$ -
$ 5,268,916
Gains on
Property
Revaluation
$ 307,728
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
-
-
-

-

$ 307,728
Cash Flow
Hedge
$ 41,450

-

-

-

-

-

17,035

-


58,485

-


58,485

-

-

-

-

-

-

2,449

-

-

$ 60,934








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

-

3,361,447

-

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

-


3,361,447

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

(With Deloitte & Touche auditors’ report dated March 21, 2019)

  • 8 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit or loss of subsidiaries and associates

Depreciation expenses
Dividend income
Finance costs
Loss (gain) on changes in fair value of investment properties
Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Interest income
Write-downs of inventories
Unrealized loss on foreign exchange
(Gain) loss on disposal of property, plant and equipment
Realized gross profit on sales to subsidiaries and associates
Amortization expenses
Expected credit loss recognized on trade receivables
Effect of changes in exchange rate of bonds payable
Gain on disposal of available-for-sale financial assets
Reversal of impairment loss on trade receivables
Other items
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Net defined benefit assets
Contract liabilities
Accounts payable and accrued expenses
Provisions
Customers' deposits and advances
Deferred revenue

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

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at amortized cost
Acquisition of property, plant and equipment
2018
$ 12,194,732
(12,970,044)
464,781
(405,773)
331,984
331,211
(171,737)
(114,003)
52,791
44,425
(4,053)
(3,444)
3,297
694
300
-
-
-
7,091
(238,962)
1,322
(396,116)
(52,997)
(3,798)
(37,657)
(9,040)
189,552
48,000
-

(68,085)

(805,529)
112,952
4,296,112
(336,387)

(11,234)


3,255,914

2,096,122
(194,754)
2017
$ 5,401,379

(5,231,593)

641,963

(297,566)

331,552

(380,386)

(10,900)

(57,841)

-

257,339

79

(9,181)

3,438

-

(7,470)

(34,961)

(254)

4,409

32,810

(28,858)

(12,540)

(25,003)

52,336

(223)

(20,774)

-

(53,426)

-

(12,146)

(68,085)

474,098

57,546

3,105,652

(325,003)

(2,267)

3,310,026

-

(172,142)
(Continued)
  • 9 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Increase in refundable deposits

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of investment properties
Increase in debt investments with no active market
Increase in long-term prepayments for investment
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Repayments of bonds
Dividends paid
Increase in short-term bills payable
Decrease in guarantee deposits received

Net cash (used in) generated from financing activities

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

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
2018
$ (33,377)
4,059
(2,693)
(1,269)
-
-
-

-


1,868,088

(18,588,000)
15,033,000
6,574,843
(4,089,430)
(4,033,715)
2,310,000

(1,010)


(2,794,312)


20,179

2,349,869

815,926

$ 3,165,795
2017
$ (720,804)

-

(2,099)

(48,967)

(1,872,833)

(1,911,179)

(899,109)

286,209

(5,340,924)
(17,700,000)

18,588,000

-

-

(3,025,272)

2,990,000

(400)

852,328

(124,655)

(1,303,225)

2,119,151
$ 815,926

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 21, 2019) (Concluded)

  • 10 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ASIA CEMENT CORPORATION

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s shares have been listed on the Taiwan Stock Exchange since June 1962.

In June 1992 and September 1996, certain shares of the Corporation were sold by Far Eastern New Century Corporation (FENC) in the form of global depositary shares (GDSs). Such GDSs have been quoted through the SEAQ system of the London Stock Exchange and traded through the portal system of the National Association of Securities Dealers, Inc. As of December 31, 2018, the issued and outstanding GDSs aggregated 17,072 units, representing 170,717 shares of the Corporation.

The financial statements are presented in the Corporation’s functional currency, New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors and authorized for issue on March 21, 2019.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Corporation’s accounting policies:

  • 1) IFRS 9 “Financial Instruments” and related amendments

IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Refer to Note 4 for information relating to the relevant accounting policies.

Classification, measurement and impairment of financial assets

On the basis of the facts and circumstances that existed as of January 1, 2018, the Corporation has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.

  • 11 -

The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Corporation’s financial assets and financial liabilities as of January 1, 2018.

Financial Assets
Cash and cash equivalents
Mutual funds

Equity securities


Time deposits with
original maturities of
more than 3 months

Notes receivable, trade
receivables and other
receivables (including
related parties)
Measurement Category
IAS 39
IFRS 9
Loans and receivables
Amortized cost

Held‑ for‑ trading
Mandatorily at FVTPL
Available‑ for‑ sale
Mandatorily at FVTPL
Available‑ for‑ sale
FVTOCI - equity
instruments
Loans and receivables
Amortized cost
Loans and receivables
Amortized cost
Carrying Amount
IAS 39
IFRS 9
Remark
$ 815,926 $ 815,926
-
171,500
171,500
-
782,286
782,286
a)
11,454,034
11,873,357
a)
2,596,386
2,596,386
-
899,935
899,935
-
Financial Assets
IAS 39 Carrying
Amount as of
January 1, 2018
R
FVTPL
$ 171,500

Add: Reclassification from
available-for-sale (IAS 39) -
required reclassification

-


171,500

FVTOCI
Equity instruments
-
Add: Reclassification from
available-for-sale (IAS 39)

-


-

$ 171,500
eclassifications R
$ -


782,286


782,286

-

11,454,034


11,454,034

$ 12,236,320
emeasurements
IFRS 9 Carrying
Amount as of
January 1, 2018
Retained
Earnings
Effect on
January 1, 2018
Other Equity
Effect on
January 1, 2018
Remark
$ -
$ 171,500
$ -
$ -

-

782,286

183,322

(183,322 )
a)

-

953,786

183,322

(183,322)
-
-
-
-

419,323

11,873,357

759,639

(340,316)
a)

419,323

11,873,357

759,639

(340,316)
$ 419,323
$ 12,827,143
$ 942,961
$ (523,638)
  • a) The Corporation elected to classify its investments in equity securities previously classified as available-for-sale under IAS 39 as partly at FVTPL and partly at FVTOCI under IFRS 9. As a result, the related other equity - unrealized gain (loss) on available-for-sale financial assets was reclassified to retained earnings in the amount of $183,322 thousand and to other equity - unrealized gain (loss) on financial assets at FVTOCI in the amount of $3,458,455 thousand.

Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $419,323 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018.

The Corporation recognized impairment loss under IAS 39 on certain investments in equity securities measured at cost and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of $759,639 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of $759,639 thousand in retained earnings on January 1, 2018.

Adjustments Adjustments Retained
IAS 39 Carrying Arising from IFRS 9 Carrying Earnings Other Equity
Amount as of Initial Amount as of Effect on Effect on
January 1, 2018 Application January 1, 2018
January 1, 2018

January 1, 2018

Remark
Investments accounted for $ 109,772,422 $
477,945
$ 110,250,367 $ 165,412 $ 312,533 b)
using equity method
  • b) As a result of the associates’ retrospective application of IFRS 9, there was an increase in investments accounted for using equity method of $477,945 thousand, an increase in other equity - unrealized gain (loss) on financial assets at FVTOCI of $312,533 thousand and an increase in retained earnings of $165,412 thousand on January 1, 2018

  • 12 -

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendments

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers and supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations. Refer to Note 4 for related accounting policies

The impact on assets, liabilities and equity of retrospective application of IFRS 15 on January 1, 2018 is detailed below:

Carrying
Amount as of
January 1, 2018
Impact on assets, liabilities and equity


Investments accounted for using equity
method
$ 109,772,422

Unappropriated earnings
$ 16,125,837
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2018


$ 605,086
$ 110,377,508
$ 605,086
$ 16,730,923
  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

IFRS 16 “Leases”

Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”

Amendments to IAS 28 “Long-term Interests in Associates and Joint
Ventures”

IFRIC 23 “Uncertainty over Income Tax Treatments”
Effective Date
Announced by IASB (Note 1)
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.

  • Note 3: The Corporation shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

  • 1) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

Definition of a lease

Upon initial application of IFRS 16, the Corporation will elect to apply IFRS 16 only to contracts entered into or changed on or after January 1, 2019 and identified as lease contracts or contracts that contain a lease under IFRS 16. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

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The Corporation as lessee

Upon initial application of IFRS 16, the Corporation will recognize right-of-use assets and lease liabilities for all leases on the balance sheets expect for those whose payments under low-value asset and short-term leases will be recognized as expenses on a straight-line basis. On the parent company only statements of comprehensive income, the Corporation will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the parent company only statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Cash flows for operating leases are classified within operating activities on the parent company only statements of cash flows.

The Corporation will apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities for leases currently classified as operating leases under IAS 17 will be recognized on January 1, 2019. Lease liabilities will be measured at the present value of the remaining lease payments, discounted at the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities. The Corporation will apply IAS 36 to all right-of-use assets assess impairment.

The Corporation expects to apply the following practical expedients:

  • a) The Corporation will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • b) The Corporation will use hindsight, such as in determining lease terms, to measure lease liabilities.

The Corporation as lessor

The Corporation will not make any adjustments to leases in which it is the lessor and will account for those leases under IFRS 16 starting from January 1, 2019.

Anticipated impact on assets, liabilities and equity

Carrying Carrying Adjustments Adjustments Adjusted Adjusted
Amount as of Arising from Carrying
December 31, Initial Amount as of
2018 Application January 1, 2019
Right-of-use assets $ -
$ 553,768 $ 553,768
Prepayments for leases - current 35,331 (25,879) 9,452
Prepayments for leases - non-current 369,801
(351,685) 18,116
Total effect on assets $ 405,132
$ 176,204 $ 581,336
Lease liabilities - current $ -
$
81,737
$ 81,737
Lease liabilities - non-current -
94,467 94,467
Total effect on liabilities $ -
$ 176,204 $ 176,204
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  • 2) IFRIC 23 “Uncertainty over Income Tax Treatments”

IFRIC 23 clarifies that when there is uncertainty over income tax treatments, the Corporation should assume that the taxation authority will have full knowledge of all related information when making related examinations. If the Corporation concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the Corporation should determine the taxable profit, tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatments used or planned to be used in its income tax filings. If it is not probable that the taxation authority will accept an uncertain tax treatment, the Corporation should make estimates using either the most likely amount or the expected value of the tax treatment, depending on which method the entity expects to better predict the resolution of the uncertainty. The Corporation has to reassess its judgments and estimates if facts and circumstances change.

Except for the above impacts, as of the date the financial statements were authorized for issue, the Corporation assessed that the application of the aforementioned amendments would not have any material impact on the Corporation’s financial position and financial performance.

  • c. New amended and revised standards and interpretations in issue but not yet endorsed and issued into effect by the FSC (collectively, the “New IFRSs”)

effect by the FSC (collectively, the “New IFRSs”)
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between An Investor and Its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB (Note 1)
January 1, 2020 (Note 2)
To be determined by IASB
January 1, 2021
January 1, 2020 (Note 3)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Corporation shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Corporation’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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  • b. Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for financial instruments and investment properties which are measured at fair value, investment properties, and net defined benefit assets which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing its parent company only financial statements, the Corporation used equity method to account for its investment in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatment between parent company only basis and consolidated basis were made to investments accounted for using equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income or loss of subsidiaries and associates and related equity items, as appropriate, in the parent company only financial statements.

The properties were leased out to subsidiaries for their operation, and are classified as property plant and equipment in consolidated financial statements. Under IFRSs, these properties are classified as investment properties in parent company only financial statements. In 2014, the subsequent measurement of investment properties were changed from cost less accumulated depreciation model to fair value model.

In order for the amounts of the net profit for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Corporation in its consolidated financial statements, the investment properties leased out to entities were measured at fair value model with the decrease in total equity and net profit for the year recorded in “investments accounted for using equity method” and “share of profit or loss of subsidiaries and associates”.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within twelve months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

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  • b. Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the parent company only financial statements are authorized for issue; and

  • c. Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

Foreign Currencies

In preparing the parent company only financial statements, transactions in currencies other than the Corporation’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purpose of presenting parent company only financial statements, the assets and liabilities of the Corporation’s foreign operations (including subsidiaries and associates in other countries that use currencies which are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

Investment in Subsidiaries

The Corporation uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Corporation.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of profit or loss and other comprehensive income (loss) of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries.

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Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

Any excess of the cost of acquisition over the Corporation’s share of net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes the reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Corporation loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Corporation had directly disposed of the related assets or liabilities.

Profits or losses resulting from downstream transactions are eliminated in full only in the parent company only financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Corporation.

Investment in Associates

An associate is an entity over which the Corporation has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Corporation uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of equity of associates.

Any excess of the cost of acquisition over the Corporation’s share of net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

If the measurement of the fair values of the identifiable net assets and liabilities of an associate acquired in stage is incomplete by the end of the reporting period, the Corporation reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period does not exceed 1 year from the acquisition date.

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When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using equity method is insufficient, the shortage is debited to retained earnings.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Corporation transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the parent company only financial statements only to the extent of unrelated parties’ interests in the associate.

The Corporation’s share of comprehensive income of associates is recognized using the treasury stock method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Corporation are treated as treasury stocks and are deducted from the outstanding shares in computing basic earnings per share.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss. Major renewals and betterments are capitalized, while maintenance and repairs are expensed currently.

Properties in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation is recognized using the fixed-percentage-on-declining-balance method or the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

Investment Properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are measured initially at cost, including transaction costs, and are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.

For a transfer from property, plant and equipment to investment property at the end of owner-occupation, any difference between the fair value and the carrying amount of the property at the date of transfer is recognized in other comprehensive income.

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On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

Intangible Assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

Impairment of Tangible and Intangible Assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

Financial Instruments

Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

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  • a. Measurement category

2018

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

  • 1) Financial assets at FVTPL

Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 31.

  • 2) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • a) The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and

  • b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables, other receivables and debt instruments at amortized cost, are measured at amortized cost, which is the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.

Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • 3) Investments in equity instruments at FVTOCI

On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

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Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.

  • 1) Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when such financial assets are held for trading.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on the financial asset. Fair value is determined in the manner described in Note 31.

  • 2) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Fair value is determined in the manner described in Note 31.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets (relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments) are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

  • 3) Loans and receivables

Loans and receivables (including cash and cash equivalents, debt investments with no active market, trade receivables and other receivables) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

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Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b. Impairment of financial assets

2018

The Corporation recognizes allowance for expected credit loss (ECL) on financial assets at amortized cost (including trade receivables) as well as lease receivables at the end of each reporting period.

The Corporation’s policy is to always recognize allowance for lifetime ECL on trade receivables. For all other financial instruments and lease receivables, the Corporation will recognize lifetime ECL when there is a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Corporation will measure the allowance for loss on that financial instrument at an amount equal to 12-month ECL.

ECL is the weighted average of credit losses estimated by using assigned levels of risks of defaults occurring as the weights. Lifetime ECL represents the expected credit loss that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible to occur within 12 months after the reporting date.

Impairment loss on all financial instruments is recognized with a corresponding adjustment to their carrying amount through a loss allowance account.

2017

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets measured at amortized cost, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. The amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For any available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

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For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account.

  • c. Derecognition of financial assets

The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

Financial liabilities

  • a. Subsequent measurement

Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities are held for trading and are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividends paid on the financial liability. Fair value is determined in the manner described in Note 31.

  • b. Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Convertible bonds

The component parts of compound instruments (i.e. convertible bonds) issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

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On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the liability component are included in the carrying amount of the liability component. Transaction costs relating to the equity component are recognized directly in equity.

Derivative financial instruments

The Corporation enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including cross-currency swap contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the mixed contracts are not measured at FVTPL.

Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows

Revenue Recognition

2018

The Corporation identifies the contract with the customers, identifies the performance obligations in the contract, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

  • 25 -

When another party is involved in providing goods or services to a customer, the Corporation is a principal if it controls the specified good or service before that good or service is transferred to a customer; otherwise, the Corporation is acting as an agent. The principal recognizes revenues and costs associated with providing the goods or services at the gross amount, while an agent recognizes revenue at the net amount. When a specified good or service is a distinct good or service, the Corporation determines whether it is a principal or an agent for each specified good or service.

The Corporation is a principal if it obtains control of any one of the following:

  • a. Before the good or another asset transfers to the customer, the Corporation acquire the good or the control of asset from another party.

  • b. The right to a service to be performed by another party which gives the Corporation the ability to direct that party to provide the service to the customer on its behalf.

  • c. A good or service from another party that it then combines with other goods or services in providing a specified good or service to the customer.

Indicators to support the Corporation’s assessment of whether it controls a specified good or service include, but are not limited to, the following:

  • a. The Corporation is primarily responsible for fulfilling the promise to provide the specified good or service.

  • b. The Corporation has inventory risk before or after the specified good or service is transferred to the customer.

  • c. The Corporation has discretion in establishing the price of the specified good or service.

2017

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowances for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.

  • a. Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • 1) The Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • 2) The Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • 3) The amount of revenue can be measured reliably;

  • 4) It is probable that the economic benefits associated with the transaction will flow to the Corporation; and

  • 5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • 26 -

  • b. Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and effective interest rate applicable.

Leasing

When the Corporation is lessor, rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. When the Corporation is lessee, operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Employee Benefits

  • a. Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Corporation’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • c. Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Corporation can no longer withdraw the offer of the termination benefit and when the Corporation recognizes any related restructuring costs.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • a. Current tax

According to the Income Tax Law, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

  • 27 -

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

b. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company only financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties measured using the fair value model are non-depreciable assets, or are held under a business model whose objective is not to consume substantially all of the economic benefits embodied in the assets over time, the carrying amounts of such assets are presumed to be recovered entirely through sale.

  • c. Current tax and deferred tax for the year

Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current tax and deferred tax are also recognized in other comprehensive income, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Corporation’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 28 -

Fair Value Measurements and Valuation Process

If some of the Corporation’s assets and liabilities measured at fair value have no quoted prices in active markets, the Corporation determines whether to engage third party qualified appraisers for the application of appropriate valuation techniques for fair value measurements in accordance with related regulations or professional standards.

Where Level 1 inputs are not available, the engaged appraisers would determine appropriate inputs by referring to the analyses of the financial position and the operating results of the investees and valuation multiples of entities that are comparable with the investees of the Corporation’s equity instruments not quoted in active markets or market prices or rates and specific features of the Corporation’s derivatives or the existing lease contracts and rentals of similar properties in the vicinity of the Corporation’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Notes 8, 9, 17 and 31.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Checking accounts and demand deposits

Petty cash
Cash on hand
Cash equivalents (investments with original maturities of less than 3
months)
Time deposits
Repurchase agreements collateralized by bonds

December 31


2018
$ 848,592

915
355
2,162,608
153,325

$ 3,165,795
2017
$ 448,238
1,215
359
217,564

148,550
$ 815,926

The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:

The market rate intervals of time deposits and repurchase agreements
the reporting period were as follows:
collateralized by bonds at the end of
Time deposits
Repurchase agreements collateralized by bonds
December 31
2018
2017
2.80%-3.35%
1.80%-3.60%
2.52%
2.04%

In 2018

Time deposits with original maturities of more than 3 months in the amounts of $462,275 thousand as of December 31, 2018, are classified as financial assets at amortized cost in the balance sheets. Refer to Note 11.

In 2017

Time deposits with original maturities of more than 3 months in the amounts of $2,596,386 thousand as of December 31, 2017, were classified as debt investments with no active market in the balance sheets. Refer to Note 12.

  • 29 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
Financial assets held for trading
Non-derivative financial assets
Beneficiary certificates

Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Beneficiary certificates
Listed stocks



Financial liabilities at FVTPL
Derivative financial liabilities (not under hedge accounting)
Bond options (Note 22)

Cross-currency swap contracts

December 31 December 31






2018
$ -

135,400
1,037,426

1,172,826

$ 1,172,826

$ 223,501

44,717

$ 268,218
2017
$ 171,500
-

-

-
$ 171,500
$ -

-
$ -

The Corporation entered into cross-currency swap contracts to manage exposures to exchange rate fluctuations. The Corporation’s financial hedging strategy is to avoid most of the cash flow risk exposure. At the end of the reporting period, outstanding cross-currency swap contracts not under hedge accounting were as follows:


were as follows:
Notional Amounts Range of Interest
(In Thousands) Maturity Date Range of Interest Rates Paid
Rates Received
US$215,000 2021.9.15 - 2.68%-2.80%

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - 2018

2018

Domestic investments
Listed stocks

Unlisted stocks

December 31, 2018



Current
$ 2,371,026

-

$ 2,371,026
Non-current
$ 4,812,769

573,373
$ 5,386,142
  • 30 -

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as financial assets at fair value through profit or loss, available-for-sale financial assets and financial assets measured at cost under IAS 39. Refer to Notes 3, 7, 9 and 10 for information relating to their reclassification and comparative information for 2017.

The board of directors of China Shanshui Cement Group Limited (CSCGL) made an announcement on April 16, 2015 that the percentage of CSCGL’s securities held by the public has fallen below the prescribed 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.

On October 30, 2018, CSCGL’s shareholders resolved to restore the minimum public float requirement of 25% by issuing new shares of 974,825,988 at HK$4.2 per share. Then CSCGL resumed its trading on the Exchange effective on October 31, 2018.

The Corporation and its subsidiaries previously had a 22.50% equity interest in CSCGL, which has reduced to 17.46% after the subscription mentioned above. However, the Corporation’s chief financial officer, Mrs. Wu Ling-Ling, was elected to be the executive director of CSCGL since May 23, 2018. As CSCGL already addressed the audit issues raised by the Exchange and the confirmed the potential dilution of shareholding in the Corporation’s interests in CSCGL, the Corporation objectively demonstrated that it was able to exercise significant influence over CSCGL although the Corporation only holds less than 20% of the voting power. Accordingly, the Corporation’s investment in CSCGL was reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method using the closing price on the Exchange on October 31, 2018. Refer to Note 15.

Refer to Note 34 for information relating to financial assets at fair value through other comprehensive income pledged as collaterals.

9. AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017

AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017
Domestic investments
Listed stocks

Foreign investments
Listed stocks

December 31, 2017


Current
$ 2,281,026

782,286

$ 3,063,312
Non-current
$ 5,155,710

3,888,505
$ 9,044,215

As of December 31, 2017, 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. According to the appraisal, the fair value per share was HK$2.82 as of December 31, 2017. For the year ended December 31, 2017, the net unrealized gain on CSCGL amounted to $2,898,200 thousand. As of December 31, 2017, the accumulated net unrealized loss on CSCGL amounted to $4,447,073 thousand. The Corporation considered that the decline in fair value is temporary and thus recognized the changes in fair value in other comprehensive income (loss) and other equity.

Refer to Note 34 for information relating to available-for-sale financial assets pledged as collaterals.

  • 31 -

10. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT - 2017

December 31, December 31,
2017
Domestic unlisted stocks
Kaohsiung Rapid Transit Corp. (KRT) $ 87,448
Taiwan Stock Exchange Corp. 23,752
L’Hotel de Chine Group 11,441
Ding Ding Hotel Corp. (DDH) -
Others 6,152
$ 128,793
Classified according to financial asset measurement categories
Available-for-sale financial assets $ 128,793
  • a. Management believed that the fair value of the above unlisted equity investments held by the Corporation cannot be reliably measured, because the range of reasonable fair value estimates was so significant. Therefore, they were measured at cost less impairment at the end of reporting period.

  • b. On June 30, 2013, the Corporation invested $107,290 thousand in KRT. The investment cost is amortized over the period of the chartered right to operate (to October 2037). As of December 31, 2017, the accumulated amortization amount is $19,842 thousand.

  • c. As of December 31, 2017, the Corporation recognized impairment loss on the full amount of its investment in DDH.

11. FINANCIAL ASSETS AT AMORTIZED COST - CURRENT - 2018

December 31,
2018
Time deposits with original maturities of more than 3 months $ 462,275

Based on the Corporation’s assessment, the credit risk of these financial assets is not expected to be high and has not increased since initial recognition.

These time deposits were classified as debt investments with no active market under IAS 39. Refer to Notes 3 and 12 for information relating to their reclassification and comparative information for 2017.

12. DEBT INVESTMENTS WITH NO ACTIVE MARKET - CURRENT - 2017

December 31,
2017
Time deposits with original maturities of more than 3 months $ 2,596,386
  • 32 -

13. TRADE RECEIVABLES

TRADE RECEIVABLES
Trade receivables - sales

Operating lease receivable
Less: Allowance for impairment loss - sales

December 31


2018
$ 983,780

17,778
(6,506)

$ 995,052
2017
$ 752,930
17,400

(5,812)
$ 764,518

Trade Receivables - Sales

In 2018

The average credit period of receivables from sales of goods was 30-150 days. The Corporation reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. The Corporation obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Corporation applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date.

The Corporation writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

December 31, 2018


Gross carrying amount

Loss: Allowance (lifetime ECL)

Amortized cost
Less than
90 Days
$ 960,363

-

$ 960,363
91 to 180
Days
$ 23,417

(6,506)

$ 16,911
181 to 365
Days
$ -

-

$ -
Over 366
Days
$ -

-

$ -
Total
$ 983,780

(6,506)
$ 977,274

The above aging schedule was based on the invoice date.

The Corporation individually and collectively evaluated the reasonableness of allowance for impairment loss. The movements of the loss allowance of trade receivables were as follows:


loss. The movements of the loss allowance of trade receivables were as

follows:

follows:
December 31,
2018
Balance at January 1, 2018 $
5,812
Add: Impairment losses recognized on receivables 694
Balance at December 31, 2018 $
6,506
  • 33 -

In 2017

The Corporation applied the same credit policy in 2018 and 2017. In determining the recoverability of trade receivables, the Corporation considered any changes in credit quality of the trade receivables since the day credit was initially granted to the end of the reporting period.

The Corporation transacted with vast variety of independent customers; thus, concentration of credit risk was limited.

Past due but not impaired trade receivables are trade receivables that are past due at the end of the reporting period but the Corporation does not recognize any allowance for impairment loss when there is no significant change in credit quality and the amounts are still considered recoverable. Furthermore, the Corporation requires collaterals or other credit enhancements to secure the receivables. The Corporation does not offset trade receivables from a counterparty against accounts payable to the same counterparty when the Corporation does not have the legal rights to offset.

The aging of trade receivables - sales (less allowance for impairment loss) was as follows:

December 31,
2017
Less than 90 days $ 726,984
91-180 days
20,134
$ 747,118

The aging of trade receivables - sales that were past due but not impaired was as follows:

December 31, December 31,
2017
91-180 days $
243

The above aging schedule was based on the invoice date.

Movement in the allowance for impairment loss recognized on trade receivables was as follows:

Collectively
Assessed for
Impairment
Balance at January 1, 2017 $ 6,066
Less: Impairment losses reversed on receivables
(254)
Balance at December 31, 2017 $ 5,812
  • 34 -

14. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials
Supplies

December 31


2018
$ 248,752

471,871
757,790
184,982

$ 1,663,395
2017
$ 174,920
511,955
367,256

249,456
$ 1,303,587

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2018 and 2017 were $8,309,912 thousand and $7,349,168 thousand, respectively. The cost of goods sold included inventory write-downs of $52,791 thousand in 2018.

15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates


Less: Effect of investment properties at fair value method


a. Investments in subsidiaries
Listed stocks
Asia Cement (China) Holdings Corp. (ACCHC)

Unlisted stocks
Der Ching Investment Corp. (DCI)
Chiahui Power Corp. (CHP)
Asia Cement (Singapore) Pte. Ltd. (ACSPL)
Yuan Long Stainless Steel Corp. (YLSS)
Asia Investment Corp. (AIC)
Ya Tung Ready-Mixed Concrete Corp. (YTRMC)
Fu Ming Transport Corp. (FMT)
Yali Transport Corp. (YLT)
Nan Hwa Cement Corp. (NHC)
Asia Engineering Enterprise Corp. (AEE)
Ya Li Precast and Prestressed Concrete Industries Corp.
(YLPPC)
Sunrise Industrial Holdings Ltd. (SIHL)


December 31 December 31




2018
2017
$ 66,031,029 $ 58,478,233

62,396,158

54,503,916
128,427,187 112,982,149

2,794,297

3,209,727
$ 125,632,890
$ 109,772,422
December 31



2018
$ 36,545,690

12,471,554
5,825,842
3,578,207
1,977,315
1,934,281
1,556,879
1,418,575
251,861
214,201
128,288
76,452

51,884


29,485,339

$ 66,031,029
2017
$ 30,476,645

11,972,491

5,727,396

3,179,210

1,860,353

1,460,530

1,601,300

1,421,690

233,927

356,280

104,373

35,595

48,443

28,001,588
$ 58,478,233
  • 35 -

At the end of the reporting period, the percentages of owners’ voting rights in subsidiaries held by the Corporation were as follows:


Corporation were as follows:
Name of Subsidiary
ACCHC
DCI
CHP
ACSPL
YLSS
YTRMC
FMT
AIC
YLT
NHC
AEE
YLPPC
SIHL
December 31
2018
2017
67.73%
67.73%
99.99%
99.99%
59.59%
59.59%
99.96%
99.96%
100.00%
100.00%
99.99%
99.99%
99.82%
99.82%
100.00%
100.00%
51.00%
51.00%
99.94%
99.94%
98.23%
98.23%
83.81%
83.81%
100.00%
100.00%

Fair values (Level 1) of investments in subsidiaries with available published price quotation are summarized as follows:

b. Name of Subsidiary
ACCHC

Investment in associates
Material associates
Listed stocks
Far Eastern New Century Corporation (FENC)

U-Ming Marine Transport Corp. (U-Ming)
CSCGL


Associates that are not individually material
Unlisted stocks
Yuan Ding Leasing Corp. (YDC)
Yue Yuan Investment Corp. (YYI)
Oriental Securities Corp. (OSC)
FEDS Development Ltd. (FEDSDL)
Yuan Ding Leasing Corp. (YDLC)
Everstrong Iron & Steel Foundry Ltd. (EISF)


**December 31 ** **December 31 **
2018
2017
$ 22,669,116
$ 10,982,433
December 31





2018
$ 39,803,907
9,983,803

4,460,107


54,247,817

3,263,209
1,939,588
1,877,359
617,872
368,032

82,281


8,148,341

$ 62,396,158
2017
$ 38,167,156

8,498,063

-

46,665,219

3,235,051

1,656,355

1,866,239

633,447

368,059

79,546

7,838,697
$ 54,503,916
  • 36 -

At the end of the reporting period, the percentages of owners’ voting rights in associates held by the Corporation were as follows:

Name of Associate
FENC
U-Ming
CSCGL
YDC
YYI
OSC
FEDSDL
YDLC
EISF
December 31
2018
2017
23.77%
23.77%
39.25%
39.25%
7.62%
-
35.50%
35.50%
29.92%
29.92%
18.93%
18.93%
25.00%
25.00%
43.60%
43.60%
40.40%
40.40%
  • 1) Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:
Name of Associate
FENC

U-Ming

CSCGL
December 31 December 31


2018
$ 35,496,531

$ 10,697,362

$ 2,724,722
2017
$ 34,097,026
$ 12,107,092
$ -
  • 2) The summarized financial information in respect of the Corporation’s material associates is set out below:

FENC:

Current assets

Non-current assets

Current liabilities
Non-current liabilities

Equity

Proportion of the Corporation’s ownership
Equity attributable to the Corporation
Cross shareholdings

Carrying amount


Operating revenue

Net profit for the year

Other comprehensive income (loss)

Total comprehensive income for the year

Dividends received from FENC
December 31 December 31
2018
2017
$ 31,423,092 $ 23,622,633
285,607,062 262,497,651
23,339,671
15,560,934

90,155,346

76,198,963
203,535,137 194,360,387
23.77%
23.77%
48,380,302
46,199,464

(8,576,395)

(8,032,308)
$ 39,803,907
$ 38,167,156
For the Year Ended December 31




2018
$ 54,063,801

$ 12,028,294

855,093

$ 12,883,387

$ 1,526,733
2017
$ 45,216,423
$ 8,066,136

(257,424)
$ 7,808,712
$ 1,017,822
  • 37 -

U-Ming:

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
Proportion of the Corporation’s ownership
Equity attributable to the Corporation
Unrealized gain or loss with associates

Carrying amount


Operating revenue

Net profit for the year

Other comprehensive income (loss)

Total comprehensive income (loss) for the year

Dividends received from U-Ming

CSCGL:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Non-controlling interests
Equity attributable to CSCGL
Proportion of the Corporation’s ownership
Equity attributable to the Corporation
Goodwill
Carrying amount
December 31 December 31
2018
2017
$ 1,985,037 $ 1,833,612
50,008,362
48,545,075
17,453,879
20,772,900

8,913,985

7,765,577
25,625,535
21,840,210
39.25%
39.25%
10,058,022
8,572,282

(74,219)

(74,219)
$ 9,983,803
$ 8,498,063
For the Year Ended December 31




2018
$ 1,080,444

$ 1,668,840

2,007,257

$ 3,676,097

$ 398,041





2017
$ 878,369
$ 999,520
(3,085,478)
$ (2,085,958)
$ 248,776
December 31,
2018
$ 26,174,052
90,319,977
59,104,108
14,557,750

286,348
42,545,823
7.62%
3,241,551

1,218,556
$ 4,460,107
  • 38 -
Operating revenue

Net profit for the year

Other comprehensive loss

Total comprehensive income for the year
For the Year
Ended
December 31,
2018
$ 80,162,793
$ 9,856,967

(1,082,166)
$ 8,774,801

The Corporation and its subsidiaries’ investments in CSCGL, which previously being recognized as financial assets at fair value through other comprehensive income, became qualified for the equity method of accounting and were therefore reclassified as investments accounted for using equity method in 2018. The Corporation reported provisional amounts of $2,789,230 for the goodwill arising from the above transition during the measurement period as the goodwill was included in the carrying amounts of the Corporation’s investment in CSCGL. The Corporation will engage outside specialists to provide assistance in measuring the identifiable net assets of CSCGL and the measurement will be completed within one year from the transition date. The provisional amounts will be adjusted retrospectively during the subsequent measurement period to reflect new information obtained about facts and circumstances that existed as of the transition date that, if known, would have affected the amounts recognized as of that date.

  • 3) Aggregate information of associates that are not individually material

The Corporation’s share of:
Profit for the year

Other comprehensive income

Total comprehensive income for the year
For the Year Ended For the Year Ended December 31


2018
$ 211,771

184,884

$ 396,655
2017
$ 104,857

511,063
$ 615,920
  • 4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 34.

All the subsidiaries and associates are accounted for using equity method.

The investments accounted for using equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2018 and 2017 were based on the subsidiaries’ and associates’ financial statements which have been audited for the same years.

Refer to Table 7 “Information on Investees” and Table 8 “Information on Investments in Mainland China” for the nature of activities, principal place of business and country of incorporation of the subsidiaries and associates.

  • 39 -

16. PROPERTY, PLANT AND EQUIPMENT


Cost


Balance at January 1, 2017

Additions
Disposals
Transferred from completed
construction
Transferred to investment
properties

Balance at December 31, 2017

Accumulated depreciation
and impairment


Balance at January 1, 2017

Disposals

Depreciation expense

Balance at December 31, 2017

Carrying amounts at
December 31, 2017


Cost


Balance at January 1, 2018

Additions
Disposals
Transferred from completed
construction
Reclassified
Transferred to other assets

Balance at December 31, 2018
Accumulated depreciation
and impairment


Balance at January 1, 2018

Disposals

Depreciation expense

Transferred to other assets

Balance at December 31, 2018

Carrying amounts at
December 31, 2018
Land
$ 2,779,025
-
-
-

-


2,779,025

-
-

-


-

$ 2,779,025

$ 2,779,025
63
-
-
-

-


2,779,088

-
-
-

-


-

$ 2,779,088




Buildings
$ 4,209,601

796

(8,228 )

14,579

-

4,216,748


3,539,380

(8,188 )

74,222


3,605,414

$ 611,334

$ 4,216,748

1,085

(418 )

-

-

-

4,217,415


3,605,414

(418 )

57,696

-


3,662,692

$ 554,723
Equipment
$ 16,884,954

77,883

(102,417 )

103,374

-


16,963,794


16,375,441

(102,416 )

210,931


16,483,956

$ 479,838

$ 16,963,794

12,439

(177,648 )

3,049

(21,506 )

-


16,780,128


16,483,956

(177,648 )

150,407

-


16,456,715

$ 323,413
Other
Equipment
$ 6,097,869

63,030

(2,354 )

68,002

-


6,226,547


5,194,983

(2,316 )

356,810


5,549,477

$ 677,070

$ 6,226,547

71,357

(618,597 )

73,225

21,506

(15,622)


5,758,416


5,549,477

(618,592 )

256,678

(15,622)


5,171,941

$ 586,475
Property
Under
Construction
$ 280,454

56,289

-

(185,955 )

(32,662)


118,126




-

-

-


-

$ 118,126

$ 118,126

88,499

-

(76,274 )

-

-


130,351





-

-

-

-


-

$ 130,351
Total
$ 30,251,903
197,998
(112,999 )

-

(32,662)

30,304,240

25,109,804
(112,920 )

641,963

25,638,847
$ 4,665,393
$ 30,304,240
173,443
(796,663 )

-

-

(15,622 )

29,665,398

25,638,847
(796,658 )

464,781

(15,622 )

25,291,348
$ 4,374,050















No impairment assessment was performed for the years ended December 31, 2018 and 2017 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a fixed-percentage-ondeclining-balance basis or on a straight-line basis over the estimated useful life of the asset taken apart into major component elements:

Building Main buildings 15-55 years Other facilities 3-15 years Equipment 2-20 years Other equipment 3-15 years

Refer to Note 34 for the carrying amount of property, plant and equipment pledged by the Corporation as collaterals for borrowings.

  • 40 -

17. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Leased investment properties

Undeveloped investment properties

December 31


2018
$ 35,525,301

6,164,393

$ 41,689,694
2017
$ 35,822,102

6,197,535
$ 42,019,637

The movements of investment property were as follows:

Leased Undeveloped Undeveloped Undeveloped
Investment Investment
Property Property Total
Balance at January 1, 2017 $ 36,131,162 $ 5,426,460 $ 41,557,622
Changes in fair value of investment properties (390,689) 771,075
380,386
Additions 48,967 -
48,967
Transferred from property, plant and equipment 32,662
-

32,662
Balance at December 31, 2017 $ 35,822,102
$
6,197,535
$ 42,019,637
Balance at January 1, 2018 $ 35,822,102 $ 6,197,535 $ 42,019,637
Changes in fair value of investment properties (298,069) (33,142)
(331,211)
Additions 1,269 -
1,269
Disposals (1)
-

(1)
Balance at December 31, 2018 $ 35,525,301
$
6,164,393
$ 41,689,694

The investment properties for lease were as follows:

  • a. On January 1, 1998, the Corporation granted FEDSDL the right to construct a shopping center on a parcel of land it owned with an area of 6,976 square meters located in Lin-Ya, Kaohsiung. As consideration for the right to construct and the continued use of the land for fifty years, FEDSDL shall pay the following: (a) land use right in the amount of $1,073,000 thousand and (b) annual rental at 5% of the reference price of such land announced by the local government. The proceeds of the land use rights were recorded as long-term deferred revenue, and recognized as rental revenue on a periodic basis.

  • b. The Corporation and Far Eastern Resources Development Co. (FERD) equally owned a parcel of land located at Tun Hwa South Road, Taipei City. Under an agreement entered into with YDC, the Corporation and FERD had agreed on the following: (a) construction of a twin tower building (Taipei Metro) by YDC on the said land, (b) continued use of the land without additional compensation for 30 years starting from the date of the completion of the building, (c) transfer to each of the Corporation and FERD 12% of the usable area of the building, and (d) transfer to FERD and the Corporation the remaining usable area of the building after the end of 30 years in exchange for the carrying amount of the property. In view of the foregoing agreement, the Corporation recorded the 12% of the building construction cost or $1,402,753 thousand as building acquired and as long-term deferred revenue, and recognized as revenue on a periodic basis.

  • c. Others mainly included the following:

  • 1) Land in Shu-Lin - leased to YLPPC;

  • 2) Land in Taichung Quan-Lien Industrial Zone - leased to NHC;

  • 41 -

  • 3) Land and buildings in Lin-Ko, Taichung and Hsi-Chih - leased to YTRMC;

  • 4) Asia-Cement Building - leased to FEDS;

  • 5) Pao-Ching Building - leased to Sofiva Genomics;

  • 6) Land and building in Chayi City

  • 7) Land and building in Hwalien - leased to YLT;

The lease terms of the above are 1-10 years and the rents are paid monthly.

The Corporation’s undeveloped investment properties included a parcel of land located in Lin-Ya, Kaohsiung.

The fair values of investment properties were valued by independent qualified professional appraisers. According to local requirements, entities are required to have independent appraisal for the investment properties with individual carrying amount of $300 million or higher. The fair values of investment properties as of December 31, 2018 and 2017 were determined by qualified professional appraisers, Mr. Tsai, real estate appraiser from DTZ real estate appraisers firm, and Mr. Chang, from Savills (Taiwan) Limited, on March 4, 2019 and February 21, 2018, respectively. The fair values of investment properties leased to subsidiary were determined by Mr. Huang, a qualified real estate professional appraiser from CCIS Real Estate Appraisers Firm.

The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements in the fair value were as follows:

Balance at January 1, 2017

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Purchases
Transfers into Level 3

Balance at December 31, 2017

Balance at January 1, 2018

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Purchases
Disposals

Balance at December 31, 2018
Leased
Investment
Property
$ 36,131,162
(390,689)
48,967

32,662

$ 35,822,102

$ 35,822,102
(298,069)
1,269

(1)

$ 35,525,301
Undeveloped
Investment
Property
$ 5,426,460

771,075

-

-

$ 6,197,535

$ 6,197,535

(33,142)

-

-

$ 6,164,393
Total
$ 41,557,622

380,386

48,967

32,662
$ 42,019,637
$ 42,019,637

(331,211)

1,269

(1)
$ 41,689,694
  • 42 -

The fair value measurement of undeveloped land located in Lin-Ya, Kaohsiung, was measured by land development analysis. The increase in estimated total selling price, the increase in rate of return, or the decrease in overall capital interest rate would result in an increase in the fair value. The significant assumptions used were as follows:


assumptions used were as follows:
Estimated total selling price

Rate of return
Overall capital interest rate
December 31
2018
$ 18,991,547

22%
6.08%
2017
$ 19,052,686
22%
6.81%

The total selling price is estimated on the basis of the most effective use of the land or property available for sale after development is completed, taking into account the related regulations, domestic macroeconomic prospects, local land use, and market rates.

The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows, or the decrease in discount rates would result in increase in the fair value.

Expected future cash inflows

Expected future cash outflows

Expected future cash inflows, net

Discount rate
December 31 December 31


2018
$ 44,926,855

1,986,947

$ 42,939,908

2.07%-4.50%
2017
$ 45,610,364

2,060,352
$ 43,550,012
2.09%-4.50%

The market rentals in the area where the investment property is located were between $1 thousand and $5 thousand per ping (i.e. per 3.3 square meters).

The rental income generated for the years ended December 31, 2018 and 2017 was $356,365 thousand and $355,460 thousand, respectively.

The expected future cash inflows to be generated by investment properties include rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Corporation’s current rental contract, regional and market quotation, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the interest rate for one-year central bank-announced demand deposit interest rate; the disposal value was determined using the direct capitalization method under the income approach. The expected future cash outflows to be incurred by investment properties include expenditure such as land value taxes, house taxes, insurance premium, maintenance costs and others. This expenditure was extrapolated on the basis of the current level of expenditure, taking into account the future adjustment to the government-announced land value, and the tax rate promulgated under the House Tax Act.

The discount rate was determined by reference to the interest rate for two-year time deposits as posted by Chunghwa Post Co., Ltd., plus 0.75%, or estimated income capitalization rate, whichever is higher, as well as any asset-specific risk premiums. As of December 31, 2018 and 2017, the risk premiums were 0.23%-2.66% and 0.25%-2.66%, respectively.

Refer to Note 34 for the carrying amount of investment properties pledged by the Corporation as collaterals for borrowings.

  • 43 -

18. INTANGIBLE ASSETS

Cost

Balance at January 1, 2017

Additions

Balance at December 31, 2017

Accumulated amortization and impairment
Balance at January 1, 2017
Amortization expense

Balance at December 31, 2017

Carrying amounts at December 31, 2017

Cost

Balance at January 1, 2018

Additions

Balance at December 31, 2018

Accumulated amortization and impairment
Balance at January 1, 2018
Amortization expense

Balance at December 31, 2018

Carrying amounts at December 31, 2018
Computer
Software
$ 157,512

2,099

159,611
147,225

3,438

150,663
$ 8,948
$ 159,611

2,693

162,304
150,663

3,297

153,960
$ 8,344

The above items of intangible assets are amortized on a straight-line basis over the estimated useful life of the asset. The estimated useful life of computer software is from 2 to 5 years.

19. PREPAYMENTS FOR LEASES

PREPAYMENTS FOR LEASES
Current asset (included in prepayments line item)

Non-current asset

**December 31 **


2018
$ 35,331

369,801

$ 405,132
2017
$ 26,573

259,142
$ 285,715
  • 44 -

20. OTHER ASSETS-NON-CURRENT

OTHER ASSETS-NON-CURRENT
Prepaid investments

Net defined benefit assets (Note 24)
Refundable deposits
Others

December 31


2018
$ 1,911,179

1,886,734
1,394,853
129

$ 5,192,895
2017
$ 1,911,179
1,516,621
1,380,357

129
$ 4,808,286

On March 23, 2017, the Corporation acquired 155 thousand issued shares of China Shanshui Investment Company Limited (CSI) in the amount of HK$577,662 thousand from six shareholders of CSI under a share purchase agreement. The Corporation has already obtained the physical share certificates of the acquired CSI shares. Pursuant to the Articles of Association of CSI, the share ownership can only be recorded on the register of shareholders if the board of directors of CSI approves the shares transfer. As of December 31, 2018, the Corporation submitted all necessary documents to CSI for registration of the shares transfer.

CSCGL and its subsidiaries obtained from the High Court of Hong Kong an injunction order by way of an ex-parte application on April 11, 2017. Pursuant to the injunction order, Mi Jingtian, Zhao Liping, Li Maohuan and Yu Yuchuan are prohibited from removing any of their assets in Hong Kong, each of their assets’ value is up to RMB142 million (or its Hong Kong dollar equivalent), in particular their shares in CSI and/or any proceeds from sales of any such CSI shares.

The Corporation is neither a plaintiff nor a defendant in the aforesaid proceedings. But, for the purpose of securing and exercising the rights and interests of the acquired shares of CSI, the Corporation provided a bank guarantee of RMB142 million to the High Court of Hong Kong according to the High Court’s ruling on April 21, 2017. On the same day, the High Court of Hong Kong lifted the injunction order on the shares of CSI acquired by the Corporation.

Chan Hongqing claimed that the CSI shares which the Corporation acquired from the abovementioned four persons were pledged as collaterals under an agreement signed on August 17, 2015 and thus applied for arbitration of China International Economic and Trade Arbitration Commission in Beijing.

21. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discounts on bills payable


Interest rate (%)
December 31


2018
$ 11,440,000

2,896

$ 11,437,104

0.36%-0.80%
2017
$ 9,130,000

1,595
$ 9,128,405
0.45%-0.54%

Short-term bills payable were issued under guarantee obtained from financial institutions.

  • 45 -

22. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Bank loans

Long-term commercial paper
Less: Unamortized discount


Bonds
Domestic bonds
1stunsecured bonds issued in 2014
1stunsecured bonds issued in 2016


Overseas bonds
2ndEuro convertible bonds issued in 2013 - US$220,000
thousand
3rdEuro convertible bonds issued in 2018 - US$215,000
thousand

Less: Current portion

December 31







2018
$ 10,033,000
5,000,000

7,989


15,025,011

4,000,000

6,000,000


10,000,000

-

6,192,567

31,217,578

4,000,000

$ 27,217,578
2017
$ 13,588,000

5,000,000

13,917

18,574,083

8,000,000

6,000,000

14,000,000

88,612

-

32,662,695

4,088,612
$ 28,574,083
  • a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to January 22, 2022. The Corporation has signed long-term revolving credit facilities with banks. As of December 31, 2018 and 2017, interest rates were 0.89% to 1.70% and 0.85% to 1.75%, respectively.

  • b. Long-term commercial paper was issued by contract. As of December 31, 2018 and 2017, interest rates were 0.83% to 0.84% and 0.83%, respectively. The maturity date of the contract is December 19, 2020.

  • c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to September 2021. As of December 31, 2018 and 2017, both interest rates were 0.80% to 1.36%.

  • d. In order to redeem bonds to save interest expenses, on May 13, 2013, the Corporation issued 2[nd] US$220,000 thousand (equivalent to NT$6,551,380 thousand) zero coupon Euro convertible bonds due 2018.

The terms of the zero coupon Euro convertible bonds included the following:

1) Final redemption

Unless previously redeemed, repurchased and cancelled, or converted, the bonds will be redeemed on the maturity date at a redemption price equal to 100% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s ordinary shares (“Shares”) at any time on or after June 23, 2013 and prior to the close of business on April 13, 2018. The initial conversion price was NT$48 per Share, determined on the basis of a fixed exchange rate of NT$29.53=US$1.00.

  • 46 -

  • 3) Redemption at the option of the Corporation

At any time on or after May 13, 2016, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$29.53=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on May 13, 2016 at a redemption price equal to 100% of the principal amount thereof. (Refer to item 6 below for information on the redemption of bonds.)

  • 5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above.

  • 6) As bondholders exercised the put option, the Corporation had redeemed the principal amount of US$217,000 thousand on May 11, 2016. After the redemption, the bonds outstanding in the amount of US$3,000 thousand had been paid on May 10, 2018.

  • 47 -

  • e. In order to repay debt, save interest expenses, and strengthen the Corporation’s financial structure, on September 21, 2018, the Corporation issued 3[rd] US$215,000 thousand (equivalent to NT$6,620,710 thousand) zero coupon Euro convertible bonds due 2023.

The terms of the zero coupon Euro convertible bonds included the following:

1) Final redemption

Unless previously redeemed, repurchased and canceled, or converted, the Bonds will be redeemed on the maturity date at the settlement equivalent of 103.04% of the unpaid principal amount thereof.

  • 2) The bonds are convertible into the Corporation’s common shares (“Shares”) at any time on or after December 21, 2018 and prior to the close of business on August 22, 2023. The initial conversion price was NT$42.24 per Share, determined on the basis of a fixed exchange rate of NT$30.794=US$1.00.

3) Redemption at the option of the Corporation

At any time on or after September 21, 2021, the Corporation may redeem the bonds in whole, or from time to time in part, at the early redemption amount, if the closing price of the Shares, translated into U.S. dollars at the prevailing rate, during a period of 30 consecutive trading days, is at least 130% of the quotient of the early redemption amount divided by the number of Shares to be issued upon conversion of US$200,000 principal amount of the bonds on the applicable trading day based on the conversion price then in effect, translated into U.S. dollars at a fixed exchange rate of NT$30.794=US$1.00. Notwithstanding the foregoing, at any time, the Corporation may redeem the bonds in whole, but not in part, at the early redemption amount in U.S. dollars if at least 90% in principal amount of the bonds has already been redeemed, repurchased and cancelled, or converted.

  • 4) Redemption at the option of the bondholders

Unless previously redeemed, repurchased and cancelled or converted, each holder will have the right to require the Corporation to redeem in whole or in part of the bonds held by such holder on September 21, 2021 at a redemption price equal to the settlement equivalent of 101.81% of the principal amount in U.S. dollars. Any U.S. dollar denominated amount payable in respect of the bonds will be converted into NT dollars using a fixed exchange rate and then converted back to a U.S. dollar amount using the applicable prevailing rate at the time of redemption.

  • 5) The conversion price shall be subject to adjustment when there is occurrence of, including (but not limited to), the following:

  • a) Declaration of dividend in Shares or free distribution or bonus issue of Shares.

  • b) Subdivision, consolidation and reclassification of Shares.

  • c) Rights issues to shareholders.

  • d) Employee stock bonus.

  • e) Warrants issued to holders of Shares.

  • f) Issues of rights or warrants for equity-related securities to holders of Shares.

  • g) Capital distributions, other distributions to shareholders.

  • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

  • 48 -

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$42.24 as of December 31, 2018.

23. DEFERRED REVENUE

Land use right

Others


Current

Non-current
December 31 December 31




2018
$ 858,838

140,879

$ 999,717

$ 75,912

$ 923,805
2017
$ 926,923

-
$ 926,923
$ 68,085
$ 858,838
  • a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 17) is amortized to income over 50 years on a straight-line basis.

  • b. The deferred revenue on land use rights of Taipei Metro granted to YDC (Note 17) is amortized to income over 30 years on a straight-line basis.

24. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at specified percentage of monthly salaries and wages.

  • b. Defined benefit plans

The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Corporation contributes amounts equal to 8% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.

  • 49 -

The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:


as follows:
Present value of defined benefit obligation

Fair value of plan assets

Surplus

Net defined benefit asset
December 31



2018
$ 804,119

(2,690,853)

(1,886,734)

$ (1,886,734)
2017
$ 1,006,401
(2,523,022)
(1,516,621)
$ (1,516,621)

Movements in net defined benefit assets were as follows:

Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
Balance at January 1, 2017 $ 1,066,363
$ (2,383,858)
$ (1,317,495)
Service cost
Current service cost 9,937 - 9,937
Net interest expense (income) 13,863

(30,990)

(17,127)
Recognized in profit or loss 23,800

(30,990)

(7,190)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (196,585)
(196,585)
Actuarial loss - changes in financial
assumptions 8,968 - 8,968
Actuarial loss - experience adjustments 9,265

-

9,265
Recognized in other comprehensive income 18,233

(196,585)

(178,352)
Benefits paid (101,995)

88,411

(13,584)
Balance at December 31, 2017 $ 1,006,401
$ (2,523,022)
$ (1,516,621)
Balance at January 1, 2018 $ 1,006,401
$ (2,523,022)
$ (1,516,621)
Service cost
Current service cost 9,207 - 9,207
Net interest expense (income) 12,077

(30,276)

(18,199)
Recognized in profit or loss 21,284

(30,276)

(8,992)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (293,637)
(293,637)
Actuarial loss - changes in financial
assumptions 6,943 - 6,943
Actuarial loss - experience adjustments (45,762)

-

(45,762)
Recognized in other comprehensive income (38,819)

(293,637)

(332,456)
Benefits paid (184,747)

156,082

(28,665)
Balance at December 31, 2018 $
804,119
$ (2,690,853)
$ (1,886,734)
  • 50 -

Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2018
2017
1.10%
1.20%
2.00%
2.00%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
1% increase
1% decrease
**December ** **31 **



2018
$ (17,187)

$ 17,768

$ 73,337

$ (65,545)
2017
$ (22,189)
$ 22,972
$ 95,117
$ (84,537)

The major categories of plan assets at the end of the reporting period are disclosed based on the information announced by the Bureau:


information announced by the Bureau:
Equity instruments
Deposited in financial institutions
Others
December 31
2018
88.73
5.85

5.42
100.00
2017
86.05
6.82

7.13
100.00

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

  • 51 -
The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2018
$ -

10 years
2017
$ -
10 years

25. EQUITY

a. Share capital

Share capital
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
**December 31 **



2018

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2017

4,000,000
$ 40,000,000

3,361,447
$ 33,614,472

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The total of 350,000 thousand and 10,000 thousand shares of the Corporation’s authorized shares are reserved for the issuance of convertible bonds and employee share option, respectively.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Donation

The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
Change of capital surplus of subsidiaries and associates
accounted for using equity method (2)


May be used to offset a deficit only
Change of capital surplus of subsidiaries and associates
accounted for using equity method (3)

May not be used for any purpose
Share warrants
Change of capital surplus of subsidiaries and associates
accounted for using equity method


**December 31 ** **December 31 **






2018
$ 41,790

54,907
992,530

1,089,227

38,085

185,411
49,831

235,242

$ 1,362,554
2017
$ 41,790
54,907

992,530

1,089,227

38,215
-

41,250

41,250
$ 1,168,692
  • 52 -

  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).

  • 2) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from actual acquisition and disposal of equity may be used to offset a deficit or distributed as cash dividends or share dividends under Article 241-1 of Company Act.

  • 3) Such capital surplus from the effect of changes in associate’s ownership interest in its subsidiary that resulted from equity transactions other than actual acquisition and disposal may be used to offset a deficit under Article 239-1 of Company Act.

  • c. Retained earnings and dividends policy

Under the Corporation’s dividends policy, where the Corporation has a profit at the end of a fiscal year, the Corporation shall first pay business income taxes based on law and then offset losses of previous years, and if there is any remaining profit, 10% of the balance shall be appropriated as legal reserve. In addition, appropriation for special reserve shall be made based on provisions of law. Any remaining amount of profit together with the accumulated undistributed earnings of the previous year shall be allocated for distribution to shareholders. However, depending on the condition of the business, part of the profit may be retained. In case of an increase in the capital of the Corporation, the shareholders’ bonus for the new shares in the year of issue shall be decided in the shareholders’ meeting. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors, refer to employees’ compensation and remuneration of directors and supervisors in Note 27(f).

The distribution of shareholders’ dividend shall take into consideration the changes in the outlook of the Corporation’s businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders’ dividend shall be distributed with the aim of maintaining stable shareholders’ dividend distributions. Save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, when distributing shareholders’ dividend, 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 total shareholders’ dividend distributed in the same year.

These appropriations shall be resolved by the shareholders in the following year and given effect to in the financial statements of that year.

The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The Corporation is required to appropriate to or reverse from special reserve amounts that pertains to items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”.

Under the Integrated Income Tax System, ROC-resident shareholders are allowed tax credit for the income tax paid by the Corporation on earnings generated in 1998 onward. Tax credits allocated to shareholders are based on the balance of Imputation Credit Account (ICA) on the dividend distribution date. However, the income tax law was amended and the imputation tax system was abolished in 2018.

  • 53 -

The appropriation of earnings and dividends per share for 2017 and 2016 approved in the shareholders’ meetings on June 26, 2018 and June 27, 2017, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Appropriation of Earnings
For the Year Ended December 31
2017
2016
$ 546,900
$ 394,577
943,188
881,019
4,033,736
3,025,302
Dividend Per Share
(Dollars)
For the Year Ended
December 31
2017
2016
$1.2
$0.9

The appropriation of earnings for 2017 had been proposed by the Corporation’s board of directors on March 21, 2018. The proposed appropriation of earnings and dividend per share were as follows:

Dividend
Appropriation Per Share
of Earnings (Dollars)
Legal reserve $ 1,111,709
Special reserve 518,281
Cash dividends 9,412,052 $ 2.8

Assuming that the shares reciprocally held by associates were not treated as treasury stock and not deducted from weighted average number of shares outstanding, the basic EPS would be NT$3.31 for the year ended December 31, 2018.

The appropriations of earnings for 2018 are subject to the resolution of the shareholders’ meeting to be held on June 24, 2019.

d. Special reserve recognized at the date of transition

In the first-time adoption of IFRSs, the amounts of adjusted unrealized revaluation increments, cumulative translation adjustments and unappropriated earnings recognized from the investment properties of associates which used fair value as deemed cost were $10,715,430 thousand, $3,163,258 thousand and $52,494 thousand, respectively; the Corporation appropriated the amounts to special reserve.

In addition, on the initial application of the fair value model to investment properties, the Corporation appropriated to special reserve the amount of the net increase in fair value of investment properties and transferred it to retained earnings. Additional special reserve should be appropriated for subsequent net increases in fair value. The amount appropriated may be reversed to the extent that the cumulative net increases in fair value decrease or on the disposal of investment properties.

The Corporation and its associates used and disposed of some of the related assets; accordingly, special reserve reversed to unappropriated earnings amounted to $548,152 thousand as of December 31, 2018.

  • 54 -

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations
1) Exchange differences on translating the financial statements of foreign operations foreign operations foreign operations

Balance at January 1

Share of exchange difference of subsidiaries and associates
accounted for using equity method

Balance at December 31

2) Unrealized gain (loss) on financial assets at FVTOCI
**For the Year Ended December 31 **


2018
$ (2,638,153)
(3,211)

$ (2,641,364)
2017
$ (44,313)
(2,593,840)
$ (2,638,153)
2) Unrealized gain (loss) on financial assets at FVTOCI
For the Year
Ended
December 31,
2018
Balance at January 1 per IAS 39
$
-
Adjustment on initial application of IFRS 9
516,962
Balance at January 1 per IFRS 9 516,962
Unrealized gain of equity instruments 158,517
Related income tax (158,526)
Share from subsidiaries and associates accounted for using equity method
Equity instruments 1,340,746
Debt instruments 2,520
Cumulative unrealized loss of equity instruments transferred to retained earnings
due to disposal
3,408,697
Balance at December 31
$ 5,268,916
3) Unrealized gain (loss) on available-for-sale financial assets
For the Year
Ended
December 31,
2017
Balance at January 1
$ (4,023,554)
Unrealized gain arising on revaluation of available-for-sale financial assets 1,943,095
Related income tax (197,882)
Share of unrealized gain on revaluation of available-for-sale financial assets of
subsidiaries and associates accounted for using equity method
3,006,408
Balance at December 31
$
728,067
  • 55 -

4) Cash flow hedges

Cash flow hedges

Balance at January 1
Share of cash flow hedging reserve of subsidiaries and
associates accounted for using equity method
Balance at December 31
For the Year Ended December 31
2018
$ 58,485

2,449
$ 60,934
2017
$ 41,450

17,035
$ 58,485
  • 5) Gains on property revaluation: There has been no change to gains on property revaluation between the year of 2018 and 2017.

26. OPERATING REVENUE AND COSTS


Operating revenues
Sales of goods

Rental revenue

Total operating revenue, net

Operating costs
Cost of goods sold
Rental cost

Total operating cost

Gross profit
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2018
$ 8,368,027

364,209

8,732,236

8,309,912
169,234

8,479,146

$ 253,090
2017
$ 7,827,368

359,499

8,186,867
7,349,168

175,953

7,525,121
$ 661,746

Contract balances: As of December 31, 2018, the Corporation’s contract liabilities in the amount of NT$40,661 thousand were customers’ deposits and advances.

27. NET PROFIT

Net profit was as follows:

a. Other income

Other income

Dividends

Interest income
Others

For the Year Ended December 31


2018
$ 405,773

114,003
72,669

$ 592,445
2017
$ 297,566
57,841

83,611
$ 439,018
  • 56 -

b. Other gains and losses


(Loss) gain on changes in fair value of investment properties

Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Bank charges
Net foreign exchange gains (losses)
Gain (loss) on disposal of property, plant and equipment
Gain on disposal of investments
Miscellaneous expenses


c. Finance costs

Interest on bank loans

Other interest expense
Less: Amounts included in the cost of qualifying assets
(capitalized interest)


Information about capitalized interest was as follows:

Capitalized interest
Capitalization rate

d. Depreciation and amortization

An analysis of depreciation by function
Operating costs

Operating expenses
Non-operating expenses


An analysis of amortization by function
Operating expenses
For the Year Ended For the Year Ended December 31
2018
$ (331,211)

171,737
(61,313)
36,987

4,053
-
(462,053)

$ (641,800)

**For the Year Ended **
2017
$ 380,386
10,900
(53,550)
(251,699)
(79)
34,961
(206,881)
$ (85,962)
**December 31 **
2018
$ 332,211

-

(227)

$ 331,984

**For the Year Ended **
2017
$ 331,914
-

(362)
$ 331,552
**December 31 **
2018
2017
$ 227
$ 362
0.726%-1.139% 0.787%-1.080%
For the Year Ended December 31



2018
$ 462,524

1,783
474

$ 464,781

$ 3,297
2017
$ 638,815
2,057

1,091
$ 641,963
$ 3,438
  • 57 -

e. Employee benefits expense


Post-employment benefits (Note 24)
Defined contribution plans

Defined benefit plans
Short-term benefits
Salary

Remuneration of directors
Labor and health insurance
Other employees-related expenses
Total employee benefits expense
For the Year Ended December 31, 2018 For the Year Ended December 31, 2018





Operating
Costs

$ 10,268

(5,211)
479,469

-

31,453

28,649

$ 544,628
Operating
Expenses
Non-operating
Expenses

$ 4,450
$ 80

(3,781)
-
136,318
3,200

225,074
-

11,001
153

10,907

70

$ 383,969
$ 3,503
Total
$ 14,798
(8,992)
618,987
225,074
42,607

39,626
$ 932,100

Post-employment benefits (Note 24)
Defined contribution plans

Defined benefit plans
Short-term benefits
Salary

Remuneration of directors
Labor and health insurance
Other employees-related expenses
Total employee benefits expense
For the Year Ended December 31, 2017 For the Year Ended December 31, 2017





Operating
Costs

$ 11,096

(4,732)
395,916

-

35,855

32,810

$ 470,945
Operating
Expenses
Non-operating
Expenses

$ 3,933
$ 94

(2,458)
-
160,203
9,404

115,142
-

11,471
144

11,605

72

$ 299,896
$ 9,714
Total
$ 15,123
(7,190)
565,523
115,142
47,470

44,487
$ 780,555

As of December 31, 2018 and 2017, the Corporation had 496 and 571 employees, respectively. There were 12 non-employee directors for both years.

f. Employees’ compensation and remuneration of directors and supervisors

The Corporation accrued employees’ compensation and remuneration of directors and supervisors at the rates between 2% and 3.5% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2018 and 2017 which have been approved by the Corporation’s board of directors on March 21, 2018 and March 23, 2017, respectively, were as follows:

Employees’ compensation

Remuneration of directors and
supervisors
For the Year Ended December 31 For the Year Ended December 31
2018
Cash
Share
$ 253,436
$ -
223,658
-
2017
Cash
Share
$ 147,850
$ -
130,120
-

If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

  • 58 -

There is no difference between the actual amounts of employees’ compensation and remuneration of directors and supervisors paid and the amounts recognized in the financial statements for the years ended December 31, 2017 and 2016.

Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Corporation’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

28. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. Major components of tax (income) expense recognized in profit or loss


Current tax
Income tax on unappropriated earnings

Adjustments for prior years


Deferred tax
In respect of the current year
Adjustments to deferred tax attributable to changes in tax rates
and laws


Income tax expense recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **





2018
$ 19,711

(9)

19,702

1,022,598
35,338

1,057,936

$ 1,077,638
2017
$ -

(3,879)

(3,879)
(63,749)

-

(63,749)
$ (67,628)

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate (the tax rate
of the year 2018 and 2017 are 20% and 17%, respectively)

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized deductible temporary differences
Tax on changes in fair value of investment properties
Unrecognized loss carryforwards
Income tax on unappropriated earnings
Adjustments for prior years’ tax

Income tax expense (income) recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2018
$ 12,194,732

$ 2,438,946
44,394
(1,114,646)
(301,182)
(32,651)
23,075
19,711

(9)

$ 1,077,638
2017
$ 5,401,379
$ 918,234

2,144

(692,418)

36,662

(418,733)

90,362

-

(3,879)
$ (67,628)

In 2017, the applicable corporate income tax rate used by the corporate in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%.

As the status of 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.

  • 59 -

  • b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year:
Fair value changes of financial assets at FVTOCI

Fair value changes of available-for-sale financial assets
Remeasurement on defined benefit plans

Total income tax recognized in other comprehensive income

Current tax assets and liabilities
Current tax assets
Tax refund receivable
Current tax liabilities
Income tax payable
For the Year Ended For the Year Ended December 31


2018
$ (158,526)

-

(66,491)

$ (225,017)

**December **
2017
$ -
(197,882)
(30,320)
$ (228,202)
**31 **
2018
$ 9,022

$ 8,477
2017
$ 5,664
$ -

c. Current tax assets and liabilities

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2018

Deferred tax assets
Temporary differences
FVTOCI financial assets

FVTPL financial assets and
liabilities
Property, plant and equipment


Deferred tax liabilities
Temporary differences
Investment properties

Land value increment tax
Unappropriated earnings of
subsidiaries
Defined benefit obligation
Property, plant and equipment
Other financial assets and liabilities
Allowance for impaired receivables
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 158,526
$ -
$ (158,526)
-
8,944
-

10,460

(6,801)

-

$ 168,986
$ 2,143
$ (158,526)

$ 3,630,935
$ (32,651) $ -

3,427,438
-
-
563,866
1,046,395
-
244,549
26,596
66,491
21,746
11,130
-

4,670
6,701
-

84
212
-

772

1,696

-

$ 7,894,060
$ 1,060,079
$ 66,491
Closing
Balance
$ -
8,944

3,659

$ 12,603

$ 3,598,284
3,427,438
1,610,261
337,636
32,876
11,371
296

2,468

$ 9,020,630
  • 60 -

For the year ended December 31, 2017

Deferred tax assets
Temporary differences
AFS financial assets

Property, plant and equipment
Others


Deferred tax liabilities
Temporary differences
Investment properties

Land value increment tax
Unappropriated earnings of
subsidiaries
Defined benefit obligation
Property, plant and equipment
Other financial assets and liabilities
Allowance for impaired receivables
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 356,408
$ -
$ (197,882)
10,833
(373)
-

923

(923)

-

$ 368,164
$ (1,296)
$ (197,882)

$ 4,049,668
$ (418,733) $ -

3,427,438
-
-
198,244
365,622
-
210,698
3,531
30,320
17,370
4,376
-

17,328
(12,658)
-

-
84
-

8,039

(7,267)

-

$ 7,928,785
$ (65,045)
$ 30,320
Closing
Balance
$ 158,526
10,460

-
$ 168,986

$ 3,630,935
3,427,438
563,866
244,549
21,746
4,670
84

772
$ 7,894,060
  • e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2018 and 2017, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $5,104,939 thousand and $4,477,570 thousand, respectively.

  • f. The tax returns through 2016, except 2013, have been assessed by the tax authorities. The Corporation disagreed with the tax authorities’ assessment of its 2013 tax return and applied for a re-examination.

29. EARNINGS PER SHARE

Unit: NT$ Per Share

Unit: NT$ Per Share Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
For the Year Ended December 31

2018
$ 3.54
$ 3.49
2017
$ 1.74
$ 1.74
  • 61 -

The earnings and weighted average number of ordinary shares outstanding used for the earnings per share computation were as follows:

Net Profit for the Year

Net Profit for the Year

Profit for the period attributable to owners of the Corporation

Effect of potentially dilutive ordinary shares:
Convertible bonds

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31


2018
$ 11,117,094

26,638

$ 11,143,732
2017
$ 5,469,007

1,377
$ 5,470,384

Weighted average number of ordinary shares outstanding (in thousand shares):

Weighted average number of ordinary shares outstanding (in thousand shares): shares):

Weighted average number of ordinary shares in computation of basic
earnings per share

Effect of potentially dilutive ordinary shares:
Employees’ compensation
Convertible bonds

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31


2018
3,139,152

8,585
44,656

3,192,393
2017
3,139,297
5,937

2,420
3,147,654

The weighted average number of ordinary shares used in the computation of basic earnings per share is the weighted average outstanding shares after subtracting the shares of the Corporation held by the associates treated as treasury stock.

When an entity pays employee compensation that may be settled in shares or cash at the entity’s option, the entity shall presume that the employee compensation will be settled in shares, and the resulting potential shares shall be included in diluted earnings per share if the effect is dilutive. The number of shares is estimated by dividing the entire amount of the compensation by the closing price of the shares at the balance sheet date. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

30. CAPITAL MANAGEMENT

The Corporation manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Corporation consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Corporation (comprising issued capital, reserves, retained earnings, other equity).

The Corporation is not subject to any externally imposed capital requirements.

  • 62 -

Key management personnel of the Corporation review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Corporation may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.

31. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

December 31, 2018

Carrying
Fair Value
Amount
Level 1
Level 2
Level 3




Financial liabilities








Financial liabilities measured at
amortized cost




Bonds payable (included
current portion)
$ 16,192,567 $ 16,719,158 $ - $ -
December 31, 2017
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3




Financial liabilities








Financial liabilities measured at
amortized cost




Bonds payable (included
current portion)
$ 14,088,612 $ 14,096,452 $ - $ -
Fair values of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2018
Level 1
Level 2
Level 3
Financial assets at FVTPL
Overseas listed stocks
$ 1,037,426 $ - $ -
Beneficiary certificates

135,400

-

-

$ 1,172,826
$ -
$ -

Financial assets at FVTOCI
Investments in equity
instruments at FVTOCI
Domestic listed stocks
$ 7,183,796 $ - $ -
Domestic unlisted stocks
-

-

573,372

$ 7,183,796
$ -
$ 573,372
Fair Value
Level 1
Level 2
Level 3
















$ 16,719,158 $ - $ -
Fair Value
Total




$ 16,719,158
Total




$ 14,096,452
Total
$ 1,037,426
135,400
$ 1,172,826
$ 7,183,796
573,372
$ 7,757,168
(Continued)
  • b. Fair values of financial instruments measured at fair value on a recurring basis

  • 63 -

Financial liabilities at FVTPL
Cross-currency swap contracts
Bond options


December 31, 2017
Financial assets at FVTPL
Beneficiary certificates

Available-for-sale financial
assets
Domestic listed stocks

Overseas listed stocks

Level 1
$ -

-

$
Level 1
$ 171,500

$ 7,436,736

782,286

$ 8,219,022
Level 2
$ -
-

$ -

Level 2
$ -

$ -
-

$ -
Level 3
$ 44,717
223,501

$ 268,218

Level 3
$ -

$ -
3,888,505

$ 3,888,505
Total
$ 44,717
223,501
$ 268,218
(Concluded)
Total
$ 171,500
$ 7,436,736
4,670,791
$ 12,107,527

There were no transfers between Levels 1 and 2 for the years ended December 31, 2018 and 2017.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Balance at January 1 per IAS 39

Adjustment on initial application of IFRS 9

Balance at January 1 per IFRS 9
Recognized in profit or loss
Net gain (loss) on financial liabilities at FVTPL
Recognized in other comprehensive income
Unrealized gain (loss) on financial assets at FVTOCI
Purchases
Transfers out of Level 3

Balance at December 31, 2018
Financial
Liabilities at
FVTPL
Derivatives
$ -

-

-
47,303
-
220,915
-

$ 268,218
Financial Assets
at FVTOCI
Financial Assets
at FVTOCI



Equity
Instruments
$ 3,888,505

548,116
4,436,621
-
411,456
-
(4,274,705)
$ 573,372



  • 64 -

For the year ended December 31, 2017

For the year ended December 31, 2017
Available-
for-sale Equity
Instruments
Balance at January 1, 2017 $ 1,825,382
Recognized in other comprehensive income (loss) 1,164,014
Purchases
899,109
Balance at December 31, 2017 $ 3,888,505
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

  • a) The fair values of convertible bond options are determined using the information available from the counterparty for valuation based on the option pricing model. The option pricing model incorporates the present value techniques and reflects both the time value and the intrinsic value of options.

  • b) The fair value of cross currency swap contracts is determined using the information available from the counterparty for valuation. The counterparty measures the fair value of a cross currency swap contracts using the discounted cash flows model. Future cash flows are estimated based on observable forward exchange rates at balance sheet dates and contract forward rates and discounted at rates that reflect the credit risk of various counterparties.

  • c) The fair value of equity securities suspended for trading and therefore without quoted price was determined by using the weighted average of values calculated under market-based approach and market value approach. In market-based approach, the fair value of the investee is measured by weighted average multiple value of (i) EV/sales, (ii) EV/EBITDA, and (iii) P/B of other comparable listed companies. In market value approach, the fair value is estimated based on the average closing price before security suspension. Liquidity risk parameters need to be taken into account when using these approaches. Due to the long period of security trading suspension, the market value approach had become irrelevant. Therefore, the fair value was determined only by using the weighted average of values calculated under market-based approach as of December 31, 2017.

    • i. EV/Sales: Enterprise value ÷ Sales.

    • ii. EV/EBITDA: Enterprise value ÷ Earnings before interest, taxes, depreciation and amortization.

iii. P/B: Price ÷ Book value.

  • d) The fair values of unlisted stocks are determined by using the asset approach or the market approach. In the asset approach, the fair values are estimated by using the net asset value measured at fair value based on the unlisted investees’ latest financial statements, while taking into account the liquidity discount and non-controlling interest discount. In the market approach, the fair values are estimated based on the market transaction prices of comparable companies with similar industrial and business characteristics and liquidity discount are considered.

  • 65 -

  • c. Categories of financial instruments

Financial assets
Fair value through profit or loss (FVTPL)

Loans and receivables (1)
Available-for-sale financial assets (2)
Financial assets at amortized cost (3)
Financial assets at FVTOCI
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities at amortized cost (4)
December 31
2018
2017
$ 1,172,826 $ 171,500
-
4,312,247
-
12,236,320
4,747,829
-
7,757,168
-
268,218
-
44,258,001
43,305,878
  • 1) The balances include loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, and trade, notes and other receivables.

  • 2) The balances include the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • 4) The balances include financial liabilities at amortized cost, which comprise short-term bills payable, trade and other payables, bonds issued and long-term loans.

  • d. Financial risk management objectives and policies

The Corporation’s major financial instruments include equity and debt investments, trade receivables, trade payables, bonds payable and borrowings. The Corporation’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Corporation through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Corporation mitigates the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Corporation’s policies approved by the board of directors, which provides written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis.

1) Market risk

The Corporation’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Corporation enters into cross-currency swap contracts to mitigate its exposure to foreign currency risk and interest risk.

a) Foreign currency risk

The Corporation have foreign currency sales and purchases and foreign currency financing activities, which expose the Corporation to foreign currency risk.

  • 66 -

The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities and derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 36.

Sensitivity analysis

The Corporation was mainly exposed to the RMB and USD.

The following table details the Corporation’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies. The sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items less notional amounts of cross-currency swap. The analysis assumed a 5% change in foreign currency rates at the end of the reporting period. A positive number below indicates an increase in pre-tax profit assuming the New Taiwan dollars weakened by 5% against the relevant currency. For a 5% strengthening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances shown below would be negative.


be negative.
Increase (decrease) in
pre-tax profit
RMB Impact
For the Year Ended
December 31
2018
2017
$ 42,224
$ 27,497
USD Impact
For the Year Ended
December 31
2018
2017
$ 161,809
$ 169,681

b) Interest rate risk

The Corporation is exposed to interest rate risk because the Corporation borrows funds at both fixed and floating interest rates. The risk is managed by the Corporation by maintaining an appropriate mix of fixed and floating rate borrowings and using cross-currency swap contracts.

The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to changes in interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2018
2017
$ 2,793,778 $ 2,977,354
32,621,682
28,203,100
1,536,461
1,100,917
10,033,000
13,588,000

Sensitivity analysis

The sensitivity analysis below is based on the Corporation’s exposure to changes in interest rates of non-derivative instruments at the end of the reporting period.

  • 67 -

If interest rates had been 0.01% higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2018 and 2017 would have decreased/increased by $1,049 thousand and $922 thousand, respectively, mainly due to the Corporation’s exposure to changes in interest rates of its variable-rate bank borrowings and bank deposits.

c) Other price risk

The Corporation is exposed to price risk through its investments in listed equity securities and beneficiary certificates of funds.

Sensitivity analysis

The sensitivity analysis below is based on the exposure to investment position price risks at the end of the reporting period.

If investment position prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $11,728 thousand as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $71,838 thousand as a result of the changes in fair value of financial assets at FVTOCI.

If investment position prices had been 1% higher/lower, pre-tax profit for the year ended December 31, 2017 would have increased/decreased by $1,715 thousand as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $82,190 thousand as a result of the changes in fair value of available-for-sale shares.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk which would cause a financial loss to the Corporation due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Corporation is equal to the carrying amount of the financial assets as stated in the balance sheets.

The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Corporation only transacts with entities that are rated the equivalent of investment grade and above. The Corporation uses publicly available financial information and its own trading records to rate its major customers. The Corporation’s exposure and the credit ratings of its counterparties are continuously monitored.

The counterparties in trade receivables consist of a large number of clients in different industries and regions. The Corporation evaluates clients’ financial condition continuously.

Credit risk represents the potential negative impact on the financial assets of the Corporation if counterparties or third parties breach the contracts. The Corporation evaluates credit risk exposure on contracts with positive carrying value. The Corporation evaluated the credit risk exposure as immaterial because all counterparties are reputable financial institutions and companies with good credit ratings.

  • 68 -

3) Liquidity risk

The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

  • a) Liquidity and interest rate tables for non-derivative financial liabilities

The following tables detail the Corporation’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Corporation can be required to pay. The tables included both interest and principal cash flows.

To the extent that interest rates are floating, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2018

Effective
Interest Rates
(%)

Non-derivative financial
liabilities
Non-interest bearing
-

Variable interest rate
liabilities
1.47
Fixed interest rate liabilities
0.70
Financial guarantee contracts
-


December 31, 2017
Effective
Interest Rates
(%)

Non-derivative financial
liabilities
Non-interest bearing
-

Variable interest rate
liabilities
1.36
Fixed interest rate liabilities
0.87
Financial guarantee contracts
-

On Demand or
Less than
1 Month
$ 396,962
-
11,437,104

-

$ 11,834,066

On Demand or
Less than
1 Month
$ 350,200
-
9,128,405

-

$ 9,478,605
1-3 Months
$ 568,442

-

-

-

$ 568,442

1-3 Months
$ 699,898

-

-

-

$ 699,898
3 Months to
1 Year
$ 585,020

-

4,000,000

23,249,487

$ 27,834,507

3 Months to
1 Year
$ 350,934

-

4,088,612

22,632,412

$ 27,071,958
1-5 Years
$ 52,895

10,033,000

17,184,578

-

$ 27,270,473

1-5 Years
$ 113,746

13,588,000

14,986,083

-

$ 28,687,829
5+ Years
$ -

-

-

-
$ -
5+ Years
$ -

-

-

-
$ -

The amounts above of variable interest rate non-derivative financial assets and liabilities are subject to change if actual variable interest rates differ from those estimates of interest rates at the end of the reporting period.

  • b) Liquidity and interest rate risk table for derivative financial liabilities

The following table details the Corporation’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.

  • 69 -

December 31, 2018

On
Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year

Net settled
Cross-currency swap
contracts
$ -
$ (39,911)
$ (139,437)
1-5 Years
$ (322,827)
5+ Years
$ -
  • e. Transfers of financial assets. None.

  • f. Offsetting financial assets and financial liabilities. None.

  • g. Reclassifications. None.

32. TRANSACTIONS WITH RELATED PARTIES

Details of transactions between the Corporation and other related parties are disclosed below.

Transactions with related parties are conducted under normal terms.

  • a. Related party name and category
Related Party Name
FMT
DCI
YLPPC
ACSPL
NHC
AEE
AIC
YTRMC
ACCHC
YLT
Ya Sing Ready-Mixed Concrete Corp.
Fu Shan Mineral Stone Co., Ltd.
Fu Da Transportation Corp.
Jiangxi Yadong Cement Co., Ltd.
Kowloon Cement Corp. Ltd.
Perez - AOG L.L.C.
FENC
U-Ming
YDC
OSC
FEDSDL
EISF
Shih Hsin Storage & Transportation Co., Ltd.
Pao-Good Industry Co., Ltd.
Far EasTone Telecommunications Co., Ltd.
Related Party Category
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Sub-subsidiaries
Sub-subsidiaries
Sub-subsidiaries
Sub-subsidiaries
Sub-subsidiaries
Sub-subsidiaries
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Associates
Others
(Continued)
  • 70 -
Related Party Name
Far Eastern Department Store Ltd.
Chu Feng Power Corporation, Preparatory Office
Oriental Union Chemical Corp.
Mr. Xu Yuanzhi Memorial Foundation
Yuan Ze University
New Century InfoComm Tech Co., Ltd.
CHC Resources Corporation
Far Eastern Resources Development Co.
Far Eastern General Construction Inc.
Far Eastern International Leasing Corporation
U-Ming Transport (Singapore) Private Limited
Ding & Ding Management Consultants Co., Ltd.
Far Eastern Memorial Hospital
Ya Tung Department Store Ltd.
YDT Technology International Corporation
Oriental Resources Development Co., Ltd.
Far Eastern Leasing Corporation
Ho Hwei Enterprise Corp. Ltd.
Far Eastern Apparel Co., Ltd.
NanKung Enterprise Ltd.
Far Eastern Fibertech Co., Ltd.
Far Eastern Technical Consultants Co., Ltd.
Far Eastern International Bank (FEIB)
Far Eastern New Century (China) Corporation
Related Party Category
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
Others
(Concluded)

Note: Other related party relationships mainly include associates’ subsidiaries, legal person in which the chairman is the same as the Corporation’s chairman and the director is also the Corporation’s chairman.

b. Operating transactions

Operating transactions

Operating revenues
Subsidiaries

Associates
Others



Operating cost

Subsidiaries

Associates
Others

**For the Year Ended December 31 **







2018
$ 2,582,709

253,840
139,159

$ 2,975,708

$ 726,082

601,069
370,105

$ 1,697,256
2017
$ 2,107,862
371,303

130,789
$ 2,609,954
$ 631,578
536,598

265,314
$ 1,433,490
  • 71 -

Receivables from related parties (including notes receivable, trade receivables and other receivables):

Subsidiaries
YTRMC

Others

Associates
Others

December 31 December 31



2018
$ 370,183

152,353

522,536
11,772
6,692

$ 541,000
2017
$ 297,210

96,302
393,512
11,901

15,555
$ 420,968

Accounts payable and accrued expenses to related parties:

Subsidiaries

Associates
Others

December 31 December 31


2018
$ 84,014

97,764
6,326

$ 188,104
2017
$ 69,821
97,359

4,936
$ 172,116

The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2018 and 2017, no allowance for impairment was recognized on trade receivables from related parties.

Prepayments:

Associates

c. Transactions with FEIB
Bank deposits (Note)

Bank Loans
December 31 December 31
2018
2017
$ 15,000
$ 15,000
December 31

2018
$ 7,969,230

$ 400,000
2017
$ 1,078,121
$ 600,000

Note: The balances included amounts recognized as debt investments with no active market, financial assets measured at amortized cost, and other non-current assets (refundable deposits).

  • 72 -

d. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2018 and 2017 were as follows:


Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 268,538

756

$ 269,294
2017
$ 173,469

756
$ 174,225

The remuneration of directors and key executives is determined by the remuneration committee based on the performance of individuals and market trends.

  • e. Other transactions with related parties

  • 1) Operating expense - rental


Associates

Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2018
$ 44,912

6,084

$ 50,996
2017
$ 44,861

6,157
$ 51,018
  • 2) Acquisitions of property, plant and equipment

Others

3) Acquisitions of investment properties

Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2018
2017
$ 34
$ -
For the Year Ended December 31
2018
$ 337
2017
$ 1,186

33. OPERATING LEASE ARRANGEMENTS

  • a. The Corporation as lessee

Operating leases relate to leases of office. The refundable deposits paid under operating lease contracts as of December 31, 2018 and 2017 were both $10,811 thousand.

  • 73 -

The future minimum lease payments for non-cancellable operating lease commitments are as follows:

Not later than 1 year

Later than 1 year and not later than 5 years

December 31 December 31


2018
$ 44,816

44,816

$ 89,632
2017
$ 44,761

89,522
$ 134,283

The rent expenses on the above operating lease contracts were $44,805 thousand and $44,754 thousand, respectively in 2018 and 2017 for the years ended December 31, 2018 and 2017, respectively.

  • b. The information of the Corporation as lessor refers to Note 17.

34. ASSETS PLEDGED AS COLLATERAL

The following assets are provided as collaterals for short-term and long-term bank borrowings:

Investment properties

Investments accounted for using equity method
Financial assets at fair value through other comprehensive income -
current
Property, plant and equipment, net
Available-for-sale financial assets - current

**December 31 ** **December 31 **


2018
$ 13,840,249
11,388,997
1,107,800
886,829

-

$ 27,223,875
2017
$ 13,915,793

10,745,637

-

892,722

1,065,750
$ 26,619,902

35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

As of December 31, 2018, the Corporation had the following significant commitments and contingencies:

  • a. Unused letters of credit of US$4,419 thousand and EUR131 thousand.

  • b. Guarantee notes issued for related parties:

The Corporation

AIC

DCI

NHC

YLPPC

AEE

YSRMC

FSMS

$ 12,039,900

8,769,975

1,339,310

497,642

422,660

150,000

30,000
$ 23,249,487
  • 74 -

  • c. On December 4, 2015 and December 17, 2015, CSCGL, China Shanshui Cement Group (Hong Kong) Company Limited and China Pioneer Cement (Hong Kong) Company Limited (collectively referred as “Shanshui Cement Group”) commenced legal proceedings against former directors of CSCGL in respect of alleged dishonest breaches of fiduciary duty or alleged conspiracy to injure CSCGL during their tenures. The proceedings arose from disputes between CSCGL’s present and former board of directors over the changes in management and the takeover of the headquarters of CSCGL. On April 7, 2016, the Corporation was added as the 10th defendant. The Corporation has engaged lawyers to take legal actions in connection with the unqualified claim to defend its reputation and interests. Up to the date of the auditors’ report, the proceedings are still ongoing and it is premature to make any assessment of the likely outcome of the action. Therefore, the Corporation did not recognize any contingent liabilities.

  • d. Tianrui Group Company Limited and Tianrui (International) Holding Company Limited (collectively referred as “Tianrui Group”), CSI and former and present directors of CSCGL, in breach of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Codes on Takeovers and Mergers and Share Buy-backs issued by the Hong Kong Securities and Futures Commission and the fiduciary duties, have engaged in unfair prejudicial conducts in favor of Tianrui directly and indirectly through CSCGL which are detrimental to the interests of shareholders including the Corporation. The Corporation has filed a writ of summons in the High Court of Hong Kong Special Administrative Region and the Grand Court of the Cayman Islands in June and August 2017, respectively. The Corporation is seeking legal advice in relation to the legal proceedings. Up to the date of the auditors’ report, the trial date has not been set. The Corporation’s appointed attorney has been actively following up on the legal proceedings.

36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2018

December 31, 2018
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $
189,004
4.46804
$ 844,478
USD 105,534 30.665 3,236,187
Non-monetary items
HKD 266,622 3.891 1,037,426
Financial liabilities
Monetary items
USD 8,747 30.665 268,218
  • 75 -

December 31, 2017

December 31, 2017
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $
120,949
4.5469
$ 549,935
USD 117,225 29.71 3,482,756
Non-monetary items
HKD 1,026,926 3.777 3,878,700
Financial liabilities
Monetary items
USD 3,000 29.71 89,130

For the years ended December 31, 2018 and 2017, the total amounts of realized and unrealized net foreign exchange gains (losses) were $36,987 thousand and $251,699 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency because of the variety of the foreign currency transactions and functional currencies of the entities.

37. SEPARATELY DISCLOSED ITEMS

Following are the additional disclosures required by the Securities and Futures Bureau for the Corporation and investees:

  • a. Financing provided to others: Table 1 (attached).

  • b. Endorsement/guarantee provided: Table 2 (attached).

  • c. Marketable securities held (excluding investments in subsidiaries, associates and joint ventures): Table 3 (attached).

  • d. Marketable securities acquired and disposed of at costs or prices at least $300 million or 20% of the paid-in capital: Table 4 (attached).

  • e. Acquisition of individual real estate at costs of at least $300 million or 20% of the paid-in capital: None.

  • f. Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital: None.

  • g. Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: Table 5 (attached).

  • h. Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital: Table 6 (attached).

  • i. Names, locations, and related information of investees on which the Corporation exercises significant influence (excluding investee companies in Mainland China): Table 7 (attached).

  • j. Derivative financial instrument transactions: Note 7.

  • 76 -

  • k. Information on investments in Mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 8)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: Table 8.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • 77 -

TABLE 1

ASIA CEMENT CORPORATION

FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
1 ACCHC FENCC
YDES
Other receivables
Other receivables
Y
Y
RMB651,000
thousand
(equivalent to
NT$2,908,697
thousand)
RMB230,000
thousand
(equivalent to
NT$1,027,650
thousand)
RMB431,900
thousand
(equivalent to
NT$1,929,748
thousand)
RMB230,000
thousand
(equivalent to
NT$1,027,650
thousand)
RMB431,900
thousand
(equivalent to
NT$1,929,748
thousand)
RMB114,699
thousand
(equivalent to
NT$512,478
thousand)
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB2,417,582
thousand
(equivalent to
NT$10,801,863
thousand)
Same as above
50% of net worth
RMB6,043,955
thousand
(equivalent to
NT$27,004,657
thousand)
Same as above
2 OHC NYLC
WYXC
TZOCCL
SHYLCP
SYCPCL
CYCPCL
SLCL
SLCCL
SIYDCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB25,000 thousand
(equivalent to
NT$111,701
thousand)
RMB95,000 thousand
(equivalent to
NT$424,464
thousand)
RMB15,000 thousand
(equivalent to
NT$67,021
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB240,000
thousand
(equivalent to
NT$1,072,331
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
-
-
-
-
-
-
RMB240,000
thousand
(equivalent to
NT$1,072,331
thousand)
-
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
-
-
-
-
-
-
RMB193,000
thousand
(equivalent to
NT$862,332
thousand)
-
RMB140,000
thousand
(equivalent to
NT$625,526
thousand)
-
-
-
-
-
-
4.57%
-
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB399,973
thousand
(equivalent to
NT$1,787,097
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB999,933
thousand
(equivalent to
NT$4,467,745
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above

(Continued)

  • 78 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
3 JYDC YYDCCL
TZOCCL
HGYDC
NYLC
SIYDCCL
SLCL
CYCPCL
SLCCL
SHYLCP
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
Y
Y
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
RMB145,000
thousand
(equivalent to
NT$647,866
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB300,000
thousand
(equivalent to
NT$1,340,413
thousand)
RMB500,000
thousand
(equivalent to
NT$2,234,022
thousand)
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB160,000
thousand
(equivalent to
NT$714,887
thousand)
RMB145,000
thousand
(equivalent to
NT$647,866
thousand)
-
-
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB400,000
thousand
(equivalent to
NT$1,787,218
thousand)
-
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB100,000
thousand
(equivalent to
NT$446,804
thousand)
RMB115,000
thousand
(equivalent to
NT$513,825
thousand)
RMB95,000 thousand
(equivalent to
NT$424,464
thousand)
-
-
-
RMB132,000
thousand
(equivalent to
NT$589,782
thousand)
-
RMB34,000 thousand
(equivalent to
NT$151,913
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
4.57%
4.57%
-
-
-
4.57%
-
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
20% of net worth
RMB1,116,765
thousand
(equivalent to
NT$4,989,755
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB2,791,912
thousand
(equivalent to
NT$12,474,386
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
4 NYDC SHYLCP
NYLC
SIYDCCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB5,000 thousand
(equivalent to
NT$22,340
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
-
-
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
RMB14,000 thousand
(equivalent to
NT$62,553
thousand)
-
-
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
-
-
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-
-
-
-
-
-
-
-
-
20% of net worth
RMB34,781
thousand
(equivalent to
NT$155,403
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB86,953
thousand
(equivalent to
NT$388,510
thousand)
Same as above
Same as above
Same as above
(Continued)
  • 79 -
No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
5 HYDCCL WYXC
HXMC
WYCPCL
SLCL
SYCPCL
SIYDCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB115,000
thousand
(equivalent to
NT$513,825
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB170,000
thousand
(equivalent to
NT$759,567
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB130,000
thousand
(equivalent to
NT$580,846
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB40,000 thousand
(equivalent to
NT$178,722
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB150,000
thousand
(equivalent to
NT$670,207
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB80,000 thousand
(equivalent to
NT$357,444
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB24,500 thousand
(equivalent to
NT$109,467
thousand)
-
RMB105,000
thousand
(equivalent to
NT$469,145
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
-
4.57%
4.68%
-
4.57%
4.57%
-
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -

-

-

-

-

-
-
-
-
-
-
-
$ -
-
-
-
-
-
20% of net worth
RMB483,712
thousand
(equivalent to
NT$2,161,246
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB1,209,279
thousand
(equivalent to
NT$5,403,112
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
6 WYDC WYXC
WYCPCL
SYCPCL
SLCL
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB35,000 thousand
(equivalent to
NT$156,382
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
RMB60,000 thousand
(equivalent to
NT$268,083
thousand)
RMB25,000 thousand
(equivalent to
NT$111,701
thousand)
RMB30,000 thousand
(equivalent to
NT$134,041
thousand)
RMB90,000 thousand
(equivalent to
NT$402,124
thousand)
4.57%
4.57%
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-
-
-
-
-
-
-
-
-
20% of net worth
RMB116,013
thousand
(equivalent to
NT$518,351
thousand)
Same as above
Same as above
Same as above
50% of net worth
RMB290,031
thousand
(equivalent to
NT$1,295,871
thousand)
Same as above
Same as above
Same as above
7 CYCPCL SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
RMB10,000 thousand
(equivalent to
NT$44,680
thousand)
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB13,628
thousand
(equivalent to
NT$60,891
thousand)
Same as above
50% of net worth
RMB34,070
thousand
(equivalent to
NT$152,226
thousand)
Same as above
8 HGYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
RMB20,000 thousand
(equivalent to
NT$89,361
thousand)
RMB50,000 thousand
(equivalent to
NT$223,402
thousand)
4.57%
4.57%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB236,851
thousand
(equivalent to
NT$1,058,261
thousand)
Same as above
50% of net worth
RMB592,128
thousand
(equivalent to
NT$2,645,654
thousand)
Same as above

(Continued)

  • 80 -

(Concluded)

No. Lender Borrower Financial
Statement Account
Related
Parties
Highest Balance for
the Period
Ending Balance
(Note 2)
Actual Borrowing
Amount
Interest Rate
(Note 3)
Nature of Financing Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
Item Value
9 NYLC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
RMB16,000 thousand
(equivalent to
NT$71,489
thousand)
$ -
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB36,830
thousand
(equivalent to
NT$164,558
thousand)
Same as above
50% of net worth
RMB92,074
thousand
(equivalent to
NT$411,391
thousand)
Same as above

Note 1: The net value was calculated based on audited financial statements as of December 31, 2018.

Note 2: The ending balance is the financing credit lines to the respective borrowers approved by the board of directors of lenders.

Note 3: The interest rate was for the year ended December 31, 2018.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2018.

  • 81 -

TABLE 2

ASIA CEMENT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on Each
Endorsement/
Guarantee Given on
Behalf of Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee Limit
(Note 1)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
(Note 3)
0 The Corporation AIC
DCI
FSMS
NHC
AEE
YLPPC
YSRMC
b
b
b
b
b
b
b
50% of net worth
($68,946,113)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,054,300
8,773,575
30,000
1,340,920
423,620
497,642
150,000
$ 12,039,900

8,769,975

30,000

1,339,310

422,660

497,642

150,000
$ 8,130,000

4,800,000

30,000

445,000

160,000

177,975

55,000
None
None
None
None
None
None
None
8.73
6.36
0.02
0.97
0.31
0.36
0.11
100% of net worth
($137,892,226)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Y
Y
Y
Y
Y
Y
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS
ACM IV
b
b
50% of net worth
($6,236,401)
Same as above
50,000
216,335

50,000

214,655

-

-
None
$214,655
0.40
1.72
100% of net worth
($12,472,801)
Same as above
Y
Y
-
-
-
-
2 Asia Oriental
(Guam) L.L.C.
PEREZ - AOG,
L.L.C.
b 50% of net worth
(US$851 thousand)
(equivalent to
NT$26,085 thousand)
15,333
-

-
None - 100% of net worth
(US$1,701 thousand)
(equivalent to
NT$52,169 thousand)
Y - -
3 ACCHC PIHPL b 50% of net worth
(RMB6,043,955
thousand) (equivalent
to NT$27,004,655
thousand)
919,950
-

-
None - 100% of net worth
(RMB12,087,909
thousand) (equivalent
to NT$54,009,309
thousand)
Y - -

Note 1: The net value was calculated based on audited financial statements as of December 31, 2018.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2018.

Note 3: The relationship between guarantor and guarantee are as follows:

  • a. Firms that do business with the Corporation.

  • b. Firms of which the Corporation holds, directly or indirectly, over 50% of the voting shares.

  • 82 -

TABLE 3

ASIA CEMENT CORPORATION

(EXCLUDING SUBSIDIARIES, ASSOCIATES AND JOINTLY CONTROLLED ENTITIES)

MARKETABLE SECURITIES HELD DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
The Corporation
DCI
Beneficiary certificates
Deutsche Far Eastern DWS Taiwan Flagship Security
Investment Trust Fund
Common stocks
China Conch Venture Holding
Far EasTone
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Far Eastern International Bank
KRT
Taiwan Stock Exchange Corp.
DDH
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Mega Target Return Strategy Fund of ETF Funds
ChinaAMC CSI 300 Index ETF
Opas Fund Segregated Portfolio Tranche A
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Opas Fund Segregated Portfolio Tranche E
Common stocks
Industrial and Commercial Bank of China, A share
China Mobile Communications Corporation
Haitong Securities Co., Ltd.
Taiwan Cement Co., Ltd.
Hsing Ta Cement Co., Ltd.
Chunghwa Picture Tubes, Ltd.
Innolux Corporation
Pegatron Corporation
Delta Electronics Inc.
Tong Yang Industry Co., Ltd
First Financial Holding Co., Ltd.
Taiwan Semiconductor Manufacturing Co., Ltd
E Ink Holdings corporation
Casetek Holdings Limited
-
-
The same chairman
The same chairman
The same chairman
The Corporation is its director
The chairman of the Corporation is its vice-chairman
-
-
Related party in substance
-
-
The Corporation is its director
-
-
-
-
Related party in substance
Related party in substance
Related party in substance
Related party in substance
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
10,000,000
11,443,000
31,034,372
80,052,950
63,766,522
22,801,185
76,842,263
15,873,243
8,028,922
555,625
598,121
250,003
1,551,395
5
400,000
1,000,811
540,000
8,000
1,352
56,000
4,070
2,000,000
210,000
1,800,000
7,501,400
12,247,854
275,223
9,200,000
1,242,000
1,080,000
1,632,000
2,950,210
450,000
1,130,000
1,050,000
$ 135,400
1,037,426
2,371,026
1,256,831
1,645,176
1,142,339
768,423
83,040
439,664
-
24,427
3,902
22,340
-
30,200
9,608
74,065
259,519
51,698
1,716,669
151,615
47,272
61,569
52,528
267,050
169,020
171
89,424
63,839
139,860
60,139
59,004
101,475
34,070
41,317
-
0.63
0.95
5.65
7.20
9.17
2.35
5.70
1.16
0.53
0.31
0.38
1.36
0.5
-
-
0.20
-
-
-
-
-
-
0.05
0.14
3.58
-
0.09
0.05
0.04
0.28
0.02
0.00
0.10
0.25
$ 135,400
1,037,426
2,371,026
1,256,831
1,645,176
1,142,339
768,423
83,040
439,664
-
24,427
3,902
22,340
-
30,200
9,608
74,065
259,519
51,698
1,716,669
151,615
47,272
61,569
52,528
267,050
169,020
171
89,424
63,839
139,860
60,139
59,004
101,475
34,070
41,317
Note 4

(Continued)

  • 83 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
China Life Insurance Company Limited, H share
Far Eastern International Bank
Oriental Union Chemical Corp.
Far EasTone
Mega Financial Holding Co., Ltd.
Far Eastern International Bank
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Picvue Electronics Co., Ltd.
DDH
Far Eastern International Leasing Corporation
Common stocks
Far EasTone
Common stocks
Far EasTone
Common stocks
Everest Textile Co., Ltd.
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Yi Tong Fiber Co., Ltd.
Common stocks
Far Eastern International Bank
Far Eastern Department Store Ltd.
Oriental Union Chemical Corp.
Ding & Ding Management Consultants Co., Ltd.
Common stocks
Far EasTone
Ding & Ding Management Consultants Co., Ltd.
Common stocks
Far EasTone
Yamay International Development Corp.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche C
Opas Fund Segregated Portfolio Tranche D
Opas Fund Segregated Portfolio Tranche E
ChinaAMC CSI 300 Index ETF
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
The same chairman
The same chairman
The Corporation is its director
-
Same chairman with the major stockholder
The Corporation is its director
Same chairman with the major stockholder
Same chairman with the major stockholder
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
Same chairman with the major stockholder
-
The chairman of the Corporation is its vice-chairman
by the ultimate parent company
The chairman of the Corporation is its vice-chairman
Same chairman with the ultimate parent company
-
Same chairman with the major stockholder
-
The director of the Corporation is its chairman
-
Related party in substance
Related party in substance
Related party in substance
-
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
607,000
36,720,075
41,246
215,000
9,958,000
94,924,216
13,630,966
10,506,792
4,812,514
161,700
213,428
45,258,938
50,000
230,000
13,018,843
2,256,782
1,185,713
5,256,454
288,376
935,029
3,254,125
685,704
120,000
216,000
105,000
15
4,016
58,000
3,973
1,000,000
$ 39,301
367,201
1,064
16,426
258,410
949,242
214,006
271,075
241,107
-
-
602,813
3,820
17,572
151,019
58,225
18,616
41,691
2,884
14,680
83,956
8,376
9,168
900
8,022
-
153,597
1,777,978
147,992
137,158
0.01
1.12
-
0.01
0.07
2.90
0.96
1.19
1.94
0.06
0.21
10.14
-
0.01
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
-
-
-
-
-
0.37
$ 39,301
367,201
1,064
16,426
258,410
949,242
214,006
271,075
241,107
-
-
602,813
3,820
17,572
151,019
58,225
18,616
41,691
2,884
14,680
83,956
8,376
9,168
900
8,022
-
153,597
1,777,978
147,992
137,158
Note 5

(Continued)

  • 84 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
Asia Cement Pioneer Investment Ltd.
FSMS
YLT
YLSS
KCC
KCCL
Common stocks
Hsing Ta Cement Co., Ltd
First Financial Holding Co., Ltd.
Foxconn Technology Co., Ltd
Taiwan Cement Co., Ltd.
Quanta Computer Inc.
Pegatron Corporation
Taiwan Semiconductor Manufacturing Co., Ltd
Hon Hai Precision Industry Co., Ltd.
Mega Financial Holding Co., Ltd.
China Construction Bank Corporation, A share
China Life Insurance Company Limited, H share
China Mobile Communications Corporation
Far EasTone
Casetek Holdings Limited
Nan Ya Plastics Corporation
Inventec Corporation
China Life Insurance Company Limited, A share
China Life Insurance Company Limited, H share
Far Eastern International Bank
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Ding Shen Investment Co., Ltd.
Common stocks
Cementon Micronesia L.L.C.
Common stocks
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Common stocks
Far Eastern International Bank
Far EasTone
Common stocks
Far EasTone
Beneficiary certificates
iShare FTSF A50 China Index ETF
CSOP FTSE China A50 ETF
Beneficiary certificates
Allianz US High Yield Fund
Opas Fund Segregated Portfolio Tranche C
-
-
-
-
-
-
-
-
-
-
-
-
Same chairman with the major stockholder
-
-
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
The Corporation is its director
-
-
-
The chairman of the Corporation’s major stockholder
is its vice-chairman
Same chairman with the major stockholder
Same chairman with the major stockholder
-
-
-
Related party in substance
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through other
comprehensive income - noncurrent
Same as above
Financial assets at fair value through other
comprehensive income - current
Financial assets at fair value through profit or
loss - current
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
16,515,650
3,869,310
2,043,000
364,000
1,805,000
825,000
400,000
1,720,000
7,926,000
2,500,000
1,350,000
448,000
1,426,303
1,000,000
2,541,000
2,882,000
540,000
986,000
131,660,130
1,552,156
4,473,972
39,600,000
(Note 1)
10,000
350,000
2,942,886
71,099
130,000
1,123,600
300,000
97,741
1,606
$ 227,916
77,386
123,602
12,958
95,124
42,405
90,200
121,776
205,680
71,154
87,407
131,348
108,970
39,350
191,845
63,548
49,196
63,840
1,316,601
40,047
70,241
310,068
121,914
70
26,425
29,429
5,432
9,932
HK$ 12,809
thousand
HK$ 3,438
thousand
HK$ 5,231
thousand
HK$ 16,931
thousand
4.83
0.03
0.14
0.01
0.05
0.03
-
0.01
0.06
-
-
-
0.04
0.24
0.03
0.08
-
-
4.03
0.18
0.32
18.00
10.00
0.15
-
0.09
-
-
-
-
-
-
$ 227,916
77,386
123,602
12,958
95,124
42,405
90,200
121,776
205,680
71,154
87,407
131,348
108,970
39,350
191,845
63,548
49,196
63,840
1,316,601
40,047
70,241
310,068
121,914
70
26,425
29,429
5,432
9,932
HK$ 12,809
thousand
HK$ 3,438
thousand
HK$ 5,231
thousand
HK$ 16,931
thousand
Note 6

(Continued)

  • 85 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
ACSPL
OCPL
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Opas Fund Segregated Portfolio Tranche D
Common stocks
DBS Group
Guocoland Ltd.
Hong Leong Asia
INTRACO
Engro Corp Ltd.
Holcim Singapore Ltd.
Common stocks
Hiap Hoe Ltd.
-
-
Related party in substance
-
-
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - noncurrent
Financial assets at fair value through profit or
loss - current
3,232,758
745,068
19,000
33,436
26,666
20,000
46,875
2,000
2,000
44,260
SGD
3,889
thousand
SGD
2,454
thousand
SGD
25,913
thousand
SGD
792
Thousand
SGD
48
Thousand
SGD
10
Thousand
SGD
12
thousand
SGD
2
thousand
SGD
5
thousand
SGD
39
thousand
-
-
-
-
-
-
-
-
-
-
SGD
3,889
thousand
SGD
2,454
thousand
SGD
25,913
thousand
SGD
792
Thousand
SGD
48
Thousand
SGD
10
Thousand
SGD
12
thousand
SGD
2
thousand
SGD
5
thousand
SGD
39
thousand

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items under IFRS 9 “Financial Instruments: Recognition and Measurement”.

Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair value less accumulated impairment loss; the carrying amounts of financial instruments not measured at fair values are the original cost or amortized cost less accumulated impairment loss.

Note 4: 14,500 thousand shares ($1,107,800 thousand) of the securities are pledged as collaterals for bank loans of the Corporation.

Note 5: 5,000 thousand shares ($78,500 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 6: 3,500 thousand shares ($54,950 thousand) of the securities are pledged as collaterals for bank loans of AIC.

(Concluded)

  • 86 -

TABLE 4

ASIA CEMENT CORPORATION

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
(Note 1)
Financial Statement
Account
Counterparty
(Note 2)
Relationship
(Note 2)
Beginning Balance Beginning Balance Acquisition (Note 3) Acquisition (Note 3) Disposal (Note 3) Disposal (Note 3) Ending Balance
Shares/Units Amount Shares/Units Amount Shares/Units Amount Carrying Value Gain (Loss) on
Disposal
Shares/Units Amount
ACSPL
DCI
AIC
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Beneficiary certificates
Opas Fund Segregated
Portfolio Tranche D
Financial assets at fair value
through profit or loss -
current
Financial assets at fair value
through profit or loss -
current
Financial assets at fair value
through profit or loss -
current
-
-
-
-
-
-
-
-
-
$ -

-

-
19,000
56,000
58,000
SGD 25,785
thousand

1,713,600

1,774,800
-
-
-
$ -

-

-
$ -
-
-
$ -
-
-
19,000
56,000
58,000
SGD 25,913
thousand

1,716,669

1,777,978

Note 1: Marketable securities in this table are stocks, bonds, beneficiary certificates and securities derived from these items.

Note 2: Marketable securities accounted for using equity method should fill these two columns.

Note 3: Marketable securities acquired or disposed of should be calculated separately based on market price to determine whether they are of at least NT$300 million or 20% of the paid-in capital.

Note 4: Paid-in capital is the parent company’s paid-in capital. In the case of shares issued with no par value or a par value other than NT$10 per share, the 20% paid-in capital ruling refers to 10% of equity attributable to owners of the parent company as stated in the balance sheet.

  • 87 -

TABLE 5

ASIA CEMENT CORPORATION

TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
The Corporation
ACSPL
YTRMC
FMT
FDT
YSRMC
YLPPC
NHC
YLT
YTV
JYDC
YTRMC
ACSPL
YSRMC
YDC
U-Ming
U-Ming Singapore
YLT
JYDC
NHC
Alliance Concrete Singapore Pte. Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
CHC Resources Corporation
Air Liquide Far Eastern Co.
FENC
OUCC
FENC
Oriental Petrochemical (Taiwan) Co., Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
The Corporation
Far Eastern Polytex Vietnam Ltd.
The Corporation
TZOCCL
WYDC
YYDCCL
NYDC
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
Related party in substance
An investee accounted for by equity method
A subsidiary of an investee accounted for by
equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
An investee accounted for by equity method
Parent company
Related party in substance
Parent company
Related party in substance
Related party in substance
An investee accounted for by equity method
Related party in substance
An investee accounted for by equity method
Related party in substance
Parent company
Related party in substance
Parent company
Parent company
A subsidiary of an investee accounted for by
equity method
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
Sales
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Sales freight expense
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
$ (1,769,285)
(596,047)
(154,194)
(197,307)

543,364

262,477

157,617
246,326
149,387
SGD
(21,804)
thousand
SGD
26,666
thousand
(439,894)
1,769,285
399,570
(173,027)
(205,148)
(129,164)
(118,377)
(196,519)
154,194
(155,661)
(149,387)
(157,617)
VND (91,621,457)
thousand
RMB
(54,200)
thousand
RMB
(171,146)
thousand
RMB
(265,028)
thousand
RMB
(523,623)
thousand
RMB
(86,312)
thousand
(20)
(7)
(2)
(2)
6
3
2
3
2
(63)
80
(5)
22
5
(16)
(19)
(12)
(13)
(22)
24
(55)
(36)
(96)
(75)
(1)
(4)
(5)
(11)
(2)
Purchase 45 days after monthly closing
Average 30 days
Purchase 45 days after monthly closing
Average 60 days
Average 10 days
Average 30 days
Within 7 days
Purchase 45 days after monthly closing
Average 60 days
Average 30 days
Average 90 days
Purchase 45 days after monthly closing
Purchase 45 days after monthly closing
Purchase 120 days after monthly closing
Purchase 60 days after monthly closing
Purchase 75 days after monthly closing
Purchase 60 days after monthly closing
110 days
Purchase 45 days after monthly closing
Average 30 days
Purchase 45 days after monthly closing
30 days
Within 45 days
Within 7 days
Within 90 days
Average 30 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 370,183
90,525
32,382
11,771
(76,223)
-
(41,808)
-
(15,847)
SGD
7,024
thousand
SGD
(4,043)
thousand
277,818
(370,183)
(53,522)
80,563
23,472
25,272
24,810
62,014
(32,382)
28,646
15,847
41,808
VND 22,446,794
thousand
-
RMB
34,652
thousand
RMB
25,398
thousand
RMB
35,116
thousand
RMB
9,785
thousand
34
8
3
1
(5)
-
(3)
-
(1)
64
(100)
9
(30)
(4)
40
12
13
15
38
(31)
28
30
98
82
-
4
3
4
1

(Continued)

  • 88 -
Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
NYDC
NYLC
TZOCCL
WYDC
YYDCCL
HYDCCL
WYCPCL
SIYDCCL
NYLC
HYDCCL
JYLTC
WAMTC
NYDC
NYLC
HGYDC
JYDC
JYDC
JYDC
JYDC
JYDC
JYDC
HYDCCL
JYDC
JYDC
WYDC
WYCPCL
WAMTC
HGYDC
HYDCCL
SLCL
SYTCL
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
An investee accounted for by equity method
A subsidiary of the Corporation
A subsidiary of the Corporation
The same ultimate parent company
Parent company
Parent company
Parent company
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Sales
Sales
Sales freight expense
Sales freight expense
Purchase
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Sales freight expense
Purchase
Purchase
Sales
Sales freight expense
RMB
(37,478)
thousand
RMB
(42,629)
thousand
RMB
44,496
thousand
RMB
68,375
thousand
RMB
280,286
thousand
RMB
26,610
thousand
RMB
45,360
thousand
RMB
(280,286)
thousand
RMB
86,312
thousand
RMB
(26,610)
thousand
RMB
37,478
thousand
RMB
171,146
thousand
RMB
265,028
thousand
RMB
125,198
thousand
RMB
523,623
thousand
RMB
42,629
thousand
RMB
(125,198)
thousand
RMB
(48,031)
thousand
RMB
38,464
thousand
RMB
88,932
thousand
RMB
48,031
thousand
RMB
(81,162)
thousand
RMB
24,948
thousand
(1)
1
2
2
10
1
2
(100)
36
(14)
24
99
51
24
71
4
(8)
(3)
4
9
31
(4)
2
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Average 30 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
2,331
thousand
RMB
45,597
thousand
RMB
(12,988)
thousand
RMB
(12,127)
thousand
RMB
(41,298)
thousand
RMB
(2,336)
thousand
RMB
(11,784)
thousand
RMB
41,298
thousand
RMB
(9,785)
thousand
RMB
2,336
thousand
RMB
(2,331)
thousand
RMB
(34,652)
thousand
RMB
(25,398)
thousand
RMB
(33)
thousand
RMB
(35,116)
thousand
RMB
(45,597)
thousand
RMB
33
thousand
RMB
18,228
thousand
RMB
(9,064)
thousand
RMB
(19,799)
thousand
RMB
(18,228)
thousand
RMB
6,010
thousand
RMB
(4,761)
thousand
1
(5)
(8)
(7)
(24)
(1)
(7)
100
(64)
2
(11)
(95)
(47)
-
(78)
(33)
-
3
(7)
(15)
(47)
1
(11)

(Continued)

  • 89 -
Purchasing or
(Selling)
Company Name
Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts (Payable) or
Receivable
Notes/Accounts (Payable) or
Receivable
Note
Purchase (Sale) Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance % to
Total
HGYDC
SLCL
JYLTC
SYTCL
HYDCCL
JYDC
SYTCL
SIYDCCL
JYDC
SLCL
SIYDCCL
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
The same ultimate parent company
Sales
Sales
Sales freight expense
Purchase
Sales
Sales
Sales
RMB
(88,932)
thousand
RMB
(45,360)
thousand
RMB
46,223
thousand
RMB
81,162
thousand
RMB
(44,496)
thousand
RMB
(46,223)
thousand
RMB
(24,948)
thousand
(11)
(6)
6
10
(64)
(55)
(30)
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
19,799
thousand
RMB
11,784
thousand
RMB
(5,093)
thousand
RMB
(6,010)
thousand
RMB
12,988
thousand
RMB
5,093
thousand
RMB
4,761
thousand
38
23
(8)
(9)
80
16
50

(Concluded)

  • 90 -

TABLE 6

ASIA CEMENT CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
ACSPL
YTRMC
JYDC
NYDC
ACCHC
OHC
YTRMC
Alliance Concrete Singapore Pte. Ltd.
Far Eastern General Construction Inc.
YYDCCL
WYDC
TZOCCL
HYDCCL
JYDC
FENC (China)
Yuan Ding (Shanghai)
SIYDCCL
SLCL
A subsidiary of the Corporation
An investee accounted for by equity method
Related party in substance
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Related party in substance
Related party in substance
The same ultimate parent company
The same ultimate parent company
$ 370,183
SGD
7,024
thousand
277,818
RMB
35,116
thousand
RMB
25,398
thousand
RMB
34,652
thousand
RMB
45,597
thousand
RMB
41,298
thousand
RMB 431,900
thousand
RMB 114,699
thousand
RMB 140,000
thousand
RMB 193,000
thousand
5.3 times
5.59 times
2.17 times
10.23 times
7.37 times
7.20 times
1.53 times
5.82 times
Note 1
Note 1
Note 1
Note 1
$ -
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 370,003
SGD
5,843
thousand
155,071
RMB
35,116
thousand
RMB
25,398
thousand
RMB
34,652
thousand
RMB
45,597
thousand
RMB
41,298
thousand
-
-
RMB
20,000
thousand
-
$ -
-

-
-
-
-
-
-

-

-
-

-
(Continued)
  • 91 -
Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
JYDC
HYDCCL
HGYDC
WYDC
YYDCCL
TZOCCL
SLCL
SLCCL
SHYLCP
SLCL
HXMC
SLCL
SYCPCL
SLCL
WYCPCL
WYXC
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
An investee accounted for by equity method
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
RMB 115,000
thousand
RMB
95,000
thousand
RMB 132,000
thousand
RMB
34,000
thousand
RMB
60,000
thousand
RMB 105,000
thousand
RMB
24,500
thousand
RMB
50,000
thousand
RMB
30,000
thousand
RMB
90,000
thousand
RMB
25,000
thousand
RMB
60,000
thousand
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
35,000
thousand
-
RMB
20,000
thousand
RMB
1,000
thousand
-
RMB
20,000
thousand
-
-
-
-
RMB
10,000
thousand
-
$ -

-
-
-

-
-

-

-

-

-
-

-

Note 1: The accounts receivable from financing.

(Concluded)

  • 92 -

TABLE 7

ASIA CEMENT CORPORATION

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
The Corporation
DCI
ACCHC
FENC
U-Ming
DCI
CHP
YDC
YYI
ACSPL
OSC
AIC
YTRMC
YLSS
FMT
FEDSDL
NHC
YDLC
YLT
AEE
EISF
YLPPC
SIHL
CSCGL
YDC
FEC
FENC
KCC
SHSTC
FSMS
U-Ming
AC Mega Investment Ltd.
AC Leap Investment Ltd.
AC Mega II Investment Ltd.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Chiayi, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Singapore
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Taipei, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
B.V.I.
Cayman
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Hong Kong
Kaohsiung, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
B.V.I.
B.V.I.
B.V.I.
Investment
Textile
Marine transportation
Investment
Power plant
Investment
Investment
Cement
Broker
Investment
Ready-mixed concrete, cement -
related products
Stainless steel
Transportation
Retails
Cement, granulated blast-furnace slag
Leasing
Transportation
Engineering
Iron and steel
Cement - related products
Investment
Investment
Investment
Construction
Textile
Cement
Storage and transportation
Mining excavation, mineral
processing and sales
Marine transportation
Investment
Investment
Investment
$ 13,660,636
3,459,787
510,236
2,555,255
3,119,492
2,232,220
911,058
186,958
154,207
1,212,679
1,042,252
2,661,240
68,416
500,000

410,994
309,049
22,110
5,136
31,463
144,961
2,898
4,821,008
289,982
140,138
1,263,385
36,024
143,516
112,096
27,619
579,926
579,439
289,050
$ 13,660,636

3,459,787

510,236

2,555,255

3,119,492

2,232,220

911,058

186,958

154,207

1,212,679

1,042,252

2,661,240

68,416

500,000

410,994

309,049

22,110

5,136

31,463

144,961

2,898

-

289,982

140,138

1,263,385

36,024

231,322

112,096

27,619

579,926

579,439

289,050
1,061,209,202
1,272,277,085
331,701,152
595,576,603
280,093,521
178,707,648
155,000,803
10,495,495
135,092,154
222,039,596
159,067,779
200,000,000
29,517,188
53,250,000
26,128,171
34,640,189
5,100,000
7,970,703
3,199,823
16,241,083
90,000
331,878,315
72,989,090
103,080,349
82,812,887
1,127,000
13,345,949
1,294,270
468,486
19,600,000
19,600,000
10,000,000
67.73
23.77
39.25
99.99
59.59
35.50
29.92
99.96
18.93
100.00
99.99
100.00
99.82
25.00
99.94
43.60
51.00
98.23
40.40
83.81
100.00
7.62
14.50
33.76
1.55
49.00
14.30
99.56
0.06
100.00
100.00
100.00
$ 36,545,690
39,803,907
9,983,803
12,471,554
5,845,842
3,263,209
1,939,588
3,570,587
1,877,359
1,946,618
1,557,263
1,977,315
1,418,575
617,872
214,201
368,032
251,861
128,288
82,281
76,492
51,884
4,460,107
1,338,858
4,204,157
2,557,351
434,807
35,088
140,641
30,236
455,842
507,038
243,207
$ 11,000,630

12,028,294

1,668,840

452,716

871,315

148,412

435,943

420,624

46,790

81,038

(43,827)

124,872

197,110

71,477

(109,869)

8,181

13,760

41,576

21,265

37,302

3,442

2,156,683

148,412

833,615

12,028,294
HK$ (10,465)
thousand

(88,106)

442

1,668,840

15,498

19,267

9,642
$ 7,452,890

2,342,563

655,035

452,684

519,247

42,315

130,433

421,166

8,995

81,038

(43,827)

116,586

208,364

17,869

(109,804)

3,567

7,018

40,840

8,591

31,262

3,442

164,339

Not applicable

Not applicable

Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation

A subsidiary of the
Corporation

A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 93 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
DCI
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Catalyst Tranche One
CSCGL
SHSTC
PGIC
FENC
U-Ming
CSCGL
YSRMC
YTV
PYCI
AOG
FDT
FENC
YDEC
U-Ming
FENC
ACCHC
U-Ming
CSCGL
YDEC
YLPCIP
AOG
PYCI
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
DCI
B.V.I.
B.V.I.
B.V.I.
Cayman
Kaohsiung, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Hsinchu, Taiwan
Hà Tĩnh, Vietnam
Indonesia
Guam
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Cayman
Taipei, Taiwan
Cayman
Taipei, Taiwan
India
Guam
Indonesia
Taipei, Taiwan
Taipei, Taiwan
Chiayi, Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taipei, Taiwan
Investment
Investment
Investment
Investment
Storage and transportation
Granulated blast-furnace slag
Textile
Marine transportation
Investment
Ready-mixed concrete
Ready-mixed concrete
Ready-mixed concrete
Investment
Transportation
Textile
Retail
Marine transportation
Textile
Investment
Marine transportation
Investment
Retail
Tunnel lining segments
Investment
Ready-mixed concrete
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
$ 289,050
575,055
123,120
872,619
333,309
36,771
15,240
1,027
282,957
69,930
201,823
61,439
175,230
30,373
40,263
160,424
1,891
31,322
50,541
38,931
266,942
20,776
8,338
66,816
621
405,473
77,446
376
2,039,879
544,135
289,050
286,263
334,065
76
$ 289,050

575,055

-

-

333,309

36,771

15,240

1,027

-

69,930

201,823

-

175,230

30,373

33,759

160,424

1,891

31,322

50,541

38,931

-

20,776

8,338

66,816

-

405,473

77,446

376

2,039,879

544,135

289,050

286,263

334,065

76
10,000,000
19,400,000
4,000
56,297,000
13,634,527
3,287,550
1,739,978
64,143
9,250,000
6,993,000
(Note 1)
(Note 1)
(Note 1)
27,892,834
4,415,299
28,914,405
50,000
1,020,000
3,161,500
3,485,997
8,368,000
4,174,292
(Note 1)
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
66,550,000
18,500,000
10,000,000
9,510,000
11,415,000
5,401
100.00
100.00
25.00
1.29
14.61
31.00
0.03
0.01
0.21
69.93
100.00
99.00
77.69
99.87
0.08
26.95
0.01
0.02
0.20
0.41
0.19
3.89
99.99
22.31
1.00
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
$ 276,156
596,541
122,662
756,511
35,849
60,232
41,281
819
124,253
68,254
208,429
48,464
40,530
740,087
112,003
566,922
1,683
31,705
69,877
30,457
112,405
81,752
2,226
11,639
490
658,429
61,241
850
1,758,890
521,076
224,136
261,126
142,357
76
$ 8,336

13,399

8

2,156,683

(88,106)

22,435

12,028,294
1,668,840

2,156,683

9,460
VND 14,660,774
thousand
IDR
(2,530,312)
thousand
US$ (1,200)
thousand

104,118

12,028,294

69,107

1,668,840

12,028,294

11,000,630

1,668,840

2,156,683

69,107
US$ (1,901)
thousand
US$ (1,892)
thousand
IDR
(2,530,312)
thousand

12,028,294

1,668,840

871,315

61,107

19,715

8,708

9,877

3,350

452,716

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation







A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation




A subsidiary of the
Corporation



A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

(Continued)

  • 94 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership
Carrying Value
AIC
YLT
ACE
ACP
ACP II
ACP III
ACP IV
Leap
Mega
Mega II
Mega III
Mega IV
KCC
JFTL
AOG
FMT
NHC
AEE
FSMS
FDT
YSRMC
EISF
YTRMC
CSCGL
U-Ming
Opas Fund Segregated Portfolio
Company
Catalyst_207 SPC
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
KCCL
Join Fortune Trading Ltd.
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Perez-AOG, L.L.C.
Perez-Mtec-ACC, L.L.C.
Taipei, Taiwan
Taichung, Taiwan
Hwalien, Taiwan
Hwalien, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Kaohsiung, Taiwan
Taipei, Taiwan
Cayman
Taipei, Taiwan
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Cayman
Hong Kong
B.V.I.
Hong Kong
Hong Kong
Guam
Guam
Transportation
Cement, granulated blast-furnace slag
Engineering
Mining excavation, mineral
processing and sales
Transportation
Ready-mixed concrete
Iron and steel
Ready-mixed concrete, cement -
related products
Investment
Marine transportation
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Investment
Ready-mixed concrete
Investment
Storage and transportation
Barge transportation
Mining excavation and sales
Ready-mixed concrete
$ 176

78
116
119
110
37
15,649
53
556,895
58,840
1,531
494
266,882
1,959,250
544,689
290,967
292,032
567,556
554,533
293,393
292,743
504,078
HK$ 10
thousand
HK$ 23,140
thousand
HK$ 17,040
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
$ 176

78

116

119

110

37

15,649

53

-

58,840

1,610

494

-

-

-

-

-

-

-

-

-

-
HK$ 10
thousand
HK$ 23,140
thousand
HK$ 17,040
thousand
HK$ 6,100
thousand
US$ 5,950
thousand
US$ 300
thousand
5,000
5,000
6,000
5,000
7,145
5,000
660,000
5,782
31,528,000
6,348,103
33
33
7,480,000
107,536,000
36,865,000
14,790,000
18,514,000
35,569,000
30,251,000
16,058,000
18,477,000
37,410,000
10,000
2,979,721
17,040,000
6,100,000
(Note 1)
(Note 1)
0.02
0.02
0.07
0.38
0.03
0.05
8.33
-
0.72
0.75
33.00
33.00
0.17
2.47
0.85
0.34
0.43
0.82
0.70
0.37
0.42
0.86
100.00
100.00
50.00
50.00
64.50
33.33
$ 272
80
120
125
199
44
17,191
53
423,610
299,617
1,610
493
100,481
1,445,197
495,515
198,773
248,929
478,092
406,675
215,835
248,209
502,778
HK$ 32,944
thousand
HK$ 4,816
thousand
HK$ 4,464
thousand
HK$ 543
thousand
US$ 155
thousand
US$ 1
thousand
$ 197,110

(109,869)

41,576

442

104,118

9,460

21,265

(43,827)

2,156,683

1,668,840

76

11

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683

2,156,683
HK$ (769)
thousand
HK$ (3,096)
thousand
HK$ (2,293)
thousand
HK$ (778)
thousand
US$ (1,892)
thousand
-

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation














A subsidiary of the
Corporation
A subsidiary of the
Corporation


A subsidiary of the
Corporation

(Continued)

  • 95 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2018 as of December 31, 2018 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2018 December 31, 2017 Shares Percentage of
Ownership

Carrying Value
ACSPL
ACCHC
OCPL
ACCHC
Alliance Concrete Singapore Pte. Ltd.
PIHPL
Singapore
Cayman
Singapore
B.V.I.
Ready-mixed concrete, leasing
Investment
Ready-mixed concrete
Investment
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
SGD
17,000
thousand
US$ 20,000
thousand
SGD
7,000
thousand
US$ 880,613
thousand
17,000,000
63,790,798
6,000,000
9,379,303
100.00
4.07
50.00
100.00
SGD
11,578
thousand
SGD
98,077
thousand
SGD
4,817
thousand
US$ 2,165,969
thousand
SGD
203
thousand
11,000,630
SGD
(1,386)
thousand
US$ 398,784
thousand
Not applicable

Not applicable
Not applicable
Not applicable
A subsidiary of the
Corporation
A subsidiary of the
Corporation

A subsidiary of the
Corporation

Note 1: This is not a company limited by shares.

(Concluded)

  • 96 -

TABLE 8

ASIA CEMENT CORPORATION

INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
SHYLCP
JYDC
WYDC
SHYFCP
OHC
NYLC
NYDC
SIYDCCL
CYCPCL
JYLTC
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, clinker
and ready-mixed concrete (including
cement - related products).
It manufactures and sells cement, slag
powder and slag cement.
It manufactures and sells ready-mixed
concrete and cement - related products
Investment
It manufactures and sells ready-mixed
concrete and cement - related products
It manufactures and sells cement, slag
powder and slag cement.
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
It manufactures and sells ready-mixed
concrete and cement - related products
Transportation
US$15,000 (equivalent
to NT$459,975
thousand)
US$356,104 (equivalent
to NT$10,919,929
thousand)
US$36,140 (equivalent
to NT$1,108,233
thousand)
US$2,540 (equivalent to
NT$77,889 thousand)
US$130,407 (equivalent
to NT$3,998,931
thousand)
RMB60,000 (equivalent
to NT$268,083
thousand)
RMB90,000 (equivalent
to NT$402,124
thousand)
US$368,340 (equivalent
to NT$11,295,146
thousand)
US$4,100 (equivalent to
NT$125,727
thousand)
RMB12,500 (equivalent
to NT$55,851
thousand)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$11,200 (equivalent
to NT$343,448
thousand)
US$93,035 (equivalent
to NT$2,852,918
thousand)
RMB(21,013)
(equivalent to
NT$(93,887)
thousand)
US$22,081 (equivalent
to NT$677,114
thousand)
RMB(1,378) (equivalent
to NT$(6,157)
thousand)
US$1,270 (equivalent to
NT$38,945 thousand)
US$54,191 (equivalent
to NT$1,661,767
thousand)
-
-
US$67,585 (equivalent
to NT$2,072,494
thousand)
US$2,023 (equivalent to
NT$62,035 thousand)
-
$ -
-
-
-
-
-
-
-
-
-
$ -
RMB(105,745)
(equivalent to
NT$(472,473)
thousand)
RMB(2,155) (equivalent
to NT($9,629)
thousand)
-
-
-
-
RMB(4,091) (equivalent
to NT$(18,279)
thousand)
-
-
US$11,200 (equivalent
to NT$343,448
thousand)
US$93,035 (equivalent
to NT$2,852,918
thousand)
RMB(126,758)
(equivalent to
NT$(566,360)
thousand)
US$22,081 (equivalent
to NT$677,114
thousand)
RMB(3,533) (equivalent
to NT$(15,786)
thousand)
US$1,270 (equivalent to
NT$38,945 thousand)
US$54,191 (equivalent
to NT$1,661,767
thousand)
-
-
US$67,585 (equivalent
to NT$2,072,494
thousand)
RMB(4,091) (equivalent
to NT$(18,279)
thousand)
US$2,023 (equivalent to
NT$62,035 thousand)
-
RMB(30,833)
(equivalent to
NT$(140,128)
thousand)
RMB1,370,378
(equivalent to
NT$6,228,087
thousand)
RMB24,907 (equivalent
to NT$113,198
thousand)
RMB170 (equivalent to
NT$775 thousand)
RMB295,191 (equivalent
to NT$1,341,584
thousand)
RMB17,082 (equivalent
to NT$77,635
thousand)
RMB25,320 (equivalent
to NT$115,076
thousand)
RMB780,904 (equivalent
to NT$3,549,051
thousand)
RMB11,103 (equivalent
to NT$50,460
thousand)
RMB5,167 (equivalent to
NT$23,481 thousand)
72.00
68.40
72.00
0.00

72.00
68.40
52.20

72.00
72.00

70.12
RMB(22,199)
(equivalent to
NT$(100,892)
thousand)
RMB937,338 (equivalent
to NT$4,260,012
thousand)
RMB17,933 (equivalent
to NT$81,503
thousand)
RMB(14,544)
(equivalent to
NT$(66,098)
thousand)
RMB212,538 (equivalent
to NT$965,940
thousand)
RMB11,684 (equivalent
to NT$53,102
thousand)
RMB13,217 (equivalent
to NT$60,070
thousand)
RMB562,010 (equivalent
to NT$2,554,221
thousand)
RMB7,994 (equivalent to
NT$36,331 thousand)
RMB3,623 (equivalent to
NT$16,465 thousand)
RMB130 (equivalent to
NT$582 thousand)

RMB3,819,336
(equivalent to
NT$17,064,962
thousand)
RMB417,645 (equivalent
to NT$1,866,056
thousand)
-

RMB1,439,903
(equivalent to
NT$6,433,551
thousand)
RMB126,651 (equivalent
to NT$565,883
thousand)
RMB90,779 (equivalent
to NT$405,603
thousand)

RMB3,121,272
(equivalent to
NT$13,945,981
thousand)

RMB49,060 (equivalent
to NT$219,203
thousand)

RMB24,154 (equivalent
to NT$107,919
thousand)
US$800 (equivalent to
NT$24,532 thousand)
US$50,781 (equivalent
to NT$1,557,199
thousand)
RMB126,758 (equivalent
to NT$566,360
thousand)

US$4,469 (equivalent to
NT$137,042
thousand)
RMB3,533 (equivalent to
NT$15,786 thousand)
-
US$809 (equivalent to
NT$24,808 thousand)

-
-
US$27,009 (equivalent
to NT$828,231
thousand)
RMB4,091 (equivalent to
NT$18,279 thousand)
US$77 (equivalent to
NT$2,361 thousand)
-

(Continued)

  • 97 -
Investee Company Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
HYDCCL
CYSPC
SYCPCL
SYTCL
YYDCCL
HGYDC
HYTCL
WYCPCL
WYXC
HZYCCL
HXMC
WAMTC
TZOCCL
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Slag powder
It manufactures and sells ready-mixed
concrete and cement - related products
Transportation
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement, slag powder and ready-mixed
concrete (including cement - related
products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
It manufactures and sells ready-mixed
concrete and cement - related products
Production and sales of limestone
Marine transportation
Cement - related products
US$154,800 (equivalent
to NT$4,746,942
thousand)
-
US$3,300 (equivalent to
NT$101,195
thousand)
US$3,500 (equivalent to
NT$107,328
thousand)
US$35,530 (equivalent
to NT$1,089,527
thousand)
US$86,170 (equivalent
to NT$2,642,403
thousand)
RMB13,000 (equivalent
to NT$58,085
thousand)
RMB60,000 (equivalent
to NT$268,083
thousand)
RMB90,000 (equivalent
to NT$402,124
thousand)
RMB30,000 (equivalent
to NT$134,041
thousand)
RMB10,000 (equivalent
to NT$44,680
thousand)
RMB35,500 (equivalent
to NT$158,616
thousand)
US$16,000 (equivalent
to NT$490,640
thousand)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$44,610 (equivalent
to NT$1,367,966
thousand)
RMB(5,356) (equivalent
to NT$(23,931)
thousand)
US$980 (equivalent to
NT$30,052 thousand)
US$2,970 (equivalent to
NT$91,075 thousand)
US$2,158 (equivalent to
NT$66,175 thousand)
US$14,833 (equivalent
to NT$454,854
thousand)
US$13,513 (equivalent
to NT$414,376
thousand)
RMB(4,090) (equivalent
to NT$(18,274)
thousand)
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
RMB(30,799)
(equivalent to
NT$(137,611)
thousand)
-
-
-
-
RMB(19,988)
(equivalent to
NT$(89,307)
thousand)
-
-
-
-
-
-
-
US$44,610 (equivalent
to NT$1,367,966
thousand)
RMB(36,155)
(equivalent to
NT$(161,542)
thousand)
US$980 (equivalent to
NT$30,052 thousand)
US$2,970 (equivalent to
NT$91,075 thousand)
US$2,158 (equivalent to
NT$66,175 thousand)
US$14,833 (equivalent
to NT$454,854
thousand)
US$13,513 (equivalent
to NT$414,376
thousand)
RMB(24,078)
(equivalent to
NT$(107,582)
thousand)
-
-
-
-
-
-
-
RMB292,002 (equivalent
to NT$1,327,089
thousand)
-
RMB15,096
(equivalent to
NT$68,608 thousand)
RMB1,606
(equivalent to NT$7,299
thousand)
RMB32,957
(equivalent to
NT$149,784
thousand)
RMB227,687 (equivalent
to NT$1,034,790
thousand)
RMB(445) (equivalent to
NT$(2,025) thousand)
RMB15,265 (equivalent
to NT$69,378
thousand)
RMB51,917 (equivalent
to NT$235,950
thousand)
RMB2,733 (equivalent to
NT$12,421 thousand)
RMB4,562 (equivalent to
NT$20,733 thousand)
RMB10,208 (equivalent
to NT$46,392
thousand)
RMB(1,178) (equivalent
to NT$(5,352)
thousand)

72.00
-
72.00
72.00
72.00

72.00
72.00
72.00
64.79

28.80

28.80
34.20
72.00
RMB210,241 (equivalent
to NT$955,504
thousand)
-
RMB10,869
(equivalent to
NT$49,398 thousand)
RMB1,156 (equivalent to
NT$5,255 thousand)
RMB23,729 (equivalent
to NT$107,844
thousand)
RMB163,935 (equivalent
to NT$745,049
thousand)
RMB(321) (equivalent to
NT$(1,458) thousand)
RMB10,991(equivalent
to NT$49,952)
thousand)
RMB(66,722)
(equivalent to
NT$(303,240)
thousand)
RMB787 (equivalent to
NT$3,577 thousand)
RMB1,235 (equivalent to
NT$5,614 thousand)
RMB3,475 (equivalent to
NT$15,795 thousand)
RMB(806) (equivalent to
NT$(3,661) thousand)

RMB1,741,362
(equivalent to
NT$7,780,483
thousand)
-
RMB25,863 (equivalent
to NT$115,558
thousand)

RMB28,313 (equivalent
to NT$126,503
thousand)
RMB264,000 (equivalent
to NT$1,179,563
thousand)

RMB852,665 (equivalent
to NT$3,809,744
thousand)
RMB13,236 (equivalent
to NT$59,137
thousand)
RMB48,386 (equivalent
to NT$216,190
thousand)
RMB227,414 (equivalent
to NT$1,016,094
thousand)
RMB11,927 (equivalent
to NT$53,289
thousand)

RMB3,871 (equivalent to
NT$17,295 thousand)

RMB29,870 (equivalent
to NT$133,459
thousand)
RMB51,968 (equivalent
to NT$232,194
thousand)
US$12,990 (equivalent
to NT$398,338
thousand)
RMB36,155 (equivalent
to NT$161,542
thousand)
-
-
US$992 (equivalent to
NT$30,420 thousand)

US$1,016 (equivalent to
NT$31,156 thousand)

US$1,837 (equivalent to
NT$56,332 thousand)
RMB24,078 (equivalent
to NT$107,582
thousand)
-
-

-
-

-
-
-
(Continued)
  • 98 -
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of
Investment
(Note 2)
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2018
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2018
Accumulated
Repatriation of
Investment Income as
of December 31, 2018
Outward Inward
SLCL
SLCCL
Cement, slag powder and ready-mixed
concrete (including cement - related
products)
Cement - related products
RMB600,000 (equivalent
to NT$2,680,826
thousand)
RMB20,000 (equivalent
to NT$89,361
thousand)

(2)
(2)
$ -
-
$ -
-
$ -
-
$ -
-
RMB323,124 (equivalent
to NT$1,468,531
thousand)
RMB969 (equivalent to
NT$4,403 thousand)

72.00
72.00
RMB230,469 (equivalent
to NT$1,047,433
thousand)
RMB698 (equivalent to
NT$3,170 thousand)

RMB1,105,426
(equivalent to
NT$4,939,090
thousand)
RMB(14,652)
(equivalent to
NT$(65,465)
thousand)
$ -
-
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2018
Investment Amounts Authorized by Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
US$481,069 (Note 3)
(equivalent to NT$14,751,981 thousand)
RMB(194,615)
(equivalent to NT$(869,548) thousand)
US$2,261,757
(equivalent to NT$69,356,778 thousand)
(Note 4)

Note 1: The accrual is based on the financial statements audited by independent auditors.

Note 2: The investor companies were incorporated in Mainland China by a company (2) (ACCHC) which was incorporated in the area other than Taiwan and Mainland China in order to invest in Mainland China.

Note 3: As of December 31, 2018 accumulated investment in China Shanshui Cement Group Ltd which listed at HKEx for managing finance purpose was US$150,620 thousand included in Accumulated Outward Remittance for Investment in Mainland China.

Note 4: The Corporation obtained certificate No. 10620435220 from Industrial Development Bureau, Ministry of Economic Affairs, according to the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China”, the accumulation of fund is not limited.

Note 5: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of December 31, 2018 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2018

(Concluded)

  • 99 -