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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:
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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.
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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.
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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.
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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:
-
C901030 Cement manufacturing
-
C901040 Ready-mixed concrete manufacturing
-
B601010 Quarrying
-
C901050 Cement and ready-mixed concrete products
-
C901990 Non-metallic mineral products
-
F111090 Whole sale of building materials
-
F211010 Retail sale of building materials
-
F401010 International trade
-
IZ06010 Tally and packing
-
A201010 Afforestation business
-
H701010 Developing, leasing, and selling residential and business buildings
-
H701020 Developing, leasing, and selling industrial factories
-
H703100 Real estate rental & leasing
-
H703090 Real estate sale & purchase
-
JE01010 Rental and leasing
-
G202010 Parking-lot business
-
G801010 Warehousing
-
I103060 Business management consultation services
-
J101040 Waste treatment
In addition to permitted scope of business, the Company can broaden its business not prohibited or restricted by laws.
2.2 Company History
Responding to the Taiwan government’s second four-year economic development plan, Asia Cement Corporation (ACC) was founded on March 21, 1957 by Mr. Y.Z. Hsu and others. It built its first manufacturing plant in Hengshan Township, Hsinchu County. In 1973, in response to the government’s call to develop eastern Taiwan, the Company established its second plant in Hsincheng Township, Hualien County. Asia Cement and its “Skyscraper” brand cement have always occupied the core position in Taiwan’s cement business. For now, these two plants can produce 5 million MT of clinker annually.
The Company uses the most modern rotary kilns and introduces waste-heat recycling generators to transform waste heat and hot air into electricity. In addition, for lower cement transportation costs, Asia Cement established storage and transportation facilities in the Keelung, Taichung, Kaohsiung, and Hualien harbor. It also invested in the Group’s U-Ming Marine Transport Co., Ltd., and began using U-Ming’s bulk carriers to transport cement around Taiwan. The Company’s “Three Highs and One Low” strategy, high quality, high efficiency, high environmental protection, and low cost, along with its management capability, have given the Company the competitive edge to efficiently face challenges in the market.
The Company believes that economic growth and environmental protection can be achieved in parallel. The Company not only deployed eco-friendly equipment, but also made it a priority to re-plant vegetation in the mining areas. Now, with abundant foliage, the plant has been transformed into a beautiful park. In addition to the first certification of ISO-14001 Environmental Management Systems in Taiwan, the Hualien plant received three “Environmental
11
Protection Award” for three consecutive years, and thus was awarded a special honor in 1998. This has set the benchmark in Taiwan’s cement industry, thus making Asia Cement a model business for both economic development and environmental protection.
Besides establishing its core business, it also diversified its investment by establishing Ya Tung Ready Mixed Concrete Co., Ltd. and Ya Li Precast & Prestressed Concrete Industries Ltd. Together with Far Eastern Construction Co., Ltd. and Far Eastern General Contractor Co., Inc., Asia Cement completed its vertical integration.
ACC’s diversification strategic layout for the world not only includes the complete production and sales channels in Taiwan, it also has representative offices in Hong Kong and Singapore. Furthermore, it is also expanding into the world market, exporting cement to Southeast Asia, North America, Africa, and the Middle East Asia. Meanwhile, Asia Cement began to invest in China from 1994. Currently, with the production and sale bases in Jiangxi, Sichuan, Hubei, Yangzhou, and Shanghai, the total cement production capacity in China reaches 36 million MT. Asia Cement (China) Holdings Corporation has listed on the Main Board of the Hong Kong Stock Exchange in 2008. Asia Cement (China) Holdings Corporation will continue expand capacity through strategy cooperation, or merger & acquisition.
In the future, Asia Cement will keep maintaining its deep roots in Taiwan and continue moving forward by expanding in China and worldwide.
Major events in recent 6 years are shown as the following table:
| Major events | in recent 6 years are shown as the following table: |
|---|---|
| Year | Major Events |
| 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.
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----- 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.
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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 |
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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:
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary.
-
Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three
subparagraphs.
-
Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.
-
Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
-
Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
Not been a person of any conditions defined in Article 30 of the Company Act.
-
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
-
The Company elected 3 independent directors, Ta-Chou Huang, Chi Schive, and Gordon S. Chen on the Shareholders’ Meeting on June 27, 2017.
3.2.5 Management Team
| As of 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$2,000,000~NT$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$5,000,000~NT$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$10,000,000~NT$15,000,000 |
- | Kun Yen Lee, Johnny Shih, | Tsai Hsiung Chang, Johnny Shih, |
Tsai Hsiung Chang, |
|---|---|---|---|---|
NT$15,000,000~NT$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$30,000,000~NT$50,000,000 |
- | - | - | Johnny Shih, |
NT$50,000,000~NT$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: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary(A) | Pensions(B) | Reward and Allowance etc. (C) |
Employees bonus from Distributable Earnings (D) |
Total Amount (A+B+C+D)/Net Income |
Other remuneration from investment business except subsidiary |
|||||
| ACC | All companies* |
ACC | All companies* |
ACC |
All companies* |
ACC | All *companies ** |
ACC | All companies* |
|||
Cash Bonus |
Cash Bonus |
|||||||||||
| President | Kun Yen Lee | 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% 及 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$2,000,000~NT$5,000,000 |
C.M. Chen, W.K. Chou, Z.P. Chang | C.M. Chen, W.K. Chou, Z.P. Chang |
NT$5,000,000~NT$8,000,000 |
Kun Yen Lee, Y.F. Chang, Doris Wu | Kun Yen Lee, Y.F. Chang, Doris Wu |
NT$8,000,000~NT$10,000,000 |
- | - |
| Total | 6 | 6 |
-
*The remuneration of President and Vice Presidents is divided into two parts: -
Monthly salary based on fixed salary rank.
-
Based on ACC’s bonus system, bonus and compensation are distributed mainly in consideration of the Company’s operating performance and individual annual performance.
-
*The Remuneration Committee has approved current remuneration system for the President and Vice Presidents.
3.2.7 Employees Remuneration to Management Team
| Title | Name | Stock Bonus | Cash Bonus | Total Amount | Total Amount/Net Income | |
|---|---|---|---|---|---|---|
| Executive Officers |
President | Kun Yen Lee | 0 | 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.
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----- Start of picture text -----
- 32 - -32-
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3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration
Unit: NT $ 1000
Unit: NT$1000 |
|||||
|---|---|---|---|---|---|
| Rank | Title | Name | Stock Bonus | Cash Bonus | Total Amount |
| 1 | President | Kun Yen Lee | 0 | 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:
-
Board of Directors
-
A. Items listed in the Article 14-3 of the Securities Exchange Act: Please refer to 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings
-
B. Except for the above matters, the three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the board meeting.
-
If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified: None for the period from 2018.01.01.~2019.05.10.
-
Measures taken to strengthen the function of the Board:
-
Goals :
To enhance corporate governance and the function of the Board by enacting “the Procedures for Evaluating the Board of Directors’ Performance”
Implementation Status and Assessment:
-
A. The Board enacted “the Procedures for Evaluating the Board of Directors’ Performance” on May 13, 2015 and disclosed on the Company’s website.
-
B. Secretarial Department reviewed the Self-Assessment Questionnaire of the Board and calculated a weighted average score, and reported to the Board on May 10, 2016, 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.
-
If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.
-
Communications with internal audit manager and CPA:
-
(1) Internal audit manager reports the plans and execution of audit works to Independent Directors every quarter and implement the instructions and follow-up of each independent director.
-
(2) CPA and accounting manager report financial and operation business to Independent Directors every quarter
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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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) 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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 3. 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 |
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| 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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 organizationalstructure 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 andAudit 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 performanceevaluation 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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) 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 |
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| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 |
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3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee
1. Professional Qualifications and Independence Analysis of Members of the Remuneration Committee
| Position1 | Criteria Name |
Meet One of the Following Professional Qualification Requirements, Together with at Least FiveYears Work Experience |
Meet One of the Following Professional Qualification Requirements, Together with at Least FiveYears Work Experience |
Meet One of the Following Professional Qualification Requirements, Together with at Least FiveYears Work Experience |
Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Independence Criteria2 | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Members of the Remuneration Committee |
Note3 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College orUniversity |
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business ofthe Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Chi Schive | V | V | V | V | V | V | V | V | V | V | V | V | 1 | Yes | |
| Other | L.Z. Dong | V | V | V | V | V | V | V | V | V | V | V | V | 2 | - | |
| Other | S.Y. Su | V | V | V | V | V | V | V | V | V | V | V | 1 | - | ||
| Other | M.X. Lin | V | V | V | V | V | V | V | V | V | V | V | 1 | - |
*The term of the Remuneration Committee started on June 27, 2017.
Note1: Please specify the members’ position: director, independence director or others.
Note2: Please tick the corresponding boxes if each member has been any of the following during the two years prior to being elected or during the term of office.
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary.
-
Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.
-
Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.
-
Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
-
Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
-
Not been a person of any conditions defined in Article 30 of the Company Act.
-
Note3: If the member is a director, please specify whether he/she fulfills the qualification set in the paragraph 5, Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded over the Counter.”
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2. Implementation Status of the Remuneration Committee
There are 4 members of the Remuneration Committee. Their terms of office start from June 27, 2017 to June 26, 2020. Totally, 2 meetings of the Remuneration Committee were held in the latest year. Members’ attendance condition was as follows:
| Position | Name | Attendance in Person |
Attendance in Proxy |
Attendance rate | Notes |
|---|---|---|---|---|---|
| Convener | Chi Schive | 2 | 0 | 100 | Incumbent |
| Member | L.Z. Dong | 2 | 0 | 100 | Incumbent |
| Member | S.Y. Su | 2 | 0 | 100 | Incumbent |
| Member | M.X. Lin | 2 | 0 | 100 | Incumbent |
| Other mentionable items: 1. If the board of directors declined to adopt, or modified a recommendation of the Remuneration Committee, please specify the date, term, content, resolution, and the Company’s processing situations for Remuneration Committee’s resolution: None. 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 |
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| (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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| (6) Does the company establish any consumer protection mechanisms and appealing procedures regarding research development, purchasing, producing, operating and service? (7) Does the company advertise and label its goods and services according to relevant regulations and international standards? |
V V |
The Company serves our customers with the principles of “customer-oriented good service, high quality, and reasonable prices”. To protect consumers’ rights, the Company sets up consumer services to manage consumers’ complaints from domestic and oversea clients. The Hsinchu and Hualien plants will manage our product quality to meet all customers’ need. Domestic and Foreign Sale Departments have set up "management practices for customer satisfaction" which establishes an effective communication channel for our clients. The Company has set up a standard operation procedure dealing with customers’ complaint and protects consumers’ health and safety. Besides, the Company will keep the transparency of information to meet customers’ need while consumers’ personal information will be kept security according to Personal Information Protection Act. All products and services of the Company are advertised and labeled according to relevant regulations and international standards. Asia Cement received CNS Mark for Portland Cement (Type 1) since Sep. 22, 1961. Thus, the Company received "Special Honor for CNS Mark" for using CNS Mark more than 50 years on Oct. 2011. The trademark of “Skyscraper Cement” of the Company is registered pursuant to the Trademark Law. All authorized uses of “Skyscraper Cement” to our subsidiaries in China are approved by China’s Trademark Office of the State Administration for Industry and Commerce. |
None None |
|
|---|---|---|---|---|
| (8) Does the company evaluate the records of suppliers’ impact on the environment and society before taking on business partnerships? |
V | Our Purchasing Department has "supplier evaluation procedures". Suppliers certified with ISO-9000, CNS marks, or other quality inspection mark will be rated as excellent suppliers. Furthermore, the Purchasing Department will assess the past impact of the supplier on CSR issues, such as ethics behaviors, legal compliance, matters relating to the health and security. This would be important basis for contractor selection. Please refer to Section 3.3.5 “Supplier relations” for detail. |
None |
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| (9) Do the contracts between the company and its major suppliers include termination clauses which come into force once the suppliers breach the corporate social responsibility policy and cause appreciable impact on the environment and society? |
V | Upon the signing of any contract, the Company will require every supplier to follow labor laws, avoid environmental hazards, and commit to CSR policy. Whenever violation occurs, the Company has the right to terminate the contract. 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. |
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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 |
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| 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 |
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| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 2. Fulfill operations integrity policy (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? (2) Does the company establish an exclusively (or concurrently) dedicated unit supervised by the Board to be in charge of corporate integrity? (3) Does the company establish policies to prevent conflicts of interest 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 |
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| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (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 |
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| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (5) Does the company regularly hold internal and external educational trainings on operational integrity? |
V | 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.
-
- 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.
-
- To issue a letter of support for the Company’s subsidiary, Chiahui Power Corp., for 20-year-term NT$10.5 billion syndicated loan.
-
- Amendment to “Articles of Incorporation of Asia Cement Corporation” 14. Amendment to “the Working Procedures for the Acquisition and Disposal of Assets”.
-
- Amendment to “the Procedure for Making Endorsements and Guarantees” 16. Amendment to “the Procedure for Loans of Funds to Others” 17. Amendment to “the Procedure for Employee Retirement.
-
2019/05/10 1. Acceptance of 2018 Business Report. 2. Amendment to "Corporate Governance Code", "Meeting Rules of the Board of Directors", "Organization Rules of the Audit Committee" and "Organization Rules for the Remuneration Committee".
-
- To change the member of remuneration committee. 4. To set up Corporate Governance Officer.
3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company : None.
- ◎The Board of Director approved “the Procedure Dealing with Internal Material Information of Asia Cement Corporation” on December 21, 2009 and modified on August 10, 2017. This Procedure has been posted on the Company’s electronic bulletin board.
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3.4 Information of CPA Service Fee
- Information of CPA service fee
Unit: NT$ 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.
-
If the audit fee in the year CPA firm changes is lower than that in the prior year, specify the amount of audit fee before and after and the reason: None.
-
If the audit fee dropped year on year by more than 15%, specifies the amount, percentage, reason of the reduction: None.
-
Change of CPA in recent two fiscal years and subsequent periods: None. The 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.
-
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 |
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3.6 Changes in Shareholdings and pledge of Directors, Supervisors,
Managers, and Shareholders with more than 10% Shareholding
1. Changes in Shareholdings:
| Title | Name | Shareholding 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 | - |
- |
- |
- |
-
Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.
-
Shareholders pledge information: no shareholders pledged.
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3.7 Information Disclosing the Relationship between any of the Company’s Top 10 Shareholders
| Name | Shares Held | Shares Held | Shares of Spouse & Minor |
Shares of Spouse & Minor |
Total Shareholding Held In The Name of Others |
Total Shareholding Held In The Name of Others |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relation | |
| Far Eastern New Century Corp. Representative: Douglas Tong Hsu |
750,511,324 | 22.33% | 0 | 0% | 0 | 0% | 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% |
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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.
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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% |
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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 |
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| 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 | |
Stock&CashDividend 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
- 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.
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-
(1)The basis for estimating the amount of employees’ compensation and directors’ remuneration: Distribution 2%~3.5% as employees' compensation and less than 2.5% as directors' remuneration shall be based on the profit before income tax of the current year.
-
(2)The number of shares to be distributed as employees’ compensation: NA
-
(3) The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure for the current period: the difference would be regarded as accounting estimation adjustment and recognized as the profit and loss of 2019.
-
Information on resolved by the Board of Directors on March 20, 2018 for distribution of compensation:
-
(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.
-
(2) If there is any discrepancy between that amount and the estimated are recognized for the fiscal year shall be disclosed the discrepancy amount, its cause, and the status of treatment: No discrepancy.
-
(3) The amount of any employees' compensation distributed in stocks, and the amount as a percentage of the sum of profit after income tax base on the separated financial report and total employees’ compensation: N.A.
-
The actual distribution compensation of employees’ compensation and directors’ and supervisors’ remuneration for the previous fiscal year (with an indication of the number of shares, amount and stock price of the shares distributed), and if there is any discrepancy between the actual distribution and the recognized employees’ compensation and directors’ and supervisors’ remuneration shall be disclosed the discrepancy, its cause, and the status of treatment:
The Board of Directors resolved on March 23, 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.
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4.2 Summary of Corporate Bonds
4.2.1 Issued Corporate Bonds
| .2.1 Issued Corporate Bonds | .2.1 Issued Corporate Bonds | ||
|---|---|---|---|
| Type of Bond Issued Item |
1st Unsecured Corporate Bond Issued in 2014 |
1st Unsecured Corporate Bond Issued in 2016 |
|
| Date Issued | May.23,2014 | Sep.27,2016 | |
| 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 4 、5th Anniversary of TheIssueDate |
Interest Paid Annually Since Issue, 50% Principal Installed Seperately After The 4 、5th Anniversary of TheIssueDate |
|
| OutstandingBalance | NT$8,000,000,000 | NT$6,000,000,000 | |
| RedemptionClauses | None | None | |
| RestrictiveCovenants | None | None | |
| Credit Rating Agency/Date/Rating |
Taiwan Ratings Corporation Long term Credit Ratings: twA+ Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Credit ratingdate: Aug.22,2013 |
Taiwan Ratings Corporation Long term Credit Ratings: twA Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Credit ratingdate: Nov.17,2015 |
|
| Convertible | Amount Converted |
None | None |
| Issue/ Conversion Rules |
None | None | |
| Terms to issuance, conversion, exchange and subscription. The impacts to current shareholder equityandpotential dilutions. |
None | None | |
| Custodian | None | None |
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| Type of Bond Issued Item |
Type of Bond Issued Item |
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 |
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| 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 |
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| Issue/ Conversion Rules |
Except for closed periods as prescribed by ROC laws and regulations or otherwise described in the Indenture, the bondholders shall have the right to require the Issuer to 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 |
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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$42.24/share |
|||
| Method of performing conversion obligations |
Issuance of new shares |
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4.3 Summary of Issued GDR
| 5. Issue Date | 5. Issue Date | 5. Issue Date | Jun. 23,1992 | Sep. 13,1996 | Jan. 23,2007 | Mar. 25,2008 |
|---|---|---|---|---|---|---|
| Issuance & Listing | London Stock Exchange | |||||
| Total Amount(US$) | 66,002,750 | 60,000,010.77 | 83,209,951.46 | 61,355,000 | ||
| IssuingPriceper GDR(US$) | 27.50 | 19.67 | 9.905946602 | 17.53 | ||
| Number of GDR Issued | 2,400,100 | 3,050,331 | 8,400,000 | 3,500,000 | ||
| Underlying Securities | ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Yuang Ding Investment Corporation |
ACC Common Shares held by Far Eastern General Contractor Co., Ltd. and Far Eastern Construction Co., Ltd. |
||
| Common Shares Represented (shares) |
24,001,000 | 30,503,310 | 84,000,000 | 35,000,000 | ||
| Right & Obligation of GDR Holders |
Same as Common Shareholders | |||||
| Trustee | Not Applicable | |||||
| DepositaryBank | BNY Mellon | |||||
| Custodian | Far Eastern International Bank | |||||
| Outstanding | 17,072(As of March 31,2019) | |||||
| Apportionment of Expenses for Issuance & Maintenance |
All expenses related to issuance and maintenance is undertaken by FENC and ACC respectively. |
|||||
| Major Commitment of Depositary Agreement & CustodyAgreement |
GDR holders are allowed to vote on a given agenda only when over 51% of them reach consensus. |
|||||
| Closing Price Per GDR (US$) |
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.
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V Overview of Business Operation
5.1 Business Introduction
5.1.1 Business Scope
-
Scope of Business: Please refer to Section 2.1: “Scope of Business.”
-
Main Business and Percentage:
-
A. Production and sales of Cement and clinker: 96%.
-
B. Granulated blast-furnace slag: 4%.
-
New Product Research & Development: None.
5.1.2 Industry Overview
-
Market situation and future outlook
-
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.
-
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.
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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.
- 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
-
Major Sale Markets
-
A. Cement and Clinker:
- “Skyscraper” is the Company’s brand-name for marketing all kinds of our products. Our domestic market includes Taiwan, Penghu, Kinmen and Matsu, and our overseas market includes Singapore, Malaysia, Philippine, Hong Kong, Guam, Hawaii, etc.
-
B. Ready-Mixed Concrete:
To provide better customer service, our subsidiary, Ya Tung Ready-Mixed Concrete Corp., has set up many plants around Taiwan, and furthermore established strategic alliance with local firms.
- Market Share
In 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.
-
Market supply forecast, growth opportunity, and business competitiveness:
-
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
- Portland Cement Type I:
It is known as ordinary cement, used for all structural projects which are not particularly exposed to sulphuric acid or underground water. Most of the current market supply is in this category.
- Portland Cement Type II:
With lower hydration heat than Portland Cement Type I as well as low alkalis and moderate resistance to sulfate, Portland Cement Type II is for large-scale structures. It is resistant against cracking and erosion by sea water, salt, and alkali. The general purposes are as follows:
-
A. Underground foundation engineering: Tower Building Basement, underpass, sewers, tunnels and massive underground rapid transit systems.
-
B. Large-scale concrete works: Bridges, dams, water retention facilities, valve based structure.
-
C. Construction subject to erosion by sea water and sea wind: dock, breakwaters, caisson, breeding plants, harbors, and others.
-
D. Project that requires resistance to sulfate: Sewage treatment plants and chemical engineering.
-
Special Purpose Cement: Produced to meet customers’ special needs.
-
Production process:
All types of cement are produced in accordance to a fixed proportion of mixtures, in the following steps:
-
A. Limestone and clay are mixed and ground into raw meal.
-
B. Raw meal is poured into the rotary kiln and burned in high temperature to produce clinker.
-
C. Clinker is mixed with gypsum and ground into cement.
-
D. Cement is sold in bulk or packages.
5.2.3 Supply Condition of Main Raw Materials
The major raw materials used by the Company consist of limestone, clay, gypsum, pyrite, iron slag, and raw coal for fuel. Except a little limestone, most limestone is produced and used by the Company. Clay is purchased from domestic suppliers through long-term contracts. Gypsum and pyrite are supplied by qualified domestic and foreign firms. Fuel coal is supplied by Australian providers via long or short term contracts.
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| - 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
- 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)
-
ISO-14001 EMS has become the trend in many advanced countries.
-
In August 1996, the Hualien plant of the Company passed certification by the Bureau of Commodity Inspection and Quarantine of the Ministry of Economic Affairs (MOEA), and in November of the same year, Hualien plant became one of the first organizations in Taiwan to receive ISO-14001 certification. In July 2000, Taiwan’s first Environmental Report was completed by Hualien plant according to Sustainability Reporting Guidelines of Global Reporting Initiative (GRI).
-
The affiliated Jiangxi Yadong Cement Co., Sichuan Yadong Cement Co., Hubei Yadong Cement Co., Huanggang Yadong Cement Co., and Wuhan Yaxin Cement Co., have awarded ISO-14001 certification.
5.4.2 Air Pollution Prevention
- One of the main environmental concerns relating to cement production is air pollution caused by the dust generated from production processes. Therefore, the work of dust disposal is an important duty, not only to prevent air pollution, but also to reduce the loss of raw materials and finished products. Consequently, ACC has always emphasized on the efficiency of dust collection equipment.
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.
-
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 $950 million.
-
The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.
-
In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.
-
In 2018, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 194,610,000.
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5.4.3 Greening and Beautification for Quarry Restoration
-
Both Hsinchu and Hualien plants have implemented measures for soil conservation and taken actions to green the environment by planting trees and other vegetation. For many years, the Hualien plant promotes the cultivation of the native species of trees for greening the quarry and the plant.
-
As of 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.
-
In 2018, the Hualien plant devoted NT$ 9,616,000 to the greening and beautification of the quarry.
-
Due to Hualien Plant’s dedication of environmental protection and engaging in community activities, the Taroko National Park cooperates with the Company to preserve native species of trees for greening and beatification of the National Park and environment guidance.
-
In 2007, the Hualien Plant was awarded for the excellent performance in the project of “promoting green communities” by the Environmental Protection Administration.
-
In 2018, the Hualian plant’s Quarry's Green Sustainable Action Plan was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia.
-
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
-
Reinforcing and ensuring the normal operation of environmental facilities.
-
Practicing in industry waste reduction; avoiding pollution.
-
Improving the greening rate in factory and quarry areas.
-
Utilizing wastes as resources to take social responsibilities.
-
Endlessly enhancing the environmental measures and techniques; expecting to reach the goal of “zero pollution”.
5.4.5 Fulfill Social Responsibilities
-
The Company volunteered to take care of greenbelts and pavements alone the Dun-Hua South Road and An-He Road over a long period of time to fulfill its social responsibilities and strengthen relations with neighborhood.
-
Since 2001 on, Hualien plant has annually participated in local festivals such as lily blossom in Buluowan held by the Taroko National Park and donated potted flowers and plants for all visitors.
-
For our neighbors’ traffic safety, the Hualien plant has regularly sponsored Xincheng Branch of the Hualien County Police Office to renew police stands and street lamps.
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-
The Company will also sponsor local activities and facilities of the villages and towns nearby the Hsinchu and Hualien plant.
-
Employees are encouraged to serve as hospital volunteers.
-
Based on ACC corporate philosophy of “feeding back to society whatever takes from society,” the Company sponsors Far Eastern Medical Foundation, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation, and Far Eastern Memory Foundation and participates in all kinds of public service activities.
5.5 Labor Relations
The Company complies with every regulation of labor relationship. Due to the excellent labor relations, there were no damages or penalties causing from labor disputes.
-
According to law, The Company has Industrial Welfare Committee to allot welfare fund for staffs and conduct many welfare-related activities. In factory, we have basketball courts, tennis courts, badminton courts, table tennis courts, and swimming pools, etc., as staff's recreational facilities. Health examination, group insurance, subsidies for employee’s education, trips, and clubs are also included in welfare plans.
-
Employee Relations
The Company provides Employee Assistance Program (EAP) service from Hsinchu Lifeline Association, EAP Center, which offers professional counsel to all issues employees may meet, such as career development, family issues, and interpersonal relationship. 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.
-
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.
-
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.
-
The “Employment Rules of Asia Cement Corporation” articulates regulations in connection with appointment, service, assessment, and rewards as well as punishments, promotion, retirement, and compensation, etc. In order to guarantee the rights relating to retirement and compensation, in accordance with the law the Company sets up Supervisory Committee of the Labor Retirement Fund, allocates work’s retirement reserve fund into the special account managed by assigned institutions, regularly convenes the supervisory committee, and audits the allocation and practice of work’s retirement reserve fund. In addition, in compliance with Labor Pension Act, the Company monthly set aside pension fund for the employees who choose to be subject to the pension mechanism.
-
The Company’s management philosophy “Sincerity, Diligence, Thrift, Prudence and innovation” has been firmly in every employee’s heart. “Sincerity” implies honest and enthusiasm. “Diligence” indicates dedication. “Thrift” signifies frugality and modesty. “Prudence” represents deliberation and accuracy. In short, one important corporate culture of ACC is that every job should be done thoroughly, precisely, and perfectly.
-
In “Employment Rules of Asia Cement Corporation” mentioned above, the chapter 4 ‘Service’, and chapter 7 ‘Assessment, Reward, Punishment, and Promotion’ clearly illustrate the principles of conduct. In terms of management, besides emphasizing staff self-discipline, the Company also asks every department managers to take responsibilities of educating, advising, and leading their subordinates, which enables employees to fully understand the behavior and ethics criteria.
For better compliance with corporation governance, the Company has also enacted “Codes of Ethical Conduct” and “Principles for Ethical Management”.
-
Policies of labor safety and health
-
A. Management in Labor Safety and Health
- The Company’s policy of labor safety and health is based on the following
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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.
- 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 | - |
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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 Kuo、You Wei Fan |
Modified Unqualified Opinion |
| 2015 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2016 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2017 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2018 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion with Emphasis of Matter Paragraphs and Other Matter Paragraphs |
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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. |
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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.
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*Glossary
1. Capital Structure Analysis
-
(1) Debt Ratio = Total Liabilities / Total Assets
-
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
2. Liquidity Analysis
-
(1) Current Ratio = Current Assets / Current Liabilities
-
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
-
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
3. Operating Performance Analysis
-
(1) Average Collection Turnover = Net Sales / Average Trade Receivables
-
(2) Days Sales Outstanding = 365 / Average Collection Turnover
-
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
-
(4) Average Payment Turnover = Cost of Sales / Average Trade Payables
-
(5) Average Inventory Turnover Days = 365 / Average Inventory Turnover
-
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment (7) Total Assets Turnover = Net Sales / Average Total Assets
4. Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets
(2) Return on Shareholders’ Equity = Net Income / Average Total Equity
-
(3) Pre-tax Income to Paid-in Capital Ratio = Income before Tax / Paid-in Capital
-
(4) Net Margin = Net Income / Net Sales
-
(5) Basic Earnings Per Share = (Net income attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding
5. Cash Flow
-
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
-
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
-
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
6. Leverage
-
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
-
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)
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6.3 Audit Committee’s Review Report on the 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
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6.4 Financial Statements and Independent Auditors’ Report
Please refer to Attachment I for the Notes to Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and 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.
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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:
-
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.
-
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.
-
We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.
-
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.
Fair Value Measurement of Investment Properties
The Group’s investment properties are subsequently measured using the fair value model and valued by 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:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We tested samples of items from management’s supporting documents, including the
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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
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Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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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.
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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)
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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) |
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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)
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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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **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 |
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| 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 |
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| 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)
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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) |
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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) |
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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) |
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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:
- We obtained an understanding and performed tests on the management’s estimation of impairment of
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trade receivables and of the design and execution of relevant internal controls.
-
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.
-
We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.
-
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.
Fair Value Measurement of Investment Properties
The Corporation’s and its subsidiaries’ investment properties are subsequently measured using the fair value model and valued by 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:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We tested samples of items from management’s supporting 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.
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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:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
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modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the 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.
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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)
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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) |
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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 |
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The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 21, 2019)
(Concluded)
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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. |
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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 | - | - |
-
Operating Activities: Mainly generated from operations NT$10,800,014 thousand and dividends received NT$3,172,662 thousand .
-
Investing Activities: Mostly for net increase in financial assets NT$10,252,434 thousand and net
-
increase in PPE NT$4,184,205 thousand.
-
Financing activities: Mostly for net increase in short-term and long-term loans NT$15,793,252 thousand.
-
(2)Remedy plans for insufficient liquidity for 2018
:Not Applicable. -
(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 | - | - |
-
Operating Activities
:Mainly from operating income and cash dividends received. -
Investing Activities
:Primarily for investment in capital expenditures. -
Financing activities: Mostly for net decrease in short-term and long-term loans and payout of cash dividends.
7.4 Impacts of Major Capital Expenditures on Finance and Operation
7.4.1 Major Capital Expenditures and Funding Sources
UNIT: NT$1,000
| Projects | Actual or Expected Source of Capital |
Actual or Expected Date of Completion |
Total Capital |
Capital Expenditures | Capital Expenditures | Capital Expenditures | |||
|---|---|---|---|---|---|---|---|---|---|
Actual |
Expected | ||||||||
| 2012~2017 | 2018 | 2019 | 2020 | 2021 | 2022 | ||||
| Installation constructions of new indoor coal bunker , stacker reclaimer and material conveyor system in Hualien plant |
Self-owned capital |
Dec. 2022 | 556,160 | 9,086 | 78 | 11,500 | 140,000 | 100,000 | 295,496 |
| CHIAHUI POWER natural gas fueled combined cycle power plant (Phase II Expansion) |
Syndicated loan | Sep. 2020 | 10,527,736 | - | 2,874,902 | 4,020,218 | 3,632,616 | - | - |
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7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure
-
Installation constructions of new indoor coal bunker, stacker reclaimer and material conveyor system in Hualien plant
-
(1) To prevent coal heaps from collapsing due to heavy rain, and the corresponding cost from the damage to the machine and from rebuilding the coal heaps, and to ensure the water discharge during the period is in compliance with the environmental regulations.
-
(2) To prevent coal from absorbing excessive water during the heavy rain, which could cause some loss due to the reduction or interruption of clinker production.
-
After the completion of the natural gas fueled combined cycle power plant (Phase II Expansion) of Chiahui Power, it will increase the stable profit every year.
7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its
Gain or Loss and Improvement Plan and Investment Plans for Next Year
The majority of the company’s investments were for long-term strategic purposes. In 2018, the total gain through equity method by the company was NT$ 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
Unit:NT$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)
-
Monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism.
-
Planning future’s demand for currencies and establishing the foreign currency position from relatively lower level to reduce overall cost. Convert weak currencies to strong currencies.
※ Interest rate impact:
The percentage of interest revenue/losses over operating revenue and operating income in 2018 are as follows:
| 2018 are as follows: | |
|---|---|
Unit:NT$1,0002018 (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:
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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.
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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.
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We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.
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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:
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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.
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We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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 |
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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 |
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| **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 |
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| 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 |
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| 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) |
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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) |
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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) |
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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.
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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.
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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.
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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.
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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) |
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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.
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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.
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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 |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
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Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.
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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.
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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:
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a) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
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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 |
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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 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.
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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.
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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.
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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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
Classification of Current and Non-current Assets and Liabilities
Current assets include:
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a. Assets held primarily for the purpose of trading;
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b. Assets expected to be realized within 12 months after the reporting period; and
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c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 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 consolidated financial statements are authorized for issue; and
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c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least 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).
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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.
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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.
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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.
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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.
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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 -
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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.
-
27 -
-
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.
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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.
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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.
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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.
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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% |
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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.
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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.
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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.
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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 |
|---|---|---|---|---|---|
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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.
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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 |
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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) |
|---|---|---|---|
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| 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.
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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.
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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) |
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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) |
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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.
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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) |
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| 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.
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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.
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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) |
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| 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 |
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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 |
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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% |
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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 |
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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:
-
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.
-
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.
-
We tested the recoverability of receivables by vouching cash receipts after the balance sheet date.
-
For amounts that were past due and not yet recovered, we evaluated the adequacy of allowance for impairment loss by understanding the customers’ historical payment performance, any collateral pledged, and other abilities to repay the bills.
Fair Value Measurement of Investment Properties
The Corporation’s and its subsidiaries’ investment properties are subsequently measured using the fair value model and valued by 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:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in valuation.
-
We tested samples of items from management’s supporting 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:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
-
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.
-
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.
-
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)
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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)
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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)
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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)
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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) |
|---|---|---|
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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)
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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.
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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
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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
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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:
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a. Assets held primarily for the purpose of trading;
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b. Assets expected to be realized within twelve months after the reporting period; and
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c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
Current liabilities include:
-
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
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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:
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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
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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.
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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:
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a. Before the good or another asset transfers to the customer, the Corporation acquire the good or the control of asset from another party.
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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.
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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:
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a. The Corporation is primarily responsible for fulfilling the promise to provide the specified good or service.
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b. The Corporation has inventory risk before or after the specified good or service is transferred to the customer.
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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:
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1) The Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods;
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2) The Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
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3) The amount of revenue can be measured reliably;
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4) It is probable that the economic benefits associated with the transaction will flow to the Corporation; and
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5) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
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b. Dividend and interest income
Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Corporation and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and 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.
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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 |
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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 |
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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 |
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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.
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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 |
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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 |
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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.
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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 |
||||
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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.
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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.
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3) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
- 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) |
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| 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)
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