Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ACC Annual Report 2019

Jul 8, 2020

51736_rns_2020-07-08_ebc66a10-e7f1-4e98-be34-bd3e355c1dc3.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [217 x 37] intentionally omitted <==

==> picture [200 x 63] intentionally omitted <==

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

ASIA CEMENT CORPORATION 2019 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, 2020

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 Hualien Plant Address: 13F., No. 16, Xinzhan Rd., Banqiao Dist., New Taipei City 220, Taiwan Tel: 886-2-77531699 Website: http://www.osc.com.tw/

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

Auditors

Deloitte & Touche Auditors: Xin Wei Tai 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 ........................................................................................................................................... 10 2.1 DATE OF INCORPORATION: ........................................................................................................................................ 10 2.2 COMPANY HISTORY ................................................................................................................................................. 10 III CORPORATE GOVERNANCE REPORT ........................................................................................................ 14 3.1 ORGANIZATION ....................................................................................................................................................... 14 3.1.1 Organization Chart ..................................................................................................................................... 14 3.1.2 Major Corporate Functions ........................................................................................................................ 15 3.2 DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM .................................................................................................... 17 3.2.1 Directors and Supervisors........................................................................................................................... 17 3.2.2 Major Shareholders of the Institutional Shareholders ............................................................................... 20 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 21 3.2.4 Professional Qualifications and Independence Analysis of Directors ......................................................... 26 3.2.5 Management Team .................................................................................................................................... 28 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 30 3.2.7 Employees Remuneration to Management Team ..................................................................................... 35 3.2.8 Name and Title of the Top 10 Employees Who Were Distributed Employees Remuneration .................... 35 3.3 IMPLEMENTATION OF CORPORATE GOVERNANCE .......................................................................................................... 36 3.3.1 Board of Directors ...................................................................................................................................... 36 3.3.2 Other mentionable items: .......................................................................................................................... 37 3.3.3 Annual priorities of Audit committee ......................................................................................................... 37 3.3.4 Attendance of Audit committee ................................................................................................................. 38 3.3.5 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” ............................................................................................ 43 3.3.6 The Composition, Duty, and Implementation Status of the Remuneration Committee ............................. 55 3.3.7 Corporate Social Responsibility .................................................................................................................. 58 3.3.8 Implementation Status of Ethical Management ........................................................................................ 63 3.3.9 The Training for Directors ........................................................................................................................... 70 3.3.10 The Training for Managers ....................................................................................................................... 71 3.3.11 The Execution Status of Internal Control System ..................................................................................... 72 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 73 3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 74 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 75 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 76 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 77 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS ............................. 79 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 85 IV CAPITAL FORMATION ..................................................................................................................................... 86 4.1 CAPITAL AND SHARES............................................................................................................................................... 86 4.1 CAPITAL AND SHARES............................................................................................................................................... 86 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 86 4.1.2 Capital ........................................................................................................................................................ 86 4.1.3 Shelf RegistrationNone .......................................................................................................................... 86 4.1.4 Shareholder Structure ................................................................................................................................ 86 4.1.5 Shareholding Distribution Status ............................................................................................................... 87 4.1.6 List of Major Shareholders ......................................................................................................................... 87 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 88 4.1.8 Dividend Policy & Implementation Status .................................................................................................. 88 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ............................. 89 4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration ............................................. 89

I

4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 91 4.2.1 Issued Corporate Bonds ............................................................................................................................. 91 4.2.2 Issued Exchangeable Bonds and Convertible Bonds ................................................................................... 95 4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 96 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 96 V OVERVIEW OF BUSINESS OPERATION ........................................................................................................ 97 5.1 BUSINESS INTRODUCTION ......................................................................................................................................... 97 5.1.1 Business Scope ........................................................................................................................................... 97 5.1.2 Industry Overview ...................................................................................................................................... 97 5.1.3 Technology and Research Development .................................................................................................... 99 5.1.4 Short-term Business Plan ........................................................................................................................... 99 5.1.5 Long-term Business Plan .......................................................................................................................... 100 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................. 100 5.2.1. Markets Analysis ..................................................................................................................................... 100 5.2.2 Application of Major Cement Products .................................................................................................... 101 5.2.3 Supply Condition of Main Raw Materials ................................................................................................. 102 5.2.4 Major Suppliers Information for the Last Two Years ............................................................................... 103 5.2.5 Major Clients Information for the Last Two Years .................................................................................... 103 5.2.6 Output of Main Products 2018-2019 ....................................................................................................... 104 5.2.7 Sales of Main Products 2018-2019 .......................................................................................................... 104 4.4 HUMAN RESOURCES ............................................................................................................................................. 105 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ....................................................................................................... 105 5.4.1 ISO-14001 Environmental Management Systems (EMS) ......................................................................... 106 5.4.2 Air Pollution Prevention ........................................................................................................................... 106 5.4.3 Greening and Beautification for Quarry Restoration ............................................................................... 107 5.4.4 Major Environmental Protection Work in the Future ............................................................................... 107 5.4.5 Fulfill Social Responsibilities ..................................................................................................................... 107 5.5 LABOR RELATIONS ................................................................................................................................................. 108 5.6 MAJOR CONTRACTS .............................................................................................................................................. 112 VI FINANCIAL INFORMATION .......................................................................................................................... 113 6.1FINANCIAL REPORTS & AUDIT RESULTS IN RECENT FIVE YEARS ........................................................................................ 113 6.1.1 Consolidated Balance Sheets ................................................................................................................... 113 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 117 6.2.1 Consolidated Financial Statements .......................................................................................................... 117 6.2.2 Separate Financial Statements................................................................................................................. 118 6.3 AUDIT COMMITTEE’S REVIEW REPORT ON THE 2019 FINANCIAL STATEMENTS .................................................................. 120 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 121 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 143 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 143 7.2 ANALYSIS OF FINANCIAL PERFORMANCE .................................................................................................................... 144 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 145 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 145 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......................................................................................................................... 146 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT..................................................................................................... 146 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 146 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 148 7.6.3 The Prevention of Legal Risks ................................................................................................................... 148 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 149 VIII SPECIAL DISCLOSURE ............................................................................................................................... 150 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 150 8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 151

II

8.3 MAIN BUSINESS OF AFFILIATED COMPANIES............................................................................................................... 154 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 155 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 167

III

I Report to Shareholders

2019 Business Report

1. Review of the Year 2019

Review of the international economic situation in 2019

Looking back at the international economic situation in 2019, we found that, influenced by the unending trade disputes between the United States and China, rising geopolitical risks, and weak economic performance in emerging markets, the global economic growth momentum weakened, and international raw material prices generally slowed down. Meanwhile, the high comparative base period data has led to weak foreign trade data for major countries, conservative investment and operations by manufacturers and under-performance by the manufacturing sector in 2019. In Europe, uncertainty has risen because of the Brexit deadline and the ECB's halt to quantitative easing.

Observing the performance of major economies, it was found that China's economic growth slowed in 2019, mainly due to the U.S.-China trade conflict, government regulation of non-bank financial institutions to curb debt risk, and slowing labor force growth. Annual economic growth was 6.1%, 0.6% less than in 2018. In the United States, economic growth is slowing due to the diminishing effect of fiscal stimulus and the uncertainty of a trade war between the United States and China. In the Eurozone, however, the negative effects of export demand and supply interacted with each other, resulting in an annual decrease of 1.7% in industrial production, especially in Germany and Italy. Japan is one of the few countries with relatively significant economic growth, mainly due to slightly more vibrant private consumption and the government's expansion of fiscal spending, which offset the adverse impact of the consumption tax hike.

Review of the domestic economic situation in 2019

In 2019, the momentum of global economic growth was markedly weakened by the ongoing U.S.-China trade standoff and weak overseas demand. However, Taiwan has benefited from factors such as trade diversion effect, reinvestment by Taiwanese businessmen, and expansion of investment in semiconductor equipment, leading to growth in domestic demand, which has brought back consumption and increased investment.

As far as consumption is concerned, sales of automobiles and automobiles and other consumer goods increased. The turnover of the retail and catering industries hit new highs repeatedly, and the momentum of domestic demand grew. However, the wholesale industry was affected by trade frictions, so the demand slowed down and the sales force was reduced. Regarding investment, more investment in equipment from companies and the recent expansion of advanced manufacturing capacity in the semiconductor industry have helped lift economic growth. As for prices, Taiwan's consumer price index (CPI) rose by 0.56% in 2019, the lowest rate in nearly four years, due to continued weak prices in the international commodity market. Overall prices are moderate and stable. The wholesale price index (WPI) fell by 2.24% in 2019, mainly due to the falling prices of chemical materials and base metals.

According to Statistics from the Directorate-General of Budget, Accounting and Statistics under the Executive Yuan, the annual economic growth rate in 2019 was 2.71%, showing an increase of 0.08% compared with that in 2018.

1

The Company's business performance in 2019

  • A. In 2019, the overall cement consumption in China amounted to about 2.33 billion MT, increasing 6.1% compared with 2018. In the same period, the clinker production volume of the Company in China is 24.84 million MT, increasing 0.17% compared with 2018. The total sales of cement, clinker and slag powder are 30.83 million MT, decreasing 0.39% compared with 2018.

In 2019, the net income of Asia Cement (China) Holdings Corp. is NT$ 14,106,889 thousand. The Company and its subsidiaries recognized a total investment profit of NT$ 10,156,960 thousand.

  • B. For domestic cement industry, according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, the 2019 total cement production volume in Taiwan was 11,267,211 MT, increasing 3.00% compared with 2018. Among them, the domestic cement sales was 9,054,712 MT, and exported cement was 2,321,014 MT. Compared with those in 2018, domestic sales increased by 5.60%, exports decreased by 2.43%.

The total sales of cement in Taiwan of the Company was 2,564,176 MT which is equivalent to 28.32% of the total production volume in Taiwan, or 22.59% of the overall cement consumption in Taiwan. In 2019, the domestic real estate economy was stable, showing a slight increase in volume and stable in price compared with 2018. The cement consumption increased to 11,350,017 MT, by 6.53%. The 2019 per capita average cement consumption is about 482 kg, increased 10.80% from 435kg in 2018. The overall market is showing steady growth.

  • C. The 2019 consolidated operating revenue of the Company is NT $89,347,637 thousand, increased 7.98% from 2018. The consolidated profit from operations was NT $22,063,176 thousand, increased 21.54% from 2018. From China Shanshui Cement, Far Eastern New Century Corp., and U-Ming Marine Transport Corp., the Company recognized NT $5,490,375 thousand investment income from equity method. The consolidated net profit after tax reached NT $22,243,953 thousand. The net profit rate after tax was 24.90%. Consolidated net profit attributable to the Company is $17,459,673 thousand. The 12[th] meeting of the 26[th] Board of Directors proposed to distribute cash dividend NT $3.0 per share.

2. Operating Performance of 2019

  • A. Production:
Unit: 1000 MT Unit: 1000 MT
Item
Region
Cement Difference Compared
to 2018
% Clinker Difference Compared
to 2018
%
ACC
(Taiwan)
3,536 76 2.20 3,386 69 2.08

key performance indicator:

Actual aggregate cement output amounted to 3,536 thousand MT. Compared to estimated output 3,630 thousand MT, the achievement rate is 97.41%.

Actual aggregate clinker output amounted to 3,386 thousand MT. Compared to estimated output 3,549 thousand MT, the achievement rate is 95.41%.

2

Unit: 1000 MT

Item
Region
Cement Difference Compared
to 2018
% Clinker Difference Compared
to 2018
%
ACC
(China)
28,747 (296) (1.02) 24,843 42 0.17

key performance indicator:

Actual aggregate cement output amounted to 28,747 thousand MT. Compared to estimated output 28,624 thousand MT, the achievement rate is 100.43%.

Actual aggregate clinker output amounted to 24,843 thousand MT. Compared to estimated output 24,170 thousand MT, the achievement rate is 102.78%.

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
2019 Difference Compared
to 2018
Domestic Sales Export Sales
Volume Value Volume Value Volume % Value %
Cement & Clinker 2,608 5,792,210 1,039 1,835,779 135 3.84 391,991 5.42

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC amounted to 3,647 thousand MT. Compared to the estimated sales 3,800 thousand MT, the achievement rate is 95.97%.

ii. China area:

Unit: 1000 MT; NT$1,000

Volume &
Value
Product
2019 2019 2019 2019 Difference Compared
to 2018
Difference Compared
to 2018
Difference Compared
to 2018
Difference Compared
to 2018
Domestic Sales Export Sales
Volume Value Volume Value Volume % Value %
Cement & Clinker 30,781 49,729,598 57 64,312 (57) (0.18)
2,748,606
5.84

Key Performance Indicator:

Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 30,838 thousand MT. Compared to the estimated sales 29,881 thousand MT, the achievement rate is 103.20%.

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

3

Corporation {ACC (China) thereafter} was listed on the main board of Hong Kong Exchanges and Clearing Limited. Total assets reach RMB 24 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), Hubei Xinlongyuan Building Material Company(joint-venture), Hubei Zhongjian Yadong Concrete Company(joint-venture), Tai Zhou Oriental Construction Co., Ltd., Ruichang Yadong New Material Company, 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 enhance the transportation efficiency and lower raw-material cost and also completely prevent interfering with surrounding environments, roads, and living of residents.

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.

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 1.5 million MT.

F. Sichuan Lanfeng Cement Corp.

To enhance the market position and market share in Chengdu area, Sichuan Yadong Cement Co., Ltd in 2014 acquired 100% shares of Sichuan Lanfeng Cement Corp. Lanfeng located in Pengzhou City, Sichuan, China which owns two new dry process clinker production

4

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 3 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. Prospects for the Economic Situations in 2020

  • A. Prospects for the international economic situation in 2020

Previously, the international economic outlook for 2020 was relatively flat, where the global economic outlook was fragile and unable to recover substantially. The novel coronavirus (COVID-19) epidemic in the beginning of the year had a significant impact on economic activities such as global production, consumption and trade. The momentum of global economic growth has slowed down even more, especially in the United States, which accounts for as much as one-third of global private consumption. The epidemic and epidemic control have dealt a double blow to both the supply and demand sides of the global economy. The global economic outlook is in jeopardy, and the market atmosphere has deteriorated sharply, resulting in significant volatility in international financial markets. Moreover, according to simulations of the International Labor Organization (ILO) in March 2020, it is known that even in the scenario with the smallest impact of the epidemic, the number of global unemployment would increase by 5.3 million, and at the peak of the impact, it would increase to 24.7 million, surpassing the number of global unemployment rate of 22 million during the financial crisis in 2008. The International Monetary Fund (IMF) released the latest World Economic Outlook on April 14, 2020, which predicts that global GDP will shrink by 3% in 2020 and will experience the worst economic recession since the Great Depression of 1930. Although global GDP is expected to rise to 5.8% next year, the international economic outlook will be affected by the follow-up development of trade disputes between the US and China, a faster-than-expected economic slowdown in China, the trend of international oil prices, financial market volatility, the US presidential election and the future economic and trade relations between the UK and the EU.

  • B. Prospects for the domestic economic situation in 2020

The novel coronavirus (covid-19) outbreak in 2020 has affected global economic growth, and Taiwan's domestic and external demand performance was also greatly affected. Taiwan's economic situation was originally weakened by a prolonged standoff in the trade dispute between China and the United States and weak overseas demand. However, at the same time, Taiwan also benefited from the trade diversion effect, repatriation of investment by Taiwan’s merchants and expansion of investment in semiconductor equipment, which boosted domestic demand growth.

The economic situation evaluated by Academia Sinica is "cold outside and warm inside," with an economic growth rate of 2.58%. However, after the outbreak of COVID-19, although the export is facilitated by the reflow and expansion of production capacity of Taiwanese

5

merchants and the development of 5G, artificial intelligence and the Internet of things and other emerging applications, the expansion might be affected. The momentum of private investment in green energy such as semiconductors and offshore wind power continues. In addition, private investment is expected to continue to grow steadily as Taiwanese merchants return to Taiwan. Due to the impact of the epidemic, the growth of private consumption has slowed down significantly. Domestic tourism, catering and other outdoor activities have declined sharply. In addition, some enterprises closed their businesses or reduced their shifts, resulting in the loss of employees' income and the reduction of consumption expenditure. Fortunately, with the booming development of e-commerce and delivery platforms, the overall impact has been somewhat reduced. According to the latest assessment released by the Asian Development Bank in April 2020, Taiwan’s economic growth rate is revised to 1.8% this year. Although it is revised down, it still performs relatively well among the four Asian dragons. Meanwhile, the forecast of the Chung-hua Institution for Economic Research at the same time is relatively optimistic, with the GDP growth rate of 1.03% in 2020, which is 1.68% lower than 2.71% in 2019. According to the Central Bank, the future uncertainties include the future development of COVID-19, the implementation of the China-U.S. trade agreements and the follow-up negotiations, international stock, foreign exchange and bond market fluctuations, the price trend of oil and other raw materials, and the impact of geopolitical situation on the global economy.

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

A. Cement industry in China

In 2020, affected by covid-19, China suffered a 6.8% economic recession in Q1. However, China has put forward the "six guarantees"[1] policy and launched economic stimulus measures, and it is estimated that the annual economic growth will be between 2% and 3%. Compared with 2.33 billion MT in 2019, the cement demand is still expected to be in the range of 2.2 to 2.3 billion MT this year.

The coal market is expected to see a small price decline in 2020 as supply is eased; oil prices will remain low as demand for oil declines due to the widening of the global epidemic.

The operating outlook of the cement industry in China is as follows.

  • a. COVID-19 epidemic has a far-reaching impact: The new trading mode will transform the existing pattern, and the networked, mobile and intelligent sales mode will become the new development direction. With a serious epidemic overseas and economic turmoil, investment, import and export will be curbed, and the pace of investment by Chinese enterprises overseas will slow down. Cement kilns are actively engaged in the coordinated disposal of medical waste, which will become a new growth point after the epidemic.

  • b. The trend of continued tightening of supply in the sector remains unchanged:

    • i. Capacity replacement[2] is more stringent:

    • Capacity replacement activities will be strictly regulated, and companies will be prohibited from building new capacity or building more capacity than previously

  • 1 "Six guarantees" refer to ensuring employment of residents, basic livelihood, market players, food and energy security, industrial and supply chain stability, and community-level operation.

  • 2 "Capacity replacement" means the elimination of backward production capacity and the realization of industrial upgrading by means of marketization, so as to control the industrial capacity.

6

approved by the government. In 2020, some provinces and regions will directly stop the production capacity replacement of cement enterprises in any form.

  • ii. Improvement to the Staggered Peak Production policy:

The Staggered Peak Production policy continues to be refined and perfected, and the overall coverage is more extensive. By setting exemption thresholds for environmental protection emissions and safe production, the conditions for exemption from Staggered Peak Production[3] will be more stringent, and the balance between supply and demand of cement will be more stable.

  • c. Economic Recovery: Infrastructure is the top priority, while the demand for cement shall be stabilized:

  • i. In order to reduce the impact of the COVID-19 epidemic on the economy, China's fiscal policy will be active in 2020, and the scale of the annual special bond issue will exceed RMB 4 trillion, with a new special bond amount of RMB 350 billion mainly deployed among new infrastructure projects concerning the 5G network, ultra-high voltage, intercity high-speed rail and intercity rail transportation, etc. to effectively stabilize cement demand.

  • ii. China is actively promoting regional strategies and city cluster construction in China, including transportation construction, Yangtze River Delta integration and the establishment of The Guangdong-Hong Kong-Macau Greater Bay Area and Xiongan New Area. At the same time, China has further expanded its inland liberalization efforts with the establishment of the Jiangxi Inland Open Economic Experimental Zone, bringing incremental demand for cement in the region.

  • d. Coordination among enterprises for increased concentration: During the epidemic, the coordination, linkage and joint anti-risk capabilities of large enterprises have become prominent, and the advantages of market coordination have gradually emerged. In response to the new changes in the post-epidemic era, large cement groups will initiate a new round of industry mergers and acquisitions in the future to centralize their resource advantages and take the initiative to grasp the market.

  • e. The era of smart factory is approaching: In 2019, in the cement industry, there are intelligent cement production lines with intelligent production as the core, where operation and maintenance can provide protection and intelligent management can promote operation.

As a result, the cement industry has achieved the results of factory operation automation, management visualization, fault pre-control, all-factor coordination and decision-making intelligence, leading the industry to a new direction of development, and it has become a trend for the industry as a whole to use new technology to upgrade smart factories.

  • f. The e-commerce platform and green logistics have become the standard: We will create and explore new paths for the development of production and marketing, closely connect with each other electronically, develop online e-commerce platforms, and use big data to form a close and efficient Internet development system. The stringent ban on overloading and more stringent environmental requirements for water and land transport have placed higher demands on industry transport. The automated and customized self-owned e-commerce platform and the green logistics system will become the new standard of the industry.

  • 3 "Exemption from Staggered Peak Production" means refers to the situation where cement companies that meet certain specific conditions to be exempt from performing staggered peak production.

7

  • g. Extending the industrial chain with resource advantages: Under the normal environmental protection control, resource development pays more attention to ecological protection and promotes the construction of green mines. Restrictions on river sand mining and sand and gravel shortages will prompt the sand and gravel industry to accelerate its transformation and upgrading. Cement giants have been investing in the sand and gravel aggregates industry to speed up the integration of resources, which will become a new profit growth point for the industry in the future.

B. Cement industry in Taiwan

In 2020, the novel coronavirus (COVID-19) epidemic spread from Asia to other parts of the world, and the international oil price collapsed at the beginning of the year, which made the global financial market volatile and Taiwan's economic growth performance facing severe challenges. In order to revive the domestic market, the government will accelerate the implementation of various public construction projects and tenders to expand domestic demand, and set a target of 95% success rate for this year's public construction projects. In addition, the total budget for 2020 includes $164.6 billion for public works projects, $100.5 billion as the special budget for forward-looking infrastructure projects, and $201.9 billion for operating and non-operating special funds, which is $467 billion in total, showing an increase of $81.8 billion or 21.3% compared to that in 2019.

In terms of real estate, the Ministry of the Interior announced that the number of Taiwan's total number of traded and transferred buildings in 2019 was 302,275, showing an annual increase of 8%. It was the first time in five years that the number reached 300,000, and the third consecutive year since its expansion and growth in 2017. The fundamentals of the housing market in 2020 remain solidly structured in terms of demand for owner-occupied housing, but the impact of the novel coronavirus (COVID-19) epidemic will cast a variable on the growth of the housing market.

Overall, due to the impact of COVID-19, the economic situation in 2020 is full of uncertainty. However, driven by the government's accelerated implementation of public works, the total demand for cement in Taiwan is still expected to be the same as last year.

7. Business Outlook of the Company in 2020

In 2020, Taiwan's cement industry is still in an environment of oversupply and fierce competition. Regarding novel coronavirus (COVID-19) outbreaks, the Taiwanese government has been well advised to prevent them, and its epidemic control effect is world-renowned as all people follow the government's instructions. Therefore, the impact of the epidemic on the cement industry is relatively limited. It is expected that the company's performance this year will be like that of last year, and it will still be in a state of surplus.

As for China, owing the impact of the novel coronavirus (COVID-19) epidemic, the country's policy of extensive city closures has led to widespread work stoppages, which has led to a setback for Asia Cement (China)'s operations in the first four months of the year. But after May, the cement market in China entered its peak period in the first half of the year. In addition, stocks of cement companies in most regions have fallen to moderate or low levels due to the concentrated release of backlogged demand from the epidemic, which has caused cement prices to start rising. It can be expected that the overall profitability of Asia Cement (China) will stabilize quarter-on-quarter and is expected to continue to maintain the high prices of cement and profitability levels in 2019 as the market fully returns to normal.

8

Regardless of the business environment, we will do our best to stick to the established production and marketing strategy and consistently adhere to the policy of "high quality, high efficiency, high environmental protection and low cost."

In 2020, total domestic clinker production is expected to be 3,572 thousand MT, total cement production is expected to be 3,576 thousand MT and sales of self-produced cement and clinker are expected to be 3,822 thousand metric tons. In China, the production of clinker and cement is expected to reach 24,684 MT and 28,748 MT, with 30,100 MT of self-produced cement and clinker as the sales volume.

8. The Company's Operating Status in the First Quarter of 2020

For the first quarter of 2020, the Company's consolidated operating income was $13,138,882 thousand, which was 32% less than $19,385,675 thousand for the same period in 2019. The consolidated net income after tax was $1,130,599 thousand, which was 70% less than $3,810,086 thousand in the same period in 2019. The net after-tax profit attributable to the owner of the Company was $743,772 thousand.

9

II Company Profile

2.1 Date of Incorporation: March 21, 1957.

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

Scope of Business:

  1. C901030 Cement manufacturing

  2. C901040 Ready-mixed concrete manufacturing

  3. B601010 Quarrying

  4. C901050 Cement and ready-mixed concrete products

  5. C901990 Non-metallic mineral products

  6. F111090 Whole sale of building materials

  7. F211010 Retail sale of building materials

  8. F401010 International trade

  9. IZ06010 Tally and packing

  10. A201010 Afforestation business

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

  12. H701020 Developing, leasing, and selling industrial factories

  13. H703100 Real estate rental & leasing

  14. H703090 Real estate sale & purchase

  15. JE01010 Rental and leasing

  16. G202010 Parking-lot business

  17. G801010 Warehousing

  18. I103060 Business management consultation services

  19. J101040 Waste treatment

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

2.2 Company History

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

Asia Cement 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.

Asia Cement believes that economic growth and environmental protection can be achieved in parallel. Asia Cement introduces the most advanced dust collection equipment to effectively control the dust fall, keeping it far below the national standard. We are also dedicated to making our plant areas like a park especially with the Hualien plant spending tremendous manpower and

10

resources to establish the greenhouse seedling system for cultivation of all kinds of indigenous plants and transplantation in the remaining walls of the mined areas of the quarry, which has brought excellent greening results acclaimed by various awards. In addition to being among the first receivers of ISO-14001 environmental management system certification, the Company has won the Enterprise Environmental Protection Award for 3 years. The Portland cement produced by the Hualien plant has also won international recognition this year by receiving the ISO-14067:2018 (Greenhouse Gases Carbon Footprints of Products), the ISO 14046: 2014 (Greenhouse Gases Water Footprints of Products), and the optimizing level of the BS 8001: 2017 for circular economy model maturity through SGS certification, making Asia Cement the first cement producer to receive the certification for circular economy standard, carbon footprint and water footprint at the same time in the world. In recent years, we have built a butterfly ecological park based on the existing beautified environment of the Hualien plant, luring thousands of visitors to experience the beauty of nature and receiving high recognition from the general public.

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

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

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

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

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

11

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
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.

12

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.
May 2019 Jiangxi Yadong was awarded the medal of "Excellent Enterprise of 2018" in
RuichangCity.
May 2019 The Company is the first in Taiwan to win the "Asia Responsible Enterprise
Awards" for two consecutiveyears(2018-2019).
Jun. 2019 Sichuan Yadong was granted the "Road Portland Cement Production License"
issued by State Administration for Market Regulation, and obtained the production
qualification of special cement for airport runways.
Oct. 2019 Sichuan Yadong and Huanggang Yadong won the "National Excellence Award" in
the 17th National Cement Quality Index Inspection Competition of the "Gezhouba
Cement Cup" in 2019.
Dec. 2019 Hualien Plant won the 2018 Far Eastern Spirit Award.
Dec. 2019 Huanggang Yadong was selected as the "2019 Green Factory List in Hubei
Province".
Jan.2020 Four mines of ACC (China) were selected by the Ministry of Natural Resources as
2019 Green Mines List.
Mar. 2020 The China Cement Association announced the ranking of the top 50 companies in
the country's cement clinker production capacity in 2020, and Asia Cement
(China)ranked 10th.
Apr. 2020 The Company is ranked top 20% of the 6th Corporate Governance Evaluation of
listed companies.
May 2020 Hualien Plant obtained ISO 14067: 2018 product carbon footprint standard, ISO
14046: 2014 product water footprint standard, BS 8001: 2017 the highest maturity
level of circular economy, and was the first cement plant to obtain 3 verifications
at the same time.

During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company: 1. Mergers and acquisitions. 2. To restructure affiliate companies. 3. Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding. 4. Changes in the Company’s management. 5. Significant changes in business modes or business scope.

13

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

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

III Corporate Governance Report
3.1 Organization
3.1.1 Organization Chart
Shareholders’
_____ Administration System
Meeting
…………….. Technology System
Audit Committee
Board of Directors
Remuneration
Committee
Chairman
President Office
Vice Chairman HR Dept.
CSR Committee
President
Credit Committee
General Plant
Chief Engineer Vice President Chief Auditor
Manager
Human Resource
Committee
IT Steering
Committee
Hualien Hsinchu Export Domestic Finance Secretarial Auditing
Plant Plant Dept. Sales Dept Sales Dept Dept. Dept. Dept. Dept.
-14-- 14 -
----- End of picture text -----

3.1.2 Major Corporate Functions

Company Organization with Functions of Risk Management

Department 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 orpotential risks.
Remuneration Directly report to the Board of Directors. Prescribe and periodically review the
Committee performance andremunerationpolicyfordirectors andmanagerialofficers.
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 management ofthe 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 risk control of account receivable.
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
andloss ofoccupational 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’bestinterest.
Domestic Plan and implement domestic marketing strategy, credit customers, and identify
SalesDept. market trends to achieve business goals andreducerelevantrisks.
Export Sales Plan and implement oversea marketing strategy, credit customers, and identify
Dept. market trends to achieve business goals andreducerelevantrisks.
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.

15

The Company has established an information security risk management framework:

An IT Steering Committee was established to review internal information application systems, office automation, network information, and information security protection measures on a quarterly basis, and to provide tools for operations, management, and decision-making to reduce information security and benefit management risks. We have established “Asia Cement Personal Data Protection Management Measures” and “Asia Cement Computerized Information System Processing” in accordance with Articles 8 and 9 of the Regulations Governing Establishment of Internal Control Systems by Public Companies; in addition, the “Information and Communication Security Inspection Audit” has been incorporated into our 2019 and 2020 annual audit plans. The aforesaid measures have all been submitted to and approved by the Board of Directors.

Information security policy:

Our "Computerized Information System Processing" regulates the management system for various types of IT data and information in the process of output, use, and preservation. Besides, the "Regulations for Use of IT Equipment and Information Software by Employees", regulates various information security behaviors that employees must observe in carrying out their business.

Specific management plan:

A total of 20 inspections were carried out in 2019, including the "Information Security Audit" (once) "Information System Internal Control Self-assessment" (twice), "SAP Sensitive Permission Authorization and Function Conflict Anomaly Check" (quarterly) and" SAP Super User Sensitive Transaction Check" (monthly) performed each by an external unit and an internal audit unit.

16

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

Title Elected Date
Term
Date First Shareholding when Elected Shareholding when Elected Current Shareholding Current Shareholding Spouse & Minor 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 Honorary Chairman, Far Eastern Director Connie Hsu Sibling
Douglas Tong Doctor, Chiao New Century Corp. Director Peter Hsu Sibling
Hsu Tung University Chairman, Far Eastone Director Johnny Shih relatives by
Master of Telecommunications marriage
23,278,334 0.69% 23,278,334 0.69% 6,352,467 0.19% University of
Notre Dame,
Co., Ltd
Chairman, Far Eastern
Master of Department Stores Ltd.
Economics,
Columbia
University
Director 2017.06.27 3 1981.04.24 Mechanical Senior Advisor, Asia - - -
Tsai Hsiung
Chang
459,350
*750,511,324
0.01%
*22.33%
459,350
*750,511,32
4
0.01%
*22.33%
110,877 0.00% Technology
Section, National
Central Industrial
College
(Chongqing)

Cement (China)
Holdings Corp.
Director, U-Ming
Marine Transport Corp.
Director, Yuan Ze Uni.
Director 2017.06.27 3 1984.04.25 Master of Vice Chairman, Far Chairman Douglas relatives by
Johnny Shih 453,745
*750,511,324
0.01%
*22.33%
453,745
*750,511,32
4
0.01%
*22.33%
7,225,993 0.21% Computer,
Columbia
University
Eastern New Century
Corp.
Vice Chairman, Oriental
Union Chemical Corp.
Director
Director
Tong Hsu
Connie Hsu
Peter Hsu
marriage
relatives by
marriage
relatives by
marriage
Director
C.V. Chen
2017.06.27 3 1987.04.16 338,429
*750,511,324
0.01%
*22.33%
338,429
*750,511,32
4
0.01%
*22.33%
0 0% S.J.D., Harvard
University
Senior Partner, Lee and
Li Attorneys-At-Law
Chairman, Taipei
European School
- - -
Director
Chin-Der Ou
2017.06.27 3 2005.06.09 0
*3,849,468
0%
*0.11%
0
*3,849,468
0%
*0.11%
0 0% Ph.D., Case
Western Reserve
University
Director, Taiwan
Construction Research
Institute
- - -
Director 2017.06.27 3 2005.06.09 Yi-Lan President, Asia Cement - - -
Kun Yen Lee 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
13,454,981 0.40% 13,454,981 0.40% 0 0% Research, Corp. Director Connie Hsu Sibling
*4,819,800 *0.14% *6,218,800 *0.19% Stanford Director, Far Eastone Director Johnny Shih relatives by
University Telecommunications marriage
Master of Co., Ltd
-18- Information
Science, UCLA
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, China
Petrochemical Industry
Development Co., Ltd.
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
181,566,79
7
0%
5.40%
0
0%
Master of
Business
Administration,
Texas A&I
University
Director , 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%
20,000
0%
10,000
0%
PhD. in
Economics, Case
Western Reserve
University
Former
Chair Professor,
Soochou University
-
-
-
Chairman,
Taiwan Stock
Exchange
Independent 2017.06.27 3 2014.06.16 PhD. in Business Chairman , Central - - -
Director Administration, Investment Corp.
Gordon S. Chen National Taiwan
University
0 0% 0 0% 0 0% 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(passed awayon May13,2020)
Representative of Ta Chu Chemical Fiber Co.,Ltd:
Representative of Far Eastern Medical Foundation:
Representative of U-MingCorp.:
Director RueyLongChen
Director Champion Lee
Director Kwan-Tao Li

Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors listed above. Note 3: The shareholding excludes the shareholding that the trustor retains the power to decide the allocation of the trust fund. Note 4: There is no director holding shares in the name of other person. Note 5: All Directors are Taiwanese Citizens. Director Connie Hsu is female while other Directors are male.

The First and Most Recent Date for Institutional Investors Elected as Directors

Name of the Institutional Investors First Date Elected Most Recent Date Elected
Far Eastern New Century Corp 1987.04.16 2017.06.27
Bai-Yang Investment Holdings Corp. 2001.05.16 2017.06.27
Yue Ding Industry Co., Ltd. 2005.06.09 2017.06.27
Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation
2005.06.09
2017.06.27
Huey Kang Investment Corp. 2008.06.17 2017.06.27
Ta Chu Chemical Fiber Co., Ltd. 2011.06.22 2017.06.27
Far Eastern Medical Foundation 1987.04.16 2017.06.27
U-Ming Corp. 1993.05.07 2017.06.27

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

3.2.2 Major Shareholders of the Institutional Shareholders

Name of Institutional
**Shareholder **
Major Shareholder of the Institutional
Shareholders
%
Far Eastern New Century
Corporation
AsiaCementCorporation 23.77
Oriental Institute of Technology 4.81
Far Eastern Medical Foundation 3.61
Far Eastern Memorial Foundation 3.42
NanShan Life InsuranceCo. ,Ltd. 2.89
Yuan-ZeUniversity 2.74
China Life InsuranceCo.,Ltd. 1.85
Douglas TongHsu 1.71
Der ChingInvestment Corp. 1.55
ChungHwa Post Co.,Ltd. 1.38
Far Eastern Medical Foundation Y. Z. Hsu 76.90
He Zongyan 2.31
WangShu-peng 2.31
Hsu Wei Yuan 2.31
HuangYingChung 2.31
Douglas TongHsu 2.31
Laurence M. Yang 2.31
John Hsu 2.31
JohnnyShih 2.31
S.S. Hsu 2.31
Yu Wei San 2.31
Far Eastern Y. Z. Hsu Science and
Technology Memorial Foundation
Far Eastern International Bank 25.00
Far Eastern New Century Corporation
(Original from Far Eastern Textile Ltd.)
23.00
AsiaCementCorporation 18.00
Far EasTone Telecommunications Co.,Ltd 8.00
Far Eastern Department Stores Co.,Ltd. 8.00
U-MingMarine Transport Corp. 4.00
Oriental Union Chemical Corp. 4.00
Yuan DingInvestment Company 2.00
Oriental Securities Co.,Ltd. 2.00
Huey Kang Investment Corp. Connie Hsu 50.58
H.G. Yang 24.71
H.M. Yang 24.71
Bai YangInvestmentCorp. Far Eastern DepartmentStoresCo.,Ltd. 100.00
U-Ming Corp. Far Eastern DepartmentStoresCo.,Ltd. 100.00
Yue Ding Industry Co.,Ltd. Fu Da TransportationCo.,Ltd. 26.95
Yue-TungInvestmentCorp. 25.36
An HoGarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton Fu InvestmentCorp. 4.61
TaChuChemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89

-20-

Name of Institutional
**Shareholder **
Major Shareholder of the Institutional
Shareholders
%
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestment Co.,Ltd. 2.31
Yu Ming Co.,Ltd. 1.53
Ta Chu Chemical Fiber Co.,Ltd. Yuan DingInvestmentCompany 41.86
Yue DingIndustry Co.,Ltd. 38.76
Yue-Lee Investment Company 19.38

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
Labor Pension Fund Committee of Far Eastern
New CenturyCorporation

1.55
Yuan DingInvestment Company 1.53
Yuanta/P-shares Taiwan Dividend Plus ETF 1.51
Far Eastern Department Stores Co.,Ltd. 1.49
Yuan-Ze University 1.41
Far Eastern Memorial Foundation 1.31
Yu Yuan Investment Co.,Ltd 1.29
Yu ChangInvestment Company 1.26
Oriental Institute of Technology Asia Cement Corporation 50.00
Far Eastern New Century Corporation
(Original from Far Eastern Textile Ltd.)
50.00
Far Eastern Medical Foundation Y. Z. Hsu 76.90
He Zongyan 2.31
WangShu-peng 2.31
Hsu Wei Yuan 2.31
HuangYingChung 2.31
Douglas TongHsu 2.31
Laurence M. Yang 2.31
John Hsu 2.31
JohnnyShih 2.31
S.S. Hsu 2.31
Yu Wei San 2.31
Far Eastern Memorial Foundation Y. Z. Hsu 50.00

Hsu Yi Chu
50.00
Nan Shan Life Insurance Co. ,
Ltd.
First Commercial Bank Trustee Account For
Representative of Ruen Chen Investment
HoldingCo.,Ltd.
60.01
Ruen Chen Investment HoldingCo.,Ltd. 29.54
Y. T. Du 2.90
Ruen Tai ShingCo.,Ltd. 0.30
Ruen Hua Dyeing& WeavingCo.,Ltd. 0.27
Ruentex Development Co.,Ltd. 0.23

-21-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Ruentex Industries Ltd. 0.21
Taishin International Bank Trust
Account of Nan Shan Life Insurance Co.,Ltd.
0.21
Yen Sin Corporation 0.16
Ruentex LeasingCo.,Ltd. 0.13
Yuan-Ze University U-MingMarine Transport Corp. 55.21
Far Eastern Medical Foundation 26.05
Far Eastern New Century Corporation
(Original from Far Eastern Textile Ltd.)
5.52
Fu MingTransportation Co.,Ltd. 5.25
Far Eastern Memorial Foundation 4.91
Asia Cement Corporation 2.76
Connie Hsu 0.28
Y. Z. Hsu 0.01
Yu Chao-Chung 0.01
China Life Insurance Co., Ltd. China Development Financial HoldingCorp. 26.16
KGI Securities Co.,Ltd 8.66
CathayLife Insurance Co.,Ltd. 3.04
Videoland Inc. 2.42
Labor Pension Fund(the New Fund) 1.61
LinglangZhan 1.24
PGIA Comprehensive International Stock
Index Fund Dedicated Account, managed by
PGIA, under custody of JP Morgan, Taipei
Branch.
1.21
Citi as Trustee For The Government of
Singapore Investment Corp.
1.17
The Norwegian Central Bank Investment
Dedicated Account, under custody of CITI
Bank
1.12
Labor Insurance Fund 1.03
Der Ching Investment Corp. Asia Cement Corporation 99.99
Asia Investment Corp. 0.01
ChungHwa Post Co., Ltd. Ministry of Transportation and
Communications
100.00
Far Eastern International Bank Yu Yuan Investment Co., Ltd. 4.95
Yue Li Investment Corp. 4.39
Asia Investment Corp. 4.03
Der ChingInvestment Corp. 4.03
Yue-TungInvestment Corp. 3.89
Yuan DingInvestment Co., Ltd. 3.56
Kai Yuan International Investment Co., Ltd. 3.21
Yuan TongInvestment Co.,Ltd. 3.20
Special Account for trust property of Far
Eastern International Bank employee in
custody of FEIB
3.10

-22-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
DingYuan International Investment Corp. 2.64
Far Eastern New Century
Corporation
Asia Cement Corporation 23.77
Oriental Institute of Technology 4.81
Far Eastern Medical Foundation 3.61
Far Eastern Memorial Foundation 3.42
Nan Shan Life Insurance Co. , Ltd. 2.89
Yuan-Ze University 2.74
China Life Insurance Co., Ltd. 1.85
Douglas TongHsu 1.71
Der ChingInvestment Corp. 1.55
ChungHwa Post Co.,Ltd. 1.38
Far EasTone Telecommunications
Co., Ltd
Yuan DingInvestment Co., Ltd. 32.73
Shin KongLife Insurance Co., Ltd. 9.70
CathayLife Insurance Co.,Ltd. 6.89
NTT DOCOMO Inc. 4.71

ChungHwa Post Co.,Ltd.
3.24
Yuan TongInvestment Co., Ltd. 3.08
Fubon Life Insurance Co., Ltd. 1.92
Nan Shan Life Insurance Co., Ltd. 1.82
An Ho Garment Co., Ltd. 1.25
Taiwan Life Insurance Co,Ltd. 1.17
Far Eastern Department Stores
Co.,Ltd.
Far Eastern New CenturyCorporation 17.06
PJ Asset Management Co.,Ltd. 7.75
Asia Cement Corporation 5.65
Yuan DingInvestment Co.,Ltd. 5.33
Chia Yuan Investment Company 5.05
Yuan-Ze University 4.75
Yuan TongInvestment Co.,Ltd 3.61
The Norwegian Central Bank Investment
Dedicated Account, under custody of CITI
Bank
2.26
The committee of Employee Pension Fund of
Far Eastern DepartmentStoresCo.,Ltd.
2.11
Yu Yuan Investment Co.,Ltd 2.06
U-Ming Marine Transport Corp. Asia Cement Corporation 39.25
Public Service Pension Fund Management
Board
2.08
CathayLife Insurance Co.,Ltd. 1.60
Yuan DingInvestment Co., Ltd. 1.05
Fubon Life Insurance Co.,Ltd. 1.04

-23-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
Cape Ann Global Developing Markets Fund
Investment Dedicated Account, under custody
of Bank of Taiwan
1.00
Yu Yuan Investment Co.,Ltd 0.94
DingShen Investment Co.,Ltd. 0.94
TransGlobe Life Insurance Co.,Ltd. 0.93
Asia Investment Co.,Ltd. 0.92
Oriental Union Chemical Corp. Far Eastern New CenturyCorporation 9.17
Yuan DingInvestment Company 8.00
Asia Cement Corporation 7.20
Yuan TongInvestment Co.,Ltd 5.61
Yu Yuan Investment Co.,Ltd 3.75
Kai Yuan International Investment Co.,Ltd. 3.67
DingYuan International Investment Co.,Ltd. 3.09
Fubon Life Insurance Co.,Ltd. 2.80
CathayLife Insurance Co.,Ltd. 2.47
Ton Fu Investment Corp. 1.55
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
Oriental Securities Co., Ltd. Yuan DingInvestment Company 25.96
Far Eastern Department Stores Co.,Ltd. 19.66
Far Eastern New CenturyCorporation 19.65
Asia Cement Corporation 18.93
Bai DingInvestment Co.,Ltd. 13.61
An Ho Garment Co.,Ltd. 1.17
Ta Chu Chemical Fiber Co.,Ltd. 0.51
Douglas TongHsu 0.09
Shaw Y. Wang 0.07
Fan Yu Chen 0.03
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

-24-

Name of Juridical Persons Major Shareholder of the Juridical Persons
%
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
Yuan DingCo.,Ltd. 1.00
Ding & Ding Management Consultants Co.,
Ltd
1.00
Yuan DingLeasingCorp. 0.50
Yue Ding Industry Co.,Ltd. Fu Da TransportationCo.,Ltd. 26.95
Yue-TungInvestment Corp. 25.36
An HoGarmentCo.,Ltd. 15.66
DingYuan International InvestmentCorp. 13.20
Ton Fu InvestmentCorp. 4.61
TaChuChemical FiberCo.,Ltd. 3.89
Ya Li Precast Prestressed Concrete Industries
Corp.
3.89
Yuan Ding Co.,Ltd. 2.59
Bai DingInvestmentCo.,Ltd. 2.31
Yu MingTrading Corp. 1.53
Yue-Lee Investment Company U-MingMarine Transport Corp. 68.18
U-Ming Marine Transport (Singapore) Private
Ltd.
31.82

-25-

3.2.4 Professional Qualifications and Independence Analysis of Directors

Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years Work Experience
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) 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 or
University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and been
Awarded a Certificate in a
Profession Necessary for the
Business of the Company

Have Work Experience in the
Areas of Commerce, Law,
Finance, or Accounting, or
Otherwise Necessary for the
Business of the Company
1 2 3 4 5 6 7 8 9 10 11 12
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 ˇ ˇ 1
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 2
Champion
Lee
ˇ ˇ ˇ ˇ ˇ ˇ 0
Chin-Der Ou ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1
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 0

Chi Schive
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 2

Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

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

  2. Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and

regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  1. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  2. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  3. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  4. If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  5. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  6. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

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

  9. Not been a person of any conditions defined in Article 30 of the Company Law.

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

  11. 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

As of Mar. 31,20
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,
Ya Tung Ready-Mixed
Concrete Co., LTD
Vice President W.K. Chou Male 2007.07.01 4,962 0.0001 4,962 0.0001 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
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 2012.10.01 888 0 0 0 Bachelor degree in Law,
Soochow University
Director,
Fu Shan Mineral Stone
Co., Ltd.
Title Name Gender Effective
Date
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Experience(Education) Other Title
Shares % Shares %
Assistant Vice
President
H.Y. Kao Female 2013.10.16 832 0 467 0 Bachelor degree in
Accounting,
Soochow University
Director, Der Ching
Investment Corp.
Assistant Vice
President of
Finance Dept.
Dana Lee Female 2019.03.01 8,971 0.0002 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
-

* Manfred Wang retired on Mar. 5, 2020.

* 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 Remun eration eration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Rel evant Remuner ation Recei ved by Directo rs Who are Also Employees rs Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Remuneration
from ventures
other than
subsidiaries or
from the parent
company
(Note 1)
Base Compensation (A)
Severan
ce Pay (B) Directors
Compensation(C)
Allow ances (D) Salary, B
Allow
onuses, and
ances (E)
Severan ce Pay (F) Employee Compensation (G)
The
company

All companies
in the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements
The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements

The company
Companies in the
consolidated
financial
statements

The
company
Companies in
the
consolidated
financial
statements
Cash Cash
Chairman Douglas Tong
Hsu
14,511


16,340 0 0 223,896 226,220 1,056 6,596 1.371% 1.427% 7,083 11,680 216 216 6,600 6,600 1.451% 1.533% 216,084
Director
Director
Director
Far Eastern
New Century
Corp.
Representatives:
Tsai Hsiung
Chang
Johnny Shih
C.V. Chen
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

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

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

- 31 - -31-
----- End of picture text -----

Director Bai-Yang
Investment
Holdings Corp
Representative:
Chin-Der Ou
Director U-Ming Corp
Representative:
Kwan-Tao Li
Independe
nt Director

Ta-Chou Huang
Chi Schive
Gordon S. Chen


0
0 0 0 6,400 6,400 360 360 0.039% 0.039% 0 0 0 0 0 0 0.039% 0.039% 0

* In addition to the above remuneration, director remuneration received from companies included in the consolidated financial statements in the most recent year to compensate directors for their services, such as being independent contractors: None.

* 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$ 46,200, 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$ 77,800, and the annual remuneration of driver is about NT$ 700,000. * Within recent two fiscal years, all ACC directors’ remuneration accounted for 2.219% and 1.490% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 2.350% 及 1.572% 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$1,000,000 Connie Hsu, Yue Ding Industry
Co.,Ltd.
Connie Hsu, Yue Ding Industry
Co.,Ltd.
Connie Hsu, Yue Ding Industry
Co.,Ltd.
Connie Hsu, Yue Ding Industry
Co.,Ltd.
NT$1,000,000~NT$2,000,000 C.V. Chen, Chen Kun Chang,
Ruey Long Chen, Champion Lee,
Chin-Der Ou,Kwan-Tao Li

C.V. Chen, Ruey Long Chen,
Champion Lee, Chin-Der Ou,
Kwan-Tao Li
C.V. Chen, Chen Kun Chang,
Ruey Long Chen, Champion Lee,
Chin-Der Ou,Kwan-Tao Li

C.V. Chen, Ruey Long Chen,
Chin-Der Ou
NT$2,000,000~NT$3,500,000 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
Kwan-Tao Li, Ta-Chou Huang,
Chi Schive, Gordon S. Chen
NT$3,500,000~NT$5,000,000 - - - -
NT$5,000,000~NT$10,000,000 Tsai Hsiung Chang, Bai-Yang
Investment Holdings Corp,
Bai-Yang Investment Holdings
Corp,
Bai-Yang Investment Holdings
Corp,
Chen Kun Chang, Champion
Lee,Bai-YangInvestment
Huey Kang Investment Corp,
Ta Chu Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, U-Ming Corp,
Far Eastern Medical Foundation
Huey Kang Investment Corp,
Ta Chu Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, U-Ming Corp,
Far Eastern Medical Foundation
Huey Kang Investment Corp,
Ta Chu Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, U-Ming Corp,
Far Eastern Medical Foundation
Holdings Corp, Huey Kang
Investment Corp, Ta Chu
Chemical Fiber Co.,Ltd,
Far Eastern Y.Z.Hsu Science and
Technology Memorial
Foundation, U-Ming Corp,
Far Eastern Medical Foundation
NT$10,000,000~NT$15,000,000 Johnny Shih, Kun Yen Lee,
Peter Hsu,
Kun Yen Lee, Tsai Hsiung
Chang,Peter Hsu,
Johnny Shih, Peter Hsu, Tsai
HsiungChang,
-
NT$15,000,000~NT$30,000,000 Far Eastern New Century Corp. Far Eastern New Century Corp.,
Johnny Shih,
Far Eastern New Century Corp.,
Kun Yen Lee
Far Eastern New Century Corp.,
Kun Yen Lee, Tsai Hsiung
Chang,
NT$30,000,000~NT$50,000,000 Douglas Tong Hsu Douglas Tong Hsu Douglas Tong Hsu 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
  1. The link between performance evaluation and remuneration of directors and managers:

  2. A. the link between director performance evaluation and remuneration:

    • a. Executive directors may be paid according to the Article 20 of AOI, and shall be approved by the Board of Directors with reference to industry and peer standards. Every year, the annual performance evaluation is made based on individual performance and company performance similar with senior managers.

    • b. Attendance fee paid to independent directors serving as members and convener of the Remuneration Committee and Audit committee is in the same standards of affiliated companies.

    • c. Article 25 of the AOI stipulates that the remuneration for directors is not more than 2.5% of profit of the current year. The directors' remuneration shall be distributed according to the following principles after the Board of Directors has considered the Company's operating performance and passed the distribution ratio amount:

    • (a) The remuneration of directors is allocated first to the legal person. The legal person is then redistributed based on the director's role and performance to the directors.

    • (b) For a director who is a natural person, his contribution and professional field to the BOD, Remuneration Committee and Audit Committee would be the reference standard of payment.

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

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

- 33 - -33-
----- End of picture text -----

  • d. Performance evaluation and remuneration are reviewed by the Remuneration Committee and the Board of Directors, and are reviewed at any time depending on actual operating conditions, industrial operating risks, trends, and laws.

  • C. the link between manager performance evaluation and remuneration:

  • a. Article 25 of the AOI stipulates that if a profit is made in the year, 1.0% to 4% shall be set aside for employee compensation.

  • b. The performance evaluation of managers will affect their employee compensation.

The succession planning of the Company's Board of Directors and important managers

Member of the Board of Directors:

  1. In 2017, the Shareholders' meeting amended the "Director Election Rules" which stipulates the director diversity policy in article 3.

  2. The Company complies with the Company's AOI and the board of directors adopts the nomination system for candidates. In addition to assessing the academic experience of each candidate, and referring to the opinions of stakeholders, abide by the "Director Election Rules" and "Corporate Governance Code" to ensure the diversity and independence of directors.

  3. 15 directors of the Company's 26th Board of Directors, including 3 independent directors, professional knowledge includes leadership, management, crisis management, industrial knowledge and international outlook, public welfare, legal affairs, legal compliance, economics, administration, finance , Agriculture, etc.

  4. The succession of directors is partly from the senior executives of the company, but most of them still have to be promoted from the talent pool of the national society, especially independent directors who emphasize independence.

5. The Far Eastern Group to which the company belongs has a corporate culture that values corporate governance and talents. Due to the long-term succession planning, there are many companies with professional managers as general managers, vice chairman and chairman of the group.

Important managers:

  1. The Company has cooperated with Yuanzhi University to set up a "training class" for corporate elites. Course training, followed by 30 high-level conference internships and 30 special seminars, the training has achieved good results. At present, more than 90% of the trainees have been promoted. In addition, trainees need to receive about 12 hours of back-training courses every year in order to continue to grow and improve.

  2. Due to the effectiveness of the training, this training plan model has been copied to all subsidiaries of ACC (China).

3. Remuneration of President and Vice Presidents

Unit: NT $ 1000

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

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

Cash
Bonus
Cash
Bonus
President Kun Yen Lee
19,257
20,647 756 756 3,863 4,069 23,769 23,769 0.273%
0.282%
1,010
Chief Executive Vice President Y.F. Chang
Executive Vice President Doris Wu
VicePresident C.M. Chen
Vice President W.K. Chou
Vice President T.L. Yu
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 $ 33,500.

  • * Within recent two fiscal years, total remuneration of the President and Vice Presidents accounted for 0.278% and 0.249% of ACC net income. Total amount of

President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.284% 及 0.258% of net income received from those companies.


from those companies.
Classification of Remuneration Paid to
ACC President
and Vice Presidents
Name of President and Vice Presidents
ACC All companies listed in Consolidated Operational Report
NT$2,000,000~NT$3,500,000 - -
NT$3,500,000~NT$5,000,000 - -
NT$5,000,000~NT$10,000,000 Kun Yen Lee, Y.F. Chang, Doris Wu, C.M. Chen, W.K.
Chou, T.L. Yu, Z.P. Chang
Kun Yen Lee, Y.F. Chang, Doris Wu, C.M. Chen, W.K.
Chou, T.L. Yu, Z.P. Chang
Total 7 7
  • * The remuneration of President and Vice Presidents is divided into two parts:

  • Monthly salary based on fixed salary rank.

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

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

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

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

- 35 - -35-
----- End of picture text -----

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 34,379 34,379 0.197%
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
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
Assistant Vice President Dana Lee
Assistant Vice President Karen Yang
  • The 2020 managers’ remunerations have been approved by the BOD and will be reported to 2020 Shareholders’ Meeting.

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

Unit: NT $ 1000

Rank Title Name Stock Bonus Cash Bonus Total Amount
1 President Kun Yen Lee 0 30,397 30,397
2 Executive Vice President Doris Wu
3 Chief Executive Vice President Y.F. Chang
4 General Plant Manager Z.P. Chang
5 Vice President T.L. Yu
6 Vice President C.M. Chen
7 Vice President W.K. Chou
8 DeputyChief Auditor W.H. Yeh
9 Special Assistant of President Office T.M. Chen
10 Manager of AccountingDept. H.Y. Kao
  • The employees’ remuneration comes from the profits of 2019.

  • Doris Wu and T.L. Yu are also responsible for ACC (China) affairs.

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, 2019 to May 12, 2020. 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 6 0 100% 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 5 1 83% 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
5 1 83% 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 6 0 100% Newly-elected
Jun.27, 2017
Director
U-Ming Corp.
Kwan-Tao Li 6 0 100% Newly-elected
Jun.27, 2017
Independent
Director
Ta-Chou Huang 5 1 83% Reappointment
Jun.27, 2017
Chi Schive 6 0 100% 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

-36-

3.3.2 Other mentionable items:

1. Board of Directors

  • A. Items listed in the Article 14-3 of the Securities Exchange Act: Please refer to 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

  • B. Except for the above matters, the three independent directors of the Company gave us valuable opinions with no objections or reservations on all discussed matters. The directors' statements were all set out in the minutes of the board meeting.

  • If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified: None for the period from 2019.01.01.~2020.05.12.

  • The implementation of the Board evaluation:

Evaluation frequency Evaluated period Evaluation scope Evaluation method Every year 2019.01.01~ The Board and Self-evaluation 2019.12.13 members Evaluation content: ○1 mission and goal, ○2 internal control and risks, ○3 management of internal relations, ○4 management of external relations, ○5 the composition and capabilities of the BOD, ○6 board culture, ○7 the operation of the BOD, ○8 evaluation by the chairman, ○9 directors' self-evaluation.

  1. 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 12, 2020. The 2019 performance evaluation score was 96 points. The slight difference with past years is determined by the number of board meetings.

  • C. The score of 2019 evaluation falls between 3.40~3.73, 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;

-37-

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 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, 2019 to May 11, 2020. Independent directors’ attendance condition was as follows:

Title Name ~~Attendance~~
in Person
~~By~~
Proxy
~~Attendance~~
Rate
Notes
Convener Ta-Chou Huang 6
0
100.00% -
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
2019/03/19 Audit report of 2018 Q4. V All members
present at
the meeting
agreed to
pass the
items and
submitted it
to the board
of directors
in which all
attended
Cross Currency Swap (CCS)Report V
Acquisitionand disposalof fixed assets V
Report of endorsements/ guaranteeswith affiliates V
In order to raise working capital, the Company
applied for credit from financial institutions.
V
2018 consolidated financial report and individual
financial report
V
2018dividend distribution V
Appointment of accountants auditing the financial
statements for 2019and their service fee
V

-38-

Approval to 2018 "Internal Control System
Statement"
V directors the
approved
without
objection.
To amend InternalControlSystem V
To amendAccounting System V
Issuance of Long-termCommercialpaper V
Proposed to issue medium and long-term unsecured
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.
V
Proposed 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.
V
To issue a letter of support for the Company’s
subsidiary, Chiahui Power Corp., for 20-year-term
NT$10.5billion syndicated loan.
V
To amend “Procedure for Acquisition and Disposal
of Assets”
V
To amend “Procedure for Making Endorsements and
Guarantees”.
V
To amend “Procedure for Loan toOthers”. V
2019/05/10 Auditreport of 2019 Q1 V
Consolidatedfinancial report of 2019 Q1 V
Acquisition and disposal of fixed assets V
Report of endorsements/ guaranteeswith affiliates V
In order to raise working capital, the Company
applied for credit from financial institutions.
V
Report the Company’sissued2019 corporationbond V
Report theCompany's 2018annual business report V
2019/08/01 Audit report of 2019 Q2 V
Acquisition and disposal of real estate, equipment or
right-of-use assets
V
Report of endorsements/ guaranteeswith affiliates V
Revision of the Company's "Internal Control
System" and "Internal Audit System and
Implementation Rules"
V
2019/11/06 Audit report of 2019Q3 V
Consolidatedfinancial report of 2019 Q3 V
Acquisition and disposal of real estate, equipment or
right-of-use assets
V
Report ofendorsements / guarantees withaffiliates V
The implementation report of the Company's second
unsecured corporate bondin 2019
V
2019auditplan V
Revision of the Company's "Internal Control
System" and "Internal Audit System and
Implementation Rules"
V

-39-

Proposed 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
financialstructure.
V
2019/03/25 Audit report of 2019 Q4. V
The company reiterates its ability to prepare its own
financial reports
V
Acquisition and disposal of real estate, equipment or
right-of-use assets
V
Report of endorsements/ guaranteeswith affiliates V
Acquisition and disposal of securities.
In order to raise working capital, the Company
applied for credit from financial institutions.
V
2019 consolidated financial report and individual
financial report
V
2019 dividend distribution V
Appointment of accountants auditing the financial
statementsfor 2019
V
Approval to 2019 "Internal Control System
Statement"
V
To amend the2019 audit plan V
Proposed to issue medium and long-term unsecured
commercial paper with total amount not exceeding
NT$20 billion in order to repay the loan, enrich the
medium and long-term working capital, and
strengthenthefinancialstructure.
V
To amend “Articles of Incorporation of Asia Cement
Corporation”
V
To amend “Meeting Rules for Shareholders’
Meeting”
V
To amend “Meeting Rules for Board of Directors’
Meeting”
V
To amend “Principles for Ethical Management of
Asia Cement Corporation”
V
2020/05/11 Audit report of 2020 Q1 V
Consolidated financial report of 2020 Q1
Acquisition and disposal of real estate, equipment or
right-of-use assets
V
Report of endorsements/ guaranteeswith affiliates V
In order to raise working capital, the Company
applied for credit from financial institutions.
V
The implementation report of the Company's first
unsecured corporate bond in 2020
V
Report the company's 2019annual business report V

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

  1. If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified:

-40-

None.

None. None. None.
3. Communications with internal audit manager and CPA:
(1) Internal audit manager reports the plans and execution of audit works to Independent
Directors every quarter and implement the instructions and follow-up of each
independent director.
(2) CPA and accounting manager report financial and operation business to Independent
Directors every quarter
Meeting
date
Items discussed with internal auditor Items discussed with CPA
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. The impact of the new
accounting standards on the
Company.
3. Regulations update.
2019/08/01 Audit report of 2019 Q2 1. The results of 2019 H1
consolidated financial
statements.
2. Other communication matters.
3. Regulations update.
2019/11/05 Audit report of 2019 Q3 1. Declaration of independence.
2. The scope and method of
review.
3. Group review.
4. Major accounting policies,
major accounting estimates,
major events, and major
transactions
5. Other communication matters.
6. Annual auditing plan (key audit
items,significant risks).
2019/03/23 Audit report of 2019 Q4 1. Declaration of independence.
2. The scope and method of
review.
3. Group review.
4. Major accounting policies,
major accountingestimates,

-41-

Meeting
date
Items discussed with internal auditor Items discussed with CPA
major events, and major
transactions
5. Key reviewing matters.
6. Other communication matters.
2020/05/11 Audit report of 2020 Q1 1. Declaration of independence.
2. The scope and method of
review.
3. Group review.
4. Major accounting policies,
major accounting estimates,
major events, and major
transactions
5. Othercommunication 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 Audit Committee meeting.

-42-

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
MOPSand theCompany’swebsite.
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 before
31th July.




None
None

-43-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
ListedCompanies” and Reasons
Yes No Abstract Illustration
(3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
V
V
In addition to enacting “Regulations for
Monitoring Subsidiaries” as the risk management
mechanism for its subsidiaries, the Company has
also enacted “Regulations for Managing Client’s
Credit” and assigned the Credit Committee to be
responsible for risk control of accounts receivable.
Meanwhile, to establish risk management and
firewall, we have signed up with affiliates for
“Procedures of Assets Acquisition and Disposal”,
“Procedures for Loaning of funds to Others”,
“Procedures for Endorsement and Guarantee,”
and “Rules on the Management of Related Party
Transaction.”
The Auditing Department will report regularly to
the Board of Directors and Audit Committee
about any abnormal conditions and their
improvements. The Auditing Department will
also report to the Financial Supervisory
Commission and other government agencies in
accordance with relevant regulations.
The Board of Director approved “the Procedure
Dealing with Internal Material Information of
Asia Cement Corporation” on Dec. 21, 2009, and
revised it on Aug. 10, 2017. 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



None
None

-44-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
ListedCompanies” and Reasons
Yes No Abstract Illustration
forms of security.”
The Procedure has been post on the Company’s
website and internal bulletin board.
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,

None

-45-

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 Ta-Chou Huang Chi Schive, and Gordon S.
Chen, they are expert in administrative
management and financial matters. It is also
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 and Audit Committee 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 with reference to the Universal
Declaration of Human Rights and International
Labor Conventions.
Credit Committee:
Execute “Regulations for Managing Client’s
Credit” enacted by the Company and take charge
of risk control of account receivable.
None

-46-

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 CSR Committee:
Responsible for investigating and identifying
corporate sustainability issues and to respond
major considerations of stakeholders in order to
implement the goal of sustainable development.
IT Steering Committee:
Review all affairs relating to information
operation system, office automation, internal and
external website applications and information
security to the needs of operation, management
and provide strategy to prevent the risk of
information security and its efficiency.
The company enacted “Procedures for
Evaluating the Board’s Performance” on May
13, 2015 and conducts it annually.
Evaluation methods:
1. Self-assessment of Board members
Board members fill in the” Self-Assessment
Questionnaire for Board Members” at the end
of each year.
2. Assessment by Secretarial Department:
Secretarial Department will evaluate
evaluation items at the end of each year and
modify evaluation items if needed.
3. Procedures:
a. regularly review the effectiveness of the
evaluation.
b. at the end of eachyear,Secretarial
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
Department will review the
Self-Assessment Questionnaire and
evaluation items, calculate a weighted
average score, and report to the Board of
Directors.
4. Implementation:
At the beginning of each year, Secretarial
Department will remind every Board’s
member about items in the Self-Assessment
Questionnaire and other issues, such as
“recognition and discussion issues of the
Board in accordance with law, "Quarterly
meeting requirement of the Board", "rules
regarding to conflicts of interests of
Directors", "the minimum annual training
hour of directors", and “to enhance attendance
rate of board of directors and shareholders
meeting”.
5. Secretarial Department reviewed the
Self-Assessment Questionnaire of the Board
and calculated a weighted average score, and
reported to the Board on May 12, 2020.
The Company's corporate governance
department is studying whether the board's
performance evaluation to be evaluated
externally.
6. Although the results of performance
evaluation will not affect the remuneration of
individual directors,it will be used as a

-48-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
(4) Does the company regularly assess the
independence of accountants?
reference for nomination renewal, especially
the attendance rate
7. The Procedures for Evaluating the Board of
Directors’ Performance has been disclosed on
the Company’s website.
1. The Company appointed Li Wen Kuo and Yu
Wei Fan of Deloitte & Touche to audit 2018
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.
2. In 2019, due to internal function adjustments
in Deloitte & Touche-Taiwan, it adjusted the
Company’s CPA to Xin 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.
3. The Audit Committee and the Board of
Directors meeting will regularly in March
eachyear to assess the independence of CPAs.
None
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. :
includingbut not limited toprovide the
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
secretaryof the board of directors topromote

None

-49-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
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.)
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. 2. The main responsibilities are as follows:
 Convene internal corporate governance
regulations seminars twice a year.
 Develop company and organizational
structure to promote the independence of
the board of directors, transparency,
corporate governance, and internal control.
 Plan to convene the Board of Directors and
Audit Committee and their agenda at least
prior 7 days before the meetings with
sufficient meeting information to facilitate
the directors to understand the contents of
the relevant issues and conflict of interests
in advance.
 To registry the date of the shareholders'
meeting every year, and to issue the
meeting notice, annual report and
handbook in both English and Chinese. The
relevant documents shall be approved by
the vice president and president.
 To survey the Board’s performance
evaluation and report to the board of
directors annually.
3. Training hours for Corporate Governance
Officer have been declared to MOPS

-50-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
accordingto the regulations.
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders, as well as handle all the
issues they care for in terms of corporate social
responsibilities?
V The Company provides “Stakeholder Area”
section of the Company’s website for the
communication channel with shareholders and
stakeholders with respect to any CSR issues.
http://www.acc.com.tw/
None
6. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?
V The Company designates stock agency, Oriental
Security Corporation, to deal with shareholder
affairs.
None
7. Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to handle
information collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
V
V
The Company has set up a Chinese/English
website (www.acc.com.tw) to disclose
information regarding the Company’s financials,
business and corporate governance status.
The Company has assigned a spokesman or his
deputy to handle information collection and
disclosure.
The Company will also convene the institutional
investors’ conference upon request and post
relevant information on MOPS and ACC
website. Please refer to Section 3.3.5 8(2)
Investor Relations of this Annual Report.
None
None
8. Is there any other important information to facilitate
a better understanding of the company’s corporate
governance practices (e.g., including but not limited
to employee rights, employee wellness, investor
relations,supplier relations,rights of stakeholders,
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:
None

-51-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
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)?
For the efficient communication between
investors and the Company, in addition to
the spokesman or his deputy, the Company
specifies its Finance Department to serve
as investor relation contact. Moreover, the
Company will attend or hold investor
conference if necessary. In order to ensure
the information symmetry of disclosure,
the Company will post relevant
information and materials to MOPS and
the Company's website.
(3) Supplier relations:
The Company regards our suppliers as
partners. Except requiring good service,
high quality, and reasonable prices to our
suppliers, the Company also brings our
construction contractors into its safety
management system, and set up safety
regulations for contractors, such as access
control and issuing construction
permission, and holds training courses to
help contractors fulfill safety requirements.
(4) Stakeholders’ Rights:
For the transparency and timely disclosure
of the Company, the information of
finance, business, and corporate
governance could be accessed on the
Company’s website and MOPS in both
Chinese and English.
(5)The trainingfordirectors:

-52-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
Please refer to section 3.3.8 for detail.
(6) Risk managements and assessments:
Based on the principles of “protecting
assets, promote interests, reducing
damages and ensuring sustainable
development" of the Company, the
Company forms its company organization
with functions of risk management. Please
refer to section 3.1.2 for detail. Besides of
routine business goals, each departments of
the Company would timely adjust to
rapidly-changing world for risk
management.
(7) Customer policy:
The Company serves its customers with the
principles of “good service, high quality,
and reasonable prices, and
customer-oriented”. The Company will
also meet all customers’ need by stringent
quality control.
(8) Responsibility insurance purchase for
directors and supervisors:
On November 8, 2019, the Board of
Directors agreed to renew the 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
1,2019.

-53-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx
Listed Companies” and Reasons
Yes No Abstract Illustration
9.
Base on the result of ”Corporate governance
Evaluation” announced by TWSE ( Taiwan Stock
Exchange Corporation) in a recent year to
illustrate the status of matters have been already
improved and priority measures to reinforce
matters haven’t been improved:
V The Company was ranked 6%~20% in “the 2019
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 Board of Directors has
amended the company's code of integrity
management on March 25, 2020, and instructed
Corporate Governance Officer and HR Dept. to
report to the BOD regularly with education and
trainingissues.
None

-54-

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
Independent
Director
Ta-Chou
Huang
V 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.

  • According to Art. 12 of 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 number of remuneration committees shall not be less than three, and more than half of the members shall be independent directors. The Board of Directors changed the members of the Remuneration Committee on May 10, 2019. The current remuneration committee is composed of two independent directors, Chi Schive and Ta-Chou Huang.

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

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

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

  2. Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  6. If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  7. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors

-55-

appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  1. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  2. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  3. Not been a person of any conditions defined in Article 30 of the Company Law.

  4. 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.”

-56-

2. Implementation Status of the Remuneration Committee

There are 3 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 Ta-Chou Huang 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
2019/03/18
President and vicepresident's 2018performance evaluation
V
All members present
~~a~~t the meeting agreed
to pass the items
~~w~~ithout objection.
.
2018 directors' and employees’ remuneration
V
President and vice president's 2019 performance evaluation
items
V
2019/11/05
2018
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.

-57-

3.3.7 Corporate Social Responsibility

Evaluation Item Implementation Status Deviations from “the
CSR Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Explanation
1. Does the company assess
ESG risks associated with
its operations based on the
principle of materiality, and
establish related risk
management policies or
strategies?
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 Company's corporate social responsibility policy and CSR report have
been disclosed on the Company's website.
After the mining rights extension of the Hualien Plant was approved, it caused
dissatisfaction of environmental groups and misunderstandings of the
indigenous tribes. After 3 years of communication, there has been a goodwill
feedback on "home security" and "truth investigation".
None
2. The company establishes
exclusively (or
concurrently) dedicated
units to be in charge of
proposing and enforcing the
corporate social
responsibility policies.
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 aboutCSR activitytwice ayear.
None
3.Fostering a Sustainable
Environment
(1)The company establishes
proper environmental
management systems based
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 bythe Hualienplantpersonnel itself based on the
None

-58-

on the characteristics of
their industries.
Plant’s good practice on environmental protection, and this has turned the
Plant into a role model of Eco-friendlycement manufacturer.
(2)The company endeavors to
utilize all resources more
efficiently and uses
renewable materials which
have a 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
(3)The company establishes
dedicated units or assigns
dedicated personnel for
environment management
to maintain the
environment.
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
(4)The company monitors the
impact of climate change
on its operations and
should establish company
strategies for energy
conservation and carbon
and greenhouse gas
reduction.
V Please refer to our CSR report for more information. None
4. Social issues
(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. Inorderto establisha genderequality workplace, the Company provides
None

-59-

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
Article 18, Item 2 of the Code of Practice for Corporate Social
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 2019 (including corporate social
responsibility in human rights practice, cross-cultural communication and
understanding, labor education, health management and mental health
related courses) with total55courses for 120hours and 1,410trainees.
(2) Does the company have
reasonable employee
benefit measures (including
salaries, leave, and other
benefits), and do business
performance or results
reflect on employee
salaries?
V Article 25 of the Company's AOI stipulates that: if the Company makes a
profit in the year, it shall allocate 1.0% to 4.0% as employee remuneration.
The remuneration policy clearly states that employee remuneration includes
performance bonuses, and the calculation of the bonus is based on the
Company ’s operating performance for the year.
1. When formulating the remuneration system, the Company will be equal
regardless of gender, age, race, socioeconomic class, religion, and marital
and family status, except for education level, work experience, license and
professional skills.
2. In order to plan a fair and reasonable remuneration system, the Company
also participates in market salary surveys every year to ensure that the
Company's employees are ranked among the best in the industry.
※In 2019, the Company was renewed as a constituent stock of the "Taiwan
High Salary 100 Index" by the stock exchange.
3. Thanks to the rational participation of the labor unions of Hsinchu and
Hualien plant for years in achieving the Company's remuneration policy.
The Company and the Unions were awarded the "2013 Signed Group
Agreement Outstanding Unit" issued by theMinistry of Labor
None

-60-

4. Employee performance, training and volunteer services are all included in
the performance assessment of the "employee work rules", and there is a
clear reward and punishment system. Please refer to the CSR report for a
description of sustainable and happy workplace.
5. The company will consider the company's profitability every year, and
make salary adjustments or promotions based on individual performance
results.The average salary adjustmentrangeis1% to 3%.
(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 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.
Pleasereferto ourCSR reportfor moreinformation.
None
(5)Do the company's products
and services comply with
relevant laws and
international standards in
relation to customer health
and safety, customer
privacy, and marketing and
labeling of products and
services, and are relevant
consumer protection and
grievance procedure
policies implemented?
V 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.
None

-61-

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.
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.
(6) Does the company
implement supplier
management policies,
requiring suppliers to
observe relevant
regulations on
environmental protection,
occupational health and
safety, or labor and human
rights? If so, describe the
results.
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.
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 ourCSR report for more information.
None
5. Does the company
reference internationally
accepted reporting
standards or guidelines, and
prepare reports that disclose
non-financial information
of the company, such as
corporate social
V 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.
None.

-62-

responsibility reports? Do the reports above obtain assurance from a third party verification unit?

  1. Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has implemented such principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies: None.

  2. Other useful information for explaining the status of corporate social responsibility practices: Please refer to section 5.4 “Expenditures on Environmental Protection” and CSR report for more information.

  3. CSR website: https://csr.acc.com.tw/en/

3.3.8 Implementation Status of Ethical Management

Evaluation Item ImplementationStatus 1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate management
policies and programs
(1) Does the company have a Board-approved
ethical corporate management policy and
stated in its regulations and external
correspondence the ethical corporate
management policy and practices, as well as
the active commitment of the Board of
Directors and management towards
enforcement of such policy?
V

1. “Codes of Ethical Conduct” and “Principles for
Ethical Management” of Asia Cement
Corporation have been adopted by Board of
Directors on June 27, 2012 and reported to the
2013 shareholders’ meeting. “Principles for
Ethical Management” was amended on March
25, 2020.
2. The Company has post “Codes of Ethical
Conduct” and “Principles for Ethical
Management” on the Company’s intranet for
compliance.
3. The Company has also promoted “Codes of
Ethical Conduct” and “Principles for Ethical
Management” to its suppliers and contractors.
None

-63-

Evaluation Item ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
(2) Does the company have mechanisms in place
to assess the risk of unethical conduct, and
perform regular analysis and assessment of
business activities with higher risk of
unethical conduct within the scope of
business? Does the company implement
programs to prevent unethical conduct based
on the above and ensure the programs cover at
least the matters described in Paragraph 2,
Article 7 of the Ethical Corporate
Management Best Practice Principles for
TWSE/TPEx Listed Companies?
(3) Does the company provide clearly the
operating procedures, code of conduct,
disciplinary actions, and appeal procedures in
the programs against unethical conduct? Does
the companyenforce theprograms above
The Company establish precautions for directors,
managers, employees for preventing high-potential
unethical conducts:
1. Set a standard distinguishing improper
benefits,
2. Set procedures for political donations,
3. Set procedures for charity donations or
sponsorship,
4. Set reporting and handling procedures to avoid
job-related conflicts of interest,
5. Set an information firewall to prevent sensitive
information or undisclosed information and to
prevent the use of the non-disclosed
information in insider trading,
6. Set working procedures dealing with dishonest
actions involved by suppliers, customers, and
trading partners and others,
7. Set working procedures dealing with violators
of Principles for Ethical Management,
8. Set punishment for violators and reward for
whistleblowers.
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 clearlyexpresses all kinds of bad

-64-

Evaluation Item ImplementationStatus1 ImplementationStatus1 ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
effectively and perform regular reviews and
amendments?
faith conducts, preventions, and punishments for
violators.
In order to implement the Company's “Codes of
Ethical Conduct” and “Principles for Ethical
Management”, the Board enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted "Complainant
rules for employees”.
Above mentioned rules are disclosed on the
Company’s website (http://www.acc.com.tw/).
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 have a unit responsible for
ethical corporate management on a full-time

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
policyand supervisingethical management for the
None

-65-

Evaluation Item ImplementationStatus1 ImplementationStatus1 ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies”andReasons
Yes No Abstract Illustration
basis under the Board of Directors which
reports the ethical corporate management
policy and programs against unethical conduct
regularly (at least once a year) to the Board of
Directors while overseeing such operations?
(3) Does the company establish policies to
prevent conflicts of interest and provide
appropriate communication channels, and
implement it?
(4) Does the company have effective accounting
and internal control systems in place to
implement ethical corporate management?
Does the internal audit unit follow the results
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 Company unless otherwise released restriction
by the Board and the shareholders’ Meeting.
All members of our Board of Directors are highly
disciplined. Once there are conflicts of interests,
such member will not participate in discussion and
voting of the issue according to relevant regulation
and keep it in the meeting minutes.
The Company also has standard procedures for
employees to report any potential conflicts of
interests.
The Company has a strict accounting system and
dedicated accounting department. For ensuring
accuracy and transparency, all financial statements
are audited or reviewed byDeloitte & Touche in

-66-

Evaluation Item ImplementationStatus1 ImplementationStatus1 ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies”andReasons
Yes No Abstract Illustration
of unethical conduct risk assessments and
devise audit plans to audit the systems
accordingly to prevent unethical conduct, or
hire outside accountants to perform the
audits?
(5) Does the company regularly hold internal and
external educational trainings on operational
integrity?
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.
The Company does not use CPA for auditing.
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
2019,in addition to the continuous trainingof

-67-

Evaluation Item ImplementationStatus1 ImplementationStatus1 ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies”andReasons
Yes No Abstract Illustration
employees, 30 new employees were required to be
trained.
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 have in place standard
operating procedures for investigating
accusation cases, as well as follow-up actions
and relevant post-investigation confidentiality
measures?
(3) Does the company provide proper
whistleblower protection?
The Board of Directors enacted “Working
Procedures for Reporting Illegal, Unethical, and
Dishonest Issues”, and also enacted “Complainant
rules for employees” on May 13, 2015. Alleged
violator has the right to appeal to the investigation
team while investigation hearing could be made if
necessary.
According to the above rules, the Company will
treat all complaint confidentially and protect
whistleblowers. The identification informants of
whistleblowers will be kept confidential. The
Company will also ensure that whistleblowers
won’t be revenged because of reporting improper
issues.
Above mentioned rules are disclosed on the
Company’s website.
None
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?
Our “Codes of Ethical Conduct”, “Principles for
Ethical Management”, and relevant regulations
have been posted on the Company's website and
internal bulletin board.
None

-68-

Evaluation Item ImplementationStatus1 ImplementationStatus1 ImplementationStatus1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies” and Reasons
Yes No Abstract Illustration
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.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
There have been no differences.
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 adds integrity information to the procurement system to ensure supplier compliance, and there are appeal channels available.
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.

-69-

3.3.9 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
Gordon S.Chen
Jul.23,2019

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
Nov.14,2019

Taiwan Academy of
Banking and Finance
Board Operations Practice and
Corporate Governance Workshop
3
Directors
Peter Hsu
May.8,2019

Corporate Governance
Association
Important
Issues
of
Group
Corporate Governance
3
Directors
Peter Hsu
Aug.2,2019

Corporate Governance
Association
Cloud Computing: The benefit and
the risk
3
Directors
Ruey Long Chen
Sep.3,2019

Securities & Futures
Institute
Directors and supervisors in the
performance of their duties and
principles of businessjudgment
3
Directors
Ruey Long Chen
Sep.3,2019

Securities & Futures
Institute
The development of international
and Taiwan's anti-tax avoidance and
the ways for enterprises to respond
3
Directors
Kwan-Tao Li
Dec.10,2019

Corporate Governance
Association
Viewing the impact of economic
substantive law and global anti-tax
avoidance on corporate governance
from the perspective of directors
and supervisors
3
Directors
C.V. Chen
Sep. 18,2019

Corporate Governance
Association
Discussion on the influence of new
law on Money Laundering
Prevention on enterprises
3
Independent Directors
Chi Schive
Sep. 24,2019

Corporate Governance
Association
Anti-money laundering and bribery
risk practices
3
Independent Directors
Gordon S.Chen
Nov.25,2019
TWSE Publicity meeting for effective use
of directors' functions
3

-70-

3.3.10 The Training for Managers

Title Name Date Organizer Course Title and Lecturer Ho
urs
Deputy Chief
Auditor
W.H.Yeh May.30,2019-
May.31,2019
Accounting
Research
and
Development
Foundation
Training courses for internal auditors of
public issuing companies
12
Assistant
Vice President
Nancy Kao Oct.21,2019-
Oct.22,2019
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
Special Assistant
Manager
Manager
Manager
Manager
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
T.M.Chen
Manfred Wang
Chenho Chung
Gary Lee
Yuchi Tsai
Apr.17,2019
Aug.21,2019
Asia Cement Using digital leverage to accelerate
innovation and transformation:
Chun-Yao Huang, Professor of College
of Management, National Taiwan
University

Innovative learning ability for survival of
the fittest in AI Age:
Sega Cheng, iKala CEO
4
Chief Executive
Vice President
Executive
Vice President
Vice President
Vice President
Special Assistant
Manager
Manager
Y.F.Chang
Doris Wu
C.M.Chen
W.K.Chou
T.M.Chen
Manfred Wang
Chenho Chung
Jul.23,2019


Taiwan Academy of
Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3
Chief Executive
Vice President
Executive
Vice President
Vice President
Vice President
Special Assistant
Y.F.Chang
Doris Wu
C.M.Chen
W.K.Chou
T.M.Chen
Nov.14,2019


Taiwan Academy of
Banking and
Finance
Board Operations Practice and Corporate
Governance Workshop
3

-71-

3.3.11 The Execution Status of Internal Control System

Asia Cement Corporation Statement of Internal Control System

Date: March 25, 2020

Asia Cement Corporation(ACC) has conducted a self-inspection of internal control system during 2019. 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, 2019 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, transparency, and regulatory compliance of reporting , and the compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.

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

This statement has been approved by ACC Board of Directors at the meeting of March 25, 2020 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

-72-

3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

1. Major resolution of 2018 Regular Shareholders’ Meeting

Date Major resolutions
2019/06/24 1. Acceptance of 2018 financial statements and consolidated financial statements
2. Acceptance of the proposal for distribution of 2018 profits.
3. Amendment to “Articles of Incorporation of Asia Cement Corporation”.
4. Amendment to “Procedure for Acquisition and Disposal of Assets”.
5. Amendment to “Procedure for Making Endorsements and Guarantees”.
6. Amendment to “Procedure for Loan toOthers”.
Execution
Status
Major resolutions of the Shareholders’ meeting have been fully implemented.
1. The record date for distribution of 2018 profits was Jul. 30, 2019. Cash
dividends have been distributed on Aug. 16, 2019.
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, 2019 to May 12 2020.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
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 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.
11. 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.
12. To issue a letter of support for the Company’s subsidiary, Chiahui Power Corp.,
for 20-year-term NT$10.5 billion syndicated loan.
13. Amendment to “Articles of Incorporation of Asia Cement Corporation”
14. Amendment to “the Working Procedures for the Acquisition and Disposal of
Assets”.
15. Amendment to “the Procedure for 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".
3. To change the member of remuneration committee.
4. To set up CorporateGovernanceOfficer.

-73-

2019/08/09 1. Amendment to the "internal control system" and its implementation rules. 2019/11/09 1. To accept 2020 audit plan. 2. Amendment to the "internal control system". 3. 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. 4. To purchase liability insurance for directors, and supervisors, and important employees of the Company and its affiliates in the consolidated financial statements. 2020/03/25 1. Acceptance of the 2019 employees’ compensation and Directors’ and Supervisors’ remuneration. 2. Acceptance of 2019 financial statements and consolidated financial statements. 3. Acceptance of the proposal for distribution of 2019 profits. 4. Acceptance of 2020 business budget. 5. Acceptance of 2019 CPA service of Deloitte & Touche. 6. To Elect Directors and Independent Directors. 7. To convene 2019 regular shareholders' meeting. 8. To release the prohibition on Directors from participation in competitive business 9. Acceptance to issue 2019 Statement of Internal Control System. 10. To issue unsecured corporate bonds in once or in a batch with total amount not exceeding NT$20 billion in order to repay the loan, enrich the medium and long-term working capital, and strengthen the financial structure. 11. Amendment to “Articles of Incorporation of Asia Cement Corporation”. 12. Amendment to “Meeting Rules for Shareholders’ Meeting”. 13. Amendment to “Meeting Rules for Board of Directors’ Meeting”. 14. Amendments to “Principles for Ethical Management of Asia Cement Corporation”

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.

-74-

3.4 Information of CPA Service Fee

  1. Information of CPA service fee
Accounting
Firm

Name of
CPA
Audit
Fee
Non-audit Fee Non-audit Fee Non-audit Fee Audit period
System
design
Business
Registration

Human
Resource
Other
(Note)
Subtotal
Deloitte &
Touche
X.W. Tai 7,560
0 10 50 874 934 01/01/2019-12/31/2019
Y. W. Fan

Note: Others including (1)Transfer Pricing report 280 thousands (2)Application of tax rulings 300 thousands (3)Audit fee for investment in mainland china 80 thousands (4)Corporate Bonds issuance expenses and opinions 214 thousands.

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

  2. If the audit fee dropped year on year by more than 10%, specifies the amount, percentage, reason of the reduction: None.

  3. Change of CPA in recent two fiscal years and subsequent periods: 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 Yu Wei Fan to CPA Shin Wei Tai and Yu Wei Fan since 2019Q1.

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

-75-

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 Assistant Vice President CPA,Taiwan and China
Finance Ya PingLi Manager CPA,Taiwan
Finance Yu De Liao Deputy Manager Certified Internal Auditor
Certified Information Systems
Auditor
Finance Wei ZhongChen 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
Accounting Bi Chen Weng Assistant Administrator CPA,Taiwan

-76-

3.6 Changes in Shareholdings and pledge of Directors, Supervisors,

Managers, and Shareholders with more than 10% Shareholding

1. Changes in Shareholdings:

Title Name Shareholdingo n Dec.31,2019 Shareholdingo n Apr. 25,2020
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares
Changes of
Shares Pledged
Chairman Douglas TongHsu
Director Far Eastern New Century
Corporation4
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
Connie Hsu
Director Far Eastern Medical
Foundation
Champion Lee
Director U-Ming Corporation
K.T.Li
Independent
Director
Ta-Chou Huang
Independent
Director
Chi Schive 20,000
Independent
Director
Gordon S. Chen
President K.Y.Lee
Chief
Executive Vice
President
Y.F. Chang

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

-77-

Title Name Shareholdingon Dec.31,2019 Shareholdingon Dec.31,2019 Shareholdingon Apr. 25,2020 Shareholdingon Apr. 25,2020
Changes of
Shares
Changes of
Shares Pledged
Changes of
Shares
Changes of
Shares Pledged
Executive Vice
President
Doris Wu
Vice President C.M. Chen
VicePresident W.K. Chou
General Plant
Manager
Z.P. Chang
Vice President T.L.Yu
Deputy Chief
Auditor
W.H. Yeh
Special
Assistant
T.M. Chen
Accounting
Manager
H.Y. Kao
Assistant Vice
President
Dana Lee
Assistant Vice
President
Karen Yang
Manager Z.H Zhong
Manager GaryLee
Plant Manager Z.X. Zhuang
  1. Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.

  2. Shareholders pledge information: no shareholders pledged.

-78-

1.7 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% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company The Same Chairman
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Far Eastern Memorial Foundation Chairman is the Director
of the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company Non-related party
Far Eastern Medical
Foundation
Representative:
Douglas Tong Hsu
181,566,797 5.40% 0 0% 0 0% Far Eastern New Century Corporation The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company The Same Chairman
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Yuan-Ze University The Same Chairman
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 Memorial Foundation Chairman is the Director
of the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company Non-related party
Labor Pension Fund Committee
of Far Eastern New Century
Corporation
51,999,049 1.55% 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% Yuan Ding Investment Company Non-related party
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF 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 Memorial Foundation Non-relatedparty
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
0 0% 0 0% Yu Chang Investment Company Non-relatedparty
Yuan Ding Investment
Company
Representative:
Douglas Tong Hsu
51,287,518 1.53% 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% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-relatedparty
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
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 Memorial Foundation Chairman is the Director
of the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-relatedparty
0 0% 0 0% Yu Chang Investment Company Non-relatedparty
Yuanta/P-shares Taiwan
Dividend Plus ETF
50,780,342 1.51% 0 0% 0 0%
Far Eastern New CenturyCorporation
Non-related party
0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan DingInvestment Company Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Far Eastern Memorial Foundation Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company 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% Labor Pension Fund Committee of Far Eastern
New CenturyCorporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company The Same Chairman
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF 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 Memorial Foundation Chairman is the Director
of the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company Non-relatedparty
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% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan DingInvestment Company The Same Chairman
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman
0 0% 0 0% Far Eastern Memorial Foundation Chairman is the Director
of the Foundation
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company Non-related party
Far Eastern Memorial
Foundation
Representative:
44,115,478 1.31% 0 0% 0 0% Far Eastern New Century Corporation Director of the Foundation
is the 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
Chu Shu-Hsun 0 0% 0 0% Far Eastern Medical Foundation Director of the Foundation
is the Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company Director of the Foundation
is the Chairman
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Director of the Foundation
is the Chairman
0 0% 0 0% Yuan-Ze University Director of the Foundation
is the Chairman
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Yu Chang Investment Company Non-related party
Yu Yuan Investment Co., Ltd
Representative:
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
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
C.M. Chen 0 0% 0 0% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company Non-related party
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0%
Far Eastern Memorial Foundation
Non-related party
0 0% 0 0% Yu Chang Investment Company Non-related party
Yu Chang Investment Company
Representative:
Dong Wang-Miao-Fang

42,419,430
1.26% 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% Labor Pension Fund Committee of Far Eastern
New Century Corporation
Non-related party
0 0% 0 0% Yuan Ding Investment Company Non-related party
0 0% 0 0% Yuanta/P-shares Taiwan Dividend Plus ETF Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party
0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0%
Far Eastern Memorial Foundation
Non-related party
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party

3.8 Shareholding Proportion of ACC to Investees

Dec. 31, 2019

Dec. 31,2019 Dec. 31,2019
Investees Investments by ACC Investments by
Directors, Supervisors,
Managers and Directly
or Indirectly Controlled
Businesses
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 Long Stainless Steel Corp. 200,000,000 100.00% -
0.00%
200,000,000 100.00%
Der Ching Investment Corp. 595,576,603 99.99% 25,326
0.00%
595,601,929 99.99%
Ya Tung Ready-Mixed Concrete Corp. 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 Ming Transportation Co., Ltd. 29,517,188 99.82% 39,944
0.14%
29,557,132 99.96%
Asia Engineering Enterprise Corp. 7,970,703 98.23% 123,243 1.52% 8,093,946 99.75%
FEDS Development Ltd. 53,250,000 25.00% 149,100,000 70.00% 202,350,000 95.00%
Yuan Ding Co., Ltd. 178,707,648 35.50% 259,921,774 51.62% 438,629,422 87.12%
Ya Li Precast and Prestressed Concrete Industries 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%
71,064,298 4.54% 1,132,273,500
72.27%
Chiahui Power Corp. 280,093,521 59.59% 1,100,069 0.24% 281,193,590 59.83%
Ya Li Transportation Corp. 5,100,000 51.00% 60,817
0.61%
5,160,817 51.61%
Everstrong Iron & Steel Foundry Ltd. 3,199,823 40.40% 660,000 8.34% 3,859,823 48.74%
Yuan Ding Leasing Corp.. 34,640,189 43.60% -
0.00%
34,640,189 43.60%
U-Ming Marine Transport Corp. 331,701,152 39.25% 20,514,219 2.43% 352,215,371 41.68%
Oriental Securities Corp.. 135,092,154 18.93% 144,591,810 20.26% 279,683,964 39.19%
Far Eastern New Century Corp. 1,272,277,085
23.77%
556,345,442 10.39% 1,828,622,527
34.16%
Yue Yuan Investment Corp. 155,000,803 29.92% 515,024 0.10% 155,515,827 30.02%
China Shanshui Cement Group Ltd 331,878,315 7.62% 428,393,000 9.84% 760,271,315 17.46%

-85-

IV Capital Formation

4.1 Capital and Shares

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. 30,2020
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

Share Type Authorized Capital Authorized Capital 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 RegistrationNone

4.1.4 Shareholder Structure

4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
4.1.3 Shelf RegistrationNone
4.1.4 Shareholder Structure
As of Apr. 30,2020
Structure
Amount
Governments Financial
Institutions
Other
Institutional
Investors
Domestic
Individual
Investors
Foreign
Institutions
&
Individuals
Total
Number of
Shareholders
10 63 347 73,827 844 75,091
Number of shares 64,569,627 270,282,570 1,694,081,320 503,638,526 828,875,155 3,361,447,198
Shareholding
Percentage
1.92% 8.04% 50.40% 14.98% 24.66% 100.00%

Note: No foreign institutions and individuals from China Area.

-86-

4.1.5 Shareholding Distribution Status

4.1.5 Shareholding Distribution Status 4.1.5 Shareholding Distribution Status 4.1.5 Shareholding Distribution Status 4.1.5 Shareholding Distribution Status
As of Apr. 30,2020
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
1-999 34,080
8,191,662

0.24%
1,000-5,000 28,161
61,149,165

1.82%
5,001-10,000 5,483
40,671,537

1.21%
10,001-15,000 2,140
26,223,434

0.78%
15,001-20,000 1,148
20,494,587

0.61%
20,001-30,000 1,204
29,856,446

0.89%
30,001-40,000 569
19,846,864

0.59%
40,001-50,000 384
17,535,807

0.52%
50,001-100,000 779
55,430,899

1.65%
100,001-200,000 402
56,142,770

1.67%
200,001-400,000 273
76,817,534

2.29%
400,001-600,000 100
48,739,048

1.45%
600,001-800,000 71
48,804,780

1.45%
800,001-1,000,000 44
39,749,969

1.18%
Over 1,000,001 253
2,811,792,696

83.65%
Total 75,091
3,361,447,198

100%

Preferred Share

Preferred Share Preferred Share Preferred Share Preferred Share
As of Apr. 30,2020
Class of Shareholding
(Unit: Share)
Number of shareholders Number of shares Holding Percentage
NA 0 0 0

4.1.6 List of Major Shareholders

4.1.6 List of Major Shareholders 4.1.6 List of Major Shareholders 4.1.6 List of Major Shareholders
As of Apr. 30,2020
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%
Labor Pension Fund Committee of Far Eastern New
CenturyCorporation
51,999,049
1.55%
Yuan DingInvestment Company 51,287,518
1.53%
Yuanta/P-shares Taiwan Dividend Plus ETF 50,780,342
1.51%
Far Eastern Department Stores Co.,Ltd. 50,000,492
1.49%
Yuan-Ze University 47,499,567
1.41%
Far Eastern Memorial Foundation 44,115,478
1.31%
Yu Yuan Investment Co.,Ltd 43,268,479
1.29%
Yu Chang Investment Company 42,419,430
1.26%

-87-

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

Unit: NT$

Unit: NT$

Item
Year
2018
2019
Market Price
Per Share
Highest 45.75 48.90

Lowest
26.70 33.55
Average 34.10 42.62
Net Value
Per Share

Before Distribution
41.02 43.45
After Distribution 38.22 (Note)
Earnings
Per Share
Weighted Average shares
(in thousand)
3,139,152 3,138,664
Earnings Per Share 3.54 5.56
Dividends
Per Share

Cash Dividends
2.80 3.0(Note)
Stock
Dividend
Dividends from
Retained Earnings
- -


Dividends from
Capital Surplus
- -

Accumulated Unpaid Dividends
- -
Return on
Investment

Price-Earnings Ratio
9.63 7.67

Price-Dividend Ratio
12.18 14.21
Cash Dividend Yield Rate 8.21% 7.04%

Note : To be resolved by the 2020 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 Stock dividend Ratio of Total Total dividend
Dividend Dividend
2014 NT $2.2 100% NT $0 0% NT $2.2
2015 NT $1.1 100% NT $0 0% NT $1.1

-88-

2016 NT $0.9 100% NT $0 0% NT $0.9
2017 NT $1.2 100% NT $0 0% NT $1.2
2018 NT $2.8 100% NT $0 0% NT $2.8
2019 (Proposed) NT $3.0 100% NT $0 0% NT $3.0

The net income after tax for FY2019 as NT$ 17,459,673,128. After the appropriation of Legal Reserve and Special Reserve, NT$ 14,909,359,017 is left. The Broad has proposed a cash dividend of NT$ 3.0 per share, which is summed up to NT$ 10,084,341,594 in total.

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

Unit: NT$

Unit: NT

Item
Year 2020Estimated)
Paid-In Capital (Beginningof The Year) NT$33,614,471,980
Stock&Cash
Dividend
Distribution
Cash Dividend Per Share NT$3.0
Stock Dividend From Retained Earnings Per Share 0.00 Share
Stock Dividend From Capital Surplus Per Share 0.00 Share
Variance In
Business
Performance
OperatingIncome Not Applicable*
% Change In OperatingIncome
Net Income
% Change In Net Income
Earnings Per Share
% Change In EPS
Average Return on Investment (%)
(Reciprocal of Average P/E Ratio)
Pro Forma EPS
& P/E Ratio
If Retained Earnings
Distributed In Cash
Dividend
Pro Forma Earnings Per Share
Pro Forma Average Yearly
Return on Investment

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

4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration

  1. The percentages or ranges with respect to employees' compensation and directors' remuneration as set forth in the Asia Cement Corporation's Articles of Incorporation: Pursuant to the Articles of Incorporation for distribution 1%~4% as employees' compensation and distribution less than 2.5% as directors' remuneration base on the profit of the current year. However, the company's accumulated losses shall have been covered. The company may, by a

-89-

resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, determine the actual ratio, amount, form (in the form of shares or in cash) and the number of shares of the profit distributable as employees’ compensation; and a report of such distribution shall be submitted to the shareholders' meeting. The actual ratio and amount of the profit distributable as directors’ remuneration shall also be determined by Board of Directors, and a report of such distribution shall be submitted to the shareholders' meeting.

  1. (1)The basis for estimating the amount of employees' compensation and directors' remuneration: Distribution 1%~4% as employees' compensation and less than 2.5% as directors' remuneration shall be based on the profit before income tax of the current year.

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

  3. (3)The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure for the current period: the difference would be regarded as accounting estimation adjustment and recognized as the profit and loss of 2020.

  4. Information on resolved by the Board of Directors on March 25, 2020 for distribution of compensation:

  5. (1)The amount of any compensation distributed in cash or stocks : Employees’ cash compensation is NT$ 261,064,444. Directors' cash remuneration is NT$ 230,296,135.

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

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

  8. The actual distribution of employees' compensation and directors' 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' remuneration shall be disclosed the discrepancy, its cause, and the status of treatment: The Board of Directors resolved on March 21, 2019 to distribute employees’ compensation NT$ 253,436,520 and directors’ remuneration NT$ 223,657,728. The employees' compensation and directors' remuneration was fully distributed and no discrepancy with 2018 。

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.

-90-

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 2016
1st Unsecured Corporate Bond
Issued in 2019
Date Issued Sep.27,2016 May. 8,2019
Par Value NT$1,000,000 NT$1,000,000
Issue and Trade Place N/A N/A
Issue Price ParValue ParValue
Nominal Amount NT$6,000,000,000 NT$6,500,000,000
Interest Rate 0.80% 0.88%
Term Five Years.
Maturity:
Sep.27,2021
Five Years.
Maturity:
May. 8,2024
Guaranty/Guarantor None None
Trustee China Trust Commercial Bank,
TrustDepartment
China Trust Commercial Bank,
TrustDepartment
Underwriter KGISecurities Co.LTD. MasterlinkSecurities Corporation
Certified Lawyer M.T.HUANG M.T.HUANG
Certified Public Accountant L.W.Kuo, Y.W.Fan L.W.Kuo, Y.W.Fan
Repayment Method


Interest Paid Annually Since Issue, 50%
Principal Installed Seperately After The
4、5th Anniversary of TheIssueDate
Repayment In Lump Sum Upon
Maturity
OutstandingBalance NT$6,000,000,000 NT$6,500,000,000
Redemption Clauses None None
Restrictive Covenants 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: Nov.17,2015
Taiwan Ratings Corporation
Long term Credit Ratings: twA+
Short term Credit Ratings: twA-1
Outlook: Stable
Bond Ratings: -
Credit ratingdate: Sep.19,2018
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

-91-

Type of Bond
Issued
Item
Type of Bond
Issued
Item
2nd Unsecured Corporate Bond
Issued in 2019
1st Unsecured Corporate Bond
Issued in 2020
Date Issued Aug.16,2019 Apr.20,2020
Par Value NT$1,000,000 NT$1,000,000
Issue and Trade Place N/A N/A
Issue Price ParValue ParValue
Nominal Amount NT$3,500,000,000 NT$7,700,000,000
Interest Rate 0.79% 0.66%
Term Five Years.
Maturity:
Aug.16,2024
Five Years.
Maturity:
Apr.20,2025
Guaranty/Guarantor None None
Trustee China Trust Commercial Bank,
TrustDepartment
China Trust Commercial Bank,
TrustDepartment
Underwriter Yuanta Securities Co.,Ltd. Yuanta Securities Co.,Ltd.
Certified Lawyer M.T.HUANG M.T.HUANG
Certified Public Accountant X.W.Tai, Y.W.Fan X.W.Tai, Y.W.Fan
Repayment Method RepaymentIn Lump SumUpon Maturity RepaymentIn Lump SumUpon Maturity
OutstandingBalance NT$3,500,000,000 NT$7,700,000,000
Redemption Clauses None None
Restrictive Covenants 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: Sep.19,2018





Taiwan Ratings Corporation
Long term Credit Ratings: twA+
Short term Credit Ratings: twA-1
Outlook: Stable
Bond Ratings: -
Credit ratingdate: Oct.23,2019
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

-92-

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 X.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

-93-

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

-94-

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 3rdOverseas Unsecured Convertible Bonds
Item Year
Launch
Date
2018 2019 From the
current year to
March. 31,2020
Market Price of
Convertible
Bonds(US$)
Highest 100 107.07 126.37 129.09
Lowest 100 99.23 101.38 104.49
Average 100 102.37 111.90 120.15
Conversion Price/Share 42.24 42.24 39.7Note1 39.7
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

Note1: Pursuant to the Indenture, the conversion price of the bonds had been adjusted to NT$39.7/Share since July 31, 2019 as ACC distributed cash dividends and stock dividends.

-95-

4.3 Summary of Issued GDR

Issue Date Issue Date 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 22,273(As of March 31,2020)
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$)
2019 Highest 11.9
Lowest 11.9
Average 11.9
As of
March
31,2020
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.

-96-

V Overview of Business Operation

5.1 Business Introduction

5.1.1 Business Scope

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

  2. Main Business and Percentage:

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

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

  5. New Product Research & Development: None.

5.1.2 Industry Overview

  1. Market situation and future outlook

  2. A. The 2019 total cement production volume in Taiwan was 11,267,211 MT, increased 3% compared to 2018. Among them, the domestic cement sales was 9,054,712 MT, and exported cement was 2,321,014 MT. Compared with those in 2018, domestic sales increased by 5.6%, exports decreased by 2.43%. In 2019, the domestic real estate market showed slight growth. Compared with 2018, the price and trading volume of the real estate market showed a stable trend. The cement consumption increased to 11,350,017 MT, increased by 6.53%. The 2019 per capita average cement consumption is about 482 kg, increased 10.80% from 435 kg in 2018. As a result, the cement market in Taiwan is still showing oversupply.

  3. B. For the year 2020:

    • (1) Outlook of the domestic market:

With the coronavirus spreading across the world and the international oil price crashing in 2020, the global financial market was jolted. Despite emergency rate cut and QE measures taken by Fed and central banks of many countries, the market panic continued, which resulted in the lowering of the economic growth rate of all the countries. For example, the 2020 growth rate of the United States is expected to decline by 5.38%; the first-quarter growth rate of mainland China in 2020 is estimated to drop by 7.59% and 2.04% for the whole year; the 2020 growth rate of the Euro zone is estimated to be -4.61%. The global economy is showing a recessive trend.

In Taiwan, economic growth performance is facing a severe test. According to the forecast released by the Chung-Hua Institution for Economic Research in April 2020, the GDP growth rate in 2020 will be revised down to 1.03%, which is 1.68% lower than 2.71% in 2019. In order to revitalize the domestic market, the government will accelerate the implementation of various public construction to expand domestic demand, and set a target of 95% expenditure for the public construction budget. In addition, the total budget for 2020 is NT$ 164.6 billion for public construction and design, plus a special budget for forward-looking infrastructure NT$ 100.5 billion, and operating and non-operating special funds for TW$ 201.9 billion, totaling TW$ 467

-97-

billion, increased NT$ 81.8 billion or 21.3% compared with 2019

In terms of real estate, the number of houses transaction in the housing market in 2019 was 300,275, an increase of 8% compared to those in 2018. This is the first time in 5 years to reach 300,000, and to grow for three consecutive years since 2017 years. In 2020, the fundamentals of the housing market have maintained a stable because of housing need. However, it would be affected under the influence and uncertainty of the coronavirus. Meanwhile, driven by the government's accelerated implementation of public projects, the total cement demand is expected to remain the same as last year.

(2) Outlook of the global markets:

For the outlook of 2020, the global market saw a shrinkage due to the COVID-19 pandemic as many countries implemented the lockdown policy, which affected the international cement prices. Fortunately, the Chinese market picked up slowly from April with a bullish demand for the second half of the year. This will trigger the rise of cement clinker prices. In the international market, exports from Eastern Asian and Southeastern Asian countries was affected as they stopped operation of the kilns and reduced production as they were hit hard by the coronavirus pandemic. The production is expected to come back to normal after the third quarter and Japan will largely increase it exports as the Olympic Games are postponed to a year later. The rebound of the U.S. and European markets will be dependent on the control of the pandemic. The western U.S. and Hawaiian markets to which Asia Cement supplies have been impacted only temporarily thanks to the economic policies maintained by the local governments. Asia Cement will shift part of its export from the declined Southeastern Asian market to western U.S. to maintain its export contribution. In addition, Asia Cement will continue to cooperate with the government’s export policy for the cement industry by keeping the export volume under the upper limit prescribed by the policy and supplying to few long-term markets. To maintain its business profits, Asia Cement will actively purchase cement, clinker, plaster and silicon sands from other countries and supply them to the Southeastern Asian market. For the year 2020, Asia Cement will continue with its export strategy to maintain the export volume from Taiwan and expand the raw material 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

-98-

opportunities.

3. Product development and company competitiveness

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

5.1.3 Technology and Research Development

As of April 30, 2020 Unit: NT$1,000

Item Amount
Industrial 4.0 project
- Intelligent shipment
- Analysis and forecasting to kiln refractory
5,000
- Intelligent quality control
Industrial 4.0 Project Phase 2:
- Cloud War Room
- Product Line Machine Predictive Maintenance 4,000
- Intelligent Mining
Big Data Analysis - Predictive Analysis Project 1,000
Analysis Method for Cement Hydration Heat 100
Hualien Plant No. 2 and No. 3 rotary kiln alternative fuel using
system project
82,650
No.1 cement mill rolling machine hydraulic system update 2,900
No.3 cement mill rolling machine hydraulic system update 3,100
No.3 cement mill PLC system update 9,500
Secondary Crushing Equipment PLC system update 4,200
Geological and Detailed Investigation (Scale 1/1200) in
Xinchengshan Quarry
3,450
Quarry blasting vibration monitoring work 530
Total 119,430

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.

-99-

5.1.5 Long-term Business Plan

  • Maintain solid position in Taiwan - improve producing efficiency.

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

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

5.2 General Information of Market & Production

5.2.1. Markets Analysis

  1. Major Sale Markets

  2. A. Cement and Clinker:

“Skyscraper” is the Company’s brand-name for marketing all kinds of our products. Our domestic market includes Taiwan, Penghu, Kinmen and Matsu, and our overseas market includes United States, Philippine, Malaysia, Hawaii, Guam, Singapore, 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.

  1. Market Share

In 2019, the Company domestic sales was 2,564,176 MT, i.e. 28.32% of the sales amount of all domestic cement producers, which was equal to 22.59% of total cement consumption in Taiwan.

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

  2. A. According to the prediction of the Chung-Hua Institution for Economic Research, due to the impact of the coronavirus epidemic in 2020, Taiwan’s GDP growth rate would be 1.03%, a significant decrease of 1.68% compared with last year. Taiwan Institute of Economic Research investigated that the domestic real estate developers estimated that the epidemic will affect the public’s willingness to buy houses. As a result, the progress of new developing case would be delayed, which may cause the future transaction volume to be less than expected. Some real estate investors are pessimistic about the future. However, in order to expand domestic demand, the government will accelerate the progress of public works. Overall, the demand for private construction projects is expected to decrease in 2020, but the amount of public works will increase, and the domestic demand for the whole year is expected to be the same to 2019. In addition, energy, raw materials, labor costs, sea freight prices and the quantity of imported cement are other important factors that affect sales.

  3. B. For the export sales, the Company is expected to export 1.1~1.1 million MT of cement and clinker in 2020, which is equivalent to 2019. The Company has long term major customers in Philippine, 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.

  4. C. In the view of the vast and steady growth market in China, Asia Cement Corporation actively expands production base as well as storage and transportation facilities. In addition,

-100-

with the markets both in Taiwan and China, it constitutes an effective competitive niche and profitability for the Company.

  1. Positive factors for the industry development

  2. A. In response to the impact of Covid19, Taiwan Government are promoting industrial innovation, forward-looking infrastructure construction, improving the quality of public construction, and regional balanced development.

  3. B. The budget (including special budget) for 2020 Public Works Projects increase 21.3% to NT $467 billion. Taiwan’s cement industry believes that the implementations of several infrastructure projects will drive private investment.

  4. C. In 2019, the floor area of the application for the building license increased by 9% compared with 2018, 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. However, affected by the Covid19 epidemic, the future uncertainty is high.

  5. D. 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.

  6. Negative factors and the solutions

  7. 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.

  8. 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 25% in 2020. The over-supply condition will be worse.

  9. C. Mining Industry Law is currently in the occasion of amending, the industry will face more stringent operating requirements and limitations.

  10. 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.

  11. E. Solutions:

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

5.2.2 Application of Major Cement Products

  1. Portland Cement Type I:

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.

-101-

2. 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.

-102-

- 103 -
-103-
5.2.4 Major Suppliers Information for the Last Two Years
Unit: NT$1,000
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
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
2018
2019
Item Company Name
Amount
%
Relation with Issuer
Company Name
Amount
%
Relation with Issuer
1
BB Co.,Australia
1,579,103
46.29Raw material supplier BB Co.,Australia
853,694
32.23 Raw material supplier
2
ChungLingCo.
468,335
13.73 Raw material supplier ChungLingCo.
498,363
18.82 Raw material supplier
3
AA Co., Australia
229,872
6.74 Raw material supplierYoung Year
(Gypsum)
77,521
2.93 Raw material supplier
4
KENWAY
74,989
2.20 Equipment supplier
Anhe Engineering
76,337
2.88 Equipment supplier
Others
1,058,698
31.04
Others
1,142,578
43.14
Net Total Supplies
3,410,997 100.00
Net Total Supplies
2,648,493
100.00
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
Unit: NT$1,000
2018 2019
Item
Company Name
Amount % Relation with Issuer Company Name Amount % Relation with Issuer
1 Ya Tung Ready-Mixed
Concrete Co.

1,582,083

18.95

Subsidiary
Ya Tung Ready-Mixed
Concrete Co.
1,805,262 20.99 Subsidiary
Others 6,766,506
81.05
Others 6,794,161 79.01
Net Sales 8,348,589 100.00 Net Sales 8,599,423 100.00
Note: Variations are because of market mechanisms.

5.2.6 Output of Main Products 2018-2019

1. ACC (Taiwan)

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

Year
Output
Product
2018 2018 2019 2019 2019
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 5,597 3,555 7,256,280 5,597 3,630 7,348,535

2. ACC (China)

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

Year
Output
Product
2018 2018 2018 2019 2019 2019
Capacity Production
Volume
Production
Value
Capacity Production
Volume
Production
Value
Cement & Clinker 35,500 30,528 27,702,318 35,500 30,501 27,536,086

5.2.7 Sales of Main Products 2018-2019

  1. ACC (Taiwan)

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

Year
Sales
Product
2018 2018 2018 2018 2019 2019 2019 2019
Domestic Sales Export Sales Domestic Sales Export Sales
Volume Value Volume Value Volume Value Volume Value
Cement & Clinker* 2,584 5,754,142 928 1,481,856 2,608 5,792,210 1,039 1,835,779
  • Cement & Clinker produced by the Company.

2. ACC (China)

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

Year
Sales
Product
2018 2018 2018 2018 2019 2019 2019 2019
Domestic Sales Export Sales Domestic Sales Export Sales
Volume
Value
Volume Value Volume Value Volume Value
30,676 46,803,136 219 242,168 30,781 49,729,598 57 64,312
Cement & Clinker*
  • Cement & Clinker produced by the Company.

-104-

4.4Human Resources

Year 2018 2019 As of Mar. 31, 2020
Number of
Employees
Headquarter 149 152 151
Hsinchu Plant 30 29 29
Hualien Plant 305 306 309
Total 484 487 489
Average Age 47.92 46.37 45.87
Average Years of Service 21.48 18.06 17.25
Education Ph.D. 0 0 0
Masters 15.70% 16.43% 16.97%
Bachelor’s Degree 46.69% 47.64% 47.85%
Senior High School 33.27% 31.62% 31.08%
Below Senior High School 4.34% 4.31% 4.09%

5.4 Expenditures on Environmental Protection

Unit: NT$ 1,000

Unit: NT$ 1,000
Items Amount
1 Green vegetation and maintenance for quarry 24,160
2 Other 53,567
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$ 100,000.

  • (2) Reasons:

The Hualien County Environmental Protection Bureau visited the Hualien Plant on March 15, 2019 to check the sulfur content of heavy fuel oil. The inspection result was 0.6%, exceeding the limit of 0.5%, which violated Article 29, paragraph 1, of the Air Pollution Control Law.

(3) Countermeasures:

The heavy oil in the oil tank is pumped out and shipped back to CPC Petroleum Corporation. Then CPC Petroleum Corporation resends the low-sulfur heavy oil to the heavy oil tank of Hualien Plant through the oil pipe. After the oil change, the sulfur content of the heavy oil in stock has met the regulations.

-105-

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

5.4.1 ISO-14001 Environmental Management Systems (EMS)

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

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

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

5.4.2 Air Pollution Prevention

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

For increasing dust preventive facilities, Hsinchenshan Mine of the Hualien plant had built 440-meters-long fully-closed belt conveyor in 2015, which could completely prevent dust shed or spread, moreover, the Hualien plant has set up dustproof net outside of the belt conveyor and continued to build 180-meters-long fully-closed belt conveyor in 2016.

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

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

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

  4. In 2019, the environment expenditure of the Hualien plant, such as purchasing and maintenance of precipitators, training courses, greening and beautification was NT$ 53,567,000.

-106-

5.4.3 Greening and Beautification for Quarry Restoration

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

  2. As of 2019, the green restoring area is 65.1 acres which is 76.5% 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 2 acres every year.

  3. In 2019, the Hualien plant devoted NT$ 241,606,000 to the greening and beautification of the quarry.

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

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

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

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

5.4.4 Major Environmental Protection Work in the Future

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

  2. Practicing in industry waste reduction; avoiding pollution.

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

  4. Utilizing wastes as resources to take social responsibilities.

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

5.4.5 Fulfill Social Responsibilities

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

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

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

-107-

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

  2. Employees are encouraged to serve as hospital volunteers.

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

5.5 Labor Relations

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

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

  2. Employee Relations

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

  1. Each year, the Human Resources Department conducts curriculums based on the functional needs of different departments and levels, combines the company's development strategies, and provides opportunities for supervisors and employees to fully study and train. It not only achieves the goal of training, but also links with the development of employees' careers. The training courses include: new personnel training, core competency training, professional/functional training, leadership training, and so on. In 2019, the special training project “Innovative learning ability” was completed.

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.

In 2019, 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

-108-

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 2019, totally 680 training courses were held for ACC employees, roughly 8031 participants; the relevant expenditures amounted to NT$ 2.45 million.

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

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

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

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

  1. Policies of labor safety and health

  2. A. Management in Labor Safety and Health

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

-109-

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. It passed certification on June 28, 2019 and changed to "ISO45001:2018" and "CNS15506:2011". It is expected to be changed to "CNS45001:2018 Z2158" again in June 2020. The Headquarters and 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:

-110-

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

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

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

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

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

d. Health Care Management for Employees:

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

e. Emergency Drills and Exercises

All plants shall regularly exercise emergency response drills by following their emergency response plan. All employees shall be familiar with relevant details, which ensures the losses could be minimized in case of emergency.

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

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

  1. In the most recent year and up to the date of publication of the annual report, losses suffered due to labor disputes: The Hualien Plant was fined NT$20,000 for overtime pay. Counter measures: handled in accordance with labor standards regulations

-111-

5.6 Major Contracts

Type of Contract Contracting Party Contracting Party Contract
Duration
Primary Contents Restrictive
Clauses
Bank long-term
loan/guarantee
Mizuho Corporate Bank,
Taipei Branch
2020/03~2022/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Taiwan Cooperative Bank
Ta-An Branch
2020/03~2022/03 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
First Commercial Bank.
Tung-Hwa Branch
2020/02~2022/02 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Hwa Nan Commercial Bank.
Tung-Hwa Branch
2020/01~2022/01 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Far Eastern International
Bank Business Dept.
2020/01~2023/01 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
BNP PARIBAS Taipei
Branch
2020/01~2022/01 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Yuanta Commercial Bank 2019/12~2021/12 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
DBS Bank (Taiwan) Ltd 2019/10~2021/10 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Land Bank of Taiwan Co.,
Ltd. Tung-Hwa Branch
2019/09~2021/09 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Chang Hwa Bank
Tung-Hwa Branch
2019/08~2021/08 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
SMBC Bank Taipei Branch 2019/07~2021/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of Taiwan Wu-Chang
Branch
2019/07~2021/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Bank of China Taipei Branch 2019/07~2021/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
E.Sun Commercial Bank 2019/07~2021/07 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
unsecured loan
Mega International
Commercial Bank Foreign
Dept.
2019/06~2021/06 Interest paid monthly, principal
repaid at maturity
None
Bank long-term
secured loan
Mega International
Commercial Bank Foreign
Dept.
2019/06~2021/06 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
Long term raw
material supply
BB Co., 2019/04~2019/12 Contract of Coal Purchase None

Long term raw
material supply
Chung Ling Co. 2019/04~2020/06 Contract of Clay Purchase None

Long term raw
material supply
Young Year (Gypsum) 2019/01~2019/12 Contract of Gypsum Purchase None

Long term service
provider
Anhe Enterprise 2019/01~2019/12 Contract of service None
Long term
construction service
provider

Yuantai Corp.
2019/01~2020/06 Contract of construction service None

-112-

VI Financial Information

6.1Financial Reports & Audit Results in Recent five Years

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
2015 2016 2017 2018 2019
Current Assets 52,844,285 42,148,568 50,262,702 80,358,506 89,242,066
Property, Plant and Equipment 67,264,573 58,832,486 53,738,838 52,549,341 50,681,281
Intangible Assets 5,304,367 4,866,642 4,552,561 3,694,783 7,000,317
Other Assets 144,663,984 132,623,089 138,510,247 142,585,368 150,354,848
Total Assets 270,077,209 238,470,785 247,064,348 279,187,998 297,278,512
Current
Liabilities
Before Apportioned 65,223,927 40,857,530 53,948,167 62,804,294 74,335,619
After Apportioned 68,921,519 43,882,832 57,981,903 72,216,346 -
Non-current Liabilities 49,999,090 56,950,034 47,319,817 57,335,358 53,493,855
Total
Liabilities
Before Apportioned 115,223,017 97,807,564 101,267,984 120,139,652 127,829,474
After Apportioned 118,920,609 100,832,866 105,301,720 129,551,704 -
Equity Attributable To Owners
Of The Corporation
135,898,873 122,663,077 127,435,565 137,892,226 146,067,358
Share Capital 33,614,472 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,155,643 1,167,881 1,168,692 1,362,554 1,456,054
Retained
Earnings
Before Apportioned 91,552,336 91,599,413 94,196,274 99,918,986 108,564,355
After Apportioned 87,854,744 88,574,111 90,162,538 90,506,934 -
Other Equity 9,576,422 (3,718,689) (1,543,873) 2,996,214 2,432,477
Non-Controlling Interests 18,955,319 18,000,144 18,360,799 21,156,120 23,381,680
Total
Equity
Before Apportioned 154,854,192 140,663,221 145,796,364 159,048,346 169,449,038
After Apportioned 151,156,600 137,637,919 141,762,628 149,636,294 -

113

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
2015 2016 2017 2018 2019
Operating Revenue 66,287,480 60,946,190 64,899,248 82,741,004 89,347,637
Realized Gross Profit 7,058,747 8,588,274 10,170,478 21,171,461 25,586,317
Profit From Operations 4,039,945 6,233,048 7,436,716 18,153,110 22,063,176
Non-operating Income And
Expenses
2,774,213 243,541 1,062,443 2,217,008 6,330,006
Income Before Income Tax 6,814,158 6,476,589 8,499,159 20,370,118 28,393,182
Net Profit For The Period 4,934,483 4,683,297 6,665,541 14,889,197 22,243,953
Other Comprehensive
Income,Net
(3,860,529) (14,688,396) 2,119,539 1,436,173 (617,304)
Total Comprehensive
Income For The Period
1,073,954 (10,005,099) 8,785,080 16,325,370 21,626,649
Net Profit Attributable To
Owner Of The Company
4,860,241 3,945,769 5,469,007 11,117,094 17,459,673
Net Profit Attributable To
Non-ControllingInterests
74,242 737,528 1,196,534 3,772,103 4,784,280
Total Comprehensive
Income Attributable To
Owner Of The Company
1,343,662 (9,550,011) 7,895,746 12,811,353 17,652,536
Total Comprehensive
Income Attributable To
Non-ControllingInterests
(269,708) (455,088) 889,334 3,514,017 3,974,113
Earnings Per Share 1.55 1.26 1.74 3.54 5.56
Earnings Per Share(Note1) 1.55 1.26 1.74 3.54 5.56

Note: Based on weighted average outstanding shares in 2019 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

114

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
2015 2016 2017 2018 2019
Current Assets 14,560,998 8,560,664 8,969,876 10,164,679 10,880,961
Property, Plant and Equipment 5,220,819 5,142,099 4,665,393 4,374,050 4,234,288
Intangible Assets 8,639 10,287 8,948 8,344 4,957
Other Assets 169,888,349 157,629,856 166,201,481 178,284,025 188,820,293
Total Assets 189,678,805 171,342,906 179,845,698 192,831,098 203,940,499
Current
Liabilitie
s
Before Apportioned 23,780,564 8,016,448 15,051,567 17,648,284 16,273,235
After Apportioned 27,478,156 11,041,750 19,085,303 27,060,336 -
Non-current Liabilities 29,999,368 40,663,381 37,358,566 37,290,588 41,599,906
Total
Liabilitie
s
Before Apportioned 53,779,932 48,679,829 52,410,133 54,938,872 57,873,141
After Apportioned 57,477,524 51,705,131 56,443,869 64,350,924 -
Share Capital 33,614,472 33,614,472 33,614,472 33,614,472 33,614,472
Capital Surplus 1,155,643 1,167,881 1,168,692 1,362,554 1,456,054
Retained
Earnings
Before Apportioned 91,552,336 91,599,413 94,196,274 99,918,986 108,564,355
After Apportioned 87,854,744 88,574,111 90,162,538 90,506,934 -
Other Equity 9,576,422 (3,718,689) (1,543,873) 2,996,214 2,432,477
Total
Equity
Before Apportioned 135,898,873 122,663,077 127,435,565 137,892,226 146,067,358
After Apportioned 132,201,281 119,637,775 123,401,829 128,480,174 -

115

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
2015 2016 2017 2018 2019
Operating Revenue 12,012,770 9,917,334 8,186,867 8,732,236 8,985,917
Realized Gross Profit 1,547,808 1,288,995 670,927 256,534 469,483
Profit From Operations 977,733 758,915 148,282 (393,973) (212,675)
Non-operating Income And
Expenses
5,330,300 3,792,066 5,253,097 12,588,705 18,368,775
Income Before Income Tax 6,308,033 4,550,981 5,401,379 12,194,732 18,156,100
Net Profit For The Year 4,860,241 3,945,769 5,469,007 11,117,094 17,459,673
Other Comprehensive Income ,
Net
(3,516,579) (13,495,780) 2,426,739 1,694,259 192,863
Total Comprehensive Income
For The Year
1,343,662 (9,550,011) 7,895,746 12,811,353 17,652,536
Earnings Per Share 1.55 1.26 1.74 3.54 5.56
Earnings Per Share(Note1) 1.55 1.26 1.74 3.54 5.56

Note: Based on weighted average outstanding shares in 2019 after subtracting the shares of the Corporation held by the associates treated as treasury stock.

6.1.5Auditors’ Opinions from 2015 to 2019

Year CPA's Name Audit Opinion
2015 Li Wen Kuo、Yu Wei Fan Unqualified Opinion
2016 Li Wen Kuo、Yu Wei Fan Unqualified Opinion
2017 Li Wen Kuo、Yu Wei Fan Unqualified Opinion
2018 Li Wen Kuo、Yu Wei Fan Unqualified Opinion
with Emphasis of Matter Paragraphs and Other
Matter Paragraphs
2019 Xin Wei Tai、Yu Wei Fan Unqualified Opinion
with Other Matter Paragraphs

116

6.2 Financial Analysis 6.2.1 Consolidated Financial Statements

Item Year Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019)
2015 2016 2017 2018 2019
Capital
Structure
Analysis
Debts Ratio (%) 42.66 41.01 40.99 43.03 43.00
Long-term Fund to Property, Plant and
Equipment (%)
304.55 335.89 359.36 411.77 439.89
Liquidity
Analysis

Current Ratio (%)
81.02 103.16 93.17 127.95 120.05
Quick Ratio (%) 69.80 86.22 80.98 112.34 109.57
Times Interest Earned (Times) 5.14 4.95 5.80 13.17 16.60
Operating
Performance
Analysis
Average Collection Turnover (Times) 3.55 3.85 3.96 3.99 3.95
Days Sales Outstanding 103 95 92 91 92
Average Inventory Turnover (Times) 7.08 7.35 8.11 7.52 7.25
Average Payment Turnover (Times) 6.42 6.64 7.30 7.73 5.85
Average Inventory Turnover Days 52 50 45 49 50
Property, Plant and Equipment
Turnover (Times)
0.96 0.97 1.15 1.56 1.73
Total Assets Turnover (Times) 0.24 0.24 0.27 0.31 0.31
Profitability
Analysis
Return on Total Assets (%) 2.28 2.38 3.35 6.17 8.22
Return on Shareholders’ Equity (%) 3.12 3.17 4.65 9.77 13.54
Pre-tax Income to Paid-in Capital
Ratio (%)
20.27 19.27 25.28 60.60 84.47
Net Margin (%) 7.44 7.68 10.27 17.99 24.90
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2019)
1.55 1.26 1.74 3.54 5.56
Cash Flow
Cash Flow Ratio (%)
20.95 31.37 15.09 14.75 50.14
Cash Flow Adequacy Ratio (%) 112.25 126.91 133.25 127.58 180.16
Cash Reinvestment Ratio (%) 2.97 4.43 2.49 2.24 11.73
Leverage Operating Leverage 2.42 1.87 1.70 1.27 1.28
Financial Leverage 1.69 1.36 1.31 1.10 1.09
Analysis of deviation of 2019 vs. 2018 over 20%:
The decrease in Average Payment Turnover was mainly due to the increase of accounts payable and accrued expenses at
year-end of 2019.
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 2019.
The increase in Cash Flow Ratio, Cash Flow Adequacy Ratio and Cash Reinvestment Ratio were mainly due to an increase
in cashprovided byoperatingactivities in 2019.

117

6.2.2 Separate Financial Statements

Item Year Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019) Financial Analysis (2015~2019)
2015 2016 2017 2018 2019
Capital
Structure
Analysis
Debts Ratio (%) 28.35 28.41 29.14 28.49 28.38
Long-term Fund to Property, Plant
and Equipment (%)
3,177.63 3,176.26 3,532.27 4,005.05 4,432.09
Liquidity
Analysis

Current Ratio (%)
61.23 106.79 59.59 57.60 66.86
Quick Ratio (%) 54.65 90.84 50.93 48.17 57.37
Times Interest Earned (Times) 13.12 13.34 17.29 37.73 50.16
Operating
Performance
Analysis
Average Collection Turnover (Times) 11.34 11.10 9.37 8.92 8.43
Days Sales Outstanding 32 33 39 41 43
Average Inventory Turnover (Times) 6.68 6.07 5.83 5.72 5.30

Average Payment Turnover (Times)
5.97 5.30 4.92 5.44 5.18
Average Inventory Turnover Days 55 60 63 64 69
Property, Plant and Equipment
Turnover (Times)
2.39 1.91 1.67 1.93 2.09
Total Assets Turnover (Times) 0.06 0.05 0.05 0.05 0.05
Profitability
Analysis
Return on Total Assets (%) 2.80 2.36 3.27 6.11 8.95
Return on Shareholders’ Equity (%) 3.50 3.05 4.37 8.38 12.30
Pre-tax Income to Paid-in Capital
Ratio (%)
18.77 13.54 16.07 36.28 54.01
Net Margin (%) 40.46 39.79 66.8 127.31 194.30
Basic Earnings Per Share (NT$)
(Based on outstanding shares in 2019)
1.55 1.26 1.74 3.54 5.56
Cash Flow
Cash Flow Ratio (%)
25.81 54.45 21.99 18.45 47.97
Cash Flow Adequacy Ratio (%) 87.49 87.14 92.22 88.37 83.03
Cash Reinvestment Ratio (%) (0.84) 0.46 0.19 (0.49) (0.94)
Leverage Operating Leverage 1.50 1.85 5.29 Note1 Note1
Financial Leverage 2.14 1.95 (0.81) Note2 Note2
Analysis of deviation of 2019 vs. 2018 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 2019.
The increase of Cash Flow Ratio was due to the increase of cash provided by operating activities in 2019.
The decrease in Cash Reinvestment Ratio was mainlydue to the increase of cash dividendspaid in 2019.

Note1 : The ratio was equal or less than zero. Note2 : The ratio was not calculated due to operating loss.

118

*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 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)

119

6.3 Audit Committee’s Review Report on the 2019 Financial Statements

To: The 2020 Regular Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2019 Business Report, the Proposal for Profit Distribution, and the Financial Statements certified by CPA Mr. Xin Wei Tai 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 11, 2020

120

6.4 Financial Statements and Independent Auditors’ Report

Please refer to Attachment for the Notes to 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, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

121

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Estimated Impairment of Trade Receivables

The estimated provision for impairment of trade receivables is based on the assumptions of defaults and expected loss rates. The assumptions and selection of inputs for impairment calculation are based on the Group’s historical experience, existing market conditions as well as forward looking estimates. When the actual future cash flows are less than expected, a material impairment loss may arise, refer to Notes 5 and 13 to the consolidated financial statements. Because key assumptions and inputs used for measuring expected credit losses on trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures that we performed for the estimated impairment of trade receivables are as follows:

  1. We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.

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

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

  4. For the estimated impairment of accounts receivable, we evaluated the adequacy of management’s provision for impairment based on customers’ past default experience, current financial position, any collateral pledged, existing market conditions as well as forward looking estimates.

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 18 to the consolidated financial statements. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures that we performed for the fair value measurement of investment properties are as follows:

  1. We assessed the professional competence and independence of the appraiser engaged by management and we obtained an understanding of the appraiser’s scope of work and process of engagement to confirm that no circumstances affect the appraiser’s independence and limit the scope of his work.

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

122

  1. We sample-tested items from management’s supporting documents, which include the effective gross income, expenses, and property rights of land and buildings to verify the valuation process used by management and recalculated the fair value of investment properties to assess the reasonableness of management’s calculation.

Other Matter

The financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using equity method, were audited by other auditors as of December 31, 2019 and 2018. 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, 2019 and 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$12,024,837 thousand and NT$10,217,370 thousand, respectively, both representing 4% of the consolidated total assets. For the years ended December 31, 2019 and 2018, the share of profit or loss of CSCGL was NT$2,211,559 thousand and NT$376,557 thousand, respectively, representing 8% and 2%, respectively, of the consolidated profit before income tax.

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion with other matter paragraph.

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.

123

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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.

124

The engagement partners on the audit resulting in this independent auditors’ report are Tai, Xin Wei and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2020

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.

125

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 37)
Financial assets at fair value through profit or loss - current (Notes 7 and 36)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 38)
Financial assets at amortized cost - current (Notes 6, 9, 36 and 38)
Contract assets - current (Notes 31 and 37)
Notes receivable
Third parties
Trade receivables
Third parties (Notes 10 and 11)
Related parties (Notes 10 and 37)
Other receivables (Notes 12 and 37)
Current tax assets (Note 33)
Inventories (Note 13)
Prepayments (Notes 21 and 37)
Other current assets (Note 22)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 15, 37 and 38)
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 38)
Financial assets at amortized cost - non-current (Notes 6, 9, 37 and 38)
Property, plant and equipment (Notes 16 and 38)
Right-of-use assets (Notes 17 and 37)
Investment properties (Notes 18 and 38)
Intangible assets (Notes 19 and 20)
Deferred tax assets (Note 33)
Lease receivables - non-current (Note 11)
Finance lease receivables - non-current (Note 11)
Long-term prepayments for leases (Note 21)
Other non-current assets (Notes 22 ,29 and 37)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 23 and 37)
Short-term bills payable (Note 24)
Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Notes 31 and 37)
Accounts payable and accrued expenses
Third parties (Note 20)
Related parties (Note 37)
Dividends and bonuses payable
Other payables - others (Note 25)
Current tax liabilities (Note 33)
Provisions - current (Note 28)
Lease liabilities - current (Note 17)
Deferred revenue - current (Note 27)
Current portion of long-term liabilities (Notes 26 and 37)
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 26)
Long-term borrowings (Notes 26 and 37)
Provisions - non-current (Notes 22, 28 and 39)
Lease liabilities - non-current (Note 17)
Deferred tax liabilities (Note 33)
Net defined benefit liabilities - non-current (Note 29)
Deferred revenue - non-current (Note 27)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 30)
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 30)
Total equity
TOTAL
2019
Amount
%
$ 24,735,495
8
4,728,223
2
3,978,366
1
23,016,985
8
68,412
-
11,159,687
4
10,159,263
3
803,340
-
481,800
-
6,785
-
7,789,794
3
1,812,789
1

501,127

-

89,242,066

30
84,412,240
28
11,692,138
4
36,064
-
50,681,281
17
5,080,287
2
36,176,439
12
7,000,317
2
474,929
-
-
-
8,170,867
3
-
-

4,311,884

2
208,036,446

70
$ 297,278,512
100
$ 23,811,603
8
18,932,294
6
112,070
-
987,496
-
13,266,966
5
256,803
-
230,151
-
312,069
-
2,957,672
1
50,661
-
190,607
-
75,912
-

13,151,315

5

74,335,619

25
19,280,807
7
20,820,990
7
715,432
-
1,264,765
1
9,991,422
3
164,208
-
847,893
-

408,338

-

53,493,855

18
127,829,474

43

33,614,472

11

1,456,054

-
16,727,089
6
64,463,426
22

27,373,840

9
108,564,355

37

2,432,477

1
146,067,358
49

23,381,680

8
169,449,038

57
$ 297,278,512
100
2018





















































































Amount
%
$ 14,929,411
5
9,046,583
3
3,800,923
2
14,322,874
5
147,528
-
12,928,203
5
9,251,854
3
976,266
-
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

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 25, 2020)

126

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 31 and 37)

OPERATING COSTS (Notes 13, 31 and 37)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Administrative expenses (Notes 32 and 37)
Expected credit loss (Note 10)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 32)
Other gains and losses (Note 32)
Finance costs (Note 32)
Share of profit of associates and joint ventures

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 33)

NET INCOME FOR THE YEAR
2019
Amount
%
$ 89,347,637 100

63,746,928
71

25,600,709 29
14,392
-

-

-


25,586,317
29

3,332,110
4

191,031

-


3,523,141

4


22,063,176
25

1,998,600
2
661,654
1
(1,820,623) (2)

5,490,375

6


6,330,006

7

28,393,182 32

6,149,229

7


22,243,953
25
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
(Continued)

127

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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
Cash flow hedges
Share of other comprehensive (loss) income of
associates and joint ventures


Other comprehensive (loss) 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 34)
Basic
Diluted
2019
Amount
%
$ 1,193,292
1
486,711
1

1,778,252

2


3,458,255

4

(2,635,629) (3)
-
-

(1,439,930)
(2)


(4,075,559)
(5)


(617,304)
(1)

$ 21,626,649
24

$ 17,459,673 20

4,784,280

5

$ 22,243,953
25

$ 17,652,536 20

3,974,113

4

$ 21,626,649
24

$ 5.56
$ 5.25
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




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

(With Deloitte & Touche auditors’ report dated March 25, 2020)

(Concluded)

128

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
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
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income by associates
Other changes in equity from investments in
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Effect of retrospective application and
retrospective restatement

BALANCE AT JANUARY 1, 2019 AS
RESTATED
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - $2.8 per share
Changes in capital surplus from investments in
associates accounted for using equity method
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year
ended December 31, 2019, net of income tax
Cash dividends distributed by subsidiaries
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income by associates
Other changes in equity from investments in
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2019
Equity Attributable to O wne **rs of the Corporation ** Non-controlling
Total
Interests
$ 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

(143,100)

(4)

137,749,126
21,156,116
-
-
-
-
(9,412,052 )
-
93,500
-
17,459,673
4,784,280
192,863
(810,167 )
-
(1,748,520 )
-
-

(15,752)

(29)

$ 146,067,358
$ 23,381,680
Total Equity
$ 147,303,528
-
-
(4,033,736 )
185,411
8,451
14,889,197
1,436,173
(723,504 )
-

(17,174)
159,048,346

(143,104)
158,905,242
-
-
(9,412,052 )
93,500
22,243,953
(617,304 )
(1,748,520 )
-

(15,781)
$ 169,449,038
**Share Capital ** Issued
Amount
Capital Surplus
$ 33,614,472
$ 1,168,692

-
-
-
-
-
-
-
185,411
-
8,451
-
-
-
-
-
-
-
-

-

-

33,614,472
1,362,554

-

-

33,614,472
1,362,554
-
-
-
-
-
-
-
93,500
-
-
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,456,054
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

(143,100)

15,615,380
63,945,145
20,215,361
1,111,709
-
(1,111,709 )
-
518,281
(518,281 )
-
-
(9,412,052 )
-
-
-
-
-
17,459,673
-
-
676,889
-
-
-
-
-
79,711

-

-

(15,752)

$ 16,727,089
$ 64,463,426
$ 27,373,840
Other Equity Total Other
Equity
$ (1,754,978 )

-
-
-
-
-
-
1,342,495
-
3,408,697

-

2,996,214

-

2,996,214
-
-
-
-
-
(484,026 )
-
(79,711 )

-

$ 2,432,477




Exchange
Differences on
Unrealized Gain
(Loss) on
Translating the
Financial
Financial Assets at
Fair Value
Statements of
Through Other
Foreign
Comprehensive
Operations
Income
$ (2,638,153 )
$ 516,962

-
-
-
-
-
-
-
-
-
-
-
-
(3,211 )
1,343,257
-
-
-
3,408,697

-

-

(2,641,364 )
5,268,916

-

-

(2,641,364 )
5,268,916
-
-
-
-
-
-
-
-
-
-
(3,271,837 )
2,719,118
-
-
-
(79,711 )

-

-

$ (5,913,201)
$ 7,908,323
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
77,486
-
-

-

$ 385,214
Cash Flow
Hedges
$ 58,485

-
-
-
-
-
-
2,449
-
-

-

60,934

-

60,934
-
-
-
-
-
(8,793 )
-
-

-

$ 52,141









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 25, 2020)

129

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of loss of associates and joint ventures
Depreciation expenses
Finance costs
Amortization expenses
Net (gain) loss on fair value changes of financial assets and
liabilities designated as at fair value through profit or loss
Interest income
Dividend income
Gain on disposal of financial assets
Unrealized gain on foreign exchange
Gain on changes in fair value of investment properties
Expected credit loss recognized on trade receivables
(Reversal of) write-downs of inventories
Loss on disposal of property, plant and equipment
Loss on disposal of investments accounted for using equity method
Impairment loss recognized on investments accounted for using
equity method
Impairment loss recognized on goodwill
Impairment loss on property, plant and equipment
Gain on disposal of subsidiaries
Effect of changes in exchange rate of bonds payable
Other items
Changes in operating assets and liabilities
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
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interests received
Dividends received
2019
2018
$ 28,393,182 $ 20,370,118
(5,490,375)
(4,144,156)
4,827,418
4,649,561
1,820,623
1,673,185
1,292,725
269,631
(1,129,040)
256,294
(1,126,001)
(370,571)
(761,309)
(770,314)
(365,192)
(251,859)
(295,492)
(15,575)
(197,647)
(98,015)
191,031
142,553
(18,619)
315,353
44,225
33,455

5,761
-
-
200,245
-
630,631
-
51,888
-
(40,440)
-
300
-
(755)
5,660,259
(3,051,110)
79,116
(44,533)
1,351,524
(4,805,502)
273,510
525,258
1,769,088
(487,332)
1,857,463
(3,566,055)
(408,758)
(31,307)
(34,246)
(74,718)
256,481
(20,934)
697,124
806,044
35,916
176,021
(5,682)
(12,254)

(75,912)

(68,085)
38,647,173
12,247,022
1,161,528
254,393
4,062,869
3,172,662
(Continued)

130

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Interests paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Payments for property, plant and equipment
Acquisition of associates
Decrease (increase) in refundable deposits
Purchase of financial assets at fair value through other comprehensive
income
Increase in long-term prepayments for investment
Net cash inflow on disposal of associates
Payments for intangible assets
Proceeds from disposal of property, plant and equipment
Payments for investment properties
Decrease in other non-current assets
Net cash inflow on disposal of subsidiaries

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Dividends paid
Repayments of bonds
Dividends paid to non-controlling interests
(Decrease) increase in short-term borrowings
Increase in short-term bills payable
Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
(Decrease) increase 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
2019
2018
$ (1,803,500) $ (1,658,691)

(4,796,169)

(3,304,318)

37,271,901

10,711,068
(8,715,533)
(9,537,968)
(3,754,851)
(4,274,600)
(3,326,114)
(123,120)
596,780
(9,678)
(275,281)
(556,016)
(11,224)
(83,721)
63,008
-
(58,941)
(13,037)
37,708
90,395
(27,224)
(1,269)
5,300
1,559

-

48,391
(15,466,372)
(14,459,064)
(92,064,122) (30,396,615)
86,653,202
34,819,996
10,000,000
6,574,843
(9,412,164)
(4,033,715)
(4,000,000)
(4,089,430)
(1,748,520)
(723,504)
(704,248)
6,445,333
369,075
2,439,125
(267,792)
-
21,680
(59,096)

(10,073)

14,691
(11,162,962)

10,991,628

(836,483)

(53,713)
(Continued)

131

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

2019
NET INCREASE IN CASH AND CASH EQUIVALENTS
$ 9,806,084
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

14,929,411

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 24,735,495

The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
2018
$ 7,189,919

7,739,492
$ 14,929,411
(Concluded)

132

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, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

The key audit matters identified in the Corporation’s financial statements for the year ended December 31, 2019 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

The estimated provision for impairment of trade receivables is based on the assumptions of defaults and expected loss rates. The assumptions and selection of inputs for impairment calculation are based on the historical experience, existing market conditions as well as forward looking estimates of the Corporation’s subsidiaries. When the actual future cash flows are less than expected, a material impairment loss may arise. Because key assumptions and inputs used for measuring expected credit losses on trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures that we performed for the estimated impairment of trade receivables of the subsidiaries are as follows:

  1. We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.

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

133

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

  2. For the estimated impairment of accounts receivable, we evaluated the adequacy of management’s provision for impairment based on customers’ past default experience, current financial position, any collateral pledged, existing market conditions as well as forward looking estimates.

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 15 to the financial statements. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures that we performed for the fair value measurement of investment properties are as follows:

  1. We assessed the professional competence and independence of the appraiser engaged by management and we obtained an understanding of the appraiser’s scope of work and process of engagement to confirm that no circumstances affect the appraiser’s independence and limit the scope of his work.

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

  3. We sample-tested items from management’s supporting documents, which include the effective gross income, expenses, and property rights of land and buildings to verify the valuation process used by management and recalculated the fair value of investment properties to assess the reasonableness of management’s calculation.

Other Matter

The financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using equity method, were audited by other auditors as of December 31, 2019 and 2018. 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, 2019 and 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$12,022,105 thousand and NT$10,215,045 thousand, respectively, representing 6% and 5%, respectively, of the total assets. For the years ended December 31, 2019 and 2018, the share of profit or loss of CSCGL was NT$2,211,060 thousand and NT$376,472 thousand, respectively, representing 12% and 3%, respectively, of the profit 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.

134

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our 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.

  5. 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.

  6. 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, 2019 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

135

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 Tai, Xin Wei and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2020

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.

136

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 30)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 31)
Financial assets at amortized cost (Notes 6, 11 and 30)
Notes receivable
Third parties
Trade receivables
Third parties (Note 10)
Related parties (Notes 10 and 30)
Other receivables (Note 30)
Current tax assets (Note 26)
Inventories (Note 11)
Prepayments (Note 17)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 12 and 31)

Financial assets at fair value through other comprehensive income - non-current (Note 8)
Property, plant and equipment (Notes 13 and 31)
Right-of-use assets (Note 14)
Investment properties (Notes 15, 30 and 31)
Intangible assets (Note 16)
Deferred tax assets (Note 26)
Long-term prepayments for leases (Note 17)
Other non-current assets (Notes 18, 22 and 30)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term bills payable (Note 19)

Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 24)
Accounts payable and accrued expenses
Third parties
Related parties (Note 30)
Dividends and bonuses payable
Current tax liabilities (Note 26)
Lease liabilities - current (Note 14)
Deferred revenue - current (Note 21)
Current portion of long-term liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 20)
Long-term borrowings (Note 20)
Provisions - non-current (Note 23)
Deferred tax liabilities (Note 26)
Lease liabilities - non-current (Note 14)
Deferred revenue - non-current (Note 21)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 23)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2019
Amount
%
$ 2,475,739
1
1,690,528
1
2,237,578
1
1,763,189
1
80,634
-
513,070
-
447,234
-
75,865
-
-
-
1,545,309
1
45,581
-

6,234

-


10,880,961

5

135,143,849
67
6,588,692
3
4,234,288
2
441,661
-
42,114,210
21
4,957
-
16,463
-
-
-

4,515,418

2

193,059,538
95

$ 203,940,499
100

$ 10,757,906
5
112,070
-
83,726
-
1,478,744
1
201,804
-
224,335
-
298,368
-
40,370
-
75,912
-

3,000,000

2


16,273,235

8

19,280,807
9
11,795,000
6
98,000
-
9,503,629
5
44,787
-
847,893
-

29,790

-


41,599,906
20


57,873,141
28


33,614,472
17


1,456,054

1

16,727,089
8
64,463,426
32

27,373,840
13

108,564,355
53


2,432,477

1

146,067,358
72

$ 203,940,499
100
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

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

(With Deloitte & Touche auditors’ report dated March 25, 2020)

137

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 24 and 30)

OPERATING COSTS (Notes 11, 24, 25 and 30)

GROSS PROFIT
(UNREALIZED) REALIZED GAIN ON
TRANSACTIONS WITH SUBSIDIARIES AND
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Administrative expenses (Notes 25 and 30)
Expected credit loss (Note 10)

Total operating expenses

OPERATING LOSS

NON-OPERATING INCOME AND EXPENSES
Other income (Note 25)
Other gains and losses (Note 25)
Finance costs (Note 25)
Share of profit of subsidiaries and associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 26)

NET INCOME FOR THE YEAR
2019
Amount
%
$ 8,985,917 100

8,507,992
95

477,925
5

(8,442)

-


469,483

5

678,405
7

3,753

-


682,158

7


(212,675)
(2)

812,795
9
814,110
9
(369,349) (4)

17,111,219
190


18,368,775
204

18,156,100 202

696,427

8


17,459,673
194
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
(Continued)
  • 138 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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 (loss) on investments in equity
instruments at fair value through other
comprehensive income

Remeasurement of defined benefit plans
Share of other comprehensive (loss) income of
subsidiaries and associates


Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive (loss) 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 27)
Basic
Diluted
2019
Amount
%
$ 329,435
4
467,246
5

2,650,225
29


3,446,906
38


(3,254,043)
(36)


192,863

2

$ 17,652,536
196

$ 5.56
$ 5.25
2018











Amount
%
$ (9)
-

265,965
3

1,426,545
17

1,692,501
20

1,758

-

1,694,259
20
$ 12,811,353
147
$ 3.54
$ 3.49




The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 25, 2020) (Concluded)

  • 139 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
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
Disposal 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
Effect of retrospective application and retrospective restatement

BALANCE AT JANUARY 1, 2019 AS RESTATED
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - $2.8 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, 2019
Other comprehensive income (loss) for the year ended December 31, 2019,
net of income tax
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income by associates
Other changes in equity from investments in subsidiaries and associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2019
Share Capital Issued
Shares
Amount
Capital Surplus
3,361,447
$ 33,614,472
$ 1,168,692

-
-
-
-
-
-
-
-
-
-
-
185,411
-
-
8,451
-
-
-
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,362,554

-

-

-

3,361,447
33,614,472
1,362,554
-
-
-
-
-
-
-
-
-
-
-
93,500
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,456,054
Retained Earnings Unappropriated
Earnings
$ 17,839,296

(546,900 )
(943,188 )
(4,033,736 )
-
-
11,117,094
351,764
(3,408,697 )

(17,172)

20,358,461

(143,100)

20,215,361
(1,111,709 )
(518,281 )
(9,412,052 )
-
17,459,673
676,889
79,711

(15,752)

$ 27,373,840
Other Equity Total
$ (1,754,978 )
-
-
-
-
-
-
1,342,495
3,408,697

-

2,996,214


-

2,996,214

-
-
-
-
-

(484,026 )
(79,711 )

-

$ 2,432,477
Total Equity
$ 128,937,919
-
-
(4,033,736 )
185,411
8,451
11,117,094
1,694,259
-

(17,172)
137,892,226

(143,100)
137,749,126
-
-
(9,412,052 )
93,500
17,459,673

192,863

-

(15,752)
$ 146,067,358
Exchange
Differences on
Translating the
Unrealized
Gain (Loss) on
Financial Assets
Financial
at Fair Value
Statements of
Through Other
Foreign
Comprehensive
Operations
Income
$ (2,638,153 ) $ 516,962


-
-

-
-

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

-
3,408,697

-

-

(2,641,364 )
5,268,916

-

-

(2,641,364 )
5,268,916

-
-

-
-

-
-
-
-
-
-
(3,271,837 )
2,719,118
-
(79,711 )

-

-

$ (5,913,201)
$ 7,908,323
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
77,486

-

-

$ 385,214
Cash Flow
Hedge
$ 58,485

-
-
-
-
-
-
2,449
-

-

60,934

-

60,934
-
-
-
-
-
(8,793 )
-

-

$ 52,141





Legal Reserve
Special Reserve
$ 15,068,480
$ 63,001,957

546,900
-
-
943,188
-
-
-
-
-
-
-
-
-
-
-
-

-

-

15,615,380
63,945,145

-

-

15,615,380
63,945,145
1,111,709
-
-
518,281
-
-
-
-
-
-
-
-
-
-

-

-

$ 16,727,089
$ 64,463,426



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 25, 2020)

  • 140 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit of subsidiaries and associates

Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Depreciation expenses
Dividend income
(Gain) loss on changes in fair value of investment properties
Finance costs
Interest income
Unrealized loss on foreign exchange
Unrealized (realized) gain on transactions with subsidiaries and
associates
Expected credit loss recognized on trade receivables
Amortization expenses
Gain on disposal of property, plant and equipment
Write-downs of inventories
Effect of changes in exchange rate of bonds payable
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
Deferred revenue

Cash generated from (used in) operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Increase (decrease) in refundable deposits
Payments for property, plant and equipment
Purchase of financial assets at fair value through other comprehensive
income
2019
2018
$ 18,156,100 $ 12,194,732
(17,111,219) (12,970,044)
(673,850)
(171,737)
523,626
464,781
(422,860)
(405,773)
(399,682)
331,211
369,349
331,984
(299,327)
(114,003)
143,442
44,425
8,442
(3,444)
3,753
694
3,589
3,297
(40)
(4,053)
-
52,791
-
300
14,578
7,091
27,930
(238,962)
(35,221)
1,322
67,546
(396,116)
107,544
(52,997)
5,891
(3,798)
(48,810)
(37,657)
43,065
(9,040)
57,642
189,552
-
48,000

(75,912)

(68,085)
465,576
(805,529)
288,178
112,952
7,345,508
4,296,112
(257,528)
(336,387)

(35,186)

(11,234)

7,806,548

3,255,914
(1,365,160)
-
679,526
(33,377)
(183,122)
(194,754)
(123,395)
-
(Continued)
  • 141 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Payments for investment properties

Payments for intangible assets
Proceeds from disposal of property, plant and equipment
Proceeds from sale of financial assets at amortized cost

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Dividends paid
Repayments of bonds
(Decrease) increase in short-term bills payable
Repayment of the principal portion of lease liabilities
Decrease in guarantee deposits received

Net cash used in financing activities

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

NET (DECREASE) INCREASE 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

The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
2019
$ (24,834)
(202)
46

-


(1,017,141)

(61,746,000)
58,508,000
10,000,000
(9,412,164)
(4,000,000)
(680,000)
(86,929)

(785)


(7,417,878)


(61,585)

(690,056)

3,165,795

$ 2,475,739
2018
$ (1,269)

(2,693)

4,059

2,096,122

1,868,088
(18,588,000)

15,033,000

6,574,843

(4,033,715)

(4,089,430)

2,310,000

-

(1,010)

(2,794,312)

20,179

2,349,869

815,926
$ 3,165,795
(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.

  • 142 -

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
2018 2019 Variance
Amount %
Current Assets 80,358,506 89,242,066 8,883,560 11
Property, Plant and
Equipment
52,549,341 50,681,281 (1,868,060) (4)
Intangible Assets 3,694,783 7,000,317 3,305,534 89
Other Assets 142,585,368 150,354,848 7,769,480 5
Total Assets 279,187,998 297,278,512 18,090,514 6
Current Liabilities 62,804,294 74,335,619 11,531,325 18
Non-Current Liabilities 57,335,358 53,493,855 (3,841,503) (7)
Total Liabilities 120,139,652 127,829,474 7,689,822 6
Equity Attributable To
Owners Of The Corporation
137,892,226 146,067,358 8,175,132 6
Share Capital 33,614,472 33,614,472 - -
Capital Surplus 1,362,554 1,456,054 93,500 7
Retained Earnings 99,918,986 108,564,355 8,645,369 9
Other Equity 2,996,214 2,432,477 (563,737) (19)
Non-Controlling Interests 21,156,120 23,381,680 2,225,560 11
Total Equity 159,048,346 169,449,038 10,400,692 7
Analysis of deviation over 20%:
1. The increase of Intangible assets was mainlydue to the increase ofquarryright.
  • 143 -

7.2 Analysis of Financial Performance

UNIT: NT$1,000

UNIT: NT$1,000 UNIT: NT$1,000
Year
Item
2018 2019 Variance
Amount %
Operating Revenue 82,741,004 89,347,637 6,606,633 8
Operating Costs 61,584,690 63,746,928 2,162,238 4
Gross Profit 21,156,314 25,600,709 4,444,395 21
Realized (Unrealized) Gross Profit 15,147 (14,392) (29,539) (195)
Realized Gross Profit 21,171,461 25,586,317 4,414,856 21
Operating Expenses 3,018,351 3,523,141 504,790 17
Profit From Operations 18,153,110 22,063,176 3,910,066 22
Non-operating Income And Expenses 2,217,008 6,330,006 4,112,998 186
Income Before Income Tax 20,370,118 28,393,182 8,023,064 39
Income Tax Expense 5,480,921 6,149,229 668,308 12
Net Profit For The Year 14,889,197 22,243,953 7,354,756 49
Other Comprehensive Income , Net 1,436,173 (617,304) (2,053,477) (143)
Total Comprehensive Income For The
Year
16,325,370 21,626,649 5,301,279 32
Net Profit Attributable To
Owner Of The Company
11,117,094 17,459,673 6,342,579 57
Net Profit Attributable To
Non-ControllingInterests
3,772,103 4,784,280 1,012,177 27
Total Comprehensive Income
Attributable To Owner Of The Company
12,811,353 17,652,536 4,841,183 38
Total Comprehensive Income
Attributable To Non-ControllingInterests
3,514,017 3,974,113 460,096 13
1. Analysis of deviation over 20%:
(1).The increase of gross profit, realized gross profit and profit from operations were mainly due
to the increase of average selling price of cement in mainland China in 2019.
(2).The decrease of the realized gross profit resulted from the transactions with affiliated
companies in 2019.
(3).The increase of non-operating income was mainly due to the increase of investment income
recognized under equity method, gain on fair value changes of financial assets and the
decrease of net interest expense in 2019.
(4).The increase of the income before income tax and net profit for the year were mainly due to
the profit increase of business in mainland China, investment income recognized under equity
method, gain on fair value changes of financial assets in 2019.
(5).The decrease of net other comprehensive income was mainly due to the increase of exchange
loss on translating the financial statements of foreign operations in 2019.
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”.
  • 144 -

7.3 Analysis of Cash Flow

  • (1)The Analysis for Changing of Cash Flow for 2019
3 Analysis of Cash Flow
)The Analysis for Changing of Cash Flow for 2019
3 Analysis of Cash Flow
)The Analysis for Changing of Cash Flow for 2019
3 Analysis of Cash Flow
)The Analysis for Changing of Cash Flow for 2019
3 Analysis of Cash Flow
)The Analysis for Changing of Cash Flow for 2019
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
14,929,411 37,271,901 27,465,817 24,735,495 - -
  1. Operating Activities: Mainly generated from operations NT$38,647,173 thousand and dividends received NT$4,062,869 thousand .

  2. Investing Activities: Mostly for net increase in financial assets NT$8,990,814 thousand and net increase in property, plant and equipment NT$3,717,143 thousand.

  3. Financing activities: Mostly for cash dividends paid NT$9,412,164 thousand.

  4. (2)Remedy plans for insufficient liquidity for 2019 : Not Applicable.

  5. (3)Liquidity Analysis for the Coming Year

Unit: NT$1,000

Cash Balance in
the Beginning
Expected Net Cash
Inflows from
Operating Activities
Expected Total
Cash Outflows
Expected
Cash
Surplus
Expected Source of Funding
for Negative Cash Balance
Expected Source of Funding
for Negative Cash Balance
Investing
Plans
Financing
Plans
24,735,495 20,455,140 26,683,732
18,506,903 - -
  1. Operating Activities : Mainly from operating income and cash dividends received.

  2. Investing Activities : Primarily for investment in capital expenditures.

  3. Financing activities: Mostly for net increase 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

UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000 UNIT: NT$1,000
Projects
Actual or
Expected
Source of
Capital
Actual or
Expected
Date of
Completion

Total Capital
Capital Expenditures
Actual Expected
2012~2018 2019 2020 2021 2022 2023
Installation
constructions of new
indoor coal bunker ,
stacker reclaimer and
material conveyor
system in Hualien
plant
Self-owned
capital
Dec. 2023 556,160 9,164 75 11,500 140,000 100,000 295,421
Chiahui Power natural
gas fueled combined
cycle power plant
(Phase II Expansion)
Syndicated loan Dec. 2020 10,527,736 2,874,902 2,295,186 5,357,648 - - -
  • 145 -

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

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

  2. (1) To prevent coal heaps from collapsing due to heavy rain, and the corresponding cost from the damage to the machine and from rebuilding the coal heaps, and to ensure the water discharge during the period is in compliance with the environmental regulations.

  3. (2) To prevent coal from absorbing excessive water during the heavy rain, which could cause some loss due to the reduction or interruption of clinker production.

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

7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its

Gain or Loss and Improvement Plan and Investment Plans for Next Year

The majority of the Company’s investments were for long-term strategic purposes. In 2019, the total gain through equity method by the company was NT$ 5,490,375 (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 2019 are as follows:

Unit : NT$1,000

Unit:NT$1,000
Item\Year 2019
Foreign Exchange Gains(Losses) (A) (260,069)
OperatingRevenue(B) 89,347,637
% of OperatingRevenue(A)/(B) (0.3%)
OperatingIncome(C) 22,063,176
% of OperatingIncome(A)/(C) (1.2%)

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

  • 146 -

equals to the disbursement, which led to the effect of natural hedge, minimizing the impact of fluctuation of foreign exchange on the Company’s profit and loss.

Besides natural hedge, in order to minimize the risk of foreign exchange, the Company

and subsidiaries had adopted such risk management policies against the uncertainty.

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

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

Interest rate impact:

The percentage of interest revenue/losses over operating revenue and operating income in 2019 are as follows:

in 2019 are as follows:
Unit:NT$1,000
Item\Year 2019
Interest Revenue(Losses) (A) (694,622)
OperatingRevenue(B) 89,347,637
% of OperatingRevenue(A)/(B) (0.8%)
OperatingIncome(C) 22,063,176
% of OperatingIncome(A)/(C) (3.1%)

If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2019 would have decreased/increased by NT$2,238 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

  • 147 -

capital, and improve financial structure to comply with the principle for long-term sustainable operation.

Inflation rate impact:

Taiwan inflation rate was about 0.56% in 2019. 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$25,561,342,000 and NT$ 26,333,392,000 by the end of 2019 and the end of March 2020 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$6,604,104,000) by the end of 2019, and NT$ 6,634,450,000 (fair value was NT$6,664,717,000) by the end of March 2020.

7.6.3 The Prevention of Legal Risks

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

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

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

Unit: NT$1,000

  • 148 -
Item Item Amount
1 Development of WeighingSystem in Hualien Plant 800
2 Industry 4.0 Phase 3 Project: Smart Occupational Safety, Data Analysis
Applied to Production, QualityControl,and Segment Cost Analysis

9,000
3 Establish a systematic observation and analysis method of cement and clinker
to introduce routine control

1,500
4 Technology for improving the ability of using alternative materials for circular
economy

50,400
5 ReplacingNo. 2 kiln PLC system equipment 6,000
6 Renewal of PLC system equipment forpackagingand shipping 2,800
Total 70,500
  • ◎Effect on the Company’s finance and operation from any changes in major policies and laws at home and abroad in the most recent fiscal year: None.

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

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

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

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

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

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

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

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

  • ◎Other major risks: None.

7.7 Other Mentionable Issues : None.

  • 149 -

VIII Special Disclosure

==> picture [718 x 639] intentionally omitted <==

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

8.1 Organizational Chart of Affiliated Companies
0.03%
0.02%
FU MING TRANSPORTATION CO., 99.87%
99.82% LTD. FU DA TRANSPORTATION CO., LTD. 100.00% RUICHANG YADONG NEW
MATERIAL 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% 100.00% 51.22% CHENGDU YALI CEMENT MATERIAL CO., LTD.
ASIA CEMENT(SINGAPORE)PTE. LTD. ORIENTAL CONCRETE PTE.LTD. PRODUCTS CO.,LTD. 48.78%
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
0.39% 99.56% FU SHAN MINERAL STONE CO.,LTD. 99.99% 50.00% SHANGHAI YAFU CEMENT PRODUCTS CO., LTD.(Note) 15.00%
49.00% KOWLOON CEMENT CORP. LTD. 100.00% KOWLOON CONCRETE CORP. 90.00% 35.00%
99.99% 100.00% LTD. SHANGHAI YALI CEMENT 10.00%
0.001% DER CHING INVESTMENT CORP. AC MEGA INVESTMENT LTD. PRODUCTS CO., LTD.
100.00% AC LEAP INVESTMENT LTD. 100.00% JOIN FORTUNE TRADING LTD. 90.00% SICHUAN YALI CONCRETE 10.00%
100.00% PRODUCE CO., LTD.
51.00% YA LI TRANSPORTATION CORP. 100.00% AC MEGA II INVESTMENT LTD. 90.00% SICHUAN YALI TRANSPORT CO., LTD. 10.00%
AC MEGA III INVESTMENT LTD.
100.00% AC MEGA IV INVESTMENT LTD. 90.00% YANGZHOU YADONG CEMENT CO., LTD. 10.00% SICHUAN LANFENG BUILDING MATERIALS CO., LTD.
99.99% 100.00%
83.81% YA LI PRECAST ANDPRESTRESSED CONCRETE INDUSTRIES CORP. YA LI PRECAST PVT. LTD. CONCRETE INDIA 90.00% SICHUAN YADONG CEMENT CO., LTD. 10.00% SICHUAN LANFENG CEMENT CO.,LTD.
100.00%
PT YATUNG CONCRETE INTERNATIONAL CORP.99% 1% 95.04% 4.96% ASIA ORIENTAL (GUAM) L.L.C. 71.68% ASIA ORIENTAL CONCRETE, LLC 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
INVESTMENT LTD.
59.59%
CHIAHUI POWER CORP. 100.00%
ASIA CEMENT PIONEER III
INVESTMENT LTD.
100.00% ASIA CEMENT PIONEER IV
INVESTMENT LTD.
Note : The Group established RUICHANG YADONG NEW MATERIAL CO, LTD. on Jan 29, 2019.
----- End of picture text -----

-150-

8.2 Basic Information of Affiliated Companies

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


Unit: $1,000

Unit: $1,000
As of December 31,2019
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 9,720
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

-151-

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 27,700
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 28,300
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 26,100
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 10,000
96913
PT YATUNG CONCRETE INTERNATIONAL Sep. 2018 USD Ready-mixed
Address: Jl.Cipendawa Baru Rt. 004 Rw. 004 kel. 4,700 concrete, Cement
Bojong Menteng Kec. Rawalumbu Kota
Bekasi
products
YATUNG VIETNAM CO. LTD. Feb. 2010 VND Ready-mixed
Address: Supporting Industrial Zone, Vung Ang 141,348,502 concrete
Economic Zone, Ky Phuong Ward, Ky Anh
town,HaTinh Province, Viet Nam
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 20,915
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 68,550
Skelton Building, 3076 Sir Francis Drake
Highway, Road Town, Tortola, VG1110,
British Virgin Islands

-152-

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 28,000
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 19,500
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 19,010
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 837,744
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
ASIA ORIENTAL CONCRETE,LLC Mar. 2011 USD Ready-mixed
Address: 136 Adrian Sanchez Street Tamuning, 11,600 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, 204,188
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

-153-

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
RUICHANG YADONG NEW MATERIAL CO., Jan. 2019 RMB construction
LTD. 2,000 material and product
Address: No.6, Yadong Road, Ma-Tou Town, Rui
Chang City, Jiangxi 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.

-154-

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


Companies
As of December 31,2019
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 429,500
0.03

Executive Director

Doris Wu
20,000
0.00
Executive Director Z.L. Wu 258,000
0.02
Executive Director C.K. Chang 462,500
0.03

Executive Director

S.J. Lin
290,000
0.02
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

-155-

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
Gary Lee (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
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
Director Peter Hsu (ACC Representative) 280,093,521
59.59

-156-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
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
HOLDINGS PTE. LTD.
Director
Douglas TongHsu
0
0.00
Director Doris Wu 0
0.00
ORIENTAL CONCRETE
PTE. LTD.
Chairman Douglas Tong Hsu
(Asia Cement (Singapore) Pte. Ltd.
Representative)

17,000,000

100.00
Director /
Managing Director

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

17,000,000

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

17,000,000

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

17,000,000

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

17,000,000

100.00
FU SHAN MINERAL
STONE CO., LTD.
Chairman
Y.F. Chang (Der Ching Investment
Corp.Representative)
1,294,270
99.56
Director / President Z.P. Chang (Der Ching Investment
Corp.Representative)
1,294,270
99.56
Director Peter Hsu (Der Ching Investment
Corp.Representative)
1,294,270
99.56
Director C.M. Chen (Der Ching Investment
Corp. Representative)
1,294,270
99.56

-157-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Manfred Wang (Der Ching
Investment Corp. Representative)
1,294,270
99.56
Supervisor W.H. Yeh (Asia Investment Corp.
Representative)
5,000
0.38
KOWLOON CEMENT
CORP. LTD.
Chairman
Douglas Tong Hsu
0
0.00
Director Johnny Shih 0
0.00
Director K.Y. Lee 0
0.00
Director Y.F. Chang 0
0.00
Director R.H. Shao 0
0.00
Director Gary Lee 0
0.00
AC MEGA INVESTMENT
LTD.

Director
C.M. Chen (Der Ching Investment
Corp. Representative)
27,700,000
100.00
Director Doris Wu (Der Ching Investment
Corp. Representative)
27,700,000
100.00
Director H.Y. Kao (Der Ching Investment
Corp. Representative)
27,700,000
100.00
AC LEAP INVESTMENT
LTD.
Director
C.M. Chen (Der Ching Investment
Corp. Representative)
28,300,000
100.00
Director
Doris Wu (Der Ching Investment
Corp. Representative)
28,300,000
100.00
Director
H.Y. Kao (Der Ching Investment
Corp. Representative)
28,300,000
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)
26,100,000
100.00
Director
Doris Wu (Der Ching Investment
Corp. Representative)
26,100,000
100.00
Director
H.Y. Kao (Der Ching Investment
Corp. Representative)
26,100,000
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

-158-

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

-159-

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)
20,915,000
100.00
Director
Doris Wu
(Asia Investment Corp.
Representative)
20,915,000
100.00
Director
H.Y. Kao
(Asia Investment Corp.
Representative)
20,915,000
100.00
ASIA CEMENT PIONEER
INVESTMENT LTD.

Director

C.M. Chen
(Asia Investment Corp.
Representative)
68,550,000
100.00
Director
Doris Wu
(Asia Investment Corp.
Representative)
68,550,000
100.00
Director
H.Y. Kao
(Asia Investment Corp.
Representative)
68,550,000
100.00
ASIA CEMENT PIONEER
II INVESTMENT LTD.

Director

C.M. Chen
(Asia Investment Corp.
Representative)
28,000,000
100.00
Director
Doris Wu
(Asia Investment Corp.
Representative)
28,000,000
100.00
Director
H.Y. Kao
(Asia Investment Corp.
Representative)
28,000,000
100.00
ASIA CEMENT PIONEER
III INVESTMENT LTD.

Director

C.M. Chen
(Asia Investment Corp.
Representative)
19,500,000
100.00
Director
Doris Wu
(Asia Investment Corp.
Representative)
19,500,000
100.00
Director
H.Y. Kao
(Asia Investment Corp.
Representative)
19,500,000
100.00
ASIA CEMENT PIONEER
IV INVESTMENT LTD.

Director

C.M. Chen
(Asia Investment Corp.
Representative)
19,010,000
100.00
Director
Doris Wu
(Asia Investment Corp.
Representative)
19,010,000
100.00
Director
H.Y. Kao
(Asia Investment Corp.
Representative)
19,010,000
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

-160-

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 Gary Lee 0
0.00
JOIN FORTUNE
TRADING LTD
Manager Gary Lee 0
0.00
ASIA ORIENTAL
CONCRETE,LLC
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
President
J.B. Yu
*USD
0


0.00
Director H.He
(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
L.H. Fang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
President
W.F. Hsu
0
0.00
Director L.M. Ou Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
Director
S.S. Wu
(Oriental Holdings Co., Ltd.
Representative)
*USD
8,617


10.00
Supervisor
Michael Ting
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
77,553


90.00
WUHAN YADONG
CEMENT CO., LTD.
Chairman
J.B. Yu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
President
J.F. Jiang
*USD
0


0.00
Director H.Q. Zhang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
32,526


90.00
Director
G Chen
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,614


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


90.00

-161-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
ORIENTAL HOLDINGS
CO., LTD.
Chairman / President Doris Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
204,188


100.00
Director
Dana Lee
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
204,188


100.00
Director
Karen Yang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
204,188


100.00
Supervisor
J.H. Wu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
204,188


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


51.22
President
L.C. Lee
*USD
0


0.00
Director G.W. Ciou
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


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


48.78
Supervisor Y. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,100


51.22
SHANGHAI YALI
CEMENT PRODUCTS
CO., LTD.
Chairman L.H. Fang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
President H.He *USD
0


0.00
Director Y.G. Zhang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00
Director X.W. Xiao
(Oriental Holdings Co., Ltd.
Representative)
*USD
1,500


10.00
Supervisor R.F. Huang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
13,500


90.00

-162-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
SICHUAN YALI
CONCRETE PRODUCE
CO., LTD.
Chairman L. Tian
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
President L.C. Lee *USD
0


0.00
Director Y.H. Lu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
Director X.T. Kao
(Oriental Holdings Co., Ltd.
Representative)
*USD
330


10.00
Supervisor Q.P. Zhou
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
2,970


90.00
SICHUAN YALI
TRANSPORT CO., LTD.
Chairman L. Tian
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
President Y.H. Lu *USD
0


0.00
Director G.C. Wang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
Director C.H. Xiang
(Oriental Holdings Co., Ltd.
Representative)
*USD
350


10.00
Supervisor H.B. Feng
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
3,150


90.00
YANGZHOU YADONG
CEMENT CO., LTD.
Chairman L.H. Fang
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
President H.He *USD
0


0.00
Director Y.T. Li
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
Director T.M. Jiang
(Oriental Holdings Co., Ltd.
Representative)
*USD
3,553


10.00
Supervisor J. Chen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
31,977


90.00
SICHUAN YADONG
CEMENT CO., LTD.
Chairman L. Tian
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
President L.H. Fang *USD
0


0.00
Director L.C. Lee
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
Director H.C Wang
(Oriental Holdings Co., Ltd.
Representative)
*USD
36,834


10.00

-163-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Supervisor J.X. Shen
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
331,506


90.00
HUBEI YADONG
CEMENT CO., LTD.
Chairman J.B. Yu
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
President L. Tian *USD
0


0.00
Director L.C Guo
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


90.00
Director Z.Y Jing
(Oriental Holdings Co., Ltd.
Representative)
*USD
15,480


10.00
Supervisor N.B. Gan
(Oriental Industrial Holdings Pte.
Ltd. Representative)
*USD
139,320


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


100.00
President S.M. Chang *RMB
0


0.00
Director Y.M. Dai
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


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


100.00
Supervisor S.P. Hu
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
JIANGXI YALI
TRANSPORT CO., LTD.
Chairman L.H. Fang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
President X.W. Xiao *RMB
0


0.00
Director S.H Wang
(Oriental Holdings Co., Ltd.
Representative)
*RMB
6,000


48.00
Director D.L. Hsu
(A.K. Fu Representative)
*RMB
1


0.01
Supervisor K.X. Li
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
6,499


51.99
NANCHANG YADONG
CEMENT CO., LTD.
Chairman L.H. Fang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
President A.K. Fu *RMB
0


0.00
Director Y.G. Yao
(Oriental Holdings Co., Ltd.
Representative)
*RMB
22,500


25.00

-164-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director Y.S. Yao
(Fangda Special Steel Technology
Co., Ltd. Representative)
*RMB
22,500


25.00
Supervisor D.B. Wang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
45,000


50.00
WUHAN YALI CEMENT
PRODUCTS CO., LTD.
Chairman J.B. Yu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
President X.L. Yu *RMB
0


0.00
Director A.C. Hsu
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Director G.F. He
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
Supervisor J.F. Jiang
(Wuhan Yadong Cement Co., Ltd.
Representative)
*RMB
60,000


100.00
TAIZHOU YADONG
BUILDING MATERIAL
CO., LTD.
Chairman L.H. Fang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
President H.He *USD
0


0.00
Director G.J. Shen
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Director D.M. Yi
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Supervisor M. Zhang
(Oriental Holdings Co., Ltd.
Representative)
*USD
16,000


100.00
Ruichang Yadong New
Material Co., Ltd.
Chairman L.H. Fang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
2,000


100.00
President J.B. Yu *RMB
0


0.00
Director W.T. Chang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
2,000


100.00
Director W.Y. Wang
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
2,000


100.00
Supervisor B. Dai
(Jiangxi Yadong Cement Co., Ltd.
Representative)
*RMB
2,000


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


100.00
President X.M. Guo *RMB
0


0.00

-165-

Company Name Title Name or Representative Shareholding Shareholding

Shares

%
Director J.S. Lee
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Director C. Liu
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
Supervisor Y.P. Xie
(Sichuan Lanfeng Cement Co.,
Ltd. Representative)
*RMB
20,000


100.00
SICHUAN LANFENG
CEMENT CO., LTD.
Chairman L. Tian
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
President X.M. Guo *RMB
0


0.00
Director J.S. Lee
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Director C. Liu
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
Supervisor Y.P. Xie
(Sichuan Yadong Cement Co., Ltd.
Representative)
*RMB
600,000


100.00
HUBEI YALI
TRANSPORT CO., LTD.
Chairman J.B. Yu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


100.00
President
H.Q. Zhang
*RMB
0


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


100.00
Director
B.Y. Zhao
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
13,000


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


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


90.00
President
W.Y. Liu
*RMB
0


0.00
Director X.L. Yu
(Hubei Yadong Cement Co., Ltd.
Representative)
*RMB
81,000


90.00
Director
C.C. Cheng
*RMB
9,000


10.00
Supervisor C.H. He
(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.

-166-

8.5 Operating Condition of Affiliated Companies

8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies 8.5 Operating Condition of Affiliated Companies
Unit: NT$1,000
Book closure date: 31 December 2019
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 1,827,649
414,647

1,413,002
1,082,244 97,625 213,189
7.21
2 YUAN LONG STAINLESS
STEEL CORP.
2,000,000 5,767,420
3,963,111
1,804,309 5,438,907 84,752 1,347 0.01
3 SUNRISE INDUSTRIAL
HOLDINGS LTD.
2,909 131,287
76,365
54,922 0 (96) 3,038 33.75
4 NAN HWA CEMENT CORP. 261,440 746,513
484,983

261,530

375,711
20,873 52,531 2.01
5 ASIA ENGINEERING
ENTERPRISE CORP.
81,144 350,356
164,798

185,558

71,586
10,410 59,946 7.39
6 ASIA CEMENT (CHINA)
HOLDINGS CO.
634,911 92,909,406
31,640,052
61,269,354 0 (512,748) 14,106,889 9.08
7 ASIA CEMENT (SINGAPORE)
PTE. LTD.
250,425 5,074,964
931,295

4,143,669
821,802
(35,512)
693,709
66.07
8 DER CHING INVESTMENT
CORP.
5,956,218 20,198,633
6,541,067
13,657,566 333,742
330,583

1,262,905
2.12
9 YA LI TRANSPORTATION
CORP.
100,000 497,048
17,883
479,165
179,498

(2,463)
22,796 2.28
10 YA LI PRECAST AND
PRESTRESSED CONCRETE
INDUSTRIES CORP.
193,776 329,681
239,484

90,197
176,332
7,110
1,040 0.05
11 YA TUNG READY-MIXED
CONCRETE CORP.
1,590,750 5,130,833
3,329,063
1,801,770 9,072,752 312,414
146,801

0.92
12 ASIA INVESTMENT CORP. 2,220,396 10,232,880
6,976,681
3,256,199 289,257
288,423

977,016

4.40
13 CHIAHUI POWER CORP. 4,700,000 16,863,247
7,241,999
9,621,248 7,115,116 1,382,268 1,097,061 2.33
14 FU DA TRANSPORTATION
CO., LTD.
279,279 1,262,659
521,049

741,610

881,218

87,835
109,850
3.93
15 PERFECT INDUSTRIAL
HOLDINGS PTE. LTD.
290,905 74,365,545
0
74,365,545 0 (80) 15,638,825 1,609.01
16 ORIENTAL CONCRETE PTE.
LTD.
377,230 261,152
908

260,244

12,440
4,947 3,400 0.20
17 FU SHAN MINERAL STONE
CO.,LTD.
13,000 77,478
49,617
27,861 1,897 (6,357) (6,936) (5.34)
18 KOWLOON CEMENT CORP.
LTD.
93,150 929,482
18,964
910,518
12,070
(4,748) 40,881 17.77
19 AC MEGA INVESTMENT
LTD.
828,313 774,004
0
774,004
1,787
1,635 86,138 3.11
20 AC LEAP INVESTMENT
LTD.
846,224 855,589
0
855,589
1,787
1,635 100,918
3.57
21 AC MEGA II INVESTMENT
LTD.
289,050 281,337
0
281,337
0
(85) 46,877 4.69
22 AC MEGA III INVESTMENT
LTD.
289,050 319,223
0
319,223
0
(85) 52,787 5.28

-167-

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.
780,510 888,698
0
888,698
1,787
1,638 106,605
4.08
24 YA LI PRECAST CONCRETE
INDIA PVT. LTD.
8,338 4,927
3,011
1,916 0 (219) (219) Note 1
25 ASIA ORIENTAL (GUAM)
L.L.C
242,046 68,628
18
68,610 804
(893)
(43,552) Note 1
26 PT YATUNG CONCRETE
INTERNATIONAL CORP.
62,060 211,374
142,092

69,282
116,547 (46,897) (72,481) Note 1
27 YATUNG VIETNAM CO., LTD. 201,823 338,251
47,005
291,246
130,085

2,500
7,838 Note 1
28 YA SING READY-MIXED
CONCRETE CORP.
100,000 269,305
143,912

125,393

720,312

42,125
27,530 2.75
29 ASIA CEMENT EXPLORER
INVESTMENT LTD.
623,340 442,420
0
442,420
0
(89) 14,774 0.71
30 ASIA CEMENT PIONEER
INVESTMENT LTD.
2,100,779 2,121,134
56,808
2,064,326 0 (89) 306,888
4.48
31 ASIA CEMENT PIONEER
II INVESTMENT LTD.
833,410 891,935
0
891,935
0
(85) 101,257
3.62
32 ASIA CEMENT PIONEER
III INVESTMENT LTD.
578,325 542,204
0
542,204
0
(85) 36,662 1.88
33 ASIA CEMENT PIONEER
IV INVESTMENT LTD.
575,538 588,459
0
588,459
0
(85) 48,009 2.53
34 ASIA CONTINENT
INVESTMENT HOLDINGS
PTE. LTD.
8,645,188 21,926,906
93
21,926,813 0 (151) 5,472,063 16.50
35 ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
25,073,666 52,420,077
142

52,419,935
0 (324) 9,991,482 14.26
36 KOWLOON CONCRETE CORP.
LTD.
38 138,999
410

138,589

2,852
(663) 13,198 1,319.76
37 JOIN FORTUNE TRADING
LTD.
88,372 36,282
17,325
18,957 0 (99) 584
0.20
38 ASIA ORINTAL
CONCRETE,LLC
347,188 191,177
178,188

12,989
188,063
(62,093)
(66,247) Note 1
39 JIANGXI YADONG CEMENT
CO., LTD.
10,658,193 30,117,749
4,322,780
25,794,969 23,344,232 8,290,223 6,675,264 Note 1
40 HUANGGANG YADONG
CEMENT CO., LTD.
2,579,068 6,046,607
593,413

5,453,194
3,754,736 1,476,295 1,191,577 Note 1
41 WUHAN YADONG CEMENT
CO., LTD.
1,081,670 2,947,858
334,690

2,613,168
1,652,541 46,766 130,126
Note 1
42 ORIENTAL HOLDINGS CO.,
LTD.
3,903,082 12,389,715
8,250
12,381,465 0 (676) 1,730,872 Note 1
43 CHENGDU YA LI CEMENT
PRODUCTS CO., LTD.
122,713 432,973
79,986
352,987
465,699

32,364
63,381 Note 1
44 SHANGHAI YALI CEMENT
PRODUCTS CO., LTD.
448,950 262,643
200,640

62,003
37,712 (15,057) 63,986 Note 1
45 SICHUAN YALI CONCRETE
PRODUCE CO., LTD.
98,769 837,133
606,879

230,254

1,323,776
135,524
79,571
Note 1

-168-

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 TRANSPORT
CO., LTD.
104,755 219,717
33,473
186,244
346,637

15,020
18,323 Note 1
47 YANGZHOU YADONG
CEMENT CO., LTD.
1,063,413 2,250,627
357,114
1,893,513 4,078,292 357,732
226,061

Note 1
48 SICHUAN YADONG CEMENT
CO., LTD.
11,024,416 24,155,190
1,667,157
22,488,033 9,998,218 3,728,794 5,671,266 Note 1
49 HUBEI YADONG CEMENT
CO., LTD.
4,633,164 12,389,945
1,157,575
11,232,370 7,452,467 2,214,273 1,930,247 Note 1
50 RUICHANG YADONG NEW
MATERIAL CO., LTD.
8,581 321,015
107,909

213,106

389,316

284,687

213,741

Note 1
51 NANCHANG YALI CONCRETE
PRODUCE LTD.
257,419 827,186
122,826

704,360

756,225

57,858
(29,379) Note 1
52 JIANGXI YALI TRANSPORT
CO., LTD.
53,629 232,954
75,225
157,729
368,861

37,972
28,680 Note 1
53 NANCHANG YADONG
CEMENT CO., LTD.
386,128 882,611
154,880

727,731

1,319,721
78,909 69,883 Note 1
54 WUHAN YALI CEMENT
PRODUCTS CO., LTD.
257,419 548,026
160,476

387,550

843,423

101,453

103,702

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

478,880
1,026,493
493,388

533,105

1,459,198
83,177 58,875 Note 1
56 SICHUAN LANFENG
BUILDING MATERIALS CO.,
LTD.
85,806 54,416
143,879

(89,463)
0 (1,992) (2,254) Note 1
57 SICHUAN LANFENG CEMENT
CO., LTD.
2,574,190 8,135,637
1,682,006
6,453,631 6,990,157 3,061,142 2,550,570 Note 1
58 HUBEI YALI TRANSPORT CO.,
LTD.
55,774 91,286
11,939
79,347 109,194
568

501

Note 1
59 WUHAN YAXIN CEMENT
CORP. LTD.
386,128 1,870,672
251,454

1,619,218
1,783,301 232,266
202,157

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 2019( USD:29.93;SGD:22.19;RMB:4.290316; HKD:3.819;INR:0.42;VND:0.001293;IDR:0.002153 ); the data in Income Statement are converted according to the 2019 average exchange rate ( USD : 30.9119 ; SGD : 22.6642 ; RMB : 4.483617 ; HKD : 3.9449 ; INR : 0.4387 ; VND : 0.00134 ; IDR : 0.002188 ).

  • 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 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.

-169-

==> picture [200 x 64] intentionally omitted <==

Asia Cement Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 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, 2019 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 25, 2020

  • 1 -

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, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

  • 2 -

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Estimated Impairment of Trade Receivables

The estimated provision for impairment of trade receivables is based on the assumptions of defaults and expected loss rates. The assumptions and selection of inputs for impairment calculation are based on the Group’s historical experience, existing market conditions as well as forward looking estimates. When the actual future cash flows are less than expected, a material impairment loss may arise, refer to Notes 5 and 13 to the consolidated financial statements. Because key assumptions and inputs used for measuring expected credit losses on trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables as one of the key audit matters.

The corresponding audit procedures that we performed for the estimated impairment of trade receivables are as follows:

  1. We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.

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

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

  4. For the estimated impairment of accounts receivable, we evaluated the adequacy of management’s provision for impairment based on customers’ past default experience, current financial position, any collateral pledged, existing market conditions as well as forward looking estimates.

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 18 to the consolidated financial statements. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures that we performed for the fair value measurement of investment properties are as follows:

  1. We assessed the professional competence and independence of the appraiser engaged by management and we obtained an understanding of the appraiser’s scope of work and process of engagement to confirm that no circumstances affect the appraiser’s independence and limit the scope of his work.

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

  3. 3 -

  4. We sample-tested items from management’s supporting documents, which include the effective gross income, expenses, and property rights of land and buildings to verify the valuation process used by management and recalculated the fair value of investment properties to assess the reasonableness of management’s calculation.

Other Matter

The financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using equity method, were audited by other auditors as of December 31, 2019 and 2018. 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, 2019 and 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$12,024,837 thousand and NT$10,217,370 thousand, respectively, both representing 4% of the consolidated total assets. For the years ended December 31, 2019 and 2018, the share of profit or loss of CSCGL was NT$2,211,559 thousand and NT$376,557 thousand, respectively, representing 8% and 2%, respectively, of the consolidated profit before income tax.

We have also audited the parent company only financial statements of Asia Cement Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion with other matter paragraph.

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.

  • 4 -

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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.

  • 5 -

The engagement partners on the audit resulting in this independent auditors’ report are Tai, Xin Wei and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China March 25, 2020

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.

  • 6 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 37)
Financial assets at fair value through profit or loss - current (Notes 7 and 36)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 38)
Financial assets at amortized cost - current (Notes 6, 9, 36 and 38)
Contract assets - current (Notes 31 and 37)
Notes receivable
Third parties
Trade receivables
Third parties (Notes 10 and 11)
Related parties (Notes 10 and 37)
Other receivables (Notes 12 and 37)
Current tax assets (Note 33)
Inventories (Note 13)
Prepayments (Notes 21 and 37)
Other current assets (Note 22)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 15, 37 and 38)
Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 38)
Financial assets at amortized cost - non-current (Notes 6, 9, 37 and 38)
Property, plant and equipment (Notes 16 and 38)
Right-of-use assets (Notes 17 and 37)
Investment properties (Notes 18 and 38)
Intangible assets (Notes 19 and 20)
Deferred tax assets (Note 33)
Lease receivables - non-current (Note 11)
Finance lease receivables - non-current (Note 11)
Long-term prepayments for leases (Note 21)
Other non-current assets (Notes 22 ,29 and 37)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 23 and 37)
Short-term bills payable (Note 24)
Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Notes 31 and 37)
Accounts payable and accrued expenses
Third parties (Note 20)
Related parties (Note 37)
Dividends and bonuses payable
Other payables - others (Note 25)
Current tax liabilities (Note 33)
Provisions - current (Note 28)
Lease liabilities - current (Note 17)
Deferred revenue - current (Note 27)
Current portion of long-term liabilities (Notes 26 and 37)
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 26)
Long-term borrowings (Notes 26 and 37)
Provisions - non-current (Notes 22, 28 and 39)
Lease liabilities - non-current (Note 17)
Deferred tax liabilities (Note 33)
Net defined benefit liabilities - non-current (Note 29)
Deferred revenue - non-current (Note 27)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 30)
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 30)
Total equity
TOTAL
2019
Amount
%
$ 24,735,495
8
4,728,223
2
3,978,366
1
23,016,985
8
68,412
-
11,159,687
4
10,159,263
3
803,340
-
481,800
-
6,785
-
7,789,794
3
1,812,789
1

501,127

-

89,242,066

30
84,412,240
28
11,692,138
4
36,064
-
50,681,281
17
5,080,287
2
36,176,439
12
7,000,317
2
474,929
-
-
-
8,170,867
3
-
-

4,311,884

2
208,036,446

70
$ 297,278,512
100
$ 23,811,603
8
18,932,294
6
112,070
-
987,496
-
13,266,966
5
256,803
-
230,151
-
312,069
-
2,957,672
1
50,661
-
190,607
-
75,912
-

13,151,315

5

74,335,619

25
19,280,807
7
20,820,990
7
715,432
-
1,264,765
1
9,991,422
3
164,208
-
847,893
-

408,338

-

53,493,855

18
127,829,474

43

33,614,472

11

1,456,054

-
16,727,089
6
64,463,426
22

27,373,840

9
108,564,355

37

2,432,477

1
146,067,358
49

23,381,680

8
169,449,038

57
$ 297,278,512
100
2018





















































































Amount
%
$ 14,929,411
5
9,046,583
3
3,800,923
2
14,322,874
5
147,528
-
12,928,203
5
9,251,854
3
976,266
-
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

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

(With Deloitte & Touche auditors’ report dated March 25, 2020)

  • 7 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 31 and 37)

OPERATING COSTS (Notes 13, 31 and 37)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Administrative expenses (Notes 32 and 37)
Expected credit loss (Note 10)

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 32)
Other gains and losses (Note 32)
Finance costs (Note 32)
Share of profit of associates and joint ventures

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 33)

NET INCOME FOR THE YEAR
2019
Amount
%
$ 89,347,637 100

63,746,928
71

25,600,709 29
14,392
-

-

-


25,586,317
29

3,332,110
4

191,031

-


3,523,141

4


22,063,176
25

1,998,600
2
661,654
1
(1,820,623) (2)

5,490,375

6


6,330,006

7

28,393,182 32

6,149,229

7


22,243,953
25
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
(Continued)
  • 8 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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
Cash flow hedges
Share of other comprehensive (loss) income of
associates and joint ventures


Other comprehensive (loss) 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 34)
Basic
Diluted
2019
Amount
%
$ 1,193,292
1
486,711
1

1,778,252

2


3,458,255

4

(2,635,629) (3)
-
-

(1,439,930)
(2)


(4,075,559)
(5)


(617,304)
(1)

$ 21,626,649
24

$ 17,459,673 20

4,784,280

5

$ 22,243,953
25

$ 17,652,536 20

3,974,113

4

$ 21,626,649
24

$ 5.56
$ 5.25
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




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

(With Deloitte & Touche auditors’ report dated March 25, 2020)

(Concluded)

  • 9 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
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
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income by associates
Other changes in equity from investments in
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2018
Effect of retrospective application and
retrospective restatement

BALANCE AT JANUARY 1, 2019 AS
RESTATED
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - $2.8 per share
Changes in capital surplus from investments in
associates accounted for using equity method
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year
ended December 31, 2019, net of income tax
Cash dividends distributed by subsidiaries
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income by associates
Other changes in equity from investments in
associates accounted for using equity method

BALANCE AT DECEMBER 31, 2019
Equity Attributable to O wne **rs of the Corporation ** Non-controlling
Total
Interests
$ 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

(143,100)

(4)

137,749,126
21,156,116
-
-
-
-
(9,412,052 )
-
93,500
-
17,459,673
4,784,280
192,863
(810,167 )
-
(1,748,520 )
-
-

(15,752)

(29)

$ 146,067,358
$ 23,381,680
Total Equity
$ 147,303,528
-
-
(4,033,736 )
185,411
8,451
14,889,197
1,436,173
(723,504 )
-

(17,174)
159,048,346

(143,104)
158,905,242
-
-
(9,412,052 )
93,500
22,243,953
(617,304 )
(1,748,520 )
-

(15,781)
$ 169,449,038
Share Capital Issued
Amount
Capital Surplus
$ 33,614,472
$ 1,168,692

-
-
-
-
-
-
-
185,411
-
8,451
-
-
-
-
-
-
-
-

-

-

33,614,472
1,362,554

-

-

33,614,472
1,362,554
-
-
-
-
-
-
-
93,500
-
-
-
-
-
-
-
-

-

-

$ 33,614,472
$ 1,456,054
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

(143,100)

15,615,380
63,945,145
20,215,361
1,111,709
-
(1,111,709 )
-
518,281
(518,281 )
-
-
(9,412,052 )
-
-
-
-
-
17,459,673
-
-
676,889
-
-
-
-
-
79,711

-

-

(15,752)

$ 16,727,089
$ 64,463,426
$ 27,373,840
Other Equity Total Other
Equity
$ (1,754,978 )

-
-
-
-
-
-
1,342,495
-
3,408,697

-

2,996,214

-

2,996,214
-
-
-
-
-
(484,026 )
-
(79,711 )

-

$ 2,432,477




Exchange
Differences on
Unrealized Gain
(Loss) on
Translating the
Financial
Financial Assets at
Fair Value
Statements of
Through Other
Foreign
Comprehensive
Operations
Income
$ (2,638,153 )
$ 516,962

-
-
-
-
-
-
-
-
-
-
-
-
(3,211 )
1,343,257
-
-
-
3,408,697

-

-

(2,641,364 )
5,268,916

-

-

(2,641,364 )
5,268,916
-
-
-
-
-
-
-
-
-
-
(3,271,837 )
2,719,118
-
-
-
(79,711 )

-

-

$ (5,913,201)
$ 7,908,323
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
77,486
-
-

-

$ 385,214
Cash Flow
Hedges
$ 58,485

-
-
-
-
-
-
2,449
-
-

-

60,934

-

60,934
-
-
-
-
-
(8,793 )
-
-

-

$ 52,141









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 25, 2020)

  • 10 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of loss of associates and joint ventures
Depreciation expenses
Finance costs
Amortization expenses
Net (gain) loss on fair value changes of financial assets and
liabilities designated as at fair value through profit or loss
Interest income
Dividend income
Gain on disposal of financial assets
Unrealized gain on foreign exchange
Gain on changes in fair value of investment properties
Expected credit loss recognized on trade receivables
(Reversal of) write-downs of inventories
Loss on disposal of property, plant and equipment
Loss on disposal of investments accounted for using equity method
Impairment loss recognized on investments accounted for using
equity method
Impairment loss recognized on goodwill
Impairment loss on property, plant and equipment
Gain on disposal of subsidiaries
Effect of changes in exchange rate of bonds payable
Other items
Changes in operating assets and liabilities
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
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interests received
Dividends received
2019
$ 28,393,182
(5,490,375)
4,827,418
1,820,623
1,292,725
(1,129,040)
(1,126,001)
(761,309)
(365,192)
(295,492)
(197,647)
191,031
(18,619)
44,225

5,761
-
-
-
-
-
-
5,660,259
79,116
1,351,524
273,510
1,769,088
1,857,463
(408,758)
(34,246)
256,481
697,124
35,916
(5,682)

(75,912)

38,647,173
1,161,528
4,062,869
2018
$ 20,370,118

(4,144,156)

4,649,561

1,673,185

269,631

256,294

(370,571)

(770,314)

(251,859)

(15,575)

(98,015)

142,553

315,353

33,455

-

200,245

630,631

51,888

(40,440)

300

(755)

(3,051,110)

(44,533)

(4,805,502)

525,258

(487,332)

(3,566,055)

(31,307)

(74,718)

(20,934)

806,044

176,021

(12,254)

(68,085)

12,247,022

254,393

3,172,662
(Continued)
  • 11 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Interests paid

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Payments for property, plant and equipment
Acquisition of associates
Decrease (increase) in refundable deposits
Purchase of financial assets at fair value through other comprehensive
income
Increase in long-term prepayments for investment
Net cash inflow on disposal of associates
Payments for intangible assets
Proceeds from disposal of property, plant and equipment
Payments for investment properties
Decrease in other non-current assets
Net cash inflow on disposal of subsidiaries

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Dividends paid
Repayments of bonds
Dividends paid to non-controlling interests
(Decrease) increase in short-term borrowings
Increase in short-term bills payable
Repayment of the principal portion of lease liabilities
Increase (decrease) in other non-current liabilities
(Decrease) increase 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
2019
$ (1,803,500)

(4,796,169)


37,271,901

(8,715,533)
(3,754,851)
(3,326,114)
596,780
(275,281)
(11,224)
63,008
(58,941)
37,708
(27,224)
5,300

-

(15,466,372)

(92,064,122)
86,653,202
10,000,000
(9,412,164)
(4,000,000)
(1,748,520)
(704,248)
369,075
(267,792)
21,680

(10,073)

(11,162,962)


(836,483)
2018
$ (1,658,691)

(3,304,318)

10,711,068

(9,537,968)

(4,274,600)

(123,120)

(9,678)

(556,016)

(83,721)

-

(13,037)

90,395

(1,269)

1,559

48,391
(14,459,064)
(30,396,615)

34,819,996

6,574,843

(4,033,715)

(4,089,430)

(723,504)

6,445,333

2,439,125

-

(59,096)

14,691

10,991,628

(53,713)
(Continued)
  • 12 -

ASIA CEMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

2019
NET INCREASE IN CASH AND CASH EQUIVALENTS
$ 9,806,084
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

14,929,411

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 24,735,495

The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 25, 2020)
2018
$ 7,189,919

7,739,492
$ 14,929,411
(Concluded)
  • 13 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ASIA CEMENT CORPORATION AND SUBSIDIARIES

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s 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, 2019, the issued and outstanding GDSs aggregated 17,049 units, representing 170,487 shares of the Corporation.

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

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors and authorized for issue on March 25, 2020.

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), IFRIC Interpretations (IFRIC), and SIC Interpretations (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:

IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

  • 14 -

The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents 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 are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. 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 were classified within operating activities on the consolidated statements of cash flows.

The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients:

  • 1) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.

The lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.06%-3.79%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases and low-value assets leases

Less: Adjustments relating to changes in the index or rate affecting variable
payments


Undiscounted amounts on January 1, 2019

Lease liabilities recognized on January 1, 2019
$ 3,765,752
(217,813)
(1,786,274)
$ 1,761,665
$ 1,260,607
  • 15 -

The Group as lessor

The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

As Originally
Stated on
January 1, 2019
Lease receivables - current
$ 672,230
Lease receivables - non-current

8,894,355
Finance lease receivables - current

-
Finance lease receivables - non-current

-
Prepayments

1,684,612
Prepayments for leases - non-current

3,779,353
Right-of-use assets

-
Investments accounted for using equity
method

78,846,276

Total effect on assets
$ 93,876,826

Lease liabilities - current
$ -
Lease liabilities - non-current

-

Total effect on liabilities
$ -

Retained earnings
$ 99,918,986
Non-controlling interests

21,156,120

Total effect on equity
$ 121,075,106
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$ (672,230) $ -

(8,894,355)
-

672,230
672,230

8,894,355
8,894,355

(126,825)
1,557,787

(3,779,353)
-

5,166,785
5,166,785

(143,104)

78,703,172
$ 1,117,503
$ 94,994,329
$ 199,578 $ 199,578

1,061,029

1,061,029
$ 1,260,607
$ 1,260,607
$ (143,100) $ 99,775,886

(4)

21,156,116
$ (143,104)
$ 120,932,002
  • b. The IFRSs endorsed by the FSC for application starting from 2020

Effective Date New IFRSs Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 1) Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark January 1, 2020 (Note 2) Reform” Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

  • 16 -

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.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
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 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2021
January 1, 2022

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

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.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments, investment properties which are measured at fair value, and net defined benefit assets (liabilities) which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • 17 -

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within 12 months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

  • b. Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

Ya Li Precast and Prestressed Concrete Industries Corp., Asia Engineering Enterprise Corp. and Ya Li Precast Concrete India Pvt. Ltd. engage in construction related businesses, which have operating cycles of over one year. The assets and liabilities of the aforementioned companies related to the construction contracts are classified as current or non-current according to the length of their operating cycles.

Basis of Consolidation

Principles for preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).

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.

  • 18 -

Refer to Note 14, 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.

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.

  • 19 -

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.

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 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 share method if there are reciprocal holdings between investors and investees. The reciprocally held shares of the Group are treated as treasury shares and are deducted from the outstanding shares in computing basic earnings per share.

  • 20 -

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.

Freehold 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.

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.

  • 21 -

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.

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.

  • 22 -

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a. Measurement category

Financial assets are classified into the following categories: Financial assets at 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 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 36.

  • 2) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • a) The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and

  • b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables, other receivables and debt instruments at amortized cost, are measured at amortized cost, which is the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset.

Cash equivalents include time deposits, bonds sold under repurchase agreements and commercial papers with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • 3) Investments in equity instruments at FVTOCI

On initial recognition, the 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.

  • 23 -

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.

  • b. Impairment of financial assets

The Group recognizes a loss allowance for expected credit loss (ECLs) on financial assets at amortized cost (including trade receivables) as well as finance lease receivables at the end of each reporting period.

The Group always recognizes lifetime ECLs for trade receivables. For all other financial instruments and finance lease receivables, the Group recognizes lifetime ECLs when there has been 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 measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

ECLs reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible 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.

  • c. Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset 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 an equity instrument at FVTOCI, 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, and any interest paid on such financial liabilities is recognized in finance costs; any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 36.

  • 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.

  • 24 -

Convertible bonds

The component parts of 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 cross-currency swap contracts to manage its exposure to interest rate and foreign exchange rate risks.

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.

Revenue Recognition

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.

  • 25 -

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 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 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.

Leases

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

For a contract that contains a lease component and non-lease components, the Group allocates the consideration in the contract to each component on the basis of the relative stand-alone price and accounts for each component separately.

  • a. The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Under finance leases, the lease payments comprise fixed payments, variable lease payments which depend on an index or a rate, and residual value guarantees. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.

Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.

  • 26 -

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

b. The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

2018

Leases are classified as finance leases whenever the terms of a 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.

  • 27 -

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.

  • b. The Group as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  • c. Leasehold land for own use

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The minimum lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.

If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

Government Grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

Employee Benefits

  • a. Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related 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.

  • 28 -

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 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.

  • 29 -

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

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 10.

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 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 18.

  • 30 -

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


2019
$ 7,579,735
4,070
746
15,689,128

1,461,816

$ 24,735,495
2018
$ 6,003,398

3,706

3,843

8,745,170

173,294
$ 14,929,411

The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:

Time deposits
Repurchase agreements collateralized by bonds
**December 31 **
2019
2018
0.52%-5.50%
1.00%-4.80%
0.45%-2.36%
0.52%-2.52%

As of December 31, 2019 and 2018, the Group’s bank deposits in the amounts of $419,742 thousand and $169,139 thousand, respectively, are restricted as collaterals for bank loans and 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 $22,633,007 thousand and $14,168,377 thousand, respectively, are also classified as financial assets at amortized cost in the balance sheets as of December 31, 2019 and 2018. Refer to Note 9.

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Beneficiary certificates

Listed shares


Financial liabilities at FVTPL
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Bond options (Note 26)

Cross-currency swap contracts

December 31 December 31





2019
$ 1,253,617

3,474,606

$ 4,728,223

$ 81,724

30,346

$ 112,070
2018
$ 5,543,595

3,502,988
$ 9,046,583
$ 223,501

44,717
$ 268,218
  • 31 -

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. As of December 31, 2019 and 2018, outstanding cross-currency swap contracts not under hedge accounting were as follows:

Notional Amounts Range of Interest Range of Interest
(In Thousands) Maturity Date Rates Paid Rates Received
US$215,000 2021.09.15 - 2.68%-2.80%

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

December 31

Domestic investments
Listed shares

Unlisted shares


Foreign investments

Listed shares

Unlisted shares



2019
Current
Non-current
$ 3,765,869 $ 9,472,552

-

1,614,601


3,765,869

11,087,153


212,497
-

-

604,985


212,497

604,985

$ 3,978,366
$ 11,692,138
2018 2018








Current
$ 3,765,869

-


3,765,869


212,497

-


212,497

$ 3,978,366






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.

  • b. The board of directors of China Shanshui Cement Group Limited (CSCGL) announced on April 16, 2015 that the percentage of CSCGL’s securities held by the public fell 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 originally held 22.50% equity interest in CSCGL but the shareholding was reduced to 17.46% after the subscription mentioned above. However, Mrs. Wu Ling-Ling, the Corporation’s chief financial officer, was elected to be the executive director of CSCGL on 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 held 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 the equity method at the closing price of the Exchange on October 31, 2018. Refer to Note 15.

  • 32 -

  • c. Asia Cement Pioneer Investment Ltd. (ACP) acquired the shares of Cementon Micronesia LLC for US$3,900 thousand in September 2010. As of December 31, 2019, 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 38 for information relating to financial assets at fair value through other comprehensive income pledged as collaterals.

9. FINANCIAL ASSETS AT AMORTIZED COST

Time deposits with original maturities of more than 3 months

Restricted assets


Current

Non-current
**December 31 ** **December 31 **




2019
$ 22,633,307

419,742

$ 23,053,049

$ 23,016,985

$ 36,064
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.

Refer to Note 38 for information relating to financial assets at amortized cost pledged as collaterals.

10. TRADE RECEIVABLES

At amortized cost
Trade receivables - sales

Finance lease receivable - current (Note 11)
Construction receivable
Operating lease receivable
Less: Allowance for impairment loss - sales
Less: Allowance for impairment loss - construction

2019
$ 11,145,513
723,487
114,242
23,119
(1,042,840)

(918)

$ 10,962,603
2018
$ 10,322,875

672,230

105,262

12,438

(884,685)

-
$ 10,228,120

Trade Receivables - Sales

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 obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

  • 33 -

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, 2019


Gross carrying amount

Loss allowance (lifetime ECLs)


Amortized cost

December 31, 2018

Gross carrying amount

Loss allowance (lifetime ECLs)


Amortized cost
Less than 90
Days
91 to 180 Days
$ 6,690,351 $ 2,202,629

(51,582)

(79,468)

$ 6,638,769
$ 2,123,161

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
$ 885,134 $ 1,367,399

(112,300)

(799,490)

$ 772,834
$ 567,909

181 to 365
Days
Over 366 Days
$ 553,258 $ 1,310,069

(119,917)

(582,387)

$ 433,341
$ 727,682
Total
$ 11,145,513
(1,042,840)

$ 10,102,673

Total
$ 10,322,875

(884,685)
$ 9,438,190

The above aging schedule was based on the invoice date.

The movements of the loss allowance of trade receivables were as follows:


Balance at January 1

Add: Impairment losses recognized on receivables

Add: Amounts recovered from the prior year write-offs

Less: Amounts written off

Effect of foreign currency exchange differences


Balance at December 31
2019
$ 884,685


191,031

32,035

(21,687)
(42,306)

$ 1,043,758
2018
$ 761,114
142,553
2,318

(6,845)

(14,455)
$ 884,685
  • 34 -

11. FINANCE LEASE RECEIVABLES

2019
Undiscounted lease payments
Year 1

Year 2
Year 3
Year 4
Year 5
Year 6 onwards

Less: Unearned finance income

Net investment in leases presented as finance lease receivables

Current

Non-current


2018
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

Lease receivables
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,
2019
$ 1,401,682
1,401,682
1,401,682
1,401,682
1,401,682

5,606,728
12,615,138

(3,720,784)
$ 8,894,354
$ 723,487

8,170,867
$ 8,894,354
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
  • 35 -

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. Because the nature of the agreement is considered as conveyance of rights to use asset, the agreement is regarded as finance lease.

The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs. As of December 31, 2019, no finance lease receivable was past due. The Group has not recognized a loss allowance for finance lease receivables after taking into consideration the historical default experience and the future prospects of the industries in which the lessees operate.

12. 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 this 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 contracts with FEPHL and FEDSBVI.

YDES’s board of directors resolved to issue new shares for cash on February 18, 2019 and June 30, 2019, respectively. After the capital increase, YDES’s registered capital increased to RMB1,763,425 thousand. ACCHC subscribed for cash capital increase of YDES through Oriental Holdings Co., Ltd., its indirect subsidiary, for RMB714,190 thousand. The investment was accounted for using equity method. Refer to Note 15.

As of December 31, 2018, ACCHC agreed to grant one-year interest-free credit 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’s 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. As of December 31, 2019, the loans receivable have been fully recovered.

  • 36 -

13. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials
Supplies

December 31


2019
$ 2,597,488

928,473
2,236,836
2,026,997

$ 7,789,794
2018
$ 3,095,204
1,176,038
3,519,927

2,013,107
$ 9,804,276

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 was $56,533,839 thousand and $54,480,379 thousand, respectively. The cost of goods sold included reversals of inventory write-downs of $18,619 thousand and inventory write-downs of $315,353 thousand.

14. 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)
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) LLC (AOG)
AOG
Asia Oriental Concrete, LLC (AOC)
FMT
Fu Da Transportation Corp. (FDT)
AEE
ACCHC
AIC
CHP
DCI
NHC
FMT
FSMS
FDT
YSRMC
Proportion of Ownership
and Voting Rights
December 31
2019
2018
Remark
99.99
99.99
99.99
99.99
99.94
99.94
59.59
59.59
Note 1
99.96
99.96
67.73
67.73
Note 1
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
Note 6
100.00
100.00
Note 6
100.00
100.00
100.00
100.00
100.00
100.00
Note 6
69.93
69.93
100.00
100.00
99.00
99.00
Note 2
95.04
77.69
Note 5
71.70
64.50
Note 5
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
(Continued)
  • 37 -
Investor
Subsidiary
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)
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)
Ruichang Yadong New Material Co., Ltd. (RYNM)
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
2019
2018
Remark
0.07
0.07
-
-
100.00
100.00
Note 7
100.00
100.00
Note 7
100.00
100.00
Note 7
100.00
100.00
Note 7
100.00
100.00
Note 7
1.00
1.00
Note 2
99.99
99.99
4.96
22.31
Note 5
100.00
100.00
4.07
4.07
100.00
100.00
100.00
100.00
99.99
99.99
85.00
85.00
90.00
90.00
100.00
100.00
-
-
Note 3
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
100.00
-
Note 4
10.00
10.00
10.00
10.00
-
-
Note 3
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
-
-
Note 3
(Concluded)

Remarks:

Note 1: Subsidiaries that have material non-controlling interests. See Tables 7 and 8 for the information on the places of incorporation and principal places of business.

  • 38 -

  • Note 2: On October 30, 2018, YTRMC and YLPPC entered into an agreement to jointly establish PYCI and held 99% and 1% interests in PYCI, respectively. As of December 31, 2019, total investments accumulated amounted to US$2,000 thousand. PYCI manufactures and sells ready-mixed concrete.

  • Note 3: On July 26, 2018, the Group disposed of SHYFCP. The proceeds from disposal and net gain on disposal of subsidiary amounted to RMB29,421 thousand and RMB9,051 thousand, respectively.

  • Note 4: On January 29, 2019, JYDC established a 100% owned subsidiary, RYNM. As of December 31, 2019, accumulated investments amounted to RMB2,000 thousand. RYNM mainly manufactures new building materials products and construction waste.

  • Note 5: On December 2, 2019, YTRMC subscribed for additional new shares of AOC through AOG for US$2,000 at a percentage different from its existing ownership percentage, increasing its continuing interest in AOG from 77.69% to 95.04%. After the subscription, AOG’s interest in AOC increased from 64.5% to 71.7%. YLPPC’s percentage of ownership in AOG decreased from 22.31% to 4.96% accordingly since it did not participate in this subscription.

  • Note 6: In January 2019, the Corporation’s subsidiary, DCI, fully subscribed for cash capital increase of its subsidiaries, ACL, ACM and ACM II, for US$8,700 thousand, US$8,100 thousand and US$6,700 thousand, respectively.

  • Note 7: In December 2019, the Corporation’s subsidiary, AIC, fully subscribed for cash capital increase of its subsidiaries, ACE, ACP, ACP II, ACP III and ACP IV for US$9,500 thousand, US$2,000 thousand, US$9,500 thousand, US$9,500 thousand and US$9,500 thousand, respectively.

  • b. Subsidiaries excluded from the consolidated financial statements: None.

  • c. Details of subsidiaries that have material non-controlling interests

Name of Subsidiary
CHP

ACCHC

Name of Subsidiary
ACCHC

CHP
Others

Principal Place of Business
Refer to Table 7
Refer to Tables 7 and 8
Profit (Loss) Allocated to
Non-controlling Interests
For the Year Ended
December 31
2019
2018
$ 4,321,381 $ 3,443,947
443,213
352,011

19,686

(23,855)

$ 4,784,280
$ 3,772,103
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
2019
2018
$ 4,321,381 $ 3,443,947
443,213
352,011

19,686

(23,855)

$ 4,784,280
$ 3,772,103
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
December 31
2019
2018
40.40%
40.40%
28.00%
28.00%
Accumulated Non-controlling
Interests
December 31


2019
$ 4,321,381
443,213

19,686

$ 4,784,280



2019
$ 18,753,394

3,886,984

741,302

$ 23,381,680
2018
$ 16,698,351

3,728,503

729,266
$ 21,156,120
  • 39 -

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




Revenue

Profit for the year

Other comprehensive income (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
**December 31 ** **December 31 **
2019
2018
$ 3,143,217 $ 1,981,089
13,720,031
11,948,216
3,506,027
3,843,336

3,735,973

857,002
$ 9,621,248
$ 9,228,967
$ 5,734,264 $ 5,500,464

3,886,984

3,728,503
$ 9,621,248
$ 9,228,967
For the Year Ended December 31












2019

$ 7,115,116

$ 1,097,061

220

$ 1,097,281

$ 653,848

443,213

$ 1,097,061

$ 653,980

443,301

$ 1,097,281


$ 284,820
2018
$ 6,682,384
$ 871,315

(1,109)
$ 870,206
$ 519,304

352,011
$ 871,315
$ 518,643

351,563
$ 870,206
$ 284,860
  • 40 -

ACCHC and its 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

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
December 31 December 31
2019
2018
$ 54,137,126 $ 46,700,020
48,712,010
45,832,407
33,015,509
18,119,166

7,057,620

18,865,216
$ 62,776,007
$ 55,548,045
$ 44,022,613 $ 38,849,694
17,119,905
15,108,214

1,633,489

1,590,137
$ 62,776,007
$ 55,548,045
For the Year Ended December 31











2019
$ 56,622,141

$ 14,478,342

(2,606,473)

$ 11,871,869

$ 10,156,961
3,949,929

371,452

$ 14,478,342

$ 8,280,300
3,220,117

371,452

$ 11,871,869

$ 1,208,421

$ 248,835
2018
$ 51,612,506
$ 11,364,401

(898,139)
$ 10,466,262
$ 7,920,454

3,080,176

363,771
$ 11,364,401
$ 7,273,794

2,828,698

363,770
$ 10,466,262
$ 319,715
$ 116,017
  • 41 -

15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

Investments in joint ventures


a. Investments in associates
Material associates
Listed shares
FENC

U-Ming Marine Transport Corp. (U-Ming)
CSCGL


Associates that are not individually material
Unlisted shares
Yuan Ding Co., Ltd. (YDC)
Far Eastern Construction Co., Ltd. (FEC)
Yuan Ding Enterprise (Shanghai) (YDES)
Yue Yuan Investment Corp. (YYI)
Oriental Securities Corp. (OSC)
Yue Ding Enterprise Corp. (YDEC)
FEDS Development Ltd. (FEDSDL)
Yuan Ding Leasing Corp. (YDLC)
Drive Catalyst SPC - SP Tranche One (Catalyst Tranche One)
Drive Catalyst SPC - SP Tranche Three (Catalyst Tranche
Three)
Everstrong Iron & Steel Foundry Ltd. (EISF)
Hubei Zhongjian Yadong Concrete Co., Ltd. (HZYCCL)
Pao-Good Industry Co., Ltd. (PGIC)
Opas Fund Segregated Portfolio Company (OFSPC)
Drive Catalyst SPC (Catalyst)
Perez-Mtec-ACC, LLC (PMA)
Shih Hsin Storage & Transportation Co., Ltd. (SHSTC)


December 31 December 31


2019
2018
$ 83,943,246 $ 78,499,814

468,994

346,462
$ 84,412,240
$ 78,846,276
December 31






2019
$ 42,414,539
10,899,366

12,024,837


65,338,742

4,538,927
4,398,357
3,031,722
2,560,533
1,921,049
669,788
640,867
373,481

120,649
118,975
97,282
79,282
51,455
1,607
488
42

-


18,604,504

$ 83,943,246
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

-

99,473

74,013

60,232

1,610

493

43

70,937

14,683,215
$ 78,499,814
  • 42 -

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
YDES
YYI
OSC
YDEC
FEDSDL
YDLC
Catalyst Tranche One
Catalyst Tranche Three
EISF
HZYCCL
PGIC
OFSPC
Catalyst
PMA
SHSTC
December 31
2019
2018
25.74%
25.74%
41.41%
41.41%
17.46%
17.46%
49.99%
49.99%
33.76%
33.76%
40.00%
-
29.92%
29.92%
18.93%
18.93%
30.84%
30.84%
25.00%
25.00%
43.60%
43.60%
25.00%
25.00%
25.00%
-
48.73%
48.73%
40.00%
40.00%
31.00%
31.00%
33.00%
33.00%
33.00%
33.00%
33.00%
33.33%
-
28.91%

DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Catalyst Tranche One for US$4,000 thousand in December 2018. After the subscription, DCI owned 25% of the shares of Catalyst Tranche One.

DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Catalyst Tranche Three for US$4,000 thousand in October 2019. After the subscription, DCI owned 25% of the shares of Catalyst Tranche Three.

Due to the liquidation of SHSTC in 2019, DCI and NHC, the Corporation’s subsidiary, recovered its investments and recognized losses from disposal of $63,008 thousand and $5,761 thousand, respectively.

As described in Note 12, ACCHC, the Corporation’s subsidiary, subscribed for YDES’s cash capital increase for RMB714,190 thousand YDES’s new shares through its subsidiary OHC; after the subscription, ACCHC’s percentage of ownership in YDES was 40%.

As of December 31, 2019 and 2018, 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:
Name of Associate
FENC

U-Ming

CSCGL
December 31 December 31


2019
$ 41,124,212

$ 11,757,137

$ 8,855,602
2018
$ 38,437,706
$ 11,284,752
$ 6,241,835
  • 43 -

  • 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 (loss) income

Total comprehensive income for the year

Dividends received from FENC

U-Ming:
Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Unrealized gain or loss with associates
Other adjustments

Carrying amount
December 31 December 31
2019
2018
$ 31,823,888 $ 31,423,092
297,297,715 285,607,062
24,007,226
23,339,671
100,592,089

90,155,346
204,522,288 203,535,137
25.74%
25.74%
52,644,037
52,389,944

(10,229,498)

(9,185,268)
$ 42,414,539
$ 43,204,676
**For the Year Ended December 31 **




2019
2018
$ 46,477,960
$ 54,063,801
$ 10,732,669 $ 12,028,294

(186,100)

855,093
$ 10,546,569
$ 12,883,387
$ 2,479,866
$ 1,653,235
**December 31 **



2019
$ 2,225,116
49,594,962
11,281,141

13,694,378

26,844,559
41.41%
11,116,333
(87,524)

(129,443)

$ 10,899,366
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
  • 44 -

Operating revenue

Net profit for the year

Other comprehensive income

Total comprehensive income for the year

Dividends received from U-Ming

CSCGL and its subsidiaries:
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
Quarry Right

Carrying amount


Operating revenue

Net profit for the year

Other comprehensive income (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 **




2019
2018
$ 1,062,972
$ 1,080,444
$ 1,621,695
$ 1,668,840
1,118,819

2,007,257
$ 2,740,514
$ 3,676,097
$ 618,330
$ 419,898
**December 31 **
2019
2018
$ 26,673,504 $ 26,174,052
88,426,257
90,319,977
47,973,181
59,104,108
13,066,715
14,557,750

442,928

286,348
53,616,937
42,545,823
17.46%
17.46%
9,416,541
7,427,489
1,856,015
1,856,015

752,281

933,866
$ 12,024,837
$ 10,217,370
For the Year Ended December 31



2019
$ 96,302,852

$ 13,578,105

8,286

$ 13,586,391
2018
$ 80,162,793
$ 9,856,967

(1,082,166)
$ 8,774,801

As described in Note 8, the Group’s investments in CSCGL were reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method in 2018.

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 December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 687,961

365,142

$ 1,053,103
2018
$ 520,731

220,999
$ 741,730
  • 45 -

  • 4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 38.

  • b. Investments in joint ventures that are not individually material:

Investments in joint ventures that are not individually material:
Unlisted companies
Alliance Concrete Singapore Pte. Ltd. (Alliance)

Wuhan Asia Marine Transport Co., Ltd. (WAMTC)
Hubei Xinlongyuan Mining Co., Ltd. (HXMC)
Empire Success Corp. Ltd. (ESC)
Profit Enterprises Int’l Ltd. (PEI)

December 31


2019
$ 206,833

201,735
40,629
16,508
3,289

$ 468,994
2018
$ 107,842
195,115
24,020
17,371

2,114
$ 346,462

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
Alliance
WAMTC
HXMC
ESC
PEI
December 31
2019
2018
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 for the year

Other comprehensive income

Total comprehensive income for the year
**For the Year Ended ** **For the Year Ended ** **December 31 **


2019
$ 145,736

-

$ 145,736
2018
$ 19,089

-
$ 19,089

All the associates and joint ventures are accounted for using equity method.

For the years ended December 31, 2018, impairment loss on individually not material joint ventures amounted to $200,245 thousand, was recognized in profit or loss.

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.

  • 46 -

16. PROPERTY, PLANT AND EQUIPMENT

a. Assets used by the Group - 2019


Cost

Balance at January 1, 2019

Additions
Disposals
Transferred from supplies
Transferred to intangible
assets
Transferred from completed
construction
Transferred from
prepayments for leases
Effect of foreign currency
exchange differences

Balance at December 31,
2019


Accumulated depreciation
and impairment


Balance at January 1, 2019

Depreciation expense

Disposals

Transferred from supplies

Effect of foreign currency
exchange differences

Balance at December 31,
2019


Carrying amounts at
December 31, 2019
Land
$ 6,592,017

-
-
-
-
-
-

-


6,592,017

12,595
-
-
-

-


12,595

$ 6,579,422
Buildings
$ 24,647,228

6,315
(61,376 )
-
-
310,159
-

(740,764)


24,161,562

9,710,242
635,628
(33,166 )
-

(217,059)


10,095,645

$ 14,065,917
Equipment
O
$ 75,252,256

87,409

(468,773 )
16,141
-
725,892
-

(2,125,141)


73,487,784

49,670,369
3,146,778

(431,123 )
16,141

(1,296,585)


51,105,580

$ 22,382,204
ther Equipment
Property Under
Construction
$ 12,233,576
$ 3,260,791

272,718
3,614,732

(376,656 )
-
56,531
-
-
(2,363 )
258,817
(1,294,868 )
27,626
-

(125,566)

(8,920)


12,347,046

5,569,372

10,043,321

-
660,987
-

(360,583 )
-
-
-

(81,045)
-

10,262,680

-

$ 2,084,366
$ 5,569,372
Total
$ 121,985,868
3,981,174
(906,805 )
72,672

(2,363 )

-
27,626

(3,000,391)

122,157,781
69,436,527
4,443,393
(824,872 )
16,141
(1,594,689 )

71,476,500
$ 50,681,281

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, 2019, the titles of land with carrying value of $88,718 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 38 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.

  • 47 -

b. 2018


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 property,
plant and equipment
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

63
-
-
-
-
-
-
-
-
-

-


6,592,017

12,595
-
-
-
-
-
-
-

-


12,595

$ 6,579,422
Buildings
$ 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
$ 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
$ 12,716,754
$ 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
$ 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

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, 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 38 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.

  • 48 -

17. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
Right-of-use assets - 2019
December 31,
2019
Carrying amounts
Land $ 3,585,342
Buildings 890,167
Equipment 604,778
$ 5,080,287
For the Year
Ended
December 31,
2019
Additions to right-of-use assets $ 434,029
Depreciation charge for right-of-use assets
Land $ 141,027
Buildings 95,394
Equipment 147,604
$ 384,025
Lease liabilities - 2019
December 31,
2019
Carrying amounts
Current $ 190,607
Non-current $ 1,264,765
Range of discount rate for lease liabilities was as follows:
December 31,
2019
Land 1.06%-3.50%
Buildings 1.30%-4.90%
Equipment 1.17%-13.50%
  • b. Lease liabilities - 2019

  • c. Material lease-in activities and terms

The Group leases harbors, land, buildings and equipment for the use in business operations and has obtained land use rights in mainland China, Hong Kong, Singapore and Vietnam. Certain lease contracts specify that lease payment will be adjusted on the basis of changes in market rental rates or announced land value prices. The Group does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms.

  • 49 -

d. Other lease information

Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 18. Lease arrangements for the leasing out of assets under finance leases are set out in Note 11.

2019

2019
For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $ 269,676
Expenses relating to low-value asset leases $
890
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $ 148,475
Total cash outflow for leases $ (686,833)

The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31, December 31,
2018
Not later than 1 year $ 355,724
Later than 1 year and not later than 5 years 805,922
Later than 5 years 2,604,106
$ 3,765,752

The Group’s rent expenses on the above operating lease contracts were $408,049 thousand for the year ended December 31, 2018.

18. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Measured at fair value
Leased investment property

Undeveloped investment property

**December 31 **


2019
$ 29,867,028

6,309,411

$ 36,176,439
2018
$ 29,481,076

6,484,127
$ 35,965,203
  • 50 -
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

Balance at January 1, 2019

Additions
Changes in fair value of investment properties
Effect of foreign currency exchange difference

Balance at December 31, 2019
Leased
Investment
Property
$ 29,352,403
1,269
-
-
128,575

(1,171)

$ 29,481,076

$ 29,481,076
24,834
363,361

(2,243)

$ 29,867,028
Undeveloped
Investment
Property
$ 6,393,008

-

149,528

(22,270)

(30,560)

(5,579)

$ 6,484,127

$ 6,484,127

2,390

(165,714)

(11,392)

$ 6,309,411
Total
$ 35,745,411

1,269

149,528

(22,270)

98,015

(6,750)
$ 35,965,203
$ 35,965,203

27,224

197,647

(13,635)
$ 36,176,439

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 and HYDCCL as collaterals for overdue balances from customers.

  • 51 -

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, 2019 and 2018 were determined by qualified professional appraisers, Mr. Chang from Savills (Taiwan) Limited and Mr. Tsai from DTZ real estate appraisers firm on March 4, 2020 and March 4, 2019, respectively.

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, 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 the
financial statements of foreign operations
Purchases
Transfers into Level 3
Transfers out of Level 3

Balance at December 31, 2018

Balance at January 1, 2019

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 the
financial statements of foreign operations
Purchases

Balance at December 31, 2019
Completed
Investment
Property
Investment
Property under
Construction
$ 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

$ 29,481,076 $ 6,484,127
363,361
(165,714)
(2,243)
(11,392)

24,834

2,390

$ 29,867,028
$ 6,309,411
Total
$ 35,745,411

98,015

(6,750)

1,269

149,528

(22,270)
$ 35,965,203
$ 35,965,203

197,647

(13,635)

27,224
$ 36,176,439

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 December 31
2019
$ 19,379,643

22%
5.99%
2018
$ 18,991,547
22%
6.08%

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.

  • 52 -

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 **


2019
$ 36,224,173

1,517,032

$ 34,707,141

2.07%-6.25%
2018
$ 35,860,267

1,499,390
$ 34,360,877
2.07%-6.25%

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, 2019 and 2018 was $352,671 thousand and $342,591 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, 2019 and 2018, the risk premiums were both 0.225%-4.50%.

Refer to Note 38 for the carrying amount of investment properties pledged by the Group as collaterals for borrowings.

19. INTANGIBLE ASSETS - GOODWILL

Cost
Balance at January 1

Impairment losses recognized
Effect of foreign currency exchange differences

Balance at December 31
2019
$ 2,497,148

-
(98,504)

$ 2,398,644
2018
$ 3,171,735
(630,631)

(43,956)
$ 2,497,148
  • 53 -

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, 2019, the Group assessed that there was no indication of impairment on the cash-generating units including the goodwill listed above.

20. INTANGIBLE ASSETS - OTHERS

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
  • 54 -
Quarry Right
Cost
Balance at January 1, 2019
$ 1,706,669
Additions
49,836
Disposals
-
Accruals
4,820,027
Transferred from completed
construction
-
Effect of foreign currency exchange
differences

(273,628)

Balance at December 31, 2019

6,302,904

Accumulated amortization and
impairment
Balance at January 1, 2019
868,026
Amortization expense
1,279,440
Disposals
-
Effect of foreign currency exchange
differences

(89,688)

Balance at December 31, 2019

2,057,778

Carrying amounts at December 31,
2019
$ 4,245,126
Computer
Software


$ 259,348

9,105

(937)

-

2,363

(3,174)


266,705


227,096

12,846

(937)

(2,546)


236,459

$ 30,246
Others
$ 418,157

-

-

-

-

(3,655)


414,502


91,417

439

-

(3,655)


88,201

$ 326,301
Total
$ 2,384,174

58,941

(937)

4,820,027

2,363

(280,457)

6,984,111

1,186,539

1,292,725

(937)

(95,889)

2,382,438
$ 4,601,673

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.

According to the Plan for the Reform of the Mineral Resource Royalty System issued by the State Council of the People's Republic of China, proceeds from prospecting and mining rights shall be changed into proceeds from assignment of mining rights and shall be determined according to valuation and benchmark market prices under similar conditions, whichever is higher. The proceeds from the transfer of mining rights shall be determined at one time and paid in the form of monetary funds. The specific measures for payment shall be developed separately by the Ministry of Finance in conjunction with the Ministry of Land and Resources.

In 2019, the Group finalized the independent valuer report in accordance with the aforementioned reform plans on the mine reserves and the estimated amount of the provision of mine reserve fund was RMB1,075,031 thousand, which was capitalized into the cost of quarry. In addition, the Group was required to accrue an amount of RMB275,076 thousand as cost of production of mine, which represented the amount of mine excavated times the agreed amount of unit cost for the current and past years, and such amount was charged to the cost of sales of the Group for the year ended December 31, 2019. As of the balance sheet date, the mine reserve fund of RMB1,075,031 thousand was accounted for as accounts payable and accrued expenses - third parties since the actual payment date and amounts have not yet been finalized with the local government.

  • 55 -

21. PREPAYMENTS FOR LEASES

PREPAYMENTS FOR LEASES
December 31,
2018
Current assets (included in prepayments line item) $ 142,246
Non-current assets 3,779,353
$ 3,921,599

The above prepayments for leases include land use rights in mainland China, Hong Kong, Singapore and Vietnam. The amortization expense is $85,382 thousand for the year ended December 31, 2018.

22. 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 **




2019
$ 1,437,673

2,536,388
328,403
9,420

$ 4,311,884

$ 71,424

$ 328,403
2018
$ 2,042,722
1,898,029
914,114

9,693
$ 4,864,558
$ 82,493
$ 914,114

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 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 share transfer. The Corporation submitted all necessary documents to CSI for registration of the share transfer. However, 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, four out of the abovementioned six shareholders, 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. Since the payment liability event as agreed in the bank guarantee did not occur before due date and the bank guarantee expired on April 21, 2019, the Corporation’s obligations were terminated on the same day.

  • 56 -

In addition, Chan Hongqing, a PRC individual, claimed that the CSI shares which the Corporation acquired from the abovementioned four shareholders were pledged as collaterals under a loan contract signed on August 17, 2015 with him and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing. Later, by an order of the High Court of Hong Kong on June 27, 2017, it requested the appointment of interim receivers in respect of the CSI shares held by the four shareholders until the end of the arbitral proceedings. On May 17, 2018, the High Court of Hong Kong set aside the order before the final award of the arbitration. The arbitral proceeding was therefore terminated on June 12, 2018.

On October 2, 2018, Chan Hongqing applied to the High Court of Hong Kong for interlocutory relief in another proceedings against the Corporation to prohibit the Corporation and the abovementioned four CSI shareholders from transferring and registering their CSI shares. Then his application for interlocutory relief was dismissed by the High Court of Hong Kong. The Corporation engaged lawyers to proactively liaise with the board of directors of CSI in connection with the registration of the share transfer.

As for the shares acquired from the other two CSI shareholders, Dong Chengtian and Wang Yongping, Chan Hongqing also claimed that the CSI shares held by the two shareholders were pledged as collaterals under the same loan contract mentioned above. As a result, the board of directors of CSI refused to approve the share transfer. Later, as the Corporation filed a lawsuit to the High Court of Hong Kong against CSI, the board of directors of CSI finally approved the share transfer. The registration of the CSI shares acquired from the two shareholders, Dong Chengtian and Wang Yongping, were completed and the prepaid investments in the balance sheets was therefore reclassified to financial assets at fair value through other comprehensive income - non-current. Refer to Note 8.

  • 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, 2019 and 2018, the accumulated prepaid investments were $142,768 thousand and $131,544 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. Later, on March 25, 2020, DCI’s board of directors resolved to enter into a bidding contract (including the final version of the joint venture contract) with Innogy Renewables Beteiligungs GmbH Company. 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 28.

23. SHORT-TERM BORROWINGS

SHORT-TERM BORROWINGS
Unsecured

Secured


Interest rate (%)
Final repayment date:
Unsecured
Secured
December 31


2019
$ 22,211,603

1,600,000

$ 23,811,603

0.95-3.79
2020.12.24
2020.2.19
2018
$ 23,099,239

1,706,000
$ 24,805,239
1.04-5.30
2019.10.31
2019.3.26
  • 57 -

24. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discounts on bills payable


Interest rate (%)
December 31


2019
$ 18,938,500

6,206

$ 18,932,294

0.38%-1.3%
2018
$ 18,569,425

4,956
$ 18,564,469
0.36%-1.26%

Short-term bills payable were issued under guarantee obtained from financial institutions.

25. OTHER PAYABLES

OTHER PAYABLES
Payable on investment
December 31
2019
$ 312,069
2018
$ 334,305

Payable on investment is the unpaid consideration for SIYDCCL’s acquisition of SLCL, which amounted to RMB72,738 thousand.

26. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Bank loans

Long-term commercial paper
Less: Unamortized discounts


Bonds
Domestic bonds
1stunsecured bonds issued in 2014
1stunsecured bonds issued in 2016
1stunsecured bonds issued in 2019
2ndunsecured bonds issued in 2019


Overseas bonds
3rdEuro convertible bonds issued in 2018 - US$215,000
thousand

Less: Current portion

December 31







2019
$ 30,972,304
-

-


30,972,304

-
6,000,000
6,500,000

3,500,000


16,000,000


6,280,808

53,253,112

13,151,315

$ 40,101,797
2018
$ 31,886,897

5,000,000

7,989

36,878,908

4,000,000

6,000,000

-

-

10,000,000

6,192,567

53,071,475

7,285,012
$ 45,786,463
  • a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to April 3, 2039. The Group has signed long-term revolving credit facilities with banks. As of December 31, 2019 and 2018, interest rates were 0.89%-6.75% and 0.89%-5.58%, respectively.

  • b. Long-term commercial paper was issued by contract. As of December 31, 2018, interest rates were 0.83%-0.84%. The maturity date of the contract is December 19, 2020.

  • 58 -

  • c. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to August 16, 2024. As of December 31, 2019 and 2018, interest rates were 0.79%-0.88% and 0.80%-1.36%, respectively.

  • 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.

  • 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 share 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.

  • 59 -

    • 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.

  • 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.

  • 60 -

  • 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 share bonus.

    • e) Warrants issued to holders of Shares.

    • f) Issues of rights or warrants for equity-related securities to holders of Shares.

    • g) Capital distributions, other distributions to shareholders.

    • h) Issue of convertible or exchangeable securities other than to holders of Shares or on exercise of warrants.

    • i) Other issues of Shares.

    • j) Issue of equity related securities.

    • k) Capital reduction.

    • l) Tender or exchange offer.

    • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$39.7 as of December 31, 2019.

  • f. As of December 31, 2019, CHP had used its credit lines as follows:

Amount Contract
Loan Item Category (In Thousands) Interest Rate Period
A Loan
NT$ 2,850,000 1.797 20 years

The financial commitment that should be maintained by CHP under the payment terms are as follows:

  • 1) Debt ratio as of year-end (total debt divided by total equity);

  • a) Under 200% from 2019 to 2023.

  • b) Under 150% from 2024 to 2039.

  • 2) Interest coverage ratio should be at least 150% from 2019 to 2039.

The above financial ratios are based on audited financial statements. Debt ratio and interest coverage ratio should be reviewed at least on annual basis.

  • 61 -

g. As of December 31, 2019, 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 2019.09.18-2020.09.18
Mizuho NT$ 275,000 0.45 2019.09.18-2020.09.18
Mizuho US$ 4,470 0.45 2020.09.18-2020.09.18

27. DEFERRED REVENUE

DEFERRED REVENUE
Land use right

Others


Current

Non-current

December 31





2019
$ 790,753

133,052

$ 923,805

$ 75,912

847,893

$ 923,805
2018
$ 858,838

140,879
$ 999,717
$ 75,912

923,805
$ 999,717
  • a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 18) 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 18) is amortized to income over 30 years on a straight-line basis.

28. OTHER LIABILITIES

OTHER LIABILITIES
Preparatory costs provisions (Note 22)

Decommissioning of electric factory provisions
Accrued reward provisions
Compensation of traffic accident provisions
Other provisions (Note 39)


Current

Non-current

December 31





2019
$ 263,015

217,942
130,172
134,324
20,640

$ 766,093

$ 50,661

715,432

$ 766,093
2018
$ 222,729
217,942
140,572
127,894

18,440
$ 727,577
$ 48,200

679,377
$ 727,577
  • 62 -

29. 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%-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 **



2019
$ 1,296,487

(3,668,667)

(2,372,180)

$ (2,372,180)
2018
$ 1,322,473
(3,035,395)
(1,712,922)
$ (1,712,922)

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, 2018 $ 1,527,968
$ (2,860,286)
$ (1,332,318)
Service cost
Current service cost 19,607 - 19,607
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
(Continued)
  • 63 -
Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability (Asset)
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)
Others 44
4,637
4,681
Balance at December 31, 2018 $ 1,322,473
$ (3,035,395)
$ (1,712,922)
Balance at January 1, 2019 $ 1,322,473
$ (3,035,395)
$ (1,712,922)
Service cost
Current service cost 15,773 - 15,773
Net interest expense (income) 13,951
(32,999)
(19,048)
Recognized in profit or loss 29,724
(32,999)
(3,275)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (674,330) (674,330)
Actuarial loss - changes in demographic
assumptions 125 - 125
Actuarial loss - changes in financial
assumptions 17,531 - 17,531
Actuarial loss - experience adjustments 52,335
-
52,335
Recognized in other comprehensive income 69,991
(674,330)
(604,339)
Contributions from the employer - (18,447) (18,447)
Benefits paid (125,701) 91,676 (34,025)
Liabilities extinguished on settlement -
828
828
Balance at December 31, 2019 $ 1,296,487
$ (3,668,667)
$ (2,372,180)
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • 64 -

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:


follows:
Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2019
2018
0.65%-1.15%
0.75%-1.40%
2.00%-2.50%
2.00%-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



2019
$ (27,702)

$ 28,636

$ 126,052

$ (116,810)
2018
$ (30,402)
$ 31,476
$ 139,268
$ (128,585)

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
**December 31 ** **December 31 **
2019
82.07
9.86

8.07
100.00
2018
84.40
6.75
8.85
100.00

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2019
2018
$ 10,954
$ 14,925
6.6-11.5 years
7-12.5 years
  • 65 -

30. 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 **



2019

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2018

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)


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 **






2019
$ 41,790

54,907
992,530

1,089,227

128,141

185,411
53,275

238,686

$ 1,456,054
2018
$ 41,790
54,907

992,530

1,089,227

38,085
185,411

49,831

235,242
$ 1,362,554
  • 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.

  • 66 -

  • 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, refer to employees’ compensation and remuneration of directors in Note 32 (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”.

The appropriation of earnings and dividends per share for 2018 and 2017 were approved in the shareholders’ meetings on June 24, 2019 and June 26, 2018, respectively, were as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31



2018
$ 1,111,709

$ 518,281

$ 9,412,052

$ 2.8
2017
$ 546,900
$ 943,188
$ 4,033,737
$ 1.2
  • 67 -

The appropriation of earnings for 2019 had been proposed by the Corporation’s board of directors on March 25, 2020. The proposed appropriation of earnings and dividend per share were as follows:

Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
For the Year
Ended
December 31,
2019
$ 1,745,967
$ 804,347
$ 10,084,341
$ 3.0

Assuming that the shares reciprocally held by associates were not treated as treasury shares and not deducted from weighted average number of shares outstanding, the basic EPS would be NT$5.19 for the year ended December 31, 2019.

The appropriations of earnings for 2019 are subject to the resolution of the shareholders’ meeting to be held on June 23, 2020.

  • 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 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, 2019.

  • e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations


Balance at January 1

Exchange differences on translating the financial statements
of foreign operations

Share of exchange difference of 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



2019
$ (2,641,364)
(1,818,030)
(1,453,807)

$ (5,913,201)
2018
$ (2,638,153)

(627,348)

624,137
$ (2,641,364)
  • 68 -

2) Unrealized gain (loss) on financial assets at FVTOCI


Balance at January 1

Unrealized gain - equity instruments
Related income tax
Share from associates and joint ventures accounted for using
equity method
Equity instruments
Debt instruments
Cumulative unrealized loss of equity instruments transferred
to retained earnings due to disposal

Balance at December 31

3) 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
4) Gains on property revaluation

Balance at January 1

Share from associates and joint ventures accounted for using
equity method

Balance at December 31

f. Non-controlling interests

Balance at January 1

Effect of retrospective application

Balance at January 1, 2019 as restated
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
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018
$ 5,268,916
$ 516,962
1,190,260
926,188
-
(219,554)
1,502,271
634,103
26,587
2,520

(79,711)

3,408,697
$ 7,908,323
$ 5,268,916
For the Year Ended December 31
2019
$ 60,934
-

(8,793)
$ 52,141
For the Year Ended
2018
$ 58,485
(2,434)

4,883
$ 60,934
December 31
2019
$ 307,728


77,486

$ 385,214

**For the Year Ended **
2018
$ 307,728

-
$ 307,728
**December 31 **

2019
$ 21,156,120
(4)

21,156,116
4,784,280
(817,599)
3,032
-
2018
$ 18,365,609
-

18,365,609

3,772,103

(267,413)

1,497

(526)
(Continued)
  • 69 -

Remeasurement on defined benefit plans

Related income tax
Share of other comprehensive income 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 **


2019
$ 736
(118)
3,782
(29)

(1,748,520)

$ 23,381,680
2018
$ (309)

3

8,662

(2)

(723,504)
$ 21,156,120
(Concluded)

31. OPERATING REVENUE

a. Revenue from contracts with customers


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
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2019
$ 79,348,234
6,385,664
1,751,490
1,110,758
183,836
5,969,730

5,651,384

318,346

310,015

628,361

60,706

$ 89,347,637
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

b. Contract balances

Contract balances

Contract assets

Contract liabilities
For the Year Ended December 31

2019
$ 68,412

$ 987,496
2018
$ 147,528
$ 731,015

The changes in the balance of contract assets and contract liabilities primarily result from the timing difference between the Group’s performance and the respective customer’s payment

  • 70 -

32. NET PROFIT

Net profit was as follows:

a. Other income


Interest income

Dividends
Government grants
Rental income
Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 1,126,001

451,294
219,549
15,826
185,930

$ 1,998,600
2018
$ 370,571
434,898
430,015
51,105

193,214
$ 1,479,803

b. Other gains and losses


Net gain (loss) gain on financial assets and liabilities designated
as at FVTPL

Net foreign exchange (losses) gains
Gain on changes in fair value of investment properties (Note 18)
Bank charges
Gain on disposal of investments
Loss on disposal of property, plant and equipment
Preparatory costs (Note 22)
Loss on disposal of investments accounted for using equity
method
Impairment losses of goodwill
Impairment losses recognized on investments accounted for
using equity method
Gain on disposal of subsidiaries
Miscellaneous expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 1,129,040

(260,069)

197,647
(129,895)
46,846
(44,225)
(40,286)
(5,761)
-
-
-
(231,643)

$ 661,654
2018
$ (256,294)

90,672
98,015

(142,401)
-

(33,455)

(159,275)

-
(630,631)
(200,245)
40,440

(540,592)
$ (1,733,766)

c. Finance costs


Interest on bank loans

Interest on lease liabilities
Amortization of discount on bonds payable
Other interest expense
Less: Amounts included in the cost of qualifying assets
(capitalized interest)

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2019
$ 1,745,355

38,518
88,240
5,842
(57,332)

$ 1,820,623
2018
$ 1,645,742
-
24,567
3,103

(227)
$ 1,673,185
  • 71 -

Information about capitalized interest was as follows:

Capitalized interest Capitalization rate

For the Year Ended December 31
2019
2018
$ 57,332
$ 227
0.758%-1.797% 0.726%-1.139%

d. 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 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **





2019
$ 4,614,621

207,601
5,196

$ 4,827,418

$ 1,281,762

10,963

$ 1,292,725
2018
$ 4,524,970
115,507

9,084
$ 4,649,561
$ 172,655

11,594
$ 184,249

e. Employee benefits expense


Post-employment benefits (Note 29)
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 29)
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, 2019 For the Year Ended December 31, 2019
Operating Costs
Operating
Expenses
Non-operating
Expenses



$ 153,661
$ 36,735
$ -

(457)
(2,818)
-
3,115,692
1,062,143
9,492

-
246,812
-
173,266
48,568
(1)

95,147
84,028
6
174
-
1,235

-

180,062

-

$ 3,537,483
$ 1,655,530
$ 10,732

For the Year Ended December 31, 2018
Total
$ 190,396
(3,275)
4,187,327
246,812
221,833
179,181
1,409

180,062
$ 5,203,745
Operating Costs


$ 160,404

3,743
2,869,723
-
176,539

86,654
-

-

$ 3,297,063
Operating
Expenses
Non-operating
Expenses

$ 41,020
$ 80

(442)
-
932,725
3,200

250,692
-
50,966
153
12,285
70
-
3,270

71,340

432

$ 1,358,586
$ 7,205
Total
$ 201,504
3,301
3,805,648
250,692
227,658
99,009
3,270

71,772
$ 4,662,854
  • 72 -

  • f. Employees’ compensation and remuneration of directors

The Corporation accrued employees’ compensation and remuneration of directors at the rates between 1% and 4% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018, which have been approved by the Corporation’s board of directors on March 25, 2020 and March 21, 2019, respectively, were as follows:

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2019
Cash
Shares
$ 261,064
$ -

230,296
-
2018
Cash
Shares
$ 253,436
$ -
223,658
-

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 paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

33. 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 **





2019
$ 5,286,839

4,049
357,160
33,997

5,682,045

467,184
-

467,184

$ 6,149,229
2018
$ 4,205,378
22,260
143,261

3,608

4,374,507
974,372

132,042

1,106,414
$ 5,480,921
  • 73 -

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 (deductible) 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
Tax credit - income from sources in Mainland China

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



2019
$ 28,393,182

$ 5,678,636
394,782
(984,792)
1,495,799
(4,024)
44,197
(671,516)
-
12,260
4,049
-
357,160
33,997

(211,319)

$ 6,149,229
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

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 15%-25%. Tax rates used by other entities in the Group operating in other jurisdictions are based on the tax laws in those jurisdictions.

  • 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

Total income tax recognized in other comprehensive income
**For the Year Ended ** **December 31 **


2019
$ -

(117,626)

$ (117,626)
2018
$ (220,107)

(64,194)
$ (284,301)

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2019
$ 6,785

$ 2,957,672
2018
$ 15,901
$ 2,181,268
  • 74 -

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, 2019

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Deferred tax assets
Temporary differences
Allowance for impairment
loss
$ 203,417
$ 58,283
$ -

Defined benefit obligation
25,341
-
182
Other financial assets and
liabilities
8,943
3,804
-
Investment properties
4,173
1,534
-
Property, plant and
equipment
3,940
235
-
Others

127,364

(23,081)

-

373,178
40,775
182
Tax losses

63,060

12,853

-

$ 436,238
$ 53,628
$ 182

Deferred tax liabilities
Temporary differences
Land value increment tax $ 3,449,871
$ -
$ -

Investment properties
3,089,623
(2,490)
-
Unappropriated earnings
of subsidiaries and
associates
1,763,029
541,424
-
Finance leases
616,363
(17,337)
-
Defined benefit obligation
338,363
9,762
117,808
Associates
61,168
(3,219)
-
Property, plant and
equipment
32,877
6,807
-
Unrealized foreign
exchange gain
11,372
(11,372)
-
Allowance for impairment
loss
296
(296)
-
Others

2,467

(2,467)

-

$ 9,365,429
$ 520,812
$ 117,808

For the year ended December 31, 2018
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Deferred tax assets
Temporary differences
Allowance for impairment
loss
$ 167,788
$ 39,199
$ -

Defined benefit obligation
23,027
-
2,314
Other financial assets and
liabilities
-
8,943
-
Exchange
Differences
Closing Balance
$ (10,605) $ 251,095
(7)
25,516
-
12,747
(243)
5,464
30
4,205

(4,163)

100,120
(14,988)
399,147

(131)

75,782
$ (15,119)
$ 474,929
$ -
$ 3,449,871
-
3,087,133
(10,330) 2,294,123
-
599,026
-
465,933
(2,297)
55,652
-
39,684
-
-
-
-

-

-
$ (12,627)
$ 9,991,422
Exchange
Differences
Closing Balance
$ (3,570) $ 203,417
-
25,341
-
8,943
(Continued)
  • 75 -
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
Other financial assets and
liabilities
Allowance for impairment
loss
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 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
$ (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
(Concluded)

e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expire in 2018

Expire in 2019
Expire in 2020
Expire in 2021
Expire in 2022
Expire in 2023
Expire in 2024
Expire in 2025
Expire in 2026
Expire in 2027
Expire in 2029
No expiration

December 31 December 31


2019
$ -

-
65
222,751
247,214
27,810
58,219
299,401
-
-
4,312
7,522

$ 867,294
2018
$ 1,635
561,999
-
222,721
247,162
27,752
58,219
299,401
156,574
23,022
-

-
$ 1,598,485
  • 76 -

  • f. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2019 comprised the following:

Unused Amount Unused Amount Expiry Year
$ 65 2020
222,751 2021
247,214 2022
27,810 2023
58,219 2024
299,401 2025
229,335 2029
188,566 No expiration
$ 1,273,361
  • g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2019 and 2018, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $5,750,255 thousand and $5,104,939 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
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017

34. 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

2019
$ 5.56

$ 5.25
2018
$ 3.54
$ 3.49
  • 77 -

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


computation were as follows:
Net Profit for the Year

Profit for the period attributable to owners of the Corporation

Effect of potentially dilutive ordinary shares:
Convertible bonds

Earnings used in the computation of diluted earnings per share
**For the Year Ended December 31 **


2019
$ 17,459,673

(55,373)

$ 17,404,300
2018
$ 11,117,094

26,638
$ 11,143,732

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 **


2019
3,138,664

6,888
166,769

3,312,321
2018
3,139,152
8,585

44,656
3,192,393

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 shares.

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.

35. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings and other equity).

The Group is not subject to any externally imposed capital requirements.

Key management personnel of the Group review the capital structure on an annual basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.

  • 78 -

36. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

December 31, 2019

Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost
Bonds payable (include
current portion)
$ 22,280,807
December 31, 2018
Carrying
Amount

Financial liabilities


Financial liabilities measured at
amortized cost
Bonds payable (include
current portion)
$ 16,192,567
FairValue
Level 1
Level 2
Level 3
Total












$ 24,156,832 $ - $ - $ 24,156,832
Fair Value
Level 1
Level 2
Level 3
Total












$ 16,719,158 $ - $ - $ 16,719,158
  • b. Fair values of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2019

Financial assets at FVTPL
Listed shares

Beneficiary certificates


Financial assets at FVTOCI
Domestic listed shares

Domestic unlisted shares
Overseas listed shares
Overseas unlisted shares


Financial liabilities
at FVTPL
Convertible options

Cross-currency swap
contracts

Level 1
$ 3,474,606

752,751

$ 4,227,357

$ 13,238,421
-
212,497

-

$ 13,450,918

$ -

-

$ -
Level 2
$ -

500,866

$ 500,866

$ -

-

-

-

$ -

$ -

-

$ -
Level 3
$ -

-

$ -

$ -

1,614,601

-

604,985

$ 2,219,586

$ 81,724

30,346

$ 112,070
Total
$ 3,474,606

1,253,617
$ 4,728,223
$ 13,238,421

1,614,601

212,497

604,985
$ 15,670,504
$ 81,724

30,346
$ 112,070
  • 79 -

December 31, 2018

Financial assets at FVTPL
Listed shares

Beneficiary certificates


Financial assets at FVTOCI
Domestic listed shares

Domestic unlisted shares
Overseas listed shares
Overseas unlisted shares


Financial liabilities
at FVTPL
Convertible options

Cross-currency swap
contracts

Level 1
$ 3,502,988

1,390,765

$ 4,893,753

$ 11,774,012
-
152,337

-

$ 11,926,349

$ -

-

$ -
Level 2
$ -

4,152,830

$ 4,152,830

$ -

-

-

-

$ -

$ -

-

$ -
Level 3
$ -

-

$ -

$ -

1,537,291

-

122,026

$ 1,659,317

$ 223,501

44,717

$ 268,218
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

There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments
Balance at January 1, 2019

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
Exchange differences on translation of foreign financial
statements
Purchases
Settlements
Transfers into Level 3

Balance at December 31, 2019
Financial
Liabilities at
Financial Assets
at FVTOCI
FVTPL
Equity
Derivatives
Instruments
$ (268,218) $ 1,659,317
156,148
-
-
(173,946)
-
1
-
118,055
-
(113)
-

616,272
$ (112,070)
$ 2,219,586
  • 80 -
Balance at January 1, 2018

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
Financial Assets
at FVTOCI
FVTPL
Equity
Derivatives
Instruments
$ - $ 10,090,195
(47,303)
-
-
1,361,674
(220,915)
-

-

(9,792,552)
$ (268,218)
$ 1,659,317
  • 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. 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. Liquidity risk parameters need to be taken into account when using this approach.

    • 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 shares 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.

  • 81 -

c. Categories of financial instruments

Categories of financial instruments
Financial assets
Financial assets at FVTPL

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 4,728,223 $ 9,046,583
70,392,634
55,388,001
15,670,504
13,585,666
112,070
268,218
109,832,847 105,054,422
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables and other receivables.

  • 2) 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 payables, 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, borrowings and lease liabilities. 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 and interest rates. The Group enters into cross-currency swap contracts to mitigate its exposure to foreign currency risk and interest risk.

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.

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 41.

  • 82 -

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.

Increase (decrease) in
pre-tax profit
RMB Impact
For the Year Ended
December 31
2019
2018
$ 46,002
$ 69,060
USD Impact
For the Year Ended
December 31
2019
2018
$ 709,830
$ 145,181

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 **
2019
2018
$ 27,512,074 $ 17,727,715
71,427,610
45,872,001
19,745,430
12,084,642
26,024,771
50,569,182

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, 2019 and 2018 would have decreased/increased by $2,238 thousand and $3,698 thousand, respectively, mainly due to the Group’s exposure to changes in interest rates of its variable-rate bank borrowings and bank deposits.

  • 83 -

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 years ended December 31, 2019 and 2018 would have increased/decreased by $47,282 thousand and $90,466 thousand, respectively, 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 years ended December 31, 2019 and 2018 would have increased/decreased by $134,509 thousand and $119,263 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through other comprehensive income.

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.

  • 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.

  • 84 -

December 31, 2019

On Demand or
Less than
1 Month
Non-derivative financial liabilities
Non-interest bearing
$ 4,071,572
Lease liabilities
19,520
Variable interest rate liabilities
4,170,000
Fixed interest rate liabilities

5,110,435

$ 13,371,527

Additional information about the maturity
1-3 Months
3 Months to
1 Year
$ 6,763,068 $ 2,249,956

39,041
175,682

3,402,589
1,701,775
38,322,937

3,187,476

$ 48,527,635
$ 7,314,889

analysis for lease liabilities:
1-3 Months
3 Months to
1 Year
$ 6,763,068 $ 2,249,956

39,041
175,682

3,402,589
1,701,775
38,322,937

3,187,476

$ 48,527,635
$ 7,314,889

analysis for lease liabilities:
1-5 Years
$ 662,325

659,828
14,372,866
23,351,390

$ 39,046,409


15-20 Years
$ 162,230

1-5 Years
$ 690,195
28,600,016
17,186,447

$ 46,476,658
5+ Years
$ 88,917

1,091,089

2,377,541

-
$ 3,557,547

20+ Years
$ 348,028

Lease liabilities
December 31,

5-10 Years
$ 372,944

1-3 Months
$ 2,662,290

6,725,614

6,213,450

$ 15,601,354

10-15 Years
$ 207,887

3 Months to
1 Year
$ 866,745

8,508,552

4,725,303

$ 14,100,600

5+ Years
$ 70,309

-

-
$ 70,309

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, 2019

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Cross-currency swap
contracts
$ -
$ (44,872)
$ (135,109)
1-5 Years
$ (135,109)
5+ Years
$
  • 85 -

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.

37. 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
YDES
YYI
YDEC
Alliance
PEI
HXMC
WAMTC
Related Party Category
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Joint venture
Joint venture
Joint venture
Joint venture
(Continued)
  • 86 -
Related Party Name
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.
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.
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
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
Other
(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.

  • 87 -

b. Operating Transactions


Operating revenue
Associates

Others
Joint ventures


Operating cost
Associates

Others
Joint ventures

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2019
$ 702,196

1,723,085
649,054

$ 3,074,335

$ 612,418

851,858
784,217

$ 2,248,493
2018
$ 694,540
1,766,679

497,486
$ 2,958,705
$ 601,236
907,989

653,781
$ 2,163,006

Receivables from related parties (including notes receivable, trade receivables, other receivables and contract assets):

Associates

Others
FENCC
Others


Joint ventures

December 31 December 31




2019
$ 127,197

-
569,063

569,063

182,808

$ 879,068
2018
$ 120,926
1,929,748

1,243,535

3,173,283

268,741
$ 3,562,950

Accounts payable and accrued expenses to related parties:

Accounts payable and accrued expenses to related parties:
Associates

Others
Joint ventures

December 31


2019
$ 114,231

95,151
47,421

$ 256,803
2018
$ 98,574
83,694

68,588
$ 250,856

The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2019 and 2018, no impairment losses were recognized for trade receivables from related parties.

  • 88 -

Prepayments:

Associates

Others
Joint ventures

December 31 December 31


2019
$ 15,000

834
83,592

$ 99,426
2018
$ 15,000
77

-
$ 15,077
  • c. Transactions with FEIB
Transactions with FEIB
Bank deposits (Note)

Bank loans

Cross-currency swap contracts
**December 31 **


2019
$ 5,137,217

$ 1,400,000

$ (1,415)
2018
$ 3,361,915
$ 2,106,000
$ 2,358)

As of December 31, 2019 and 2018, the notional principal of the above outstanding cross-currency swap contracts were both US$15,000 thousands.

Note: The balances included amounts recognized as financial assets measured at amortized cost, and other non-current assets (refundable deposits).

  • d. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2019 and 2018 were as follows:


December 31, 2019 and 2018 were as follows:

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31


2019
$ 307,050

864

$ 307,914
2018
$ 282,998

756
$ 283,754

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


2019
$ 48,480

11,707

$ 60,187
2018
$ 50,433

19,073
$ 69,506
  • 89 -

  • 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
2019
2018
$ -
$ 34
For the Year Ended December 31

2019
$ -
2018
$ 337
  • 4) Lease agreement
Lease agreement


Others


Others
Right-of-use Assets
**For the Year Ended December 31 **

2019
2018
$ 154,800
$ -
Lease Liabilities
For the Year Ended December 31
2019

$ 140,015
2018
$ -
  • 5) 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 Group and other investors. The Group’s investment activities through OFSPC’s platform for the years ended December 31, 2019 and 2018 included acquisition of $885,727 thousand and $4,065,473 thousand, respectively. For the year ended December 31, 2019, disposal and gain on disposal were $5,553,672 thousand and $263,631 thousand, respectively.

  • 6) The Corporation’s subsidiary, DCI, subscribed shares of Catalyst Tranche Three for $123,960 thousand in 2019 and subscribed shares of Catalyst Tranche One for $123,120 thousand in 2018.

38. 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

**December 31 ** **December 31 **


2019
$ 13,855,572
13,299,701
2,393,116
1,543,666
419,742

$ 31,511,797
2018
$ 13,840,249

13,374,748

2,830,624

1,241,250
169,139
$ 31,456,010
  • 90 -

39. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

As of December 31, 2019, the Corporation and its subsidiaries had the following significant commitments and contingencies:

  • a. Unused letters of credit of US$9,796 thousand and EUR9,177 thousand.

  • b. Guarantee notes issued for related parties:

The Corporation


AIC

DCI
NHC
YTRMC
YLPPC
AEE
YSRMC
FSMS


YLSS
YLSS

DCI
FSMS

YTRMC
AOC

AOG
AOC
December 31,
2019
$ 12,195,800
9,848,950
1,509,020
1,000,000
497,642
329,930
150,000

30,000
$ 25,561,342
$ 100,000
$ 50,000
$ 14,965
$ 14,965
  • c. CHP entered into agreements on the following transactions:

  • 1) Purchase of natural gas from Chinese Petroleum Corporation.

  • 2) Power Plant (base load unit) Purchase and Sale Contract, Power Plant (medium-load unit) Purchase and Sale Contract and Electricity Purchase and Sale Contract for Gas Recirculation with Taiwan Power Company.

  • 3) Contractual Service Agreement with General Electric Global Services GmbH.

  • 4) Contract of Engineering, Procurement and Construction with General Electric Global Services GmbH. and GE Global Parts & Products, GmbH.

  • d. The estimated payments for construction of plants and acquisition of land use rights and equipment of JYDC, SIYDCCL, and SLCL in the future amount to RMB36,138 thousand.

  • 91 -

  • 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.

  • 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.

  • 92 -

  • 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 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 and dismissed by Taipei District Court on April 12, 2019.

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.

CHP considered the payment of the indemnity is not possible unless TPC can provide proof that the damage was caused by CHP 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, CHP 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 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 trial was set to take place from April to June in 2021. The Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings and therefore did not recognize any contingent liabilities.

  • 93 -

  • i. Tianrui Group Company Limited and Tianrui (International) Holding Company Limited (collectively referred as “Tianrui Group”), CSI and former 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 the shareholders including the Corporation. The Corporation filed a writ of summons to the High Court of Hong Kong in June 2017 and has been seeking legal advice in relation to the legal proceedings. As the respondents’ applications to strike out the petition for technical reasons, the Corporation amended the applications accordingly. Up to the date of the auditors’ report, no decision has been rendered down yet. The Corporation’s appointed attorney has been actively following up on the legal proceedings.

  • j. On April 17, 2019, CSCGL announced the result of winding-up petition at the news website of the Hong Kong Exchanges and Clearing Limited. According to the announcement, the Court of Appeal of the Cayman Islands declined to grant CSCGL’s application to set aside its decision. As a result, the winding-up petition against CSCGL will be reinstated and returned to the Grand Court of the Cayman Islands. As CSCGL and its legal counsel are considering all available options, the result of the winding-up petition remains uncertain. Considering that CSCGL is a listed company on the Hong Kong Exchanges and Clearing Limited and makes announcements to the public pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Corporation did not notice anything unusual in its operation according to its recent announcements. In addition, since no further decision has been rendered down yet, the Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings. Therefore, the Corporation assessed that the winding-up petition did not have any material impact on its investments in CSCGL.

40. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

Since the outbreak of the Coronavirus Disease 2019 (COVID-19) epidemic in January 2020, the pandemic caused by the COVID-19 has certain impacts on the business operation and overall economy in different region and industries in the world. The Group will stay alert on the development and situation of the COVID-19 and take necessary action to mitigate the business risk.

41. 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, 2019

December 31, 2019
Foreign New Taiwan
Currencies Exchange Rate
Dollars
Financial assets
Monetary items
USD $ 905,675
29.93
$ 27,106,867
HKD 522,870
3.819
1,996,840
RMB 214,452
4.290
920,066
EUR 10,966
33.39
366,146
AUD 2,909
20.89
60,762
Non-monetary item
HKD 583,911
3.819
2,229,956
USD 21,138
29.93
632,669
RMB 48,665
4.290
208,787
(Continued)
  • 94 -
Foreign New Taiwan New Taiwan
Currencies Exchange Rate Dollars
Financial liabilities
Monetary items
USD 646,349
29.93
19,345,224
Non-monetary item
USD 3,744
29.93
112,070
(Concluded)
December 31, 2018
Foreign 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

For the years ended December 31, 2019 and 2018, the total amounts of realized and unrealized net foreign exchange (losses) gains were $(260,069) thousand and $90,672 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.

42. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others (attached).

  • 2) Endorsements/guarantees provided (Table 2) (attached).

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3) (attached).

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4) (attached).

  • 95 -

  • 5)Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5) (attached).

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6) (attached).

  • 9) Names, locations, and related information of investees on which the Corporation exercises significant influence (excluding investee companies in Mainland China): Table 7 (attached).

  • 10) Trading in derivative instruments: Note 7.

  • b. 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 year, 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 year.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.

    • 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 year and the purposes.

    • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.

  • c. Business relationships and significant intercompany transactions: Table 9 (attached).

  • 96 -

43. 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
Cement

Electric power
Investment
Engineering
Transportation
Stainless steel
Leasing


Non-operating income and
expenses
Profit before income tax
Segment Revenue Segment Revenue







Segment Profit Segment Profit
For the Year Ended
**December 31 **
For the Year Ended
**December 31 **


2019
$ 73,848,951
7,115,116
628,361
183,836
1,751,160
5,438,907

381,306

$ 89,347,637
2018
$ 67,339,927

6,682,384

587,275

286,691

1,802,744

5,676,843

365,140

$ 82,741,004

2019
$ 19,974,112

1,382,268

135,767

14,266

268,969

84,752

203,042

22,063,176

6,330,006

$ 28,393,182
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

Segment revenue reported above represents revenue generated from external customers.

  • b. Segment assets and liabilities, and other segment information

The Group does not report segment assets and liabilities or other segment information to the chief operating decision maker. Therefore, no information is disclosed here.

  • c. Geographical information

The Group operates principally in Taiwan and China.

The Groups’ revenue from external customers and information about its non-current assets by geographical location are detailed below.


China

Taiwan
Others

Revenue from External
Customers
For the Year Ended December 31
2019
2018
$ 56,614,196 $ 51,366,180
29,479,025
27,647,571

3,254,416

3,727,253

$ 89,347,637
$ 82,741,004
Revenue from External
Customers
For the Year Ended December 31
2019
2018
$ 56,614,196 $ 51,366,180
29,479,025
27,647,571

3,254,416

3,727,253

$ 89,347,637
$ 82,741,004
Non-current Assets Non-current Assets
December 31


2019
$ 56,614,196
29,479,025

3,254,416

$ 89,347,637



2019
$ 41,506,113

53,160,799

4,280,703

$ 98,947,615
2018
$ 45,206,253

50,299,590

623,944
$ 96,129,787

Revenue is categorized according to customers’ location. Non-current assets exclude those classified as financial instruments, deferred tax assets and post-employment benefit assets.

  • 97 -

  • d. Information of major customers

Information of major customers
Taiwan Power Company
Revenue
**For the Year Ended December 31 **
2019
Amount
%
$ 7,115,116

8
2018
Amount
%
$ 6,682,384

8
  • 98 -

TABLE 1

ASIA CEMENT CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2019

(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
RMB431,900
thousand
(equivalent to
NT$1,852,987
thousand)
RMB230,000
thousand
(equivalent to
NT$986,773
thousand)
$ -
-
$ -
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB2,852,760
thousand
(equivalent to
NT$12,239,242
thousand)
Same as above
50% of net worth
RMB7,131,901
thousand
(equivalent to
NT$30,598,109
thousand)
Same as above
2 OIHPL ACCHC Other receivables Y RMB44,000 thousand
(equivalent to
NT$188,774
thousand)
RMB44,000 thousand
(equivalent to
NT$188,774
thousand)
RMB44,000 thousand
(equivalent to
NT$188,774
thousand)
4.14% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB2,443,648
thousand
(equivalent to
NT$10,484,022
thousand)
50% of net worth
RMB6,109,120
thousand
(equivalent to
NT$26,210,055
thousand)
3 OHC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
RMB350,000
thousand
(equivalent to
NT$1,501,611
thousand)
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
RMB350,000
thousand
(equivalent to
NT$1,501,611
thousand)
-
RMB190,000
thousand
(equivalent to
NT$815,160
thousand)
-
4.09%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB577,182
thousand
(equivalent to
NT$2,476,293
thousand)
Same as above
50% of net worth
RMB1,442,955
thousand
(equivalent to
NT$6,190,733
thousand)
Same as above
4 JYDC YYDCCL
TZOCCL
SIYDCCL
SLCL
SLCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
RMB160,000
thousand
(equivalent to
NT$686,451
thousand)
RMB145,000
thousand
(equivalent to
NT$622,096
thousand)
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB140,000
thousand
(equivalent to
NT$600,644
thousand)
RMB140,000
thousand
(equivalent to
NT$600,644
thousand)
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
-
-
RMB70,000 thousand
(equivalent to
NT$300,322
thousand)
-
-
-
-
4.09%
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB1,202,402
thousand
(equivalent to
NT$5,158,685
thousand)
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB3,006,005
thousand
(equivalent to
NT$12,896,711
thousand)
Same as above
Same as above
Same as above
Same as above
(Continued)
  • 99 -
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 Financing Limit
for Each
Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
No.
4 JYDC SHYLCP
ACCHC
Other receivables
Other receivables
Y
Y
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
RMB45,000 thousand
(equivalent to
NT$193,064
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
4.09%
2.94%
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB1,202,402
thousand
(equivalent to
NT$5,158,685
thousand)
Same as above
50% of net worth
RMB3,006,005
thousand
(equivalent to
NT$12,896,711
thousand)
Same as above
5 NYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB30,000 thousand
(equivalent to
NT$128,709
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB30,000 thousand
(equivalent to
NT$128,709
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB33,924
thousand
(equivalent to
NT$145,545
thousand)
Same as above
50% of net worth
RMB84,811
thousand
(equivalent to
NT$363,866
thousand)
Same as above
6 HYDCCL WYXC
HXMC
WYCPCL
SLCL
SYCPCL
SIYDCCL
ACCHC
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$257,419
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB150,000
thousand
(equivalent to
NT$643,547
thousand)
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB80,000 thousand
(equivalent to
NT$343,225
thousand)
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB24,500 thousand
(equivalent to
NT$105,113
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
-
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
-
RMB10,000 thousand
(equivalent to
NT$42,903
thousand)
-
-
-
-
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
-
4.68%
-
-
-
-
2.94%
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

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB523,594
thousand
(equivalent to
NT$2,246,384
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB1,308,985
thousand
(equivalent to
NT$5,615,959
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
7 WYDC WYXC
WYCPCL
Other receivables
Other receivables
Y
Y
RMB70,000 thousand
(equivalent to
NT$300,322
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB70,000 thousand
(equivalent to
NT$300,322
thousand)
RMB25,000 thousand
(equivalent to
NT$107,258
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB121,817
thousand
(equivalent to
NT$522,633
thousand)
Same as above
50% of net worth
RMB304,543
thousand
(equivalent to
NT$1,306,586
thousand)
Same as above

(Continued)

  • 100 -
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
SYCPCL
SLCL
Other receivables
Other receivables
Y
Y
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
-
4.09%
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB121,817
thousand
(equivalent to
NT$522,633
thousand)
Same as above
50% of net worth
RMB304,543
thousand
(equivalent to
NT$1,306,586
thousand)
Same as above
8 CYCPCL SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB16,455
thousand
(equivalent to
NT$70,597
thousand)
Same as above
50% of net worth
RMB41,138
thousand
(equivalent to
NT$176,495
thousand)
Same as above
9 HGYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB70,000
thousand
(equivalent to
NT$300,322
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB70,000
thousand
(equivalent to
NT$300,322
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB254,209
thousand
(equivalent to
NT$1,090,637
thousand)
Same as above
50% of net worth
RMB635,524
thousand
(equivalent to
NT$2,726,599
thousand)
Same as above
10 NYLC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB16,000 thousand
(equivalent to
NT$68,645
thousand)
RMB16,000 thousand
(equivalent to
NT$68,645
thousand)
-
-
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB32,835
thousand
(equivalent to
NT$140,873
thousand)
Same as above
50% of net worth
RMB82,087
thousand
(equivalent to
NT$352,179
thousand)
Same as above
11 SLCL SLCCL Other receivables Y RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB33,000 thousand
(equivalent to
NT$141,580
thousand)
4.09% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB300,846
thousand
(equivalent to
NT$1,290,724
thousand)
50% of net worth
RMB752,116
thousand
(equivalent to
NT$3,226,815
thousand)

Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.

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, 2019.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.

(Concluded)

  • 101 -

TABLE 2

ASIA CEMENT CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2019 (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
YTRMC
b
b
b
b
b
b
b
b
50% of net worth
($73,033,679
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,227,000
9,856,750
30,000
1,516,300
422,880
497,642
150,000
1,000,000
$ 12,195,800

9,848,950

30,000

1,509,020

329,930

497,642

150,000

1,000,000
$ 6,890,000

4,952,000

30,000

420,000

150,000

137,757

-

-
None
None
None
None
None
None
None
None
8.35
6.74
0.02
1.03
0.23
0.34
0.10
0.68
100% of net worth
($146,067,358
thousand)
Same as above
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
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS b 50% of net worth
($6,828,783 thousand)

50,000

50,000

10,000
None 0.37 100% of net worth
($13,657,566
thousand)
Y - -
2 AOG AOC b 50% of net worth
(US$1,146 thousand)
(equivalent to
NT$34,305 thousand)
15,775
14,965

-
None 21.81 100% of net worth
(US$2,292 thousand)
(equivalent to
NT$68,610 thousand)
Y - -
3 YLSS YLSS - 50% of net worth
($902,155 thousand)
100,000
100,000

30,000
100,000 5.54 100% of net worth
($1,804,309 thousand)

-
- -
4 YTRMC AOC b 50% of net worth
($900,885 thousand)
15,775
14,965

-
None 0.83 100% of net worth
($1,801,770 thousand)

Y
- -

Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.

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.

  • 102 -

TABLE 3

ASIA CEMENT CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2019 (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, 2019 December 31, 2019 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
Ordinary shares
China Conch Venture Holding
Far EasTone
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Far Eastern International Bank
Kaohsiung Rapid Transit
Taiwan Stock Exchange Corp.
Ding Ding Hotel Corp.
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
China Shanshui Investment Corp
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
Ordinary shares
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
Tong Yang Industry Co., Ltd
E Ink Holdings corporation
Hiwin Technologies Corporation
Accton Technology Corporation
Casetek Holdings Limited
China Life Insurance Company Limited, H share
-
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
Same as above
Financial assets at fair value through profit or
loss - current
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
Financial assets at fair value through other
comprehensive income - current
Same as above
10,000,000
11,443,000
31,034,372
80,052,950
63,766,522
22,801,185
78,878,582
15,873,243
8,430,368
555,638
598,121
250,003
1,551,395
5
49,928
400,000
1,000,811
540,000
8,000
2,000,000
210,000
1,800,000
8,796,722
6,504,854
275,223
9,200,000
1,242,000
1,732,000
1,130,000
60,000
150,000
1,050,000
607,000
$ 204,700
1,485,828
2,237,578
2,085,379
1,339,097
1,146,900
942,599
78,630
466,199
5,340
14,469
3,902
17,919
-
488,258
38,780
10,620
95,689
273,741
50,454
52,530
63,311
384,417
130,748
-
76,636
84,953
80,798
35,313
16,860
25,200
49,718
50,188
-
0.63
0.95
5.65
7.20
9.17
2.35
5.70
1.16
0.53
0.31
0.38
1.36
0.50
4.99
-
-
0.20
-
-
-
0.02
0.16
1.90
-
0.09
0.05
0.29
0.10
0.02
0.03
0.25
-
$ 204,700
1,485,828
2,237,578
2,085,379
1,339,097
1,146,900
942,599
78,630
466,199
5,340
14,469
3,902
17,919
-
488,258
38,780
10,620
95,689
273,741
50,454
52,530
63,311
384,417
130,748
-
76,636
84,953
80,798
35,313
16,860
25,200
49,718
50,188
Note 4

(Continued)

  • 103 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
Far Eastern International Bank
Oriental Union Chemical Corp.
Far EasTone
Mega Financial Holding Co., Ltd.
Lite-On Technology Corporation
Tripod Technology Corporation
WPG Holdings Limited
Far Eastern International Bank
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Picvue Electronics Co., Ltd.
Ding Ding Hotel Corp.
Far Eastern International Leasing Corporation
Ordinary shares
Far EasTone
Ordinary shares
Far EasTone
Ordinary shares
Everest Textile Co., Ltd.
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Yi Tong Fiber Co., Ltd.
Ordinary shares
Far Eastern International Bank
Far Eastern Department Store Ltd.
Oriental Union Chemical Corp.
Ding & Ding Management Consultants Co., Ltd.
Ordinary shares
Far EasTone
Ding & Ding Management Consultants Co., Ltd.
Ordinary shares
Far EasTone
Yamay International Development Corp.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche E
ChinaAMC CSI 300 Index ETF
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
The same chairman
The same chairman
The Corporation is its director
-
Same chairman with the major shareholder
The Corporation is its director
Same chairman with the major shareholder
Same chairman with the major shareholder
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
Same chairman with the major shareholder
-
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 shareholder
-
The director of the Corporation is its chairman
-
Related party in substance
-
Financial assets at fair value through other
comprehensive income - 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 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 profit or
loss - 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
37,693,157
41,246
215,000
9,958,000
299,000
261,000
340,000
97,439,707
13,630,966
10,506,792
4,812,514
161,700
213,442
45,258,938
50,000
230,000
13,279,219
2,256,782
1,185,713
5,256,454
296,017
935,029
3,254,125
866,730
120,000
273,024
105,000
15
3,973
1,000,000
$ 450,433
866
15,502
304,715
14,756
32,756
13,294
1,164,404
355,087
220,643
242,069
-
2,051
602,813
3,605
16,583
121,372
47,392
30,888
41,691
3,537
24,358
68,337
8,376
8,652
900
7,571
-
156,299
177,202
1.12
-
0.01
0.07
0.01
0.05
0.02
2.90
0.96
1.19
1.94
0.06
0.21
10.14
-
-
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
-
-
-
0.37
$ 450,433
866
15,502
304,715
14,756
32,756
13,294
1,164,404
355,087
220,643
242,069
-
2,051
602,813
3,605
16,583
121,372
47,392
30,888
41,691
3,537
24,358
68,337
8,376
8,652
900
7,571
-
156,299
177,202
Note 5

(Continued)

  • 104 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
Asia Cement Pioneer Investment Ltd.
FSMS
YLT
YLSS
KCC
KCCL
Ordinary shares
Hsing Ta Cement Co., Ltd
Foxconn Technology Co., Ltd
Taiwan Cement Co., Ltd.
Quanta Computer Inc.
Pegatron Corporation
Hon Hai Precision Industry Co., Ltd.
China Construction Bank Corporation, A share
China Life Insurance Company Limited, H share
China Mobile Communications Corporation
Hiwin Technologies Corporation
Accton Technology 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
Lite-On Technology Corporation
Tripod Technology Corporation
WPG Holdings Limited
Far Eastern International Bank
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Ding Shen Investment Co., Ltd.
Hsin Nsn Construction Co., Ltd.
Ordinary shares
Cementon Micronesia L.L.C.
Ordinary shares
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Ordinary shares
Far Eastern International Bank
Far EasTone
Ordinary shares
Far EasTone
Beneficiary certificates
CSOP FTSE China A50 ETF
Beneficiary certificates
Allianz US High Yield Fund
Opas Fund Segregated Portfolio Tranche C
-
-
-
-
-
-
-
-
-
-
-
Same chairman with the major shareholder
-
-
-
-
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
The Corporation is its director
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
-
-
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
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - 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
Financial assets at fair value through other
comprehensive income - noncurrent
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 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
Financial assets at fair value through profit or
loss - current
Same as above
10,834,650
2,043,000
389,519
525,000
825,000
1,720,000
2,500,000
1,350,000
448,000
38,000
150,000
1,426,303
1,000,000
3,286,000
2,882,000
540,000
986,000
136,000
100,000
340,000
135,149,123
1,552,156
4,473,972
39,600,000
2,696
(Note 1)
10,000
350,000
3,020,872
71,099
130,000
300,000
97,741
1,606
$ 217,776
135,247
17,022
33,758
56,430
156,176
77,548
111,620
112,065
10,678
25,200
102,836
47,350
239,221
65,854
80,786
81,524
6,712
12,550
13,294
1,615,032
32,595
116,547
372,240
-
116,727
70
33,933
36,099
5,126
9,373
17,438
21,147
70,827
3.17
0.14
0.01
0.01
0.03
0.01
-
-
-
0.01
0.03
0.04
0.24
0.04
0.08
-
-
0.01
0.02
0.02
4.03
0.18
0.32
18.00
-
10.00
0.15
-
0.09
-
-
-
-
-
$ 217,776
135,247
17,022
33,758
56,430
156,176
77,548
111,620
112,065
10,678
25,200
102,836
47,350
239,221
65,854
80,786
81,524
6,712
12,550
13,294
1,615,032
32,595
116,547
372,240
-
116,727
70
33,933
36,099
5,126
9,373
17,438
21,147
70,827
Note 6

(Continued)

  • 105 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
ACSPL
OCPL
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Ordinary shares
DBS Group
Guocoland Ltd.
Hong Leong Asia
INTRACO
Engro Corp Ltd.
Ordinary shares
Hiap Hoe Ltd.
-
-
-
-
-
-
-
-
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
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
3,232,758
745,068
33,436
26,666
20,000
46,875
2,000
44,260
$ 93,112
60,131
19,202
1,160
297
296
43
786
-
-
-
-
-
-
-
-
$ 93,112
60,131
19,202
1,160
297
296
43
786

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are shares, 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 ($1,045,450 thousand) of the securities are pledged as collaterals for bank loans of the Corporation.

Note 5: 5,000 thousand shares ($130,250 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 6: 3,500 thousand shares ($91,175 thousand) of the securities are pledged as collaterals for bank loans of AIC.

(Concluded)

  • 106 -

TABLE 4

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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, 2019

(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
ACCHC
PIHPL
OIH
OHC
ACSPL
DCI
AIC
Mega
Mega IV
Leap
Ordinary shares
PIHPL
Ordinary shares
OIH
Ordinary shares
OHC
Ordinary shares
YDES
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Investments in subsidiaries
Investments in subsidiaries
Investments in subsidiaries
Investments accounted for using
the equity method
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
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
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
-
-
-
-
-
-
Subsidiaries
Subsidiaries
Subsidiaries
Associates
-
-
-
-
-
-
9,379,303
700,709,352
(Note 1)
(Note 1)
19,000
56,000
58,000
-
-
-
US$ 2,165,969
thousand
US$ 1,473,705
thousand
RMB
813,357
thousand

-

580,194

1,716,669

1,777,798

-

-

-
340,232
(Note 2)
-

-

-

94

-

9,601

9,601

9,601
US$ 73,781
thousand
US$ 73,781
thousand
RMB
500,000
thousand
RMB
714,190
thousand

-

2,869

-

294,286

294,286

294,286
-
-
-
-

19,000

56,094

58,000

9,601

9,601

9,601
$ -

-

-

-

612,797

1,805,004

1,863,752

296,073

296,073

296,073
$ -

-

-

-

583,562

1,716,469

1,774,800

294,286

294,286

294,286
$ -

-

-

-

29,235

88,536

88,952

1,787

1,787

1,787

9,719,535
(Note 2)

700,709,352
(Note 2)

(Note 1)

(Note 1)

-

-

-

-

-

-
US$ 2,484,649
thousand
US$ 1,751,418
thousand
RMB 2,885,909
thousand
RMB
706,643
thousand

-

-

-

-

-

-

Note 1: This is not a company limited by shares.

Note 2: The cash capital increment was not registered yet.

  • 107 -

TABLE 5

ASIA CEMENT CORPORATION AND SUBSIDIARIES

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, 2019

(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
U-Ming
U-Ming Singapore
YLT
NHC
Alliance Concrete Singapore Pte. Ltd.
The Corporation
Far Eastern General Construction Inc.
Far Eastern Resources Development Co.
The Corporation
CHC Resources Corporation
Air Liquide Far Eastern Co.
FENC
OUCC
Oriental Petrochemical (Taiwan) Co., Ltd.
Chubei New Century Shopping Mall Co.,
Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
The Corporation
Far Eastern Polytex Vietnam Ltd.
TZOCCL
WYDC
YYDCCL
NYDC
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
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
An investee accounted for by equity method
Parent company
Related party in substance
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
Related party in substance
Related party in substance
Parent company
Related party in substance
Parent company
Parent company
A subsidiary of 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
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Sales freight expense
Purchase
Sales
Purchase
Sales
Sales
Purchase
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
$ (1,805,262)
(522,223)
(163,476)

551,952

186,958

176,539
151,293
SGD
(28,215)
thousand
SGD
23,042
thousand
(430,434)
(104,551)
1,805,262
466,075
(156,034)
(207,509)
(133,627)
(176,300)
(104,908)
163,476
(116,783)
(151,293)
(176,539)
VND (79,774,106)
thousand
RMB
(240,626)
thousand
RMB
(212,481)
thousand
RMB
(552,419)
thousand
RMB
(92,202)
thousand
(20)
(6)
(2)
6
2
2
2
(78)
63
(5)
(1)
21
5
(14)
(19)
(12)
(20)
(15)
25
(66)
(40)
(98)
(82)
(5)
(4)
(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
Purchase 45 days after monthly closing
Average 60 days
Average 30 days
Average 90 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
110 days
Average 60 days
Purchase 45 days after monthly closing
Average 90 days
Purchase 45 days after monthly closing
30 days
Within 45 days
Within 90 days
Average 30 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 348,664
38,621
34,114
(66,176)
-
(31,883)
(28,431)
SGD
6,247
thousand
SGD
(1,740)
thousand
213,416
76,481
(348,664)
(64,488)
52,734
27,527
23,895
55,066
19,648
(34,114)
35,542
28,431
31,883
VND 26,936,744
thousand
RMB
34,873
thousand
RMB
37,902
thousand
RMB
31,765
thousand
RMB
16,285
thousand
33
4
3
(4)
-
(2)
(2)
83
(28)
6
2
(24)
(4)
25
13
11
46
8
(30)
34
33
99
87
4
5
4
2

(Continued)

  • 108 -
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
NYLC
HYDCCL
RYNM
JYLTC
WAMTC
NYDC
NYLC
HGYDC
JYDC
JYDC
JYDC
JYDC
JYDC
YYDCCL
JYDC
HYDCCL
TZOCCL
JYDC
WAMTC
WYDC
WYCPCL
HZYCCL
JYDC
HGYDC
WAMTC
HXMC
A subsidiary of the Corporation
The same ultimate parent company
A subsidiary of the Corporation
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
An investee accounted for by equity method
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
An investee accounted for by equity method
An investee accounted for by equity method
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Purchase
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Purchase
Sales freight expense
Sales
Sales
Sales
Purchase
Purchase
Sales freight expense
Purchase
RMB
(33,435)
thousand
RMB
(49,612)
thousand
RMB
(23,366)
thousand
RMB
52,041
thousand
RMB
76,408
thousand
RMB
294,343
thousand
RMB
28,776
thousand
RMB
24,880
thousand
RMB
(294,343)
thousand
RMB
92,202
thousand
RMB
(28,776)
thousand
RMB
33,435
thousand
RMB
240,626
thousand
RMB
29,860
thousand
RMB
212,481
thousand
RMB
25,704
thousand
RMB
(29,860)
thousand
RMB
552,419
thousand
RMB
25,879
thousand
RMB
(25,704)
thousand
RMB
(44,639)
thousand
RMB
(32,231)
thousand
RMB
49,612
thousand
RMB
86,691
thousand
RMB
33,759
thousand
RMB
22,650
thousand
(1)
(1)
-
2
2
10
1
1
(100)
35
(17)
23
85
11
63
8
(3)
70
3
(2)
(3)
(2)
5
8
3
2
Average 30 days
Within 90 days
Average 30 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
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
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
6,503
thousand
RMB
12,304
thousand
RMB
3,856
thousand
RMB
(14,608)
thousand
RMB
(19,484)
thousand
RMB
(45,705)
thousand
RMB
(2,475)
thousand
RMB
(7,370)
thousand
RMB
45,705
thousand
RMB
(16,285)
thousand
RMB
2,475
thousand
RMB
(6,503)
thousand
RMB
(34,873)
thousand
RMB
(912)
thousand
RMB
(37,902)
thousand
RMB
(280)
thousand
RMB
912
thousand
RMB
(31,765)
thousand
RMB
(2,885)
thousand
RMB
280
thousand
RMB
14,085
thousand
RMB
14,906
thousand
RMB
(12,304)
thousand
RMB
(9,658)
thousand
-
RMB
(1,856)
thousand
1
1
-
(8)
11
(25)
(1)
(4)
100
(58)
2
(31)
(92)
(2)
(59)
-
1
(64)
(6)
-
4
4
(14)
(11)
-
(2)

(Continued)

  • 109 -
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
WYCPCL
SIYDCCL
HGYDC
SLCL
SYCPCL
JYLTC
SYTCL
RYNM
HYDCCL
SLCL
SYCPCL
HYDCCL
JYDC
SYCPCL
SIYDCCL
SYTCL
SLCL
SIYDCCL
JYDC
SLCL
JYDC
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
Parent company
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Purchase
RMB
44,639
thousand
RMB
(81,058)
thousand
RMB
(27,616)
thousand
RMB
(86,691)
thousand
RMB
(24,880)
thousand
RMB
(23,395)
thousand
RMB
81,058
thousand
RMB
43,424
thousand
RMB
23,395
thousand
RMB
27,616
thousand
RMB
(52,041)
thousand
RMB
(43,424)
thousand
RMB
23,366
thousand
30
(4)
(1)
(10)
(3)
(2)
10
5
9
11
(63)
(56)
100
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
(14,085)
thousand
RMB
7,306
thousand
RMB
8,710
thousand
RMB
9,658
thousand
RMB
7,370
thousand
RMB
22,603
thousand
RMB
(7,306)
thousand
RMB
(6,162)
thousand
RMB
(22,603)
thousand
RMB
(8,710)
thousand
RMB
14,608
thousand
RMB
6,162
thousand
RMB
(3,856)
thousand
(43)
1
1
18
14
3
(15)
(12)
(24)
(9)
62
24
(99)

(Concluded)

  • 110 -

TABLE 6

ASIA CEMENT CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL YEAR ENDED DECEMBER 31, 2019

(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
OIH
OHC
SLCL
WYDC
HYDCCL
YTRMC
Alliance Concrete Singapore Pte. Ltd.
Far Eastern General Construction Inc.
TZDC
WYDC
YYDCCL
ACCHC
SHYLCP
TZOCCL
JYDC
ACCHC
SLCL
SLCCL
SYCPCL
ACCHC
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
Parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
Parent company
$ 348,664
SGD
6,247
thousand
213,416
RMB
34,873
thousand
RMB
37,902
thousand
RMB
31,765
thousand
RMB 700,000
thousand
RMB
45,000
thousand
RMB
70,000
thousand
RMB
45,705
thousand
RMB
44,000
thousand
RMB 190,000
thousand
RMB
33,000
thousand
RMB
40,000
thousand
RMB 400,000
thousand
5.02 times
4.25 times
1.75 times
6.92 times
6.71 times
16.52 times
Note 1
Note 1
Note 1
6.77 times
Note 1
Note 1
Note 1
Note 1
Note 1
$ -
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 5,386
SGD
6,247
thousand
121,620
RMB
30,032
thousand
-
RMB
23,692
thousand
-
-
-
RMB
45,705
thousand
-
RMB
90,000
thousand
-
-
-
$ -
-

-
-

-
-

-

-

-
-

-
-

-

-

-

Note 1: The accounts receivable from financing.

  • 111 -

TABLE 7

ASIA CEMENT CORPORATION AND SUBSIDIARIES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2019

(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, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 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
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Singapore
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
B.V.I.
Cayman
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
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
-
112,096
27,619
828,313
846,224
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

4,821,008

289,982

140,138

1,263,385

36,024

143,516

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
115,882,928
82,812,887
1,127,000
-
1,294,270
468,486
27,700,000
28,300,000
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
-
99.56
0.06
100.00
100.00
100.00
$ 41,411,828
39,074,139
10,462,271
13,656,200
6,059,603
3,218,379
2,560,533
4,142,011
1,921,049
3,256,199
1,801,770
1,969,817
1,410,458
640,867
261,372
373,481
265,154
182,274
80,652
75,594
54,922
5,248,933
1,320,548
4,402,354
2,509,521
446,154
-
133,735
30,967
774,004
855,589
281,337
$ 14,106,889

10,732,669

1,621,695

1,262,905

1,097,061

214,541

811,808

693,709

250,003

977,016

146,801

1,347

213,189

152,284

52,531

12,144

22,796

59,946

14,020

1,040

3,038

13,578,105

214,541

725,256

10,732,669

40,881

-

(6,936)

1,621,695

86,138

100,918

46,877
$ 9,554,596

1,637,898

636,545

1,262,788

653,769

67,561

242,893

693,431

47,326

977,016

146,801

(6,939)

213,363

56,887

52,499

5,295

11,626

58,885

5,664

871

3,038

965,182

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)

  • 112 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 Shares Percentage of
Ownership
Carrying Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Drive Catalyst SPC - SP Tranche One
Drive Catalyst SPC - SP Tranche Three
CSCGL
SHSTC
PGIC
FENC
U-Ming
CSCGL
YSRMC
YTV
PYCI
AOG
FDT
FENC
YDEC
U-Ming
FENC
ACCHC
U-Ming
CSCGL
YDEC
PYCI
YLPCIP
AOG
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
DCI
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Cayman
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Taiwan
Vietnam
Indonesia
Guam
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Taiwan
Cayman
Taiwan
Indonesia
India
Guam
Taiwan
Taiwan
Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taiwan
Investment
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
Ready-mixed concrete
Tunnel lining segments
Investment
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
$ 289,050
780,510
123,120
123,960
872,619
-
36,771
15,240
1,027
282,957
69,930
201,823
144,369
236,240
30,373
40,263
160,424
1,891
31,322
50,541
38,931
266,942
20,776
1,448
8,338
66,816
405,473
77,446
376
2,100,779
833,410
578,325
575,538
623,340
76
$ 289,050

780,510

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

621

8,338

66,816

405,473

77,446

376

2,039,879

544,135

289,050

286,263

334,065

76
10,000,000
26,100,000
4,000
4,000
56,297,000
-
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
30,557,900
50,000
1,020,000
3,161,500
3,485,997
8,368,000
4,411,559
(Note 1)
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
68,550,000
28,000,000
19,500,000
19,010,000
20,915,000
5,401
100.00
100.00
25.00
25.00
1.29
-
31.00
0.03
0.01
0.21
69.93
100.00
99.00
95.04
99.87
0.08
26.95
0.01
0.02
0.20
0.41
0.19
3.89
1.00
99.99
4.96
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
$ 319,223
888,698
120,649
118,975
890,053
-
51,455
40,356
941
145,992
87,687
291,247
68,599
65,207
740,647
109,949
585,374
1,805
31,091
84,246
35,455
132,075
84,414
693
1,915
3,403
649,483
72,456
850
2,064,326
891,935
542,204
588,459
442,420
76
$ 52,787

106,605

3,831

(3,076)

13,578,105

-

8,847

10,732,669

1,621,695

13,578,105

27,530

7,838

(72,481)

(43,552)

109,850

10,732,669

117,812

1,621,695

10,732,669

14,106,889

1,621,695

13,578,105

117,812

(72,481)

(219)

(43,552)

10,732,669

1,621,695

1,097,061

306,888

101,257

36,662

48,009

14,774

1,262,905

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

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)

  • 113 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 Shares Percentage of
Ownership
Carrying Value
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
CSCGL
Opas Fund Segregated Portfolio
Company
Drive Catalyst SPC
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
KCCL
Join Fortune Trading Ltd.
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Asia Oriental Concrete, LLC
Perez-Mtec-ACC, L.L.C.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
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
Ready-mixed concrete
Ready-mixed concrete
$ 176

78
116
119
110
37
15,649
53
556,895
58,840
266,882
1,531
494
1,959,250
544,689
290,967
292,032
567,556
554,533
293,393
292,743
504,078
38
88,372
65,076
23,296
237,944
8,979
$ 176

78

116

119

110

37

15,649

53

556,895

58,840

266,882

1,531

494

1,959,250

544,689

290,967

292,032

567,556

554,533

293,393

292,743

504,078
38
88,372

65,076

23,296

178,084

8,979
5,000
5,000
6,000
5,000
7,145
5,000
660,000
5,782
31,528,000
6,348,103
7,480,000
33
33
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
0.17
33.00
33.00
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
71.70
33.33
$ 272
80
120
125
199
44
16,630
53
498,144
308,774
118,080
1,607
488
1,700,893
583,507
233,970
293,443
562,979
479,139
254,137
291,688
591,806
138,589
18,957
16,508
3,289
22,269
42
$ 213,189

52,531

59,946

(6,936)

109,850

27,530

14,020

146,801

13,578,105

1,621,695

13,578,105

113

20

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105
13,198
584

(559)

1,253

(66,247)

-

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)

  • 114 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 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
$ 377,230
598,600
155,330
26,356,747
$ 377,230
598,600

155,330

26,356,747
17,000,000
63,790,798
6,000,000
9,379,303
100.00
4.07
50.00
100.00
$ 260,244
2,488,498
206,833
74,365,545
$ 3,400
14,106,889

204,204

15,638,825
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)

  • 115 -

TABLE 8

ASIA CEMENT CORPORATION AND SUBSIDIARIES

INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2019 (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, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
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$448,950
thousand)
US$356,104 (equivalent
to NT$10,658,193
thousand)
US$36,140 (equivalent
to NT$1,081,670
thousand)
-
US$130,407 (equivalent
to NT$3,903,082
thousand)
RMB60,000 (equivalent
to NT$257,419
thousand)
RMB90,000 (equivalent
to NT$386,128
thousand)
US$368,340 (equivalent
to NT$11,024,416
thousand)
US$4,100 (equivalent to
NT$122,713
thousand)
RMB12,500 (equivalent
to NT$53,629
thousand)
(2)
(2)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
US$11,200 (equivalent
to NT$335,216
thousand)
US$93,035 (equivalent
to NT$2,784,538
thousand)
RMB(126,758)
(equivalent to
NT$(543,832)
thousand)
US$22,081 (equivalent
to NT$660,884
thousand)
RMB(3,533) (equivalent
to NT$(15,158)
thousand)
US$1,270 (equivalent to
NT$38,011 thousand)
US$54,191 (equivalent
to NT$1,621,937
thousand)
-
-
US$67,585 (equivalent
to NT$2,022,819
thousand)
RMB(4,091) (equivalent
to NT$(17,552)
thousand)
US$2,023 (equivalent to
NT$60,548 thousand)
-
$ -
-
-
-
-
-
-
-
-
-
$ -
RMB(380,367)
(equivalent to
NT$(1,631,895)
thousand)
-
-
-
-
-
RMB(136,094)
(equivalent to
NT$(583,886)
thousand)
-
-
US$11,200 (equivalent
to NT$335,216
thousand)
US$93,035 (equivalent
to NT$2,784,538
thousand)
RMB(507,125)
(equivalent to
NT$(2,175,727)
thousand)
US$22,081 (equivalent
to NT$660,884
thousand)
RMB(3,533) (equivalent
to NT$(15,158)
thousand)
US$1,270 (equivalent to
NT$38,011 thousand)
US$54,191 (equivalent
to NT$1,621,937
thousand)
-
-
US$67,585 (equivalent
to NT$2,022,819
thousand)
RMB(140,185)
(equivalent to
NT$(601,438)
thousand)
US$2,023 (equivalent to
NT$60,548 thousand)
-
RMB14,271
(equivalent to
NT$63,986 thousand)
RMB1,488,812
(equivalent to
NT$6,675,264
thousand)
RMB29,023 (equivalent
to NT$130,126
thousand)
-
RMB386,044 (equivalent
to NT$1,730,872
thousand)
RMB(6,553) (equivalent
to NT$(29,379)
thousand)
RMB15,586 (equivalent
to NT$69,883
thousand)
RMB1,264,886
(equivalent to
NT$5,671,266
thousand)
RMB14,136 (equivalent
to NT$63,381
thousand)
RMB6,397 (equivalent to
NT$28,680 thousand)
72.00
68.40
72.00
-

72.00
68.40
52.20
72.00
72.00

70.12
RMB10,275 (equivalent
to NT$46,070
thousand)
RMB1,018,348
(equivalent to
NT$4,565,881
thousand)
RMB20,896 (equivalent
to NT$93,691
thousand)
-
RMB277,951 (equivalent
to NT$1,246,228
thousand)
RMB(4,482) (equivalent
to NT$(20,096)
thousand)
RMB8,136 (equivalent to
NT$36,479 thousand)
RMB910,718 (equivalent
to NT$4,083,312
thousand)
RMB10,178 (equivalent
to NT$45,634
thousand)
RMB4,485 (equivalent to
NT$20,111 thousand)
RMB10,405 (equivalent
to NT$44,643
thousand)
RMB4,112,215
(equivalent to
NT$17,642,702
thousand)
RMB438,541 (equivalent
to NT$1,881,481
thousand)
-

RMB2,077,855
(equivalent to
NT$8,914,653
thousand)
RMB112,989 (equivalent
to NT$484,760
thousand)

RMB88,543 (equivalent
to NT$379,876
thousand)

RMB3,773,937
(equivalent to
NT$16,191,384
thousand)
RMB59,238 (equivalent
to NT$254,151
thousand)

RMB25,780 (equivalent
to NT$110,602
thousand)
US$800 (equivalent to
NT$23,944 thousand)
US$50,781 (equivalent
to NT$1,519,875
thousand)
RMB507,125 (equivalent
to NT$2,175,727
thousand)

US$4,469 (equivalent to
NT$133,757
thousand)
RMB3,533 (equivalent to
NT$15,158 thousand)
-
US$809 (equivalent to
NT$24,213 thousand)

-
-
US$27,009 (equivalent
to NT$808,379
thousand)
RMB140,185 (equivalent
to NT$601,438
thousand)
US$77 (equivalent to
NT$2,305 thousand)
-
(Continued)
  • 116 -
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, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
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, slag powder and ready-mixed
concrete (including cement - related
products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
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$4,633,164
thousand)
-
US$3,300 (equivalent to
NT$98,769 thousand)
US$3,500 (equivalent to
NT$104,755
thousand)
US$35,530 (equivalent
to NT$1,063,413
thousand)
US$86,170 (equivalent
to NT$2,579,068
thousand)
RMB13,000 (equivalent
to NT$55,774
thousand)
RMB60,000 (equivalent
to NT$257,419
thousand)
RMB90,000 (equivalent
to NT$386,128
thousand)
RMB30,000 (equivalent
to NT$128,709
thousand)
RMB10,000 (equivalent
to NT$42,903
thousand)
RMB35,500 (equivalent
to NT$152,306
thousand)
US$16,000 (equivalent
to NT$478,880
thousand)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$44,610 (equivalent
to NT$1,335,177
thousand)
RMB(36,155)
(equivalent to
NT$(155,116)
thousand)
US$980 (equivalent to
NT$29,331 thousand)
US$2,970 (equivalent to
NT$88,892 thousand)
US$2,158 (equivalent to
NT$64,589 thousand)
US$14,833 (equivalent
to NT$443,952
thousand)
US$13,513 (equivalent
to NT$404,444
thousand)
RMB(24,078)
(equivalent to
NT$(103,302)
thousand)
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
RMB(87,753)
(equivalent to
NT$(376,488)
thousand)
-
-
-
-
RMB(67,959)
(equivalent to
NT$(291,566)
thousand)
-
-
-
-
-
-
-
US$44,610 (equivalent
to NT$1,335,177
thousand)
RMB(123,908)
(equivalent to
NT$(531,604)
thousand)
US$980 (equivalent to
NT$29,331 thousand)
US$2,970 (equivalent to
NT$88,892 thousand)
US$2,158 (equivalent to
NT$64,589 thousand)
US$14,833 (equivalent
to NT$443,952
thousand)
US$13,513 (equivalent
to NT$404,444
thousand)
RMB(92,037)
(equivalent to
NT$(394,868)
thousand)
-
-
-
-
-
-
-
RMB430,511 (equivalent
to NT$1,930,247
thousand)
-
RMB17,747 (equivalent
to NT$79,571
thousand)
RMB4,087 (equivalent to
NT$18,323 thousand)
RMB50,419 (equivalent
to NT$226,061
thousand)
RMB265,762 (equivalent
to NT$1,191,577
thousand)
RMB112 (equivalent to
NT$501 thousand)
RMB23,129 (equivalent
to NT$103,702
thousand)
RMB45,088 (equivalent
to NT$202,157
thousand)
RMB6,787 (equivalent to
NT$30,430 thousand)
RMB10,800 (equivalent
to NT$48,425
thousand)
RMB10,804 (equivalent
to NT$48,439
thousand)
RMB13,131 (equivalent
to NT$58,875
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
RMB309,968 (equivalent
to NT$1,389,778
thousand)
-
RMB12,778 (equivalent
to NT$57,291
thousand)
RMB2,942 (equivalent to
NT$13,193 thousand)
RMB36,302 (equivalent
to NT$162,764
thousand)
RMB191,349 (equivalent
to NT$857,936
thousand)
RMB80 (equivalent to
NT$360 thousand)
RMB16,653 (equivalent
to NT$74,665
thousand)
RMB28,758 (equivalent
to NT$128,941
thousand)
RMB1,955 (equivalent to
NT$8,764 thousand)
RMB2,948 (equivalent to
NT$13,217 thousand)
RMB3,751 (equivalent to
NT$16,820 thousand)
RMB8,982 (equivalent to
NT$40,271 thousand)

RMB1,884,938
(equivalent to
NT$8,086,981
thousand)
-
RMB38,641 (equivalent
to NT$165,782
thousand)

RMB31,255 (equivalent
to NT$134,095
thousand)
RMB300,302 (equivalent
to NT$1,288,390
thousand)

RMB915,154 (equivalent
to NT$3,926,300
thousand)
RMB13,316 (equivalent
to NT$57,130
thousand)
RMB65,039 (equivalent
to NT$279,036
thousand)
RMB256,172 (equivalent
to NT$1,099,058
thousand)

RMB13,305 (equivalent
to NT$57,084
thousand)

RMB6,819 (equivalent to
NT$29,255 thousand)

RMB32,162 (equivalent
to NT$137,985
thousand)

RMB60,949 (equivalent
to NT$261,493
thousand)
US$12,990 (equivalent
to NT$388,791
thousand)
RMB123,908 (equivalent
to NT$531,604
thousand)
-
-
US$992 (equivalent to
NT$29,691 thousand)

US$1,016 (equivalent to
NT$30,409 thousand)

US$1,837 (equivalent to
NT$54,981 thousand)
RMB92,037 (equivalent
to NT$394,868
thousand)
-
-

-
-

-
-
-
(Continued)
  • 117 -
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, 2019
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
Outward Inward
SLCL
SLCCL
YDES
RYNM
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement - related products
Wholesale of chemical products and
machinery equipment, design and
development of computer software
and network technology
Building materials, products and
construction waste
RMB600,000 (equivalent
to NT$2,574,190
thousand)
RMB20,000 (equivalent
to NT$85,806
thousand)
RMB1,763,425
(equivalent to
NT$7,565,650
thousand)
RMB2,000 (equivalent to
NT$8,581 thousand)

(2)
(2)
(2)

(2)
$ -
-
-
-
$ -
-
-
-
$ -
-
-
-
$ -
-
-
-
RMB568,864 (equivalent
to NT$2,550,570
thousand)
RMB(503) (equivalent to
NT$((2,254)
thousand)
RMB(22,262)
(equivalent to
NT$(99,813)
thousand)
RMB47,672 (equivalent
to NT$213,741
thousand)

72.00
72.00
28.80
68.40
RMB407,522 (equivalent
to NT$1,827,173
thousand)
RMB(362) (equivalent to
NT$(1,623) thousand)
RMB(5,434) (equivalent
to NT$(24,364)
thousand)
RMB32,607 (equivalent
to NT$146,199
thousand)

RMB1,512,948
(equivalent to
NT$6,491,023
thousand)
RMB(15,014)
(equivalent to
NT$(64,413)
thousand)
RMB508,783 (equivalent
to NT$2,182,839
thousand)
RMB33,975 (equivalent
to NT$145,765
thousand)
$ -
-

-
-
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2019
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$14,398,395 thousand)
RMB(866,788)
(equivalent to NT$(3,718,794) thousand)
US$2,284,279
(equivalent to NT$68,368,470 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, 2019 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, 2019 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2019.

(Concluded)

  • 118 -

TABLE 9

ASIA CEMENT CORPORATION AND SUBSIDIARIES

BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019 (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 YTRMC
ACSPL
AIC
YSRMC
DCI
1
1
1
1
1
1
1
1
1
1
Accounts receivable
Sales
Other revenue
Guarantee deposits
Accounts receivable
Sales
Other revenue
Accounts receivable
Sales
Other revenue
$ 348,664
1,805,262
12,423
576,643
38,621
522,223
27,598
34,114
163,476
18,189
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 YTRMC YTV 1 Other receivables 33,288 Based on regular terms -
2 AEE The Corporation
YLT
NHC
2
2
3
3
Accounts receivable
Sales
Sales
Sales
11,087
10,866
30,297
13,552
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
3 NHC The Corporation 2
2
Accounts receivable
Sales
28,431
151,293
Based on regular terms
Based on regular terms
-
-
4 YLT The Corporation 2
2
Accounts receivable
Sales
31,883
176,539
Based on regular terms
Based on regular terms
-
-
5 FMT The Corporation
YTRMC
NHC
FDT
2
2
3
3
3
1
1
Accounts receivable
Sales
Accounts receivable
Sales
Sales
Sales
Other revenue
14,930
86,230
10,483
49,011
13,766
66,082
18,786
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
-
-
-
-
-
-
-
6 FDT FMT
YLSS
2
2
3
Other receivables
Sales
Sales
10,027
67,601
19,486
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
7 OC ACCHC 2 Other receivables 193,187 Based on regular terms -
(Continued)
  • 119 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
8 SHYLCP JYDC 3 Sales $ 40,950 Based on regular terms -
9 OHC SLCL 3
3
Other receivables
Interest revenue
816,179
41,576
Based on regular terms
Based on regular terms
-
-
10 SYTCL SYCPCL
SIYDCCL
SLCL
3
3
3
3
3
Sales
Accounts receivable
Sales
Accounts receivable
Sales
20,344
11,646
83,829
26,438
194,697
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
11 SIYDCCL SYCPCL
SLCL
CYCPCL
3
3
1
1
3
3
Accounts receivable
Sales
Accounts receivable
Sales
Accounts receivable
Sales
37,367
123,821
31,346
363,433
16,925
95,363
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
12 SLCL SYCPCL
SIYDCCL
SLCCL
3
3
2
2
1
Accounts receivable
Sales
Sales
Other receivables
Other receivables
96,972
104,895
29,403
171,827
141,757
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
13 CYCPCL SYCPCL
SIYDCCL
SLCL
3
3
3
3
Accounts receivable
Sales
Sales
Sales
50,241
62,680
12,150
21,489
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
14 JYLTC JYDC
NYDC
HGYDC
2
2
3
3
3
Accounts receivable
Sales
Accounts receivable
Sales
Sales
62,673
233,332
30,867
85,317
32,807
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
15 JYDC The Corporation
SHYLCP
SIYDCCL
SLCL
ACCHC
WYDC
NYLC
2
3
3
3
3
2
2
3
3
1
1
Sales
Other receivables
Other receivables
Other revenue
Other revenue
Other receivables
Interest revenue
Accounts receivable
Sales
Accounts receivable
Sales
67,211
193,553
13,482
23,793
11,308
3,014,013
11,278
162,610
952,682
27,901
149,911
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
-
-
(Continued)
  • 120 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
NYDC
TZOCCL
YYDCCL
HYDCCL
RYNM
1
1
3
3
3
3
3
3
3
3
3
Accounts receivable
Sales
Accounts receivable
Other receivables
Sales
Interest revenue
Accounts receivable
Sales
Accounts receivable
Sales
Sales
$ 69,869
413,400
149,616
301,665
1,078,874
15,618
136,281
2,476,837
52,787
222,443
104,764
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
-
-
3
-
-
-
16 WYCPCL HYDCCL 3 Sales 28,540 Based on regular terms -
17 WYDC SLCL
SYCPCL
3
3
Interest revenue
Other receivables
12,408
171,827
Based on regular terms
Based on regular terms
-
-
18 WYXC WYDC 3
3
Accounts receivable
Sales
28,367
39,374
Based on regular terms
Based on regular terms
-
-
19 NYLC JYDC 2
2
Accounts receivable
Sales
10,616
129,021
Based on regular terms
Based on regular terms
-
-
20 NYDC JYDC 2
2
Accounts receivable
Sales
196,087
1,319,721
Based on regular terms
Based on regular terms
-
1
21 YYDCCL TZOCCL 3 Sales 133,883 Based on regular terms -
22 HYTCL WYDC
HYDCCL
3
2
2
Sales
Accounts receivable
Sales
14,271
10,066
53,369
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
23 HYDCCL SIYDCCL
SLCL
JYDC
ACCHC
WYCPCL
WYDC
WYXC
HGYDC
3
3
3
3
3
3
2
2
3
3
3
3
1
3
Accounts receivable
Sales
Accounts receivable
Sales
Interest revenue
Sales
Other receivables
Interest revenue
Accounts receivable
Sales
Sales
Other revenue
Sales
Sales
10,992
61,346
10,430
64,074
11,324
86,603
1,732,944
16,581
60,428
200,144
115,249
10,371
20,284
12,487
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 121 -
Number Company Name Counterparty Relationship
(Note)
Transaction Details Transaction Details % to Total
Revenue or Assets
Financial Statement Account Amount Transaction Terms
24 HGYDC JYDC
WYCPCL
WYXC
HYDCCL
YYDCCL
3
3
3
3
3
3
3
Accounts receivable
Sales
Sales
Sales
Accounts receivable
Sales
Sales
$ 31,619
111,553
21,367
17,064
41,434
388,690
42,056
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
-
-
-
-
-
-
-
25 RYNM JYDC
YYDCCL
HYDCCL
2
3
3
3
3
Prepayment for purchases
Accounts receivable
Sales
Accounts receivable
Sales
73,317
10,092
23,773
21,613
22,584
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
26 AOG AOC 1
1
Long-term lease receivable
Accounts receivable
10,118
23,835
Based on regular terms
Based on regular terms
-
-
  • Note: 1. Parent to subsidiary.

  • Subsidiary to parent.

  • Between subsidiaries.

(Concluded)

  • 122 -

Asia Cement Corporation

Financial Statements for the Years Ended December 31, 2019 and 2018 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, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

The key audit matters identified in the Corporation’s financial statements for the year ended December 31, 2019 are stated as follows:

Estimated Impairment of Trade Receivables of Subsidiaries

The estimated provision for impairment of trade receivables is based on the assumptions of defaults and expected loss rates. The assumptions and selection of inputs for impairment calculation are based on the historical experience, existing market conditions as well as forward looking estimates of the Corporation’s subsidiaries. When the actual future cash flows are less than expected, a material impairment loss may arise. Because key assumptions and inputs used for measuring expected credit losses on trade receivables involve significant judgments and uncertainties, we considered the estimated impairment of trade receivables as one of the key audit matters.

  • 1 -

The corresponding audit procedures that we performed for the estimated impairment of trade receivables of the subsidiaries are as follows:

  1. We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.

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

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

  4. For the estimated impairment of accounts receivable, we evaluated the adequacy of management’s provision for impairment based on customers’ past default experience, current financial position, any collateral pledged, existing market conditions as well as forward looking estimates.

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 15 to the financial statements. Because the valuation of investment properties involves significant judgments and uncertainties, we considered the fair value measurement of investment properties as one of the key audit matters.

The corresponding audit procedures that we performed for the fair value measurement of investment properties are as follows:

  1. We assessed the professional competence and independence of the appraiser engaged by management and we obtained an understanding of the appraiser’s scope of work and process of engagement to confirm that no circumstances affect the appraiser’s independence and limit the scope of his work.

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

  3. We sample-tested items from management’s supporting documents, which include the effective gross income, expenses, and property rights of land and buildings to verify the valuation process used by management and recalculated the fair value of investment properties to assess the reasonableness of management’s calculation.

Other Matter

The financial statements of China Shanshui Cement Group Limited (CSCGL), an associate accounted for using equity method, were audited by other auditors as of December 31, 2019 and 2018. 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, 2019 and 2018, the aggregate carrying value of the equity-method investments in CSCGL was NT$12,022,105 thousand and NT$10,215,045 thousand, respectively, representing 6% and 5%, respectively, of the total assets. For the years ended December 31, 2019 and 2018, the share of profit or loss of CSCGL was NT$2,211,060 thousand and NT$376,472 thousand, respectively, representing 12% and 3%, respectively, of the profit 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.

  • 2 -

In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our 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.

  5. 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.

  6. 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.

  • 3 -

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, 2019 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 Tai, Xin Wei and Fan, Yu Wei.

Deloitte & Touche Taipei, Taiwan Republic of China

March 25, 2020

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 -

ASIA CEMENT CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 30)

Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income - current (Notes 8 and 31)
Financial assets at amortized cost (Notes 6, 11 and 30)
Notes receivable
Third parties
Trade receivables
Third parties (Note 10)
Related parties (Notes 10 and 30)
Other receivables (Note 30)
Current tax assets (Note 26)
Inventories (Note 11)
Prepayments (Note 17)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Notes 12 and 31)

Financial assets at fair value through other comprehensive income - non-current (Note 8)
Property, plant and equipment (Notes 13 and 31)
Right-of-use assets (Note 14)
Investment properties (Notes 15, 30 and 31)
Intangible assets (Note 16)
Deferred tax assets (Note 26)
Long-term prepayments for leases (Note 17)
Other non-current assets (Notes 18, 22 and 30)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term bills payable (Note 19)

Financial liabilities at fair value through profit or loss - current (Note 7)
Contract liabilities - current (Note 24)
Accounts payable and accrued expenses
Third parties
Related parties (Note 30)
Dividends and bonuses payable
Current tax liabilities (Note 26)
Lease liabilities - current (Note 14)
Deferred revenue - current (Note 21)
Current portion of long-term liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 20)
Long-term borrowings (Note 20)
Provisions - non-current (Note 23)
Deferred tax liabilities (Note 26)
Lease liabilities - non-current (Note 14)
Deferred revenue - non-current (Note 21)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 23)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2019
Amount
%
$ 2,475,739
1
1,690,528
1
2,237,578
1
1,763,189
1
80,634
-
513,070
-
447,234
-
75,865
-
-
-
1,545,309
1
45,581
-

6,234

-


10,880,961

5

135,143,849
67
6,588,692
3
4,234,288
2
441,661
-
42,114,210
21
4,957
-
16,463
-
-
-

4,515,418

2

193,059,538
95

$ 203,940,499
100

$ 10,757,906
5
112,070
-
83,726
-
1,478,744
1
201,804
-
224,335
-
298,368
-
40,370
-
75,912
-

3,000,000

2


16,273,235

8

19,280,807
9
11,795,000
6
98,000
-
9,503,629
5
44,787
-
847,893
-

29,790

-


41,599,906
20


57,873,141
28


33,614,472
17


1,456,054

1

16,727,089
8
64,463,426
32

27,373,840
13

108,564,355
53


2,432,477

1

146,067,358
72

$ 203,940,499
100
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

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

(With Deloitte & Touche auditors’ report dated March 25, 2020)

  • 5 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 24 and 30)

OPERATING COSTS (Notes 11, 24, 25 and 30)

GROSS PROFIT
(UNREALIZED) REALIZED GAIN ON
TRANSACTIONS WITH SUBSIDIARIES AND
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Administrative expenses (Notes 25 and 30)
Expected credit loss (Note 10)

Total operating expenses

OPERATING LOSS

NON-OPERATING INCOME AND EXPENSES
Other income (Note 25)
Other gains and losses (Note 25)
Finance costs (Note 25)
Share of profit of subsidiaries and associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 26)

NET INCOME FOR THE YEAR
2019
Amount
%
$ 8,985,917 100

8,507,992
95

477,925
5

(8,442)

-


469,483

5

678,405
7

3,753

-


682,158

7


(212,675)
(2)

812,795
9
814,110
9
(369,349) (4)

17,111,219
190


18,368,775
204

18,156,100 202

696,427

8


17,459,673
194
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
(Continued)
  • 6 -

ASIA CEMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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 (loss) on investments in equity
instruments at fair value through other
comprehensive income

Remeasurement of defined benefit plans
Share of other comprehensive (loss) income of
subsidiaries and associates


Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive (loss) 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 27)
Basic
Diluted
2019
Amount
%
$ 329,435
4
467,246
5

2,650,225
29


3,446,906
38


(3,254,043)
(36)


192,863

2

$ 17,652,536
196

$ 5.56
$ 5.25
2018











Amount
%
$ (9)
-

265,965
3

1,426,545
17

1,692,501
20

1,758

-

1,694,259
20
$ 12,811,353
147
$ 3.54
$ 3.49




The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 25, 2020) (Concluded)

  • 7 -

ASIA CEMENT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2018
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
Disposal 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
Effect of retrospective application and retrospective restatement

BALANCE AT JANUARY 1, 2019 AS RESTATED
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends - $2.8 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, 2019
Other comprehensive income (loss) for the year ended December 31, 2019,
net of income tax
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income by associates
Other changes in equity from investments in subsidiaries and associates
accounted for using equity method

BALANCE AT DECEMBER 31, 2019
Share Capital Issued
Shares
Amount
Capital Surplus
3,361,447
$ 33,614,472
$ 1,168,692

-
-
-
-
-
-
-
-
-
-
-
185,411
-
-
8,451
-
-
-
-
-
-
-
-
-

-

-

-

3,361,447
33,614,472
1,362,554

-

-

-

3,361,447
33,614,472
1,362,554
-
-
-
-
-
-
-
-
-
-
-
93,500
-
-
-
-
-
-
-
-
-

-

-

-


3,361,447
$ 33,614,472
$ 1,456,054
Retained Earnings Unappropriated
Earnings
$ 17,839,296

(546,900 )
(943,188 )
(4,033,736 )
-
-
11,117,094
351,764
(3,408,697 )

(17,172)

20,358,461

(143,100)

20,215,361
(1,111,709 )
(518,281 )
(9,412,052 )
-
17,459,673
676,889
79,711

(15,752)

$ 27,373,840
Other Equity Total
$ (1,754,978 )
-
-
-
-
-
-
1,342,495
3,408,697

-

2,996,214


-

2,996,214

-
-
-
-
-

(484,026 )
(79,711 )

-

$ 2,432,477
Total Equity
$ 128,937,919
-
-
(4,033,736 )
185,411
8,451
11,117,094
1,694,259
-

(17,172)
137,892,226

(143,100)
137,749,126
-
-
(9,412,052 )
93,500
17,459,673

192,863

-

(15,752)
$ 146,067,358
Exchange
Differences on
Translating the
Unrealized
Gain (Loss) on
Financial Assets
Financial
at Fair Value
Statements of
Through Other
Foreign
Comprehensive
Operations
Income
$ (2,638,153 ) $ 516,962


-
-

-
-

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

-
3,408,697

-

-

(2,641,364 )
5,268,916

-

-

(2,641,364 )
5,268,916

-
-

-
-

-
-
-
-
-
-
(3,271,837 )
2,719,118
-
(79,711 )

-

-

$ (5,913,201)
$ 7,908,323
Gains on
Property
Revaluation
$ 307,728

-
-
-
-
-
-
-
-

-

307,728

-

307,728
-
-
-
-
-
77,486

-

-

$ 385,214
Cash Flow
Hedge
$ 58,485

-
-
-
-
-
-
2,449
-

-

60,934

-

60,934
-
-
-
-
-
(8,793 )
-

-

$ 52,141





Legal Reserve
Special Reserve
$ 15,068,480
$ 63,001,957

546,900
-
-
943,188
-
-
-
-
-
-
-
-
-
-
-
-

-

-

15,615,380
63,945,145

-

-

15,615,380
63,945,145
1,111,709
-
-
518,281
-
-
-
-
-
-
-
-
-
-

-

-

$ 16,727,089
$ 64,463,426



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 25, 2020)

  • 8 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of profit of subsidiaries and associates

Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Depreciation expenses
Dividend income
(Gain) loss on changes in fair value of investment properties
Finance costs
Interest income
Unrealized loss on foreign exchange
Unrealized (realized) gain on transactions with subsidiaries and
associates
Expected credit loss recognized on trade receivables
Amortization expenses
Gain on disposal of property, plant and equipment
Write-downs of inventories
Effect of changes in exchange rate of bonds payable
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
Deferred revenue

Cash generated from (used in) operations
Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Increase (decrease) in refundable deposits
Payments for property, plant and equipment
Purchase of financial assets at fair value through other comprehensive
income
2019
$ 18,156,100
(17,111,219)
(673,850)
523,626
(422,860)
(399,682)
369,349
(299,327)
143,442
8,442
3,753
3,589
(40)
-
-
14,578
27,930
(35,221)
67,546
107,544
5,891
(48,810)
43,065
57,642
-

(75,912)

465,576
288,178
7,345,508
(257,528)

(35,186)


7,806,548

(1,365,160)
679,526
(183,122)
(123,395)
2018
$ 12,194,732
(12,970,044)

(171,737)

464,781

(405,773)

331,211

331,984

(114,003)

44,425

(3,444)

694

3,297

(4,053)

52,791

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

-

(33,377)

(194,754)

-
(Continued)
  • 9 -

ASIA CEMENT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Payments for investment properties

Payments for intangible assets
Proceeds from disposal of property, plant and equipment
Proceeds from sale of financial assets at amortized cost

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Proceeds from long-term borrowings
Proceeds from issuance of bonds
Dividends paid
Repayments of bonds
(Decrease) increase in short-term bills payable
Repayment of the principal portion of lease liabilities
Decrease in guarantee deposits received

Net cash used in financing activities

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

NET (DECREASE) INCREASE 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
2019
$ (24,834)
(202)
46

-


(1,017,141)

(61,746,000)
58,508,000
10,000,000
(9,412,164)
(4,000,000)
(680,000)
(86,929)

(785)


(7,417,878)


(61,585)

(690,056)

3,165,795

$ 2,475,739
2018
$ (1,269)

(2,693)

4,059

2,096,122

1,868,088
(18,588,000)

15,033,000

6,574,843

(4,033,715)

(4,089,430)

2,310,000

-

(1,010)

(2,794,312)

20,179

2,349,869

815,926
$ 3,165,795

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 25, 2020) (Concluded)

  • 10 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ASIA CEMENT CORPORATION

1. ORGANIZATION AND OPERATIONS

Asia Cement Corporation (the “Corporation”) was incorporated in March 1957. It manufactures and sells cement, clinker, cement-related products and ready-mixed concrete, and engages in leasing activities. The Corporation is also required to undertake reforestation activities in designated areas. The Corporation’s stock 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, 2019, the issued and outstanding GDSs aggregated 17,049 units, representing 170,487 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 25, 2020.

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), IFRIC Interpretations (IFRIC), and SIC Interpretations (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:

  • IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Corporation elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

  • 11 -

The Corporation as lessee

The Corporation recognizes right-of-use assets and lease liabilities for all leases on the balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the statements of comprehensive income, the Corporation presents 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 statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Cash flows for operating leases were classified within operating activities on the statements of cash flows.

The Corporation elects to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information is not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Corporation applies IAS 36 to all right-of-use assets.

The Corporation also applies the following practical expedients:

  • 1) The Corporation applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Corporation accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Corporation uses hindsight, such as in determining lease terms, to measure lease liabilities.

For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the respective leased assets and finance lease payables on December 31, 2018.

The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1.3%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases and low-value asset leases


Undiscounted amounts on January 1, 2019


Lease liabilities recognized on January 1, 2019

The Corporation as lessor
$ 270,318

(89,632)
$ 180,686
$ 176,204

The Corporation does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

  • 12 -

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

As Originally
Stated on
January 1, 2019
Prepayments for leases - current
$ 188,456
Prepayments for leases - non-current

369,801
Right-of-use assets

-
Investments accounted for using equity
method
125,632,890

Total effect on assets
$ 126,191,147

Lease liabilities - current
$ -
Lease liabilities - non-current

-

Total effect on liabilities
$ -

Retained earnings
$ 99,918,986

Total effect on equity
$ 99,918,986
Adjustments
Arising from
Initial
Application
Restated on
January 1, 2019
$ (7,763) $ 180,693
(369,801)
-
553,768
553,768

(143,100)
125,489,790
$ 33,104
$ 126,224,251
$ 81,737 $ 81,737

94,467

94,467
$ 176,204
$ 176,204
$ (143,100)
$ 99,775,886
$ (143,100)
$ 99,775,886
  • b. The IFRSs endorsed by the FSC for application starting from 2020
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
Reform”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
January 1, 2020 (Note 3)
  • Note 1: 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 2: The Corporation shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.

  • 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.

  • 13 -

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

New IFRSs
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 “Classification of Liabilities as Current or
Non-current”
Effective Date
Announced by IASB (Note)
To be determined by IASB
January 1, 2021
January 1, 2022

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of 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.

  • b. Basis of preparation

The parent company only 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 which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing its parent company only financial statements, the Corporation used equity method to account for its investment in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatment between parent company only basis and consolidated basis were made to investments accounted for using equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income or loss of subsidiaries and associates and related equity items, as appropriate, in the parent company only financial statements.

  • 14 -

The properties were leased out to subsidiaries for their operation, and are classified as property plant and equipment in consolidated financial statements. Under IFRSs, these properties are classified as investment properties in parent company only financial statements. In 2014, the subsequent measurement of investment properties were changed from cost less accumulated depreciation model to fair value model.

In order for the amounts of the net profit for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Corporation in its consolidated financial statements, the investment properties leased out to entities were measured at fair value model with the decrease in total equity and net profit for the year recorded in “investments accounted for using equity method” and “share of profit or loss of subsidiaries and associates”.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

  • a. Assets held primarily for the purpose of trading;

  • b. Assets expected to be realized within twelve months after the reporting period; and

  • c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • a. Liabilities held primarily for the purpose of trading;

  • b. Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the parent company only financial statements are authorized for issue; and

  • c. Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Assets and liabilities that are not classified as current are classified as non-current.

Foreign Currencies

In preparing the parent company only financial statements, transactions in currencies other than the Corporation’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

  • 15 -

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.

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.

  • 16 -

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.

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.

  • 17 -

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.

Freehold 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.

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.

  • 18 -

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.

  • a. Measurement category

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 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 29.

  • 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.

  • 19 -

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.

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.

b. Impairment of financial assets

The Corporation recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including trade receivables) as well as finance lease receivables at the end of each reporting period.

The Corporation always recognizes lifetime ECLs for trade receivables. For all other financial instruments and finance lease receivables, the Corporation recognizes lifetime ECLs when there has been 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 measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

ECLs reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible 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.

  • c. Derecognition of financial assets

The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset 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 an equity instrument at FVTOCI, 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.

  • 20 -

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 and any interest paid on such liabilities is recognized in finance costs. 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 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 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.

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 cross-currency swap contracts to manage its exposure to interest rate and foreign exchange rate risks.

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.

  • 21 -

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

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.

When another party is involved in providing goods or services to a customer, the Corporation is a principal if it controls the specified good or service before that good or service is transferred to a customer; otherwise, the Corporation is acting as an agent. The principal recognizes revenues and costs associated with providing the goods or services at the gross amount, while an agent recognizes revenue at the net amount. When a specified good or service is a distinct good or service, the Corporation determines whether it is a principal or an agent for each specified good or service.

The Corporation is a principal if it obtains control of any one of the following:

  • a. Before the good or another asset transfers to the customer, the Corporation acquire the good or the control of asset from another party.

  • b. The right to a service to be performed by another party which gives the Corporation the ability to direct that party to provide the service to the customer on its behalf.

  • c. A good or service from another party that it then combines with other goods or services in providing a specified good or service to the customer.

Indicators to support the Corporation’s assessment of whether it controls a specified good or service include, but are not limited to, the following:

  • a. The Corporation is primarily responsible for fulfilling the promise to provide the specified good or service.

  • b. The Corporation has inventory risk before or after the specified good or service is transferred to the customer.

  • c. The Corporation has discretion in establishing the price of the specified good or service.

Leases

2019

At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.

  • 22 -

For a contract that contains a lease component and non-lease components, the Corporation allocates the consideration in the contract to each component on the basis of the relative stand-alone price and accounts for each component separately.

a. The Corporation as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Under finance leases, the lease payments comprise fixed payments, variable lease payments which depend on an index or a rate, and residual value guarantees. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Corporation’s net investment outstanding in respect of leases.

Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.

When a lease includes both land and building elements, the Corporation assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

b. The Corporation as lessee

The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Corporation uses the lessee’s incremental borrowing rate.

  • 23 -

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • a. The Corporation as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.

  • b. The Corporation as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

  • c. Leasehold land for own use

When a lease includes both land and building elements, the Corporation assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The minimum lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of the lease.

If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.

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.

  • 24 -

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.

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.

  • 25 -

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.

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 existing lease contracts and rentals of similar properties in the vicinity of the Corporation’s investment properties. If the actual changes of inputs in the future differ from expectation, fair value might vary accordingly.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in Note 15.

  • 26 -

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


2019
$ 778,468

815
345
1,346,850
349,261

$ 2,475,739
2018
$ 848,592
915
355
2,162,608

153,325
$ 3,165,795

The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:

Time deposits
Repurchase agreements collateralized by bonds
**December 31 **
2019
2018
2.33%-2.40%
2.80%-3.35%
0.53%-2.36%
2.52%

Time deposits with original maturities of more than 3 months in the amounts of $1,763,189 thousand and $462,275 thousand as of December 31, 2019 and 2018, respectively, are classified as financial assets at amortized cost in the balance sheets. Refer to Note 9.

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT

Financial assets at FVTPL
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 20)

Cross-currency swap contracts

December 31 December 31





2019
$ 204,700

1,485,828

$ 1,690,528

$ 81,724

30,346

$ 112,070
2018
$ 135,400

1,037,426
$ 1,172,826
$ 223,501

44,717
$ 268,218
  • 27 -

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. As of December 31, 2019 and 2018, 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

Domestic investments
Listed stocks

Unlisted stocks


Foreign investments
Unlisted stocks

**December 31 ** **December 31 ** **December 31 ** **December 31 **
2019
Current
Non-current
$ 2,237,578 $ 5,513,975

-

586,459


2,237,578

6,100,434


-

488,258

$ 2,237,578
$ 6,588,692
2018




Current

$ 2,237,578

-


2,237,578


-

$ 2,237,578




Current

$ 2,371,026

-


2,371,026


-

$ 2,371,026
Non-current
$ 4,812,769

573,373

5,386,142

-
$ 5,386,142

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.

The board of directors of China Shanshui Cement Group Limited (CSCGL) announced on April 16, 2015 that the percentage of CSCGL’s securities held by the public fell 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 originally held 22.50% equity interest in CSCGL but the shareholding was reduced to 17.46% after the subscription mentioned above. However, Mrs. Wu Ling-Ling, the Corporation’s chief financial officer, was elected to be the executive director of CSCGL on 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 held 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 the equity method at the closing price of the Exchange on October 31, 2018. Refer to Note 12.

Refer to Note 31 for information relating to financial assets at fair value through other comprehensive income pledged as collaterals.

  • 28 -

9. FINANCIAL ASSETS AT AMORTIZED COST

Time deposits with original maturities of more than 3 months
December 31 December 31
2019
$ 1,763,189
2018
$ 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.

10. TRADE RECEIVABLES

TRADE RECEIVABLES
Trade receivables - sales

Operating lease receivable
Less: Allowance for impairment loss - sales

**December 31 **


2019
$ 947,444

23,119
(10,259)

$ 960,304
2018
$ 983,780
17,778

(6,506)
$ 995,052

Trade Receivables - Sales

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, 2019


Gross carrying amount

Loss allowance (lifetime ECLs)


Amortized cost
Less than
90 Days
$ 887,685

-

$ 887,685
91 to 180
Days
$ 26,783

(10,259)

$ 16,524
181 to 365
Days
$ 29,518

-

$ 29,518
Over 366
Days
$ 3,458

-

$ 3,458
Total
$ 947,444

(10,259)
$ 937,185
  • 29 -

December 31, 2018


Gross carrying amount

Loss allowance (lifetime ECLs)


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 movements of the loss allowance of trade receivables were as follows:

Balance at January 1

Add: Impairment losses recognized on receivables

Balance at December 31
2019
$ 6,506


3,753

$ 10,259
2018
$ 5,812

694
$ 6,506

11. INVENTORIES

INVENTORIES
Finished goods

Work in progress
Raw materials
Supplies

December 31


2019
$ 167,759

421,293
644,380
311,877

$ 1,545,309
2018
$ 248,752
471,871
757,790

184,982
$ 1,663,395

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were $8,339,743 thousand and $8,309,912 thousand, respectively. The cost of goods sold included inventory write-downs of $52,791 thousand for the year ended December 31, 2018.

12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates


Less: Effect of investment properties at fair value method

December 31 December 31




2019
$ 74,533,619

63,580,304

138,113,923

2,970,074

$ 135,143,849
2018
$ 66,031,029
62,396,158
128,427,187
2,794,297
$ 125,632,890
  • 30 -

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)
Asia Investment Corp. (AIC)
Yuan Long Stainless Steel Corp. (YLSS)
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



2019
$ 41,411,828

13,656,200
6,059,603
4,141,226
3,243,862
1,969,817
1,801,331
1,410,458
265,154
261,372
182,274
75,572

54,922


33,121,791

$ 74,533,619
2018
$ 36,545,690

12,471,554

5,825,842

3,578,207

1,934,281

1,977,315

1,556,879

1,418,575

251,861

214,201

128,288

76,452

51,884

29,485,339
$ 66,031,029

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
AIC
YLSS
YTRMC
FMT
YLT
NHC
AEE
YLPPC
SIHL
**December 31 **
2019
2018
67.73%
67.73%
99.99%
99.99%
59.59%
59.59%
99.96%
99.96%
100.00%
100.00%
100.00%
100.00%
99.99%
99.99%
99.82%
99.82%
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:

Name of Subsidiary
ACCHC
December 31 December 31
2019
$ 47,174,102
2018
$ 22,669,116
  • 31 -

b. 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





2019
$ 39,074,139
10,462,271

5,248,933


54,785,343

3,218,379
2,560,533
1,921,049
640,867
373,481

80,652


8,794,961

$ 63,580,304
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

At the end of the reporting period, the percentages of owners’ voting rights in associates held by the Corporation were as follows:


Corporation were as follows:
Name of Associate
FENC
U-Ming
CSCGL
YDC
YYI
OSC
FEDSDL
YDLC
EISF
December 31
2019
2018
23.77%
23.77%
39.25%
39.25%
7.62%
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:


summarized as follows:
Name of Associate
FENC

U-Ming

CSCGL
**December 31 **


2019
$ 37,977,471

$ 11,145,159

$ 3,865,702
2018
$ 35,496,531
$ 10,697,362
$ 2,724,722
  • 32 -

  • 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 (loss) income

Total comprehensive income for the year

Dividends received from FENC

U-Ming:
December 31 December 31
2019
2018
$ 31,823,888 $ 31,423,092
297,297,715 285,607,062
24,007,226
23,339,671
100,592,089

90,155,346
204,522,288 203,535,137
23.77%
23.77%
48,614,948
48,380,302

(9,540,809)

(8,576,395)
$ 39,074,139
$ 39,803,907
For the Year Ended December 31




2019
$ 46,477,960

$ 10,732,669

(186,100)

$ 10,546,569

$ 2,290,099
2018
$ 54,063,801
$ 12,028,294

855,093
$ 12,883,387
$ 1,526,733
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
December 31 December 31



2019
$ 2,225,116
49,594,962
11,281,141

13,694,378

26,844,559
39.25%
10,536,490

(74,219)

$ 10,462,271
2018
$ 1,985,037

50,008,362

17,453,879

8,913,985

25,625,535

39.25%

10,058,022

(74,219)
$ 9,983,803
  • 33 -

Operating revenue

Net profit for the year

Other comprehensive income

Total comprehensive income for the year

Dividends received from U-Ming

CSCGL:
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2019
$ 1,062,972

$ 1,621,695

1,118,819

$ 2,740,514

$ 597,062
2018
$ 1,080,444
$ 1,668,840

2,007,257
$ 3,676,097
$ 398,041
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
Quarry right

Carrying amount


Operating revenue

Net profit for the year

Other comprehensive income (loss)

Total comprehensive income for the year
**December 31 ** **December 31 **
2019
2018
$ 26,673,504 $ 26,174,052
88,426,257
90,319,977
47,973,181
59,104,108
13,066,715
14,557,750

442,928

286,348
53,616,937
42,545,823
7.62%
7.62%
4,109,625
3,241,551
810,993
810,993

328,315

407,563
$ 5,248,933
$ 4,460,107
For the Year Ended December 31



2019
$ 96,302,852

$ 13,578,105

8,286

$ 13,586,391
2018
$ 80,162,793
$ 9,856,967

(1,082,166)
$ 8,774,801

As described in Note 8, the Corporation’s investments in CSCGL was reclassified from financial assets at fair value through other comprehensive income to investments accounted for using equity method in 2018.

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 **


2019
$ 425,625

377,763

$ 803,388
2018
$ 211,771

184,884
$ 396,655
  • 34 -

  • 4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 31.

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, 2019 and 2018 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.

13. PROPERTY, PLANT AND EQUIPMENT

  • a. Assets used by the Corporation - 2019

Cost


Balance at January 1,
2019

Additions
Disposals
Transferred from
completed construction
Transferred from
prepayments for leases
Balance at December 31,
2019


Accumulated depreciation
and impairment


Balance at January 1,
2019

Disposals

Depreciation expense

Balance at December 31,
2019


Carrying amounts at
December 31, 2019
Land
$ 2,779,088
-
-

-

-


2,779,088

-
-

-


-

$ 2,779,088
Buildings
$ 4,217,415

837

(9,560 )

-

-


4,208,692


3,662,692

(9,560 )

53,764


3,706,896

$ 501,796
Equipment
$ 16,780,128

95

(12,051 )

15,279

-


16,783,451


16,435,209

(12,051 )

115,881


16,539,039

$ 244,412
Other
Equipment
$ 5,758,416

126,077

(101,418 )

70,554

27,568


5,881,197


5,193,447

(101,412 )

247,609


5,339,644

$ 541,553
Property
Under
Construction
$ 130,351

122,921

-

(85,833 )

-


167,439




-

-

-


-

$ 167,439
Total
$ 29,665,398
249,930
(123,029 )

-

27,568

29,819,867

25,291,348
(123,023 )

417,254

25,585,579
$ 4,234,288

No impairment assessment was performed for the year ended December 31, 2019 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 2-15 years Equipment 2-20 years Other equipment 3-15 years

Refer to Note 31 for the carrying amount of property, plant and equipment pledged by the Corporation as collaterals for borrowings.

  • 35 -

b. 2018

Cost


Balance at January 1,
2018

Additions
Disposals
Transferred from
completed construction
Reclassifications
Transferred to other assets
Balance at December 31,
2018


Accumulated depreciation
and impairment


Balance at January 1,
2018

Disposals

Depreciation expense

Reclassifications

Transferred to other assets
Balance at December 31,
2018


Carrying amounts at
December 31, 2018
Land
$ 2,779,025
63
-

-
-

-


2,779,088

-
-
-
-

-


-

$ 2,779,088
Buildings
$ 4,216,748

1,085

(418 )

-

-

-


4,217,415


3,605,414

(418 )

57,696

-

-


3,662,692

$ 554,723
Equipment
$ 16,963,794

12,439

(177,648 )

3,049

(21,506 )

-


16,780,128


16,483,956

(177,648 )

150,407

(21,506 )

-


16,435,209

$ 344,919
Other
Equipment
$ 6,226,547

71,357

(618,597 )

73,225

21,506

(15,622 )


5,758,416


5,549,477

(618,592 )

256,678

21,506

(15,622 )


5,193,447

$ 564,969
Property
Under
Construction
$ 118,126

88,499

-

(76,274 )

-

-


130,351




-

-

-

-

-


-

$ 130,351
Total
$ 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 year ended December 31, 2018 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 31 for the carrying amount of property, plant and equipment pledged by the Corporation as collaterals for borrowings.

14. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
Right-of-use assets - 2019
December 31,
2019
Carrying amounts
Land $ 19,429
Buildings 376,924
Equipment 45,308
$ 441,661
  • 36 -
For the Year For the Year For the Year
Ended
December 31,
2019
Additions to right-of-use assets $ -
Depreciation charge for right-of-use assets
Land $ 4,425
Buildings 40,337
Equipment 61,610
$ 106,372
Lease liabilities - 2019
December 31,
2019
Carrying amounts
Current $ 40,370
Non-current $ 44,787
Range of discount rate for lease liabilities was as follows:
December 31,
2019
Land 1.30%
Buildings 1.30%
Equipment 1.30%
  • b. Lease liabilities - 2019

  • c. Material lease-in activities and terms

The Corporation leases harbors, land, buildings and equipment for the use in business operations. Certain lease contracts specifies that lease payment will be adjusted on the basis of changes in market rental rates or announced land value prices. The Corporation does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms.

  • 37 -

d. Other lease information

Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 15.

2019

2019
For the Year
Ended
December 31,
2019
Expenses relating to short-term leases $
84,817
Expenses relating to low-value asset leases $
50
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $
9,643
Total cash outflow for leases $ (181,439)

The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

2018

Operating leases relate to leases of office spaces. The refundable deposit paid under operating lease contracts as of December 31, 2017 was $10,811 thousand.

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

December 31,
2018
Not later than 1 year $ 139,712
Later than 1 year and not later than 5 years 115,477
Later than 5 years
15,129
$ 270,318

The rent expense on the above operating lease contracts was $132,541 thousand for the year ended December 31, 2018.

15. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Leased investment properties

Undeveloped investment properties

December 31


2019
$ 36,082,384

6,031,826

$ 42,114,210
2018
$ 35,525,301

6,164,393
$ 41,689,694
  • 38 -

The movements of investment property were as follows:

Leased Undeveloped Undeveloped Undeveloped
Investment Investment
Property Property Total
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
Balance at January 1, 2019 $ 35,525,301 $ 6,164,393 $ 41,689,694
Changes in fair value of investment properties 532,249 (132,567)
399,682
Additions 24,834
-

24,834
Balance at December 31, 2019 $ 36,082,384
$
6,031,826
$ 42,114,210

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 Guan-Lien Industrial Zone - leased to NHC;

  • 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; and

  • 7) Land and building in Hwalien - leased to YLT;

  • 39 -

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, 2019 and 2018 were determined by qualified professional appraisers, Mr. Chang from Savills (Taiwan) Limited and Mr. Tsai from DTZ real estate appraisers firm on March 4, 2020 and March 4, 2019, respectively. The fair values of investment properties leased to subsidiaries 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, 2018

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Purchases
Disposals

Balance at December 31, 2018

Balance at January 1, 2019

Recognized in profit or loss (gain or loss from
changes in fair value of investment property)
Purchases

Balance at December 31, 2019
Leased
Investment
Property
$ 35,822,102
(298,069)
1,269

(1)

$ 35,525,301

$ 35,525,301
532,249

24,834

$ 36,082,384
Undeveloped
Investment
Property
$ 6,197,535

(33,142)

-

-

$ 6,164,393

$ 6,164,393

(132,567)

-

$ 6,031,826
Total
$ 42,019,637

(331,211)

1,269

(1)
$ 41,689,694
$ 41,689,694

399,682

24,834
$ 42,114,210

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
2019
$ 19,379,643

22%
5.99%
2018
$ 18,991,547
22%
6.08%

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.

  • 40 -

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 **


2019
$ 45,637,919

1,936,955

$ 43,700,964

2.07%-4.50%
2018
$ 44,926,855

1,986,947
$ 42,939,908
2.07%-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, 2019 and 2018 was $371,120 thousand and $356,365 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, 2019 and 2018, the risk premiums were both 0.23%-2.66%, respectively.

Refer to Note 31 for the carrying amount of investment properties pledged by the Corporation as collaterals for borrowings.

16. INTANGIBLE ASSETS

Cost

Balance at January 1, 2018

Additions

Balance at December 31, 2018
Computer
Software
$ 159,611

2,693

162,304
(Continued)
  • 41 -
Accumulated amortization and impairment
Balance at January 1, 2018

Amortization expense

Balance at December 31, 2018

Carrying amounts at December 31, 2018

Cost

Balance at January 1, 2019

Additions

Balance at December 31, 2019

Accumulated amortization and impairment
Balance at January 1, 2019
Amortization expense

Balance at December 31, 2019

Carrying amounts at December 31, 2019
Computer
Software
$ 150,663

3,297

153,960
$ 8,344
$ 162,304

202

162,506
153,960

3,589

157,549
$ 4,957
(Concluded)

The above items of intangible assets are amortized on a straight-line basis over the estimated useful life of the asset. The estimated useful life of computer software is from 2 to 5 years.

17. PREPAYMENTS FOR LEASES

PREPAYMENTS FOR LEASES
Current asset (included in prepayments line item)
Non-current asset
OTHER ASSETS-NON-CURRENT
Net defined benefit assets (Note 22)

Prepaid investments
Refundable deposits
Others

December 31,
2018
$ 35,331

369,801
$ 405,132
December 31


2019
$ 2,519,601

1,294,905
700,781
131

$ 4,515,418
2018
$ 1,886,734
1,911,179
1,394,853

129
$ 5,192,895

18. OTHER ASSETS-NON-CURRENT

  • 42 -

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 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 share transfer. The Corporation submitted all necessary documents to CSI for registration of the share transfer. However, 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, four out of the abovementioned six shareholders, 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. Since the payment liability event as agreed in the bank guarantee did not occur before due date and the bank guarantee expired on April 21, 2019, the Corporation’s obligations were terminated on the same day.

In addition, Chan Hongqing, a PRC individual, claimed that the CSI shares which the Corporation acquired from the abovementioned four shareholders were pledged as collaterals under a loan contract signed on August 17, 2015 with him and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing. Later, by an order of the High Court of Hong Kong on June 27, 2017, it requested the appointment of interim receivers in respect of the CSI shares held by the four shareholders until the end of the arbitral proceedings. On May 17, 2018, the High Court of Hong Kong set aside the order before the final award of the arbitration. The arbitral proceeding was therefore terminated on June 12, 2018.

On October 2, 2018, Chan Hongqing applied to the High Court of Hong Kong for interlocutory relief in another proceedings against the Corporation to prohibit the Corporation and the abovementioned four CSI shareholders from transferring and registering their CSI shares. Then his application for interlocutory relief was dismissed by the High Court of Hong Kong. The Corporation engaged lawyers to proactively liaise with the board of directors of CSI in connection with the registration of the share transfer.

As for the shares acquired from the other two CSI shareholders, Dong Chengtian and Wang Yongping, Chan Hongqing also claimed that the CSI shares held by the two shareholders were pledged as collaterals under the same loan contract mentioned above. As a result, the board of directors of CSI refused to approve the share transfer. Later, as the Corporation filed a lawsuit to the High Court of Hong Kong against CSI, the board of directors of CSI finally approved the share transfer. The registration of the CSI shares acquired from the two shareholders, Dong Chengtian and Wang Yongping, were completed and the prepaid investments in the balance sheets was therefore reclassified to financial assets at fair value through other comprehensive income - non-current. Refer to Note 8.

19. SHORT-TERM BILLS PAYABLE

SHORT-TERM BILLS PAYABLE
Commercial paper

Less: Unamortized discounts on bills payable


Interest rate (%)
December 31


2019
$ 10,760,000

2,094

$ 10,757,906

0.38%-0.68%
2018
$ 11,440,000

2,896
$ 11,437,104
0.36%-0.80%
  • 43 -

Short-term bills payable were issued under guarantee obtained from financial institutions.

20. LONG-TERM LIABILITIES

LONG-TERM LIABILITIES
Bank loans

Long-term commercial paper
Less: Unamortized discounts


Bonds
Domestic bonds
1stunsecured bonds issued in 2014
1stunsecured bonds issued in 2016
1stunsecured bonds issued in 2019

2ndunsecured bonds issued in 2019


Overseas bonds
3rdEuro convertible bonds issued in 2018 - US$215,000
thousand

Less: Current portion

December 31








2019
$ 11,795,000
-

-


11,795,000

-
6,000,000
6,500,000

3,500,000


16,000,000


6,280,807

34,075,807

3,000,000

$ 31,075,807
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
  • 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, 2019 and 2018, interest rates were 0.89%-1.75% and 0.89%-1.70%, respectively.

  • b. Long-term commercial paper was issued by contract. As of December 31, 2018, interest rates were 0.83%-0.84%. 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 August 16, 2024. As of December 31, 2019 and 2018, interest rates were 0.79%-0.88% and 0.80%-1.36%, respectively.

  • 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.

  • 44 -

  • 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.

  • 45 -

  • 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.

  • 46 -

  • i) Other issues of Shares.

  • j) Issue of equity related securities.

  • k) Capital reduction.

  • l) Tender or exchange offer.

  • m) Any other event or circumstance which would have an effect analogous to any of the events in a) to l) above. The conversion price was NT$39.7 as of December 31, 2019.

21. DEFERRED REVENUE

Land use right

Others


Current

Non-current
December 31 December 31




2019
$ 790,753

133,052

$ 923,805

$ 75,912

$ 847,893
2018
$ 858,838

140,879
$ 999,717
$ 75,912
$ 923,805
  • a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 15) 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 15) is amortized to income over 30 years on a straight-line basis.

22. 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.

  • 47 -

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



2019
$ 803,450

(3,323,051)

(2,519,601)

$ (2,519,601)
2018
$ 804,119
(2,690,853)
(1,886,734)
$ (1,886,734)

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, 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)
Balance at January 1, 2019 $
804,119
$ (2,690,853)
$ (1,886,734)
Service cost
Current service cost 5,970 - 5,970
Net interest expense (income) 8,845

(29,599)

(20,754)
Recognized in profit or loss 14,815

(29,599)

(14,784)
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (661,669)
(661,669)
Actuarial loss - changes in financial
assumptions 6,530 - 6,530
Actuarial loss - experience adjustments 71,081

-

71,081
Recognized in other comprehensive income 77,611

(661,669)

(584,058)
Benefits paid (93,095)

59,070

(34,025)
Balance at December 31, 2019 $
803,450
$ (3,323,051)
$ (2,519,601)
  • 48 -

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
2019
2018
1.00%
1.10%
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 **



2019
$ (16,169)

$ 16,697

$ 68,726

$ (61,703)
2018
$ (17,187)
$ 17,768
$ 73,337
$ (65,545)

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
2019
86.82
8.26

4.92
100.00
2018
88.73
5.85

5.42
100.00
  • 49 -

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December ** **31 **
2019
$ -

9.3 years
2018
$ -
10 years

23. 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 **



2019

4,000,000

$ 40,000,000


3,361,447

$ 33,614,472
2018

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
acquisition or disposal
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






2019
$ 41,790

54,907
992,530

1,089,227

128,141

185,411
53,275

238,686

$ 1,465,054
2018
$ 41,790
54,907

992,530

1,089,227

38,085
185,411

49,831

235,242
$ 1,362,554
  • 50 -

  • 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, refer to employees’ compensation and remuneration of directors in Note 25(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”.

  • 51 -

The appropriation of earnings and dividends per share for 2018 and 2017 approved in the shareholders’ meetings on June 24, 2019 and June 26, 2018, respectively, were as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
**Appropriation of Earnings ** **Appropriation of Earnings ** **Appropriation of Earnings **
For the Year Ended December 31



2018
$ 1,111,709

$ 518,281

$ 9,412,052

$ 2.8
2017
$ 546,900
$ 943,188
$ 4,033,737
$ 1.2

The appropriation of earnings for 2019 had been proposed by the Corporation’s board of directors on March 25, 2020. The proposed appropriation of earnings and dividend per share were as follows:

Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
For the Year
Ended
December 31,
2019
$ 1,745,967
$ 804,347
$ 10,084,341
$ 3.0

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$5.19 for the year ended December 31, 2019.

The appropriations of earnings for 2019 are subject to the resolution of the shareholders’ meeting to be held on June 23, 2020.

  • 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, 2019.

  • 52 -

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1

Share of exchange difference of subsidiaries and associates
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 **


2019
$ (2,641,364)
(3,271,837)

$ (5,913,201)
2018
$ (2,638,153)

(3,211)
$ (2,641,364)
  • 2) Unrealized gain (loss) on financial assets at FVTOCI


Balance at January 1

Recognized for the year

Unrealized gain of equity instruments

Related income tax

Share from subsidiaries and associates accounted for using
the equity method

Equity instruments

Debt instruments

Cumulative unrealized (loss) gain of equity instruments
transferred to retained earnings due to disposal

Balance at December 31

3) 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
4) Gains on property revaluation

Balance at January 1

Share from subsidiaries and associates accounted for using
the equity method

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2019
2018

$ 5,268,916
$ 516,962


329,435
158,517

-
(158,526)


2,363,096
1,340,746

26,587
2,520

(79,711)

3,408,697
$ 7,908,323
$ 5,268,916
For the Year Ended December 31
2019
$ 60,934

(8,793)
$ 52,141
For the Year Ended
2018
$ 58,485

2,449
$ 60,934
December 31


2019
$ 307,728

77,486

$ 385,214
2018
$ 307,728

-
$ 307,728
  • 53 -

24. OPERATING REVENUE AND COSTS

a. Detail of client revenues contract


Operating revenues
Sales of goods

Rental revenue

Total operating revenue, net

Operating costs
Cost of goods sold
Rental cost

Total operating cost

Gross profit

Contract balances

Contract liabilities
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
2018
$ 8,612,328
$ 8,368,027

373,589

364,209

8,985,917

8,732,236
8,339,743
8,309,912

168,249

169,234

8,507,992

8,479,146
$ 477,925
$ 253,090
**For the Year Ended December 31 **
2019
$ 83,726
2018
$ 40,661
  • b. Contract balances

The changes in the balance of contract liabilities primarily result from the timing difference between the Corporation’s performance and the respective customer’s payment.

25. NET PROFIT

Net profit was as follows:

a. Other income

Other income

Dividends

Interest income
Others

**For the Year Ended ** **December 31 **


2019
$ 422,860

299,327
90,608

$ 812,795
2018
$ 405,773
114,003

72,669
$ 592,445
  • 54 -

b. Other gains and losses


Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss

Gain (Loss) on changes in fair value of investment properties
Net foreign exchange (losses) gains
Bank charges
Gain on disposal of property, plant and equipment
Miscellaneous expenses


c. Finance costs

Interest on bank loans

Interest on lease liabilities
Other interest expenses
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
2019
$ 673,850

399,682

(69,940)
(56,435)
40
(133,087)

$ 814,110

For the Year Ended
2018
$ 171,737
(331,211)
36,987
(61,313)
4,053
(462,053)
$ (641,800)
December 31
2019
$ 367,573

1,618
388

(230)

$ 369,349

**For the Year Ended **
2018
$ 332,211
-
-

(227)
$ 331,984
**December 31 **
2019
2018
$ 230
$ 227
0.758%-0.988% 0.726%-1.139%
For the Year Ended December 31



2019
$ 521,270

1,380
976

$ 523,626

$ 3,589
2018
$ 462,524
1,783

474
$ 464,781
$ 3,297
  • 55 -

e. Employee benefits expense


Post-employment benefits (Note 22)
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, 2019 For the Year Ended December 31, 2019





Operating
Costs

$ 10,018

(8,885)
391,835

-

31,264

9,946

$ 434,178
Operating
Expenses
Non-operating
Expenses

$ 3,987
$ -

(5,899)
-
232,757
9,492

231,712
-

11,290
(1)

4,350

6

$ 478,197
$ 9,497
Total
$ 14,005
(14,784)
634,084
231,712
42,553

14,302
$ 921,872

Post-employment benefits (Note 22)
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)
495,567

-

31,453

12,551

$ 544,628
Operating
Expenses
Non-operating
Expenses

$ 4,450
$ 80

(3,781)
-
142,661
3,200

225,074
-

11,001
153

4,564

70

$ 383,969
$ 3,503
Total
$ 14,798
(8,992)
641,428
225,074
42,607

17,185
$ 932,100

For the year of 2019 and 2018, the Corporation had average 495 and 529 employees, respectively, which included both 12 non-employee directors for both years.

The Corporation’s average labor cost were $1,429 thousand and $1,368 thousand, respectively, for the years ended 2019 and 2018. Average salary and bonus were $1,313 thousand and $1,241 thousand, respectively, for the years ended 2019 and 2018. The Corporation’s average salary and bonus increased by 5.80% year over year.

f. Employees’ compensation and remuneration of directors

The Corporation accrued employees’ compensation and remuneration of directors at the rates between 1% and 4% and no higher than 2.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018 which have been approved by the Corporation’s board of directors on March 25, 2020 and March 21, 2019, respectively, were as follows:

Employees’ compensation

Remuneration of directors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2019
Cash
Share
$ 261,064
$ -
230,296
-
2018
Cash
Share
$ 253,436
$ -
223,658
-

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.

  • 56 -

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the financial statements for the years ended December 31, 2018 and 2017.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

26. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. Major components of tax expense (income) recognized in profit or loss:

For the Year Ended December 31
2019
2018
Current tax
In respect of the current year
$ 308,961
$ -
Income tax on unappropriated earnings
-
19,711
Adjustments for prior years

25,138

(9)

334,099

19,702
Deferred tax
In respect of the current year
362,328
1,022,598
Adjustments to deferred tax attributable to changes in tax rates
and laws

-

35,338

362,328

1,057,936
Income tax expense recognized in profit or loss
$ 696,427
$ 1,077,638
A reconciliation of accounting profit and income tax expenses is as follows:
For the Year Ended December 31
2019
2018
Profit before tax from continuing operations
$ 18,156,100
$ 12,194,732
Income tax expense calculated at the statutory rate
$ 3,631,220 $ 2,438,946
Nondeductible expenses in determining taxable income
20,062
44,394
Tax-exempt income
(1,477,601)
(1,114,646)
Unrecognized temporary differences
(1,274,745)
(301,182)
Tax on changes in fair value of investment properties
(16,328)
(32,651)
Unrecognized loss carryforwards
-
23,075
Income tax on unappropriated earnings
-
19,711
Adjustments for prior years’ tax
25,138
(9)
Tax credit - income from sources in Mainland China

(211,319)

-
Income tax expense recognized in profit or loss
$ 696,427
$ 1,077,638
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2019
$ 18,156,100

$ 3,631,220
20,062
(1,477,601)
(1,274,745)
(16,328)
-
-
25,138

(211,319)

$ 696,427
2018
$ 12,194,732
$ 2,438,946

44,394

(1,114,646)

(301,182)

(32,651)

23,075

19,711

(9)

-
$ 1,077,638

The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was reduced from 10% to 5%.

  • 57 -

  • 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

Total income tax recognized in other comprehensive income
For the Year Ended December 31


2019
$ -

(116,811)

$ (116,811)
2018
$ (158,526)

(66,491)
$ (225,017)

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

2019
$ -

$ 298,368
2018
$ 9,022
$ 8,477

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, 2019

Deferred tax assets
Temporary differences
Other financial assets and liabilities
Property, plant and equipment
Others


Deferred tax liabilities
Temporary differences
Investment properties

Land value increment tax
Unappropriated earnings of
subsidiaries and associates
Defined benefit obligation
Property, plant and equipment
Other financial assets and liabilities
Allowance for impairment loss
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 8,944
$ 3,804
$ -
3,659

(2,492)
-

-

2,548

-

$ 12,603
$ 3,860
$ -

$ 3,598,284
$ (16,328) $ -
3,427,438
-
-
1,610,261
380,083
-
337,636
9,762
116,811
32,876
6,806
-

11,371
(11,371)
-
296

(296)
-

2,468

(2,468)

-

$ 9,020,630
$ 366,188
$ 116,811
Closing
Balance
$ 12,748

1,167

2,548
$ 16,463
$ 3,581,956
3,427,438
1,990,344
464,209
39,682
-
-

-
$ 9,503,629
  • 58 -

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 impairment loss
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

e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized:

As of December 31, 2019 and 2018, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $5,750,255 thousand and $5,104,939 thousand, respectively.

  • f. The income tax returns through 2017, have been assessed by the tax authorities.

27. 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

2019
$ 5.56
$ 5.25
2018
$ 3.54
$ 3.49
  • 59 -

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


2019
$ 17,459,673

(55,373)

$ 17,404,300
2018
$ 11,117,094

26,638
$ 11,143,732

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


2019
3,138,664

6,888
166,769

3,312,321
2018
3,139,152
8,585

44,656
3,192,393

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.

28. 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.

  • 60 -

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.

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

December 31, 2019

Carrying
Fair Value
Amount
Level 1
Level 2
Level 3




Financial liabilities








Financial liabilities measured at
amortized cost




Bonds payable (included
current portion)
$ 22,280,807 $ 24,156,832 $ - $ -
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 $ - $ -
Fair values of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2019
Level 1
Level 2
Level 3
Financial assets at FVTPL
Overseas listed stocks
$ 1,485,828 $ - $ -
Beneficiary certificates

204,700

-

-

$ 1,690,528
$ -
$ -
Fair Value
Level 1
Level 2
Level 3
















$ 24,156,832 $ - $ -
Fair Value
Total




$ 24,156,832
Total




$ 16,719,158
Total
$ 1,485,828
204,700
$ 1,690,528
(Continued)
  • b. Fair values of financial instruments measured at fair value on a recurring basis

  • 61 -

Financial assets at FVTOCI
Investments in equity
instruments at FVTOCI
Domestic listed stocks

Domestic unlisted stocks
Overseas unlisted shares


Bond options

Cross-currency swap contracts

December 31, 2018
Financial assets at FVTPL
Overseas listed stocks

Beneficiary certificates


Financial assets at FVTOCI
Investments in equity
instruments at FVTOCI
Domestic listed stocks

Domestic unlisted stocks


Financial liabilities at FVTPL
Cross-currency swap contracts
Bond options

Level 1
$ 7,751,553
-

-

$ 7,751,553

$ -

-

$ -

Level 1
$ 1,037,426

135,400

$ 1,172,826

$ 7,183,796

-

$ 7,183,796

$ -

-

$ -
Level 2
$ -

-
-

$ -

$ -
-

$ -

Level 2
$ -
-

$ -

$ -
-

$ -

$ -
-

$ -
Level 3
$ -

586,459
488,258

$ 1,074,717

$ 81,724
30,346

$ 112,070

Level 3
$ -
-

$ -

$ -
573,372

$ 573,372

$ 44,717
223,501

$ 268,218
Total
$ 7,751,553

586,459
488,258
$ 8,826,270
$ 81,724
30,346
$ 112,070
(Concluded)
Total
$ 1,037,426
135,400
$ 1,172,826
$ 7,183,796
573,372
$ 7,757,168
$ 44,717
223,501
$ 268,218

There were no transfers between Levels 1 and 2 for the years ended December 31, 2019 and 2018.

  • 62 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

Balance at January 1, 2019

Recognized in profit or loss
Net gain on financial liabilities at FVTPL
Recognized in other comprehensive income
Unrealized loss on financial assets at FVTOCI
Purchases
Transfers into Level 3

Balance at December 31, 2019

Balance at January 1, 2018

Recognized in profit or loss
Net loss on financial liabilities at FVTPL

Recognized in other comprehensive income
Unrealized gain on financial assets at FVTOCI
Purchases

Transfers out of Level 3

Balance at December 31, 2018
Financial
Liabilities at
Financial Assets
at FVTOCI
FVTPL
Equity
Derivatives
Instruments
$ (268,218) $ 573,372
156,148
-
-
(232,982)
-
118,055
-

616,272
$ (112,070)
$ 1,074,717
$ -
$ 4,436,621

(47,303)
-
-
411,456

(220,915)
-
-
(4,274,705)
$ (268,218)
$ 573,372
  • 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. 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. Liquidity risk parameters need to be taken into account when using this approach.

    • i. EV/Sales: Enterprise value ÷ Sales.

    • ii. EV/EBITDA: Enterprise value ÷ Earnings before interest, taxes, depreciation and amortization.

iii. P/B: Price ÷ Book value.

  • 63 -

  • 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.

  • c. Categories of financial instruments

Financial assets
Fair value through profit or loss

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Financial liabilities
Financial liabilities at FVTPL
Financial liabilities at amortized cost (2)
December 31
2019
2018
$ 1,690,528 $ 1,172,826
5,355,731
4,747,829
8,826,270
7,757,168
112,070
268,218
46,514,261
44,258,001
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • 2) 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, borrowings and lease liabilities. 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.

  • 64 -

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 34.

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
2019
2018
$ 41,450
$ 42,224
USD Impact
For the Year Ended
**December 31 **
2019
2018
$ 186,176
$ 161,809

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
2019
2018
$ 3,474,879 $ 2,793,778
33,235,940
32,621,682
743,930
1,536,461
11,795,000
10,033,000

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.

  • 65 -

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, 2019 and 2018 would have decreased/increased by $977 thousand and $1,049 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, 2019 and 2018 would have increased/decreased by $16,905 thousand and $11,728 thousand, respectively, 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, 2019 and 2018 would have increased/decreased by $77,516 thousand and $71,838 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through other comprehensive income.

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.

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.

  • 66 -

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.

December 31, 2019

December 31, 2019
On Demand or
Less than
1 Month
Non-derivative financial liabilities
Non-interest bearing
$ 492,858
Lease liabilities
3,427
Variable interest rate liabilities
-
Fixed interest rate liabilities

-

$ 496,285
1-3 Months
$ 534,475

6,854

-

10,757,906

$ 11,299,235
3 Months to
1 Year
$ 551,707

30,844

-

3,000,000

$ 3,582,551
1-5 Years
$ 101,508

32,865

11,795,000

19,280,807

$ 31,210,180
5+ Years
$ -

13,966

-

-
$ 13,966

Additional information about the maturity analysis for lease liabilities

Less than 1
Year
1-5 Years
5-10 Years
10-15 Years
Lease liabilities
$ 41,125
$ 32,865
$ 5,819
$ 5,819
December 31, 2018
On Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-derivative financial liabilities
Non-interest bearing
$ 396,962 $ 568,442 $ 585,020
Variable interest rate liabilities
-
-
-
Fixed interest rate liabilities
11,437,104
-
4,000,000
Finance guarantee contracts

-

-

23,249,487

$ 11,834,066
$ 568,442
$ 27,834,507
15-20 Years
$ 2,328

1-5 Years
$ 52,895

10,033,000

17,184,578

-

$ 27,270,473


$

20+ 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.

December 31, 2019

On
Demand or
Less than
1 Month
1-3 Months
3 Months to
1 Year

Net settled
Cross-currency swap
contracts
$ -
$ (44,872)
$ (135,109)
1-5 Years
$ (135,109)
5+ Years
$ -
  • 67 -

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.

30. 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.

Balances and transactions between the Corporation 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
FMT
DCI
YLPPC
ACSPL
NHC
AEE
AIC
YTRMC
ACCHC
YLT
Ya Sing Ready-Mixed Concrete Corp. (YSRMC)
Fu Shan Mineral Stone Co., Ltd. (FSMS)
Fu Da Transportation Corp. (FDT)
Jiangxi Yadong Cement Co., Ltd. (JYDC)
Kowloon Cement Corp. Ltd. (KCC)
Asia Oriental Concrete, LLC (AOC)
FENC
U-Ming
YDC
OSC
FEDSDL
EISF
Related Party Category
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Associate
Associate
Associate
Associate
Associate
Associate
(Continued)
  • 68 -

Related Party Name Related Party Category

Shih Hsin Storage & Transportation Co., Ltd. (SHSTC) Associate
Pao-Good Industry Co., Ltd. (PGIC) Associate
Far EasTone Telecommunications Co., Ltd. Other
Far Eastern Department Store Ltd. Other
Chu Feng Power Corporation, Preparatory Office Other
Oriental Union Chemical Corp. Other
Mr. Xu Yuanzhi Memorial Foundation Other
Yuan Ze University Other
New Century InfoComm Tech Co., Ltd. Other
CHC Resources Corporation Other
Far Eastern Resources Development Co. Other
Far Eastern General Construction Inc. Other
Far Eastern International Leasing Corporation Other
U-Ming Transport (Singapore) Private Limited Other
Ding Hotel Co., Ltd. Other
Ding & Ding Management Consultants Co., Ltd. Other
Ya Tung Department Store Ltd. Other
Far Eastern Apparel Co., Ltd. Other
Far Eastern Leasing Corporation Other
Far Eastern Technical Consultants Co., Ltd. Other
Far Eastern International Bank (FEIB) Other
Far Eastern New Century (China) Corporation Other

(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







2019
$ 2,519,628

250,841
130,451

$ 2,900,920

$ 501,149

612,257
237,420

$ 1,350,826
2018
$ 2,582,709
253,840

139,159
$ 2,975,708
$ 726,082
592,083

370,105
$ 1,688,270
  • 69 -

Receivables from related parties (including notes receivable, trade receivables and other receivables):

Subsidiaries
YTRMC

Others

Associates
Others

December 31 December 31



2019
$ 348,763

93,564

442,327
12,012
9,485

$ 463,824
2018
$ 370,183

152,353
522,536
11,772

6,692
$ 541,000

Accounts payable and accrued expenses to related parties:

Subsidiaries

Associates
Others

December 31 December 31


2019
$ 82,820

113,621
5,363

$ 201,804
2018
$ 84,014
97,764

6,326
$ 188,104

The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2019 and 2018, no impairment losses were recognized for trade receivables from related parties.

Prepayments:

Associates

c. Transactions with FEIB
Bank deposits (Note)

Bank Loans

Cross-currency swap contracts
December 31 December 31
2019
2018
$ 15,000
$ 15,000
December 31


2019
$ 930,024

$ -

$ (1,415)
2018
$ 1,167,742
$ 400,000
$ (2,358)

As of December 31, 2019 and 2018, the notional principal of the above outstanding cross-currency swap contracts were both US$15,000 thousands.

Note: The balances included amounts recognized as financial assets measured at amortized cost, and other non-current assets (refundable deposits).

  • 70 -

d. Compensation of key management personnel

The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2019 and 2018 were as follows:


December 31, 2019 and 2018 were as follows:

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31


2019
$ 291,657

864

$ 292,521
2018
$ 268,538

756
$ 269,294

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 **


2019
$ 44,924

5,597

$ 50,521
2018
$ 44,912

6,084
$ 50,996
  • 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 **
2019
2018
$ -
$ 34
**For the Year Ended December 31 **
2019
$ -
2018
$ 337
  • 71 -

31. 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

**December 31 ** **December 31 **


2019
$ 13,855,572
11,287,882
1,045,450

857,003

$ 27,045,907
2018
$ 13,840,249

11,388,997

1,107,800

886,829
$ 27,223,875

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

As of December 31, 2019, the Corporation had the following significant commitments and contingencies: a. Unused letters of credit of EUR145 thousand.

  • b. Guarantee notes issued for related parties:
The Corporation

AIC

DCI

NHC

YTRMC

YLPPC

AEE

YSRMC

FSMS

$ 12,195,800

9,848,950

1,509,020

1,000,000

497,642

329,930

150,000

30,000
$ 25,561,342
  • 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 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 trial was set to take place from April to June in 2021. The Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings and therefore 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 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 the shareholders including the Corporation. The Corporation filed a writ of summons to the High Court of Hong Kong in June 2017 and has been seeking legal advice in relation to the legal proceedings. As the respondents’ applications to strike out the petition for technical reasons, the Corporation amended the applications accordingly. Up to the date

  • 72 -

of the auditors’ report, no decision has been rendered down yet. The Corporation’s appointed attorney has been actively following up on the legal proceedings.

  • e. On April 17, 2019, CSCGL announced the result of winding-up petition at the news website of the Hong Kong Exchanges and Clearing Limited. According to the announcement, the Court of Appeal of the Cayman Islands declined to grant CSCGL’s application to set aside its decision. As a result, the winding-up petition against CSCGL will be reinstated and returned to the Grand Court of the Cayman Islands. As CSCGL and its legal counsel are considering all available options, the result of the winding-up petition remains uncertain. Considering that CSCGL is a listed company on the Hong Kong Exchanges and Clearing Limited and makes announcements to the public pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Corporation did not notice anything unusual in its operation according to its recent announcements. In addition, since no further decision has been rendered down yet, the Corporation considered it premature to evaluate at this stage the likely outcome of the proceedings. Therefore, the Corporation assessed that the winding-up petition did not have any material impact on its investments in CSCGL.

33. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

Since the outbreak of the Coronavirus Disease 2019 (COVID-19) epidemic in January 2020, the pandemic caused by the COVID-19 has certain impacts on the business operation and overall economy in different region and industries in the world. The Corporation will stay alert on the development and situation of the COVID-19 and take necessary action to mitigate the business risk.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2019

December 31, 2019
Foreign New Taiwan
Currencies Exchange Rate Dollars
Financial assets
Monetary items
RMB $
193,225
4.29032
$ 828,996
USD 124,408 29.93 3,723,523
Non-monetary items
HKD 389,062 3.819 1,485,828
Financial liabilities
Non-monetary items
USD 3,744 29.93 112,070
  • 73 -

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

For the years ended December 31, 2019 and 2018, the total amounts of realized and unrealized net foreign exchange (losses) gains were ($69,940) thousand and $36,987 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.

35. 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.

  • 74 -

  • 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.

  • 75 -

TABLE 1

ASIA CEMENT CORPORATION

FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2019 (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
RMB431,900
thousand
(equivalent to
NT$1,852,987
thousand)
RMB230,000
thousand
(equivalent to
NT$986,773
thousand)
-
-
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB2,852,760
thousand
(equivalent to
NT$12,239,242
thousand)
Same as above
50% of net worth
RMB7,131,901
thousand
(equivalent to
NT$30,598,109
thousand)
Same as above
2 OIHPL ACCHC Other receivables Y RMB44,000
thousand
(equivalent to
NT$188,774
thousand)
RMB44,000
thousand
(equivalent to
NT$188,774
thousand)
RMB44,000
thousand
(equivalent to
NT$188,774
thousand)
4.14% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB2,443,648
thousand
(equivalent to
NT$10,484,022
thousand)
50% of net worth
RMB6,109,120
thousand
(equivalent to
NT$26,210,055
thousand)
3 OHC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
RMB350,000
thousand
(equivalent to
NT$1,501,611
thousand)
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
RMB350,000
thousand
(equivalent to
NT$1,501,611
thousand)
-
RMB190,000
thousand
(equivalent to
NT$815,160
thousand)
-
4.09%
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB577,182
thousand
(equivalent to
NT$2,476,293
thousand)
Same as above
50% of net worth
RMB1,442,955
thousand
(equivalent to
NT$6,190,733
thousand)
Same as above
4 JYDC YYDCCL
TZOCCL
SIYDCCL
SLCL
SLCCL
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
RMB160,000
thousand
(equivalent to
NT$686,451
thousand)
RMB145,000
thousand
(equivalent to
NT$622,096
thousand)
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB140,000
thousand
(equivalent to
NT$600,644
thousand)
RMB140,000
thousand
(equivalent to
NT$600,644
thousand)
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB200,000
thousand
(equivalent to
NT$858,063
thousand)
-
-
RMB70,000
thousand
(equivalent to
NT$300,322
thousand)
-
-
-
-
4.09%
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
Necessary for
short-term financing
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB1,202,402
thousand
(equivalent to
NT$5,158,685
thousand)
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB3,006,005
thousand
(equivalent to
NT$12,896,711
thousand)
Same as above
Same as above
Same as above
Same as above

(Continued)

  • 76 -
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 Financing Limit
for Each
Borrower
(Note 1)
Aggregate Financing
Limits (Note 1)
No.
SHYLCP
ACCHC
Other receivables
Other receivables
Y
Y
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
RMB45,000 thousand
(equivalent to
NT$193,064
thousand)
RMB700,000
thousand
(equivalent to
NT$3,003,221
thousand)
4.09%
2.94%
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB1,202,402
thousand
(equivalent to
NT$5,158,685
thousand)
Same as above
50% of net worth
RMB3,006,005
thousand
(equivalent to
NT$12,896,711
thousand)
Same as above
5 NYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB30,000thousand
(equivalent to
NT$128,709
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB30,000thousand
(equivalent to
NT$128,709
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB33,924
thousand
(equivalent to
NT$145,545
thousand)
Same as above
50% of net worth
RMB84,811
thousand
(equivalent to
NT$363,866
thousand)
Same as above
6 HYDCCL WYXC
HXMC
WYCPCL
SLCL
SYCPCL
SIYDCCL
ACCHC
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Y
Y
Y
Y
Y
Y
Y
RMB60,000 thousand
(equivalent to
NT$257,419
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB150,000
thousand
(equivalent to
NT$643,547
thousand)
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB80,000 thousand
(equivalent to
NT$343,225
thousand)
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB24,500 thousand
(equivalent to
NT$105,113
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
RMB100,000
thousand
(equivalent to
NT$429,032
thousand)
RMB20,000 thousand
(equivalent to
NT$85,806
thousand)
-
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
-
RMB10,000 thousand
(equivalent to
NT$42,903
thousand)
-
-
-
-
RMB400,000
thousand
(equivalent to
NT$1,716,126
thousand)
-
4.68%
-
-
-
-
2.94%
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

-

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20% of net worth
RMB523,594
thousand
(equivalent to
NT$2,246,384
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
50% of net worth
RMB1,308,985
thousand
(equivalent to
NT$5,615,959
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
7 WYDC WYXC
WYCPCL
Other receivables
Other receivables
Y
Y
RMB70,000 thousand
(equivalent to
NT$300,322
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB70,000 thousand
(equivalent to
NT$300,322
thousand)
RMB25,000 thousand
(equivalent to
NT$107,258
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB121,817
thousand
(equivalent to
NT$522,633
thousand)
Same as above
50% of net worth
RMB304,543
thousand
(equivalent to
NT$1,306,586
thousand)
Same as above

(Continued)

  • 77 -
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
SYCPCL
SLCL
Other receivables
Other receivables
Y
Y
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB90,000 thousand
(equivalent to
NT$386,128
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
-
4.09%
-
Necessary for
short-term financing
Necessary for
short-term financing
$ -
-
Operating capital
Operating capital
$ -

-
-
-
$ -
-
20% of net worth
RMB121,817
thousand
(equivalent to
NT$522,633
thousand)
Same as above
50% of net worth
RMB304,543
thousand
(equivalent to
NT$1,306,586
thousand)
Same as above
8 CYCPCL SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
RMB12,000 thousand
(equivalent to
NT$51,484
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB16,455
thousand
(equivalent to
NT$70,597
thousand)
Same as above
50% of net worth
RMB41,138
thousand
(equivalent to
NT$176,495
thousand)
Same as above
9 HGYDC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB50,000 thousand
(equivalent to
NT$214,516
thousand)
RMB70,000
thousand
(equivalent to
NT$300,322
thousand)
RMB35,000 thousand
(equivalent to
NT$150,161
thousand)
RMB70,000
thousand
(equivalent to
NT$300,322
thousand)
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB254,209
thousand
(equivalent to
NT$1,090,637
thousand)
Same as above
50% of net worth
RMB635,524
thousand
(equivalent to
NT$2,726,599
thousand)
Same as above
10 NYLC SIYDCCL
SLCL
Other receivables
Other receivables
Y
Y
RMB16,000 thousand
(equivalent to
NT$68,645
thousand)
RMB16,000 thousand
(equivalent to
NT$68,645
thousand)
-
-
-
-
-
-
Necessary for
short-term financing
Necessary for
short-term financing
-
-
Operating capital
Operating capital

-

-
-
-
-
-
20% of net worth
RMB32,835
thousand
(equivalent to
NT$140,873
thousand)
Same as above
50% of net worth
RMB82,087
thousand
(equivalent to
NT$352,179
thousand)
Same as above
11 SLCL SLCCL Other receivables Y RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB40,000 thousand
(equivalent to
NT$171,613
thousand)
RMB33,000 thousand
(equivalent to
NT$141,580
thousand)
4.09% Necessary for
short-term financing
- Operating capital
-
- - 20% of net worth
RMB300,846
thousand
(equivalent to
NT$1,290,724
thousand)
50% of net worth
RMB752,116
thousand
(equivalent to
NT$3,226,815
thousand)

Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.

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, 2019.

Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.

(Concluded)

  • 78 -

TABLE 2

ASIA CEMENT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2019 (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
YTRMC
b
b
b
b
b
b
b
b
50% of net worth
($73,033,679
thousand)
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
Same as above
$ 12,227,000
9,856,750
30,000
1,516,300
422,880
497,642
150,000
1,000,000
$ 12,195,800

9,848,950

30,000

1,509,020

329,930

497,642

150,000

1,000,000
$ 6,890,000

4,952,000

30,000

420,000

150,000

137,757

-

-
None
None
None
None
None
None
None
None
8.35
6.74
0.02
1.03
0.23
0.34
0.10
0.68
100% of net worth
($146,067,358
thousand)
Same as above
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
Y
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 DCI FSMS b 50% of net worth
($6,828,783 thousand)

50,000

50,000

10,000
None 0.37 100% of net worth
($13,657,566
thousand)
Y - -
2 AOG AOC b 50% of net worth
(US$1,146 thousand)
(equivalent to
NT$34,305 thousand)
15,775
14,965

-
None 21.81 100% of net worth
(US$2,292 thousand)
(equivalent to
NT$68,610 thousand)
Y - -
3 YLSS YLSS - 50% of net worth
($902,155 thousand)
100,000
100,000

30,000
100,000 5.54 100% of net worth
($1,804,309 thousand)

-
- -
4 YTRMC AOC b 50% of net worth
($900,885 thousand)
15,775
14,965

-
None 0.83 100% of net worth
($1,801,770 thousand)

Y
- -

Note 1: The net value was calculated based on audited financial statements as of December 31, 2019.

Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2019.

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.

  • 79 -

TABLE 3

ASIA CEMENT CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2019 (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, 2019 December 31, 2019 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
Ordinary shares
China Conch Venture Holding
Far EasTone
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Far Eastern International Bank
Kaohsiung Rapid Transit
Taiwan Stock Exchange Corp.
Ding Ding Hotel Corp.
L’ Hotel de Chine Hotel
China Trade & Development Corp.
Pan Asia Engineers & Constructors Corp.
Linkou Recreation Corporation
China Shanshui Investment Corp
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
Ordinary shares
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
Tong Yang Industry Co., Ltd
E Ink Holdings corporation
Hiwin Technologies Corporation
Accton Technology Corporation
Casetek Holdings Limited
China Life Insurance Company Limited, H share
-
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
Same as above
Financial assets at fair value through profit or
loss - current
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
Financial assets at fair value through other
comprehensive income - current
Same as above
10,000,000
11,443,000
31,034,372
80,052,950
63,766,522
22,801,185
78,878,582
15,873,243
8,430,368
555,638
598,121
250,003
1,551,395
5
49,928
400,000
1,000,811
540,000
8,000
2,000,000
210,000
1,800,000
8,796,722
6,504,854
275,223
9,200,000
1,242,000
1,732,000
1,130,000
60,000
150,000
1,050,000
607,000
$ 204,700
1,485,828
2,237,578
2,085,379
1,339,097
1,146,900
942,599
78,630
466,199
5,340
14,469
3,902
17,919
-
488,258
38,780
10,620
95,689
273,741
50,454
52,530
63,311
384,417
130,748
-
76,636
84,953
80,798
35,313
16,860
25,200
49,718
50,188
-
0.63
0.95
5.65
7.20
9.17
2.35
5.70
1.16
0.53
0.31
0.38
1.36
0.50
4.99
-
-
0.20
-
-
-
0.02
0.16
1.90
-
0.09
0.05
0.29
0.10
0.02
0.03
0.25
-
$ 204,700
1,485,828
2,237,578
2,085,379
1,339,097
1,146,900
942,599
78,630
466,199
5,340
14,469
3,902
17,919
-
488,258
38,780
10,620
95,689
273,741
50,454
52,530
63,311
384,417
130,748
-
76,636
84,953
80,798
35,313
16,860
25,200
49,718
50,188
Note 4

(Continued)

  • 80 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
Far Eastern International Bank
Oriental Union Chemical Corp.
Far EasTone
Mega Financial Holding Co., Ltd.
Lite-On Technology Corporation
Tripod Technology Corporation
WPG Holdings Limited
Far Eastern International Bank
Far Eastern Department Stores Ltd.
Oriental Union Chemical Corp.
CHC Resources Corporation
Picvue Electronics Co., Ltd.
Ding Ding Hotel Corp.
Far Eastern International Leasing Corporation
Ordinary shares
Far EasTone
Ordinary shares
Far EasTone
Ordinary shares
Everest Textile Co., Ltd.
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Yi Tong Fiber Co., Ltd.
Ordinary shares
Far Eastern International Bank
Far Eastern Department Store Ltd.
Oriental Union Chemical Corp.
Ding & Ding Management Consultants Co., Ltd.
Ordinary shares
Far EasTone
Ding & Ding Management Consultants Co., Ltd.
Ordinary shares
Far EasTone
Yamay International Development Corp.
Beneficiary certificates
Opas Fund Segregated Portfolio Tranche E
ChinaAMC CSI 300 Index ETF
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
The same chairman
The same chairman
The Corporation is its director
-
Same chairman with the major shareholder
The Corporation is its director
Same chairman with the major shareholder
Same chairman with the major shareholder
The chairman of the Corporation is its chairman
The chairman of the Corporation is its director
Same chairman with the major shareholder
-
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 shareholder
-
The director of the Corporation is its chairman
-
Related party in substance
-
Financial assets at fair value through other
comprehensive income - 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 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 profit or
loss - 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
37,693,157
41,246
215,000
9,958,000
299,000
261,000
340,000
97,439,707
13,630,966
10,506,792
4,812,514
161,700
213,442
45,258,938
50,000
230,000
13,279,219
2,256,782
1,185,713
5,256,454
296,017
935,029
3,254,125
866,730
120,000
273,024
105,000
15
3,973
1,000,000
$ 450,433
866
15,502
304,715
14,756
32,756
13,294
1,164,404
355,087
220,643
242,069
-
2,051
602,813
3,605
16,583
121,372
47,392
30,888
41,691
3,537
24,358
68,337
8,376
8,652
900
7,571
-
156,299
177,202
1.12
-
0.01
0.07
0.01
0.05
0.02
2.90
0.96
1.19
1.94
0.06
0.21
10.14
-
-
2.60
0.25
0.08
5.94
0.01
0.07
0.37
16.00
-
5.04
-
-
-
0.37
$ 450,433
866
15,502
304,715
14,756
32,756
13,294
1,164,404
355,087
220,643
242,069
-
2,051
602,813
3,605
16,583
121,372
47,392
30,888
41,691
3,537
24,358
68,337
8,376
8,652
900
7,571
-
156,299
177,202
Note 5

(Continued)

  • 81 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
Asia Cement Pioneer Investment Ltd.
FSMS
YLT
YLSS
KCC
KCCL
Ordinary shares
Hsing Ta Cement Co., Ltd
Foxconn Technology Co., Ltd
Taiwan Cement Co., Ltd.
Quanta Computer Inc.
Pegatron Corporation
Hon Hai Precision Industry Co., Ltd.
China Construction Bank Corporation, A share
China Life Insurance Company Limited, H share
China Mobile Communications Corporation
Hiwin Technologies Corporation
Accton Technology 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
Lite-On Technology Corporation
Tripod Technology Corporation
WPG Holdings Limited
Far Eastern International Bank
Oriental Union Chemical Corp.
Far Eastern Department Store Ltd.
Ding Shen Investment Co., Ltd.
Hsin Nsn Construction Co., Ltd.
Ordinary shares
Cementon Micronesia L.L.C.
Ordinary shares
Stone Industry Resource System Corp
Beneficiary certificates
Polaris Taiwan Top 50 Tracker Fund
Ordinary shares
Far Eastern International Bank
Far EasTone
Ordinary shares
Far EasTone
Beneficiary certificates
CSOP FTSE China A50 ETF
Beneficiary certificates
Allianz US High Yield Fund
Opas Fund Segregated Portfolio Tranche C
-
-
-
-
-
-
-
-
-
-
-
Same chairman with the major shareholder
-
-
-
-
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
The Corporation is its director
-
-
-
-
The chairman of the Corporation’s major shareholder
is its vice-chairman
Same chairman with the major shareholder
Same chairman with the major shareholder
-
-
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
Same as above
Same as above
Same as above
Same as above
Financial assets at fair value through other
comprehensive income - 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
Financial assets at fair value through other
comprehensive income - noncurrent
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 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
Financial assets at fair value through profit or
loss - current
Same as above
10,834,650
2,043,000
389,519
525,000
825,000
1,720,000
2,500,000
1,350,000
448,000
38,000
150,000
1,426,303
1,000,000
3,286,000
2,882,000
540,000
986,000
136,000
100,000
340,000
135,149,123
1,552,156
4,473,972
39,600,000
2,696
(Note 1)
10,000
350,000
3,020,872
71,099
130,000
300,000
97,741
1,606
$ 217,776
135,247
17,022
33,758
56,430
156,176
77,548
111,620
112,065
10,678
25,200
102,836
47,350
239,221
65,854
80,786
81,524
6,712
12,550
13,294
1,615,032
32,595
116,547
372,240
-
116,727
70
33,933
36,099
5,126
9,373
17,438
21,147
70,827
3.17
0.14
0.01
0.01
0.03
0.01
-
-
-
0.01
0.03
0.04
0.24
0.04
0.08
-
-
0.01
0.02
0.02
4.03
0.18
0.32
18.00
-
10.00
0.15
-
0.09
-
-
-
-
-
$ 217,776
135,247
17,022
33,758
56,430
156,176
77,548
111,620
112,065
10,678
25,200
102,836
47,350
239,221
65,854
80,786
81,524
6,712
12,550
13,294
1,615,032
32,595
116,547
372,240
-
116,727
70
33,933
36,099
5,126
9,373
17,438
21,147
70,827
Note 6

(Continued)

  • 82 -
Holding Company Name Type and Name of Marketable Securities Relationship with the Holding Company Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares or Units Carrying Amount Percentage of
Ownership (%)
Fair Value
ACSPL
OCPL
Beneficiary certificates
United Emerging Markets Bond Funds
United Growth Fund
Ordinary shares
DBS Group
Guocoland Ltd.
Hong Leong Asia
INTRACO
Engro Corp Ltd.
Ordinary shares
Hiap Hoe Ltd.
-
-
-
-
-
-
-
-
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
Same as above
Same as above
Same as above
Financial assets at fair value through profit or
loss - current
3,232,758
745,068
33,436
26,666
20,000
46,875
2,000
44,260
$ 93,112
60,131
19,202
1,160
297
296
43
786
-
-
-
-
-
-
-
-
$ 93,112
60,131
19,202
1,160
297
296
43
786

Note 1: This is not a company limited by shares.

Note 2: Marketable securities in this table are shares, 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 ($1,045,450 thousand) of the securities are pledged as collaterals for bank loans of the Corporation.

Note 5: 5,000 thousand shares ($130,250 thousand) of the securities are pledged as collaterals for bank loans of DCI.

Note 6: 3,500 thousand shares ($91,175 thousand) of the securities are pledged as collaterals for bank loans of AIC.

(Concluded)

  • 83 -

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, 2019

(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
ACCHC
PIHPL
OIH
OHC
ACSPL
DCI
AIC
Mega
Mega IV
Leap
Ordinary shares
PIHPL
Ordinary shares
OIH
Ordinary shares
OHC
Ordinary shares
YDES
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Beneficiary certificates
Opas Fund Segregated Portfolio
Tranche D
Investments in subsidiaries
Investments in subsidiaries
Investments in subsidiaries
Investments accounted for using
the equity method
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
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
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
Proceeds from
issuance of
ordinary shares
-
-
-
-
-
-
Subsidiaries
Subsidiaries
Subsidiaries
Associates
-
-
-
-
-
-
9,379,303
700,709,352
(Note 1)
(Note 1)
19,000
56,000
58,000
-
-
-
US
2,165,969
thousand
US
1,473,705
thousand
RMB
813,357
thousand

-

580,194

1,716,669

1,777,798

-

-

-
340,232
(Note 2)
-

-

-
94

-

9,601

9,601

9,601
US
73,781
thousand
US
73,781
thousand
RMB
500,000
thousand
RMB
714,190
Thousand

-
2,869

-

294,286

294,286

294,286
-
-
-
-

19,000

56,094
58,000

9,601

9,601

9,601
$ -

-

-

-

612,797

1,805,004
1,863,752

296,073

296,073

296,073
$ -

-

-

-

583,562

1,716,469

1,774,800

294,286

294,286

294,286
$ -

-

-

-

29,235

88,536

88,952

1,787

1,787

1,787

9,719,535
(Note 2)

700,709,352
(Note 2)

(Note 1)

(Note 1)

-

-

-

-

-

-
US
2,484,649
thousand
US
1,751,418
thousand
RMB 2,885,909
thousand
RMB
706,643
thousand

-

-

-

-

-

-

Note 1: This is not a company limited by shares.

Note 2: The cash capital increment was not registered yet.

  • 84 -

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, 2019

(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
U-Ming
U-Ming Singapore
YLT
NHC
Alliance Concrete Singapore Pte. Ltd.
The Corporation
Far Eastern General Construction Inc.
Far Eastern Resources Development Co.
The Corporation
CHC Resources Corporation
Air Liquide Far Eastern Co.
FENC
OUCC
Oriental Petrochemical (Taiwan) Co., Ltd.
Chubei New Century Shopping Mall Co.,
Ltd.
The Corporation
Far Eastern General Construction Inc.
The Corporation
The Corporation
Far Eastern Polytex Vietnam Ltd.
TZOCCL
WYDC
YYDCCL
NYDC
A subsidiary of the Corporation
A subsidiary of the Corporation
A subsidiary of the Corporation
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
An investee accounted for by equity method
Parent company
Related party in substance
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
Related party in substance
Related party in substance
Parent company
Related party in substance
Parent company
Parent company
A subsidiary of 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
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Sales freight expense
Purchase
Sales
Purchase
Sales
Sales
Purchase
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
$ (1,805,262)
(522,223)
(163,476)

551,952

186,958

176,539
151,293
SGD
(28,215)
thousand
SGD
23,042
thousand
(430,434)
(104,551)
1,805,262
466,075
(156,034)
(207,509)
(133,627)
(176,300)
(104,908)
163,476
(116,783)
(151,293)
(176,539)
VND (79,774,106)
thousand
RMB
(240,626)
thousand
RMB
(212,481)
thousand
RMB
(552,419)
thousand
RMB
(92,202)
thousand
(20)
(6)
(2)
6
2
2
2
(78)
63
(5)
(1)
21
5
(14)
(19)
(12)
(20)
(15)
25
(66)
(40)
(98)
(82)
(5)
(4)
(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
Purchase 45 days after monthly closing
Average 60 days
Average 30 days
Average 90 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
110 days
Average 60 days
Purchase 45 days after monthly closing
Average 90 days
Purchase 45 days after monthly closing
30 days
Within 45 days
Within 90 days
Average 30 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 348,664
38,621
34,114
(66,176)
-
(31,883)
(28,431)
SGD
6,247
thousand
SGD
(1,740)
thousand
213,416
76,481
(348,664)
(64,488)
52,734
27,527
23,895
55,066
19,648
(34,114)
35,542
28,431
31,883
VND 26,936,744
thousand
RMB
34,873
thousand
RMB
37,902
thousand
RMB
31,765
thousand
RMB
16,285
thousand
33
4
3
(4)
-
(2)
(2)
83
(28)
6
2
(24)
(4)
25
13
11
46
8
(30)
34
33
99
87
4
5
4
2

(Continued)

  • 85 -
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
NYLC
HYDCCL
RYNM
JYLTC
WAMTC
NYDC
NYLC
HGYDC
JYDC
JYDC
JYDC
JYDC
JYDC
YYDCCL
JYDC
HYDCCL
TZOCCL
JYDC
WAMTC
WYDC
WYCPCL
HZYCCL
JYDC
HGYDC
WAMTC
HXMC
A subsidiary of the Corporation
The same ultimate parent company
A subsidiary of the Corporation
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
An investee accounted for by equity method
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
An investee accounted for by equity method
An investee accounted for by equity method
Sales
Sales
Sales
Sales freight expense
Sales freight expense
Purchase
Purchase
Purchase
Sales
Purchase
Sales
Purchase
Purchase
Purchase
Purchase
Purchase
Sales
Purchase
Sales freight expense
Sales
Sales
Sales
Purchase
Purchase
Sales freight expense
Purchase
RMB
(33,435)
thousand
RMB
(49,612)
thousand
RMB
(23,366)
thousand
RMB
52,041
thousand
RMB
76,408
thousand
RMB
294,343
thousand
RMB
28,776
thousand
RMB
24,880
thousand
RMB
(294,343)
thousand
RMB
92,202
thousand
RMB
(28,776)
thousand
RMB
33,435
thousand
RMB
240,626
thousand
RMB
29,860
thousand
RMB
212,481
thousand
RMB
25,704
thousand
RMB
(29,860)
thousand
RMB
552,419
thousand
RMB
25,879
thousand
RMB
(25,704)
thousand
RMB
(44,639)
thousand
RMB
(32,231)
thousand
RMB
49,612
thousand
RMB
86,691
thousand
RMB
33,759
thousand
RMB
22,650
thousand
(1)
(1)
-
2
2
10
1
1
(100)
35
(17)
23
85
11
63
8
(3)
70
3
(2)
(3)
(2)
5
8
3
2
Average 30 days
Within 90 days
Average 30 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
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
Within 90 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
6,503
thousand
RMB
12,304
thousand
RMB
3,856
thousand
RMB
(14,608)
thousand
RMB
(19,484)
thousand
RMB
(45,705)
thousand
RMB
(2,475)
thousand
RMB
(7,370)
thousand
RMB
45,705
thousand
RMB
(16,285)
thousand
RMB
2,475
thousand
RMB
(6,503)
thousand
RMB
(34,873)
thousand
RMB
(912)
thousand
RMB
(37,902)
thousand
RMB
(280)
thousand
RMB
912
thousand
RMB
(31,765)
Thousand
RMB
(2,885)
thousand
RMB
280
thousand
RMB
14,085
thousand
RMB
14,906
thousand
RMB
(12,304)
thousand
RMB
(9,658)
thousand
-
RMB
(1,856)
thousand
1
1
-
(8)
11
(25)
(1)
(4)
100
(58)
2
(31)
(92)
(2)
(59)
-
1
(64)
(6)
-
4
4
(14)
(11)
-
(2)

(Continued)

  • 86 -
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
WYCPCL
SIYDCCL
HGYDC
SLCL
SYCPCL
JYLTC
SYTCL
RYNM
HYDCCL
SLCL
SYCPCL
HYDCCL
JYDC
SYCPCL
SIYDCCL
SYTCL
SLCL
SIYDCCL
JYDC
SLCL
JYDC
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
The same ultimate parent company
The same ultimate parent company
Parent company
The same ultimate parent company
Parent company
Purchase
Sales
Sales
Sales
Sales
Sales
Purchase
Purchase
Purchase
Purchase
Sales
Sales
Purchase
RMB
44,639
thousand
RMB
(81,058)
thousand
RMB
(27,616)
thousand
RMB
(86,691)
Thousand
RMB
(24,880)
thousand
RMB
(23,395)
thousand
RMB
81,058
thousand
RMB
43,424
Thousand
RMB
23,395
Thousand
RMB
27,616
Thousand
RMB
(52,041)
thousand
RMB
(43,424)
thousand
RMB
23,366
thousand
30
(4)
(1)
(10)
(3)
(2)
10
5
9
11
(63)
(56)
100
Within 90 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
Within 90 days
Within 90 days
Within 90 days
Average 30 days
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
RMB
(14,085)
thousand
RMB
7,306
thousand
RMB
8,710
thousand
RMB
9,658
thousand
RMB
7,370
thousand
RMB
22,603
thousand
RMB
(7,306)
thousand
RMB
(6,162)
thousand
RMB
(22,603)
thousand
RMB
(8,710)
thousand
RMB
14,608
thousand
RMB
6,162
thousand
RMB
(3,856)
thousand
(43)
1
1
18
14
3
(15)
(12)
(24)
(9)
62
24
(99)

(Concluded)

  • 87 -

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, 2019

(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
OIH
OHC
SLCL
WYDC
HYDCCL
YTRMC
Alliance Concrete Singapore Pte. Ltd.
Far Eastern General Construction Inc.
TZDC
WYDC
YYDCCL
ACCHC
SHYLCP
TZOCCL
JYDC
ACCHC
SLCL
SLCCL
SYCPCL
ACCHC
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
Parent company
The same ultimate parent company
The same ultimate parent company
Parent company
Parent company
The same ultimate parent company
A subsidiary of the Corporation
The same ultimate parent company
Parent company
$ 348,664
SGD
6,247
thousand
213,416
RMB
34,873
thousand
RMB
37,902
thousand
RMB
31,765
thousand
RMB 700,000
thousand
RMB
45,000
thousand
RMB
70,000
thousand
RMB
45,705
thousand
RMB
44,000
thousand
RMB 190,000
thousand
RMB
33,000
thousand
RMB
40,000
thousand
RMB 400,000
thousand
5.02 times
4.25 times
1.75 times
6.92 times
6.71 times
16.52 times
Note 1
Note 1
Note 1
6.77 times
Note 1
Note 1
Note 1
Note 1
Note 1
$ -
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 5,386
SGD
6,247
thousand
121,620
RMB
30,032
thousand
-
RMB
23,692
thousand
-
-
-
RMB
45,705
thousand
-
RMB
90,000
thousand
-
-
-
$ -
-

-
-

-
-

-

-

-
-

-
-

-

-

-

Note 1: The accounts receivable from financing.

  • 88 -

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, 2019

(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, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 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
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Singapore
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
B.V.I.
Cayman
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
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
-
112,096
27,619
828,313
846,224
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

4,821,008

289,982

140,138

1,263,385

36,024

143,516

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
115,882,928
82,812,887
1,127,000
-
1,294,270
468,486
27,700,000
28,300,000
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
-
99.56
0.06
100.00
100.00
100.00
$ 41,411,828
39,074,139
10,462,271
13,656,200
6,059,603
3,218,379
2,560,533
4,142,011
1,921,049
3,256,199
1,801,770
1,969,817
1,410,458
640,867
261,372
373,481
265,154
182,274
80,652
75,594
54,922
5,248,933
1,320,548
4,402,354
2,509,521
446,154
-
133,735
30,967
774,004
855,589
281,337
$ 14,106,889

10,732,669

1,621,695

1,262,905

1,097,061
214,541
811,808

693,709
250,003

977,016

146,801

1,347

213,189
152,284

52,531
12,144

22,796

59,946
14,020

1,040

3,038
13,578,105
214,541
725,256
10,732,669

40,881

-

(6,936)
1,621,695

86,138

100,918

46,877
$ 9,554,596

1,637,898

636,545

1,262,788

653,769
67,561
242,893

693,431
47,326

977,016

146,801

(6,939)

213,363
56,887

52,499
5,295

11,626

58,885
5,664

871

3,038
965,182

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)

  • 89 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 Shares Percentage of
Ownership
Carrying Value
NHC
YTRMC
FMT
FDT
AEE
YLPPC
AIC
AC Mega III Investment Ltd.
AC Mega IV Investment Ltd.
Drive Catalyst SPC - SP Tranche One
Drive Catalyst SPC - SP Tranche Three
CSCGL
SHSTC
PGIC
FENC
U-Ming
CSCGL
YSRMC
YTV
PYCI
AOG
FDT
FENC
YDEC
U-Ming
FENC
ACCHC
U-Ming
CSCGL
YDEC
PYCI
YLPCIP
AOG
FENC
U-Ming
CHP
Asia Cement Pioneer Investment Ltd.
Asia Cement Pioneer II Investment Ltd.
Asia Cement Pioneer III Investment Ltd.
Asia Cement Pioneer IV Investment Ltd.
Asia Cement Explorer Investment Ltd.
DCI
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Cayman
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Taiwan
Vietnam
Indonesia
Guam
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
Taiwan
Cayman
Taiwan
Indonesia
India
Guam
Taiwan
Taiwan
Taiwan
B.V.I.
B.V.I.
B.V.I.
B.V.I.
B.V.I.
Taiwan
Investment
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
Ready-mixed concrete
Tunnel lining segments
Investment
Textile
Marine transportation
Power plant
Investment
Investment
Investment
Investment
Investment
Investment
$ 289,050
780,510
123,120
123,960
872,619
-
36,771
15,240
1,027
282,957
69,930
201,823
144,369
236,240
30,373
40,263
160,424
1,891
31,322
50,541
38,931
266,942
20,776
1,448
8,338
66,816
405,473
77,446
376
2,100,779
833,410
578,325
575,538
623,340
76
$ 289,050

780,510

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

621

8,338

66,816

405,473

77,446

376

2,039,879

544,135

289,050

286,263

334,065

76
10,000,000
26,100,000
4,000
4,000
56,297,000
-
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
30,557,900
50,000
1,020,000
3,161,500
3,485,997
8,368,000
4,411,559
(Note 1)
(Note 1)
(Note 1)
15,430,293
7,796,914
37,574
68,550,000
28,000,000
19,500,000
19,010,000
20,915,000
5,401
100.00
100.00
25.00
25.00
1.29
-
31.00
0.03
0.01
0.21
69.93
100.00
99.00
95.04
99.87
0.08
26.95
0.01
0.02
0.20
0.41
0.19
3.89
1.00
99.99
4.96
0.29
0.92
0.01
100.00
100.00
100.00
100.00
100.00
-
$ 319,223
888,698
120,649
118,975
890,053
-
51,455
40,356
941
145,992
87,687
291,247
68,599
65,207
740,647
109,949
585,374
1,805
31,091
84,246
35,455
132,075
84,414
693
1,915
3,403
649,483
72,456
850
2,064,326
891,935
542,204
588,459
442,420
76
$ 52,787

106,605

3,831

(3,076)

13,578,105

-

8,847

10,732,669

1,621,695

13,578,105

27,530

7,838

(72,481)

(43,552)

109,850

10,732,669

117,812

1,621,695

10,732,669

14,106,889

1,621,695

13,578,105

117,812

(72,481)

(219)

(43,552)

10,732,669

1,621,695

1,097,061

306,888

101,257

36,662

48,009

14,774

1,262,905

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

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)

  • 90 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 Shares Percentage of
Ownership
Carrying Value
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
CSCGL
Opas Fund Segregated Portfolio
Company
Drive Catalyst SPC
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
CSCGL
KCCL
Join Fortune Trading Ltd.
Empire Success Corp Ltd.
Profit Enterprises Int'l Ltd.
Asia Oriental Concrete, LLC
Perez-Mtec-ACC, L.L.C.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman
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
Ready-mixed concrete
Ready-mixed concrete
$ 176

78
116
119
110
37
15,649
53
556,895
58,840
266,882
1,531
494
1,959,250
544,689
290,967
292,032
567,556
554,533
293,393
292,743
504,078
38
88,372
65,076
23,296
237,944
8,979
$ 176

78

116

119

110

37

15,649

53

556,895

58,840

266,882

1,531

494

1,959,250

544,689

290,967

292,032

567,556

554,533

293,393

292,743

504,078
38
88,372
65,076

23,296

178,084

8,979
5,000
5,000
6,000
5,000
7,145
5,000
660,000
5,782
31,528,000
6,348,103
7,480,000
33
33
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
0.17
33.00
33.00
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
71.70
33.33
$ 272
80
120
125
199
44
16,630
53
498,144
308,774
118,080
1,607
488
1,700,893
583,507
233,970
293,443
562,979
479,139
254,137
291,688
591,806
138,589
18,957
16,508
3,289
22,269
42
$ 213,189

52,531

59,946

(6,936)

109,850

27,530

14,020

146,801

13,578,105

1,621,695

13,578,105

113

20

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105

13,578,105
13,198
584
(559)

1,253

(66,247)

-

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)

  • 91 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount **Balance ** as of December 31, 2019 as of December 31, 2019 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2019 December 31, 2018 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
$ 377,230
598,600
155,330
26,356,747
$ 377,230

598,600

155,330

26,356,747
17,000,000
63,790,798
6,000,000
9,379,303
100.00
4.07
50.00
100.00
$ 260,244
2,488,498
206,833
74,365,545
$ 3,400

14,106,889

204,204

15,638,825

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)

  • 92 -

TABLE 8

ASIA CEMENT CORPORATION

INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2019 (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, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
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$448,950
thousand)
US$356,104 (equivalent
to NT$10,658,193
thousand)
US$36,140 (equivalent
to NT$1,081,670
thousand)
-
US$130,407 (equivalent
to NT$3,903,082
thousand)
RMB60,000 (equivalent
to NT$257,419
thousand)
RMB90,000 (equivalent
to NT$386,128
thousand)
US$368,340 (equivalent
to NT$11,024,416
thousand)
US$4,100 (equivalent to
NT$122,713
thousand)
RMB12,500 (equivalent
to NT$53,629
thousand)
(2)
(2)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
US$11,200 (equivalent
to NT$335,216
thousand)
US$93,035 (equivalent
to NT$2,784,538
thousand)
RMB(126,758)
(equivalent to
NT$(543,832)
thousand)
US$22,081 (equivalent
to NT$660,884
thousand)
RMB(3,533) (equivalent
to NT$(15,158)
thousand)
US$1,270 (equivalent to
NT$38,011 thousand)
US$54,191 (equivalent
to NT$1,621,937
thousand)
-
-
US$67,585 (equivalent
to NT$2,022,819
thousand)
RMB(4,091) (equivalent
to NT$(17,552)
thousand)
US$2,023 (equivalent to
NT$60,548 thousand)
-
$ -
-
-
-
-
-
-
-
-
-
$ -
RMB(380,367)
(equivalent to
NT$(1,631,895)
thousand)
-
-
-
-
-
RMB(136,094)
(equivalent to
NT$(583,886)
thousand)
-
-
US$11,200 (equivalent
to NT$335,216
thousand)
US$93,035 (equivalent
to NT$2,784,538
thousand)
RMB(507,125)
(equivalent to
NT$(2,175,727)
thousand)
US$22,081 (equivalent
to NT$660,884
thousand)
RMB(3,533) (equivalent
to NT$(15,158)
thousand)
US$1,270 (equivalent to
NT$38,011 thousand)
US$54,191 (equivalent
to NT$1,621,937
thousand)
-
-
US$67,585 (equivalent
to NT$2,022,819
thousand)
RMB(140,185)
(equivalent to
NT$(601,438)
thousand)
US$2,023 (equivalent to
NT$60,548 thousand)
-
RMB14,271 (equivalent
to NT$63,986
thousand)
RMB1,488,812
(equivalent to
NT$6,675,264
thousand)
RMB29,023 (equivalent
to NT$130,126
thousand)
-
RMB386,044 (equivalent
to NT$1,730,872
thousand)
RMB(6,553) (equivalent
to NT$(29,379)
thousand)
RMB15,586 (equivalent
to NT$69,883
thousand)
RMB1,264,886
(equivalent to
NT$5,671,266
thousand)
RMB14,136 (equivalent
to NT$63,381
thousand)
RMB6,397 (equivalent to
NT$28,680 thousand)
72.00
68.40
72.00
-

72.00
68.40
52.20
72.00
72.00

70.12
RMB10,275 (equivalent
to NT$46,070
thousand)
RMB1,018,348
(equivalent to
NT$4,565,881
thousand)
RMB20,896 (equivalent
to NT$93,691
thousand)
-
RMB277,951 (equivalent
to NT$1,246,228
thousand)
RMB(4,482) (equivalent
to NT$(20,096)
thousand)
RMB8,136 (equivalent to
NT$36,479 thousand)
RMB910,718 (equivalent
to NT$4,083,312
thousand)
RMB10,178 (equivalent
to NT$45,634
thousand)
RMB4,485 (equivalent to
NT$20,111 thousand)
RMB10,405 (equivalent
to NT$44,643
thousand)
RMB4,112,215
(equivalent to
NT$17,642,702
thousand)
RMB438,541 (equivalent
to NT$1,881,481
thousand)
-

RMB2,077,855
(equivalent to
NT$8,914,653
thousand)
RMB112,989 (equivalent
to NT$484,760
thousand)

RMB88,543 (equivalent
to NT$379,876
thousand)

RMB3,773,937
(equivalent to
NT$16,191,384
thousand)
RMB59,238 (equivalent
to NT$254,151
thousand)

RMB25,780 (equivalent
to NT$110,602
thousand)
US$800 (equivalent to
NT$23,944 thousand)
US$50,781 (equivalent
to NT$1,519,875
thousand)
RMB507,125 (equivalent
to NT$2,175,727
thousand)

US$4,469 (equivalent to
NT$133,757
thousand)
RMB3,533 (equivalent to
NT$15,158 thousand)
-
US$809 (equivalent to
NT$24,213 thousand)

-
-
US$27,009 (equivalent
to NT$808,379
thousand)
RMB140,185 (equivalent
to NT$601,438
thousand)
US$77 (equivalent to
NT$2,305 thousand)
-
(Continued)
  • 93 -
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, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
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, slag powder and ready-mixed
concrete (including cement - related
products)
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Transportation
It manufactures and sells ready-mixed
concrete and cement - related products
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
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$4,633,164
thousand)
-
US$3,300 (equivalent to
NT$98,769 thousand)
US$3,500 (equivalent to
NT$104,755
thousand)
US$35,530 (equivalent
to NT$1,063,413
thousand)
US$86,170 (equivalent
to NT$2,579,068
thousand)
RMB13,000 (equivalent
to NT$55,774
thousand)
RMB60,000 (equivalent
to NT$257,419
thousand)
RMB90,000 (equivalent
to NT$386,128
thousand)
RMB30,000 (equivalent
to NT$128,709
thousand)
RMB10,000 (equivalent
to NT$42,903
thousand)
RMB35,500 (equivalent
to NT$152,306
thousand)
US$16,000 (equivalent
to NT$478,880
thousand)
(2)
-
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
US$44,610 (equivalent
to NT$1,335,177
thousand)
RMB(36,155)
(equivalent to
NT$(155,116)
thousand)
US$980 (equivalent to
NT$29,331 thousand)
US$2,970 (equivalent to
NT$88,892 thousand)
US$2,158 (equivalent to
NT$64,589 thousand)
US$14,833 (equivalent
to NT$443,952
thousand)
US$13,513 (equivalent
to NT$404,444
thousand)
RMB(24,078)
(equivalent to
NT$(103,302)
thousand)
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
RMB(87,753)
(equivalent to
NT$(376,488)
thousand)
-
-
-
-
RMB(67,959)
(equivalent to
NT$(291,566)
thousand)
-
-
-
-
-
-
-
US$44,610 (equivalent
to NT$1,335,177
thousand)
RMB(123,908)
(equivalent to
NT$(531,604)
thousand)
US$980 (equivalent to
NT$29,331 thousand)
US$2,970 (equivalent to
NT$88,892 thousand)
US$2,158 (equivalent to
NT$64,589 thousand)
US$14,833 (equivalent
to NT$443,952
thousand)
US$13,513 (equivalent
to NT$404,444
thousand)
RMB(92,037)
(equivalent to
NT$(394,868)
thousand)
-
-
-
-
-
-
-
RMB430,511 (equivalent
to NT$1,930,247
thousand)
-
RMB17,747 (equivalent
to NT$79,571
thousand)
RMB4,087 (equivalent to
NT$18,323 thousand)
RMB50,419 (equivalent
to NT$226,061
thousand)
RMB265,762 (equivalent
to NT$1,191,577
thousand)
RMB112 (equivalent to
NT$501 thousand)
RMB23,129 (equivalent
to NT$103,702
thousand)
RMB45,088 (equivalent
to NT$202,157
thousand)
RMB6,787 (equivalent to
NT$30,430 thousand)
RMB10,800 (equivalent
to NT$48,425
thousand)
RMB10,804 (equivalent
to NT$48,439
thousand)
RMB13,131 (equivalent
to NT$58,875
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
RMB309,968 (equivalent
to NT$1,389,778
thousand)
-
RMB12,778
(equivalent to
NT$57,291 thousand)
RMB2,942 (equivalent to
NT$13,193 thousand)
RMB36,302 (equivalent
to NT$162,764
thousand)
RMB191,349 (equivalent
to NT$857,936
thousand)
RMB80 (equivalent to
NT$360 thousand)
RMB16,653 (equivalent
to NT$74,665
thousand)
RMB28,758 (equivalent
to NT$128,941
thousand)
RMB1,955 (equivalent to
NT$8,764 thousand)
RMB2,948 (equivalent to
NT$13,217 thousand)
RMB3,751 (equivalent to
NT$16,820 thousand)
RMB8,982 (equivalent to
NT$40,271 thousand)

RMB1,884,938
(equivalent to
NT$8,086,981
thousand)
-
RMB38,641 (equivalent
to NT$165,782
thousand)

RMB31,255 (equivalent
to NT$134,095
thousand)
RMB300,302 (equivalent
to NT$1,288,390
thousand)

RMB915,154 (equivalent
to NT$3,926,300
thousand)
RMB13,316 (equivalent
to NT$57,130
thousand)
RMB65,039 (equivalent
to NT$279,036
thousand)
RMB256,172 (equivalent
to NT$1,099,058
thousand)

RMB13,305 (equivalent
to NT$57,084
thousand)

RMB6,819 (equivalent to
NT$29,255 thousand)

RMB32,162 (equivalent
to NT$137,985
thousand)

RMB60,949 (equivalent
to NT$261,493
thousand)
US$12,990 (equivalent
to NT$388,791
thousand)
RMB123,908 (equivalent
to NT$531,604
thousand)
-
-
US$992 (equivalent to
NT$29,691 thousand)

US$1,016 (equivalent to
NT$30,409 thousand)

US$1,837 (equivalent to
NT$54,981 thousand)
RMB92,037 (equivalent
to NT$394,868
thousand)
-
-

-
-

-
-
-

(Continued)

  • 94 -
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, 2019
Accumulated Outward
Remittance for
Investment from
Taiwan as of
January 1, 2019
Remittance of Funds Remittance of Funds Accumulated Outward
Remittance for
Investment from
Taiwan as of
December 31, 2019
Net Income (Loss) of
the Investee
% Ownership
of Direct or
Indirect
Investment
Investment Gain (Loss)
(Note 1)
Carrying Amount as of
December 31, 2019
Accumulated
Repatriation of
Investment Income as
of December 31, 2019
Outward Inward
SLCL
SLCCL
YDES
RYNM
Cement, clinker, slag powder and
ready-mixed concrete (including
cement - related products)
Cement - related products
Wholesale of chemical products and
machinery equipment, design and
development of computer software
and network technology
Building materials, products and
construction waste
RMB600,000 (equivalent
to NT$2,574,190
thousand)
RMB20,000 (equivalent
to NT$85,806
thousand)
RMB1,763,425
(equivalent to
NT$7,565,650
thousand)
RMB2,000 (equivalent to
NT$8,581 thousand)

(2)
(2)
(2)

(2)
$ -
-
-
-
$ -
-
-
-
$ -
-
-
-
$ -
-
-
-
RMB568,864 (equivalent
to NT$2,550,570
thousand)
RMB(503) (equivalent to
NT$((2,254)
thousand)
RMB(22,262)
(equivalent to
NT$(99,813)
thousand)
RMB47,672 (equivalent
to NT$213,741
thousand)

72.00
72.00
28.80
68.40
RMB407,522 (equivalent
to NT$1,827,173
thousand)
RMB(362) (equivalent to
NT$(1,623) thousand)
RMB(5,434) (equivalent
to NT$(24,364)
thousand)
RMB32,607 (equivalent
to NT$146,199
thousand)

RMB1,512,948
(equivalent to
NT$6,491,023
thousand)
RMB(15,014)
(equivalent to
NT$(64,413)
thousand)
RMB508,783 (equivalent
to NT$2,182,839
thousand)
RMB33,975 (equivalent
to NT$145,765
thousand)
$ -
-

-
-
Accumulated Outward Remittance for Investment in
Mainland China as of December 31, 2019
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$14,398,395 thousand)
RMB(866,788)
(equivalent to NT$(3,718,794) thousand)
US$2,284,279
(equivalent to NT$68,368,470 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, 2019 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, 2019 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2019.

(Concluded)

  • 95 -