AI assistant
ACC — Annual Report 2021
Aug 6, 2021
51736_rns_2021-08-06_7cfc4443-7d72-4fa0-8b13-122dd422b75c.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 1102 http://www.acc.com.tw http://emops.twse.com.tw
==> picture [200 x 63] intentionally omitted <==
ASIA CEMENT CORPORATION 2020 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, 2021
Spokesperson
Name: W.K. Chou Title: Vice President Tel: 886-2-27378940 E-mail: [email protected]
Headquarter and Plants
Headquarter
Address: 30~ 31F, No.207, Sec. 2, Dunhua South Rd., Da’an Dist., Taipei City 106, Taiwan Tel: 886-2-27338000
IR Contact & Deputy Spokesperson
Name: Doris Wu Title: Executive Vice President Tel: 886-2-27378945 E-mail: [email protected]
Hsinchu Plant
Address: No.109, Sec. 2, Zhongfeng Rd., Hengshan Township, Hsinchu County 312, Taiwan Tel: 886-3-5931011
Stock Transfer Agent
Oriental Securities Corporation Address: 13F., No. 16, Xinzhan Rd., Banqiao Dist., New Taipei City 220, Taiwan Tel: 886-2-77531699 Website: http://www.osc.com.tw/
Hualien Plant
Address: No.125, Xinxing Rd., Xincheng Township, Hualien County 971, Taiwan Tel: 886-3-8612101
Auditors
Deloitte & Touche Auditors: 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 ............................................................................................................................................. 9 2.1 DATE OF INCORPORATION: .......................................................................................................................................... 9 2.2 COMPANY HISTORY ................................................................................................................................................... 9 III CORPORATE GOVERNANCE REPORT ........................................................................................................ 13 3.1 ORGANIZATION ....................................................................................................................................................... 13 3.1.1 Organization Chart ..................................................................................................................................... 13 3.1.2 Major Corporate Functions ........................................................................................................................ 14 3.2 DIRECTORS AND MANAGEMENT TEAM ........................................................................................................................ 16 3.2.1 Directors ..................................................................................................................................................... 16 3.2.2 Major Shareholders of the Institutional Shareholders ............................................................................... 19 3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ............................................... 20 3.2.4 Professional Qualifications and Independence Analysis of Directors ......................................................... 25 3.2.5 Management Team .................................................................................................................................... 27 3.2.6 Remuneration of Directors, Supervisors, President, and Vice Presidents ................................................... 29 3.2.7 Employees Remuneration to Management Team ..................................................................................... 34 3.3 IMPLEMENTATION OF CORPORATE GOVERNANCE .......................................................................................................... 35 3.3.1 Board of Directors ...................................................................................................................................... 35 3.3.2 Other mentionable items: .......................................................................................................................... 36 3.3.3 Annual priorities of Audit committee ......................................................................................................... 37 3.3.4 Attendance of Audit committee ................................................................................................................. 37 3.3.5 Corporate Governance Execution Status and Deviations from “Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies” ............................................................................................ 42 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 ........................................................................................ 64 3.3.9 The Training for Directors ........................................................................................................................... 71 3.3.10 The Training for Managers ....................................................................................................................... 72 3.3.11 The Execution Status of Internal Control System ..................................................................................... 74 3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings ......................................................... 75 3.3.13 Resignation or dismissal of the chairman, president, accounting manager, finance manager, auditing manager, and R&D manager of the Company ........................................................................................... 76 3.4 INFORMATION OF CPA SERVICE FEE ........................................................................................................................... 77 3.5 RELEVANT LICENSES AND CERTIFICATES OBTAINED ABOUT TRANSPARENT FINANCIAL INFORMATION ........................................... 78 3.6 CHANGES IN SHAREHOLDINGS AND PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10% SHAREHOLDING ...................................................................................................................................................... 79 3.7 INFORMATION DISCLOSING THE RELATIONSHIP BETWEEN ANY OF THE COMPANY’S TOP 10 SHAREHOLDERS ............................. 81 3.8 SHAREHOLDING PROPORTION OF ACC TO INVESTEES ..................................................................................................... 87 IV CAPITAL FORMATION ..................................................................................................................................... 88 4.1 CAPITAL AND SHARES............................................................................................................................................... 88 4.1.1 Capital Increase in the Past Five Years ....................................................................................................... 88 4.1.2 Capital ........................................................................................................................................................ 88 4.1.3 Shelf Registration: None ............................................................................................................................ 88 4.1.4 Shareholder Structure ................................................................................................................................ 88 4.1.5 Shareholding Distribution Status ............................................................................................................... 89 4.1.6 List of Major Shareholders ......................................................................................................................... 89 4.1.7 Market Price, Net Value, Earnings and Dividends per Share ...................................................................... 90 4.1. 8 Dividend Policy & Implementation Status ................................................................................................. 90 4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution ............................. 91 4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration ............................................. 92 4.2 SUMMARY OF CORPORATE BONDS ............................................................................................................................. 93 4.3 SUMMARY OF ISSUED GDR ...................................................................................................................................... 99 4.4 STATUS ON EXECUTION OF CAPITAL UTILIZATION PLANS ................................................................................................. 99
I
V OVERVIEW OF BUSINESS OPERATION ...................................................................................................... 100 5.1 BUSINESS INTRODUCTION ....................................................................................................................................... 100 5.1.1 Business Scope ......................................................................................................................................... 100 5.1.2 Industry Overview .................................................................................................................................... 100 5.1.3 Technology and Research Development .................................................................................................. 102 5.1.4 Short-term Business Plan ......................................................................................................................... 102 5.1.5 Long-term Business Plan .......................................................................................................................... 102 5.2 GENERAL INFORMATION OF MARKET & PRODUCTION .................................................................................................. 102 5.2.1. Markets Analysis ..................................................................................................................................... 102 5.2.2 Application of Major Cement Products .................................................................................................... 104 5.2.3 Supply Condition of Main Raw Materials ................................................................................................. 104 5.2.4 Major Suppliers Information for the Last Two Years ............................................................................... 105 5.2.5 Major Clients Information for the Last Two Years .................................................................................... 105 5.2.6 Output of Main Products.......................................................................................................................... 106 5.2.7 Sales of Main Products ............................................................................................................................. 106 5.3 HUMAN RESOURCES ............................................................................................................................................. 107 5.4 EXPENDITURES ON ENVIRONMENTAL PROTECTION ....................................................................................................... 107 5.4.1 ISO-14001 Environmental Management Systems (EMS) ......................................................................... 107 5.4.2 Air Pollution Prevention ........................................................................................................................... 108 5.4.3 Greening and Beautification for Quarry Restoration ............................................................................... 108 5.4.4 Major Environmental Protection Work in the Future ............................................................................... 109 5.4.5 Fulfill Social Responsibilities ..................................................................................................................... 109 5.5 LABOR RELATIONS ................................................................................................................................................. 109 5.6 MAJOR CONTRACTS .............................................................................................................................................. 113 VI FINANCIAL INFORMATION .......................................................................................................................... 115 6.1FINANCIAL REPORTS & AUDIT RESULTS IN RECENT FIVE YEARS ........................................................................................ 115 6.1.1 Consolidated Balance Sheets ................................................................................................................... 115 6.1.2 Consolidated Statements Of Comprehensive Income .............................................................................. 116 6.1.3 Separate Balance Sheets .......................................................................................................................... 117 6.1.4 Separate Statements Of Comprehensive Income ..................................................................................... 118 6.1.5 Auditors’ Opinions from 2016 to 2020 ..................................................................................................... 118 6.2 FINANCIAL ANALYSIS .............................................................................................................................................. 119 6.2.1 Consolidated Financial Statements .......................................................................................................... 119 6.2.2 Separate Financial Statements................................................................................................................. 120 6.3 AUDIT COMMITTEE’S REVIEW REPORT ON THE 2020 FINANCIAL STATEMENTS .................................................................. 122 6.4 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .................................................................................... 123 VII ANALYSIS OF FINANCIAL STATUS, OPERATING RESULT, AND RISK MANAGEMENT .............. 147 7.1 ANALYSIS OF FINANCIAL STATUS .............................................................................................................................. 147 7.2 ANALYSIS OF FINANCIAL PERFORMANCE .................................................................................................................... 148 7.3 ANALYSIS OF CASH FLOW ........................................................................................................................................ 149 7.4 IMPACTS OF MAJOR CAPITAL EXPENDITURES ON FINANCE AND OPERATION ...................................................................... 149 7.4.1 Major Capital Expenditures and Funding Sources .................................................................................... 149 7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure ................................... 150 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......................................................................................................................... 150 7.6 ANALYSIS AND EVALUATION OF RISK MANAGEMENT..................................................................................................... 150 7.6.1 The Impact of Fluctuation of Foreign Exchange, Interest Rates, and Inflation on the Company’s Profit and Loss and Its Countermeasures .................................................................................................................. 150 7.6.2 The Impact of Highly Risky Investments, Highly Leveraged Transaction, Loaning to Others, Endorsement and Guarantee for Others, and Derivatives ............................................................................................. 152 7.6.3 The Prevention of Legal Risks ................................................................................................................... 152 7.7 OTHER MENTIONABLE ISSUES .................................................................................................................................. 153 VIII SPECIAL DISCLOSURE ............................................................................................................................... 154 8.1 ORGANIZATIONAL CHART OF AFFILIATED COMPANIES ................................................................................................... 154 8.2 BASIC INFORMATION OF AFFILIATED COMPANIES ......................................................................................................... 155
II
8.3 MAIN BUSINESS OF AFFILIATED COMPANIES............................................................................................................... 158 8.4 INFORMATION OF THE DIRECTORS, SUPERVISORS, AND PRESIDENTS OF AFFILIATED COMPANIES ............................................ 159 8.5 OPERATING CONDITION OF AFFILIATED COMPANIES ..................................................................................................... 170
III
I Report to Shareholders
2020 Business Report
1. Review of the global and domestic economy in 2020
Review of the global economy in 2020
As a result of the COVID-19 pandemic, countries around the world have adopted a stricter level of containment measures in 2020, resulting in a significant slowdown in global economy. According to an analysis by the Chung-Hua Institution for Economic Research, the most affected industries are the airline, tourism, catering, hotel, and entertainment industries.
Although the logistics, e-commerce and telecommunication industries benefited from the surge in demand, the global economy fell into the biggest recession since the Great Depression of the 1930s.
Many countries have adopted accommodative monetary policies to mitigate the impact, but with limited success.
Countries in Europe and the US, especially those hit by the pandemic, have seen the biggest decline in economy in decades. Some emerging market countries, such as India and Mexico, have seen their economies shrink by more than 7.5% due to the severity of the pandemic. On the other hand, Asian countries such as Vietnam, China and Taiwan, which have been successful in containing the pandemic, have experienced growth of over 2% in their domestic economies, thanks to the stimulation of domestic demand and the expansion of external demand.
According to IHS Markit analysis, the global economy decline by 3.9% last year, the first decline since 2010. The IMF's World Economic Outlook reports that the global economy will decline by 3.3% in 2020, the lowest rate in 10 years.
Review of the domestic economy in 2020
The COVID-19 pandemic swept the world in 2020. Taiwan's representative word for 2020, "pandemic", was the most popular choice, showing that the pandemic has turned the lives of the public and changed the economic landscape of the world.
In order to prevent the spread of COVID-19, countries have taken strict measures such as shutting down the cities, border controls and restrictions on the movement of people, resulting in a near shutdown of economics activities and demand. As a result of the global economic downturn, Taiwan's economic performance also dropped significantly in the first half of the year. Fortunately, the government and its citizens were able to align their interest and work together to mitigate the impact of pandemic, so that production, manufacturing and consumption activities could continue. The effects of the various incentive programs are gradually taking effect, maintaining a certain degree of consumer power.
According to the Taiwan Institute of Economic Research, the economy of major countries have gradually revived from the third quarter onwards. Taiwan's traditional manufacturing industry is recovering as overseas demand picks up. The electronic and information technology industry benefited from the demand for long-distance communications, with major semiconductor manufacturers receiving new orders from Europe and the US, as well as an influx of urgent orders from Chinese manufacturers under US sanctions, leading to a gradual strengthening of Taiwan's manufacturing sector in the second half of the year.
1
According to the Directorate-General of Budget, Accounting and Statistics, the Executive Yuan, Taiwan's economy will grow at a rate of 3.11% in 2020. For the first time since 1991, the growth of economy in Taiwan surpassed that of China and also leads among developed countries.
Performance of the Company in 2020
- A. In 2020, the overall cement consumption in China amounted to about 2.377 billion MT, representing a YOY growth of 1.6%. In the same period, the clinker production of the Company in China amounted 23.91 million MT, representing a YOY decline of 3.76%. The total sales of cement, clinker and slag powder are 29.18 million MT, representing a YOY decline of 5.36%.
In 2020, the net income of Asia Cement (China) Holdings Corp. is NT$ 11,392,945 thousand. Among which, the Company and its subsidiaries recognized a total investment profit of NT$ 8,202,920 thousand.
- B. For domestic cement industry, according to survey conducted by the Taiwan Cement Manufacturers’ Association, total production of cement in Taiwan in 2020 was 11,862,124 MT, representing a YOY growth of 4.28%. Among which domestic sales accounted for 9,595,630 MT, representing a YOY growth of 5.97%; while exported accounted for 2,266,494 MT, representing a YOY decline of 2.35%.
The total sales of cement by the Company in Taiwan was 2,745,789 MT which is equivalent to 28.61% of the total production in Taiwan, or 22.73% of the overall consumption in Taiwan. Comparing to the gloomy performance by traditional manufacturing industries in 2020 due to the pandemic, cement industry has, against the trend, improved owing to the demand from government projects and private sectors demand.
Cement consumption in Taiwan has increased by 6.83% to 12,105,825 MT in 2020 which converted to consumption per capita of 514kg, representing a growth of 6.64% comparing to that of 482kg in 2019.
- C. The consolidated operating revenue of the Company in 2020 is NT $78,240,880 thousand, decline of 12.43% from 2019. The consolidated profit from operations was NT $19,670,138 thousand, decline of 10.85% from 2019. The Company recognized income of NT $4,639,504 thousand under equity method mainly from investment in Shanshui Cement, China, Far Eastern New Century Corp., and U-Ming Marine Transport Corp. The consolidated net profit after tax reached NT $18,773,807 thousand representing net profit rate after tax of 23.99%. Among which, the consolidated net profit attributable to the Company is $14,710,486 thousand. The 27[th] Board of Directors adopted in its 4[th] meeting to propose to distribute cash dividend of NT $3.55 per share.
2. Operating Performance of 2020
A. Production:
| Unit: 1000 MT | Unit: 1000 MT | |||||
|---|---|---|---|---|---|---|
| Item Region |
Cement | Difference Compared to 2019 |
% | Clinker | Difference Compared to 2019 |
% |
| ACC (Taiwan) |
3,624 | 88 | 2.49 | 3,490 | 104 | 3.07 |
* key performance indicator:
Actual aggregate cement output amounted to 3,624 thousand MT with the achievement rate of 101.34%, comparing to estimated output 3,576 thousand MT.
Actual aggregate clinker output amounted to 3,490 thousand MT with the achievement rate of
2
97.70% comparing to estimated output 3,572 thousand MT.
Unit: 1000 MT
| Item Region |
Cement | Difference Compared to 2019 |
% | Clinker | Difference Compared to 2019 |
% |
|---|---|---|---|---|---|---|
| ACC (China) |
27,017 | (1,730) | (6.02) | 23,908 | (935) | (3.76) |
* key performance indicator:
Actual aggregate cement output amounted to 27,017 thousand MT with the achievement rate of 93.98% comparing to estimated output 28,748 thousand MT.
Actual aggregate clinker output amounted to 23,908 thousand MT with the achievement rate of 96.86% comparing to estimated output 24,684 thousand MT.
-
B. Sales
-
i. Taiwan area:
Unit: 1000 MT; NT$1,000
| Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | Unit: 1000 MT; NT$1,000 | |||||
|---|---|---|---|---|---|---|---|---|
| Volume & Value Product |
2020 | Difference Compared to 2019 |
||||||
| Domestic Sales | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 2,762 | 6,142,157 | 997 | 1,588,607 | 112 | 3.07 | 102,775 | 1.35 |
* Key Performance Indicator:
Actual aggregate sales of cement and clinker produced by ACC amounted to 3,759 thousand MT with the achievement rate of 98.35% comparing to the estimated sales 3,822 thousand MT.
ii. China area:
Unit: 1000 MT; NT$1,000
| Volume & Value Product |
2020 | 2020 | 2020 | 2020 | Difference Compared to 2019 |
Difference Compared to 2019 |
Difference Compared to 2019 |
Difference Compared to 2019 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | |||||||
| Volume | Value | Volume | Value | Volume | % | Value | % | |
| Cement & Clinker | 29,110 | 43,279,889 | - | - | (1,728) | (5.60) | (6,514,021) | (13.08) |
* Key Performance Indicator:
Actual aggregate sales of cement and clinker produced by ACC (China) amounted to 29,110
thousand MT with the achievement rate of 98.35% comparing to the estimated sales 30,368 thousand MT.
3. The Company’s Strategy Layout in China
Asia Cement Corporation pioneered all domestic peers to invest in cement industry in China with Taiwan government’s permission since 1997.
On May 20, 2008, the subsidiary of the Company, Asia Cement (China) Holdings Corporation, hereinafter referred to as ACC (China) thereafter was listed on the main board of
3
Hong Kong Exchanges and Clearing Limited. Total assets reached RMB 21 billion.
Currently, the investments of ACC (China) are mainly located along 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), and Hubei Yadong Cement (Middle China), as core production bases. In addition to Sichuan Lanfeng Cement Corp., Huanggang Yadong Cement, Wuhan Yaxin Cement, and Yangzhou Yadong Cement ,there are three grinding factories, four 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 11.3 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 system which transports the limestone from quarry directly to the plant and enhances the transportation efficiency and reduces the cost of raw-material and also completely prevent interfering with neighboring area,, 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.
4
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 clinker amounts to 1 million MT which can produce 1.5 million MT cement.
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 lines. The annual output of clinker amounts to 3.8 million MT which can produce 5 million MT cement. The waste heat recycling generators can produce 130 million kWh electricity annually.
G. Yangzhou Yadong Cement Co., Ltd
The grinding factory can produce 2.3 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 1.8 million MT cement annually to supply the market in Wuhan
area.
I. Nanchang Yadong Cement Co., Ltd
The company can produce 0.6 million MT slag powder annually to supply the market in Nanchang area.
5. Prospects for the global and domestic economy in 2021
A. Prospects for the global economy in 2021
According to analysis from both domestic and abroad, the global economy is expected to grow modestly in 2021 with the introduction of the COVID-19 vaccine, provided that the COVID-19 outbreak can be effectively controlled. However, the employment situation in the service sector, which is adversely impacted, remains sluggish. In addition, trade tensions between the US and China may slow down the pace of recovery. IHS Markit forecasts global economic growth of 4.2% in 2021, driven by high growth in mainland China. The International Monetary Fund (IMF) has twice revised upwards its forecast for global growth in 2021, following fiscal stimulus measures in the US and a rebound in the economy driven by increased vaccination. Global economic growth is forecasted to reach 6.0%.
In the financial markets, the central banks of developed countries have adopted unprecedentedly loose monetary policies in 2020 in response to the financial crisis that could arise from the pandemic, leading to record high bond and stock market prices in many countries. However, this policy will eventually be withdrawn and the financial markets will panic, which will in turn affect the bond and stock markets, which remains the biggest uncertainty affecting the economic outlook.
5
B. Prospects for the domestic economy in 2021
Looking ahead to 2021, the global economy is poised to recover. Investment and consumption in Taiwan will also regain momentum, and external trade will continue to expand steadily. According to a report by the Taiwan Institute of Economic Research, Taiwan's export performance will grow significantly due to the relocation of some of production lines, owned by oversea Taiwanese businesses, back to Taiwan and the strong global demand for information technology products. In addition, as semiconductor manufacturers continue to invest in advanced manufacturing processes and benefit from restructuring of global supply chain, as well as the government's efforts to promote construction of green energy and attract foreign investment to Taiwan, all of these will help boost domestic demand performance. Overall, assuming no impact from other unexpected factors, both domestic and external demand improved in tandem.
According to the IMF Global Economic Outlook survey, Taiwan's economic growth rate is expected to reach 4.7% this year. The Directorate-General of Budget, Accounting and Statistics under the Executive Yuan has also revised upwards the economic growth rate for 2021 to 4.64%, the highest in nearly seven years.
Despite the positive prospects, some experts have warned that not only should the containment of COVID-19 not be taken lightly but also the potential that hot money might flow in for speculation in both the housing and stock markets in Taiwan. The appreciation of the Taiwan dollar is still under pressure, which will affect some industries. Both could lead to a worsening of the gap between the rich and the poor, which would be detrimental to growth of demand. Looking ahead to economy in 2020, there are still hidden worries amidst the optimism, and it is still advisable to be cautious and strive for stability.
6. Prospects for the cement industry on both sides across the Taiwan Straits
A. Mainland China:
Thanks to the establishment of a regular epidemic prevention and control mechanism, the economy of Mainland China has demonstrated strong resilience and abundant growth momentum under the impact of the pandemic of COVID-19, with the economy running steadily in a positive direction. Market demand is expected to recover fully and GDP is expected to reach over 8% for the year of 2021.
Crude oil and coal prices are expected to continue to move upwards this year, but with the relevant authorities actively taking measures to stabilize raw fuel prices, the impact of the increase in raw fuel costs on cement is expected to be limited.
The operating outlook for the cement industry in Mainland China is set out below:
-
a. During the "14th Five-Year Plan" period, national-level policies have been issued frequently and special funds have been allocated to support cement demand.
-
i. According to the "Outline of the Comprehensive Three-dimensional Transportation Network Plan", 700,000 kilometers of transportation network will be constructed, and major projects will be actively promoted and stable investment will be laid out. According to the "Key Tasks for New Type of Urbanization and Integrated Development of Urban and Rural Areas in 2021", China's urbanization rate will reach 65.5% by 2025.
-
ii. Local government special bonds of RMB3.65 trillion, together with the balance from previous years, will continue to be used for major projects to promote coordinated regional development, which will significantly boost market demand for the cement industry.
-
iii. Dedicated investment to support the integrated development of the Guangdong, Hong
6
Kong and Macau Bay Area and the Yangtze River Delta will benefit cement demand in the region.
-
b. The cement industry will enter an era of full-scale peak production, with increasingly stringent capacity replacement and continued tightening of industry supply.
-
c. Prioritize the use of green energy first to reduce carbon emissions autonomously: China's National Energy Administration requires the proportion of coal consumption to reduce to below 56% by 2021 in order to make full use of alternative primary fuels, and to make vigorous efforts in environmental protection, energy saving and emission reduction, lowcarbon development and the continuous increase in the task of collaborative disposal.
-
d. Digitalization, smart manufacturing and smart quarry are the future directions for cement industry.
-
e. Expanding advantages and extending the industrial chain: Under the normalised environmental custodianship system, resource development will place greater emphasis on ecological protection. With the restriction of river sand mining, the closure of poor mines or the forced withdrawal of production lines, sand and gravel resources will have an irreplaceable role. In the future, the leading enterprises with the advantage of resources will fully grasp the market voice.
B. Taiwan
In terms of domestic demand of construction, the government will continue its expansion policy and accelerate the promotion and implementation of various infrastructure projects and tenders in order to expand domestic demand. According to the Director-General of Budget, Accounting and Statistics under the Executive Yuan, the total budget for infrastructure projects in 2021 is NT$132.4 billion, plus a special budget of NT$104.1 billion for Phase 3 of the ForwardLooking Infrastructure Project and NT$297.5 billion for operating and non-operating special funds. All of the above eventually summed up to NT$534 billion, with an increase of $96.2 billion, or 22%, compared to FY2020.
In terms of real estate, the Ministry of the Interior announced that the number of housing units to be sold and transferred in 2020 will be 326,000, a record high for the past seven years, with an annual growth rate of 8.6% compared to 300,000 in 2019, showing that the housing market continues to recover. The number of units sold and transferred has increased for four consecutive years since 2017. In 2021, the housing market fundamentals will remain solid in terms of homeownership demand. However, the government's recent efforts to curb short-term speculation, in addition to credit controls and the passage of the Housing Land Tax 2.0, will cast a shadow of doubt on the growth of the housing market.
Overall, 2021 will be a year of uncertainty due to government regulation of the housing market, severe shortages of labor in construction and the continued impact of COVID-19. However, with the government accelerating the implementation of public projects, Taiwan's total cement demand is still expected to grow comparing to last year.
7. Business Outlook of the Company in 2021
In 2021, total domestic clinker production is expected to be 3,610 thousand MT, total cement production is expected to be 3,810 thousand MT and sales of self-produced cement and clinker are expected to be 3,871 thousand MT. In China, the production of clinker and cement is expected to reach 25,338 thousand MT and 29,008 thousand MT, with 30,539 thousand MT of self-produced cement and clinker as the sales volume.
7
8. The Company's Operating Status in the First Quarter of 2021
For the first quarter of 2021, the Company's consolidated operating income was $17,877,389 thousand, which was 36% more than $13,138,882 thousand for the same period in 2020. The consolidated net income after tax was $3,849,242 thousand, which was 240% more than $1,130,599 thousand in the same period in 2020. The net after-tax profit attributable to the owner of the Company was $3,200,039 thousand.
8
II Company Profile
2.1 Date of Incorporation: March 21, 1957.
Paid-in Capital: NT$ 33,614,471,980.
Scope of Business:
-
C901030 Cement manufacturing
-
C901040 Ready-mixed concrete manufacturing
-
B601010 Quarrying
-
C901050 Cement and ready-mixed concrete products
-
C901990 Non-metallic mineral products
-
F111090 Whole sale of building materials
-
F211010 Retail sale of building materials
-
F401010 International trade
-
IZ06010 Tally and packing
-
A201010 Afforestation business
-
H701010 Developing, leasing, and selling residential and business buildings
-
H701020 Developing, leasing, and selling industrial factories
-
H703100 Real estate rental & leasing
-
H703090 Real estate sale & purchase
-
JE01010 Rental and leasing
-
G202010 Parking-lot business
-
G801010 Warehousing
-
I103060 Business management consultation services
-
J101040 Waste treatment
In addition to permitted scope of business, the Company can broaden its business not prohibited or restricted by laws.
2.2 Company History
Responding to the Taiwan government’s second four-year economic development plan, Asia Cement Corporation (ACC) was founded on March 21, 1957 by Mr. Y.Z. Hsu and others. It built its first manufacturing plant in Hengshan Township, Hsinchu County. In 1973, in response to the government’s call to develop eastern Taiwan, the Company established its second plant in Hsincheng Township, Hualien County. Asia Cement and its “Skyscraper” brand cement have always occupied the core position in Taiwan’s cement business. For now, these two plants can produce 5 million MT of clinker annually.
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. At the beginning of the establishment of the Hualien Plant, the Company invested a lot of manpower and material resources to set up a greenhouse seedling system in the quarry to cultivate various indigenous plants and transplant them to the remnant walls of the excavation sites. The
9
greening results have outstanding performance and have been repeatedly recognized by experts. Asia Cement introduces the most advanced dust collection equipment to effectively control the dust fall, keeping it far below the national standard. The Company has won the Enterprise Environmental Protection Award for 3 years. The Hualien plant has invested in circular economy, energy saving, and carbon reduction in recent years, and has achieved remarkable results 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 March 2021, Asia Cement passed the ScienceBased Reduction Target Initiative (SBTi), becoming the fourth cement plant in the world with a well-below 2°C target. The Company joined the Global Cement and Concrete Association (GCCA), and jointly committee in Sep. 2020 to reach 2050 Carbon Neutral goal with global peer of cement and concrete industry. In addition, 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:
| Year | Major Events |
|---|---|
| Apr. 2016 | Jiangxi Yadong Cement Co. was awarded the "Energy Management System Certification". |
| 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. |
10
| Year | Major Events |
|---|---|
| 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 |
| Nov. 2017 | The Hualien Plant was awarded “2017 Excellent Company for Voluntary Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA. |
| 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. |
| 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 productionqualification 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 | 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. |
| 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. |
| May 2020 | Sichuan Yadong was awarded the "Certificate of Standardized Laboratory for Cement Production Enterprise" by the China Building Materials Federation, with agrade of "Excellent". |
| Oct. 2020 | In response to the rapid changes in the market environment, Asia Cement (China) adjusted thepersonnel changes of various senior executives. |
| Oct. 2020 | Sichuan Yadong was awarded the "All Excellence Award" for the 17th National Cement Chemical Analysis Contrast in 2020. |
| Dec. 2020 | Sichuan Yadongwas awarded the "2019 Environmental IntegrityEnterprise". |
| Jan. 2021 | Two quarries of Jiangxi Yadong were selected as the 2020 Green Mine List of the Ministryof Natural Resources. |
| Apr. 2021 | Asia Cement (China) won the 10th place in the cement clinker production capacityorganized byChina's cement website(ccement.com). |
11
| Year | Major Events |
|---|---|
| Apr. 2021 | The Company ranks among the top 6%-20% of listed companies in "7th Corporate Governance Evaluation". |
| During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company: |
-
Mergers and acquisitions.
-
To restructure affiliate companies.
-
Large volume shares transferred or changed by directors, supervisors, or major shareholders who own more than 10% shareholding.
-
Changes in the Company’s management.
-
Significant changes in business modes or business scope.
12
==> 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
Sustainability
Committee
HR Dept.
Vice Chairman
Sustainability
Implementation 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.
-13- - 13 -
----- End of picture text -----
3.1.2 Major Corporate Functions
Company Organization with Functions of Risk Management
| Department | Primary Functions |
|---|---|
| Auditing Dept. | Directly report to the Board of Directors. Major duties: 1.Fair presentation of |
| the financial reports, 2.The hiring (and dismissal), independence, and | |
| performance of CPA, 3.The effective implementation of the internal control | |
| system, 4.Compliance with relevant laws and regulations, and 5.Management | |
| of the existing or potential risks. | |
| Remuneration | Directly report to the Board of Directors. Prescribe and periodically review |
| Committee | the performance and remuneration policy for directors and managerial |
| officers. | |
| Sustainability | Directly report to the Board of Directors. In charge of the guidance of |
| Committee | promoting corporate sustainability and the supervision of implementing |
| corporate sustainability policy, systems or related management principles, and | |
| periodically reporting to Board of Directors regarding the status of | |
| progression. | |
| 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 |
| alsoresponsibleforpromoting ethical management ofthe Company. | |
| Sustainability | Responsible for 1. Comply and disclose the information of corporate |
| Implementation | sustainability. 2. Plan and implement the corporate sustainability program. |
| Committee | 3. Collect and submit the information of external assessment on corporate |
| sustainability. | |
| Credit | Execute “Regulations for Managing Client’s Credit” enacted by the Company |
| Committee | andtake charge of riskcontrolof 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 | |
| informationsecurityandits efficiency. | |
| Secretarial | Handle the affairs of general services, secretary, legal affairs, public relations, |
| Dept. | etc.Reinforcelegalsense ofemployeesto decreasetherisks ofviolatinglaw. |
| Occupational | Responsible for occupational safety and health management, formulating |
| Safety Office | policies and supervising related affairs to ensure safety of workers and reduce |
| theriskandloss 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 Sales | Plan and implement domestic marketing strategy, credit customers, and |
| Dept. | identifymarket 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 and reduce relevant risks. |
| Purchasing | Handle allpurchasing and contractissuingmatters, setting uphedging |
14
| 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. |
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 2020 and 2021 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 2020, 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.
15
3.2 Directors and Management Team
| 3.2 Directors and 3.2.1 Directors |
3.2 Directors and 3.2.1 Directors |
3.2 Directors and 3.2.1 Directors |
3.2 Directors and 3.2.1 Directors |
Manag | ement Team | ement Team | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title Name |
Elected Date |
Gender | Term (Years) |
Date First Elected |
Shareholding when Elected | Current Shareholding | Spouse & Minor Shareholding |
Experience (Education) |
Other Position | Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
||||||
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Chairman Douglas Tong Hsu |
2020. 06.23 |
M | 3 | 1975. 04.28 |
23,278,334 | 0.69% | 23,278,334 | 0.69% | 6,352,467 | 0.19% | Honorary Doctor, Chiao Tung University Master of University of Notre Dame, Master of Economics, Columbia University |
Chairman, Far Eastern New Century Corp. Chairman, Far Eastone Telecommunications Co., Ltd Chairman, Far Eastern Department Stores Ltd. |
Director Director |
Peter Hsu Johnny Shih |
Sibling relatives by marriage |
|
| -16- Director Tsai Hsiung Chang |
2020. 06.23 |
M | 3 | 1981. 04.24 |
459,350 *750,511,324 |
0.01% *22.29% |
459,350 *750,511,324 |
0.01% *22.29 % |
110,877 | 0.00% | Mechanical Technology Section, National Central Industrial College (Chongqing) |
Senior Advisor, Asia Cement (China) Holdings Corp. Director, U-Ming Marine Transport Corp. Director, Yuan Ze Uni. |
- | - | - | |
Director Johnny Shih |
2020. 06.23 |
M | 3 | 1984. 04.25 |
453,745 *750,511,324 |
0.01% *22.29% |
453,745 *750,511,324 |
0.01% *22.29 % |
7,189,993 | 0.21% | Master of Computer, Columbia University |
Vice Chairman, Far Eastern New Century Corp. Vice Chairman, Oriental Union Chemical Corp. |
Chairman Director |
Douglas Tong Hsu Peter Hsu |
relatives by marriage relatives by marriage |
|
| Director C.V. Chen |
2020. 06.23 |
M | 3 | 1987. 04.16 |
338,429 *750,511,324 |
0.01% *22.29% |
338,429 *750,511,324 |
0.01% *22.29 % |
0 | 0% | S.J.D., Harvard University |
Senior Partner, Lee and Li Attorneys-At-Law Chairman, Taipei European School |
- | - | - | |
| Director Chin- Der Ou |
2020. 06.23 |
M | 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 Kun Yen Lee |
2020. 06.23 |
M | 3 | 2005. 06.09 |
2,361,557 *1,895,136 |
0.07% *0.06% |
2,361,557 *1,895,136 |
0.07% *0.06% |
0 | 0% | Yi-Lan Elementary School |
President, Asia Cement Corp. Director, U-Ming Marine Transport Corp. |
- | - | - | |
| Director Peter Hsu |
2020. 06.23 |
M | 3 | 2002. 06.07 |
13,454,981 *6,218,800 |
0.40% *0.18% |
13,454,981 *6,218,800 |
0.40% *0.18% |
0 | 0% | Master of Operations Research, Stanford University Master of Information Science, UCLA |
Vice Chairman, Far Eastern New Century Corp. Director, Far Eastone Telecommunications Co., Ltd |
Chairman Director |
Douglas Tong Hsu Johnny Shih |
Sibling relatives by marriage |
|
| Director Chen Kun Chang |
2020. 06.23 |
M | 3 | 2011. 06.22 |
29,745 *6,218,800 |
0.00% *0.14% |
29,745 * 6,218,800 |
0.00% *0.18% |
5,358 | 0.00% | Mechanical Section, National Taipei Institute of Technology |
Vice CEO, Asia Cement (China) Holdings Corp. President, Jiangxi Yadong Cement Corp. |
- |
- | - | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Ruey Long Chen |
2020. 06.23 |
M | 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 Entrepreneur Summit |
- | - | - | |
| Director Champion Lee |
2020. 06.23 |
M | 3 | 2002. 06.07 |
0 *181,566,797 |
0% 5.39% |
0 *181,566,797 |
0% 5.39% |
0 | 0% | Master of Business Administration, Texas A&I University |
Director , Far Eastern New Century Corp. Director, U-Ming Marine Transport Corp. |
- | - | - | |
| -17- Director Kwan-Tao Li |
2020. 06.23 |
M | 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 Chi Schive |
2020. 06.23 |
M | 3 | 2014. 06.16 |
0 | 0% | 0 | 0% | 0 | 0.0% | PhD. in Economics, Case Western Reserve University Former Chairman, Taiwan Stock Exchange |
Chair Professor, Soochou University |
- | - | - | |
| Independent Director Gordon S. Chen |
2020. 06.23 |
M | 3 | 2014. 06.16 |
0 | 0% | 0 | 0% | 0 | 0% | PhD. in Business Administration, National Taiwan University Former Chairman, Financial Supervisory Commission |
Chairman , Central Investment Corp. |
- | - | - | |
| Independent Director Yun-Pen Chu |
2020. 06.23 |
M | 3 | 2020. 06.23 |
0 | 0% | 0 | 0% | 0 | 0% | PhD in Economics, University of |
Chair Professor, School of Mass Data Management, Soochow |
- | - | - | |
| Maryland | University | |||
|---|---|---|---|---|
| Councilor of the | Part-time researcher at | |||
| Executive Yuan | Central University | |||
| Chairman of the | Taiwan Economic | |||
| Insurance Stability | Development Research | |||
| Fund | Center |
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 Ta Chu Chemical Fiber Co.,Ltd: | Director RueyLongChen |
| Representative of Far Eastern Medical Foundation: | Director Champion Lee |
| Representative of U-MingCorp.: | Director Kwan-Tao Li |
Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors listed above.
Note 3: The shareholding excludes the shareholding that the trustor retains the power to decide the allocation of the trust fund. Note 4: There is no director holding shares in the name of other person.
Note 5: All Directors are Taiwanese Citizens. The chairman and CEO of the Company is not the same person, nor kinship.
The First and Most Recent Date for Institutional Investors Elected as Directors
| Title | Name of the Institutional Investors | First Date Elected | Most Recent Date Elected |
|---|---|---|---|
| Directors | Far Eastern New Century Corp | 1987.04.16 | 2020.06.23 |
| Bai-Yang Investment Holdings Corp. | 2001.05.16 | 2020.06.23 | |
| Yue Ding Industry Co., Ltd. | 2005.06.09 | 2020.06.23 | |
| Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation | 2005.06.09 | 2020.06.23 | |
| Huey Kang Investment Corp. | 2008.06.17 | 2020.06.23 | |
| Ta Chu Chemical Fiber Co., Ltd. | 2011.06.22 | 2020.06.23 | |
| Far Eastern Medical Foundation | 1987.04.16 | 2020.06.23 | |
| U-Ming Corp. | 1993.05.07 | 2020.06.23 |
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 Shareholders 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 | |
| Yuan-Ze University | 2.74 | |
| NanShan LifeInsurance Co. ,Ltd. | 2.23 | |
| DouglasTongHsu | 1.71 | |
| Fubon Life Assurance Co.,LTD | 1.57 | |
| Der ChingInvestment Corp. | 1.55 | |
| China Life Insurance Co.,Ltd. | 1.43 | |
| 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 | |
| Bai YangInvestmentCorp. | Far Eastern DepartmentStores Co.,Ltd. | 100.00 |
| Yue Ding Industry Co.,Ltd. | FuDa TransportationCo.,Ltd. | 26.95 |
| Yue-TungInvestmentCorp. | 25.36 | |
| An Ho GarmentCo.,Ltd. | 15.66 | |
| DingYuan International InvestmentCorp. | 13.20 | |
| Ton FuInvestmentCorp. | 4.61 | |
| TaChu Chemical FiberCo.,Ltd. | 3.89 | |
| Ya Li Precast Prestressed Concrete Industries Corp. |
3.89 | |
| Yuan Ding Co.,Ltd. | 2.59 | |
| Bai DingInvestmentCo.,Ltd. | 2.31 | |
| YuMingTrading Corp. | 1.53 | |
| Ta Chu Chemical Fiber Co.,Ltd. | Yuan DingInvestment Company | 41.86 |
-19-
| Name of Institutional **Shareholder ** |
Major Shareholders of the Institutional Shareholders |
% |
|---|---|---|
| Yue DingIndustryCo.,Ltd. | 38.76 | |
| Yue-Lee Investment Company | 19.38 | |
| U-MingCorp. | Far Eastern Department Stores Co.,Ltd. | 100.00 |
3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons
| Name of Juridical Person | Major Shareholders of the Juridical Person | % |
|---|---|---|
| Asia Cement Corporation | Far Eastern New CenturyCorporation | 22.29 |
| Far Eastern Medical Foundation | 5.39 | |
| China Life Insurance Co.,Ltd. | 2.09 | |
| Labor Pension Fund(the New Fund) | 1.70 | |
| Yuanta/P-shares Taiwan Dividend Plus ETF | 1.70 | |
| Labor Pension Fund Committee of Far Eastern New CenturyCorporation |
1.59 |
|
| Yuan DingInvestment Company | 1.57 | |
| Far Eastern Department Stores Co.,Ltd. | 1.48 | |
| Chunghwa Post Co.,Ltd. | 1.45 | |
| Yuan-Ze University | 1.41 | |
| 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 | |
| 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 |
-20-
| Name of Juridical Person | Major Shareholders of the Juridical Person | % |
|---|---|---|
| Nan Shan Life Insurance Co. , Ltd. |
First Commercial Bank Trustee Account For Representative of Ruen Chen Investment HoldingCo.,Ltd. |
55.56 |
| Ruen Chen Investment HoldingCo.,Ltd. | 33.99 | |
| Ruen Hua Dyeing& WeavingCo.,Ltd. | 1.34 | |
| Y. T. Du | 1.16 | |
| Ruen Tai ShingCo.,Ltd. | 0.97 | |
| Ruentex Development Co.,Ltd. | 0.23 | |
| Ruentex Industries Ltd. | 0.21 | |
| Yen Sin Corporation | 0.16 | |
| Ruentex LeasingCo.,Ltd. | 0.13 | |
| Chi-Pin Investment Company | 0.11 | |
| Fubon Life Assurance Co.,LTD | Fubon Financial HoldingCo.,Ltd. | 100.00 |
| Der Ching Investment Corp. | Asia Cement Corporation | 99.99 |
| Asia Investment Corp. | 0.01 | |
| China Life Insurance Co., Ltd. | China Development Financial HoldingCorp. | 47.30 |
| KGI Securities Co., Ltd | 8.66 | |
| Videoland Inc. | 2.42 | |
| CathayLife Insurance Co. , Ltd. | 1.27 | |
| LinglangZhan | 1.24 | |
| Song, Guang-Ming | 0.72 | |
| Investment Account of ISHARES MSCI Taiwan Index ETF, under custody of Standard Chartered Bank |
0.66 | |
| Chen,Shih-Jin | 0.63 | |
| The Norwegian Central Bank Investment Dedicated Account, under custody of CITI Bank |
0.60 | |
| Huang,Pei-Ru | 0.60 | |
| 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 | |
| Special Account for trust property of Far Eastern International Bank employee in custody of FEIB |
3.47 | |
| Kai Yuan International Investment Co.,Ltd. | 3.21 | |
| Yuan TongInvestment Co.,Ltd. | 3.20 | |
| 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 |
-21-
| Name of Juridical Person | Major Shareholders of the Juridical Person | % |
|---|---|---|
| Far Eastern Memorial Foundation | 3.42 | |
| Yuan-Ze University | 2.74 | |
| Nan Shan Life Insurance Co. , Ltd. | 2.23 | |
| Douglas TongHsu | 1.71 | |
| Fubon Life Assurance Co.,LTD | 1.57 | |
| Der ChingInvestment Corp. | 1.55 | |
| China Life Insurance Co., Ltd. | 1.43 | |
| Far EasTone Telecommunications Co., Ltd |
Yuan DingInvestment Co.,Ltd. | 32.73 |
| Shin KongLife Insurance Co.,Ltd. | 8.28 | |
| CathayLife Insurance Co.,Ltd. | 7.13 | |
| NTT DOCOMO Inc. | 4.71 | |
| Yuan TongInvestment Co.,Ltd. | 3.08 | |
| ChungHwa Post Co.,Ltd. | 2.67 | |
| Nan Shan Life Insurance Co.,Ltd. | 1.45 | |
| An Ho Garment Co.,Ltd. | 1.25 | |
| Fubon Life Insurance Co.,Ltd. | 1.24 | |
| Taiwan Life Insurance Co,Ltd. | 1.12 | |
| Far Eastern Department Stores Co.,Ltd. |
Far Eastern New CenturyCorporation | 17.06 |
| Yuan DingInvestment Co.,Ltd. | 9.87 | |
| Asia Cement Corporation | 5.65 | |
| Yuan TongInvestment Co.,Ltd. | 5.48 | |
| Chia Yuan Investment Company | 5.31 | |
| Yuan-Ze University | 4.75 | |
| PJ Asset Management Co.,Ltd. | 4.52 | |
| The committee of Employee Pension Fund of Far Eastern DepartmentStores Co.,Ltd. |
2.11 | |
| Yu Yuan Investment Co.,Ltd. | 2.06 | |
| Tranquil Enterprise Ltd. | 2.03 | |
| U-Ming Marine Transport Corp. | Asia Cement Corporation | 39.25 |
| CathayLife Insurance Co.,Ltd. | 3.88 | |
| Public Service Pension Fund Management Board |
1.10 | |
| Yuan DingInvestment Co.,Ltd. | 1.05 | |
| Yu Yuan Investment Co.,Ltd. | 0.94 | |
| Asia Investment Co.,Ltd. | 0.92 | |
| Allianz Global Investors Taiwan Fund Dedicated Account, under custody of Mega InternationalCommercial Bank |
0.92 | |
| Ya Li Transportation Corporation | 0.75 | |
| JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Emerging Markets Stock Index Fund Investor Shares |
0.71 |
-22-
| Name of Juridical Person | Major Shareholders of the Juridical Person | % |
|---|---|---|
| JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total Stock Index Fund, aSeries ofVanguard Star Funds |
0.71 |
|
| 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 | |
| Fubon Life Insurance Co.,Ltd. | 3.14 | |
| DingYuan International Investment Co.,Ltd. | 3.09 | |
| Ton Fu Investment Corp. | 1.55 | |
| Citibank Taiwan in its Capacity as Master Custodian for Investment Account of the Central Bank ofNorway |
1.44 | |
| Yuan Ding Investment Company | Far Eastern New CenturyCorporation | 99.40 |
| Ta Chu Chemical Fiber Co.,Ltd. | 0.30 | |
| An Ho Garment 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. | 1.21 | |
| 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. | 99.94 |
| Asia InvestmentCorp. | 0.03 | |
| Yue-Tung Investment Corp. | U-MingMarine Transport Corp. | 73.54 |
| U-Ming Marine Transport (Singapore) Private Ltd. |
26.46 | |
| An Ho Garment Co.,Ltd. | Far Eastern New CenturyCorporation | 100.0 |
| Ding Yuan International InvestmentCorp. |
Far Eastern New Century Corporation | 100.0 |
| Ton Fu Investment Corp. | Oriental Union Chemical Corp. | 100.0 |
| Ta Chu Chemical Fiber Co., Ltd. | Yuan DingInvestment Company | 41.86 |
| Yue DingIndustryCo.,Ltd. | 38.76 | |
| Yue-Lee Investment Company | 19.38 | |
| Ya Li Precast Prestressed | Asia Cement Corporation | 83.92 |
-23-
| Name of Juridical Person | Major Shareholders of the Juridical Person | % |
|---|---|---|
| Concrete Industries Corp. | Far-Eastern Construction EngineeringCo.,Ltd. | 16.03 |
| Yuan Ding Co.,Ltd. | Far Eastern New CenturyCorporation | 37.13 |
| Asia Cement Corporation | 35.50 | |
| Der ChingInvestment Corp. | 14.50 | |
| Yuan DingInvestment Company | 12.86 | |
| Yu MingTradingCorp. | 0.002 | |
| Far Eastern Department Stores Co.,Ltd. | 0.001 | |
| Bai Ding Investment Corp. | Far Eastern Department Stores Co.,Ltd. | 66.66 |
| Bai YangInvestment Corp. | 33.34 | |
| Yu 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 | |
| Yue Ding Industry Co.,Ltd. | FuDa TransportationCo.,Ltd. | 26.95 |
| Yue-TungInvestmentCorp. | 25.36 | |
| An Ho GarmentCo.,Ltd. | 15.66 | |
| DingYuan International InvestmentCorp. | 13.20 | |
| Ton FuInvestmentCorp. | 4.61 | |
| TaChu Chemical FiberCo.,Ltd. | 3.89 | |
| Ya Li Precast Prestressed Concrete Industries Corp. |
3.89 | |
| Yuan Ding Co.,Ltd. | 2.59 | |
| Bai DingInvestmentCo.,Ltd. | 2.31 | |
| YuMingTrading Corp. | 1.53 | |
| Yue-Lee Investment Company | U-MingMarine Transport Corp. | 68.18 |
| U-Ming Marine Transport (Singapore) Private Ltd. |
31.82 |
-24-
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 |
ˇ |
ˇ |
0 | ||||||||
| Tsai Hsiung Chang |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | ||||||
Johnny Shih |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | |||||||||
| C.V. Chen | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
1 | ||
| Kun Yen Lee | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | ||||||
| Peter Hsu | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | |||||||||
| Chen Kun Chang |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | ||||||
Ruey Long Chen |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
2 | ||
| Champion Lee |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
0 | |||||||
| Chin-Der Ou | ˇ |
ˇ |
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 |
ˇ |
0 | |||||
| Chi Schive | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
3 | |
| Gordon S. Chen |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
2 | |
| Yun-Pen Chu | ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
ˇ |
3 |
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.
-
Not an employee of the company or any of its affiliates.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
Not been a person of any conditions defined in Article 30 of the Company Law.
-
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
-
The Company elected 3 independent directors, Chi Schive, Gordon S. Chen and Yun-Pen Chu on the Shareholders’ Meeting on June 23, 2020.
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 | 0.0701 | 0 | 0 | Chairman of Ya Tung Ready-Mixed Concrete Co., LTD |
Director, U-Ming Marine Transport Corp. |
| 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 |
| Vice President &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 |
| Assistant Vice President |
H.Y. Kao | Female | 2013.10.16 | 832 | 0.0000 | 467 | 0.0000 | 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 | 0.0003 | 0 | 0 | Master degree in Business Administration,, Soochow University |
Supervisor, Ya Li Transportation Corp. |
| Title | Name | Gender | Effective Date |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Experience(Education) | Other Title |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | ||||||
| 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. |
| Assistant Vice President of Secretarial Dept. |
C.Y. Wang | Male | 2021.01.01 | 0 | 0 | 0 | 0 | PhD, University of Frankfurt, Germany |
-- |
| 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 |
- |
* Y.F. Chang retired on Oct. 21, 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 |
15,579 |
21,322 | 0 | 0 | 159,704 | 163,020 | 1,014 | 2,266 | 1.198% | 1.268% | 7,163 | 10,705 | 216 | 216 | 5,099 | 5,099 | 1.283% | 1.377% | 204,223 |
| 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. (Retired) Representative: Connie Hsu (Retired) |
|||||||||||||||||||
| Far Eastern Medical Foundation |
==> picture [46 x 462] intentionally omitted <==
----- Start of picture text -----
- 30 - -30-
----- End of picture text -----
| Director | Representative: Champion Lee |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Bai-Yang Investment Holdings Corp Representative: Chin-Der Ou |
|||||||||||||||||||
| Director | U-Ming Corp Representative: Kwan-Tao Li |
|||||||||||||||||||
| Independe nt Director |
Chi Schive Gordon S. Chen Yun-Pen Chu |
0 |
0 | 0 | 0 | 6,400 | 6,400 | 304 | 304 | 0.046% | 0.046% | 0 | 0 | 0 | 0 | 0 | 0 | 0.046% | 0.046% | 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$ 50,300, and the annual remuneration of driver is about NT$ 700,000.
*Within recent two fiscal years, all ACC directors’ remuneration accounted for 1.490% and 1.329% of ACC net income. Total directors’ remuneration paid by all companies listed in consolidated operational report accounted for 1.572% and 1.423% of net income received from those companies.
* Connie Hsu resigned as a director due to her death; Results of the re-election of independent directors: Huang Ta-chou retired, and Yun-Pen Chu was newly appointed.
| appointed. | ||||
|---|---|---|---|---|
| Classification of Remuneration Paid to ACC 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, Ta-Chou Huang, Yun-Pen Chu |
C.V. Chen, Chen Kun Chang, Ruey Long Chen, Champion Lee, Chin-Der Ou, Kwan-Tao Li, Ta-Chou Huang, Yun-Pen Chu |
C.V. Chen, Chen Kun Chang, Ruey Long Chen, Champion Lee, Chin-Der Ou, Kwan-Tao Li, Ta-Chou Huang, Yun-Pen Chu |
C.V. Chen, Ruey Long Chen, Chin-Der Ou, Ta-Chou Huang, Yun-Pen Chu |
NT$2,000,000~NT$3,500,000 |
Chi Schive, Gordon S. Chen | Chi Schive, Gordon S. Chen | Chi Schive, Gordon S. Chen | Chi Schive, Gordon S. Chen |
NT$3,500,000~NT$5,000,000 |
- | - | - | Chen Kun Chang, Champion Lee |
|---|---|---|---|---|
NT$5,000,000~NT$10,000,000 |
Bai-Yang Investment 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 |
Bai-Yang Investment 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 |
Bai-Yang Investment 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 |
Kwan-Tao Li, Bai-Yang Investment 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 |
Tsai Hsiung Chang, Johnny Shih,Kun Yen Lee,Peter Hsu, |
Kun Yen Lee, Tsai Hsiung Chang,Peter Hsu, |
Peter Hsu, | - |
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., Tsai Hsiung Chang, Johnny Shih,Kun Yen Lee |
Far Eastern New Century Corp., Tsai Hsiung Chang, Kun Yen Lee |
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 | 24 | 24 | 24 | 24 |
-
The link between performance evaluation and remuneration of directors and managers:
-
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 of the Remuneration Committee is in the same standards of affiliated companies, while the attendance fee of independent directors serving as the convener has increased.
-
c. Attendance fee paid to independent directors serving as members of the Audit Cmmittee is in the same standards of affiliated companies, while the attendance fee of independent directors serving as the convener has increased.
-
d. 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.
-
e. Performance evaluation and remuneration are reviewed by the Remuneration Committee and the Board of Directors, and are reviewed based on actual operating conditions, future industry risks and relevant laws and regulations.
-
C. the link between manager performance evaluation and remuneration:
-
a. The monthly salary of the Company’s managers is fixed according to the system, and the rest of the bonuses are awarded according to the purpose of the bonus, such as energy-saving standards, clinker production bonus and attendance bonus. The overall salary level is based on the salary surveys of the cement industry and external professional consulting companies.
-
b. Article 25 of the AOI stipulates that if a profit is made in the year, 0.1% to 4% shall be set aside for employee compensation. Managers’ performance appraisal will affect their annual employee remuneration.
-
c. For managers who are also responsible for ACC (China) affairs, due to increased responsibilities, their annual remuneration may exceed that of equivalent or higher-level managers.
-
d. Although the cement industry is a traditional industry, future risk control is part of the manager’s annual performance evaluation
-
e. The distribution of bonuses also discourages managers from surpassing company risks in pursuit of remuneration.
* The succession planning of the Company's Board of Directors and important managers
Member of the Board of Directors:
-
In 2017, the Shareholders' meeting amended the "Director Election Rules" which stipulates the director diversity policy in article 3.
-
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.
-
14 directors of the Company's 27th 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.
-
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:
-
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. Due to the effectiveness of the training, this training plan model has been copied to all subsidiaries of ACC (China).
-
Remuneration of President and Vice Presidents
Unit: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
Unit: NT$1000 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary(A) | Pensions(B) | Reward and Allowance etc. (C) |
Employees bonus from Distributable Earnings (D) |
Total Amount (A+B+C+D)/Net Income |
Other remuneration from investment business except subsidiary |
|||||
| ACC | All companies* |
ACC | All companies* |
ACC |
All companies* |
ACC | All *companies ** |
ACC | All companies* |
|||
Cash Bonus |
Cash Bonus |
|||||||||||
| President | Kun Yen Lee | 19,028 |
19,707 | 735 | 735 | 2,334 | 2,334 | 17,561 | 17,561 | 0.270% | 0.274% |
973 |
| Chief Executive Vice President | Y.F. Chang | |||||||||||
| ExecutiveVice President | DorisWu | |||||||||||
| Vice President | C.M.Chen | |||||||||||
| Vice President | W.K.Chou | |||||||||||
| VicePresident | T.L.Yu | |||||||||||
| Vice President & 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 who retired on Oct. 21, 2020, is assigned one vehicle. The monthly rental is NT$33,300. -
*Within recent two fiscal years, total remuneration of the President and Vice Presidents accounted for 0.249% and 0.270% of ACC net income. Total amount of President and Vice Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.258% and 0.274% of net income received from those companies.
| Classification of Remuneration Paid to ACC President and Vice Presidents |
Name of President and Vice Presidents | Name of President and Vice Presidents |
|---|---|---|
| ACC | All companies listed in Consolidated Operational Report | |
NT$2,000,000~NT$3,500,000 |
- | - |
NT$3,500,000~NT$5,000,000 |
Y.F. Chang, W.K. Chou | - |
|---|---|---|
NT$5,000,000~NT$10,000,000 |
Kun Yen Lee, Doris Wu, C.M. Chen, 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.
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 | 25,064 | 25,064 | 0.1703% |
| 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 2021 managers’ remunerations have been approved by the BOD and will be reported to 2021 Shareholders’ Meeting.
3.3 Implementation of Corporate Governance
3.3.1 Board of Directors
There are 7 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 | 7 | 0 |
100% | Reappointment Jun.23, 2020 |
|
| Director | Representatives of Far Eastern New Century Corp. |
Tsai Hsiung Chang |
7 | 0 | 100% | Reappointment Jun.23, 2020 |
Johnny Shih |
7 | 1 | 86% | Reappointment Jun.23, 2020 |
||
| C.V. Chen | 7 | 1 | 86% | Reappointment Jun.23, 2020 |
||
| Director | Representative of Yue Ding Industry Co., Ltd. |
Kun Yen Lee | 7 | 0 | 100% | Reappointment Jun.23, 2020 |
| Director | Representatives of Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation |
Peter Hsu | 7 | 0 | 100% | Reappointment Jun.23, 2020 |
| Chen Kun Chang |
7 | 0 | 100% | Reappointment Jun.23, 2020 |
||
| Director | Representative of Ta Chu Chemical Fiber Co.,Ltd |
Ruey Long Chen |
7 | 2 | 71% | Reappointment Jun.23, 2020 |
| Director | Far Eastern Medical Foundation |
Champion Lee | 7 | 0 | 100% | Reappointment Jun.23, 2020 |
| Director | Bai-Yang Investment Holdings Corp. |
Chin-Der Ou | 7 | 0 | 100% | Reappointment Jun.23, 2020 |
| Director | U-Ming Corp. |
Kwan-Tao Li | 7 | 0 | 100% | Reappointment Jun.23, 2020 |
| Independent Director |
Ta-Chou Huang | 2 | 2 | 100% | Retired | |
| Chi Schive | 7 | 7 | 100% | Reappointment Jun.23, 2020 |
||
| Gordon S. Chen | 7 | 7 | 100% | Reappointment Jun.23, 2020 |
||
| Yun-Pen Chu | 5 | 5 | 100% | Appointment Jun.23, 2020 |
- 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
-35-
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 2020.01.01~2021.05.13.
-
The implementation of the Board evaluation:
| Evaluation frequency andperiod |
Evaluation scope |
Evaluation content: | Result 1~5 |
|---|---|---|---|
| Every year 2020.01.01~ 2020.12.13 |
Board of Directors |
Participation level, decision-making quality, composition and structure, director selection and continuing education, internal control and other items. |
4.8 |
| Every year 2020.01.01~ 2020.12.13 |
Directors | Company goals and tasks, awareness of directors’ responsibilities, degree of participation, internal relationship management and communication, directors’ professional and continuing education, internal control and other projects. |
4.87 |
| Every year 2020.01.01~ 2020.12.13 |
Remuneration Committee |
Participation, recognition of responsibilities, improvement of decision-making quality, composition and selection of members, internal control and other items. |
4.92 |
| Every year 2020.01.01~ 2020.12.13 |
Audit committee |
Participation, recognition of responsibilities, improvement of decision-making quality, composition and selection of members, internal control and other items. |
4.86 |
4. 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. In order to strengthen the functions of the Board of Directors and enable the Board of Directors to make objective and independent judgments on the company's finances and business, the Company established the Audit Committee on June 27, 2017.
-
B. The Board enacted “the Procedures for Evaluating the Board of Directors’ Performance” on May 13, 2015 and disclosed on the Company’s website. The Procedures has been revised on March 25, 2021.
-
C. The annual performance evaluation of the board of directors, directors and functional committees is disclosed on the board of directors and the company's website.
-
D. In the past years, the score of evaluation has remained on high level, which is due to the fact
-36-
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. Since 2007, the Company's website has disclosed important resolutions of the BOD, annual reports, AGM meeting handbooks and meeting records in order to enhance the transparency of the Company's information and protect the rights and interests of shareholders.
-
F. In order to strengthen corporate governance, the Company has insured directors, supervisors and important staff liability insurance since 2018.
-
G. The Corporate Governance Officer and Secretarial Department faithfully plays the role of reminding directors to follow regulations and is respected by the directors.
3.3.3 Annual priorities of Audit committee
The Audit Committee is designed to assist the Board in fulfilling its quality and integrity in overseeing the Company's accounting, auditing, financial reporting processes and financial controls.
The annual priorities reviewed by the Audit Committee mainly include: financial statements; audit and accounting policies and procedures; internal control systems and related policies and procedures; significant assets or derivatives transactions; major loans, endorsements or guarantees; raising or issuing securities; derivative products and cash investments; compliance; potential conflicts of interest for managers and directors; complaint report; fraud prevention and fraud investigation report; information security; company risk management; CPA independence and performance evaluation; appointment, dismissal or remuneration of CPA; appointment and dismissal of financial, accounting or internal audit managers; and other major matters prescribed by laws and regulations.
According to the laws, members of the Audit Committee shall be composed of all independent directors. The members of the Audit Committee of the Company has complied with the abovementioned 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, 2020 to May 13, 2021. Independent directors’ attendance condition was as follows:
| Title | Name | Attendance in Person |
By Proxy |
Attendance Rate |
Notes |
|---|---|---|---|---|---|
| Ex-Convener | Ta-Chou Huang | 2 | 0 | 100% | - |
| Convener | Yun-Pen Chu | 4 | 0 | 100% | - |
| Member | Chi Schive | 6 | 0 | 100% | - |
| Member | Gordon S. Chen | 6 | 0 | 100% | - |
-37-
Other mentionable items:
1. Items listed in Article 14-5 of the Securities Exchange Act:
| 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 |
| 2020/03/25 | Audit reportof 2019 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 directors the approved without objection. |
| The company reiterates its ability to prepare its own financial reports |
V | ||
| Acquisition and disposal of real estate, equipment or right-of-useassets |
V | ||
| Reportofendorsements / guarantees with affiliates | V | ||
| Acquisition and disposalofsecurities. | |||
| In order to raise working capital, the Company appliedforcredit from financial institutions. |
V | ||
| 2019 consolidated financial report and individual financial report |
V | ||
| 2019 dividend distribution | V | ||
| Appointment of accountants auditing the financial statements for 2019 |
V | ||
| Approval to 2019 "Internal Control System Statement" |
V | ||
| Toamendthe2019auditplan | 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 strengthen thefinancialstructure. |
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 AsiaCementCorporation” |
V | ||
| 2020/05/11 | Audit reportof 2020 Q1 | V | |
| Consolidatedfinancial reportof 2020 Q1 | |||
| Acquisition and disposal of real estate, equipment or right-of-useassets |
V | ||
| Reportofendorsements / guarantees with affiliates | V | ||
| In order to raise working capital, the Company appliedforcredit from financial institutions. |
V | ||
| The implementation report of the Company's first unsecured corporate bondin 2020 |
V |
-38-
| Report the company's2019annualbusinessreport | V | ||
|---|---|---|---|
| 2020/08/10 | Audit reportof 2020 Q2 | V | |
| Consolidatedfinancial reportof 202020H1 | V | ||
| The implementation report of the Company's second unsecured corporate bondin 2020 |
V | ||
| Progress Report of Chiahui Power Corporation Phase II Expansion Project |
V | ||
| Acquisition and disposal of real estate, equipment or right-of-useassets |
V | ||
| Reportofendorsements / guarantees with affiliates | V | ||
| In order to raise working capital, the Company appliedforcredit from financial institutions. |
V | ||
| 2020/11/10 | Audit reportof 2020Q3 | V | |
| Consolidatedfinancial reportof 2020 Q3 | V | ||
| Implementationof IntegrityManagement in 2020 | V | ||
| Acquisition and disposal of real estate, equipment or right-of-useassets |
V | ||
| Reportofendorsements / guarantees with affiliates | V | ||
| Acquisition and disposalofsecurities. | V | ||
| The implementation report of the Company's third unsecured corporate bondin 2020 |
V | ||
| Toamendthe2020auditplan | V | ||
| To amend the Company's "Corporate Governance Code", "Board Meeting Rules of Procedure" and "RemunerationCommittee Organization Rules" |
V | ||
| Renewal of liability insurance for directors, supervisors and important employees of the company andits subsidiaries |
V | ||
| Donated to Y.Z. Hsu Memorial Foundation for the construction of "International Conference Center" |
V | ||
| Enact the company's risk management policy and report on its implementation in 2020 |
V | ||
| 2021/03/19 | Audit reportof 2020 Q4. | V | |
| Acquisition and disposal of real estate, equipment or right-of-useassets |
V | ||
| Reportofendorsements / guarantees with affiliates | V | ||
| Acquisition and disposalofsecurities. | V | ||
| In order to raise working capital, the Company appliedforcredit from financial institutions. |
V | ||
| 2020 consolidated financial report and individual financial report |
V | ||
| 2020 dividend distribution | V | ||
| Approval to 2020 "Internal Control System Statement" |
V | ||
| Appointment of accountants auditing the financial statementsfor 2021 |
V | ||
| Termination of overseas depositary receipts (GDR) issued on theLondonStock Exchange |
V | ||
| Proposedtoissuemedium andlong-termunsecured | V |
-39-
| 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 thefinancialstructure. |
|||
|---|---|---|---|
| 2021/05/10 | Communication meeting between independent directorsandinternal audit and CPA |
V | |
| Audit reportof 2021Q1 | |||
| Consolidatedfinancial reportof 2021Q1 | |||
| Board of Directors and Functional Committee PerformanceEvaluationof 2020 |
|||
| Acquisition and disposal of real estate, equipment or right-of-useassets |
|||
| Reportofendorsements / guarantees with affiliates | |||
| Acquisition and disposalofsecurities. | |||
| In order to raise working capital, the Company appliedforcredit from financial institutions. |
|||
| Toamendthe2021 auditplan | |||
| Report the company's2020annualbusinessreport | |||
| Set the base date for issuance of new shares for the Company’s third overseas unsecured conversion bonds. |
|||
| Set up the company's "Corporate Sustainability Committee" and "Risk Management Committee", and amend the company's "Corporate Sustainability Policy". |
There are no other matters that did not pass the audit committee and agreed by more than twothirds of all directors.
-
If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified: None.
-
Communications with internal audit manager and CPA:
-
(1) Internal audit manager reports the plans and execution of audit works to Independent Directors every quarter and implement the instructions and follow-up of each independent director.
-
(2) CPA and accounting manager report financial and operation business to Independent Directors every quarter
| Meeting date | Items discussed with internal auditor | Items discussed withCPA |
|---|---|---|
| 2020/03/23 | 1. Audit report of 2019 Q4. 2. Approval to 2019 "Internal Control System Statement" 3. Amend the "Internal Control System" and "Its Implementation Rules". |
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). |
| 2020/05/11 | Audit reportof 2020 Q1. | 1. Declarationof independence. |
-40-
| Meeting date | Items discussed with internal auditor | Items discussed withCPA |
|---|---|---|
| 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. |
||
| 2020/08/10 | Audit report of 2020 Q2. | 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. |
| 2020/11/10 | 1. Audit report of 2020 Q3. 2. To approve 2021 audit plan |
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 financial statement review plan. 7. Regulations updates |
| 2021/03/19 | 1. Audit report of 2020 Q4. 2. To issue Internal Control System statement. |
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. Key review items. 6. Suggestions and communication matters. |
| 2021/05/10 | 1. Communication meeting between independent directors and internal audit. 2. Audit report of 2021 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. Other communication 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.
-
Key issue for Communication meeting between independent directors and internal audit on May 10 , 2021:
-
Audit opion for Asia Cement (China) investment in US dollar bills.
-
Follow up and suggestions to internal control deficiencies and abnormal events.
-41-
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 and revised on Nov 11, 2020. The information has been disclosed on MOPS and the Company’s website. |
None |
|
| 2. Shareholding structure & shareholders’ rights (1) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? |
V V |
The Company has appointed spokesman or his deputy as well as stock agency, Oriental Security Corporation, to handle these issues. If involved in litigation matters, the spokesman will handle that with the Secretarial Department, and legal staff. If significant event happens, legal consultants, Lee and Li, and accounting consultants, Deloitte & Touche, will help deal with the matter. This complies with our internal operating procedures. The Company keeps tracking the list of shareholders and follows the Article 3 of Market Information Post Regulation Reporting by Listed Companies to post related information before 31th July. |
None None |
-42-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (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 |
-43-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” andReasons |
|---|---|---|---|---|
| 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 | On November 12, 2020, the board of directors of the Company revised the "Corporate Governance Code” and formulated a diversification policy in Chapter 3 "Strengthening the Functions of the Board". In addition, in 2017, the shareholders' meeting passed an amendment to the "Director Election Rules", which specified the diversification policy for the composition of the board of directors in Article 3. 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 to ensure the diversity and independence of directors. In the members of the 27thBoard of Directors, there are members who have abilities of leadership, operation analysis, management, crisis management, industry knowledge and international view,such as Douglas TongHsu, |
None |
-44-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
V | Tsai Hsiung Chang, Johnny Shih, Peter Hsu, Kun Yen Lee, and Chen Kun Chang. 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, Chi Schive, and Gordon S. Chen, they are expert in administrative management and financial matters. Yun-pen Chu, an independent director elected on June 23, 2020, is a well-known economist. He was the chairman of the Insurance Stability Fund, Councilor of the Executive Yuan, the director of the Taiwan Economic Development Research Center of National Central University, a member of the Fair Trade Committee, and Director of Institute of Social Sciences, Academia Sinica etc. In summary, the present members of the Board do have diversity. (Note 1) 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: Sustainability Committee: Directlyreport to the Board of Directors. In |
None |
-45-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company establish a standard to measure the performance of the Board, and implement it annually? |
V | charge of the guidance of promoting corporate sustainability and the supervision of implementing corporate sustainability policy, systems, or related management principles, and periodically reporting to Board of Director. Sustainability Implementation Committee: Responsible for 1. Comply and disclose the information of corporate sustainability. 2. Plan and implement the corporate sustainability program. 3. Collect and submit the information of external assessment on corporate sustainability. 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. 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 securityand its efficiency. |
None |
-46-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (4) Does the company regularly assess the independence of accountants? |
The company enacted “Procedures for Evaluating the Board’s Performance” on May 13, 2015 and revised on Mar. 25, 2021. The functional committee performance evaluation method was also passed on March 25, 2021. The evaluation conducts annually. The performance evaluation results of the board of directors, audit committee and remuneration committee in 2020 are "exceeding standards", which is sufficient to show the company's results in strengthening the effectiveness of the board of directors. The evaluation results are reported to the Board of Directors and remuneration committee for reference in payment of remuneration and nomination for renewal. Beginning in 2021, the performance evaluation of the Board of Directors will be conducted by external experts every three years. The relevant board performance evaluation methods and evaluation procedures are disclosed on the company's website. 1. The Company appointed Xin Wei Tai and Yu Wei Fan of Deloitte & Touche to audit 2020 |
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 | ||
| 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 23, 2018 and Marh 25, 2020 by the Audit Committee and Board of Directors. 2. In 2021, due to internal function adjustments in Deloitte & Touche-Taiwan, it adjusted the Company’s CPA to You Wei Fan and Peide Chen. The independent assessment and qualifications of the CPA have been submitted to the Audit Committee on March 19, 2021 and the Board of Directors on March 25, 2021. 3. The Audit Committee and the Board of Directors meeting will regularly in March each year to assess the independence of CPAs. |
||||
| 4. Does the company establish specialized units or dedicated members and personnel responsible for corporate governance affairs, as well as carrying out key actions and reporting statuses (e.g. : including but not limited to provide the information that board directors and supervisors request to perform their duties, ensuring the general affairs of board meetings and shareholders’ meetings are held in accordance with regulations, applying and changing of company registration, and taking meeting minutes for board meetings and shareholders’ meetings.) |
V |
1. On May 10, 2019, the Board of Directors appoints Vice President, Wei Kun Chou of the Secretarial Dept. as the Corporate Governance Officer. The secretarial Dept. serves as the secretary of the board of directors to promote corporate governance. Each member of the Secretarial Dept. has more than 20 years' working experience in the management of legal affairs and board affairs. 2. The main responsibilities are as follows: Convene internal corporate governance regulations seminars twice a year. Develop company and organizational |
None |
-48-
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 according to 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 companyappoint aprofessional | V | The Companydesignates stock agency, Oriental | 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 | ||
| shareholder service agency to deal with shareholder affairs? |
Security Corporation, to deal with shareholder affairs. |
|||
| 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, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? |
V | (1) Status of employee rights and employee wellness: Please refer to the “Section 5.5 Labor Relation” of this Annual Report. (2) Investor Relations: For the efficient communication between investors and the Company, in addition to the spokesman or his deputy, the Company specifies its Finance Department to serve as investor relation contact. Moreover, the Company will attend or hold investor conference if necessary. In order to ensure the information symmetry of disclosure, the Company willpostrelevantinformationand |
None |
-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 | ||
| 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 training for directors: Please refer to section 3.3.8 for detail. (6) Risk managements and assessments: Based on the principles of “protecting assets, promote interests, reducing damages and ensuring sustainable development" of the Company, the Company forms its company organization with functions of risk management. Please refer to section 3.1.2 for detail. Besides of routine business goals, eachdepartment ofthe Company would |
-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 | ||
| 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. |
||||
| 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 scored 91.7 andranked 6%~20% in “the 2020 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 |
None |
-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 | ||
| training issues. |
Note 1: Board members diversity
The 27th Board members of the Company have rich knowledge of business management, leadership, decision-making and related industries, including legal, financial, economic, sales, etc. The Company will continue to evaluate the diversity of directors and continue to implement the diversity policy. Future objectives include the increase of female directors or independent directors. The diversity policy will be carefully assessed in the next director re-election.
| Director name |
gender | age | Employee | Term of office of independe nt director |
The overall ability of the Board | The overall ability of the Board | The overall ability of the Board | The overall ability of the Board | The overall ability of the Board | The overall ability of the Board | The overall ability of the Board | The overall ability of the Board |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Business judgment |
Management | Finance & accounting |
Economy | Risk management |
Industry knowledge |
International market knowledge |
Leadership | |||||
| Douglas Tong Hsu |
M | > 70 | V | V | V | V | V | V | V | V | ||
| Tsai Hsiung Chang |
M | > 70 | V | V | V | * | V | V | V | V | V | |
Johnny Shih |
M | > 70 | V | V | V | V | V | V | V | V | ||
| C.V Chen |
M | > 70 | V | V | * | V | V | V | V | V | ||
| Chin- Der Ou |
M | > 70 | V | V | * | V | V | V | V | V | ||
| Kun Yen Lee |
M |
> 70 | V | V | V | * | V | V | V | V | V | |
| Peter Hsu |
M | > 70 | V | V | V | * | V | V | V | V | V | |
| Chen Kun Chang |
M | > 70 | V | V | V | * | V | V | V | V | V |
-53-
| Ruey Long Chen |
M | > 70 | V | V | V | V | V | V | V | V | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Champi on Lee |
M | > 70 | V | V | V | V | V | V | V | V | ||
| Kwan- Tao Li |
M | > 70 | V | V | * | V | V | V | V | V | ||
| Chi Schive |
M | > 70 | 6-9 | V | V | V | V | V | V | V | V | |
| Gordon S. Chen |
M | 60~69 | 6-9 | V | V | V | V | V | V | V | V | |
| Yun-Pen Chu |
M |
60~69 | < 3 | V | V | V | V | V | V | V | V |
- Indicates partial capability.
The 27th directors of the Company are all Taiwanese nationality. For the principal experience of directors and his current position, please refer to the Director's Information in section 3.2.1.
The ratio of directors served as employee in the Company is 29%, and the ratio of independent directors is 21%.
-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 |
Yun-Pen Chu |
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.
-
Not an employee of the company or any of its affiliates.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Not been a person of any conditions defined in Article 30 of the Company Law.
-
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 Aug. 11, 2020 to June 22, 2023. 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 | Yun-Pen Chu | 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 2020/11/10 2019 directors', president’s, and vice presidents' remuneration, and the situation of the cement industry V All members present at the meeting agreed ~~t~~o pass the items without objection. 2021/03/19 President and vice president's 2020 performance evaluation V 2020 directors' and employees’ remuneration V President and vice president's 2020 performance evaluation items 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 2020 shareholders' meeting 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". On June 23, 2020, the Company announced its willingness to consult with tribal people on relevant issues in accordance with Article 21 of the Indigenous PeoplesBasicLaw. |
None | |
| 2. The company establishes exclusively (or concurrently) dedicated units to be in charge of proposing and enforcing the corporate social responsibility policies. |
V | Sustainability Committee established on Nov. 11, 2014 and is responsible for investigating and identifying CSR issues and was operated by the Secretarial Department and belonged to the CEO. On May 13, 2021, the Board of Directors approved the upgrade of the Sustainability Committee to the Board of Directors. At the same time, the revised "Corporate Sustainability Policy" will be reported to the 2021 regular shareholders meeting. The Corporate Sustainability Committee will set up a Corporate Sustainability ImplementationCommitteeto beresponsiblefor theactual implementationof |
None |
-58-
| the work, and regularly report the implementation results to the board of directors in Mayand November eachyear. |
||||
|---|---|---|---|---|
| 3.Fostering a Sustainable Environment (1)The company establishes proper environmental management systems based on the characteristics of their industries. |
V | In November 1996, the Hualien plant of the Company became one of the first organizations in Taiwan to receive ISO-14001 certification. This management system was completed by the Hualien plant personnel itself based on the Plant’s good practice on environmental protection, and this has turned the Plant into a role model of Eco-friendlycement manufacturer. |
None | |
| (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 CSR Committee, which originally belonged to the general manager, was approved by the board of directors on May 13, 2021, and was upgraded to Sustainability Committee and be subordinate to the board of directors. At the same time, the revised "Corporate Sustainability Policy" proposal will also be submitted to the shareholders' meeting. After the reorganization, the Corporate Sustainability Committee will set up the Sustainability Implementation Committee to replace the original executive unit secretariat, responsible for implementing corporate sustainability related matters, and still regularly report to the company’s corporate society at the board of directors held in May and November each year. The effectiveness and review of the implementation of the responsibility policy. 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. Pleaserefer to ourCSR report for moreinformation. |
None |
-59-
| (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 fully complies with all national regulations and international labor human rights norms, including international labor conventions, the UN Universal Declaration of Human Rights and other norms. The Company also formulates policies that are in line with business ethics, environmental, social issues, human rights and other public policy. Implements status is disclosed in annual reports, CSR report, or the Company’s website. 1. The Company fully complies with Labor Standards Law and other regulations, emphasizes the balance between working, family and leisure life, and prohibits child labor and all other forms of forced labor and discrimination. 2. In order to establish a gender equality workplace, the Company provides childcare leave, family care leave, physiology leave, maternity leave, paternity leave, and breastfeeding room. 3. Every year, the Company arranges employee health examinations, holds health seminars, and promotes the employee assistance program (EAP). For details, please refer to the 5.5 Labor Relations and the CSR Report. 4. Human Resource Committee of the Company follows the provisions of 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 2020 (including corporate social responsibility in human rights practice, cross-cultural communication and understanding, laboreducation,health management andmental health related courses) with |
None |
-60-
| total 47 coursesfor 117hoursand1,175trainees. | ||||
|---|---|---|---|---|
| (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 0.1% 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 2020, the Company was renewed as a constituent stock of the "TaiwanHigh 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 the Ministry of Labor 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. Theaverage salaryadjustment rangeis1%to 3%. |
None | |
| (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 |
-61-
| (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. Please refer to ourCSR report for more information. |
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. 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 forourclients. |
None |
-62-
| (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. Pleasereferto ourCSR reportfor moreinformation. |
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 responsibility reports? Do the reports above obtain assurance from a third party verificationunit? |
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. | |
| 6. 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. |
||||
| 7. 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. |
- CSR website: https://csr.acc.com.tw/en/
-63-
3.3.8 Implementation Status of Ethical Management
| 3.3.8 Implementation Status of Ethical Management | ||||
|---|---|---|---|---|
| Evaluation Item | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/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? (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 unethicalconductwithin the scope of |
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. 2. The Company has post “Codes of Ethical Conduct” and “Principles for Ethical Management” on the Company’s intranet for compliance. 3. “Principles for Ethical Management” was amended on March 25, 2020. The company requires the directors and senior management to issue a statement of compliance with the integrity management policy, and require the employees to comply with the integrity management policy in terms of employment according Article 8. 4. The Company reported to the Board of Directors on November 12, 2020 about annual ethical management practices and implementation status. The Company establish precautions for directors, managers, employees for preventing high-potential unethical conducts: 1. Set a standard distinguishing improper benefit, 2. Setproceduresforpoliticaldonations, |
None |
-64-
| Evaluation Item | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 company enforce the programs above effectively and perform regular reviews and amendments? |
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 clearly expresses all kinds of bad faith conducts, preventions, and punishments for violators. In order to implement the Company's “Codes of Ethical Conduct” and “Principles for Ethical Management”,theBoard enacted“Working |
-65-
| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 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 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? |
V |
All suppliers of the Company signed "Codes of Conduct and Commitment Statement for Suppliers". We will review, rate, and eliminate our suppliers based on past evaluation records and their implementations of CSR affairs. For fully implementation, the Purchasing Department has urged all suppliers to comply with our “Codes of Ethical Conduct” and “Principles for Ethical Management”. The Purchasing Department will include this item into commercial terms. The HR Department is responsible for formulating policy and supervising ethical management for the Company. It will report the implementation status to the Board on a regular basis. In addition to report implementation status of ethical management to the Board, the HR Department will also report to independent directors. |
None |
-66-
| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? (4) Does the company have effective accounting and internal control systems inplace to |
On March 25, 2020, the Board of Directors approved the establishment of the "Promoting Ethical Management Working Group" by the Corporate Governance Officer and the HR Department, responsible for policy formulation and implementation, and regularly (at least once a year) report to the Audit Committee and the Board of 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 accountingdepartment. For ensuring |
-67-
| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| implement ethical corporate management? Does the internal audit unit follow the results 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? |
accuracy and transparency, all financial statements are audited or reviewed by Deloitte & Touche in accordance with relevant regulation. In order to implement “Regulations Governing Establishment of Internal Control Systems by Public Companies" and "Principles for Ethical Management", the Company has set up the Auditing Department which established its internal control system. And the Audit Department will regularly review and revise the internal control system. In addition, the Audit Department will develop and implement its annual internal audit plan in accordance with risk assessment. 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 |
-68-
| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” andReasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| education training. In 2020, 60 employees were required to be trained for continuous training. While all new recruits are 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 |
-69-
| Evaluation Item | ImplementationStatus 1 | ImplementationStatus 1 | ImplementationStatus 1 | 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.
-70-
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 C.V.Chen C.K.Chang Chin-Der Ou Champion Lee Kwan-Tao Li Independent Directors Chi Schive Yun-PenChu |
Jul.22,2020 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 | |
| Directors Douglas Tong Hsu Tsai Hsiung Chang Johnny Shih Peter Hsu Kun Yen Lee C.K.Chang Champion Lee Kwan-Tao Li Independent Directors GordonS.Chen |
Dec. 9, 2020 | Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 | |
| Directors C.V. Chen |
Sep. 22,2020 | Corporate Governance Association |
Mergers and Acquisitions and the Responsibilities of Company Leaders - Discussing Information Disclosures and Insider Transactions |
3 | |
| Nov. 12, 2020 |
Discussion on corporate governance from major corporate fraud cases |
3 | |||
| Directors Ruey Long Chen |
Mar. 24, 2020 |
Corporate Governance ~~A~~ssociation |
Introduction to Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and ISO37001 Anti-bribery Management System |
1.5 | |
| May 12, 2020 |
The impact of Covid19 on the economy and industryand its follow-upoutlook |
.5 | |||
| Aug. 8, 2020 | Observing Ruixing Coffee Storm from the Perspective ofCorporateGovernance |
3 | |||
| Sep. 4, 2020 | Directors and supervisors in corporate mergers and acquisitions |
3 | |||
| Nov. 10, 2020 |
The new generation of consumer behavior creates economic models |
1.5 | |||
| Directors Chin-DerOu |
Dec. 30, 2020 |
Taiwan Investor Relations Association |
Corporate Governance Trends |
3 | |
| Independent Directors ChiSchive |
Nov.12, 2020 |
Corporate Governance Association |
Discussion on corporate governance from major corporate fraud cases |
3 | |
| Independent Directors Gordon S.Chen |
Nov.11, 2020 |
Corporate Governance Association |
Corporate Integrity and International Anti-Corruption and Bribery Protection Practices |
3 | |
| Independent Directors Yun-Pen Chu |
Nov.17, 2020 |
Corporate Governance Association |
The role of institutional investors in improvingcorporategovernance |
3 |
-71-
3.3.10 The Training for Managers
| Title | Name | Date | Organizer | Course Title and Lecturer | Hours |
|---|---|---|---|---|---|
| Deputy Chief Auditor |
W.H.Yeh | Jan.20, 2020 | Accounting Research and Development Foundation |
"Inaccurate financial report" and the legal responsibility of the internal audit |
6 |
| Oct. 22, 2020 | Internal Audit Association |
"Corporate preparation of financial reports"- Policy analysis and internal audit and internal controlpractices |
6 | ||
| Assistant Vice President |
Nancy Kao | Jul. 23-24, 2020 |
Accounting Research and Development Foundation |
Accounting Manger Continuing Training Course |
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 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 QingyuanSu |
May 25, 2020 Aug. 18, 2020 |
Asia Cement | Prospects of International Politics, Economy and Industry Trends in Rapid Changes Enterprise Transformation and Re-innovation under the Sustainable Trend |
3 |
| Chief Executive Vice President Vice President Vice President Vice President Special Assistant Manager Manager Manager Manager |
Y.F.Chang C.M.Chen T.L.Yu W.K.Chou T.M.Chen Chenho Chung Gary Lee Yuchi Tsai QingyuanSu |
Jul.22,2020 |
Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
| Chief Executive Vice President Executive Vice President Vice President Special Assistant Manager Manager Manager Manager |
Y.F.Chang Doris Wu W.K.Chou T.M.Chen Chenho Chung Gary Lee Yuchi Tsai QingyuanSu |
Dec.9,2020 |
Taiwan Academy of Banking and Finance |
Board Operations Practice and Corporate Governance Workshop |
3 |
| Vice President | W.K.Chou | Jul. 10, 2020 |
Corporate Governance |
Directors' Information Rights |
-72-
| Jul. 17, 2020 Jul. 22, 2020 Jul. 24, 2020 |
Association Corporate Governance Association Corporate Governance Association Taiwan Academy of Banking and Finance |
The Function of Independent Directors and the Practice of Audit Committee Integrity management, corporate governance and corporate social responsibility codes and practice Global economic trends and corporate competitive strategies after Covid19. |
|||
|---|---|---|---|---|---|
W.K. Chou, Corporate Governance Officer has completed 18 hours training as required.
-73-
3.3.11 The Execution Status of Internal Control System
Asia Cement Corporation Statement of Internal Control System
Date: March 25, 2021
Asia Cement Corporation(ACC) has conducted a self-inspection of internal control system during 2020. 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, 2020 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, 2021 with 14 directors in presence and none disagreement with the content of this statement.
Asia Cement Corporation
Chairman: Douglas Tong Hsu President: K.Y. Lee
-74-
3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings
1. Major resolution of Regular Shareholders’ Meeting
| Date | Major resolutions |
|---|---|
| 2020/06/23 | 1. Acceptance of 2019 financial statements and consolidated financial statements 2. Acceptance of the proposal for distribution of 2019 profits. 3. Amendment to “Articles of Incorporation of Asia Cement Corporation”. 4. Amendment to “Shareholders’ Meeting Rules”. 5. Elections of Directors. 6. Lifting the prohibition of directors’ competition in accordance with Article 209 of the CompanyLaw |
| Execution Status |
Major resolutions of the Shareholders’ meeting have been fully implemented. 1. The record date for distribution of 2019 profits was Jul. 29, 2020. Cash dividends have been distributed on Aug. 18, 2020. 2. The directors’ election has been registered with the Ministry of Economic Affairs. 3. 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, 2020 to May 13 2021.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 |
|---|---|
| 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” |
| 2020/05/12 | 1. Acceptance of 2019 Business Report. 2. Acceptance of the candidatelist reviewfordirectorsandindependentdirectors. |
| 2020/06/23 | 1. To elect DouglasTongHsuasthe Chairmanof theBoard odDirectors. |
| 2020/08/11 | 1. Toappoint members of the"RemunerationCommittee." |
| 2020/11/12 | 1. To accept 2021 audit plan. 2. Amendment to the "Corporate Governance Code", "Meeting Rules of the Board of Directors" and "Organizational Rules for the Remuneration Committee. |
-75-
- To purchase liability insurance for directors, and supervisors, and important employees of the Company and its affiliates in the consolidated financial statements. 4. Donation to Y.Z. Hsu Memorial Foundation to sponsor the building of International Conference Hall. 5. To enact risk management policy, and report on its implementation in 2020. 2021/03/25 1. Acceptance of the 2020 employees’ compensation and Directors’ and Supervisors’ remuneration. 2. Acceptance of 2020 financial statements and consolidated financial statements. 3. Acceptance of the proposal for distribution of 2020 profits. 4. Acceptance to issue 2020 Statement of Internal Control System. 5. Amendment to the "Meeting Rules of the Board of Directors". 6. Amendment to the "Board of Directors Performance Evaluation Method”. 7. Acceptance of 2021 business budget. 8. To convene 2021 regular shareholders' meeting. 9. Acceptance of 2021 CPA service of Deloitte & Touche. 10. To Terminate the issuance of overseas depository receipts (GDR) on the London Stock Exchange. 11. To issue unsecured corporate bonds in once or in a batch with total amount not exceeding NT$15 billion in order to repay the loan, enrich the medium and longterm working capital, and strengthen the financial structure. 2021/05/13 1. Acceptance of 2020 Business Report. 2. To set the base date for the capital increase and issuance of new shares for overseas unsecured conversion bonds. 3. To set up "Corporate Sustainability Committee" and to amend the "Corporate Sustainability Policy". 4. Amendment to the agenda of the 2021regular shareholder meeting.
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.
-76-
3.4 Information of CPA Service Fee
- Information of CPA service fee
Unit: NT$1,000
| Unit: NT$1,000 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Accounting Firm |
Name of CPA |
Audit Fee |
Non-audit Fee | Audit period | ||||
| System design |
Business Registration |
Human Resource |
Other (Note) |
Subtotal | ||||
| Deloitte & Touche |
X.W. Tai | 7,560 |
0 | 20 | 0 | 1,111 | 1,131 | 01/01/2020-12/31/2020 |
| Y. W. Fan |
Note: Others including (1)Transfer Pricing report 280 thousands (2)Application of tax rulings 100 thousands (3) Investment consultation and review 357 thousands (4)Corporate Bonds issuance expenses and opinions 374 thousands.
-
If the audit fee in the year CPA firm changes is lower than that in the prior year, specify the amount of audit fee before and after and the reason: None.
-
If the audit fee dropped year on year by more than 10%, specifies the amount, percentage, reason of the reduction: None.
-
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 Shin Wei Tai and Yu Wei Fan to CPA Shin Wei Tai and Pei De Chen since 2021Q1.
-
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.
-77-
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 | Assistant Manager | Chartered Financial Analyst |
| Finance | Yao Yu Lee | Assistant Specialist | 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 |
-78-
3.6 Changes in Shareholdings and pledge of Directors, Supervisors,
Managers, and Shareholders with more than 10% Shareholding
- Changes in Shareholdings:
| Title | Name | Shareholding on Dec. 31,2020 | Shareholding on Dec. 31,2020 | Shareholding on Apr.2,2021 | Shareholding on Apr.2,2021 |
|---|---|---|---|---|---|
| Changes of Shares |
Changes of Shares Pledged |
Changes of Shares |
Changes of Shares Pledged |
||
| Chairman | DouglasTongHsu | - |
- |
- |
- |
| Director | Far Eastern New Century Corporation1 |
- |
- |
- |
- |
| T.H. Chang | - |
- |
- |
- |
|
| JohnnyShih | - |
- |
- |
- |
|
| C.V. Chen | - |
- |
- |
- |
|
| Director | Bai-Yang Investment Holdings Corporation |
- |
- |
- |
- |
| Chin-Der Ou | - |
- |
- |
- |
|
| Director | U-Ding Corporation | - |
- | - |
- |
| K.Y.Lee | - |
- | - |
- |
|
| Director | Far Eastern Y.Z. Hsu Science And TechnologyMemorial Foundation |
- |
- | - |
- |
| Peter Hsu | - |
- | - |
- |
|
| C.K. Chang | - |
- | - |
- |
|
| Director | Ta Chu Chemical Fiber Co.,Ltd |
- |
- | - |
- |
| RueyLong Chen | - |
- | - |
- |
|
| Director | Far Eastern Medical Foundation Champion Lee |
- |
- | - |
- |
| Director | U-Ming Corporation K.T.Li |
- |
- | - |
- |
| Independent Director |
Chi Schive | - |
- | - |
- |
| Independent Director |
Gordon S. Chen | - |
- | - |
- |
| Independent Director |
Yun-Pen Chu | - |
- | - |
- |
| President | K.Y.Lee | - |
- | - |
- |
| Chief Executive Vice President |
Y.F. Chang | - |
- | - |
- |
| Executive Vice President |
Doris Wu | - |
- | - |
- |
| VicePresident | C.M. Chen | - |
- | - |
- |
| VicePresident | W.K. Chou | - |
- | - |
- |
1 The majority shareholder with holding more than 10% share of the Company.
-79-
| Title | Name | Shareholding on Dec. 31,2020 | Shareholding on Dec. 31,2020 | Shareholding on Apr.2,2021 | Shareholding on Apr.2,2021 |
|---|---|---|---|---|---|
| Changes of Shares |
Changes of Shares Pledged |
Changes of Shares |
Changes of Shares Pledged |
||
| VicePresident | Z.P. Chang | - |
- | - |
- |
| VicePresident | 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 | - |
- |
- |
- |
| Assistant Vice President |
C.Y. Wang | - |
- |
- |
- |
| Manager | Z.H Zhong | - |
- |
- |
- |
| Manager | GaryLee | - |
- |
- |
- |
| Plant Manager | Z.X. Zhuang | - |
- |
- |
- |
-
Shareholders transfer information: Since the relative transfer of shareholders is non-related person, so there is no information on this information.
-
Shareholders pledge information: no shareholders pledged.
-80-
3.7 Information Disclosing the Relationship between any of the Company’s Top 10 Shareholders
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In 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 | 22.29% | 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | The Same Chairman |
| 0 | 0% | 0 | 0% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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 | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| Far Eastern Medical Foundation Representative: Douglas Tong Hsu |
181,566,797 | 5.39% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | The Same Chairman |
| 0 | 0% | 0 | 0% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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 | The Same Chairman |
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In 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 Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| China Life Insurance Co., Ltd. Representative: Stephanie Hwang |
70,294,000 | 2.09% | 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 ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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% | Far Eastern Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-related party | |||
| Labor Pension Fund ( the New Fund ) |
57,284,514 | 1.70% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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 |
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In 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 Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-related party | |||
| Yuanta/P-shares Taiwan Dividend Plus ETF |
57,174,979 | 1.70% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund Committee of Far Eastern New Century Corporation |
Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan Ding Investment Company | Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-related party | |||
| Labor Pension Fund Committee of Far Eastern New Century Corporation |
53,375,049 | 1.59% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan Ding Investment Company | Non-related party |
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In 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 Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-related party | |||
| Yuan Ding Investment Company Representative: Douglas Tong Hsu |
52,721,518 | 1.57% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund Committee of Far Eastern New Century Corporation |
Non-related party | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| Far Eastern Department Stores Co., Ltd. Representative: Douglas Tong Hsu |
50,000,492 | 1.48% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | Non-related party |
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In Name of Others |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relation | |
| 0 | 0% | 0 | 0% | Labor Pension Fund Committee of Far Eastern New Century Corporation |
Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan Ding Investment Company | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | The Same Chairman | |||
| Chunghwa Post Co., Ltd. Representative: Wu, Hong-Mo |
48,919,152 | 1.45% | 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% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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% | Far Eastern Department Stores Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuan-Ze University | Non-related party | |||
| Yuan-Ze University Representative: Douglas Tong Hsu |
47,499,567 | 1.41% | 0 | 0% | 0 | 0% | Far Eastern New Century Corporation | The Same Chairman |
| 0 | 0% | 0 | 0% | Far Eastern Medical Foundation | The Same Chairman |
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Children’s Shareholding |
Spouse & Minor Children’s Shareholding |
Shareholding In Name of Others |
Shareholding In Name of Others |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate”, or mutuallyare spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relation | |
| 0 | 0% | 0 | 0% | China Life Insurance Co., Ltd. | Non-related party | |||
| 0 | 0% | 0 | 0% | Labor Pension Fund ( the New Fund ) | Non-related party | |||
| 0 | 0% | 0 | 0% | Yuanta/P-shares Taiwan Dividend Plus ETF | 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 | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Far Eastern Department Stores Co., Ltd. | The Same Chairman | |||
| 0 | 0% | 0 | 0% | Chunghwa Post Co., Ltd. | Non-related party |
3.8 Shareholding Proportion of ACC to Investees
Dec. 31, 2020
| Dec. 31,2020 | Dec. 31,2020 | |||||
|---|---|---|---|---|---|---|
| Investees | Investments by ACC | Investments by Directors, Supervisors, Managers and Directly or Indirectly Controlled Businesses |
Total Investments | |||
| Shares | % | Shares | % | Shares | % | |
| Asia Investment Corp. | 260,896,525 | 100.00% |
- | 0.00% | 260,896,525 | 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. | 649,214,680 | 100.00% |
12,526 | 0.00% |
649,227,206 | 100.00% |
| Nan Hwa Cement Corp. | 26,138,828 | 99.98% |
5,000 | 0.02% |
26,143,828 | 100.00% |
| Ya Tung Ready-Mixed Concrete Corp. | 170,203,184 | 99.99% |
6,900 | 0.00% |
170,210,084 | 99.99% |
| Fu Ming Transportation Co., Ltd. | 29,553,869 | 99.95% |
5,065 | 0.02% |
29,558,934 | 99.97% |
| Asia Cement (Singapore) Pte. Ltd. | 10,495,495 | 99.96% |
2 | 0.00% | 10,495,497 | 99.96% |
| Asia Engineering Enterprise Corp. | 8,093,220 | 99.74% |
16,660 | 0.21% |
8,109,880 | 99.95% |
| Chiahui Power Corp. | 568,261,136 | 99.69% |
584,796 | 0.11% |
568,845,932 | 99.80% |
| 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% |
259,921,761 | 51.62% | 438,629,409 | 87.12% |
| Ya Li Precast and Prestressed Concrete Industries | 16,261,760 | 83.92% |
14,366 | 0.08% |
16,276,126 | 84.00% |
| Asia Cement (China) Holdings Corp. | 1,061,209,202 | 67.73% |
71,204,798 | 4.54% |
1,132,414,000 | 72.27% |
| Ya Li Transportation Corp. | 5,160,754 | 51.61% |
63 | 0.00% |
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% |
20,219,327 | 2.39% |
351,920,479 | 41.64% |
| Oriental Securities Corp.. | 136,713,259 | 18.93% |
146,326,910 | 20.26% | 283,040,169 | 39.19% |
| Far Eastern New Century Corp. | 1,272,277,085 | 23.77% |
510,260,882 | 9.53% |
1,782,537,967 | 33.30% |
| Yue Yuan Investment Corp. | 155,000,821 | 29.92% |
515,002 | 0.10% |
155,515,823 | 30.02% |
| China Shanshui Cement Group Ltd | 331,878,315 | 7.62% |
428,393,000 | 9.84% |
760,271,315 |
17.46% |
-87-
IV Capital Formation
4.1 Capital and Shares
4.1.1 Capital Increase in the Past Five Years
| 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years | 4.1.1 Capital Increase in the Past Five Years |
|---|---|---|---|---|---|---|---|---|
| Book closure date: Apr. 27,2021 | ||||||||
| 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.2011 | NT$10 | 3,600,000,000 | 36,000,000,000 | 3,136,813,697 | 31,368,136,970 | Dividend | None | Note1 |
| Dec.2012 | NT$10 | 3,600,000,000 | 36,000,000,000 | 3,230,918,107 | 32,309,181,070 | Dividend | None | Note1 |
| Dec.2013 | NT$10 | 3,600,000,000 | 36,000,000,000 | 3,295,536,469 | 32,955,364,690 | Dividend | None | Note1 |
| Dec.2014 | NT$10 | 3,600,000,000 | 36,000,000,000 | 3,361,447,198 | 33,614,471,980 | Dividend | None | Note1 |
| Apr.2021 | NT$10 | 4,000,000,000 | 40,000,000,000 | 3,367,379,460 | 33,673,794,600 | Exchange of Overseas Unsecured Convertible Bonds |
None | Note2 |
Note1: Ruling Ref. No. and effective date for capitalization of share dividends were No. 10001214640 dated
2011/9/15, No. 10101189120 dated 2012/9/11, No. 10201196030 dated 2013/9/23, and No. 10301193070 dated 2014/9/17, respectively.
Note2: The overseas unsecured convertible bonds was approved by the Financial Supervisory Commission with Ruling Ref. No. 1070312574 dated 2018/5/2.
4.1.2 Capital
| 4.1.2 Capital | ||||
|---|---|---|---|---|
| Share Type | Authorized Capital Issued Shares Un-issued Shares Total Shares |
Remarks | ||
| Un-issued Shares | Total Shares | |||
| Common Shares | 3,367,379,460 Available for trading on the TWSE |
632,620,540 |
4,000,000,000 | - |
4.1.3 Shelf Registration: None
4.1.4 Shareholder Structure
| 4.1.3 Shelf Registration: None 4.1.4 Shareholder Structure |
4.1.3 Shelf Registration: None 4.1.4 Shareholder Structure |
|||||
|---|---|---|---|---|---|---|
| Book closure date: Apr. 27,2021 | ||||||
| Structure Amount |
Governments | Financial Institutions |
Other Institutional Investors |
Domestic Individual Investors |
Foreign Institutions & Individuals |
Total |
| Number of Shareholders |
11 | 63 | 432 | 90,435 | 690 | 91,631 |
| Number of shares | 85,045,377 | 421,691,167 | 1,753,789,241 | 574,059,624 | 532,794,051 | 3,367,379,460 |
| Shareholding Percentage |
2.53% | 12.52% | 52.08% | 17.05% | 15.82% | 100.00% |
Note: No foreign institutions and individuals from China Area.
-88-
Book closure date: Apr. 27, 2021
4.1.5 Shareholding Distribution Status
| Class of Shareholding (Unit: Share) |
Number of shareholders | Number of shares | Holding Percentage |
|---|---|---|---|
| 1-999 | 33,771 | 8,033,619 |
0.24% |
| 1,000-5,000 | 42,693 | 89,429,117 |
2.66% |
| 5,001-10,000 | 7,028 | 54,069,356 |
1.61% |
| 10,001-15,000 | 2,410 | 29,864,150 |
0.89% |
| 15,001-20,000 | 1,390 | 25,300,806 |
0.75% |
| 20,001-30,000 | 1,357 | 33,932,254 |
1.01% |
| 30,001-40,000 | 650 | 22,856,166 |
0.68% |
| 40,001-50,000 | 431 | 19,973,972 |
0.59% |
| 50,001-100,000 | 813 | 58,455,509 |
1.74% |
| 100,001-200,000 | 398 | 55,471,929 |
1.65% |
| 200,001-400,000 | 267 | 73,851,422 |
2.19% |
| 400,001-600,000 | 94 | 46,325,745 |
1.38% |
| 600,001-800,000 | 52 | 35,525,604 |
1.05% |
| 800,001-1,000,000 | 40 | 36,297,767 |
1.08% |
| Over 1,000,001 | 237 | 2,777,992,044 |
82.50% |
| Total | 91,631 | 3,367,379,460 |
100% |
| Preferred Share Book closure date: Apr. 27,2021 |
|||
| 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 |
|---|---|---|
| Book closure date: Apr. 27,2021 | ||
| Shares Major Shareholder |
Number of Shares |
Holding Percentage |
| Far Eastern New CenturyCorporation | 750,511,324 | 22.29% |
| Far Eastern Medical Foundation | 181,566,797 | 5.39% |
| China Life Insurance Co.,Ltd. | 70,294,000 | 2.09% |
| Labor Pension Fund(the New Fund) | 57,284,514 | 1.70% |
| Yuanta/P-shares Taiwan Dividend Plus ETF | 57,174,979 | 1.70% |
| Labor Pension Fund Committee of Far Eastern New CenturyCorporation |
53,375,049 | 1.59% |
| Yuan DingInvestment Company | 52,721,518 | 1.57% |
| Far Eastern Department Stores Co.,Ltd. | 50,000,492 | 1.48% |
| Chunghwa Post Co.,Ltd. | 48,919,152 | 1.45% |
| Yuan-Ze University | 47,499,567 | 1.41% |
| Total | 1,369,347,392 | 40.67% |
-89-
4.1.7 Market Price, Net Value, Earnings and Dividends per Share
Unit: NT$
| Unit: NT$ | ||||
|---|---|---|---|---|
Item |
Year | 2019 |
2020 | |
| Market Price Per Share |
Highest | 48.90 | 49.90 | |
| Lowest | 33.55 | 35.20 | ||
| Average | 42.62 | 43.20 | ||
| Net Value Per Share |
Before Distribution | 43.45 | 43.96 | |
| After Distribution | 40.45 | (Note) | ||
| Earnings Per Share |
Weighted Average shares (in thousand) |
3,138,664 | 3,129,384 | |
| Earnings Per Share | 5.56 | 4.70 | ||
| Dividends Per Share |
Cash Dividends | 3.00 | 3.55(Note) | |
| Stock Dividend |
- | - | - | |
- |
- | - | ||
| Accumulated Unpaid Dividends | - | - | ||
| Return on Investment |
Price-Earnings Ratio | 7.67 | 9.19 | |
| Price-Dividend Ratio | 14.21 | 12.17 | ||
| Cash Dividend Yield Rate | 7.01% | 8.22% |
Note : To be resolved by the 2021 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, the Company shall set aside 10% of the sum of said profit in balance and the amount of profit (or loss) items adjusted to the current year’s undistributed earnings other than the said profit as legal reserve and a special reserve as required by law. 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. Hereby lists the Company's dividend in recent years as follows:
-90-
| Year Cash Dividend |
Ratio of Total Dividend Stock dividend Ratio of Total Dividend Total dividend |
|---|---|
| 2015 NT $1.1 |
100% NT $0 0% NT $1.1 |
| 2016 NT $0.9 |
100% NT $0 0% NT $0.9 |
| 2017 NT $1.2 |
100% NT $0 0% NT $1.2 |
| 2018 NT $2.8 |
100% NT $0 0% NT $2.8 |
| 2019 NT $3.0 |
100% NT $0 0% NT $3.0 |
| 2020 (Proposed) NT $3.55 |
100% NT $0 0% NT $3.55 |
The net income after tax for FY2020 as NT$ 14,710,485,716. After the appropriation of Legal Reserve and Special Reserve, NT$ 12,191,041,500 is left. The Broad has proposed a cash dividend of NT$ 3.55 per share, which is summed up to NT$ 11,933,137,553 in total.
4.1.9 Effects on Business Performance and EPS Resulting From Stock Dividend Distribution
| Unit: NT$ | |||
|---|---|---|---|
Item |
Year | 2021 (Estimated) | |
| Paid-In Capital | (Beginningof The Year) | NT$33,614,471,980 | |
Stock&CashDividend Distribution |
Cash Dividend Per Share | NT$3.55 | |
| 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.
-91-
4.1.10 Employees’ Compensation and Directors’ and Supervisors’ Remuneration
-
The percentages or ranges with respect to employees' compensation and directors' remuneration as set forth in the Asia Cement Corporation's Articles of Incorporation: Pursuant to the Articles of Incorporation for distribution 0.1%~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 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)The basis for estimating the amount of employees' compensation and directors' remuneration: Distribution 0.1%~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)The number of shares to be distributed as employees’ compensation: NA
-
(3)The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure for the current period: the difference would be regarded as accounting estimation adjustment and recognized as the profit and loss of 2021.
-
Information on resolved by the Board of Directors on March 25, 2021 for distribution of compensation:
-
(1)The amount of any compensation distributed in cash or stocks: Employees’ cash compensation is NT$ 189,833,613. Directors' cash remuneration is NT$ 166,104,411.
-
(2)If there is any discrepancy between that amount and the estimated are recognized for the fiscal year shall be disclosed the discrepancy amount, its cause, and the status of treatment: No discrepancy.
-
(3)The amount of any employees' compensation distributed in stocks, and the amount as a percentage of the sum of profit after income tax base on the separated financial report and total employees’ compensation: NA
-
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 25, 2020 to distribute employees’ compensation NT$ 261,064,444 and directors’ remuneration NT$ 230,296,135. The employees' compensation and directors' remuneration was fully distributed and no discrepancy with 2019 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.
-92-
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 | |
| ParValue | 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$3,000,000,000 | NT$6,500,000,000 | |
| RedemptionClauses | None | None | |
| RestrictiveCovenants | None | None | |
| Credit Rating Agency/Date/Rating | Taiwan Ratings Corporation Long term Credit Ratings: twA Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Creditrating date: Nov.17,2015 |
Taiwan Ratings Corporation Long term Credit Ratings: twA+ Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Creditrating date: 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 |
-93-
| 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 | |
| ParValue | 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 | H.W.Tai, Y.W.Fan | H.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 | |
| RedemptionClauses | None | None | |
| RestrictiveCovenants | None | None | |
| Credit Rating Agency/Date/Rating |
Taiwan Ratings Corporation Long term Credit Ratings: twA+ Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Credit ratingdate: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 |
-94-
| Type of Bond Issued Item |
Type of Bond Issued Item |
2nd Unsecured Corporate Bond Issued in 2020 |
3rd Unsecured Corporate Bond Issued in 2020 |
|---|---|---|---|
| Date Issued | Jun.18,2020 | Sep.23,2020 | |
| ParValue | NT$1,000,000 | NT$1,000,000 | |
| Issue and Trade Place | N/A | N/A | |
| Issue Price | ParValue | ParValue | |
| Nominal Amount | NT$5,500,000,000 | NT$6,200,000,000 | |
| Interest Rate | Tranche A: 0.75% TrancheB: 0.83% |
Tranche A: 0.65% TrancheB: 0.73% |
|
| Term | Tranche A:Five Years.Maturity :Jun. 18, 2025Tranche B :Seven Years.Maturity :Jun.18,2027 |
Tranche A:Five Years.Maturity :Sep. 23, 2025Tranche B :Seven Years.Maturity :Sep.23,2027 |
|
| Guaranty/Guarantor | None | None | |
| Trustee | China Trust Commercial Bank, TrustDepartment |
China Trust Commercial Bank, TrustDepartment |
|
| Underwriter | Yuanta Securities Co.,Ltd. | MasterlinkSecurities Corporation | |
| Certified Lawyer | M.T.HUANG | M.T.HUANG | |
| Certified Public Accountant | H.W.Tai, Y.W.Fan | H.W.Tai, Y.W.Fan | |
| Repayment Method |
RepaymentIn Lump SumUpon Maturity | RepaymentIn Lump SumUpon Maturity | |
| OutstandingBalance | NT$5,500,000,000 | NT$6,200,000,000 | |
| RedemptionClauses | None | None | |
| RestrictiveCovenants | None | None | |
| Credit Rating Agency/Date/Rating |
Taiwan Ratings Corporation Long term Credit Ratings: twA+ Short term Credit Ratings: twA-1 Outlook: Stable Bond Ratings: - Credit ratingdate:Oct. 23,2019 |
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 |
-95-
| Type of Bond Issued Item |
Type of Bond Issued Item |
4th Unsecured Corporate Bond Issued in 2020 |
|---|---|---|
| Date Issued | Dec.23,2020 | |
| ParValue | NT$1,000,000 | |
| Issue and Trade Place | N/A | |
| Issue Price | ParValue | |
| Nominal Amount | NT$9,400,000,000 | |
| Interest Rate | Tranche A: 0.57% TrancheB: 0.65% |
|
| Term | Tranche A:Five Years.Maturity :Dec. 23, 2025Tranche B :Seven Years.Maturity :Dec.23,2027 |
|
| Guaranty/Guarantor | None | |
| Trustee | China Trust Commercial Bank, TrustDepartment |
|
| Underwriter | Yuanta Securities Co.,Ltd. | |
| Certified Lawyer | M.T.HUANG | |
| Certified Public Accountant | H.W.Tai, Y.W.Fan | |
| Repayment Method |
RepaymentIn Lump SumUpon Maturity | |
| OutstandingBalance | NT$9,400,000,000 | |
| RedemptionClauses | None | |
| RestrictiveCovenants | None | |
| Credit Rating Agency/Date/Rating |
Taiwan Ratings Corporation Long term Credit Ratings: twA+ Short term Credit Ratings: twA-1 Outlook: Positive Bond Ratings: - Credit ratingdate:Sep. 28,2020 |
|
| Convertible | Amount Converted |
None |
| Issue/ Conversion Rules |
None | |
| Terms to issuance, conversion, exchange and subscription. The impacts to current shareholder equityandpotential dilutions. |
None | |
| Custodian | None |
-96-
| Type Of Bond Issued Item |
Type Of Bond Issued Item |
3rdOverseas Unsecured Convertible Bonds |
|---|---|---|
| Date Issued | Sep. 21,2018 | |
| Par Value | US$200,000 and in increments of US$1,000 thereafter | |
| Issue And Trade Place | Singapore Exchange | |
| Issue Price | Par Value | |
| Nominal Amount | US$215,000,000 | |
| Interest Rate | 0% | |
| Term | Five Years Maturity: Sep. 21,2023 | |
| Guaranty/Guarantor | None | |
| Trustee | BNY Mellon | |
| Underwriter | UBS AG HongKongBranch | |
| Certified Lawyer | Y.H. Wang | |
| Certified Public Accountant | 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 with a yield calculated at the rate of 0.6% per annum on the maturity date. |
|
| OutstandingBalance | 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 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 | |
| Credit Rating Agency/Date/Rating | None | |
| Convertible | Amount Converted |
None |
| Issue/ Conversion Rules |
Except for closed periods as prescribed by ROC laws and regulations or otherwise described in the Indenture, the bondholders shall have the right to require the Issuer to convert the bonds into the converted securities at any time during the period from the 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,whichperiod currentlyincludes 60 daysprior to the date of |
-97-
-
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, The 3[rd] overseas unsecured convertible bonds with a zero coupon rate, the bonds
-
exchange and subscription. The provide a low-cost source of long-term funds and reduce the interest expenses, and
-
impacts to current shareholder equity therefore have a positive boost on the Issuer's profitability.
-
and potential dilutions. Custodian None
4.2.2 Issued Exchangeable Bonds and Convertible Bonds
| Type of Bonds Issued | Type of Bonds Issued | 3rdOverseas Unsecured Convertible Bonds | 3rdOverseas Unsecured Convertible Bonds | 3rdOverseas Unsecured Convertible Bonds | 3rdOverseas Unsecured Convertible Bonds | 3rdOverseas Unsecured Convertible Bonds |
|---|---|---|---|---|---|---|
| Item | Year | Launch Date |
2018 | 2019 | 2020 | From the current year to March. 31,2021 |
| Market Price of Convertible Bonds(US$) |
Highest | 100 | 107.07 | 126.37 | 130.98 | 140.19 |
| Lowest | 100 | 99.23 | 101.38 | 104.49 | 122.04 | |
| Average | 100 | 102.37 | 111.90 | 120.16 | 127.78 | |
| Conversion Price/Share | 42.24 | 42.24 | 39.7 | 37.11Note1 | 37.11 | |
| 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$37.11/Share since July 30, 2020 as ACC distributed cash dividends and stock dividends.
-98-
4.3 Summary of Issued GDR
| 5. Issue Date | 5. Issue Date | 5. Issue Date | Jun. 23,1992 | Sep. 13,1996 | Jan. 23,2007 | Mar. 25,2008 |
|---|---|---|---|---|---|---|
| Issuance & Listing | London Stock Exchange | |||||
| Total Amount(US$) | 66,002,750 | 60,000,010.77 | 83,209,951.46 | 61,355,000 | ||
| IssuingPriceper GDR(US$) | 27.50 | 19.67 | 9.905946602 | 17.53 | ||
| Number of GDR Issued | 2,400,100 | 3,050,331 | 8,400,000 | 3,500,000 | ||
| Underlying Securities | ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Far Eastern New Century Corporation |
ACC Common Shares held by Yuang Ding Investment Corporation |
ACC Common Shares held by Far Eastern General Contractor Co., Ltd. and Far Eastern Construction Co., Ltd. |
||
| Common Shares Represented (shares) |
24,001,000 | 30,503,310 | 84,000,000 | 35,000,000 | ||
| Right & Obligation of GDR Holders |
Same as Common Shareholders | |||||
| Trustee | Not Applicable | |||||
| DepositaryBank | BNY Mellon | |||||
| Custodian | Far Eastern International Bank | |||||
| Outstanding | 27,237(As of March 31,2021) | |||||
| Apportionment of Expenses for Issuance & Maintenance |
All expenses related to issuance and maintenance is undertaken by FENC and ACC respectively. |
|||||
| Major Commitment of Depositary Agreement & CustodyAgreement |
GDR holders are allowed to vote on a given agenda only when over 51% of them reach consensus. |
|||||
| Closing Price Per GDR (US$) |
2020 | Highest | 11.9 | |||
| Lowest | 11.9 | |||||
| Average | 11.9 | |||||
| As of March 31,2021 |
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.
-99-
V Overview of Business Operation
5.1 Business Introduction
5.1.1 Business Scope
-
Scope of Business: Please refer to Section 2.1: “Scope of Business.”
-
Main Business and Percentage:
-
A. Production and sales of Cement and clinker: 91%.
-
B. Granulated blast-furnace slag: 9%.
-
New Product Research & Development: None.
5.1.2 Industry Overview
-
Market situation and future outlook
-
A. The 2020 total cement production volume in Taiwan was 11,862,124 MT, increased 4.28% compared to 2019. Among them, the domestic cement sales was 9,595,630 MT, and exported cement was 2,266,494 MT. Compared with those in 2019, domestic sales increased by 5.97%, exports decreased by 2.35%. In 2020, compared with the traditional industries affected by the epidemic, the cement industry, driven by the joint demand of the government and the private sector, rise against the trend. The cement consumption increased to 12,105,825 MT, increased by 6.38%. The 2020 per capita average cement consumption is about 514 kg, increased 6.64% from 482 kg in 2019. As a result, the cement market in Taiwan showed a stable growth trend.
-
B. For the year 2021:
- (1) Outlook of the domestic market:
In 2020, due to the proper control of the Covid19 epidemic, Taiwan’s economic growth rate is 3.11%. According to the estimate issued by the Chinese Academy of Economics in April 2021, it will continue to rise again in 2021, with an annual growth rate of approximately 4.80%, compared with 2020. An increase of 1.69%.
In Taiwan, in order to revitalize the domestic market, the government will accelerate the implementation of various public construction to expand domestic demand. The total budget for 2021 is NT$ 132.4 billion for public construction and design, plus a special budget for forward-looking infrastructure NT$ 104.1 billion, and operating and nonoperating special funds for TW$ 297.5 billion, totaling TW$ 534 billion, increased NT$ 96.2 billion or 22% compared with 2020.
In terms of real estate, the number of houses transaction in the housing market in 2020 was 326 thousand, an increase of 8.6% compared to those in 2019. This is the highest record in recent 7 years with four years growth since 2017. In 2021, the fundamentals of the housing market have maintained a stable because of housing need. However, the recent government's credit control and real estate tax system to curb short-term speculation will cause variables on the growth of the housing market.
In 2021, under the government's regulation of the housing market, severe shortages
-100-
of construction workers, and the continued impact of the Covid19 epidemic, the economy is full of uncertainties. However, driven by the government to accelerate the implementation of public works, The total demand for cement in Taiwan is still expected to grow compared to last year.
(2) Outlook of the global markets:
For the outlook of 2021, 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 Covid19 pandemic. The export in Japan is expected to increase as the Olympic Games are postponed. 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 2021, Asia Cement will continue with its export strategy to maintain the export volume from Taiwan and expand the raw material business.
Overall, the cement market in Taiwan showed a stable growth trend., while Foreign markets need to be cautious and wait and see.
-
C. In addition to root in Taiwan for on-going cement business operation, the Company will keep enhancing its competitiveness by largely expansion in China both in production and sales.
-
The relationships among the value chain of cement industry
The upstream, midstream and downstream sectors of cement industry, namely ready-mixed concrete, precast, and construction industry, are co-existed and blooming together. Nowadays, vertical integration is the trend in cement industry. As a result, the Company’s operation strategy - is to establish the downstream subsidiaries Ya Tung Ready-mixed Concrete Corp. and Yali Precast & Prestressed Concrete Industries Corp., and to invest Far Eastern Construction Company and Far Eastern General Contractor Company to grasp the business opportunities.
- Product development and company competitiveness Although the cement products include Portland Cement Type I, Type II, and Special Cement, the major market demand is Portland Cement Type I. However, the overseas market has stronger demand for Special Cement in recent years. The ability to produce quality products and the shipping & loading efficiency has become the key competitive factors.
-101-
5.1.3 Technology and Research Development
| Technology and Research Development | Technology and Research Development |
|---|---|
| As of April 30, 2021 Unit: NT$1,000 |
|
| Item | Amount |
| Reduce the value of the mine blasting vibration | 2,850 |
| Industrial 4.0 Project Phase 2: - Cloud War Room - Product Line Machine Predictive Maintenance - Intelligent Mining |
4,000 |
| Big Data Analysis - Predictive Analysis Project | 1,000 |
| Development of whole plant weighing system | 800 |
| Production of Wet-mix Mortar | 500 |
| Total | 8,650 |
5.1.4 Short-term Business Plan
-
To strengthen the existing domestic and international channels of cement sales.
-
To reduce costs and to maintain fully sell out the estimated production volume and sound profitability.
-
To fulfill the vertical integration policy and to expand into downstream market channels.
-
To keep good relationship with customers and foresee market trend.
5.1.5 Long-term Business Plan
-
Maintain solid position in Taiwan - improve producing efficiency.
-
Increase the investment in China (Please refer to the “I Report to Shareholders” at page 1 and the “8.2 Basic Information of Affiliates” at section 8.2 of this annual report.
-
Extend the global market - Find new markets, new opportunities to expand overseas operations.
5.2 General Information of Market & Production
5.2.1. Markets Analysis
-
Major Sale Markets
-
A. Cement and Clinker:
“Skyscraper” is the Company’s brand-name for marketing all kinds of our products. Our domestic market includes Taiwan, Penghu, Kinmen and Matsu, and our overseas market includes 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.
- Market Share
In 2020, the Company domestic sales was 2,745,789 MT, i.e. 28.61% of the sales amount of all
-102-
domestic cement producers, which was equal to 22.73% of total cement consumption in Taiwan.
-
Market supply forecast, growth opportunity, and business competitiveness:
-
A. Due to the proper control of the Covid19 epidemic in Taiwan, the market is booming in 2021. According to the Chinese Academy of Economics' forecast in April 2021, the GDP growth rate will reach 4.8%, which will increase by 1.69% from 2020. However, the Taiwanese Academy of Economics survey shows that the government is trying to curb housing market speculation. Credit control has been carried out and the new version of the real estate tax system has been passed. In addition, there is a serious shortage of construction labor, so some real estate owners have a conservative view of the future economy. Fortunately, in order to expand domestic demand, the government will accelerate the promotion and implementation of various public construction plans. Therefore, domestic demand for the whole year of 2021 is expected to grow steadily. In addition, energy, raw materials, labor costs, ocean freight prices and the amount of imported cement are other important factors affecting sales.
-
B. For the export sales, the Company is expected to export 1.1~1.1 million MT of cement and clinker in 2021, which is equivalent to 2020. 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.
-
C. In the view of the vast and steady growth market in China, the production, storage, and transportation facilities of the Company constitute an effective competitive niche and profitability for the Company.
-
Positive factors for the industry development
-
A. In 2021, the government will continue to strengthen domestic demand and promote investment in public construction, and actively promote industrial innovation and forward-looking infrastructure to revitalize the domestic market. The total budget of the central government for 2021 is 132.4 billion, plus 104.1 billion for the third phase of the forward-looking infrastructure special budget and 297.5 billion for business and non-business special funds. The total budget is 534 billion. This is an increase of 96.2 billion from the same basis in 2020, an increase of about 22%.
-
B. In 2020, the floor area of the building license application increased by 12% compared with 2019. In 2020, the number of houses transaction was 326,000, an increase of 8% per year. This shows that private investment continues to increase. Meanwhile, Taiwanese businessmen returning to Taiwan to invest, government accelerating public construction, reconstruction, urban renewal will help increase domestic construction investment. However, with the impant of the government regulating housing market and the lack of construction labor, these uncertainties in the future are still high, and we still need to continue to observe the follow-up.
-
C. The Ministry of Finance announced in February 2017 to continue to levy cement and clinker from China at the original approved tax rate of 91.58% anti-dumping duties for five years. This will help stability of the domestic industry.
-
-
Negative factors and the solutions
-
A. Industry relocation, environmental awareness, and emission limits of carbon dioxide will increase the difficulties in both public constructions and private housing sectors, and cause
-103-
the construction industry more conservative. This will constrain the growth of cement demand.
-
B. The Ministry of Economic Affairs has set limitations on trade volume of domestic cement industry according the Foreign Trade Law. The limitations will gradually lower the exportproduction ratio from 50% in 2011 to 24% in 2021. The over-supply condition will be worse.
-
C. Mining Industry Law is currently in the occasion of amending, the industry will face more stringent operating requirements and limitations.
-
D. Limestone tax is raised from NT$ 10 to NT$ 70 per metric ton. As well as the recent rise in coal prices will bring to the cement industry to more difficult condition.
-
E. Solutions:
-
Improve the efficiency of current production, transportation and marketing activities and strengthen the downstream distribution channels in both domestic and overseas market. Continue selecting good target markets, establish production and distribution channels, expand customers in emerging countries, and realize reasonable profitability.
5.2.2 Application of Major Cement Products
- Portland Cement Type I:
It is known as ordinary cement, used for all structural projects which are not particularly exposed
to sulphuric acid or underground water. Most of the current market supply is in this category.
-
Portland Cement Type II:
-
With lower hydration heat than Portland Cement Type I as well as low alkalis and moderate resistance to sulfate, Portland Cement Type II is for large-scale structures. It is resistant against cracking and erosion by sea water, salt, and alkali. The general purposes are as follows:
-
A. Underground foundation engineering: Tower Building Basement, underpass, sewers, tunnels and massive underground rapid transit systems.
-
B. Large-scale concrete works: Bridges, dams, water retention facilities, valve based structure.
-
C. Construction subject to erosion by sea water and sea wind: dock, breakwaters, caisson, breeding plants, harbors, and others.
-
D. Project that requires resistance to sulfate: Sewage treatment plants and chemical engineering.
-
Special Purpose Cement: Produced to meet customers’ special needs.
-
Production process:
All types of cement are produced in accordance to a fixed proportion of mixtures, in the following steps:
-
A. Limestone and clay are mixed and ground into raw meal.
-
B. Raw meal is poured into the rotary kiln and burned in high temperature to produce clinker.
-
C. Clinker is mixed with gypsum and ground into cement.
-
D. Cement is sold in bulk or packages.
5.2.3 Supply Condition of Main Raw Materials
The major raw materials used by the Company consist of limestone, clay, gypsum, pyrite, iron slag, and raw coal for fuel. Except a little limestone, most limestone is produced and used by the Company. Clay is purchased from domestic suppliers through long-term contracts. Gypsum and pyrite are supplied by qualified domestic and foreign firms. Fuel coal is supplied by Australian providers via long or short term contracts.
-104-
==> picture [46 x 442] intentionally omitted <==
----- Start of picture text -----
- 105 - -105-
----- End of picture text -----
5.2.4 Major Suppliers Information for the Last Two Years
| 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years | 5.2.4 Major Suppliers Information for the Last Two Years |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$1,000 2019 2020 Item Company Name Amount % Relation with Issuer Company Name Amount % Relation with Issuer 1 BB Co.,Australia 853,694 32.23 Raw material supplier BB Co.,Australia 819,137 29.16 Raw material supplier 2 ChungLingCo. 498,363 18.82 Raw material supplier ChungLingCo. 342,005 12.17 Raw material supplier 3 Young Year (Gypsum) 77,521 2.93 Raw material supplierFULL MAX (Gypsum) 47,514 1.69 Raw material supplier 4 Anhe Engineering 76,337 2.88 Equipment supplier Anhe Engineering 163,896 5.83 Equipment supplier Others 1,142,578 43.14 Others 1,436,747 51.15 Net Total Supplies 2,648,493 100.00 Net Total Supplies 2,809,299 100.00 |
||||||||
| 2019 | 2020 | |||||||
| Item | Company Name | Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer |
| 1 | BB Co.,Australia | 853,694 | 32.23 | Raw material supplier | BB Co.,Australia | 819,137 | 29.16 | Raw material supplier |
| 2 | ChungLingCo. | 498,363 | 18.82 | Raw material supplier | ChungLingCo. | 342,005 | 12.17 | Raw material supplier |
| 3 | Young Year (Gypsum) |
77,521 | 2.93 | Raw material supplier | FULL MAX (Gypsum) |
47,514 | 1.69 | Raw material supplier |
| 4 | Anhe Engineering | 76,337 | 2.88 | Equipment supplier | Anhe Engineering | 163,896 | 5.83 | Equipment supplier |
| Others | 1,142,578 | 43.14 | Others | 1,436,747 | 51.15 | |||
| Net Total Supplies | 2,648,493 | 100.00 | Net Total Supplies | 2,809,299 | 100.00 |
Note: Variations are because of market mechanisms.
5.2.5 Major Clients Information for the Last Two Years
| 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years | 5.2.5 Major Clients Information for the Last Two Years |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$1,000 | ||||||||
| 2019 | 2020 | |||||||
| Item | Company Name |
Amount | % | Relation with Issuer | Company Name | Amount | % | Relation with Issuer |
| 1 | Ya Tung Ready- Mixed Concrete Co. |
1,805,262 | 20.99 |
Subsidiary |
Ya Tung Ready-Mixed Concrete Co. |
1,866,025 | 21.89 | Subsidiary |
| Others | 6,794,161 | 79.01 |
Others | 6,659,058 | 78.11 | |||
| Net Sales | 8,599,423 | 100.00 | Net Sales | 8,525,083 | 100.00 |
Note: Variations are because of market mechanisms.
5.2.6 Output of Main Products
1. ACC (Taiwan)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Output Product |
2019 | 2019 | 2019 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Capacity | Production Volume |
Production Value |
Capacity | Production Volume |
Production Value |
|
| Cement & Clinker | 5,597 | 3,630 | 7,348,535 | 5,597 | 3,725 | 6,896,893 |
2. ACC (China)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Output Product |
2019 | 2019 | 2019 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Capacity | Production Volume |
Production Value |
Capacity | Production Volume |
Production Value |
|
| Cement & Clinker | 35,500 | 30,501 | 27,536,086 | 36,600 | 29,119 | 24,804,828 |
5.2.7 Sales of Main Products
1. ACC (Taiwan)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Sales **Product ** |
2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Cement & Clinker* | 2,608 | 5,792,210 | 1,039 | 1,835,779 | 2,762 | 6,142,157 | 997 | 1,588,607 |
- Cement & Clinker produced by the Company.
2. ACC (China)
Unit: NT $1,000, Cement and Clinker 1,000 MT
| Year Sales Product |
2019 Domestic Sales Export Sales Volume Value Volume Value |
2019 Domestic Sales Export Sales Volume Value Volume Value |
2019 Domestic Sales Export Sales Volume Value Volume Value |
2019 Domestic Sales Export Sales Volume Value Volume Value |
2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Export Sales | Domestic Sales | Export Sales | ||||||
Value |
Volume | Value | Volume | Value | Volume | Value | ||
| Cement & Clinker* |
30,781 | 49,729,598 | 57 | 64,312 | 29,110 | 43,279,889 | - | - |
- Cement & Clinker produced by the Company.
-106-
5.3Human Resources
| Year | 2019 | 2020 | As of Mar. 31, 2021 | |
|---|---|---|---|---|
| Number of Employees |
Headquarter | 152 | 151 |
150 |
| Hsinchu Plant | 29 | 29 |
29 |
|
| Hualien Plant | 306 | 301 |
298 |
|
| Total | 487 | 481 |
477 |
|
| Average Age | 47.92 | 46.37 |
45.95 |
|
| Average | Years of Service | 21.48 | 18.06 |
16.95 |
| Education | Ph.D. | 0 | 0 |
0.21% |
| Masters | 16.43% | 17.67% | 17.40% |
|
| Bachelor’s Degree | 47.64% | 47.19% | 47.17% |
|
| Senior High School | 31.62% | 31.81% | 31.66% |
|
| Below Senior High School | 4.31% | 3.33% | 3.56% |
5.4 Expenditures on Environmental Protection
Unit: NT$ 1,000
| Unit: NT$ 1,000 | ||
|---|---|---|
| Items | Amount | |
| 1 | Green vegetation and maintenance for quarry | 8,592 |
| 2 | Other (Dust collector, dust collection bag inspection and chimney inspection, Environmental protection fixed assets Plant vegetation and maintenance costs,Trainingcost etc.) |
53,567 |
| Total | 62,352 |
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$ 52,500.
-
(2) Reasons:
In October 2020, the wasted oil pipe of the Hsinchu plant leaked oil and contaminated the soil.
(3) Countermeasures:
The cost of oil pollution removal, soil transportation, and recovery works is about NT$2.14 million.
- 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.
-107-
-
In August 1996, the Hualien plant of the Company passed certification by the Bureau of Commodity Inspection and Quarantine of the Ministry of Economic Affairs (MOEA), and in November of the same year, Hualien plant became one of the first organizations in Taiwan to receive ISO-14001 certification. In July 2000, Taiwan’s first Environmental Report was completed by Hualien plant according to Sustainability Reporting Guidelines of Global Reporting Initiative (GRI).
-
The affiliated Jiangxi Yadong Cement Co., Sichuan Yadong Cement Co., Hubei Yadong Cement Co., Huanggang Yadong Cement Co., and Wuhan Yaxin Cement Co., have awarded ISO-14001 certification.
5.4.2 Air Pollution Prevention
-
One of the main environmental concerns relating to cement production is air pollution caused by the dust generated from production processes. Therefore, the work of dust disposal is an important duty, not only to prevent air pollution, but also to reduce the loss of raw materials and finished products. Consequently, ACC has always emphasized on the efficiency of dust collection equipment.
-
For increasing dust preventive facilities, Hsinchenshan Mine of the Hualien plant had built 440meters-long fully-closed belt conveyor in 2015, which could completely prevent dust shed or spread, moreover, the Hualien plant has set up dustproof net outside of the belt conveyor and continued to build 180-meters-long fully-closed belt conveyor in 2016.
-
At present, ACC's Hualian plant has 9 electrostatic precipitators and 80 bag filters, with a total investment cost of NT $950 million.
-
The good maintenance of above equipment ensures dust collection efficiency which is within the legal limit. Consequently, the quality of air around the plants is higher than national standard. As a result, the Environmental Protection Administration (EPA) especially recognized the two plants as environmental protection demonstration plants.
-
In particular, the amount of dust including chimney emissions measured by environmental protection agencies at the Hualien plant was less than 25 milligrams/m[3] , which was far better than national standard. The plant was awarded by the Chinese National Federation of Industries for its excellent performance of preventing industrial pollution. In addition, the Hualien plant was listed by the EPA as one of the top 10 factories in pollution prevention and has received the Enterprise Environmental Protection Award for three years in a row.
5.4.3 Greening and Beautification for Quarry Restoration
-
Both Hsinchu and Hualien plants have implemented measures for soil conservation and taken actions to green the environment by planting trees and other vegetation. For many years, the Hualien plant promotes the cultivation of the native species of trees for greening the quarry and the plant.
-
As of 2020, the green restoring area is 66.8 acres which is 76.96% of the quarry, while exploiting operation area is 20.0 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
-108-
could grow up to 4 meters high.
-
Due to Hualien Plant’s dedication of environmental protection and engaging in community activities, the Taroko National Park cooperates with the Company to preserve native species of trees for greening and beatification of the National Park and environment guidance.
-
In 2007, the Hualien Plant was awarded for the excellent performance in the project of “promoting green communities” by the Environmental Protection Administration. The Hualian plant was awarded the “Asia Responsible Enterprise Awards” by the Enterprise Asia for three years form 2017~2019.
5.4.4 Major Environmental Protection Work in the Future
-
Reinforcing and ensuring the normal operation of environmental facilities.
-
Practicing in industry waste reduction; avoiding pollution.
-
Improving the greening rate in factory and quarry areas.
-
Utilizing wastes as resources to take social responsibilities.
-
Endlessly enhancing the environmental measures and techniques; expecting to reach the goal of “zero pollution”.
5.4.5 Fulfill Social Responsibilities
-
The Company volunteered to take care of greenbelts and pavements alone the Dun-Hua South Road and An-He Road over a long period of time to fulfill its social responsibilities and strengthen relations with neighborhood.
-
Since 2001 on, Hualien plant has annually participated in local festivals such as lily blossom in Buluowan held by the Taroko National Park and donated potted flowers and plants for all visitors.
-
For our neighbors’ traffic safety, the Hualien plant has regularly sponsored Xincheng Branch of the Hualien County Police Office to renew police stands and street lamps.
-
The Company will also sponsor local activities and facilities of the villages and towns nearby the Hsinchu and Hualien plant.
-
Employees are encouraged to serve as hospital volunteers.
-
Based on ACC corporate philosophy of “feeding back to society whatever takes from society,” the Company sponsors Far Eastern Medical Foundation, Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation, and Far Eastern Memory Foundation and participates in all kinds of public service activities.
5.5 Labor Relations
The Company complies with every regulation of labor relationship. Due to the excellent labor relations, there were no damages or penalties causing from labor disputes.
- According to law, The Company has Industrial Welfare Committee to allot welfare fund for staffs and conduct many welfare-related activities. In factory, we have basketball courts, tennis courts, badminton courts, table tennis courts, and swimming pools, etc., as staff's recreational facilities. Health examination, group insurance, subsidies for employee’s education, trips, and clubs are
-109-
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.
- 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, digital transformation, and sustainable development etc. In 2020, we will implement a series of training to accelerate the cultivation of new talents, as well as internal lecturer training, so that the company’s inheritance will be more institutionalized, and the new talents can quickly integrate with the Company’s development. 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 2020, the high-potential leadership training program was continuously implemented, covering all middle and high-level supervisors of all subsidiaries of the Asia Cement, with a total of 12 hours of training courses. Since 2014, after intensive 225-hour course training, 30 high-level conference internships, and 30 seminars, more than half of the training talents have been promoted. The program also has a training mechanism to enable these potential successors to continue learning to make sure under the increasingly severe environmental challenges of the company, more backbone talents can lead the organization to continue to develop.
Furthermore, Human Resource Department holds reading club, inviting a professional lecturer monthly to guide reading and facilitate discussion, encouraging employees to absorb new concepts and sharing knowledge.
In 2020, totally 757 training courses were held for ACC employees, roughly 13,527 participants; the relevant expenditures amounted to NT$ 2.37 million.
- The “Employment Rules of Asia Cement Corporation” articulates regulations in connection with appointment, service, assessment, and rewards as well as punishments, promotion, retirement, and compensation, etc. In order to guarantee the rights relating to retirement and compensation,
-110-
in accordance with the law the Company sets up Supervisory Committee of the Labor Retirement Fund, allocates work’s retirement reserve fund into the special account managed by assigned institutions, regularly convenes the supervisory committee, and audits the allocation and practice of work’s retirement reserve fund. In addition, in compliance with Labor Pension Act, the Company monthly set aside pension fund for the employees who choose to be subject to the pension mechanism.
- The Company’s management philosophy “Sincerity, Diligence, Thrift, Prudence and innovation” has been firmly in every employee’s heart. “Sincerity” implies honest and enthusiasm. “Diligence” indicates dedication. “Thrift” signifies frugality and modesty. “Prudence” represents deliberation and accuracy. In short, one important corporate culture of ACC is that every job should be done thoroughly, precisely, and perfectly.
In “Employment Rules of Asia Cement Corporation” mentioned above, the chapter 4 ‘Service’, and chapter 7 ‘Assessment, Reward, Punishment, and Promotion’ clearly illustrate the principles of conduct. In terms of management, besides emphasizing staff self-discipline, the Company also asks every department managers to take responsibilities of educating, advising, and leading their subordinates, which enables employees to fully understand the behavior and ethics criteria. For better compliance with corporation governance, the Company has also enacted “Codes of Ethical Conduct” and “Principles for Ethical Management”.
-
Policies of labor safety and health
-
A. Management in Labor Safety and Health
The Company’s policy of labor safety and health is based on the following vision-“protecting labor safety, improving occupational environment, and building up friendly workplace.” Also, we comply with Labor Safety and Health Act, carry out systematical management in occupational health and safety, and implement identification of the hazardous factors, risk evaluation and control in workplace. Besides setting up safety standards and developing safety management system, the safety-related training courses, such as prevention of hidden dangers, emergency response planning, and safety self-management are regularly and irregularly held, to ensure that all employees can obey safety related rules and operate safety equipment and protective outfits well.
In February 2009, the Hualien plant has passed TOSHMS (Taiwan Occupational Safety and Health Management System). The "CNS15506: 2011 Taiwan Occupational Safety and Health Management System" and "OHSAS18001: 2007 Occupational Safety and Health Management System" currently implemented by Hualien Plant were evaluated and approved by the Foundation for Research and Development of Metal Industry Research and Development Center on June 28, 2016. Its effective period is to June 27, 2019. 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.
-111-
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 noncompliance 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 readopted. The Company will amend the SOP, implement training, and introduce new types of equipment to increase the labor safety.
Since March 2018, the Company has implemented the "Intensive Occupational Safety and Health Management Improvement Plan". As of March 2021, there have been no major occupational accidents in the three-year period, but there are still 2 general occupational accidents between February and March 2020. After investigation and analysis, most of them were from unsafe behaviors of workers. In addition to improving the safety of machinery and equipment, the Company also implement education, training, and safety observation to enhance workers’ safety awareness. The company is continuing to implement improvement plans , such as joining Safety Partner Program of Taiwan Cement Manufacturer’s Association and the Occupational Safety and Health Department. The Company will continue to improve with the goal of zero disasters, hoping to build a corporate safety culture.
- B. Workplace environment and labor safety protection
To assure employee safety and health, protect the assets of the Company, and make comfortable and safe workplace, based on safety-related rules, we have the following active measures:
a. Following procurement to assure the intrinsic safety of raw materials and equipment:
Conforming to the safety and health standard is the essential consideration of purchasing raw materials and equipment to assure the intrinsic safety of manufacture procedure, products, and equipment.
- b. General safety management, training courses, and related auditing:
We monthly hold safety and health committee and safety-related courses for employees and contractors to make sure that everyone working with ACC fully understands the possible hazardous factors and prevention measures in workplace, and obeys safety-related standards to preclude the occurrence of any disaster. Also, by means of “the walking around management” and frequently patrols, we investigate flaws and also improve them to assure the effective operation in safety management.
c. Workplace environmental monitoring system and usage of protective outfits:
All plants regularly monitor noise, high temperature, and radiation around workplace, so the unusual condition can be immediately detected and eliminated. Also, all employees can be protected from possible dangers by protective outfits designed for different hidden
-112-
hazardous factors in workplace.
- d. Health Care Management for Employees:
All plants set up medical offices with nursing staff and contracted doctors, and prepare emergency medicine, equipment, and supplies. According to related rules, all employees regularly accept health assessment and carry out health care management.
- e. Emergency Drills and Exercises
All plants shall regularly exercise emergency response drills by following their emergency response plan. All employees shall be familiar with relevant details, which ensures the losses could be minimized in case of emergency.
-
ACC has enjoyed harmonious relations between management and employees for years. Employees devoted their time and hard work to the Company. In recent years, the Company's continuous excellent performance of sales and production is a proof of employees' effort. The Company's work and employment regulations are based on the Labor Law and in some cases even exceed the minimum requirements of the law. Besides reasonable payment, ACC gives seasonal bonuses to encourage clinker production, attendance award, and cost and resourcesaving 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.
-
In the most recent year and up to the date of publication of the annual report, losses suffered due to labor disputes: none.
5.6 Major Contracts
| Type of Contract | Contracting Party | Contract Duration |
Primary Contents | Restrictive Clauses |
|---|---|---|---|---|
| Bank long-term loan/guarantee |
Mizuho Corporate Bank, Taipei Branch |
2021/03~2023/03 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
BNP PARIBAS Taipei Branch |
2021/03~2023/03 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
SMBC Bank Taipei Branch | 2021/03~2023/03 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
First Commercial Bank. Tung-Hwa Branch |
2021/01~2023/01 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Hwa Nan Commercial Bank. Tung-Hwa Branch |
2021/01~2023/01 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term secured loan |
Far Eastern International Bank Business Dept. |
2020/12~2023/12 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Yuanta Commercial Bank | 2020/12~2022/12 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Bank of Taiwan Wu-Chang Branch |
2020/11~2022/11 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
DBS Bank (Taiwan) Ltd | 2020/10~2022/10 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Land Bank of Taiwan Co., Ltd. Tung-Hwa Branch |
2020/09~2022/09 | Interest paid monthly, principal repaid at maturity |
None |
-113-
| Type of Contract | Contracting Party | Contract Duration |
Primary Contents | Restrictive Clauses |
|---|---|---|---|---|
| Bank long-term unsecured loan |
KGI Bank | 2020/09~2022/09 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Chang Hwa Bank Tung-Hwa Branch |
2020/08~2022/08 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
E.Sun Commercial Bank | 2020/07~2022/07 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Bank of China Taipei Branch | 2020/07~2022/07 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term unsecured loan |
Mega International Commercial Bank Foreign Dept. |
2020/06~2022/06 | Interest paid monthly, principal repaid at maturity |
None |
| Bank long-term secured loan |
Mega International Commercial Bank Foreign Dept. |
2020/06~2022/06 | 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 |
| Long term raw materialsupply |
BB Co., | 2020/01~2020/12 | Contract of Coal Purchase | None |
| Long term raw materialsupply |
Chung Ling Co. | 2020/07~2021/03 | Contract of Clay Purchase | None |
| Long term raw materialsupply |
FULL MAX (Gypsum) | 2020/01~2020/12 | Contract of Gypsum Purchase | None |
| Long term service provider |
Anhe Enterprise | 2020/01~2020/12 | Contract of service | None |
| Long term construction serviceprovider |
Yuantai Corp. | 2020/01~2021/06 | Contract of construction service | None |
-114-
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 | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current Assets | 42,148,568 | 50,262,702 | 80,358,506 | 89,242,066 | 87,023,947 | |
| Property, Plant and Equipment | 58,832,486 | 53,738,838 | 52,549,341 | 50,681,281 | 52,820,212 | |
| Intangible Assets | 4,866,642 | 4,552,561 | 3,694,783 | 7,000,317 | 7,254,262 | |
| Other Assets | 132,623,089 | 138,510,247 | 142,585,368 | 150,354,848 | 149,988,434 | |
| Total Assets | 238,470,785 | 247,064,348 | 279,187,998 | 297,278,512 | 297,086,855 | |
| Current Liabilities |
Before Apportioned | 40,857,530 | 53,948,167 | 62,804,294 | 74,335,619 | 64,027,610 |
| After Apportioned | 43,882,832 | 57,981,903 | 72,216,346 | 84,419,961 | - | |
| Non-current | Liabilities | 56,950,034 | 47,319,817 | 57,335,358 | 53,493,855 | 63,172,293 |
| Total Liabilities |
Before Apportioned | 97,807,564 | 101,267,984 | 120,139,652 | 127,829,474 | 127,199,903 |
| After Apportioned | 100,832,866 | 105,301,720 | 129,551,704 | 137,913,816 | - | |
| Equity Attributable To Owners Of The Corporation |
122,663,077 | 127,435,565 | 137,892,226 | 146,067,358 | 147,768,559 | |
| Share Capital | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | |
| Capital Surplus | 1,167,881 | 1,168,692 | 1,362,554 | 1,456,054 | 1,492,584 | |
| Retained Earnings |
Before Apportioned | 91,599,413 | 94,196,274 | 99,918,986 | 108,564,355 | 111,583,496 |
| After Apportioned | 88,574,111 | 90,162,538 | 90,506,934 | 98,480,013 | - | |
| Other Equity | (3,718,689) | (1,543,873) | 2,996,214 | 2,432,477 | 1,078,007 | |
| Non-Controlling Interests | 18,000,144 | 18,360,799 | 21,156,120 | 23,381,680 | 22,118,393 | |
| Total Equity |
Before Apportioned | 140,663,221 | 145,796,364 | 159,048,346 | 169,449,038 | 169,886,952 |
| After Apportioned | 137,637,919 | 141,762,628 | 149,636,294 | 159,364,696 | - |
115
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 | ||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating Revenue | 60,946,190 | 64,899,248 | 82,741,004 | 89,347,637 | 78,240,880 |
| Realized Gross Profit | 8,588,274 | 10,170,478 | 21,171,461 | 25,586,317 | 23,329,476 |
| Profit From Operations | 6,233,048 | 7,436,716 | 18,153,110 | 22,063,176 | 19,670,138 |
| Non-operating Income And Expenses |
243,541 | 1,062,443 | 2,217,008 | 6,330,006 | 4,473,745 |
| Income Before Income Tax | 6,476,589 | 8,499,159 | 20,370,118 | 28,393,182 | 24,143,883 |
| Net Profit For The Period | 4,683,297 | 6,665,541 | 14,889,197 | 22,243,953 | 18,773,807 |
| Other Comprehensive Income,Net |
(14,688,396) | 2,119,539 | 1,436,173 | (617,304) | (1,189,331) |
| Total Comprehensive Income For The Period |
(10,005,099) | 8,785,080 | 16,325,370 | 21,626,649 | 17,584,476 |
| Net Profit Attributable To Owner Of The Company |
3,945,769 | 5,469,007 | 11,117,094 | 17,459,673 | 14,710,486 |
| Net Profit Attributable To Non-ControllingInterests |
737,528 | 1,196,534 | 3,772,103 | 4,784,280 | 4,063,321 |
| Total Comprehensive Income Attributable To Owner Of The Company |
(9,550,011) | 7,895,746 | 12,811,353 | 17,652,536 | 13,255,580 |
| Total Comprehensive Income Attributable To Non-ControllingInterests |
(455,088) | 889,334 | 3,514,017 | 3,974,113 | 4,328,896 |
| Earnings Per Share | 1.26 | 1.74 | 3.54 | 5.56 | 4.70 |
116
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 | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current Assets | 8,560,664 | 8,969,876 | 10,164,679 | 10,880,961 | 11,779,434 | |
| Property, Plant and Equipment | 5,142,099 | 4,665,393 | 4,374,050 | 4,234,288 | 4,137,094 | |
| Intangible Assets | 10,287 | 8,948 | 8,344 | 4,957 | 3,171 | |
| Other Assets | 157,629,856 | 166,201,481 | 178,284,025 | 188,820,293 | 199,978,546 | |
| Total Assets | 171,342,906 | 179,845,698 | 192,831,098 | 203,940,499 | 215,898,245 | |
| Current Liabilitie s |
Before Apportioned | 8,016,448 | 15,051,567 | 17,648,284 | 16,273,235 | 14,682,102 |
| After Apportioned | 11,041,750 | 19,085,303 | 27,060,336 | 26,357,577 | - | |
| Non-current Liabilities | 40,663,381 | 37,358,566 | 37,290,588 | 41,599,906 | 53,447,584 | |
| Total Liabilitie s |
Before Apportioned | 48,679,829 | 52,410,133 | 54,938,872 | 57,873,141 | 68,129,686 |
| After Apportioned | 51,705,131 | 56,443,869 | 64,350,924 | 67,957,483 | - | |
| Share Capital | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | 33,614,472 | |
| Capital Surplus | 1,167,881 | 1,168,692 | 1,362,554 | 1,456,054 | 1,492,584 | |
| Retained Earnings |
Before Apportioned | 91,599,413 | 94,196,274 | 99,918,986 | 108,564,355 | 111,583,496 |
| After Apportioned | 88,574,111 | 90,162,538 | 90,506,934 | 98,480,013 | - | |
| Other Equity | (3,718,689) | (1,543,873) | 2,996,214 | 2,432,477 | 1,078,007 | |
| Total Equity |
Before Apportioned | 122,663,077 | 127,435,565 | 137,892,226 | 146,067,358 | 147,768,559 |
| After Apportioned | 119,637,775 | 123,401,829 | 128,480,174 | 135,983,016 | - |
117
UNIT: NT$1,000
6.1.4 Separate Statements Of Comprehensive Income
| Year Item |
Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary | Five-Year Financial Summary |
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating Revenue | 9,917,334 | 8,186,867 | 8,732,236 | 8,985,917 | 8,991,169 |
| Realized Gross Profit | 1,288,995 | 670,927 | 256,534 | 469,483 | 1,061,298 |
| Profit From Operations | 758,915 | 148,282 | (393,973) | (212,675) | 510,628 |
| Non-operating Income And Expenses |
3,792,066 | 5,253,097 | 12,588,705 | 18,368,775 | 14,952,902 |
| Income Before Income Tax | 4,550,981 | 5,401,379 | 12,194,732 | 18,156,100 | 15,463,530 |
| Net Profit For The Year | 3,945,769 | 5,469,007 | 11,117,094 | 17,459,673 | 14,710,486 |
| Other Comprehensive Income , Net |
(13,495,780) | 2,426,739 | 1,694,259 | 192,863 | (1,454,906) |
| Total Comprehensive Income For The Year |
(9,550,011) | 7,895,746 | 12,811,353 | 17,652,536 | 13,255,580 |
| Earnings Per Share | 1.26 | 1.74 | 3.54 | 5.56 | 4.70 |
6.1.5 Auditors’ Opinions from 2016 to 2020
| Year | CPA's Name | Audit Opinion |
|---|---|---|
| 2016 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2017 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion |
| 2018 | Li Wen Kuo、You Wei Fan |
Unqualified Opinion with Emphasis of Matter Paragraphs and Other Matter Paragraphs |
| 2019 | Shin Wei Dai、You Wei Fan |
Unqualified Opinion with Other Matter Paragraphs |
| 2020 | Shin Wei Dai、You Wei Fan |
Unqualified Opinion with Other Matter Paragraphs |
118
6.2 Financial Analysis
6.2.1 Consolidated Financial Statements
| Item | Year | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Capital Structure Analysis |
Debts Ratio (%) | 41.01 | 40.99 | 43.03 | 43.00 | 42.82 |
| Long-term Fund to Property, Plant and Equipment (%) |
335.89 | 359.36 | 411.77 | 439.89 | 441.23 | |
| Liquidity Analysis |
Current Ratio (%) | 103.16 | 93.17 | 127.95 | 120.05 | 135.92 |
| Quick Ratio (%) | 86.22 | 80.98 | 112.34 | 109.57 | 125.61 | |
| Times Interest Earned (Times) | 4.95 | 5.80 | 13.17 | 16.60 | 21.75 | |
| Operating Performance Analysis |
Average Collection Turnover (Times) | 3.85 | 3.96 | 3.99 | 3.95 | 4.05 |
| Days Sales Outstanding | 95 | 92 | 91 | 92 | 90 | |
| Average Inventory Turnover (Times) | 7.35 | 8.11 | 7.52 | 7.25 | 7.63 | |
| Average Payment Turnover (Times) | 6.64 | 7.30 | 7.73 | 5.85 | 4.76 | |
| Average Inventory Turnover Days | 50 | 45 | 49 | 50 | 48 | |
| Property, Plant and Equipment Turnover (Times) |
0.97 | 1.15 | 1.56 | 1.73 | 1.51 | |
Total Assets Turnover (Times) |
0.24 | 0.27 | 0.31 | 0.31 | 0.26 | |
| Profitability Analysis |
Return on Total Assets (%) | 2.38 | 3.35 | 6.17 | 8.22 | 6.63 |
| Return on Shareholders’ Equity (%) | 3.17 | 4.65 | 9.77 | 13.54 | 11.07 | |
| Pre-tax Income to Paid-in Capital Ratio (%) |
19.27 | 25.28 | 60.60 | 84.47 | 71.83 | |
Net Margin (%) |
7.68 | 10.27 | 17.99 | 24.90 | 23.99 | |
| Basic Earnings Per Share (NT$) | 1.26 | 1.74 | 3.54 | 5.56 | 4.70 | |
| Cash Flow | Cash Flow Ratio (%) | 31.37 | 15.09 | 14.75 | 50.14 | 30.64 |
| Cash Flow Adequacy Ratio (%) | 126.91 | 133.25 | 127.58 | 180.16 | 172.32 | |
| Cash Reinvestment Ratio (%) | 4.43 | 2.49 | 2.24 | 11.73 | 3.79 | |
| Leverage | Operating Leverage | 1.87 | 1.70 | 1.27 | 1.28 | 1.25 |
| Financial Leverage | 1.36 | 1.31 | 1.10 | 1.09 | 1.06 | |
| Analysis of deviation of 2020 vs. 2019 over 20%: The increase in Times Interest Earned was mainly due to the decrease of interest expense in 2020. The decrease in Cash Flow Ratio and Cash Reinvestment Ratio were mainly due to the decrease in cash provided by operatingactivities in 2020. |
119
6.2.2 Separate Financial Statements
| Item | Year | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) | Financial Analysis (2016~2020) |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Capital Structure Analysis |
Debts Ratio (%) | 28.41 | 29.14 | 28.49 | 28.38 | 31.56 |
| Long-term Fund to Property, Plant and Equipment (%) |
3,176.26 | 3,532.27 | 4,005.05 | 4,432.09 | 4,863.71 | |
| Liquidity Analysis |
Current Ratio (%) | 106.79 | 59.59 | 57.60 | 66.86 | 80.23 |
| Quick Ratio (%) | 90.84 | 50.93 | 48.17 | 57.37 | 70.79 | |
| Times Interest Earned (Times) | 13.34 | 17.29 | 37.73 | 50.16 | 43.36 | |
| Operating Performance Analysis |
Average Collection Turnover (Times) | 11.10 | 9.37 | 8.92 | 8.43 | 8.64 |
| Days Sales Outstanding | 33 | 39 | 41 | 43 | 42 | |
| Average Inventory Turnover (Times) | 6.07 | 5.83 | 5.72 | 5.30 | 5.41 | |
Average Payment Turnover (Times) |
5.30 | 4.92 | 5.44 | 5.18 | 4.45 | |
| Average Inventory Turnover Days | 60 | 63 | 64 | 69 | 67 | |
| Property, Plant and Equipment Turnover (Times) |
1.91 | 1.67 | 1.93 | 2.09 | 2.15 | |
Total Assets Turnover (Times) |
0.05 | 0.05 | 0.05 | 0.05 | 0.04 | |
| Profitability Analysis |
Return on Total Assets (%) | 2.36 | 3.27 | 6.11 | 8.95 | 7.15 |
| Return on Shareholders’ Equity (%) | 3.05 | 4.37 | 8.38 | 12.30 | 10.01 | |
| Pre-tax Income to Paid-in Capital Ratio (%) |
13.54 | 16.07 | 36.28 | 54.01 | 46.00 | |
Net Margin (%) |
39.79 | 66.8 | 127.31 | 194.30 | 163.61 | |
| Basic Earnings Per Share (NT$) | 1.26 | 1.74 | 3.54 | 5.56 | 4.70 | |
| Cash Flow | Cash Flow Ratio (%) | 54.45 | 21.99 | 18.45 | 47.97 | 47.31 |
| Cash Flow Adequacy Ratio (%) | 87.14 | 92.22 | 88.37 | 83.03 | 80.17 | |
| Cash Reinvestment Ratio (%) | 0.46 | 0.19 | (0.49) | (0.94) | (1.71) | |
| Leverage | Operating Leverage | 1.85 | 5.29 | Note1 | Note1 | 1.94 |
| Financial Leverage | 1.95 | (0.81) | Note2 | Note2 | 3.51 | |
| Analysis of deviation of 2020 vs. 2019 over 20%: The increase in Current Ratio and Quick Ratio were mainly due to the decrease of current liabilities and the increase of current assets. The decrease in Return on Total Assets was mainly due to the decrease of net income in 2020. The decrease in Cash Reinvestment Ratio was mainly due to the decrease of cash provided by operating activities and the increase of cash dividends paid in 2020. The increase in Operating Leverage and Financial Leverage were mainly due to the increase of income from operations in 2020. |
Note1 : The ratio was equal or less than zero. Note2 : The ratio was not calculated due to operating loss.
120
*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
-
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
-
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)
121
6.3 Audit Committee’s Review Report on the 2020 Financial Statements
To: The 2021 Regular Shareholders’ Meeting
The Board of Directors has prepared the Company’s 2020 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: Yun-Pen Chu
May 13, 2021
122
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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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.
123
The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 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 10 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:
-
We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.
-
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.
-
We tested the recoverability of the trade receivables by vouching cash receipts after the balance sheet date.
-
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 17 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:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
-
124 -
-
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, 2020 and 2019. 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, 2020 and 2019, the aggregate carrying value of the equity-method investments in CSCGL was NT$14,380,609 thousand and NT$12,024,837 thousand, respectively, representing 5% and 4% of the consolidated total assets. For the years ended December 31, 2020 and 2019, the share of profit or loss of CSCGL was NT$2,146,467 thousand and NT$2,211,559 thousand, respectively, representing 9% and 8%, 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, 2020 and 2019 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.
- 125 -
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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, 2020 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.
- 126 -
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 31, 2021
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 Chineselanguage independent auditors’ report and consolidated financial statements shall prevail.
- 127 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 35) 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 36) Financial assets at amortized cost - current (Notes 6, 9, 35 and 36) Contract assets - current (Notes 28 and 35) Notes receivable Third parties Trade receivables Third parties (Notes 10 and 11) Related parties (Notes 10 and 35) Other receivables (Notes 35) Current tax assets (Note 30) Inventories (Note 12) Prepayments (Notes 35) Other current assets (Note 20) Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 14, 35 and 36) Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 36) Financial assets at amortized cost - non-current (Notes 6, 9, 35 and 36) Property, plant and equipment (Notes 15 and 36) Right-of-use assets (Notes 16 and 35) Investment properties (Notes 17 and 36) Intangible assets (Notes 18 and 19) Deferred tax assets (Note 30) Finance lease receivables - non-current (Note 11) Other non-current assets (Notes 20 ,26 and 35) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 21 and 35) Short-term bills payable (Note 22) Financial liabilities at fair value through profit or loss - current (Notes 7 and 35) Contract liabilities - current (Notes 28) Accounts payable and accrued expenses Third parties (Note 19) Related parties (Note 35) Dividends and bonuses payable Other payables - others Current tax liabilities (Note 30) Provisions - current (Note 25) Lease liabilities - current (Notes 16 and 35) Deferred revenue - current (Note 24) Current portion of long-term liabilities (Notes 23 and 35) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 23) Long-term borrowings (Notes 23 and 35) Provisions - non-current (Notes 20, 25 and 37) Deferred tax liabilities (Note 30) Lease liabilities - non-current (Note 16 and 35) Deferred revenue - non-current (Note 24) Net defined benefit liabilities - non-current (Note 26) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 27) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS (Notes 27 and 32) Total equity TOTAL |
2020 Amount % $ 25,911,732 9 14,864,809 5 4,252,727 2 16,575,640 6 98,607 - 7,046,851 2 8,850,968 3 650,797 - 580,809 - 9,434 - 6,596,268 2 1,050,301 - 535,004 - 87,023,947 29 84,873,235 29 11,127,995 4 52,778 - 52,820,212 18 4,938,963 2 36,589,248 12 7,254,262 2 690,705 - 7,392,214 3 4,323,296 1 210,062,908 71 $ 297,086,855 100 $ 19,214,889 7 13,881,948 5 425,693 - 1,117,842 - 9,316,509 3 247,171 - 238,361 - 139,378 - 2,954,930 1 52,000 - 222,101 - 75,912 - 16,140,876 6 64,027,610 22 38,800,000 13 10,944,833 4 749,480 - 10,115,317 4 1,158,824 - 771,981 - 173,189 - 458,669 - 63,172,293 21 127,199,903 43 33,614,472 11 1,492,584 1 18,473,057 6 65,267,773 22 27,842,666 10 111,583,496 38 1,078,007 - 147,768,559 50 22,118,393 7 169,886,952 57 $ 297,086,855 100 |
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 - 9,991,422 3 1,264,765 1 847,893 - 164,208 - 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 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
- 128 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 28 and 35) OPERATING COSTS (Notes 12, 29 and 35) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 29 and 35) Expected credit loss (Note 10) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income (Note 29) Other gains and losses (Note 29) Finance costs (Note 29) Share of profit of associates and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 30) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE LOSS, NET Items that will not be reclassified subsequently to profit or loss: Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans |
2020 Amount % $ 78,240,880 100 54,911,404 70 23,329,476 30 - - 23,329,476 30 3,115,420 4 543,918 1 3,659,338 5 19,670,138 25 1,085,263 1 999,556 1 (1,086,933) (1) (1,163,645) (1) 4,639,504 6 4,473,745 6 24,143,883 31 5,370,076 7 18,773,807 24 (978,258) (1) (64,126) - |
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 1,126,001 1 872,599 1 661,654 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 1,193,292 1 486,711 1 (Continued) |
- 129 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Share of other comprehensive (loss) 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 Share of other comprehensive loss of associates and joint ventures Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 31) Basic Diluted |
2020 Amount % $ (254,143) (1) (1,296,527) (2) 885,825 1 (778,629) (1) 107,196 - (1,189,331) (2) $ 17,584,476 22 $ 14,710,486 19 4,063,321 5 $ 18,773,807 24 $ 13,255,580 17 4,328,896 5 $ 17,584,476 22 $ 4.70 $ 4.41 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 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 |
||||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
(Concluded)
- 130 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 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 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends - $3 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, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Actual acquisition of interests in subsidiaries Changes in percentage of ownership interests in subsidiaries 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, 2020 |
Equity Attributable to O | wne | **rs of the Corporation ** | Non-controlling Total Interests $ 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 - - - - (10,084,341 ) - - - 36,112 - 14,710,486 4,063,321 (1,454,906 ) 265,575 (1,424,502 ) (3,966,552 ) (20,704 ) 20,704 - (1,646,335 ) - - (60,944) - $ 147,768,559 $ 22,118,393 |
Total Equity $ 158,905,242 - - (9,412,052 ) 93,500 22,243,953 (617,304 ) (1,748,520 ) - (15,781) 169,449,038 - - (10,084,341 ) - 36,112 18,773,807 (1,189,331 ) (5,391,054 ) - (1,646,335 ) - (60,944) $ 169,886,952 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Issued Amount Capital Surplus $ 33,614,472 $ 1,362,554 - - - - - - - 93,500 - - - - - - - - - - 33,614,472 1,456,054 - - - - - - - - - 36,112 - - - - - 418 - - - - - - - - $ 33,614,472 $ 1,492,584 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 1,745,968 - (1,745,968 ) - 804,347 (804,347 ) - - (10,084,341 ) - - - - - - - - 14,710,486 - - (103,026 ) - - (1,424,920 ) - - (20,704 ) - - - - - 2,590 - - (60,944 ) $ 18,473,057 $ 65,267,773 $ 27,842,666 |
Other Equity | Total Other Equity $ 2,996,214 - - - - - (484,026 ) - (79,711 ) - 2,432,477 - - - - - - (1,351,880 ) - - - (2,590 ) - $ 1,078,007 |
||||||||
| Exchange Differences on Unrealized Gain (Loss) on Translating the Financial Financial Assets at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (2,641,364 ) $ 5,268,916 - - - - - - - - - - (3,271,837 ) 2,719,118 - - - (79,711 ) - - (5,913,201 ) 7,908,323 - - - - - - - - - - - - (195,754 ) (1,491,574 ) - - - - - - - (2,590 ) - - $ (6,108,955) $ 6,414,159 |
Gains on Property Revaluation $ 307,728 - - - - - 77,486 - - - 385,214 - - - - - - 331,756 - - - - - $ 716,970 |
Cash Flow Hedges $ 60,934 - - - - - (8,793 ) - - - 52,141 - - - - - - 3,692 - - - - - $ 55,833 |
||||||||||
| Shares 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 31, 2021)
- 131 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| 2020 | 2019 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 24,143,883 | $ 28,393,182 |
| Adjustments for: | ||
| Depreciation expenses | 4,628,688 | 4,827,418 |
| Amortization expenses | 318,863 | 1,292,725 |
| Expected credit loss recognized on trade receivables | 543,918 | 191,031 |
| Net loss (gain) on fair value changes of financial assets and | ||
| liabilities designated as at fair value through profit or loss | 240,993 | (1,129,040) |
| Finance costs | 1,163,645 | 1,820,623 |
| Interest income | (1,085,263) | (1,126,001) |
| Dividend income | (786,481) | (761,309) |
| Share of loss of associates and joint ventures | (4,639,504) | (5,490,375) |
| Loss on disposal of property, plant and equipment | 72,151 | 44,225 |
| Loss on disposal of intangible assets | 1,886 | - |
| Gain on disposal of financial assets | (306,543) | (365,192) |
| (Gain) Loss on disposal of investments accounted for using equity | ||
| method | (2,774) | 5,761 |
| Impairment loss recognized on property, plant and equipment | 13,212 | - |
| Write-downs (reversal) of inventories | 8,690 | (18,619) |
| Realized gain on transactions with associates | (3,997) | - |
| Unrealized gain on foreign exchange | (121,120) | (295,492) |
| Gain on changes in fair value of investment properties | (237,856) | (197,647) |
| Loss on disposal of subsidiaries | 58,871 | - |
| Gains on modification of lease | (8,743) | - |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through | ||
| profit or loss | (9,769,641) | 5,660,259 |
| Contract assets | (30,195) | 79,116 |
| Notes receivable | 4,193,907 | 1,351,524 |
- 132 -
| 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 Interests paid Income tax paid |
1,548,211 (69,801) 1,221,677 730,120 (44,399) 130,407 (614,462) 33,048 (11,295) (75,912) 21,244,184 1,021,397 3,938,949 (1,106,774) (5,482,574) |
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 (1,803,500) (4,796,169) |
|---|---|---|
(Continued)
- 133 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Proceeds from (Purchase of) financial assets at amortized cost Acquisition of associates Net cash inflow on disposal of associates Increase in long-term prepayments for investment Net cash inflow on disposal of subsidiaries Proceeds from capital reduction of investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in advance receipt for investment Decrease in refundable deposits Payments for intangible assets Payments for right-of-use assets Payments for investment properties (Increase) Decrease in other non-current assets Proceeds from disposal of right-of-use assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings (Decrease) Increase in short-term bills payable |
2020 $ 19,615,182 (1,597,817) 909,341 5,931,149 (6) 2,774 (67,474) (2,857) 16,467 (6,293,577) 189,913 150,000 69,924 (3,779,208) (66,453) (2,343) (37) 34,143 (4,506,061) (4,390,372) (5,050,100) |
2019 $ 37,271,901 (275,281) - (8,715,533) (3,326,114) 63,008 (11,224) - - (3,754,851) 37,708 - 596,780 (58,941) - (27,224) 5,300 - (15,466,372) (704,248) 369,075 |
|---|---|---|
- 134 -
| Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Increase in other non-current liabilities Dividends paid Acquisition of additional interests in subsidiaries Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
28,800,000 10,000,000 (3,000,000) (4,000,000) 64,307,163 86,653,202 (77,052,903) (92,064,122) (281,771) (10,073) (236,111) (267,792) 15,717 21,680 (10,084,585) (9,412,164) (5,391,054) - (1,646,335) (1,748,520) (14,010,351) (11,162,962) 77,467 (836,483) (Continued) |
|---|---|
- 135 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| 2020 | 2019 | |||
|---|---|---|---|---|
| NET INCREASE IN CASH AND CASH EQUIVALENTS | $ | 1,176,237 | $ | 9,806,084 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE | ||||
| YEAR | 24,735,495 |
14,929,411 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ | 25,911,732 |
$ | 24,735,495 |
| The accompanying notes are an integral part of the consolidated financial | statements. | |||
| (With Deloitte & Touche auditors’ report dated March 31, 2021) | (Concluded) |
- 136 -
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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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, 2020 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
- 137 -
subsidiaries are as follows:
-
We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.
-
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.
-
We tested the recoverability of the trade receivables by vouching cash receipts after the balance sheet date.
-
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:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
-
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, 2020 and 2019. 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, 2020 and 2019, the aggregate carrying value of the equity-method investments in CSCGL was NT$ 14,380,091 thousand and NT$12,022,105 thousand, respectively, representing 7% and 6%, respectively, of the total assets. For the years ended December 31, 2020 and 2019, the share of profit or loss of CSCGL was NT$ 2,146,187 thousand and NT$2,211,060 thousand, respectively, representing 14% and 12%, 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
- 138 -
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
- 139 -
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, 2020 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 31, 2021
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.
- 140 -
ASIA CEMENT CORPORATION
BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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, 9 and 30) Notes receivable Third parties Trade receivables Third parties (Note 10) Related parties (Notes 10 and 30) Other receivables (Note 30) Inventories (Note 11) Prepayments (Note 17) Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 12 , 30 and 31) Financial assets at fair value through other comprehensive income - non-current (Note 8) Property, plant and equipment (Notes 13, 30 and 31) Right-of-use assets (Note 14) Investment properties (Notes 15, 30 and 31) Intangible assets (Note 16) Deferred tax assets (Note 25) Other non-current assets (Notes 17, 21 and 30) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bills payable (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 7 and 30) Contract liabilities - current (Note 23) Accounts payable and accrued expenses Third parties Related parties (Note 30) Dividends and bonuses payable Current tax liabilities (Note 25) Lease liabilities - current (Note 14) Deferred revenue - current (Note 20) Current portion of long-term liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Note 19) Provisions - non-current Deferred tax liabilities (Note 25) Lease liabilities - non-current (Note 14) Deferred revenue - non-current (Note 20) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Notes 22) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2020 Amount % $ 4,228,490 2 1,939,437 1 1,899,303 1 1,038,147 - 90,204 - 432,838 - 517,239 - 96,468 - 1,385,906 1 144,765 - 6,637 - 11,779,434 5 146,952,667 68 6,051,238 3 4,137,094 2 477,318 - 42,479,693 20 3,171 - 94,337 - 3,923,293 2 204,118,811 95 $ 215,898,245 100 $ 2,199,722 1 425,693 - 89,566 - 1,717,146 1 165,403 - 235,301 - 326,235 - 76,819 - 75,912 - 9,370,305 5 14,682,102 7 38,800,000 18 3,950,000 2 98,000 - 9,733,184 5 64,629 - 771,981 - 29,790 - 53,447,584 25 68,129,686 32 33,614,472 15 1,492,584 1 18,473,057 9 65,267,773 30 27,842,666 13 111,583,496 52 1,078,007 - 147,768,559 68 $ 215,898,245 100 |
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 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
- 141 -
ASIA CEMENT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 23 and 30) OPERATING COSTS (Notes 11, 24 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 24 and 30) Expected credit (gain) loss (Note 10) Total operating expenses OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Interest income Other income (Note 24) Other gains and losses (Note 24) Finance costs (Note 24) Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE INCOME, NET Items that will not be reclassified subsequently to profit or loss: Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans |
2020 Amount % $ 8,991,169 100 7,927,392 88 1,063,777 12 (2,479) - 1,061,298 12 554,056 6 (3,386) - 550,670 6 510,628 6 241,043 3 484,912 5 (299,831) (3) (365,013) (4) 14,891,791 165 14,952,902 166 15,463,530 172 753,044 9 14,710,486 163 (875,729) (10) (42,895) - |
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) 299,327 3 513,468 6 814,110 9 (369,349) (4) 17,111,219 190 18,368,775 204 18,156,100 202 696,427 8 17,459,673 194 329,435 4 467,246 5 (Continued) |
- 142 -
ASIA CEMENT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 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 of subsidiaries and associates Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic Diluted |
2020 Amount % $ (372,105) (4) (1,290,729) (14) (164,177) (2) (164,177) (2) (1,454,906) (16) 13,255,580 147 $ 4.70 $ 4.41 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 2,650,225 29 3,446,906 38 (3,254,043) (36) (3,254,043) (36) 192,863 2 17,652,536 196 $ 5.56 $ 5.25 |
||||
The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 31, 2021)
(Concluded)
- 143 -
ASIA CEMENT CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 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 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends - $3 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, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Actual acquisition of interests in subsidiaries Changes in percentage of ownership interests in 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 subsidiaries and associates accounted for using equity method BALANCE AT DECEMBER 31, 2020 |
Share Capital Issued Shares Amount Capital Surplus 3,361,447 $ 33,614,472 $ 1,362,554 - - - - - - - - - - - 93,500 - - - - - - - - - - - - 3,361,447 33,614,472 1,456,054 - - - - - - - - - - - 36,112 - - - - - - - - 418 - - - - - - - - - 3,361,447 $ 33,614,472 $ 1,492,584 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 1,745,968 - (1,745,968) - 804,347 (804,347) - - (10,084,341) - - - - - 14,710,486 - - (103,026) - - (1,424,920) - - (20,704) - - 2,590 - - (60,944) $ 18,473,057 $ 65,267,773 $ 27,842,666 |
Other Equity | Total $ 2,996,214 - - - - - (484,026) (79,711) - 2,432,477 - - - - - (1,351,880) - - (2,590) - $ 1,078,007 |
Total Equity $ 137,749,126 - - (9,412,052) 93,500 17,459,673 192,863 - (15,752) 146,067,358 - - (10,084,341) 36,112 14,710,486 (1,454,906) (1,424,502) (20,704) - (60,944) $ 147,768,559 |
||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating the Unrealized Gain (Loss) on Financial Assets Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (2,641,364) $ 5,268,916 - - - - - - - - - - (3,271,837) 2,719,118 - (79,711) - - (5,913,201) 7,908,323 - - - - - - - - - - (195,754) (1,491,574) - - - - - (2,590) - - $ (6,108,955) $ 6,414,159 |
Gains on Property Revaluation $ 307,728 - - - - - 77,486 - - 385,214 - - - - - 331,756 - - - - $ 716,970 |
Cash Flow Hedge $ 60,934 - - - - - (8,793) - - 52,141 - - - - - 3,692 - - - - $ 55,833 |
|||||||
| Shares 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 31, 2021)
- 144 -
ASIA CEMENT CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Unrealized gain on transactions with subsidiaries and associates Unrealized loss on foreign exchange Gain on changes in fair value of investment properties 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 Deferred revenue Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Payments for investment properties |
2020 2019 $ 15,463,530 $ 18,156,100 476,738 523,626 2,155 3,589 (3,386) 3,753 64,714 (673,850) 365,013 369,349 (241,043) (299,327) (316,139) (422,860) (14,891,791) (17,111,219) (509) (40) 2,479 8,442 89,606 143,442 (363,140) (399,682) (9,570) 14,578 (1,550) 27,930 (25,096) (35,221) 156,566 67,546 (99,184) 107,544 (403) 5,891 (37,541) (48,810) 5,840 43,065 129,525 57,642 (75,912) (75,912) 690,902 465,576 245,536 288,178 6,780,804 7,345,508 (208,551) (257,528) (562,772) (35,186) 6,945,919 7,806,548 - (123,395) - (1,365,160) 695,706 - (253,796) (183,122) 525 46 567,920 679,526 (369) (202) (2,343) (24,834) (Continued) |
|---|---|
- 145 -
ASIA CEMENT CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term bills payable Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Acquisition of additional interests in subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 31, 2021) |
2020 2019 $ 1,007,643 $ (1,017,141) (8,560,000) (680,000) 28,800,000 10,000,000 (3,000,000) (4,000,000) 4,643,000 58,508,000 (12,488,000) (61,746,000) - (785) (83,756) (86,929) (10,084,585) (9,412,164) (5,390,490) - (6,163,831) (7,417,878) (36,980) (61,585) 1,752,751 (690,056) 2,475,739 3,165,795 $ 4,228,490 $ 2,475,739 (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.
-
146 -
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 |
2019 | 2020 | Variance | |
| Amount | % | |||
| Current Assets | 89,242,066 | 87,023,947 | (2,218,119) | (2) |
| Property, Plant and Equipment |
50,681,281 | 52,820,212 | 2,138,931 | 4 |
| Intangible Assets | 7,000,317 | 7,254,262 | 253,945 | 4 |
| Other Assets | 150,354,848 | 149,988,434 | (366,414) | - |
| Total Assets | 297,278,512 | 297,086,855 | (191,657) | - |
| Current Liabilities | 74,335,619 | 64,027,610 | (10,308,009) | (14) |
| Non-Current Liabilities | 53,493,855 | 63,172,293 | 9,678,438 | 18 |
| Total Liabilities | 127,829,474 | 127,199,903 | (629,571) | - |
| Equity Attributable To OwnersOf TheCorporation |
146,067,358 | 147,768,559 | 1,701,201 | 1 |
| Share Capital | 33,614,472 | 33,614,472 | - | - |
| Capital Surplus | 1,456,054 | 1,492,584 | 36,530 | 3 |
| Retained Earnings | 108,564,355 | 111,583,496 | 3,019,141 | 3 |
| Other Equity | 2,432,477 | 1,078,007 | (1,354,470) | (56) |
| Non-Controlling Interests | 23,381,680 | 22,118,393 | (1,263,287) | (5) |
| Total Equity | 169,449,038 | 169,886,952 | 437,914 | - |
| Analysis of deviation over 20%: The decrease of other equity was mainly due to the decrease of unrealized gains from financial assets at fair value through other comprehensive income. |
- 147 -
7.2 Analysis of Financial Performance
UNIT: NT$1,000
| UNIT: NT$1,000 | UNIT: NT$1,000 | |||
|---|---|---|---|---|
| Year Item |
2019 | 2020 | Variance | |
| Amount | % | |||
| Operating Revenue | 89,347,637 | 78,240,880 | (11,106,757) | (12) |
| Operating Costs | 63,746,928 | 54,911,404 | (8,835,524) | (14) |
| Gross Profit | 25,600,709 | 23,329,476 | (2,271,233) | (9) |
| Realized (Unrealized) Gross Profit | (14,392) | - | (14,392) | (100) |
| Realized Gross Profit | 25,586,317 | 23,329,476 | (2,256,841) | (9) |
| Operating Expenses | 3,523,141 | 3,659,338 | 136,197 | 4 |
| Profit From Operations | 22,063,176 | 19,670,138 | (2,393,038) | (11) |
| Non-operating Income And Expenses | 6,330,006 | 4,473,745 | (1,856,261) | (29) |
| Income Before Income Tax | 28,393,182 | 24,143,883 | (4,249,299) | (15) |
| Income Tax Expense | 6,149,229 | 5,370,076 | (779,153) | (13) |
| Net Profit For The Year | 22,243,953 | 18,773,807 | (3,470,146) | (16) |
| Other Comprehensive Income , Net | (617,304) | (1,189,331) | (572,027) | 93 |
| Total Comprehensive Income For The Year |
21,626,649 | 17,584,476 | (4,042,173) | (19) |
| Net Profit Attributable To OwnerOf TheCompany |
17,459,673 | 14,710,486 | (2,749,187) | (16) |
| Net Profit Attributable To Non- ControllingInterests |
4,784,280 | 4,063,321 | (720,959) | (15) |
| Total Comprehensive Income Attributable ToOwnerOf TheCompany |
17,652,536 | 13,255,580 | (4,396,956) | (25) |
| Total Comprehensive Income Attributable To Non-Controlling Interests |
3,974,113 | 4,328,896 | 354,783 | 9 |
| 1. Analysis of deviation over 20%: (1).The decrease of non-operating net income were mainly due to the increase of losses on financial assets at fair value through profit or loss and the decrease of investment income recognized under equity method in 2020. (2).The decrease of net other comprehensive income were mainly due to the increase of losses on financial assets at fair value through other comprehensive income and the decrease of exchange losseson translating the financial statements of foreign operationsin 2020. (3).The decrease of total comprehensive income attributable to owners of the company were mainly due to the profit decrease of business in mainland China, the increase of losses on financial assets at fair value through profit or loss and the decrease of investment income recognized under equity method in 2020. 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”. |
- 148 -
7.3 Analysis of Cash Flow
(1) The Analysis for Changing of Cash Flow for 2020
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Cash Balance in the Beginning |
Net Cash Inflows from Operating Activities |
Total Cash Outflows |
The Cash Surplus |
Source of Funding for Negative Cash Balance |
|
| Investing Plans |
Financing Plans |
||||
| 24,735,495 | 19,615,182 | 18,438,945 | 25,911,732 | - | - |
-
Operating Activities: Mainly generated from operations NT$21,244,184 thousand, dividends received NT$3,938,949 thousand and income taxes paid NT$5,482,574 thousand.
-
Investing Activities: Mostly for net increase in property, plant and equipment NT$6,103,664 thousand, purchased intangible assets NT$3,779,208 thousand and net decrease in financial assets NT$5,242,673 thousand.
-
Financing activities: Mostly for cash dividends paid NT$10,084,585 thousand and acquisition of ordinary shares of subsidiary NT$5,391,054 thousand.
(2)Remedy plans for insufficient liquidity for 2020 : Not Applicable.
- (3)Liquidity Analysis for the Coming Year
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Cash Balance in the Beginning |
Expected Net Cash Inflows from Operating Activities |
Expected Total Cash Outflows |
Expected Cash Surplus |
Expected Source of Funding for Negative Cash Balance |
|
| Investing Plans |
Financing Plans |
||||
| 25,911,732 | 21,702,739 | 11,788,275 | 35,826,196 | - | - |
-
Operating Activities
:Mainly from operating income and cash dividends received. -
Investing Activities
:Primarily for investment in capital expenditures. -
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: | UNIT: | UNIT: | NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Projects | Actual or Expected Source of Capital |
Actual or Expected Date of Completion |
Total Capital |
Capital Expenditures | |||||
Actual |
Expected | ||||||||
| 2012~2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||||
| Installation constructions of new indoor coal bunker, stacker reclaimer and material conveyor system in Hualienplant |
Self-owned capital |
Dec. 2024 | 556,160 | 9,239 | 66 | 11,500 | 140,000 | 100,000 | 295,355 |
| CHIAHUI POWER natural gas fueled combined cycle power plant (Phase II Expansion) |
Syndicated loan | Jun. 2021 | 10,527,736 | 5,170,088 | 3,659,690 | 1,697,958 | - | - | - |
- 149 -
| YA TUNG READY- MIXED purchased Ready Mix Plant in Tainan City |
Syndicated loan | Nov. 2020 | 549,550 | - | 549,550 | - | - | - | - |
|---|---|---|---|---|---|---|---|---|---|
| SICHUAN LANFENG long conveyor belt mechanical construction for limestone delivery |
Self-owned capital and Syndicated loan |
Dec. 2023 | 2,307,111 | - | 253 | 742,894 | 779,930 | 784,034 | - |
7.4.2 Expected Benefit to Finance and Operation from the Major Capital Expenditure
-
Installation constructions of new indoor coal bunker, stacker reclaimer and material conveyor system in Hualien plant
-
(1) To prevent coal heaps from collapsing due to heavy rain, and the corresponding cost from the damage to the machine and from rebuilding the coal heaps, and to ensure the water discharge during the period is in compliance with the environmental regulations.
-
(2) To prevent coal from absorbing excessive water during the heavy rain, which could cause some loss due to the reduction or interruption of clinker production.
-
After the completion of the natural gas fueled combined cycle power plant (Phase II Expansion) of CHIAHUI POWER, it will increase the stable profit every year.
-
After the Tainan plant is purchased, it will help YA TUNG READY-MIXED to stabilize the supply and increase profitability.
-
The benefit of building the limestone long conveyor belt construction of SICHUAN LANFENG will make the materials freight cost down.
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
Most of the Company’s investments were for long-term strategic purposes. In 2020, the total gain through equity method by the company was NT$ 4,639,504 (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 2020 are as follows:
- 150 -
Unit : NT$1,000
Unit:NT$1,000 |
|
|---|---|
| Item\Year | 2020 |
| Foreign Exchange Gains (Losses) (A) |
(162,371) |
OperatingRevenue(B) |
78,240,880 |
| % of Operating Revenue (A)/(B) |
(0.2%) |
| OperatingIncome(C) | 19,670,138 |
| % of OperatingIncome(A)/(C) | (0.8%) |
Foreign exchange rate fluctuates constantly because of the variation in market demand and supply. Thus, the risk of foreign exchange may occur to the Company by means of various trading. For the Company, most of the procurements of raw materials were disbursed in USD; foreign sales were collected in USD. Currently, the revenue mostly equals to the disbursement, which led to the effect of natural hedge, minimizing the impact of fluctuation of foreign exchange on the Company’s profit and loss.
(Besides natural hedge, in order to minimize the risk of foreign exchange, the Company and subsidiaries had adopted such risk management policies against the uncertainty)
-
Monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism.
-
Planning future’s demand for currencies and establishing the foreign currency position from relatively lower level to reduce overall cost. Convert weak currencies to strong currencies.
※ Interest rate impact:
The percentage of interest revenue/losses over operating revenue and operating income in 2020 are as follows:
Unit : NT$1,000
Unit:NT$1,000 |
|
|---|---|
| Item\Year | 2020 |
| Interest Revenue(Losses) (A) | (78,382) |
| OperatingRevenue(B) | 78,240,880 |
| % of Operating Revenue (A)/(B) |
(0.1%) |
OperatingIncome(C) |
19,670,138 |
| % of OperatingIncome(A)/(C) | (0.4%) |
If market interest rates had been 0.01% higher/lower, the group’s pretax profit for the year ended December 31, 2020 would have decreased/increased by NT$247 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
- 151 -
is capable of obtaining relatively lower interest rate with aggressive negotiations with banks. Besides, the duration of utilizing short-term loan is less than one year. In a whole, the impact of the fluctuation of interest rates on the Company’s short-term loans is limited. In order to minimize the risk of interest rate, the Company and subsidiaries had adopted such risk management policies against the uncertainty:
The Company mainly issues long-term and fixed interest rate debt instruments to lock relatively lower funding cost, which can reduce interest expense and impact of interest fluctuation, spare banks’ credit lines for temporary funding demand, replenish working capital, and improve financial structure to comply with the principle for long-term sustainable operation.
※ Inflation rate impact:
Taiwan inflation rate was about -0.23% in 2020. 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$28,868,491,857 and NT$ 31,273,716,857 by the end of 2020 and the end of March 2021 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$6,208,757,288) by the end of 2020, and NT$ 6,634,450,000 (fair value was NT$6,205,614,112) by the end of March 2021.
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
- 152 -
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:
| &D project and estimated expenditures in the future: | &D project and estimated expenditures in the future: |
|---|---|
| Unit: NT$1,000 | |
| Item | Amount |
| Industry 4.0 Phase 3 Project: Smart Occupational Safety, Data Analysis Applied to Production, Quality Control, and Segment Cost Analysis |
9,000 |
| Continuous Emission Monitoring Systems Development | 800 |
| Portland Limestone Cement Development | 1,500 |
| Establish A Systematic Observation and Analysis Method Of Cement and Clinker to Introduce Routine Control |
1,500 |
| Continuous Automatic Monitoring Equipment for No. 1 and No. 2 Coal Mills | 9,900 |
| Total | 22,700 |
-
◎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.
- 153 -
VIII Special Disclosure
8.1 Organizational Chart of Affiliated Companies
==> picture [546 x 559] intentionally omitted <==
----- Start of picture text -----
0.03%
0.02%
FU MING TRANSPORTATION CO., 99.94%
99.95% 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. 52.00% JIANGXI YALI TRANSPORT CO.,
LTD.
10.00%
99.98% 50.00%
NAN HWA CEMENT CORP . NANCHANG YADONG CEMENT
0.02% CO., LTD.
25.00%
99.74% ASIA ENGINEERING 90.00% HUANGGANG YADONG CEMENT
0.07% ENTERPRIS E CORP. CO., LTD. 10.00%
0.20% 90.00% WUHAN YADONG CEMENT CO., 100.00% WUHAN YALI CEMENT
LTD. PRODUCTS CO., LTD.
67.73% ASIA CEMENT (CHINA) HOLDINGS CO. 100.00% PERFECT INDUSTRIAL HOLDINGS PTE. LTD. 10.00% 48.00%
ASIA 100.00%
CEMENT ORIENTAL HOLDINGS CO., LTD.
CORP. 4.07% 100.00%
TAIZHOU YADONG BUILDING
99.96% 100.00% 51.22% CHENGDU YALI CEMENT MATERIAL CO., LTD.
ASIA CEMENT(SINGAPORE)PTE. LTD. ORIENTAL CONCRETE PTE.LTD. PRODUCTS CO.,LTD. 48.78%
ORIENTAL INDUSTRIAL
HOLDINGS PTE. LTD.
0.38% 99.56% FU SHAN MINERAL STONE CO.,LTD. 99.99% 90.00% SHANGHAI YALI CEMENT 10.00%
PRODUCTS CO., LTD.
49.00% KOWLOON CEMENT CORP. LTD. 100.00% KOWLOON CONCRETE CORP.
LTD.
99.99% 100.00%
0.001% DER CHING INVESTMENT CORP. AC MEGA INVESTMENT LTD. 90.00% SICHUAN YALI CONCRETE PRODUCE CO., LTD. 10.00%
100.00% AC LEAP INVESTMENT LTD. 100.00% JOIN FORTUNE TRADING LTD.
100.00%
51.61% YA LI TRANSPORTATION CORP. AC MEGA II INVESTMENT LTD. 90.00% SICHUAN YALI TRANSPORT CO., 10.00%
100.00% LTD.
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%
83.92% 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%
95.04% 4.96% ASIA ORIENTAL (GUAM) L.L.C. 71.68% ASIA ORIENTAL CONCRETE, LLC 90.00% HUBEI YADONG CEMENT 10.00%
CO.,LTD. 100.00%
HUBEI YALI TRANSPORT CO.,
LTD.
99.99% YA TUNG READY-MIXED 100.00% YATUNG VIETNAM CO., LTD. 90.00%
CONCRETE CORP. WUHAN YAXIN CEMENT CORP.
LTD.
69.95% YA SING READY-MIXED
0.05% CONCRETE CORP.
0.004%
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
99.69% INVESTMENT LTD.
CHIAHUI POWER CORP.
100.00% ASIA CEMENT PIONEER III
INVESTMENT LTD.
100.00% ASIA CEMENT PIONEER IV
INVESTMENT LTD.
----- End of picture text -----
-154-
8.2 Basic Information of Affiliated Companies
| Currency: | NT$ (except | otherwise specified) | |
|---|---|---|---|
| Unit: $1,000 | |||
| As of | December 31,2020 | ||
| 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. | Nov. 1969 | 261,440 | Cement, Blast- |
| Address: No.90, Sec. 2, Linkong. Rd., Longchin | 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 | 6,492,278 | 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 | 1,702,103 | Ready-mixed |
| Address: No.139, Sec. 1, Datong Rd., Xizhi Dist., | concrete, Cement | ||
| New Taipei City | products | ||
| ASIA INVESTMENT CORP. | Oct. 1998 | 2,608,965 | Investment |
| Address: 31F., No.207, Sec. 2, Dunhua S. Rd., Da’an | |||
| Dist.,TaipeiCity | |||
| CHIAHUI POWER CORP. | Apr. 1996 | 5,700,000 | Power plant |
| Address: No.688, Songzijiao, Minxiong Township, | |||
| ChiayiCounty | |||
| FU DA TRANSPORTATION CO., LTD. | Feb. 1989 | 379,819 | 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 |
-155-
| 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 | 17,800 | ||
| 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 | 18,500 | ||
| 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 | 9,300 | ||
| 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 | 9,300 | ||
| 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 | 16,200 | ||
| 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 | |||
| 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: 1F,No.274, Sec. 3, Dongda Rd., Hsinchu | concrete | ||
| City | |||
| ASIA CEMENT EXPLORER INVESTMENT. LTD. | Aug. 2008 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 10,215 | ||
| 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 | 58,550 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ASIA CEMENT PIONEER II INVESTMENT. LTD. | Jun. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 17,800 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| British Virgin Islands |
-156-
| Company Name | Establishing | Paid-in | Main business or |
|---|---|---|---|
| Date | **Capital ** | **Production Item ** | |
| ASIA CEMENT PIONEER III INVESTMENT. LTD. | Jun. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 9,300 | ||
| Skelton Building, 3076 Sir Francis Drake | |||
| Highway, Road Town, Tortola, VG1110, | |||
| BritishVirgin Islands | |||
| ASIA CEMENT PIONEER IV INVESTMENT. LTD. | Jun. 2011 | USD | Investment |
| Address: Portcullis Chambers, 4th Floor, Ellen | 9,110 | ||
| 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, | 2,427 | ||
| 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, | 204,191 | ||
| 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 | |||
| 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 |
-157-
| Company Name | Establishing | Paid-in | Main business or |
|---|---|---|---|
| Date | **Capital ** | **Production Item ** | |
| 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 | |||
| 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 | |||
| NANCHANG YALI CONCRETE PRODUCE LTD. | Dec. 2003 | RMB | Ready-mixed |
| Address: Melin AVE Bashuihu Industries Zone | 60,000 | concrete, | |
| NanchangETDZJiangxi Province | Cement products | ||
| JIANGXI YALI TRANSPORT CO., LTD. | Apr. 2005 | RMB | Transportation |
| Address: No.8, Yadong Road, Ma-Tou Town, Rui | 12,500 | ||
| Chang City, Jiangxi Province, China | |||
| NANCHANG YADONG CEMENT CO., LTD. | Jan. 2004 | RMB | Cement Grinding, |
| Address: Industrial 2nd Rd, Changdong Industrial | 90,000 | Blast-Furnace Slag | |
| Park, Nanchang Jiangxi, China | |||
| WUHAN YALI CEMENT PRODUCTS CO., LTD. | Dec. 2007 | RMB | Ready-mixed |
| Address: No.66 Ya Dong Avenue, Pingjiang Went | 60,000 | concrete, | |
| Road, Yangluo Economic Development | Cement products | ||
| Zone, WuhanCity,Hubei Province, China | |||
| TAIZHOU YADONG BUILDING MATERIAL CO., | Sep. 2013 | USD | Cement |
| LTD. | 16,000 | warehousing and | |
| Address: Central Village of Yong anzhou Town, | wholesale | ||
| Gaogang District, Thaizhou, Jiangsu | |||
| Province, China | |||
| SICHUAN LANFENG BUILDING MATERIALS | Nov. 2010 | RMB | Cement products, |
| CO., LTD. | 20,000 | Construction | |
| Address: Middle, Qinggui Road, Guihua Town, | |||
| Pengzhou, Chengdu City, Sichuan, China | |||
| SICHUAN LANFENG CEMENT CO., LTD. | Sep. 2008 | RMB | Cement, Clinker, |
| Address: Middle, Qinggui Road, Guihua Town, | 600,000 | Blast-Furnace Slag, | |
| Pengzhou, Chengdu City, Sichuan, China | Cement products | ||
| HUBEI YALI TRANSPORT CO., LTD. | Oct. 2006 | RMB | Transportation |
| Address: Cihui Avenue, Wujiashan Taiwan Business | 13,000 | ||
| Investment Zone, Dongxihu, Wuhan, Hubei | |||
| Province, China | |||
| WUHAN YAXIN CEMENT CO., LTD. | Aug. 2003 | RMB | Cement, Clinker, |
| Address: Jiangjun mountain, Jiangxia District, | 90,000 | Blast-Furnace Slag, | |
| Wuhan,Hubei Province,China | Cementproducts |
8.3 Main Business of Affiliated Companies
Please Refer to Above List.
-158-
8.4 Information of the Directors, Supervisors, and Presidents of Affiliated Companies
| Companies | ||||
|---|---|---|---|---|
| As of December 31,2020 | ||||
| Company Name | Title | Name or Representative | Shareholding | |
Shares |
% |
|||
| FU MING TRANSPOR- TATION CO., LTD. |
Chairman | Johnny Shih (ACC Representative) |
29,553,869 | 99.95 |
| Director / President | W.T. Hsu(ACCRepresentative) |
29,553,869 | 99.95 | |
| Director | K.Y. Lee(ACC Representative) | 29,553,869 | 99.95 | |
| Director | Y.F. Chang (ACC Representative) |
29,553,869 | 99.95 | |
| Director | C.M. Chen (ACC Representative) |
29,553,869 | 99.95 | |
| Director | C.H. Chung (ACC Representative) |
29,553,869 | 99.95 | |
| Director | R.K. Tsai(ACCRepresentative) |
29,553,869 | 99.95 | |
| Supervisor | T.L. Yu (Asia Investment Corp. Representative) |
5,000 | 0.02 | |
| Supervisor | Humphrey Cheng (Asia Investment Corp. Representative) |
5,000 | 0.02 | |
| YUAN LONG STAINLESS STEEL CORP. |
Chairman | K.Y. Lee(ACC Representative) |
200,000,000 | 100.00 |
| Director / President | B.R. Cheng (ACC Representative) |
200,000,000 | 100.00 | |
| Director | Peter Hsu(ACC Representative) |
200,000,000 | 100.00 | |
| Director | C.F. Cheng (ACC Representative) |
200,000,000 | 100.00 | |
| Director | C.M. Chen (ACC Representative) |
200,000,000 | 100.00 | |
| Supervisor | Doris Wu(ACC Representative) |
200,000,000 | 100.00 | |
| Supervisor | T.M. Chen (ACC Representative) |
200,000,000 | 100.00 | |
| SUNRISE INDUSTRIAL HOLDINGS LTD. |
Director | Douglas Tong Hsu (ACC Representative) |
90,000 | 100.00 |
| Director | Peter Hsu(ACCRepresentative) |
90,000 | 100.00 | |
| Director | K.Y. Lee(ACCRepresentative) | 90,000 | 100.00 | |
| Director | R.H. Shao (ACC Representative) |
90,000 | 100.00 | |
| Director | Doris Wu(ACC Representative) |
90,000 | 100.00 | |
| NAN HWA CEMENT CORP. |
Chairman | Z.P. Chang (ACC Representative) |
26,138,828 | 99.98 |
| President | C.H.Chung |
|||
| Director | Peter Hsu(ACC Representative) | 26,138,828 | 99.98 | |
| Director | Doris Wu(ACC Representative) | 26,138,828 | 99.98 | |
| Director | T.M. Chen (ACC Representative) |
26,138,828 | 99.98 | |
| Director | C.H. Chen (ACC Representative) |
26,138,828 | 99.98 | |
| Supervisor | W.H. Yeh (Asia Investment Corp. Representative) |
5,000 | 0.02 | |
| ASIA ENGINEERING ENTERPRISE CORP. |
Chairman | Doris Wu(ACC Representative) |
8,093,220 | 99.74 |
| Director / President | Z.P. Chang (ACC Representative) |
8,093,220 | 99.74 | |
| Director | Peter Hsu |
1,000 | 0.01 | |
| Director | M.C.Yang (ACC Representative) |
8,093,220 | 99.74 | |
| Director | C.H. Chen (ACC Representative) |
8,093,220 | 99.74 | |
| 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 |
-159-
| Executive Director | T.H. Chang | 319,500 | 0.02 | |
|---|---|---|---|---|
| Executive Director | Doris Wu |
20,000 | 0.00 | |
| Executive Director | Z.L. Wu | 245,000 | 0.02 | |
| Executive Director | C.K. Chang | 713,000 | 0.04 | |
| 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 - Executive Director |
K.M. Wang | 0 | 0.00 | |
| Independent Non - Executive Director |
Wei Wang | 0 | 0.00 | |
| ASIA CEMENT (SINGAPORE) PTE. LTD. |
Chairman / Managing Director |
Douglas Tong Hsu | 2 | 0.00 |
Vice Managing Director |
J.H. Lin (ACC Representative) | 10,495,495 | 99.96 | |
| Director | Peter Hsu (ACC Representative) | 10,495,495 | 99.96 | |
| Director | K.Y. Lee (ACC Representative) |
10,495,495 | 99.96 | |
| Director | Y.F. Chang (ACC Representative) |
10,495,495 | 99.96 | |
| Director | R.H. Shao (ACC Representative) |
10,495,495 | 99.96 | |
| Director | Doris Wu (ACC Representative) |
10,495,495 | 99.96 | |
| Director | Gary Lee (ACC Representative) |
10,495,495 | 99.96 | |
| DER CHING INVESTMENT CORP. |
Chairman | Peter Hsu (ACC Representative) |
649,214,680 | 99.99 |
| Director | Doris Wu (ACC Representative) |
649,214,680 | 99.99 | |
| Director | T.M. Chen (ACC Representative) |
649,214,680 | 99.99 | |
| Director | H.Y. Kao (ACC Representative) |
649,214,680 | 99.99 | |
| Director | H.T. Peng (ACC Representative) |
649,214,680 | 99.99 | |
| Supervisor | Karen Yang (Asia Investment Corp. Representative) |
5,887 | 0.00 | |
| YA LI TRANSPORTATION CORP. |
Chairman | Z.P. Chang (Yu Yuan Investment Corp. Representative) |
4,839,183 | 48.39 |
| Director / President | K.M. Fu (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) |
5,160,754 | 51.61 | |
| YA LI PRECAST AND PRESTRESSED CONCRETE INDUSTRIES CORP. |
Chairman | C.F. Cheng (ACC Representative) |
16,261,760 | 83.92 |
| Director | Peter Hsu(ACC Representative) |
16,261,760 | 83.92 | |
| Director | Lin Kuo(ACC Representative) | 16,261,760 | 83.92 | |
| Director | T.L. Yu(ACC Representative) | 16,261,760 | 83.92 | |
| Director | C.H. Chen (ACC Representative) |
16,261,760 | 83.92 | |
| Supervisor | Dana Lee (FEGC Representative) |
3,105,647 | 16.03 | |
| YA TUNG READY- MIXED CONCRETE CORP. |
Chairman | K.Y. Lee(ACC Representative) |
170,203,184 | 99.99 |
| President | C.P. Chen | 0 | 0.00 | |
| Director | Peter Hsu(ACC Representative) | 170,203,184 | 99.99 | |
| Director | Y.F. Chang (ACC Representative) |
170,203,184 | 99.99 | |
| Director | W.K. Chou (ACC Representative) |
170,203,184 | 99.99 | |
| Director | C.M. Chen (ACC Representative) |
170,203,184 | 99.99 | |
| Supervisor | Doris Wu (Asia Investment Corp. Representative) |
6,186 | 0.00 | |
| Supervisor | H.Y. Kao(Asia Investment |
6,186 | 0.00 |
-160-
| Corp. Representative) | ||||
|---|---|---|---|---|
| ASIA INVESTMENT CORP. |
Chairman | Peter Hsu(ACC Representative) | 260,896,525 | 100.00 |
| Director | Doris Wu(ACC Representative) | 260,896,525 | 100.00 | |
| Director | H.T. Peng (ACC Representative) | 260,896,525 | 100.00 | |
| Director | H.Y. Kao(ACC Representative) | 260,896,525 | 100.00 | |
| Director | T.M. Chen (ACC Representative) |
260,896,525 | 100.00 | |
| Supervisor | Karen Yang (ACC Representative) |
260,896,525 | 100.00 | |
| CHIAHUI POWER CORP. |
Chairman | Douglas Tong Hsu (ACC Representative) |
568,261,136 | 99.69 |
| President | G.T. Chen |
0 | 0.00 | |
| Director | Peter Hsu (ACC Representative) | 568,261,136 | 99.69 | |
| Director | K.Y. Lee (ACC Representative) | 568,261,136 | 99.69 | |
| Independent Director |
S.Y. Su | 0 | 0.00 | |
| Independent Director |
M.Z. Jiang | 0 | 0.00 | |
| Supervisor | Doris Wu (Asia Investment Corp. Representative) |
45,568 | 0.01 | |
| Supervisor | W.H. Yeh (Asia Investment Corp. Representative) |
45,568 | 0.01 | |
| FU DA TRANSPORTATION CO., LTD. |
Chairman | Johnny Shih (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 |
| Director / President | W.T. Hsu (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 | |
| Director | K.Y. Lee (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 | |
| Director | Y.F. Chang (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 | |
| Director | Y.S. Yu (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 | |
| Director | Humphrey Cheng (Fu Ming Transportation Co., Ltd. Representative) |
37,959,570 | 99.94 | |
| Supervisor | R.K. Tsai (Asia Investment Corp. Representative) |
9,717 | 0.03 | |
| Supervisor | C.M. Shi (Asia Investment Corp. Representative) |
9,717 | 0.03 | |
| PERFECT INDUSTRIAL HOLDINGS PTE. LTD. |
Director | Douglas Tong Hsu |
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 | Doris Wu (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 |
-161-
| Director / President | Z.P. Chang (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 | |
|---|---|---|---|---|
| Director | Peter Hsu (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 | |
| Director | C.M. Chen (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 | |
| Director | Manfred Wang (Der Ching Investment Corp. Representative) |
1,294,270 | 99.56 | |
| Supervisor | W.H. Yeh (Asia Investment Corp. Representative) |
5,000 | 0.38 | |
| KOWLOON CEMENT CORP. LTD. |
Chairman | Douglas Tong Hsu |
0 | 0.00 |
| Director | Johnny Shih | 0 | 0.00 | |
| Director | K.Y. Lee | 0 | 0.00 | |
| Director | Y.F. Chang | 0 | 0.00 | |
| Director | R.H. Shao | 0 | 0.00 | |
| Director | Gary Lee | 0 | 0.00 | |
| AC MEGA INVESTMENT LTD. |
Director | C.M. Chen (Der Ching Investment Corp. Representative) |
17,800,000 | 100.00 |
| Director | Doris Wu (Der Ching Investment Corp. Representative) |
17,800,000 | 100.00 | |
| Director | H.Y. Kao (Der Ching Investment Corp. Representative) |
17,800,000 | 100.00 | |
| AC LEAP INVESTMENT LTD. |
Director | C.M. Chen (Der Ching Investment Corp. Representative) |
18,500,000 | 100.00 |
| Director | Doris Wu (Der Ching Investment Corp. Representative) |
18,500,000 | 100.00 | |
| Director | H.Y. Kao (Der Ching Investment Corp. Representative) |
18,500,000 | 100.00 | |
| AC MEGA II INVESTMENT LTD. |
Director | C.M. Chen (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 |
| Director | Doris Wu (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 | |
| Director | H.Y. Kao Doris Wu (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 | |
| AC MEGA III INVESTMENT LTD. |
Director | C.M. Chen (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 |
| Director | Doris Wu (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 | |
| Director | H.Y. Kao Doris Wu (Der Ching Investment Corp. Representative) |
9,300,000 | 100.00 | |
| AC MEGA IV INVESTMENT LTD. |
Director | C.M. Chen (Der Ching Investment Corp. Representative) |
16,200,000 | 100.00 |
| Director | Doris Wu (Der Ching Investment Corp. Representative) |
16,200,000 | 100.00 | |
| Director | H.Y. Kao (Der Ching Investment Corp. Representative) |
16,200,000 | 100.00 | |
| YA LI PRECAST CONCRETE INDIA |
Chairman | X.M. He (Ya Li Precast And Prestressed |
*INR 1,599,990 |
99.99 |
-162-
| PVT. LTD. | Concrete Industries Corp. Representative) |
|||
|---|---|---|---|---|
| Director | W.H. Yeh (Ya Li Precast And Prestressed Concrete Industries Corp. Representative) |
*INR 1,599,990 |
99.99 | |
| Director | H.Y. Kao (Ya Li Precast And Prestressed Concrete Industries Corp. Representative) |
*INR 1,599,990 |
99.99 | |
| Director | Gary Lee (Ya Li Precast And Prestressed Concrete Industries Corp. Representative) |
*INR 1,599,990 |
99.99 | |
| Director | H.C. Lee (Ya Li Precast And Prestressed Concrete Industries Corp. Representative) |
*INR 1,599,990 |
99.99 | |
| ASIA ORIENTAL (GUAM) L.L.C |
Manager | C.P. Chen |
0 | 0.00 |
YATUNG VIETNAM CO. LTD. |
Manager | C.P. Chen | 0 | 0.00 |
| YA SING READY- MIXED CONCRETE CORP. |
Chairman | C.P. Chen (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 |
| Director / President | Z.G. He (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 | |
| Director | C.H. Chung (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 | |
| Director | P.R. Chen (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 | |
| Director | W.B. Lin (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 | |
| Director | W.S. Tsai (Ya Tung Ready-Mixed Concrete Corp. Representative) |
6,995,000 | 69.95 | |
| 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 | |
| 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) |
10,215,000 | 100.00 |
| Director | Doris Wu (Asia Investment Corp. Representative) |
10,215,000 | 100.00 | |
| Director | H.Y. Kao (Asia Investment Corp. Representative) |
10,215,000 | 100.00 | |
| ASIA CEMENT PIONEER |
Director | C.M. Chen (Asia Investment Corp. |
58,550,000 | 100.00 |
-163-
| INVESTMENT LTD. | Representative) | |||
|---|---|---|---|---|
| Director | Doris Wu (Asia Investment Corp. Representative) |
58,550,000 | 100.00 | |
| Director | H.Y. Kao (Asia Investment Corp. Representative) |
58,550,000 | 100.00 | |
| ASIA CEMENT PIONEER II INVESTMENT LTD. |
Director | C.M. Chen (Asia Investment Corp. Representative) |
17,800,000 | 100.00 |
| Director | Doris Wu (Asia Investment Corp. Representative) |
17,800,000 | 100.00 | |
| Director | H.Y. Kao (Asia Investment Corp. Representative) |
17,800,000 | 100.00 | |
| ASIA CEMENT PIONEER III INVESTMENT LTD. |
Director | C.M. Chen (Asia Investment Corp. Representative) |
9,300,000 | 100.00 |
| Director | Doris Wu (Asia Investment Corp. Representative) |
9,300,000 | 100.00 | |
| Director | H.Y. Kao (Asia Investment Corp. Representative) |
9,300,000 | 100.00 | |
| ASIA CEMENT PIONEER IV INVESTMENT LTD. |
Director | C.M. Chen (Asia Investment Corp. Representative) |
9,110,000 | 100.00 |
| Director | Doris Wu (Asia Investment Corp. Representative) |
9,110,000 | 100.00 | |
| Director | H.Y. Kao (Asia Investment Corp. Representative) |
9,110,000 | 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 | |
| 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 TRADINGLTD |
Manager | Gary Lee |
0 | 0.00 |
| ASIA ORIENTAL CONCRETE,LLC |
Manager | C.P. Chen | 0 | 0.00 |
| JIANGXI YADONG CEMENT CO., LTD. |
Chairman | Z.L. Wu (Asia Continent Investment Holdings Pte. Ltd. Representative) |
*USD 302,689 |
85.00 |
| 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 | C.H. He (Asia Continent Investment |
*USD 302,689 |
85.00 |
-164-
| Holdings Pte. Ltd. Representative) |
||||
|---|---|---|---|---|
| HUANGGANG YADONG CEMENT CO., LTD. |
Chairman | L. Tian (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 77,553 |
90.00 |
| President | H. He |
*USD 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 | |
| ORIENTAL HOLDINGS CO., LTD. |
Chairman / President |
Doris Wu (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 204,191 |
100.00 |
| Director | Dana Lee (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 204,191 |
100.00 | |
| Director | Karen Yang (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 204,191 |
100.00 | |
| Supervisor | J.H. Wu (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 204,191 |
100.00 | |
| CHENGDU YALI CEMENT PRODUCTS CO., LTD. |
Chairman | W.F. Hsu (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 2,100 |
51.22 |
| President | Y.M. Zhang |
*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. Tian (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 13,500 |
90.00 |
| President | B.H. Lu | *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 |
-165-
| Supervisor | R.F. Huang (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 13,500 |
90.00 | |
|---|---|---|---|---|
| SICHUAN YALI CONCRETE PRODUCE CO., LTD. |
Chairman | W.F. Hsu (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 2,970 |
90.00 |
| President | Y.M. Zhang | *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 | W.F. Hsu (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. Tian (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 31,977 |
90.00 |
| President | B.H..Lu | *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 | W.F. Hsu (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 331,506 |
90.00 |
| President | L. Tian | *USD 0 |
0.00 | |
| Director | C.L Lu (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 | |
| Supervisor | N.B. GAN (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 |
-166-
| President | W.F. Hsu | *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 | W.B. Du (Oriental Industrial Holdings Pte. Ltd. Representative) |
*USD 139,320 |
90.00 | |
| Ruichang Yadong New Material Co., Ltd. |
Chairman | L. Tian (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 2,000 |
100.00 |
| President | J.B. Yu | *RMB 0 |
0 | |
| Director | W.T. Chang (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 2,000 |
100 | |
| Director | W.Y. Wang (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 2,000 |
100 | |
| Supervisor | B. Dai (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 2,000 |
100 | |
| NANCHANG YALI CONCRETE PRODUCE LTD. |
Chairman | L. Tian (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 60,000 |
100.00 |
| NANCHANG YALI CONCRETE PRODUCE LTD. |
President | Y.J. Lin | *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. Tian (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. Tian (Jiangxi Yadong Cement Co., Ltd. Representative) |
*RMB 45,000 |
50.00 |
| President | W.T. Zhang | *RMB 0 |
0.00 | |
| Director | Y.G. Yao (Oriental Holdings Co., Ltd. Representative) |
*RMB 22,500 |
25.00 | |
| Director | Y.S. Yao (Fangda Special Steel Technology Co., Ltd. |
*RMB 22,500 |
25.00 |
-167-
| Representative) | ||||
|---|---|---|---|---|
| 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 | L.P. Jhu (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. Tian (Oriental Holdings Co., Ltd. Representative) |
*USD 16,000 |
100.00 |
| President | B.H.Lu | *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 | |
| SICHUAN LANFENG BUILDING MATERIALS CO., LTD. |
Chairman | W.F. Hsu (Sichuan Lanfeng Cement Co., Ltd. Representative) |
*RMB 20,000 |
100.00 |
| President | Y.M. Zhang | *RMB 0 |
0.00 | |
| 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 | W.F. Hsu (Sichuan Yadong Cement Co., Ltd. Representative) |
*RMB 600,000 |
100.00 |
| President | Y.M. Zhang | *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. |
*RMB 13,000 |
100.00 |
-168-
| Representative) | ||||
|---|---|---|---|---|
| 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 | C.H. He |
*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 | J.S. Shen (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.
-169-
8.5 Operating Condition of Affiliated Companies
| Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
Unit: NT$1,000 Book closure date: 31 December 2020 |
||
|---|---|---|---|---|---|---|---|---|---|
| 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 | 1,888,909 |
414,443 |
1,474,466 |
1,058,331 |
119,498 |
232,256 |
7.85 |
| 2 | YUAN LONG STAINLESS STEEL CORP. |
2,000,000 | 5,059,522 |
3,275,754 |
1,783,768 |
4,212,480 |
2,626 |
(19,124) |
(0.10) |
| 3 | SUNRISE INDUSTRIAL HOLDINGS LTD. |
2,909 | 126,165 |
72,538 |
53,627 |
0 |
(109) | (1,295) | (14.39) |
| 4 | NAN HWA CEMENT CORP. | 261,440 | 748,019 |
426,328 |
321,691 |
436,162 |
39,496 |
62,112 |
2.38 |
| 5 | ASIA ENGINEERING ENTERPRISE CORP. |
81,144 | 378,148 |
199,014 |
179,134 |
68,616 |
14,291 |
55,201 |
6.80 |
| 6 | ASIA CEMENT (CHINA) HOLDINGS CO. |
634,911 | 88,875,517 |
18,432,898 |
70,442,619 |
0 |
(213,259) | 11,392,945 | 7.27 |
| 7 | ASIA CEMENT (SINGAPORE) PTE. LTD. |
250,425 | 5,014,297 |
287,100 |
4,727,197 |
548,020 |
(18,304) |
632,471 | 60.24 |
| 8 | DER CHING INVESTMENT CORP. |
6,492,278 | 23,911,188 |
9,629,119 |
14,282,069 |
392,567 |
339,400 |
1,282,939 |
1.98 |
| 9 | YA LI TRANSPORTATION CORP. |
100,000 | 492,016 |
35,547 |
456,469 |
285,344 |
2,975 |
23,281 |
2.33 |
| 10 | YA LI PRECAST AND PRESTRESSED CONCRETE INDUSTRIES CORP. |
193,776 | 337,485 |
233,450 |
104,035 |
242,907 |
17,611 |
14,709 |
0.76 |
| 11 | YA TUNG READY-MIXED CONCRETE CORP. |
1,702,103 | 5,722,736 |
3,211,591 |
2,511,145 |
10,486,169 |
1,040,105 |
763,050 |
4.48 |
| 12 | ASIA INVESTMENT CORP. | 2,608,965 | 13,952,440 |
9,979,369 |
3,973,071 |
366,434 |
364,821 |
687,540 |
2.64 |
| 13 | CHIAHUI POWER CORP. | 5,700,000 | 19,349,047 |
9,290,728 |
10,058,319 |
5,932,839 |
1,814,939 |
1,378,469 |
2.42 |
| 14 | FU DA TRANSPORTATION CO., LTD. |
379,819 | 1,234,718 |
375,435 |
859,283 |
757,196 |
103,642 |
114,015 |
3.00 |
| 15 | PERFECT INDUSTRIAL HOLDINGS PTE. LTD. |
276,326 | 77,157,830 |
0 |
77,157,830 |
0 |
(86) | 11,945,536 | 1,229.02 |
| 16 | ORIENTAL CONCRETE PTE. LTD. |
364,990 | 254,619 |
269 |
254,350 |
8,858 |
2,617 |
2,545 |
0.15 |
| 17 | FU SHAN MINERAL STONE CO.,LTD. |
13,000 | 82,874 |
61,199 |
21,675 |
2,908 |
(5,515) |
(6,187) | (4.76) |
| 18 | KOWLOON CEMENT CORP. LTD. |
93,150 | 913,779 |
1,695 |
912,084 |
39,058 |
2,829 |
45,516 |
19.79 |
| 19 | AC MEGA INVESTMENT LTD. |
532,169 | 576,112 |
0 |
576,112 |
0 |
(138) | 89,699 | 5.04 |
| 20 | AC LEAP INVESTMENT LTD. |
553,072 | 676,834 |
0 |
676,834 |
0 |
(138) | 104,394 | 5.64 |
| 21 | AC MEGA II INVESTMENT LTD. |
268,817 | 310,143 |
0 |
310,143 |
0 |
(127) | 44,604 | 4.80 |
| 22 | AC MEGA III INVESTMENT LTD. |
268,817 | 355,675 |
0 |
355,675 |
0 |
(127) | 51,651 | 5.55 |
| 23 | AC MEGA IV INVESTMENT LTD. |
484,454 | 712,480 |
0 |
712,480 |
0 |
(127) | 109,528 | 6.76 |
-170-
| No. | Company Name | Capital | Total Assets | Total Liabilities |
Net Value | Net Sales | Operating Income (Loss) |
Income (Loss) After Income Tax |
Earnings (Loss) per Share (After Income Tax) |
|---|---|---|---|---|---|---|---|---|---|
| 24 | YA LI PRECAST CONCRETE INDIA PVT. LTD. |
8,338 | 4,513 |
2,758 | 1,755 |
0 |
0 | 0 | Note 1 |
| 25 | ASIA ORIENTAL (GUAM) L.L.C |
242,046 | (8,239) |
1 | (8,240) |
0 | (34,068) | (56,348) | Note 1 |
| 26 | PT YATUNG CONCRETE INTERNATIONAL CORP. |
0 | 0 |
0 | 0 |
46,626 | (29,534) |
(39,121) | Note 1、2 |
| 27 | YATUNG VIETNAM CO., LTD. | 201,823 | 327,276 |
43,164 |
284,112 |
109,251 |
1,184 |
7,542 |
Note 1 |
| 28 | YA SING READY-MIXED CONCRETE CORP. |
100,000 | 379,167 |
228,018 |
151,149 |
832,825 |
69,069 |
48,750 |
4.87 |
| 29 | ASIA CEMENT EXPLORER INVESTMENT LTD. |
304,443 | 151,175 |
0 |
151,175 |
0 |
(152) | 25,720 | 2.52 |
| 30 | ASIA CEMENT PIONEER INVESTMENT LTD. |
1,794,320 | 2,153,769 |
55,438 |
2,098,331 |
0 |
(152) | 316,704 | 5.41 |
| 31 | ASIA CEMENT PIONEER II INVESTMENT LTD. |
529,811 | 706,024 |
0 |
706,024 |
0 |
(151) | 107,498 | 6.04 |
| 32 | ASIA CEMENT PIONEER III INVESTMENT LTD. |
275,817 | 287,453 |
0 |
287,453 |
0 |
(151) | 43,682 | 4.70 |
| 33 | ASIA CEMENT PIONEER IV INVESTMENT LTD. |
275,810 | 354,929 |
0 |
354,929 |
0 |
(151) | 61,044 | 6.70 |
| 34 | ASIA CONTINENT INVESTMENT HOLDINGS PTE. LTD. |
8,211,917 | 22,396,633 |
90 |
22,396,543 |
0 |
(377) | 5,109,245 | 15.41 |
| 35 | ORIENTAL INDUSTRIAL HOLDINGS PTE. LTD. |
23,825,585 | 54,743,747 |
148 |
54,743,599 |
0 |
(456) | 6,785,075 | 9.68 |
| 36 | KOWLOON CONCRETE CORP. LTD. |
36 | 157,133 |
120 |
157,013 |
2,743 |
965 |
25,944 |
2,594.40 |
| 37 | JOIN FORTUNE TRADING LTD. |
69,008 | 4,407 |
978 |
3,429 |
0 |
(221) | 1,143 | 0.47 |
| 38 | ASIA ORINTAL CONCRETE,LLC |
329,788 | 143,786 |
171,337 |
(27,551) |
181,274 | (40,234) |
(31,470) | Note 1 |
| 39 | JIANGXI YADONG CEMENT CO., LTD. |
10,124,037 | 30,390,202 |
4,548,339 |
25,841,863 |
19,327,422 |
7,046,509 |
6,310,074 |
Note 1 |
| 40 | HUANGGANG YADONG CEMENT CO., LTD. |
2,449,813 | 6,058,800 |
576,777 |
5,482,023 |
3,173,942 |
1,204,840 |
1,007,382 |
Note 1 |
| 41 | WUHAN YADONG CEMENT CO., LTD. |
1,027,460 | 3,031,752 |
256,406 |
2,775,346 |
1,174,638 |
10,831 |
91,736 |
Note 1 |
| 42 | ORIENTAL HOLDINGS CO., LTD. |
5,805,150 | 13,910,344 |
6,620 |
13,903,724 |
0 |
(1,128) | 1,307,722 | Note 1 |
| 43 | CHENGDU YA LI CEMENT PRODUCTS CO., LTD. |
116,563 | 417,313 |
92,765 |
324,548 |
480,888 |
(53,465) |
(33,436) | Note 1 |
| 44 | SHANGHAI YALI CEMENT PRODUCTS CO., LTD. |
426,450 | 180,046 |
133,608 |
46,438 |
39,121 |
23,650 |
(16,725) |
Note 1 |
| 45 | SICHUAN YALI CONCRETE PRODUCE CO., LTD. |
93,819 | 347,157 |
368,449 |
(21,292) |
350,183 | (279,159) |
(217,093) | Note 1 |
| 46 | SICHUAN YALI TRANSPORT CO., LTD. |
99,505 | 246,522 |
44,742 |
201,780 |
301,104 |
11,292 |
11,551 |
Note 1 |
| 47 | YANGZHOU YADONG CEMENT CO., LTD. |
1,010,118 | 2,347,109 |
391,137 |
1,955,972 |
3,831,516 |
302,000 |
225,520 |
Note 1 |
-171-
| 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) |
|---|---|---|---|---|---|---|---|---|---|
| 48 | SICHUAN YADONG CEMENT CO., LTD. |
10,471,906 | 24,120,763 |
1,305,693 |
22,815,070 |
8,318,061 |
2,474,407 |
3,987,341 |
Note 1 |
| 49 | HUBEI YADONG CEMENT CO., LTD. |
4,400,964 | 11,288,837 |
744,331 |
10,544,506 |
5,919,151 |
1,364,435 |
1,291,888 |
Note 1 |
| 50 | RUICHANG YADONG NEW MATERIAL CO., LTD. |
8,714 | 891,412 |
259,875 |
631,537 |
1,062,201 |
756,237 |
569,016 |
Note 1 |
| 51 | NANCHANG YALI CONCRETE PRODUCE LTD. |
261,429 | 945,146 |
152,578 |
792,568 |
885,922 |
108,334 |
80,837 |
Note 1 |
| 52 | JIANGXI YALI TRANSPORT CO., LTD. |
54,464 | 217,591 |
52,929 |
164,662 |
324,415 |
34,684 |
26,621 |
Note 1 |
| 53 | NANCHANG YADONG CEMENT CO., LTD. |
392,144 | 839,297 |
102,808 |
736,489 |
1,163,920 |
87,242 |
74,489 |
Note 1 |
| 54 | WUHAN YALI CEMENT PRODUCTS CO., LTD. |
261,429 | 584,318 |
160,404 |
423,914 |
399,597 |
43,274 |
29,832 |
Note 1 |
| 55 | TAIZHOU YADONG BUILDING MATERIAL CO., LTD. |
454,880 |
644,430 |
265,205 |
379,225 |
1,144,546 |
78,146 |
39,535 |
Note 1 |
| 56 | SICHUAN LANFENG BUILDING MATERIALS CO., LTD. |
87,143 | 47,076 |
145,228 |
(98,152) |
0 | (1,611) | (7,188) | Note 1 |
| 57 | SICHUAN LANFENG CEMENT CO., LTD. |
2,614,290 | 8,671,517 |
579,943 |
8,091,574 |
5,677,754 |
2,046,651 |
1,758,024 |
Note 1 |
| 58 | HUBEI YALI TRANSPORT CO., LTD. |
56,643 | 93,745 |
11,311 | 82,434 |
99,952 |
549 |
1,817 |
Note 1 |
| 59 | WUHAN YAXIN CEMENT CORP. LTD. |
392,144 | 1,826,459 |
191,082 |
1,635,377 |
1,394,157 |
168,154 |
164,460 |
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: PT YATUNG CONCRETE INTERNATIONAL CORP. was disposed in December 2020.
Note 3: The data in Balance Sheet are converted according to the exchange rate at the end of 2020 (USD : 28.43 ; SGD : 21.47 ; RMB :
4.35715 ; HKD : 3.643 ; INR : 0.38472 ; VND : 0.001229 ; IDR : 0.002016 ); the data in Income Statement are converted according to the 2020 average exchange rate (USD : 29.54917 ; SGD : 21.4275 ; RMB : 4.28615 ; HKD : 3.80942 ; INR : 0.39722 ; VND : 0.001273 ; IDR : 0.002020).
◎ 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: Please refer to the Note 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.
-172-
==> picture [200 x 64] intentionally omitted <==
Asia Cement Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 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, 2020 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 31, 2021
- 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, 2020 and 2019, 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 the 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, 2020 and 2019, 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, 2020. 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, 2020 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 the forward-looking estimates. When the actual future cash flows are less than expected, a material impairment loss may arise, refer to Notes 5 and 10 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 were as follows:
-
We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.
-
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.
-
We tested the recoverability of the trade receivables by vouching cash receipts after the balance sheet date.
-
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 17 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 were as follows:
-
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.
-
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 the equity method, were audited by other auditors as of December 31, 2020 and 2019. 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, 2020 and 2019, the aggregate carrying value of the equity-method investments in CSCGL was NT$14,380,609 thousand and NT$12,024,837 thousand, respectively, representing 5% and 4% of the consolidated total assets. For the years ended December 31, 2020 and 2019, the share of profit or loss of CSCGL was NT$2,146,467 thousand and NT$2,211,559 thousand, respectively, representing 9% and 8%, 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, 2020 and 2019 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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
- 5 -
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, 2020 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 audits resulting in this independent auditors’ report are Tai, Xin Wei and Fan, Yu Wei.
Deloitte & Touche Taipei, Taiwan Republic of China March 31, 2021
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, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6 and 35) 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 36) Financial assets at amortized cost - current (Notes 6, 9, 35 and 36) Contract assets - current (Notes 28 and 35) Notes receivable Third parties Trade receivables Third parties (Notes 10 and 11) Related parties (Notes 10 and 35) Other receivables (Note 35) Current tax assets (Note 30) Inventories (Note 12) Prepayments (Note 35) Other current assets (Note 20) Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method (Notes 14, 35 and 36) Financial assets at fair value through other comprehensive income - non-current (Notes 8 and 36) Financial assets at amortized cost - non-current (Notes 6, 9, 35 and 36) Property, plant and equipment (Notes 15 and 36) Right-of-use assets (Notes 16 and 35) Investment properties (Notes 17 and 36) Intangible assets (Notes 18 and 19) Deferred tax assets (Note 30) Finance lease receivables - non-current (Note 11) Other non-current assets (Notes 20 ,26 and 35) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 21 and 35) Short-term bills payable (Note 22) Financial liabilities at fair value through profit or loss - current (Notes 7 and 35) Contract liabilities - current (Note 28) Accounts payable and accrued expenses Third parties (Note 19) Related parties (Note 35) Dividends and bonuses payable Other payables - others Current tax liabilities (Note 30) Provisions - current (Note 25) Lease liabilities - current (Notes 16 and 35) Deferred revenue - current (Note 24) Current portion of long-term liabilities (Notes 23 and 35) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 23) Long-term borrowings (Notes 23 and 35) Provisions - non-current (Notes 20, 25 and 37) Deferred tax liabilities (Note 30) Lease liabilities - non-current (Notes 16 and 35) Deferred revenue - non-current (Note 24) Net defined benefit liabilities - non-current (Note 26) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 27) Share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS (Notes 27 and 32) Total equity TOTAL |
2020 Amount % $ 25,911,732 9 14,864,809 5 4,252,727 2 16,575,640 6 98,607 - 7,046,851 2 8,850,968 3 650,797 - 580,809 - 9,434 - 6,596,268 2 1,050,301 - 535,004 - 87,023,947 29 84,873,235 29 11,127,995 4 52,778 - 52,820,212 18 4,938,963 2 36,589,248 12 7,254,262 2 690,705 - 7,392,214 3 4,323,296 1 210,062,908 71 $ 297,086,855 100 $ 19,214,889 7 13,881,948 5 425,693 - 1,117,842 - 9,316,509 3 247,171 - 238,361 - 139,378 - 2,954,930 1 52,000 - 222,101 - 75,912 - 16,140,876 6 64,027,610 22 38,800,000 13 10,944,833 4 749,480 - 10,115,317 4 1,158,824 - 771,981 - 173,189 - 458,669 - 63,172,293 21 127,199,903 43 33,614,472 11 1,492,584 1 18,473,057 6 65,267,773 22 27,842,666 10 111,583,496 38 1,078,007 - 147,768,559 50 22,118,393 7 169,886,952 57 $ 297,086,855 100 |
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 - 9,991,422 3 1,264,765 1 847,893 - 164,208 - 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 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
- 7 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 28 and 35) OPERATING COSTS (Notes 12, 29 and 35) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 29 and 35) Expected credit loss (Note 10) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income (Note 29) Other gains and losses (Note 29) Finance costs (Note 29) Share of profit of associates and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 30) NET INCOME FOR THE YEAR OTHER COMPREHENSIVE LOSS, NET Items that will not be reclassified subsequently to profit or loss: Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans Share of other comprehensive (loss) income of associates and joint ventures |
2020 Amount % $ 78,240,880 100 54,911,404 70 23,329,476 30 - - 23,329,476 30 3,115,420 4 543,918 1 3,659,338 5 19,670,138 25 1,085,263 1 999,556 1 (1,086,933) (1) (1,163,645) (1) 4,639,504 6 4,473,745 6 24,143,883 31 5,370,076 7 18,773,807 24 (978,258) (1) (64,126) - (254,143) (1) (1,296,527) (2) |
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 1,126,001 1 872,599 1 661,654 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 1,193,292 1 486,711 1 1,778,252 2 3,458,255 4 |
(Continued)
- 8 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive loss of associates and joint ventures Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 31) Basic Diluted |
2020 Amount % $ 885,825 1 (778,629) (1) 107,196 - (1,189,331) (2) $ 17,584,476 22 $ 14,710,486 19 4,063,321 5 $ 18,773,807 24 $ 13,255,580 17 4,328,896 5 $ 17,584,476 22 $ 4.70 $ 4.41 |
2019 | ||
|---|---|---|---|---|
| Amount % $ (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 |
||||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
(Concluded)
- 9 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 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 the 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 the equity method BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends - $3 per share Equity component of convertible bonds issued by the Corporation Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Actual acquisition of interests in subsidiaries Changes in percentage of ownership interests in subsidiaries 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 the equity method BALANCE AT DECEMBER 31, 2020 |
Equity Attributable to O | wne | **rs of the Corporation ** | Non-controlling Total Interests $ 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 - - - - (10,084,341 ) - - - 36,112 - 14,710,486 4,063,321 (1,454,906 ) 265,575 (1,424,502 ) (3,966,552 ) (20,704 ) 20,704 - (1,646,335 ) - - (60,944) - $ 147,768,559 $ 22,118,393 |
Total Equity $ 158,905,242 - - (9,412,052 ) 93,500 22,243,953 (617,304 ) (1,748,520 ) - (15,781) 169,449,038 - - (10,084,341 ) - 36,112 18,773,807 (1,189,331 ) (5,391,054 ) - (1,646,335 ) - (60,944) $ 169,886,952 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Share Capital ** | Issued Amount Capital Surplus $ 33,614,472 $ 1,362,554 - - - - - - - 93,500 - - - - - - - - - - 33,614,472 1,456,054 - - - - - - - - - 36,112 - - - - - 418 - - - - - - - - $ 33,614,472 $ 1,492,584 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 1,745,968 - (1,745,968 ) - 804,347 (804,347 ) - - (10,084,341 ) - - - - - - - - 14,710,486 - - (103,026 ) - - (1,424,920 ) - - (20,704 ) - - - - - 2,590 - - (60,944) $ 18,473,057 $ 65,267,773 $ 27,842,666 |
Other Equity | Total Other Equity $ 2,996,214 - - - - - (484,026 ) - (79,711 ) - 2,432,477 - - - - - - (1,351,880 ) - - - (2,590 ) - $ 1,078,007 |
||||||||
| Exchange Differences on Unrealized Gain (Loss) on Translating the Financial Financial Assets at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (2,641,364 ) $ 5,268,916 - - - - - - - - - - (3,271,837 ) 2,719,118 - - - (79,711 ) - - (5,913,201 ) 7,908,323 - - - - - - - - - - - - (195,754 ) (1,491,574 ) - - - - - - - (2,590 ) - - $ (6,108,955) $ 6,414,159 |
Gains on Property Revaluation $ 307,728 - - - - - 77,486 - - - 385,214 - - - - - - 331,756 - - - - - $ 716,970 |
Cash Flow Hedges $ 60,934 - - - - - (8,793 ) - - - 52,141 - - - - - - 3,692 - - - - - $ 55,833 |
||||||||||
| Shares 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 31, 2021)
- 10 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of loss of associates and joint ventures Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Gain on disposal of financial assets (Gain) loss on disposal of investments accounted for using the equity method Impairment loss recognized on property, plant and equipment Write-downs (reversal) of inventories Realized gain on transactions with associates Unrealized gain on foreign exchange Gain on changes in fair value of investment properties Loss on disposal of subsidiaries Gains on modification of lease 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 Interests paid Income tax paid Net cash generated from operating activities |
2020 $ 24,143,883 4,628,688 318,863 543,918 240,993 1,163,645 (1,085,263) (786,481) (4,639,504) 72,151 1,886 (306,543) (2,774) 13,212 8,690 (3,997) (121,120) (237,856) 58,871 (8,743) (9,769,641) (30,195) 4,193,907 1,548,211 (69,801) 1,221,677 730,120 (44,399) 130,407 (614,462) 33,048 (11,295) (75,912) 21,244,184 1,021,397 3,938,949 (1,106,774) (5,482,574) 19,615,182 |
2019 $ 28,393,182 4,827,418 1,292,725 191,031 (1,129,040) 1,820,623 (1,126,001) (761,309) (5,490,375) 44,225 - (365,192) 5,761 - (18,619) - (295,492) (197,647) - - 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 (1,803,500) (4,796,169) 37,271,901 |
|---|---|---|
(Continued)
- 11 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Proceeds from (purchase of) financial assets at amortized cost Acquisition of associates Net cash inflow on disposal of associates Increase in long-term prepayments for investment Net cash inflow on disposal of subsidiaries Proceeds from capital reduction of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in advance receipt for investment Decrease in refundable deposits Payments for intangible assets Payments for right-of-use assets Payments for investment properties (Increase) decrease in other non-current assets Proceeds from disposal of right-of-use assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings (Decrease) increase in short-term bills payable Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Increase in other non-current liabilities Dividends paid Acquisition of additional interests in subsidiaries Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
2020 $ (1,597,817) 909,341 5,931,149 (6) 2,774 (67,474) (2,857) 16,467 (6,293,577) 189,913 150,000 69,924 (3,779,208) (66,453) (2,343) (37) 34,143 (4,506,061) (4,390,372) (5,050,100) 28,800,000 (3,000,000) 64,307,163 (77,052,903) (281,771) (236,111) 15,717 (10,084,585) (5,391,054) (1,646,335) (14,010,351) 77,467 |
2019 $ (275,281) - (8,715,533) (3,326,114) 63,008 (11,224) - - (3,754,851) 37,708 - 596,780 (58,941) - (27,224) 5,300 - (15,466,372) (704,248) 369,075 10,000,000 (4,000,000) 86,653,202 (92,064,122) (10,073) (267,792) 21,680 (9,412,164) - (1,748,520) (11,162,962) (836,483) (Continued) |
|---|---|---|
- 12 -
ASIA CEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| 2020 NET INCREASE IN CASH AND CASH EQUIVALENTS $ 1,176,237 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 24,735,495 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 25,911,732 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 31, 2021) |
2019 $ 9,806,084 14,929,411 $ 24,735,495 (Concluded) |
|---|---|
- 13 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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, 2020, the issued and outstanding GDSs aggregated 27,237 units, representing 272,367 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, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of 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 IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:
Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”
The Group elected to apply the practical expedient provided in the amendment to IFRS 16 with respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The related accounting policies are stated in Note 4. Prior to the application of the amendment, the Group shall determine whether or not the abovementioned rent concessions need to be accounted for as lease modifications.
The Group applied the amendment from January 1, 2020. Because the abovementioned rent concessions affect only in 2020, retrospective application of the amendment has no impact on the retained earnings as of January 1, 2020.
-
14 -
-
b. The IFRSs endorsed by the FSC for application starting from 2020
| New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” |
Effective Date Announced by IASB |
|---|---|
| Effective immediately upon promulgation by the IASB January 1, 2021 |
As of the date the financial statements were authorized for issue, the Group assessed that the application of the above standards and interpretations did not have any material impact on the Group’s financial position and financial performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” 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 IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 4) January 1, 2023 (Note 5) January 1, 2022 (Note 6) January 1, 2022 (Note 7) |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
-
Note 4: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 5: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
15 -
-
Note 6: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 7: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) 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:
-
1) Liabilities held primarily for the purpose of trading;
-
16 -
-
2) 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
-
3) 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.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Corporation.
Refer to Note 13, Tables 8 and 9 for detailed information on subsidiaries (including percentages of ownership and main businesses).
e. 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.
- 17 -
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.
f. 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.
g. Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.
The Group uses the equity method to account for its investments in associates and joint ventures.
Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of equity of associates and joint ventures attributable to the Group.
Any excess of the cost of acquisition over the Group’s share of net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
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 the equity method. If the Group’s ownership interest is reduced due to its additional
- 18 -
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 the 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.
h. 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.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment 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.
i. 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.
- 19 -
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.
- j. 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.
k. 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.
- l. Impairment of property, plant and equipment, right-of-use asset, intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset 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.
- 20 -
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.
- m. 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.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- 1) 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.
- a) 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, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 34.
- b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i. The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and
-
21 -
-
ii. 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.
- c) Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- 2) 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.
-
22 -
-
3) 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
- 1) 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 34.
- 2) 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 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.
- 23 -
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.
n. 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.
- o. 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.
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:
-
1) Before the good or another asset transfers to the customer, the Group acquire the good or the control of asset from another party.
-
2) 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.
-
3) 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:
-
1) The Group is primarily responsible for fulfilling the promise to provide the specified good or service.
-
24 -
-
2) The Group has inventory risk before or after the specified good or service is transferred to the customer.
-
3) The Group has discretion in establishing the price of the specified good or service.
-
p. Leases
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.
1) 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.
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.
2) 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
- 25 -
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. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.
The Group negotiates with the lessor for rent concessions as a direct consequence of the Covid-19 to change the lease payments originally due by June 30, 2021, that results in the revised consideration for the lease substantially the same as, or less than, the consideration for the lease immediately preceding the change. There is no substantive change to other terms and conditions. The Group elects to apply the practical expedient to all of these rent concessions and, therefore, does not assess whether the rent concessions are lease modifications. Instead, the Group recognizes the reduction in lease payment in profit or loss as a deduction of expenses of variable lease payments, in the period in which the events or conditions that trigger the concession occur, and makes a corresponding adjustment to the lease liability.
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.
q. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
- r. 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.
- 26 -
Government grants related to income are recognized in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend 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.
s. Employee benefits
- 1) 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.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- 3) 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.
- t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for 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.
- 27 -
2) 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.
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.
- 3) 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 Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
- 28 -
Key Sources of Estimation Uncertainty
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 17.
6. 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 Commercial paper Repurchase agreements collateralized by bonds |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 9,821,180 3,312 1,162 15,023,096 993,695 69,287 $ 25,911,732 |
2019 $ 7,579,735 4,070 746 15,689,128 - 1,461,816 $ 24,735,495 |
The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of the reporting period were as follows:
| Commercial paper Time deposits Repurchase agreements collateralized by bonds |
**December 31 ** |
|---|---|
| 2020 2019 0.42%-0.55% - 0.05%-3.30% 0.52%-5.50% 0.24%-0.41% 0.45%-2.36% |
- 29 -
As of December 31, 2020 and 2019, the Group’s bank deposits in the amounts of $314,343 thousand and $419,742 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 $5,851,847 thousand and $22,633,307 thousand, respectively, are also classified as financial assets at amortized cost in the balance sheets as of December 31, 2020 and 2019. 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 Derivative financial assets (not under hedge accounting) Bond options 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 Cross-currency swap contracts |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 94,743 9,311,570 5,458,496 $ 14,864,809 $ - 425,693 $ 425,693 |
2019 $ - 1,253,617 3,474,606 $ 4,728,223 $ 81,724 30,346 $ 112,070 |
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, 2020 and 2019, 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
| Domestic investments Listed shares Unlisted shares Foreign investments Listed shares Unlisted shares |
December 31 | December 31 | December 31 | December 31 | |
|---|---|---|---|---|---|
| 2020 Current Non-current $ 4,102,617 $ 9,043,782 - 1,691,106 4,102,617 10,734,888 150,110 - - 393,107 150,110 393,107 $ 4,252,727 $ 11,127,995 |
2019 | ||||
| Current $ 4,102,617 - 4,102,617 150,110 - 150,110 $ 4,252,727 |
Current $ 3,765,869 - 3,765,869 212,497 - 212,497 $ 3,978,366 |
Non-current $ 9,472,552 1,614,601 11,087,153 - 604,985 604,985 $ 11,692,138 |
-
30 -
-
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. 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, 2020, 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.
-
c. Refer to Note 36 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 Notes receivable Current Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 5,851,847 314,343 10,462,228 $ 16,628,418 $ 16,575,640 $ 52,778 |
2019 $ 22,633,307 419,742 - $ 23,053,049 $ 23,016,985 $ 36,064 |
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 36 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 9,748,930 778,653 89,250 51,449 (1,165,856) (661) $ 9,501,765 |
2019 $ 11,145,513 723,487 114,242 23,119 (1,042,840) (918) $ 10,962,603 |
- 31 -
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.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. 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, 2020
Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost December 31, 2019 Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
Less than 90 Days 91 to 180 Days $ 6,513,332 $ 1,440,464 (148,420) (99,688) $ 6,364,912 $ 1,340,776 Less than 90 Days 91 to 180 Days $ 6,690,351 $ 2,202,629 (51,582) (79,468) $ 6,638,769 $ 2,123,161 |
181 to 365 Days Over 366 Days $ 508,325 $ 1,286,809 (101,479) (816,269) $ 406,846 $ 470,540 181 to 365 Days Over 366 Days $ 885,134 $ 1,367,399 (112,300) (799,490) $ 772,834 $ 567,909 |
Total $ 9,748,930 (1,165,856) $ 8,583,074 Total $ 11,145,513 (1,042,840) $ 10,102,673 |
|---|---|---|---|
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 Disposal of subsidiary Effect of foreign currency exchange differences Balance at December 31 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,043,758 502,105 1 (388,763) (6,006) 15,422 $ 1,166,517 |
2019 $ 884,685 191,031 32,035 (21,687) - (42,306) $ 1,043,758 |
- 32 -
11. FINANCE LEASE RECEIVABLES
| 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,401,682 1,401,682 1,401,682 1,401,682 1,401,682 4,205,046 11,213,456 (3,042,589) $ 8,170,867 $ 778,653 7,392,214 $ 8,170,867 |
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 |
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, 2020, 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. INVENTORIES
| Finished goods Work in progress Raw materials Supplies |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 2,141,698 783,221 2,065,356 1,605,993 $ 6,596,268 |
2019 $ 2,597,488 928,473 2,236,836 2,026,997 $ 7,789,794 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $49,268,736 thousand and $56,533,839 thousand, respectively. The cost of goods sold included inventory write-downs of $8,690 thousand and reversals of inventory write-downs of $18,619 thousand. The reversals of previous write-downs resulted from the sale of these inventories.
- 33 -
13. 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) DCI 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 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 |
Proportion of Ownership and Voting Rights December 31 2020 2019 Remark 99.99 99.99 Note 7 99.99 99.99 Note 7 99.98 99.94 Note 7 99.69 59.59 Notes 1 and 7 99.96 99.96 67.73 67.73 Note 1 83.92 83.81 Note 7 100.00 100.00 99.95 99.82 Note 7 99.74 98.23 Note 7 100.00 100.00 100.00 100.00 51.61 51.00 Note 7 49.00 49.00 99.56 99.56 100.00 100.00 Notes 3 and 4 100.00 100.00 Note 4 100.00 100.00 Note 4 100.00 100.00 Notes 3 and 4 100.00 100.00 Notes 3 and 4 69.95 69.93 Note 8 100.00 100.00 - 99.00 Note 9 95.04 95.04 Note 2 71.68 71.68 Note 2 99.94 99.87 Note 8 0.20 0.20 0.01 0.01 - - 0.02 0.02 0.02 0.02 0.38 0.38 0.03 0.03 0.05 0.05 0.07 0.07 - - 100.00 100.00 Notes 5 and 6 100.00 100.00 Notes 5 and 6 100.00 100.00 Notes 5 and 6 100.00 100.00 Notes 5 and 6 100.00 100.00 Notes 5 and 6 - 1.00 Note 9 99.99 99.99 4.96 4.96 Note 2 100.00 100.00 4.07 4.07 (Continued) |
|---|---|
- 34 -
| Investor Subsidiary 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 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 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) |
Proportion of Ownership and Voting Rights December 31 2020 2019 Remark 100.00 100.00 100.00 100.00 99.99 99.99 85.00 85.00 90.00 90.00 100.00 100.00 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 52.00 51.99 Note 8 50.00 50.00 100.00 100.00 100.00 100.00 Note 10 10.00 10.00 10.00 10.00 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 4 (Concluded) |
|---|---|
Remarks:
-
Note 1: Subsidiaries that have material non-controlling interests. See Tables 8 and 9 for the information on the places of incorporation and principal places of business.
-
Note 2: 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 71.68%. YLPPC’s percentage of ownership in AOG decreased from 22.31% to 4.96% accordingly since it did not participate in this subscription.
-
Note 3: In January 2019, the Corporation’s subsidiary, DCI, fully subscribed for cash capital increase of its subsidiaries, ACL, ACM and ACM IV, for US$8,700 thousand, US$8,100 thousand and US$6,700 thousand, respectively.
-
35 -
-
Note 4: In the third quarter of 2020, the Corporation’s sub-subsidiaries, JFTL, ACL, ACM, ACM II, ACM Ⅲ, and ACM Ⅳ, underwent capital reduction in the amounts of HK$4,323 thousand, US$9,800 thousand, US$9,900 thousand, US$700 thousand, US$700 thousand and US$9,900 thousand, respectively.
-
Note 5: In December 2019, the Corporation’s subsidiary, AIC, fully subscribed for cash capital increase of its subsidiaries, ACE, ACP, ACPⅡ, ACPⅢ, and ACP Ⅳ, for US$9,500 thousand, US$2,000 thousand and US$9,500 thousand, US$9,500 thousand, US$9,500 thousand, and US$9,500 thousand respectively.
-
Note 6: In October 2020, the Corporation’s sub-subsidiaries, ACE, ACP, ACP II, ACP Ⅲ, and ACP Ⅳ, underwent capital reduction in the amounts of US$10,700 thousand, US$10,000 thousand, US$10,200 thousand, US$10,200 thousand, and US$9,900 thousand, respectively.
-
Note 7: From April to December 2020, the Corporation acquired non-controlling interests in its subsidiaries, including CHP, YTRMC, DCI, FMT, NHC, AEE, YLT and YLPPC; refer to Note 32.
-
Note 8: From July to December 2020, YTRMC, FMT and JYDC acquired non-controlling interests in their subsidiaries, YSRMC, FDT, and JYLTC, respectively; refer to Note 32.
-
Note 9: On December 25, 2020, the Corporation’s subsidiaries, YTRMC and YLPPC, sold their interests in its subsidiary, PYCI, and the loss recognized from the disposal was $58,871 thousand.
-
Note 10: On January 29, 2019, JYDC established a 100% owned subsidiary, RYNM. As of December 31, 2020, accumulated investments amounted to RMB2,000 thousand. RYNM mainly manufactures new building materials products and construction waste.
-
b. Subsidiaries excluded from the consolidated financial statements: None.
-
c. Details of subsidiaries that have material non-controlling interests
| Name of Subsidiary Principal Place of Business CHP Refer to Table 8 ACCHC Refer to Tables 8 and 9 |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
|---|---|
| December 31 | |
| 2020 2019 0.30% 40.40% 28.00% 28.00% |
| Name of Subsidiary ACCHC CHP Others |
Profit (Loss) Allocated to Non-controlling Interests For the Year Ended December 31 2020 2019 $ 3,540,600 $ 4,321,381 478,931 443,213 43,790 19,686 $ 4,063,321 $ 4,784,280 |
Accumulated Non-controlling Interests |
Accumulated Non-controlling Interests |
||
|---|---|---|---|---|---|
| December 31 | |||||
| 2020 $ 3,540,600 478,931 43,790 $ 4,063,321 |
2020 $ 21,344,668 30,175 743,550 $ 22,118,393 |
2019 $ 18,753,394 3,886,984 741,302 $ 23,381,680 |
- 36 -
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 (loss) income 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 ** | |
|---|---|---|---|
| 2020 2019 $ 2,855,031 $ 3,143,217 16,494,015 13,720,031 4,021,651 3,506,027 5,269,076 3,735,973 $ 10,058,319 $ 9,621,248 $ 10,028,144 $ 5,734,264 30,175 3,886,984 $ 10,058,319 $ 9,621,248 For the Year Ended December 31 |
|||
| 2020 $ 5,932,839 $ 1,378,469 (1,398) $ 1,377,071 $ 899,538 478,931 $ 1,378,469 $ 898,144 478,927 $ 1,377,071 $ 378,504 |
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 |
- 37 -
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 income (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 | |
|---|---|---|---|
| 2020 2019 $ 46,509,962 $ 54,137,126 47,646,022 48,712,010 18,875,249 33,015,509 3,349,676 7,057,620 $ 71,931,059 $ 62,776,007 $ 50,586,391 $ 44,022,613 19,672,485 17,119,905 1,672,183 1,633,489 $ 71,931,059 $ 62,776,007 For the Year Ended December 31 |
|||
| 2020 $ 46,481,228 $ 11,743,520 965,782 $ 12,709,302 $ 8,202,920 3,190,025 350,575 $ 11,743,520 $ 8,898,283 3,460,444 350,575 $ 12,709,302 $ 907,857 $ 343,119 |
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 |
- 38 -
14. INVESTMENTS ACCOUNTED FOR USING THE 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 Far Eastern Construction Co., Ltd. (FEC) Yuan Ding Co., Ltd. (YDC) 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 Three (Catalyst Tranche Three) Drive Catalyst SPC - SP Tranche One (Catalyst Tranche One) 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) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 2019 $ 84,323,883 $ 83,943,246 549,352 468,994 $ 84,873,235 $ 84,412,240 December 31 |
|||
| 2020 $ 41,566,417 9,379,683 14,380,609 65,326,709 4,935,305 4,441,817 3,038,347 2,453,784 1,942,089 695,211 634,350 377,260 127,392 106,171 100,653 90,194 52,544 1,538 479 40 18,997,174 $ 84,323,883 |
2019 $ 42,414,539 10,899,366 12,024,837 65,338,742 4,398,357 4,538,927 3,031,722 2,560,533 1,921,049 669,788 640,867 373,481 118,975 120,649 97,282 79,282 51,455 1,607 488 42 18,604,504 $ 83,943,246 |
- 39 -
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 FEC YDC YDES YYI OSC YDEC FEDSDL YDLC Catalyst Tranche Three Catalyst Tranche One EISF HZYCCL PGIC OFSPC Catalyst PMA |
December 31 |
|---|---|
| 2020 2019 25.74% 25.74% 41.41% 41.41% 17.46% 17.46% 33.76% 33.76% 49.99% 49.99% 40.00% 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% 25.00% 48.73% 48.73% 40.00% 40.00% 31.00% 31.00% 33.00% 33.00% 33.00% 33.00% 33.33% 33.33% |
The Group is the single largest shareholder with 41.41% and 25.74% of the voting rights of associates, U-Ming and FENC, respectively. Considering the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other shareholders and the voting patterns at previous shareholders’ meetings, which indicate that other shareholders are not passive, the Group is not able to appoint more than half of the members of those charged with governance of U-Ming and FENC. Consequently, the Group considered and classified U-Ming and FENC as associates of the Group as it is merely able to exercise significant influence over U-Ming and FENC.
DCI, the Corporation’s subsidiary, subscribed for 4,000 shares of Drive Catalyst SPC-SP Tranche Three in the amount of 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, the Corporation’s subsidiaries, DCI and NHC, received cash refund of capital stock in the amount of $2,774 thousand and $63,008 thousand, respectively, and the Corporation recognized gains (losses) on disposal of investments of $2,774 thousand and $(5,761) thousand for the years ended December 31, 2020 and 2019, respectively.
The Corporation’s subsidiaries, ACCHC, Far Eastern Polytex (Holding) Limited (FEPHL) and FEDS Development (BVI) Ltd. (FEDSBVI) intended to jointly invest in YDES. Through this investment, ACCHC can participate in projects on land development and commercial building construction in the Shanghai World EXPO area.
YDES was initially established by Far Eastern New Century (China) Corporation (FENCC), a wholly owned subsidiary of FEPHL. In addition, ACCHC has signed related investment contracts with FEPHL and FEDSBVI and will subscribe for new shares issued by YDES when the completion of the construction process of the commercial building reaches 25%. On February 18, 2019 and June 30, 2019, ACCHC subscribed for YDES’s cash capital increase in the amount of RMB714,190 thousand through its subsidiary OHC; after the subscription, ACCHC’s percentage of ownership in YDES was 40%.
- 40 -
As of December 31, 2020 and 2019, 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 | |
|---|---|---|---|
| 2020 $ 39,884,286 $ 12,911,856 $ 5,068,493 |
2019 $ 41,124,212 $ 11,757,137 $ 8,855,602 |
- 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 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 2019 $ 30,257,013 $ 31,823,888 296,195,063 297,297,715 22,380,382 24,007,226 100,042,507 100,592,089 204,029,187 204,522,288 25.74% 25.74% 52,517,113 52,644,037 (10,950,696) (10,229,498) $ 41,566,417 $ 42,414,539 **For the Year Ended December 31 ** |
|||
| 2020 2019 $ 38,768,801 $ 46,477,960 $ 8,062,699 $ 10,732,669 (26,143) (186,100) $ 8,036,556 $ 10,546,569 $ 2,066,555 $ 2,479,866 **December 31 ** |
|||
| 2020 $ 2,088,840 47,537,505 14,349,470 12,101,381 23,175,494 41.41% 9,596,972 |
2019 $ 2,225,116 49,594,962 11,281,141 13,694,378 26,844,559 41.41% 11,116,333 (Continued) |
- 41 -
| Unrealized gain or loss with associates Other adjustments Carrying amount Operating revenue Net profit for the year Other comprehensive (loss) income Total comprehensive (loss) 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 Total comprehensive income for the year |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 2019 $ (87,523) $ (87,524) (129,766) (129,443) $ 9,379,683 $ 10,899,366 (Concluded) For the Year Ended December 31 |
|||
| 2020 2019 $ 1,039,426 $ 1,062,972 $ 878,425 $ 1,621,695 (2,941,713) 1,118,819 $ (2,063,288) $ 2,740,514 $ 664,840 $ 618,330 December 31 |
|||
| 2020 2019 $ 31,277,287 $ 26,673,504 89,317,484 88,426,257 42,872,156 47,973,181 8,522,285 13,066,715 780,884 442,928 68,419,446 53,616,937 17.46% 17.46% 11,927,957 9,416,541 1,856,015 1,856,015 596,637 752,281 $ 14,380,609 $ 12,024,837 For the Year Ended December 31 |
|||
| 2020 $ 89,543,906 $ 14,034,527 93,155 $ 14,127,682 |
2019 $ 96,302,852 $ 13,578,105 8,286 $ 13,586,391 |
-
42 -
-
3) Aggregate information of associates that are not individually material:
The Group’s share of: Profit for the year Other comprehensive (loss) 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 |
|---|---|---|---|
| 2020 $ 847,607 (122,722) $ 724,885 |
2019 $ 687,961 365,142 $ 1,053,103 |
-
4) The amounts of investments in associates pledged as collateral for bank borrowings are disclosed in Note 36.
-
b. 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) Profit Enterprises Int’l Ltd. (PEI) Empire Success Corp. Ltd. (ESC) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 281,236 210,239 53,437 4,440 - $ 549,352 |
2019 $ 206,833 201,735 40,629 16,508 3,289 $ 468,994 |
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 PEI ESC |
**December 31 ** |
|---|---|
| 2020 2019 50.00% 50.00% 50.00% 50.00% 40.00% 40.00% 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 |
|---|---|---|---|
| 2020 $ 127,251 - $ 127,251 |
2019 $ 145,736 - $ 145,736 |
All the associates and joint ventures are accounted for using the equity method.
- 43 -
Due to the liquidation of ESC in the third quarter of 2020, the Corporation’s sub-subsidiary JFTL received cash refund of capital stock in the amount of HK$4,323 thousand for the year ended December 31, 2020.
Refer to Table 8 “Information on Investees” and Table 9 “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.
15. PROPERTY, PLANT AND EQUIPMENT
Assets used by the Group
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 Cost Balance at January 1, 2020 Additions Disposals Transferred from supplies Transferred to intangible assets Transferred from completed construction Reclassified Disposal of subsidiary Effect of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation expense Impairment losses Disposals Reclassified Disposal of subsidiary Effect of foreign currency exchange differences Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Land $ 6,592,017 - - - - - - - 6,592,017 12,595 - - - - 12,595 $ 6,579,422 $ 6,592,017 502,149 - - - - - - - 7,094,166 12,595 - - - - - - 12,595 $ 7,081,571 |
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 $ 24,161,562 27,978 (135,097 ) - - 338,061 - - 267,578 24,660,082 10,095,645 620,262 - (91,035 ) - - 75,790 10,700,662 $ 13,959,420 |
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 $ 73,487,784 100,501 (862,658 ) - (9,034 ) 803,694 6,152 (2,748 ) 774,229 74,297,920 51,105,580 3,029,445 - (695,593 ) 2,201 (1,323 ) 502,306 53,942,616 $ 20,355,304 |
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 $ 12,347,046 $ 5,569,372 208,159 5,382,313 (540,971 ) - 2,837 - - (5,195 ) 347,936 (1,489,691 ) (6,152 ) - (57,378 ) - 45,993 5,720 12,347,470 9,462,519 10,262,680 - 597,572 - 13,212 - (490,034 ) - (2,201 ) - (21,197 ) - 26,040 - 10,386,072 - $ 1,961,398 $ 9,462,519 |
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 $ 122,157,781 6,221,100 (1,538,726 ) 2,837 (14,229 ) - - (60,126 ) 1,093,520 127,862,157 71,476,500 4,247,279 13,212 (1,276,662 ) - (22,520 ) 604,136 75,041,945 $ 52,820,212 |
|---|---|---|---|---|---|
- 44 -
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 2-40 years Equipment 2-20 years Other equipment 2-15 years
As of December 31, 2020, the titles of land with carrying value of $89,019 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 36 for the carrying amount of property, plant and equipment pledged by the Group as collaterals for borrowings.
16. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amounts Land Buildings Equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Equipment |
**December 31 ** | **December 31 ** | **December 31 ** | |
|---|---|---|---|---|
| 2020 2019 $ 3,522,407 $ 3,585,342 859,273 890,167 557,283 604,778 $ 4,938,963 $ 5,080,287 For the Year Ended December 31 |
||||
| 2020 $ 312,397 $ 140,637 83,890 156,882 $ 381,409 |
2019 $ 434,029 $ 141,027 95,394 147,604 $ 384,025 |
- b. Lease liabilities
| Carrying amounts Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 222,101 $ 1,158,824 |
2019 $ 190,607 $ 1,264,765 |
- 45 -
Range of discount rate for lease liabilities was as follows:
| Land Buildings Equipment |
December 31 |
|---|---|
| 2020 2019 1.06%-3.50% 1.06%-3.50% 1.30%-4.90% 1.30%-4.90% 1.17%-3.00% 1.17%-13.50% |
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.
d. Other lease information
Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 17. Lease arrangements for the leasing out of assets under finance leases are set out in Note 11.
Expenses relating to short-term leases Expenses relating to low-value asset leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash outflow for leases |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 205,662 $ 699 $ 61,940 $ 551,976 |
2019 $ 269,676 $ 890 $ 148,475 $ 686,833 |
The Group has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for leases that qualify as short-term leases or low-value asset leases
17. INVESTMENT PROPERTIES
| Measured at fair value Leased investment property Undeveloped investment property |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 30,332,308 6,256,940 $ 36,589,248 |
2019 $ 29,954,068 6,222,371 $ 36,176,439 |
- 46 -
| Balance at January 1, 2019 Changes in fair value of investment properties Effect of foreign currency exchange difference Additions Reclassified as leased Balance at December 31, 2019 Balance at January 1, 2020 Changes in fair value of investment properties Effect of foreign currency exchange difference Additions Write-off accounts receivable Reclassified as leased Balance at December 31, 2020 |
Leased Investment Property $ 29,481,076 363,361 (2,243) 24,834 87,040 $ 29,954,068 $ 29,954,068 365,844 2,401 2,343 - 7,652 $ 30,332,308 |
Undeveloped Investment Property $ 6,484,127 (165,714) (11,392) 2,390 (87,040) $ 6,222,371 $ 6,222,371 (127,988) 4,562 - 165,647 (7,652) $ 6,256,940 |
Total $ 35,965,203 197,647 (13,635) 27,224 - $ 36,176,439 $ 36,176,439 237,856 6,963 2,343 165,647 - $ 36,589,248 |
|---|---|---|---|
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. Others mainly included the following:
-
1) Asia-Cement Building held by the Corporation - leased to FEDS;
-
2) Pao-Ching Building held by the Corporation - leased to Sofiva Genomics;
-
3) Land and building in Chiayi City held by the Corporation;
-
4) Buildings in Sichuan held by SIYDCCL
-
5) Buildings in Wuhan held by HYDCCL;
-
47 -
The lease terms of the abovementioned land and buildings are 1-10 years, and the rents are paid monthly.
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, HYDCCL and SHYLCP as collaterals for overdue balances from customers.
The fair values of investment properties were valued by independent qualified professional appraisers. According to local requirements, entities are required to have independent appraisal for the investment properties with individual carrying amount of $300 million or higher. The fair values of investment properties as of December 31, 2020 and 2019 were determined by qualified professional appraisers, Mr. Chang from Savills (Taiwan) Limited and Mr. Tsai and Ms. Hu from DTZ real estate appraisers firm on March 2, 2021 and March 4, 2020, 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, 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 Reclassified as leased Balance at December 31, 2019 Balance at January 1, 2020 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 Reclassified as leased Balance at December 31, 2020 |
Completed Investment Property Investment Property under Construction $ 29,481,076 $ 6,484,127 363,361 (165,714) (2,243) (11,392) 24,834 2,390 87,040 (87,040) $ 29,954,068 $ 6,222,371 $ 29,954,068 $ 6,222,371 365,844 (127,988) 2,401 4,562 2,343 - - 165,647 7,652 (7,652) $ 30,332,308 $ 6,256,940 |
Total $ 35,965,203 197,647 (13,635) 27,224 - $ 36,176,439 $ 36,176,439 237,856 6,963 2,343 165,647 - $ 36,589,248 |
|---|---|---|
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 | |
|---|---|---|---|
| 2020 $ 19,492,803 22% 5.29% |
2019 $ 19,379,643 22% 5.99% |
- 48 -
The total selling price is estimated on the basis of the most effective use of the land or property available for sale after development is completed, taking into account the related regulations, domestic macroeconomic prospects, local land use, and market rates.
The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used were stated below. The increase in estimated future net cash inflows or the decrease in discount rates would result in increase in the fair value.
| Expected future cash inflows Expected future cash outflows Expected future cash inflows, net Discount rate |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 36,137,274 1,561,604 $ 34,575,670 1.98%-6.00% |
2019 $ 36,224,173 1,517,032 $ 34,707,141 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, 2020 and 2019 was $360,739 thousand and $358,324 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, 2020 and 2019, the risk premiums were 0.39%-4.41% and 0.225%-4.50%, respectively.
Refer to Note 36 for the carrying amount of investment properties pledged by the Group as collaterals for borrowings.
18. INTANGIBLE ASSETS - GOODWILL
| Cost Balance at January 1 Effect of foreign currency exchange differences Balance at December 31 |
2020 $ 2,398,644 37,041 $ 2,435,685 |
2019 $ 2,497,148 (98,504) $ 2,398,644 |
|---|---|---|
- 49 -
The goodwill comprised of the following:
-
a. 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.
-
b. 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, 2020, the Group assessed that there was no indication of impairment on the cash-generating units including the goodwill listed above.
19. INTANGIBLE ASSETS - OTHERS
| 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 Cost Balance at January 1, 2020 $ 6,302,904 Additions 452,872 Disposals - Transferred from completed construction 1,032 Disposal of subsidiary - Effect of foreign currency exchange differences 104,054 Balance at December 31, 2020 6,860,862 |
Computer Software $ 259,348 9,105 (937) - 2,363 (3,174) 266,705 $ 227,096 12,846 (937) (2,546) 236,459 $ 30,246 $ 266,705 3,325 (58,907) 13,197 (93) 1,389 225,616 |
Others $ 418,157 - - - - (3,655) 414,502 $ 91,417 439 - (3,655) 88,201 $ 326,301 $ 414,502 - - - - 1,374 415,876 |
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 $ 6,984,111 456,197 (58,907) 14,229 (93) 106,817 7,502,354 (Continued) |
|---|---|---|---|
- 50 -
| Quarry Right Accumulated amortization and impairment Balance at January 1, 2020 $ 2,057,778 Amortization expense 304,692 Disposals - Disposal of subsidiary - Effect of foreign currency exchange differences 37,103 Balance at December 31, 2020 2,399,573 Carrying amounts at December 31, 2020 $ 4,461,289 |
Computer Software $ 236,459 14,171 (57,021) (46) 1,066 194,629 $ 30,987 |
Others $ 88,201 - - - 1,374 89,575 $ 326,301 |
Total $ 2,382,438 318,863 (57,021) (46) 39,543 2,683,777 $ 4,818,577 (Concluded) |
|---|---|---|---|
The above items of other intangible assets with finite useful lives are amortized on a straight-line basis. Quarry rights are amortized over 5 to 47 years and the computer software and others are amortized over 2 to 5 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.
The Group finalized the independent valuation report in accordance with the aforementioned reform plans related to the mine reserves and the estimated amount of the provision of mine reserve fund, which was capitalized into the cost of quarry. In addition, the Group was required to accrue cost of production of mine, which represented the quantity of mine excavated times the agreed amount of unit cost for the current and past years, and such amount was charged on the cost of sales of the Group. As of the December 31, 2020, the fund payables of mine reserve of RMB299,724 thousand was accounted for as accounts payable and accrued expenses - third parties.
20. 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 | December 31 | |
|---|---|---|---|
| 2020 $ 1,505,147 2,518,491 264,380 35,278 $ 4,323,296 $ 65,523 $ 264,380 |
2019 $ 1,437,673 2,536,388 328,403 9,420 $ 4,311,884 $ 71,424 $ 328,403 |
- 51 -
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 shares of CSI. 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 has submitted all necessary documents to CSI for registration of the share transfer, among which the registration of shares of CSI acquired from two of the six shareholders were completed and the related prepaid investments in the balance sheets were therefore reclassified to financial assets at FVTOCI - non-current.
In addition, Chan Hongqing, a PRC individual, claimed that the shares of CSI which the Corporation acquired from the other four shareholders were pledged as collaterals under a loan contract signed with him on August 17, 2015 and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing. Later, according to an order of the High Court of Hong Kong announced on June 27, 2017, it requested the appointment of interim receivers in respect of the shares of CSI 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 withdrawn 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 four CSI shareholders from transferring and registering their CSI shares. The application for interlocutory relief was heard in the High Court of Hong Kong on April 3, 2019 and was dismissed by the High Court of Hong Kong on March 16, 2021. In view of this order, the registration of share transfer by CSI’s board of directors will no longer be restricted to the above-mentioned application for interlocutory relief. Therefore, the Corporation will apply to CSI’s board of directors for registration of the share transfer after re-obtaining the physical share certificates of the shares of CSI.
-
b. Chu Feng Power Corporation, Preparatory Office (Chu Feng) was founded in October 2016 by DCI, the Corporation’s subsidiary, for the development of offshore wind power in Taiwan. As of December 31, 2020 and 2019, the accumulated prepaid investments were $210,241 thousand and $142,768 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 but finally failed to win the tender offer. Later, on March 25, 2020, DCI’s board of directors resolved to enter into a joint venture agreement with Innogy Renewables Beteiligungs GmbH Company (“Innogy”), which was under restructure and renamed as RWE Renewables Beteiligungs GmbH in August 2020, to further develop Chu Feng offshore wind project. As of December 31, 2020, DCI has received advance receipt for investment from Innogy in the amount of $150,000 thousand, which was accounted for as other non-current liabilities. In addition, the Group recognized the amounts paid within the preparatory period as other receivables or prepaid investments and also recognized full amounts of provisions based on the preparatory loss of Chu Feng; refer to Note 25.
-
52 -
21. SHORT-TERM BORROWINGS
| Unsecured Secured Interest rate Final repayment date: Unsecured Secured |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 18,464,889 750,000 $ 19,214,889 0.78%-3.10% 2021.10.25 2021.3.31 |
2019 $ 22,211,603 1,600,000 $ 23,811,603 0.95%-3.79% 2020.12.24 2020.2.19 |
22. SHORT-TERM BILLS PAYABLE
| Commercial paper Less: Unamortized discounts on bills payable Interest rate (%) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 13,888,400 6,452 $ 13,881,948 0.25%-1.21% |
2019 $ 18,938,500 6,206 $ 18,932,294 0.38%-1.3% |
Short-term bills payable were issued under guarantee obtained from financial institutions.
23. LONG-TERM LIABILITIES
| Bank loans Bonds Domestic bonds 1stunsecured bonds issued in 2016 1stunsecured bonds issued in 2019 2ndunsecured bonds issued in 2019 1stunsecured bonds issued in 2020 2ndunsecured bonds issued in 2020-A 2ndunsecured bonds issued in 2020-B 3rdunsecured bonds issued in 2020-A 3rdunsecured bonds issued in 2020-B |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 17,715,404 3,000,000 6,500,000 3,500,000 7,700,000 2,800,000 2,700,000 4,000,000 2,200,000 |
2019 $ 30,972,304 6,000,000 6,500,000 3,500,000 - - - - - (Continued) |
- 53 -
| 4thunsecured bonds issued in 2020-A 4thunsecured bonds issued in 2020-B Overseas bonds 3rdEuro convertible bonds issued in 2018 - US$215,000 thousand Less: Current portion |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 4,100,000 5,300,000 41,800,000 6,370,305 65,885,709 16,140,876 $ 49,744,833 |
2019 $ - - 16,000,000 6,280,808 53,253,112 13,151,315 $ 40,101,797 (Concluded) |
-
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, 2020 and 2019, interest rates were 0.74%-3.30% and 0.89%-6.75%, respectively.
-
b. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to December 23, 2027. As of December 31, 2020 and 2019, interest rates were 0.57%-0.88% and 0.79%-0.88%, respectively.
-
c. 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.
-
54 -
-
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 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$37.11 as of December 31, 2020.
-
-
d. On January 22, 2019, CHP signed the syndicated loan agreement with 10 banks, including Bank of Taiwan. CHP may borrow up to $10,500,000 thousand under this loan agreement.
As of December 31, 2020, CHP’s credit lines used were as follows:
| Amount | ||||
|---|---|---|---|---|
| Loan Item | Category | (In Thousands) | Interest Rate | Contract Period |
| A | Loan | NT$ 4,600,000 | 1.797% | 20 years |
| C | Commercial paper | NT$ 2,750,000 | 1.215% | 90 days |
| D | Contract bonding | NT$ 275,000 | 0.450% | 181 days |
- 55 -
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.
- e. As of December 31, 2020, 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% | 2020.09.18-2021.09.18 |
| Mizuho | US$ 2,906 | 0.45% | 2020.09.18-2021.09.18 |
24. DEFERRED REVENUE
| Land use right Others Current Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 722,667 125,226 $ 847,893 $ 75,912 771,981 $ 847,893 |
2019 $ 790,753 133,052 $ 923,805 $ 75,912 847,893 $ 923,805 |
-
a. The deferred revenue on land use rights in Lin-Ya, Kaohsiung granted to FEDSDL (Note 17) is amortized to income over 50 years on a straight-line basis.
-
b. The deferred revenue on land use rights of Taipei Metro granted to YDC (Note 17) is amortized to income over 30 years on a straight-line basis.
25. PROVISIONS
| Preparatory costs provisions (Note 20) Decommissioning of electric factory provisions Accrued reward provisions Compensation of traffic accident provisions Other provisions (Note 37) |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 260,080 217,942 132,511 143,707 47,240 $ 801,480 |
2019 $ 263,015 217,942 130,172 134,324 20,640 $ 766,093 (Continued) |
- 56 -
| Current Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 52,000 749,480 $ 801,480 |
2019 $ 50,661 715,432 $ 766,093 (Concluded) |
26. 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 | |
|---|---|---|---|
| 2020 $ 1,258,766 (3,604,068) (2,345,302) $ (2,345,302) |
2019 $ 1,296,487 (3,668,667) (2,372,180) $ (2,372,180) |
- 57 -
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, 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) |
| Balance at January 1, 2020 | $ 1,296,487 |
$ (3,668,667) | $ (2,372,180) |
| Service cost | |||
| Current service cost | 14,752 | - | 14,752 |
| Past service cost and gain on settlements | (552) | - |
(552) |
| Net interest expense (income) | 11,716 |
(35,805) |
(24,089) |
| Recognized in profit or loss | 25,916 |
(35,805) |
(9,889) |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | 32,727 | 32,727 |
| Actuarial loss - changes in demographic | |||
| assumptions | 328 | - | 328 |
| Actuarial loss - changes in financial | |||
| assumptions | 32,222 | - | 32,222 |
| Actuarial loss - experience adjustments | 11,238 |
- |
11,238 |
| Recognized in other comprehensive income | 43,788 |
32,727 |
76,515 |
| Contributions from the employer | - | (14,512) | (14,512) |
| Benefits paid | (107,425) |
82,189 |
(25,236) |
| Balance at December 31, 2020 | $ 1,258,766 |
$ (3,604,068) |
$ (2,345,302) |
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.
-
58 -
-
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 |
|---|---|
| 2020 2019 0.20%-0.90% 0.65%-1.15% 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 | |
|---|---|---|---|
| 2020 $ (26,002) $ 26,849 $ 108,245 $ (110,528) |
2019 $ (27,702) $ 28,636 $ 126,052 $ (116,810) |
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 ** | |
|---|---|---|---|
| 2020 80.27 11.00 8.73 100.00 |
2019 82.07 9.86 8.07 100.00 |
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 | |
|---|---|---|---|
| 2020 2019 $ 10,601 $ 10,954 4.0-10.2 years 6.6-11.5 years |
- 59 -
27. EQUITY
a. Share capital
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 4,000,000 $ 40,000,000 3,361,447 $ 33,614,472 |
2019 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 the equity method (2) May be used to offset a deficit only Change of capital surplus of associates and joint ventures accounted for using the equity method (3) May not be used for any purpose Share warrants Change of capital surplus of associates and joint ventures accounted for using the equity method |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 41,790 55,325 992,530 1,089,645 128,456 185,411 89,072 274,483 $ 1,492,584 |
2019 $ 41,790 54,907 992,530 1,089,227 128,141 185,411 53,275 238,686 $ 1,456,054 |
-
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.
-
60 -
-
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 dividends policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”), apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Corporation shall make up for accumulated losses in past years. Providing that there is any remaining profit, 10% of the unappropriated earnings from the net profit after tax for the current period coupled with other items that recognized in retained earning directly for the current period shall be set aside as legal reserve. Subject to certain business conditions under which the Corporation may retain a portion of the remaining balance, the Corporation 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 Corporation'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. For the policies on distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 29(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 2019 and 2018 were approved in the shareholders’ meetings on June 23, 2020 and June 24, 2019, 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 | |||
| 2019 $ 1,745,968 $ 804,347 $ 10,084,341 $ 3.0 |
2018 $ 1,111,709 $ 518,281 $ 9,412,052 $ 2.8 |
- 61 -
The appropriation of earnings for 2020 had been proposed by the Corporation’s board of directors on March 25, 2021. 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, 2020 $ 1,310,348 $ 1,209,096 $ 11,933,138 $ 3.55 |
|---|---|
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$4.38 for the year ended December 31, 2020.
The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting to be held on June 25, 2021.
- 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, 2020.
-
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 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 |
|---|---|---|---|
| 2020 $ (5,913,201) 606,954 (802,708) $ (6,108,955) |
2019 $ (2,641,364) (1,818,030) (1,453,807) $ (5,913,201) |
-
62 -
-
2) Unrealized gain (loss) on financial assets at FVTOCI
Balance at January 1 Unrealized (loss) gain - equity instruments Share from associates and joint ventures accounted for using the 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 Share from associates and joint ventures accounted for using the equity method Balance at December 31 4) Gains on property revaluation Balance at January 1 Share from associates and joint ventures accounted for using the equity method Balance at December 31 f. Non-controlling interests Balance at January 1 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 (loss) gain on financial assets at FVTOCI Remeasurement on defined benefit plans Related income tax Share of other comprehensive (loss) income of associates and joint ventures accounted for using the equity method |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 2019 $ 7,908,323 $ 5,268,916 (976,509) 1,190,260 (542,950) 1,502,271 27,885 26,587 (2,590) (79,711) $ 6,414,159 $ 7,908,323 **For the Year Ended December 31 ** |
||
| 2020 $ 52,141 3,692 $ 55,833 For the Year Ended |
2019 $ 60,934 (8,793) $ 52,141 December 31 |
|
| 2020 $ 385,214 331,756 $ 716,970 For the Year Ended |
2019 $ 307,728 77,486 $ 385,214 December 31 |
|
| 2020 2019 $ 23,381,680 $ 21,156,116 4,063,321 4,784,280 278,871 (817,599) (1,749) 3,032 (1,137) 736 240 (118) (10,650) 3,782 (Continued) |
- 63 -
Share of other changes in equity of associates and joint ventures accounted for using the equity method Acquisition of non-controlling interests in subsidiaries (Note 32) Changes in percentage of ownership interests in subsidiaries 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 ** |
|---|---|---|---|
| 2020 $ - (3,966,552) 20,704 (1,646,335) $ 22,118,393 |
2019 $ (29) - - (1,748,520) $ 23,381,680 (Concluded) |
28. 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 |
|---|---|---|---|
| 2020 $ 69,172,659 5,254,644 1,755,931 1,089,922 267,213 2,004,673 (1,698,130) 306,543 452,457 759,000 (58,489) $ 78,240,880 |
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 |
b. Contract balances
Contract assets Contract liabilities |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 98,607 $ 1,117,842 |
2019 $ 68,412 $ 987,496 |
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
- 64 -
29. NET PROFIT
Net profit was as follows:
a. Other income
Government grants Dividends Rental income Others |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 417,006 334,024 15,961 232,565 $ 999,556 |
2019 $ 219,549 451,294 15,826 185,930 $ 872,599 |
b. Other gains and losses
Net (loss) gain on financial assets and liabilities designated as at FVTPL Gain on changes in fair value of investment properties (Note 17) Net foreign exchange (losses) gains Bank charges Loss on disposal of property, plant and equipment Loss on disposal of subsidiary Preparatory costs (Note 22) Gain on disposal of investments Loss on disposal of investments accounted for using the equity method Miscellaneous expenses |
**For ** | **For ** | **the Year Ended December 31 ** | **the Year Ended December 31 ** |
|---|---|---|---|---|
| $ | 2020 (240,993) 237,856 (162,371) (133,728) (72,151) (58,871) (23,899) - - (632,776) (1,086,933) |
2019 $ 1,129,040 197,647 (260,069) (129,895) (44,225) - (40,286) 46,846 (5,761) (231,643) $ 661,654 |
||
| $ |
c. Finance costs
Interest on bank loans Amortization of discount on bonds payable Interest on lease liabilities 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 |
|---|---|---|---|
| 2020 $ 1,131,684 89,497 47,564 2,339 (107,439) $ 1,163,645 |
2019 $ 1,745,355 88,240 38,518 5,842 (57,332) $ 1,820,623 |
- 65 -
Information about capitalized interest was as follows:
Capitalized interest Capitalization rate
| For the Year Ended December 31 |
|---|
| 2020 2019 |
| $ 107,439 $ 57,332 |
| 0.652%-1.797% 0.758%-1.797% |
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 ** |
|---|---|---|---|
| 2020 $ 4,169,535 453,679 5,474 $ 4,628,688 $ 280,040 38,823 $ 318,863 |
2019 $ 4,614,621 207,601 5,196 $ 4,827,418 $ 1,281,762 10,963 $ 1,292,725 |
e. Employee benefits expense
Post-employment benefits (Note 26) Defined contribution plans Defined benefit plans Short-term benefits Salary Remuneration of directors Labor and health insurance Other employees - related expenses Termination benefits Total employee benefits expense Post-employment benefits (Note 26) 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, 2020 | For the Year Ended December 31, 2020 | |
|---|---|---|---|
| Operating Costs Operating Expenses Non-operating Expenses $ 54,381 $ 26,684 $ - (4,662) (5,227) - 3,043,658 1,031,890 8,025 - 188,946 - 155,213 46,073 - 132,893 102,366 - - - 2,268 $ 3,381,483 $ 1,390,732 $ 10,293 For the Year Ended December 31, 2019 |
Total $ 81,065 (9,889) 4,083,573 188,946 201,286 235,259 2,268 $ 4,782,508 |
||
| Operating Costs $ 153,661 (457) 3,115,692 - 173,266 95,147 174 - $ 3,537,483 |
Operating Expenses Non-operating Expenses $ 36,735 $ - (2,818) - 1,062,143 9,492 246,812 - 48,568 (1) 84,028 6 - 1,235 180,062 - $ 1,655,530 $ 10,732 |
Total $ 190,396 (3,275) 4,187,327 246,812 221,833 179,181 1,409 180,062 $ 5,203,745 |
-
66 -
-
f. Employees’ compensation and remuneration of directors
According to the Corporation’s Articles, the Corporation accrued employees’ compensation and remuneration of directors at the rates between 0.1% 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, 2020 and 2019, which have been approved by the Corporation’s board of directors on March 25, 2021 and March 25, 2020, respectively, were as follows:
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 Cash Shares $ 189,834 $ - 166,104 - |
2019 | |
| Cash Shares $ 261,064 $ - 230,296 - |
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, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors at the Market Observation Post System website of the Taiwan Stock Exchange.
30. 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 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 |
|---|---|---|---|
| 2020 $ 4,655,164 268,298 539,746 (17,583) 5,445,625 (75,549) $ 5,370,076 |
2019 $ 5,286,839 4,049 357,160 33,997 5,682,045 467,184 $ 6,149,229 |
- 67 -
A reconciliation of accounting profit and income tax expenses is as follows:
Profit before tax from continuing operations Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Tax-exempt income Unrecognized deductible temporary differences Tax on changes in fair value of investment properties Unrecognized loss carryforwards Investment credits Additional income tax under the Alternative Minimum Tax Act Effect of different tax rate of the Group operating in other jurisdictions Income tax on unappropriated earnings 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 |
|---|---|---|---|
| 2020 $ 24,143,883 $ 4,828,777 241,219 (817,463) 100,545 19,150 21,834 (34,825) 3,075 335,165 268,298 539,746 (17,583) (117,862) $ 5,370,076 |
2019 $ 28,393,182 $ 5,678,636 394,782 (984,792) 1,495,799 (4,024) 44,197 - - (659,256) 4,049 357,160 33,997 (211,319) $ 6,149,229 |
In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.
- b. Income tax recognized in other comprehensive income
Deferred tax In respect of the current year Remeasurement on defined benefit plans |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2020 $ 12,386 |
2019 $ (117,626) |
c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 9,434 $ 2,954,930 |
2019 $ 6,785 $ 2,957,672 |
- 68 -
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, 2020
| Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Deferred tax assets Temporary differences Allowance for impairment loss $ 251,095 $ 110,778 $ - Defined benefit obligation 25,516 - 765 Other financial assets and liabilities 12,747 73,564 - Investment properties 5,464 17,180 - Property, plant and equipment 4,205 (1,935) - Others 100,120 17,662 - 399,147 217,249 765 Tax losses 75,782 (9,193) - $ 474,929 $ 208,056 $ 765 Deferred tax liabilities Temporary differences Land value increment tax $ 3,449,871 $ - $ - Investment properties 3,087,133 36,330 - Unappropriated earnings of subsidiaries and associates 2,294,123 61,024 - Finance leases 599,026 (28,679) - Defined benefit obligation 465,933 7,508 (11,621) Associates 55,652 (3,012) - Property, plant and equipment 39,684 6,584 - Provisions - 51,677 - Allowance for impairment loss - 1,075 - $ 9,991,422 $ 132,507 $ (11,621) 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 - |
Exchange Differences Closing Balance $ 5,747 $ 367,620 - 26,281 - 86,311 369 23,013 106 2,376 1,734 119,516 7,956 627,117 (1,001) 65,588 $ 6,955 $ 690,705 $ - $ 3,449,871 - 3,123,463 2,090 2,357,237 - 570,347 - 461,820 816 53,456 - 46,268 103 51,780 - 1,075 $ 3,009 $ 10,115,317 Exchange Differences Closing Balance $ (10,605) $ 251,095 (7) 25,516 - 12,747 (Continued) |
|---|---|
- 69 -
| Investment properties Property, plant and equipment Others Tax losses Deferred tax liabilities Temporary differences Land value increment tax Investment properties Unappropriated earnings of subsidiaries and associates Finance leases Defined benefit obligation Associates Property, plant and equipment Unrealized foreign exchange gain Allowance for impairment loss Others |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income $ 4,173 $ 1,534 $ - 3,940 235 - 127,364 (23,081) - 373,178 40,775 182 63,060 12,853 - $ 436,238 $ 53,628 $ 182 $ 3,449,871 $ - $ - 3,089,623 (2,490) - 1,763,029 541,424 - 616,363 (17,337) - 338,363 9,762 117,808 61,168 (3,219) - 32,877 6,807 - 11,372 (11,372) - 296 (296) - 2,467 (2,467) - $ 9,365,429 $ 520,812 $ 117,808 |
Exchange Differences Closing Balance $ (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 |
|---|---|---|
(Concluded)
e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
| Loss carryforwards Expire in 2020 Expire in 2021 Expire in 2022 Expire in 2023 Expire in 2024 Expire in 2025 Expire in 2029 Expire in 2030 No expiration |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 65,534 222,721 297,567 82,353 75,332 319,198 13,189 49,433 5,250 $ 1,130,577 |
2019 $ 65 222,751 247,214 27,810 58,219 299,401 4,312 - 7,522 $ 867,294 |
-
70 -
-
f. Information about unused loss carryforwards
Loss carryforwards as of December 31, 2020 comprised the following:
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 65,534 | 2020 |
| 222,721 | 2021 | |
| 297,567 | 2022 | |
| 82,353 | 2023 | |
| 75,332 | 2024 | |
| 319,198 | 2025 | |
| 197,816 | 2029 | |
| 49,433 | 2030 | |
| 173,852 | No expiration | |
| $ | 1,483,806 |
- g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2020 and 2019, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $6,841,286 thousand and $5,750,255 thousand, respectively.
- h. The latest years of income tax returns which had been examined and cleared by the tax authorities were as follows:
| Company The Corporation DCI YTRMC YSRMC FMT AEE AIC FDT YLPPC FSMS NHC CHP YLSS YLT |
**Year ** |
|---|---|
| 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 |
31. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 4.70 $ 4.41 |
2019 $ 5.56 $ 5.25 |
- 71 -
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
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 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 14,710,486 (88,804) $ 14,621,682 |
2019 $ 17,459,673 (55,373) $ 17,404,300 |
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Convertible bonds Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 3,129,384 5,931 178,408 3,313,723 |
2019 3,138,664 6,888 166,769 3,312,321 |
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.
32. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
From April to December 2020, the Group acquired non-controlling interests in subsidiaries and, thus, increased its continuing interest in these subsidiaries; refer to Note 13.
In September 2020, the Group acquired 227,284 thousand ordinary shares of subsidiary CHP in the amount of $5,369,000 thousand from J-POWER INVESTMENT NETHERLANDS B.V. under a share purchase agreement. The transaction has been completed in November 2020 and, thus, increased the Group’s interest in CHP to 99.70%.
The above transactions were accounted for as equity transactions, since it did not have effect on the Group’s control over these subsidiaries.
- 72 -
| Consideration paid The proportionate share of the carrying amount of the net assets of the subsidiary transferred from non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Capital surplus - difference between consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition Retained earnings Consideration paid The proportionate share of the carrying amount of the net assets of the subsidiary transferred from non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Capital surplus - difference between consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition Retained earnings |
CHP YLT $ (5,382,073 ) $ (2,902 ) 3,957,254 2,854 $ (1,424,819) $ (48) $ - $ - (1,424,819) (48) $ (1,424,819) $ (48) NHC YTRMC $ (113 ) $ (8 ) 116 - $ 3 $ (8) $ 3 $ - - (8) $ 3 $ (8) |
AEE $ (2,759 ) 2,714 $ (45) $ - (45) $ (45) YSRMC $ (26 ) 31 $ 5 $ 5 - $ 5 |
DCI FMT $ (777 ) $ (1,757 ) 1,141 1,762 $ 364 $ 5 $ 364 $ 5 - - $ 364 $ 5 FDT JYLTC $ (521 ) $ (17 ) 556 17 $ 35 $ - $ 35 $ - - - $ 35 $ - |
YLPPC $ (101 ) 107 $ 6 $ 6 - $ 6 Total $ (5,391,054 ) 3,966,552 $ (1,424,502) $ 418 (1,424,920) $ (1,424,502) |
|---|---|---|---|---|
33. 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.
- 73 -
34. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
December 31, 2020
| Carrying Amount Financial liabilities Financial liabilities measured at amortized cost Bonds payable (include current portion) $ 48,170,305 December 31, 2019 |
FairValue |
|---|---|
| Level 1 Level 2 Level 3 Total $ 49,777,749 $ - $ - $ 49,777,749 |
| Carrying Amount Financial liabilities Financial liabilities measured at amortized cost Bonds payable (include current portion) $ 22,280,807 |
Fair Value |
|---|---|
| Level 1 Level 2 Level 3 Total $ 24,156,832 $ - $ - $ 24,156,832 |
b. Fair values of financial instruments measured at fair value on a recurring basis
- 1) Fair value hierarchy
December 31, 2020
| Financial assets at FVTPL Listed shares Beneficiary certificates Convertible options Financial assets at FVTOCI Domestic listed shares Domestic unlisted shares Overseas listed shares Overseas unlisted shares Financial liabilities at FVTPL Cross-currency swap contracts |
Level 1 $ 5,458,496 1,088,908 - $ 6,547,404 $ 13,146,399 - 150,110 - $ 13,296,509 $ - |
Level 2 $ - 8,222,662 - $ 8,222,662 $ - - - - $ - $ - |
Level 3 $ - - 94,743 $ 94,743 $ - 1,691,106 - 393,107 $ 2,084,213 $ 425,693 |
Total $ 5,458,496 9,311,570 94,743 $ 14,864,809 $ 13,146,399 1,691,106 150,110 393,107 $ 15,380,722 $ 425,693 |
|---|---|---|---|---|
- 74 -
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 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.
2) Reconciliation of Level 3 fair value measurements of financial instruments
| Balance at January 1, 2020 Recognized in profit or loss Net gain (loss) on financial liabilities at FVTPL Recognized in other comprehensive income Unrealized loss on financial assets at FVTOCI Balance at December 31, 2020 |
Financial Assets at FVTPL Derivatives Financial Assets Financial Liabilities $ - $ (112,070) 94,743 (313,623) - - $ 94,743 $ (425,693) |
Financial Assets at FVTOCI Equity Instruments $ 2,219,586 - (135,373) $ 2,084,213 |
Total $ 2,107,516 (218,880) (135,373) $ 1,753,263 |
||
|---|---|---|---|---|---|
| Financial Assets $ - 94,743 - $ 94,743 |
- 75 -
| 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 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 |
|---|---|
- 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 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.
-
76 -
-
c. 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 |
|---|---|
| 2020 2019 $ 14,864,809 $ 4,728,223 59,669,575 70,392,634 15,380,722 15,670,504 425,693 112,070 108,685,604 109,832,847 |
-
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 39.
- 77 -
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 2020 2019 $ 87,704 $ 46,002 |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2020 2019 $ 518,878 $ 709,830 |
- 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 |
|---|---|
| 2020 2019 $ 8,467,370 $ 27,512,074 78,458,021 71,427,610 23,251,722 19,745,430 21,905,450 26,024,771 |
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, 2020 and 2019 would have decreased/increased by $247 thousand and $2,238 thousand, respectively, mainly due to the Group’s exposure to changes in interest rates of its variable-rate bank borrowings and bank deposits.
- 78 -
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, 2020 and 2019 would have increased/decreased by $147,701 thousand and $47,282 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, 2020 and 2019 would have increased/decreased by $132,965 thousand and $134,509 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.
-
79 -
-
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.
December 31, 2020
| On Demand or Less than 1 Month Non-derivative financial liabilities Non-interest bearing $ 3,808,419 Lease liabilities 21,282 Variable interest rate liabilities 6,110,000 Fixed interest rate liabilities 11,347,931 $ 21,287,632 Additional information about the maturity Less than 1 Year 1-5 Years Lease liabilities $ 255,386 $ 601,765 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 |
1-3 Months 3 Months to 1 Year $ 3,176,763 $ 2,313,266 42,564 191,540 4,400,000 2,582,865 11,787,808 13,009,109 $ 19,407,135 $ 18,096,780 analysis for lease liabilities: 5-10 Years 10-15 Years $ 284,211 $ 199,642 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 |
$ |
1-5 Years 319,796 601,765 5,147,909 30,732,248 36,801,718 15-20 Years $ 153,264 1-5 Years 662,325 659,828 14,372,866 23,351,390 39,046,409 |
5+ Years $ 84,814 960,792 3,664,676 10,200,000 |
|---|---|---|---|---|
| $ | $ 14,910,282 |
|||
$ |
20+ Years $ 323,675 5+ Years $ 88,917 1,091,089 2,377,541 - |
|||
| $ | $ 3,557,547 |
Additional information about the maturity analysis for lease liabilities:
| Lease liabilities |
Less than 1 Year $ 234,243 |
1-5 Years $ 659,828 |
5-10 Years $ 372,944 |
10-15 Years $ 207,887 |
15-20 Years $ 162,230 |
20+ Years $ 348,028 |
|---|---|---|---|---|---|---|
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.
-
80 -
-
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, 2020
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Cross-currency swap contracts $ - $ (42,155) $ (86,183) 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 $ - 1-5 Years $ (135,109) |
5+ Years $ - |
|---|---|---|
| 5+ Years $ - |
-
e. Transfers of financial assets. None.
-
f. Offsetting financial assets and financial liabilities. None.
-
g. Reclassifications. None.
35. 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.
-
81 -
-
a. Related party name and category
| Related Party Name FENC U-Ming SHSTC EISF PGIC YDC OSC HZYCCL FEDSDL YDES Opas Fund Segregated Portfolio Company Alliance HXMC WAMTC Malaysia Garment Manufacturers Private Limited U-Ming Transport (Singapore) Private Limited CHC Resources Corporation Far Eastern Department Store Ltd. Chu Chiang Enterprise Corp. Ltd. Chu Feng Air Liquide Far Eastern Co. Oriental Petrochemical (Taiwan) Corporation Far Eastern Memorial Hospital Ya Tung Department Store Ltd. Yuan Ze University Oriental Resources Development Co., Ltd. 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 International Bank (FEIB) FENCC 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 Memorial Foundation Far Eastern Medical Foundation YDT Technology International Corporation Oriental Institute of Technology Oriental Green Materials Limited Far Eastern Ai Mai Co., Ltd. |
Related Party Category |
|---|---|
| Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Joint venture Joint venture Joint venture 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 |
(Continued)
- 82 -
| Related Party Name Ding Ding Hotel Co., Ltd. Douglas Tong Hsu Peter Hsu Raymond Hsu Alice Hsu Nancy Hsu Kun Yen Lee Y.F. Chang Z.P. Chang Chen Kun Chang Tsai Hsiung Chang Fang Lu Hsing Lin Seng Chang Cheng Chen Fong Johnny Shih Richard Yang Frederica Yang |
Related Party Category |
|---|---|
| Other Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance Related party in substance (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 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 ** |
|---|---|---|---|
| 2020 $ 660,959 1,777,182 444,836 $ 2,882,977 $ 606,513 856,620 562,226 $ 2,025,359 |
2019 $ 702,196 1,723,085 649,054 $ 3,074,335 $ 612,418 851,858 784,217 $ 2,248,493 |
Receivables from related parties (including notes receivable, trade receivables, other receivables and contract assets):
| Associates Others Joint ventures |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 87,954 484,322 144,687 $ 716,963 |
2019 $ 127,197 569,063 182,808 $ 879,068 |
- 83 -
Accounts payable and accrued expenses to related parties:
| Associates Others Joint ventures |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 98,416 89,977 58,778 $ 247,171 |
2019 $ 114,231 95,151 47,421 $ 256,803 |
The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment losses were recognized for trade receivables from related parties.
Prepayments:
| Associates Others Joint ventures |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 15,000 1,854 - $ 16,854 |
2019 $ 15,000 834 83,592 $ 99,426 |
- c. Transactions with FEIB
| Bank deposits (Note) Bank loans Cross-currency swap contracts |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 3,622,676 $ 830,000 $ (26,854) |
2019 $ 5,137,217 $ 1,400,000 $ (1,415) |
As of December 31, 2020 and 2019, 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, 2020 and 2019 were as follows:
Short-term employee benefits Post-employment benefits |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 246,593 864 $ 247,457 |
2019 $ 307,050 864 $ 307,914 |
- 84 -
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 |
|---|---|---|---|
| 2020 $ 48,547 9,068 $ 57,615 |
2019 $ 48,480 11,707 $ 60,187 |
- 2) Lease agreement
Others Associates Others |
Right-of-use Assets | Right-of-use Assets | Right-of-use Assets |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2020 2019 $ 58,115 $ 154,800 Lease Liabilities |
|||
| For the Year Ended December 31 | |||
| 2020 $ - 205,261 $ 205,261 |
2019 $ 2,225 190,447 $ 192,672 |
-
3) Due to changes in circumstances, the Group’s donations to Yuan Ze University in 2010 and 2013 were not able to be proceeded and, thus, were returned and recognized in other income of $61,304 thousand and interest income of $3,248 thousand, respectively. Consequently, the Group proposed to transfer donation amounting to $64,552 thousand to Far Eastern Memorial Foundation to support its ”International Conference Center Project” and recognized the donation in miscellaneous expenses.
-
4) The nature of the Group’s transaction with OFSPC is acquisition or disposal of OPAS Fund Segregated Portfolio’s overseas fund through OFSPC’s platform. The portfolio’s decision is made and managed by the investment committee which is composed of the Group and other investors. The Group’s investment activities through OFSPC’s platform for the years ended December 31, 2020 and 2019 included acquisition of $470,935 thousand and $885,727 thousand, and disposal of $427,912 thousand and $5,553,672 thousand as well as gain on disposal of $33,502 thousand and $263,631 thousand, respectively.
-
5) From April to December 2020, the Group acquired further interests in associate YYI and YDC, as well as non-controlling interests in subsidiaries, including CHP, YTRMC, DCI, FMT, NHC, AEE, YLT and YLPPC, from related party in substance with a total amount of $21,420 thousand; refer to Note 32.
-
6) From July to December 2020, YTRMC and FMT acquired non-controlling interests of their subsidiaries, YSRMC and FDT, from related party in substance with a total amount of $26 thousand and $521 thousand, respectively; refer to Note 32.
-
85 -
36. 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 the equity method Property, plant and equipment Financial assets at fair value through other comprehensive income Financial assets at amortized cost |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 13,857,983 8,919,905 2,530,035 204,000 314,343 $ 25,826,266 |
2019 $ 13,855,572 13,299,701 2,393,116 1,543,666 419,742 $ 31,511,797 |
37. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
As of December 31, 2020, the Corporation and its subsidiaries had the following significant commitments and contingencies:
-
a. Unused letters of credit of US$11,665 thousand, EUR61 thousand, and RMB1,186 thousand.
-
b. Guarantee notes issued for related parties:
| The Corporation AIC DCI NHC YTRMC YLPPC AEE YSRMC FSMS YLSS YLSS YTRMC YSRMC DCI FSMS FDT FMT |
December 31, 2020 $ 13,605,800 12,110,750 1,174,300 1,000,000 497,642 300,000 150,000 30,000 $ 28,868,492 $ 100,000 $ 66,889 $ 50,000 $ 2,000 |
|---|---|
-
86 -
-
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, HYDCCL, SIYDCCL, HGYDC and SLCL in the future amount to RMB38,457 thousand.
-
e. YSRMC supplied ready-mixed concrete to Da Cin Construction Co., Ltd. (“Da Cin”) during 2003. The owner of the project under construction demanded Da Cin to take responsibility for repairing the construction flaws. Da Cin requested YSRMC to compensate the loss and damage on the construction. However, both parties did not reach an agreement from 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 2010, 2014, and 2020, YSRMC estimated the related compensation loss, which was accounted for as provisions, of $13,800 thousand, $3,840 thousand and $27,600 thousand, respectively, with a total of $45,240 thousand. YSRMC also filed an appeal against the court’s decision in October 2014. 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. However, Dan Cin’s appeal was dismissed in the second instance; thus YSRMC did not have to bear any expenses. Da Cin further filed an appeal with the Supreme Court, and the case remanded to the High Court was still dismissed. Later, Dan Cin has filed an appeal with the Supreme Court once again, and the case is under trail at the Supreme Court at the moment.
-
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.
- 87 -
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 ruled 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 case was remanded to the Taipei High Administrative Court on May 25, 2017, and the Taipei High Administrative Court 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 case was remanded to the Taipei High Administrative Court on September 27, 2018. On May 16, 2020, the Taipei High Administrative Court revoked the administrative disciplinary action and the judgement of the appeal once again. On July 9, 2020, the Fair Trade Commission served a statement of appeal upon CHP, and the Taipei High Administrative Court has transferred the case to the Supreme Administrative Court on August 18, 2020.
- 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. Later TPC filed an appeal on May 17, 2019, and the case is currently heard by the Taiwan High Court.
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.
-
88 -
-
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 the alleged dishonest breaches of fiduciary duty or alleged conspiracy to cause damages to 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. As of the auditors’ report date, the trial was set to take place, starting from April to June 2021. The Corporation considered that it is premature to evaluate at this stage the possible outcome of the proceedings and, therefore, did not recognize any contingent liabilities.
-
i. Tianrui Group Company Limited and Tianrui (International) Holding Company Limited (collectively referred as “Tianrui Group”), CSI and former 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. As of the auditors’ report date, no further decision has been rendered yet.
-
j. On August 30, 2018, Tianrui (International) Holding Company Limited (“Tianrui”) presented a petition to the Grand Court of the Cayman Islands (the “Grand Court”) seeking to wind up CSCGL, and Tianrui further filed an application for the appointment of joint provisional liquidators (“JPLs”) over CSCGL, which was accepted by the Grand Court on September 4, 2018. On August 12, 2019, CSCGL had made applications to the Grand Court for the above-mentioned winding-up petition to be struck out and/or stayed. However, the Grand Court dismissed CSCGL’s applications according to the announcement dated April 7, 2020 at the news website of the Hong Kong Exchanges and Clearing Limited. Pursuant to the Grand Court’s decision, the winding up petition filed by Tianrui is considered a dispute between CSCGL’s shareholders and thus needs to be amended. The amendments shall include but not limited to adding the Corporation as defendants. Later, Tianrui filed an application with the Grand Court to amend its winding-up petition and the Corporation was added as defendants in the petition. By an order of the Grand Court announced on January 27, 2021, the Grand Court granted Tianrui’s amendments to the winding-up petition against CSCGL and added the Corporation as defendants. On March 19, 2021, the Corporation received the legal documents from Tianrui and has appointed legal counsel in relation to the petition. Since no further verdict has been rendered yet, the Corporation considered that it is premature to evaluate at this stage the possible outcome of the proceedings. Therefore, the Corporation assessed that the winding-up petition did not have any material impact on its investments in CSCGL.
38. OTHER ITEMS
Due to the impact of the COVID-19 pandemic, the Group considered the economic implications of the epidemic when making its critical accounting estimates based on the information available as of the balance sheet date; refer to Note 5. With this, the Group assessed that there are no doubts in the aspects of the Group’s ability to continue as a going concern, risk of asset impairment and financing activities as of the date the consolidated financial statements were authorized for issue. The Group will stay alert to the development and situation of the COVID-19 and will take necessary action to mitigate the business risk
- 89 -
39. 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, 2020
| Foreign | New Taiwan | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Dollars |
||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 578,136 | 28.43 |
$ 16,436,405 |
| RMB | 402,575 | 4.357 |
1,754,078 | |
| EUR | 27,487 | 34.82 |
957,098 | |
| HKD | 24,169 | 3.643 |
88,046 | |
| Non-monetary item | ||||
| USD | 297,146 | 28.43 |
8,447,863 | |
| HKD | 632,081 | 3.643 |
2,302,672 | |
| RMB | 39,500 | 4.357 |
172,102 | |
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 428,114 | 28.43 |
12,171,293 | |
| Non-monetary item | ||||
| USD | 14,973 | 28.43 |
425,682 | |
| 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 | |
| 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 | |
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 646,349 | 29.93 |
19,345,224 | |
| Non-monetary item | ||||
| USD | 3,744 | 29.93 |
112,070 |
For the years ended December 31, 2020 and 2019, the total amounts of realized and unrealized net foreign exchange losses were $162,371 thousand and $260,069 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.
- 90 -
40. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
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)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
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 6)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
9) Information on investees (Table 8)
-
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 9)
-
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 10):
-
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
-
-
91 -
-
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. Intercompany relationships and significant intercompany transactions (Table 10)
-
d. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 11)
41. 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 For the Year Ended December 31 2020 2019 $ 64,906,691 $ 73,848,951 5,932,839 7,115,116 759,000 628,361 267,213 183,836 1,750,929 1,751,160 4,212,480 5,438,907 411,728 381,306 $ 78,240,880 $ 89,347,637 |
Segment Profit | Segment Profit | |
|---|---|---|---|---|
| For the Year Ended December 31 |
||||
| 2020 $ 64,906,691 5,932,839 759,000 267,213 1,750,929 4,212,480 411,728 $ 78,240,880 |
2020 $ 16,838,895 1,814,939 488,206 17,641 303,622 (5,661) 212,496 19,670,138 4,473,745 $ 24,143,883 |
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 |
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.
- 92 -
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 2020 2019 $ 46,473,835 $ 56,614,196 28,340,146 29,479,025 3,426,899 3,254,416 |
Revenue from External Customers For the Year Ended December 31 2020 2019 $ 46,473,835 $ 56,614,196 28,340,146 29,479,025 3,426,899 3,254,416 |
Non-current Assets | Non-current Assets | |
|---|---|---|---|---|---|
| December 31 | |||||
| 2020 $ 46,473,835 28,340,146 3,426,899 |
2020 $ 43,750,917 58,844,842 547,351 |
2019 $ 44,995,331 53,160,799 791,485 |
$ 78,240,880 $ 89,347,637 $ 103,143,110 $ 98,947,615
Revenue is categorized according to customers’ location. Non-current assets exclude those classified as financial instruments, deferred tax assets and post-employment benefit assets.
d. Information of major customers
| Taiwan Power Company |
Revenue | Revenue | Revenue | |
|---|---|---|---|---|
| **For the Year Ended December 31 ** | ||||
| 2020 Amount % $ 5,932,839 8 |
2019 | |||
| Amount % $ 7,115,116 8 |
- 93 -
TABLE 1
ASIA CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2020 (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 | OIHPL | ACCHC | Other receivables | Y | $ 192,543 | $ 191,715 | $ 191,715 | 3.61% | Necessary for short-term financing | $ - | Operating capital | $ - | - | $ - | 20% of net worth $10,948,707 |
50% of net worth $27,371,769 |
| 2 | OHC | SIYDCCL SLCL ACCHC |
Other receivables Other receivables Other receivables |
Y Y Y |
875,193 1,531,588 1,311,603 |
871,431 1,089,288 1,307,146 |
- - - |
- - - |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
20% of net worth $2,780,745 Same as above Same as above |
50% of net worth $6,951,862 Same as above Same as above |
| 3 | JYDC | YYDCCL TZOCCL SIYDCCL SLCL SHYLCP ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y |
612,635 612,635 218,798 875,193 393,837 3,063,176 |
435,715 522,858 - - 392,144 2,614,292 |
- 130,715 - - 130,715 2,614,292 |
- 3.85% - - 3.85% 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - |
- - - - - - |
- - - - - - |
20% of net worth $5,269,275 Same as above Same as above Same as above Same as above Same as above |
50% of net worth $13,173,187 Same as above Same as above Same as above Same as above Same as above |
| 4 | NYDC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
87,519 131,279 |
- - |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth $151,808 Same as above |
50% of net worth $379,521 Same as above |
| 5 | HYDCCL | WYXC HXMC WYCPCL SLCL SYCPCL ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y |
87,519 107,211 87,519 437,597 87,519 1,750,386 |
87,143 43,572 87,143 - 87,143 1,307,146 |
- - - - 87,143 1,307,146 |
- - - - 3.85% 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - |
- - - - - - |
- - - - - - |
20% of net worth $2,093,664 Same as above Same as above Same as above Same as above Same as above |
50% of net worth $5,234,160 Same as above Same as above Same as above Same as above Same as above |
| 6 | WYDC | WYXC WYCPCL SYCPCL SLCL ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y |
306,318 109,399 175,039 393,837 437,201 |
108,929 108,929 174,286 - 435,715 |
- - 174,286 - 435,715 |
- - 3.85% - 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - |
- - - - - |
- - - - - |
20% of net worth $549,427 Same as above Same as above Same as above Same as above |
50% of net worth $1,373,567 Same as above Same as above Same as above Same as above |
| 7 | CYCPCL | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
52,512 52,512 |
- - |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth $64,899 Same as above |
50% of net worth $162,249 Same as above |
| 8 | HGYDC | SIYDCCL SLCL ACCHC |
Other receivables Other receivables Other receivables |
Y Y Y |
153,159 306,318 874,402 |
- - 871,431 |
- - 871,431 |
- - 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
20% of net worth $1,124,609 Same as above Same as above |
50% of net worth $2,811,522 Same as above Same as above |
| 9 | SLCL | SLCCL | Other receivables | Y | 175,039 | 174,286 |
143,786 |
3.85% | Necessary for short-term financing | - | Operating capital | - |
- | - | 20% of net worth $1,668,262 |
50% of net worth $4,170,655 |
| 10 | SIYDCCL | SYCPCL | Other receivables | Y | 131,160 | 130,715 |
Necessary for short-term financing | - | Operating capital | - |
- | - | 20% of net worth $4,796,562 |
50% of net worth $11,991,406 |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2020.
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, 2020.
Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2020.
- 94 -
TABLE 2
ASIA CEMENT CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2020 (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 ($73,884,280) Same as above Same as above Same as above Same as above Same as above Same as above Same as above |
$ 13,666,400 12,136,000 30,000 1,512,800 330,200 497,642 150,000 1,000,000 |
$ 13,605,800 12,110,750 30,000 1,174,300 300,000 497,642 150,000 1,000,000 |
$ 9,850,000 8,010,000 30,000 380,000 190,000 156,800 5,000 290,000 |
None None None None None None None None |
9.21 8.20 0.02 0.79 0.20 0.34 0.10 0.68 |
100% of net worth ($147,768,559) 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 ($7,141,035) |
50,000 | 50,000 |
20,000 |
None | 0.35 | 100% of net worth ($14,282,069) |
Y | - | - |
| 2 | AOG | AOC | b | 50% of net worth ($4,120) |
15,100 | - |
- |
None | - | 100% of net worth ($8,240) |
Y | - | - |
| 3 | YLSS | YLSS | - | 50% of net worth ($891,884) |
100,000 | 100,000 |
30,000 |
100,000 | 5.61 | 100% of net worth ($1,783,768) |
- | - | - |
| 4 | YTRMC | AOC YSRMC |
b b |
50% of net worth ($1,255,573) Same as above |
15,100 66,889 |
- 66,889 |
- 66,889 |
None None |
- 2.66 |
100% of net worth ($2,511,145) Same as above |
Y Y |
- - |
- - |
| 5 | FMT | FDT | b | 50% of net worth ($737,233) |
1,000 | - |
- |
None | - | 100% of net worth ($1,474,466) |
Y | - | - |
| 6 | FDT | FMT | d | 50% of net worth ($429,642) |
3,000 | 2,000 |
2,000 |
None | 0.23 | 100% of net worth ($859,283) |
- | Y | - |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2020.
Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2020.
(Continued)
- 95 -
(Concluded)
Note 3: The relationship between guarantor and guarantee are as follows:
-
a. A company with which the Corporation engages business.
-
b. A company in which the Corporation directly and indirectly holds more than 50% of the voting shares.
-
c. A company that directly and indirectly holds more than 50% of the voting shares in the Corporation.
-
d. A company in which the Corporation directly and indirectly holds more than 90% of the voting shares.
-
e. The Corporation fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
f. All capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
-
g. Companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
96 -
TABLE 3
ASIA CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (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, 2020 | December 31, 2020 | 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 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 Yuanta/P-shares Taiwan Dividend Plus ETF Opas Fund Segregated Portfolio Tranche A Chang An Fund 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. Tong Yang Industry Co., Ltd E Ink Holdings corporation Hiwin Technologies Corporation Eclat Textile Co., Ltd. Merry Electronics Co., Ltd Chunghwa Picture Tubes, Ltd. BizLink Holding Inc. |
- - The same chairman The same chairman The same chairman The Corporation is its director The chairman of the Corporation is its vice-chairman - - The Corporation is its director - - 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 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 |
10,000,000 11,443,000 31,034,372 80,052,950 63,766,522 22,801,185 81,047,743 15,873,243 8,683,279 555,638 598,121 250,003 1,551,395 5 49,928 400,000 1,000,811 160,000 6,899,000 7,200 145,000 2,000,000 210,000 1,800,000 6,191,654 3,037,854 2,204,000 3,300,000 432,898 418,000 1,071,000 275,223 500,000 |
$ 273,100 1,571,594 1,899,304 1,921,271 1,294,461 1,081,916 879,368 74,221 477,667 5,340 19,320 3,902 11,542 - 282,230 48,900 10,747 36,582 206,625 276,809 4,127,503 43,485 33,814 45,443 267,479 60,757 85,956 151,140 166,449 176,605 156,902 - 121,750 |
- 0.63 0.95 5.65 7.20 9.17 2.35 5.70 1.16 0.53 0.20 0.38 1.36 0.50 4.99 - - 0.06 - - - - - 0.02 0.10 0.89 0.37 0.29 0.14 0.15 0.51 - 0.38 |
$ 273,100 1,571,594 1,899,304 1,921,271 1,294,461 1,081,916 879,368 74,221 477,667 5,340 19,320 3,902 11,542 - 282,230 48,900 10,747 36,582 206,625 276,809 4,127,503 43,485 33,814 45,443 267,479 60,757 85,956 151,140 166,449 176,605 156,902 - 121,750 |
(Continued)
- 97 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| NHC YTRMC FMT FDT AEE |
TCI Co., Ltd. Lite-On Technology Corporation Micro-Star International Co., Ltd. Synnex Technology International Corporation Radiant Opto-Electronics Corporation Chicony Electronics Co., Ltd. Casetek Holdings Limited China Life Insurance Company Limited, H share Far Eastern International Bank Oriental Union Chemical Corp. Far EasTone Mega Financial Holding Co., Ltd. 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 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. |
- - - - - - - - The Corporation is its director Same chairman with the major shareholder Same chairman with the major shareholder - - - The Corporation is its director The same chairman The same chairman The Corporation is its director - The Corporation is its director 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 chairman by the ultimate parent company 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 chairman by the ultimate parent company Same chairman with the ultimate parent company The Corporation is its director Same chairman with the major shareholder The Corporation is its director |
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 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 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 |
400,000 1,519,000 1,050,000 1,650,000 840,000 1,130,000 595,000 457,000 38,729,718 41,246 215,000 9,958,000 1,700,000 4,814,000 100,119,299 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 5,256,454 304,157 935,029 3,254,125 1,336,064 120,000 420,867 |
$ 80,000 75,646 139,125 77,550 95,760 97,406 51,944 28,469 420,217 837 13,158 296,748 201,450 206,521 1,086,294 327,143 213,288 228,353 - 2,052 602,813 3,060 14,076 130,800 45,813 28,457 41,691 3,300 22,441 66,059 8,376 7,344 900 |
0.34 0.06 - 0.10 0.18 0.15 0.14 - 1.12 - 0.01 0.07 0.32 0.26 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 |
$ 80,000 75,646 139,125 77,550 95,760 97,406 51,944 28,469 420,217 837 13,158 296,748 201,450 206,521 1,086,294 327,143 213,288 228,353 - 2,052 602,813 3,060 14,076 130,800 45,813 28,457 41,691 3,300 22,441 66,059 8,376 7,344 900 |
Note 3 |
(Continued)
- 98 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| YLPPC AIC Asia Cement Pioneer Investment Ltd. FSMS |
Ordinary shares Far EasTone Yamay International Development Corp. Beneficiary certificates Grand Power Fund ChinaAMC CSI 300 Index ETF Yuanta/P-shares Taiwan Dividend Plus ETF Ordinary shares Hsing Ta Cement Co., Ltd Foxconn Technology Co., Ltd Hiwin Technologies Corporation Eclat Textile Co., Ltd. Merry Electronics Co., Ltd E Ink Holdings corporation Hon Hai Precision Industry Co., Ltd. China Construction Bank Corporation, A share China Life Insurance Company Limited, H share China Mobile Communications Corporation BizLink Holding Inc. TCI Co., Ltd. Lite-On Technology Corporation Micro-Star International Co., Ltd. Synnex Technology International Corporation Radiant Opto-Electronics Corporation Chicony Electronics Co., Ltd. Far EasTone Casetek Holdings Limited Nan Ya Plastics Corporation Inventec Corporation Tripod Technology Corporation WPG Holdings Limited China Life Insurance Company Limited, H share China Life Insurance Company Limited, A share Far Eastern International Bank Oriental Union Chemical Corp. Far Eastern Department Store Ltd. Ding Shen Investment Co., Ltd. Hsin Nan Construction Co., Ltd. Ordinary shares Cementon Micronesia L.L.C. Ordinary shares Stone Industry Resource System Corp |
The director of the Corporation is its chairman - - - - - - - - - - - - - - - - - - - - - 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 - - - |
Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through profit or loss - current Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above 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 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 |
105,000 15 122,000 380,000 6,906,000 7,348,650 2,043,000 433,145 418,000 1,071,000 3,300,000 1,720,000 2,500,000 1,350,000 448,000 514,000 400,000 1,520,000 1,050,000 1,650,000 840,000 1,130,000 1,426,303 560,000 3,286,000 2,882,000 1,700,000 4,821,000 986,000 360,000 138,865,723 1,552,156 11,361,972 40,328,640 2,696 100 10,000 |
$ 6,426 - 3,471,374 86,881 206,835 146,973 109,096 166,544 176,605 156,902 151,140 158,240 68,407 84,099 72,137 125,159 80,000 75,696 139,125 77,550 95,760 97,406 87,290 48,888 236,263 69,168 201,450 206,821 61,423 60,218 1,506,693 31,509 272,687 443,212 - 110,877 70 |
- - - 0.14 - 2.15 0.14 0.14 0.15 0.51 0.29 0.01 - - - 0.39 0.34 0.06 - 0.10 0.18 0.15 0.04 0.13 0.04 0.08 0.32 0.26 - - 4.03 0.18 0.80 18.00 - 10.00 0.15 |
$ 6,426 - 3,471,374 86,881 206,835 146,973 109,096 166,544 176,605 156,902 151,140 158,240 68,407 84,099 72,137 125,159 80,000 75,696 139,125 77,550 95,760 97,406 87,290 48,888 236,263 69,168 201,450 206,821 61,423 60,218 1,506,693 31,509 272,687 443,212 - 110,877 70 |
Note 4 |
(Continued)
- 99 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| YLT YLSS KCC KCCL ACSPL OCPL ACCHC |
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 Beneficiary certificates United Emerging Markets Bond Funds United Growth Fund Opas Fund Segregated Portfolio Tranche B Ordinary shares DBS Group Guocoland Ltd. Hong Leong Asia INTRACO Engro Corp Ltd. Ordinary shares Hiap Hoe Ltd. Note receivables Wynn Fortune Global Limited EastPatron Limited Marble Arch Industrial Limited Prime Harbour Holdings Limited Sino Horizon International Limited |
- 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 - - Related party in substance - - - - - - - - - - - |
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 Financial assets at fair value through profit or loss - current Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current Same as above Same as above Same as above Same as above |
350,000 3,103,945 71,099 130,000 300,000 97,741 1,606 3,232,758 745,068 6,660 33,976 26,666 20,000 46,875 2,000 44,260 790 700 700 790 700 |
$ 42,788 33,678 4,351 7,956 21,563 18,769 91,337 85,857 50,261 255,639 18,266 876 328 272 42 608 2,245,967 1,990,098 1,990,098 2,245,967 1,990,098 |
- 0.09 - - - - - - - - - - - - - - - - - - - |
$ 42,788 33,678 4,351 7,956 21,563 18,769 91,337 85,857 50,261 255,639 18,266 876 328 272 42 608 2,245,967 1,990,098 1,990,098 2,245,967 1,990,098 |
Note 5 Note 5 Note 5 Note 5 Note 5 |
Note 1: 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 2: 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 3: 5,000 thousand shares ($120,000 thousand) of the securities are pledged as collaterals for bank loans of DCI.
Note 4: 3,500 thousand shares ($84,000 thousand) of the securities are pledged as collaterals for bank loans of AIC.
Note 5: The price per subscription unit is US$100,000.
(Concluded)
- 100 -
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 FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Type and Name of Marketable Securities |
Financial Statement Account | Counterparty | Relationship | Beginning Balance | Beginning Balance | **Acquisition ** | **Acquisition ** | **Disposal ** | **Disposal ** | **Ending ** | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Amount | Shares/Units | Amount | Shares/Units | Amount | Carrying Value | Gain (Loss) on **Disposal ** |
Shares/Units | Amount | |||||
| DCI AIC The Corporation ACCHC |
Beneficiary certificates Chang An Fund Beneficiary certificates Grand Power Fund Subsidiaries CHP Note Receivables EastPatron Limited Marble Arch Industrial Limited Prime Harbour Holdings Limited Sino Horizon International Limited Wynn Fortune Global Limited |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Investments accounted for using the equity method Financial assets at amortized cost - current |
- Powership Capital Management Limited - AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited |
- - (Note 2) - - - - - |
- - 280,093,521 - - - - - |
$ - - 6,059,603 - - - - - |
145,000 122,000 228,441,964 700 (Note 4) 700 (Note 4) 790 (Note 4) 700 (Note 4) 790 (Note 4) |
$ 4,268,800 3,544,100 5,382,073 1,990,098 1,990,098 2,245,967 1,990,098 2,245,967 |
- - - - - - - - |
$ - - - - - - - - |
$ - - - - - - - - |
$ - - - - - - - - |
145,000 122,000 568,261,136 (Note 3) 700 (Note 4) 700 (Note 4) 790 (Note 4) 700 (Note 4) 790 (Note 4) |
$ 4,127,503 (Note 1) 3,471,374 (Note 1) 10,353,439 1,990,098 1,990,098 2,245,967 1,990,098 2,245,967 |
Note 1: The amounts included unrealized gains and losses on financial assets and adjustments to investments accounted for using the equity method.
Note 2: The Corporation acquired additional shares in CHP from J-POWER INVESTMENT NETHERLANDS B.V. and related parties in substance in 2020.
Note 3: The appropriation of stock dividends with 59,725,651 shares was approved in CHP’s shareholders’ meetings in 2020.
Note 4: The price per subscription unit is US$100,000.
- 101 -
TABLE 5
ASIA CEMENT CORPORATION AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Property | Event Date | Transaction Amount |
Payment Status | Counterparty | Relationship | Information on Previous Title Transfer If Counterparty | Information on Previous Title Transfer If Counterparty | Information on Previous Title Transfer If Counterparty | Is A Related Party | Pricing Reference | Purpose of Acquisition |
Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **Property Owner ** | Relationship | Transaction Date | Amount | ||||||||||
| YTRMC | Land and buildings | September 22, 2020 | $ 518,773 (Note) |
According to the contract |
Changyu International Corporation |
- | N/A | N/A | N/A | N/A | Market price and appraisal report |
For operation and production |
None |
Note: The proposed total transaction price of land and buildings acquired by YTRMC was $518,000 thousand in September 2020. Then the total transaction price has been updated to $518,773 thousand based on YTRMC’s actual trading information in November 2020.
- 102 -
TABLE 6
ASIA CEMENT CORPORATION AND SUBSIDIARIES
TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (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 NHC FMT YSRMC FDT YLT YLPPC 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 The Corporation CHC Resources Corporation FENC Air Liquide Far Eastern Co. OUCC The Corporation Oriental Petrochemical (Taiwan) Co., Ltd. The Corporation CHC Resources Corporation Far Eastern General Construction Inc. TZOCCL WYDC YYDCCL NYDC NYDC RYNM NYLC NYLC WAMTC JYLTC HYDCCL |
A subsidiary of the Corporation A subsidiary of the Corporation A sub-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 Other related party Other related party Parent company Other related party Parent company Other related party An investee accounted for by equity method Other related party Other related party Parent company Other related party Parent company Other related party Other related party The same ultimate parent company The same ultimate parent company The same ultimate parent company A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation An investee accounted for by equity method A subsidiary of the Corporation The same ultimate parent company |
Sales Sales Sales Sales freight expense Freight-in Sales freight expense Purchase Sales Purchase Sales Sales Purchase Purchase Sales Sales Sales Sales Sales Purchase Sales Sales Sales Sales Sales Sales Sales Sales Purchase Sales Sales Purchase Sales freight expense Sales freight expense Sales |
$ (1,865,982) (416,394) (169,574) 522,786 204,433 134,237 222,799 (436,107) 416,394 (449,079) (120,976) 1,865,982 474,562 (222,799) (104,357) (236,749) (147,969) (111,051) 169,574 (150,695) (134,237) (150,087) (138,880) (920,027) (656,266) (2,240,819) (366,140) 1,163,920 (292,589) (166,620) 127,293 144,032 218,348 (159,956) |
(21) (5) (2) 6 2 1 3 (80) 77 (4) (1) 20 5 (51) (24) (22) (14) (10) 23 (20) (47) (53) (57) (5) (3) (12) (2) 10 (2) (1) 1 1 1 (1) |
Purchase 45 days after monthly closing Average 30 days Purchase 45 days after monthly closing Purchase 30 days after monthly closing 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 45 days after monthly closing Purchase 45 days after monthly closing Purchase 30 days after monthly closing Purchase 120 days after monthly closing Purchase 75 days after monthly closing Purchase 45 days after monthly closing Purchase 110 days after monthly closing Average 30 days Purchase 30 days after monthly closing Within 90 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 90 days Within 50 days Within 50 days |
$ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
$ 333,695 82,832 34,112 (69,513) - (22,751) (18,906) 143,604 (82,832) 172,200 19,183 (333,695) (62,188) 18,906 14,309 29,947 70,901 20,171 (34,112) 45,662 22,751 30,897 - 109,686 190,370 234,490 49,970 (207,856) - 38,348 (1,150) (6,899) (37,725) 39,923 |
32 8 3 (3) - (1) (1) 83 (52) 5 1 (21) (5) 40 30 16 38 11 (27) 39 42 57 - 4 8 9 2 (37) - 2 - (1) (7) 2 |
(Continued)
- 103 -
| 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 SIYDCCL HGYDC SLCL JYLTC SYTCL RYNM |
JYDC JYDC JYDC JYDC JYDC JYDC JYDC WAMTC HGYDC HXMC WAMTC JYDC SLCL HYDCCL SIYDCCL SYTCL JYDC SLCL JYDC |
Parent company Parent company Parent company 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 An investee accounted for by equity method An investee accounted for by equity method The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company The same ultimate parent company Parent company |
Sales Purchase Purchase Sales Purchase Purchase Purchase Sales freight expense Purchase Purchase Sales freight expense Purchase Sales Sales Purchase Purchase Sales Sales Purchase |
$ (1,163,920) 366,140 166,620 (127,293) 920,027 656,266 2,240,819 121,791 411,455 106,892 143,529 159,956 (474,642) (411,455) 474,642 177,247 (218,348) (177,247) 292,589 |
(100) 35 23 (14) 94 60 67 3 10 3 2 4 (6) (13) 14 3 (67) (59) 96 |
Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 90 days Within 50 days Within 50 days Within 90 days Within 50 days Within 90 days Within 50 days Within 90 days Within 90 days Within 50 days Within 90 days Within 50 days |
$ - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - |
$ 207,856 (49,970) (38,365) 1,150 (109,686) (190,370) (234,490) (9,137) (51,854) 16,238 - (39,925) 61,547 51,854 (61,547) (27,825) 46,773 27,826 - |
100 (68) (36) - (95) (84) (79) (3) (21) (7) - (16) 2 19 (24) (11) 72 24 - |
(Concluded)
- 104 -
TABLE 7
ASIA CEMENT CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| The Corporation YTRMC JYDC NYDC ACSPL JYDC HYDCCL HGYDC WYDC ACIHPL WYDC SLCL |
YTRMC Far Eastern General Construction Inc. YYDCCL WYDC TZOCCL JYDC Alliance Concrete Singapore Pte. Ltd. ACCHC TZOCCL SHYLCP ACCHC ACCHC ACCHC ACCHC SYCPCL SLCCL |
A subsidiary of the Corporation Other related party The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company An investee accounted for by equity method Parent company The same ultimate parent company The same ultimate parent company Parent company Parent company Parent company Parent company The same ultimate parent company A subsidiary of the Corporation |
$ 372,594 172,200 234,490 190,370 109,686 207,856 143,604 2,630,584 131,700 131,184 1,323,539 881,890 441,180 195,767 174,491 143,955 |
5.17 times 2.33 times 12.09 times 3.72 times 7.10 times 5.76 times 3.09 times Note Note Note Note Note Note Note Note Note |
$ - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - |
$ 280,517 70,814 440,382 190,368 115,421 207,858 143,591 - - - - - - - - - |
$ - - - - - - - - - - - - - - - - |
Note: The accounts receivable from financing.
- 105 -
TABLE 8
ASIA CEMENT CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | Balance | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 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 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 Mining excavation, mineral processing and sales Marine transportation Investment Investment Investment |
$ 13,660,637 3,459,787 510,236 2,556,033 8,501,564 2,232,220 911,058 186,958 154,207 1,212,679 1,042,260 2,661,240 70,174 500,000 411,106 309,049 25,012 7,895 31,463 145,061 2,898 4,821,008 289,987 140,138 1,263,385 36,024 112,096 27,619 532,331 553,246 268,817 |
$ 13,660,637 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 |
1,061,209,202 1,272,277,085 331,701,152 649,214,680 568,261,136 178,707,648 155,000,821 10,495,495 136,713,259 260,896,525 170,203,184 200,000,000 29,553,869 53,250,000 26,138,828 34,640,189 5,160,754 8,093,220 3,199,823 16,261,760 90,000 331,878,315 72,989,438 127,471,221 82,812,887 1,127,000 1,294,270 468,486 17,800,000 18,500,000 9,300,000 |
67.73 23.77 39.25 99.99 99.69 35.50 29.92 99.96 18.93 100.00 99.99 100.00 99.95 25.00 99.98 43.60 51.61 99.74 40.40 83.92 100.00 7.62 14.50 33.76 1.55 49.00 99.56 0.06 100.00 100.00 100.00 |
$ 47,586,336 38,290,925 9,022,163 14,281,783 10,353,439 3,149,431 2,453,784 4,725,306 1,942,089 3,973,071 2,511,145 1,940,989 1,473,729 634,350 321,626 377,260 256,364 178,713 83,447 87,306 53,627 6,277,053 1,292,386 4,935,305 2,458,450 446,921 127,575 28,765 576,112 676,834 310,143 |
$ 11,392,945 8,062,669 878,425 1,282,939 1,378,469 47,490 720,363 632,471 97,350 687,540 763,050 (19,124) 232,256 109,694 62,112 22,666 23,281 55,201 19,715 14,709 (1,295) 13,659,930 47,490 1,711,346 8,062,669 45,516 (6,187) 878,425 89,699 104,394 44,604 |
$ 7,716,442 1,066,429 344,813 1,282,849 899,397 8,243 215,534 595,045 18,426 687,540 763,050 (27,411) 234,793 27,424 62,088 9,882 11,951 54,649 7,965 12,336 (1,295) 936,774 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation |
(Continued)
- 106 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 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 Cayman Taiwan Vietnam Indonesia Guam 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 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 |
$ 268,817 484,454 123,120 123,960 872,619 36,771 15,240 1,027 282,957 69,955 201,823 - 236,240 30,894 40,263 160,424 1,891 31,322 50,541 38,931 266,942 20,776 - 8,338 66,816 405,473 77,446 376 1,794,320 529,811 275,817 275,810 304,443 76 |
$ 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 |
9,300,000 16,200,000 4,000 4,000 56,297,000 3,287,550 1,739,978 64,143 9,250,000 6,995,000 (Note) (Note) (Note) 37,959,570 4,415,299 32,137,744 50,000 1,020,000 3,161,500 3,485,997 8,368,000 4,639,637 (Note) (Note) (Note) 15,430,293 7,796,914 45,568 58,550,000 17,800,000 9,300,000 9,110,000 10,215,000 5,887 |
100.00 100.00 25.00 25.00 1.29 31.00 0.03 0.01 0.21 69.95 100.00 - 95.04 99.94 0.08 26.95 0.01 0.02 0.20 0.41 0.19 3.89 - 99.99 4.96 0.29 0.92 0.01 100.00 100.00 100.00 100.00 100.00 - |
$ 355,675 712,480 106,171 127,392 1,064,105 52,544 39,367 575 174,326 105,729 284,112 - (7,831) 858,767 107,315 607,588 1,438 30,432 102,479 20,412 157,710 87,623 - 1,755 (409) 639,928 38,701 850 2,098,331 706,024 287,453 354,929 151,175 76 |
$ 51,651 109,528 (30,715) (5,738) 13,659,930 10,969 8,062,669 878,425 13,659,930 48,750 7,542 (39,121) (56,348) 114,015 8,062,669 104,122 878,425 8,062,669 11,392,945 878,425 13,659,930 104,122 (39,121) - (56,348) 8,062,669 878,425 1,378,469 316,704 107,498 43,682 61,044 25,720 1,282,939 |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation |
| (Continued) |
- 107 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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. Profit Enterprises Int'l Ltd. Asia Oriental Concrete, LLC Perez-Mtec-ACC, L.L.C. |
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 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 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 36 68,552 22,222 226,019 8,529 |
$ 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 36 68,552 22,222 226,019 8,529 |
5,000 5,000 6,000 5,000 9,717 5,000 660,000 6,186 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 2,427,307 6,100,000 (Note) (Note) |
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 71.68 33.33 |
$ 272 80 120 125 199 44 17,206 53 595,290 280,933 141,017 1,538 479 2,034,155 698,193 279,844 351,460 673,617 573,586 304,059 348,355 707,839 157,013 3,429 4,441 (19,748) 40 |
$ 232,256 62,112 55,201 (6,187) 114,015 48,750 19,715 763,050 13,659,930 878,425 13,659,930 35 2 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 25,944 1,143 1,363 (31,470) - |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation |
(Continued)
- 108 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 |
$ 364,990 568,600 150,290 25,035,828 |
$ 364,990 568,600 150,290 25,035,828 |
17,000,000 63,790,798 6,000,000 9,379,303 |
100.00 4.07 50.00 100.00 |
$ 254,350 2,859,536 281,236 77,140,314 |
$ 2,545 11,392,945 164,370 11,945,536 |
Not applicable Not applicable Not applicable Not applicable |
A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation |
Note: This is not a company limited by shares.
(Concluded)
- 109 -
TABLE 9
ASIA CEMENT CORPORATION AND SUBSIDIARIES
INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2020 (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, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$426,450 thousand) US$356,104 (equivalent to NT$10,124,037 thousand) US$36,140 (equivalent to NT$1,027,460 thousand) - US$204,191 (equivalent to NT$5,805,150 thousand) RMB60,000 (equivalent to NT$261,429 thousand) RMB90,000 (equivalent to NT$392,144 thousand) US$368,340 (equivalent to NT$10,471,906 thousand) US$4,100 (equivalent to NT$116,563 thousand) RMB12,500 (equivalent to NT$54,464 thousand) |
(2) (2) (2) - (2) (2) (2) (2) (2) (2) |
US$11,200 (equivalent to NT$318,416 thousand) US$93,035 (equivalent to NT$2,644,985 thousand) RMB(507,125) (equivalent to NT$(2,209,620) thousand) US$22,081 (equivalent to NT$627,763 thousand) RMB(3,533) (equivalent to NT$(15,394) thousand) US$1,270 (equivalent to NT$36,106 thousand) US$54,191 (equivalent to NT$1,540,650 thousand) - - US$67,585 (equivalent to NT$1,921,442 thousand) RMB(140,185) (equivalent to NT$(610,807) thousand) US$2,023 (equivalent to NT$57,514 thousand) - |
$ - - - - - - - - - - |
$ - RMB(257,429) (equivalent to NT$(1,121,657) thousand) - - - - - RMB(126,590) (equivalent to NT$(551,572) thousand) - - |
US$11,200 (equivalent to NT$318,416 thousand) US$93,035 (equivalent to NT$2,644,985 thousand) RMB(764,554) (equivalent to NT$(3,331,276) thousand) US$22,081 (equivalent to NT$627,763 thousand) RMB(3,533) (equivalent to NT$(15,394) thousand) US$1,270 (equivalent to NT$36,106 thousand) US$54,191 (equivalent to NT$1,540,650 thousand) - - US$67,585 (equivalent to NT$1,921,442 thousand) RMB(266,775) (equivalent to NT$(1,162,379) thousand) US$2,023 (equivalent to NT$57,514 thousand) - |
RMB(3,902) (equivalent to NT$(16,725) thousand) RMB1,472,201 (equivalent to NT$6,310,074 thousand) RMB21,403 (equivalent to NT$91,736 thousand) - RMB305,104 (equivalent to NT$1,370,722 thousand) RMB(18,860) (equivalent to NT$(80,837) thousand) RMB17,379 (equivalent to NT$74,489 thousand) RMB930,285 (equivalent to NT$3,987,341 thousand) RMB(7,801) (equivalent to NT$(33,436) thousand) RMB6,211 (equivalent to NT$26,621 thousand) |
72.00 68.40 72.00 - 72.00 68.40 52.20 72.00 72.00 70.12 |
RMB(2,809) (equivalent to NT$(12,040) thousand) RMB1,006,985 (equivalent to NT$4,316,089 thousand) RMB15,410 (equivalent to NT$66,050 thousand) - RMB219,675 (equivalent to NT$941,560 thousand) RMB12,900 (equivalent to NT$55,291 thousand) RMB9,072 (equivalent to NT$38,884 thousand) RMB669,806 (equivalent to NT$2,870,889 thousand) RMB(5,616) (equivalent to NT$(24,071) thousand) RMB4,355 (equivalent to NT$18,666 thousand) |
RMB7,596 (equivalent to NT$33,097 thousand) RMB4,135,942(equivale nt to NT$18,020,920 thousand) RMB453,952 (equivalent to NT$1,977,937 thousand) - RMB2,297,530 (equivalent to NT$10,010,683 thousand) RMB125,889 (equivalent to NT$548,517 thousand) RMB90,936 (equivalent to NT$396,222 thousand) RMB3,963,055 (equivalent to NT$17,267,625 thousand) RMB53,622 (equivalent to NT$233,639 thousand) RMB26,502 (equivalent to NT$115,473 thousand) |
US$800 (equivalent to NT$22,744 thousand) US$50,781 (equivalent to NT$1,443,704 thousand) RMB764,554 (equivalent to NT$3,331,276 thousand) US$4,469 (equivalent to NT$127,054 thousand) RMB3,533 (equivalent to NT$15,394 thousand) - US$809 (equivalent to NT$23,000 thousand) - - US$27,009 (equivalent to NT$767,866 thousand) RMB266,775 (equivalent to NT$1,162,379 thousand) US$77 (equivalent to NT$2,189 thousand) - |
(Continued)
- 110 -
| 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, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$4,400,964 thousand) - US$3,300 (equivalent to NT$93,819 thousand) US$3,500 (equivalent to NT$99,505 thousand) US$35,530 (equivalent to NT$1,010,118 thousand) US$86,170 (equivalent to NT$2,449,813 thousand) RMB13,000 (equivalent to NT$56,643 thousand) RMB60,000 (equivalent to NT$261,429 thousand) RMB90,000 (equivalent to NT$392,144 thousand) RMB30,000 (equivalent to NT$130,715 thousand) RMB10,000 (equivalent to NT$43,572 thousand) RMB35,500 (equivalent to NT$154,679 thousand) US$16,000 (equivalent to NT$454,880 thousand) |
(2) - (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) |
US$44,610 (equivalent to NT$1,268,262 thousand) RMB(123,908) (equivalent to NT$(539,886) thousand) US$980 (equivalent to NT$27,861 thousand) US$2,970 (equivalent to NT$84,437 thousand) US$2,158 (equivalent to NT$61,352 thousand) US$14,833 (equivalent to NT$421,702 thousand) US$13,513 (equivalent to NT$384,175 thousand) RMB(92,037) (equivalent to NT$(401,019) thousand) - - - - - - - |
$ - - - - - - - - - - - - - |
RMB(97,996) (equivalent to NT$(426,983) thousand) - - - RMB(7,729) (equivalent to NT$(33,676) thousand) RMB(40,871) (equivalent to NT$(178,081) thousand) - - - - - - - |
US$44,610 (equivalent to NT$1,268,262 thousand) RMB(221,904) (equivalent to NT$(966,869) thousand) US$980 (equivalent to NT$27,861 thousand) US$2,970 (equivalent to NT$84,437 thousand) US$2,158 (equivalent to NT$61,352 thousand) US$14,833 (equivalent to NT$421,702 thousand) RMB(7,729) (equivalent to NT$(33,676) thousand) US$13,513 (equivalent to NT$384,175 thousand) RMB(132,908) (equivalent to NT$(579,100) thousand) - - - - - - - |
RMB301,410 (equivalent to NT$1,291,888 thousand) - RMB(50,650) (equivalent to NT$(217,093) thousand) RMB2,695 (equivalent to NT$11,551 thousand) RMB52,616 (equivalent to NT$225,520 thousand) RMB235,032 (equivalent to NT$1,007,382 thousand) RMB424 (equivalent to NT$1,817 thousand) RMB6,960 (equivalent to NT$29,832 thousand) RMB38,370 (equivalent to NT$164,460 thousand) RMB7,951 (equivalent to NT$34,079 thousand) RMB17,269 (equivalent to NT$74,018 thousand) RMB7,167 (equivalent to NT$30,719 thousand) RMB9,224 (equivalent to NT$39,535 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 |
RMB217,015 (equivalent to NT$930,159 thousand) - RMB(36,468) (equivalent to NT$(156,307) thousand) RMB1,940 (equivalent to NT$8,315 thousand) RMB37,883 (equivalent to NT$162,372 thousand) RMB169,223 (equivalent to NT$725,315 thousand) RMB306 (equivalent to NT$1,312 thousand) RMB5,011 (equivalent to NT$21,478 thousand) RMB24,426 (equivalent to NT$104,693 thousand) RMB2,290 (equivalent to NT$9,815 thousand) RMB4,811 (equivalent to NT$20,621 thousand) RMB2,404 (equivalent to NT$10,304 thousand) RMB6,309 (equivalent to NT$27,041 thousand) |
RMB1,729,844 (equivalent to NT$7,537,190 thousand) - RMB2,173 (equivalent to NT$9,468 thousand) RMB33,195 (equivalent to NT$144,636 thousand) RMB308,838 (equivalent to NT$1,345,653 thousand) RMB929,183 (equivalent to NT$4,048,590 thousand) RMB13,622 (equivalent to NT$59,353 thousand) RMB70,050 (equivalent to NT$305,218 thousand) RMB256,793 (equivalent to NT$1,118,886 thousand) RMB14,904 (equivalent to NT$64,939 thousand) RMB8,830 (equivalent to NT$38,474 thousand) RMB33,004 (equivalent to NT$143,803 thousand) RMB67,258 (equivalent to NT$293,053 thousand) |
US$12,990 (equivalent to NT$369,306 thousand) RMB221,904 (equivalent to NT$966,869 thousand) - - US$992 (equivalent to NT$28,203 thousand) US$1,016 (equivalent to NT$28,885 thousand) RMB7,729 (equivalent to NT$33,676 thousand) US$1,837 (equivalent to NT$52,226 thousand) RMB132,908 (equivalent to NT$579,100 thousand) - - - - - - - |
(Continued)
- 111 -
| 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, 2020 |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$2,614,290 thousand) RMB20,000 (equivalent to NT$87,143 thousand) RMB1,763,425 (equivalent to NT$7,683,507 thousand) RMB2,000 (equivalent to NT$8,714 thousand) |
(2) (2) (2) (2) |
$ | - - - - |
$ - - - - |
$ - - - - |
$ - - - - |
RMB410,164 (equivalent to NT$1,758,024 thousand) RMB(1,677) (equivalent to NT$((7,188) thousand) RMB(23,296) (equivalent to NT$(99,850) thousand) RMB132,575 (equivalent to NT$569,016 thousand) |
72.00 72.00 28.80 68.40 |
RMB293,317 (equivalent to NT$1,257,201 thousand) RMB(1,207) (equivalent to NT$(5,173) thousand) RMB(6,709) (equivalent to NT$(28,756) thousand) RMB90,806 (equivalent to NT$389,208 thousand) |
RMB1,806,265 (equivalent to NT$7,870,168 thousand) RMB(16,221) (equivalent to NT$(70,677) thousand) RMB502,074 (equivalent to NT$2,187,612 thousand) RMB95,435 (equivalent to NT$415,825 thousand) |
$ - - - - |
|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2020 |
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$13,676,792 thousand) RMB(1,397,403) (equivalent to NT$(6,088,694) thousand) |
US$2,284,279 (equivalent to NT$64,942,052 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, 2020, accumulated investments in China Shanshui Cement Group Ltd, which is listed at HKEx, and China Shanshui Investment Company Limited were US$150,620 thousand and US$66,201 thousand, respectively, which were included in Accumulated Outward Remittance for Investment in Mainland China.
Note 4: The Corporation obtained certificate No. 10920439220 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, 2020 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2020.
(Concluded)
- 112 -
TABLE 10
ASIA CEMENT CORPORATION AND SUBSIDIARIES
BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (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 YSRMC DCI KCC AIC ACSPL |
1 1 1 1 1 1 1 1 1 |
Accounts receivable Sales Accounts receivable Sales Other revenue Sales Other revenue Accounts receivable Sales |
$ 372,594 1,905,577 34,112 169,574 26,036 20,900 33,460 82,832 416,394 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- 2 - - - - - - 1 |
| 1 | NHC | The Corporation | 2 2 |
Accounts receivable Sales |
18,906 222,799 |
Based on regular terms Based on regular terms |
- - |
| 2 | YLT | The Corporation | 2 2 |
Accounts receivable Sales |
22,751 134,237 |
Based on regular terms Based on regular terms |
- - |
| 3 | AEE | YLT | 3 | Sales | 28,761 | Based on regular terms | - |
| 4 | YTRMC | YTV | 3 | Other receivables | 31,523 | Based on regular terms | - |
| 5 | AOG | AOC | 1 | Finance lease receivables | 32,688 | Based on regular terms | - |
| 6 | FMT | The Corporation FDT YTRMC NHC |
2 1 1 3 3 |
Sales Sales Other revenue Sales Sales |
96,391 64,769 19,502 50,459 14,156 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| 7 | FDT | FMT YLSS |
2 2 3 |
Accounts receivable Sales Sales |
29,038 60,223 15,489 |
Based on regular terms Based on regular terms Based on regular terms |
- - - |
| 8 | YYDCCL | TZOCCL | 3 | Sales | 16,194 | Based on regular terms | - |
| 9 | SIYDCCL | CYCPCL SYCPCL SLCL |
3 3 3 3 1 1 |
Accounts receivable Sales Accounts receivable Sales Accounts receivable Sales |
14,164 95,522 25,553 65,454 61,547 474,642 |
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 |
| (Continued) |
- 113 -
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| 10 | HGYDC | JYDC YYDCCL HYDCCL ACCHC |
3 3 3 3 3 3 2 2 |
Accounts receivable Sales Accounts receivable Sales Accounts receivable Sales Other receivables Interest revenue |
$ 22,070 96,513 11,001 37,271 51,854 411,455 881,890 10,290 |
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 - - |
| 11 | SYTCL | SIYDCCL SLCL |
3 3 3 3 |
Accounts receivable Sales Accounts receivable Sales |
23,821 67,844 27,826 177,247 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - |
| 12 | SHYLCP | JYDC | 3 | Sales | 39,121 | Based on regular terms | - |
| 13 | CYCPCL | SYCPCL | 3 | Accounts receivable | 18,818 | Based on regular terms | - |
| 14 | JYDC | NYDC WYDC YYDCCL HYDCCL SHYLCP NYLC ACCHC TZOCCL RYNM SIYDCCL WYXC |
1 1 3 3 3 3 3 3 3 1 1 2 2 3 3 3 1 3 3 3 3 |
Accounts receivable Sales Accounts receivable Sales Accounts receivable Sales Accounts receivable Sales Other receivables Accounts receivable Sales Other receivables Interest revenue Accounts receivable Sales Other receivables Sales Other receivables Other revenue Accounts receivable Sales |
49,970 366,140 190,370 656,266 234,490 2,240,819 39,923 159,956 131,184 38,348 166,620 2,630,584 46,161 109,686 920,027 131,700 292,589 11,461 20,052 31,841 37,434 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - 1 - 3 - - - - - 1 - - 1 - - - - - - |
| 15 | JYLTC | JYDC NYDC HGYDC |
2 2 3 3 3 |
Accounts receivable Sales Accounts receivable Sales Sales |
46,773 218,348 10,398 63,569 25,950 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - - |
| (Continued) |
- 114 -
| Number | Company Name | Counterparty | Relationship (Note) |
Transaction Details | Transaction Details | % to Total Revenue or Assets |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms | |||||
| 16 | NYDC | JYDC | 2 2 |
Accounts receivable Sales |
$ 207,856 1,163,920 |
Based on regular terms Based on regular terms |
- 1 |
| 17 | NYLC | JYDC | 2 2 |
Accounts receivable Sales |
14,225 127,293 |
Based on regular terms Based on regular terms |
- - |
| 18 | RYNM | JYDC YYDCCL HYDCCL NYLC |
2 3 3 3 |
Prepayment Sales Sales Sales |
647,541 32,242 40,550 19,838 |
Based on regular terms Based on regular terms Based on regular terms Based on regular terms |
- - - - |
| 19 | WYDC | SYCPCL ACCHC |
3 2 |
Other receivables Other receivables |
174,491 441,180 |
Based on regular terms Based on regular terms |
- - |
| 20 | WYCPCL | HYDCCL | 3 | Sales | 23,271 | Based on regular terms | - |
| 21 | SLCL | SIYDCCL SYCPCL SLCCL |
2 3 1 |
Sales Accounts receivable Other receivables |
30,693 17,003 143,955 |
Based on regular terms Based on regular terms Based on regular terms |
- - - |
| 22 | HYTCL | WYDC HYDCCL |
3 2 |
Sales Sales |
11,996 47,926 |
Based on regular terms Based on regular terms |
- |
| 23 | HYDCCL | JYDC WYDC SIYDCCL SYCPCL ACCHC WYCPCL WYXC SLCL HGYDC |
3 3 3 3 3 2 2 3 3 1 3 3 3 |
Sales Sales Accounts receivable Sales Other receivables Other receivables Interest revenue Accounts receivable Sales Sales Accounts receivable Sales Sales |
59,264 75,418 15,127 60,347 87,246 1,323,539 34,749 50,461 83,518 31,458 13,826 61,027 15,044 |
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 |
- - - - - - - - - - - - - |
| 24 | OIH | ACCHC | 2 | Other receivables | 195,767 | Based on regular terms | - |
| 25 | WYXC | WYDC | 3 | Sales | 24,020 | Based on regular terms | - |
-
Note: 1. Parent to subsidiary.
-
Subsidiary to parent.
-
Between subsidiaries.
(Concluded)
- 115 -
TABLE 11
ASIA CEMENT CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| FENC Far Eastern Medical Foundation |
750,511,324 181,566,797 |
22.32 5.40 |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the parent company only financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
- 116 -
Asia Cement Corporation
Financial Statements for the Years Ended December 31, 2020 and 2019 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, 2020 and 2019, 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 the Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2020 and 2019, 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, 2020. 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, 2020 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 the 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
- 1 -
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 were as follows:
-
We obtained an understanding of the internal control procedures with respect to management’s allowance for impairment loss of trade receivables.
-
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.
-
We tested the recoverability of the trade receivables by vouching cash receipts after the balance sheet date.
-
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 were as follows:
-
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.
-
We obtained an understanding of and assessed the reasonableness of management’s assumptions and methods used in the valuation.
-
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 the equity method, were audited by other auditors as of December 31, 2020 and 2019. 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, 2020 and 2019, the aggregate carrying value of the equity-method investments in CSCGL was NT$14,380,091 thousand and NT$12,022,105 thousand, respectively, representing 7% and 6%, respectively, of the total assets. For the years ended December 31, 2020 and 2019, the share of profit or loss of CSCGL was NT$2,146,187 thousand and NT$2,211,060 thousand, respectively, representing 14% and 12%, respectively, of the profit before income tax
- 2 -
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
3 -
-
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 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, 2020 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 audits resulting in this independent auditors’ report are Tai, Xin Wei and Fan, Yu Wei.
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2021
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, 2020 AND 2019 (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, 9 and 30) Notes receivable Third parties Trade receivables Third parties (Note 10) Related parties (Notes 10 and 30) Other receivables (Note 30) Inventories (Note 11) Prepayments (Note 17) Other current assets Total current assets NON-CURRENT ASSETS Investments accounted for using the equity method (Notes 12, 30 and 31) Financial assets at fair value through other comprehensive income - non-current (Note 8) Property, plant and equipment (Notes 13, 30 and 31) Right-of-use assets (Note 14) Investment properties (Notes 15, 30 and 31) Intangible assets (Note 16) Deferred tax assets (Note 25) Other non-current assets (Notes 17, 21 and 30) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bills payable (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 7 and 30) Contract liabilities - current (Note 23) Accounts payable and accrued expenses Third parties Related parties (Note 30) Dividends and bonuses payable Current tax liabilities (Note 25) Lease liabilities - current (Note 14) Deferred revenue - current (Note 20) Current portion of long-term liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Note 19) Provisions - non-current Deferred tax liabilities (Note 25) Lease liabilities - non-current (Note 14) Deferred revenue - non-current (Note 20) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 22) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
2020 Amount % $ 4,228,490 2 1,939,437 1 1,899,303 1 1,038,147 - 90,204 - 432,838 - 517,239 - 96,468 - 1,385,906 1 144,765 - 6,637 - 11,779,434 5 146,952,667 68 6,051,238 3 4,137,094 2 477,318 - 42,479,693 20 3,171 - 94,337 - 3,923,293 2 204,118,811 95 $ 215,898,245 100 $ 2,199,722 1 425,693 - 89,566 - 1,717,146 1 165,403 - 235,301 - 326,235 - 76,819 - 75,912 - 9,370,305 5 14,682,102 7 38,800,000 18 3,950,000 2 98,000 - 9,733,184 5 64,629 - 771,981 - 29,790 - 53,447,584 25 68,129,686 32 33,614,472 15 1,492,584 1 18,473,057 9 65,267,773 30 27,842,666 13 111,583,496 52 1,078,007 - 147,768,559 68 $ 215,898,245 100 |
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 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021)
- 5 -
ASIA CEMENT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 23 and 30) OPERATING COSTS (Notes 11, 24 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Administrative expenses (Notes 24 and 30) Expected credit (gain) loss (Note 10) Total operating expenses OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Interest income Other income (Note 24) Other gains and losses (Note 24) Finance costs (Note 24) Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET INCOME FOR THE YEAR |
2020 Amount % $ 8,991,169 100 7,927,392 88 1,063,777 12 (2,479) - 1,061,298 12 554,056 6 (3,386) - 550,670 6 510,628 6 241,043 3 484,912 5 (299,831) (3) (365,013) (4) 14,891,791 165 14,952,902 166 15,463,530 172 753,044 9 14,710,486 163 |
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) 299,327 3 513,468 6 814,110 9 (369,349) (4) 17,111,219 190 18,368,775 204 18,156,100 202 696,427 8 17,459,673 194 (Continued) |
- 6 -
ASIA CEMENT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 (loss) gain 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 of subsidiaries and associates Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic Diluted |
2020 Amount % $ (875,729) (10) (42,895) - (372,105) (4) (1,290,729) (14) (164,177) (2) (1,454,906) (16) $ 13,255,580 147 $ 4.70 $ 4.41 |
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 |
||||
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 31, 2021) (Concluded)
- 7 -
ASIA CEMENT CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2019 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 the 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 the equity method BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends - $3 per share Changes in capital surplus from investments in subsidiaries and associates accounted for using the equity method Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Actual acquisition of interests in subsidiaries Changes in percentage of ownership interests in 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 subsidiaries and associates accounted for using the equity method BALANCE AT DECEMBER 31, 2020 |
Share Capital Issued Shares Amount Capital Surplus 3,361,447 $ 33,614,472 $ 1,362,554 - - - - - - - - - - - 93,500 - - - - - - - - - - - - 3,361,447 33,614,472 1,456,054 - - - - - - - - - - - 36,112 - - - - - - - - 418 - - - - - - - - - 3,361,447 $ 33,614,472 $ 1,492,584 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 1,745,968 - (1,745,968) - 804,347 (804,347) - - (10,084,341) - - - - - 14,710,486 - - (103,026) - - (1,424,920) - - (20,704) - - 2,590 - - (60,944) $ 18,473,057 $ 65,267,773 $ 27,842,666 |
Other Equity | Total $ 2,996,214 - - - - - (484,026) (79,711) - 2,432,477 - - - - - (1,351,880) - - (2,590) - $ 1,078,007 |
Total Equity $ 137,749,126 - - (9,412,052) 93,500 17,459,673 192,863 - (15,752) 146,067,358 - - (10,084,341) 36,112 14,710,486 (1,454,906) (1,424,502) (20,704) - (60,944) $ 147,768,559 |
||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating the Unrealized Gain (Loss) on Financial Assets Financial at Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (2,641,364) $ 5,268,916 - - - - - - - - - - (3,271,837) 2,719,118 - (79,711) - - (5,913,201) 7,908,323 - - - - - - - - - - (195,754) (1,491,574) - - - - - (2,590) - - $ (6,108,955) $ 6,414,159 |
Gains on Property Revaluation $ 307,728 - - - - - 77,486 - - 385,214 - - - - - 331,756 - - - - $ 716,970 |
Cash Flow Hedge $ 60,934 - - - - - (8,793) - - 52,141 - - - - - 3,692 - - - - $ 55,833 |
|||||||
| Shares 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 31, 2021)
- 8 -
ASIA CEMENT CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (reversed) recognized on trade receivables Net loss (gain) on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Gain on disposal of property, plant and equipment Unrealized gain on transactions with subsidiaries and associates Unrealized loss on foreign exchange Gain on changes in fair value of investment properties 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 Deferred revenue Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits |
2020 $ 15,463,530 476,738 2,155 (3,386) 64,714 365,013 (241,043) (316,139) (14,891,791) (509) 2,479 89,606 (363,140) (9,570) (1,550) (25,096) 156,566 (99,184) (403) (37,541) 5,840 129,525 (75,912) 690,902 245,536 6,780,804 (208,551) (562,772) 6,945,919 - - 695,706 (253,796) 525 567,920 |
2019 $ 18,156,100 523,626 3,589 3,753 (673,850) 369,349 (299,327) (422,860) (17,111,219) (40) 8,442 143,442 (399,682) 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 (123,395) (1,365,160) - (183,122) 46 679,526 (Continued) |
|---|---|---|
- 9 -
ASIA CEMENT CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Payments for intangible assets Payments for investment properties Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term bills payable Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Acquisition of additional interests in subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR The accompanying notes are an integral part of the financial statements. |
2020 $ (369) (2,343) 1,007,643 (8,560,000) 28,800,000 (3,000,000) 4,643,000 (12,488,000) - (83,756) (10,084,585) (5,390,490) (6,163,831) (36,980) 1,752,751 2,475,739 $ 4,228,490 |
2019 $ (202) (24,834) (1,017,141) (680,000) 10,000,000 (4,000,000) 58,508,000 (61,746,000) (785) (86,929) (9,412,164) - (7,417,878) (61,585) (690,056) 3,165,795 $ 2,475,739 |
|---|---|---|
(With Deloitte & Touche auditors’ report dated March 31, 2021) (Concluded)
- 10 -
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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, 2020, the issued and outstanding GDSs aggregated 27,237 units, representing 272,367 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, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of 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 IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Corporation’s accounting policies:
Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”
The Corporation elected to apply the practical expedient provided in the amendment to IFRS 16 with respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The related accounting policies are stated in Note 4. Prior to the application of the amendment, the Corporation shall determine whether or not the abovementioned rent concessions need to be accounted for as lease modifications.
The Corporation applied the amendment from January 1, 2020. Because the abovementioned rent concessions affect only in 2020, retrospective application of the amendment has no impact on the retained earnings as of January 1, 2020.
-
11 -
-
b. The IFRSs endorsed by the FSC for application starting from 2020
| New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” |
Effective Date Announced by IASB |
|---|---|
| Effective immediately upon promulgation by the IASB January 1, 2021 |
As of the date the financial statements were authorized for issue, the Corporation assessed that the application of the above standards and interpretations did not have any material impact on the Corporation’s financial position and financial performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” 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 IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 4) January 1, 2023 (Note 5) January 1, 2022 (Note 6) January 1, 2022 (Note 7) |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
-
Note 4: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 5: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
12 -
-
Note 6: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 7: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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 the equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income or loss of subsidiaries and associates and related equity items, as appropriate, in the parent company only financial statements.
The properties were leased out to subsidiaries for their operation, and are classified as property plant and equipment in consolidated financial statements. Under IFRSs, these properties are classified as investment properties in parent company only financial statements. In 2014, the subsequent fair value model.
- 13 -
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 the equity method” and “share of profit or loss of subsidiaries and associates”.
- c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within twelve months after the reporting period; and
-
3) 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:
-
1) Liabilities held primarily for the purpose of trading;
-
2) 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
-
3) 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.
- d. 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.
- 14 -
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.
e. 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.
f. 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.
- 15 -
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.
- g. 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 the 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 the 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.
- h. 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.
- 16 -
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.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment 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.
i. 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.
- j. 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.
- k. Impairment of property, plant and equipment, right-of-use asset and intangible assets other than goodwill
At the end of each reporting period, the Corporation reviews the carrying amounts of its property, plant and equipment, right-of-use asset 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 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.
- 17 -
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.
- l. 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.
- 1) 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.
- a) 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, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 29.
- b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i. The financial asset is held within a business model whose objective is to hold financial asset in order to collect contractual cash flows; and
-
ii. 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.
- 18 -
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.
- c) 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.
- 2) 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.
- 3) 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.
- 19 -
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
- 1) 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.
- 2) 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.
- 20 -
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.
Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the mixed contracts are not measured at FVTPL.
m. 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
n. 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:
-
1) Before the good or another asset transfers to the customer, the Corporation acquire the good or the control of asset from another party.
-
2) 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.
-
3) 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:
-
1) The Corporation is primarily responsible for fulfilling the promise to provide the specified good or service.
-
2) The Corporation has inventory risk before or after the specified good or service is transferred to the customer.
-
3) The Corporation has discretion in establishing the price of the specified good or service.
-
21 -
o. Leases
At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.
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.
1) 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.
2) 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.
- 22 -
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.
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. For a lease modification that is not accounted for as a separate lease, the Corporation accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the balance sheets.
The Corporation negotiates with the lessor for rent concessions as a direct consequence of the Covid-19 to change the lease payments originally due by June 30, 2021, that results in the revised consideration for the lease substantially the same as, or less than, the consideration for the lease immediately preceding the change. There is no substantive change to other terms and conditions. The Corporation elects to apply the practical expedient to all of these rent concessions and, therefore, does not assess whether the rent concessions are lease modifications. Instead, the Corporation recognizes the reduction in lease payment in profit or loss as a deduction of expenses of variable lease payments, in the period in which the events or conditions that trigger the concession occur (recognized in other gains and losses), and makes a corresponding adjustment to the lease liability.
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.
-
p. Employee benefits
-
1) 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.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
- 23 -
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.
- 3) 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.
- q. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law in the ROC, 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.
- 2) 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.
- 24 -
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.
- 2) 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 Corporation considers the economic implications of the COVID-19 when making its critical accounting 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.
Key Sources of Estimation Uncertainty
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.
- 25 -
6. 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 | December 31 | |
|---|---|---|---|
| 2020 $ 1,951,736 815 331 1,281,913 993,695 $ 4,228,490 |
2019 $ 778,468 815 345 1,346,850 349,261 $ 2,475,739 |
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 ** |
|---|---|
| 2020 2019 2.32%-2.91% 2.33%-2.40% 0.42%-0.55% 0.53%-2.36% |
Time deposits with original maturities of more than 3 months in the amounts of $1,038,147 thousand and $1,763,189 thousand as of December 31, 2020 and 2019, 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 Derivative financial assets (not under hedge accounting) Bond options (Note 19) 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 19) Cross-currency swap contracts |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 94,743 273,100 1,571,594 $ 1,939,437 $ - 425,693 $ 425,693 |
2019 $ - 204,700 1,485,828 $ 1,690,528 $ 81,724 30,346 $ 112,070 |
- 26 -
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, 2020 and 2019, 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 | 2021.9.15 | - | 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 ** | **December 31 ** | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Current $ 1,899,303 - 1,899,303 - $ 1,899,303 |
Non-current $ 5,177,016 591,992 5,769,008 282,230 $ 6,051,238 |
Current $ 2,237,578 - 2,237,578 - $ 2,237,578 |
Non-current $ 5,513,975 586,459 6,100,434 488,258 $ 6,588,692 |
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.
Refer to Note 31 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 |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 1,038,147 |
2019 $ 1,763,189 |
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.
- 27 -
10. TRADE RECEIVABLES
| At amortized cost Trade receivables - sales Operating lease receivable Less: Allowance for impairment loss - sales |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 906,585 50,365 (6,873) $ 950,077 |
2019 $ 947,444 23,119 (10,259) $ 960,304 |
Trade Receivables - Sales
The average credit period of receivables from sales of goods was 30-150 days. Specific customers with good credit records were given longer credit period occasionally.
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 measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. 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, 2020
Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost December 31, 2019 Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
Less than 90 Days $ 855,918 - $ 855,918 Less than 90 Days $ 887,685 - $ 887,685 |
91 to 180 Days $ 18,486 (6,873) $ 11,613 91 to 180 Days $ 26,783 (10,259) $ 16,524 |
181 to 365 Days $ 25,621 - $ 25,621 181 to 365 Days $ 29,518 - $ 29,518 |
Over 366 Days $ 6,560 - $ 6,560 Over 366 Days $ 3,458 - $ 3,458 |
Total $ 906,585 (6,873) $ 899,712 Total $ 947,444 (10,259) $ 937,185 |
|---|---|---|---|---|---|
The above aging schedule was based on the invoice date.
- 28 -
The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: (Reversal of) impairment losses recognized on receivables Balance at December 31 |
December | 31 | |
|---|---|---|---|
| 2020 $ 10,259 (3,386) $ 6,873 |
2019 $ 6,506 3,753 $ 10,259 |
11. INVENTORIES
| Finished goods Work in progress Raw materials Supplies |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 177,397 343,894 524,093 340,522 $ 1,385,906 |
2019 $ 167,759 421,293 644,380 311,877 $ 1,545,309 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 were $7,736,880 thousand and $8,339,743 thousand, respectively.
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Investments in subsidiaries Investments in associates Less: Effect of investment properties at fair value method |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 87,727,372 62,230,502 149,957,874 3,005,207 $ 146,952,667 |
2019 $ 74,533,619 63,580,304 138,113,923 2,970,074 $ 135,143,849 |
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) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 47,586,336 14,281,783 10,353,439 4,723,244 3,960,734 |
2019 $ 41,411,828 13,656,200 6,059,603 4,141,226 3,243,862 (Continued) |
- 29 -
| Ya Tung Ready-Mixed Concrete Corp. (YTRMC) Yuan Long Stainless Steel Corp. (YLSS) Fu Ming Transport Corp. (FMT) Nan Hwa Cement Corp. (NHC) Yali Transport Corp. (YLT) Asia Engineering Enterprise Corp. (AEE) Ya Li Precast and Prestressed Concrete Industries Corp. (YLPPC) Sunrise Industrial Holdings Ltd. (SIHL) |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 2,509,572 1,940,989 1,473,729 321,626 256,364 178,713 87,216 53,627 40,141,036 $ 87,727,372 |
2019 $ 1,801,331 1,969,817 1,410,458 261,372 265,154 182,274 75,572 54,922 33,121,791 $ 74,533,619 (Concluded) |
At the end of the reporting period, the percentages of owners’ voting rights in subsidiaries held by the Corporation were as follows:
| Name of Subsidiary ACCHC DCI CHP ACSPL AIC YTRMC YLSS FMT NHC YLT AEE YLPPC SIHL |
December 31 |
|---|---|
| 2020 2019 67.73% 67.73% 99.99% 99.99% 99.69% 59.59% 99.96% 99.96% 100.00% 100.00% 99.99% 99.99% 100.00% 100.00% 99.95% 99.82% 99.98% 99.94% 51.61% 51.00% 99.74% 98.23% 83.92% 83.81% 100.00% 100.00% |
From April to December 2020, the Corporation acquired non-controlling interests in subsidiaries, including CHP, YTRMC, DCI, FMT, NHC, AEE, YLT and YLPPC; refer to Note 27.
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 ** | |
|---|---|---|---|
| 2020 $ 27,332,515 |
2019 $ 47,174,102 |
- 30 -
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 | |
|---|---|---|---|
| 2020 $ 38,290,925 9,022,163 6,277,053 53,590,141 3,149,431 2,453,784 1,942,089 634,350 377,260 83,447 8,640,361 $ 62,230,502 |
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 |
At the end of the reporting period, the percentages of owners’ voting rights in associates held by the Corporation were as follows:
| Name of Associate FENC U-Ming CSCGL YDC YYI OSC FEDSDL YDLC EISF |
December 31 |
|---|---|
| 2020 2019 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% |
The Corporation is the single largest shareholder with 39.25% and 23.77% of the voting rights of associates U-Ming and FENC, respectively. Considering the size of the Corporation’s holding of voting rights relative to the size and dispersion of holdings of the other shareholders and the voting patterns at previous shareholders’ meetings, which indicate that other shareholders are not passive, the Corporation is not able to appoint more than half of the members of those charged with governance of U-Ming and FENC. Consequently, the Corporation considered and classified U-Ming and FENC as associates of the Corporation as it is merely able exercise significant influence over U-Ming and FENC.
- 31 -
As of December 31, 2020 and 2019, 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 | |
|---|---|---|---|
| 2020 $ 36,832,422 $ 12,239,773 $ 2,212,530 |
2019 $ 37,977,471 $ 11,145,159 $ 3,865,702 |
- 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 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 Corporation’s ownership Equity attributable to the Corporation Unrealized gain or loss with associates Carrying amount |
December 31 | December 31 | |
|---|---|---|---|
| 2020 2019 $ 30,257,013 $ 31,823,888 296,195,063 297,297,715 22,380,382 24,007,226 100,042,507 100,592,089 204,029,187 204,522,288 23.77% 23.77% 48,497,738 48,614,948 (10,206,813) (9,540,809) $ 38,290,925 $ 39,074,139 **For the Year Ended December 31 ** |
|||
| 2020 2019 $ 38,768,801 $ 46,477,960 $ 8,062,699 $ 10,732,669 (26,143) (186,100) $ 8,036,556 $ 10,546,569 $ 1,908,416 $ 2,290,099 December 31 |
|||
| 2020 $ 2,088,840 47,537,505 14,349,470 12,101,381 23,175,494 39.25% 9,096,382 (74,219) $ 9,022,163 |
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 |
- 32 -
Operating revenue Net profit for the year Other comprehensive (loss) income Total comprehensive (loss) income for the year Dividends received from U-Ming CSCGL: Current assets Non-current assets Current liabilities Non-current liabilities Non-controlling interests Equity attributable to CSCGL Proportion of the Corporation’s ownership Equity attributable to the Corporation Goodwill Quarry right Carrying amount Operating revenue Net 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 ** |
|---|---|---|---|
| 2020 2019 $ 1,039,426 $ 1,062,972 $ 878,425 $ 1,621,695 (2,941,713) 1,118,819 $ (2,063,288) $ 2,740,514 $ 630,232 $ 597,062 **December 31 ** |
|||
| 2020 2019 $ 31,277,287 $ 26,673,504 89,317,484 88,426,257 42,872,156 47,973,181 8,522,285 13,066,715 780,884 442,928 68,419,446 53,616,937 7.62% 7.62% 5,205,672 4,109,625 810,993 810,993 260,388 328,315 $ 6,277,053 $ 5,248,933 For the Year Ended December 31 |
|||
| 2020 $ 89,543,906 $ 14,034,527 93,155 $ 14,127,682 |
2019 $ 96,302,852 $ 13,578,105 8,286 $ 13,586,391 |
- 3) Aggregate information of associates that are not individually material
The Corporation’s share of: Profit for the year Other comprehensive (loss) income Total comprehensive income for the year |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 287,474 (122,696) $ 164,778 |
2019 $ 425,625 377,763 $ 803,388 |
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 the equity method.
- 33 -
The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2020 and 2019 were based on the subsidiaries’ and associates’ financial statements which have been audited for the same years.
Refer to Table 8 “Information on Investees” and Table 9 “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
Assets used by the Corporation
Cost Balance at January 1, 2020 Additions Disposals Transferred from completed construction Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation expense Balance at December 31, 2020 Carrying amounts at December 31, 2020 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 $ 2,779,088 301 - - 2,779,389 - - - - $ 2,779,389 $ 2,779,088 - - - - 2,779,088 - - - - $ 2,779,088 |
Buildings $ 4,208,692 3,937 - 1,623 4,214,252 3,706,896 - 48,752 3,755,648 $ 458,604 $ 4,217,415 837 (9,560 ) - - 4,208,692 3,662,692 (9,560 ) 53,764 3,706,896 $ 501,796 |
Equipment $ 16,783,451 21,225 (42,899 ) 22,277 16,784,054 16,539,039 (42,899 ) 79,631 16,575,771 $ 208,283 $ 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 $ 5,881,197 69,118 (42,863 ) 70,656 5,978,108 5,339,644 (42,847 ) 245,438 5,542,235 $ 435,873 $ 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 $ 167,439 182,062 - (94,556 ) 254,945 - - - - $ 254,945 $ 130,351 122,921 - (85,833 ) - 167,439 - - - - $ 167,439 |
Total $ 29,819,867 276,643 (85,762 ) - 30,010,748 25,585,579 (85,746 ) 373,821 25,873,654 $ 4,137,094 $ 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, 2020 and 2019 as there was no indication of impairment.
- 34 -
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 5-15 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
| Carrying amounts Land Buildings Equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 21,499 349,193 106,626 $ 477,318 For the Year Ended |
2019 $ 19,429 376,924 45,308 $ 441,661 December 31 |
||
| 2020 $ 138,573 $ 4,396 38,885 59,636 $ 102,917 |
2019 $ - $ 4,425 40,337 61,610 $ 106,372 |
b. Lease liabilities
| Carrying amounts Current Non-current |
December | 31 | |
|---|---|---|---|
| 2020 $ 76,819 $ 64,629 |
2019 $ 40,370 $ 44,787 |
- 35 -
Range of discount rate for lease liabilities was as follows:
| Land Buildings Equipment |
December 31 |
|---|---|
| 2020 2019 1.30%-1.32% 1.30% 1.30%-1.32% 1.30% 1.30%-1.32% 1.30% |
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.
d. Other lease information
Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 15.
Expenses relating to short-term leases Expenses relating to low-value asset leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash outflow for leases |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 86,790 $ 52 $ - $ (170,598) |
2019 $ 84,817 $ 50 $ 9,643 $ (181,439) |
The Corporation has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for leases that qualify as short-term leases or low-value asset leases.
15. INVESTMENT PROPERTIES
| Leased investment properties Undeveloped investment properties |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 36,514,151 5,965,542 $ 42,479,693 |
2019 $ 36,082,384 6,031,826 $ 42,114,210 |
- 36 -
The movements of investment property were as follows:
| Leased | Undeveloped | Undeveloped | Undeveloped | |||
|---|---|---|---|---|---|---|
| Investment | Investment | |||||
| Property | Property | Total | ||||
| 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 | ||
| Balance at January 1, 2020 | $ | 36,082,384 | $ | 6,031,826 | $ 42,114,210 | |
| Changes in fair value of investment properties | 429,424 | (66,284) | 363,140 |
|||
| Additions | 2,343 |
- |
2,343 |
|||
| Balance at December 31, 2020 | $ 36,514,151 |
$ | 5,965,542 |
$ 42,479,693 |
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;
-
7) Land and building in Hwalien - leased to YLT;
-
37 -
The lease terms of the abovementioned land and buildings 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, 2020 and 2019 were determined by qualified professional appraisers, Mr. Chang from Savills (Taiwan) Limited and Mr. Tsai and Ms. Hu from DTZ real estate appraisers firm on March 2, 2021 and March 4, 2020, 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, 2019 Recognized in profit or loss (gain or loss from changes in fair value of investment property) Purchases Balance at December 31, 2019 Balance at January 1, 2020 Recognized in profit or loss (gain or loss from changes in fair value of investment property) Purchases Balance at December 31, 2020 |
Leased Investment Property $ 35,525,301 532,249 24,834 $ 36,082,384 $ 36,082,384 429,424 2,343 $ 36,514,151 |
Undeveloped Investment Property $ 6,164,393 (132,567) - $ 6,031,826 $ 6,031,826 (66,284) - $ 5,965,542 |
Total $ 41,689,694 399,682 24,834 $ 42,114,210 $ 42,114,210 363,140 2,343 $ 42,479,693 |
|---|---|---|---|
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 | |
|---|---|---|---|
| 2020 $ 19,492,803 22% 5.29% |
2019 $ 19,379,643 22% 5.99% |
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.
- 38 -
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 ** | |
|---|---|---|---|
| 2020 $ 45,305,471 1,620,734 $ 43,684,737 1.98%-4.40% |
2019 $ 45,637,919 1,936,955 $ 43,700,964 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, 2020 and 2019 was $401,040 thousand and $371,120 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, 2020 and 2019, the risk premiums were 0.39%2.80% and 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, 2019 Additions Balance at December 31, 2019 |
Computer Software $ 162,304 202 162,506 (Continued) |
|---|---|
- 39 -
| Balance at January 1, 2019 Amortization expense Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Balance at December 31, 2020 Accumulated amortization and impairment Balance at January 1, 2020 Amortization expense Disposals Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Computer Software $ 153,960 3,589 157,549 $ 4,957 $ 162,506 369 (54,871) 108,004 157,549 2,155 (54,871) 104,833 $ 3,171 (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. OTHER ASSETS-NON-CURRENT
| Net defined benefit assets (Note 21) Prepaid investments Refundable deposits Others |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 2,503,523 1,294,905 124,734 131 $ 3,923,293 |
2019 $ 2,519,601 1,294,905 700,781 131 $ 4,515,418 |
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 shares of CSI. 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 has submitted all necessary documents to CSI for registration of the share transfer, among which the registration of the shares of CSI acquired from two of the six shareholders were completed and the related prepaid investments in the balance sheets were therefore reclassified to financial assets at FVTOCI - non-current.
- 40 -
In addition, Chan Hongqing, a PRC individual, claimed that the shares of CSI which the Corporation acquired from the other four shareholders were pledged as collaterals under a loan contract signed with him on August 17, 2015 and thus applied for arbitration with China International Economic and Trade Arbitration Commission in Beijing. Later, according to an order of the High Court of Hong Kong announced on June 27, 2017, it requested the appointment of interim receivers in respect of the shares of CSI 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 withdrawn 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 four CSI shareholders from transferring and registering their CSI shares. The application for interlocutory relief was heard in the High Court of Hong Kong on April 3, 2019 and was dismissed by the High Court of Hong Kong on March 16, 2021. In view of this order, the registration of share transfer by CSI’s board of directors will no longer be restricted to the above-mentioned application for interlocutory relief. Therefore, the Corporation will apply to CSI’s board of directors for registration of the share transfer after re-obtaining the physical share certificates of the shares of CSI.
18. SHORT-TERM BILLS PAYABLE
| Commercial paper Less: Unamortized discounts on bills payable Interest rate |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 2,200,000 278 $ 2,199,722 0.27%-0.28% |
2019 $ 10,760,000 2,094 $ 10,757,906 0.38%-0.68% |
Short-term bills payable were issued under guarantee obtained from financial institutions.
19. LONG-TERM LIABILITIES
| Bank loans Bonds Domestic bonds 1stunsecured bonds issued in 2016 1stunsecured bonds issued in 2019 2ndunsecured bonds issued in 2019 1stunsecured bonds issued in 2020 2ndunsecured bonds issued in 2020-A 2ndunsecured bonds issued in 2020-B 3rdunsecured bonds issued in 2020-A 3rdunsecured bonds issued in 2020-B 4thunsecured bonds issued in 2020-A 4thunsecured bonds issued in 2020-B |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 3,950,000 3,000,000 6,500,000 3,500,000 7,700,000 2,800,000 2,700,000 4,000,000 2,200,000 4,100,000 5,300,000 41,800,000 |
2019 $ 11,795,000 6,000,000 6,500,000 3,500,000 - - - - - - - 16,000,000 |
(Continued)
- 41 -
| Overseas bonds 3rdEuro convertible bonds issued in 2018 - US$215,000 thousand Less: Current portion |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 6,370,305 52,120,305 9,370,305 $ 42,750,000 |
2019 $ 6,280,807 34,075,807 3,000,000 $ 31,075,807 (Concluded) |
-
a. Bank loans are repayable in installments at varying amounts or in one lump-sum payment prior to November 6, 2022. The Corporation has signed long-term revolving credit facilities with banks. As of December 31, 2020 and 2019, interest rate intervals were 0.74%-1.65% and 0.89%-1.75%, respectively.
-
b. Domestic bonds are repayable in installments at varying amounts or in one lump-sum on maturity prior to December 23, 2027. As of December 31, 2020 and 2019, interest rates were 0.57%-0.88% and 0.79%-0.88%, respectively.
-
c. 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.
-
42 -
-
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.
-
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$37.11 as of December 31, 2020.
20. DEFERRED REVENUE
| Land use right Others Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 722,667 125,226 $ 847,893 $ 75,912 $ 771,981 |
2019 $ 790,753 133,052 $ 923,805 $ 75,912 $ 847,893 |
-
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.
-
43 -
-
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.
21. 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.
The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Surplus Net defined benefit asset |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 745,990 (3,249,513) (2,503,523) $ (2,503,523) |
2019 $ 803,450 (3,323,051) (2,519,601) $ (2,519,601) |
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, 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) |
|
| (Continued) |
- 44 -
| Present Value | Present Value | |||||
|---|---|---|---|---|---|---|
| of | the Defined | Net Defined | ||||
| Benefit | Fair Value of | Benefit | ||||
| Obligation | the | Plan Assets | Liability (Asset) | |||
| 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) |
| Balance at January 1, 2020 | $ | 803,450 |
$ | (3,323,051) |
$ | (2,519,601) |
| Service cost | ||||||
| Current service cost | 5,761 | - | 5,761 | |||
| Net interest expense (income) | 8,035 |
(33,231) |
(25,196) | |||
| Recognized in profit or loss | 13,796 |
(33,231) |
(19,435) | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | - | 45,007 | 45,007 | |||
| Actuarial loss - changes in financial | ||||||
| assumptions | 14,579 | - | 14,579 | |||
| Actuarial loss - experience adjustments | (5,967) |
- |
(5,967) | |||
| Recognized in other comprehensive income | 8,612 |
45,007 |
53,619 | |||
| Benefits paid | (79,868) |
61,762 |
(18,106) | |||
| Balance at December 31, 2020 | $ | 745,990 |
$ | (3,249,513) |
$ | (2,503,523) |
| (Concluded) |
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.
-
45 -
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 ** |
|---|---|
| 2020 2019 0.75% 1.00% 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 | |
|---|---|---|---|
| 2020 $ (14,579) $ 15,036 $ 61,601 $ (55,610) |
2019 $ (16,169) $ 16,697 $ 68,726 $ (61,703) |
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 ** | |
|---|---|---|---|
| 2020 83.77 10.87 5.36 100.00 |
2019 86.82 8.26 4.92 100.00 |
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 | |
|---|---|---|---|
| 2020 $ - 8.9 years |
2019 $ - 9.3 years |
- 46 -
22. EQUITY
a. Share capital
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 4,000,000 $ 40,000,000 3,361,447 $ 33,614,472 |
2019 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 the equity method (2) May be used to offset a deficit only Change of capital surplus of subsidiaries and associates accounted for using the equity method (3) May not be used for any purpose Share warrants Change of capital surplus of subsidiaries and associates accounted for using the equity method |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 41,790 55,325 992,530 1,089,645 128,456 185,411 89,072 274,483 $ 1,492,584 |
2019 $ 41,790 54,907 992,530 1,089,227 128,141 185,411 53,275 238,686 $ 1,465,054 |
-
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.
-
47 -
-
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 dividends policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”), apart from paying all its income taxes in the case where there are net incomes at the end of the year, the Corporation shall make up for accumulated losses in past years. Providing that there is any remaining profit, 10% of the unappropriated earnings from the net profit after tax for the current period coupled with other items that recognized in retained earning directly for the current period shall be set aside as legal reserve. Subject to certain business conditions under which the Corporation may retain a portion of the remaining balance, the Corporation 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 Corporation'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. For the policies on distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 24(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 2019 and 2018 approved in the shareholders’ meetings on June 23, 2020 and June 24, 2019, 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 | |||
| 2019 $ 1,745,968 $ 804,347 $ 10,084,341 $ 3.0 |
2018 $ 1,111,709 $ 518,281 $ 9,412,052 $ 2.8 |
- 48 -
The appropriation of earnings for 2020 had been proposed by the Corporation’s board of directors on March 25, 2021. 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, 2020 $ 1,310,348 $ 1,209,096 $ 11,933,138 $ 3.55 |
|---|---|
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$4.38 for the year ended December 31, 2020.
The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting to be held on June 25, 2021.
- 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, 2020.
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 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 |
|---|---|---|---|
| 2020 $ (5,913,201) (195,754) $ (6,108,955) |
2019 $ (2,641,364) (3,271,837) $ (5,913,201) |
- 49 -
2) Unrealized gain (loss) on financial assets at FVTOCI
Balance at January 1 Recognized for the year Unrealized (loss) gain of equity instruments Share from subsidiaries and associates accounted for using the 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 Share of cash flow hedging reserve of subsidiaries and associates accounted for using the 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 |
|---|---|---|---|
| 2020 2019 $ 7,908,323 $ 5,268,916 (875,729) 329,435 (643,730) 2,363,096 27,885 26,587 (2,590) (79,711) $ 6,414,159 $ 7,908,323 For the Year Ended December 31 |
|||
| 2020 $ 52,141 3,692 $ 55,833 **For the Year Ended ** |
2019 $ 60,934 (8,793) $ 52,141 **December 31 ** |
||
| 2020 $ 385,214 331,756 $ 716,970 |
2019 $ 307,728 77,486 $ 385,214 |
23. 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 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 8,562,701 428,468 8,991,169 7,736,880 190,512 7,927,392 $ 1,063,777 |
2019 $ 8,612,328 373,589 8,985,917 8,339,743 168,249 8,507,992 $ 477,925 |
- 50 -
b. Contract balances
Contract liabilities |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 89,566 |
2019 $ 83,726 |
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. NET PROFIT
24. NET PROFIT
Net profit was as follows:
a. Other income
Dividends Others Other gains and losses Net (loss) gain on fair value changes of financial assets and liabilities designated as at fair value through profit or loss Gain on changes in fair value of investment properties Net foreign exchange losses Bank charges Gain on disposal of property, plant and equipment Miscellaneous expenses |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2020 $ 316,139 168,773 $ 484,912 For the Year Ended |
2019 $ 422,860 90,608 $ 513,468 December 31 |
||
| 2020 $ (64,714) 363,140 (137,178) (38,488) 509 (423,100) $ (299,831) |
2019 $ 673,850 399,682 (69,940) (56,435) 40 (133,087) $ 814,110 |
b. Other gains and losses
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) |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 363,837 1,474 1 (299) $ 365,013 |
2019 $ 367,573 1,618 388 (230) $ 369,349 |
- 51 -
Information about capitalized interest was as follows:
Capitalized interest Capitalization rate |
For the Year Ended December 31 |
|---|---|
| 2020 2019 $ 299 $ 230 0.652%-0.937% 0.758%-0.988% |
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 ** |
|---|---|---|---|
| 2020 $ 473,609 1,736 1,393 $ 476,738 $ 2,155 |
2019 $ 521,270 1,380 976 $ 523,626 $ 3,589 |
e. Employee benefits expense
Post-employment benefits (Note 21) 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 Post-employment benefits (Note 21) 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, 2020 | For the Year Ended December 31, 2020 | ||
|---|---|---|---|---|
| Operating Costs Operating Expenses Non-operating Expenses $ 10,141 $ 4,130 $ - (11,503) (7,932) - 418,703 157,146 8,024 - 167,478 - 31,319 11,662 - 10,476 4,079 - $ 459,136 $ 336,563 $ 8,024 For the Year Ended December 31, 2019 |
Total $ 14,271 (19,435) 583,873 167,478 42,981 14,555 $ 803,723 |
|||
| 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 |
-
52 -
-
1) For the years of 2020 and 2019, the Corporation had average 496 and 495 employees, respectively, which included 11 and 12 non-employee directors for both years.
-
2) The Corporation’s average labor cost were $1,312 thousand and $1,429 thousand, respectively, for the years ended 2020 and 2019. Average salary and bonus were $1,204 thousand and $1,313 thousand, respectively, for the years ended 2020 and 2019. The Corporation’s average salary and bonus increased by (8.3%) year over year.
-
3) The Corporation did not have supervisors for the years ended December 31, 2020 and 2019.
-
4) The Corporation’s compensation policies of directors, managers and employees are as follows:
Directors
-
a) Executive directors may be paid according to the Articles, 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, which is similar to senior managers.
-
b) Attendance fee paid to independent directors serving as members of the remuneration committee and audit committee is in the same standards of affiliated companies. Additional fee is paid to independent directors serving as convener of the remuneration committee and audit committee.
-
c) The Articles stipulates that the remuneration for directors shall not be 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 Corporation's operating performance and passed the distribution ratio amount:
-
i. 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.
-
ii. For a director who is a natural person, his contribution and professional field to the board of directors, remuneration committee and audit committee would be the reference standard of payment.
-
d) Performance evaluation and remuneration are reviewed by the remuneration committee and the board of directors at any time depending on actual operating conditions, industrial operating risks, trends, and laws.
Managers and employees
-
a) Based on the Corporation's remuneration policy, bonus and compensation are distributed mainly in consideration of the Corporation's overall operating performance and financial status as well as employees’ (including managers’) individual annual performance in order to plan a fair and reasonable remuneration system and incentive variable rewards. The Corporation also participates in salary surveys organized by professional consulting companies every year to review employee salaries in a timely manner and to grasp the market salary dynamics, and make appropriate salary adjustments or promotions based on individual performance results to actively retain outstanding talents.
-
53 -
-
b) The remuneration of managers comprises fixed salary, performance bonus and employees’ compensation. The Articles stipulates that if a profit is made in the year, 0.1% to 4% shall be set aside for employees’ compensation. The actual ratio and amount of the profit distributable as employees’ compensation shall also be determined by the remuneration committee and the board of directors, and a report of such distribution shall be submitted to the shareholders' meeting. The performance evaluation of managers will affect their employee compensation.
-
f. Employees’ compensation and remuneration of directors
According to the Articles, the Corporation accrued employees’ compensation and remuneration of directors at the rates between 0.1% 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, 2020 and 2019 which have been approved by the Corporation’s board of directors on March 25, 2021 and March 25, 2020, respectively, were as follows:
| Employees’ compensation Remuneration of directors |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2020 Cash Share $ 189,834 $ - 166,104 - |
2019 | |
| Cash Share $ 261,064 $ - 230,296 - |
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.
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, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
25. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Major components of tax expense (income) recognized in profit or loss:
Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 327,289 264,949 (1,599) 590,639 162,405 $ 753,044 |
2019 $ 308,961 - 25,138 334,099 362,328 $ 696,427 |
- 54 -
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 temporary differences Tax on changes in fair value of investment properties Unrecognized loss carryforwards 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 |
|---|---|---|---|
| 2020 $ 15,463,530 $ 3,092,706 28,735 (1,378,513) (1,205,813) 70,441 264,949 (1,599) (117,862) $ 753,044 |
2019 $ 18,156,100 $ 3,631,220 20,062 (1,477,601) (1,274,745) (16,328) - 25,138 (211,319) $ 696,427 |
In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Corporation only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.
b. Income tax recognized in other comprehensive income
| c. | Deferred tax In respect of the current year: Remeasurement on defined benefit plans Current tax assets and liabilities Current tax liabilities Income tax payable |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2020 2019 $ 10,724 $ (116,811) December 31 |
||||
| 2020 $ 326,235 |
2019 $ 298,368 |
- 55 -
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, 2020
| 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 Allowance for impairment loss |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income $ 12,748 $ 73,563 $ - 1,167 3,003 - 2,548 1,308 - $ 16,463 $ 77,874 $ - $ 3,581,956 $ 70,441 $ - 3,427,438 - - 1,990,344 154,671 - 464,209 7,508 (10,724) 39,682 6,584 - - 1,075 - $ 9,503,629 $ 240,279 $ (10,724) |
Closing Balance $ 86,311 4,170 3,856 |
|---|---|---|
$ 94,337 |
||
$ 3,652,397 3,427,438 2,145,015 460,993 46,266 1,075 |
||
$ 9,733,184 |
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 |
-
56 -
-
e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized:
As of December 31, 2020 and 2019, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $6,841,286 thousand and $5,750,255 thousand, respectively.
- f. The income tax returns through 2018, have been assessed by the tax authorities.
26. EARNINGS PER SHARE
Basic earnings per share Diluted earnings per share |
For | Unit: NT$ Per Share the Year Ended December 31 |
Unit: NT$ Per Share the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 4.70 $ 4.41 |
2019 $ 5.56 $ 5.25 |
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
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 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 $ 14,710,486 (88,804) $ 14,621,682 |
2019 $ 17,459,673 (55,373) $ 17,404,300 |
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Convertible bonds Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 3,129,384 5,931 178,408 3,313,723 |
2019 3,138,664 6,888 166,769 3,312,321 |
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.
- 57 -
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.
27. ACQUISITION OR DISPOSAL OF SUBSIDIARIES - WITHOUT LOSS OF CONTROL
From April to December 2020, the Corporation acquired non-controlling interests in subsidiaries and, thus, increased its continuing interest in these subsidiaries; refer to Note 12.
In September 2020, the Corporation acquired 227,284 thousand ordinary shares of subsidiary CHP in the amount of $5,369,000 thousand from J-POWER INVESTMENT NETHERLANDS B.V. under a share purchase agreement. The transaction has been completed in November 2020 and, thus, increased the Corporation’s interest in CHP to 99.69%.
The above transactions were accounted for as equity transactions, since it did not have effect on the Corporation’s control over these subsidiaries; refer to Note 32 to the consolidated financial statements for the year ended December 31, 2020.
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.
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, 2020
| Carrying Amount Financial liabilities Financial liabilities measured at amortized cost Bonds payable (included current portion) $ 48,170,305 |
FairValue |
|---|---|
| Level 1 Level 2 Level 3 Total $ 49,777,749 $ - $ - $ 49,777,749 |
- 58 -
December 31, 2019
| b. | 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 $ - $ - Fair values of financial instruments measured at fair value on a recurring basis 1) Fair value hierarchy December 31, 2020 Level 1 Level 2 Level 3 Financial assets at FVTPL Overseas listed stocks $ 1,571,594 $ - $ - Beneficiary certificates 273,100 - - Bond options - - 94,743 $ 1,844,694 $ - $ 94,743 Financial assets at FVTOCI Investments in equity instruments at FVTOCI Domestic listed stocks $ 7,076,319 $ - $ - Domestic unlisted stocks - - 591,992 Overseas unlisted shares - - 282,230 $ 7,076,319 $ - $ 874,222 Financial liabilities at FVTPL Cross-currency swap contracts $ - $ - $ 425,693 |
Fair Value | |
|---|---|---|---|
| Total $ 24,156,832 Total $ 1,571,594 273,000 94,743 $ 1,939,437 $ 7,076,319 591,992 282,230 $ 7,950,541 $ 425,693 |
- 59 -
December 31, 2019
| 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 Overseas unlisted shares Bond options Cross-currency swap contracts |
Level 1 $ 1,485,828 204,700 $ 1,690,528 $ 7,751,553 - - $ 7,751,553 $ - - $ - |
Level 2 $ - - $ - $ - - - $ - $ - - $ - |
Level 3 $ - - $ - $ - 586,459 488,258 $ 1,074,717 $ 81,724 30,346 $ 112,070 |
Total $ 1,485,828 204,700 |
|---|---|---|---|---|
$ 1,690,528 |
||||
$ 7,751,553 586,459 488,258 |
||||
$ 8,826,270 |
||||
$ 81,724 30,346 |
||||
$ 112,070 |
There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
| Balance at January 1, 2020 Recognized in profit or loss Net gain (loss) on financial liabilities at FVTPL Recognized in other comprehensive income Unrealized loss on financial assets at FVTOCI Balance at December 31, 2020 |
Financial Assets at FVTPL Derivatives Financial Assets Financial Liabilities $ - $(112,070) 94,743 (313,623) - - $ 94,743 $ (425,693) |
Financial Assets at FVTOCI Equity Instruments $1,074,717 - (200,495) $ 874,222 |
Total $ 962,647 (218,880) (200,495) $ 543,272 |
|
|---|---|---|---|---|
| Financial Assets $ - 94,743 - $ 94,743 |
- 60 -
| 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 |
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 |
|---|---|
-
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 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 2020 2019 $ 1,939,437 $ 1,690,528 6,403,386 5,355,731 7,950,541 8,826,270 425,693 112,070 56,202,576 46,514,261 |
|---|---|
-
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 at amortized cost, which comprise short-term bills payable, trade and other payables, bonds issued and long-term loans.
-
61 -
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.
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.
| Increase (decrease) in pre-tax profit |
RMB Impact For the Year Ended December 31 2020 2019 $ 86,023 $ 41,450 |
USD Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2020 2019 $ 432,922 $ 507,924 |
- 62 -
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 Sensitivity analysis |
December 31 |
|---|---|
| 2020 2019 $ 3,354,478 $ 3,474,879 50,511,475 33,235,940 1,833,251 743,930 3,950,000 11,795,000 |
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.
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, 2020 and 2019 would have decreased/increased by $658 thousand and $977 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, 2020 and 2019 would have increased/decreased by $18,447 thousand and $16,905 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, 2020 and 2019 would have increased/decreased by $70,763 thousand and $77,516 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through other comprehensive income.
- 63 -
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.
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, 2020
| On Demand or | On Demand or | On Demand or | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | 3 | Months to | |||||||||||
| 1 | Month | 1-3 | Months | 1 Year | 1-5 Years | 5+ Years | |||||||
| Non-derivative financial liabilities | |||||||||||||
| Non-interest bearing | $ | 990,062 | $ | 267,807 | $ | 617,083 | $ | 5,579 |
$ | 2,018 | |||
| Lease liabilities | 6,508 | 13,017 | 58,576 | 54,284 | 12,802 | ||||||||
| Variable interest rate liabilities | - | - | - | 3,950,000 | - | ||||||||
| Fixed interest rate liabilities | 2,199,722 |
- |
9,370,305 |
28,600,000 |
10,200,000 | ||||||||
| $ | 3,196,292 |
$ | 280,824 |
$ | 10,045,964 |
$ | 32,609,863 |
$ | 10,214,820 | ||||
| Additional information about | the maturity | analysis for lease liabilities | |||||||||||
| Less than | 1 | ||||||||||||
| Year | 1-5 Years | 5-10 Years | 10-15 Years | 15-20 Years | 20+ Years | ||||||||
| Lease liabilities |
$ | 78,101 | $ 54,284 |
$ 5,819 | $ 5,819 | $ 1,164 | $ | - |
- 64 -
December 31, 2019
| On | On | Demand or | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | 3 | Months to | |||||||||||
| 1 Month | 1-3 Months | 1 Year | 1-5 Years | 5+ Years | |||||||||
| Non-derivative financial liabilities | |||||||||||||
| Non-interest bearing | $ | 492,858 | $ | 534,475 | $ | 551,707 | $ | 101,508 |
$ | - | |||
| Lease liabilities | 3,427 | 6,854 | 30,844 | 32,865 | 13,966 | ||||||||
| Variable interest rate liabilities | - | - | - | 11,795,000 | - | ||||||||
| Fixed interest rate liabilities | - |
10,757,906 |
3,000,000 |
19,280,807 |
- | ||||||||
| $ | 496,285 |
$ | 11,299,235 |
$ | 3,582,551 |
$ | 31,210,180 |
$ | 13,966 | ||||
| Additional information about | the maturity | analysis for lease liabilities | |||||||||||
| Less than | 1 | ||||||||||||
| Year | 1-5 Years | 5-10 Years | 10-15 Years | 15-20 Years | 20+ Years | ||||||||
| Lease liabilities |
$ | 41,125 | $ 32,865 |
$ 5,819 | $ 5,819 | $ 2,328 | $ | - |
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, 2020
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Cross-currency swap contracts $ - $ (42,155) $ (86,183) 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 $ - 1-5 Years $ (135,109) |
5+ Years $ - |
|---|---|---|
| 5+ Years $ - |
-
e. Transfers of financial assets. None.
-
65 -
-
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 EISF OSC FEDSDL YDC Pao-Good Industry Co., Ltd. (PGIC) Shih Hsin Storage & Transportation Co., Ltd. (SHSTC) Far EasTone Telecommunications Co., Ltd. Far Eastern Department Store Ltd. Chu Feng Power Corporation, Preparatory Office Oriental Union Chemical Corp. Far Eastern Memorial Foundation Far Eastern Medical Foundation New Century InfoComm Tech Co., Ltd. CHC Resources Corporation Far Eastern Resources Development Co. Far Eastern General Construction Inc. Far Eastern International Leasing Corporation |
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 Associate Associate Other Other Other Other Other Other Other Other Other Other Other (Continued) |
- 66 -
Related Party Category
Related Party Name
| 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 International Bank (FEIB) | Other |
| Far Eastern New Century (China) Corporation | Other |
| Yuan Ze University | Other |
| Chubei New Century Shopping Mall Co., Ltd. | Other |
| Oriental Institute of Technology | Other |
| YDT Technology International Co., Ltd. | Other |
| Far Eastern Ai Mai Co., Ltd. | Other |
| Far Eastern Technical Consultants Co., Ltd. | |
| Y.F. Chang | Related party in substance |
| Z.P. Chang | Related party in substance |
| Peter Hsu | Related party in substance |
| Tsai Hsiung Chang | Related party in substance |
| Kun Yen Lee | Related party in substance |
| Alice Hsu | Related party in substance |
| Lin Seng Chang | Related party in substance |
| Cheng Chen Fong | Related party in substance |
| Chen Kun Chang | Related party in substance |
| Raymond Hsu | Related party in substance |
| Fang Lu Hsing | Related party in substance |
| Johnny Shih | Related party in substance |
| Douglas Tong Hsu | Related party in substance |
| Nancy Hsu | Related party in substance |
| Richard Yang | Related party in substance |
| Frederica Yang | Related party in substance |
| (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 revenues Subsidiaries Associates Others Operating cost Subsidiaries Associates Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 2,526,833 253,236 161,441 $ 2,941,510 $ 480,048 606,277 236,747 $ 1,323,072 |
2019 $ 2,519,628 250,841 130,451 $ 2,900,920 $ 501,149 612,257 237,420 $ 1,350,826 |
- 67 -
Receivables from related parties (including notes receivable, trade receivables and other receivables):
| Subsidiaries YTRMC Others Associates Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 372,929 147,306 520,235 11,851 59,112 $ 591,198 |
2019 $ 348,763 93,564 442,327 12,012 9,485 $ 463,824 |
Accounts payable and accrued expenses to related parties:
| Subsidiaries Associates Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 61,999 98,059 5,345 $ 165,403 |
2019 $ 82,820 113,621 5,363 $ 201,804 |
The outstanding trade payables and receivables from related parties are unsecured. For the years ended December 31, 2020 and 2019, no impairment losses were recognized for trade receivables from related parties.
Prepayments:
| Associates c. Transactions with FEIB Bank deposits (Note) Cross-currency swap contracts |
December 31 | December 31 | |
|---|---|---|---|
| 2020 2019 $ 15,000 $ 15,000 December 31 |
|||
| 2020 $ 1,555,527 $ (26,854) |
2019 $ 930,024 $ (1,415) |
As of December 31, 2020 and 2019, 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).
-
68 -
-
d. Compensation of key management personnel
The amounts of the compensation of directors and other key management personnel for the years ended December 31, 2020 and 2019 were as follows:
Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 232,734 864 $ 233,598 |
2019 $ 291,657 864 $ 292,521 |
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 Acquisitions of property, plant and equipment Others |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2020 2019 $ 44,943 $ 44,924 4,957 5,597 $ 49,900 $ 50,521 **For the Year Ended December 31 ** |
|||
| 2020 $ 877 |
2019 $ - |
-
2) Acquisitions of property, plant and equipment
-
3) Due to changes in circumstances, the Corporation’s donations to Yuan Ze University in 2010 and 2013 were not able to be proceeded and, thus, were returned and recognized in other income of $61,304 thousand and interest income of $3,248 thousand, respectively. Consequently, the Corporation proposed to transfer donation amounting to $64,552 thousand to Far Eastern Memorial Foundation to support its ”International Conference Center Project” and recognized the donation in miscellaneous expenses.
-
4) From April to December 2020, the Corporation acquired further interests in associate YYI and non-controlling interests in subsidiaries, including CHP, YTRMC, DCI, FMT, NHC, AEE, YLT and YLPPC, from related party in substance with a total amount of $21,415 thousand; refer to Note 12.
-
69 -
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 the equity method Financial assets at fair value through other comprehensive income - current Property, plant and equipment, net |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2020 $ 13,857,984 6,948,790 - 848,022 $ 21,654,796 |
2019 $ 13,855,572 11,287,882 1,045,450 857,003 $ 27,045,907 |
32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
As of December 31, 2020, the Corporation had the following significant commitments and contingencies:
-
a. Unused letters of credit of US$1,065 thousand and RMB1,186 thousand.
-
b. Guarantee notes issued for related parties:
| The Corporation AIC DCI NHC YTRMC YLPPC AEE YSRMC FSMS |
$ 13,605,800 12,110,750 1,174,300 1,000,000 497,642 300,000 150,000 30,000 $ 28,868,492 |
|---|---|
-
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 the alleged dishonest breaches of fiduciary duty or alleged conspiracy to cause damages to 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. As of the auditors’ report date, the trial was set to take place, starting from April to June 2021. The Corporation considered that it is premature to evaluate at this stage the possible 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
-
70 -
the petition for technical reasons, the Corporation amended the applications accordingly. As of the auditors’ report date, no further decision has been rendered yet.
- e. On August 30, 2018, Tianrui (International) Holding Company Limited (“Tianrui”) presented a petition to the Grand Court of the Cayman Islands (the “Grand Court”) seeking to wind up CSCGL, and Tianrui further filed an application for the appointment of joint provisional liquidators (“JPLs”) over CSCGL, which was accepted by the Grand Court on September 4, 2018. On August 12, 2019, CSCGL had made applications to the Grand Court for the above-mentioned winding-up petition to be struck out and/or stayed. However, the Grand Court dismissed CSCGL’s applications according to the announcement dated April 7, 2020 at the news website of the Hong Kong Exchanges and Clearing Limited. Pursuant to the Grand Court’s decision, the winding up petition filed by Tianrui is considered a dispute between CSCGL’s shareholders and thus needs to be amended. The amendments shall include but not limited to adding the Corporation as defendants. Later, Tianrui filed an application with the Grand Court to amend its winding-up petition and the Corporation was added as defendants in the petition. By an order of the Grand Court announced on January 27, 2021, the Grand Court granted Tianrui’s amendments to the winding-up petition against CSCGL and added the Corporation as defendants. On March 19, 2021, the Corporation received the legal documents from Tianrui and has appointed legal counsel in relation to the petition. Since no further verdict has been rendered yet, the Corporation considered that it is premature to evaluate at this stage the possible 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. OTHER ITEMS
Due to the impact of the COVID-19 pandemic, the Corporation considered the economic implications of the epidemic when making its critical accounting estimates based on the information available as of the balance sheet date; refer to Note 5. With this, the Corporation assessed that there are no doubts in the aspects of the Corporation’s ability to continue as a going concern, risk of asset impairment and financing activities as of the date the parent company only financial statements were authorized for issue. The Corporation will stay alert to the development and situation of the COVID-19 and will 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, 2020
| Foreign | New Taiwan | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Dollars | ||
| Financial assets | ||||
| Monetary items | ||||
| RMB | $ | 394,860 |
4.35715 |
$ 1,720,464 |
| USD | 89,553 | 28.43 | 2,545,992 | |
| Non-monetary items | ||||
| HKD | 508,873 | 3.643 | 1,853,824 | |
| USD | 3,333 | 28.43 | 94,757 | |
| Financial liabilities | ||||
| Non-monetary items | ||||
| USD | 14,973 | 28.43 | 425,682 |
- 71 -
December 31, 2019
| Foreign | New Taiwan | 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 |
For the years ended December 31, 2020 and 2019, the total amounts of realized and unrealized net foreign exchange losses were $137,178 thousand and $69,940 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 entities.
35. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
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)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
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 6)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
9) Information on investees (Table 8)
-
10) Trading in derivative instruments (Note 7)
-
72 -
-
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 9)
-
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 9):
-
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. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 10)
-
73 -
TABLE 1
ASIA CEMENT CORPORATION
FINANCING PROVIDED TO OTHERS YEAR ENDED DECEMBER 31, 2020 (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 | OIHPL | ACCHC | Other receivables | Y | $ 192,543 | $ 191,715 | $ 191,715 | 3.61% | Necessary for short-term financing | $ - | Operating capital | $ - | - | $ - | 20% of net worth $10,948,707 |
50% of net worth $27,371,769 |
| 2 | OHC | SIYDCCL SLCL ACCHC |
Other receivables Other receivables Other receivables |
Y Y Y |
875,193 1,531,588 1,311,603 |
871,431 1,089,288 1,307,146 |
- - - |
- - - |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
20% of net worth $2,780,745 Same as above Same as above |
50% of net worth $6,951,862 Same as above Same as above |
| 3 | JYDC | YYDCCL TZOCCL SIYDCCL SLCL SHYLCP ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y |
612,635 612,635 218,798 875,193 393,837 3,063,176 |
435,715 522,858 - - 392,144 2,614,292 |
- 130,715 - - 130,715 2,614,292 |
- 3.85% - - 3.85% 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - |
- - - - - - |
- - - - - - |
20% of net worth $5,269,275 Same as above Same as above Same as above Same as above Same as above |
50% of net worth $13,173,187 Same as above Same as above Same as above Same as above Same as above |
| 4 | NYDC | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
87,519 131,279 |
- - |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth $151,808 Same as above |
50% of net worth $379,521 Same as above |
| 5 | HYDCCL | WYXC HXMC WYCPCL SLCL SYCPCL ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y |
87,519 107,211 87,519 437,597 87,519 1,750,386 |
87,143 43,572 87,143 - 87,143 1,307,146 |
- - - - 87,143 1,307,146 |
- - - - 3.85% 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - |
- - - - - - |
- - - - - - |
20% of net worth $2,093,664 Same as above Same as above Same as above Same as above Same as above |
50% of net worth $5,234,160 Same as above Same as above Same as above Same as above Same as above |
| 6 | WYDC | WYXC WYCPCL SYCPCL SLCL ACCHC |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y |
306,318 109,399 175,039 393,837 437,201 |
108,929 108,929 174,286 - 435,715 |
- - 174,286 - 435,715 |
- - 3.85% - 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - |
- - - - - |
- - - - - |
20% of net worth $549,427 Same as above Same as above Same as above Same as above |
50% of net worth $1,373,567 Same as above Same as above Same as above Same as above |
| 7 | CYCPCL | SIYDCCL SLCL |
Other receivables Other receivables |
Y Y |
52,512 52,512 |
- - |
- - |
- - |
Necessary for short-term financing Necessary for short-term financing |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
20% of net worth $64,899 Same as above |
50% of net worth $162,249 Same as above |
| 8 | HGYDC | SIYDCCL SLCL ACCHC |
Other receivables Other receivables Other receivables |
Y Y Y |
153,159 306,318 874,402 |
- - 871,431 |
- - 871,431 |
- - 2.77% |
Necessary for short-term financing Necessary for short-term financing Necessary for short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
20% of net worth $1,124,609 Same as above Same as above |
50% of net worth $2,811,522 Same as above Same as above |
| 9 | SLCL | SLCCL | Other receivables | Y | 175,039 | 174,286 |
143,786 |
3.85% | Necessary for short-term financing | - | Operating capital | - |
- | - | 20% of net worth $1,668,262 |
50% of net worth $4,170,655 |
| 10 | SIYDCCL | SYCPCL | Other receivables | Y | 131,160 | 130,715 |
- |
- | Necessary for short-term financing | - | Operating capital | - |
- | - | 20% of net worth $4,796,562 |
50% of net worth $11,991,406 |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2020.
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, 2020.
Note 4: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2020.
- 74 -
TABLE 2
ASIA CEMENT CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED YEAR ENDED DECEMBER 31, 2020 (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 ($73,884,280) Same as above Same as above Same as above Same as above Same as above Same as above Same as above |
$ 13,666,400 12,136,000 30,000 1,512,800 330,200 497,642 150,000 1,000,000 |
$ 13,605,800 12,110,750 30,000 1,174,300 300,000 497,642 150,000 1,000,000 |
$ 9,850,000 8,010,000 30,000 380,000 190,000 156,800 5,000 290,000 |
None None None None None None None None |
9.21 8.20 0.02 0.79 0.20 0.34 0.10 0.68 |
100% of net worth ($147,768,559) 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 ($7,141,035) |
50,000 | 50,000 |
20,000 |
None | 0.35 | 100% of net worth ($14,282,069) |
Y | - | - |
| 2 | AOG | AOC | b | 50% of net worth ($4,120) |
15,100 | - |
- |
None | - | 100% of net worth ($8,240) |
Y | - | - |
| 3 | YLSS | YLSS | - | 50% of net worth ($891,884) |
100,000 | 100,000 |
30,000 |
100,000 | 5.61 | 100% of net worth ($1,783,768) |
- | - | - |
| 4 | YTRMC | AOC YSRMC |
b b |
50% of net worth ($1,255,573) Same as above |
15,100 66,889 |
- 66,889 |
- 66,889 |
None None |
- 2.66 |
100% of net worth ($2,511,145) Same as above |
Y Y |
- - |
- - |
| 5 | FMT | FDT | b | 50% of net worth ($737,233) |
1,000 | - |
- |
None | - | 100% of net worth ($1,474,466) |
Y | - | - |
| 6 | FDT | FMT | d | 50% of net worth ($429,642) |
3,000 | 2,000 |
2,000 |
None | 0.23 | 100% of net worth ($859,283) |
- | Y | - |
Note 1: The net value was calculated based on audited financial statements as of December 31, 2020.
Note 2: The foreign currency amounts are expressed in New Taiwan dollars at exchange rate as of December 31, 2020.
(Continued)
- 75 -
(Concluded)
-
Note 3: The relationship between guarantor and guarantee are as follows:
-
a. A company with which the Corporation engages business.
-
b. A company in which the Corporation directly and indirectly holds more than 50% of the voting shares.
-
c. A company that directly and indirectly holds more than 50% of the voting shares in the Corporation.
-
d. A company in which the Corporation directly and indirectly holds more than 90% of the voting shares.
-
e. The Corporation fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
f. All capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.
-
g. Companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
76 -
TABLE 3
ASIA CEMENT CORPORATION
MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (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, 2020 | December 31, 2020 | 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 Yuanta/P-shares Taiwan Dividend Plus ETF Opas Fund Segregated Portfolio Tranche A Chang An Fund 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. Tong Yang Industry Co., Ltd E Ink Holdings corporation Hiwin Technologies Corporation Eclat Textile Co., Ltd. Merry Electronics Co., Ltd Chunghwa Picture Tubes, Ltd. BizLink Holding Inc. |
- - The same chairman The same chairman The same chairman The Corporation is its director The chairman of the Corporation is its vice-chairman - - The Corporation is its director - - 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 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 |
10,000,000 11,443,000 31,034,372 80,052,950 63,766,522 22,801,185 81,047,743 15,873,243 8,683,279 555,638 598,121 250,003 1,551,395 5 49,928 400,000 1,000,811 160,000 6,899,000 7,200 145,000 2,000,000 210,000 1,800,000 6,191,654 3,037,854 2,204,000 3,300,000 432,898 418,000 1,071,000 275,223 500,000 |
$ 273,100 1,571,594 1,899,304 1,921,271 1,294,461 1,081,916 879,368 74,221 477,667 5,340 19,320 3,902 11,542 - 282,230 48,900 10,747 36,582 206,625 276,809 4,127,503 43,485 33,814 45,443 267,479 60,757 85,956 151,140 166,449 176,605 156,902 - 121,750 |
- 0.63 0.95 5.65 7.20 9.17 2.35 5.70 1.16 0.53 0.20 0.38 1.36 0.50 4.99 - - 0.06 - - - - - 0.02 0.10 0.89 0.37 0.29 0.14 0.15 0.51 - 0.38 |
$ 273,100 1,571,594 1,899,304 1,921,271 1,294,461 1,081,916 879,368 74,221 477,667 5,340 19,320 3,902 11,542 - 282,230 48,900 10,747 36,582 206,625 276,809 4,127,503 43,485 33,814 45,443 267,479 60,757 85,956 151,140 166,449 176,605 156,902 - 121,750 |
(Continued)
- 77 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| DCI NHC YTRMC FMT FDT AEE |
TCI Co., Ltd. Lite-On Technology Corporation Micro-Star International Co., Ltd. Synnex Technology International Corporation Radiant Opto-Electronics Corporation Chicony Electronics Co., Ltd. Casetek Holdings Limited China Life Insurance Company Limited, H share Far Eastern International Bank Oriental Union Chemical Corp. Far EasTone Mega Financial Holding Co., Ltd. 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. |
- - - - - - - - The Corporation is its director Same chairman with the major shareholder Same chairman with the major shareholder - - - The Corporation is its director The same chairman The same chairman The Corporation is its director - The Corporation is its director 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 chairman by the ultimate parent company 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 chairman by the ultimate parent company Same chairman with the ultimate parent company The Corporation is its director Same chairman with the major shareholder The Corporation is its director |
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 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 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 |
400,000 1,519,000 1,050,000 1,650,000 840,000 1,130,000 595,000 457,000 38,729,718 41,246 215,000 9,958,000 1,700,000 4,814,000 100,119,299 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 5,256,454 304,157 935,029 3,254,125 1,336,064 120,000 420,867 |
$ 80,000 75,646 139,125 77,550 95,760 97,406 51,944 28,469 420,217 837 13,158 296,748 201,450 206,521 1,086,294 327,143 213,288 228,353 - 2,052 602,813 3,060 14,076 130,800 45,813 28,457 41,691 3,300 22,441 66,059 8,376 7,344 900 |
0.34 0.06 - 0.10 0.18 0.15 0.14 - 1.12 - 0.01 0.07 0.32 0.26 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 |
$ 80,000 75,646 139,125 77,550 95,760 97,406 51,944 28,469 420,217 837 13,158 296,748 201,450 206,521 1,086,294 327,143 213,288 228,353 - 2,052 602,813 3,060 14,076 130,800 45,813 28,457 41,691 3,300 22,441 66,059 8,376 7,344 900 |
Note 3 |
(Continued)
- 78 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| YLPPC AIC Asia Cement Pioneer Investment Ltd. FSMS |
Ordinary shares Far EasTone Yamay International Development Corp. Beneficiary certificates Grand Power Fund ChinaAMC CSI 300 Index ETF Yuanta/P-shares Taiwan Dividend Plus ETF Ordinary shares Hsing Ta Cement Co., Ltd Foxconn Technology Co., Ltd Hiwin Technologies Corporation Eclat Textile Co., Ltd. Merry Electronics Co., Ltd E Ink Holdings corporation Hon Hai Precision Industry Co., Ltd. China Construction Bank Corporation, A share China Life Insurance Company Limited, H share China Mobile Communications Corporation BizLink Holding Inc. TCI Co., Ltd. Lite-On Technology Corporation Micro-Star International Co., Ltd. Synnex Technology International Corporation Radiant Opto-Electronics Corporation Chicony Electronics Co., Ltd. Far EasTone Casetek Holdings Limited Nan Ya Plastics Corporation Inventec Corporation Tripod Technology Corporation WPG Holdings Limited China Life Insurance Company Limited, H share China Life Insurance Company Limited, A share Far Eastern International Bank Oriental Union Chemical Corp. Far Eastern Department Store Ltd. Ding Shen Investment Co., Ltd. Hsin Nan Construction Co., Ltd. Ordinary shares Cementon Micronesia L.L.C. Ordinary shares Stone Industry Resource System Corp |
The director of the Corporation is its chairman - - - - - - - - - - - - - - - - - - - - - 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 - - - |
Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - noncurrent Financial assets at fair value through profit or loss - current Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above Same as above 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 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 |
105,000 15 122,000 380,000 6,906,000 7,348,650 2,043,000 433,145 418,000 1,071,000 3,300,000 1,720,000 2,500,000 1,350,000 448,000 514,000 400,000 1,520,000 1,050,000 1,650,000 840,000 1,130,000 1,426,303 560,000 3,286,000 2,882,000 1,700,000 4,821,000 986,000 360,000 138,865,723 1,552,156 11,361,972 40,328,640 2,696 100 10,000 |
$ 6,426 - 3,471,374 86,881 206,835 146,973 109,096 166,544 176,605 156,902 151,140 158,240 68,407 84,099 72,137 125,159 80,000 75,696 139,125 77,550 95,760 97,406 87,290 48,888 236,263 69,168 201,450 206,821 61,423 60,218 1,506,693 31,509 272,687 443,212 - 110,877 70 |
- - - 0.14 - 2.15 0.14 0.14 0.15 0.51 0.29 0.01 - - - 0.39 0.34 0.06 - 0.10 0.18 0.15 0.04 0.13 0.04 0.08 0.32 0.26 - - 4.03 0.18 0.80 18.00 - 10.00 0.15 |
$ 6,426 - 3,471,374 86,881 206,835 146,973 109,096 166,544 176,605 156,902 151,140 158,240 68,407 84,099 72,137 125,159 80,000 75,696 139,125 77,550 95,760 97,406 87,290 48,888 236,263 69,168 201,450 206,821 61,423 60,218 1,506,693 31,509 272,687 443,212 - 110,877 70 |
Note 4 |
(Continued)
- 79 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | December 31, 2020 | December 31, 2020 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares or Units | Carrying Amount | Percentage of Ownership (%) |
Fair Value | |||||
| YLT YLSS KCC KCCL ACSPL OCPL ACCHC |
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 Beneficiary certificates United Emerging Markets Bond Funds United Growth Fund Opas Fund Segregated Portfolio Tranche B Ordinary shares DBS Group Guocoland Ltd. Hong Leong Asia INTRACO Engro Corp Ltd. Ordinary shares Hiap Hoe Ltd. Note Receivables Wynn Fortune Global Limited East Patron Limited Marble Arch Industrial Limited Prime Harbour Holdings Limited Sino Horizon International Limited |
- 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 - - Related party in substance - - - - - - - - - - - |
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 Financial assets at fair value through profit or loss - current Same as above Same as above Financial assets at fair value through profit or loss - current Same as above Same as above Same as above Same as above Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current Same as above Same as above Same as above Same as above |
350,000 3,103,945 71,099 130,000 300,000 97,741 1,606 3,232,758 745,068 6,660 33,976 26,666 20,000 46,875 2,000 44,260 790 700 700 790 700 |
$ 42,788 33,678 4,351 7,956 21,563 18,769 91,337 85,857 50,261 255,639 18,266 876 328 272 42 608 2,245,967 1,990,098 1,990,098 2,245,967 1,990,098 |
- 0.09 - - - - - - - - - - - - - - - - - - - |
$ 42,788 33,678 4,351 7,956 21,563 18,769 91,337 85,857 50,261 255,639 18,266 876 328 272 42 608 2,245,967 1,990,098 1,990,098 2,245,967 1,990,098 |
Note 5 Note 5 Note 5 Note 5 Note 5 |
Note 1: 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 2: 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 3: 5,000 thousand shares ($120,000 thousand) of the securities are pledged as collaterals for bank loans of DCI.
Note 4: 3,500 thousand shares ($84,000 thousand) of the securities are pledged as collaterals for bank loans of AIC.
Note 5: The price per subscription unit is US$100,000.
(Concluded)
- 80 -
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 FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Type and Name of Marketable Securities |
Financial Statement Account | Counterparty | Relationship | Beginning Balance | Beginning Balance | **Acquisition ** | **Acquisition ** | **Disposal ** | **Disposal ** | **Ending ** | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Amount | Shares/Units | Amount | Shares/Units | Amount | Carrying Value | Gain (Loss) on **Disposal ** |
Shares/Units | Amount | |||||
| DCI AIC The Corporation ACCHC |
Beneficiary certificates Chang An Fund Beneficiary certificates Grand Power Fund Subsidiaries CHP Note receivables EastPatron Limited Marble Arch Industrial Limited Prime Harbour Holdings Limited Sino Horizon International Limited Wynn Fortune Global Limited |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Investments accounted for using the equity method Financial assets at amortized cost - current |
- Powership Capital Management Limited - AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited AMC Wanhai Securities Limited |
- - (Note 2) - - - - - |
- - 280,093,521 - - - - - |
$ - - 6,059,603 - - - - - |
145,000 122,000 228,441,964 700 (Note 4) 700 (Note 4) 790 (Note 4) 700 (Note 4) 790 (Note 4) |
$ 4,268,800 3,544,100 5,382,073 1,990,098 1,990,098 2,245,967 1,990,098 2,245,967 |
- - - - - - - - |
$ - - - - - - - - |
$ - - - - - - - - |
$ - - - - - - - - |
145,000 122,000 568,261,136 (Note 3) 700 (Note 4) 700 (Note 4) 790 (Note 4) 700 (Note 4) 790 (Note 4) |
$ 4,127,503 (Note 1) 3,471,374 (Note 1) 10,353,439 1,990,098 1,990,098 2,245,967 1,990,098 2,245,967 |
Note 1: The amounts included unrealized gains and losses on financial assets and adjustments to investments accounted for using the equity method.
Note 2: The Corporation acquired additional shares in CHP from J-POWER INVESTMENT NETHERLANDS B.V. and related parties in substance in 2020.
Note 3: The appropriation of stock dividends with 59,725,651 shares was approved in CHP’s shareholders’ meetings in 2020.
Note 4: The price per subscription unit is US$100,000.
- 81 -
TABLE 5
ASIA CEMENT CORPORATION
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Property | Event Date | Transaction Amount |
Payment Status | Counterparty | Relationship | **Information on Previous Title Transfer IfCounterparty ** | **Information on Previous Title Transfer IfCounterparty ** | **Information on Previous Title Transfer IfCounterparty ** | **Is A Related Party ** | Pricing Reference | Purpose of Acquisition |
Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Owner | Relationship | Transaction Date | Amount |
||||||||||
| YTRMC | Land and buildings | September 22, 2020 | $ 518,773 (Note) |
According to the contract |
Changyu International Corporation |
- | N/A | N/A | N/A | N/A | Market price and appraisal report |
For operation and production |
None |
Note: The proposed total transaction price of land and buildings acquired by YTRMC was $518,000 thousand in September 2020. Then the total transaction price has been updated to $518,773 thousand based on YTRMC’s actual trading information in November 2020.
- 82 -
TABLE 6
ASIA CEMENT CORPORATION
TOTAL PURCHASE FROM OR SALE TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (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 NHC FMT YSRMC FDT YLT YLPPC 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 The Corporation CHC Resources Corporation FENC Air Liquide Far Eastern Co. OUCC The Corporation Oriental Petrochemical (Taiwan) Co., Ltd. The Corporation CHC Resources Corporation Far Eastern General Construction Inc. TZOCCL WYDC YYDCCL NYDC NYDC RYNM NYLC NYLC WAMTC JYLTC HYDCCL |
A subsidiary of the Corporation A subsidiary of the Corporation A sub-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 Other related party Other related party Parent company Other related party Parent company Other related party An investee accounted for by equity method Other related party Other related party Parent company Other related party Parent company Other related party Other related party The same ultimate parent company The same ultimate parent company The same ultimate parent company A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation A subsidiary of the Corporation An investee accounted for by equity method A subsidiary of the Corporation The same ultimate parent company |
Sales Sales Sales Sales freight expense Freight-in Sales freight expense Purchase Sales Purchase Sales Sales Purchase Purchase Sales Sales Sales Sales Sales Purchase Sales Sales Sales Sales Sales Sales Sales Sales Purchase Sales Sales Purchase Sales freight expense Sales freight expense Sales |
$ (1,865,982) (416,394) (169,574) 522,786 204,433 134,237 222,799 (436,107) 416,394 (449,079) (120,976) 1,865,982 474,562 (222,799) (104,357) (236,749) (147,969) (111,051) 169,574 (150,695) (134,237) (150,087) (138,880) (920,027) (656,266) (2,240,819) (366,140) 1,163,920 (292,589) (166,620) 127,293 144,032 218,348 (159,956) |
(21) (5) (2) 6 2 1 3 (80) 77 (4) (1) 20 5 (51) (24) (22) (14) (10) 23 (20) (47) (53) (57) (5) (3) (12) (2) 10 (2) (1) 1 1 1 (1) |
Purchase 45 days after monthly closing Average 30 days Purchase 45 days after monthly closing Purchase 30 days after monthly closing 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 45 days after monthly closing Purchase 45 days after monthly closing Purchase 30 days after monthly closing Purchase 120 days after monthly closing Purchase 75 days after monthly closing Purchase 45 days after monthly closing Purchase 110 days after monthly closing Average 30 days Purchase 30 days after monthly closing Within 90 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 90 days Within 50 days Within 50 days |
$ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
$ 333,695 82,832 34,112 (69,513) - (22,751) (18,906) 143,604 (82,832) 172,200 19,183 (333,695) (62,188) 18,906 14,309 29,947 70,901 20,171 (34,112) 45,662 22,751 30,897 - 109,686 190,370 234,490 49,970 (207,856) - 38,348 (1,150) (6,899) (37,725) 39,923 |
32 8 3 (3) - (1) (1) 83 (52) 5 1 (21) (5) 40 30 16 38 11 (27) 39 42 57 - 4 8 9 2 (37) - 2 - (1) (7) 2 |
(Continued)
- 83 -
| 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 SIYDCCL HGYDC SLCL JYLTC SYTCL RYNM |
JYDC JYDC JYDC JYDC JYDC JYDC JYDC WAMTC HGYDC HXMC WAMTC JYDC SLCL HYDCCL SIYDCCL SYTCL JYDC SLCL JYDC |
Parent company Parent company Parent company 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 An investee accounted for by equity method An investee accounted for by equity method The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company The same ultimate parent company Parent company |
Sales Purchase Purchase Sales Purchase Purchase Purchase Sales freight expense Purchase Purchase Sales freight expense Purchase Sales Sales Purchase Purchase Sales Sales Purchase |
$ (1,163,920) 366,140 166,620 (127,293) 920,027 656,266 2,240,819 121,791 411,455 106,892 143,529 159,956 (474,642) (411,455) 474,642 177,247 (218,348) (177,247) 292,589 |
(100) 35 23 (14) 94 60 67 3 10 3 2 4 (6) (13) 14 3 (67) (59) 96 |
Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 50 days Within 90 days Within 50 days Within 50 days Within 90 days Within 50 days Within 90 days Within 50 days Within 90 days Within 90 days Within 50 days Within 90 days Within 50 days |
$ - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - |
$ 207,856 (49,970) (38,365) 1,150 (109,686) (190,370) (234,490) (9,137) (51,854) 16,238 - (39,925) 61,547 51,854 (61,547) (27,825) 46,773 27,826 - |
100 (68) (36) - (95) (84) (79) (3) (21) (7) - (16) 2 19 (24) (11) 72 24 - |
(Concluded)
- 84 -
TABLE 7
ASIA CEMENT CORPORATION
RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| The Corporation YTRMC JYDC NYDC ACSPL JYDC HYDCCL HGYDC WYDC ACIHPL WYDC SLCL |
YTRMC Far Eastern General Construction Inc. YYDCCL WYDC TZOCCL JYDC Alliance Concrete Singapore Pte. Ltd. ACCHC TZOCCL SHYLCP ACCHC ACCHC ACCHC ACCHC SYCPCL SLCCL |
A subsidiary of the Corporation Other related party The same ultimate parent company The same ultimate parent company The same ultimate parent company Parent company An investee accounted for by equity method Parent company The same ultimate parent company The same ultimate parent company Parent company Parent company Parent company Parent company The same ultimate parent company A subsidiary of the Corporation |
$ 372,594 172,200 234,490 190,370 109,686 207,856 143,604 2,630,584 131,700 131,184 1,323,539 881,890 441,180 195,767 174,491 143,955 |
5.17 times 2.33 times 12.09 times 3.72 times 7.10 times 5.76 times 3.09 times Note Note Note Note Note Note Note Note Note |
$ - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - |
$ 280,517 70,814 440,382 190,368 115,421 207,858 143,591 - - - - - - - - - |
$ - - - - - - - - - - - - - - - - |
Note: The accounts receivable from financing.
- 85 -
TABLE 8
ASIA CEMENT CORPORATION
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | Balance | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 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 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 Mining excavation, mineral processing and sales Marine transportation Investment Investment Investment |
$ 13,660,637 3,459,787 510,236 2,556,033 8,501,564 2,232,220 911,058 186,958 154,207 1,212,679 1,042,260 2,661,240 70,174 500,000 411,106 309,049 25,012 7,895 31,463 145,061 2,898 4,821,008 289,987 140,138 1,263,385 36,024 112,096 27,619 532,331 553,246 268,817 |
$ 13,660,637 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 |
1,061,209,202 1,272,277,085 331,701,152 649,214,680 568,261,136 178,707,648 155,000,821 10,495,495 136,713,259 260,896,525 170,203,184 200,000,000 29,553,869 53,250,000 26,138,828 34,640,189 5,160,754 8,093,220 3,199,823 16,261,760 90,000 331,878,315 72,989,438 127,471,221 82,812,887 1,127,000 1,294,270 468,486 17,800,000 18,500,000 9,300,000 |
67.73 23.77 39.25 99.99 99.69 35.50 29.92 99.96 18.93 100.00 99.99 100.00 99.95 25.00 99.98 43.60 51.61 99.74 40.40 83.92 100.00 7.62 14.50 33.76 1.55 49.00 99.56 0.06 100.00 100.00 100.00 |
$ 47,586,336 38,290,925 9,022,163 14,281,783 10,353,439 3,149,431 2,453,784 4,725,306 1,942,089 3,973,071 2,511,145 1,940,989 1,473,729 634,350 321,626 377,260 256,364 178,713 83,447 87,306 53,627 6,277,053 1,292,386 4,935,305 2,458,450 446,921 127,575 28,765 576,112 676,834 310,143 |
$ 11,392,945 8,062,669 878,425 1,282,939 1,378,469 47,490 720,363 632,471 97,350 687,540 763,050 (19,124) 232,256 109,694 62,112 22,666 23,281 55,201 19,715 14,709 (1,295) 13,659,930 47,490 1,711,346 8,062,669 45,516 (6,187) 878,425 89,699 104,394 44,604 |
$ 7,716,442 1,066,429 344,813 1,282,849 899,397 8,243 215,534 595,045 18,426 687,540 763,050 (27,411) 234,793 27,424 62,088 9,882 11,951 54,649 7,965 12,336 (1,295) 936,774 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation |
(Continued)
- 86 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 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 Cayman Taiwan Vietnam Indonesia Guam 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 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 |
$ 268,817 484,454 123,120 123,960 872,619 36,771 15,240 1,027 282,957 69,955 201,823 - 236,240 30,894 40,263 160,424 1,891 31,322 50,541 38,931 266,942 20,776 - 8,338 66,816 405,473 77,446 376 1,794,320 529,811 275,817 275,810 304,443 76 |
$ 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 |
9,300,000 16,200,000 4,000 4,000 56,297,000 3,287,550 1,739,978 64,143 9,250,000 6,995,000 (Note) (Note) (Note) 37,959,570 4,415,299 32,137,744 50,000 1,020,000 3,161,500 3,485,997 8,368,000 4,639,637 (Note) (Note) (Note) 15,430,293 7,796,914 45,568 58,550,000 17,800,000 9,300,000 9,110,000 10,215,000 5,887 |
100.00 100.00 25.00 25.00 1.29 31.00 0.03 0.01 0.21 69.95 100.00 - 95.04 99.94 0.08 26.95 0.01 0.02 0.20 0.41 0.19 3.89 - 99.99 4.96 0.29 0.92 0.01 100.00 100.00 100.00 100.00 100.00 - |
$ 355,675 712,480 106,171 127,392 1,064,105 52,544 39,367 575 174,326 105,729 284,112 - (7,831) 858,767 107,315 607,588 1,438 30,432 102,479 20,412 157,710 87,623 - 1,755 (409) 639,928 38,701 850 2,098,331 706,024 287,453 354,929 151,175 76 |
$ 51,651 109,528 (30,715) (5,738) 13,659,930 10,969 8,062,669 878,425 13,659,930 48,750 7,542 (39,121) (56,348) 114,015 8,062,669 104,122 878,425 8,062,669 11,392,945 878,425 13,659,930 104,122 (39,121) - (56,348) 8,062,669 878,425 1,378,469 316,704 107,498 43,682 61,044 25,720 1,282,939 |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation |
| (Continued) |
- 87 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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. Profit Enterprises Int'l Ltd. Asia Oriental Concrete, LLC Perez-Mtec-ACC, L.L.C. |
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 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 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 36 68,552 22,222 226,019 8,529 |
$ 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 36 68,552 22,222 226,019 8,529 |
5,000 5,000 6,000 5,000 9,717 5,000 660,000 6,186 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 2,427,307 6,100,000 (Note) (Note) |
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 71.68 33.33 |
$ 272 80 120 125 199 44 17,206 53 595,290 280,933 141,017 1,538 479 2,034,155 698,193 279,844 351,460 673,617 573,586 304,059 348,355 707,839 157,013 3,429 4,441 (19,748) 40 |
$ 232,256 62,112 55,201 (6,187) 114,015 48,750 19,715 763,050 13,659,930 878,425 13,659,930 35 2 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 13,659,930 25,944 1,143 1,363 (31,470) - |
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable 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 sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation A sub-subsidiary of the Corporation |
(Continued)
- 88 -
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | **Balance ** | as of December 31, 2020 | as of December 31, 2020 | Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | 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 |
$ 364,990 568,600 150,290 25,035,828 |
$ 364,990 568,600 150,290 25,035,828 |
17,000,000 63,790,798 6,000,000 9,379,303 |
100.00 4.07 50.00 100.00 |
$ 254,350 2,859,536 281,236 77,140,314 |
$ 2,545 11,392,945 164,370 11,945,536 |
Not applicable Not applicable Not applicable Not applicable |
A sub-subsidiary of the Corporation A subsidiary of the Corporation A sub-subsidiary of the Corporation |
Note: This is not a company limited by shares.
(Concluded)
- 89 -
TABLE 9
ASIA CEMENT CORPORATION
INVESTMENT IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2020 (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, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$426,450 thousand) US$356,104 (equivalent to NT$10,124,037 thousand) US$36,140 (equivalent to NT$1,027,460 thousand) - US$204,191 (equivalent to NT$5,805,150 thousand) RMB60,000 (equivalent to NT$261,429 thousand) RMB90,000 (equivalent to NT$392,144 thousand) US$368,340 (equivalent to NT$10,471,906 thousand) US$4,100 (equivalent to NT$116,563 thousand) RMB12,500 (equivalent to NT$54,464 thousand) |
(2) (2) (2) - (2) (2) (2) (2) (2) (2) |
US$11,200 (equivalent to NT$318,416 thousand) US$93,035 (equivalent to NT$2,644,985 thousand) RMB(507,125) (equivalent to NT$(2,209,620) thousand) US$22,081 (equivalent to NT$627,763 thousand) RMB(3,533) (equivalent to NT$(15,394) thousand) US$1,270 (equivalent to NT$36,106 thousand) US$54,191 (equivalent to NT$1,540,650 thousand) - - US$67,585 (equivalent to NT$1,921,442 thousand) RMB(140,185) (equivalent to NT$(610,807) thousand) US$2,023 (equivalent to NT$57,514 thousand) - |
$ - - - - - - - - - - |
$ - RMB(257,429) (equivalent to NT$(1,121,657) thousand) - - - - - RMB(126,590) (equivalent to NT$(551,572) thousand) - - |
US$11,200 (equivalent to NT$318,416 thousand) US$93,035 (equivalent to NT$2,644,985 thousand) RMB(764,554) (equivalent to NT$(3,331,276) thousand) US$22,081 (equivalent to NT$627,763 thousand) RMB(3,533) (equivalent to NT$(15,394) thousand) US$1,270 (equivalent to NT$36,106 thousand) US$54,191 (equivalent to NT$1,540,650 thousand) - - US$67,585 (equivalent to NT$1,921,442 thousand) RMB(266,775) (equivalent to NT$(1,162,379) thousand) US$2,023 (equivalent to NT$57,514 thousand) - |
RMB(3,902) (equivalent to NT$(16,725) thousand) RMB1,472,201 (equivalent to NT$6,310,074 thousand) RMB21,403 (equivalent to NT$91,736 thousand) - RMB305,104 (equivalent to NT$1,370,722 thousand) RMB(18,860) (equivalent to NT$(80,837) thousand) RMB17,379 (equivalent to NT$74,489 thousand) RMB930,285 (equivalent to NT$3,987,341 thousand) RMB(7,801) (equivalent to NT$(33,436) thousand) RMB6,211 (equivalent to NT$26,621 thousand) |
72.00 68.40 72.00 - 72.00 68.40 52.20 72.00 72.00 70.12 |
RMB(2,809) (equivalent to NT$(12,040) thousand) RMB1,006,985 (equivalent to NT$4,316,089 thousand) RMB15,410 (equivalent to NT$66,050 thousand) - RMB219,675 (equivalent to NT$941,560 thousand) RMB12,900 (equivalent to NT$55,291 thousand) RMB9,072 (equivalent to NT$38,884 thousand) RMB669,806 (equivalent to NT$2,870,889 thousand) RMB(5,616) (equivalent to NT$(24,071) thousand) RMB4,355 (equivalent to NT$18,666 thousand) |
RMB7,596 (equivalent to NT$33,097 thousand) RMB4,135,942(equivale nt to NT$18,020,920 thousand) RMB453,952 (equivalent to NT$1,977,937 thousand) - RMB2,297,530 (equivalent to NT$10,010,683 thousand) RMB125,889 (equivalent to NT$548,517 thousand) RMB90,936 (equivalent to NT$396,222 thousand) RMB3,963,055 (equivalent to NT$17,267,625 thousand) RMB53,622 (equivalent to NT$233,639 thousand) RMB26,502 (equivalent to NT$115,473 thousand) |
US$800 (equivalent to NT$22,744 thousand) US$50,781 (equivalent to NT$1,443,704 thousand) RMB764,554 (equivalent to NT$3,331,276 thousand) US$4,469 (equivalent to NT$127,054 thousand) RMB3,533 (equivalent to NT$15,394 thousand) - US$809 (equivalent to NT$23,000 thousand) - - US$27,009 (equivalent to NT$767,866 thousand) RMB266,775 (equivalent to NT$1,162,379 thousand) US$77 (equivalent to NT$2,189 thousand) - |
(Continued)
- 90 -
| 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, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$4,400,964 thousand) - US$3,300 (equivalent to NT$93,819 thousand) US$3,500 (equivalent to NT$99,505 thousand) US$35,530 (equivalent to NT$1,010,118 thousand) US$86,170 (equivalent to NT$2,449,813 thousand) RMB13,000 (equivalent to NT$56,643 thousand) RMB60,000 (equivalent to NT$261,429 thousand) RMB90,000 (equivalent to NT$392,144 thousand) RMB30,000 (equivalent to NT$130,715 thousand) RMB10,000 (equivalent to NT$43,572 thousand) RMB35,500 (equivalent to NT$154,679 thousand) US$16,000 (equivalent to NT$454,880 thousand) |
(2) - (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) |
US$44,610 (equivalent to NT$1,268,262 thousand) RMB(123,908) (equivalent to NT$(539,886) thousand) US$980 (equivalent to NT$27,861 thousand) US$2,970 (equivalent to NT$84,437 thousand) US$2,158 (equivalent to NT$61,352 thousand) US$14,833 (equivalent to NT$421,702 thousand) US$13,513 (equivalent to NT$384,175 thousand) RMB(92,037) (equivalent to NT$(401,019) thousand) - - - - - - - |
$ - - - - - - - - - - - - - |
RMB(97,996) (equivalent to NT$(426,983) thousand) - - - RMB(7,729) (equivalent to NT$(33,676) thousand) RMB(40,871) (equivalent to NT$(178,081) thousand) - - - - - - - |
US$44,610 (equivalent to NT$1,268,262 thousand) RMB(221,904) (equivalent to NT$(966,869) thousand) US$980 (equivalent to NT$27,861 thousand) US$2,970 (equivalent to NT$84,437 thousand) US$2,158 (equivalent to NT$61,352 thousand) US$14,833 (equivalent to NT$421,702 thousand) RMB(7,729) (equivalent to NT$(33,676) thousand) US$13,513 (equivalent to NT$384,175 thousand) RMB(132,908) (equivalent to NT$(579,100) thousand) - - - - - - - |
RMB301,410 (equivalent to NT$1,291,888 thousand) - RMB(50,650) (equivalent to NT$(217,093) thousand) RMB2,695 (equivalent to NT$11,551 thousand) RMB52,616 (equivalent to NT$225,520 thousand) RMB235,032 (equivalent to NT$1,007,382 thousand) RMB424 (equivalent to NT$1,817 thousand) RMB6,960 (equivalent to NT$29,832 thousand) RMB38,370 (equivalent to NT$164,460 thousand) RMB7,951 (equivalent to NT$34,079 thousand) RMB17,269 (equivalent to NT$74,018 thousand) RMB7,167 (equivalent to NT$30,719 thousand) RMB9,224 (equivalent to NT$39,535 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 |
RMB217,015 (equivalent to NT$930,159 thousand) - RMB(36,468) (equivalent to NT$(156,307) thousand) RMB1,940 (equivalent to NT$8,315 thousand) RMB37,883 (equivalent to NT$162,372 thousand) RMB169,223 (equivalent to NT$725,315 thousand) RMB306 (equivalent to NT$1,312 thousand) RMB5,011 (equivalent to NT$21,478 thousand) RMB24,426 (equivalent to NT$104,693 thousand) RMB2,290 (equivalent to NT$9,815 thousand) RMB4,811 (equivalent to NT$20,621 thousand) RMB2,404 (equivalent to NT$10,304 thousand) RMB6,309 (equivalent to NT$27,041 thousand) |
RMB1,729,844 (equivalent to NT$7,537,190 thousand) - RMB2,173 (equivalent to NT$9,468 thousand) RMB33,195 (equivalent to NT$144,636 thousand) RMB308,838 (equivalent to NT$1,345,653 thousand) RMB929,183 (equivalent to NT$4,048,590 thousand) RMB13,622 (equivalent to NT$59,353 thousand) RMB70,050 (equivalent to NT$305,218 thousand) RMB256,793 (equivalent to NT$1,118,886 thousand) RMB14,904 (equivalent to NT$64,939 thousand) RMB8,830 (equivalent to NT$38,474 thousand) RMB33,004 (equivalent to NT$143,803 thousand) RMB67,258 (equivalent to NT$293,053 thousand) |
US$12,990 (equivalent to NT$369,306 thousand) RMB221,904 (equivalent to NT$966,869 thousand) - - US$992 (equivalent to NT$28,203 thousand) US$1,016 (equivalent to NT$28,885 thousand) RMB7,729 (equivalent to NT$33,676 thousand) US$1,837 (equivalent to NT$52,226 thousand) RMB132,908 (equivalent to NT$579,100 thousand) - - - - - - - |
(Continued)
- 91 -
| 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, 2020 |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2020 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 1) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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$2,614,290 thousand) RMB20,000 (equivalent to NT$87,143 thousand) RMB1,763,425 (equivalent to NT$7,683,507 thousand) RMB2,000 (equivalent to NT$8,714 thousand) |
(2) (2) (2) (2) |
$ | - - - - |
$ - - - - |
$ - - - - |
$ - - - - |
RMB410,164 (equivalent to NT$1,758,024 thousand) RMB(1,677) (equivalent to NT$((7,188) thousand) RMB(23,296) (equivalent to NT$(99,850) thousand) RMB132,575 (equivalent to NT$569,016 thousand) |
72.00 72.00 28.80 68.40 |
RMB293,317 (equivalent to NT$1,257,201 thousand) RMB(1,207) (equivalent to NT$(5,173) thousand) RMB(6,709) (equivalent to NT$(28,756) thousand) RMB90,806 (equivalent to NT$389,208 thousand) |
RMB1,806,265 (equivalent to NT$7,870,168 thousand) RMB(16,221) (equivalent to NT$(70,677) thousand) RMB502,074 (equivalent to NT$2,187,612 thousand) RMB95,435 (equivalent to NT$415,825 thousand) |
$ - - - - |
|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2020 |
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$13,676,792 thousand) RMB(1,397,403) (equivalent to NT$(6,088,694) thousand) |
US$2,284,279 (equivalent to NT$64,942,052 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, 2020, accumulated investments in China Shanshui Cement Group Ltd, which is listed at HKEx, and China Shanshui Investment Company Limited were US$150,620 thousand and US$66,201 thousand, respectively, which were included in Accumulated Outward Remittance for Investment in Mainland China.
Note 4: The Corporation obtained certificate No. 10920439220 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, 2020 the foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the year ended December 31, 2020.
(Concluded)
- 92 -
TABLE 10
ASIA CEMENT CORPORATION
INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| FENC Far Eastern Medical Foundation |
750,511,324 181,566,797 |
22.32 5.40 |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the parent company only financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
- 93 -