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AIDC Annual Report 2018

Jun 11, 2019

52175_rns_2019-06-11_ac9f5751-d9ba-465c-a154-eeeea1b89929.pdf

Annual Report

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Aerospace Industrial Development Corporation Annual Report 2018

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 and Chinese versions, the Chinese version shall prevail.

AIDC annual report is available at:http://www.aidc.com.tw Taiwan Stock Exchange Market Observation Post System:http://mops.twse.com.tw Printed in APR. 2019

Spokesperson and Deputy Spokesperson Information

Spokesperson: Wan-June Ma Tel: 886-4-22842881 Title: President E-mail:[email protected] Deputy Spokesperson: Jennifer Chuang Tel: 886-4-22842881 Title: Director of Strategy and Legal E-mail: [email protected] Affairs Department

Headquarter, Branch and Plant Address and Telephone, and Website Information

Taichung Complex (I): No. 2, Hanxiang Road, Xitun District, Taichung City / Tel: 886-4-27020001

Headquarters & Taichung Complex (II): No. 1, Hanxiang Road, Xitun District, Taichung City/Tel: 886-4-27020001 Shalu Complex (N): No. 366 / 368, Sec. 6, Zhongqing Rd., Shalu Dist., Taichung City / Tel: 886-4-25213800 Shalu Complex (N-2): No. 370, Sec. 6, Zhongqing Rd., Shalu Dist., Taichung City / Tel: 886-4-25213800

Shalu Complex (S): No. 178, Ln. 20, Zhongzhen Rd., Shalu Dist., Taichung City / Tel: 886-4-25213800

TACC Complex: No. 66, Sec. 1, Zhonghang Rd., Shalu Dist., Taichung City / Tel: 886-4-25213800 Gang Shan Complex: No. 1, Gangde Rd., Gangshan Dist., Kaohsiung City / Tel: 886-7-6285600

Website: http://www.aidc.com.tw

Stock Transfer Agent Information

Name: Fubon Securities Co., Ltd. Address: 2F, No. 17, Xuchang St., Zhongzheng Dist., Taipei City Website: http://www.fubon.com Tel: 886-2-23611300

Auditors’ Information

Deloitte & Touche Name: Lie-Dong Wu , Done-Yuin Tseng Address: 27F, No. 218, Sec. 2, Taiwan Boulevard, West District, Taichung City Website: http://www.deloitte.com.tw Tel: 886-4-23280055

Overseas Securities Exchange Information: N/A

i

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Contents Page
Letter to Shareholders ………………………………………………………….……….... 1
Company Profile ……..…………………………………………………….…….………… 6
Corporate Governance Report
.…………………………………………………….……..
8
Raising of Capital ……………………………………………………………………..... 57
**Operation Outlook …….………………………………………………………………….…… ** 62
Financial Position ………………………………………………………….………….………..
78
Financial Position and Review of Financial Performance and Risk …….…... 205
Special Notes ……………………………………………………………………..……….…. 214

ii

I. Letter to Shareholders

Dear Valued Shareholders,

Amidst fierce global competition, the Aerospace Industrial Development Corporation (hereinafter referred to as AIDC) has confronted significant challenges which have included; advanced countries adopting intelligent manufacturing with high production efficiency and tax preference to win back customers; emerging countries forming low-cost clusters with government resources to attain business opportunities; international companies demanding quality, efficiency and cost-benefit, coupled with raising trade protectionism from the US-China trade disputes. To survive this stringent environment, AIDC has continued its proactive pursuit of business opportunities. Again, with a concerted effort between employees and management, AIDC had successfully overcome all the difficulties and has hit a new record high in both revenue and profit in FY 2018.

Based on Boeing’s forecasts of the commercial aviation market for the next 20 years, the Revenue Passenger Kilometer (RPK) will enjoy a 4.7% average annual growth, demand for airplanes with more than 30 seats is estimated at 42,700, representing a total market value of approximately $6.3 trillion U.S. dollars. In response to the thriving requirement for point-to-point route, single-aisle aircraft is the mainstream model which accounts for more than 70% of the demand.

The Global Market Forecast released by Airbus also provides an optimistic outlook for the next 20 years. It is estimated that the RPK will have a 4.4% average annual growth, demand for new airplane with more than 100 seats is 37,400, representing a total market value of approximately $5.8 trillion U.S. dollars. Asia-Pacific is expected to lead the demand with 40% new aircraft deliveries, followed by North America and Europe.

As for the aero engine market, Forecast International’s forecast indicates that for the next 10 years there will be 156,000 deliveries, with a total value of $898 billion U.S. dollars.

The above reflects a strong market demand for commercial aircraft and engines, accordingly AIDC is planning to; construct the Turbine Center Frame, enhance talent cultivation and technology development, participate in international events such as Farnborough Air Show, Taipei Aerospace & Defense Technology Exhibition; and Aircraft Interiors Expo Hamburg to present our self-developed aircraft seat, in the hope of responding prudently to the market opportunities and challenges alike.

For the current stage and in addition to exploring additional commercial aircraft business, AIDC is dedicated to fulfilling all our contractual obligations to current customers, achieving the objective of F-16A/B upgrade, and shall continue to focus on three primary tasks; “Indigenous Development of an Advanced Jet Trainer”, “Intelligent Manufacturing” and “Supply Chain Integration”.

Firstly, to achieve the “indigenous development of an advanced jet trainer”, AIDC is making every effort to achieve the objectives including cultivate aerospace talents, lead industry development; and consolidate self-sustaining national defense. For mid- and long-term, the focus will be upon developing primary trainer, pursuing advanced trainer commercial maintenance, joining NCSIST and private sectors to push forward future performance upgrade of the Advanced Jet Trainer and ultimately developing new-generation fighter.

Secondly, intelligent manufacturing plays an essential role in the global aerospace industry development. AIDC applies its years of experience in digitalization as a base, to plan for intelligent manufacturing from three perspectives, namely; “intelligent machinery, intelligent manufacturing and intelligent management”, and has developed its own iAIDC platform to introduce intelligent production with focus on “intelligent machinery and production process” and “intelligent manufacturing and

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management “. In 2018 in recognition of AIDC’s continued implementation of lean production, digitalization manufacturing and intelligent management, AIDC was presented by the Industrial Bureau of Ministry of Economic Affairs an “Intelligent Machinery Model Enterprise Gold Award”. For mid- and long-term efforts, AIDC will continue to work toward intelligent plant and upgrade of its industrial competitiveness.

Thirdly, integration of Taiwan’s supply chain is a continuing effort in leading domestic aerospace and related industry members to lean transformation, expediting intelligent manufacturing and supply chain integration, jointly enhancing competitiveness, and creating a mature “Taiwan aerospace industry intelligent supply chain”. And to promote intelligent industry chain, AIDC shares its self-developed intelligent management system with domestic supply chain members, and offers free access to the iAIDC system, to execute shop floor intelligent management and to improve the value of the domestic supply chain.

Evidenced by the above, AIDC’s intelligent development is recognized by international companies such as; Airbus, Rolls-Royce, GE, Honeywell, to name a few, which have given high recognition of AIDC’s effort in promoting intelligent manufacturing, which is capable of quickly eliminating production bottlenecks, flexibly adjusting production priorities, reducing work force for repetitive and polluting work environments, and enhancing quality precision. Rolls-Royce while holding its Digital Transformation Forum on July 6, 2017, invited AIDC to make a presentation. Being the sole Asian supplier being invited, AIDC gave a report on ”iAIDC Digital Manufacturing/Intelligent Plant Promotion”.

I would like to express our most sincere appreciation and gratitude to all our valued shareholders for your unwavering support of AIDC. The summary of the report on the operation results for FY 2018 and the business plan for FY 2019 are presented hereunder.

FY 2018 Operation Highlights

Revenue and Income

AIDC had consolidated revenue of NT$28,182,100 thousand in FY 2018, which was an increase of 2.3% from NT$27,537,410 thousand in FY 2017; net income was NT$2,092,020 thousand in FY 2018, which was an increase of 19.7% from NT$1,747,980 thousand in FY 2017; and earnings per share was NT$2.22 in FY 2018, which was an increase of 19.4% comparing with NT$1.86 in FY 2017.

The cost of aviation products are closely related to factors of production scale, learning curve efficiency and product portfolio. As the product in the low rate initial production phase the benefits of the learning curve is not observed, yet cost will be reduced as the production rate climbs and establishes a plateau. The ratio of early production commercial products was comparatively high with an increase in nonrecurring costs, therefore in FY 2018 the operating profit margin was 8%, and net profit margin was 7%.

Research and Development Outlook

The R&D expenses of AIDC in FY 2018 amounted to NT$545,217 thousand with the development of "Pilot Project for Aerospace Composites and Intelligent Manufacturing Industrial Innovation" together with 25 projects, results of which could help to upgrade the overall technological capability and production capacity while facilitating the pursuit of better business opportunities.

2

Credentials and Awards

Corporate Governance:

  • *Ranked in Top 20% Corporate Governance Evaluation TWSE listed companies in Apr. 2018

  • *Selected as “TWSE Taiwan High Compensation 100 Index” stock by Taiwan Stock Exchange Corporation in Jun. 2018

  • *Selected as “TWSE Corporate Governance 100 Index” stock by Taiwan Stock Exchange Corporation in Jul. 2018

  • * Selected as “TWSE Taiwan Employment Creation 99 Index” stock by Taiwan Stock Exchange Corporation in Jul. 2018

  • *Ranked 27th in the “CSR Award in Traditional Manufacturers Category” by the Global Views Magazine in Aug. 2018

  • *Presented the “2018 Smart Machinery Model Enterprise Gold Award” by Industrial Development Bureau, Ministry of Economic Affairs in Nov. 2018

  • *Awarded ”2018 Taiwan Corporate Sustainability Awards”-Corporate Sustainability Report Awards (Traditional Manufacturing: Silver Medal) in Nov. 2018

  • *Recognized as Pengcheng 32 Evaluation Merit Unit by National Police Agency in Dec. 2018

Sustainable Environment:

  • *Received “Green Procurement Enterprise and Group” Award by Taichung City Government in Jun. 2018

  • *Certified the 3 in 1 certification of ISO14001/TOSHMS Taiwan Occupational Safety and Health Management System OHSAS18001 in Sep. 2018

  • *Presented “Enterprise Environment Protection Award-Silver Medal” and “Outstanding Personnel Award for the Promotion of Environment Protection “ by the Environment Protection Administration, Executive Yuan in Dec. 2018

Labor-Management Relation

  • *Received “Excellent Occupational Safety and Health Workplace Award” and “Outstanding Personnel Award for the Promotion of Healthy Workplace” by Kaohsiung City Government in Sep. 2018

  • *Received “ Excellent Occupational Safety and Health Workplace Five-Star Award” by Ministry of Labor in Sep. 2018

  • *Presented “Taiwan i Sport Enterprise Certification Award” by the Sports Administration of the Ministry of Education in Oct. 2018

  • *Presented “Excellent Health Occupational and Health Management Award” and “Outstanding Personnel Award for the Promotion of Healthy Workplace” by Health Promotion Administration, Ministry of Health and Welfare in Oct. 2018

  • *Received “Excellent Occupational Safety and Health Workplace Award” by Taichung City Government in Nov. 2018 for 2 years in a row

  • *Received the “Happy Workplace Three-Star Award” presented by Labor Affairs Bureau, Taichung City Government in Nov. 2018

Social Responsibility:

  • *Received the first national “Enterprise Volunteer Team” award from the Ministry of Health and Welfare in Dec. 2018

Business Plan for FY 2019

Business Development Planning

  • * In the area of defense business, AIDC is dedicated to expanding business in military aircraft manufacturing, maintenance, upgrade, fleet commercial maintenance, GOCO and military engine parts manufacturing and maintenance.

  • *In the area of commercial aviation, AIDC seeks to expand business in structural parts and assemblies of commercial aircraft and engines.

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  • *In the area of industrial technology service, AIDC will focus on R&D, design, manufacture, testing, system integration and after-sales service of products derived from the application of aerospace technology.

Corporate Management Policy

In response to the increasingly harsh competition within the global aerospace industry, AIDC will spare no effort to secure and pursue beneficial business opportunities and will continue to adopt a Balanced Scorecard (BSC) as a management tool. This BSC system helps to align and link AIDC’s vision, strategy, and objectives with major tasks and plans of each department, and with which AIDC is able to continue to improve its business management while implementing a culture of accountability.

The corporate business management policy of FY 2019 is to be formulated from the top down, and deployed from the bottom up and with confirmation. That is, the policy will be formulated through management team discussions, which encompasses three parts in the following order: (1) strategies (or directions); (2) objective of each strategy; and (3) major Key Performance Indicators (KPI) of each strategy objective. Together with the “SPEED Transformation Year” launched in 2019, this policy will be clearly illustrated and announced through corporate-level meetings for each department to deploy and develop its implementation plan accordingly as well as propose its action plans to reach KPIs from the bottom up. These tasks will be demonstrated in 87 action plans for Speed Transformation and 145 improvement proposals for lean production and will be confirmed by the management team before being included in department performance evaluation system in FY 2019. In the meantime, coordination with interfacing departments is essential in planning, and based on the "accountability" concept a clear division of work and responsibility will be established and carried through to achieve the desired results.

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Annual Plan
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Annual Department
Performance Evaluation
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Faced with tremendous business opportunities and fierce competition in the global aerospace industry, AIDC will launch the “SPEED Transformation Year” to turn crisis into opportunity. The philosophy of SPEED (Smart, Process, Evolution, Effectiveness and Determination) will be implemented in each and every level and department to work in unison to facilitate AIDC’s transformation into a company with intelligent manufacturing capacity and to push forward its goal of sustainable development. AIDC will also continue making every effort to fulfill the three important missions of the “indigenous development of an advanced jet trainer”; “intelligent manufacturing”; and “integration of supply chain” while joining hands with domestic aerospace and related industries to become important players in the global aviation supply chain, which in turn will promote the upgrade of Taiwan’s domestic aerospace industry, and to boost the overall production value, while increasing AIDC’s revenue and profit thereby creating benefits for our valued; Customers, Shareholders, Suppliers, Employees and the communities which we operate in.

May I wish you all good fortune and good health.

Chairman Kai-Hung, Hu

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5

II. Company Profile

1. Date of Establishment

Aerospace Industry Development Corp. was established on July 1, 1996.

2. Chronicle

Year Milestones
1996 1. Reorganized as “Aerospace Industry Development Corporation” and transferred to the
Ministry of Economic Affairs. AIDC then moves towards the reengineering as an enterprise,
privatization and internationalization. The corporate strategy has also been attuned from
military aviation to military and commercial aviation.
2. Entered into a joint venture agreement with Sikorsky Aircraft United Technologies Corp. for
the development of the S-92 helicopter. This is the very first time that this entity was engaged
in an international big firm in aircraft manufacturing for joint design and development of an
aircraft before turninginto a state-owned enterprise.
1999 1. Entered into an agreement with Bombardier for the joint development of the tail for the
CL300 commercial aircraft. This was a milestone of AIDC for the development of commercial
aviation technology.
2. Ended theproduction of the IDF.
2000 Engine Casing Plant No. 1 was established. This laid down the foundation of production capacity
for civil aircraft engine casing.
2006 The upgrade of IDF “Ching Kuo” under the schemed codenamed as “F-KC-1, C/D, Hsiang Sheng”.
The IDF has successfullylaunched itspilot flight in the air show after the upgrade.
2008 Deliveryof the 100thS-92 helicopter cockpit.
2009 Entered into a supply agreement with MITAC of Japan for supply system parts of aircrafts, and
participated in the design and manufacturingofproducts for the MRJ.
2010 The official opening of Taiwan Advanced Composite Center (TACC), which was a milestone for the
development of the aerospace industry and composite materials industry in the history of
Taiwan.
2011 1. Accomplishment of the IDF Ching Kuo upgrade program with the delivery of the first batch of
upgraded jet fighters.
2. Accomplishment of the debut flight from Taichung to Kinmen, the launch of commercial
chartered flight service provided by AIDC. This started the new era of AIDC in participation in
commercial chartered flight business.
2012 Completion of the 400thaircraft of the CL-300 project. This is an important milestone of this
project.
2013 1. Received the Boeing “Performance Excellence Award” and GE Growth (Engines) Excellence
Award.
2. Approved for privatization by the Executive Yuan through public offering of stocks on
September 13.
2014 1. AIDC became a private company on August 21 and was listed on TWSE for trading on August
25.
2. Delivery of the parts and components for the first MRJ, an important milestone of the
project.
3. Received the “Supplier of the Year Award” from Sikorsky Aircraft United Technologies Corp.,
the “Supplier Excellence Award 2014” from American Helicopter Society, and the
“Performance Excellence Award” from The Boeing Company.
4. Deliveryof the 10,000th Rolls-Royce engine case.
2015 1. Delivery of the 300th S-92 cockpit made in Shalu Complex in April
2. Received “Award of the Year 2015 for Best Partner" from Mitsubishi Aircraft Corporation in
December
3. Organized Taiwan Aviation Industry Forum in December which paved the way for Taiwan
Aerospace A-Team to become a major supplychain ofglobal aerospace industry.

6

Year Milestones
2016 1. AIDC set up the US subsidiary, AIDC USA LLC, on March 2, 2016.
2. Grand opening of 3 new facilities: ECMC in April, TACC-19 in July and GE LEAP Caseline in
November.
3. Delivery of the 1000thAirbus A321 16A barrel in February; delivery of the 50,000thGE Engine
Case in November.
2017 1. Grand opening of the new #23 military maintenance building in February.
2. Signed the Advanced Jet Trainer Commission Agreement with National Chung Shan Institute
of Science and Technology in April.
3. AIDC transferred the ITEC LLC equity it held to its subsidiary, AIDC USA LLC in April, and the
transfer amount was deemed as capital injection to AIDC USA LLC.
4. AIDC and Cheng Kung University delivered the Upgraded Tracker Thermal Pump System Flight
Radiator in November.
5. Completed deliveryof F-CK-1 C/D to ROCAF in December.
2018 1. Held the debut of self-branded aircraft seat in March, aiming to integrate the domestic
supply chain for entrance into the international civil aviation market.
2. AIDC launched assembly of the Advanced Jet Trainer in June.
3. Completed the upgrade of “F-CK-1 C/D, Hsiang Sheng” single- and twin-seat prototype jets
and delivered to ROCAF in October.
4. AIDC was presented “Smart Machinery Golden Award” by the Industrial Development Bureau
(IDB), under the Ministry of Economic Affairs in November, and announced 2019 as the Year
of SPEED.

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III. Corporate Governance Report

1. Organization

1.1 Organization Chart

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Shareholder Meeting
Board of Directors
Audit Committee Compensation
Committee
Chairman
Executive
Ethics & Security
Auditing
Innovation & Strategy & legal
President
Research Affairs
Commercial
Military Business Manufacturing Engineering Administration
Business
Sr. VP Sr. VP Sr. VP Sr. VP Sr. VP
----- End of picture text -----

1.2 Major Corporate Functions

The defense industry system is responsible for military aircraft, aircraft maintenance and avionics, flight service and GO-CO program operation.

The production system is responsible for the aircraft and aero engine parts and component fabrication, assembly, testing, service and support; and aero engine business operation.

The engineering system is responsible for engineering design and system integration, quality improvement, quality insurance policy, information technology and services, procurement, supplier integration, and outsourcing.

The civil aviation system is responsible for the commercial aircraft market analysis, business strategy and development, operations and production, program performance management, technology implementation and industrial safety and environment protection.

The administration system is responsible for finance, human resources, general affairs and investment.

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2. Directors, Supervisors and Management Team

2.1 Directors (I) March 31, 2019

Executives, Directors or Executives, Directors or Executives, Directors or

Spouse & Shareholding Supervisors who are
Title Nationality/ Date First Shareholding when
Current

Minor by Nominee Experience/Education Other Position spouses or within two
(Note 1) Country of Name Sex
Date Elected
Term Elected Elected Shareholding
Oii N 2 Shareholding Arrangement degrees of kinship
rgn (ote )
Shares % Shares % Shares % Shares % Title Name Relation
Chairman R.O.C MOEA(Note 1) June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Hu, Kai-Hung
(Note 3)
M March 18, 2019 2.3Y March 18,
2019
0 0.00 0 0.00 0 0 0 0 Vice Chief of the General Staff, Ministry
of National Defense(MND);
Inspector General, MND;
Vice Commander-in-Chief, Air Force
Command;
Commander, Air Force Education,
Training and Doctrine Development
Command;
Deputy Chief of Staff, Air Force
Command;
Director, Combat Readiness and
Training Division, Air Force Command;
Wing Commander, the 427th Tactical
Fighter Wing;
Joint Force Education, National Defense
University;
General Staff College of National
Defense University;
Air Force Academy


Chairman, AIDC
Executive
Director
R.O.C MOEA June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Ma, Wan-June
(Note 3)
M March 18, 2019 2.3Y March 18,
2019
100,788 0.01 132,147 0.01 0 0 0 0 Vice President, National Chung-Shan
Institute of Science and
Technology(NCSIST);
Vice President and Director of
Aeronautical Systems Research
Division, NCSIST;
Director, Aeronautical Systems
Research Division, NCSIST;
Associate Director, Systems
Development Center, NCSIST;
Principal Investigator, Systems
Development Center, NCSIST;
Ph.D. in Power Mechanical Engineering,
National Tsing Hua University;
Master in Mechanical Engineering,
National Central University;

President, AIDC

9

Executives, Directors or Executives, Directors or Executives, Directors or

Spouse & Shareholding Supervisors who are
Title Nationality/ Date First Shareholding when
Current

Minor by Nominee Experience/Education Other Position spouses or within two
(Note 1) Country of Name Sex
Date Elected
Term Elected Elected Shareholding
Oii N 2 Shareholding Arrangement degrees of kinship
rgn (ote )
Shares % Shares % Shares % Shares % Title Name Relation
B.S. in Aeronautics and Astronautics,
National ChengKungUniversity
Director R.O.C MOEA June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Chien,
Feng-Yuan
(Note 2)
M June 26, 2018 3Y October 17,
2014
0 0 0 0 0 0 0 0 Chief of Branch No. 5, State-Owned
Enterprise Commission, MOEA;
Director, Tang Eng Iron Works Co.,
LTD. ;
Master’s degree, Institute of Land
Administration Studies, National
Chengchi University.
Chief of Branch No.2,
State-Owned Enterprise
Commission, MOEA

Director R.O.C MOEA June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Chang, Ming-Pin
M June 26, 2018 3Y June 26,
2018
0 0.00 0 0.00 0 0 0 0 Vice Executive Secretary and
Spokesperson, Investment Commission,
MOEA;
Head of Division, Investment
Commission, MOEA;
Director, Kuo Kuang Power Co., LTD;
Commissioner, Review Commitee,
National Development Fund , Executive
Yuan;
Member, Examination Commitee for
Establishment Application of Business
Entity in the Economic Processing Zone;
Master of Laws, Edinburgh University
(Scotland);
Bachelor of Laws, National Taiwan
University;
Executive Leadership Program, Harvard
University (USA)


Executive Secretary,
Investment
Commission, MOEA;
Director General, DOIS,
MOEA;
CEO, Invest Taiwan
Services Center, MOEA
Director R.O.C MOEA June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Shieu,
Fuh-Sheng
(Note 2)
M June 26, 2018 3Y July 22,
2016
0 0.00 0 0.00 0 0 0 0 Dean, College of Engineering, NCHU;
Chairman, Department of Materials
Science and Engineering, NCHU;
Chairman, Institute of Materials
Engineering, NCHU;
Director, Office of R&D, NCHU;
Master and Ph.D. in Materials Science
and Engineering,Cornell University

President, National
Chung Hsing University
(NCHU);
Director, Industrial
Technology Research
Institute (ITRI)
Director R.O.C MOEA June 26,2018 3Y July1,1996 415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A

10

Executives, Directors or Executives, Directors or Executives, Directors or

Spouse & Shareholding Supervisors who are
Title Nationality/ Date First Shareholding when
Current

Minor by Nominee Experience/Education Other Position spouses or within two
(Note 1) Country of Name Sex
Date Elected
Term Elected Elected Shareholding
Oii N 2 Shareholding Arrangement degrees of kinship
rgn (ote )
Shares % Shares % Shares % Shares % Title Name Relation
R.O.C Representative:
Yu, Cheng-Tao
(Note 2)
M June 26, 2018 3Y December
18, 2017
107,205 0.01 107,205 0.01 0 0 0 0 Chairman, Aerospace Industrial
Development Corporation Labor Union
in Taichung;
Ph.D. in Industrial Engineering and
Management, National Yunlin
University of Science and Technology;
Master in Industrial Engineering, Feng
Chia University
Quality assurance
engineer, AIDC
Director R.O.C MOEA June 26, 2018 3Y July 1,
1996
415,345,402 45.73 331,301,773 35.18 N/A N/A N/A N/A
R.O.C Representative:
Hsu,
Chung-Ming
M June 26, 2018 3Y June 26,
2018
75,502 0.01 75,502 0.01 0 0 0 0 Technician, Production Engineer,
Material Specialist, AIDC;
Representative, Director,Executive
Director, Aerospace Industrial
Development Corporation Labor
Union;
Deputy Director, Director and
Executive Secretary, Aerospace
Industrial Development Corporation
Labor Union in Gang Shan;
Master in Mechatronic System
Engineering, National University of
Tainan;
Bachelor, Department of Mold and Die
Engineering, National Kaohsiung
University of Applied Sciences
Material Specialist,
AIDC
Director R.O.C National Defense
Industrial
Development
Foundation
(Note 1)
June 26, 2018 3Y April 3,
2014
2,670,078 0.29 11,063,201 1.17 N/A N/A N/A N/A
R.O.C Representative:
Hsu, Yan-Pu
(Note 3)
M Feburary 1, 2019 2.5Y Feburary 1,
2019
0 0.00 0 0.00 0 0 0 0 Commander, 21st Artillery Command
of R.O.C Army;
Commander, Lan Yang Area Command
of R.O.C Army;
Chief of General Staff, 8th Army
Command of R.O.C Army;
Commander, 6th Army Command of
R.O.C Army;
Vice Chief of General Staff,Ministryof
Administrative Deputy
Minister, Ministry of
National Defense
(MND)

11

Executives, Directors or Executives, Directors or Executives, Directors or

Spouse & Shareholding Supervisors who are
Title Nationality/ Date First Shareholding when
Current

Minor by Nominee Experience/Education Other Position spouses or within two
(Note 1) Country of Name Sex
Date Elected
Term Elected Elected Shareholding
Oii N 2 Shareholding Arrangement degrees of kinship
rgn (ote )
Shares % Shares % Shares % Shares % Title Name Relation
National Defense;
Administrative Deputy Minister of
Ministry of National Defense;
Master in Information Management,
Yuan Ze University;
Military Academy
Executive
and
Independent
Director

R.O.C
Chan,
Chia-Chang
M June 26, 2018 3Y June 26,
2018
0 0.00 0 0.00 0 0 0 0 Chief Secretary, Chair of Department of
Finance, Director of Extension
Education Center, Dean of College of
Management, Tunghai University;
Commissioner, Review Panel of Higher
Education Evaluation and Accreditation
Council of Taiwan; Commissioner,
Financial Planning Association of
Taiwan; Director, Association of
Continuing Education of Colleges and
Universities in Taiwan; Member of
School Evaluation Committee for
community college in Taichung City;
Member, Lifetime learning promotion
committee; Consultant, Information
Service Industry Association of
Taichung City Government; Member,
Review Panel of Small Business
Innovation Research (SBIR) program of
Miaoli County Government; Member,
Review Panel of Program of the
Encouragement of Investment; Ph.D. in
Business Administration, National Sun
Yat-Sen University

Vice President and
Professor of Finance
Department, Tunghai
University;
Independent Director,
Mobiletron Group
Independent
Director

R.O.C
Chen, Yin-Chin F June 26, 2018 3Y June 26,
2018
0 0.00 0 0.00 0 0 0 0 Chair of Department of Financial and
Economic Law, Chung Yuan Christian
University;Associate Professor,
Department of Public Finance and
Taxation, Takming University of Science
and Technology; Supervisor, Andes
Technology Corporation
(Representative of National
Development Fund , Executive Yuan);
Supervisor, Light's American
Sportscopter Inc.(Representative of
Associate Professor,
Department of
Financial and Economic
Law, Chung Yuan
Christian University

12

Executives, Directors or Executives, Directors or Executives, Directors or

Spouse & Shareholding Supervisors who are
Title Nationality/ Date First Shareholding when
Current

Minor by Nominee Experience/Education Other Position spouses or within two
(Note 1) Country of Name Sex
Date Elected
Term Elected Elected Shareholding
Oii N 2 Shareholding Arrangement degrees of kinship
rgn (ote )
Shares % Shares % Shares % Shares % Title Name Relation
National Development Fund , Executive
Yuan); Director, CSBC CORP.,Taiwan
(Representative of MOEA);
Commissioner, Fair Trade Commission;
Commissioner, Complaint Review
Board for Government Procurement,
Public Construction Commission
Executive Yuan; Advisory, Department
of Nuclear Regulation, Atomic Energy
Council; Advisory, Advisory Committee
on Handling of State Compensation
Cases, Atomic Energy Council;
Commissioner, Complaint Review
Board for Government Procurement,
Taoyuan City Government;
Commissioner, Medical Review Board,
Health Bureau; Commissioner, Laws
and Regulations Committee, MOEA;
Commissioner, International Trade
Commission, MOEA; Commissioner,
Complaint Review Board, Ministry of
National Defense; Advisory, Advisory
Committee on Handling of State
Compensation Cases, Ministry of
National Defense; Advisory, Advisory
Committee on Handling of State
Compensation Cases, Army Command
Headquarters; Advisory, Advisory
Committee on Handling of State
Compensation Cases, Taipei City
Government; Commissioner, Listing
Review Committee of Taiwan Stock
Exchange Corporation; Commissioner,
Mainboard Listing Review Committee
of Taipei Exchange (GreTai Securities
Market); Ph. D of Laws, National Chung
Hsing University

13

Note 1: The List of AIDC’s Director that is an Institutional Shareholder.

The List of AIDC’s Director that is an Institutional Shareholder. The List of AIDC’s Director that is an Institutional Shareholder. The List of AIDC’s Director that is an Institutional Shareholder.
March 31,2019
Director that is an Institutional Shareholder of AIDC Main Shareholder of the Institutional Shareholder NOTE
Ministry of Economic Affairs, MOEA None N/A
National Defense Industrial Development Foundation
(NDIDF)
None N/A

Note 2: AIDC has electd the 8th Board of Directors during Annual Shareholders' Meeting on Jun. 26, 2018. Note 3: NDIDF representative changes: Hsu, Yan-Pu replaced Po, Horng-Huei on Feb. 1, 2019.

MOEA representative changes: Hu, Kai-Hung replaced Liao, Jung-Hsin and Ma, Wan-June replaced Lin, Nan-Juh on Mar. 18, 2019. Note 4: Implementation of Board Diversity Policy

Pursuant to Article 2 of AIDC’s Procedures for Election of Directors, the members of the board of directors shall have the knowledge, skills, and experience necessary to perform their duties and shall possess the abilities to make operational judgments, perform accounting and financial analysis, conduct management administration, conduct risk management, knowledge of the industry, an international perspective, ability to lead and ability to make policy decisions. The composition of AIDC board of directors and the implementation of board diversity policy are posted on AIDC website and the MOPS.

Title Name Sex Business
Management
Aerospace
Industry
Finance
Accounting
Law Risk
Management
Government
&
Supervision
Chairman Hu, Kai-Hung M
ExecutiveDirector Ma, Wan-June M
Director Chien, Feng-Yuan M
Director Chang, Ming-Pin M
Director Shieu, Fuh-Sheng M
Director Yu, Cheng-Tao M
Director Hsu, Chung-Ming M
Director Hsu, Yan-Pu M
Executive and IndependentDirector Chan, Chia-Chang M
Independent Director Chen,Yin-Chin F

1.1 Directors (II)

Professional Qualifications and Independence Analysis of Directors and Supervisors: March 31, 2019

Criteria Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Number of Other Public
Independence Criteria (Note)
Experience Companies in Which

14

An Instructor or Higher Position in a A Judge, Public Prosecutor, Attorney, Have Work Experience in the 1 2 3 4 5 6 7 8 9 10 the Individual is
Department of Commerce, Law, Certified Public Accountant, or Other Areas of Commerce, Law, Finance, Concurrently Serving as
Finance, Accounting, or Other Professional or Technical Specialist Who or Accounting, or Otherwise an Independent
Name Academic Department Related to the has Passed a National Examination and Necessary for the Business of the Director
Business Needs of the Company in a been Awarded a Certificate in a Company
Public or Private Junior College, Profession Necessary for the Business of
College or University the Company
Chairman
Hu,Kai-Hung
Executive Director
Ma,Wan-June
Director
Chien,Feng-Yuan
Director
Chang,Ming-Pin
Director
Shieu,Fuh-Sheng
Director
Yu,Cheng-Tao
Director
Hsu,Chung-Ming
Director
Hsu,Yan-Pu
Executive and Independent
Director
Chan,Chia-Chang
1
Independent Director
Chen,Yin-Chin

Note: Please tick the corresponding boxes if directors or supervisors have been any of the following during the two years prior to being elected or during the term of office.

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

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

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

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

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

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

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

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

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

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

15

2.2 Management Team March 31, 2019/ Unit: shares; %

Nationality/ Spouse & Minor Shareholding Managers who are Spouses or
Title Country of Name Sex Date Effective Shareholding Shareholding by Nominee Experience/Education Other Position Within Two Degrees of Kinship
Origin Arrangement
Shares % Shares % Shares % Title Name Relation
President R.O.C Ma, Wan-June M 108.03.18 0 Vice President, National Chung-Shan Institute
of Science and Technology(NCSIST);
Vice President and Director of Aeronautical
Systems Research Division, NCSIST
Director, Aeronautical Systems Research
Division, NCSIST;
Associate Director, Systems Development
Center, NCSIST;
Principal Investigator, Systems Development
Center, NCSIST;
Ph.D. in Power Mechanical Engineering,
National Tsing Hua University;
Master in Mechanical Engineering, National
Central University;
B.S. in Aeronautics and Astronautics, National
ChengKungUniversity
Vice
President
R.O.C Chen, Yi-Min M July 1, 2012 102,147 Director, Defense System and Technology
Management; Technology Implementation;
Aircraft Maintenance and Avionics; Military
Aircraft Programs, AIDC;
Bachelor and Master in Aerospace Engineering,
ChungChengInstitute of Technology.
Vice
President
R.O.C Ho, Poa-Hua M November 11, 2015 129,739 54,961 VP, Aero Engine Factory; Director, Quality
Assurance; Deputy Director, Manufacturing,
AIDC;
Senior Specialist, Aircraft Factory, AIDC/CSIST,
B.S. in Mechanical Engineering, Feng Chia
University
Director,
International
Turbine
Engine
Company, LLC
Vice
President
R.O.C. Du, Shiu-Chun M February 1, 2016 143,260 Director, Strategy and Legal Affairs; Director,
Engineering; Director, IT, AIDC;
Ph.D. in Mechanical Engineering, National
Taiwan University
Vice
President
R.O.C. Lo, Ching-Chi M August 8, 2017 100,020 Director, Procurement; Director, Business;
Director, Commerical Business Development,
AIDC;
BS in Industrial Design, National Cheng Kung
University
Vice
President
R.O.C. Huang,
Shu-Yuan
F September 28, 2018 134,565 123,774 Director, Finance & Accounting; Ph.D. in
Business, Feng Chia University

16

3. Remuneration of Directors, Supervisors, President and Vice Presidents

3.1 Remuneration of Directors December 31, 2018 / Units:NT$ thousands;%

Remun Remun Remun Remun eration eration eration eration Ratio of Total Ratio of Total Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Relevant Remuneration Received byDirectors who are also Employees Ratio of Total Ratio of Total Compensation
Directors’ Remuneration
ABCD N
Salary, Bonuses, and Compensation
ABCDEFG
paid to
Base Compensation(A) Severance Pay(B) Remuneration(C) Allowances(D) (+++) to et
Income(%)
Allowances(E) Severance Pay(F) Employee Remuneration (G) (++++++) to
Net Income(%)
Directors from
an Invested
Name
Title Companies in Companies in Companies in Companies in Companies in Companies in Companies in Companies in the Companies in Company other
(Note 1)
The the the the the the the the consolidated the than the
consolidated The consolidated The consolidated The consolidated The consolidated The consolidated The consolidated The company financial The consolidated Company’s
company
financial
company
financial
company
financial
company
financial
company
financial
company
financial
company
financial

statements
company
financial

Subsidiary
statements statements statements statements statements statements statements Cash Stock Cash Stock statements
Chairman Liao, Jung-Hsin
(MOEA Rep.)
2248 0 15,127 0 0.8306% 12,184 0 47 0 47 0 1.4152% 0
Executive Director Lin, Nan-Juh
(MOEA Rep.)
Director Chien, Feng-Yuan
(MOEA Rep.)
Director Chang, Ming-Pin
(MOEA Rep.)
Director Shieu, Fuh-Sheng
(MOEA Rep.)
Director Yu, Cheng-Tao
(MOEA Rep.)
Director Hsu, Chung-Ming
(MOEA Rep.)
Director Pao, Chuan
(MOEA Rep.
(Note 1)
Director Yu, Cheng-Te
(MOEA Rep.)
(Note 1)
Director Po, Horng-Huei
(NDIDF Rep.)
Executive and
Independent Director
Chan, Chia-Chang
Executive and
Independent Director
Pan, Wei-Ta
(Note 1)
Independent
Director
Chen, Yin-Chin
Independent
Director
Hsu, Yung-Hao
(Note 1)
Independent
Director
Jeng, Huan-Guei
(Note 1)

*Except those disclosed in the above table, remuneration received by directors for providing service to all companies in the consolidated financial statements (e.g. consultancy

17

service without the title of an employee) in recent years : None

Note 1:The 8th term of Board of Directors were elected during Annual Shareholders' Meeting on Jun. 26, 2018. Note 2:The calculation base depends on the individual tenure. Note 3:The amount is accrued, and hasn’t been issued yet.

Remuneration Paid to Directors

Name of Directors Name of Directors Name of Directors Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
Bracket
Companies in the consolidated financial statements Companies in the consolidated financial statements
The company The company
(H) (I)
Under NT$ 2,000,000 Liao, Jung-Hsin; Lin, Nan-Juh; Chien, Feng-Yuan;
Chang, Ming-Pin; Shieu, Fuh-Sheng; Yu,
Cheng-Tao; Hsu, Chung-Ming; Pao, Chuan; Yu,
Cheng-Te; Po, Horng-Huei; Chan, Chia-Chang;
Pan, Wei-Ta; Chen, Yin-Chin; Hsu, Yung-Hao;
Jeng,Huan-Guei;NDIDF
Same as left Chien, Feng-Yuan; Chang, Ming-Pin; Shieu,
Fuh-Sheng; Yu, Cheng-Tao; Hsu, Chung-Ming;
Pao, Chuan; Yu, Cheng-Te; Po, Horng-Huei;
Chan, Chia-Chang; Pan, Wei-Ta; Chen,
Yin-Chin; Hsu, Yung-Hao; Jeng, Huan-Guei;
NDIDF
Same as left
NT$2,000,000 ~ NT$5,000,000 Lin,Nan-Juh Same as left
NT$5,000,000 ~ NT$10,000,000 Liao,Jung-Hsin Same as left
NT$10,000,000 ~ NT$15,000,000 Ministryof Economic Affairs Same as left Ministryof Economic Affairs Same as left
NT$15,000,000 ~ NT$30,000,000
NT$30,000,000 ~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 17persons Same as left 17persons Same as left

3.2 Compensation of President and Vice Presidents December 31, 2018 / Units:NT$ thousands;%

Til N Salary(A) Salary(A) Bonuses and Bonuses and Ratio of Total Compensation Ratio of Total Compensation
Severance Pay(B) Employee Remuneration (D)
(Note1) Allowances(C) (A+B+C+D) to Net Income (%)
Companies in
Companies in
Companies in
Companies in the
lidd
Compensation paid to the President and Vice
Pid f Id C h h
Companies in the
te ame The company the
consolidated

The
the
consolidated

The
the
consolidated

The company
consoate
financial
The company
consolidated
resent rom an nveste ompany oter tan
the Company’s Subsidiary

financial

company

financial

company

financial

statements
financial
statements
statements statements statements Cash Stock Cash Stock
President Lin,Nan-Juh 11,856 11,856 0 0 7,953 7,953 146 0 146 0 0.9538% 0.9538% 0
Vice
President
Chen, Yi-Min
Vice
President
Ho, Poa-Hua
Vice
President
Du, Shiu-Chun
Vice
President
Lo, Ching-Chi
Vice
President
Huang,
Shu-Yuan(Note 1)

18

Note 1: The remuneration to managerial officers is calculated on a yearly basis for FY 2018. Huang, Shu-Yuan was appointed on Sep. 28, 2018.

Remuneration Paid to President and Vice Presidents

Name of President and Vice Presidents Name of President and Vice Presidents
Bracket
The company Companies in the consolidated financial statements
Under NT$ 2,000,000 Huang, Shu-Yuan Same as left
NT$2,000,000 ~ NT$5,000,000 Lin, Nan-Juh; Chen, Yi-Min; Ho, Poa-Hua; Du, Shiu-Chun, Lo,
Ching-Chi
Same as left
NT$5,000,000 ~ NT$10,000,000
NT$10,000,000 ~ NT$15,000,000
NT$15,000,000 ~ NT$30,000,000
NT$30,000,000 ~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 6 persons 6 persons

3.3 Employee Remuneration of Managerial Officers

Dec 31, 2018 / Unit: NT$ thousands

Ratio of Total
Title Name Shares Total Cash Total Total Remuneration to Net
Income(%)
Managerial
Officers
President Lin, Nan-Juh 0 146 146 0.0070%
Vice President Chen, Yi-Min
Vice President Ho, Poa-Hua
Vice President Du, Shiu-Chun
Vice President Lo, Ching-Chi
Vice President Huang, Shu-Yuan

Note1: Pursuant to the Articles of Incorporation, managerial officers refers to president and vice president. Above table list the managerial officers (vice president) whose employee remuneration will submmitted to the Board for resolution.

Note2: The amount is accrued, and hasn’t been issued yet. Employee remuneration is calculated based on individual tenure. Note3: President didn’t receive employee remuneration.

19

  • 3.4 Comparison of Remuneration for Directors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

A. The Ratio of Total Remuneration Paid by the Company and by all Companies included in the

Consolidated Financial Statements for the Most Recent Two Fiscal Years to Directors, Presidents and Vice Presidents of the Company, to the Net Income

Presidents and Vice Presidents of the Company, to the Net Income Presidents and Vice Presidents of the Company, to the Net Income Presidents and Vice Presidents of the Company, to the Net Income
Unit:NT$ thousands
2017 2018
Year
Companies in Companies in
the consolidated the consolidated
The company financial The company financial
statements statements
Identity
(Note) (Note)
Director fee 15,676 15,676 17,375 17,375
Director fee in proportion to corporate earnings (%) 0.8968% 0.8968% 0.8306% 0.8306%
Supervisor fee 0 0 0
Supervisor fee in proportion to corporate earnings (%) 0 0 0
Remuneration to the President and Vice Presidents 17,738 17,738 19,954 19,954
Remuneration to the President and Vice Presidents in
proportion to corporate earnings(%)
1.0148% 1.0148% 0.9538% 0.9538%

Note:The remuneration listed above does not include employee remuneration.

B. The Policies, Standards, and Portfolios for the Payment of Remuneration, the Procedures for Determining Remuneration, and the Correlation with Business Performance

Pursuant to the Articles of Incorporation, remuneration to directors (including chairman and independent directors) shall be determined by the board of directors as authorized. Further, in the event of earnings, not more than 0.58% EBT shall be set aside as remuneration to directors, while not less than 0.58% and not more than 4.65% as bonus of employees; however if the Company sustains an accumulated loss, amount of which shall be set aside to cover the loss.

Pursuant to Subparagraph 2, Paragraph 2, Article 7 of “AIDC Remuneration Committee Charter”, performance evaluation and remuneration to directors and managers shall take the following as references including, industry average remuneration, the time invested by the individual, the responsibilities of the individual, the achievement of personal goals, the performance of undertaking other positions, the average salary of the same position in recent years in the Company, the performance of reaching short-term and long-term business objectives of the Company, the Company's financial status, etc., to assess the relevance of individual performance to the company's operating performance and future risks.

4. Implementation of Corporate Governance

4.1 Board of Directors

A total of 7 meetings of the board of directors were held in the previous period (A). Attendance of directors and supervisors was as follows:

Title Name Attendance
in Person
(B)
By
Proxy
Attendance
Required(A)
Attendance
Rate (%)
B/A
Remarks

20

Chairman Liao, Jung-Hsin
(MOEA Rep.)
7 0 7 100.00% Re-elected on June 26,
2018
Executive
Director
Lin, Nan-Juh
(MOEA Rep.)
7 0 7 100.00% Re-elected on June 26,
2018
Director Pao, Chuan
(MOEA Rep.)
2 0 2 100.00% Discharged on June 26,
2018
Director Chang, Ming-Pin
(MOEA Rep.)
5 0 5 100.00% Appointed on June 26, 2018
Director Shieu, Fuh-Sheng
(MOEA Rep.)
7 0 7 100.00% Re-elected on June 26,
2018
Director Chien, Feng-Yuan
(MOEA Rep.)
7 0 7 100.00% Re-elected on June 26,
2018
Director Yu, Cheng-Tao
(MOEA Rep.)
7 0 7 100.00% Re-elected on June 26,
2018
Director Yu, Cheng-Te
(MOEA Rep.)
2 0 2 100.00% Discharged on June 26,
2018
Director Hsu, Chung-Ming
(MOEA Rep.)
5 0 5 100.00% Appointed on June 26, 2018
Director Po, Horng-Huei
(NDIDF Rep.)
4 3 7 57.14 % Re-elected on June 26,
2018
Executive
and Indepen-
dent Director
Pan, Wei-Ta 1 1 2 50.00 % Discharged on June 26,
2018
Executive
and Indepen-
dent Director
Chan, Chia-Chang 5 0 5 100.00% Appointed on June 26, 2018
Independent
Director
Hsu, Yung-Hao 2 0 2 100.00 % Discharged on June 26
Independent
Director
Jeng, Huan-Guei 2 0 2 100.00 % Discharged on June 26
Independent
Director
Chen, Yin-Chin 5 0 5 100.00% Appointed on June 26, 2018
Note: Attendance rate (%) is calculated by the required and actual attendances during the tenure of each director.
Important notice:
I. For the Board of Directors meetings that meet any of the following descriptions, details such as the date and session of the
meeting, contents of the motion, opinions of all independent directors, and how the company responded to their opionions
are disclosed in the following table:
(1)Particulars described in Article 14-3 of the Securities and Exchange Act.
Date
Session
Motions and subsequent actions
Particulars
described in
Article 14-3 of
the Securities
and Exchange
Act
Adverse or
qualified
opinions of
independent
directors
March 27,
2018
The 15th
session of the
7thterm of the
Board
 Donation for Hualien earthquake relief
 Business Report for FY 2017
 Allocation amount of remuneration to
employees and directors for FY 2017
 Financial Report for FY 2017
 Distribution of earnings for FY 2017
 Declaration of Internal Control for FY
2017
 The re-election of the 8thterm of the
Board
 Lift the ban of non-compete on directors
and their representatives elected to the
new term of office
 Calling for the regular session of the
General Meeting in FY 2018
 Bonus of Chairman, President, Vice
Presidents and managerial officers
concerned for FY 2017
Yes
Yes
No
No

21

 Principles for bonus of Chairman,
President, Vice Presidents and
managerial officers concerned for FY
2018
 AIDC early retirement scheme for FY
2019
Yes No
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending members
May 8,
2018
The 16thsession
of the 7thterm
of the Board
 Qualification review of director and
independent director nominees by
shareholders
 Lift the ban of non-compete on the
director nominees for the 8th term
Number of independent directors attending in person: 3
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending members
June 26,
2018
The 1stspecial
session of the
8thterm of the
Board
 The elections of 8th term of Executive
Director of the Board
 The election of AIDC Chairman
 The election of AIDC President
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending (including proxy) members
August 9,
2018
The 1stsession
of the 8thterm
of the Board
 2018 Q2 Consolidated Financial Report
 Appointment of the 3rd term of
Remuneration Committee members
 Amendment to “Division of Powers and
Obligations of Board of Directors,
Chairman and President”
Yes None
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending (including proxy) members
September
28, 2018
The 2ndspecial
session of the
8thterm of the
Board
 Apponitment of one Senior
Vice-President
 Change of Director of Finance
Department
 Change of Chief Audit Officer of Internal
Audit Office
 Amendment to AIDC Organizational
Charter
Yes
Yes
None
None
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending (including proxy) members
November
9, 2018

The 3rd
session of the
8thterm of the
Board
 The replacement of Remuneration
Committee member
 Appointment of Managing Officer for
handling derivatives trading procedure
 AIDC 2019 Unsecured Corporate Bond
Yes
Yes
None
None

22

issue
 Internal Audit Plan for FY 2019
Yes None
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending (including proxy) members
December
14, 2018
The 4th
session of the
8thterm of the
Board
 Business Plan for FY 2019
 Adjustment to remuneration of
directors
 Execution expenses of members of
Audit/Quasi-Audit Committee
 Appointment of President of AIDC USA
LLC
 AEF TCF construction project
 Disposal of AEF ceramic core shop
naturalgaspipeline attachments
Yes
Yes
None
None
Number of independent directors attending in person:2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending (including proxy) members
January
21, 2019
The 5th
session of the
8thterm of the
Board
 By-election of one Independent Director
 Lift the ban of non-compete on directors
elected to the office
 Amendment to AIDC Corporation
Charter (Articles of Incorporation)
 Calling for the regular session of the
General Meetingin FY 2019
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending members
March 18,
2019
The 2nd special
session of the
8th term of the
Board
 By-election of two Executive Directors:
Director Hu, Kai-Hung and Director Ma,
Wan-June were elected to fill in the
designated tenure from March 18, 2019
to June 25, 2021
 Election of AIDC Chairman: Executive
Director Hu, Kai-Hung was elected
among 3 Executive Directors as AIDC
Chairman to fill in the designated tenure
from March 18, 2019 to June 25, 2021
 Discharge and appointment of AIDC
President: (1) Mr. Lin, Nan-Juh was
discharged as AIDC President by
resolution of all attending members,
effective March 18, 2019. (2) Mr. Ma,
Wan-June was appointed as AIDC
President by resolution of all attending
members, effective March 18, 2019.
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None

23

II. Resolution: Passed by all attending members Resolution: Passed by all attending members Resolution: Passed by all attending members Resolution: Passed by all attending members Resolution: Passed by all attending members
March 28,
2019
The 15th
session of the
7thterm of the
Board
 Business Report for FY 2018
 Allocation amount of remuneration to
employees and directors for FY 2018
 Financial Report for FY 2018
 Distribution of earnings for FY 2018
 Declaration of Internal Control for FY
2018
 Project Finance Plan
 Amendment to the “AIDC Procedures
for Assets Acquisition and Disposition”
 Establishment of the regulation of “AIDC
Standard Operating Procedure for
Handling the Requirements of the
Directors”
 Bonus of Chairman, President, Vice
Presidents and managerial officers
concerned for FY 2018
Number of independent directors attending in person: 2
Opinions of independent directors: None
Company’s response to independent directors’ opinions: None
Resolution: Passed by all attending members
Date of Board
Session
Content of the Motion Reasons for the
Avoidance of
Conflict of Interest
Voting
March 27, 2018, 7th
term, 15thBOD
meeting
Bonus of Chairman,
President, Vice Presidents
and managerial officers
concerned for FY 2017
Personal bonus Chairman Liao, Jung-Hsin and
President Lin, Nan-Juh
entered recusal during
discussion and voting
March 27, 2018, 7th
term, 15thBOD
meeting
Principles for bonus of
Chairman, President, Vice
Presidents and managerial
officers concerned for FY
2017
Personal bonus Chairman Liao, Jung-Hsin and
President Lin, Nan-Juh
entered recusal during
discussion and voting
June 26, 2018, 8th
term, 1stspecial BOD
meeting
Appointment of AIDC
President
Personal
appointment
President Lin, Nan-Juh entered
recusal during discussion and
voting
August 9, 2018, 8th
term, 1stBOD
meeting
Appointment of the
Third-Term Remuneration
Committee
Personal
appointment
Independent Director Chan,
Chia-Chang, Independent
Director Chen, Yin-Chin and
Director Chang, Ming-Pin
entered recusal during
discussion and voting
December 14, 2018,
8thterm, 4thBOD
meeting
Bonus adjustment of
Directors
Personal bonus Director Chien, Feng-Yuan,
Director Chen, Yin-Chin, and
Director Shieu, Fuh-Sheng
entered recusal during
discussion and voting.
Chairman Liao, Jung-Hsin
didn’t vote in proxy of Director
Po, Horng-Huei.
December 14, 2018,
8thterm, 4thBOD
meeting
Execution expenses of
members of
Audit/Quasi-Audit
Committee
Personal bonus Independent Director Chan,
Chia-Chang, and Independent
Director Chen, Yin-Chin
entered recusal during
discussion and voting.
March18, 2019 Appointment of AIDC Personal President Ma, Wan-June

24

8thterm, 2ndspecial
President
appointment entered recusal during
BOD meeting discussion and voting
III. The evaluation of the objective the Board in fortifying its function (e.g., the establishment of the Audit Committee,
enhancement of transparency in disclosure) in current year and the previous years, and the pursuit of the objective:
(I) Fortification of the function of the Board:
AIDC has 3 independent directors, with specialties in finance, law and aviation safety, who shall provide sound
and professional recommendations to Board of Directors on matters relating to internal audit, business and finance.
Functional committees of the Board of Directors including Audit Committee and Remuneration Committee
comprising all the independent directors have been set up. They shall provide Board of Directors professional and
impartial review comments to ensure the integrity of company’s financial and non-financial reports, effectiveness of
internal audit system, improve remuneration system of directors and management. However, during the Board
election held on 26 June 2018, the number of independent directors failed to meet the requirements of three
persons with one vacancy, which according to Articles 14-2 of the Securities and Exchange Act a by-election shall be
held to fill the vacancy. In order to implement corporate governance, a quasi-Audit Committee was formed in
September by the entire independent directors (2 members) to continue executing the powers of the Audit
Committee until the vacancy is filled. Furthermore, to consolidate corporate governance, and to establish the
communication and interactive mechanism between the Board and the shareholders, AIDC set up Investor Relations
section on website which provides the major resolutions of the Board and financial information etc, and also set up
the Board mailbox to enhance mutual understanding of the objectives of the Company, push forward the
sustainable development of the Company, and ensure the agreement of long term interest between the Company
and shareholders.
(II) Enhancement of transparency in disclosure:
The financial statements of AIDC were audited and certified by the certified public accountants of Deloitte &
Touché Taiwan. As required by law, AIDC has appointed designated personnel to disclose relevant areas of
information, and made announcement on the revenue and financial reports and called for institutional investor
conferences at regular intervals. AIDC has established a viable spokesman system to ensure the timely disclosure of
vital information for the reference of the shareholders and stakeholders on the financial position and the operation
of the Company.
(III) Evaluation of the performance of the Board:
 Pursuantto”Regulations Governing Procedure for Board of Directors Meetings of Public Companies” AIDC
developed “Regulations Governing Procedure for Board of Directors Meetings” as a guideline for the BOD
meeting and for consolidation of corporate governance. Attendances of directors were posted on the MOPS and
major resolutions of the board meetings were disclosed on AIDC website.
 Pursuant to Article 14-4 of Securities and Exchange Act, AIDC Corporate Charter adopts the establishment of an
audit committee that is composed of entire number of independent directors; and pursuant to 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“ adopts establishment of a remuneration committee,
which by resolution of the board is composed of entire number of independent directors.
 Per the amendments by Ministry of Economic Affairs to “Company Act” dated August 1, 2018, AIDC reviewed its
regulations on dividend policy and business operation, and submitted the amendment to “Articles of
Incorporation” for Board approval, and will submitted the amendment to Annual Shareholders' Meeting for
resolution.
 To consolidate implementation of internal control, the matters that require authorization of the Board were
submitted accordingly for resolution and implementation. Matters specified in Articles of Incorporation and
Articles 14-3 and 14-5 of Securities and Exchange Act, that are subject to the consent of audit committee
(quasi-audit committee) or resolution of the Board were so executed and implemented. The annual and
semi-annual financial reports were so executed per Article 14-5 of the Securities and Exchange Act and Article 8
of Regulations Governign the Exercise of Powers by Audit Committee of Public Companies.
 AIDC has been dedicated to implementing corporate governance, and has adopted the candidate nomination
system for elections of directors, and re-electd Directors of 8thterm of the Board on Shareholders’ Meeting on
June 26, 2018.
 Pursuant to the corporate governance evaluation indicators announced by Taiwan Securities Exchange each year,
AIDC has been working on self-evaluations and improvements on dimensions including “Protecting Shareholders
Rights and Interests and Treating Sharholders Equitably”, “Enhancing Board Composition and Operation”,
“Increasing Information Transparency”, “Putting Corporate Social Responsibility into Practice”, and “Continuing
Education/Trainingof Directors”. For the function andperformance evaluation of the Board, please refer to this

25

Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
Chapter, Paragraph 4.3 ”Corporate Governance Execution”.
(IV) The protection of the Directors and Supervisors by professional liability insurance:
With respect to liabilities resulting from the directors and company exercising their duties during their terms of
occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the
wrongdoings or negligence of the directors or company, the Company has taken out liability insurance with Chung
Kuo Insurance on June 28, 2018 for all directors and managerial team for FY 2018. Pursuant to Article 39 of
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company reported the
insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out at the
8thterm, 1stsession board meeting on Aug. 9, 2018 on record. Details of liability insurance for directors and
managerial team are posted on the MOPS.
(V) Continuing Education/Training of Directors in 2018:
Title
Name
Date First
Elected
Date
Elected
AttendingDate
Host by
Course Title
Hours
Total
From
To
Chairman
Liao,
Jung-Hsin
March 2,
2015
June 26,
2018
October 15,
2018
October 15,
2018
Financial
Supervisory
Commission
The 12th Taipei Corporate
Governance Forum
6
9
November 2,
2018
November 2,
2018
Business Weekly
ESG Forum
3
Executive
Director
Lin,
Nan-Juh
July 5, 2017
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
9
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Co-opetition and Challenges
of Taiwan Enterprises; and
Inspiration of New Company
Act
3
September
9, 2018
September 9,
2018
Dadushan Industrial
Innovation
Foundation
Let Taiwan Enterprises be
Recognized
Globally-ApplyingM&A Law
3
Director
Chien,
Feng-Yuan
October 17,
2014
June 26,
2018
August 1,
2018
August 1,
2018
Taiwan Insurance
Institute
Cyber Insurance and
Corporate Governance
3
6
September
19, 2018
September
19, 2018
Taiwan Corporate
Governance
Association
The 14thInternational
Corporate Governance
Summit Forum
3
Director
Chang,
Ming-Pin
June 26,
2018
June 26,
2018
November 7,
2018
November 7,
2018
Securities & Futures
Institute
Case Study of Offenses of
Breach of Trust by Directors
and Supervisors
3
6
November
13, 2018
November
13, 2018
Securities & Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3
Director
Shieu,
Fuh-Sheng
July 22,
2016
June 26,
2018
August 3,
2018
August 3,
2018
Taiwan Corporate
Governance
Association
How do Directors lead tehe
company to react to the
everchanging technological
environment
3
6
December
14, 2018
December
14, 2018
Taiwan Corporate
Governance
Association
Exploit Competence of
Directors to Consolidate
Corporate Governance
3
Director
Yu,
Cheng-Tao
December
18, 2017
December
18, 2017
March 30,
2018
March 30,
2018
Taiwan Corporate
Governance
Association
Case Study on Business
Management and News
Crisis Management
3
12
June 26,
2018
July 13, 2018
July 13, 2018
Securities & Futures
Institute
2018 Seminar on
Regulations Governing Share
Change of Insider of Public
Companies and
Non-exchange-listed or
Non-OTC-listed Companies
3
AttendingDate
Date First Date
Title Name
Elected

Elected
From To Host by Course Title Hours Total
Financial
October 15, October 15, The 12th Taipei Corporate
Supervisory 6
2018 2018 Governance Forum
Liao, March 2, June 26, Commission
9
Chairman Jung-Hsin 2015 2018
November 2, November 2,
Business Weekly ESG Forum 3
2018 2018
2018 Seminar on
Regulations Governing Share
Securities & Futures Change of Insider of Public
July 13, 2018 July 13, 2018 3
Institute Companies and
Non-exchange-listed or
Non-OTC-listed Companies
Executive Lin, June 26,
July 5, 2017 Co-opetition and Challenges 9
Director Nan-Juh 2018 Dadushan Industrial
September September 9, of Taiwan Enterprises; and
Innovation 3
9, 2018 2018 Inspiration of New Company
Foundation
Act
Dadushan Industrial Let Taiwan Enterprises be
September September 9,
Innovation Recognized 3
9, 2018 2018
Foundation Globally-ApplyingM&A Law
August 1, August 1, Taiwan Insurance Cyber Insurance and
3
2018 2018 Institute Corporate Governance
Chien, October 17, June 26,
Director 6
Feng-Yuan 2014 2018 Taiwan Corporate The 14thInternational
September September Governance Corporate Governance 3
19, 2018 19, 2018
Association Summit Forum
Case Study of Offenses of
November 7, November 7, Securities & Futures
Breach of Trust by Directors 3
2018 2018 Institute
Chang, June 26, June 26, and Supervisors
Director 6
Ming-Pin 2018 2018
November November Securities & Futures Case Study on Corporate
3
13, 2018 13, 2018 Institute Financial Statement Fraud
How do Directors lead tehe
Taiwan Corporate
August 3, August 3, company to react to the
3
Governance everchanging technological
Shieu, July 22, June 26, 2018 2018
Director Association environment 6
Fuh-Sheng
2016
2018
Taiwan Corporate Exploit Competence of
December December
Governance Directors to Consolidate 3
14, 2018 14, 2018
Association Corporate Governance
Taiwan Corporate Case Study on Business
December March 30, March 30,
Governance Management and News 3
18, 2017 2018 2018
Association Crisis Management
2018 Seminar on
Yu, December
Director Regulations Governing Share 12
Cheng-Tao 18, 2017
June 26, Securities & Futures Change of Insider of Public
3
2018 July 13, 2018 July 13, 2018 Institute Companies and
Non-exchange-listed or
Non-OTC-listed Companies

26

2018 Professional
September September
Ministry of Labor Competences Training for 9
13, 2018 13, 2018
Labor Directors
2018 Seminar on
Regulations Governing Share
Securities & Futures Change of Insider of Public
3
Hsu, July 13, 2018 July 13, 2018 Institute Companies and
Director Chung-Mi June 26, June 26, Non-exchange-listed or 12
2018 2018
ng Non-OTC-listed Companies
September September 2018 Professional
Ministry of Labor Competences Training for 9
13, 2018 13, 2018
Labor Directors
Taiwan Corporate Case Study on Major
May 11,
May 11, 2018 Governance Corporate Economic Crimes 3
2018
Pao, January 5, January 5, Association and the Legal Liablity
6
Director Chuan 2016 2016 Taiwan Corporate
Hidden Key Messages of
June 1, 2018 June 1, 2018 Governance 3
Finanacial Reports
Association
Taiwan Corporate Case Study on Business
Director Yu, December June 23, May 30, May 30, 2018 Governance Management and News 3 3
Cheng-Te 23, 2014 2015 2018 Association Crisis Management
2018 Seminar on
Regulations Governing Share
Securities & Futures Change of Insider of Public
Executive 3
Chan, July 13, 2018 July 13, 2018 Institute Companies and
and
Chia-Chan June 26, June 26, Non-exchange-listed or 6
Independent 2018 2018
g Non-OTC-listed Companies
Director Taiwan Corporate Case Study on Corporate
July 27, 2018 July 27, 2018
Governance

Competitiveness and
3
Association Innovation
Review of New Corporate
Securities & Futures Governance Roadmap and
July 11, 2018 July 11, 2018 3
Institute Reinforcemet of Goverance
Independent Chen, June 26, June 26,
Mechanism 6
Director Yin-Chin 2018 2018
August 2, August 2, Securities & Futures Case Study on Prevention of
3
2018 2018 Institute Business Bribery
Chinese National
Case Study on Major
March 22, March 22, Association of
Executive Corporate Economic Crimes 3
and Pan, June 23, June 23, 2018 2018 Industry and and the Legal Liablity
6
Commerce(CNAIC)
Independent Wei-Ta 2015 2015 Applying Big Data Analysis to
Director April 18,
April 18 2018 Taiwan Securities Improve Operational 3
2018 , Association
Performance

4.2 Audit CommitteeAttendance of Supervisors for Board Meeting

A. Audit Committee

AIDC Audit Committee was set up on June 23, 2015, comprising 3 independent directors. A total of 2 meetings were held from Jan. 1, 2018 to May 31, 2018. However, during the Board election held in June 2018, the number of independent directors failed to meet the requirements of three persons with one vacancy. In order to implement corporate governance, a quasi-Audit Committee was formed in September by the entire membership (2 members) to continue executing the powers of the Audit Committee. Implementation status of Audit Committee /quasi-Audit Committee from January 2018 to March 2019 includes:

  1. Review Financial report, Business Report, and Distribution of earnings for FY 2017 and 2018

  2. Review Effectiveness of Internal Control

27

  1. Review the change of Director of Finance Department and Chief Audit Officer of Internal Audit Office

  2. Review important investment project

  3. Review AIDC Risk Management Report

  4. Review the adoption of IFRS 16 Leases Standard

  5. Review the assessment report on the independence and competency of the CPA firm

  6. Review Internal Audit Report

A total of 3 meetings were held from Sep. 1, 2018 to Mar. 31, 2019; attendance of the committee members was as follows:

Title Title Name Name Attendance in
Person (B)
Attendance in
Person (B)
By Proxy Attendance rate
(B/A)
(%) Remarks
Independent
Director
Jeng,
Huan-Guei
2 0 100.00% Previous term
Executive and
Independent
Director
Pan, Wei-Ta 2 0 100.00% Previous term
Independent
Director
Hsu,
Yung-Hao
2 0 100.00% Previous term
Executive and
Independent
Director
Chan,
Chia-Chang
3 0 100.00% Current term
Independent
Director
Chen,
Yin-Chin
3 0 100.00% Current term
Important notices:
1. Matters specified in Article 14-5 of Securities and Exchange Act:
Date
Session
Motions
Resolution
Action Status
March 27,
2018
The 15thsession
of the 7thterm of
the Board
 Business Report for FY
2017
 Financial report for FY
2017
 Distribution of
earnings for FY 2017
 Declaration of internal
control for FY 2017
Submit to the
Board for
approval
Approved by the Board
August 9,
2018
The 1stsession of
the 8thterm of the
Board
 Q2 2018 Consolidated
Financial Report
Submit to the
Board for
approval
Approved by the Board
September
28, 2018
The 2ndsession of
the 8thterm of the
Board
 Change of Director of
Finance Department
 Change of Chief Audit
Officer of Internal
Audit Office
Submit to the
Board for
approval
Approved by the Board
March 28,
2019
The 6th session of
the 8thterm of the
Board
 Business Report for FY
2018
 Financial report for FY
2018
 Distribution of
earnings for FY 2018
 Declaration of internal
control for FY 2018
Submit to the
Board for
approval
Approved by the Board
2. There was not matter that required recusal of independent directors in 2018.
3. Communications between independent directors, internal auditor and CPA firm from Jan.1, 2018 to
Mar.31, 2019
3.1 Communications between independent directors and internal auditor from Jan.1, 2018 to Mar.31,
2019: Independent directors and internal auditor maintain good communication as follows:
Act:
Date Session Motions Resolution Action Status
March 27,
2018
The 15thsession
of the 7thterm of
the Board
 Business Report for FY
2017
 Financial report for FY
2017
 Distribution of
earnings for FY 2017
 Declaration of internal
control for FY 2017
Submit to the
Board for
approval
Approved by the Board
August 9,
2018
The 1stsession of
the 8thterm of the
Board
 Q2 2018 Consolidated
Financial Report
Submit to the
Board for
approval
Approved by the Board
September
28, 2018
The 2ndsession of
the 8thterm of the
Board
 Change of Director of
Finance Department
 Change of Chief Audit
Officer of Internal
Audit Office
Submit to the
Board for
approval
Approved by the Board
March 28,
2019
The 6th session of
the 8thterm of the
Board
 Business Report for FY
2018
 Financial report for FY
2018
 Distribution of
earnings for FY 2018
 Declaration of internal
control for FY 2018
Submit to the
Board for
approval
Approved by the Board

28

Date Method
Motioins
Resolution
March 20,
2018
Meeting
 Q4 2017 Internal Audit Report
 Declaration of Internal Control for
FY 2017
Consented to the contents of
the report and declaration;
submitted to the BOD by
Audit Office.
Consented to the
April 24,
2018
Meeting
Q1 2018 Internal Audit Report
amendment; submitted to
the BOD for approval by Audit
Office
August 9,
2018
Meeting
Q2 2018 Internal Audit Report
Consented to the contents of
the report; reported to the
BOD byAudit Office
September
20, 2018
Meeting
Internal Audit Report on June and
July 2018
Consented to the contents of
the report; reported to the
BOD byAudit Office
October 29,
2018
Meeting
Internal Audit Report on July and
August 2018
Consented to the contents of
the report; reported to the
BOD byAudit Office
March 21,
2019
Meeting
 Q4 2018 Internal Audit Report
 Declaration of Internal Control for
FY 2018
Consented to the contents of
the report; reported to the
BOD byAudit Office
3.2 Communications between independent directors and CPA firm from Jan.1, 2018 to Mar.31, 2019:
Independent directors and and CPA firm maintain good communication as follows:
Date Method
Motions
Resolution
 CPA reported 2017
financial statement audit
results and key audit
matters.
March 20,
2018
Meeting
 Financial Report for FY 2017
 Adoption of IFRS 16 Leases
Standard
 CPA reported preliminary
impact assessment of
adopting IFRS 16 Leases
Standard.
All with good communication
with the independent
directors, the motion was
approved.
 CPA reported Q1 2018
financial report audit
results.
 CPA reported the
implementation of IFRS 16
April 24,
2018
Meeting
 Q1 2018 Financial Report
 Q2 Implementation of IFRS 16
Leases Standard
Leases Standard on Q2,
and report to the Board
for the follow-ups as
recommended by
Independent Directors.
All With good communication
with the independent
directors, the motion was
approved.
CPA provided Q2 2018
August 9,
2018
Meeting
 Q2 2018 Financial Report
 Q3 Implementation of IFRS 16
Leases Standard
financial report audit results,
and the implementation of
IFRS 16 Leases Standard on
Q3. With good
communication with the

29

independent directors, the
motion was approved.
October 29,
2018
Meeting  Q3 2018 Financial Report
 Implementation of IFRS 16 Leases
Standard
 Annual financial report audit plan
and key audit matters for FY 2018
CPA reported Q3 2018
financial report audit results,
the implementation of IFRS
16 Leases Standard, 2018
financial report audit plan
and key audit matters. With
good communication with
the independent directors
and the Company
management, the motion was
approved.
March 21,
2019
Meeting Financial Report for FY 2018 CPA reported 2018 financial
statement audit results and
key audit matters. With good
communication with the
independent directors, the
motion was approved.

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

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
I.
Has the Company
established best practice
principles of corporate
governance in accordance
with the “Best Practice
Principles of Corporate
Governance for
TWSE/GTSM-listed
Companies”?
AIDC has established the “Corporate Governance
Guideline for Aerospace Industrial Development
Corp.” and has uploaded the information to MOPS
and the official website of the Company.
http://www.aidc.com.tw/tw/investor/governance/
regulation
No Significant
Variation
II.
Shareholder structure and
equity
(I)
Has the Company
established the internal
procedures for responding
to the suggestions, queries,
disputes, and legal actions
of the shareholders and
comply with the procedures
in these matters?
(II)
Has the Company kept the
dominant shareholders in
control, and the list of the
final shareholders of these
dominant shareholders on


(I)
AIDC has called for the General Meeting of
Shareholders as required by law, and
responded to the opinions representing the
equity holding of the shareholders one by
one and kept as minutes on record. The
Company has also established the spokesman
system, mailbox of the Board and customer
service hotline, and the telephone and e-mail
for access to the Supervisors, Spokesman and
Deputy Spokesman.
(II)
AIDC has entrusted a share registration
service agent for assistance in handling share
registration, transfer and related matters for
the shareholders, and can keep the
dominant shareholders of the Companyin




No Significant
Variation
No Significant
Variation

30

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
track?
(III)
Has the Company
established and exercised
risk control between the
Company and its affiliates
and a firewall for such
purpose?
(IV) Has the Company
established internal code
for the prohibition of the
use of insider information
for securities trade before
going public?

control and the list of the final shareholders
of these dominant shareholders on track.
(III)
AIDC has established related operation
procedures for risk control.
(IV)
AIDC has established the “Aerospace
Industrial Development Corp. Guidelines for
Materiality Management and the Prevention
of Insider Trade”, and has been passed by
the Board of Directors.
No Significant
Variation
No Significant
Variation
III.
The organization and
functions of the Board
(I)
Has the Board mapped out
a plan for the diversity of its
members and properly
implemented the plan?

(I) According to the Amendment to the
“Corporate Governance Guideline for Aerospace
Industrial Development Corp.” and the Board
Election Procedure, the composition of BOD shall
consider diversification and has drawn up diversity
policy based on its operation, business model and
development, and all members of the Board shall
be qualified with a diversity of knowledge, skill
and competence in performing their duties. For
purpose of corporate governance, the Board with
the diverse abilities shall be capable of making
judgment on the operation, corporate
management, crisis management, and possess
industry knowledge, a broad view of the
international market, leadership, and
decision-making latitude. Composition of the BOD
elected on 26 June 2018 shareholders meeting
and the directors by-election on 18 March 2019
includes:
1. Total 10 directors, comprising one female
director (independent), and nine male
directors; with an average age of 59.14 years.
2. Qualification of Directors:
The academic degrees and specialties they
possess include; Master of Laws, Edinburgh
University; Ph.D. in Materials Science and
Engineering, Cornell University; War College
of National Defense University; Ph.D. in Power
Mechanical Engineering, National Tsing Hua
University; Master’s degree, Institute of Land
Administration Studies, National Chengchi

No Significant
Variation

31

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
(II)
Has the Company
voluntarilyestablished
University; and Ph.D. in Industrial Engineering
and Management,Aerospace Engineering.
They hold (or held) important positions in
domestic and foreign industries, government
agencies, universities and research institutes,
and have qualified professionalism.
3. Qualification of Independent Directors
One has a Ph.D. degree in Business
Administration, National Sun Yat-Sen
University,holds a management position in
the university, teaches financial and
management related courses, acts as an
independent director of a listed company, and
served as Commissioner, Review Panel of
Higher Education Evaluation and
Accreditation Council of Taiwan and
Commissioner, Financial Planning Association
of Taiwan.
One has a Ph.D. degree in Laws, National
Chung Hsing University),holds a management
position in the university, teaches financial
and ecomonic laws courses; experience
includes; supervisor and director of listed
companies; Commissioner of Fair Trade
Commission; Commissioner of Complaint
Review Board for Government Procurement,
Public Construction Commission Executive
Yuan; Advisor of Department of Nuclear
Regulation, Atomic Energy Council; Member
of Advisory Committee on Handling of State
Compensation Cases, Atomic Energy Council;
Commissioner of Laws and Regulations
Committee, MOEA; Commissioner of
International Trade Commission, MOEA;
Commissioner of Complaint Review Board,
MND; Member of Advisory Committee on
Handling of State Compensation Cases, MND;
Commissioner of Complaint Review Board for
Government Procurement, Taoyuan City
Government; and Commissioner of Medical
Review Board, Health Bureau.
Both independent directos possess the
required professionalism.
4. For the diversity and qualification of the BOD
members, please refer to AIDC website below.
http://www.aidc.com.tw/tw/investor/governa
nce.
(II)
Further to the establishment of the
Remuneration Committee an Audit


AIDC has not yet
established various

32

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
different types of functional
committees further to the
mandatory Remuneration
Committee?
(III)
Has the Company
established the regulations
governing the evaluation of
performance of the Board,
and has conducted routine
evaluation on performance
every year?
(IV) Has the Company
conducted routine
evaluation on the
independence of the
external auditors?

Committee was set up on June 23, 2015.
(III)
AIDC will formulate and implement
“Regulations for Board of Directors
Performance Evaluation”, with which
periodic evaluations on aspects such as
participation in the operation of the
company, board performance and target
attainment will be conducted every year.
(IV) AIDC conducted routine evaluation on the
independence of the external auditors:
1. AIDC set up an Audit Committee in June
2015, and one of its major functions is to
assess the independence and
competency of the external auditors.
2. The Audit Committee shall assess once a
year the independence and competency
of the CPA firm per following processes
and report the result to the Board:
2.1 The Company shall draw up a
questionnaire per the “No. 10
Bulletin of Norm of Professional
Ethics for Certified Public Accountant
of the Republic of China -Integrity,
Objectivity and Independence”, and
provide it with CPA firm’s declaration
of independence and its performance
report to the directors and major
management departments of the
Company for assessment, and shall
prepare the assessment report for
submittal to Audit Committee.
2.2 Confirm the audit is not conducted by
the same external auditors for more
than 7 consecutive years
3. To conform with coporate governance
principles and business operation, the
quasi-Audit Committee was established
by all the independent directors in
September 2018, and function as the
Audit Committee and implement its
related authorities before the Company
accomplishes the special election to fill
the seat of the Independent Director.
4. The assessment report on the
independence and competency of the
CPA firm for FY 2018 has been submitted

types of functional
committees.
No Significant
Variation
No Significant
Variation

33

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
to Quasi-Audit Committee on Oct. 29,
2018 and was approved and duly
recognized by the Board of Directors on
Nov. 9,2018.
IV.
Has the Company
established a full- (or part-)
time unit or personnel to
be in charge of corporate
governance affairs
(including but not limited
to; furnishing information
required by business
execution by directors and
supervisors, handling
matters relating to board
meetings and shareholders
meetings according to laws,
handling corporate
registration and
amendment registration,
and producing minutes of
board meetings and
shareholders meetings?

Pursuant to “Regulations Governing Procedure for
Board of Directors Meetings of Public Companies”
AIDC adopted the establishment of Executive
Office and designated full-time personnel to be in
charge of corporate governance affairs including;
handling matters and minutes relating to board
meetings and shareholders meetings, furnishing
information required for business execution by
directors and assisting them with legal
compliance, and fortifying the function of the
board. Further to improve corporate governance
unit of business management were charged with
implementation of CSR and internal control, and
finance unit with investor relations. The
abovementioned tasks are supervised by officers
who have at least three years of experience in
handling legal, financial or stock affairs.
Implementation status of 2018 include:
1. Planning the Appointment of corporate
governance officer according to “Operation
Directions for Appointment of Board of
Directors by TWSE Listed Companies”.
2. Calling of BOD meetings and shareholders
meeting per laws.
3. Producing, distributiing and disclosing the
minutes of board meetings and shareholders
meeting.
4. Assisting in onboarding and continuous
education of directors elected on 26 June 2018.
5. Furnishing information required for business
execution by director to facilitate
communication with AIDC management.
6. Assisting directors with legal compliance by
providing corporate governance related data
irregularly.
7. Urging management departments to follow
regulations and internal audit procedure;
reporting or soliciting approval of the BOD on
major financial issues to ensure the operation
with legal compliance.
8. Urging management departments to complete
periodical and irregular announcements and
reporting within the year and to complete
announcement of material information per
“Taiwan Stock Exchange Corporation
Procedures for Verification and Disclosure of

No Significant
Variation

34

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
Material Information of Companies with Listed
Securities” to ensure information transparency
and investor trading protection.
9. Completing incorporation change registration,
and factory registration per laws, and keeping
good management of the validity of
registration documents.
For AIDC corporate governance and major BOD
resolutions, please refer to the MOPS and AIDC
website(http://www.aidc.com.tw/tw/investor).
V.
Has the Company
established channels for
communications with the
stakeholders (including but
not limited to shareholders,
employees, customers and
suppliers) , and has reserved
a special zone for the
stakeholders in the website
with appropriate responses
to the issues of corporate
social responsibility
concerned by the
stakeholders?

There is a special zone reserved for stakeholders
(including but not limited to shareholders,
employees, customers and suppliers) on the web
pages of the AIDC website at
http://www.aidc.com.tw/tw/cse/stakeholder. All
the matters and issues of corporate social
responsibility concerned by the stakeholders will
be duly responded.
No Significant
Variation
VI.
Has the Company entrusted
a professional share
registration service agent
for handling matters related
the General Meeting of
Shareholders?
AIDC has entrusted Fubon Securities for handling
matters related to the General Meeting of
Shareholders
No Significant
Variation
VII.
Disclosure
(I)
Has the Company installed
a website for disclosure of
its financial information and
corporate governance
information?
(II)
Has the Company adopted
other means of disclosure
(e.g., the installation of a
website in English,
collection and disclosure of
information by designated
personnel, materialization
of the spokesman system,
minutes of the institutional
investor conference posted
at the website)?



(I) There is a special area reserved for corporate
governance on the AIDC website at
http://www/aidc.com.tw/tw/investor/gover
nance/principle posting information for the
viewing of the stakeholders. There is also a
link connecting to MOPS for disclosure of the
financial information and corporate
governance information on AIDC.
(II)
AIDC has designated personnel responsible
for the collection and disclosure of
information, and has installed a website in
the English language at
http://www.aidc.com.tw/tw. The spokesman
system is in place as required for responding
to relevant issues. The minutes of the
institutional investor conference have been
posted at the website for viewing.


No Significant
Variation
No Significant
Variation

35

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
VIII. Is there other vital
information that may help
to understand the pursuit
of corporate governance by
the Company (including but
not limiting to employee
rights and privileges,
employee care, investor
relation, supplier relation,
rights of the stakeholders,
continuing education of the
Directors and the
Supervisors, risk
management policy, the
implementation of the
standard of risk
assessment, the
implementation of
customer policy, the
protection of the Directors
and Supervisors by
professional liability
insurance)?

(I)
Employee rights and privileges and
employee care:
1. AIDC has established an industry labor
union and labor-management meeting as
the platform for two-way communication
between the management and the labor.
2. AIDC has also established an employee
welfare committee for providing fringe
benefits for the employees.
3. Employment of the physically and
mentally impaired for work.
(II)
Investor relation:
AIDC has disclosed information required for
disclosure at MOPS and the system of
spokesman and deputy spokesman for
responding to relevant issues to maintain
positive interactions and relation with the
investors.
(III)
Supplier relation:
AIDC is on good terms with the suppliers and
convened with each other regularly for
exchange of opinions. AIDC has requested
suppliers’ cooperation in compliance with
laws and regulations of environmental
protection, industrial safety and health, as
well as improvement of CSR.
(IV) Rights of the stakeholders: AIDC has
established the system of spokesman as the
channel for communications with the
stakeholders. AIDC has also established
special news zone and corporate governance
zone at its website for providing information
on the operation and financial position.
(V)
Continuing education of the Directors: In
2018 the status of continuing education of
the Directors has been disclosed at MOPS
and listed on page 27 of the Annual Report.
(VI) AIDC has established the “Risk Management
Guidelines” and formed a Risk Management
Committee in charge of risk assessment. The
Business Management Department
formulates Annual Risk Management Plan in
Q1, which contains risk policy, risk profile,
risk management list and risk strategy that
accords to operation strategy and goals and
risk management policy, and reports to Risk
Management Committee for approval. The
performance of previous year, the current
year risk policy and risk profile are reported
to Board of Directors for record.
(VII) Thepursuit of customerpolicy:
No Significant
Variation

36

Deviations from
“Corporate
Implementation Status
Governance
Best-Practice
Item
Principles for
TWSE/GTSM Listed
Y N Abstract
Companies” and
Reasons
AIDC has designated bodies for taking care of
customer issues.
(VIII) The protection of the Directors and
Supervisors by professional liability
insurance:
AIDC has taken professional liability
insurance coverage for the Directors and
managerial officers since 2014. The detailed
information could be found at MOPS.
IX. As per the corporate governance evaluation result for the last year announced by the Corporate Governance Center,
improvements and measures taken on yet improved matters are listed as below. AIDC being ranked in top 20% in
Corporate Governance Evaluation TWSE listed companies from 2015-2017, which demonstrated our efforts in
information disclosure.
1. Improvements made in year 2018:
(1) The Company has established Stakeholder Area on the website to provide channels for the Company to
communicate with stakeholders on major CSR issues.
(2) The board diversity policy and the capabilities evaluation of the Board has disclosed on annual report and official
website.
2. Priority matters and actions to be taken in 2018-2019:
(1) The Company will convene its 2019 Regular Shareholders’ Meeting by end of May.
(2) Complete pre-evaluation of “CSR Third Party Certification” in 2018 while evaluation is scheduled to complete in
2019.
(3) The Company is planning on the appointment of Corporate Governance officer.
(4) The Compnay is planning on establish Board of Directors Performance Evaluation.
(5) The results of the shareholders' meeting report to the designated Internet information reporting system on the
day of the shareholders' meeting.
(6) In compliance with Financial Supervisory Commission’s regulation, the Company shall continue to reinforce
corporate governance and information disclosure.

37

4.4 Composition, Responsibilities and Operations of Remuneration Committee

4.4.1 Professional Qualifications and Independence Analysis of Committee Members


Meet One of the Following Professional

Meet One of the Following Professional

Meet One of the Following Professional
Criteria

Qualification Requirements, Together with at
Independence Criteria (Note)
Least Five Years Work Experience
An Instructor or A Judge, Public Have Work
Higher Position Prosecutor, Experience in
in a Department Attorney, the Areas of
of Commerce, Certified Public Commerce, Number of
Law, Finance, Accountant, or Law, Other Public
Accounting, or Other Finance, or Companies
Remarks
Other Academic Professional or Accounting, in which the
Title Department Technical or Otherwise Individual is
Related to the Specialist Who Necessary Concurrently
Business Needs has Passed a for the 1 2 3 4 5 6 7 8 Serving as a
of the Company National Business of Committee
in a Public or Examination and the Company Member
Private Junior been Awarded a
College, College Certificate in a
or University Profession
Necessary for the
Business of the
Name
Company
Executive and
Independent
Director
Pan,Wei-
Da
0 Second
Independent
Director
Jeng,Hua
n-Guei
0 Second
Independent
Director
Hsu,
Yung-Ha
o
0 Second
Independent
Director
Chan,
Chia-Cha
ng
0 Third
Independent
Director
Chen,
Yin-Chin
0 Third
Director Zhang,
Ming-Bin
0 Third
(resigned
on Nov.
9,2018)
Other Xu,
En-De
0 Third
(appointe
d on Nov.
9, 2018)
  • Note:If Remuneration Committee members, during the two years before being elected or during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:

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

  • Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.

  • Not a nature-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other’s names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.

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

  • Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranks as one of its top five shareholders.

  • 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 a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof.

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

38

4.4.2 Operations of Remuneration Committee

The Remuneration Committee is comprised of three members for each term.

The tenure of the 2[nd] term committee members starts from August 12, 2015 and ends on June 22, 2018. The tenure of the 3[rd] term committee members starts from August 9, 2018 and ends on June 25, 2021. A total of 4 meetings of Remuneration Committee were held in the most recent period. Member attendance was as follows:

Title Name Attendance in
Person
By
Proxy
Attendance
Rate (%)

Remarks
(term)
Chair Pan,Wei-Ta 1 0 100% Second
Member Jeng,Huan-Guei 1 0 100% Second
Member Hsu,Yung-Hao 1 0 100% Second
Chair Chan,Chia-Chang 3 0 100% Third
Member Chen,Yin-Chin 3 0 100% Third
Member Zhang, Ming-Bin 1 0 100% Third
(resigned on Nov. 9,2018)
Member Xu, En-De 2 0 100% Third
(appointed on Nov. 9, 2018)

4.4.3 Important notices

Date Session Motions Resolution Action Status
March 2,
2018
The 10thsession of
the 2ndterm of the
Board
 Allocation of remuneration to
employees and directors for FY
2017
 Distribution of bonus of
managerial officers for FY 2017
 Principles for bonus of
managerial officers for FY 2018
Submit to the
Board for
approval
Approved by the
Board
September
6, 2018
The 1stsession of
the 3rdterm of the
Board
 Organizational Charter of
Remuneration Committee
 Resolutions and pending
matters of all previous terms of
Remuneration Committee
 Employees and directors
remuneration distribution
report for FY 2017
Agreed by all
attending
members
November
23, 2018
The 2ndsession of
the 3rdterm of the
Board
 Fees for attendance, audit and
transportation of
Audit/Quasi-Audit Committee
members
 Adjustment to remuneration of
directors
Submit to the
Board for
approval
Approved by the
Board
March 15,
2019
The 3rdsession of
the 3rdterm of the
Board
 Allocation of remuneration to
employees and directors for FY
2018
 Distribution of bonus of
managerial officers for FY 2018
Submit to the
Board for
approval
Approved by the
Board

4.5 Social Responsibility Implementation

Deviations from
“Corporate Social
Responsibility Best
Practice Principles
Item Implementation Status

39

for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
I.
Conduct of Corporate
Governance
(I)
Has the Company made
the policy or system of
corporate social
responsibility and has
review the effect of
implementation?
(II)
Has the Company
organized training
programs in corporate
social responsibility
regularly?
(III)
Has the Company
established a designated
body (part-time body) for
the advocacy of corporate
social responsibility with
the appointment of a
senior officer by the Board
for handling related affairs
with report to the Board
on the progress?
(IV) Has the Company made a
reasonable remuneration
policy and integrated the
employee performance
evaluation system and its
corporate social
responsibility policy, and
has also established a
clear-cut reward and
punishment system?



(I)
AIDC has explicitly established its corporate
social responsibility policy and reviewed its
implementation at regular intervals. The
content of the policy is elaborated below:
1. Duly observe applicable laws governing
corporate social responsibility and
perform the obligation as a corporate
citizen.
2. Treasure corporate governance and make
management information transparent to
protect the rights and privileges of the
stakeholders.
3. Concern for environmental protection,
energy saving, and carbon reduction for
protection of the environment on earth.
4. Provide a safe and healthy work
environment to protect the physical and
psychological health of the employees.
5. Concern for the disadvantaged and
participate in social charity positively.
(II)
AIDC has organized online training program
in corporate social responsibility for the
employees, and advocates the ideas of
corporate social responsibility through the
eNews column and routine meetings.
(III)
AIDC business management unit has
established “CSR Consultation Committee”
which is responsible for the advocacy of
corporate social responsibility, and in charge
of formulating CSR policy, system,
management guidelines and implementation
plan, and reporting to the Board on the result
at regular intervals. The CSR implementation
is also disclosed on the Company’s website
(http://www.aidc.com.tw/tw/cse).
(IV) Persuant to Article 28 of Articles of
Incorporation, in the event of earnings, the
Company shall set aside remuneration to
employees. AIDC has established the
“Guidelines for AIDC Human Resources
Spending Management” and “Regulations for
AIDC Payroll Management”, and by
incorporating corporate social responsibility
policy further developed the “Directions for
AIDC Business Performance Bonus” as a
guideline for remuneration distribution based
on the performance of the Company and
individual employee of the current year. In
addition, AIDC has also established the “AIDC
Criteria for Reward and Punishment” for fair
No Significant
Variation
No Significant
Variation
No Significant
Variation
No Significant
Variation

40

Deviations from
“Corporate Social
Implementation Status
Responsibility Best
Practice Principles
Item
for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
andjust reward andpunishment.
II.
Environment for
Sustainable Development
(I)
Has the Company
committed its effort in
upgrading the efficient use
of all resources and used
recycled materials for
mitigating the impact on
the environment?
(II)
Has the Company
established suitable
environmental
management system
relevant with its specific
industry feature?
(III) Has the Company paid
attention to the effect of
climate change on its
operation, and proceeds
to the inspection of
greenhouse gas,
establishment of energy
saving and carbon
reduction, and
greenhouse gas emission
reduction strategy?


(I)
(II)
(III)
AIDC continues its effort in supporting the
policy of the Environmental Protection
Administration in making green purchase, and
achieved 100% green purchase within the
green purchase category in 2018. AIDC has
installed Reverse Osmosis (ROR) wastewater
storage tank to improve water recovery in
manufacturing process, which increased from
20% in 2016 to 30% in 2018, and the water
recovery rate in Gang Shan factory has surged
to 58%.
Also AIDC is dedicated in renewable energy
promotion, and has installed solar-power
generation facilities both in Taichung and Gang
Shan. The GHG inventory and carbon emission
for the recent two years were disclosed in the
corporate social responsibility report at
website
http://www.aidc.com.tw/tw/cse/report.
AIDC has successfully passed the
accreditation of ISO-14001 by SGS since
December 1999, and has been accredited the
ISO-50001 system by SGS in December 2013
in energy management to ensure all
environmental management policies are in
conformity to environmental protection
policy of the Company, the lastest
accreditation are as follows:
1. ISO-14001: Valid from September 2018 to
October 2021.
2. ISO-50001: Valid from December 2016 to
December 2019.
AIDC has includes the effect of climate
change in the Risk Assessment explicitly
stated its energy policy , and set energy
saving target at 1% per year, the measures is
elaborated below:
1. Continue to reduce the consumption of
energy.
2. Continue the upgrading of energy
efficiency.
3. Continue to commit its effort in energy to
achieve the energy objective and
standard.
4. Duly abide applicable laws and other
requirements of energy.
5. Fully consider energy efficiency in the
design of facilities and equipment, and
related repairs.

No Significant
Variation
No Significant
Variation
No Significant
Variation

41

Deviations from
“Corporate Social
Implementation Status
Responsibility Best
Practice Principles
Item
for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
6. Efficient purchase and the use of
high-energy efficiency products and
service.
III.
Social Charity
(I)
Has the Company
established related
management policies and
procedures in accordance
with applicable legal rules
and international
conventions of human
rights?
(II)
Has the Company
established the
mechanism and channels
for the complaints of the
employees and properly
managed the channels?
(III)
Has the Company provided
a safe and healthy work
environment, and
provided labor safety and
health education for the
employees regularly?
(IV) Has the Company
developed the mechanism
for routine
communications with the
employees and informed
the employees of any
change in the operation
that maycause significant




(I)
AIDC will continue to enforce Labor Standards
Act, Employment Service Act, Act of Gender
Equality in Employment, and other applicable
legal rules for the protection of the rights and
privileges of the employees under law. With
due consideration of the International Bill of
Human Rights and the equal rights of men
and women, AIDC has established a Sexual
Harassment Complaints Review Committee to
ensure a gender equality working
environment for employees.
(II)
AIDC has established different channels for
filing complaints. Employees can file their
complaints via the intranet, employee
concern system, labor union,
labor-management meeting, and designated
channels. All complaints will be responded
properly.
(III) AIDC has duly observed the laws and
regulations governing health and safety
promulgated by the government and provided
the employees a healthy, safe, and clean work
environment. AIDC implements safety and
health management system and management
plan, and has been certified by occupational
safety and health management system OHSAS
18001 and CNS 15506 (formerly TOSHMS).
In 2018, AIDC provided a general physical
examination to 3,924 employees, low-dose
chest CT to managerial team, and special
physical examination and follow-up checkup
to employees engaged in special duties. In
addition, training of CPR and AED, medication
safety were provided and advocated. All plant
sites have designed their own fire safety plans
and conduct exercise drill in fire fighting.
Training in all kinds of labor safety has also
been provided.
(IV) AIDC makes use of its intranet, labor union,
labor union representatives meeting,
labor-management meeting, executive
meetings, and incentive meetings for
communications with the employees in order
to allow the employees understand the
operation performance of AIDC and any


No Significant
Variation
No Significant
Variation
No Significant
Variation
No Significant
Variation

42

Deviations from
“Corporate Social
Implementation Status
Responsibility Best
Practice Principles
Item
for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
impact in reasonable
means?
(V)
Has the Company
established an effective
scheme for helping the
employees in career
planning and
development?
(VI) Has the Company
established relevant
policies and procedures
for complaints in research
and development,
procurement, production,
operation, and service for
the protection of the
consumers?
(VII) Has the Company followed
applicable legal rules and
international standards in
the marketing and labeling
of products and services?
(VIII) Has the Company
evaluated the suppliers
on their record of
negative influence on the
environment and society
before engaging in
partnership with these
suppliers?
(IX)
Do the agreements
binding the Company
and its major suppliers
contain the clauses that
the Companymay




change in the operation.
(V)
AIDC reviews and trains competent people in
key technical skills in accordance with the
operation plan and development objective,
and pools up reserve human resources in
management in accordance with the “AIDC
Guidelines for the Development and Use of
Management Personnel”.
(VI) AIDC has explicitly stated the quality policy of
“Comprehensive Quality Assurance and
Continuous Customer satisfaction”, and
provided e-mail, customer satisfaction survey,
and customer visit and other channels for
filing complaints. In addition, there is a
24-hour customer complaint response system
in place to protect the rights of the
customers.
(VII) AIDC is a manufacturer of aircrafts and
related parts and components. Domestic
marketing of these products must be in
conformity to the requirements of the
military of the ROC. For export sale
marketing, products must be conforming to
the accreditation standards of world-class
aircrafts including D6-82479 of Boeing,
AP2190 and GEAE S-1000 of Airbus, ASQR-01
of UTAC, SPOC, MITAC MRJ-SQC-01 of
Honeywell, Alenia IAYC 05C, QPS100/200/300
of Bell, and QD 4.6-40 of Bombardier.
(VIII) Before entering into supply agreements with
the suppliers, AIDC will evaluate these
suppliers to ensure no record on impact on
the environment and society. If AIDC
discovers any supplier causing impact on the
environment and society in production,
manufacturing, and others after entering into
agreements, AIDC will discharge the
agreements, return all goods and suspend
their rights as suppliers and disqualifies them
from the list of suppliers.
(IX)
The principal clauses contained in the
agreements binding AIDC and its suppliers
contain the following elements: AIDC shall
terminate or discharge the agreement in

No Significant
Variation
No Significant
Variation
No Significant
Variation
No Significant
Variation
No Significant
Variation

43

Deviations from
“Corporate Social
Implementation Status
Responsibility Best
Practice Principles
Item
for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
terminate or discharge
the agreements at any
time if the suppliers were
found violation of its
corporate social
responsibility policy and
has significant impact on
the environment and
society?
whole or in part on any violation of the
environmental protection laws and laws
governing labor safety and health without
compensation of any form to the supplier.
IV.
Bolstering disclosure
(I)
Has the Company made
disclosure on relevant
and reliable information
related to corporate social
responsibility at its official
website or MOPS?


AIDC duly follows the principle of transparency in
disclosure, and has posted relevant and reliable
information on corporate social responsibility at its
official website athttp://www.aidc.com.tw/tw/cser
and MOPS.
No Significant
Variation
V.
If the Company has established the best practice principles of corporate social responsibility in accordance with
the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-listed Companies”, specify the
variation:
AIDC has established the “AIDC Corporate Social Responsibility Best Practice Principles”
(http://www.aidc.com.tw/Content/File/2634_SOP_CSR_AR019.pdf), which is not significantly varied with the
“Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-listed Companies”.
VI.
Any other important information that helps to understand the conduct of corporate social responsibility:
In the area of “social concern”:
1. AIDC stock was included in the “Taiwan High Compensation 100 Index” since 2015 and “TWSE RA Taiwan
Employment Creation 99 Index” by TWSE. The remuneration policy for employees shall maintain a balance
among sustainable development of the Company, shareholders’ equity and employee care.
2. For better care of the employees and the stability of Company’s operation, in consideration of the business
status and financial concern, AIDC launched the “employee stock ownership trust” program in Sept. 2016.
Employees are free to join the program and determine the dollar amount they want to invest; the Company
shall in return provide subsidy by a fixed ratio based on the investment of each employee. Participation of
employees is growing.
3. AIDC utilized its flight engineering resources to support 3 typhoon surveillance missions for a total of 11
hours; and through which enabled DOTSTAR program make more accurate typhoon forecast while helping
government take effective measures to significantly prevent the damages and losses of property and people.
To support Government’s New Southbound Policy, AIDC vigorously expanded international medical
collaboration with South Asia countries, and completed 2 rescue missions in Cambodia and Malysia
respectively in 2018. From June 2013 to the end of 2018, an extension to 41 overseas destinations and 108
cases of successful transport were achieved. AIDC shall continue to expand its international collaboration and
establish better corporate image.
4. Through AIDC Volunteer Group AIDC continued to provide volunteer service and to support government
agencies and the disadvantaged groups at social welfare activities. In 2018, AIDC volunteers organized 14
charity activities with 207 person-times providing volunteer service to 4,181 person-times; co-organized 13
charity activities with 502 person-times providing volunteer service to 217,328 person-times. In addition,
romotion of charity activities was made through network and by volunteers to encourage donation of money
and goods as well as to render assistance to the operation of the disadvantaged groups.
5.To provide the local students opportunity to be familiarized with AIDC’s effort and intention to improve local
educational level and to fulfill corporate social responsibility, AIDC held 5 “Fly with your dreams” activities
including speeches and visits with 153 people attended in 2018. AIDC continues putting effort in providing
students of remote areas/disadvantagedgroups with knowledge in aerospace industry.

44

Deviations from
“Corporate Social
Implementation Status
Responsibility Best
Practice Principles
Item
for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
6. Through the year-end employee donation activity AIDC continued to deliver warmth to the disadvantaged
group on a 3-5 years term. The donation was divided and delivered to 4 social welfare organizations, namely
Kaohsiung Autism Foundation-Autism Homeland, China Rainbow Village Care Association, Taiwan Lourdes
Association (Taichung office), and Hualien Walk with You Social Care Association.
7. AIDC continued to promote volunteer service, encouraged employees’ participation in social welfare groups;
moreover, employees initiated and formed the “Sino-AIDC Hundred Dollars Youngster Assistance Association”
to provide tutorial service to the disadvantaged and high risk families, sponsor economically disadvantaged
families and organize activities for the healthy growth of children.
VII. If the corporate social responsibility report has been accredited under specific standard of an accreditation
agency, elaborate the detail: No.
  • VII. If the corporate social responsibility report has been accredited under specific standard of an accreditation agency, elaborate the detail: No.

45

4.6 Corporate Conduct and Ethics Implementation

Deviations from
“Ethical Corporate
Implementation Status
Management Best
Practice Principles
Item

for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
I.
The making of ethical corporate
management policy and action
plans
(I)
Has the Company explicitly
declared its policy, practices of
ethical corporate management in
its internal code and external
documents, and the commitment
of the Board and the
management for the realization
of ethical corporate
management?
(II)
Has the Company designed plans
for the prevention of unethical
practices, and explicitly stated
the procedure, guidelines,
penalty for violation and the
system of filing complaints with
proper implementation of the
policy?
(III)
Has the Company taken
preventive measures against
business activities with high risks
of unethical practices or as stated
in Article 7-II of the “Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM-listed Companies”?



(I)
AIDC has established the “AIDC Ethical
Corporate Management Best Practice
Principles”, the “AIDC Management
Personnel Code of Conduct”, and the
“AIDC Guidelines for Management of
Materiality and Prevention of Insider
Trade” for the effective pursuit of the
policy of ethical corporate
management for the Directors and all
corporate management personnel. The
Chairman and President of AIDC have
also explicitly declared and signed the
ethical corporate management policy
in the Chinese and English versions,
and posted the policy in the intranet
and official website of AIDC.
(http://www.aidc.com.tw/tw/about/et
hical)
(II)
AIDC has established the “AIDC
Employee Code of Conduct” with the
setup of telephone and e-mails for
reporting on unethical practices. There
is also a hotline number posted at the
special section of the eNews column of
AIDC for reporting to Ministry of
Justice Agency Against Corruption.
(III)
AIDC will dispatch designated
personnel to supervise the
procurement in excess of 1/10 of the
amount required for announcement
and conduct audit on the purchase. In
addition, AIDC also conducts
questionnaire survey and visits for the
prevention of corruption. For business
entailing high risks of unethical
practice, AIDC conducts investigation
on possible areas of trouble. For
donation, the security function will
review if it is in compliance with
applicable laws.

No Significant
Variation
No Significant
Variation
No Significant
Variation
II.
Realization of business integrity
(I)
Has the Company assessed the
track of record of its
(I)
AIDC highly treasures business
integrityand has explicitlystated in all
No Significant
Variation

46

Deviations from
“Ethical Corporate
Implementation Status
Management Best
Practice Principles
Item

for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
counterparties in business
integrity and explicitly stated the
clauses of ethical practices in the
agreements with the
counterparties?
(II)
Has the Company established a
designated (part-time) body for
the advocacy of business
integrity directly under the
Board, and this body has
reported to the Board on the
status of enforcement regularly?
(III)
Does the Company has the policy
for the avoidance of the conflict
of interest in place and provides
appropriate channels for the
reporting of the conflict of
interest with proper pursuit of
the policy?
(IV) Has the Company established a
viable and effective accounting
system and internal control
system for the realization of
ethical corporate management
subject to the routine audit of
the internal audit function, or by
an independent certified public
accountant?
(V)
Has the Company organized
internal and external training
in ethical corporate
management?



business contracts that no offering of
commission, undue donations and gifts
and invitation to offering will be
permitted. In addition, AIDC also
restricts unethical suppliers to
participate in the bidding for
procurement with AIDC.
(II)
AIDC has established the Ethics &
Security Division directly supervised by
the Chairman. This body is responsible
for the advocacy of business integrity
and the code of conduct of the
employees, and it has reported the
status of enforcement to the Board on
a quarterly basis and report of which
was published at its official website at:
http://www.aidc.com.tw/tw/about/eth
ical.
(III) The Security Division of AIDC visits HR
and Procurement functions of AIDC at
regular intervals for the education of
the avoidance of the conflict of interest
and conduct self-review questionnaire.
In Jan. 2019 AIDC employees were
requested to sign the codes of ethical
conduct to confirm their awareness of
and compliance with integrity.
(IV) AIDC has established an accounting
system and internal control system for
the realization of ethical corporate
management. Relevant departments
have performed their duties in
compliance with the aforementioned
systems. The auditing function will
conduct regular or special audits on a
selective basis as needed. AIDC has
also retained certified public
accountants to audit and certify the
system and provide sound
recommendation to ensure legality
and security.
(V)
The Ethic & Security Dept. has
conducted the followings in 2018.
External: AIDC has invited lawyers,
public prosecutors, judges and experts
to give lectures and training in
business integrity and ethical
corporate management at least once a
year.
Internal:


No Significant
Variation
No Significant
Variation
No Significant
Variation
No Significant
Variation

47

Deviations from
“Ethical Corporate
Implementation Status
Management Best
Practice Principles
Item

for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
1.
2.
3.
4.
5.
Completed the signing of “AIDC
Employee Code of Conduct” by all
employees except those who took
long leave.
Provided advocacy material of
business integrity to the board of
directors and monthly managing
meeting; updated the status of
enforcement on official website at:
http://www.aidc.com.tw/tw/about
/ethicalon a quarterly basis and
established “AIDC Supplier Code of
Condut” in December.
To assist new employees to adapt
to the working environment and
comply with the ethical business
conduct, the Division has held 48
lectures on ethics and security with
558 person-times.
Registered 68 cases of bestow gifts
abide by“AIDC Employee Code of
Conduct”.
Supported 6 auditing tasks on ethic
and securityfrom foreign customer.
III.
The running of the system for
reporting unethical practices
(I)
Has the Company established
substantive system for reporting
and reward with channels for
easy reporting on unethical
practices, and has appointed
designate person to deal with the
target of reporting?
(II)
Has the Company established
related standards for
investigation on reported matters
and the confidentialityof the



(I)
According to the procedure for reward
and punishment of AIDC, those who
report on anything concerning
corruption or jeopardizing the rights of
AIDC the extent to which damage is
caused, the reporting person will be
rewarded. In addition, the person in
charge of related operation can release
a price as encouragement for the
person under relevant guidelines for
releasing prizes and bonus. External
parties who reported on unethical
practice of the employees will also be
rewarded. AIDC has appointed
designated personnel to answer to
reporting on unethical practice. The
personnel for accepting reports and
the method of contact will be posted
at the AIDC website, all plant sites, and
offices.
(II)
The investigation on report of
unethical practices in AIDC is akin to
the practices in the Criminal Litigation
Act wherebytheprinciple of

No Significant
Variation
No Significant
Variation

48

Deviations from
“Ethical Corporate
Implementation Status
Management Best
Practice Principles
Item

for
TWSE/GTSM-listed
Y N Abstract
Companies” and
Reasons
reports?
(III)
Has the Company taken
appropriate measures to
protect the informant for
undue treatment due to the
report on unethical practices?
confidentiality and no disclosure is in
effect. All participants in the
investigations are required to keep
strict confidence and protect human
rights in the entire investigation.
(III)
AIDC promises to protect the
informants and guarantees no revenge
will result due to the report on
unethical practices by the informants.
Such commitment is posted at the
official website, all plant sites, and
offices of AIDC.
No Significant
Variation
IV. Bolstering disclosure
(I)
Has the Company disclosed
the content of its Ethical
Corporate Management Best
Practice Principles at its official
website and MOPS and the
result of the pursuit?

(I)
AIDC has posted the content of its
Ethical Corporate Management Best
Practice Principles and Employee Code
of Conduct at its official website and
MOPS, and provide education on
related rules and regulation at any
time as needed.
No Significant
Variation
V.
If the Company has established its Ethical Corporate Management Best Practice Principles in accordance with the
“Ethical Corporate Management Best Practice Principles for TWSE/GTSM-listed Companies”, describe the
implementation of the regulation and the variation with the “Ethical Corporate Management Best Practice
Principles for TWSE/GTSM-listed Companies”: No.
VI.
Any other vital information that helps to understand the ethical corporate management in action better: (e.g.,
the review and amendment to the ethical corporate management best practice principles of the Company).
AIDC pronounced its policy of business integrity and anti-corruption policy in the annual suppliers’ conference
and explicitly declares no acceptance of offering and gifts. In addition, AIDC has also provided the telephone for
reporting on unethical practices at 04-2284 2373 and e-mail at [email protected]. The suppliers can
report on anyillegalpractices with evidence. AIDC will keepthe identityof the informant in strict confidence.

4.7 If the Company has established corporate governance and related code, disclose the means of inquiry: AIDC has installed the “Corporate Governance Regulations”, at the official website at http://www.aidc.com.tw/tw/investor/governance/regulation for disclosure of related rules and regulations of corporate governance, and the implementation status can be found on“Corporate Governance” zone (http://www.aidc.com.tw/tw/investor/governance).

4.8 Other Vital Information that Helps to Understand the Practice of Corporate Governance Better: AIDC has installed the “Investor” zone at the official website at http://www.aidc.com.tw/tw/investor for disclosure of vital information.

49

4.9 The Pursuit of the Internal Control System:

==> picture [297 x 456] intentionally omitted <==

Aerospace Industry Development Corporation Statement of Declaration on Internal Control

Date: March 28, 2019

Aerospace Industry Development Corporation has conducted internal audit in accordance with its Internal Control Regulation covering the period from January 1 to December 31, 2018, and hereby declares as follows:

  • I. The Company acknowledges and understands that the establishment, enforcement and preservation of internal control system is the responsibility of the Board and the managers, and that the Company has already established such system. The purpose is to reasonably ensure the effect and efficiency of operation (including profitability, performance and security of assets), the reliability of financial reporting and the compliance with relevant legal rules.

  • II. There is limitation inherent to internal control system, no matter how perfect the design. As such, effective internal control system may only reasonably ensure the achievement of the aforementioned goals. Further, the operation environment and situation may vary, and hence the effectiveness of the internal controls system. The internal control system of the Company features the self-monitoring mechanism. Once identified, any shortcoming will be corrected immediately.

  • III. The Company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Criteria for the Establishment of Internal Control System of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control is composed by five elements, namely, 1. Control Environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each of the elements in turn contains certain audit items, and shall be referred to the Criteria for detail.

  • IV. The Company has adopted the aforementioned internal control system for internal audit on the effectiveness of the design and enforcement of the internal control system.

  • V. Basing on the aforementioned audit findings, the Company holds that has reasonably preserved the achievement of the aforementioned goals within the aforementioned period of internal control (including the monitoring over the subsidiaries), including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.

  • VI. This statement of declaration shall form an integral part of the annual report and prospectus on the Company and will be announced. If there is any fraud, concealment and unlawful practice discovered in the content of the aforementioned information, the Company shall be liable to legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

  • VII. This statement of declaration has been approved by the Board on March 28, 2019 with the presence of 10 directors in common consent.

Chairman: Hu, Kai-Hung President: Ma, Wan-June

50

  • 4.10 The Penalty on AIDC and its Internal Personnel, the Penalty of AIDC Personnel for Violation of the Internal Control System, Major Shortcomings and the Status of Corrective Action: None.

  • 4.11 Major Resolutions of the General Meetings of Shareholders and the Board in the Previous Period to the Date this Report was Printed

4.11.1 2018 Major Resolutions of Shareholders’ Meeting and Implementation Status

  1. The 2017 Business report and financial report.

  2. The distribution of Earnings for FY 2017

  3. Implementation Status: Authorized by the BOD, Chairman set July 31, 2018 as the ex-dividend record date, and a cash dividend of NT$1.13 per share, which made up the total of NT$1,064,309,824, was to be distributed by August 24, 2018.

  4. The proposal for amending Acquisition and Disposal Procedures for Assets was approved. Implementation Status: The Company completed reporting on June 26, 2018 and disclosed it on its website.

  5. The elections of 8[th] term of Board of Directors and Independent Directors. Implementation Status: The election result was announced on June 26, 2018 and further approved and recorded by the Ministry of Economic Affairs on July 23, 2018. The minutes of shareholders meeting was disclosed on the MOPS and Company’s website.

  6. The proposal for exemption of directors and their representatives from non-competition restrictions was approved.

Implementation Status: The Company announced on June 26, 2018 names of the directors with permission to engage in competitive conduct and to serve concurrently in company whose business is within or similar to the scope of the business of the Company. The minutes of shareholders meeting was disclosed on MOPS and Company’s website.

4.11.2 2017-2018 Major Resolutions of Board of Directors’ Meetings

Date Session Motions
March 27,
2018
The 15thsession of the 7th
term of the Board
 Donation for Hualien earthquake relief
 Business Report for FY 2017
 Allocation amount of remuneration to employees and
directors for FY 2017
 Financial Report for FY 2017
 Distribution of earnings for FY 2017
 Declaration of Internal Control for FY 2017
 The re-election of the 8thterm of the Board
 Lift the ban of non-compete on directors and their
representatives elected to the new term of office
 Calling for the regular session of the General Meeting in FY
2018
 Bonus of Chairman, President, Vice Presidents and managerial
officers concerned for FY 2017
 Principles for bonus of Chairman, President, Vice Presidents
and managerial officers concerned for FY 2018
 AIDC earlyretirement scheme for FY 2019
May 8, 2018 The 16thsession of the 7th
term of the Board
Qualification review of director and independent director
nominees by shareholders
 Lift the ban of non-compete on director nominees for the 8th
term
August 9,
2018
The 1stsession of the 8th
term of the Board
2018 Q2 Consolidated Financial Report
 Appointment of the 3rd term of Remuneration Committee
members
 Amendment to “Division of Powers and Obligations of Board of
Directors, Chairman and President”
September The 2ndspecial session of the Apponitment of one Senior Vice-President
Change of Director of Finance Department

51

28, 2018 8thterm of the Board Change of Chief Audit Officer of Internal Audit Office
Amendment to AIDC Organizational Charter
November
9, 2018
The 3rdsession of the 8th
term of the Board
The replacement of Compensation Committee member
 Appointment of Managing Officer for handling derivatives
trading procedure
 AIDC 2019 Unsecured Corporate Bond issue
 Internal Audit Plan for FY 2019
December
14, 2018
The 4thsession of the 8th
term of the Board
 Business Plan for FY 2019
 Adjustment to remuneration of directors
 Execution expenses of members of Audit/Quasi-Audit
Committee
 Appointment of President of AIDC USA LLC
 AEF TCF construction program
 Dispoal of AEF ceramic core shop natural gas pipeline
attachments
January 21,
2019
The 5thsession of the 8th
term of the Board
 By-election of one Independent Director
 Lift the ban of non-compete on directors elected to the office
 Amendment of Articles of Charter
 Calling for the regular session of the General Meeting in FY
2019
March 28,
2019
The 6thsession of the 8th
term of the Board
 Business Report for FY 2018
 Allocation amount of remuneration to employees and
directors for FY 2018
 Financial Report for FY 2018
 Distribution of earnings for FY 2018
 Declaration of Internal Control for FY 2018
 Project Finance Plan
 Amendment to the“AIDC Procedures for Assets Acquisition
and Disposition”
 Establishment of the regulation of “AIDC Standard Operating
Procedure for Handling the Requirements of the Directors”
 Bonus of Chairman, President, Vice Presidents and managerial
officers concerned for FY 2018
June 26,
2018
The 1stspecial session of the
8thterm of the Board
 The elections of 8th term of Board of Executive Director
 The election of AIDC Chairman
 The election of AIDC President
March 18,
2019
The 2ndspecial session of the
8thterm of the Board
 By-election of two Executive Director
 Election of AIDC Chairman
 Discharge and appointment of AIDC President

Note: For details, please refer to the BOD motions and Company’s disposition of independent directors’ comments.

  • 4.12 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.

4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance, Internal Audit and R&D

4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance,
Internal Audit and R&D
4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance,
Internal Audit and R&D
4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance,
Internal Audit and R&D
4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance,
Internal Audit and R&D
4.13 Resignation or Discharge of Chairman, President, and Heads of Accounting, Finance,
Internal Audit and R&D
March 31,2019
Title Name Date of Office Date of Discharge Cause of Resignation
or Discharge
Director of
Finance
Huang, Shu-Yuan August 21, 2014 October 1, 2018 fill the vacant position
of Vice President
Chief Audit
Executive
Lin, Ming-Fang July 1, 2012 October 1, 2018 position adjustment
Chairman Liao, Jung-Hsin March 2, 2015 March 17, 2019 Discharge
President Lin,Nan-Juh July5,2017 March 17,2019 position adjustment

52

5. Information Regarding Independent Auditors

5.1 Audit Fees

Brackets of the Service Charge for the Certified Public Accountants

Accounting Firm Accounting Firm Name of CPA Name of CPA Name of CPA Period Period Remarks Remarks
Deloitte & Touche Lie-Dong Wu Done-Yuin
Tseng
2018
Unit:NT$ thousands
Item
Bracket
Audit Fee Non-audit Fee Total
1 Under NT$ 2,000,000
2 NT$2,000,000 ~ 4,000,000
3 NT$ 4,000,000~6,000,000 3,330 441 3,771
4 NT$ 6,000,000~8,000,000
5 NT$ 8,000,000~10,000,000
6 Over NT$10,000,000

Unit:NT$ thousands

Non-audit Fee
Accounting
Firm
Audit
Fee

Name of CPA
Period Remarks
System
Design
Company
Registration

Human
Resource
Others
(Note)
Subtotal
Deloitte &
Touche
Lie-Dong Wu,
Done-Yuin
Tseng
3,330 441 441 2018 1. Certification of
Project financial
statements
amounted to
NT$147,000
2. Audit of business tax
report amounted to
NT$156,000
3. Certification of
transfer pricing
report amounted to
NT$138,000

Note:For service charge beyond auditing service, itemize the detail. If the “miscellaneous” spending of service charges beyond auditing service accounted for 25% of the total service charge beyond auditing service, specify the content of the services in the space provided.

  • 5.2 Change in the CPA Firm and the Service Charge for Auditing Spent in the Year of Change was Less than that in the Same Period of the Previous Year: None.

  • 5.3 In the Event that the Service Charge for Auditing Falls by 15% of more than the Same Period of the Previous Year, Disclose the Amount Change, the Proportion of Change, and the Causes: None.

6. Information on Change in External Auditors: None.

7. AIDC’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations hold any positions within AIDC’s independent audit firm or its affiliates during 2016: None.

8. Net Change in Shareholding and Shares Pledged by Directors, Supervisors, Managers and Shareholders with 10% Shareholdings or More:

53

8.1 Transfer and pledge of shares owned by directors and managers

8.1 Transfer and pledge of shares owned by directors and managers 8.1 Transfer and pledge of shares owned by directors and managers 8.1 Transfer and pledge of shares owned by directors and managers 8.1 Transfer and pledge of shares owned by directors and managers 8.1 Transfer and pledge of shares owned by directors and managers 8.1 Transfer and pledge of shares owned by directors and managers
Unit: shares;%
Title Name 2018 Year-to-date as at March 31,2019
Increased
(decreased) in
shares held
Increased
(decreased) in
shares pledged
Increased
(decreased) in
shares held
Increased
(decreased) in
shares pledged
Juristic-person
Director (major
shareholder)
MOEA 0 0 0 0
Representative:
Hu, Kai-Hung
(Note 1)
0 0 0 0
Representative:
Ma, Wan-June
(Note 1)
- - 0 0
Representative:
Liao, Jung-Hsin
(Note 2)
- - 0 0
Representative:
Lin, Nan-Juh
(Note 2)
0 0 0 0
Representative:
Chien, Feng-Yuan
0 0 0 0
Representative:
Chang, Ming-Pin
0 0 0 0
Representative:
Shieu, Fuh-Sheng
0 0 0 0
Representative:
Yu, Cheng-Tao
0 0 0 0
Representative:
Hsu, Chung-Ming
0 0 0 0
Juristic-person
Director
National Defense
Industrial
Development
Foundation
0 0 0 0
Representative:
Hsu, Yan-Pu
(Note 2)
0 0 0 0
Executive and
Independent
Director
Chan, Chia-Chang 0 0 0 0
Independent
Director
Chen, Yin-Chin 0 0 0 0
President Ma, Wan-June
(Note 3)
0 0 0 0
President Lin, Nan-Juh
(Note 3)
0 0 0 0
Vice President Chen, Yi-Min 0 0 0 0
Vice President Ho, Poa-Hua 0 0 0 0
Vice President Du, Shiu-Chun 0 0 0 0
Vice President Lo, Ching-Chi 0 0 0 0
Vice President Huang, Shu-Yuan
(Note 4)
0 0 0 0
Chief Audit
Executive
Lin, Fu-Ji 0 0 0 0
Director, Finance &
Accounting
Huang, Hsiu-Yen 0 0 0 0

54

Title Name 2018 2018 Year-to-date as at March 31,2019 Year-to-date as at March 31,2019
Increased
(decreased) in
shares held
Increased
(decreased) in
shares pledged
Increased
(decreased) in
shares held
Increased
(decreased) in
shares pledged
R&D Officer Wu, Tian-Sheng 0 0 0 0
Director, Strategy &
Legal Affairs
Chuang, Jennifer 0 0 0 0

Note 1: Hu, Kai-Hung is the Chairman and Representative of institutional shareholder; Ma, Wan-June is the Executive Director and Representative of institutional shareholder.

Note 2: NDIDF representative change: Hsu, Yan-Pu replaced Po, Horng-Huei on Feb. 1, 2019.

MOEA representative changes: Hu, Kai-Hung replaced Liao, Jung-Hsin and Ma, Wan-June replaced Lin, Nan-Juh on Mar. 18, 2019.

Note 3: Ma, Wan-June was appointed as AIDC President and Mr. Lin, Nan-Juh was discharged as AIDC President at the 2[nd] special session of the 8[th] term of the Board, effective March 18, 2019.

Note 4: Ms. Huang, Hsiu-Yen is in charge of both Finance and Accounting.

Note 5: Information on change in shares held by the abovementioned persons is based on their tenure and the total shares owned by the persons, their spouses and children of minor age.

8.2 Disclosure of share transfer or collateralization where the counterparty is a related party: None.

8.3 Pledge of shares where the counterparty is a related party: None.

9. Related Party Relationship among AIDC’s 10 Largest Shareholders:

(note)/ Unit: shares; %

Name Current Shareholding Current Shareholding Spouse &
Minor
Spouse &
Minor
AIDC
Shareholding
b Ni
AIDC
Shareholding
b Ni
Name and Relationship
between AIDC’s
Shareholders
Name and Relationship
between AIDC’s
Shareholders
Remarks
Shareholding y omnee
Arranement
g
Shares % Shares % Shares % Name Relation-
ship
MOEA 331,301,773 35.18% N/A N/A - - - -
Representative:
Hu,Kai-Hung
- - - - - - - -
Representative:
Ma,Wan-June
- - - - - - - -
Representative:
Chang,Ming-Pin
- - - - - - - -
Representative:
Shieu,Fuh-Sheng
- - - - - - - -
Representative:
Chien,Feng-Yuan
- - - - - - - -
Representative:
Yu,Cheng-Tao
107,205 0.01% - - - - - -
Representative:
Hsu,Chung-Ming
75,502 0.01% - -
Fubon Life Insurance
Co.,Ltd.
51,698,540 5.49% N/A N/A - - - -
Responsible person:
Tsai,Ming-Hsing
- - - - - - - -
Cathay Life Insurance
Co.,Ltd.
40,729,781 4.32% N/A N/A - - - -

55

Name Current Shareholding Current Shareholding Spouse &
Minor
Spouse &
Minor
AIDC
Shareholding
b Ni
AIDC
Shareholding
b Ni
Name and Relationship
between AIDC’s
Shareholders
Name and Relationship
between AIDC’s
Shareholders
Remarks
Shareholding y omnee
Arranement
g
Shares Shares % Name Relation-
ship
% Shares %
Responsible person :
Huang,Tiao-Kuei
- - - - - - - -
The New Labor
Pension Fund
40,008,173 4.25% N/A N/A - - N/A N/A
The Labor Insurance
Fund
18,300,136 1.94% N/A N/A - - N/A N/A
Taipei Fubon
Commercial Bank Co.,
Ltd. Trust Account
15,449,457 1.64% N/A N/A - - N/A N/A
National Defense
Industrial
Development
Foundation
11,063,201 1.17% N/A N/A - - N/A N/A
Representative:
Hsu,Yan-Pu
- - - - - - - -
National Pension
Insurance Fund
11,051,234 1.17% N/A N/A - - N/A N/A
The Labor Pension
Fund (Old Scheme)
8,437,810 0.90% N/A N/A - - N/A N/A
Schroder International
Selection Fund Asian
Smaller Companies
8,391,120 0.89% N/A N/A - - N/A N/A

Note: the record date

10.Proportion of Overall Shareholding: As of December 31, 2018/Unit: thousand shares; %

Ownership by Directors, Ownership by Directors,
Managers and
Ownership by AIDC Total Ownership
Directly/Indirectly Owned
Direct Investment
Subsidiaries
Thousand Thousand Thousand
% % %
Shares Shares Shares
AIDC USA LLC (Note 1) 100 (Note 1) 100
AeroVision
Avionics Inc.
4,968 13.09 4,968 13.09
Metro Consulting
Service Ltd.
300 6.00 300 6.00
UHT Unitech Co.,Ltd. 1,100 3.20 1,100 3.20

Note 1:A limited liability company without issuing shares. No information on quantity of shares is applicable.

56

IV. Raising of Capital

1. Capital and Shares

1.1 Source of Capital

March 31, 2019 / Unit: shares; NT$

Issue Authorized Share Capital Authorized Share Capital Capital Stock Capital Stock Remarks Remarks Remarks
Month/ Price Capital Increase
Sources of
Year (Per Shares Amount Shares Amount by Assets Other Others
Capital
Share) than Cash
June
1996
10 1,500,000,000 15,000,000,000 905,591,351 9,055,913,507 Valuation in
Cash and
Assets
6,527,455,995 Note 1
June
1999
10 1,500,000,000 15,000,000,000 908,261,429 9,082,614,287 Offset by
Rights to Debt

26,700,780
Note 2
January
2000
10 1,500,000,000 15,000,000,000 908,261,428 9,082,614,280 Writing Less Note 3
August
2017
10 1,500,000,000 15,000,000,000 941,867,101 9,418,671,010 Capitalization
of Retained
Earnings
Note 4
  • Note 1: As per Approval Letter Jin (85) Shang-Zi No. 109686 issued by the Executive Yuan on June 24, 1996, the Ministry of National Defense was approved to assign assets amounted to NT$ 9,055,913,447 as equity for investment for the establishment of Aerospace Industry Development Corp. together with the investment of six other companies, including Taiwan Power Corporation, a subsidiary of the Ministry of Economic Affairs, amounted to NT$ 10, which made up the total of NT$ 9,055,913,507. Of the pool of investment, non-cash assets amounted to NT$ 6,527,455,995 were allocated, including fixed assets amounted to NT$ 6,526,751,995 and long-term investment amounted to NT$ 704,000.

  • Note 2: As per Approval Letter Jin (88) Shang-Zi No. 088118904, right to debt is permitted to offset the payment on the basis of the written instruction of the Executive Yuan on June 1, 1999, that supports the National Defense Industry Development Fund for the former Aerospace Industry Development Center under the Ministry of National Defense in the purchase of machinery and tools had residual value of NT$ 26,700,780, and shall be allocated as capital stock for AIDC in the budgeting procedure.

  • Note 3: As per Approval Letter Jin (089) Shang-Zi No. 089102830 dated January 28, 2000, capital stocks amounted to NT$ 9,082,614,287 were approved for registration of writing less as NT$9,082,614,280 in 2000, due to the NT$7 is less than the value of 1 share.

  • Note 4: As per Approval Letter Jin-Shou-Shang-Zi No. 10601116580 dated August 24, 2017, capitalization of retained earnings was duly approved.

March 31, 2019 /Unit: shares

Type of Authorized Share Capital Authorized Share Capital Authorized Share Capital
Stock Issued Shares Unissued Shares Total
Common
Stock
941,867,101 558,132,899 1,500,000,000

1.2 Composition of Shareholders

Common Share As of April 2, 2019 (Last Record Date) / Units:person; shares; %

Foreign

Domestic
Type of Government Financial Other Juridical Institutions

Natural
Total
Shareholders Agencies Institutions Persons & Natural
Persons
Persons
Number of
Shareholders
1 13 101 35,458 72 35,645
Shareholding 331,301,773 111,692,441 117,612,576 319,300,134 61,960,177 941,867,101
Holding Percentage
(%)

35.18%
11.86% 12.48% 33.90% 6.58% 100.00%

57

1.3 Distribution Profile of Share Ownership

As of April 2, 2019 (Last Record Date)

Shareholder Ownership Ownership
Number of Shareholders Ownership (%)
(Unit: Share)
(Unit: Share)
1 ~ 999 5,865 736,705 0.08%
1,000 ~ 5,000 20,111 40,343,707 4.28%
5,001 ~ 10,000 3,814 26,850,405 2.85%
10,001 ~ 15,000 1,608 18,850,816 2.00%
15,001 ~ 20,000 699 12,371,618 1.31%
20,001 ~ 30,000 866 20,918,043 2.22%
30,001 ~ 50,000 853 33,392,600 3.55%
50,001 ~ 100,000 1,081 78,337,769 8.32%
100,001 ~ 200,000 629 73,842,172 7.84%
200,001 ~ 400,000 54 15,053,199 1.60%
400,001 ~ 600,000 16 7,841,185 0.83%
600,001 ~ 800,000 6 3,968,844 0.42%
800,001 ~ 1,000,000 8 7,069,072 0.75%
Over 1,000,001 35 602,290,966 63.95%
Total 35,645 941,867,101 100.00%

1.4 Major Shareholders

Names, quantity and proportion of shareholding by shareholders holding more than 5% of the shares or the top 10 shareholders by proportion of shareholding:

Common Share As of April 2, 2019 (Last Record Date)

Shareholders Total Shares Owned Ownership (%)
MOEA 331,301,773 35.18%
Fubon Life Insurance Co., Ltd. 51,698,540 5.49%

1.5 Net Worth, Earnings, Dividends, and Market Price Per Common Share

Units:NT$ dollar/shares

Item 2017 2018 1/1/2018~3/31/2018
Market Price
Per Share
(Note 1)

Highest
41.15 37.50 34.95
Lowest 33.00 27.80 30.35
Average 36.02 32.03 32.68
Net Worth Before Distribution 13.91 15.01 (Note 8)

58

Item 2017 2018 1/1/2018~3/31/2018
Per Share
(Note 2)
After Distribution 12.78 (Note 7) (Note 8)
Earnings Per
Share
Weighted Average Shares(thousand shares) 941,867 941,867 (Note 8)
Earnings Per Share(Note 3) 1.86 2.22 (Note 8)
Dividends
Per Share
Cash Dividends 1.13 1.34(Note 7)
Stock dividend Retained Earnings
Capital Reserve
Accumulated Undistributed Dividend
Return on
Investment
Price/Earnings Ratio(Note 4) 19.37 14.43
Price/Dividend Ratio(Note 5) 31.88 23.90(Note 7)
Cash Dividend Yield(Note 6) 3.14% 4.18%(Note 7)

Note 1: The highest and lowest market price per common share in respective years; and the annual average market price is calculated based on the annual trading value.

  • Note 2: Use the outstanding shares at the end of the year as the basis, fill in resolution of distribution in the Shareholders’ Meeting next year.

  • Note 3: As the earnings per share is subject to retroactive adjustment due to stock dividend distribution, specify the value before and after the adjustment.

  • Note 4: Price/Earnings Ratio = Average Market Price/Diluted Earnings Per Share

  • Note 5: Price/Dividend Ratio = Average Market Price/Cash Dividends Per Share

  • Note 6: Cash Dividend Yield = Cash Dividends Per Share/ Average Market Price

  • Note 7: Proposal for distribution of retained earnings of FY 2017 is pening resolution of the Shareholders’ Meeting.

Note 8: Up to the date of printing of this annual report financial statement of Q1 of 2018 has not been audited by the CPA, therefore it is not disclosed here. Net value per share after distribution = (equity - cash dividend) / outstanding shares.

1.6 Dividend Policy of the Company and the Implementation

1.6.1 Dividend Policy of the Company

On allocating the annual earrings, the Company shall first pay the income tax, offset the losses of previous years, set aside 10% as a legal reserve except that the legal reserve has equaled the total capital of the Company; then set aside a special reserve in accordance with relevant laws or regulations. The residual earnings will be appropriated according to the following principles per resolution in the shareholders’ meeting:

  • A. Profits may be distributed by taking financial, business, operational, or other related factors into consideration.

  • B. After setting aside the legal and special reserves and adding the beginning retained earnings and other adjustments (or reversals) to the earnings net in the current period, 50%-100% of the distribution earnings shall be allocated as cash dividend and subject to the Shareholders’ Meeting resolution for disbursement. Distribution of profits may be made by way of cash dividend and/or stock dividend. Since the Company is in a capital-intensive industry, distribution of profits may be made preferably by way of cash dividend or stock dividend, provided however, the ratio for stock dividend shall not exceed 50% of total distribution.

However, if there is no earnings for distribution in the current year, or if the amount of the earnings is far less than the actual earnings for distribution of the previous year, or in consideration of financial, business, operational, or other related factors, the Company shall distribute all or part of the reserve according to the laws or regulations of the competent authorities.

1.6.2 The Proposal for Distribution of Dividend as Resolved in Current Session of the General Meeting

Since the Company went public, dividend was disbursed each year per Company’s dividend policy. The Company has corporate earnings of NT$2,092,016 thousand in FY 2018. The appropriations of

59

earnings for FY 2018 was proposed to and approved by the Company’s board meeting on March 28, 2019. The appropriations and dividends per share were as follows:

  • (1) The appropriation of legal reserve (10%) totals NT$207,007 thousand.

  • (2) The appropriation of special reserve (30%) set aside totals NT$621,020 thousand. This pool of capital is reserved for the investment in fixed assets.

  • (3) After setting aside the aforesaid reserves and adding the beginning retained earnings and other adjustments (or reversals) to the earnings net in the current period, the amount of earnings for distribution is NT$1,274,212 thousand. It is proposed to disburse:

  • Cash dividend at NT$1.34/share, a total of NT$1,262,102 thousand which is 99% of the earnings for distribution.

  • The unappropriate retained earnings is NT$12,110 thousand, which is 1 % of the earnings for distribution.

  • Note: The appropriations of earnings of FY 2018 is subject to the resolution of the Shareholders’ Meeting to be held on May 31, 2019.

1.6.3 Notes to Anticipated Significant Change in the Dividend Policy: None.

  • 1.7 The Impact of Stock Dividend Planned to Release by Current Session of the Shareholders’ Meeting on Business Performance and Earnings per Share : Not Applicable.

1.8 Remuneration to Employees and the Directors

1.8.1 The Percentage or Scope of Remuneration to Employees and the Directors and Supervisors Provided in the Articles of Incorporation

In the event of earnings, the Company shall set aside not less than 0.58% and not more than 4.65% of EBT as remuneration to employees, while not more than 0.58% of EBT as remuneration to directors. However if the Company sustains an accumulated loss, amount of which shall be set aside to cover the loss.

1.8.2 In the event of a discrepancy between the basis for the estimation of remuneration of employees, directors and supervisors, the calculation of the quantity of shares in the distribution of dividend and the actual amount distributed, the accounting of the discrepancy will be:

For FY 2018, the remuneration to employees was NT$ 121,277 thousand and remuneration to the directors was NT$15,127 thousand. The estimation of distributions is based on related part in the Articles of Incorporation, the remuneration to employees, directors and supervisors represented 4.65% and 0.58% of net income (net of the remuneration). The share dividend was not proposed in earnings distribution category.

If there is any difference between such estimated amounts and the amounts resolved by the General Meeting of Shareholders, the difference shall be adjusted in the year of the General Meeting of Shareholders.

1.8.3 Proposal for Distribution of Earnings Passed by the Board:

  • (1) For remuneration to employees and directors, following amounts are approved by the board meeting held on March 28, 2019:

  • (A) employee cash remuneration : NT$ 121,277 thousand

  • (B) employee share dividend : NT$ 0

  • (C) remuneration to the directors : NT$15,127 thousand

60

The Board resolved earnings distribution proposal for FY 2018, and the total amount of remuneration to employees and directors was the same as that recognized in the financial statements.

  • (2) Number of shares proposed as employee remuneration and relative percentage to capitalized earnings :

No share dividend was proposed as the employee remuneration.

  • 1.8.4 The difference between the employee bonus and remuneration to the directors (including the quantity of shares, amount and stock price) of the previous fiscal period actually disbursed, and the recognized employee bonus and remuneration to the directors, and explain the difference, if applicable, and cause of the difference and the response:

It was resolved by the Board Meeting on March 27, 2018 that for FY 2017 the amount disbursed for employee bonus was NT$102,360 thousand, remuneration to the directors was NT$12,767 thousand, and no employee share dividend was proposed. The said Board resolution was reported to the Shareholders’ Meeting on June 26, 2018. There is no difference between the said amount and that recognized in the financial statements.

  • 1.9 Repurchase of Company Shares: None.

2. Corporate Bonds (including overseas corporate bonds): None.

3. Preferred Shares: None.

4. Participation in Issuance of Overseas Depository Receipts : None.

5. Employee Stock Options: None.

6. Restricted ESO: None.

7. Merger and Acquisition: None.

8. Issuance of New Shares through Acceptance of Assignment of Shares from other Issuers: None.

9. Capital Utilization Plan and Implementation of the Plan: None.

61

V. Operation Outlook

1. Business Content

1.1 Scope of Business

1.1.1 The Content of Principal Business

Manufacturing and Maintenance of Airplanes and its Parts and Components

Manufacturing and Maintenance of Engine and its Parts and Components

Industrial Technology Services (energy, tracks, information and aviation service)

1.1.2 Proportion of Different Business Lines

AIDC runs 3 categories of business, namely, “Maintenance of Airplanes and Vehicles”, “Engines”, and “Industrial Technology Services” in the following proportions:

Unit:NT$ thousands

Product Cateor 2017 2017 2018 2018
gy Amount % Amount %
Maintenance of Airplanes and Vehicles(Note 1) 17,749,411 64.46 15,964,570 56.65
Engines(Note 2) 9,416,818 34.20 11,818,385 41.94
Industrial TechnologyServices 371,185 1.34 399,143 1.41
Total 27,537,414 100.00 28,182,098 100.00

Note 1: Airplanes and Vehicles Maintenance: including military and commercial planes and vehicles maintenance.

Note 2: Engines: including military and commercial engines.

1.1.3 Running Products (Services) of the Company

AIDC runs the merchandises (services) for defense, commercial aviation and industrial technology services.

Defense industry includes the manufacturing maintenance, and performance upgrade of domestic military aircrafts, commercial maintenance of air fleets, production of military hardware by private sector, and military aircraft engines.

Commercial aviation business includes the design and OEM production of airframe structure and sub-assembly parts, and the design, processing and OEM production of international commercial aircraft engines and parts and components.

Industrial technology services aim at the aviation service and the application of the R&D, design, manufacturing, testing, system integration, and after-sales service deriving from aerospace technology capacity currently in service.

1.1.4 Development of New Products (Services) under Planning

In the area of defense industry, AIDC plans to develop the basic trainer, next-generation fighter and expand business in military aircraft and fleet maintenance and GOCO.

In the area of commercial aviation, AIDC plans to develop the parts and components of new commercial planes and engines under risk sharing plan, and expand business in large engine case and overall maintenace of engines.

In the area of industrial technology, AIDC plans to develop green energy engineering related medium to large technology service projects, and develop in the fields of engineering technologies and system integration.

1.2 Industry Outlook

1.2.1 Industry Outlook and Development

62

1.2.1.1 Defense Industry

While air force is our primary customer, defense business lies with the defense budget of the government. Due to the difficulty in procuring defense weapon abroad, in order to secure Taiwan’s autonomous national defense, the ROC armed forces adopts comparative advantage thinking to build up Taiwan’s autonomous national defense, and make firm budget plan in compliance with the force buildup schedule. According to the 2017 National Defense Report , the average defense budget was NT$313.8 billion in the past 10 years, equivalent to 16.85% of the total budget of the central government. The goal is to build the defensive force by developing asymmetric warfare.

1.2.1.2 Commercial Aviation

According to the market forecast released by Airbus and Boeing, for the next 20 years (2018-2037) new airplane requirement is 37,400-42,700, with market value of US$5.8-6.3 trillion and an passenger traffic average annual growth rate of 4.4%-4.7%, as measured in revenue passenger kilometers (RPK). That indicates the air traffic industry is and will remain in stable development.

The 20-year forecast of demand for new planes by Boeing and Airbus

==> picture [256 x 15] intentionally omitted <==

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

2018-2037
Boeing and Airbus Forecast
----- End of picture text -----

==> picture [341 x 121] intentionally omitted <==

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

Market Value US$
Deliveries
Airplanes 5.8~6.3 trillion
37,400~42,700 Services 4.6~8.8 trillion
RPK Backlog
increased by 1.9 times
Avg. annual growth
4.4~4.7 % in the past 10 years
----- End of picture text -----

Sources: Airbus GMF (2018-2037); Boeing CMO (2018-2037)

1.2.2 The Association of the Upper-, Middle- and Lower-Stream of Industries

In general, the international aerospace and aircrafts and engines supply chains adopt international vertical division of labor, and can be classified into 4 tiers: components/materials supplier (Tier 4), parts supplier (Tier 3), subsystems supplier (Tier 2), (cabin-mounted equipment, module segment critical components) and main structure supplier (Tier 1); and the top layer is the OEM of aircraft structure integration and aero engines which is shown in the chart below.

63

International Vertical Division of Labor in the Aerospace Industry Value Chain

==> picture [335 x 205] intentionally omitted <==

Sources: complied by AIDC

In the area of aircraft manufacturing, Boeing, Airbus, and Bombardier are the manufacturers of the whole aircraft. GE, Rolls-Royce, Snecma, Pratt & Whitney, and Honeywell and their subsidiaries are the major aero engine manufacturers who are capable of providing engine and aircraft assembly to meet the requirements of Boeing, Airbus and Bombardier

AIDC is a key member of the global aerospace industry supply chain, and is the leader in the aerospace industry of Taiwan providing aircraft structural parts and engine sub-assembly components and parts for the international aircraft market. AIDC has also established a complete network of supply for the speedy upgrading of the entire aerospace industry of Taiwan. After receiving orders from major international firms, in addition to manufacturing and assembly at its Taichung, Shalu and Gang Shan Complexes, AIDC outsources part of the parts and components business to its suppliers. The relation of the upper-, middle-, and lower-stream of the aerospace industries in Taiwan is shown in the chart below.

1.2.3 Different Development Trends of Products

I n national defense, most of the jet fighters are at the brink of retirement from service. As such, the Ministry of National Defense has budgeted for long-term maintenance and performance upgrade of the jet fighters and trainers currently in service. Under the MND’s policy of downsizing and streamlining the armed forces, the maintenance of military aircraft has been outsourced to the private sector. This trend will be developed further in stable paces.

In commercial aviation, lightweight, fuel efficient and environmental friendly new aircraft has become the mainstream product in the market, in the meantime, single-aisle airplanes will comprise 70 percent of units over the next 20 years to meet the high demand for point-to-point flight route, which will also drive engine related business.

In industrial technology service, AIDC supports the government policy of prevention of disasters prevails the relief after disasters and the objectives of energy saving and carbon reduction, and intensifies its operation in aviation service for atmospheric measurement in disaster prevention and energy technology service.

1.2.4 The Competition

1.2.4.1 Defense Business

The capability and expertise acquired from the development of the IDF fighter and AT-3 jet trainer

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give AIDC the edge in pursuing the subsequent performance upgrade and maintenance business. In addition, AIDC has already participated in and has experience in the operation of GOCO services and that give AIDC additional momentum in the competition.

1.2.4.2 Commercial Aviation Business

Major aircraft and engine manufacturers in Europe and America adopted global division of work practice and established the parts and components supply chain system. Currently, the newly emerged economies penetrated into the processing of particular part of aircraft and engines at very low price under the support of their governments. This poses a threat in the price competition. Furthermore, the constant cost reduction demands from international companies, such as Boeing’s “Partnering for Success 2.0” and Airbus’ “Saving Levers 2020+” strategies, are adding more challenges to the already stringent situation.

To relieve from the vicious cycle of cutthroat competition, AIDC has already oriented towards the development of system parts and components and seeked to engage in the high value-added aircraft segments and engine components. Meanwhile, AIDC has organized the Taiwan Aerospace Industry A-Team 4.0 Alliance with the objectives of “cross-sector alliance, work division of same sector, lean production , and competitiveness enhancement”, and has integrated diverse sectors including; raw materials, machinery, manufaturing and logistics to form the aerospace industry supply chain. It is hoped that by bringing together suppliers who share similar value and concepts, and via work division by speciality and strength to promote the cooperation between members and eventually upgrade the competitivness of Taiwan aerospace indusry as a whole.

1.2.4.3 Industrial Technology Service Business

AIDC mainly uses its aerospace technology on hand to provide the service. In supporting the government in the development of strategic industries and the demand for large-scale system engineering in the private sector, AIDC develops relevant products and services and has already gained an edge in the competition.

1.3 Overview of Technology and R&D:

1.3.1 The R&D expenses in the last 2 years are shown in the table below. In the future, more

funding will be injected into R&D for fine-tuning the core competence:

Unit:NT$ thousands

Item 2017 2018 Q1 of 2019
R&D Expenditures 407,178 545,217 Note 2
Net Revenue 27,537,414 28,182,098 Note 2
% of Revenue 1.48 % 1.94 % Note 2

Note 1: A 2-4% of annual net revenue will be allocated as R&D expenditures in the future.

Note 2: The financial information for Q1 FY 2019 has not been audited by the CPA up to the printing of the annual report, therefore it is not disclosed.

3.3.2 The technologies or products developed in FY 2018 are shown in the table below:

Item Technologyor Product Result
1 HALE UAV flight test program 1. Complete the first test flight of UAV experimental
body, achieved a major engineering and
technology integration verification, to lay the
foundation for the follow-up development.
2. Complete the items of flight test contract with
NSPO.

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2 Ceramic Area Intelligent
Monitor System
1. Use the slurry monitoring system to control slurry
characters, and the warning system feeds back
information to operators and engineers when
error comes up. This way, we can significantly
reduce the fails and improve the quality.
2. Use the environment monitoring system to
prevent the environment temperature and
humidity getting out of the specification. If
operators cannot deal with the environment
problems right away, that may lead to fail of
entire shell molds. With the use of warning
system to inform the operators and engineers,
we can prevent the shell molds failure.
3. With the use of warning system to inform any
emergency problems, we can preclude the risk of
production line shut down.
3 Profile Measurement System
for Curved Sheet Parts
The study, "Profile measurement system for curved
sheet parts", is the measurement of the sheet
metal parts for the aircraft engine afterburner. At
present, it is often inspected by templates for quick
and rough comparison or by CMM with
time-consuming high-precision measurement. After
the development of the study, the speed and
accuracy of measurement can be greatly improved.
The process can be improved by the analysis of the
profile condition of parts to raise the product yield,
reduce the inspection time, save production cost,
and reduce risks of customer returns andpenalty.
4 On-line Machining Quality
Monitoring and Automatic
Virtual Metrology (AVM)
System Development – An
Application in Engine Case
Machining
1. Completion of AVM human machine interface
(HMI) development.
2. Completion of visual recognition and inspection
functions and HMI for tool wear prognostics
system.
3. Completion of automatic model building and
management modules in the AVM system.
5 Casing Assembly Optical
Inspection System
Introduction of automatic optical inspection
technology, using machine vision image
identification to replace human eye detection,
development of "automatic monitoring system for
split assembly parts" based on multi-axis electronic
control platform, to achieve automated testing,
reduce human negligence, and strengthen quality
management.
Current testable items:
Whether the sheath is installed, the out ring is
expanded properly, the hole is broken off the iron
residue, screw is installed, nut arc direction is
correct, whether there is more than the joint
surface, accessories assembly direction is fit. To
ensure achieving the results of stable installation
qualityand no failure.

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6 Development of Fast Flow
Production System
1. Achieved development of sheet metal shop
robotic routing and drilling system and
successfully completed 82 parts of B737 project,
Airbus M2 project and AJT project.
2. Achieved development of sheet metal shop
robotic grinding system and completed 1 C-Series
project skin part.
3. Achieved development of composite material
robotic routing and drilling system and
completed 52 parts including B737 project and
FTE project with the system.
4. Achieved development of composite material
robotic grinding system and completed 1 C-Series
project skin part.
5. Finished development of KUKA auto program
path compensation software and applied to
robotprogram.
7 New Process Development
and Production Engineering
Improvement
1. Developed with National Tsing Hua University
CATIA V5 interface and knowledgeware and
applied to tool design.
2. AIDC has developed three CATIA custom models
in 2018: (1)BOM Editor; (2)Main BOM models;
and (3)Sub BOM models.
3. Established hydroforming mould design database
for sheet metal hydroforming part of 1.2mm
(0.05 inch).
4. Cooperated with National Cheng Kung University
and utilized STAMPACK software to analyze sheet
metal hydroforming springing back and
established (1) material model for experiment
and analysis, and (2) 3-dimension simulation
model.
5. Finished 25 hydroforming mould development
for sheet metal T condition material
hydroforming.
8 Development of Extrusion
Aluminum Bending Forming
1. Airbus M2 Project: Ten of T profile parts used
bending forming process to replace stretching
forming process. The benefit of bending forming
process is that operator can produce many parts
with one raw material which prevents
waste of material.
2. AJT Project: Nine of T profile parts used bending
forming process to replace stretching forming
process.
3. Development of economizing raw material: For
M2 project, ten of T profile parts utilized raw
material effective to produce multiple parts
4. Established data card to record forming process:
Kept data card on all extrusion aluminum
bending parts in order topass on the experience.
9 Flat Panel Display High brightness multi-function display development
byusingLED backlight technology.

1.3.3 R&D Direction in the Future

  • 1.3.3.1 Development of New Products: Based on military business demands invest in the development of military aircraft related products and passenger airplane seats.

  • 1.3.3.2 Development and Upgrading of Critical Technology: Upgrade the design of aircraft structural parts (composites or non-composites), manufacturing, and assembly technology. Upgrade

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the capacity in the development of engine parts and components and production technology. Development of the capacity in maintenance, repair and overhaul of aircraft. Upgrade and refinement of the core testing capacity of flight control system.

  • 1.3.3.3 Refinement of Production Process: Develop and improve the process for production, assembly and automation, establish intelligent production and manufacturing to enhance business management efficiency.

1.4 Business Development Plans in the Long and Short Run

1.4.1 Defense Business

  • 1.4.1.1 Short Run: Provide quality- and schedule-compliant service to carry out the new advanced jet trainer development program and F-16A/B upgrade program.

  • 1.4.1.2 Long Run: Pursue the business of the primary trainers and next generation fighters, develop the business for the commercial maintenance of military aircraft, I-level maintenance and depot-level maintenance work of the Air Force 1st and 3rd Logistics Commands.

1.4.2 Commercial Aviation Business

  • 1.4.2.1 Short Run : Make an all-out effort to pursue existing order increment and manufacturing proportion expansion, implement lean management and intelligent manufacturing to increase project revenue, and pursue business vigorously in manufacturing popular jet model by fortifying strategic partnership with international companies such as Boeing, Airbus and Rolls-Royce.

  • 1.4.2.2 Long Run: Integrate competitive edge of Taiwan suppliers, provide assistance to upgrade the supply chain performance, attain balanced growth in metal and composites businesses, and enhance competitiveness of regional aerospace industry.

1.4.3 Industrial Technology Service Business

  • 1.4.3.1 Short Run : further development of green engineering business and flight service of atmospheric testing and measurement for the prevention of disasters.

  • 1.4.3.2 Long Run: extend the application of aviation technology to support the development of national strategic industries and the demand of the large-scale engineering and industrial upgrading of the private sector, and assist the development of related industries and services.

2. Market and Industry Outlook

2.1 Market Analysis

2.1.1 The Regions and Targets of Sales (Supply) of Premium Products (Services):

Product Category Area Customers
Defense Domestic Ministry of National Defense, Ministry of Interior, National Chung-Sahn
Institute of Science and Technology.
Commercial aviation Foreign Manufacturing of aircraft body: Aerospace manufacturing giant firms in
Europe, America, and Japan, such as Boeing, Airbus, Bombardier, Bell
Helicopter, Sikorsky, Leonardo, Spirit, and Mitsubishi.
Engines: Engine manufacturing giant firms in Europe and America, such
as GE,Rolls-Royce,Safran,Pratt & Whitney,and Honeywell.
Industrial Technology
Service

Domestic
National Aerospace Center, Taiwan Railway Corporation, Taipei Rapid
Transit Corporation, Tung’s Taichung MetroHarbor Hospital, Central
Weather Bureau.
Foreign Bangkok rapid transit system in Thailand, The MTR Corporation Limited
in HongKong.

2.1.2 Market Share

2.1.2.1 Defense Business

AIDC has the capacity in full-range logistics support service of AT-3 and IDF and the advantage of the

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maintenance of the aforementioned aircrafts and engines, performance upgrade, and fleet maintenance. In addition, the advocacy of the Ministry of National Defense for outsourcing private contractors for the maintenance of different types of military aircraft and the government-owned and contract-operated military industry plants makes AIDC an indispensable supplier.

2.1.2.2 Commercial Aviation Business

AIDC has emerged as a strategic partner of major aerospace industrial firms of the world and is the leader of aerospace industry of Taiwan. AIDC has already been accredited for different parts and components in the aerospace industry and has good experience in international cooperation and mainly secure the contracts of renowned international giant firms. The international market is so big that the market share is conditioned by the sales of products of the giant firms. As such, there is no information on the market share of the parts and components in the aerospace industry available for reference.

2.1.2.3 Industrial Technology Service

AIDC provides industrial technology service on the foundation of aerospace technology, and expands and applies the technology to tracks, automobile electronics, energy technology, and aviation service. However, the income from this business only occupies a small portion of the revenue. As such, the shares in respective markets have not been estimated.

2.1.3 The Supply and Demand in the Market and Growth in the Future

2.1.3.1 Defense Business

In view of the existing service and future combat requirements for jet fighters of the ROC Air Force, in order to maintain combat power and improve aircraft availability, requirements for replacement and upgrade are growing. As such, AIDC has the opportunity for growth in the supply of weapon systems for the armed forces, the maintenance of different types of military aircraft, and the government-owned, contractor-operated business.

2.1.3.2 Commercial aviation Business

The global aerospace industry has strong business opportunities for the next 20 years, though affected by factors such as, unstable world political and economic situation, low oil prices and aircraft replacement. Due to the fact that most of the new airplanes orders are placed in advance, the backlog of 5000 to 6000 airplanes are expected to sustain the growth in steady level.

2.1.3.3 Industrial Technology Service Business

For environmental protection, the government makes positive effort in the advocacy of green energy technology and circular economy. As such, green engineering has the opportunity for further growth. The economic booming in the Southeast Asia drives more public installations and transportation facilities. There is the opportunity for the growth of the mechatronics business.

2.1.4 Competitive Edge

2.1.4.1 Defense Business

AIDC has the capacity in integrated design, manufacturing and logistics support in maintenance of the whole aircraft, and can help to extend the life span, upgrade the performance, commercial maintenance of military aircrafts, and the GOCO business.

2.1.4.2 Commercial aviation Business

The years of joint venture with international giant firms enabled AIDC to establish world-class engineering design capacity in body structure, advanced composite materials, and avionics for commercial aircraft, and support the needs in the development of various business areas with flexible design of production process.

AIDC has been accredited the ISO 9001 and AS9100 systems and the quality accreditation system of Boeing, Airbus, Bombardier, Sikorsky and Bell, and has developed positive partnership with the

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aforementioned aerospace giant firms.

In the area of aircraft engine, the manufacturing technology capacity of engine case of AIDC has been recognized by the international aircraft engines giant firms, and AIDC has been accredited the quality accreditation system of the area of aircraft engine as well. Currently, AIDC mainly manufactures engine cases, and is engaged in essential partnership with the top 5 engine manufacturers including GE, Honeywell, Pratt & Whitney, Rolls-Royce of the UK, and Snecma.

2.1.4.3 Industrial Technology Service Business

AIDC has large-scale aviation system development experience, possesses mature technology and capability in engineering integration, testing and manufacturing.

2.1.5 Factors Favorable and Unfavorable for Development and the Response

2.1.5.1 Favorable Factors

  • A. Taiwan government has designated five innovative industries as the driving force of the next generation. Defense industry being one of the five is expected to lead the investment of the industry.

  • B. Among the strong demand from the emerging markets, Asia-Pacific region contributes the most, with a 40% of the total global demand. AIDC has been dedicated in the aerospace industry and successfully entered the global aerospace supply chain, along with Taiwan’s position as a regional hub of Asia-Pacific, which is conducive to the business growth.

2.1.5.2 Unfavorable Factors and Response

  • A. The cost reduction demands from international companies have grown into a huge pressure. Whether it is Boeing’s or Airbus’s supplier strategy, they all tend to bind new business opportunity with cost reduction negotiation.

Response

AIDC will upgrade and refine the core competence of research and development, design and manufacturing process, and adopt lean production to enhance technology added value, reduce cost, and improve competitiveness.

In addition, AIDC will keep abreast of the dynamics and development trend of the industry, integrate the edge of Taiwan Aerospace Industry A-Team 4.0 alliance, provide assistance to upgrade supply chain level, establish a long-term and stable cooperation relationship with collaborative partners, enhance competitiveness of regional aerospace industry, pursue higher position in the global aviation supply chain, and reduce the risk of cutthroat price competition from global suppliers.

  • B. Technology advanced countries adopted highly automated and intelligent machinery to enhance production efficiency; on the other hand, the newly emerging countries established low-cost aerospace clusters with government support. Both have unfavorable impacts on business development of AIDC.

Response

AIDC has implemented Industry 4.0 to develop iAIDC intelligent manufacturing platform, and via robots, internet of things, big data and CPS technologies to consolidate digital manufacturing and intelligent management, upgrade production efficiency and enhanced competitive power.

2.2 The Primary Purpose of Main Products and the Production Process

2.2.1 Primary Purpose

Product Category Purpose
Maintenance of
Airplanes and
Vehicles
Defense, combat training, commercial aircraft, commercial helicopters, aircraft aviation
control/navigation/monitoring, maintain normal operation/function of
aircrafts/engines/avionics within the life span.
Engines Engine for aircrafts,industrial use engines.
Industrial Large-scale engineeringsystem is applicable to national infrastructure,aerospace

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Product Category Purpose
Technology
Services
technology is applicable to the research and manufacturing of high value-added industry
and common household products/technology services to upgrade the industrial level of
Taiwan.

2.2.2 Production Process

==> picture [470 x 124] intentionally omitted <==

2.3 The Supply of Key Materials

AIDC is an aerospace manufacturer and relies on qualified suppliers designated by the customers in the supply of direct materials given its specific nature. The materials include the materials for the manufacturing of aircraft body structure, engines and chemical substances (including composite materials). For securing better terms and conditions of supply, AIDC usually entered into long-term contracts with the suppliers in line with the needs of the customers. The supply of key materials is shown in the table below:

Name of key material Supplier Status of supply
Metals AMS
BRALCO
TMX
TW Metals
FUTURE
The key suppliers of aluminum, steel,
titanium plate, sheet, tube, rod, and
molded forms of metals in market.
Non-metals HEXCEL
TORAY
LUBAIR
PPG
EURO
The key suppliers of composite materials,
rubber, paints, and cell devices in market.
Standard metal parts RBC
ARCONIC
WESCO
KLX
PEERLESS
The key suppliers of standard metal parts,
electronic parts.
Finished items and
non-standardized parts
S.F.C.
PCC
M.I.I.
L.M.O.C.
As per the request of the customers.

2.4 The Names of the Customers Each Accounted for More than 10% of the Purchase (Sales) and the Amount and Proportion of Purchase (Sales) in any of the Last 2 Years, and the Reasons for the Changes. Use Code Names for Customer Name and Counterparty Required by the Agreements to Keep Confidential and these Parties are not Related Parties to AIDC.

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2.4.1 The List of Customers Each Accounted for More than 10% of the Net Purchase in the Last

2 Years: AIDC did not have any particular supplier that accounted for more than 10% of the net

purchase in 2017, therefore the chart below only listed the information of 2018.

2017 2017 2017 2017 2018 2018 2018 2018 1/1/2019~3/31/2019 1/1/2019~3/31/2019 1/1/2019~3/31/2019 1/1/2019~3/31/2019
Item % of Q1
% of 2017 % of 2018
Relation Relation of 2019 Relation
Customer Amount Total Net Customer Amount Total Net Customer Amount
to AIDC to AIDC Net to AIDC
Revenue Revenue
Revenue
1 - - - - A 1,220,695 11.42 None A Note 2 Note 2 Note 2
Others - - - Others 10,220,506 88.58 Others Note 2 Note 2 Note 2
Net
Revenue

-
- - Net
Revenue
11,651,201 100.00 Net
Revenue

Note 2
Note 2 Note 2

Note 1: AIDC is in good relationship with the aforementioned major supplier and there has been no significant change.

Note 2: Financial information for Q1 of FY 2019 has not been audited by the CPA up to the date of printing of this annual report, therefore it is not disclosed.

2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2

Years:

2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
2.4.2 The List of Customers Each Accounted for More than 10% of the Net Sales in the Last 2
Years:
Unit:NT$ thousands; %
2017 2018 1/1/2019~3/31/2019
Item % of Q1
% of 2017 % of 2018
Relation Relation of 2019 Relation
Customer Amount Total Net Customer Amount Total Net Customer Amount
to AIDC to AIDC Net to AIDC
Revenue Revenue
Revenue
1 A 14,390,052 52.26 None A 12,000,069 42.58 None A Note 3 Note 3 Note3
2 B 3,803,466 13.81 None B 5,428,577 19.26 None B Note 3 Note 3 Note3
Others 9,343,896 33.93 Others 10,753,452 38.16 Others Note 3 Note 3 Note3
Net
Revenue
27,537,414 100.00 Net
Revenue
28,182,098 100.00 Net
Revenue

Note 3
Note 3 Note3

Note 1: AIDC is in good relationship with the aforementioned 2 major customers and there has been no significant change in the last 2 years.

Note 2: The aforementioned financial information for FY 2017 and FY 2018 is based on the audited figures under IFRSs.

Note 3: Financial information for Q1 of FY 2019 has not been audited by the CPA up to the date of printing of this annual report, therefore it is not disclosed.

2.5 Production Volume and Value in the Last 2 Years: Unit:NT$ thousands

Year
2017 2017 2017 2018 2018 2018
Val.
&
Vol.
Product
Production Production Production Production Production Production
Capacity Volume Value Capacity Volume Value
Maintenance of Airplanes and
Vehicles
14,111,330 14,116,344
Engines 8,114,205 9,739,209
Industrial TechnologyServices 284,110 367,675
Total 22,509,645 24,223,228

Note 1: The items for delivery included self-made parts, spare parts, support equipment, documents, software, and technology service. The nature of the business is made-to-order and there are no standard items therefore the estimation of production capacity and volume is not available.

Note 2: The items of engines for delivery including spare parts, service, and OEM order for commercial engines of foreign countries.

Note 3: The financial information of FY 2017 and 2018 are based on the audited figures under IFRSs.

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2.6 The Sales Value and Volume in the Last 2 Years: Unit:NT$ thousands

Year
2017 2018
Val.
&
Vol.
Product
Domestic Foreign Domestic Foreign
Qty Amount Qty Amount Qty Amount Qty Amount
Maintenance of Airplanes and
Vehicles
12,577,561 5,171,850 8,726,509 7,238,061
Engines 2,456,929 6,959,889 2,885,574 8,932,811
Industrial TechnologyServices 299,353 71,832 352,148 46,995
Total 15,333,843 12,203,571 11,964,231 16,217,867

Note 1: The items for delivery included self-made parts, spare parts, support equipment, documents, software, and technology service. The nature of the business is made-to-order and there are no standard items therefore the estimation of production capacity and volume is not available.

Note 2: The items of engines for delivery including spare parts, service, and OEM order for commercial engines of foreign countries.

Note 3: The financial information of FY 2017 and FY2018 are based on the audited figures under IFRSs.

3. Employee Profiles in the Last 2 Years to the Date this Report was Printed

1/1/2019~
Year 2017 2018
3/31/2019
Level I Executives and higher 25 27 22
Others 4953 4988 5038
Total 4978 5015 5060
Average Age(years) 45.6 45.6 45.6
Average Years of Service(years) 12.5 13.1 13.1
Education Ph.D. 0.52% 0.52% 0.55%
Master’s 17.12% 17.75% 18.12%
Bachelor’s 34.21% 36.67% 37.71%
Other Higher Education 24.11% 22.83% 22.09%
High School 23.64% 21.89% 21.21%
Junior High and below 0.40% 0.34% 0.32%

Note: Chairman, President and 7 directors are not included.

4. Information on Expenditures for Environmental Protection

In the last 2 years up to the fourth quarter of 2018, the loss incurred from pollution to the environment and the total amount of penalty, with disclosure of the plan to tackle with the pollution problem and the possible expenditures:

  • 4.1 There has been no loss or penalty incurred from pollution to the environment in the last 2 years.

  • 4.2 In 2012, the groundwater under Taichung Complex site was found contaminated. AIDC then installed the monitoring well inside and outside the Complex to monitor the quality of groundwater, commissioned a professional firm to conduct a detailed investigation within the area of pollution, and prepared an effective plan to remediate the pollution issue for the Authority’s approval. The Environmental Protection Bureau of Taichung approved the “Taichung Complex Site No. 1 Groundwater Pollution Cleanup Plan” on June 26, 2013. This plan will cost NT$ 260.84 million and the remediation project is expected to be completed in October 2018. The current progress is as follows:

  • 4.2.1 The Environmental Protection Bureau of Taichung has approved the “AIDC Taichung Complex Site No. 1 Groundwater Pollution Cleanup Plan” and self-certificated plan for recordation on March 13, 2018.

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  • 4.2.2 The Environmental Protection Bureau of Taichung has approved the “Completion of Improvement Report of AIDC Taichung Complex Site No. 1 Groundwater Pollution Cleanup Plan ” and self-certificated plan for recordation on December 5, 2018.

  • 4.2.3 AIDC submitted a request to Environmental Protection Bureau of Taichung on December 7, 2018 for approval of implementing the improvement verification procedure, and received the official approval for implementation on December 17, 2018.

5. Labor-Management Relation

5.1 Specify the Welfare Policy, Continuing Education, Training, and Retirement Systems and

the Status of Implementation, Labor-management Coordination and the Measures for the Protection of the Rights and Privileges of the Employees

5.1.1 Welfare Policy of the Company

  • 5.1.1.1 Welfare Policy: Provide all employees with labor insurance, national health insurance and accident insurance with NT$4 million insured. General physical examination for all employees and special physical examination for employees engaged in special duties. Prices and awards are also offered.

  • 5.1.1.2 Employee Welfare Committee: AIDC has established the Employee Welfare Committee in accordance with the Employee Welfare Fund Statue for coordination of all fringe benefits for the employees, supervise and advocate all group activities with subsidy. In addition, an annual budget has been prepared for the planning of welfare to subsidize employees in matrimony, funeral, sickness, maternity and paternity. Gifts were also granted on birthdays and festivities. Recreational activities, parent-children events, and group activities were organized for the employees as well.

5.1.1.3 Psychological health care has also been an essential policy of AIDC:

The Company has established the Employee Assistance System (EAS) operating through Employee Assistance Center. The EAS integrates the resources of labor safety, human resources, psychological counseling, employee welfare and community to form a network of care. It provides timely aid to the employees by funding assistance for hospitalization, concern for the decease of employees and families, medical expenses and major disasters. It also helps to launch the Employee Assistance Programs (EAPs), including: office observers program, individual and family consultation assistance, project for balancing work and living, psychological health assessment, assistance for employees in sickness and injury and group support, care for new employees, care for the employees at retirement, mindfulness-based stress reduction and weight loss project.

The Company has launched office observers program which provide the training and and promote the EAS actively to strengthen employees and family care with the Care Workers Volunteer Team and the Unit Care System. It also actively promotes staff to assist in the systemic care mechanism, with a personalized and group-based staff assistance program to provide staff and is a body and mind health care information and resources, strengthen employee and family care and support services, improve employees' physical and mental health and reduce unsafe behavior, avoid human error, reduce the risk and cost of health hazards, improve mental health and workplace safety.

The Company applies its human resources to fulfilling corporate social responsibility, efforts of which include; holding social care activities through its volunteer group, supporting social welfare and care for remote area education, government and charity groups activities, providing volunteer service opportunity to retired employees to enrich their value of life, promoting good deed and helping the weak; encouraging employees to make donations; and providing direct/indirect assistance to the operation of the disadvantaged group. In view of its outstanding services, the Company was honored with “2018 national award for outstanding enterprise volunteer group”by the Ministry of Health and

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Welfare.

  • 5.1.1.4 The Regulation and Operation of the Committee Against Sexual Harassment: AIDC has instituted the guideline for filing complaints and punishment of sexual harassment at workplace, and has established a Sexual Harassment Complaints Committee in 2002 for the prevention of sexual harassment with positive effort.

  • 5.1.1.5 Compliant Response Committee: AIDC has instituted the regulation governing complaints from the employees. This committee seeks to protect the legitimate rights of the employees and respond to the complaints thereof. This function helps to improve labor-management relation.

5.1.1.6 Creation of a Friendly and LOHAS Workplace:

AIDC highly treasures the value and spirit of human right and equality of both sexes, and makes proactive effort in materializing such rights through its internal code for nurturing an environment of sexual equality. In addition, AIDC also employs social misfortunes and pursue safety and health management at workplace, bolster consensus and identification as a team, motivate the employees and enhance work efficiency for the creation of a workplace preferred by all employees. Our great effort has received recognition by Taichung City government and was awarded the “Happy Workplace Three-Star Award” in 2018.

  • 5.1.1.7 Building up a Parent-Friendly Environment: AIDC encourages marriage and childbearing and is dedicated to providing employees a parent-friendly environment. AIDC offers a variety of parent-focused support -- pregnancy and postpartum care, lactation rooms, parental leave, maternity benefits, and monthly childcare subsidy for a maximum of 2 years. Furthermore, regardless of the gender and work, both male and female employees are eligible to unpaid parental leave.

5.1.2 Employee Training and Continuing Education

To observe the spirit of “Talent Quality-Management System, TTQS” introducted by Workforce Development Agency, Ministry of Labor, AIDC developed its training quality system and established Education & Training Committee and Education & Training Promotion Team to administer internal talent cultivation and employee training.

  • 5.1.2.1 Employee Training: AIDC provides training for the employees through orientation of new employees and on-the-job training. The focus of orientation training is the merge with AIDC culture and understanding of concept, quality and cost, teamwork and the job skills required for all duties at entry level. From day one, new employees have to undergo a 3-6 months training program of general duties and professional duties in line with the probation. The training aims at developing the potential of the new employees to adapt to the new work environment and perform the assigned duties with competence. Current employees will receive internal and external training in line with requirments such as corporate strategic objectives, legal rules, organizational development, business contracts, and employee career development; and that includes business management, lecturer training, lean management, material management, cost management, project management, contract negotiation, business marketing, and other critical management skills, together with engineering development, production and manufacturing, production process, machinery processing, process specification, quality inspection, aircraft maintenance, avionics repair and maintenance, information management,flight engineering, occupational safety and health and related professional training. These skills would be essential to ensure all officers and employees of related business are competent for the duties. The Company continues to promote aerospace industry professional competency plan and has developed the competency models for various professions of the industry. Through competency appraisal to plan for training and application and that will help to upgrade the quality of the work force and competitiveness of the Company. In 2018, AIDC provided 5,415 training courses (excluding online learning courses) with 122,481 person-times

75

participated and that amounted to a total of 363,270 training hours.

  • 5.1.2.2 On-the-job Training: AIDC selects employees of good standing and with high potential to receive domestic and overseas full-time education or part-time education every year, and is engaged in cooperative education program with a number of universities. AIDC also subsidizes and encourages employees to engage in continuing education, participation in the test of foreign language proficiency, and get licensing of relevant technical skills. AIDC spares no effort to encourage employees to engage in lifetime learning, self-development and upgrade of professional standing at all times. In 2018, 77 employees took part in the full-time or part-time education programs and the continuing education subsidized by AIDC; and 48 employees received subsidies for foreign language proficiency and 6 employees for professional certification tests.

5.1.3 Employee Retirement Plan and Implementation

5.1.3.1 Retirement under the Old System

  • A. According to the “AIDC Employee Retirement, Pension, and Layoff Guideline”, the pension for retirement of AIDC employees could be claimed from the account at the Bank of Taiwan.

  • B. The “Employee Pension Reserve Monitoring Committee” was established pursuant to Article 56 of the Labor Standards Act. The “Employee Pension Reserve Monitoring Committee” was convened on January 25, April 26, July 30 and October 22, 2018 respectively to review and monitor the contribution to pension fund and the balance of pension reserve for the employees.

  • C. AIDC appoints an actuarial professional to conduct actuarial calculation on the pension fund, and allocates pension expenses for deposit according to the actuarial calculation report on January 4, 2018, at the special pension account at the Bank of Taiwan in compliance with legal requirements (allocation of 2~15%).

5.1.3.2 Retirement under the New System

All employees under the new system are subject to the rules of the “Labor Pension Act” thereby contributing 6% of their monthly salary to their individual special pension accounts at the Labor Insurance Bureau.

5.1.4 Labor-management Agreement and the Pursuit of Policy for the Protection of Labor Rights

  • 5.1.4.1 Labor-management meetings: AIDC management held 6 meetings with Taichung and Gang Shan Labor Unions to discuss and exchange views on topics such as, long-term employment, promotion, flexible working hours, and extension of accrued vacation to ensure the rights of employees are duly protected.

  • 5.1.4.2 AIDC firmly embraces the principle of labor-management harmony and the advocacy of labor-management cooperation thereby spares no effort to cultivate channels for communications with the employees for protecting their rights. In addition, AIDC also holds labor-management meetings pursuant to Article 83 of the Labor Standards Act and the “Regulations Governing Labor-Management Meetings”. Corporate labor-management meetings were held in January, April, July and October 2018, and March, June, October and December in Gang Shan.

  • 5.1.4.3 To maintain good labor-management relations, the management hosted dinners with directors and supervisors of Taichung Labor Union, and Gang Shan Labor Union in January and December 2018 respectively.

  • 5.1.4.4 As the collective agreements between the Company and Taichung and Gang Shan labor unions expired on August 20, 2017, 12 negotiations of the new agreements were launched, and the new agreements were signed on May 22, 2018.

  • 5.2 Loss Caused by Labor-management Disputes in the Last 2 years to the Date this Report was Printed

76

AIDC always treasures labor-management harmony and there has been no significant loss caused by labor-management disputes deriving in the last 2 years to the date this report was printed. It is expected that no significant loss may incur in foreseeable years from labor-management disputes.

6. Major Agreements

ContractingParty Principal Content
Airbus Commercial aircraft components andparts manufacturing program
Bell Helicopter components andparts manufacturing program
Boeing Commercial aircraft components andparts manufacturing program
Bombardier Commercial aircraft components andparts manufacturing program
FHI Commercial aircraft components andparts manufacturing program
GE Engineparts manufacturing program
GKN Commercial aircraft components andparts manufacturing program
Honeywell Engineparts manufacturing program
KHI Commercial aircraft components andparts manufacturing program
Latecoere Commercial aircraft components andparts manufacturing program
Leonardo Commercial aircraft components andparts manufacturing program
MITAC Commercial aircraft components andparts manufacturing program
PFW Commercial aircraft components andparts manufacturing program
Pratt & Whitney Engineparts manufacturing program
Rohr,Inc Commercial aircraft components andparts manufacturing program
Rolls-Royce Engineparts manufacturing program
Sikorsky Helicopter components andparts manufacturing program
Spirit Commercial aircraft components andparts manufacturing program
Ministry of National
Defense R.O.C.
GOCO program for 11th Maintenance & Supply Group
IDF Modification and Maintenance Programs
NCSICT Advanced Jet Trainer Program

77

VI. Financial Position

1. Concise Financial Statement Covering the Last 5 Years

1.1 Concise Balance Sheet and Comprehensive Income Statement- IFRSs

1.1.1 Consolidated Concise Balance Sheet:

Unit:NT$ thousands

Fiscal Year Fiscal Year Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years
Title 2014 2015 2016 2017 2018 2019 Q1
Current Assets 20,455,490 23,111,931 29,014,820
Note 4
Real Properties, Plants, and
Equipment
8,244,072 8,718,654 8,352,719
Note 4
Intangible Assets 734,805 1,000,404 867,785
Note 4
Other Assets (Note 5) 1,590,633 921,892 1,584,230
Note 4
Total Assets 31,025,000 33,752,881 39,819,554
Note 4
Current
Liabilities
Cum-dividend 16,499,889 15,508,917 21,805,607
Note 4
Ex-dividend 17,408,151 16,573,227 Note 3 Note 4
Non-current Liabilities 2,164,672 5,140,922 3,880,330
Note 4
Total
Liabilities
Cum-dividend 18,664,561 20,649,839 25,685,937
Note 4
Ex-dividend 19,572,823 21,714,149 Note 3 Note 4
Shareholders’ Equity
Attributable to the Parent
Company
12,360,439 13,103,042 14,133,617
Note 4
Capital Stock 9,082,615 9,418,671 9,418,671
Note 4
Capital Surplus Note 4
Retained
Earnings
Cum-dividend 3,257,799 3,716,543 4,706,032
Note 4
Ex-dividend 2,013,481 2,652,233 Note 3 Note 4
Other Equity 20,025 (32,172) 8,914
Note 4
Treasury Stock Note 4
Uncontrolled Equity Note 4
Total Equity Cum-dividend 12,360,439 13,103,042 14,133,617
Note 4
Ex-dividend 11,452,177 12,038,732 Note 3 Note 4

Note 1: The basis for FY 2016 to FY 2018 is audited figures under IFRSs.

  • Note 2: AIDC is not required to prepare consolidated financial statements for FY 2014 and FY 2015, FY 2016 is the first-time consolidated financial statements.

  • Note 3: Up to the date of the printing of this annual report, proposal for distribution of earnings for FY 2018 has not been resolved by the shareholders’ meeting.

  • Note 4: Up to the date of the printing of this annual report, the first quarter of FY 2019 has not been audited by the CPA.

  • Note 5: Other assets include fair value through other comprehensive income noncurrent financial assets, noncurrent financial assets at cost, investment accounted for under the equity method, deferred income tax assets, prepayments for equipment, other noncurrent financial assets and other noncurrent assets.

1.1.2 Concise Individual Company Balance Sheet:

Fiscal Year Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years
Title 2014 2015 2016 2017 2018
Current Assets 18,942,251
21,185,744
20,440,224 23,098,583
28,977,692
Real Properties, Plants, and
Equipment
4,853,536
5,713,002
8,242,666 8,717,619
8,351,958
Intangible Assets 339,894 412,054 734,805 1,000,404
867,785
Other Assets (Note 5) 1,190,419 1,393,382 1,606,922 900,628
1,602,010

78

Fiscal Year Fiscal Year Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years Financial Information Covering the Last 5 Years
Title 2014 2015 2016 2017 2018
Total Assets 25,326,100 28,704,182 31,024,617 33,717,234
39,799,445
Current Liabilities Cum-dividend 12,932,282
13,765,578
16,499,622 15,473,314 21,785,498
Ex-dividend 13,767,883
15,000,814
17,407,884 16,537,624
Note 4
Non-current Liabilities 2,100,316
3,412,009

2,164,556
5,140,878
3,880,330
Total Liabilities Cum-dividend 15,032,598
17,177,587
18,664,178 20,614,192
25,665,828
Ex-dividend 15,868,199
18,412,823
19,572,440 21,678,502
Note 4
Shareholders’ Equity
Attributable to the Parent
Company
10,293,502
11,526,595

12,360,439
13,103,042
14,133,617
Capital Stock 9,082,615
9,082,615

9,082,615
9,418,671
9,418,671
Capital Surplus
Retained Earnings Cum-dividend 1,199,633
2,413,365

3,257,799
3,716,543
4,706,032
Ex-dividend 364,032
1,178,129
2,013,481 2,652,233
Note 4
Other Equity 11,254 30,615
20,025
(32,172)
8,914
Treasury Stock
Uncontrolled Equity
Total Equity Cum-dividend 10,293,502
11,526,595

12,360,439
13,103,042
14,133,617
Ex-dividend 9,457,901
10,291,359
11,452,177 12,038,732
Note 4

Note 1: The figures for FY 2014 to FY 2018 are audited under IFRSs.

  • Note 2: Aforementioned figures for FY 2014-2015 are based on AIDC financial statement, figures for FY 2016-2018 are based on AIDC and subsidiary financial statement.

  • Note 3: Proposal for distribution of earnings for FY 2017 has been resolved by the shareholders’ meeting on June 26, 2018.

  • Note 4: Up to the date of the printing of this annual report, proposal for distribution of earnings for FY 2018 has not been resolved by the shareholders’ meeting.

  • Note 5: Other assets include fair value through other comprehensive income noncurrent financial assets, noncurrent financial assets at cost, investment accounted for under the equity method, deferred income tax assets, prepayments for equipment, other noncurrent financial assets and other noncurrent assets.

1.1.3 Consolidated Concise Comprehensive Income Statement:

Unit:NT$ thousands

Fiscal Year
Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years
Title 2014 2015 2016 2017 2018 2019Q1
Revenue 27,325,514 27,537,414 28,182,098
Note 3
Gross Profit 4,115,496 3,900,142 3,639,590
Note 3
Operating Income 2,725,933 2,769,768 2,346,158
Note 3
Non-operating
Income and Expenses
(131,710) (490,979) 305,860
Note 3
Earnings before Taxation 2,594,223 2,278,789 2,652,018
Note 3
Earnings for
Continued Operations
2,082,655 1,747,981 2,092,016
Note 3
Earnings for
Discontinued Operations
Note 3
Earnings in Current Period 2,082,655 1,747,981 2,092,016
Note 3
Other Incomes in Current
Period(after taxation)
(13,575) (97,116) (91,468)
Note 3

79

Fiscal Year
Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years
Title 2014 2015 2016 2017 2018 2019Q1
Total Incomes
in Current Period
2,069,080 1,650,865 2,000,548
Note 3
Earnings Attributable to
Parent Shareholders
2,082,655 1,747,981 2,092,016
Note 3
Earnings Attributable to
Uncontrolled Equity
Note 3
Total Comprehensive Incomes
Attributable to Parent
Shareholders
2,069,080 1,650,865 2,000,548
Note 3
Total Comprehensive Incomes
Attributable to Uncontrolled
Equity
Note 3
Earnings per Share (NTD)
(Note 4)
2.21 1.86 2.22
Note 3

Note 1: The information for FY 2016 to FY 2018 are the audited figures under IFRSs.

Note 2: AIDC is not required to prepare consolidated financial statements for FY 2014 and FY 2015. FY 2016 is the first-time consolidated financial statements.

Note 3: Up to the date of printing of this annual report, information of Q1 of FY 2019 has not been audited by the CPA, therefore it is not disclosed.

Note 4: Per IAS 33, earnings per share is subject to retroactive adjustment based on the proportion of capital increase out of earnings for all periods presented.

1.1.4 Concise Individual Company Comprehensive Income Statement:

Unit:NT$ thousands

Fiscal Year
Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years

Financial Information Coveringthe Last 5 Years
Title 2014 2015 2016 2017 2018
Revenue 24,924,039
26,878,156
27,325,514 27,537,414
28,156,144
Gross Profit 2,765,133
3,251,707
4,115,496 3,887,062
3,596,641
Operating Income 1,454,433
2,153,717
2,725,542 2,769,621
2,340,133
Non-operating
Income and Expenses
384,173
328,567
(131,475) (568,342)
267,966
Earnings before Taxation 1,838,606
2,482,284
2,594,067 2,201,279
2,608,099
Earnings for
Continued Operations
1,871,503
2,029,169
2,082,655 1,747,981
2,092,016
Earnings for
Discontinued Operations
Earnings in Current Period 1,871,503
2,029,169
2,082,655 1,747,981
2,092,016
Other Incomes in Current
Period(after taxation)
22,900
39,525
(13,575) (97,116)
(91,468)
Total Incomes
in Current Period
1,894,403
2,068,694
2,069,080 1,650,865
2,000,548
Earnings Attributable to
Parent Shareholders
1,871,503
2,029,169
2,082,655 1,747,981
2,092,016
Earnings Attributable to
Uncontrolled Equity
Total Comprehensive Incomes
Attributable to Parent
Shareholders
1,894,403
2,068,694
2,069,080 1,650,865
2,000,548
Total Comprehensive Incomes
Attributable to Uncontrolled
Equity
Earnings per Share (NTD)
(Note3)
1.99 2.15 2.21 1.86
2.22

80

  • Note 1: The figures for FY 2014-2018 are audited under IFRSs.

  • Note 2: Aforementioned figures for FY 2014-2015 are based on AIDC financial statement, figures for FY 2016-2018 are based on AIDC and subsidiary financial statement.

  • Note 3: Per IAS 33, earnings per share is subject to retroactive adjustment based on the proportion of capital increase out of earnings for all periods presented.

1.1.5 Notes to the Variation of the Audited Financial Figures and the Financial Figures Approved by NAO

1.1.5.1 AIDC is still a state-owned enterprise which requires its accounting and financial statements to be prepared in accordance with the Criteria for the Compilation of Financial Statements by Securities Issuers, Commercial Accounting Act, Regulation on Business Entity Accounting Handling, and the ROC GAAP. Where the Executive Yuan, Ministry of Economic Affairs, and the National Audit Office may promulgate different regulations governing the accounting of state-owned enterprises, comply accordingly. Account settlement of each fiscal year shall be subject to the review of the Executive Yuan and the National Audit Office of the Control Yuan. The aforementioned review includes the review of AIDC on the execution of the budget passed by the Legislative Yuan. The accounts of AIDC shall be confirmed only after the review. As of 2012, the journal books of AIDC have been subjected to the review of the Executive Yuan and National Audit Office of the Control Yuan, which was based on the ROC GAAP before the application of IFRSs. Related adjustment has been made and the accounts were updated accordingly.

1.1.5.2 AIDC compiled its financial statement under IFRSs since 2013 in compliance with the “Introduction of IFRSs to State-Owned Enterprises Implementation Scheme” established by the Executive Yuan. The financial report of FY2013 was the very first financial report prepared in accordance with the IFRSs, and has been reviewed by the Executive Yuan and the National Audit Office of the Control Yuan. Related adjustments and accounts update have been made as per their instructions. The financial statements covering FY 2013 were prepared in accordance with the IFRSs and reviewed by NAO. The financial statements covering FY 2014 were prepared in accordance with IFRSs and audited accordingly.

1.1.5.3 AIDC was a state-owned enterprise under the Ministry of Economic Affairs and became a private owned corporate on August 21, 2014. The financial statements prepared before privatization were based on the figures audited by NAO and Executive Yuan. After privatization, the financial figures audited by independent accountants and the figures approved by NAO are congruent.

1.2 Materiality that may Affect the Consistency of the Aforementioned Condensed Financial Statements in Comparison, such as Change in Accounting Policy, Corporate Merger, or Discontinuation of Specific Operation Segments, and the Effect on the Financial Statement of Relevant Period: None.

2. Names of External Auditors and Their Opinions in the Last 5 Years

2.1 External Auditors and Their Audit Opinions in the Last 5 Years

Year Accounting Firm Name of CPA Audit Opinion
2014 Deloitte & Touche Done-Yuin Tseng, Ted Cheng Modified Unqualified Opinions
2015 Deloitte & Touche Done-Yuin Tseng, Ted Cheng Unqualified Opinions
2016 Deloitte & Touche Done-Yuin Tseng, Ted Cheng Unqualified Opinions

81

Year Accounting Firm Name of CPA Audit Opinion
2017 Deloitte & Touche Lie-Dong Wu, Done-Yuin Tseng Unqualified Opinions
2018 Deloitte & Touche Lie-Dong Wu, Done-Yuin Tseng Unqualified Opinions

2.2 If there is a Replacement of the External Auditors in the Last 5 Years, Explanation of the

Replacement by the Company, the Former and the Current External Auditors

The replacement of external auditors in 2017 was the result of the internal rotation of duties of the CPA firm.

2.3 If a domestic company has been going public for 7 consecutive years, or a foreign company has been public for 7 consecutive years but the financial statements were audited by the same certified public accountant, explain why there is no replacement of the certified public accountant, the independence of the certified public accountant currently in service, and substantive measures taken by the Company to bolster the independent position of the certified public accountant.: None.

3. Financial Analysis in the Last 5 Years

3.1 Comprehensive Analysis of the Consolidated Financial Data of the Last 5 Years –IFRSs:

Fiscal Year Fiscal Year Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years 20191
Title 2014 2015 2016 2017 2018 Q
Financial
Structure
(%)
Liabilities to Assets
Ratio
60.15 61.17 64.50 Note 3
Long-term Capital
to Property, Plant,
and Equipment
Ratio
159.00 195.88 203.18 Note 3
Ability to
Pay Debt
(%)
Current Ratio 123.97 149.02 133.06 Note 3
Quick Ratio 61.94 69.48 75.27 Note 3
Debt Service
Coverage Ratio
21.37 20.17 20.89 Note 3
Utility A/C Turnover Rate
(times)
3.85 3.22 2.25 Note 3
Average Daily Cash
Receipt
94.80 113.35 162.22 Note 3
Inventory Turnover
Rate(times)
2.26 2.54 2.74 Note 3
A/P Turnover Ratio
(times)
16.22 15.69 12.63 Note 3
Average Days of
Sales
161.50 143.70 133.21 Note 3
Property, Plant and
Equipment
Turnover Rate
(times)
3.91 3.24 3.30 Note 3
Total Assets
Turnover Rate
(times)
0.91 0.85 0.76 Note 3
Profitability Return on Assets 7.32 5.70 5.97 Note 3

82

Fiscal Year Fiscal Year Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years Financial Analysis Covering the Last 5 Years 20191
Title 2014 2015 2016 2017 2018 Q
(%)
Return on Equity
(%)
17.43 13.72 15.36 Note 3
EBT to Paid-in
Capital Ratio(%)
28.56 24.19 28.15 Note 3
Net Profit Rate (%) 7.62 6.34 7.42 Note 3
EPS (NTD)(Note 4) 2.21 1.86 2.22 Note 3
Cash
Flow
Cash Flow Ratio
(%)
27.47 6.64 Note 3
Cash Flow
Suitability Ratio
(%)
119.13 85.39 59.77 Note 3
Cash Reinvestment
Ratio(%)
13.02 0.41 Note 3
Leverage Operation
Leverage
1.52 1.45 1.56 Note 3
Financial Leverage 1.04 1.04 1.06 Note 3
Reasons for Changes in the Items of Financial Analysis in the Last 2 Years (if the change falls below 20%, no
analysis is necessary):
1. Decrease in receivables turnover rate and increase in average days of cash receipt of FY 2018 are due to
the increase in revenue of FY2018 and customer order mainly occured in December which cause the
increase in accounts receivable.
2. Cash flow ratio and cash reinvestment ratio: mainly because of the increase in revenue of FY 2018,
customer order placement mostly in December, and the prepayments for execution of defense business
which lead to net cash flow from operating activities in current period.
3. Cash flow suitability ratio of FY 2018 drops because of decrease in net cash flow from operating activities
and increase in capital expenditure and cash dividend in the last 5years.

Note 1: The figures for FY 2016-2018 are the audited figures under IFRSs.

Note 2: AIDC is not required to prepare consolidated financial statements for FY 2014- 2015. FY 2016 is the first-time consolidated financial statements. Note 3: Up to the publication of this annual report, Q1 2019 financial statements have not been audited by the CPA, therefore it is not disclosed. Note 4: Per IAS 33, earnings per share is subject to retroactive adjustment based on the proportion of capital increase out of earnings for all periods presented. Note 5:The equation for calculation in this sheet:

  1. Financial structure

  2. (1) Liabilities to assets ratio = total liabilities / total assets

  3. (2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities) /net property, plant, and equipment

  4. Ability to pay debt

  5. (1) Current ratio = current assets/ current liabilities

  6. (2) Quick ratio = (current assets – inventory – prepaid expenses)/ current liabilities

  7. (3) Debt service coverage ratio = EBIT/ interest expenses in current period

  8. Utility (1) Receivables (including accounts receivable and note receivable deriving from business operation) turnover rate = net sales/ average receivables (including accounts receivable and notes receivable deriving from business operation) in relevant periods.

  9. (2) Average days of cash receipt = 365/account receivable turnover rate

  10. (3) Inventory turnover rate = cost of sales/ average inventory

  11. (4) Payables (including accounts payable and notes payable deriving from business operation) turnover rate = cost of sales/ balance of average payables (including accounts payabls and notes payable deriving from business operation) in relevant periods.

  12. (5) Average days of sales = 365 / inventory turnover rate

  13. (6) Property, plant and equipment turnover rate = net sales / average net property, plant, and equipment

  14. (7) Total assets turnover = net sales / average total assets

  15. Profitability

  16. (1) Return on assets = [Earnings (loss) net + interest expense x (1-tax rate)]/average total assets

  17. (2) Return on equity = Earnings (loss) net / average total equity

  18. (3) Net profit rate = Earnings (loss) net / net sales

  19. (4)Earnings per share = (incomes attributable to parent shareholders’ equity – preferred share dividend) /weighted average quantity of outstanding shares (Note 6)

  20. Cash flow

  21. (1) Cash flow ratio = net cash flow from operation / current liabilities

83

  • (2) Net cash flow suitability ratio = net cash flow from operation in the last 5 years / (capital expenditure + increase of inventory + cash dividend) in the last 5 years

  • (3) Cash reinvestment ratio = (net cash flow from operation – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital) (Note 7)

  • Leverage

  • (1) Operation leverage = (net sales – operating variable cost and expense) / operating income (Note 8)

  • (2) Financial leverage = operating income / (operating income – interest expenses)

Note 6: On applying the equation for calcuation of the earnings per share, following factors shall be noted:

  1. The calculation is based on the weighted average quantity of common shares, not the number of the outstanding issued shares at year end.

  2. In the case of capital increased by cash or trade of treasury stock, time of the circulation shall be considered in calculating weighted average shares.

  3. In the case of capital increase by earnings recapitalization, on calculating earnings per share for the previous fiscal year and 1/2 fiscal year, the calculation shall be retrospected and adjusted per the ratio of capital increase, not the period of issuance.

  4. If the stock is non-convertible cumulative preferred stock, the dividend of the current year (whether distribute or not) shall be deducted from net profit or added to net loss. If the preferred stock is non-cumulative, in the case of net earnings, dividend of the preferred stock shall be deducted from net earnings; no adjustment is required in the case of loss.

Note 7: On cash flow analysis, following factors shall be noted:

  1. Net cash flow provided by operating activity refers to the net cash inflow provided by operating activity in the Statement of Cash Flows.

  2. Capital expense refers to the cash flow of capital investment each year.

  3. Inventory increase shall only be recorded when the amount at the end of the period is greater than that of the beginning of the period; if less, the number 0 shal be recorded.

  4. Cash dividend includes cash dividend of common share and preferred share.

  5. Gross value of property, plant and equipment refers to the total value of property, plant and equipment before deducting accumulated depreciation.

  6. Note 8: Items of operating cost and operating expense shall be broken into fixed and variable categories. In the event that estimation or subjective judgement is involved, rationality and consistency shall be observed.

84

3.2 Comprehensive Analysis of the AIDC Individual Company Financial Data of the Last 5 YearsIFRSs:

Fiscal Year Fiscal Year Financial Information Coveringthe Last 5 Years Financial Information Coveringthe Last 5 Years Financial Information Coveringthe Last 5 Years Financial Information Coveringthe Last 5 Years Financial Information Coveringthe Last 5 Years
Title 2014 2015 2016 2017 2018
Financial
Structure
(%)
Liabilities to Assets
Ratio
59.35 59.84 60.15 61.13 64.48
Long-term Capital to
Property, Plant and
Equipment Ratio
226.34 235.38 159.03 195.90 203.20
Ability to
Pay Debt
(%)
Current Ratio 146.47 153.90 123.88 149.28 133.01
Quick Ratio 68.45 62.27 61.85 69.55 75.17
Debt Service Coverage
Ratio
29.61 19.60 21.37 19.52 20.57
Utility A/C Turnover Rate
(times)
4.81 4.28 3.85 3.22 2.25
Average Daily Cash
Receipt
75.88 85.28 94.80 113.35 162.22
Inventory Turnover
Rate(times)
2.47 2.33 2.26 2.54 2.74
A/P Turnover Ratio
(times)
13.60 16.46 16.22 15.70 12.64
Average Days of Sales 147.77 156.65 161.50 143.70 133.21
Property, Plant and
Equipment Turnover
Rate(times)
5.00 5.08 3.91 3.24 3.29
Total Assets Turnover
Rate(times)
1.06 0.99 0.91 0.85 0.76
Profitability Return on Assets(%) 8.20 7.92 7.32 5.70 5.98
Return on Equity (%) 20.02 18.59 17.43 13.72 15.36
Pre-tax Income to
Paid-in Capital Ratio
(%)
20.24 27.33 28.56 23.37 27.69
Net Profit Rate(%) 7.50 7.54 7.62 6.34 7.43
EPS(NTD) 1.99 2.15 2.21 1.86 2.22
Cash Flow Cash Flow Ratio(%) 17.47 27.47 6.92
Cash Flow Suitability
Ratio(%)
132.31 140.02 118.98 85.61 60.01
Cash Reinvestment
Ratio(%)
6.38 13.02 0.55
Leverage Operation Leverage 2.27 1.68 1.52 1.45 1.56
Financial Leverage 1.04 1.06 1.04 1.04 1.06
Reasons for Changes in the Items of Financial Analysis in the Last 2 Years (if the change falls below 20%, no
analysis is necessary):
1. Decrease in receivables turnover rate and increase in average days of cash receipt of FY 2018 are due to the
increase in revenue of FY2018 and customer order were concentrated in December which cause the increase
in accounts receivable.
2. Cash flow ratio and cash reinvestment ratio: mainly because of the increase in revenue of FY 2018, customer
order placement mostly in December, and the prepayments for execution of defense business which lead to
net cash flow from operating activities in current period.
3. Cash flow suitability ratio of FY 2018 drops because of decrease in net cash flow from operating activities
and increase in capital expenditure and cash dividend in the last 5years.

Note 1: The figures from FY 2014-2018 are audited under IFRSs.

Note 2: Aforementioned figures for FY 2014-2015 are based on AIDC financial statement, figures for 2016-2018 are based on AIDC and subsidiary financial statement.

Note 3: Per IAS 33, earnings per share is subject to retroactive adjustment based on the proportion of capital increase out of earnings for all

85

periods presented.
Note 4:The equation for calculation in this sheet:
1. Financial structure
(1) Liabilities to assets ratio = total liabilities / total assets
(2) Long-term capital to property, plant and equipment ratio = (Total equity + non-current liabilities)/ net property, plant and equipment
2. Ability to pay debt
(1) Current ratio = current assets/ current liabilities
(2) Quick ratio = (current assets – inventory – prepaid expenses)/ current liabilities
(3) Debt service coverage ratio = EBIT/ interest expenses in current period
3. Utility
(1) Receivables (including accounts receivable and notes receivable deriving from business operation) turnover rate = net sales / average
receivables (including accounts receivable and notes receivable deriving from business operation) in relevant periods.
(2) Average days of cash receipt = 365/account receivable turnover rate
(3) Inventory turnover rate = cost of sales / average inventory
(4) Payables (including accounts payable and notes payable deriving from business operation) turnover = cost of sales / balance of average
payables (including accounts payable and notes payable deriving from business operation) in relevant periods.
(5) Average days of sales = 365 / inventory turnover rate
(6) Property, plant and equipment turnover rate = revenue/ average net property, plant and equipment
(7) Total assets turnover = revenue/ average total assets
4. Profitability
(1) Return on assets = [Earnings (loss) net + interest expense x (1-tax rate)]/average total assets
(2) Return on equity = Earnings (loss) net / average total equity
(3)Net profit rate = Earnings (loss) net / net sales
(4) Earnings per share = (incomes attributable to parent shareholders’ equity – preferred share dividend) / weighted average quantity of
outstanding shares (note 5)
5. Cash flow
(1) Cash flow ratio = net cash flow from operation / current liabilities
(2) Net cash flow suitability ratio = net cash flow from operation in the last 5 years / (capital expenditure + increase of inventory + cash
dividend) in the last 5 years
(3) Cash reinvestment ratio = (net cash flow from operation – cash dividend) / (gross property, plant and equipment + long-term investment
+ other non-current assets + working capital) (note 6)
6. Leverage
(1) Operation leverage = (net sales – change in cost of operation and expense) / operating income (note 6)
(2) Financial leverage = operating income / (operating income – interest expenses)
Note 5: On applying the equation for calcuation of the earnings per share, following factors shall be noted:
1. The calculation is based on the weighted average quantity of common shares, not the number of the outstanding issued shares at year end.
2. In the case of capital increased by cash or trade of treasury stock, time of the circulation shall be considered in calculating weighted average
shares.
3. In the case of capital increase by earnings recapitalization, on calculating earnings per share for the previous fiscal year and 1/2 fiscal year,
the calculation shall be retrospected and adjusted per the ratio of capital increase, not the period of issuance.
4. If the stock is non-convertible cumulative preferred stock, the dividend of the current year (whether distribute or not) shall be deducted
from net profit or added to net loss. If the preferred stock is non-cumulative, in the case of net earnings, dividend of the preferred stock
shall be deducted from net earnings; no adjustment is required in the case of loss.
Note 6: On cash flow analysis, following factors shall be noted:
1. Net cash flow provided by operating activity refers to the net cash inflow provided by operating activity in the Statement of Cash Flows.
2. Capital expense refers to the cash flow of capital investment each year.
3. Inventory increase shall only be recorded when the amount at the end of the period is greater than that of the beginning of the period; if
less, the number 0 shal be recorded.
4. Cash dividend includes cash dividend of common share and preferred share.
5. Gross value of property, plant and equipment refers to the total value of property, plant and equipment before deducting accumulated
depreciation.
Note 7: Items of operating cost and operating expense shall be broken into fixed and variable categories. In the event that estimation or
subjective judgement is involved, rationality and consistency shall be observed.
Note 8: In the case of the Company with shares having non par value or a par value other than NT$10, for the paid-in capital ratio in the
calculation mentioned above shall be substituted with incomes attributable to parent shareholders’ equity ratio of the balance sheet.

86

4. Quasi-Audit Committee Review Report on the Financial Statements of Previous Year

==> picture [334 x 471] intentionally omitted <==

==> picture [324 x 471] intentionally omitted <==

87

5. Audited Consolidated Financial Statements of the Previous Year

INDEPENDENT AUDITORS’ REPORT The Board of Directors and Shareholders Aerospace Industrial Development Corporation

Opinion

We have audited the accompanying consolidated financial statements of Aerospace Industrial Development Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

  • 88 -

Impairment loss of inventory

The Group assesses impairment of raw materials based on individual identification. The assessment of impairment loss of the raw materials involves the use of the management's critical judgment and, hence, the assessment is considered as a key audit matter. The Group assesses the impairment loss of the raw materials based on current market conditions and future consumption in accordance with IAS 2. Refer to Notes 5 and 10 to the financial statements for the relevant accounting policy, accounting judgments and estimation uncertainties, and other information. Our key audit procedures performed in regard to the impairment assessment include the following:

  1. We tested the inventory aging report for completeness and accuracy.

  2. We inquired and assessed the reasons for inventories aged over one year but have not provided allowance for impairment.

  3. We test checked the net realizable value of inventory, and we evaluated the reasonableness of the allowance for impairment loss.

  4. We observed the physical count of inventory at year end and we test-checked actual quantity counted on tags. We also noted those which appeared to be obsolete or slow-moving items and traced them to the Company’s impairment assessment worksheet.

Warranties

The Group provides warranties for military product maintenance, and the percentage of certain provisions involve management's critical judgment; hence, we consider provision for warranties as a key audit matter. Refer to Notes 5 and 19 for the relevant accounting policy, accounting judgments and estimation uncertainties, and other information. Our key audit procedures performed in regard to the provisions for warranties include the following:

  1. We obtained the documents based on the management’s decision on the provision rate and we evaluated the reasonableness of the rates compared with rates in the past periods.

  2. We recalculated the amount of provision.

  3. We evaluated the reasonableness of the provision against the actual usage of warranties.

Other Matter

We have also audited the parent company only financial statements of Aerospace Industrial Development Corporation as of and for the years ended December 31, 2018 and 2017 on which we have issued an unqualified opinion.

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.

  • 89 -

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 members of the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

  7. 90 -

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lie-Dong Wu and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China March 28, 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 91 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (Notes 4 and 6)
Notes receivable (Notes 4 and 9)
Trade receivables from unrelated parties (Notes 4 and 9)
Trade receivables from related parties (Notes 4 and 29)
Other receivables (Notes 4 and 9)
Inventories (Notes 4, 5 and 10)
Other financial assets - current (Notes 4, 15 and 30)
Other current assets (Notes 16 and 29)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
Financial assets measured at cost - non-current (Notes 4 and 8)
Investment accounted for using equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 30)
Intangible assets (Notes 4 and 14)
Deferred tax assets (Notes 4 and 24)
Prepayments for equipment
Other financial assets - non-current (Notes 4, 15 and 30)
Other non-current assets (Notes 4, 9 and 16)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 17 and 30)
Short-term bills payable (Note 17)
Contract liabilities (Note 4)
Trade payables to unrelated parties
Trade payables to related parties (Note 29)
Other payables (Notes 18 and 29)
Current tax liabilities (Notes 4 and 24)
Current portion of long-term borrowings (Notes 17 and 30)
Net defined benefit liabilities - current (Notes 4 and 20)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 17 and 30)
Provisions - non-current (Notes 4, 5 and 19)
Deferred tax liabilities (Notes 4 and 24)
Long-term deferred income
Guarantee deposits
Total non-current liabilities
Total liabilities
EQUITY
Ordinary shares
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total equity
TOTAL
December 31
2018
2017
Amount
%
Amount
%
$ 962,896
2
$ 1,065,791
3
2,684
-
23,509
-
15,036,728
38
9,278,949 28
310,857
1
308,373
1
100,306
-
99,055
-
6,798,041
17
6,770,848 20
1,932,100
5
3,811,126 11

3,871,208
10

1,754,280

5

29,014,820
73

23,111,931
68
103,467
-
-
-
-
-
79,200
-
602,985
2
428,906
2
8,352,719
21
8,718,654 26
867,785
2
1,000,404
3
286,129
1
305,324
1
376,417
1
81,682
-
10,807
-
10,807
-

204,425

-

15,973

-

10,804,734
27

10,640,950
32
$ 39,819,554
100
$ 33,752,881
100
$ 7,730,000
20
$ 6,515,000 19
2,499,575
6
2,499,329
7
83,898
-
148,945
1
1,993,498
5
1,394,004
4
294,289
1
201,665
1
3,518,693
9
3,747,714 11
198,140
1
260,674
1
5,289,606
13
342,606
1
82,447
-
33,422
-

115,461

-

365,558

1

21,805,607
55

15,508,917
46
2,838,029
7
3,975,635 12
771,067
2
939,150
3
65,179
-
21,677
-
315
-
351
-

205,740

1

204,109

-

3,880,330
10

5,140,922
15

25,685,937
65

20,649,839
61
9,418,671
23
9,418,671 28
702,338
2
531,146
2
1,933,627
5
1,473,474
4
2,070,067
5
1,711,923
5

8,914

-

(32,172)

-

14,133,617
35

13,103,042
39
$ 39,819,554
100
$ 33,752,881
100
December 31
2018
2017
Amount
%
Amount
%
$ 962,896
2
$ 1,065,791
3
2,684
-
23,509
-
15,036,728
38
9,278,949 28
310,857
1
308,373
1
100,306
-
99,055
-
6,798,041
17
6,770,848 20
1,932,100
5
3,811,126 11

3,871,208
10

1,754,280

5

29,014,820
73

23,111,931
68
103,467
-
-
-
-
-
79,200
-
602,985
2
428,906
2
8,352,719
21
8,718,654 26
867,785
2
1,000,404
3
286,129
1
305,324
1
376,417
1
81,682
-
10,807
-
10,807
-

204,425

-

15,973

-

10,804,734
27

10,640,950
32
$ 39,819,554
100
$ 33,752,881
100
$ 7,730,000
20
$ 6,515,000 19
2,499,575
6
2,499,329
7
83,898
-
148,945
1
1,993,498
5
1,394,004
4
294,289
1
201,665
1
3,518,693
9
3,747,714 11
198,140
1
260,674
1
5,289,606
13
342,606
1
82,447
-
33,422
-

115,461

-

365,558

1

21,805,607
55

15,508,917
46
2,838,029
7
3,975,635 12
771,067
2
939,150
3
65,179
-
21,677
-
315
-
351
-

205,740

1

204,109

-

3,880,330
10

5,140,922
15

25,685,937
65

20,649,839
61
9,418,671
23
9,418,671 28
702,338
2
531,146
2
1,933,627
5
1,473,474
4
2,070,067
5
1,711,923
5

8,914

-

(32,172)

-

14,133,617
35

13,103,042
39
$ 39,819,554
100
$ 33,752,881
100
2018
Amount
%
$ 962,896
2
2,684
-
15,036,728
38
310,857
1
100,306
-
6,798,041
17
1,932,100
5

3,871,208
10

29,014,820
73
103,467
-
-
-
602,985
2
8,352,719
21
867,785
2
286,129
1
376,417
1
10,807
-

204,425

-

10,804,734
27
$ 39,819,554
100
$ 7,730,000
20
2,499,575
6
83,898
-
1,993,498
5
294,289
1
3,518,693
9
198,140
1
5,289,606
13
82,447
-

115,461

-

21,805,607
55
2,838,029
7
771,067
2
65,179
-
315
-

205,740

1

3,880,330
10

25,685,937
65
9,418,671
23
702,338
2
1,933,627
5
2,070,067
5

8,914

-

14,133,617
35
$ 39,819,554
100




























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

  • 92 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 4, 22 and 29)
COST OF GOODS SOLD (Notes 10, 23 and 29)
GROSS PROFIT
OPERATING EXPENSES (Notes 23 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Notes 4 and 9)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other income (Notes 4 and 23)
Other gains and losses (Notes 4 and 23)
Share of profit of associate (Note 4)
Finance costs (Note 4)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 24)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS) (Note
4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized loss on investments in equity
instruments designated as at fair value through
other comprehensive income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
Amount
%
$ 28,182,098
100

24,542,508
87

3,639,590
13

130,943
1
618,777
2
545,217
2
(1,505)

-


1,293,432

5

2,346,158

8

188,679
1
15,374
-
235,111
1
(133,304)
(1)


305,860

1

2,652,018
9
560,002

2


2,092,016

7

(38,217)
-
(70,070)
-
2017



























Amount
%
$ 27,537,414
100

23,637,272
86

3,900,142
14

124,996
-

598,200
2

407,178
2

-

-

1,130,374

4

2,769,768
10

193,040
1

(805,416)
(3)

240,264
1

(118,867)
(1)

(490,979)
(2)

2,278,789
8

530,808

2

1,747,981

6

(44,919)
-

-
-
(Continued)
  • 93 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (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
Other comprehensive loss for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Note 25)
Basic
Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
Amount
%
$ 16,819

-


(91,468)

-

$ 2,000,548

7

$ 2.22

$ 2.21
2017








Amount
%
$ (52,197)

-

(97,116)

-
$ 1,650,865

6
$ 1.86
$ 1.85

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

(Concluded)

  • 94 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2018 AND 2017

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Share dividends distributed by the Company
Profit for the year ended December 31, 2017
Other comprehensive loss for the year ended December 31, 2017, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2017
BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective restatement
BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended December 31, 2018, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2018
BALANCE AT DECEMBER 31, 2018
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Other Equity (Note 4)
Unrealized gain (loss) on
Investments in Equity
Instruments Designated
Exchange Differences on
as at Fair Value
Translating Foreign
Through Other
Operations
Comprehensive Income
$ 20,025
$ -


-

-


-

-


-

-


-

-

-
-

(52,197)

-


(52,197)

-

(32,172)
-

-

94,337


(32,172)

94,337


-

-


-

-


-

-

-
-

16,819

(70,070)


16,819

(70,070)

$ (15,353)
$ 24,267
Total Equity
$ 12,360,439

-

-

(908,262)

-
1,747,981

(97,116)

1,650,865
13,103,042

94,337

13,197,379

-

-

(1,064,310)
2,092,016

(91,468)

2,000,548
$ 14,133,617














Ordinary Shares
(Note 21)
$ 9,082,615

-

-

-

336,056
-

-

-
9,418,671

-

9,418,671

-

-

-
-

-

-
$ 9,418,671
Retained Earnings (Note 21) Unappropriated
Earnings
$ 2,086,241

(208,266)

(624,796)

(908,262)

(336,056)
1,747,981

(44,919)

1,703,062
1,711,923

-

1,711,923

(171,192)

(460,153)

(1,064,310)
2,092,016

(38,217)

2,053,799
$ 2,070,067














Legal Reserve
$ 322,880


208,266


-


-


-

-

-


-

531,146

-


531,146


171,192


-


-

-

-


-

$ 702,338
Special Reserve
$ 848,678


-


624,796


-


-

-

-


-

1,473,474

-


1,473,474


-


460,153


-

-

-


-

$ 1,933,627

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

  • 95 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Reversal of excepted credit loss on trade receivables
Reversal of impairment loss on trade receivables
Finance costs
Interest income
Dividend income
Share of profit of associate
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized net loss on foreign currency exchange
Recognized (reversal) of provisions
Other income from liabilities
Amortized other non-current assets
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Other receivables
Inventories
Other current assets
Contract liabilities
Trade payables
Other payables
Other current liabilities
Deferred income
Cash generated from (used in) operations
Interest received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Decrease (increase) in other financial assets
Increase in other non-current assets
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2018
$ 2,652,018

900,289
424,181
(1,505)
-
133,304
(58,757)
(90)
(235,111)
(812)
20,044
1,691
4,023
(11,080)
20,096
20,825
(5,755,398)
(12,955)
(217,343)
(2,267,703)
(65,047)
692,898
(183,561)
(243,379)

(36)

(4,183,408)
70,462
(123,673)
(549,031)

(4,785,650)

(567,743)
9,114
(21,744)
15,814
(270,032)
1,876,535

(201,573)
2017
$ 2,278,789
822,009
452,388

-
(4,027)
118,867

(67,964)

(78)

(240,264)

1,352
88,153
242,930
(24,962)

(5,951)
-
(18,782)
(2,153,203)

92,559

664,193
(1,140,100)

(59,371)
182,150

142,156

332,088

351

1,703,283
55,385

(120,343)

(608,346)

1,029,979
(1,462,412)
2,599

(16,160)
19,508

(656,011)
(1,993,822)

-
(Continued)
  • 96 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Increase in prepayments for equipment
Dividend received
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds of guarantee deposits received
Refund of guarantee deposits
Dividends paid to owners of the Company
Net cash generated from financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES
NET DECREASE IN CASH
CASH AT THE BEGINNING OF THE YEAR
CASH AT THE END OF THE YEAR
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31













2018
$ (197,490)

77,726

720,607

45,960,000

(44,745,000)
32,096,560
(32,096,314)
22,457,000
(18,647,606)
229,450
(227,819)
(1,064,310)


3,961,961


187

(102,895)

1,065,791

$ 962,896
2017
$ (253,985)

544,148
(3,816,135)
52,302,000
(52,987,000)
8,692,399
(8,191,952)
3,570,000
(1,167,606)
252,141

(260,295)

(908,262)

1,301,425

(9,576)
(1,494,307)

2,560,098
$ 1,065,791

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

  • 97 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

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

1. ORGANIZATION AND OPERATIONS

Aerospace Industrial Development Corporation (the “Company”) was a state-owned enterprise formed by the Ministry of Economic Affairs on July 1, 1996 from Aero Industry Development Center, Chung-Shan Institute of Science and six other state-owned enterprises. The Company and its subsidiaries (collectively referred to as the “Group”) mainly engage in business categories as follows: design, manufacture, assembly, testing and maintenance of aircraft, engines, avionics and related components; consulting services and technology transfers of aerospace technology, logistical support and engineering technology management of large-scale projects; engineering and development of software and sales of aerospace products.

In July 2001, the initial public offering of the Company was approved by the Securities and Futures Commission (now called Securities and Futures Bureau of the Financial Supervisory Commission (FSC) of the Republic of China (ROC)). On September 13, 2013, in accordance with Rule No. 1020055531, the Company started its privatization process. On August 25, 2014, the Company was listed on the Taiwan Stock Exchange.

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

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the board of directors on March 28, 2019.

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

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

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

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

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

  • 98 -

Classification, measurement and impairment of financial assets

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

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

Measurement Category Measurement Category Measurement Category Carrying Amount Carrying Amount
Financial Assets IAS 39 IFRS 9 IAS 39 IFRS 9 Remark
Cash Loans and receivables Amortized cost $ 1,065,791 $ 1,065,791
Share securities Measured at cost The financial assets are 79,200 173,537 (a)
measured at fair value
through other
comprehensive income
(FVTOCI)
Notes receivable, trade Loans and receivables Amortized cost 9,710,019 9,710,019 (b)
receivables, other
receivables and
overdue receivables
Refundable deposits and Loans and receivables Amortized cost 3,837,773 3,837,773 (b)
other financial assets
IAS 39 IFRS 9 Other
Carrying Carrying Equity
Amount as of Amount as of Effect on
January 1, Reclassifi- Remea- January 1, January 1,
Financial Assets 2018 cations surements 2018 2018
FVTOCI - Equity instruments $
-
$ 79,200
$ 94,337 $ 173,537
$
94,337
Add: Financial assets measured at cost
(IAS 39) 79,200
(79,200)
-
-
-
$
79,200
$ -
$ 94,337 $ 173,537
$
94,337
  • a) Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $94,337 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018.

  • b) Notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits that were previously classified as loans and receivables under IAS 39 were are classified as measured at amortized cost with an assessment of expected credit losses under IFRS 9.

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

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

Under IFRS 15, the net effect of revenue recognized and consideration received and receivable is recognized as a contract asset or a contract liability. Prior to the application of IFRS 15, receivable was recognized or deferred revenue was reduced when revenue was recognized for the contract under IAS 18.

The Group elected only to retrospectively apply IFRS 15 to contracts that were not complete on as of January 1, 2018.

  • 99 -

Impact on assets and liabilities for current year

January 1, 2018
Contract liabilities - current

Unearned receipts

Total effect on liabilities

Increase in contract liabilities - current
Decrease in unearned receipts
Total effect in liabilities
As Originally
Stated
$ -

148,945

$ 148,945
Adjustments
Arising from
Initial
Application



$ 148,945

(148,945)

$ -



Restated
$ 148,945

-
$ 148,945
December 31,
2018
$ 83,898

(83,898)
$ -
  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
New, Amended or Revised Standards and Interpretations
(the“New IFRSs”)
Annual Improvements to IFRSs 2015-2017 Cycle
Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”
IFRS 16 “Leases”
Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”
Amendments to IAS 28 “Long-term Interests in Associates and Joint
Ventures”
IFRIC 23 “Uncertainty Over over Income Tax Treatments”
Effective Date
Announced by IASB (Note 1)
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.

  • Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

  • 100 -

Definition of a lease

Upon initial application of IFRS 16, the Group will elect to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

The Group as lessee

Upon initial application of IFRS 16, the Group will recognize right-of-use assets, or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Currently, payments under operating lease contracts, including property interest qualified as investment properties, are recognized as expenses on a straight-line basis. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows.

The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.

The Group expects to apply the following practical expedients:

  • 1) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Group will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.

Anticipated impact on assets and liabilities

Carrying
Amount as of
December 31,
2018
Right-of-use assets
$ -
Total effect on assets
$ -
Lease liabilities - current
$ -
Lease liabilities - non-current
-
Total effect on liabilities
$ -
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2019
$ 2,407,415
$ 2,407,415
$ 2,407,415
$ 2,407,415
$ 127,869
$ 127,869
2,279,546

2,279,546
$ 2,407,415
$ 2,407,415
  • 101 -

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of other standards and interpretations will not have a significant impact on the Group’s financial position and financial performance.

  • c. New IFRSs in issue by International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note 1) Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 2) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other 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 by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities (assets) which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which 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 the 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 the asset or liability.

  • 102 -

  • 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 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 twelve months after the reporting period, and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. subsidiaries).

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

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 Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

See Note 11 and Table 6 for the detailed information of subsidiaries (including the percentage of ownership and main business).

  • e. Foreign currencies

In preparing the financial statements of each individual group 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 year, 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 on the retranslation of non-monetary items are included in profit or loss for the year 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 case, the exchange differences are also recognized directly in other comprehensive income.

  • 103 -

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the Group entities (including subsidiaries, in other countries that use currency different from the currency of the Company) are translated into the presentation currency - New Taiwan dollars. Income and expense items are translated at the average exchange rates for the year. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

f. Inventories

Inventories consist of raw materials 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. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Raw materials and supplies are recorded at moving weighted-average cost and work-in-process items are recorded at standard cost but adjusted to weighted-average cost on the balance sheet date.

  • g. Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The Group 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 Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.

The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from investment and the carrying amount of the investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized by the Group in its consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

  • h. Property, plant and equipment

Property, plant and equipment are measured at cost, less recognized accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation of property, plant and equipment (including assets held under finance leases) is recognized using the straight-line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

  • 104 -

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. Intangible assets

  • 1) Intangible assets acquired separately

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 with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Internally-generated intangible assets - research and development expenditure

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following have been demonstrated:

  • a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • b) The intention to complete the intangible asset and use or sell it;

  • c) The ability to use or sell the intangible asset;

  • d) How the intangible asset will generate probable future economic benefits;

  • e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • f) The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

  • j. Impairment of tangible and intangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an 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 individual cash-generating units on a reasonable and consistent basis.

  • 105 -

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.

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 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.

  • k. Financial instruments

Financial assets and financial liabilities are recognized when a group entitythe 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 the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (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.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

2018

Financial assets are classified into the following categories: financial assets at amortized cost and equity instruments at FVTOCI.

  • i. 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 assets 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, trade receivables, overdue receivables, notes receivable, other receivables, other financial assets and refundable deposits are measured at amortized cost, which equals to gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

  • 106 -

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset; and

  • ii) Financial asset that has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

  • ii. Investments in equity instruments at FVTOCI

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, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Loans and receivables

Loans and receivables (including cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial asset and refundable deposits) are measured at amortized cost using the effective interest method, at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial.

  • b) Impairment of financial assets

2018

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables and overdue receivables).

The Group always recognizes lifetime Expected Credit Loss (i.e. ECL) for trade receivables and overdue receivables. For all other financial instruments, the Group recognizes lifetime ECL 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.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 107 -

2017

Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the financial assets, that the estimated future cash flows of the investment have been affected.

For financial assets carried measured at amortized cost, such as trade receivables and overdue receivables, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with defaults on receivables.

For a financial asset carried measured at amortized cost, the amount of the impairment loss recognized is the difference between the such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment (at the date on which the impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables and overdue receivables, where the carrying amount is reduced through the use of an allowance account. When trade receivables and other receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables and overdue receivables that are written off against the allowance account.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2017, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. From 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  • 108 -

  • 2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • l. Provisions

Provision is measured at the best estimate of the discounted cash flows 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.

Provision for the expected cost of warranty obligations is recognized at the date of sale of the relevant products, at the Group’s best estimate of the expenditure required to settle the obligation.

  • m. Revenue recognition

2018

The Group identifies the contract with the customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

For the considerations that have been received from customers, the obligation to transfer goods or services to customers is recognized as a contract liability.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of aerospace goods.

  • 2) Revenue from rendering of services

Revenue from rendering of services comes from aircraft maintenance, logistics management and industrial technology services.

2017

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • c) The amount of revenue can be measured reliably;

  • 109 -

  • d) It is probable that the economic benefits associated with the transaction will flow to the Group; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • 2) Revenue from rendering of services

Service income is recognized when services are provided.

Revenue from a contract to provide services is recognized with reference to the stage of completion of the contract.

  • 3) Dividend and interest income

Dividend income from investments is recognized when the a shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Group and that the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis by reference to the principal outstanding and at the applicable effective interest rate.

n. Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheets as a finance lease obligation.

Finance expenses implicit in lease payments for each period are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

  • o. Borrowing costs

Borrowing costs directly attributable to the 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 stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • p. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

  • 110 -

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and recognized in profit or loss on a systematic and rational basis over the useful lives of the related assets.

  • q. 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 service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liability are recognized as employee benefits expense in the period 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 they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. 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.

  • r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the 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 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 carryforward 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 associates, 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

  • 111 -

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 liabilities and assets 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.

  • 3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

  • a. Write-down of inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and the historical experience from selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

  • b. Estimate of provision

Provision is measured using estimated cash flows needed to settle present obligation. If future cash flows will exceed the estimated amount, then the amount of provision may require material adjustment.

  • 112 -

6. CASH

Cash on hand and petty cash
Checking accounts and demand deposits
Rates of bank balance (%)
7. FINANCIAL ASSETS AT FVTOCI - 2018
Emerging marked shares
UHT Unitech Co Ltd. (UHT Ltd.)
Unlisted common shares
Aerovision Avionics Inc. (AAI)
Metro Consulting Service Ltd. (Metro Ltd.)
December 31


2018
2017
$ 503
$ 141
962,393

1,065,650
$ 962,896
$ 1,065,791
0.078-1.1
0.0018-1.00
December 31,
2018
$ 70,400

30,918

2,149

33,067
$ 103,467

These investments in equity instruments are held for medium to long-term strategic purposes and expect to earn profits from long-term investment. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as financial assets measured at cost under IAS 39. Refer to Notes 3 and 8 for information relating to their reclassification and comparative information for 2017.

8. FINANCIAL ASSETS MEASURED AT COST – NON–CURRENT - 2017

December 31, December 31,
2017
Unlisted common shares
AAI Inc.
$
43,200
UHT Ltd. 33,000
Metro Ltd. 3,000
$ 79,200

Management believed that the fair value of the above unlisted equity investments held by the Group cannot be reliably measured due to the very significant range of reasonable fair value estimates; therefore they were measured at cost less impairment at the end of reporting period.

  • 113 -

9. NOTES RECEIVABLES, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Trade receivables from unrelated parties
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tax return receivables
Others
Trade receivables-2018
December 31 December 31






2018
$ 2,684

$ 15,041,936


(5,208)

$ 15,036,728

$ 84,824


15,482

$ 100,306
2017
$ 23,509
$ 9,281,803

(2,854)
$ 9,278,949
$ 66,998

32,057
$ 99,055

The average credit period of sales of goods was 60 to 90 days. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. Credit rating information is obtained from independent rating agencies where available or, if not available, the Group uses other publicly available financial information or its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix by referenced 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. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivables 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.

The following table details the loss allowance of note receivable, trade receivables and overdue recievables receivables (accounted at other non-current assets).

  • 114 -

December 31, 2018

Not Past Due
Expected credit loss rate
0%

Gross carrying amount
$ 14,801,378

Loss allowance (Lifetime ECL)

-


Amortized cost
$ 14,801,378
Less than 90
Days
2%
$ 240,577


(5,075)

$ 235,502
91 to 180
Days
5%
$ 2,665


(133)

$ 2,532
181 to 365
Days
Over 365 Days
50%
100%
$ 2,281 $ 4,687


(1,105)

(4,687)

$ 1,176
$ -
Total
$ 15,051,588

(11,000

$ 15,040,588

The movements of the loss allowance of trade receivables and overdue receivables were as follows:

Balance at January 1, 2018 per IAS 39
Adjustment on initial application of IFRS 9
Balance at January 1, 2018 per IFRS 9
Impairment loss recognized (reversed)
Balance at December 31, 2018
Trade receivables-2017
For the Year Ended
December 31, 2018
For the Year Ended
December 31, 2018


Trade
receivables

$ 2,854

-

2,854

2,354

$ 5,208
Overdue
receivables
$ 9,651

-
9,651

(3,859)
$ 5,792

The average credit period of sales on goods is 60 to 90 days. In determining the recoverability of trade receivables, the Group considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. Allowance for impairment loss was estimated by reference to the aging schedule, past default experience of the counterparties and an analysis of their current financial position.

The aging of receivables was as follows:

December 31,
2017
0-90 days $ 9,277,165
91-180 days
4,638
$ 9,281,803

The above aging schedule was based on the past due date.

The ages of individually impaired trade receivables and overdue receivables (other non-current assets) were as follows:

December 31, December 31,
2017
0-90 days $ 131,124
91-180 days 4,638
181-365 days 476
Over 365 days 9,308
$ 145,546
  • 115 -

The above ages before deducting the allowance for impairment loss was presented based on the past due date.

Past due but not impaired receivables are receivables that were past due at the end of the reporting period but not provided with allowance for impairment. The Group did not have past due but not impaired receivables.

The movements of the allowance for impairment loss were as follows:

Collectively Assessed for Impairment
Balance at January 1
Impairment loss recognized (reversed)
Balance at December 31
For the Year Ended
December 31, 2017
For the Year Ended
December 31, 2017


Trade
Receivables
$ 1,813
1,041

$ 2,854
Overdue
Receivables
$ 14,719

(5,068)
$ 9,651

10. INVENTORIES

December 31
2018
2017
Raw materials
$ 3,629,155
$ 3,100,690
Work in progress

3,168,886

3,670,158
$ 6,798,041
$ 6,770,848
The cost of inventories recognized as cost of goods sold was as follows:
For the Year Ended December 31
2018
2017
Indemnity income
$ (45,219) $ (40,267)
Income from sales of scraps
(47,728)
(31,507)
Loss on disposal of inventories
37,144
39,108
Recognized of inventory write-downs
18,044
85,137
December 31

11. SUBSIDIARIES

Subsidiary included in consolidated financial statements:

Investor
Investee
The Company
AIDC USA LLC (AIDC USA)
For the main businesses of AIDC USA, refer to Table 6.
% of Ownership
December 31
2018
2017
100
100
  • 116 -

The subsidiary included in consolidated financial statements is immaterial subsidiary, the financial statements have been audited.

12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investment in associate
International Turbine Engine Company LLC (ITEC)
December 31 December 31
2018
$ 602,985
2017
$ 428,906

As of December 31, 2018 and 2017, the ownership and voting right of ITEC held by the Group were both 22.05%.

On March 27, 2017, the Company’s board of directors resolved to restructure its investments and, in April 2017, the Company transferred its ownership of ITEC to AIDC USA.

Refer to “Table 6: Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The investments accounted for using the equity method and the share of profit or loss of the associate were based on the associates’ financial statements which have been audited for the same years.

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Land improvements

Buildings
Machinery and equipment
Transportation equipment
Other equipment
Property in construction


Accumulated depreciation
Land improvements
Buildings
Machinery and equipment
Transportation equipment
Other equipment


Impairment
Buildings
Machinery and equipment

For the Year Ended December 31, 2018 For the Year Ended December 31, 2018











Balance,
Beginning of
Year
$ 121,314
5,885,214

12,472,099

735,258
768,605

1,245


19,983,735

114,522
2,649,893

7,403,717

683,362

291,872


11,143,366

26,258

95,457


121,715

$ 8,718,654
Additions
$ -


28,891

428,145

897

23,814

30,907

$ 512,654

$ 1,555


177,749

665,236

13,716

61,677

$ 919,933

$ -


-

$ -
Deductions
Reclassification
$ (575 )
$ -
-
2,112
(179,008 )
48,252
(3,282 )
-
(6,147 )
1,346

-

(2,092)

$ (189,012)
$ 49,618

$ (563 )
$ -
-
-
(170,735 )
-
(3,282 )
-

(6,130)

-

$ (180,710)
$ -

$ -
$ -

-

-

$ -
$ -
Effects of
Foreign
Currency
Exchange
Differences
$ -
-
2
39
6

-

$ 47

$ -
-
1

16

2

$ 19

$ -

-

$ -

Balance,
End of Year
$ 120,739

5,916,217

12,769,490

732,912

787,624

30,060

20,357,042

115,514

2,827,642

7,898,219

693,812

347,421

11,882,608

26,258

95,457

121,715
$ 8,352,719
  • 117 -

For the Year Ended December 31, 2017

Cost
Land improvements

Buildings
Machinery and equipment
Transportation equipment
Leased assets
Other equipment
Property in construction


Accumulated depreciation
Land improvements
Buildings
Machinery and equipment
Transportation equipment
Leased assets
Other equipment


Impairment
Buildings
Machinery and equipment

Balance,
Beginning of
Year
$ 123,706
5,131,565

11,849,710

721,700
42,394
394,339

782,719


19,046,133

115,261
2,478,513

7,133,807

671,667
41,806

239,292


10,680,346

26,258

95,457


121,715

$ 8,244,072
Additions
$ -


33,787

626,640

13,281

-

32,317

107,173

$ 813,198

$ 1,653


173,618

617,554

16,154

588

54,096

$ 863,663

$ -


-

$ -
Deductions
Reclassification
$ (2,392 )
$ -
(2,238 )
722,100
(393,985 )
389,736
(4,446 )
4,826
-
(42,394 )
(1,515 )
343,480

-

(888,647)

$ (404,576)
$ 529,101

$ (2,392 )
$ -
(2,238 )
-
(390,037 )
42,394
(4,443 )
-
-
(42,394 )

(1,515)

-

$ (400,625)
$ -

$ -
$ -

-

-

$ -
$ -
Effects of
Foreign
Currency
Exchange
Differences
$ -
-
(2 )
(103 )

-
(16 )

-

$ (121)

$ -
-
(1 )

(16 )

-

(1)

$ (18)

$ -

-

$ -

Balance,
End of Year
$ 121,314

5,885,214

12,472,099

735,258

-

768,605

1,245

19,983,735

114,522

2,649,893

7,403,717

683,362

-

291,872

11,143,366

26,258

95,457

121,715
$ 8,718,654

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful life of the asset:

Land improvements 2-50 years
Buildings
Main buildings 20-45 years
Others 3-60 years
Machinery and equipment 2-40 years
Transportation equipment 2-15 years
Leased assets 6 years
Other equipment 2-15 years

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 30.

  • 118 -

14. INTANGIBLE ASSETS

Other intangible assets
Computer software
Deferred technical cooperation expenses
Patent
Trademark
Developing intangible assets
Projects non-recurring costs
Cost
Balance at January 1, 2018
Additions from internal developments
Additions
Disposals
Reclassification
Balance at December 31, 2018
Accumulated amortization and impairment
Balance at January 1, 2018
Amortization expense
Disposals
Impairment loss recognized in profit and loss
Balance at December 31, 2018
Carrying amounts at December 31, 2018
Cost
Balance at January 1, 2017
Additions
Additions from internal developments
Disposals
Balance at December 31, 2017
December 31 December 31













2018
$ 113,492
30,262
899

175

144,828
722,957

$ 867,785

Other
Intangible
Assets
$ 944,254
-
65,354
(6,913)

4,297

$ 1,006,992

$ 792,280
76,797
(6,913)

-

$ 862,164

$ 144,828


$ 876,296
82,352
-

(14,394)

$ 944,254
2017
$ 142,800

8,257

667

250

151,974

848,430
$ 1,000,404
Developing
Intangible
Assets
$ 5,857,993
232,554
-

-

-
$ 6,090,547
$ 5,009,563
356,027

-

2,000
$ 5,367,590
$ 722,957
$ 5,250,996
-
651,481

(44,484)
$ 5,857,993
(Continued)
  • 119 -
Accumulated amortization and impairment
Balance at January 1, 2017

Amortization expense
Disposals
Impairment loss recognized in profit and loss

Balance at December 31, 2017

Carrying amounts at December 31, 2017
Other
Intangible
Assets
$ 743,456
63,218
(14,394)

-

$ 792,280

$ 151,974
Developing
Intangible
Assets
$ 4,649,031
402,000

(44,484)

3,016
$ 5,009,563
$ 848,430
(Concluded)

Projects non-recurring costs include the costs related to product design, tooling design and fabrication, production planning, specimen and prototype trial fabrication. Deferred technical cooperation expenses include the participation fees or royalties for participation in international cooperation and development of new business. The amounts were allocated by the proportion of actual sales volume divided by expected sales volume.

The above items of intangible assets are amortized on a straight-line basis over the estimated useful life of the asset:

Trademark 10-15 years
Patent 10-20 years
Computer software 2-3 years

15. OTHER FINANCIAL ASSETS

Other financial assets are the time deposits with original maturities over three months from the date of acquisition; for pledged assets information, refer to Note 30. The market rates of the time deposits in the years of 2018 and 2017 were 0.28%-3% and 0.35%-2.05%, respectively.

16. OTHER ASSETS

Current
Prepayment
Others
December 31 December 31


2018
$ 3,801,375

69,833

$ 3,871,208
2017
$ 1,721,218

33,062
$ 1,754,280
  • 120 -
Non-current
Overdue receivables (Note 9)
Less: Allowance for impairment loss
Refundable deposits
Other
December 31 December 31



2018


$ 6,968


(5,792)

1,176
21,772

181,477

$ 204,425
2017
$ 9,784

(9,651)
133
15,840

-
$ 15,973

17. BORROWINGS

a. Short-term borrowings
Unsecured borrowings
Secured borrowings (Note 30)
Rates of interest per annum (%)
b. Short-term bills payable
Commercial paper
Less: Unamortized discount on bills payable
Rate of interest per annum (%)
c. Long-term borrowings
Credit borrowings
Secured borrowings (Note 30)
Less: Current portion
Long-term borrowings
Rates of interest per annum (%)
December 31 December 31


2018
2017
$ 7,730,000
$ 5,515,000

-

1,000,000
$ 7,730,000
$ 6,515,000
0.86-1.5
0.78-0.88
December 31


2018
2017
$ 2,500,000
$ 2,500,000

(425)

(671)
$ 2,499,575
$ 2,499,329
0.53-0.77
0.5-0.71
December 31



2018
$ 6,327,635


1,800,000

8,127,635
(5,289,606)

$ 2,838,029

0.78-1.13
2017
$ 2,518,241

1,800,000
4,318,241

(342,606)
$ 3,975,635
0.78-1.22
  • 121 -

18. OTHER PAYABLES

Payable for salaries and bonuses
Payable for outsourcing
Payable for purchase of equipment
Payable for service fee
Payable for employee’s compensation and remuneration of directors
Payable for annual leave
Payable for remedy
Others
December 31 December 31


2018
$ 1,453,985
748,847
229,855
138,807
136,404
105,964
6,870
697,961


$ 3,518,693
2017
$ 1,290,348

883,854

284,970

94,239

115,127

107,002

55,219

916,955
$ 3,747,714

19. PROVISIONS - NON-CURRENT

Warranties
Others
December 31 December 31


2018

$ 656,794
114,273


$ 771,067
2017
$ 795,067

144,083
$ 939,150

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Group’s obligations for warranties under local sale of goods legislation. The estimate had been made on the basis of historical warranty trends and may vary as a result of other events affecting product quality.

Others refer to the obligation of the Group to improve its Taichung Complex groundwater pollution remediation site as ordered by the Environmental Protection Administration. The Group has the obligation to improve this site and recognized the discounted value of the best estimate of the remediation expenses as provisions.

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

AIDC USA has not established a retirement plan in accordance with local ordinances.

b. Defined benefit plans

The defined benefit plan adopted by the Company 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 Company contributes to a pension fund administered by the pension fund monitoring committee; the amounts of contributions were equal to 16.31% and 15.85% of total monthly salaries and wages for the years ended December 31, 2018 and

  • 122 -

2017, respectively. Pension contributions are deposited in the Bank of Taiwan in the committee’s name and are managed by the Bureau of Labor Funds, Ministry of Labor (“the “Bureau”). Before the end of each year, The Company 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 Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Company has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of The Company’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31 December 31


2018
$ 1,889,063

(1,806,616)

$ 82,447
2017
$ 1,425,694

(1,392,272)
$ 33,422

Movements in net defined benefit asset were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2017
$ 988,764
$ (1,009,462)

Service cost
Current service cost
400,054
-
Net interest expense (income)

11,344

(13,868)

Recognized in profit or loss

411,398

(13,868)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
3,609
Actuarial loss - changes in financial
assumptions
33,511
-
Actuarial loss - experience adjustments

17,000

-

Recognized in other comprehensive income
(loss)

50,511

3,609

Contributions from the employer
-
(397,530)
Benefits paid

(24,979)

24,979

Balance at December 31, 2017

1,425,694
(1,392,272)

Service cost
Current service cost
411,360
-
Net interest expense (income)

12,043

(13,501)

Recognized in profit or loss

423,403

(13,501)
Net Defined
Benefit
Liabilities
(Asset)
$ (20,698)
400,054

(2,524)

397,530
3,609
33,511

17,000

54,120

(397,530)

-

33,422
411,360

(1,458)

409,902
(Continued)
  • 123 -
Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
$ -
$ (36,999)

Actuarial gain - changes in financial
assumptions
(8,854)
-
Actuarial loss - experience adjustments

94,878

-

Recognized in other comprehensive income
(loss)

86,024

(36,999)

Contributions from the employer
-
(409,902)
Benefits paid

(46,058)

46,058

Balance at December 31, 2018
$ 1,889,063
$ (1,806,616)
Net Defined
Benefit
Liabilities
(Asset)
$ (36,999)
(8,854)

94,878

49,025

(409,902)

-
$ 82,447
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Company 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 of Pension Fund 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 government 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 principal assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2018
2017
0.90%
0.85%
1.50%
1.50%
  • 124 -

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
0.25% increase
0.25% decrease
December 31 December 31
2018
$ (35,718)

$ 36,687

$ 36,376

$ (35,596)
2017
$ (29,621)
$ 30,480
$ 30,206
$ (29,506)

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 December 31
2018
$ 422,766

7.55 years
2017
$ 409,902
7.1 years

21. EQUITY

a. Ordinary shares

Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31 December 31



2018

1,500,000

$ 15,000,000

941,867

$ 9,418,671
2017

1,500,000
$ 15,000,000

941,867
$ 9,418,671

On June 14, 2017, the Company’s shareholders held a meeting and resolved to appropriate retained earnings to capital and issue 33,605 thousand ordinary shares with par value of NT$10. The FSC approved the capital increase on June 28, 2017 and the board of directors set July 29, 2017 as the subscription base date. As a result, the Company increased its issued and fully paid shares to $9,418,671.

b. Retained earnings and dividend policy

The Company’s Articles of Incorporation provide that the annual net income after paying income tax should be used first to make up for prior years’ losses, set aside 10% as a legal reserve and appropriate or reverse special reserve. The residual earnings will be allocated by the resolution in the shareholders’ meeting. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, please refer to Note 23 (d).

  • 125 -

Profits of the Company may be distributed by way of cash dividend or stockshare dividend. Since the Company is in a capital-intensive industry with steady growth in its current business, distribution of profits shall be made preferably by way of cash dividend. Distribution of profits may also be made by way of stockshare dividend provided; however, the ratio of stockshare dividend shall not exceed 50% of total distribution.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s capital surplus. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s capital surplus, the excess may be transferred to capital or distributed in cash.

Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate or reverse special reserve.

The appropriations of earnings for 2017 and 2016 having been approved in the shareholders’ meetings on June 26, 2018, and June 14, 2017, respectively, were as follows:

Legal reserve

Special reserve
Cash dividends

Share dividends
Appropriation of Earnings
2017
2016
$ 171,192
$ 208,266
460,153
624,796
1,064,310
908,262
-
336,056
Dividends Per Share (NT$)
2017
2016
$ 1.13
$ 1.00
-
0.37

The appropriations of earnings for 2018 had been proposed by the Company’s board of directors on March 28, 2019. The appropriations and dividends per share were as follows:

Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 207,007
Special reserve 588,848
Cash dividends 1,262,102
$ 1.34

The appropriations of earnings for 2018 are subject to the resolution of the shareholders’ meeting to be held in May 2019.

22. REVENUES

Aircraft/vehicle maintenance
Aero/industrial engine
Industrial technology services
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 15,964,570
11,818,385
399,143

$ 28,182,098
2017
$ 17,749,411

9,416,818

371,185
$ 27,537,414
  • 126 -

23. NET PROFIT

a. Other income

Interest income
Remedy income
Other income from condoned liabilities
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 58,757

11,237
11,080
107,605

$ 188,679
2017
$ 67,964
30,881
5,951

88,244
$ 193,040
  • b. Other gains and losses
Net foreign exchange gains (losses)
Impairment loss
Gain (loss) on disposal of property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 213,750

(2,000)
812
(197,188)

$ 15,374
2017
$ (587,447)

(3,016)
(1,352)

(213,601)
$ (805,416)
  • c. Employee benefits, depreciation and amortization
Transfer to Transfer to
Developing
Operating Operating Non-operating Intangible
Cost Expense Expense Assets Capital cost Total
For the Year Ended December
31, 2018
Employee benefits expense
Salaries expense
$ 4,834,015 $
593,173
$
12,699
$ 60,698 $ 112 $ 5,500,697
Retirement benefit
Defined contribution plans
70,009
9,111 150 1,104 2 80,376
Defined benefit plans 357,030 46,465 767 5,629 11 409,902
Labor and health insurance 299,810 32,435 60,596 4,013 8 396,862
Other employee benefits 54,572 6,012 10,909 55 - 71,548
Depreciation expense 828,360 51,767 20,162 19,618 26 919,933
Amortization expense 414,061 10,081 39 8,642 1 432,824
For the Year Ended December
31, 2017
Employee benefits expense
Salaries expense 4,230,437 511,619 11,377 88,682 44 4,842,159
Retirement benefit
Defined contribution plans
55,534
7,569 130 1,442 1 64,676
Defined benefit plans 341,334 46,524 803 8,864 5 397,530
Labor and health insurance 277,746 30,375 56,095 6,072 3 370,291
Other employee benefits 50,570 5,315 10,103 108 - 66,096
Depreciation expense 754,642 47,399 19,968 41,640 14 863,663
Amortization expense 442,280 10,057 51 12,829 1 465,218
  • d. Employees’ compensation and remuneration of directors

The Company stipulate distribution of employees’ compensation at the rates no less than 0.58% and remuneration to directors at the rates no higher than 4.65%, respectively, of net profit before income tax.

  • 127 -

The employees’ compensation and remuneration of directors for 2018 and 2017 having been resolved by the board of directors on March 28, 2019 and March 27, 2018, were as follows:

Employees’ compensation
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2018
The
Proportion of
Estimate
Amount of
Money
4.65%
$ 121,277
0.58%
15,127
2017
The
Proportion of
Estimate
Amount of
Money
4.65%
$ 102,360
0.58%
12,767

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 was 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 year ended December 31, 2017.

Information on the employees’ compensation and the remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 are available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • e. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
Net gains (losses)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 521,564


(307,814)

$ 213,750
2017
$ 191,708

(779,155)
$ (587,447)

24. TAXES

  • a. Major components of tax expense 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
Adjustments to deferred tax attributable to change in tax rates
and laws
Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31





2018
$ 446,980

43,539

(4,022)


486,497

122,565

(49,060)


73,505

$ 560,002
2017
$ 591,242
62,709

2,084

656,035
(125,227)

-
(125,227)
$ 530,808
  • 128 -

A reconciliation of accounting profit and income tax expense is as follows:

Income tax expense calculated at the statutory rate
Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Temporary differences
Adjustments to deferred tax attributable to change in tax rates
and laws
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 565,539

123
(18)
43,539
3,901
(49,060)

(4,022)

$ 560,002
2017
$ 444,074
10

(13)
62,709
21,944

-

2,084
$ 530,808

In 2017, the applicable corporate income tax rate used by the Company in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. The applicable tax rate used by a subsidiary in USA the United States is 39.5%.

As the status of the 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.

  • b. Income tax recognized in other comprehensive income (loss)
Deferred tax
Remeasurement of defined benefit plan
Translation of foreign operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ (10,808)
-

$ (10,808)
2017
$ (9,201)

(4,101)
$ (13,302)

c. Deferred tax assets and liabilities

Deferred tax assets
Temporary differences
Provisions
Intangible assets
Payable for annual leave
Property plant and equipment
Unrealized loss on foreign
currency exchange
Defined benefit plan
Others
For the Year Ended December 31, 2018
Opening Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Closing Balance
$ 159,655
$ (5,440)
$ -
$ 154,215
58,254
10,681
-
68,935
18,190
3,002
-
21,192
20,692
3,651
-
24,343
42,851
(42,680)
-
171
5,682
-
10,808
16,490

-

783

-

783
$ 305,324
$ (30,003)
$ 10,808
$ 286,129
  • 129 -

Deferred tax liabilities
Temporary differences
Investment accounted for
using equity method
Others

Deferred tax assets
Temporary differences
Provision
Intangible assets
Payable for annual leave
Property plant and equipment
Unrealized loss on foreign
currency exchange
Defined benefit plan
Deferred tax liabilities
Temporary differences
Investment accounted for
using equity method
Unrealized gain on foreign
currency exchange
Translating foreign
operations
Defined benefit plan
Others
For the Year Ended December 31, 2018
Opening Balance
Recognized in
Profit or Loss
$ 21,633
$ 43,546

44

(44)
$ 21,677
$ 43,502
For the Year Ended
Recognized in
Other
Comprehensive
Income
Closing Balance
$ -
$ 65,179

-

-
$ -
$ 65,179
December 31, 2017
Opening Balance
Recognized in
Profit or Loss
$ 177,396
$ (17,741)
61,180
(2,926)
46,508
(28,318)

20,692
-
-
42,851

-

-
$ 305,776
$ (6,134)
$ 128,492
$ (106,859)
24,430
(24,430)
4,101
-
3,519
-

116

(72)
$ 160,658
$ (131,361)
Recognized in
Other
Comprehensive
Income
Closing Balance
$ -
$ 159,655
-
58,254
-
18,190
-
20,692
-
42,851

5,682

5,682
$ 5,682
$ 305,324
$ -
$ 21,633
-
-
(4,101)
-
(3,519)
-

-

44
$ (7,620)
$ 21,677

d. Deductible temporary differences for which no deferred tax assets have been recognized in the balance sheets

Deductible temporary differences
Inventories
December 31 December 31
2018
$ 2,160,722
2017
$ 2,142,678
  • 130 -

e. Income tax assessments

Income tax returns of the Company through 2016 have been examined and cleared by the tax authorities.

25. EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
2018
$ 2.22

$ 2.21
2017
$ 1.86
$ 1.85
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings The earnings and weighted average number of ordinary shares outstanding in the computation of earnings The earnings and weighted average number of ordinary shares outstanding in the computation of earnings
per share were as follows:
For the Year Ended December 31
2018 2017
Profit for the year attributable to owners of the Company
Earnings used in the computation of basic earnings per share
(Earnings used in the computation of diluted earnings per share) $ 2,092,016
$ 1,747,981
Weighted average number of ordinary shares outstanding
(in thousand shares)
Weighted average number of ordinary shares in computation of
basic earnings per share 941,867 941,867
Effect of potentially dilutive ordinary shares
Employees’ compensation issue to employees
4,689

3,549
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
946,556

945,416

If the Company’s compensation or bonuses payable to employees can be settled in cash or shares, then the Company should assume the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares, if dilutive, should be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share. Such dilutive effect of the potential shares should be 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.

  • 131 -

26. OPERATING LEASE ARRANGEMENTS

The future minimum lease payments for non-cancellable operating lease commitments are as follows:

Not later than 1 year
Later than 1 year and not later than 5 years
December 31 December 31


2018
$ 164,996


-


$ 164,996
2017
$ 164,957

164,630
$ 329,587

27. CAPITAL MANAGEMENT

The Group must maintain adequate capital necessary for profitable operations and business expansion, equipment upgrade and participation in international new aircraft developing. Therefore, the Group manages its capital to ensure that the Group will have enough financial resources to respond accordingly to its working capital requirements at least for the next 12 months, capital expenditures, participation in international new aircraft developing and repayments of liabilities.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents and other financial assets) and equity (comprising ordinary shares, retained earnings and other equity).

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The management considers the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values or their fair values cannot be reliably measured.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2018

Financial assets at FVTOCI
Investments in equity instruments
Emerging market shares

Unlisted shares

Level 1
$ 70,400


-

$ 70,400
Level 2
$ -


-

$ -
Level 3
$ -

33,067

$ 33,067
Total
$ 70,400

33,067
$ 103,467

There were no transfers between Levels 1 and 2 in for the years ended December 31, 2018 and 2017, respectively.

  • 132 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in other comprehensive loss

Balance at December 31, 2018
Financial Assets
at FVTOCI
Financial Assets
at FVTOCI


Equity
Instruments
$ 33,848

(781)
$ 33,067
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The marketable securities of unlisted shares held by the Group is estimated using the evaluation method when there is no market price reference. The fair value of unlisted shares was evaluated using the asset-based approach.

  • c. Categories of financial instruments
Financial assets
Loans and receivables
Financial assets at amortized cost
Financial assets measured at cost
Investments in equity instruments at FVTOCI - non-current
Financial liabilities
Financial liabilities at amortized cost
December 31
2018
2017
$ -
$ 14,613,583
18,379,326
-
-
79,200
103,467
-
22,745,084
17,677,483

Loans and receivables measured at amortized cost which comprise cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits.

Financial assets at amortized cost comprise cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits.

Financial liabilities at amortized cost comprise short-term borrowings, short-term bills payable, trade payables, other payables (excluded payable for salaries and bonuses, payable for annual leave and payable for employee’s compensation and remuneration of directors), other financial liabilities (accounted at other current liabilities), long-term borrowings (included not later than one year) and guarantee deposits.

  • d. Financial risk management objectives

The Group’s major financial risk management objectives are to manage the market risk (including currency risk, and interest rate risk), credit risk and liquidity risk of operating activities. The Group minimizes the unfavorable effects of these risks by identification and assessment of the risks and by applying aversion methods to the uncertainties.

  • 133 -

The Group’s financial targets including its investment plan for fixed assets are laid out in its “Five-Year Business Plan”. The financial plan includes risk management policies and the division of responsibilities.

The Group’s major financial instruments include cash, trade receivable, short-term borrowings, trade payables and long-term borrowings. The financial department coordinates access to domestic financial markets.

The Group’s compliance with the operating procedure and responsibilities are reviewed by the internal auditors. The evaluation results are also used for future reference by the authorities.

1) Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

Foreign currency risk

The Group minimizes its currency exposure by natural hedging. Foreign currency operation performance is reported to the key management personnel every quarter and the expected foreign currency and operation direction are set for the next quarter.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 32.

Sensitivity analysis

The Group was mainly exposed to the U.S.US dollar. the The Group’s sensitivity to a 0.5% stronger or weaker New Taiwan dollar against the relevant foreign currencies means profit before income tax would be increased/decreased by $48,356 thousand and $41,262 thousand for the years ended December 31, 2018 and 2017. The sensitivity rate of 0.5% represents the management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items, with the foreign currency rates at the end of the reporting period adjusted for a 0.5% change.

Interest rate risk

The Group’s interest risk is evaluated in terms of short-term borrowings; short-term bills payable and long-term borrowings. Borrowing and repayment require budget planning in advance to control the interest risk. Interest rates of short-term loans from different financial organizations are compared and lowest one will be selected.

Sensitivity analysis

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2018 and 2017 would decrease/increase by $33,394 thousand and $27,083 thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable-rate bank borrowings. A 25 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 134 -

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The possible financial loss would equal to the carrying amount of the recognized financial assets as stated in the balance sheets. However, the Group is executing forward exchange only with the correspondent financial institutions, and they are creditworthy with no credit risks.

The Group’s dealing counterparties are national defence organizations and international aerospace corporations, and they are creditworthy with extreme low risk of bankruptcy. The Group’s key management checks the accounts receivable every month, and instructs the project team to collect the past due amounts.

The Group’s concentration of credit risk by geographical location was mainly in the U.S.United States, which accounted for 40% and 37% of the total trade receivable as of December 31, 2018 and 2017, respectively.

  • 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.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2018 and 2017, the Group had available unutilized bank loan facilities as set out in (b) below.

a) Liquidity and interest risk rate tables for non-derivative financial liabilities

The following tables details 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. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

Non-derivative financial liabilities
Non-interest bearing liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
December 31, 2018 December 31, 2018



Less Than
1 Year
$ 4,182,134
10,519,606

4,999,575

$ 19,701,315
More than
1 Year
$ 205,740

2,838,029

-
$ 3,043,769
  • 135 -
Non-derivative financial liabilities
Non-interest bearing liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
December 31, 2017 December 31, 2017


Less Than
1 Year
$ 4,140,804
5,142,606

4,214,329

$ 13,497,739
More than
1 Year
$ 204,109
3,975,635

-
$ 4,179,744

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

  • b) Financing facilities (reviewed annually)
Unsecured bank overdraft facility:
Amount unused
Secured bank loan facilities:
Amount unused
December 31 December 31

2018
$ 4,975,573

$ 1,000,000
2017
$ 12,493,750
$ 1,000,000

29. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiary, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and related parties are disclosed below.

  • a. Related Party Categories / Names
Related Party Name
ITEC
Ministry of Economic Affairs
Sales of goods
Related Parties Name
ITEC
Relationship with the Consolidated Company Relationship with the Consolidated Company Relationship with the Consolidated Company Relationship with the Consolidated Company
Associate
Corporate director
For the Year Ended December 31
2018
2017
$ 1,254,290
$ 1,213,353
2018
$ 1,254,290
2017
$ 1,213,353
  • b. Sales of goods

The Group’s sales prices are based on the contracts. The collection terms are as follows:

Item
Engine
Backup parts
Collection terms
90 days after the invoice date
Offset account receivables with account payable
  • 136 -

There is no unrelated party with similar product item to compare the engine sales price. The backup parts are only directly sold to the ROC Air Force, and the sales price is according to the purchase contract with related party plus the processing fee agreed by both parties, and collection term is 1-2 months.

  • c. Purchase of goods
Related Parties Name
ITEC
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
$ 924,826
2017
$ 1,025,748

The Group’s buying prices from related party are based on contract. The payment term in principle is 1-2 months or paying after offset of accounts receivable. There are no unrelated parties with similar product items that can serve as basis of comparison of prices and terms.

  • d. Manufacturing expenses
Related Parties Name
ITEC
Ministry of Economic Affairs
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 487,619

-

$ 487,619
2017
$ 510,420

50,419
$ 560,839
  • e. Operation expenses
Related Parties Name
Ministry of Economic Affairs
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
$ -
2017
$ 29,005
  • f. The Group leases land from the Ministry of Economic Affairs, rent expense is calculated at 5% of the annually announced land values, payment is once a year. Since 2018, the ownership of the land has been changed to the National Property Administration, Ministry of Finance. Rent expense for the year ended December 31, 2017 was $105,562 thousand.

  • g. Receivable from related parties

Related Parties Name
ITEC
December 31 December 31
2018
$ 310,857
2017
$ 308,373

The outstanding trade receivables from related parties are unsecured. No impairment loss and excepted credit loss was recognized on trade receivables from related parties.

  • h. Other current assets
Related Parties Name
ITEC
December 31 December 31
2018
$ 796,598
2017
$ 222,401
  • 137 -

  • i. Payable to related parties

Related Parties Name
ITEC
December 31 December 31
2018
$ 294,289
2017
$ 201,665

The outstanding trade payables to related parties are unsecured.

j. Other payables
Related Parties Name
ITEC
December 31 December 31
2018
$ 90,391
2017
$ 25,737
  • k. Compensation of key management personnel
Short-term benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 36,098

1,279

$ 37,377
2017
$ 33,753

3,922
$ 37,675

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

30. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following other financial assets and property, plant and equipment were provided as collateral for bank borrowings and obligation:

Property, plant and equipment
Other financial assets - Current
Other financial assets - Non - current
December 31 December 31


2018
$ 2,121,409

1,860,093
10,807

$ 3,992,309
2017
$ 2,189,921
2,986,905

10,807
$ 5,187,633

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2018 and 2017 were as follows:

  • a. As of December 31, 2018 and 2017, unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately $114,076 thousand and $156,402 thousand, respectively.

  • b. As of December 31, 2018 and 2017, unpaid contract for purchases of raw materials and machinery and equipment amounted to approximately $36,761,294 thousand and $29,803,225 thousand, respectively.

  • 138 -

32. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

Assets
Monetary items
USD

Non-monetary items
USD


Liabilities


Monetary items

USD
December 31
2018 2017
New Taiwan
Dollars
Foreign
Currencies
Exchange
Rate
New Taiwan
Dollars
$ 9,939,374
$ 293,148
29.76
$ 8,724,084

602,985
14,412
29.76

428,906




268,203
15,850
29.76

471,696
Foreign
Currencies
Exchange
Rate
$ 323,600
30.715


19,632
30.715





8,732
30.715

The significant unrealized foreign exchange gains (losses) were as follows:

Foreign
Currencies
USD
For the Year Ended December 31 For the Year Ended December 31
2018
Exchange Rate
Net Foreign
Exchange Loss
30.715
$ (1,035)
2017
Exchange Rate
Net Foreign
Exchange Loss
29.76

$(251,851)

33. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (None)

  • 2) Endorsements/guarantees provided. (None)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities). (Table 1)

  • 4) Marketable securities acquired and disposed at costs or prices at least $300 million or 20% of the paid-in capital. (None)

  • 5) Acquisition of individual real estate at costs of at least $300 million or 20% of the paid-in capital. (Table 2)

  • 6) Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital. (None)

  • 139 -

  • 7) Total purchases from or sales to related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 3)

  • 8) Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 4)

  • 9) Trading in derivative instruments. (None)

  • 10) Intercompany relationships and significant intercompany transactions. (Table 5)

  • 11) Information on investees. (Table 6)

  • b. Information on investments in mainland China. (None)

34. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the type of services delivered or provided. The Group has only one operating segment which is the main business, i.e. design, manufacture, assembly, testing and maintenance of aircraft.

  • a. Geographical information
Asia
America
Europe
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 12,792,812

12,488,381

2,900,905

$ 28,182,098
2017
$ 15,124,728
9,925,806

2,486,880
$ 27,537,414
  • b. Information on major customers

Single customers that contributed 10% or more to the Group’s revenue were as follows:

Customer A
Customer B
Customer C
For the Year Ended December 31 For the Year Ended December 31
2018
Amount
%
$ 5,060,199
18
3,554,997
13
3,514,216
12
2017
Amount
%
$ 3,441,161
12

3,523,233
13

1,105,663
4
  • 140 -

TABLE 1

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars or Shares)

Holding Company Name Type and Name of
Marketable Securities
Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018
Shares Carrying Value Percentage of
Ownership
Fair Value
The Company Share capital
UHT Ltd.
AAI
Metro Ltd.
-
The Company is a corporate director
The Company is a corporate director
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
1,100
4,968
300
$ 70,400
30,918
2,149
3.2%
13.09%
6%
$ 70,400
30,918
2,149

Note: Information about subsidiary and associate is provided in Table 6.

  • 141 -

TABLE 2

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COST FOR AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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
The Company Building 2018.12.14 $ 608,311 Note Note - N/A N/A N/A N/A Price comparison
and negotiation
Production None

Note: The expected date to bid is in April 2019.

  • 142 -

TABLE 3

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars)

Purchaser or Seller Related Party Nature of Relationship
with the Purchaser or Seller
Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes and Accounts
Receivable (Payable)
Notes and Accounts
Receivable (Payable)
Note

Purchase or Sale
Amount % to Total Collection Terms Unit Price Collection Terms Ending Balance %
to Total
The Company ITEC Associate Sale
Purchase
$ (1,228,336)
924,826
(4 )
8
Note
Note
Note
Note
Note
Note
$ 306,833
(294,289)
2
(13
)

Note: Information is provided in Note 29.

  • 143 -

TABLE 4

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES AND SUBSIDIARIES

RECEIVABLE FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amount Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Company ITEC Associate $ 306,833 3.99 $ - - $ 306,833 $ -
  • 144 -

TABLE 5

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)

No. Investee Company Counterparty Relationship Transactions Details
Financial Statement Accounts Amount Payment Terms % to Total Sales
or Assets
0 The Company AIDC USA
AIDC USA
AIDC USA
AIDC USA
Parent company to subsidiary
Parent company to subsidiary
Parent company to subsidiary
Parent company to subsidiary
Purchase of goods
Manufacturing expenses
Operation expenses
Other payables
$ 706
16,915
18,650
3,057
T/T 30 - 60 days
T/T 30 - 60 days
T/T 30 - 60 days
T/T 30 - 60 days
-
-
-
-

Note: Significant intercompany accounts and transactions have been eliminated.

  • 145 -

TABLE 6

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION AND SUBSIDIARIES AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars or Shares, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment
Amount
Original Investment
Amount
As of December 31, 2018 As of December 31, 2018 As of December 31, 2018 Net Income of
the Investee
Share of Profits Note
December
31, 2018
December
31, 2017
Shares % Carrying
Amount
The Company
AIDC USA
AIDC USA
ITEC
State of Delaware USA
State of Delaware USA
Provide program management and relevant
services for purchasing and selling raw
materials, parts and components of
aircraft, engines and subsystems.
Development production and remodel of
aircraft

$ 288,661
728
$ 288,661

728
-
-
100
22.05
$ 621,696
602,985
$ 197,169
1,066,263
$ 197,169
235,111
Subsidiary
Associate
  • 146 -

6. Audited Individual Financial Statements in the Previous Year:

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Aerospace Industrial Development Corporation

Opinion

We have audited the accompanying financial statements of Aerospace Industrial Development Corporation (the “Company”), which comprise the balance sheets as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

  • 147 -

Impairment loss of inventory

The Company assesses impairment of raw materials based on individual identification. The assessment of impairment loss of the raw materials involves the use of the management's critical judgment, and, hence, the assessment is considered as a key audit matter. The Company assesses the impairment loss of the raw materials based on current market conditions and future consumption in accordance with IAS 2. Refer to Notes 5 and 10 to the financial statements for the relevant accounting policy, accounting judgments and estimation uncertainties, and other information. Our key audit procedures performed in regard to the impairment assessment include the following:

  1. We tested the inventory aging report for completeness and accuracy.

  2. We inquired and assessed the reasons for inventories aged over one year but have not provided allowance for impairment.

  3. We test checked the net realizable value of inventory, and we evaluated the reasonableness of the allowance for impairment loss.

  4. We observed the physical count of inventory at year end and we test checked actual quantity counted on tags. We also noted those which appeared to be as obsolete or slow-moving items and traced them to the Company’s impairment assessment worksheet.

Warranties

The Company provides warranties for military product maintenance, and the percentage of certain provisions involve management's critical judgment: hence, we consider provision for warranties as a key audit matter. Refer to Notes 5 and 18 for the relevant accounting policy, accounting judgments and estimation uncertainties, and other information. Our key audit procedures performed in regard to the provisions for warranties include the following:

  1. We obtained the documents based on the management’s decision on the provision rate and we evaluated the reasonableness of the rates compared with rates in the past periods.

  2. We recalculated the amount of provision.

  3. We evaluated the reasonableness of the provision against the actual usage of warranties.

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 Company’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 Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including members of the audit committee, are responsible for overseeing the Company’s financial reporting process.

  • 148 -

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 Company to cease to continue as a going concern.

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.

  • 149 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lie-Dong Wu and Done-Yuin Tseng.

Deloitte & Touche Taipei, Taiwan Republic of China March 28, 2019

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

  • 150 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (Notes 4 and 6)
Notes receivable (Notes 4 and 9)
Trade receivables from unrelated parties (Notes 4 and 9)
Trade receivables from related parties (Notes 4 and 28)
Other receivables (Notes 4 and 9)
Inventories (Notes 4, 5 and 10)
Other financial assets - current (Notes 4, 14 and 29)
Other current assets (Notes 4, 15 and 28)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
Financial assets measured at cost - non-current (Notes 4 and 8)
Investment accounted for using equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4, 12 and 29)
Intangible assets (Notes 4 and 13)
Deferred tax assets (Notes 4 and 23)
Prepayments for equipment
Other financial assets - non-current (Notes 4, 14 and 29)
Other non-current assets (Notes 4, 9 and 15)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 16 and 29)
Short-term bills payable (Note 16)
Contract liabilities (Note 4)
Trade payables to unrelated parties
Trade payables to related parties (Note 28)
Other payables (Notes 17 and 28)
Current tax liabilities (Notes 4 and 23)
Current portion of long-term borrowings (Notes 16 and 29)
Net defined benefit liabilities - current (Notes 4 and 19)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 16 and 29)
Provisions - non-current (Notes 4, 5 and 18)
Deferred tax liabilities (Notes 4 and 23)
Long-term deferred income (Note 4)
Guarantee deposits
Total non-current liabilities
Total liabilities
EQUITY
Ordinary shares
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total equity
TOTAL
December 31
2018
2017
Amount
%
Amount
%
$ 935,112
2
$ 1,053,021
3
2,684
-
23,509
-
15,036,728
38
9,278,949 28
306,833
1
308,373
1
95,341
-
99,055
-
6,798,041
17
6,770,848 20
1,932,100
5
3,810,829 12

3,870,853
10

1,753,999

5

28,977,692
73

23,098,583
69
103,467
-
-
-
-
-
79,200
-
621,696
2
407,708
1
8,351,958
21
8,717,619 26
867,785
2
1,000,404
3
285,346
1
305,324
1
376,417
1
81,682
-
10,807
-
10,807
-

204,277

-

15,907

-

10,821,753
27

10,618,651
31
$ 39,799,445
100
$ 33,717,234
100
$ 7,730,000
19
$ 6,515,000 19
2,499,575
6
2,499,329
7
83,898
-
148,945
1
1,993,498
5
1,394,004
4
294,289
1
201,665
1
3,512,496
9
3,746,589 11
184,252
1
226,705
1
5,289,606
13
342,606
1
82,447
-
33,422
-

115,437

-

365,049

1

21,785,498
54

15,473,314
46
2,838,029
7
3,975,635 12
771,067
2
939,150
3
65,179
-
21,633
-
315
-
351
-

205,740

1

204,109

-

3,880,330
10

5,140,878
15

25,665,828
64

20,614,192
61
9,418,671
24
9,418,671 28
702,338
2
531,146
2
1,933,627
5
1,473,474
4
2,070,067
5
1,711,923
5

8,914

-

(32,172)

-

14,133,617
36

13,103,042
39
$ 39,799,445
100
$ 33,717,234
100
December 31
2018
2017
Amount
%
Amount
%
$ 935,112
2
$ 1,053,021
3
2,684
-
23,509
-
15,036,728
38
9,278,949 28
306,833
1
308,373
1
95,341
-
99,055
-
6,798,041
17
6,770,848 20
1,932,100
5
3,810,829 12

3,870,853
10

1,753,999

5

28,977,692
73

23,098,583
69
103,467
-
-
-
-
-
79,200
-
621,696
2
407,708
1
8,351,958
21
8,717,619 26
867,785
2
1,000,404
3
285,346
1
305,324
1
376,417
1
81,682
-
10,807
-
10,807
-

204,277

-

15,907

-

10,821,753
27

10,618,651
31
$ 39,799,445
100
$ 33,717,234
100
$ 7,730,000
19
$ 6,515,000 19
2,499,575
6
2,499,329
7
83,898
-
148,945
1
1,993,498
5
1,394,004
4
294,289
1
201,665
1
3,512,496
9
3,746,589 11
184,252
1
226,705
1
5,289,606
13
342,606
1
82,447
-
33,422
-

115,437

-

365,049

1

21,785,498
54

15,473,314
46
2,838,029
7
3,975,635 12
771,067
2
939,150
3
65,179
-
21,633
-
315
-
351
-

205,740

1

204,109

-

3,880,330
10

5,140,878
15

25,665,828
64

20,614,192
61
9,418,671
24
9,418,671 28
702,338
2
531,146
2
1,933,627
5
1,473,474
4
2,070,067
5
1,711,923
5

8,914

-

(32,172)

-

14,133,617
36

13,103,042
39
$ 39,799,445
100
$ 33,717,234
100
2018
Amount
%
$ 935,112
2
2,684
-
15,036,728
38
306,833
1
95,341
-
6,798,041
17
1,932,100
5

3,870,853
10

28,977,692
73
103,467
-
-
-
621,696
2
8,351,958
21
867,785
2
285,346
1
376,417
1
10,807
-

204,277

-

10,821,753
27
$ 39,799,445
100
$ 7,730,000
19
2,499,575
6
83,898
-
1,993,498
5
294,289
1
3,512,496
9
184,252
1
5,289,606
13
82,447
-

115,437

-

21,785,498
54
2,838,029
7
771,067
2
65,179
-
315
-

205,740

1

3,880,330
10

25,665,828
64
9,418,671
24
702,338
2
1,933,627
5
2,070,067
5

8,914

-

14,133,617
36
$ 39,799,445
100




























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

  • 151 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 4, 21 and 28)
COST OF GOODS SOLD (Notes 10, 22 and 28)
GROSS PROFIT
OPERATING EXPENSES (Notes 22 and 28)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Notes 4 and 9)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other income (Notes 4, 10 and 22)
Other gains and losses (Notes 4 and 22)
Share of profit of subsidiary and associate (Note 4)
Finance costs (Note 4)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS) (Note
4)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized loss on investments in equity
instruments designated as at fair value through
other comprehensive income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
Amount
%
$ 28,156,144
100

24,559,503
87

3,596,641
13

134,797
1
577,999
2
545,217
2
(1,505)

-


1,256,508

5

2,340,133

8

188,665
1
15,436
-
197,169
1
(133,304)
(1)


267,966

1

2,608,099
9
516,083

2


2,092,016

7

(38,217)
-
(70,070)
-
2017



























Amount
%
$ 27,537,414
100

23,650,352
86

3,887,062
14

127,206
-

583,057
2

407,178
2

-

-

1,117,441

4

2,769,621
10

193,037
1

(805,407)
(3)

162,895
1

(118,867)
(1)

(568,342)
(2)

2,201,279
8

453,298

2

1,747,981

6

(44,919)
-

-
-
(Continued)
  • 152 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME (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
Other comprehensive loss for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Note 24)
Basic
Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
Amount
%
$ 16,819

-


(91,468)

-

$ 2,000,548

7

$ 2.22

$ 2.21
2017








Amount
%
$ (52,197)

-

(97,116)

-
$ 1,650,865

6
$ 1.86
$ 1.85

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

  • 153 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

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

BALANCE AT JANUARY 1, 2017

Appropriation of 2016 earnings
Legal reserve

Special reserve

Cash dividends distributed by the Company

Share dividends distributed by the Company

Profit for the year ended December 31, 2017
Other comprehensive loss for the year ended December 31, 2017, net of income
tax

Total comprehensive income (loss) for the year ended December 31, 2017

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

BALANCE AT JANUARY 1, 2018 AS RESTATED

Appropriation of 2017 earnings
Legal reserve

Special reserve

Cash dividends distributed by the Company

Profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended December 31, 2018, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2018

BALANCE AT DECEMBER 31, 2018
Ordinary Shares
(Note 20)
$ 9,082,615

-

-

-

336,056
-

-

-
9,418,671

-

9,418,671

-

-

-
-

-

-
$ 9,418,671
Retained Earnings (Note 20) Retained Earnings (Note 20) Unappropriated
Earnings
$ 2,086,241

(208,266)

(624,796)

(908,262)

(336,056)
1,747,981

(44,919)

1,703,062
1,711,923

-

1,711,923

(171,192)

(460,153)

(1,064,310)
2,092,016

(38,217)

2,053,799
$ 2,070,067
Other Equity (Note 4)
Unrealized gain (loss) on
Investments in Equity
Instruments Designated
Exchange Differences on
as at Fair Value
Translating Foreign
Through Other
Operations
Comprehensive Income
$ 20,025
$ -


-

-


-

-


-

-


-

-

-
-

(52,197)

-


(52,197)

-

(32,172)
-

-

94,337


(32,172)

94,337


-

-


-

-


-

-

-
-

16,819

(70,070)


16,819

(70,070)

$ (15,353)
$ 24,267
Total Equity
$ 12,360,439

-

-

(908,262)

-
1,747,981

(97,116)

1,650,865
13,103,042

94,337

13,197,379

-

-

(1,064,310)
2,092,016

(91,468)

2,000,548
$ 14,133,617














Legal Reserve
$ 322,880


208,266


-


-


-

-

-


-

531,146

-


531,146


171,192


-


-

-

-


-

$ 702,338
Special Reserve
$ 848,678


-


624,796


-


-

-

-


-

1,473,474

-


1,473,474


-


460,153


-

-

-


-

$ 1,933,627

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

  • 154 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Reversal of excepted credit loss on trade receivables
Reversal of impairment loss on trade receivables
Finance costs
Interest income
Dividend income
Share of profit of subsidiary and associate
Loss (gain) on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized net loss on foreign currency exchange
Recognized (reversal) of provisions
Other income from liabilities
Amortized other non-current assets
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Other receivables
Inventories
Other current assets
Contract liabilities
Trade payables
Other payables
Other current liabilities
Deferred income
Cash generated from (used in) operations
Interest received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Decrease (increase) in other financial assets
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2018
$ 2,608,099

899,987
424,181
(1,505)
-
133,304
(58,743)
(90)
(197,169)
(812)
20,044
1,693
4,023
(11,080)
20,096
20,825
(5,751,374)
(7,990)
(217,343)
(2,267,629)
(65,047)
692,898
(188,633)
(242,894)

(36)

(4,185,195)
70,448
(123,673)
(484,204)

(4,722,624)

(567,743)
9,114
(21,665)
15,815
(270,032)
1,876,238
2017
$ 2,201,279
821,706
452,388

-
(4,027)
118,867

(67,961)

(78)

(162,895)

1,352
88,153
242,929
(24,962)

(5,951)
-
(18,782)
(2,153,203)

92,559

664,193
(1,139,994)

(59,371)
182,150

140,940

331,899

351

1,701,542
55,382

(120,343)

(564,694)

1,071,887
(1,462,377)
2,599

(16,160)
19,502

(656,011)
(1,993,525)
(Continued)
  • 155 -

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Increase in other non-current assets
Increase in prepayments for equipment
Dividend received
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds of guarantee deposits received
Refund of guarantee deposits
Dividends paid to owners of the Company
Net cash generated from financing activities
NET DECREASE IN CASH
CASH AT THE BEGINNING OF THE YEAR
CASH AT THE END OF THE YEAR
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31












2018
$ (201,573)
(197,490)

90

642,754

45,960,000

(44,745,000)
32,096,560
(32,096,314)
22,457,000
(18,647,606)
229,450
(227,819)
(1,064,310)


3,961,961

(117,909)

1,053,021

$ 935,112
2017
$ -

(253,985)

494,659
(3,865,298)
$ 52,302,000
(52,987,000)
8,692,399
(8,191,952)
3,570,000
(1,167,606)
252,141

(260,295)

(908,262)

1,301,425
(1,491,986)

2,545,007
$ 1,053,021

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

  • 156 -

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

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

1. ORGANIZATION AND OPERATIONS

Aerospace Industrial Development Corporation (the “Company”) was a state-owned enterprise formed by the Ministry of Economic Affairs on July 1, 1996 from Aero Industry Development Center, Chung-Shan Institute of Science and six other state-owned enterprises. The Company's main business categories are as follows: design, manufacture, assembly, testing and maintenance of aircraft, engines, avionics and related components; consulting services and technology transfers of aerospace technology, logistical support and engineering technology management of large-scale projects; engineering and development of software and sales of aerospace products.

In July 2001, the initial public offering of the Company was approved by the Securities and Futures Commission (now called Securities and Futures Bureau of the Financial Supervisory Commission (FSC) of the Republic of China (ROC)). On September 13, 2013, in accordance with Rule No. 1020055531, the Company started its privatization process. On August 25, 2014, the Company was listed on the Taiwan Stock Exchange.

The financial statements are presented in the Company’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the board of directors on March 28, 2019.

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

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

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

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

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

  • 157 -

Classification, measurement and impairment of financial assets

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

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

Measurement Category Measurement Category Measurement Category Carrying Amount Carrying Amount
Financial Assets IAS 39 IFRS 9 IAS 39 IFRS 9 Remark
Cash Loans and receivables Amortized cost $ 1,053,021 $ 1,053,021
Share securities Measured at cost The financial assets are 79,200 173,537 (a)
measured at fair value
through other
comprehensive income
(FVTOCI)
Notes receivable, trade Loans and receivables Amortized cost 9,710,019 9,710,019 (b)
receivables, other
receivables and
overdue receivables
Refundable deposits and Loans and receivables Amortized cost 3,837,410 3,837,410 (b)
other financial assets
IAS 39 IFRS 9 Other
Carrying Carrying Equity
Amount as of Amount as of Effect on
January 1, Reclassifi- Remea- January 1, January 1,
Financial Assets 2018 cations surements 2018 2018
FVTOCI - Equity instruments $
-
$ 79,200
$ 94,337 $ 173,537
$
94,337
Add: Financial assets measured at cost
(IAS 39) 79,200
(79,200)
-
-
-
$
79,200
$ -
$ 94,337 $ 173,537
$
94,337
  • a) Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $94,337 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018.

  • b) Notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits that were previously classified as loans and receivables under IAS 39 are classified as at amortized cost with an assessment of expected credit losses under IFRS 9.

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

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

Under IFRS 15, the net effect of revenue recognized and consideration received and receivable is recognized as a contract asset or a contract liability. Prior to the application of IFRS 15, receivable was recognized or deferred revenue was reduced when revenue was recognized for the contract under IAS 18.

The Company elected only to retrospectively apply IFRS 15 to contracts that were not complete as of January 1, 2018.

  • 158 -

Impact on assets and liabilities for current year

January 1, 2018
Contract liabilities - current

Unearned receipts

Total effect on liabilities

Increase in contract liabilities - current
Decrease in unearned receipts
Total effect in liabilities
As Originally
Stated
$ -

148,945

$ 148,945
Adjustments
Arising from
Initial
Application



$ 148,945

(148,945)

$ -



Restated
$ 148,945

-
$ 148,945
December 31,
2018
$ 83,898

(83,898)
$ -
  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
New, Amended or Revised Standards and Interpretations
(the“New IFRSs”)
Annual Improvements to IFRSs 2015-2017 Cycle
Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”
IFRS 16 “Leases”
Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”
Amendments to IAS 28 “Long-term Interests in Associates and Joint
Ventures”
IFRIC 23 “Uncertainty over Income Tax Treatments”
Effective Date
Announced by IASB (Note 1)
January 1, 2019
January 1, 2019 (Note 2)
January 1, 2019
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.

  • Note 3: The Company shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

  • 159 -

Definition of a lease

Upon initial application of IFRS 16, the Company will elect to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

The Company as lessee

Upon initial application of IFRS 16, the Company will recognize right-of-use assets, or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the balance sheets except for those whose payments under low-value asset and short-term leases will be recognized as expenses on a straight-line basis. On the statements of comprehensive income, the Company will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Currently, payments under operating lease contracts, including property interest qualified as investment properties, are recognized as expenses on a straight-line basis. Cash flows for operating leases are classified within operating activities on the statements of cash flows.

The Company anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.

The Company expects to apply the following practical expedients:

  • 1) The Company will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Company will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.

Anticipated impact on assets and liabilities

Carrying
Amount as of
December 31,
2018
Right-of-use assets
$ -
Total effect on assets
$ -
Lease liabilities - current
$ -
Lease liabilities - non-current
-
Total effect on liabilities
$ -
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2019
$ 2,406,306
$ 2,406,306
$ 2,406,306
$ 2,406,306
$ 127,494
$ 127,494
2,278,812

2,278,812
$ 2,406,306
$ 2,406,306
  • 160 -

Except for the above impact, as of the date the financial statements were authorized for issue, the Company assessed that the application of other standards and interpretations will not have a significant impact on the Company’s financial position and financial performance.

  • c. New IFRSs in issue by International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note 1) Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 2) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Company shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Company shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’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 financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which 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 the 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 the asset or liability.

  • 161 -

When preparing these financial statements, the Company used the equity method to account for its investments 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 owners of the Company in its financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries and associates and the related equity items, as appropriate, in these parent company only financial statements.

  • 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 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 twelve months after the reporting period, and

  • 3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Foreign currencies

In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency (i.e. New Taiwan dollars) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting year, 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 year 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 on the retranslation of non-monetary items are included in profit or loss for the year 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 case, 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 not retranslated.

  • 162 -

e. Inventories

Inventories consist of raw materials 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. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Raw materials and supplies are recorded at moving weighted-average cost and work-in-process items are recorded at standard cost but adjusted to weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries. Subsidiary is an entity that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries.

The Company 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 Company 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.

Profits or losses resulting from downstream transactions are eliminated in full only in the parent company’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company’s financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

g. Property, plant and equipment

Property, plant and equipment are measured at cost, less recognized accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation of property, plant and equipment (including assets held under finance leases) is recognized using the straight-line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation 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 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.

  • 163 -

  • h. Intangible assets

  • 1) Intangible assets acquired separately

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 with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Internally-generated intangible assets - research and development expenditure

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the development phase of an internal project is recognized if, and only if, all of the following have been demonstrated:

  • a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;

  • b) The intention to complete the intangible asset and use or sell it;

  • c) The ability to use or sell the intangible asset;

  • d) How the intangible asset will generate probable future economic benefits;

  • e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • f) The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

  • i. Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis.

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.

  • 164 -

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 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.

  • j. Financial instruments

Financial assets and financial liabilities are recognized when the Company 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 the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (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.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

2018

Financial assets are classified into the following categories: financial assets at amortized cost and equity instruments at FVTOCI.

  • i. 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 assets 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, trade receivables, overdue receivables, notes receivable, other receivables, other financial asset and refundable deposits are measured at amortized cost, which equals to gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

  • 165 -

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset; and

  • ii) Financial asset that has subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

  • ii. Investments in equity instruments at FVTOCI

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, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Loans and receivables

Loans and receivables (including cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial asset and refundable deposits) are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

  • b) Impairment of financial assets

2018

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables and overdue receivables).

The Company always recognizes lifetime Expected Credit Loss (ECL) for trade receivables and overdue receivables. For all other financial instruments, the Company recognizes lifetime ECL 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 Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 166 -

2017

Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the financial assets, that the estimated future cash flows of the investment have been affected.

For financial assets measured at amortized cost, such as trade receivables and overdue receivables, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with defaults on receivables.

For a financial asset measured at amortized cost, the amount of the impairment loss recognized is the difference between such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment (at the date the on which impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.

For financial assets measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables and overdue receivables, where the carrying amount is reduced through the use of an allowance account. When trade receivables and other receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables and overdue receivables that are written off against the allowance account.

c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

Before 2017, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. From 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  • 167 -

  • 2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • k. Provisions

Provision is measured at the best estimate of the discounted cash flows 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.

Provision for the expected cost of warranty obligations is recognized at the date of sale of the relevant products, at the Company’s best estimate of the expenditure required to settle the obligation.

  • l. Revenue recognition

2018

The Company identifies the contract with the customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

For the considerations that have been received from customers, the obligation to transfer goods or services to customers is recognized as a contract liability.

  • 1) Revenue from sale of goods

Revenue from sale of goods comes from sales of aerospace goods.

  • 2) Revenue from rendering of services

Revenue from rendering of services comes from aircraft maintenance, logistics management and industrial technology services.

2017

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • a) The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • 168 -

  • c) The amount of revenue can be measured reliably;

  • d) It is probable that the economic benefits associated with the transaction will flow to the Company; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

  • 2) Revenue from rendering of services

Service income is recognized when services are provided.

Revenue from a contract to provide services is recognized with reference to the stage of completion of the contract.

  • 3) Dividend and interest income

Dividend income from investments is recognized when a shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Company and that the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the applicable effective interest rate applicable.

  • m. Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheets as a finance lease obligation.

Finance expenses implicit in lease payments for each period are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case, they are capitalized.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

  • n. Borrowing costs

Borrowing costs directly attributable to the 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 stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • o. Government grants

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

  • 169 -

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and recognized in profit or loss on a systematic and rational basis over the useful lives of the related assets.

  • 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 service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liability are recognized as employee benefits expense in the period 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 they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. 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.

  • q. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the 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 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 carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

  • 170 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in associates, except where the Company 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 liabilities and assets 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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

  • a. Write-down of inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and the historical experience from selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

  • b. Estimated of provision

Provision is measured using estimated cash flows needed to settle present obligation. If future cash flows will exceed the estimated amount, then the amount of provision may require material adjustment.

  • 171 -

6. CASH

Cash on hand and petty cash
Checking accounts and demand deposits
Rates of bank balance (%)
December 31 December 31


2018
$ 503
934,609

$ 935,112

0.08-1.1
2017
$ 141

1,052,880
$ 1,053,021
0.01-1.0

7. FINANCIAL ASSETS AT FVTOCI - 2018

December 31, December 31,
2018
Emerging marked shares
UHT Unitech Co Ltd. (UHT Ltd.) $ 70,400
Unlisted common shares
Aerovision Avionics Inc. (AAI) 30,918
Metro Consulting Service Ltd. (Metro Ltd.) 2,149
33,067
$ 103,467

These investments in equity instruments are held for medium to long-term strategic purposes and expect to earn profits from long-term investment. 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 Company’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as financial assets measured at cost under IAS 39. Refer to Notes 3 and 8 for information relating to their reclassification and comparative information for 2017.

8. FINANCIAL ASSETS MEASURED AT COST – NON–CURRENT - 2017

December 31, December 31,
2017
Unlisted common shares
AAI Inc.
$
43,200
UHT Ltd. 33,000
Metro Ltd. 3,000
$ 79,200
  • 172 -

Management believed that the fair value of the above unlisted equity investments held by the Company cannot be reliably measured due to the very significant range of reasonable fair value estimates; therefore they were measured at cost less impairment at the end of reporting period.

9. NOTES RECEIVABLETRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
Trade receivables from unrelated parties
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tax return receivables
Others
Trade receivables-2018
December 31 December 31






2018
$ 2,684

$ 15,041,936


(5,208)

$ 15,036,728

$ 84,824


10,517

$ 95,341
2017
$ 23,509
$ 9,281,803

(2,854)
$ 9,278,949
$ 66,998

32,057
$ 99,055

The average credit period of sales of goods was 60 to 90 days. The Company adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. Credit rating information is obtained from independent rating agencies where available or, if not available, the Company uses other publicly available financial information or its own trading records to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix 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. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base

The Company 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 Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of note receivable, trade receivables and overdue receivables (accounted at other non-current assets).

  • 173 -

December 31, 2018

Not Past Due
Expected credit loss rate
0%

Gross carrying amount
$ 14,801,378

Loss allowance (Lifetime ECL)

-


Amortized cost
$ 14,801,378
Less than 90
Days
2%
$ 240,577


(5,075)

$ 235,502
91 to 180
Days
5%
$ 2,665


(133)

$ 2,532
181 to 365
Days
Over 365 Days
50%
100%
$ 2,281 $ 4,687


(1,105)

(4,687)

$ 1,176
$ -
Total
$ 15,051,588

(11,000)

$ 15,040,588

The movements of the loss allowance of trade receivables and overdue receivables were as follows:

Balance at January 1, 2018 per IAS 39
Adjustment on initial application of IFRS 9
Balance at January 1, 2018 per IFRS 9
Impairment loss recognized (reversed)
Balance at December 31, 2018
For the Year Ended
December 31, 2018
For the Year Ended
December 31, 2018


Trade
receivables

$ 2,854

-

2,854

2,354

$ 5,208
Overdue
receivables
$ 9,651

-
9,651

(3,859)
$ 5,792

Trade receivables - 2017

The average credit period of sales on goods is 60 to 90 days. In determining the recoverability of trade receivables, the Company considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. Allowance for impairment loss was estimated by reference to the aging schedule, past default experience of the counterparties and an analysis of their current financial position.

The aging of receivables was as follows:

December 31,
2017
0-90 days $ 9,277,165
91-180 days
4,638
$ 9,281,803

The above aging schedule was based on the past due date.

The ages of individually impaired trade receivables and overdue receivables (other non-current assets) were as follows:

December 31, December 31,
2017
0-90 days $ 131,124
91-180 days 4,638
181-365 days 476
Over 365 days 9,308
$ 145,546
  • 174 -

The above ages before deducting the allowance for impairment loss was presented based on the past due date.

Past due but not impaired receivables are receivables that were past due at the end of the reporting period but not provided with allowance for impairment. The Company did not have past due but not impaired receivables.

The movements of the allowance for impairment loss were as follows:

Collectively Assessed for Impairment
Balance at January 1
Impairment loss recognized (reversed)
Balance at December 31
For the Year Ended
December 31, 2017
For the Year Ended
December 31, 2017


Trade
Receivables
$ 1,813
1,041

$ 2,854
Overdue
Receivables
$ 14,719

(5,068)
$ 9,651

10. INVENTORIES

Raw materials
Work in progress
December 31 December 31


2018
$ 3,629,155

3,168,886

$ 6,798,041
2017
$ 3,100,690

3,670,158
$ 6,770,848

The cost of inventories recognized as cost of goods sold was as follows:

Indemnity income
Income from sales of scraps
Loss on disposal of inventories
Recognized of inventory write-downs
For the Year Ended December 31
2018
2017
$ (45,219) $ (40,267)
(47,728)
(31,507)
37,144
39,108
18,044
85,137

11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investment in subsidiary
AIDC USA LLC (AIDC USA)
December 31 December 31 December 31 December 31
2018 2017
Ownership
Amount
(%)
$ 407,708
100
Ownership
Amount
(%)
$ 621,696
100
Ownership
(%)
100
  • 175 -

On March 27, 2017, the Company’s board of directors resolved to restructure its investments and, in April 2017, the Company transferred its ownership of International Turbine Engine Company LLC (ITEC) to AIDC USA.

Refer to “Table 5: Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The investment accounted for using equity method and the share of profit or loss of the subsidiary were based on the financial statements audited by auditors for the same years.

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Land improvements

Buildings

Machinery and equipment
Transportation equipment
Other equipment

Property in construction


Accumulated depreciation
Land improvements

Buildings

Machinery and equipment
Transportation equipment
Other equipment


Impairment
Buildings
Machinery and equipment

For the Year Ended December 31, 2018















Balance,
Beginning of
Year
$ 121,314
5,885,214
12,472,047
734,031
768,409

1,245
19,982,260
114,522
2,649,893
7,403,704
682,994

291,813
11,142,926
26,258


95,457


121,715

$ 8,717,619
Additions
$ -
28,891
428,145
897
23,814
30,907
$ 512,654
$ 1,555
177,749
665,223
13,468
61,636
$ 919,631
$ -


-

$ -
Deductions
Reclassification
$ (575)
$ -
-
2,112
(179,008)
48,252
(3,282)
-
(6,147)
1,346
-
(2,092)
$ (189,012)
$ 49,618

$ (563)
$ -
-
-
(170,735)
-
(3,282)
-
(6,130)
-
$ (180,710)
$ -

$ -
$ -

-

-

$ -
$ -

Balance,
End of Year
$ 120,739

5,916,217
12,769,436

731,646

787,422
30,060
20,355,520

115,514

2,827,642

7,898,192

693,180
347,319
11,881,847

26,258

95,457

121,715
$ 8,351,958
  • 176 -
Cost
Land improvements

Buildings
Machinery and equipment
Transportation equipment
Leased assets
Other equipment
Property in construction


Accumulated depreciation
Land improvements
Buildings
Machinery and equipment
Transportation equipment
Leased assets
Other equipment


Impairment
Buildings
Machinery and equipment

For the Year Ended December 31, 2017








Balance,
Beginning of
Year
$ 123,706

5,131,565
11,849,691
720,370
42,394
394,127

782,719

19,044,572

115,261

2,478,513
7,133,805
671,534
41,806

239,272

10,680,191

26,258


95,457


121,715

$ 8,242,666
Additions
$ -

33,787
626,605
13,281
-
32,317

107,173

$ 813,163

$ 1,653

173,618
617,542
15,903
588

54,056

$ 863,360

$ -


-

$ -
Deductions
Reclassification
$ (2,392)
$ -
(2,238)
722,100
(393,985)
389,736
(4,446)
4,826
-
(42,394)
(1,515)
343,480

-

(888,647)

$ (404,576)
$ 529,101

$ (2,392)
$ -
(2,238)
-
(390,037)
42,394
(4,443)
-
-
(42,394)

(1,515)

-

$ (400,625)
$ -

$ -
$ -

-

-

$ -
$ -

Balance,
End of Year
$ 121,314

5,885,214
12,472,047

734,031

-

768,409

1,245
19,982,260

114,522

2,649,893

7,403,704

682,994

-

291,813
11,142,926

26,258

95,457

121,715
$ 8,717,619

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful life of the asset:

Land improvements 2-50 years
Buildings
Main buildings 20-45 years
Others 3-60 years
Machinery and equipment 2-40 years
Transportation equipment 2-15 years
Leased assets 6 years
Other equipment 2-15 years

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 29.

  • 177 -

13. INTANGIBLE ASSETS

Other intangible assets
Computer software
Deferred technical cooperation expenses
Patent
Trademark
Developing intangible assets
Projects non-recurring costs
Cost
Balance at January 1, 2018
Additions from internal developments
Additions
Disposals
Reclassification
Balance at December 31, 2018
Accumulated amortization and impairment
Balance at January 1, 2018
Amortization expense
Disposals
Impairment loss recognized in profit and loss
Balance at December 31, 2018
Carrying amounts at December 31, 2018
Cost
Balance at January 1, 2017
Additions
Additions from internal developments
Disposals
Balance at December 31, 2017
December 31 December 31













2018
$ 113,492
30,262
899

175

144,828
722,957

$ 867,785

Other
Intangible
Assets
$ 944,254
-
65,354
(6,913)

4,297

$ 1,006,992

$ 792,280
76,797
(6,913)

-

$ 862,164

$ 144,828


$ 876,296
82,352
-

(14,394)

$ 944,254
2017
$ 142,800

8,257

667

250

151,974

848,430
$ 1,000,404
Developing
Intangible
Assets
$ 5,857,993
232,554
-

-

-
$ 6,090,547
$ 5,009,563
356,027

-

2,000
$ 5,367,590
$ 722,957
$ 5,250,996
-
651,481

(44,484)
$ 5,857,993
(Continued)
  • 178 -
Accumulated amortization and impairment
Balance at January 1, 2017

Amortization expense
Disposals
Impairment loss recognized in profit and loss

Balance at December 31, 2017

Carrying amounts at December 31, 2017
Other
Intangible
Assets
$ 743,456
63,218
(14,394)

-

$ 792,280

$ 151,974
Developing
Intangible
Assets
$ 4,649,031
402,000

(44,484)

3,016
$ 5,009,563
$ 848,430
(Concluded)

Projects non-recurring costs include the costs related to product design, tooling design and fabrication, production planning, specimen and prototype trial fabrication. Deferred technical cooperation expenses include the participation fees or royalties for participation in international cooperation and development of new business. The amounts were allocated by the proportion of actual sales volume divided by expected sales volume.

The above items of intangible assets are amortized on a straight-line basis over the estimated useful life of the asset:

Trademark 10-15 years
Patent 10-20 years
Computer software 2-3 years

14. OTHER FINANCIAL ASSETS

Other financial assets are the time deposits with original maturities over three months from the date of acquisition; for pledged assets information, refer to Note 29. The market rates of the time deposits in the years of 2018 and 2017 were 0.28%-3% and 0.35%-2.05%, respectively.

15. OTHER ASSETS

Current
Prepayment
Others
December 31 December 31


2018
$ 3,801,020
69,833

$ 3,870,853
2017
$ 1,720,937

33,062
$ 1,753,999
  • 179 -
Non-current
Overdue receivables (Note 9)
Less: Allowance for impairment loss
Refundable deposits
Others
December 31 December 31



2018
$ 6,968

(5,792)

1,176
21,624
181,477

$ 204,277
2017
$ 9,784

(9,651)

133

15,774

-
$ 15,907

16. BORROWINGS

a. Short-term borrowings
Unsecured borrowings
Secured borrowings (Note 29)
Rates of interest per annum (%)
b. Short-term bills payable
Commercial paper
Less: Unamortized discount on bills payable
Rate of interest per annum (%)
c. Long-term borrowings
Credit borrowings
Secured borrowings (Note 29)
Less: Current portion
Long-term borrowings
Rates of interest per annum (%)
December 31 December 31


2018
2017
$ 7,730,000
$ 5,515,000

-

1,000,000
$ 7,730,000
$ 6,515,000
0.86-1.5
0.78-0.88
December 31


2018
2017
$ 2,500,000 $ 2,500,000

(425)

(671)
$ 2,499,575
$ 2,499,329
0.53-0.77
0.5-0.71
December 31



2018
$ 6,327,635
1,800,000

8,127,635
(5,289,606)

$ 2,838,029

0.78-1.13
2017
$ 2,518,241

1,800,000
4,318,241

(342,606)
$ 3,975,635
0.78-1.22
  • 180 -

17. OTHER PAYABLES

Payable for salaries and bonuses
Payable for outsourcing
Payable for purchase of equipment
Payable for service fee
Payable for employee’s compensation and remuneration of directors
Payable for annual leave
Payable for remedy
Others
December 31 December 31


2018
$ 1,445,655

751,905
229,855
138,807
136,404
105,964
6,870
697,036

$ 3,512,496
2017
$ 1,286,262
887,799

284,970

93,867
115,127

107,002

55,219

916,343
$ 3,746,589

18. PROVISIONS - NON-CURRENT

Warranties
Others
December 31 December 31


2018

$ 656,794

114,273

$ 771,067
2017
$ 795,067

144,083
$ 939,150

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Company’s obligations for warranties under local sale of goods legislation. The estimate had been made on the basis of historical warranty trends and may vary as a result of other events affecting product quality.

Others refer to the obligation of the Company to improve its Taichung Complex groundwater pollution remediation site as ordered by the Environmental Protection Administration. The Company has the obligation to improve this site and recognized the discounted value of the best estimate of the remediation expenses as provisions.

19. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company 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 Company contributes to a pension fund administered by the pension fund monitoring committee; the amounts of contributions were equal to 16.31% and 15.85% of total monthly salaries and wages for the years ended December 31, 2018 and 2017, respectively. Pension contributions are deposited in the Bank of Taiwan in the committee’s name and are managed by the Bureau of Labor Funds, Ministry of Labor. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is

  • 181 -

inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31 December 31


2018
$ 1,889,063

(1,806,616)

$ 82,447
2017
$ 1,425,694
(1,392,272)
$ 33,422

Movements in net defined benefit liabilities were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2017
$ 988,764
$ (1,009,462)

Service cost
Current service cost
400,054
-
Net interest expense (income)

11,344

(13,868)

Recognized in profit or loss

411,398

(13,868)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
3,609
Actuarial loss - changes in financial
assumptions
33,511
-
Actuarial loss - experience adjustments

17,000

-

Recognized in other comprehensive income
(loss)

50,511

3,609

Contributions from the employer
-
(397,530)
Benefits paid

(24,979)

24,979

Balance at December 31, 2017

1,425,694
(1,392,272)

Service cost
Current service cost
411,360
-
Net interest expense (income)

12,043

(13,501)

Recognized in profit or loss

423,403

(13,501)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(36,999)
Actuarial gain - changes in financial
assumptions
(8,854)
-
Actuarial loss - experience adjustments

94,878

-

Recognized in other comprehensive income
(loss)

86,024

(36,999)
Net Defined
Benefit
Liabilities
$ (20,698)
400,054

(2,524)

397,530
3,609
33,511

17,000

54,120

(397,530)

-

33,422
411,360

(1,458)

409,902
(36,999)
(8,854)

94,878

49,025
(Continued)
  • 182 -
Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Contributions from the employer
$ -
$ (409,902)
Benefits paid

(46,058)

46,058

Balance at December 31, 2018
$ 1,889,063
$ (1,806,616)
Net Defined
Benefit
Liabilities
$ (409,902)

-
$ 82,447
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Company 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 of Pension Fund 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 government 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 principal assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2018
2017
0.90%
0.85%
1.50%
1.50%

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
0.25% increase
0.25% decrease
December 31 December 31



2018
$ (35,718)

$ 36,687


$ 36,376

$ (35,596)
2017
$ (29,621)
$ 30,480
$ 30,206
$ (29,506)

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.

  • 183 -
The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31 December 31
2018
$ 422,766

7.55 years
2017
$ 409,902
7.1 years

20. EQUITY

a. Ordinary shares

Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
December 31 December 31



2018

1,500,000

$ 15,000,000

941,867

$ 9,418,671
2017

1,500,000
$ 15,000,000

941,867
$ 9,418,671

On June 14, 2017, the Company’s shareholders held a meeting and resolved to appropriate retained earnings to capital and issue 33,605 thousand ordinary shares with par value of NT$10. The FSC approved the capital increase on June 28, 2017 and the board of directors set July 29, 2017 as the subscription base date. As a result, the Company increased its issued and fully paid shares to NT $9,418,671.

b. Retained earnings and dividend policy

The Company’s Articles of Incorporation provide that the annual net income after paying income tax should be used first to make up for prior years’ losses, set aside 10% as a legal reserve and appropriate or reverse special reserve. The residual earnings will be allocated by the resolution in the shareholders’ meeting. For information about the accrual basis of the employees’ compensation and remuneration to directors and supervisors and the actual appropriations, please refer to Note 22 (d).

Profits of the Company may be distributed by way of cash dividend or share dividend. Since the Company is in a capital-intensive industry with steady growth in its current business, distribution of profits shall be made preferably by way of cash dividend. Distribution of profits may also be made by way of share dividend provided; however, the ratio of share dividend shall not exceed 50% of total distribution.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s capital surplus. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s capital surplus, the excess may be transferred to capital or distributed in cash.

Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate or reverse special reserve.

  • 184 -

The appropriations of earnings for 2017 and 2016 having been approved in the shareholders’ meetings on June 26, 2018, and June 14, 2017, respectively, were as follows:

Legal reserve

Special reserve
Cash dividends

Share dividends
Appropriation of Earnings
2017
2016
$ 171,192
$ 208,266
460,153
624,796
1,064,310
908,262
-
336,056
Dividends Per Share (NT$)
2017
2016
$ 1.13
$ 1.00
-
0.37

The appropriations of earnings for 2018 had been proposed by the Company’s board of directors on March 28, 2019. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 207,007
Special reserve 588,848
Cash dividends 1,262,102
$ 1.34

The appropriations of earnings for 2018 are subject to the resolution of the shareholders’ meeting to be held in May 2019.

21. REVENUES

Aircraft/vehicle maintenance
Aero/industrial engine
Industrial technology services
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 15,964,570

11,818,385
373,189

$ 28,156,144
2017
$ 17,749,411
9,416,818

371,185
$ 27,537,414

22. NET PROFIT

  • a. Other income
Interest income
Remedy income
Other income from condoned liabilities
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 58,743

11,237
11,080
107,605

$ 188,665
2017
$ 67,961
30,881
5,951

88,244
$ 193,037
  • 185 -

b. Other gains and losses

Net foreign exchange gains (losses)
Impairment loss
Gain (loss) on disposal of property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 213,750

(2,000)
812
(197,126)

$ 15,436
2017
$ (587,447)

(3,016)
(1,352)

(213,592)
$ (805,407)
  • c. Employee benefits, depreciation and amortization
Transfer to Transfer to
Developing
Operating Operating Non-operating Intangible
Cost Expense Expense Assets Capital cost Total
For the Year Ended December
31, 2018
Employee benefits expense
Salaries expense
$ 4,834,015 $
529,282
$
12,699
$ 60,698 $ 112 $ 5,436,806
Retirement benefit
Defined contribution plans
70,009
9,111 150 1,104 2 80,376
Defined benefit plans 357,030 46,465 767 5,629 11 409,902
Remuneration of directors - 17,375 - - - 17,375
Labor and health insurance 299,810 29,952 60,596 4,013 8 394,379
Other employee benefits 54,572 5,428 10,909 55 - 70,964
Depreciation expense 828,360 51,465 20,162 19,618 26 919,631
Amortization expense 414,061 10,081 39 8,642 1 432,824
For the Year Ended December
31, 2017
Employee benefits expense
Salaries expense 4,230,437 471,022 11,377 88,682 44 4,801,562
Retirement benefit
Defined contribution plans
55,534
7,569 130 1,442 1 64,676
Defined benefit plans 341,334 46,524 803 8,864 5 397,530
Remuneration of directors - 15,311 - - - 15,311
Labor and health insurance 277,746 28,864 56,095 6,072 3 368,780
Other employee benefits 50,570 5,236 10,103 108 - 66,017
Depreciation expense 754,642 47,096 19,968 41,640 14 863,360
Amortization expense 442,280 10,057 51 12,829 1 465,218

As of December 31, 2018 and 2017, the Company had 5,023 and 4,987 employees, respectively, and there were 6 and 7 non-employee directors. The head count basis was the same as the basis of employee benefits expense.

  • d. Employees’ compensation and remuneration of directors

The Company’s stipulate distribution of employees’ compensation at the rates no less than 0.58% and remuneration to directors at the rates no higher than 4.65%, respectively, of net profit before income tax.

  • 186 -

The employees’ compensation and remuneration of directors for 2018 and 2017 resolved by the board of directors on March 28, 2019 and March 27, 2018, were as follows:

Employees’ compensation
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2018
The
Proportion of
Estimate
Amount of
Money
4.65%
$ 121,277
0.58%
15,127
2017
The
Proportion of
Estimate
Amount of
Money
4.65%
$ 102,360
0.58%
12,767

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 was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the financial statements for the year ended December 31, 2017.

Information on the employees’ compensation and the remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 are available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • e. Gain or loss on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
Net gains (losses)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 521,564

(307,814)

$ 213,750
2017
$ 191,708

(779,155)
$ (587,447)

23. TAXES

  • a. Major components of tax expense 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
Adjustments to deferred tax attributable to change in tax rates
and laws
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2018
$ 402,234

43,539

(4,022)


441,751

123,392
(49,060)


74,332

$ 516,083
2017
$ 513,660

62,709

2,084

578,453
(125,155)

-

(125,155)
$ 453,298
  • 187 -

A reconciliation of accounting profit and income tax expense is as follows:

Income tax expense calculated at the statutory rate
Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Temporary differences
Adjustments to deferred tax attributable to change in tax rates
and laws
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 521,620

123
(18)
43,539
3,901
(49,060)

(4,022)

$ 516,083
2017
$ 374,035
10

(13)

62,709
14,473
-

2,084
$ 453,298

In 2017, the applicable corporate income tax rate used by the Company in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%.

As the status of the 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.

  • b. Income tax recognized in other comprehensive income (loss)
Deferred tax
Remeasurement of defined benefit plan
Translation of foreign operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ (10,808)
-

$ (10,808)
2017
$ (9,201)

(4,101)
$ (13,302)
  • c. Deferred tax assets and liabilities
Deferred tax assets
Temporary differences
Provisions

Intangible assets
Payable for annual leave
Property plant and
equipment
Unrealized loss on foreign
currency exchange
Defined benefit plan

For the Year Ended December 31, 2018


Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
$ 159,655
$ (5,440)
$ -

58,254
10,681
-
18,190
3,002
-
20,692
3,651
-
42,851
(42,680)
-

5,682

-

10,808

$ 305,324
$ (30,786)
$ 10,808
Closing
Balance
$ 154,215
68,935
21,192
24,343
171

16,490
$ 285,346
  • 188 -

For the Year Ended December 31, 2018

For the Year Ended December 31, 2018
Deferred tax liabilities
Temporary differences
Investment accounted for
using equity method

Deferred tax assets
Temporary differences
Provision

Intangible assets
Payable for annual leave
Property plant and
equipment
Unrealized loss on foreign
currency exchange
Defined benefit plan


Deferred tax liabilities
Temporary differences
Investment accounted for
using equity method

Unrealized gain on foreign
currency exchange
Translating foreign
operations
Defined benefit plan

Opening
Balance
Recognized in
Profit or Loss
$ 21,633
$ 43,546
For the Year Ended
Recognized in
Other
Comprehensive
Income
$ -

December 31, 2017
Closing
Balance
$ 65,179





Opening
Balance
Recognized in
Profit or Loss
$ 177,396
$ (17,741)
61,180
(2,926)
46,508
(28,318)
20,692
-
-
42,851

-

-
$ 305,776
$ (6,134)
$ 128,492
$ (106,859)
24,430
(24,430)
4,101
-

3,519

-
$ 160,542
$ (131,289)
Recognized in
Other
Comprehensive
Income
$ -

-
-
-
-

5,682

$ 5,682

$ -

-
(4,101)

(3,519)

$ (7,620)
Closing
Balance
$ 159,655
58,254
18,190
20,692
42,851

5,682
$ 305,324
$ 21,633
-
-

-
$ 21,633

d. Deductible temporary differences for which no deferred tax assets have been recognized in the balance sheets

Deductible temporary differences
Inventories
December 31 December 31
2018
$ 2,160,722
2017
$ 2,142,678
  • 189 -

e. Income tax assessments

Income tax returns of the Company through 2016 have been examined and cleared by the tax authorities.

24. EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
Unit: NT$ Per share
For the Year Ended December 31
2018
2017
$ 2.22
$ 1.86
$ 2.21
$ 1.85
2018
$ 2.22

$ 2.21
2017
$ 1.86
$ 1.85

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net Profit for the Year
Earnings used in the computation of basic earnings per share
(Earnings used in the computation of diluted earnings per share)
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 issue to employees
Weighted average number of ordinary shares 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


2018
$ 2,092,016

941,867

4,689

946,556
2017
$ 1,747,981
941,867

3,549

945,416

If the Company’s compensation or bonuses payable to employees can be settled in cash or shares, then the Company should assume the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares, if dilutive, should be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share. Such dilutive effect of the potential shares should be 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.

  • 190 -

25. OPERATING LEASE ARRANGEMENTS

The future minimum lease payments for non-cancellable operating lease commitments are as follows:

Not later than 1 year
Later than 1 year and not later than 5 years
December 31 December 31


2018
$ 164,186


-

$ 164,186
2017
$ 164,228

164,228
$ 328,456

26. CAPITAL MANAGEMENT

The Company must maintain adequate capital necessary for profitable operations and business expansion, equipment upgrade and participation in international new aircraft developing. Therefore, the Company manages its capital to ensure that the Company will have enough financial resources to respond accordingly to its working capital requirements at least for the next 12 months, capital expenditures, participation in international new aircraft developing and repayments of liabilities.

The capital structure of the Company consists of net debt (borrowings offset by cash and other financial assets) and equity (comprising ordinary shares, retained earnings and other equity).

27. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The management considers the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values or their fair values cannot be reliably measured.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2018

Financial assets at FVTOCI
Investments in equity
instruments
Emerging market shares

Unlisted shares

Level 1
$ 70,400


-

$ 70,400
Level 2
$ -


-

$ -
Level 3
$ -

33,067

$ 33,067
Total
$ 70,400

33,067
$ 103,467

There were no transfers between Levels 1 and 2 for the years ended December 31, 2018 and 2017, respectively.

  • 191 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in other comprehensive loss

Balance at December 31, 2018
Financial Assets
at FVTOCI
Financial Assets
at FVTOCI


Equity
Instruments
$ 33,848

(781)
$ 33,067
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The Company holds the marketable securities of unlisted shares held by the Company is estimated by using the evaluation method, when there is no market price for reference. The fair value of which the unlisted shares was evaluated by using assets- asset-based approach of the investees.

  • c. Categories of financial instruments
Financial assets
Loans and receivables
Financial assets at amortized cost
Financial assets measured at cost
Investments in equity instruments at FVTOCI - non-current
Financial liabilities
Financial liabilities at amortized cost
December 31
2018
2017
$ -
$ 14,600,450
18,342,405
-
-
79,200
103,467
-
22,747,217
17,680,444

Loans and receivables measured at amortized cost which comprise cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits.

Financial assets at amortized cost comprise cash, notes receivable, trade receivables, other receivables, overdue receivables, other financial assets and refundable deposits.

Financial liabilities at amortized cost comprise short-term borrowings, short-term bills payable, trade payables, other payables (excluded payable for salaries and bonuses, payable for annual leave and payable for employee’s compensation and remuneration of directors), other financial liabilities (accounted at other current liabilities), long-term borrowings (included not later than one year) and guarantee deposits.

  • d. Financial risk management objectives

The Company’s major financial risk management objectives are to manage the market risk (including currency risk and interest rate risk), credit risk and liquidity risk of operating activities. The Company minimizes the unfavorable effects of these risks by identification and assessment of the risks and by applying aversion methods to the uncertainties.

  • 192 -

The Company’s financial targets including its investment plan for fixed assets are laid out in its “Five-Year Business Plan”. The financial plan includes risk management policies and the division of responsibilities.

The Company’s major financial instruments include cash, trade receivable, short-term borrowings, trade payables and long-term borrowings. The financial department coordinates access to domestic financial markets.

1) Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There had been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

Foreign currency risk

The Company minimizes its currency exposure by natural hedging. Foreign currency operation performance is reported to the key management personnel every quarter and the expected foreign currency and operation direction are set for the next quarter.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 31.

Sensitivity analysis

The Company was mainly exposed to the US dollar. The Company’s sensitivity to a 0.5% stronger or weaker New Taiwan dollar against the relevant foreign currencies means profit before income tax would be increase/decrease by $48,356 thousand and $41,262 thousand for the years ended December 31, 2018 and 2017. The sensitivity rate of 0.5% represents the management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items, with the foreign currency rates at the end of the reporting period adjusted for a 0.5% change.

Interest rate risk

The Company’s interest risk is evaluated in terms of short-term borrowings; short-term bills payable and long-term borrowings. Borrowing and repayment require budget planning in advance to control the interest risk. Interest rates of short-term loans from different financial organizations are compared and lowest one will be selected.

Sensitivity analysis

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2018 and 2017 would decrease/increase by $33,394 thousand and $27,083 thousand, respectively, which was mainly attributable to the Company’s exposure to interest rates on its variable-rate bank borrowings. 25 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 193 -

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The possible financial loss would equal to the carrying amount of the recognized financial assets as stated in the balance sheets. However, the Company is executing forward exchange only with the correspondent financial institutions, and they are creditworthy with no credit risks.

The Company’s dealing counterparties are national defence organizations and international aerospace corporations, and they are creditworthy with extreme low risk of bankruptcy. The Company’s key management checks the accounts receivable every month, and instructs the project team to collect the past due amounts.

The Company’s concentration of credit risk by geographical location was mainly in the United States, which accounted for 40% and 37% of the total trade receivable as of December 31, 2018 and 2017, respectively.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance the Company’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.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2018 and 2017, the Company had available unutilized bank loan facilities as set out in (b) below.

a) Liquidity and interest risk rate tables for non-derivative financial liabilities

The following tables details the Company’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 Company can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

Non-derivative financial liabilities
Non-interest bearing liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
December 31, 2018 December 31, 2018



Less Than
1 Year
$ 4,184,267
10,519,606

4,999,575

$ 19,703,448
More than
1 Year
$ 205,740

2,838,029

-
$ 3,043,769
  • 194 -
Non-derivative financial liabilities
Non-interest bearing liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
December 31, 2017 December 31, 2017


Less Than
1 Year
$ 4,143,765
5,142,606

4,214,329

$ 13,500,700
More than
1 Year
$ 204,109

3,975,635

-
$ 4,179,744

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

b) Financing facilities (reviewed annually)

Unsecured bank overdraft facility:
Amount unused
Secured bank loan facilities:
Amount unused
December 31 December 31

2018
$ 4,975,573

$ 1,000,000
2017
$ 12,493,750
$ 1,000,000

28. TRANSACTIONS WITH RELATED PARTIES

Details of transactions between the Company and related parties are disclosed below.

  • a. Related Party Categories / Names
Related Party Name
AIDC USA
ITEC
Ministry of Economic Affairs
Relationship with the Company
Subsidiary
Associate
Corporate director
  • b. Sales of goods
Related Parties Name
ITEC
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
$ 1,228,336
2017
$ 1,213,353

The Company’s sales prices are based on the contracts. The collection terms are as follows:

Item Collection terms

Engine 90 days after the invoice date Backup parts Offset account receivables with account payable

  • 195 -

There is no unrelated party with similar product item to compare the engine sales price. The backup parts are only directly sold to the ROC Air Force, and the sales price is according to the purchase contract with related party plus the processing fee agreed by both parties, and collection term is 1-2 months.

  • c. Purchase of goods
Related Parties Name
ITEC
AIDC USA
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 924,826


706

$ 925,532
2017
$ 1,025,748

-
$ 1,025,748

The Company’s buying prices from related party are based on contract. The payment term in principle is 1-2 months or paying after offset of accounts receivable. There are no unrelated parties with similar product items that can serve as basis of comparison of prices and terms.

  • d. Manufacturing expenses
Related Parties Name
ITEC
AIDC USA
Ministry of Economic Affairs
Operation expenses
Related Parties Name
AIDC USA
Ministry of Economic Affairs
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
2017
$ 487,619
$ 510,420
16,915
13,080

-

50,419
$ 504,534
$ 573,919
For the Year Ended December 31


2018
$ 18,651

-

$ 18,651
2017
$ 18,438

29,005
$ 47,443
  • e. Operation expenses

  • f. The Company leases land from the Ministry of Economic Affairs, rent expense is calculated at 5% of the annually announced land values, payment is once a year. Since 2018, the ownership of the land has been changed to the National Property Administration, Ministry of Finance. Rent expense for the year ended December 31, 2017 was $105,562 thousand.

  • g. Receivable from related parties

Related Parties Name
ITEC
December 31 December 31
2018
$ 306,833
2017
$ 308,373

The outstanding trade receivables from related parties are unsecured. No impairment loss and excepted credit loss was recognized on trade receivables from related parties.

  • 196 -

h. Other current assets

ITEC

Related Parties Name

December 31 December 31
2018
$ 796,598
2017
$ 222,401
  • i. Payable to related parties

ITEC

Related Parties Name

December 31 December 31
2018
$ 294,289
2017
$ 201,665

The outstanding trade payables to related parties are unsecured.

  • j. Other payables
Related Parties Name
ITEC
AIDC USA
December 31 December 31


2018
$ 90,391


3,057

$ 93,448
2017
$ 25,737

3,944
$ 29,681
  • k. Compensation of key management personnel
Short-term benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 30,219

1,279

$ 31,498
2017
$ 28,207

3,922
$ 32,129

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

29. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following other financial assets and property, plant and equipment were provided as collateral for bank borrowings and obligation:

Property, plant and equipment
Other financial assets - Current
Other financial assets – Non-current
December 31 December 31


2018
$ 2,121,409

1,860,093
10,807

$ 3,992,309
2017
$ 2,189,921
2,986,607

10,807
$ 5,187,335
  • 197 -

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company were as follows:

  • a. As of December 31, 2018 and 2017, unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately $114,076 thousand and $156,402 thousand, respectively.

  • b. As of December 31, 2018 and 2017, unpaid contract for purchases of raw materials and machinery and equipment amounted to approximately $36,761,294 thousand and $29,803,225 thousand, respectively.

31. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

Assets
Monetary items
USD

Non-monetary
items
USD
Liabilities
Monetary items
USD
December 31 December 31
2018
Foreign
Currencies
Exchange
Rate
New
Taiwan
Dollars
$ 323,600
30.715
$9,939,374
20,241
30.715
621,696
8,732
30.715
268,203
2017
Foreign
Currencies
Exchange
Rate
New
Taiwan
Dollars
$ 293,148
29.76
$8,724,084
13,700
29.76
407,708
15,850
29.76
471,696

The significant unrealized foreign exchange gains (losses) were as follows:

Foreign
Currencies
USD
For the Year Ended December 31 For the Year Ended December 31
2018
Exchange Rate
Net Foreign
Exchange Loss
30.715
$ (1,035)
2017
Exchange Rate
Net Foreign
Exchange Loss
29.76

$(251,851)
  • 198 -

32. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (None)

  • 2) Endorsements/guarantees provided. (None)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities). (Table 1)

  • 4) Marketable securities acquired and disposed at costs or prices at least $300 million or 20% of the paid-in capital. (None)

  • 5) Acquisition of individual real estate at costs of at least $300 million or 20% of the paid-in capital. (Table 2)

  • 6) Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 3)

  • 8) Receivables from related parties amounting to at least $100 million or 20% of the paid-in capital. (Table 4)

  • 9) Trading in derivative instruments. (None)

  • 10) Information on investees. (Table 5)

  • b. Information on investments in mainland China. (None)

  • 199 -

TABLE 1

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars or Shares)

Holding Company Name Type and Name of
Marketable Securities
Relationship with the Holding Company Financial Statement Account December 31, 2018 December 31, 2018
Shares Carrying Value Percentage of
Ownership
Fair Value
The Company Share capital
UHT Ltd.
AAI
Metro Ltd.
-
The Company is a corporate director
The Company is a corporate director
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
1,100
4,968
300
$ 70,400
30,918
2,149
3.2%
13.09%
6%
$ 70,400
30,918
2,149

Note: Information about subsidiary and associate is provided in Table 5.

  • 200 -

TABLE 2

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COST FOR AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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
The Company Building 2018.12.14 $ 608,311 Note Note - N/A N/A N/A N/A Price comparison
and negotiation
Production None

Note: The expected date to bid is in April 2019.

  • 201 -

TABLE 3

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars)

Purchaser or Seller Related Party Nature of Relationship
with the Purchaser or Seller
Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes and Accounts
Receivable (Payable)
Notes and Accounts
Receivable (Payable)
Note

Purchase or Sale
Amount % to Total Collection Terms Unit Price Collection Terms Ending Balance %
to Total
The Company ITEC Associate Sale
Purchase
$ (1,228,336)
924,826
(4 )
8
Note
Note
Note
Note
Note
Note
$ 306,833
(294,289)
2
(13
)

Note: Information is provided in Note 28.

  • 202 -

TABLE 4

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

RECEIVABLE FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amount Received
in Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
The Company ITEC Associate $ 306,833 3.99 $ - - $ 306,833 $ -
  • 203 -

TABLE 5

AEROSPACE INDUSTRIAL DEVELOPMENT CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars or Shares, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment
Amount
Original Investment
Amount
As of December 31, 2018 As of December 31, 2018 As of December 31, 2018 Net Income of
the Investee
Share of Profits Note
December
31, 2018
December
31, 2017
Shares % Carrying
Amount
The Company
AIDC USA
AIDC USA
ITEC
State of Delaware USA
State of Delaware USA
Provide program management and relevant
services for purchasing and selling raw
materials, parts and components of
aircraft, engines and subsystems.
Development production and remodel of
aircraft

$ 288,661
728
$ 288,661

728
-
-
100
22.05
$ 621,696
602,985
$ 197,169
1,066,263
$ 197,169
235,111
Subsidiary
Associate

7. Insolvency and the Effect on the Financial Position of the Company: There is no insolvency to the Company and its affiliated enterprises in previous year to the date this report was printed, and there is no effect on the financial position of the Company.

  • 204 -

VII. Financial Position and Review of Financial Performance and Risk

1. Review and Analysis of Financial Position:

1.1 Review and Analysis of Consolidated Financial Position:

Unit:NT$ thousands

Fiscal Year Difference Difference
2017 2018
Title Amount %
Current Assets 23,111,931 29,014,820 5,902,889
25.54
Real Properties, Plant and
Equipment
8,718,654 8,352,719 (365,935)
(4.20)
Intangible Assets 1,000,404 867,785 (132,619)
(13.26)
Other Assets (Note 2) 921,892 1,584,230 662,338
71.85
Total Assets 33,752,881 39,819,554 6,066,673
17.97
Current Liabilities 15,508,917 21,805,607 6,296,690
40.60
Noncurrent Liability 5,140,922 3,880,330 (1,260,592)
(24.52)
Total Liabilities 20,649,839 25,685,937 5,036,098
24.39
Capital Stock 9,418,671 9,418,671 0
0.00
Retained Earnings 3,716,543 4,706,032 989,489
26.62
Other Equity (32,172) 8,914 41,086
127.71
Total Equity 13,103,042 14,133,617 1,030,575
7.87
Significant changes in the components of assets, liabilities and shareholders’ equity (change in 10% of more and
the amount changed approximated NTD 10 million) in the last 2 years, the main causes and the effect, and the plan
for responding to the changes are specified below:
1.Increase of current assets: mainly because of the increase in revenue of FY2018, customer order mainly occured
in December, and the prepayments for execution of defense business.
2. Increase of other assets: major items in this account include measurement equity instrument through fair value
for unearned valuation, equity methods for AIDC USA LLC investment to ITEC, and prepayments for equipment
and tooling of defense projects.
3.Increase of current liabilities and total liabilities: mainly because of increase in long-term borrowings for business
and investment purposes.
4.Decrease of noncurrent liability: because of current portion of long term borrowings being reclassified into
current liabilities.
5.Increase of retained earnings: mainly because of the growth of operation performance that resulted in the
increase in earnings net in current period.
6.Increase of other equity: the major item in this account is to use fair value for unearned valuation for
investment to UHT Unitech.

Note 1: The comparison is made by the audited figures in accordance with IFRSs in FY 2017-2018.

Note 2: Other assets include fair value through other comprehensive income noncurrent financial assets, noncurrent financial assets at cost, investment accounted for under the equity method, deferred income tax assets, prepayments for equipment, other noncurrent financial assets and other noncurrent assets.

1.2 Review and Analysis of Individual Company Financial Position:

1.2 Review and Analysis of Individual Company Financial Position: 1.2 Review and Analysis of Individual Company Financial Position: 1.2 Review and Analysis of Individual Company Financial Position: 1.2 Review and Analysis of Individual Company Financial Position: 1.2 Review and Analysis of Individual Company Financial Position:
Unit:NT$ thousands
Fiscal Year Difference
2017 2018
Title Amount %
Current Assets 23,098,583
28,977,692

5,879,109

25.45
Real Properties, Plant and
Equipment
8,717,619
8,351,958

(365,661)

(4.19)
Intangible Assets 1,000,404
867,785

(132,619)

(13.26)
  • 205 -
Fiscal Year Difference Difference
2017 2018
Title Amount %
Other Assets (Note 2) 900,628
1,602,010

701,382

77.88
Total Assets 33,717,234
39,799,445

6,082,211

18.04
Current Liabilities 15,473,314
21,785,498

6,312,184

40.79
Noncurrent Liability 5,140,878
3,880,330

(1,260,548)

(24.52)
Total Liabilities 20,614,192
25,665,828

5,051,636

24.51
Capital Stock 9,418,671
9,418,671

0

0.00
Retained Earnings 3,716,543
4,706,032

989,489

26.62
Other Equity (32,172) 8,914
41,086

127.71
Total Equity 13,103,042
14,133,617

1,030,575

7.87
Significant changes in the components of assets, liabilities and shareholders’ equity (change in 10% of more and
the amount changed approximated NTD 10 million) in the last 2 years, the main causes and the effect, and the plan
for responding to the changes are specified below:
1. Increase of current assets: mainly because of the increase in revenue of FY2018, customer order mainly occured
in December, and the prepayments for execution of defense business.
2. Increase of other assets: major items in this account include measurement equity instrument through fair value
for unearned valuation, equity methods for AIDC USA LLC investment to ITEC, and prepayments for equipment
and tooling of defense projects.
3. Increase of current liabilities and total liabilities: mainly because of increase in long-term borrowings for
business and investment purposes.
4.Decrease of noncurrent liability: because of current portion of long term borrowings being reclassified into
current liabilities.
5.Increase of retained earnings: mainly because of the growth of operation performance that resulted in the
increase in earnings net in current period.
6.Increase of other equity: the major item in this account is to use fair value for unearned valuation for
investment to UHT Unitech.

Note1 : The comparison was made by the audited figures in accordance with IFRSs in FY 2017 and FY 2018.

  • Note 2: Other assets include fair value through other comprehensive income noncurrent financial assets, noncurrent financial assets at cost, investment accounted for under the equity method, deferred income tax assets, prepayments for equipment, other noncurrent financial assets and other noncurrent assets.

2. Review and Analysis of Financial Performance

2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years:

2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years: 2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years: 2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years: 2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years: 2.1 Comparison of Consolidated Financial Performance Analysis in the Last 2 Years:
Unit:NT$ thousands
Fiscal Year
Title
2017 2018 Difference Amount Difference%
Net Operating Income 27,537,414 28,182,098 644,684
2.34
Operating Cost 23,637,272 24,542,508 905,236
3.83
Operating Gross Profit 3,900,142 3,639,590 (260,552)
(6.68)
Operating Expense 1,130,374 1,293,432 163,058
14.43
Operating Net Profit 2,769,768 2,346,158 (423,610)
(15.29)
Non-operating revenues and
expenditures
(490,979) 305,860
796,839

162.30
EBT 2,278,789 2,652,018 373,229
16.38
Income Tax Expense 530,808 560,002 29,194
5.50
Earnings Net in Current Period
1,747,981
2,092,016 344,035
19.68
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Fiscal Year
2017 2018 Difference Amount Difference%
Title
Other Comprehensive Income
(after taxation)
(97,116) (91,468) 5,648 5.82
Total Comprehensive Income
in Current Period
1,650,865 2,000,548 349,683 21.18
The major causes of significant changes in revenue, operating income and EBT (change of more than 10% and the
absolute value of change amounted to NT$10 million):
1. Increase of non-operating revenues and expenditure: mainly because of the fluctuations of exchange rate
against USD which resulted in increase of net exchange gain for FY 2018.
2. Increase of EBT and earnings net in current period: mainly because of the increasing engine business
contributed to the growth of operation performance.
3. Increase of total comprehensive income in current period: mainly because of increase in earnings net and other
comprehensive income in currentperiod than thepreviousyear.

Note : The comparison was made by the audited figures in accordance with IFRSs in FY 2017 and FY 2018.

2.2 Comparison of Individual Company Financial Performance Analysis in the Last 2 Years:

Unit:NT$ thousands

Fiscal Year
Title
2017 2018 Difference Amount Difference%
Net OperatingIncome 27,537,414
28,156,144

618,730

2.25
OperatingCost 23,650,352
24,559,503

909,151

3.84
OperatingGross Profit 3,887,062 3,596,641 (290,421) (7.47)
OperatingExpense 1,117,441
1,256,508

139,067

12.45
OperatingNet Profit 2,769,621 2,340,133 (429,488) (15.51)
Non-operating revenues and
expenditures
(568,342) 267,966
836,308

147.15
EBT 2,201,279
2,608,099

406,820

18.48
Income Tax Expense 453,298
516,083

62,785

13.85
Earnings Net in Current Period
1,747,981
2,092,016 344,035
19.68
Other Comprehensive Income
(after taxation)

(97,116)
(91,468) 5,648
5.82
Total Comprehensive Income
in Current Period
1,650,865
2,000,548

349,683

21.18
The major causes of significant changes in revenue, operating income and EBT in the last two years (change of
more than 10% and the absolute value of change amounted to NT$10 million):
1. Increase of non-operating revenues and expenditure: mainly because of the fluctuations of exchange rate
against USD which resulted in increase of net exchange gain for FY 2018.
2. Increase of EBT and earnings net in current period: mainly because of the increasing engine business
contributed to the growth of operation performance.
3. Increase of total comprehensive income in current period: mainly because of increase in earnings net and other
comprehensive income in currentperiod than thepreviousyear.

Note : The comparison is made by the audited figures in accordance with IFRSs in FY 2017 and FY 2018.

2.3 The Effect of the Reference for the Projection of Sale Volume on the Operation and Financial Position of the Company, and the Measures in Response:

AIDC projects its sale volume on the basis of market demand and development trend, the operation outlook of its customers, and the customer orders on hand and the production capacity. The products of AIDC were recognized by the customers and customer order quantity is stable. There is also the opportunity of new business. It is expected that the sale volume will grow in the future.

2.4 Possible Effect on the Financial Position and Operation of the Company: No significant

influence .

  • 2.5 Plan in Response: Not applicable.

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3. Cash Flow and Liquidity Analysis

3.1 Liquidity Analysis of Consolidated Financial Data Over the Last 2 Years:

Year
Title
2017 2018 Proportion of Change (%)
Cash flow ratio(%) 6.64%
Cash flow suitabilityratio(%) 85.39% 59.77% (25.62)%
Cash reinvestment ratio(%) 0.41%
Notes to the Analysis of the Proportion of Change:
1. Cash Flow Ratio and Cash Reinvestment Ratio: mainly because of the increase in revenue of FY 2018, customer
order placement mostly in December, and the prepayments for execution of defense business which lead to net
cash flow from operating activities in current period.
2. Cash Flow Suitability Ratio decreased: because of decrease in net cash flow from operating activities and
increase in capital expenditure and cash dividend in the last 5 years.

Note : The basis of comparison for FY 2017 and FY 2018 are the audited figures under IFRSs.

3.2 Liquidity Analysis of Individual Company Over the Last 2 Years:

Year
Title
2017 2018 Proportion of Change (%)
Cash flow ratio(%) 6.92%
Cash flow suitabilityratio(%) 85.61% 60.01% (25.60)%
Cash reinvestment ratio(%) 0.55%
Notes to the Analysis of the Proportion of Change:
1. Cash Flow Ratio and Cash Reinvestment Ratio: mainly because of the increase in revenue of FY 2018, customer
order placement mostly in December, and the prepayments for execution of defense business which lead to
net cash flow from operating activities in current period.
2. Cash Flow Suitability Ratio decreased: because of decrease in net cash flow from operating activities and
increase in capital expenditure and cash dividend in the last 5 years.

Note : The basis of comparison for FY 2017 and FY 2018 are the audited figures under IFRSs.

3.3 Liquidity Analysis of the Year Ahead: Not applicable.

4. Major Capital Expenditures in Previous Year and the Effect on the Financial Position and Operation: None.

5. Direct Investment in Previous Year and the Effect of Operation on the Income Status of the Company

5.1 The Outlook of Direct Investment:

AIDC direct investment policy follows the Company’s business plan, seeks complementary resources, strengthen the core competence, to consolidate and extend the existing core business, and expand business opportunities to achieve the Company’s vision.

AIDC has invested 4 companies in 2018 with 2 company’s operation performance result in income loss, and the outlook is illustrated as the following table. The Company will continue to integrate its business with direct investment to improve the investment performance.

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December 31, 2018/Unit:NT$ thousands

Industry Type Name of
Investee
Income/Loss Main Cause of Profit or Loss Improvement Plan
Aerospace
Manufacturing
AIDC USA
LLC
197,169 The main cause of profit is the proactive
expansion of service business and
non-operatingincome of investment
Avionics AeroVision
Avionics Inc.
(6,133) The main causes of loss are the revenue of
train and bus entertainment system fell short
of expectation.
Exert program
management
effectiveness to
pursue in-flight
entertainment system
and related business
Track
Consulting
Metro
Consulting
Service Ltd.
2,601 The main cause of profit is the proactive
expansion of service business and the effective
control of operatingexpenses.
Other UHT Unitech
Co., Ltd.
(95,039) The main causes of loss is the operation hasn’t
reach economy of scale and the profit fell short
of overall operation expense.
Reduce operation cost
and pursue carbon
fiber equipment
export licensing

Source: The audited FY 2018 financial statements of the above companies.

6. Risks under Assessment in Previous Year to the Date this Report was Printed

6.1 The Effect of Interest Rate and Exchange Rate Fluctuation and Inflation on the Income Level

of the Company and the Responding Measures

6.1.1 The Effect of Interest Rate Fluctuation on the Income Level of the Company and the Response in the Future

Interest income in FY 2018 amounted to NT$58,757 thousand or accounted for 0.21% of the consolidated earnings. Interest expense in the same year amounted to NT$133,304 thousand or accounted for 0.47% of the consolidated earnings. These figures indicated that interest expense has marginal effect on the income level of the Company. The Company also makes timely adjustment of the use of capital in line with the change in interest rate to mitigate the influence of interest rate fluctuation on income level.

6.1.2 The Effect of Exchange Rate Fluctuation on the Income Level of the Company and the Response in the Future

Net exchange increase in FY 2018 amounted to NT$213,750 thousand or accounted for 0.76% of the consolidated revenue. The Company has its export sales and purchases of the Company mostly denominated in USD and therefore takes the following measures to tackle with exchange rate fluctuation:

  • 6.1.2.1 Gather timely information on the exchange rate and is engaged in frequent consultation with relevant financial institutions on mapping out the hedge strategy in exchange rate in order to keep abreast of the trend of exchange rate.

  • 6.1.2.2 Manage the liabilities and assets denominated in foreign currencies through offsetting account payables and receivables with flexibility to minimize the effect of exchange rate fluctuation.

  • 6.1.2.3 In compliance with the requirement of the competent authority, the Company has instituted the “Procedure for Derivative Trade” so as to use proper financial tool for hedging off the risk deriving from exchange rate fluctuation and minimize the impact of exchange rate fluctuation on the Company.

6.1.3 The Effect of Inflation on the Income Level of the Company and the Response in the

Future

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  • (1) According to the Directorate-General of Budget, Accounting and Statistics, the CPI (Consumer Price Index) of 2018 increased 1.35%, while Core CPI(*) increased 1.22%, the effect of inflation was low.

  • *Core CPI refers to the index eliminating short term or occasional factors (such as typhoon, war), in Taiwan it refers to the CPI indices excluding vegetables and energy (gas, electricity and oil prices)

  • (2) AIDC shall continue to control cost through inventory management, procurement policy and process development and innovation; and shall continue to monitor inflation for adjustment. As such, the effect of inflation on its operation and profit position is not significant.

6.2 The Policy of the Company in Undertaking High Risk and High Leverage Investment, Lending to a Third Party, Guarantee and Endorsement, and Derivative Trade, the Main Causes of Profit or Loss, and the Response in the Future

  • 6.2.1 The Company is conceived with the corporate philosophy of stable growth in its operation and only takes forwards contract for hedging. As such, the Company does not undertake any high risk or high leverage investment and financial operation.

  • 6.2.2 The Board resolved in a session dated July 30, 2007 that the Company shall not engage in any lending to third party or undertaking of guarantee and endorsement.

  • 6.2.3 In compliance with the requirement of the competent authority, the Company has instituted the “Procedure for Derivative Trade” as the guideline for derivative trade. From FY 2018 to March FY 2019, the Company has not conducted any derivative trade.

6.3 R&D Plan in the Future and Projected R&D Expenses

The Company has made ceaseless effort over the years to upgrade the human resources in research and development and committed a great amount of funding to satisfy the needs of business development and customer orders. In the future, the Company will continue to invest 2%~4% of the revenue per year in research and development for attaining the goal of the operation as planned.

6.4 Changes in the Legal and Policy Environment at Home and Aboard and its Influence on the Operation and Financial Position of the Company, and the Response

The Company runs its operation in compliance with applicable legal rules at home and abroad, and pays close attention to any change in the policy and legal environment. The Company responds to any change in the policy and legal environment by making appropriate adjustment in related business and financial operation. In the previous year to the date this report was printed, the Company has not been affected by any change in the policy and legal environment at home and abroad.

6.5 The Effect of Technological and Industrial Changes on the Operation and Financial Position of the Company and the Response

For environmental protection, demands for light weight, fuel efficiency, and low carbon emission continue to lead the design and development of new aircrafts and engines, and the application of composite materials also plays a key part in this trend. To bolster its position as tier 1 supplier of Airbus, in addition to TACC, AIDC further invested in the construction of TACC #19 dedicated to the production of composite parts and components for the popular single aisle A320 series aircraft. To satisfy the strong demand of GE and Rolls-Royce for green engines, Engine Case Manufacturing Center (ECMC) was thus built and certified for production, and has gradually generating revenue.

AIDC, being the first approved manufacturer in Asia to manufacture the high-precision hot section module for GE LEAP engine, has currently building Turbine Center Frames (TCF) which mainly supply the hot section module for GE LEAP engine. With the robust demand of LEAP engine and its orders exceeding 75% market share of single-passenger passengers, it is expected to see the increasing shipment once the

  • 210 -

deliveries is made and thus leads the momentum of the engine market.

In recent years, the 3D printing technology is gradually matured with wide application in aerospace field which brings impact on the existing supply chain, thus AIDC has established Innovation and R&D Center to work on the cutting-edge technology and list 3D printing technology as one of the major research project. In short run, AIDC will cooperate with domestic research instiutionsto to lay a good foundation and consult foreign experts and leading firms for the 3D printing know-how, and enter the production phase in the future.

Further to the above, more requirements for partner selection by international aerospace companies are seen. In addition to the basic ones such as quality, cost and delivery, Boeing and Airbus expect suppliers to work towards automated and intelligent production to enhance flexibility and competitiveness. Based on this, AIDC adopted Industry 4.0 concept to develop the iAIDC intelligent manufacturing platform which incorporates intelligent machinery, intelligent manufacturing and intelligent management. This effort not only won recognition from international customers such as GE, but also established AIDC as the leader in the field of intelligent and high value-added aerospace technology development in Taiwan, which greatly facilitates the enhancement of competitive power and contribute to the financial position and operation of the Company.

6.6 The Effect of the Change in Corporate Image on Corporate Crisis Management and the Response

AIDC is strictly attached to its corporate philosophy of “Accountability, Integrity, Innovation, Dedication, and Customer Orientation” and its corporate culture and seeks to upgrade its technology in the production and manufacturing of aircrafts and quality management at all times. It also seeks to enhance its relation with the customers and create value for the customers, and spares no effort in upgrading its quality and efficiency through internal management and external inspection. AIDC has positive corporate image and has no significant change in such image that may result in corporate crisis.

6.7 Expected Return On and Possible Risk from Mergers and Acquisitions, and the Response

In the previous year to the date this report is printed, AIDC has no plan for acquiring any other companies. If there is such a plan in the future, AIDC will take caution in the assessment and will fully consider the synergy after the merger, and comply with applicable legal rules and the internal code of the Company to protect the interest of the Company and shareholders’ equity.

6.8 Expected Return On and Possible Risk from Capacity Expansion, and the Response

AIDC has already secured business from international giant firms in engine case and components and parts in composite materials, and military aircraft maintenance. After its consultation with the international giant firms, AIDC has constructed and ensured new plants for housing the engine case manufacturing center, composite materials manufacturing center, and the depot for the maintenance of military aircraft, also the Board of Directors approved the new plant project for Turbine Center Frames on December 14, 2018. The expected result, possible risk, and response are elaborated below:

6.8.1 Expected Result: capacity expansion can help to accommodate a large volume of engine case and composite materials production and the maintenance of military aircrafts. This helps to satisfy the needs of customer orders and also enhance the economic efficiency.

6.8.2 Possible Risk and Response: the Company has completed its assessment on Turbine Center Frames (TCF) including the schedule of plant construction, business volume, cost of production, and the sources of capital, and has mapped out the goals for managing relevant risks and a backup plan.

6.8.3 The construction work and procurement of the equipment of Turbine Center Frames (TCF) capacity expansion projects are progressing as scheduled, and is expected to satisfy customer orders.

launched the plan for

6.9 The Risk Deriving from Concentration of Purchase or Sales and the Response

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6.9.1 Assessment of the Risk Deriving from Concentration of Purchase and the Response:

The procurement of AIDC is mainly based on the procurement operation procedure of AIDC. Purchase will be made by tender offer by nature of the content of purchase, and could be classified as public tender, selective tender, restricted tender and joint supply contracts. The top 10 suppliers of AIDC in the last 3 years accounted for 50.15% 、 37.60% and 42.56% of purchase, respectively. The number one supplier in these years accounted for 8.28% 、 8.71% and 11.42% of the purchase of respective years. There is no particular supply that purchases amounted to 20% or more. AIDC has developed strong bonding with key suppliers in the long run and the supply from these suppliers in the last 3 years was good. There is no shortage of supply, severing of supply or delay that affected production. There is no over concentration of purchase either.

6.9.2 Assessment of Risk Deriving from Concentration of Sales and the Response

Conceived with the mission of “consolidate national self-reliant defense, lead industrial upgrade, enhance aerospace industry development and promote economic prosperity”, AIDC concentrated its sales to the Ministry of Defense in the past. Under the increasing attention of the international aerospace firms in aerospace technologies, AIDC sought to develop new overseas customers in aircrafts and engines. As such, the business line has been changed from military supply to a proper balance between military supply and commercial use. The biggest customer is still the Ministry of National Defense whose share of business accounted for 90% at the initial stage of the operation, and fell gradually over the years to less than 50%. As such, there is no risk of concentration of sales.

6.10 The Massive Transfer or Swap of Shares by the Directors, Supervisors, or Dominant Shareholders Holding more than 10% of the Stakes and the Influence, Risk on the Company and the Response

In the recent years to the date this report is printed, AIDC has provided shares for employees to subscribe on a favorable term and preemptive basis pursuant to the regulations of the Statute of Privatization of Government-Owned Enterprises. The dominant shareholder, the Ministry of Economic Affairs disposed 10.55 % of its shares in 2015-2017. However, there is limitation of shares for subscription in the aforementioned means and there is no shareholder holding more than 10% of the stakes. The Ministry of Economic Affairs remains the dominant shareholder and such changes in shareholding structure did not cause any influence on the operation of the Company. There is also no massive transfer or swap of shares by the Directors, or shareholders holding more than 10% of the stakes.

6.11 The Influence On and the Risk Deriving from the Change in the Management and the Response

The Ministry of Economic Affairs is still the dominant shareholders by holding specific proportion of the shares after privatization of AIDC. As such, the change in equity structure did not cause any unfavorable influence on the management.

6.12 Lawsuits or Non-contentious Matters

6.12.1 Are there suits, non-contentious matters or administrative action, ruled or still pending, in the last 2 years to the date this report was printed, and the result may cause significant influence on the shareholders’ equity or stock price? Disclose the facts, the targeted amount involved, the starting date of the actions, the parties concerned in the actions, and the status of the actions:

AIDC has no pending lawsuits and in most cases AIDC was the claimant for damage. Some of targeted amount involved in the cases are not high, and there will be no significant loss even if the ruling is unfavorable to AIDC. As such, there is no significant influence on the shareholders’ equity or stock price of the Company.

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  • 6.12.2 Directors, Supervisors, President, the Deputy Agent of the Company, and Shareholders Holding More than 10% of the Stakes and their Subsidiaries, who were Involved in Law Suits, Non-contentious Matters, or Administrative Actions, Ruled or Pending, in the Last 2 Years to the Date this Report was Printed, and the Result may Cause Significant Influence on the Shareholders’ Equity or Stock Price: None.

  • 6.13 Other Major Risks and Response: None.

7. Other Important Notice : None.

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VIII. Special Notes

1. Affiliates Information:

1.1 Organizational Chart of the Affiliates

Aerosapace Industrial Development Corporation

100% AIDC USA LLC

1.2 Information of the Affiliates

Name Incorporation
Date
Address Capital Main Business Items
AIDC USA LLC March 2, 2016 2999 N. 44 St.
STE 514 Phoenix,
AZ85018
US$9,470,000 Program management and
relevant services for purchasing
and selling of raw materials,
parts and components of
aircraft, engines and
subsystems

1.3 Companies presumed to have a relationship of control and subordination that have the

shareholders in common: None.

1.4 The industries covered by the business operated by the affiliates overall: AIDC USA LLC is

the sole affliliate AIDC currently has, and its main business items are specified in item 1.2 above.

1.5 Details of Directors, Supervisors and Managerial Officer of Affiliates

Dec. 31, 2018; Unit: shares

Name of Name or Shareholding Shareholding
Affiliate Title Representative Number of Share Shareholding ratio
AIDC USA LLC Chairman
President
Liao, Jung-Hsin
Lai, Wen-Yi
Capital contribution by
AIDC US$9,470,000
(Note)
100%

Note: A limited liability company without issuing shares; no information on quantity of shares is applicable.

1.6 Operations of the Affiliates

Dec. 31, 2018; Unit: US$ thousands

Total Total Book Operating
Net Income
Name Capital Revenue
Assets Liabilities Value Income
AIDC USA LLC 9,470 20,995 754 20,241 2,064 200 6,502

1.7 Consolidation of Financial Statements of Affiliates

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2018 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be

  • 214 -

disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

2. Private Placement Securities in 2018 and as of the Date of this Annual Report: None.

3. Status of AIDC Common Shares and ADRs Acquired, Disposed of, and Held by Subsidiaries: None.

4. Other Necessary Supplement: None.

5. Any Events in 2018 and as of the Date of this Annual Report that Had Significant Impacts on Shareholders’ Right or Security Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan: None.

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‧ ‧ ‧ Accountability Innovation Dedication Customer Orientation

Aerospace Industrial Development Corporation