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APC Annual Report 2017

Jun 20, 2018

51767_rns_2018-06-20_fcdb9839-ee4a-4861-8d41-1c429eec141a.pdf

Annual Report

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Stock Code: 1308

Asia Polymer Corporation 2017 Annual Report

APC corporate website: http://www.apc.com.tw Annual report query website: http://mops.twse.com.tw Publication date: April 30, 2018

  1. Spokesperson of the Company: Name: Ching-Wei Tseng Title: Sales Manager Tel: (02) 8751-6888 ext. 3207 Email: [email protected]

Acting spokesperson of the Company: Name: Cheng-Shun Chen Title: Accounting Manager Telephone: (02) 8751-6888 ext. 3788 E-mail: [email protected]

  1. Contact Information of the Head Office, Branch Offices and Plants:
Title Address Telephone
Head office and
Linyuan Plant
Kaohsiung
Branch
Taipei Office
No. 3, Gongye 1st Road, Linyuan
District, Kaohsiung City
No. 3, Gongye 1st Road, Linyuan
District, Kaohsiung City
12F, No. 37 Jihu Road, Taipei City


(07)704-0988
(07)704-0988
(02) 8751-6888
  1. Name, Address, and Telephone Number of Share Transfer Agency: Name: Stock Affairs Department of Asia Polymer Corporation Address: 6F, No. 17, Lane 120, Section 1, Neihu Road, Neihu District, Taipei City Phone: (02) 2650-3773

Joint Stock Affairs Website: http://www.usig.com.tw/USIGStockHome.aspx

  1. Name of the CPA Auditing the Financial Statements in the Most Recent Year: Certifying CPA: Huang, Hsiu-Chun and Wu, Shih-Tsung Name of accounting firm: Deloitte

Address: 12F, No.156, Section 3, Minsheng East Road, Songshan District, Taipei City TEL: (02)2545-9988

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

  1. Overseas Securities Listing Exchange and Information: None

  2. Corporate website: http://www.apc.com.tw

Asia Polymer Corporation Table of Contents

Page

Chapter 1. Letter to Shareholders ........................................................................................ 1

Chapter 2. Company Profile

I. Date of Founding ............................................................................................... 3
II. Company History .............................................................................................. 3

Chapter 3. Corporate Governance Report

  • I. Organization System ......................................................................................... 6 II. Information regarding directors, supervisors, general manager, deputy general manager and heads of departments .................................................................................. 9

  • III. Remuneration paid to directors (including independent directors), supervisors, general manager and deputy manager during the most recent fiscal year ..................... 17

  • IV. Implementation of Corporate Governance ........................................................ 25 V. Information Regarding CPA Fees ...................................................................... 61 VI. Information on Replacement of Certified Public Accountants ......................... 62 VII. The Company's directors, general manager, managerial officer in charge of finance or accounting who has served in a CPA's accounting firm or its affiliated companies in the most recent fiscal year shall disclose their names, positions and the period of employment in CPA's accounting firm or its affiliated companies .......................................................................................... 63

  • VIII.Equity transfer or changes in equity pledged by the Company's directors, supervisors, managerial officers or shareholders with shareholding percentage exceeding ten (10) percent in the most recent fiscal year up to the publication date of this annual report ................................................................................... 64

  • IX. Information regarding the top 10 shareholders in terms of number of shares held, who are related parties or each other's spouses and relatives within the second degree of kinship ................................................................................... 65

  • X. Number of shares held by the Company, its directors, supervisors, managerial officers and directly or indirectly controlled investment companies in the same investment companies, and the combined calculation of shareholding percentages ........................................................................................................ 67

Chapter 4. Funding Status

I. Capital and Shares ............................................................................................. 68
II. Issuance of Corporate Bonds ............................................................................. 74
III. Preferred Shares ................................................................................................ 74
IV. Overseas Depository Receipt ............................................................................ 74
V. Issuance of Employee Stock Options ................................................................ 74
VI. New Restricted Employee Shares ..................................................................... 74
VII. Status of New Share Issuance in Connection with Mergers and Acquisitions .. 74
VIII. Capital Utilization Plan and Its Implementation ............................................... 74
Chapter 5 Operations Overview
I. Business activities ............................................................................................. 75
II. Market, Production and Sales Overview ........................................................... 78
III. Information on employees ................................................................................. 85
IV. Information Regarding Environmental Protection Expenditure ....................... 85
V. Labor Relations ................................................................................................. 87
VI. Important contracts ............................................................................................ 92
Chapter 6 Financial Summary
Chapter 6 Financial Summary
I. Condensed financial report for the last five years most recent 5-year concise
financial information: balance sheet, statement of comprehensive income,
name of auditing cpa and auditor's opinions ..................................................... 94
II. Financial Analysis for the Last Five years ........................................................ 98
III. Supervisors or audit committee's review reports of the most recent annual
financial statements ........................................................................................... 102
IV. Most Recent Financial Reports ......................................................................... 103
V. Parent Company Only Financial Statements Audited and Attested by CPAs for
the Most Recent Year ........................................................................................ 181
VI. Impact on the Company's financial status due to financial difficulties
experienced by the Company and its affiliates during the last fiscal year up to
the publication date of this report: None. ............................................................ 276
Chapter 7 Review and Analysis of Financial Position and Performance and Associated Risks
I. Financial Position .............................................................................................. 277
II. Financial Performance ....................................................................................... 278
III. Cash Flows ........................................................................................................ 279
IV. Impact of Major Capital Expenditures on Financial Operations in the Most
Recent Year. ....................................................................................................... 279
V. Investment policy in the most recent year, main reasons for its profit or loss,
improvement plans and investment plan for the coming year .......................... 280
VI. Risk Analysis and Evaluation ............................................................................ 281
VII. Other Important Issues ...................................................................................... 286
Chapter 8 Special Notes
I. Affiliated Businesses Information ..................................................................... 287
(I). Consolidated Operation Report of Affiliates ............................................. 287
(II). Consolidated Financial Statement of Affiliates ......................................... 290
(III). Affiliation Report ...................................................................................... 291
II. Private placement of securities within the most recent year up to the
publication date of this report ............................................................................ 294
III. Holding or disposal of Company shares within the most recent year up to the
publication date of this report ............................................................................ 294
IV. Other necessary supplementary notes to be included ........................................ 294
V. Any event which has a material impact on shareholders' rights and interests
or the Company’s securities as prescribed in Article 36, Paragraph 3, Sub-
paragraph 2 of the Securities and Exchange Act, that have occurred within the
most recent year up to the publication date of this report ................................. 294

Letter to Shareholders

Chapter 1 Letter to Shareholders

Dear Shareholders,

The Company's 2017 consolidated net operating revenue was NT$ (same hereunder) 6.404 billion which was an increase of $511 million from last year. The Company's consolidated net income before tax was NT$ (same hereunder) 656 million which was a decrease of $137 million from last year. The annual net profit was $565 million and the budget achievement rate was 84%.

(I) Accomplishments in 2017

Sales and Marketing:

With regard to LDPE, the supply and demand in the domestic market remained relatively stable. Although we have focused on high-end products for long-term exports and obtained market segmentation experience, the increase of new productivity in Asia in the second half of the year contributed to new competition and pressure in sales. With new EVA producers in the market, we have added flexible adjustments to product portfolio. In addition to continuous development in existing markets, we have also strengthened sales channels in high-end markets and achieved great results. However, as competition intensifies in non-niche markets, we have reduced production appropriately to reduce the impact of low-price competition. In conclusion, the average domestic and export sales price of LDPE increased by 7% and decreased by 1%, respectively from 2016 while the average domestic and export sales price of EVA increased by 9% and maintained at the same level, respectively. LDPE sales volume remained the same as 2016 while EVA sales volume benefited from the investment of new production lines and increased by 19% from 2016. The total sales volume was 135,572 tons which was an increase of 6% from 2016.

Materials and cost:

Cracking plants in Asia underwent longer periods of overhaul at the beginning and end of the year and reduced supply of materials in the region while OPEC and partner countries decided to extend the production cut period. The unexpected development supported the rise of oil prices. The competition from other producers of ethylene derivatives with higher purchasing power also contributed to the increase of raw material prices. The unit cost of consumed ethylene in 2017 increased by approximately 7% from the previous year, which was 2% higher than the budget. The average consumption cost of EVA's other main material VAM also increased by 9%, which was 7% higher than the budget.

Production, research and development:

We completed the installation of various materials recycling system during suspensions of operations during the year. We also replaced old equipment to maintain efficiency in operations. We actively developed new products such as high-end shoe materials in response to market demands and continued to dedicate efforts to the implementation of occupational safety and health management to ensure safety in the operations of the plants. The annual LD/EVA production volume was 135,077 tons which was a 10% increase from 2016 and the budget achievement ratio was 94%.

Comprehensive Annual Operating Performance:

Despite the commercial operations of new product lines and satisfactory results from our investment and development of high-value application product markets, we faced competitors' new productivity and price competition which made it difficult to offset the price increase of materials and reduced the profit margins between sales price and materials significantly. The consolidated net operating profit of the year amounted to $470 million which was a reduction of $97 million from the same period in the previous year. The

1

consolidated non-operating income and expenses was a net profit of NT$185 million which was mainly caused by income from investment and dividends accounted for through the equity method.

(II) 2018 Business Plan Outline and Future Development Strategies:

With regard to macroeconomic factors, the world's main economy —the US economy — has steadily recovered due to significant improvements in the job market. Although growth in the Chinese economy has slowed, the intensified implementation of supply-side reforms has achieved results. Despite conflicts involving trade barriers between China and the United States and frequent geopolitical issues, research institutes have predicted growth for the global economy based on the advancement of the two large economies which have injected vibrancy into the petrochemicals industry that is closely associated with economic growth. With regard to the regulatory environment, the Company shall comply with requirements in the Autonomous Regulations for Environmental Protection and Maintenance in response to the local city's goals for sustainable development and striking a balance between environmental protection and economic development. The inspections of raw material transmission pipelines shall be performed and listed as a key item in the annual plans. In industrial developments, market competition has not diminished as new production capacity continues to come online in recent years. In addition, the supply of raw materials at stable prices has also become difficult with volatility in the market. Faced with an uncertain business environment, the Company shall uphold the core value of professional business in pursuit of excellence in order to enhance our differentiated advantages in product quality and customer services and improve the Company's overall competitiveness. The annual LDPE/EVA sales target is approximately 140,000 tons. We shall continue to pay attention to supply and demand conditions in the market and respond flexibly with optimized product portfolios. We shall also follow market trends in differentiated products and continue to develop niche or high-value products to achieve business objectives. I wish you all good health and good fortune.

Wu I-Kuei, Chairman of the Board

Li Kuo-Hung, General Manager

2

Company Profile

Chapter 2 Company Profile

I. Date of Founding: June 25, 1977

II. Company History:

In response to the government's policy to promote investment, the first chairman of the Company Mr. Chao Ting-Chen invited famous domestic and foreign corporate figures and plastic processing companies to jointly raise NT$600 million in share capital in order to build a medium- and low-density polyethylene plant in Linyuan Petrochemical Industrial Park. After its completion in March 1979, the plant immediately began operation and produced an annual output of 75,000 metric tons of medium- and lowdensity polyethylene.

The Company's main products include various film-grade, injection-grade and laminating film-grade low-density polyethylene. As the Company imported and incorporated the latest technology from the Gulf Oil Company into its initial manufacturing methods, its film-grade products possess good optical properties and processability, while its injection-grade products possess excellent gloss and toughness. Thereafter, the Company modified its manufacturing methods to produce laminating films of excellent quality.

In 1980, the Company increased its capital by NT$90 million using its retained earnings in 1979. In order to enhance its capital structure in 1982, the Company increased its capital by NT$110 million upon approval during the shareholders' meeting, thereby increasing its paid-in capital to NT$800,000,000.

In May 1984, construction began on the third production line. The production line officially started operation in September 1985, thereby increasing the Company's production capacity from 75,000 tons to 100,000 tons.

In addition, since June 20, 1986, the Company's shares have been publicly listed on the Taiwan Stock Exchange in response to the government's economic development policy of "securitization of capital and popularization of securities". In November 1986, BTR Nylex invested in the Company and acquired 51 percent of the Company's shares and transferred all its equity in the Company to its subsidiary - BTRN Asia in December within the same year.

In 1987, the Company increased its capital by NT$80 million using its retained earnings in 1986, thus increasing its paid-in capital to NT$880,000,000.

In 1988, during the shareholders’ meeting, the shareholders approved the resolution to increase the Company’s authorized capital to NT$1.4 billion, and the Board of Directors was authorized to issue shares in several installments. Within the same year, the Company increased its capital by NT$264 million using its retained earnings in 1987 as part of the funds required for the addition of co-generation equipment, thereby increasing its paid-in capital to NT$1,144,000,000.

In 1989, the Company increased its capital by NT$228.80 million in order to repay the first corporate debt issued by the Company for the construction of the third production line at the LDPE plant, thus increasing its paid-in capital to NT$1,372,800,000.

In 1990, the Company increased its capital by NT$137.28 million for the addition of co-generation equipment in order to deal with shortage of funds in 1987, thereby increasing its paid-in capital to NT$1,510,080,000.

In March 1997, BTR Asia transferred its 51 percent stake in the Company to Bermuda Fiji Guinea Co., Ltd. This company was an overseas holding company jointly and

3

indirectly invested in by USI Corporation and UPC Group. In addition, Taiwan Union International Investment Co. replaced BTR Asia as the Company's director and supervisor.

In 1997, the Company increased its capital by NT$256.71 million and NT$120.81 million using its retained earnings and capital reserve in 1996 respectively to increase its working capital, thereby increasing its paid-in capital to NT$1,887,600,000.

In March 1997, the Company's Board of Directors approved the resolution to establish APC (BVI) Holding Co. Ltd. in order to facilitate overseas investment projects.

In June 1998, Bermuda Fiji Guinea Co., Ltd. transferred 7.65 percent and 43.35 percent out of its 51 percent stake in the Company to Taiwan Union International Investment Co. and Union Polymer Int'l Investment Corp., which was jointly and directly in invested by USI Corporation and UPC Group, and Union Polymer International Investment Corp. respectively

In 1998, the Company increased its capital by NT$283.14 million using its retained earnings in 1997, thereby increasing its paid-in capital to NT$2,170,740,000.

In 1999, the Company increased its capital by NT$54,268,500 and NT$54,268,500 using its retained earnings and capital reserve in 1998 respectively, thereby increasing its paid-in capital to NT$2,279,277,000.

During the re-election of directors and supervisors at the 2001 Annual General Meeting, Union Polymer Int'l Investment Corp. replaced Taiwan Union International Investment Co. as the Company's director and supervisor, and Taiwan VCM Corporation was elected a supervisor of the Company.

In July 2003, the Company's Board of Directors approved the resolution to jointly invest in USI International Corp. with APC (BVI) Holding Co., Ltd., and establish an office in Shanghai in the name of USI International Corp., as its base to expand into the Mainland Chinese market

In 2004, the Company increased its capital by NT$182,342,160 using its retained earnings in 2003, thus increasing its paid-in capital to NT$2,461,619,160. During the reelection of directors and supervisors during the 2004 Annual General Meeting, the Company's previous supervisor, Taiwan VCM Corporation was replaced by Union Polymer Int'l Investment Corp.

In 2005, the Company increased its capital by NT$147,697,150 using its retained earnings in 2004, thereby increasing its paid-in capital of NT$2,609,316,310.

During the re-election of directors and supervisors at the 2007 Annual General Meeting, the Company's previous supervisor, Union Polymer Int'l Investment Corp. was replaced by China General Terminal & Distribution Corporation. and Mr. Yeh Te-Chang.

In August 2007, the Company's Board of Directors approved the resolution to establish APC Investment Corporation in order to facilitate domestic investment projects. During the re-election of directors and supervisors at the 2010 Annual General Meeting, the Company's previous supervisors, Mr. Yeh Te-Chang and Mr. Wu ShengChuan, the representative of China General Terminal & Distribution Corporation, were replaced by Mr. Chiang Hui-Chung and Mr. Wu Sheng-Chuan, the representative of Taiwan Union International Investment Co.

In 2010, the Company increased its capital by NT$521,863,260 using its retained earnings in 2009, thereby increasing its paid-in capital to NT$3,131,179,570.

In 2011, the Company increased its capital by NT$782,794,890 using its retained earnings in 2010, thereby increasing its paid-in capital to NT$3,913,974,460.

4

Company Profile

On December 25, 2011, the Company's Board of Directors approved the resolution to invest approximately NT$3.1 billion to build an EVA production line with an annual production capacity of 40,000 to 45,000 tons. The production line was completed in May 2016.

In 2012, the Company increased its capital by NT$782,794,890 using its retained earnings in 2011, thereby increasing its paid-in capital to NT$4,696,769,350.

In February 2014, the Company's Board of Directors approved the resolution to indirectly invest in the manufacture of petrochemical-related products at Gulei Petrochemical Park located in Zhangzhou, Fujian, China via an investment company established in a third region other than Taiwan and Mainland China. In March 2016, the Company's Board of Directors approved the resolution to indirectly invest not more than NT$6 billion in the abovementioned project.

On June 26, 2014, the Company obtained the approval of the Ministry of Economic Affairs to increase its authorized capital by NT$1 billion, thereby increasing its total capital to NT$5,696,769,350 for future capital increase.

In 2015, the Company increased its capital by NT$234,838,460 using its retained earnings in 2014, thereby increasing its paid-in capital to NT$4,931,607,810.

In January 2016, the Company's Board of Directors approved the resolution to acquire all the shares of USI Trading (Shanghai) Co., Ltd owned by Swanlake Traders Ltd. via APC (BVI) Holding Co., Ltd. This equity transfer was approved by the Investment Commission under the Ministry of Economic Affairs in August 2016 and was completed in October 2016.

In March 2016, the Company's Board of Directors approved the resolution to move its headquarters from Taipei City to Kaohsiung City. The move was completed in June within the same year.

In 2016, the Company increased its capital by NT$98,632,150 using its retained earnings in 2015, thereby increasing its paid-in capital to NT$5,030,239,960.

In 2017, the Company increased its capital by NT$150,907,190 using its retained earnings in 2016, thereby increasing its paid-in capital to NT$5,181,147,150.

5

Chapter 3 Corporate Governance Report

I. Organization System

(I). Organizational Structure

Organizational Chart, as of April 30, 2018

==> picture [472 x 504] intentionally omitted <==

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

Shareholders' Meeting
Audit Committee
Auditing
Division
Remuneration Committee Board of Directors
Secretariat of
CSR Committee the Board
Chairman
General Man ager
Sale
s
Linyuan Plant and Marketing Division General Affairs Section Accounting Division Finance Division Information Systems Division Human Resources Division Legal Division Office of Chief Engineer Planning Department Preventive Maintenance and
Procurement and Logistics Division Office of Chief Technology Officer New Product Business Division Environmental Risk Control Division
----- End of picture text -----

6

Corporate Governance Report

(II). Responsibilities and Functions of Major Departments

Department Main Duties
General Manager Management of the Company's operations.
Linyuan Plant Responsible for matters related to manufacturing, research and development
(R&D), storage, coordinating transportation of company products and
maintenance ofplant equipment,work safetyand environmentalprotection.
Sales and
MarketingDivision

Responsible for processing product sales, market development, and after-sales
services.
General Affairs
Section
Responsible for processing personnel evaluation, salary, and general
administrative tasks.
Audit Office 1. Implement internal audit and improve work flows in the Company
2. Evaluate the soundness and reasonableness of the Company's internal
control systems, as well as the effectiveness of their implementations at all
departments and divisions
Secretariat of the
Board
1. Plan and handle matters related to Board of Directors' meetings
2. Handle matters related to shareholders' meetings such as convening
shareholders' meetings, dealing with various announcements and reporting
associated with shareholders' meetings, preparing agenda handbooks and
keeping information regarding shareholders present at shareholders' meetings in
accordance with the law
3. Assist inpromotingand handlingdecrees issued bythe competent authority
Procurement and
Logistics Division
1. Purchase and audit major capital expenditures including raw materials,
machinery and equipment
2. Plan the supervision and execution of trading and transportation,
warehousingand customs-related operations
Accounting
Division
1. Preparation and analysis of financial statements and budgets to be used by
decision-making units for the management and formulation of strategies
2. Establishment, evaluation and implementation of accounting systems
3. Planning and reporting of various taxes
4. Regular announcement or reportingof financialperformance
Finance Division 1. Fund management, and planning and scheduling of fundraising activities
2. Short-term financing and long-term investments
3. Property insurance
4. Credit control and collection of delayed payments
5. Handlingof various shares-related matters
Information
Systems Division
Plan, build, develop and manage various information systems and facilities at
the Company
Human Resources
Division
1. Plan human resources strategies and systems
2. Plan training and organizational development strategies
3. Plan and handle salary and benefits
4. Provide employee services and handle general affairs
5. Assist overseas branches in organizational planning, as well as dispatch and
trainingofpersonnel
Legal Division Provide legal advice,handle legal cases and affairs
Office of Chief
Engineer
1. Assist and participate in the construction of new plants, or deal with such
constructions entirely
2. Assist and participate in the improvement of equipment and local
manufacturing processes in operation, or deal with such cases entirely
3. Integration of engineering personnel and engineering specifications

7

Office of Chief
TechnologyOfficer
Product research, development, and innovation.
Planning
Department
1. Develop and propose product trees, according to markets for current products
and products to be invested in the future, as well as the technical strengths
and weaknesses of such products, for future planning and development
2. Track and analyze the macroeconomy
3. Investigate and analyze upstream industries and future competitors
4. Project coordinate and follow-up
New Product
Business
Department
1. Assist in formulating marketing strategies for new businesses, and establish
appropriate business models 2. Responsible for developing new products or
acquiring new customers to increase revenue 3. Integrate company resources
and generate synergy so as to enhance the successful development of new
businesses
Preventive
Maintenance and
Environmental Risk
Control Division

1. Assist the Group in establishing preventive maintenance systems at all plants
2. Improve and enhance existing equipment
3. Equipment fault management and prevention
4. Routine/non-routine audit, counseling and training
5. Environment risk management planning and technical supervision
6. Plan and promote compliance with laws related to energy conservation and
carbon reduction,and establish related systems

8

II. Information Regarding Directors, Supervisors, General Manager, Deputy General Manager and Heads of Departments

(I). Board of Directors (1)

April 7,2018 April 7,2018 April 7,2018
Title
(Note 1)
Nationality
or Place of
Registration
Name Gender Date
Elected
Date
Term Date First
Elected
(Note 2)
Shares Held
When Elected
Shares Currently
Held
Shares Held by
Spouse and
Minors
Shares Held in the
Name of Other
Persons
Major Work Experience and
Academic Qualifications
(Note 3)
Current Position
Held in the
Company and
Other Companies


Executive Officers, Directors or Supervisors
Who Are Spouses or Relatives within the
Second Degree of Kinship
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number
of
Shares
Shareho
lding
Percenta
ge
Number
of
Shares
Shareho
lding
Percenta
ge
Title Name Relationship
177,951,528 36.08% 186,955,874 36.08% 0 0% Chairman of USI (Note 5) None
Date Representative:
Wu I-Kuei
Male 1997.02.28 - - 0 0% - - 0 0%
Director Republic of
China
Tai Lien
International
Investment Co.,
Ltd.
2016.06.08 3
years
2010.06.15 18,621,125 3.78% 19,563,353 3.78% - - 0 0% B.S. in Electrical Engineering, U.C.
Berkeley, Master in Business
Administration of California Univ. at
Santa Clara (U.S.A.)
(Note 6) None
USA Representative:
Matthew Miau
(Note 4)
Male 1997.02.28 - - 0 0% 0 0% 0 0%
Director Republic of
China
Union Polymer
Int'l Investment
Corp.
2016.06.08 3
years
2001.06.18 177,951,528 36.08% 186,955,874 36.08% - - 0 0% Department of Chemical Engineering
of National Taiwan University,
General Manager of Taiwan VCM
Corporation, General Manager of this
Company, and General Manager of
USI
Director: USI
Supervisor:
Taiwan VCM
Corporation
None
Republic of
China
Representative:
Huang Kuang-
Che
Male 1997.02.28 - - 0 0% 0 0% 0 0%
Director
and
General
Manager
Republic of
China
Union Polymer
Int'l Investment
Corp.
2016.06.08 3
years
2001.06.18 177,951,528 36.08% 186,955,874 36.08% - - 0 0% Department of Chemical Engineering
of Chung Yuan Christian University,
General Manager of Taiwan VCM
Corporation, and Deputy General
Manager of USI.
(Note 7) None
Republic of
China
Representative:
Li Kuo-Hung
Male 2007.06.15 - - 0 0% 0 0% 0 0%
Director Republic of
China
Union Polymer
Int'l Investment
Corp.
2016.06.08 3
years
2001.06.18 177,951,528 36.08% 186,955,874 36.08% - - 0 0% PhD in Chemical Engineering,
Pennsylvania State University
(U.S.A.)
(Note 8) None
Republic of
China
Representative:
Liu Han-Tai
Male 2013.06.10 - - 0 0% - - 0 0%
Director Republic of
China
Union Polymer
Int'l Investment
Corp.
2016.06.08 3
years
2001.06.18 177,951,528 36.08% 186,955,874 36.08% - - 0 0% PhD in Business Administration,
Nova Southeastern University
(U.S.A.)
(Note 9) None
Republic of
China
Representative:
Liu Chen-Tu
Male 2001.06.18 - - 0 0% 0 0% 0 0%
Director Republic of
China
Tai Lien
International
Investment Co.,
Ltd.
2018.03.13 3
years
2010.06.15 18,621,125 3.78% 19,563,353 3.78% - - 0 0% Department of Chemical Engineering
of Chung Yuan Christian University,
United Nylon, China Phosphate Co.,
Ltd., TSRC Corporation
(Note 10) None
Republic of
China
Representative:
Ko I-Shao (Note
4)
Male 2018.03.13 - - 0 0% 0 0% 0 0%

9

Title
(Note 1)
Nationality
or Place of
Registration
Name Gender Date
Elected
Date
Term Date First
Elected
(Note 2)
Shares Held
When Elected
Shares Held
When Elected
Shares Currently
Held
Shares Currently
Held
Shares Held by
Spouse and
Minors
Shares Held by
Spouse and
Minors
Shares Held in the
Name of Other
Persons
Shares Held in the
Name of Other
Persons
Major Work Experience and
Academic Qualifications
(Note 3)
Current Position
Held in the
Company and
Other Companies


Executive Officers, Directors or Supervisors
Who Are Spouses or Relatives within the
Second Degree of Kinship
Executive Officers, Directors or Supervisors
Who Are Spouses or Relatives within the
Second Degree of Kinship
Executive Officers, Directors or Supervisors
Who Are Spouses or Relatives within the
Second Degree of Kinship
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number
of
Shares
Shareho
lding
Percenta
ge
Number
of
Shares
Shareho
lding
Percenta
ge
Title Name Relationship
Independ
ent
Director
Republic of
China
Chen Ta-Hsiung Male 2016.06.08 3
years
2016.06.08 0 0% 0 0% 0 0% 0 0% College of Law of National Taiwan
University, Trustee of Mitsubishi
Corporation (Taiwan) Ltd., Chairman
of New Northern Knitting Co., Ltd.,
Chairman of Shanghai Jianeng
Textile Co., Ltd., Chairman of the
Board of Supervisors of the National
Association of Small & Medium
Enterprises R.O.C., Representative of
Chinese Taipei in the APEC Business
Advisory Council (ABAC),
Executive Director of the Importers
and Exporters Association of Taipei,
and Director of the Republic of
China Trade Education Foundation
Chairman:
Pershing Systems
Corporation, Pan
Asia Shipping
Company
(Canada), Hsiu Tzu
International Co.
Ltd., Hsiu Chih
Co., Ltd.
Director: Yang
Tang-Hai Social
Welfare and
Charity Foundation
None
Independ
ent
Director
Republic of
China
Shen Shang-
Hung
Male 2016.06.08 3
years
2016.06.08 0 0% 0 0% 0 0% 0 0% MBA from Emory University,
Department of Electrical Engineering
of National Taiwan University, and
AT&T Manager
(Note 11) None
Independ
ent
Director
Republic of
China
Cheng Tun-
Chien
Male 2016.06.08 3
years
201.06.08 0 0% 0 0% 0 0% 0 0% MBA from Columbia University
(U.S.A.), General Manager of UMC
Capital,
Director
and
General
Manager of United Management
Consultancy Investment Co., Ltd.,
Executive
Director
and
General
Manager of Taiwan of Morgan
Stanley Asia Limited, Executive
Director of Goldman Sachs Asia
L.L.C.
Chairman: Hung
Ting Capital
, Clientron Corp.,
and Shih Ting
Venture Capital
Director: Topoint
Technology Co.,
Ltd. and Fusheng
Precision Co., Ltd.
Independent
Director: Edom
Technology Co.,
Ltd. and Ta Ya
Electric Wire &
Cable
None
  • Note 1: For juristic person shareholders, their names and representatives shall be stated (for representatives, the names of juristic person shareholders they represent shall be indicated respectively) and filled in Table 1.

  • Note 2: Any disruption of duty as a director or supervisor after the date he/she is elected shall be included in a separate note.

  • Note 3: Work experiences of anyone in the table above that are related to their current roles, such as previous employment at CPA firms or employment in affiliated companies, shall be disclosed along with job titles and responsibilities.

  • Note 4: juristic person shareholder Tai Lien International Investment Co., Ltd. appointed Mr. Ko I-Shao as its representative to serve as director in place of Mr. Matthew Miau on March 13, 2018. Information on Mr. Matthew Miau was disclosed till the date he was replaced.

  • Note 5: Chairman: USI, CGPC, TTC, Acme Electronics Corporation, United Polymers Corporation, USI Optronics Corporation, Swanson Plastics Corporation, Swanson Technologies Corporation, Chong Loong Trading Co., Ltd., USI Investment Co., Ltd., CGPC Polymer Corporation, Asia Polymer Investment Corporation , Taiwan United Venture Capital Corporation, USI Management Consulting Corporation, Taiwan United Venture Management Corporation, Thintec Materials Corporation, Acme Electronics (Cayman) Corporation, USI Education Foundation and Fujian Gulei Petrochemical.

  • Director: Taiwan VCM Corporation, INOMA Corporation, USI (Hong Kong), Swanlake, USI International Corporation, Acme Components (Malaysia) Sdn. Bhd., Forever Young Co., Ltd., Curtana Co., Ltd., Swanson Plastics (Singapore) Pte. Ltd., Swanson Plastics (Malaysia) Sdn. Bhd., Swanson International, Swanson Plastics (India) Private Limited, Swanson (Vietnam), Swanson Plastics (Kunshan) Co., Ltd., Golden Amber Enterprises, ACME Electronics (BVI) Corporation, Acme Electronics (Kunshan) Co., Ltd., Acme Electronics (Guangzhou) Co., Ltd., Forum Pacific Trading Ltd., Taita (BVI) Holding Co., APC (BVI) Holding Co. Ltd., CGPC (BVI) Holding Co., Ltd., CGPC America Corporation, Krystal Star International Corporation, A.S.

10

Holdings (UK) Limited, ASK-Swanson (Kunshan) Co., Ltd., Acme Ferrite Products Sdn. Bhd., Swanson Plastics (Tianjin) Co., Ltd., Cypress Epoch Limited, Ever Conquest Global Limited, Ever Victory Global Limited, Dynamic Ever Investments Limited, USIG (Shanghai) Co., Ltd., PT. Swanson Plastics Indonesia, Emerald Investment Corporation, KHL Venture Capital Co., Ltd., KHL IB Venture Capital Co., Ltd. and CTCI Group.

General Manager: Union Polymer International Investment Corp. and USI Management Consulting Corporation

Chief Executive Officer: USI, APC, CGPC, TTC, Acme Electronics Corporation and USI Optronics Corporation

Executive Director: Chinese National Federation of Industries

  • Note 6: Chairman: UPC Group, Lien Hwa Industrial Corp., MiTAC Holdings Corporation, Synnex Technology International Corporation and MiTAC Inc.

  • Director: TTC, Getac Technology Corporation, MiTAC Information Technology Corp., Winbond Electronics Corp., BOC Lien Hwa Industrial Co., Ltd., Taita (BVI) Holding Co., APC (BVI) Holding Co. Ltd., CGPC (BVI) Holding Co., Ltd., Krystal Star, Fujian Gulei Petrochemical, and Synnex Corporation

Independent Director: Cathay Financial Holdings Co., Ltd., Cathay Financial Holdings Co., Ltd., Cathay Century Insurance, Cathay United Bank, and Cathay Securities Executive Director: Chinese National Federation of Industries

  • Note 7: Chairman: USI Trading (Shanghai) Co., Ltd.

Director: Asia Polymer Investment Corporation, Swanson Technologies Corporation, Taiwan VCM Corporation, USI International Corporation, APC(BVI) Holding Co. Ltd., Swanson Plastics Corp., Ever Conquest Global Limited, Ever Victory Global Limited, Dynamic Ever Investments Limited, USI Optronics Corporation, USI Education Foundation, China General Terminal & Distribution Corporation and Fujian Gulei Petrochemical

General Manager: APC and USI Trading (Shanghai) Co., Ltd.

  • Note 8: Director: Ever Victory Global Ltd., Dynamic Ever Investments Ltd., TTC, China General Plastics Corporation, Thintec Materials Corporation, Taiwan VCM Corporation, Swanson Plastics Corp., and INOMA Corporation

Supervisor: China General Terminal and Distribution Corporation

Deputy General Manager: USI

  • Note 9: Director: APC(BVI) Holding Co. Ltd., CGPC (BVI) Holding Co., Ltd., Forever Young Co., Ltd., Forum Pacific Trading Ltd., Swanlake, Taita (BVI) Holding Co., USI International Corporation, Ever Victory Global Limited, Dynamic Ever Investments Limited, Zhongshan Huaju, Taita Chemical (ZhongShan) Co., Ltd., Taita Chemical Co., Ltd., USI Optronics Corporation, USI Management Consulting Corp., Chong Loong Trading Co., Ltd., China General Plastics Corporation, Continental General Plastics (ZhongShan) Co., Ltd., China General Terminal & Distribution Co., Acme Electronics (Kunshan) Co., Ltd., Swanson Technologies Corporation, Swanson Plastics Corp., Taiwan United Venture Capital Corp., Taiwan United Venture Management Corporation, Wafer Works Corp. (Note A), Wafer Works Corporation and USI Education Foundation (Note B)

  • Note A: Served as Director of Wafer Works Corp. whose main business operations are: Research, development, design, manufacture, import/export, agency, and distribution of semiconductors and materials

  • Note B: Served as Director of the USI Education Foundation which was founded to perform public welfare and education operations. The foundation has carried out the following activities in accordance with the relevant laws:

    1. Sponsor education in rural areas

    2. Establish scholarships

    3. Hold talks, seminars or other education-related charitable activities

    4. Sponsor schools at various levels or educational groups to engage in activities such as literature, sports, music, dance, arts and drama

    5. Industry-academia collaboration

    6. Other education-related charitable services that are consistent with the objectives of the foundation

Supervisor: USIFE Investment Co., Ltd., APC Investment Corporation, USIG (Shanghai) Co., Ltd. and Fujian Gulei Petrochemical

Deputy General Manager: USI Management Consulting Corp.

Note 10: Chairman: Zhenjiang UPC, Zhongshan UPC, Zhuhai UPC, Taizhou UPC, Taizhou Warehousing, Taizhou Plastic, Tai Lien International, Jiangsu Logistics, Guangdong Logistics, Panjin UPC, Panjin Materials, Nanchong UPC, and Sichuan Logistics

Executive Director: Zhenjiang Lianju

Director: TTC, China General Terminal & Distribution Co., UPC Group, UPC Venture Capital, United Industrial Gases Co., Ltd., UPC Chemicals (Malaysia) SDN.BHD

General Manager: UPC Group, Zhenjiang UPC, Zhongshan UPC, Zhuhai UPC, Taizhou UPC, Taizhou Warehousing, Taizhou Plastic, Jiangsu Logistics, Guangdong Logistics, Panjin Warehousing, Panjin Materials, Nanchong UPC, and Sichuan Logistics

  • Note 11: Chairman: Ta Ya Electric Wire & Cable Co., Ltd., Cuprime Material Co., Ltd., Jia Hsi Investment Holding Co. Ltd., Chia Shang Capital, Honeyed Investment Co., Ltd., Taya Venture Capital Co., Ltd., HUA YA Venture Capital Co., Ltd., TA YA Innovation Investment Co., Ltd., Ta Ya Green Energy Technology Co., Ltd., Touch Solar Power Co., Ltd., BOSI SOLAR ENERGY CO., LTD., Cugreen Metal Tech Co., Ltd., United Electric Industry Co., Ltd., Po Shuo Power, and Union Storage Energy System Ltd.

  • Director: Ta An Precision Co., Ltd., Honghui Investment Co., Ltd., Nownews Network Co., Ltd., Iridium Medical Technology Co., Ltd., Jung Shing Wire Co. Ltd., and Bora Pharmaceuticals Independent Director: Mercuries Data Systems Ltd.

Supervisor: Vsense Medtech. Co. Ltd., Ta Ho Engineering Co., Ltd., and Hongqun Investment Co., Ltd.

11

Table 1: Major shareholders of juristic person shareholders

Table 1: Major shareholders of juristic person shareholders Table 1: Major shareholders of juristic person shareholders Table 1: Major shareholders of juristic person shareholders
April 7,2018
Name of Juristic Person Shareholder(Note 1) Major Shareholders of Juristic Person Shareholders(Note 2)
Union Polymer Int'l Investment Corp. USI Corporation 100%
Tai Lien International Investment Co., Ltd. UPC Technology Corporation 100%

Note 1: For directors and supervisors who are the representatives of juristic person shareholders, the names of the juristic person shareholders shall be disclosed. Note 2: Fill in the name of the major shareholders of these juristic person shareholders (include top 10 major shareholders by shareholding percentage) and their shareholding percentages. If the major shareholder is a juristic person, the shareholder’s name shall be filled in Table 2 below.

Table 2: Main shareholders of corporate shareholders in Table 1

April 7,2018 April 7,2018
Name of Juristic Person(Note 1) Major Shareholders of Juristic Persons(ShareholdingPercentage) (Note
USI Corporation Shing Lee Enterprise (Hong Kong) Limited 25.28%
Asia Polymer Corporation 8.53%
Citibank (Taiwan) Limited as custodian of Norges Bank
Investment Account
1.75%
Yueh Hsing Hua Investment Co., Ltd. 1.73%
Lin Su Shan Shan 1.67%
Taita Chemical Company, Ltd. 1.27%
Wu Hsiao-Chun 1.04%
JP Morgan Chase Bank Taipei Branch as custodian of
Vanguard Total International Stock Index Fund Investment
Account,a series of Vanguard Star Funds
1.00%
Standard Chartered Bank (Taiwan) Limited as custodian of
Vanguard Group's Vanguard Emerging Markets Stock Index
Fund Investment Account
1.00%
Yu Wen-Hsuan 0.94%
Yu Wen-Tsung 0.94%
Yu Wen-Yu 0.94%
UPC Technology Corporation Lien Hwa Industrial Corp. 31.25%
Synnex Technology International Corporation 5.17%
Yi Yuan Investment Co., Ltd. 1.61%
Liberty Stationery Corporation 1.55%
Tung Ta Investment Co., Ltd. 1.24%
Tsu Feng Investment Co., Ltd. 1.23%
MiTac International Corp. 1.21%
Citibank (Taiwan) Limited as custodian of Norges Bank 1.16%
Mei An Investment Co., Ltd. 1.14%
Pornchai Engineering & Trading Company Limited 1.12%

Note 1: If the major shareholder of juristic person shareholders as shown in Table 1 is a juristic person, the name of the juristic person shall be filled.

Note 2: Fill in the name of the major shareholders of these juristic persons (include top 10 major shareholders by shareholding percentage) and their shareholding percentages.

12

Corporate Governance Report

(I). Board of Directors (2)

April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018
Criteria
Name
(Note 1)
Does the individual have over 5 years of
professional experience
and the following professional
qualifications?
Status of Independence (Note 2) Number
of
compan
ies in
which
the
director
or
supervis
or also
serves
concurr
ently as
an
Indepen
dent
Director
Serve as an
instructor
or higher
positions in
a private or
public
college or
university
in the field
of business,
law,
finance,
accounting,
or other
department
s relevant
to the
business of
the
Company
Serve as a judge,
prosecutor,
lawyer, certified
public
accountant or
other
professional or
technical
specialists who
have passed the
relevant national
examinations
and successfully
obtained
certificates in
professions
necessary for the
business of the
Company
Have
work
experienc
e in
business,
law,
finance,
accountin
g or other
areas
relevant t
o the
business
of the
Company
1 2 3 4 5 6 7 8 9 10
Wu I-Kuei 0
Matthew
Miau
(Note 2)
4
Huang
Kuang-Che
0
Li Kuo-
Hung
0
Liu Han-
Tai
0
Liu Chen-
Tu
0
Ko I-Shao
(Note 2)
0
Chen Ta-
Hsiung
0
Shen
Shang-
Hung
1
Cheng Tun-
Chien
2

Note 1: Adjust the number of rows where necessary.

Note 2: juristic person shareholder Tai Lien International Investment Co., Ltd. appointed Mr. Ko I-Shao as its representative to serve as director in place of Mr. Matthew Miau on March 13, 2018. Information on Mr. Matthew Miau was disclosed till the date he was replaced.

Note 3: For any director or supervisor who fulfills the relevant condition(s) 2 years before being elected or during the term of office, please provide the "V" sign in the corresponding field. 

  • (1) Not employed by the Company or any of its affiliated companies

  • (2) Not serving as a director or supervisor of any of the Company's affiliated companies (this restriction does not apply to independent directors in the Company or its parent company or subsidiaries, which have been appointed in accordance with local laws or laws of the registered country)

13

  • (3) Not a natural person shareholder who holds more than one (1) percent of total shares issued by the Company or is ranked top 10 in terms of number of shares held, including shares held in the name of the person’s spouse and minors, or in the name of others

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship in the three preceding criteria

  • (5) Not a director, supervisor, or employee of a juristic person shareholder that directly holds more than five (5) percent of the total number of shares issued by the Company or is one of the top 5 shareholders in terms of number of shares held

  • (6) Not a director (member of the governing board), supervisor (member of the supervising board), managerial officer or shareholder who holds more than five (5) percent of the number of shares of companies or institutions that have financial or business dealings with the Company

  • (7) Neither a professional nor an owner, partner, director (member of the governing board), supervisor (member of the supervising board), managerial officers and their spouses of a sole proprietorship, partnership, company, or institution who provides commercial, legal, financial, accounting, or consultation services to the Company or to any of its affiliated companies, or spouse thereof However, this restriction does not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter

  • (8) Not a spouse or a relative within the second degree of kinship with any director

  • (9) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies

  • (10) Where the person is not elected in the capacity of the government, a juristic person, or a representative thereof as provided in Article 27 of the Company Act

14

(II). Information Regarding General Manager, Deputy General Manager and Heads of Departments

April 7,2018 April 7,2018 April 7,2018
Title
(Note 1)
Nationality Name Gender Date Elected
(Appointed)
Shares Held Shares Held by
Spouse
and Minor
Children
Shares Held in
the Name of
Other Persons
Major Work Experience and
Academic Qualifications
(Note 2)
Concurrent positions
in other companies
Managerial officers who are
spouses or relatives within
the second degree of kinship
Numbe
r of
Shares
Percenta
ge of
Shares
Held
Number
of
Shares

Percent
age of
Shares
Held
Numb
er of
Share
s
Percenta
ge of
Shares
Held
Title Name Relation
ship
Chief Executive
Officer
Republic of
China

Wu I-
Kuei
Male 09/01/2009 0 0% - - 0 0% Chairman of USI (Note 3) None None None
General
Manager
Republic of
China

Li Kuo-
Hung
Male 05/02/2007 0 0% 0 0% 0 0% Graduated from Dept. of
Chemical Engineering of
Chung Yuan Christian
University, General Manager
of Taiwan VCM
Corporation, and Deputy
General Manager of USI
(Note 4) None None None
Assistant VP of
Sales
Department
Republic of
China

Wu
Ming-
Tsung
Male 01/21/2016 0 0% 0 0% 0 0% Master in Chemical
Engineering, National
Taiwan University
Assistant VP, Sales
Division, USI Corporation
None None None
Director of
Linyuan Plant
Republic of
China

Chen
Jung-
Hung
Male 02/16/2016 0 0% 0 0% 0 0% Graduated from Dept. of
Chemical Engineering,
TamkangUniversity
None None None None
Accounting
Manager
Republic of
China

Chen
Cheng-
Shun
Male 09/01/2015 0 0% 0 0% 0 0% Graduated from Dept. of
Accounting, Fu Jen Catholic
University
China General Terminal &
Distribution Co.
Manager of Accounting
Department
None None None
Finance
Manager
Republic of
China

Shih Ju-
Hsuan
Female 09/01/2014 0 0% - - 0 0% Graduated from Dept. of
Accounting, Soochow
University
None None None None
Sales Manager Republic of
China

Tseng
Ching-
Wei
Male 01/01/2008 0 0% - - 0 0% Graduated from Dept. of
Chemical
Engineering,
TamkangUniversity


None
None None None

Note 1: Information regarding General Manager, Deputy General Manager, senior managers, heads of departments and branches shall be included, whereas information regarding positions equivalent to General Manager, Deputy General Manager or senior managers shall be disclosed regardless of job title.

  • Note 2: Work experiences of anyone in the table above that are related to their current roles, such as previous employment at CPA firms or employment in affiliated companies, shall be disclosed along with job titles and responsibilities.

  • Note 3: Chairman: USI Corporation, China General Plastics Corporation, Taita Chemical Company Limited, Acme Electronics Corporation, United Polymers Corporation, USI Optronics Corporation, Swanson Plastics Corporation, Swanson Technologies Corporation, Chong Loong Trading Co., Ltd., USI Investment Co., Ltd., CGPC Polymer Corporation, Asia Polymer Investment Corporation , Taiwan United Venture Capital Corporation, USI Management Consulting Corporation, Taiwan United Venture Management Corporation, Thintec Materials Corporation, Acme Electronics (Cayman) Corporation, USI Education Foundation and Fujian Gulei Petrochemical.

  • Director: Taiwan VCM Corporation, INOMA Corporation, USI (Hong Kong), Swanlake, USI International Corporation, Acme Components (Malaysia) Sdn. Bhd., Forever Young Co., Ltd., Curtana Co., Ltd., Swanson Plastics (Singapore) Pte. Ltd., Swanson Plastics (Malaysia) Sdn. Bhd., Swanson International, Swanson Plastics

15

(India) Private Limited, Swanson (Vietnam), Swanson Plastics (Kunshan) Co., Ltd., Golden Amber Enterprises, ACME Electronics (BVI) Corporation, Acme Electronics (Kunshan) Co., Ltd., Acme Electronics (Guangzhou) Co., Ltd., Forum Pacific Trading Ltd., Taita (BVI) Holding Co., APC (BVI) Holding Co. Ltd., CGPC (BVI) Holding Co., Ltd., CGPC America Corporation, Krystal Star International Corporation, A.S. Holdings (UK) Limited, ASK-Swanson (Kunshan) Co., Ltd., Acme Ferrite Products Sdn. Bhd., Swanson Plastics (Tianjin) Co., Ltd., Cypress Epoch Limited, Ever Conquest Global Limited, Ever Victory Global Limited, Dynamic Ever Investments Limited, USIG (Shanghai) Co., Ltd., PT. Swanson Plastics Indonesia, Emerald Investment Corporation, KHL Venture Capital Co., Ltd., KHL IB Venture Capital Co., Ltd. and CTCI Group.

General Manager: Union Polymer International Investment Corp. and USI Management Consulting Corporation

Chief Executive Officer: USI, CGPC, TTC, Acme Electronics Corporation and USI Optronics Corporation Executive Director: Chinese National Federation of Industries

Note 4: Chairman: USI Trading (Shanghai) Co., Ltd.

Director: Asia Polymer Investment Corporation, Swanson Technologies Corporation, Taiwan VCM Corporation, USI International Corporation, APC(BVI) Holding Co. Ltd., Swanson Plastics Corp., Ever Conquest Global Limited, Ever Victory Global Limited, Dynamic Ever Investments Limited, USI Optronics Corporation, USI Education Foundation, China General Terminal & Distribution Co. and Fujian Gulei Petrochemical

General Manager: USI Trading (Shanghai) Co., Ltd.

16

III. Remuneration Paid to Directors (Including Independent Directors), Supervisors, General Manager and Deputy Manager During the Most Recent Fiscal Year

  • If any of the following applies to a company, the name of the director or supervisor involved and the remuneration paid to him/her shall be disclosed: None

  • (1) If post-tax losses have been recorded in a company's financial statements in the most recent two (2) fiscal years, the name and remuneration of "directors and supervisors" shall be disclosed individually. However, the preceding sentence shall not apply if the company's financial statements in the most recent fiscal year indicates a net income after taxes which is sufficient to cover cumulative losses. Where International Financial Reporting Standards (IFRS) is adopted, the name and remuneration of "directors and supervisors" shall be disclosed individually if pre-tax losses have been recorded in its parent company-only or individual financial statements in the most recent two (2) fiscal years. However, the preceding sentence shall not apply if the company's parent company-only or individual financial statements in the most recent fiscal year indicates a net income after taxes which is sufficient to cover cumulative loss.

  • (2) A company with directors whose shareholding percentages have been insufficient for three (3) or more consecutive months during the most recent fiscal year shall disclose the remuneration of individual directors. A company with supervisors whose shareholding percentages have been insufficient for three (3) or more consecutive months during the most recent fiscal year shall disclose the remuneration of individual supervisors.

  • (3) A company with an average ratio of shares pledged by directors or supervisors that exceeds 50 percent in any three (3) months during the most recent fiscal year shall disclose the remuneration paid to each individual director or supervisor who owns a ratio of shares pledged that exceeds 50 percent for each of these three months.

  • (4) If the total amount of remuneration received by all the directors and supervisors of a company from all the companies listed in its financial statements exceeds two (2) percent of its net income after taxes, and the amount of remuneration received by any individual director or supervisor exceeds NT$15 million, the company shall disclose the amount of remuneration paid to individual directors or supervisors.

17

(I). Remuneration of Directors, Supervisors, General Manager and Deputy General Manager

  1. Remuneration paid to directors (including independent directors) (range of remuneration with name disclosure)

Unit: NT$ thousands

Title Name Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Sum of items A, B,
C and D to NIAT
Ratio (Note 10)
Sum of items A, B,
C and D to NIAT
Ratio (Note 10)
Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Relevant remuneration received bydirectors who also serve as employees Percentage of the total
of 7 items A, B, C, D,
E, F and G to net
income after taxes
(Note 10)
Percentage of the total
of 7 items A, B, C, D,
E, F and G to net
income after taxes
(Note 10)
Compensation
from an
Invested
Company Other
than the
Company’s
Subsidiary
(Note 11)
Remuneratio
n (A)
(Note 2)
Separation
Pay and
Pension (B)
Directors'
Compensati
on (C)
(Note 3)
Costs Incurred
from
Performance of
Duty (D) (Note
4)

Salary, Bonus and
Allowances
(G) (Note 5)
Separation Pay
and Pension (F)
Employee Rewards (G) (Note 6)
The
Com
pany
All the
Compa
nies
Includ
ed in
the
Financ
ial
Statem
ents
(Note
7)
Th
e
Co
mp
an
y
All the
Compa
nies
Include
d in the
Financi
al
Stateme
nts
(Note 7)

Th
e
Co
m
pa
ny
All the
Compa
nies
Include
d in the
Financi
al
Statem
ents
(Note
7)
The
Com
pany
(Mer
ge)
All the
Compani
es
Included
in the
Financial
Statemen
ts
(Note 7)
The
Compan
y
All the
Compani
es
Included
in the
Financial
Statemen
ts (Note
7)

The
Compa
ny
All the
Companie
s Included
in the
Financial
Statement
s
(Note 7)

The
Com
pany
All the
Compani
es
Included
in the
Financial
Statement
s (Note 7)
The Company All the Companies
Included in the
Financial Statements
(Note 7)
The
Company
All the
Companies
Included in
the
Financial
Statements
(Note 7)

Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Chairman
of the
Board
Wu I-Kuei 3,600 3,600 0 0 0 0 1,896 1,896 0.972% 0.972% 11,527 11,527 108 108 56 0 56 0 3.04% 3.04% 29,474
Director Li Kuo-Hung
Director Huang
Kuang-Che
Director Liu Chen-Tu
Director Liu Han-Tai
Director Matthew
Miau
Independent
Director

Chen Ta-
Hsiung
Independent
Director

Cheng Tun-
Chien
Independent
Director

Shen Shang-
Hung
*Unless disclosed above, the Directors of the currentyear received remuneration forprovidingservices(e.g. servingas a non-employee consultant)to the companies listed in this financial report: None.

18

Range of remuneration

Range of remuneration
Range of Remuneration Paid to the Directors
of the Company
Name of Director
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The Company (Note 8) All the Companies Included in the
Financial Statements(Note9)H
The Company (Note 8) All companies listed in this
financial report(Note9)I
Less than NT$2,000,000 Wu I-Kuei, Matthew Miau,
Huang Kuang-Che, Liu Chen-Tu,
Liu Han-Tai, Li Kuo-Hung, Chen
Ta-Hsiung, Cheng Tun-Chien,
Shen Shang-Hung
Wu I-Kuei, Matthew Miau, Huang
Kuang-Che, Liu Chen-Tu,
Liu Han-Tai, Li Kuo-Hung, Chen
Ta-Hsiung, Cheng Tun-Chien,
Shen Shang-Hung
Matthew Miau, Huang Kuang-
Che, Liu Chen-Tu, Liu Han-Tai,
Chen Ta-Hsiung, Cheng Tun-
Chien, Shen Shang-Hung
Matthew Miau, Huang
Kuang-Che, Liu Chen-Tu,
Chen Ta-Hsiung, Cheng
Tun-Chien, Shen Shang-
Hung
NT$2,000,000 (inclusive) to NT$5,000,000
(exclusive)
Wu I-Kuei
NT$5,000,000 (inclusive) to NT$10,000,000
(exclusive)
Li Kuo-Hung Li Kuo-Hung, Liu Han-Tai
NT$10,000,000 (inclusive) to
NT$15,000,000(exclusive)
NT$15,000,000 (inclusive) to
NT$30,000,000(exclusive)
Wu I-Kuei
NT$30,000,000 (inclusive) to
NT$50,000,000(exclusive)
NT$50,000,000 (inclusive)
NT$100,000,000(exclusive)
More than NT$100,000,000
Total 5,496 thousand 5,496 thousand 17,187 thousand 46,661 thousand
  • Note 1: Name of directors shall be listed separately (for juristic person shareholders, their names and the name of their representatives shall be listed separately) and the amount of remuneration paid to them shall be disclosed collectively. If a director concurrently serves as a general manager or deputy general manager, his/her name and the amount of remuneration paid to him/her shall be listed in Table (3-1) or (3-2) below.

  • Note 2: Compensation received by a director in the most recent fiscal year (including director's salary, job-related allowances, separation pay, various bonuses and incentives). Note 3: Fill the amount of rewards approved by the Board of Directors and distributed to the directors in the most recent fiscal year.

  • Note 4: Business expenses paid to the directors in the most recent fiscal year (including services and goods provided such as transportation allowances, special allowances, various allowances, accommodation and vehicle). If housing, vehicle and other modes of transportation or personal expenses are provided, the nature and cost of the assets provided, the rent fees and fuel costs calculated based on the actual amount or fair market value, and other payments shall be disclosed. If a driver is provided, please indicate the amount of compensation paid to the driver by the company, excluding remuneration, in a separate note. The Company provides a corporate vehicle and assigns one driver whose compensation for 2017 was $883 thousand. Related fuel expenses were $32 thousand and the rent of the corporate vehicle was $428 thousand.

  • Note 5: Salary, job-related allowances, separation pay, various bonuses, incentives, transportation allowance, special allowance, various allowances, accommodation allowance and vehicle received by directors who concurrently serve as employees (including general manager, deputy general manager, other managerial officers and employees) in the most recent fiscal year. If housing, vehicle and other modes of transportation or personal expenses are provided, the nature and cost of the assets provided, the rent fees and fuel costs calculated based on the actual amount or fair market value, and other payments shall be disclosed. If a driver is provided, please indicate the amount of compensation paid to the driver by the company, excluding remuneration, in a separate note. Furthermore, any compensation recognized in the IFRS 2 - “Share-Based Payment” section, including issuance of employee stock options, new restricted employee shares and capital increase by stock subscription, shall be included in the calculation of remuneration.

  • Note 6: For directors concurrently serving as employees (including general manager, deputy general manager, other managerial officers and employees) who receive employee rewards (including shares and cash), the amount of employee rewards that have been approved by the Board of Directors and are distributed to them in the most recent fiscal year shall be disclosed. If the amount of rewards cannot be estimated, the amount of rewards in the current fiscal year shall be calculated based on the ratio of the amount of rewards distributed in the previous fiscal

19

year, and this amount shall also be filled in Table 1-3.

Note 7: The total amount of all the remuneration paid to the company's directors by all the companies (including the company) listed in its consolidated financial statements shall be disclosed. Note 8: The name of each director shall be disclosed in the range of remuneration corresponding to the amount of all the remuneration paid to the director by the company. Note 9: The total amount of all the remuneration paid to each director of the company by all the companies (including the company) listed in its consolidated financial statements shall be disclosed. The name of each director shall be disclosed in the range of remuneration corresponding to the total amount mentioned in the preceding sentence. Note 10: Net income after taxes refers to net income after taxes in the most recent fiscal year. Where IFRS is adopted, net income after taxes refers to net income after taxes recorded in the parent company-only or individual financial statements in the most recent fiscal year.

Note 11: a. The amount of remuneration received from subsidiaries other than investment companies by the company's directors shall be stated clearly in this column.

b. If a director of the company receives remuneration from investment companies other than subsidiaries, the amount of remuneration received by the director from investment companies other than subsidiaries shall be combined into Column I of the table for ranges of remuneration, and this column shall be renamed as "All Investment Companies".

c. Remuneration refers to the compensation, rewards (including rewards distributed to employees, directors and supervisors) and remuneration related to business expenses that are received by the company's directors who serve as directors, supervisors or managerial officers at investment companies other than subsidiaries.

A different concept is used for the content of remuneration disclosed in this table compared to that in the Income Tax Act. This table is used for information disclosure, but not for taxation.

20

  1. Remuneration of Supervisors: Not applicable as the Company has an Audit Committee that replaces the functions of supervisors.

  2. Remuneration paid to General Manager and Deputy General Manager (range of remuneration with name disclosure)

Unit: NT$ thousands

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Separation Pay
and Pension (B)
Separation Pay
and Pension (B)
Bonuses and
special expenses
(C) (Note 3)
Bonuses and
special expenses
(C) (Note 3)
Dollar Amount of Employee Rewards (D)
(Note 4)
Dollar Amount of Employee Rewards (D)
(Note 4)
Dollar Amount of Employee Rewards (D)
(Note 4)
Dollar Amount of Employee Rewards (D)
(Note 4)
Proportion of the sum of A, B, C,
and D (%) to NIAT (Note 8)
Proportion of the sum of A, B, C,
and D (%) to NIAT (Note 8)
Whether or not the
person receives
remuneration from
other non-subsidiary
companies that this
company has
invested in (Note 9)
The
Company
All the
Compan
ies
Included
in the
Financia
l
Stateme
nts
(Note 5)
The
Comp
any
All the
Companie
s Included
in the
Financial
Statement
s
(Note 5)
The
Compan
y
All the
Compan
ies
Included
in the
Financia
l
Stateme
nts
(Note 5)

The Company
All the Companies
Included in the
Financial Statements
(Note 5)
The
Company
All the Companies
Included in the
Financial Statements
(Note 5)
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Chief
Executive
Officer
Wu I-Kuei 6,022 6,022 108 108 5,505 5,505 56 0 56 0 2.07% 2.07% 20,335
General
Manager
Li Kuo-
Hung

Regardless of job titles, positions that are equivalent to general manager, deputy general manager (such as president, chief executive director and director) shall be disclosed.

Note 1: The Company provides a corporate vehicle and assigns one driver whose compensation for 2017 was $883 thousand. Related fuel expenses were $32 thousand and the rent of the corporate vehicle was $428 thousand.

Note 10: The separation pay and pension received by the general manager is the amount contributed for expensing separation pay and pension.

Range of remuneration

Range of remuneration
Range of Remuneration Paid to the General Manager and Deputy
General Manager of the Company
Name of General Manager and DeputyGeneral Manager
The Company (Note 6) Invested Companies(Note 7)E
Less than NT$2,000,000
NT$2,000,000(inclusive)to NT$5,000,000(exclusive) Wu I-Kuei
NT$5,000,000(inclusive)NT$10,000,000(exclusive) Li Kuo-Hung Li Kuo-Hung
NT$10,000,000(inclusive)to NT$15,000,000(exclusive)
NT$15,000,000(inclusive)to NT$30,000,000(exclusive) Wu I-Kuei
NT$30,000,000(inclusive)to NT$50,000,000(exclusive)
NT$50,000,000(inclusive)to NT$100,000,000(exclusive)
More than NT$100,000,000
Total 11,691 thousand 32,026 thousand

Note 1: The name of the general manager and deputy general manager shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If a director concurrently serves as a general manager or deputy general manager, his/her name and the amount of remuneration paid to him/her shall be listed in Table (1-1) or (1-2) above.

21

  • Note 2: Fill the salary, job-related allowances and separation pay received by the general manager and deputy general manager in the most recent fiscal year.

  • Note 3: Fill the amount of various bonuses, incentives, transportation allowance, special allowance, various allowances, accommodation and vehicle received by the general manager and deputy general manager in the most recent fiscal year. If housing, vehicle and other modes of transportation or personal expenses are provided, the nature and cost of the assets provided, the rent fees and fuel costs calculated based on the actual amount or fair market value, and other payments shall be disclosed. If a driver is provided, please indicate the amount of compensation paid to the driver by the company, excluding remuneration, in a separate note. Furthermore, any compensation recognized in the IFRS 2 - “Share-Based Payment” section, including issuance of employee stock options, new restricted employee shares and capital increase by stock subscription, shall be included in the calculation of remuneration.

  • Note 4: Fill the amount of employee rewards (including shares and cash) that have been approved by the Board of Directors and are distributed to the general manager and deputy general manager in the most recent fiscal year. If the amount of rewards cannot be estimated, the amount of rewards in the current fiscal year shall be calculated based on the ratio of the amount of rewards distributed in the previous fiscal year, and this amount shall also be filled in Table 1-3. Net income after taxes refers to net income after taxes in the most recent fiscal year. Where IFRS is adopted, net income after taxes refers to net income after taxes recorded in the parent company-only or individual financial statements in the most recent fiscal year.

  • Note 5: The total amount of all the remuneration paid to the company's general manager and deputy general manager by all the companies (including the company) listed in its consolidated financial statements shall be disclosed.

  • Note 6: The name of each general manager and deputy general manager should be disclosed in the range of remuneration corresponding to the amount of all the remuneration paid to the general manager and deputy general manager by the company.

  • Note 7: The total amount of all the remuneration paid to each general manager and deputy general manager of the company by all the companies (including the company) listed in its consolidated financial statements shall be disclosed. The name of each general manager and deputy general manager shall be disclosed in the range of remuneration corresponding to the total amount mentioned in the preceding sentence.

  • Note 8: Net income after taxes refers to net income after taxes in the most recent fiscal year. Where IFRS is adopted, net income after taxes refers to net income after taxes recorded in the parent company-only or individual financial statements in the most recent fiscal year.

  • Note 9: a. The amount of remuneration received from investment companies other than subsidiaries by the company's general manager and deputy general manager shall be stated clearly in this column.

  • b. If the general manager and deputy general manager of the company receives remuneration from investment companies other than subsidiaries, the amount of remuneration received by the general manager and deputy general manager from investment companies other than subsidiaries shall be combined into Column E of the table for ranges of remuneration, and this column shall be renamed as "All Investment Companies".

  • c. Remuneration refers to the compensation, rewards (including rewards distributed to employees, directors and supervisors) and remuneration related to business expenses that are received by the company's general manager and deputy general manager who serve as directors, supervisors or managerial officers at subsidiaries other than investment companies.

  • A different concept is used for the content of remuneration disclosed in this table compared to that in the Income Tax Act. This table is used for information disclosure, but not for taxation.

22

  1. Name of managerial officers to which employee rewards are distributed, and the status of distribution

Collective disclosure

Unit: NT$ thousands

Title
(Note 1)
Name
(Note 1)
Stock Cash Total Percentage of total
compensations to
NIAT(%)
Managers Chief Executive
Officer
Wu I-Kuei 0 196 196 0.03%
General Manager Li Kuo-Hung
Assistant VP of Sales
Department

Wu Ming-
Tsung
Director of Linyuan
Plant
Chen Jung-
Hung
Accounting Manager Chen Cheng-
Shun
Finance Manager Shih Ju-
Hsuan
Sales Manager Tseng Ching-
Wei
  • Note 1: Names and positions shall be listed individually, and the amount of profit distributed shall be disclosed collectively.

  • Note 2: Fill the amount of employee rewards (including shares and cash) that have been approved by the Board of Directors and are distributed to the managerial officers in the most recent fiscal year. If this amount of rewards cannot be estimated, the amount of rewards in the current fiscal year shall be calculated based on the ratio of the amount of rewards distributed in the previous fiscal year. Net income after taxes refers to net income after taxes in the most recent fiscal year. Where IFRS is adopted, net income after taxes refers to net income after taxes recorded in the parent company-only or individual financial statements in the most recent fiscal year.

  • Note 3: The scope of application for the term "managerial officer" shall follow the approved document with Reference No. Tai Tsai Cheng San Tzu 0920001301 dated March 27, 2003. Its scope of application shall be as follows:

  • (1) General Manager and Equivalent

  • (2) Deputy General Manager and Equivalent

  • (3) Senior Manager and Equivalent

  • (4) Head of Finance Department

  • (5) Head of Accounting Department

  • (6) Other Personnel Authorized to Manage the Company's Affairs and Sign for Approval

  • Note 4: Directors, general manager and deputy general manager who receive employee rewards (including shares and cash) shall be listed not only in Table 1-2, but also in this table.

23

  • (II). Analysis and comparison of percentages of remuneration paid to the company's directors, supervisors, general and deputy general manager by the company and all the companies listed in its consolidated financial statements in the most recent two fiscal years to the net income after taxes recorded in its parent company-only or individual financial statements, and explanation on the remuneration policies, standards and packages, procedures for determining remuneration and their correlations with its business performance and future risk exposure
Year
Category
2017 2017 2016 2016

The Company
All companies
included
in the financial
statements
The Company All companies
included
in the financial
statements
Directors (excluding those who
concurrently serve as employees
and receive remuneration)
0.972% 0.972% 0.529% 0.529%
Directors (including those who
concurrently serve as employees
and receive remuneration)
3.040% 3.040% 2.259% 2.259%
Supervisors - - 0.020% 0.020%
General Manager and Deputy
General Manager
2.070% 2.070% 1.730% 1.730%
  • A. Remuneration policy: According to Article 18 of the Company’s Articles of Incorporation, the bonus to

  • directors shall not exceed 1% of the annual profits. Nevertheless, only for this year, directors received travel allowances and attendance fees, whereas managerial officers received salaries and bonuses.

  • B. Remuneration standards: The Chairman shall receive a monthly travel allowance of NT$60,000, while other directors shall receive a monthly travel allowance of NT$10,000. Managerial officers shall receive salaries by reference to seniority, salary levels in the industry and business performance.

  • C. Procedures for determining remuneration: Travel allowances for the Chairman and directors are approved during the shareholders' meeting, whereas the salary levels of managerial officers are approved by the Board of Directors

  • D. Correlations with business performance and future risk exposure: The travel allowances received by directors and supervisors are fixed expenditures, whereas the rewards and bonuses received by managerial officers are related to business performance and future risk exposure.

24

IV. Implementation of Corporate Governance

(I). Operation of Board of Directors

A total of six (6) meetings (A) were held by the Board of Directors in the most recent fiscal year (2017). The attendance of the members of the Board are as follows:

Title Name (Note 1) Fourth
meeting
03/14/2017
Fifth
meeting
42952
Sixth
meeting
06/19/2017

Seventh
meeting
42986
Eighth
meeting
42989
Ninth
meeting
12/22/2017
Attend
ance
in
Person
Attend
ance
by
Proxy
Attendanc
e in person
rate (%)
[B/A]
(Note 2)

Rem
arks
(Note
3)
Chairman Wu I-Kuei
(representative of Union
Polymer Int'l Investment
Corp.)
6 0 100
Director Matthew Miau
(representative of Tai
Lien International
Investment Co.,Ltd.)
3 3 50
Director Huang Kuang-Che
(representative of Union
Polymer Int'l Investment
Corp.)
5 1 83.33
Director Li Kuo-Hung
(representative of Union
Polymer Int'l Investment
Corp.)
6 0 100
Director Liu Han-Tai
(representative of Union
Polymer Int'l Investment
Corp.)
5 1 83.33
Director Liu Chen-Tu
(representative of Union
Polymer Int'l Investment
Corp.)
6 0 100
Indepen
dent
Director
Chen Ta-Hsiung 6 0 100
Indepen
dent
Director
Shen Shang-Hung 6 0 100
Indepen
dent
Director
Cheng Tun-Chien 5 1 83.33

Note: Attendance in person: ◎; attendance by proxy: ☆ ; absent: ✽ .

Other matters to be noted:

  • I. If any of the following applies to the operations of the Board of Directors, the date and session of the Board of Directors' Meeting, as well as the resolutions, opinions of independent directors and the company's actions in response to the opinions of independent directors shall be stated:

  • (I). Items listed in Article 14-3 of the Securities and Exchange Act

  • (II). In addition to the preceding matter, other resolutions of the Board of Directors on which independent directors have dissenting opinions or qualified opinions, and that are documented or issued through written statements.

25

Board of
Directors
Resolution and Follow-up Actions Items listed in
Article 14-3 of
the Securities
and Exchange
Act
Dissenting
Opinion or
Qualified
Opinion by
Independent
Directors
1st Meeting in
2017.03.14
1. Amend certain articles in the Procedures for Handling
Acquisitions or Disposal of Assets.
Yes None
2. Amend certain articles in the Procedures for Loaning of
Funds to Others
Yes None
3. Compensationpaid to the certifyingCPAs for 2016 Yes None
4. Appoint CPAs for 2017 Yes None
5. Pass the change of chief auditor. Yes None
Opinions of independent directors: None.
The Company's actions in response to the opinions of independent directors: None.
Voting results: All the directors present voted in favor of the resolution without any dissenting
opinion.
6. Approve the recommendation to lift competition
restrictions against directors at the general shareholders'
meeting
Yes None
Opinions of independent directors: None.
The Company's actions in response to the opinions of independent directors: None.
Voting results:
(The chairman and the directors in attendance Matthew Miau, Li Kuo-Hung, Liu Han-Tai, Liu
Chen-Tu, and Shen Shang-Hung recused themselves due to conflicts of interest and the
chairman appointed the independent director Chen Ta-Hsiung to temporarily take the place of
the chair. )
With the exception of the aforementioned recusals due to conflicts of interest, the acting
chairman asked for the opinions of other directors in attendance and the proposal was passed
unanimously.
2nd Meeting in
2017.05.08
Amended the Company's internal control system Yes None
Opinions of independent directors: None.
The Company's actions in response to the opinions of independent directors: None.
Voting results: All the directors present voted in favor of the resolution without any dissenting
opinion.
4th Meeting in
2017.08.09
Approve the lifting of competition restrictions against
independent director Mr. Shen Shang-Hung
Yes None
Amended clauses of the "Audit Committee Charter".
Opinions of independent directors: None.
The Company's actions in response to the opinions of independent directors: None.
Voting results:
The Chair consulted all the directors present, except for independent director Shen Shang-
Hung who had to recuse himself from voting due to conflict of interest, and they voted in
favor of the resolution.

26

  • II. In regards the recusal of independent directors from voting due to conflict of interests, the name of the independent directors, the resolutions, reasons for recusal due to conflict of interests and voting outcomes shall be stated:
Name of
Director
Proposal Reason for
Recusal
Participation in
Voting
Remarks
Wu I-Kuei
Matthew Miau
Li Kuo-Hung
Liu Han-Tai
Liu Chen-Tu
Shen Shang-
Hung
Removal of the non-
compete clause for
Directors
The Director has
an interest in the
matter
Did not participate
in voting
1st Meeting in
2017
Wu I-Kuei
Li Kuo-Hung
Liu Chen-Tu
Donations to the USI
Education Foundation
Recused
himself
due to conflict of
interest
as
he
serves as a director
in the foundation
Did not participate
in voting
1st Meeting in
2017
Shen Shang-
Hung
Approve the lifting of
competition restrictions
against independent
director Mr. Shen Shang-
Hung
The Director has
an interest in the
matter
Did not participate
in voting
4th Meeting in
2017

III. Targets for Strengthening the Functions of the Board of Directors in the current fiscal year and the most recent fiscal year (e.g., establishing an audit committee and enhancing information transparency) and evaluation of target implementation

  1. Targets for strengthening the functions of the Board of Directors:

In order to enhance corporate governance and the functions of the Board of Directors, the Company passed the resolution on the amendment of Article 11-1 and Article 11-2 of the Company's Articles of Association at the Annual General Meeting held on June 2, 2015, where these articles stipulate the appointment of independent directors and the establishment of an audit committee in due course according to the law. Related measures for the establishment of the Audit Committee was passed in the board meeting on March 11, 2016 and the Audit Committee Charter was passed in the board meeting on April 25, 2016.

The Company constantly pays attention to changes in laws and regulations of the competent authority, reviews its Rules of Procedure for Board of Directors' Meetings and Rules Governing the Scope of Powers of Independent Directors, and evaluates its Audit Committee Charter in due course. The Company really seeks to improve information transparency in accordance with the amended laws, and the implementation of these regulations has been favorable.

Implementation of Performance Appraisal on the Board of Directors (Audit Committee) in 2017:

  • (1) Appraisal Period: January 1, 2017 to December 31, 2017

  • (2) The Company has established a set of regulations governing the evaluation of performance of the Board of Directors and performance appraisal methods, proposing the self-evaluation of the performance of the Board of Directors (Audit Committee) on a regular basis every year based on the implementation of assessment indicators including degree of participation in the Company's operation, improvement of the quality of decision-making of the Board of

27

Directors, composition and structure of the Board of Directors, election and continuous education of members of the Board of Directors, internal control and communications with the Audit Committee. The overall results of performance appraisal performed on the Board of Directors (Audit Committee) in 2017 were as follows:

**Appraisal Item ** Results
Degree ofparticipation in the Company's operations Excellent
Improvement in thequalityof decision-makingof the Board of Directors Excellent
Composition and structure of the Board of Directors Excellent
Election and continuous education of directors Excellent
Internal control and communications with the Audit Committee Excellent
  • (3) Results for the self-evaluation of directors: Excellent.

  • Evaluation of target implementation:

The Audit Committee was established after the appointment of independent directors during the 2016 Annual General Meeting. The results of performance appraisal performed on the Board of Directors (Audit Committee) in 2017 has been disclosed on the Company's website on January 5, 2018 and has been reported in the first Board of Directors' Meeting in 2018 (March 12, 2018).

  • 3.Hold training courses for directors and managerial officers, as well as encourage directors and managerial officers to attend corporate governance-related courses The status of continuing education among the directors and managerial officers of the Company is as follows:

28

Title Name Date of
Training
Organizer Course Title Number
of
Hours
Chairman Wu I-Kuei 07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Director Matthew
Miau
02/15/2017 Taiwan Institute of Directors Rise of Innovation Economy: Changes
and Challenges in Corporate
Management
3
07/06/2017 Taiwan
Corporate
Governance
Association

Power TPC's Transition; Can IOT
Make Semiconductor Great Again?
3
Director Huang
Kuang-
Che
12/14/2017 Accounting Research and Development
Foundation

Impact of New Standard "Forming an
Opinion and Reporting on Financial
Statements" on Enterprises and Related
Responses
3
12/15/2017 Accounting Research and Development
Foundation

Analysis on Key Points of the Latest
Practices and Legal Liabilities in the
Supervision of Securities Trading in the
U.S. and Taiwan

3
Director Li Kuo-
Hung
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Director Liu Han-
Tai
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Director Liu Chen-
Tu
05/11/2017 Chinese National Association of Industry
and Commerce,Taiwan(CNAIC)

Risk
Management
Trends
and
Implementation Analysis

3
05/18/2017 Chinese National Association of Industry
and Commerce,Taiwan(CNAIC)

Corporate Governance Theory and
Practice from a Legal Perspective

3
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
07/25/2017 Taiwan
Corporate
Governance
Association

How
Directors
Perform
Fiduciary
Duties, and Commercial Courts and
International Trends


1
08/29/2017 Taiwan
Corporate
Governance
Association

The Promoter of Corporate Governance
- Unveilingthe "CompanySecretary"

1
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Independent
Director

Chen Ta-
Hsiung
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Independent
Director

Shen
Shang-
Hung
10/11/2017 Taiwan
Corporate
Governance
Association

Business Mergers and Acquisitions
from the Perspective of Directors and
Supervisors


3
Independent
Director
Cheng
Tun-
Chien
04/25/2017 Taiwan
Corporate
Governance
Association

Key Points in Merger and Acquisition
Contracts

3
10/19/2017 Securities & Futures Institute Enterprise
Financial
Crisis
Early
Warningand Type Analysis

3
Accounting
Manager

Chen
Cheng-
Shun
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
07/13/2017
to
07/14/2017
Accounting Research and Development
Foundation
Ongoing Education for Securities
Issuers, Securities Firms, and TWSE
Chief Accounting Officer (Accounting,
Auditing,Finance,and Ethics)
12
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3
Finance
Manager
Shih Ju-
Hsuan
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3

29

Title Name Date of
Training
Organizer Course Title Number
of
Hours
Audit
Specialist
Chuang
Chia-
Fang
06/02/2017 Accounting Research and Development
Foundation
New Internal Auditing Regulations and
Computerized Auditingin Practice
6
07/04/2017 Securities & Futures Institute How Enterprises Respond to White
Collar Crime

3
09/15/2017 The Institute of Internal Auditors,
R.O.C.
Auditing Tasks in Live Implementation 6
10/30/2017 Securities & Futures Institute Information Disclosure and Prevention
of Insider Trading

3

The number of learning hours, scope of learning, learning systems, arrangements and information on the abovementioned training sessions which comply with the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies shall be disclosed.

Note 1: For directors and supervisors who are juristic persons, the name of juristic person shareholders and their representatives shall be disclosed.

  • Note 2: (1) Where a director or a supervisor resigns before the end of the fiscal year, the Remark column shall be filled with the director's or supervisor’s resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' meetings held and the actual attendance in person during the period during his/her term of office.

  • (2) If directors or supervisors are re-elected before the end of the fiscal year, incoming and outgoing directors or supervisors shall be listed accordingly, and the Remark column shall indicate whether the status of a director is "outgoing", "incoming" or “re-elected”, and the date of re-election. The director's percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' Meetings held and the actual attendance in person during his/her term of office.

30

  • (II). Information Regarding the Implementation of the Audit Committee or the Participation of Supervisors in the Operations of the Board of Directors:

  • Operations of the Audit Committee:

    • (1) The functions of the Audit Committee are as follows:

    • Adoption or amendment of internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.

    • Evaluation of the effectiveness of internal control systems.

    • Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.

    • Items involving the interests of directors

    • Major assets or derivative trading.

    • Major loaning of funds, making of endorsements or provision of guarantees.

    • Offering, issuance, or private placement of any equity-type securities.

    • Appointment, dismissal and compensation of CPAs

    • Appointments and dismissal of finance, accounting and internal audit managers

    • Audit of annual and semi-annual financial statements

    • Accept and deal with whistleblowing cases in accordance with the functions listed in this article

    • Other major items required by other companies or the competent authority

    • (2) The Auditing Department held 5 meetings(A) in the most recent year. The

      • attendance of Independent Directors was as follows:
Title Name Attendance
in Person
(B)
Attendance
by proxy
Percentage of
Attendance in
Person (%)
(B/A) (Note)
Remarks
Independent
Director
Chen Ta-
Hsiung
5 0 100
Independent
Director
Shen Shang-
Hung
5 0 100
Independent
Director
Cheng Tun-
Chien
5 0 100

Other matters to be noted:

  • I. If any of the following applies to the operations of the Audit Committee, the date and session of the Board of Directors' Meeting, as well as the resolutions, resolutions of the Audit Committee and the company's actions in response to the opinions of the Audit Committee shall be stated.

  • (I). Items listed in Article 14-5 of the Securities and Exchange Act

  • (II). In addition to the items in the preceding sentence, other resolutions passed by two-thirds of all the directors but yet to be approved by the Audit Committee

31

Date of
Meeting
(Term)
Resolution and Follow-up Actions Items
Listed in
Article 14-
5 of the
Securities
and
Exchange
Act
Other resolutions
passed by two-
thirds of all the
directors but yet to
be approved by the
Audit Committee
03/14/2017
3rd Meeting of
1st Audit
Committee
Audit
Committee
1. 2016 Account Book Yes None
2. Propose the capital increase by retained earnings in new shares
issuance
Yes None
3. Amend certain articles in the Procedures for Handling
Acquisitions or Disposal of Assets
Yes None
4. Amend certain articles in the Procedures for Loaning of Funds
to Others
Yes None
5. Removal of the non-compete clause for Independent Directors Yes None
6. Compensationpaid to the CPAs for 2016 Yes None
7. Appoint CPAs for 2017 Yes None
8. Issuance of the 2016 "Statement on Internal Control System" Yes None
9. Change of internal chief auditor Yes None
Audit Committee resolution:
With the exception of Case 5: the Audit Committee unanimously agreed.
Case 5: With the exception of the recusal of Independent Director Shen Shang-Hung due to
conflicts of interest, the chairman asked for the opinions of other members in attendance
and theproposal waspassed unanimously.
The Company's response to the comments of the Audit Committee:
With the exception of Case 5: all directors present voted in favor.
Case 5: Except for the recusals,all directorspresent voted in favor.
05/08/2017
4th Meeting of
1st Audit
Committee
Audit Committee
Amend the Company's internal control system. Yes None
Voting results in the Audit Committee: All the members of the Audit Committee voted in favor of
the resolution.

The Company's actions in response to the opinions of the Audit Committee: All the directors
present voted in favor of the resolution.
08/09/2017
5th Meeting of
1st Audit
Committee
Audit
Committee
1. Reviewed the 2017Q2 Consolidated Financial Report Yes None
2. Amended clauses of the Company's "Audit Committee
Charter"
Yes None
3. Removal of the non-compete clause for Independent Directors Yes None
Audit Committee resolution:
Cases 1 and 2: the Audit Committee unanimously agreed.
Case 3: With the exception of the recusal of Independent Director Shen Shang-Hung due to
conflicts of interest, the chairman asked for the opinions of other members in attendance
and theproposal waspassed unanimously.
The Company's response to the comments of the Audit Committee:
Cases 1 and 2: all directors present voted in favor.
Case 3: Except for the recusals,all directorspresent voted in favor.
11/09/2017
6th Meeting of
1st Audit
Committee
Audit
Committee
1. Review the 2018 auditplan Yes None
5. Formulate the Procedures for "Handling Cases of Illegal and
Unethical or Dishonest Conduct"
Yes None
Audit Committee resolution:
Cases 1 and 2: the Audit Committee unanimouslyagreed.
The Company's response to the comments of the Audit Committee:
Cases 1 and 2: all directorspresent voted in favor.
12/22/2017
7th Meeting of
the 1st Audit
Committee
Amend the certain clauses of "Handling Cases of Illegal and
Unethical or Dishonest Conduct"
Yes None
Voting results in the Audit Committee: All the members of the Audit Committee voted in favor of
the resolution.
The Company's actions in response to the opinions of the Audit Committee: All the directors
present voted in favor of the resolution.

32

  • II. In regards to the recusal of independent directors from voting due to conflict of interests, the name of the independent directors, the resolutions, reasons for recusal due to conflict of interests and voting outcomes shall be stated.

  • III. Communications between independent directors and the head of internal audit and CPAs (material issues, methods and outcomes related to the Company's financial and business status shall be included)

  • (I). Not only does the Internal Audit Department submit audit reports to each independent director for review every month, but also the Head of Internal Audit reports major audit findings to each independent director in the Audit Committee every quarter. Both the Company's Audit Committee and the Head of Internal Audit have maintained good communications.

  • (II). CPAs compile information on the audit of the Company's consolidated financial statements (annual financial statements including parent company-only financial statements) and review of governance-related matters every quarter and report them to the Audit Committee in accordance with the Statement of Auditing Standards No. 39 - “Communication with Those Charged with Governance” and the approved letter with Reference No. Tai Tsai Cheng Liu Tzu 0930105373 issued by SFB on March 11, 2004. Both the Company's Audit Committee and CPAs have maintained good communications.

  • (III). Communications between independent directors and head of internal audit and CPAs:

Date: March 14, 2017

Meeting: 3rd Meeting of the 1st Audit Committee Key Communication Points:

  1. Audit execution report and opinions mailbox processing report for November 2016 to February 2017.

  2. The CPAs' audit status and report on the 2016 Consolidated and Parent Company Only Financial Statements reports (including key audit matters (KAM)).

  3. The CPA has stated compliance to the No. 10 Statement on Professional Ethics Standards for ROC Accountants - "Integrity, Objectivity and Independence" published by the ROC Certified Public Accountants Association and has not violated its independence.

  4. The CPA has discussed and communicated with attendees on the questions they raised with regard to major legal amendments and their impact.

Date: May 8, 2017

Meeting: 4th Meeting of the 1st Audit Committee

Key Communication Points:

  1. Audit execution report and Audit Committee opinions mailbox processing report for March 2017 to April 2017.

  2. Discussed and communicated the amendment to stock affair procedure of the internal control system and related working paper of internal audit by self-assessment.

Date: August 9, 2017

Meeting: 5th Meeting of the 1st Audit Committee

Key Communication Points:

  1. Audit execution report and Audit Committee opinions mailbox processing report for May 2017 to July 2017.

  2. CPAs' audit execution status and report for the consolidated financial statements for Q2, 2017.

  3. CPAs discussed and communicated issues raised by the participants.

Date: November 9, 2017

Meeting: 6th Meeting of the 1st Audit Committee Key Communication Points:

  1. Audit execution follow-up report and Audit Committee opinions mailbox processing report for August 2017 to October 2017.

  2. CPAs' audit execution status and report for the consolidated financial statements for Q3, 2017.

  3. Communication for the 2017 audit plan report and key audit matters in the audit report for the CPA.

  4. Approved the 2018 audit plan.

33

  1. CPAs discuss and communicate issues raised by the participants.

Note:

  • Where an independent director resigns before the end of the fiscal year, the Remark column shall be filled with the independent director's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.

  • If independent directors are re-elected before the end of the fiscal year, incoming and outgoing independent directors shall be listed accordingly, and the Remark column shall indicate whether the status of an independent director is "outgoing", "incoming" or “reelected”, and the date of re-election. Actual attendance percentage (%) is calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.

  • Participation of supervisors in the operations of the Board of Directors: Not applicable as the Company has an Audit Committee that replaces the

functions of supervisors.

34

(III). Implementation of corporate governance, discrepancies between its implementation and the Corporate Governance Best Practice Principles for TWSE or TPEx Listed Companies, and reasons for such discrepancies

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
I.
Has the company formulated
and disclosed its corporate
governance
best
practice
principles in accordance with
the
Corporate
Governance
Best Practice Principles for
TWSE
or
TPEx
Listed
Companies?







V
The Company has established its Corporate Governance
Best Practice Principles and complied with the Corporate
Governance Best Practice Principles for TWSE or TPEx
Listed Companies to promote the implementation of
corporate governance and discloses such information on
its own website.
No material
discrepancy
II.
Shareholder Structure and
Shareholders' Rights
(I).
Has the company established
an internal operating
procedure for handling
matters related to
shareholders'
recommendations, doubts,
disputes and lawsuits, and
implemented them
accordingly?
(II). Does the company maintain a
list of major shareholders who
have actual control over the
company and persons who
have ultimate control over the
major shareholders?
(III). Has the company established
and implemented risk control
and firewall mechanisms
among its affiliated
companies?
(IV). Has the company formulated
internal
regulations
that
prohibit
insiders
of
the
company
from
trading
securities using undisclosed
information in the market?





V
V
V
V
The Company has appointed specific personnel to take
change of such matters.
The Company has been maintaining contact with its
major shareholders and persons who have ultimate
control over the major shareholders.
The Company has established and implemented a system
to monitor its subsidiaries.
The Company has formulated its Procedures for Ethical
Management and Guidelines for Conduct, in which Article
14 stipulates the prevention of insider trading.




No material
discrepancy
No material
discrepancy
No material
discrepancy
No material
discrepancy
III.
Composition and
Responsibilities of the Board
of Directors
(I). Has the Board of Directors
drawn up policies on diversity
V No material
discrepancy
According to Article 20 of the Company's Corporate
Governance Best Practice Principles,diversityshall be

35

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
of its members and
implemented them?

C
considered in the composition of the Company's Board of










Directors, and members of the Board of Directors shall
possess the knowledge, skills and qualities required to
perform their duties. To achieve the ideal goal of
corporate governance, the Board of Directors shall
possess the following abilities:
1. Ability to make sound business judgment;
2. Ability to conduct accounting and financial analysis;
3. Business management ability;
4. Crisis management ability;
5. Knowledge of the industry;
6. An understanding of international markets;
7. Leadership;
8. Ability to make decisions.
In addition to the eight competencies above, the Company
has also added two professional abilities, namely legal
capability and environmental protection by taking into
consideration the growing importance of global issues
concerning corporate governance and environmental
protection at present, so that the functions of the Board of
Director can be more complete. At present, existing
members of the Board of Directors possess the knowledge,
skills and qualities required to perform their duties, and
specialize in professional areas including accounting and
finance, international markets, law and environmental
protection. For details on the diversity of Board members,
refer to the table below:
Director
Name
Gender Core Competence
Sound business
judgments
Accounting and
finance
usiness management Crisis management Knowledge of the
industry
nternational markets Leadership ability Decision making
abilities
LegAl nvironmental protection
Wu
I-Kuei
Male
V
V B
V
V V I
V
V V
Huang Kuang-
Che
Male
V
V V V V V
Li Kuo-Hung Male
V
V V V V V V V V
Liu
Han-Tai
Male
V
V V V V V V
Liu
Chen-Tu
Male
V
V V V V V V
Matthew Miau Male
V
V V V V V V
Chen Ta-Hsiung Male
V
V V V V V V V
hen Shang-Hung Male
V
V V V V V V V
hengTun-Chien Male
V
V V V V V V
Appraisal Period: January 1, 2017 to December 31, 2017

36

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
(II). Has the company voluntarily
established other functional
committees, other than the
remuneration committee and
audit committee that are
established in accordance
with the law?
(III). Has the company established
any rules for evaluating the
performance of the Board of
Directors and methods for
evaluating them? Does the
company perform such
evaluations every year?
(IV). Does the company regularly
evaluate the independence of
CPAs?
V
V
V
The Company has established a remuneration committee
























No material
discrepancy
No material
discrepancy
No material
discrepancy
and an audit committee which exercise their authority in
accordance with the Remuneration Committee Charter and
the Audit Committee Charter respectively with favorable
performance. The Company has voluntarily established a
Corporate Social Responsibility Committee which
exercises its authority in accordance with the Corporate
Social Responsibility Committee Charter with favorable
performance.
The Company has established the "Board of Directors
Assessment Regulations" in November 9, 2017. At the end
of each year, performance appraisal shall be performed on
the Board of Directors (Audit Committee) for the current
year based on the actual implementation of assessment
indicators including degree of participation in the
Company, improvement of the quality of decision-making
of the Board of Directors, composition and structure of the
Board of Directors, election and continuous education of
members of the Board of Directors, internal control and
communications with the Audit Committee. Performance
appraisal results shall be reviewed and improved upon in
the most recent Board of Directors' Report in the following
year.
The results of performance appraisal performed on the
Board of Directors (Audit Committee) in 2017 has been
disclosed on the Company's website on January 5, 2018
and has been reported in the first Board of Directors'
Meeting in 2018 (March 12, 2018).
The company assesses the independence of the CPA
regularly in accordance with Article 30 of the "Corporate
Governance Best Practice Principles". The Company has
approved the assessment on March 12, 2018
in the board meeting (1st Meeting in 2018). The
independent assessment standards are provided in Note 2
and the statement submitted by the CPA is provided in
Note 3.

37

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
IV.
Does the TWSE or TPEx
listed company have a
dedicated full-time (or part-
time) corporate governance
unit or personnel in charge of
corporate governance affairs
(including but not limited to
furnishing information
required for business
execution by directors and
supervisors, handling matters
related to Board of Directors'
meetings and Shareholders’
meetings, handling company
registration and change
registration, and producing
minutes of Board of Directors'
meetings and Shareholders’
meetings)?
V The manager Chen Cheng-Shun is responsible for the
Corporate Governance Team of the General Manager's
Office.
The following units are responsible for the Company's
corporate governance affairs:
1. Chief Financial Officer, Financial Officer and full-time
(or part-time) staff at the Stock Affairs Department:
Matters related to the Shareholders' meetings
2. Full-time staff at the Secretariat of the Board: Matters
related to the Board of Directors' meetings
3. Full-time (or part-time) staff at the Accounting
Division: Matters related to the meetings held by the
Audit Committee
4. Full-time (or part-time) staff at the Human Resources
Division: Matters related to the meetings held by the
Remuneration Committee
5. Full-time (or part-time) staff at the Legal Division:
Matters related to company registration and change
registration
The Corporate Governance Team is responsible for
related corporate governance affairs. Main Duties:
1. Supervise company registration and change
registration in accordance with regulations.
2. Supervise and assist the progress of the Board of
Directors meetings and meeting minutes in accordance
with regulations and assist the company with compliance
with laws and regulations governing such meetings.
3. Coordinate with related units to provide Independent
Directors and Directors with information and regulations
required for the exercise of their duties and arrange
courses for Directors in accordance with laws.
4. Supervise and coordinate with related units to
promptly process affairs related to investor relations.
5. Other matters set forth in the Company's Articles of
Incorporation or contracts.
No material
discrepancy

38

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
V.
Has the company established
channels of communication
with stakeholders (including
but not limited to
shareholders, employees,
customers, and suppliers),
dedicated a section of the
company's website for
stakeholder affairs and
adequately responded to
stakeholders' inquiries on
significant corporate social
responsibilityissues?
V The Company has set up a stakeholders' section under
Corporate Social Responsibility on its website, which
features contact information as channels of
communication and discloses issues related to quality, the
environment, occupational safety and health policies,
employee rights, as well as social and product liabilities.
No material
discrepancy
VI.
Does the company
commission a professional
shareholder services agency to
arrange shareholders' meetings
and other relevant affairs?
V The Company takes charge of its own shares-related
affairs and handles matters related to shareholders'
meetings in accordance with the law.


The Company
handles its own
shares-related
affairs to ensure
quality
and
efficiency.
VII. Information Disclosure
(I).
Has the company established a
website to disclose
information on financial
operations and corporate
governance?
(II). Has the company adopted
other means of information
disclosure (such as
establishing a website in
English, appointing specific
personnel to collect and
disclose company
information, implementing a
spokesperson system, and
disclosing the process of
investor conferences on the
company’s website)?

V
V
The Company has set up a website and regularly discloses
company information.
The Company has appointed specific personnel in charge
of the collection and disclosure of company information
and has implemented a spokesperson system.



No material
discrepancy
No material
discrepancy

39

VIII. Has the company provided
important information to
better understand the state of
corporate governance
(including but not limited to
employee rights, employee
care, investor relations,
supplier relations,
stakeholders’ rights, progress
of training of directors and
supervisors, risk management
policy and implementation of
risk impact standards,
implementation of customer
policies and the company’s
purchase of liability insurance
for its directors and
supervisors)?
V (1) The Company provides its employees with
comprehensive health care. In addition to the
formulation of guidelines related to employee
assistance services and gender equality in the
workplace, the Company also provides annual health
checkups, sports and fitness equipment, organizes
various outdoor recreational activities and talks on
mental, emotional and spiritual health, purchases group
insurance
and
issues
LOHAS
e-newsletters.
Furthermore,
the
Company's
employees
have
voluntarily set up the Employee Assistance Program
Center (EAPC) to help their colleagues solve work, life
and psychological problems.
(2) The Company has always been committed to the
principle of equal opportunities, and recognizes the
contribution of employees from different backgrounds.
The Company adopts an open selection process and
hires the right talent for the right position, instead of
restricting employees' career development based on
their race, gender, age, religion, nationality or political
affiliation.
(3) The Company has appointed a spokesperson to answer
various types of questions raised by shareholders and
serves as the bridge to connect the Company with its
shareholders. Additionally, the Company maintains
contact with its major shareholders.
(4) The Company maintains a good relationship with
major suppliers, and the supply status is normal.
(5) The Company maintains a good and stable relationship
with its customers in order to generate profits.
(6) The Company encourages its directors to participate in
continuing education. In addition to providing its
directors with various information on continuing
education, the Company also organizes such courses
from time to time and invites its directors to attend
courses related to corporate governance.
(7) Purchase of liability insurance for the Company's
directors and supervisors: The Group has purchased
liability insurance for its directors, supervisors and key
employees. In 2017, the total amount of co-insurance
was US$30 million and the insurance policy was for the
period from May 1, 2017 to May 1, 2018. Related
information can be obtained from the Market
Observation Post System (MOPS). Matters related to
liability insurance have been included in the Board of
Directors' report on May 4, 2018.







































No material
discrepancy
IX.
Improvements made in the most recent fiscal year in response to the results of corporate governance evaluation
conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and improvement
measures and plans for items yet to be improved (Leave this section blank if the company is not included in the
evaluation process)
Parts that have been improved are as follows:
New number
(original number
Contents
Number (3.13)
The Company has established a Corporate Social Responsibility Committee with four
members, more than half of which are Independent Directors. The Company has also
disclosed the composition, duties, and operations of the Committee on the company
website.

40

Evaluation Item Status of Implementation(Note 1) Status of Implementation(Note 1) Status of Implementation(Note 1) Discrepancies
between its
implementation
and the
Corporate
Governance
Best Practice
Principles for
TWSE or TPEx
Listed
Companies and
reasons for such
discrepancies
Yes
No
Summary
Number (3.31) The Company has established the Regulations Governing the Evaluation of the
Performance of the Board of Directors, and these regulations have been approved by the
Board of Directors. In addition, the Company will perform self-evaluation once every year,
and will disclose the evaluation results on the Company's website and annual reports.
Number (3.33) The Company has purchased liability insurance for all Directors and Supervisors and
reported to the Board of Directors.
Number (5.12) The Company set up a whistleblower system for reporting of illegal (including bribery) and
unethical conducts carried out by the Company’s personnel inside and outside of the
Company. The information has been detailed on the company website.
Priority parts to be enhanced are as follows:
New number
(original
number)
Contents
Number 1.9
(2.9)
The Company uploads the English version of the notification for shareholders’
meeting 30 days prior to the date of the meeting along with the Chinese version.
Number 1.10
(2.15)
The Company uploads the English meeting agenda and supplementary information
for shareholders’ meeting 21 days prior to the date of the meeting along with the
Chinese version.
Number 1.11
(2.8)
The Company uploads the English version of the annual report 7 days before the
shareholders' meeting.
Number 3.2
(4.2)
Important Information are announced in English at the same time.
Number 3.5
(4.5)
The Company discloses annual financial reports (including financial statements and
notes) in English on the its website or the Market Observation Post System (MOPS).
Number 2.21
(New)
The Corporate Governance Team is established to take charge of related corporate
governance affairs.
Number 4.6
(New)
The Company formulates policies to protect human rights in accordance with the
International Bill of Human Rights and discloses them in the Annual Report or the
companywebsite.

Note 1: Regardless of whether "Yes" or "No" is selected, provide a brief description in the Summary column.

41

Note 2: CPA independence evaluation criteria

Note 2: CPA independence evaluation criteria
Item Evaluation
Results
Whether the
CPA
is independent
1. As of the most recent assurance operation,no CPA hasyet to be replaced for seven(7) years. Yes Yes
2. The CPA does not have significant financial interest in his/her trustor. Yes Yes
3. The CPA avoids anyinappropriate relationshipwith his/her trustor. Yes Yes
4. The CPA shall ensure that his/her assistants are honest,fair and independent. Yes Yes
5. The CPA may not perform audit and assurance services on the financial statements of companies
he/she has served within two(2) years beforepracticing.
Yes Yes
6. The CPA maynotpermit others topractice under his/her name. Yes Yes
7. The CPA does not own anyshares of the Companyand its affiliated companies. Yes Yes
8. The CPA has not engaged in lending and borrowing of money with the Company and its affiliated
companies.
Yes Yes
9. The CPA has not engaged in joint investments or benefit sharing with the Company or its affiliated
companies.
Yes Yes
10. The CPA does not concurrently serve as a regular employee of the Company or its affiliated
companies and does not receive a fixed salaryfrom them.
Yes Yes
11. The CPA is not involved in the decision-making process of the Company and its affiliated
companies.
Yes Yes
12. The CPA does not concurrentlyengage in other businesses that maylead to loss of independence. Yes Yes
13. The CPA does not have a spouse, immediate family members or relatives within the second degree
of kinshipwho serve in the senior management of the Company.
Yes Yes
14. The CPA has not collected anycommission related to his/her service. Yes Yes
15. As of now, the CPA has not engaged in any matter that may result in disciplinary actions taken
against him/her or damage to theprinciple of independence.
Yes Yes

Note 3: Letter of Declaration issued by CPA

Chin Shen 10700970 dated February 14, 2018

  • Attn: Asia Polymer Corporation

  • Subject: The firm intends to accept the offer to audit your company's financial statements for year 2018. In accordance with the No. 10 Bulletin - "Integrity, Objectivity and Independence" in the Norm of Professional Ethics for Certified Public Accountant of the Republic of China set forth by the National Federation of Certified Public Accountant Associations of the Republic of China, the members of the audit team declare that they have complied with the following regulations and have not committed an independence violation.

Description:

  • I. Members of the audit team and their spouses and dependents are not involved in the following: a. Directly or indirectly hold significant financial interests in your company

  • b. Have business relations with your company or directors, supervisors and managerial officers at your company, where such relations may affect our independence

  • II. During the audit, members of the audit team, their spouses and dependents do not serve as directors, supervisors or managerial officers at your company or do not assume positions that may directly and significantly affect the auditing process.

  • III. Members of the audit team do not have spouses, immediate family members or relatives within the second degree of kinship who serve as directors, supervisors or managerial officers at your company.

  • IV. Members of the audit team have not received gifts or presents of significant value (where their values have not exceeded the general etiquette standards) from your company or directors, supervisors, managerial officers or major shareholders at your company.

  • V. Members of the audit team have performed the necessary procedures for evaluating independence or conflict of interests and have not been found to commit independence violations or be involved in unresolved conflicts of interest.

Deloitte & Touche CPA: Huang Hsiu-Chun

==> picture [60 x 60] intentionally omitted <==

42

  • (IV). If the company has established a remuneration committee, the composition, responsibilities and operations of the committee shall be disclosed:

    1. Information regarding the members of the Remuneration Committee
Title
(Note 1)
Criteria
Name
Does the individual have over 5 years of
professional experience
and the following professional
qualifications?
Does the individual have over 5 years of
professional experience
and the following professional
qualifications?
Does the individual have over 5 years of
professional experience
and the following professional
qualifications?
Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Status of Independence (Note 2) Number of
publicly listed
companies in
which the
member
concurrently
serves as a
remuneration
committee
member
Remarks

Serve as an
instructor
or higher
positions in
a private or
public
college or
university
in the field
of business,
law,
finance,
accounting,
or other
department
s relevant
to the
business of
the
Company

Serve as a
judge,
prosecutor,
lawyer,
certified
public
accountant or
other
professional or
technical
specialists
who have
passed the
relevant
national
examinations
and
successfully
obtained
certificates in
professions
necessary for
the business of
the Company

Work
experien
ce in
business
, law,
finance,
accounti
ng or
other
areas
relevant
to the
business
of the
Compan
y
1 2 3 4 5 6 7 8
Independent
Director
Chen Ta-
Hsiung
0
Independent
Director
Cheng Tun-
Chien
2
Independent
Director
Shen Shang-
Hung
1
  • Note 1: Fill "Director", "Independent Director" or "Others" in the Title column Note 2: Insert "V " in the box if a member meets the following criteria during his/her term of office and two (2) years prior to the date elected. 

  • (1) Not employed by the Company or any of its affiliated companies.

  • (2) Not serving as the director and supervisor of the Company or any of its affiliated companies However, this restriction does not apply to independent directors in the Company or its parent company or subsidiaries, which have been appointed in accordance with local laws or laws of the registered country.

  • (3) Not a natural person shareholder who holds more than one (1) percent of total shares issued by the Company or is one of the top 10 shareholders by number of shares held, including shares held in the name of the person’s spouse and minors, or in the name of others

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship in the 3 preceding criteria

  • (5) Not a director, supervisor, or employee of a juristic person shareholder that directly holds more than five (5) percent of the total number of shares issued by the Company or is one

43

of the top 5 shareholders by number of shares held

  • (6) Not a director (member of the governing board), supervisor (member of the supervising board), managerial officer or shareholder who holds more than five (5) percent of shares of companies or institutions that have financial or business dealings with the Company

  • (7) Neither a professional nor an owner, partner, director (member of the governing board), supervisor (member of the supervising board), managerial officer and their spouses of a sole proprietorship, partnership, company, or institution who provides commercial, legal, financial, accounting, or consultation services to the Company or to any of its affiliated companies or spouse thereof

  • (8) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.

44

  1. Responsibilities of the Remuneration Committee: The Remuneration Committee shall exercise the care of a good administrator,

faithfully fulfill the following functions and powers, and submit the recommendations to the Board of Directors for deliberation:

  • (1) Regularly review the Committee's charter and propose recommendations to amend it when necessary

  • (2) Establish and regularly review the annual and long-term performance targets, as well as remuneration policies, systems, standards and structure of the Company's directors and managerial officers.

  • (3) Regularly evaluate the performance targets of the Company's directors, supervisors and managerial officers, and develop the content and amount of their remuneration individually

  • Operations of the Remuneration Committee

  • (1) The Company's Remuneration Committee consists of three (3) members.

  • (2) The term of office of the current members of the Remuneration Committee June 22, 2016 to June 7, 2019. A total of two (2) meetings (A) were conducted by the Remuneration Committee in the most recent fiscal year (2017), where the attendance of the members are as follows:

Title Name Attendance
in Person
(B)

Attendance
by Proxy
Percentage of
Attendance in
Person (%)
(B/A) (Note)
Remarks
Convener Chen Ta-
Hsiung
2 0 100%
Commissi
oner
Cheng Tun-
Chien
2 0 100%
Commissi
oner
Shen Shang-
Hung
2 0 100%
Other matters to be noted:
I.
If the Board of Directors does not adopt or amend the recommendations made by the Audit
Committee, the date and session of the Board of Directors' meeting, resolutions, voting
results and handling of opinions of the Remuneration Committee by the Company shall be
disclosed (if the remuneration approved by the Board of Directors is better than that of the
Remuneration Committee, the discrepancies and related reasons shall be stated): None.
II.
2. If the members of the Remuneration Committee have any dissenting opinion or qualified
opinions on the resolutions of the Remuneration Committee, where such opinions are
documented or issued through written statements, the date and session of the meeting of the
Remuneration Committee, resolutions, all the members' opinions and handling of these
opinions shall be stated: None.
  • Note: 1. Where a member of the Remuneration Committee resigns before the end of the fiscal year, the Remark column shall be filled with the member's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

  • If members of the Remuneration Committee are re-elected before the end of the fiscal year, incoming and outgoing members shall be listed accordingly, and the Remark column shall indicate whether the status of a member is "outgoing", "incoming" or "reelected", and the date of re-election. Actual attendance percentage (%) is calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

45

(V). Fulfillment of Corporate Social Responsibility (CSR):

Evaluation Item Status of Implementation (Note 1) Discrepancies between
its implementation and
the Corporate Social
Responsibility Best
Practice Principles for
TWSE or TPEx Listed
Companies and reasons
for such discrepancies
Yes No
Summary (Note 2)
I.
Exercising Corporate
Governance
(I).
Has the company established
CSR policies or systems and
reviewed their effectiveness?
(II).
Does the company regularly hold
CSR training?
(III). Has the company established a
dedicated full-time (or part-time)
unit to promote CSR? Has the
Board of Directors authorized
senior management to handle
such matters and report its
implementation to the Board of
Directors?
(IV). Has the company formulated a
reasonable remuneration policy
and combined both employee
performance appraisal and CSR
policies? Has the company
established a clear reward and
punishment system?


V
V
V
V
(I).
The Company issued the 2017 Corporate
Social Responsibility Report in June 2017.
The report can be downloaded from the
Company's
website
(http://www.apc.com.tw/). The content of
this report discloses its CSR vision and
sustainable development strategies, where
each department promotes CSR-related
work according to its functions and
regularly review the results of such work.
Additionally, the report also responds to its
stakeholders
by
highlighting
CSR
management and performance in three
aspects - operations, environment and
society. Please refer to the Company's 2016
Corporate Social Responsibility Report.
(II).
The Company regularly organizes CSR-
related education and training and promotes
CSR.
(III). The Company has established the Corporate
Social Responsibility Committee, in which
the independent director serves as chief
commissioner and the general manager
serves as deputy chief commissioner. Three
promotion teams have been established
under the Committee, namely the Corporate
Governance Task Force, the Environmental
Protection Task Force and the Social
Relations Task Force, where each team is
responsible for the establishment of the
CSR policy's strategy, goals and programs.
In addition, the Committee reports the
status of CSR implementation to the Board
of Directors. (Note 3)
(IV). The
Company
has
established
the
Remuneration Committee to regularly
review its remuneration policies and report
rewards
and
punishments
based
on
outcomes of performance appraisal so as to
ensure that its reward and punishment
system is effective.




































Consistent
with
the
Corporate
Social
Responsibility
Best-
Practice Principles for
TWSE or TPEx Listed
Companies
II.
Fostering A Sustainable
Environment
(I).
Is the company committed to
improving the efficiency of
using various resources, and to
the use of recycled materials
with reduced environmental
impact?
V (I).
The Company emphasizes the importance
of environmental protection and responds to
clean production and green environment
movements.
The
Company
enhances
pollution
prevention
through
process
improvement, as well as tracks and reviews
theprogress of implementationgoals of







Consistent
with
the
Corporate
Social
Responsibility
Best-
Practice Principles for
TWSE or TPEx Listed
Companies

46

Evaluation Item Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies between
its implementation and
the Corporate Social
Responsibility Best
Practice Principles for
TWSE or TPEx Listed
Companies and reasons
for such discrepancies
Yes No
Summary (Note 2)
(II).
Has the company established an
appropriate environmental
management system based on
the characteristics of the industry
to which it belongs?
(III). Is the company concerned with
the effects of climate change on
its business activities? Has the
company implemented
greenhouse gas (GHG) inventory
audit, and formulated strategies
for energy conservation, carbon
reduction and GHG reduction?


V
V
annual plans formulated by the Company.
(II).
The Company has successfully obtained
the ISO 14001 management system
certification, and its occupational safety
and health department performs regular
inspections and tracking to implement
disaster prevention and pollution
prevention. In addition, the Company
complies with the Restriction of Hazardous
Substances (RoHS) directive in the
European Union, and enhances education
and training related to environmental
protection.
(III). The Company's carbon dioxide emissions in
2017 and 2016 were 110,863 metric tons
and 101,324 metric tons respectively. In
response to the MOEA Bureau of Energy's
"Energy User Establishment of Energy
Conservation Targets and Implementation
Plan Regulations" which requires energy
users to achieve average annual electricity
consumption reduction by 1% from 2015 to
2019 and the "Greenhouse Gases Reduction
and Management Act" promulgated by the
Environmental Protection Administration
of the Executive Yuan on July 1, 2015, the
Group has established energy management
goals for reducing electricity consumption
by 1%, energy consumption by 2%, carbon
emissions by 1.5%, and water consumption
by 1% from 2016. The Company also
organizes energy management meetings
each quarter to discuss the implementation
of energy conservation plans and exchange
of external resources.





















III.
Preserving Public Welfare
(I).
Has the company formulated
relevant management policies
and procedures in accordance
with relevant laws and
regulations and the International
Bill of Human Rights?
V (I).
The Company has made reference to
internationally recognized human rights
standards including the International Bill of
Rights and the International Labour
Organization's Declaration on Fundamental
Principles and Rights at Work to fully
exercise CSR and implement human rights
protection. Besides, the Company has
established
human
rights
policy
to
eliminate human rights violations so that
our
existing
colleagues
can
enjoy
reasonable and dignified treatment.
1. Follow relevant laws and regulations to
provide a safe and healthy workplace
2. Committed to maintaining a workplace
which is free of violence, harassment and
intimidation, as well as respect the privacy
and dignity of employees
3. Do not hire child labor
4. Prohibit forced labor
Consistent
with
the
Corporate
Social
Responsibility
Best-
Practice Principles for
TWSE or TPEx Listed
Companies

47

Evaluation Item Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies between
its implementation and
the Corporate Social
Responsibility Best
Practice Principles for
TWSE or TPEx Listed
Companies and reasons
for such discrepancies
Yes No
Summary (Note 2)
(II).
Has the company established
employee complaint and
grievance mechanisms and
channels, and handled employee
complaints and grievances
appropriately?
(III). Does the company provide a safe
and healthy work environment
for its employees, and regularly
offer safety and health education
to its employees?
(IV). Has the company established
mechanisms to regularly
communicate with its employees
and appropriately notified its
employees of operational
changes that may result in
material effects?
(V). Has the company established an
effective career developmental
plan for its employees?

V
V
V
V
5. Eliminate unlawful discrimination and
reasonably ensure equal opportunity in
employment and promotion
6. Respect employees' rights to organize
and participate in legally recognized labor
unions to protect their right to work
(II).
The Company has established the employee
complaint and grievance mailbox and the
suggestion
mailbox,
which
allow
employees to disclose their work-related
problems. The suggestion mailbox is
managed by related experts who will
thoroughly understand and respond to
employees’ suggestions, so as to maintain a
smooth
communication
channel
for
collecting
employees'
opinions
and
feedback.
(III). The Company has successfully obtained the
OHSAS18001
Health
and
Safety
Management System Certification. The
occupational safety and health department
and the construction department at the plant
regularly perform various occupational
safety
and
health
inspections
and
examinations on a daily basis. In addition,
the Company also joins the Taipei
Responsible Care Association (TRCA) and
Linyuan Industrial Park Safety and Health
Promotion Association to observe and learn
from each other in areas including
occupational
safety,
health
and
environmental
protection,
thereby
enhancing the protection of employees'
safety
and
health.
Furthermore,
the
Company regularly holds fire drills and
occupational safety and health training
every year, with the purpose of developing
employees'
abilities
to
respond
to
emergency incidents and manage personal
safety. The Company regularly holds health
checkups every year and equips its plant
with certified nurses to provide its
employees with health care and medical
assistance.
(IV). The Company regularly holds meetings
with employees and ensures that employees
are made aware of changes in the business
environment through meetings at different
levels,
electronic
media
and
other
communication mechanisms.
(V). The Company has always paid serious
attention to employee education and
training.
Hence,
the
Company
has
formulated a set of standards for employee
training procedures, as well as implemented
various learning methods including pre-

48

Evaluation Item Status of Implementation (Note 1) Discrepancies between
its implementation and
the Corporate Social
Responsibility Best
Practice Principles for
TWSE or TPEx Listed
Companies and reasons
for such discrepancies
Yes No
Summary (Note 2)
(VI). Has the company established
relevant customer rights policies
and customer complaint and
grievance procedures for
research and development,
purchasing, production,
operations and service
processes?
(VII). Does the company comply with
relevant laws and international
regulations governing the
marketing and labeling of its
products and services?
(VIII). Has the company evaluated any
record of a supplier’s impact on
the environment and the society
before engaging in commercial
dealings with the said supplier?
V
V
V
employment training, on-the-job training,
work instructions, classroom lectures,
educational CDs or online learning based
on the training needs of employees and
departments, with a view to enhancing the
qualities and skills of employees.
(VI). The Company has set up a Research and
Development Division in Linyuan Plant,
which focuses on customer service and
product research and development, in order
to develop new products and products for
new applications, as well as assist
customers
in
upgrading
processing
technologies. The Company has also
established
specifications
concerning
technical
support,
customer
privacy,
handling of customer complaints and
customer satisfaction.
(VII). The
Company
establishes
long-term
cooperation with high-quality suppliers
based
on
quality,
capability
and
environmental protection policies, fulfills
corporate
social
responsibilities,
and
delivers
the
idea
of
environmental
protection policies to contractors and
carriers. At the same time, the Company
complies with the RoHS directive and
enhances
environmental
protection
education and training. The Company also
pays serious attention to the safety of
construction companies in the plant area
and ensures the safety of various operations
so as to protect the safety and health of
workers and jointly engage in good risk
management with them.
(VIII). The Company has established long-term
strategic partnerships with major raw
material suppliers and set up safety stock
according to the preparation schedule so
that the supply chain can continue to run
smoothly.
To
encourage
continuous
supplier optimization so that the Company
can obtain raw materials and services at the
right time, in the right quantity and at the
right
price,
the
Company
regularly
performs annual evaluation of suppliers
according to aspects including quality,
delivery dates, environmental protection
and
occupational
safety
and
health,
packaging,
quality
certification
and
services in coordination with production
operations and environmental protection
policies.















































49

Evaluation Item
(IX). Do contracts between the
company and its major suppliers
include terms where the
company may terminate or
rescind the contract at any time
if the said suppliers violate the
company's corporate social
responsibility policy and have
caused significant effects on the
environment and the society?
Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies between
its implementation and
the Corporate Social
Responsibility Best
Practice Principles for
TWSE or TPEx Listed
Companies and reasons
for such discrepancies
Yes No
Summary (Note 2)
V (IX). The Company will continuously strengthen
self-evaluation
of
supply
chain
sustainability, and gradually incorporate
CSR performance into selection, evaluation
and audit processes. The Company jointly
fulfills corporate social responsibilities
with its suppliers using its influence.
Excellent CSR experience sharing and
collaboration with suppliers serve as a vital
foundation for the Company to establish
sustainable businesses.
IV.
Enhancing Information
Disclosure
(I).
Does the company disclose
relevant and reliable information
related to CSR on its official
website and MOPS?
V The Company has set up the Corporate Social
Responsibility section on its website to disclose
information on corporate social responsibility
(http://www.usife.com.tw/zh-
tw/dirCSR/frmCSR.aspx).
The Company issued the Corporate Social
Responsibility Report, where the content of the
report was prepared according to the G4
Sustainability Reporting Guidelines published by
the Global Reporting Initiative. The report has
been disclosed on the Company's website and
posted on MOPS where stakeholders can view
and download the report.
Consistent
with
the
Corporate
Social
Responsibility
Best-
Practice Principles for
TWSE or TPEx Listed
Companies
V.
If the Company has established its own Corporate Social Responsibility Best Practice Principles in accordance with the
Corporate Social Responsibility Best Practice Principles for TWSE or TPEx Listed Companies, state the discrepancies
between these principles and its implementation:
The Company added its Corporate Social Responsibility Best Practice Principles on March 11, 2015. There was no
material discrepancybetween theseprinciples and its implementation.
VI.
Other important information that facilitates the understanding of the implementation of corporate social responsibility
(such as systems and measures adopted by the company with regard to environmental protection, community
engagement, contributions to the society, social services, social welfare, consumer rights, human rights, safety and
health, as well as other social responsibilities, and their implementation):
USI Group upholds the business philosophy of "Solid Operation, Professional Management, Seeking Excellence
and Serving the Society". On December 30, 2011, USI Corporation and Asia Polymer Corporation jointly established
the USI Education Foundation with a fund of NT$50 million. The USI Education Foundation aims to engage in
education-related charitable activities, and focuses on care for the disadvantaged, people in rural areas and the ecology.
The foundation has carried out the following activities in accordance with the relevant laws:
1. Sponsor education in rural areas
2. Establish scholarships
3. Hold talks, seminars or other education-related charitable activities
4. Sponsor schools at various levels or educational groups to engage in activities such as literature, sports, music,
dance, arts and drama.
5. Industry-academia collaboration
6. Other education-related charitable services that are consistent with the objectives of the foundation
In 2017, the total sponsorship expenditure of the USI Education Foundation was NT$6.24 million, including
NT$1.25 million distributed as education scholarships, NT$1.5 million and NT$2 million were contributed to sponsor
the Alliance Cultural Foundation and Junyi Experimental High School respectively. A total of NT$1.05 million was
contributed to sponsor various educational and public welfare organizations such as Boyo Social Welfare Foundation,
Teach for Taiwan and the "Exclamation Mark" Strategic Alliance, whereas NT$440 thousand was contributed to
sponsor service-based society and club activities in colleges and universities. Since its founding six years ago, the total
expenditure for various sponsorships was NT$27.42 million.
The foundation has offered scholarships to outstanding students from poor families, who pursue studies in
areas includingchemical engineering,materials engineering,environmental science and ecologyat more than 10

50

==> picture [461 x 501] intentionally omitted <==

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

Discrepancies between
Status of Implementation (Note 1)
its implementation and
the Corporate Social
Responsibility Best
Evaluation Item
Practice Principles for
Yes No Summary (Note 2) TWSE or TPEx Listed
Companies and reasons
for such discrepancies
public and private universities to promote education related to the aforementioned areas and talent cultivation, as well
as encourage Bachelor's degree and Master's degree students to work hard, thereby nurturing outstanding talents for
the society. In 2017, the foundation awarded NT$1.25 million worth of scholarships to 27 students from 24
departments in 16 public and private universities, including 3 PhD students, 16 Master's degree students and 8
Bachelor's degree students. 14 of them came from poor families. Since its founding, the foundation has cumulatively
awarded NT$7.1 million worth of scholarships, where the number of departments sponsored have increased from 19 to
25, with the purpose of giving encouragement to more outstanding students who come from poor families.
Chairman of the Alliance Cultural Foundation, Mr. Stanley Yen who took over as the Chairman of Junyi
Elementary and Secondary School (currently known as Junyi Experimental High School) in Taitung since 2011, hopes
to provide students in rural areas with equal opportunities for learning through heuristic education, so as to create new
value for education in Taiwan. The Alliance Cultural Foundation has also gradually shifted its manpower, time and
resources to education. The USI Education Foundation recognizes Mr. Stanley Yen's care for rural education in
Taiwan and his idea on sustainable development. Therefore, the foundation supports his efforts to implement various
projects related to implementing and fostering rural education by sponsoring the Alliance Cultural Foundation and
Junyi Experimental High School. In 2017, the USI Education Foundation awarded a sponsorship of NT$1.5 million to
the Alliance Cultural Foundation and a sponsorship of NT$2 million to Junyi Experimental High School in Taitung,
where the cumulative amount of sponsorship provided in the past six years was NT$12.9 million. The foundation is
expected to continue sponsoring them in 2018.
The foundation has provided a sponsorship of NT$1.05 million in 2017 to other education-related public
welfare organizations, including Boyo Social Welfare Foundation, Teach for Taiwan and the Exclamation Mark
Strategic Alliance under Teco Technology Foundation which supports the young Bunun folk choir from Luanshan
Elementary School in Taitung. To enable these socially recognized units receive stable support, the foundation is
expected to continuously provide sponsorships to them in 2018 in order to assist more schoolchildren.
Furthermore, the USI Education Foundation also provides sponsorships to societies and clubs registered at
various colleges and universities in order to encourage societies and clubs at colleges and universities to engage in
services such as education-related public welfare activities for the disadvantaged, public welfare activities associated
with rural education, as well as ecology and environmental protection education. The main types of activities
sponsored by the foundation include education services activities in the following areas: languages, mathematics,
nature, society, arts, life counseling, health, moral education, information education, environmental education and
environmental protection education. The foundation hopes to provide the disadvantaged and rural people with
diversified education through high-quality resources and manpower at colleges and universities. A total of 124
applications from 33 schools were filed in 2017 and 56 events in 28 schools were sponsored. The total sponsorship
was NT$440 thousand. We have cumulatively awarded NT$2.49 million in the past six years. The total number of
volunteers totaled approximately 6,626 and the number of schoolchildren participants totaled approximately 14,584.
Due to a considerable number of applications over the past years, our performance in encouraging young students to
organize public service club activities has been significant. We shall therefore continue to sponsor such activities in
2018.
VII. A clear statement shall be made if the Company's corporate social responsibility report complies with verification
standards of relevant certification bodies: None
----- End of picture text -----

51

Note 1: Regardless of whether "Yes" or "No" is selected, provide a brief description in the Summary column. Note 2: Companies that have already prepared their own CSR reports may specify ways to access the report and indicate the page numbers of the cited content in place of the abovementioned summary description. Note 3. CSR Committee

The organizational chart and members are as follows:

==> picture [360 x 171] intentionally omitted <==

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

CSR Committee
Chief commissioner: Independent Director Shen Shang-Hung
Deputy chief commissioner: General Manager Li Kuo-Hung
Other Members: Chairman Wu I-Kuei, Independent Director Cheng Tun-Chien
Project Secretary
Corporate Governance Environmental
Social Relationship
Task Force Protection Task Force
Task Force
----- End of picture text -----

Committee Organization
Rules
Members Primary Functions State of
Operations
CSR
Committee
The Committee is
composed of the
Chairman of the
Board, General
Manager, and two
Independent
Directors decided
by the Board of
Directors. One
Independent
Director shall
serve as Chairman
and the General
Manager shall
serve as the
Deputy Chairman.


Chief commissioner:
Independent
Director Shen
Shang-Hung
Deputy chief commissioner:
General
Manager Li
Kuo-Hung
Other commissioners:
Chairman Wu I-
Kuei,
Independent
Director Cheng
Tun-Chien
The responsibilities of the Committee
shall include the following items:
1. Determining the CSR policy;
2. Outlining the CSR strategy, annual
plan, and project plans;
3. Supervising the plans of SCR
strategies, the implementation of the
annual plan and project plans, and
evaluate the implementation.
4. Reviewing and approving the corporate
social responsibility report;
5. Report the implementation of CSR
activities to the Board of Directors
each year;
6. Other matters to be conducted by the
committees per Board of
Directors‘ resolution.
The first
meeting was
convened in
March 2018.

52

(VI). Implementation of Ethical Corporate Management and Measures for its Implementation

Implementation of Ethical Corporate Management:

Evaluation Item Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies
between its
implementation and
the Ethical Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
I.
Formulating Ethical Corporate
Management Policies and Programs
(I).
Does the company specify ethical
corporate management policies and
programs in its regulations and
external documents? Do the Board of
Directors and the management team
actively advocate and implement
these policies?
(II).
Has
the
company
formulated
solutions
to
prevent
unethical
conduct from taking place, specified
all the solutions in its operating
procedures,
conduct
guidelines,
punishments
for
violations
and
complaint and grievance channels.
and implemented these solutions?
(III). Does the company take preventive
measures against operating activities
stipulated in Article 7, Subparagraph
2
of
the
Ethical
Corporate
Management Best Practice Principles
for TWSE or TPEx Listed Companies
or those with higher risks of unethical
conduct in other scopes of business?




















V
V
V
(I).
The
Group
upholds
the
business
philosophy
of
"Solid
Operation,
Professional
Management,
Seeking
Excellence and Serving the Society" and
exercises its corporate culture that "seeks
truth, honesty and comprehensiveness".
The
Company
has
established
its
Guidelines for the Adoption of Codes of
Ethical Conduct for Directors and
Managerial Officers to specify its ethical
corporate management policies. The
Company’s Board of Directors and
management team have promised to
actively implement these policies.
(II).
The Company has formulated the Ethical
Corporate Management Best Practice
Principles and the Procedures for Ethical
Management
and
Guidelines
for
Conduct, while the Group has also
formulated the Code of Conduct for
Employees Regarding Concurrent and
Part-time
Work.
In
addition,
the
Company has set up an Ethical Corporate
Management section on its website to
educate and promote ethical conduct and
organizes related training courses.
(III). The Company has effectively prevented
bribery and illegal political contributions
by establishing the Audit Committee
mailbox,
authorization
regulations,
internal control systems, routine audits
and ad-hoc audits.





























Consistent with the
Ethical
Corporate
Management
Best
Practice Principles for
TWSE
or
TPEx
Listed Companies
II.
Implementing Ethical Corporate
Management
(I).
Has the company evaluated the ethics
records of counterparties to its
business dealings, and specified
ethical business policies in contracts
with counterparties related to its
business dealings?
(II).
Has the company established a full-
time (or part-time) unit directly under
the supervision of the Board, which is
dedicated
to
promoting
ethical








V
V
(I).
The Company has requested for terms of
ethical conduct to be clearly defined in
commercial contracts in accordance with
its Ethical Corporate Management Best
Practice Principles and the Procedures for
Ethical Management and Guidelines for
Conduct.
(II).
The Company has designated the Human
Resources
Division
as
the
unit
responsible for implementing ethical
corporate management. It reports the










Consistent with the
Ethical
Corporate
Management
Best
Practice Principles for
TWSE
or
TPEx
Listed Companies

53

Evaluation Item Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies
between its
implementation and
the Ethical Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
corporate management and regularly
reports its implementation to the
Board of Directors?
(III). Has the company established policies
to prevent conflicts of interest,
provided an appropriate channel for
reporting
such
conflicts
and
implemented them?
(IV). Has the company established an
effective accounting system and
international
control
systems
to
implement
ethical
corporate
management, designated its internal
audit unit to perform regularly audits
or commissioned CPAs to perform
audit?
(V). Does the company regularly hold
internal and external training related
to ethical corporate management?















V
V
V
implementation status to the Board of
Directors regularly every year..
(III). The Company has
formulated the
"Guidelines for the Adoption of Codes of
Ethical Conduct for Directors and
Managerial Officers" to prevent conflict
of interest and provide suitable channels
for Directors, managers, and employees
to explain any potential conflict of
interest with the Company.
(IV). The Company's accounting systems and
internal
control
systems
can
run
independently and objectively. Internal
control personnel regularly report to the
Audit Committee and the Board of
Directors. CPAs appointed by the
Company regularly perform internal
audits and hold discussions with the
management.
(V). The Company continues to promote and
hold education and training programs and
a total of 131 participants recorded a total
of 218 hours of attendance in related
internal and external courses within the
scope of ethical corporate management in
2017 (ethical corporate management
legal compliance, information disclosure
and prevention of Insider trading,
accounting system and internal controls
etc.).

























III.
Implementation of the Company's
Whistleblowing System
(I).
Has the company established a
specific whistleblowing and reward
system,
set
up
convenient
whistleblowing
channels
and
designated appropriate personnel to
handle
investigations
against
wrongdoers?
(II).
Has
the
company
established
standard operating procedures for
investigating reported cases and
related confidentiality mechanisms?
(III). Has the Company set up protection
for whistleblowers to prevent them
from being subjected to inappropriate
measures as a result of reporting such
incidents?













V
V
V
(I).
The Company has established the
Procedures for Handling Cases of Illegal
and Unethical or Dishonest Conduct and
provided internal and external channels
for whistleblowing. Moreover, the
Company has also set up a designated
unit to handle related matters.
(II).
The procedures above specify the
handling procedures after receiving a
whistleblowing report. The process is
conducted in a confidential and rigorous
manner.
(III). The procedures above also specify that
whistleblowers or persons involved in
investigations shall be fully protected
and the confidentiality of their identities
fully maintained, so that they will not be
subjected to unfair treatment or
retaliation.
Consistent with the
Ethical
Corporate
Management
Best
Practice Principles for
TWSE
or
TPEx
Listed Companies

54

Evaluation Item Status of Implementation (Note 1) Status of Implementation (Note 1) Status of Implementation (Note 1) Discrepancies
between its
implementation and
the Ethical Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
IV.
Enhancing Information Disclosure
Does the company disclose its ethical
corporate management policies and
the results of its implementation on
the company’s website and MOPS?
V The Company has placed ethical corporate
management policies and education
information in the "Ethical Corporate
Management" section in its internal website for
employees to review and placed the "Ethical
Corporate Management Best Practice
Principles" and annual reports on the external
website (http://www.apc.com.tw/zh-
tw/dirServices/frmServices2.aspx) (as well as
the MOPS) to disclose related information on
ethical corporate management.
Consistent with the
Ethical
Corporate
Management
Best
Practice Principles for
TWSE
or
TPEx
Listed Companies
V.
If the Company has established its own Ethical Corporate Management Best Practice Principles in accordance with
the Corporate Social Responsibility Best Practice Principles for TWSE or TPEx Listed Companies, state the
discrepancies between these principles and its implementation:
The Company has established its Guidelines for the Adoption of Codes of Ethical Conduct for Directors and
Managerial Officers, the Ethical Corporate Management Best Practice Principles, the Procedures for Ethical
Management and Guidelines for Conduct, the Code of Conduct for Employees Regarding Concurrent and Part-time
Work, and the Procedures for Handling Cases of Illegal and Unethical or Dishonest Conduct. There was no material
discrepancyduringthe implementation of these rules and regulations.
VI.
Other important information that facilitate the understanding of the implementation of ethical corporate management:
(such as review and amendment of the Company's Ethical Corporate Management Best Practice Principles):
The Company issues a signed letter titled "Reiteration of Our Company's Ethical Corporate Management
Policies" to suppliers to demonstrate its commitment to ethical corporate management, and continuously organizes
relatedpromotion and trainingactivities.

Note 1: Regardless of whether "Yes" or "No" is selected, provide a brief description in the Summary column.

55

  • (VII). Methods of inquiry on the Corporate Governance Best Practice Principles and related regulations established by the Company:

  • The Company has established the following operating procedures:

    • (1) Articles of Association

    • (2) Regulations Governing the Acquisition and Disposal of Assets

    • (3) Regulations Governing the Making of Endorsements / Guarantees

    • (4) Regulations Governing the Loaning of Funds to Others

    • (5) Guidelines for the Adoption of Codes of Ethical Conduct for Directors and Managerial Officers

    • (6) Regulations Governing the Election of Board Members

    • (7) Rules of Procedure for Board of Directors' Meetings

    • (8) Regulations Governing the Evaluation of the Performance of the Board of Directors

    • (9) Procedures for Handling Material Inside Information

    • (10) Ethical Corporate Management Best Practice Principles

    • (11) Rules of Procedure for Shareholders' Meetings

    • (12) Rules Governing the Scope of Powers of Independent Directors

    • (13) Remuneration Committee Charter

    • (14) Procedures for Ethical Management and Guidelines for Conduct

    • (15) Corporate Governance Best Practice Principles

    • (16) Audit Committee Charter

    • (17) Corporate Social Responsibility Best Practice Principles

    • (18) CSR Committee Charter

    • (19) Employee Work Rules

    • (20) Directions for the Management of Employee Complaint, Grievance and Suggestion Mailboxes

    • (21) Procedures for Handling Cases of Illegal and Unethical or Dishonest Conduct

    • (22) Corporate Governance Self-Evaluation Report

  • As of the publication date of this annual report, refer to the following for the Company's Corporate Governance Best Practice Principles and other related regulations:

    • (1) Corporate Governance section of the Market Observation Post System (http://mops.twse.com.tw/mops/web/index)

    • (2) Corporate Governance section under Investor Relations on the Company's official website (http://www.apc.com.tw)

  • (VIII).Other material information that can enhance the understanding of the state of corporate governance at the Company:

The Company regularly performs audit of its subsidiaries, and regularly analyzes and reviews the financial and business information of its subsidiaries in accordance with the requirements for supervision and monitoring of subsidiaries stipulated in the Regulations Governing Establishment of Internal Control Systems by Public Companies.

56

(IX). Implementation of Internal Control System

1. Statement on Internal Control

Asia Polymer Corporation Statement on Internal Control System

March 12, 2018

According to the results from our self-evaluation, the Company shall make the following statements on our internal control system in 2017:

  • I. The Company acknowledges that the establishment, implementation and maintenance of the internal control system are the responsibilities of the Company's Board of Directors and managerial officers, and thus the Company has established such a system. The objectives of the internal control system include achieving various objectives in business benefits and efficiency (including profitability, performance, and protection of assets and safety); ensuring the reliability, timeliness, transparency, and regulatory compliance of reporting; and providing reasonable assurance.

  • II. An internal control system has inherent constraints. No matter how comprehensive its design may be, an effective internal control system is only capable of providing adequate assurance for achieving the abovementioned objectives. In addition, the effectiveness of the internal control system may change with the environment and under different situations. Nevertheless, the Company's internal control systems are equipped with self-monitoring mechanisms, thereby allowing the Company to take immediate remedial actions in response to any identified deficiency.

  • III. The Company determines whether or not the design and implementation of its internal control system is effective according to the items for determining the effectiveness of internal control systems as stated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Regulations"). The items for the determination of internal control systems adopted in the Regulations has identified five key components based on management control processes: (1) control environment, (2) risk assessment, (3) control operations, (4) information and communication, and (5) monitoring operations. Each component includes a number of items. For more information on the abovementioned items, please refer to the Regulations.

  • IV. The Company has adopted the items for determining internal control systems in order to evaluate the effectiveness of its internal control system design and implementation.

  • V. Based on the above results, the Company believes that the design and implementation of its internal control systems (including supervision and management of its subsidiaries), as of December 31, 2017, and the understanding of the level of goal achievement in regards to operational benefits and efficiency, as well as whether the reporting is reliable, timely and transparent and whether it complies with the relevant laws and regulations, is effective and can reasonably assure the accomplishment of the abovementioned goals.

  • VI. The Statement shall become the main content of the Company's annual report and prospectus and shall be made public. Should the abovementioned content contain illegalities such as fraudulent and hidden information, the Company shall assume legal liabilities involving Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

  • VII. The Statement has been approved by the Company's Board of Directors on March 12, 2018, where zero out of the nine directors present voted against the resolution and the remaining directors agreed with the content of the Statement.

Asia Polymer Corporation Chairman: Wu I-Kuei General Manager: Li Kuo-Hung

==> picture [71 x 71] intentionally omitted <==

57

  1. Where CPAs are commissioned to audit the Company's internal control systems, the audit report prepared by the CPAs shall be disclosed: Not applicable

  2. (X). Penalties imposed on the Company and its internal staff, penalties imposed on its internal staff by the Company for violation of internal control regulations, major deficiencies and status of improvements made in the most recent fiscal year up to the publication date of this annual report: None.

  3. (XI). Key resolutions adopted by the Shareholders' Meeting and the Board of Directors in the most recent fiscal year up to the publication date of this annual report

1. Shareholders' Meeting

Year of
Meeting
Date
of
Meeting

Key Resolutions and Implementation
2017 06/08/2017 The minutes of the Shareholders' Meeting were posted onto MOPS on June 26, 2017.
The resolutions and their status of implementation are as follows:
1. Approve the 2016 Account Book
Implementation status: Resolution passed
2. Approve the 2016 earnings distribution plan
Implementation status: Resolution passed A total of NT$301,814,397 were
distributed to the shareholders as cash dividends, and the record day
was August 4, 2017. All the cash dividends were completely
distributed on August 25, 2017. A total of NT$150,907,190 were
distributed to the shareholders as stock dividends in which 15,090,719
new shares were distributed. All the stock dividends were completed
distributed on September 14, 2017.
3. Deliberate on capital increase by retained earnings
Implementation status: Resolution passed The resolution was declared effectively
by the Securities and Futures Bureau under the Financial Supervisory
Commission on June 21, 2017 and was approved as stated in the
approved letter with Reference No. Ching Shou Shang Tzu
10601121270 dated August 30, 2017. The Company issued
15,090,719 new shares, where 30 new shares were distributed for each
thousand shares held. The record date approved by the Board of
Directors was August 4, 2017, and all the new shares were completely
distributed on September 14, 2017.
4. Deliberate on the amendment of the Regulations Governing the Acquisition and
Disposal of Assets
Implementation status: The resolution was passed and has been implemented
according to the resolution passed by the Shareholders' Meeting.
5. Deliberate on the amendment of the Procedures for Loaning of Funds to Others
Implementation status: The resolution was passed and has been implemented
according to the resolution passed by the Shareholders' Meeting.
6. Deliberate the removal of the non-compete clause for Directors
Implementation status: Resolution passed

58

2. Board of Directors Meeting

Session (Year)
of Meeting
Date of
Meeting
Key Resolutions
1st Meeting in
2017

03/14/2017
1. Approved the 2016 reward distribution plan for directors and employees
2. Approved the 2016 Account Book
3. Approved the 2016 profit distribution plan
4. Approved capital increase by retained earnings
5. Approved the amendment of certain articles in the Regulations Governing the
Acquisition and Disposal of Assets
6. Approved the amendment of certain articles in the Procedures for Loaning of
Funds to Others
7. Approved the recommendation to lift competition restrictions against
directors at the Annual General Meeting
8. Approved matters related to the convening of the 2017 Annual General
Meeting
9. Established the period for acceptance of shareholders' proposals from April
1, 2017 to April 11, 2017
10. Approved remuneration of CPAs for year 2016
11. Approved the 2017 Evaluation of the Independence of Appointed CPAs
12. Approved the appointment of CPAs for year 2017
13. Approved the issuance of the 2016 Statement on Internal Control System
14. Approved the change of the chief auditor
15. Authorized the Chairman to sign and deliver shot-term credit loan contracts
and related documents to financial institutions
16. Approved donations to the USI Education Foundation
2nd Meeting in
2017

05/08/2017
1. Ratified short-term credit loan contracts and related documents signed with
and delivered to financial institutions
2. Approved the amendment of internal control systems
3rd Meeting in
2017

06/19/2017
Approved the issuance of new shares
4th Meeting in
2017

08/09/2017
1. Ratified short-term credit loan contracts and related documents signed with
and delivered to financial institutions
2. Approved the 2017 Quarter 2 Consolidated Financial Statements
3. Approved the amendment of certain articles in the Rules of Procedure for
Board of Directors' Meetings
4. Approved the amendment of certain articles in the Audit Committee Charter
5. Approved the lifting of competition restrictions against independent director
Mr. Shen Shang-Hung
5th Meeting in
2017

11/09/2017
1. Ratified short-term credit loan contracts and related documents signed with
and delivered to financial institutions
2. Approved the 2018 company budget
3. Approved the 2018 audit plan
4. Approved the amendment of certain articles in the Rules Governing the Scope
of Powers of Independent Directors
5. Approved the formulation of the Regulations Governing the Evaluation of the
Performance of the Board of Directors
6. Approved the formulation of the Procedures for Handling Cases of Illegal and
Unethical or Dishonest Conduct
6th Meeting in
2017

12/22/2017
1. Ratified three-year medium-term loan limit signed with First Commercial
Bank
2. Ratified the mid-term unsecured comprehensive limit signed with O-Bank
3. Ratified three-year medium-term loan limit signed with Bank SinoPac
4. Approved to establish the Corporate Social Responsibility Committee and the
Corporate Social Responsibility Committee Charter
5. Elected two Independent Directors Shen Shang-Hung and Cheng Tun-Chien
as members of the CSR Committee and Director Shen Shang-Hung was
appointed as convener.

59

Session (Year)
of Meeting
Date of
Meeting
Key Resolutions
6. Passed the amendment of the certain clauses of "Handling Cases of Illegal and
Unethical or Dishonest Conduct"
1st Meeting in
2018

03/12/2018
1. Ratified the renewal of the three-year medium-term loan limit signed with
Yuanta Commercial Bank
2. Ratified the renewal of the three-year medium-term loan limit signed with
KGI Bank
3. Approved the 2017 Account Book
4. Approved the 2017 reward distribution plan for directors and employees
5. Approved the 2017 earnings distribution plan
6. Approved capital increase by retained earnings
7. Approved the amendment of certain articles in the Regulations Governing
the Making of Endorsements / Guarantees
8. Approved the recommendation to lift competition restrictions against
directors at the Annual General Meeting
9. Approved matters related to the convening of the 2018 Annual General
Meeting
10. Established the period for acceptance of shareholders' proposals: March 29,
2018 to April 8, 2018
11. Approved remuneration of CPAs for year 2017
12. Approved the 2018 Evaluation of the Independence of Appointed CPAs
13. Approved the appointment of CPAs for year 2018
14. Approved the issuance of the 2017 Statement on Internal Control System
15. Authorized the Chairman to sign and deliver shot-term credit loan contracts
and related documents to financial institutions
16. Approved donations to the USI Education Foundation

(XII). Dissenting opinions or qualified opinions on resolutions passed by the Board of Directors that are made by directors or supervisors, and are documented or issued through written statements, in the most recent fiscal year up to the publication date of this annual report:

No such situation at the Company in the most recent fiscal year up to the publication date of this annual report

(XIII).Summary of the resignation and dismissal of the Company's Chairman, General Manager, Accounting Manager, Finance Manager, Head of Internal Audit and Head of Research and Development in the most recent fiscal year up to the publication date of this annual report:

  1. Summary of the resignation and dismissal of persons associated with financial statements
Title Name Date Appointed Date
Dismissed
Reasons for
resignation or
dismissal
Audit
Manager
Tang Ta-
Chun
03/05/2004 03/14/2017 Retired
Auditor Chuang
Chia-Fang
03/14/2017 Newly Appointed

Note: Persons associated with financial statements refer to the Chairman, General Manager, Accounting Manager and Head of Internal Audit.

  1. Status of remaining persons who are yet to resign or be dismissed:

60

V. Information Regarding CPA Fees

The Company may choose to disclose CPA fees by range or individual amount:

Name of CPA Firm Name of CPA Name of CPA Audit Period Remarks
Deloitte & Touche CPA Huang Hsiu-
Chun
CPA Wu Shih-
Tsung
2017

Note: If the Company has replaced the CPAs or accounting firm in the current fiscal year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column.

Unit: NT$ thousands

Fee Item
Range of Fees
Fee Item
Range of Fees

Audit Fee
Non-Audit Fees Total
1 Less than NT$2,000 thousand 0 40 40
2 NT$2,000 thousand (inclusive) - NT$4,000
thousand
3,020 0 3,020
3 NT$4,000 thousand (inclusive) - NT$6,000
thousand
0 0 0
4 NT$6,000 thousand (inclusive) - NT$8,000
thousand
0 0 0
5 NT$8,000 thousand (inclusive) - NT$10,000
thousand
0 0 0
6 Over NT$10,000,000(inclusive) 0 0 0
  • (I). If the non-audit fees paid to the CPAs, their accounting firm and affiliated companies of their accounting firm exceed one-fourth of the audit fees paid to them, the amount of audit and non-audit fees, and the content of non-audit services shall be disclosed:

Unit: NT$ thousands

Name of
CPA Firm
Name of
CPA
Audit
Fee
Non-Audit Fees Non-Audit Fees Non-Audit Fees Non-Audit Fees Non-Audit Fees Audit
Period
Remarks
System
Design
Busines
s
Registra
tion
Human
Resour
ces
Others
(Note 2)
Subtotal
Deloitte &
Touche
CPA
Huang
Hsiu-Chun
3,020 0 0 0 40 0 2017 Services to be
Provided:
Audit for
recapitalization of
retained earnings
CPA Wu
Shih-Tsung
  • Note 1: If the Company has replaced the CPAs or accounting firm in the current fiscal year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column. Information regarding the audit and non-audit fees paid shall also be disclosed in order.

  • Note 2: Non-audit fees shall be listed by service item. If the Others column under Non-Audit Fees reaches 25 percent of the total non-audit fees, the service items associated with this column shall be listed in the Remark column.

61

  • (II). Where the CPA firm was replaced, and the audit fees in the fiscal year when the replacement was made were less than that in the previous fiscal year before replacement, the amount of audit fees paid before replacement and reasons for paying this amount shall be disclosed:

  • The Company did not replace the CPA firm in 2017. Therefore, this section is not applicable.

  • (III).Where the audit fees were reduced by more than 15 percent compared to the previous fiscal year, the amount and percentage of decrease in audit fees, as well as the reason for such decrease shall be disclosed:

  • The audit fees incurred to the Company in 2017 were not reduced by more than 15 percent compared to that in 2016. Therefore, this section is not applicable.

VI. Information on replacement of certified public accountants

(I). Previous CPAs: Not applicable

Date of Replacement
Reason for Replacement
and Explanation
Party

CPA
Appointer
State whether the appointer
Status
or the CPAs have Termination initiated by
terminated the appointment,
client
or whether the appointer or CPA declined to accept Not applicable
the CPAs have rejected the
(continue) the appointment
appointment
Opinion and reason for the
issuance of audit reports Not applicable
containing opinions other
than unqualified opinions in
the most recent two fiscal
years
Accounting principles orpractices
Disclosure of financial statements
Yes Audit scope orprocedures
Different opinions from the Others
issuer
None
Descriptions: None
Other items for disclosure
(where Article 10,
Subparagraph 6, Item 1-4 to
Item 1-7 of the Regulations
shall be disclosed)

62

(II). Successor CPAs: Not applicable

Name of CPA Firm Name of CPA Date of Appointment Subjects and outcomes of consultation on the accounting treatment of or application of accounting principles to specific transactions, or opinions that may be included on financial statements before the appointment of new CPAs Written opinions from successor CPAs with regards to matters with which former CPAs disagreed

  • (III). Former CPAs' reply to Item 1 and 2-3, Subparagraph 6, Article 10, Article 10 of the Regulations Governing Information to be Published in Annual Reports of Public Companies: Not applicable

  • VII. The Company's directors, general manager, managerial officer in charge of finance or accounting who has served in a CPA's accounting firm or its affiliated companies in the most recent fiscal year: Not applicable

63

  • VIII.Equity transfer or changes in equity pledged by the Company's directors, supervisors, managerial officers or shareholders with shareholding percentage exceeding ten (10) percent in the most recent fiscal year up to the publication date of this annual report:

  • (I). Changes in shareholdings of directors, supervisors, managerial officers and substantial shareholders

Title Name 2017 2017 2017 Current fiscal year up to April 30,
2018
Current fiscal year up to April 30,
2018
Number of Shares
Held Increase
(Decrease)
Number of Pledged
Shares
Increase (Decrease)

Number of Shares
Held
Increase
(Decrease)
Number of Pledged
Shares
Increase (Decrease)
Major
Shareholder
Union Polymer Int'l
Investment Corp.
5,445,316 (11,500,000) 0 0
Director Wu I-Kuei (representative
of Union Polymer Int'l
Investment Corp.)
0 0 0 0
Tai Lien International
Investment Co.,Ltd.
569,806 0 0 0
Matthew Miau
(representative of Tai Lien
International Investment
Co., Ltd.)
(Dismissed on 2018/03/13)
0 0 0 0
Ko I-Shao (representative
of Tai Lien International
Investment Co., Ltd.)
(Appointed on 2018/03/13)
Not applicable 0 0
Huang Kuang-Che
(representative of Union
Polymer Int'l Investment
Corp.)
0 0 0 0
Li Kuo-Hung
(representative of Union
Polymer Int'l Investment
Corp.)
0 0 0 0
Liu Han-Tai
(representative of Union
Polymer Int'l Investment
Corp.)
0 0 0 0
Liu Chen-Tu
(representative of Union
Polymer Int'l Investment
Corp.)
0 0 0 0
Independent
Director
Chen Ta-Hsiung 0 0 0 0
Shen Shang-Hung 0 0 0 0
Cheng Tun-Chien 0 0 0 0
Manager Wu I-Kuei 0 0 0 0
Li Kuo-Hung 0 0 0 0
Wu Ming-Tsung 0 0 0 0
Chen Jung-Hung 0 0 0 0
Chen Cheng-Shun 0 0 0 0
Shih Ju-Hsuan 0 0 0 0
TsengChing-Wei 0 0 0 0

Note 1: Shareholders who hold more than ten (10) percent of the Company's shares shall be noted as major shareholders and listed separately.

Note 2: Counterparties involved in equity transfer or pledging of equity are related parties and shall be listed in the following table.

64

  • (II). Information regarding equity transfer: Counterparties in equity transfers involving juristic persons and supervisors were non-related parties. Directors and major shareholders, supervisors who were natural persons and managerial officers did not engage in equity transfer. Therefore, this section is not applicable.

  • (III).Information regarding pledging of shares: Counterparties in the pledging of equity involving juristic person directors and major shareholders were non-related parties. Supervisors and managerial officers did not engage in the pledging of equity. Therefore, this section is not applicable.

  • IX. Information regarding the top 10 shareholders in terms of number of shares held, who are related parties or each other's spouses and relatives within the second degree of kinship:

April 7, 2018

Name (Note 1) Shares Held by the Person Shares Held by the Person Shares held by the
person's spouse and
minors
Shares held by the
person's spouse and
minors
Shares held in the name
of other persons
Shares held in the name
of other persons
Title or name and
relationship of top 10
shareholders who are related
parties or each other's
spouses and relatives within
the second degree of kinship
(Note 3)
Title or name and
relationship of top 10
shareholders who are related
parties or each other's
spouses and relatives within
the second degree of kinship
(Note 3)
Remarks
Number of
Shares
Percentage
of Shares
Held
Number
of Shares
Percentage
of Shares
Held
Number
of Shares
Percentage of
Shares Held
Title
(or Name)
Relationship
Union Polymer Int'l
Investment Corp.
Representative: Wu I-
Kuei
186,955,874 36.08% - - 0 0% China
General
Terminal &
Distribution
Corporation
Same ultimate
parent
company as
the Company
0 0% - - 0 0% None None
Tai Lien International
Investment Co., Ltd.
Representative: Ko I-
Shao
19,563,353 3.78% - - 0 0% None None
0 0% - - 0 0% China
General
Terminal &
Distribution
Co.
Director
Dunbei Branch of
Standard Chartered
Bank (Taiwan) Limited
as custodian of iShares
MSCI Emerging
Markets Index ETF
Fund Investment
Account
8,010,977 1.55% - - 0 0%
TransGlobe Life
Insurance Inc.
Representative: Peng
Teng-Te
6,900,024 1.33% - - 0 0% None None
No information given by shareholders
JP Morgan Chase Bank
Taipei Branch as
custodian of Vanguard
Total International
Stock Index Fund
Investment Account, a
series of Vanguard Star
Funds
4,923,522 0.95% - - 0 0% None None
Citibank (Taiwan) as
custodian of Dimension
Emerging Market
Evaluation Fund
Investment Account

4,834,075
0.93% - -
China General
Terminal &
Distribution
Corporation
4,616,599 0.89% - - 0 0% Union
Polymer
International
Same ultimate
parent
company as
the Company
Ko I-Shao Director of
China General

65

Name (Note 1)
Representative: Chang
Hung-Chiang
Shares Held by the Person Shares Held by the Person Shares held by the
person's spouse and
minors
Shares held by the
person's spouse and
minors
Shares held in the name
of other persons
Shares held in the name
of other persons
Title or name and
relationship of top 10
shareholders who are related
parties or each other's
spouses and relatives within
the second degree of kinship
(Note 3)
Title or name and
relationship of top 10
shareholders who are related
parties or each other's
spouses and relatives within
the second degree of kinship
(Note 3)
Remarks
Number of
Shares
Percentage
of Shares
Held
Number
of Shares
Percentage
of Shares
Held
Number
of Shares
Percentage of
Shares Held
Title
(or Name)
Relationship
Terminal &
Distribution
Co.
0 0% 0 0% 0 0% None None
Standard Chartered
Bank (Taiwan) Limited
as custodian of
Vanguard Group's
Vanguard Emerging
Markets Stock Index
Fund Investment
Account
4,238,182 0.82% - - 0 0% None None
Citibank (Taiwan) as
custodian of
Dimensional Fund
Advisors' Emerging
Markets Core Portfolio
Investment Account
3,834,888 0.74% - - 0 0% None None
Citibank (Taiwan)
Limited as custodian of
Norges Bank
Investment Account
3,446,799 0.67% - - 0 0% None None

Note 1: All the top 10 shareholders shall be listed. For juristic person shareholders, their names and the name of their representatives shall be listed separately.

Note 2: Shareholding percentage is calculated separately based on the number of shares held in the name of the person, his/her spouse and minors, and others.

Note 3: Relationships between the aforementioned shareholders, including juristic person shareholders and natural person shareholders shall be disclosed based on the financial reporting standards used by the issuer.

66

  • X. Number of shares held by the Company, its directors, supervisors, managerial officers and directly or indirectly controlled investment companies in the same investment companies, and the combined calculation of shareholding percentages

Unit: shares; %; as of December 31, 2017

Reinvestment Entities
(Note)
Invested by the Company Invested by the Company Investment by directors,
supervisors, managerial
officers and directly or
indirectly controlled
companies
Investment by directors,
supervisors, managerial
officers and directly or
indirectly controlled
companies
Combined Investment Combined Investment
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
Number of
Shares
Shareholding
Percentage
APC (BVI) Holding Co., Ltd. 11,342,594
100.00%

0
0.00%
11,342,594
100.00%
USI International Corp. 2,800,000
70.00%

1,200,000
30.00%
4,000,000
100.00%
APC Investment Corporation 20,000,000
100.00%

0
0.00%
20,000,000
100.00%
China General Plastics Corporation 39,700,480
8.07%

122,844,609
24.97% 162,545,089 33.04%
China General Terminal & Distribution Co 17,079,107
33.33%

0
0.00%
17,079,107
33.33%
Acme Electronics Corporation 6,056,623
3.32%

2,877,013
1.58%
8,933,636
4.90%
Taiwan United Venture Capital Corp. 3,913,533
8.33%

0
0.00%
3,913,533
8.33%
Swanson Plastics Corp. 11,909,495
7.95%

206,523
0.14%
12,116,018
8.09%
Thintec Materials Corporation 1,825,000
30.42%

0
0.00%
1,825,000
30.42%
USI Optronics Corporation 5,972,464
9.20%

0
0.00%
5,972,464

9.20%
Ever Conquest Global Ltd. 46,270,000
37.43%

0
0.00%
46,270,000

37.43%

Note: Invested by the Company using the equity method

67

Chapter 4 Funding Status

I. Capital and Shares

(I). Source of Share Capital

Year
Month
Issue
Price
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remarks Remarks Remarks
Number of
Shares
Amount Number of Shares Amount Source of
Capital
Capital
Increase
by Assets
Other than
Cash
Oth
ers
2017.8 10 569,676,935
shares
NT$5,696,769,350 518,114,715
shares
NT$5,181,147,150

(Note): Approved in the MOEA Shou-Shang Tzu 10601121270 Letter dated August 30, 2017.

Note 1: Information for the current fiscal year shall be added as of the publication date of this annual report. Note 2: For any capital increase, the effective (approval) date and the document number shall be added. Note 3: Shares traded below par value shall be indicated in a clear manner.

Note 4: Capital increase by currency debts or technology shall be stated and the type and amount of assets involved in such capital increase shall be noted.

Note 5: Shares traded via private placement shall be indicated in a clear manner.

Share
Type
Authorized Capital Authorized Capital Authorized Capital Remarks
OutstandingShares Unissued Shares Total
Registered
common
shares
518,114,715 shares 51,562,220 shares 569,676,935 shares Listed

Note: Please indicate whether the shares are issued by a company listed on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) (Shares of which trading is restricted on the TWSE or those which are traded on the TPEx shall be noted).

Information regarding shelf registration: Not applicable.

(II). Shareholder Structure

April 7,2018 April 7,2018 April 7,2018 April 7,2018 April 7,2018
Shareholder
Structure
Quantity


Government
Agencies
Financial
Institutions
Other Juristic
Persons
Domestic
Natural
Persons
Foreign
Institutions
and Natural
Persons
Total
Number of
Shareholders
- 2 98 44,243 98 44,441
Number of Shares
Held
- 6,900,384 220,833,401
247,682,773

42,698,157

518,114,715
Shareholding
Percentage
- 1.33% 42.62% 47.81% 8.24% 100.00%

Note: Companies primarily listed on the TWSE or the TPEx shall disclose the proportion of their shares held by investors from Mainland China. Investors from Mainland China refer to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China that are invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan.

68

Funding Status

(III).Distribution of Equity Ownership Common stocks:

April 7, 2018 Shareholding Percentage 0.72% 6.23% 5.76% 4.68% 3.15% 4.53% 5.54% 6.36% 5.62% 3.63% 1.34% 1.44% 0.68% 50.32% 100.00%

Common stocks: April 7,2018
Shareholder Ownership (Unit: Share s
Number of
Shareholders
Number of Shares
Held
Shareholding
Percentage
1 to 999 20,799 3,705,163 0.72%
1,000 to 5,000 13,943 32,264,489 6.23%
5,001 to 10,000 4,209 29,817,632 5.76%
10,001 to 15,000 2,021 24,243,920 4.68%
15,001 to 20,000 927 16,315,595 3.15%
20,001 to 30,000 977 23,448,585 4.53%
30,001 to 50,000 746 28,724,621 5.54%
50,001 to 100,000 484 32,939,175 6.36%
100,001 to 200,000 215 29,110,440 5.62%
200,001 to 400,000 71 18,788,977 3.63%
400,001 to 600,000 15 6,922,458 1.34%
600,001 to 800,000 11 7,478,422 1.44%
800,001 to 1,000,000 4 3,507,779 0.68%
1,000,001 and above (This range
can be further classified where
necessary)
19 260,847,459 50.32%
Total 44,441 518,114,715 100.00%

Preferred shares : None.

(IV).List of Major Shareholders

April 7, 2018

Preferred shares : None.
(IV). List of Major Shareholders
April 7,2018
Share
Name of Major Shareholders

Number of Shares
Held
Shareholding
Percentage
Union Polymer Int'l Investment Corp. 186,955,874 36.08%
Tai Lien International Investment Co.,Ltd. 19,563,353 3.78%
Dunbei Branch of Standard Chartered Bank (Taiwan) Limited as
custodian of iShares Core MSCI Emerging Market Index ETF
Investment Account
8,010,977 1.55%
TransGlobe Life Insurance Inc. 6,900,024 1.33%
JP Morgan Chase Bank Taipei Branch as custodian of Vanguard Total
International Stock Index Fund,a series of Vanguard Star Funds
4,923,522 0.95%
Citibank (Taiwan) as custodian of Dimension Emerging Market
Assessment Fund Investment Account
4,834,075 0.93%
China General Terminal & Distribution Corporation 4,616,599 0.89%
Standard Chartered Bank (Taiwan) Limited as custodian of Vanguard
Group's Vanguard EmergingMarkets Stock Index Fund
4,238,182 0.82%
Citibank (Taiwan) as custodian of Dimensional Fund Advisors'
EmergingMarkets Core Securities Portfolio Investment Account
3,834,888 0.74%
Citibank (Taiwan) Limited as custodian of Norges Bank Investment
Account
3,446,799 0.67%

69

  • (V). Market Price, Net Asset Value Per Share (NAVPS), Earnings Per Share (EPS), Dividends Per Share (DPS) and Related Information in the Most Recent Two Fiscal Years
Years Years
Item Year
2017
2016 Current fiscal year up
to April 30, 2018
(Note 8)
Market
Price
Stock
price
(Note 1)
Highest 20.15 20.95 19.35
Lowest 17.85 15.80 16.80
Average 19.00 18.56 18.26
Net Asset
Value Per
Share
(Note 2)


Before distribution
18.95 18.88 18.96
After distribution -* 18.28 ~~-*~~
Earnings
Per Share
(Note 3)
Weighted Average Number of Shares 518,114,715 503,023,996 518,114,715

Earnings per share before retrospective
adjustment
1.09 1.32 0.16
Earnings per share after retrospective
adjustment
1.09 1.29 -
Dividends
Per Share
(DPS)

Cash dividends
0.2* 0.60 -
Stock
dividends
Dividends from retained earnings 0.7* 0.30 -

Dividends from capital reserve
-* - -
Cumulative undistributed dividends(Note 4) 0 0 -
Return on
investmen
t
Price-to-earnings ratio(Note 5) 17.31 13.67 -
Price/dividend ratio(Note 6) 94.35 30.08 -
Cash dividendyield(Note 7) 1.06% 3.32% -

*Based on the profit distribution plan which has been approved by the Board of Directors but is yet to be acknowledged by the Shareholders' Meeting

  • If retained earnings or capital reserves were used for capital increase, market prices and cash dividends that were retroactively adjusted based on the number of shares after distribution shall be disclosed.

  • Note 1: List the highest and lowest market price of ordinary shares for each fiscal year and calculate the average market price for each fiscal year based on trading value and volume in each fiscal year.

  • Note 2: Fill these rows based on the number of shares that have been issued at the end of the fiscal year and the distribution plan approved at the Shareholders' Meeting in the subsequent fiscal year.

  • Note 3: If there is any retroactive adjustment required due to stock dividends, earnings per share before and after such adjustment shall be listed.

  • Note 4: If there is any condition in issuing equity securities that allows for an undistributed dividend for the fiscal year to be accumulated to subsequent fiscal years in which there is profit, the Company shall separately disclose cumulative undistributed dividends up to that fiscal year.

  • Note 5: Price/earnings ratio = Average closing price per share for the current fiscal year / earnings per share

  • Note 6: Price/dividend ratio = Average closing price per share for the current fiscal year / cash dividend per share

  • Note 7: Cash dividend yield = Cash dividend per share / average closing price per share for the current fiscal year

  • Note 8: Data on net asset value per share and earnings per share from the latest quarter that has been verified by CPAs up to the date of publication of this annual report shall be filled. For all other columns, the Company shall fill information for the current fiscal year until the publication date of this annual report.

70

Funding Status

(VI).Dividend Policy of the Company and Its Implementation

  1. Dividend policy stipulated in the Company's Articles of Incorporation If the Company posts a net income after taxes (NIAT) as indicated in its final

annual accounts for the current fiscal year, the Company shall use its NIAT to cover cumulative loss in the previous fiscal year. If there is remaining balance, ten (10) percent of this balance has to be set aside as statutory reserves, while the rest shall be regarded as distributable profit. This distributable profit shall then be combined with undistributed earnings that have been accumulated in previous fiscal years. Part of this combined amount shall be recognized as or transferred to special reserves as required by the law or the competent authority, while the remaining balance shall be regarded as cumulative distributable profit. The Board of Directors shall propose a profit distribution plan which is then submitted to the Shareholders' Meetings for approval. The Shareholders' Meeting shall retain all or part of the Company’s profit based on its business performance.

In regards to the resolution on earning distribution, it has been decided that, due to the fact that the industry to which the Company belongs is in the maturity stage and taking into account R&D needs and business diversification, dividends paid to shareholders shall not be less that ten (10) percent of distributable profit in the current fiscal year, where cash dividends shall not be less than ten (10) percent of the total dividends. However, no dividend shall be distributed if the distributable profit per share in the current fiscal year is less than NT$0.1.

  1. Dividend distribution to be proposed to the shareholders' meeting:

  2. (1) Stock dividends: The allocation of NT$362,680,300 from retained earnings in 2017 for capital increase, in which 70 shares were distributed for every 1,000 shares held, has been proposed. The proposal is still pending approval at the Annual General Meeting before it is submitted to the competent authority for approval. The Board of Directors will set the date for the distribution of stock dividends.

  3. (2) Cash dividends: The allocation of NT$ 103,622,943 from retained earnings in 2017 for the distribution of cash dividends, where a dividend of NT$ 0.2 will be paid for every share, has been proposed. The proposal is still pending approval at the Annual General Meeting before the Chairman of the Board is given the authority to set the date for the distribution of cash dividends.

  4. Any expected material changes to the dividend policy shall be further explained: Not applicable.

71

  • (VII). Effects on the Company’s business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent Shareholders' Meeting:

No financial forecast was prepared for year 2018. Therefore, there is no need to disclose forecast information.

disclose forecast information. disclose forecast information. disclose forecast information.
Year
Item

2018
(Estimated)
Beginning paid-in capital NT$5,181,147,150
Distribution of
dividends in
the current
fiscal year

Cash dividendper share
NT$0.20

Number of shares distributed per share held due to capital
increase byretained earnings

0.07 shares
Number of shares distributed per share held due to capital
increase bycapital reserve

0 shares
Change in
operating
performance
Operatingincome Not applicable
Percentage of increase (decrease) in operating profit over the
sameperiod in theprevious fiscalyear
Net income after taxes(NIAT)
Percentage of increase (decrease) in NIAT over the same
period in theprevious fiscalyear
Earnings Per Share
Percentage of increase (decrease) in EPS over the same
period in theprevious fiscalyear
Annual average return on investment (reciprocal of average
annualprice/earnings ratio)
Pro forma
earnings
per share
and
price/earnin
gs Ratio
If capital increase by retained
earnings is entirely replaced
by cash dividend distribution
Pro forma earnings per share
Pro forma average annual
return on investment
If capital reserve is not used
for capital increase
Pro forma earningsper share
Pro forma average annual
return on investment
If capital reserve is not used
for capital increase and
capital increase by retained
earnings is replaced by cash
dividend distribution
Pro forma earningsper share
Pro forma average annual
return on investment

Note: Distribution of dividends in 2018 is based on the earnings distribution plan approved by the Board of Directors on March 12, 2018.

  1. The Company shall describe the underlying assumptions on which the estimates or information prepared are based.

  2. If capital increase by retained earnings is fully replaced by cash dividend distribution, dividend per share = [Net profit after taxes - interest expense arising from cash dividends x (1 - tax rate)] / (Total number of shares issued at the end of the current fiscal year - number of shares allocated from earnings*)

Interest expense arising from cash dividends* = Amount of capital increase by retained earnings x one-year general loan interest rate

Number of shares allocated from surplus earnings**: Number of shares added due to the allocation of shares from earnings in the previous fiscal year

  1. Annual average price-to-earnings ratio = Annual average market price per share / Earnings per share reported in the annual financial statements

72

Funding Status

  • (VIII). Rewards Distributed to Employees and Directors:

  • Percentage or range of rewards distributed to employees and directors as stipulated in the Company's Articles of Association:

    • (1) Employee rewards: Employee rewards shall not be less than one (1) percent of the Company's profit in the current fiscal year. The abovementioned employee rewards can be distributed in the form of shares or cash. Rewards shall be distributed to employees of the Company's subordinate companies when they meet certain conditions. Such conditions shall be set by the Board of Directors.

    • (2) Directors' rewards: Directors' rewards shall not exceed one (1) percent of the Company's profit in the current fiscal year.

  • Basis for estimating the amount of rewards to be distributed to employees and directors, basis for calculating the number of shares to be distributed as employee rewards and accounting treatment for discrepancies between the actual and estimated amount of rewards to be distributed for this period:

    • (1) Basis for estimating employee rewards: To be calculated based on the condition that employee rewards shall not be less than one (1) percent of the Company's profit in the current fiscal year.

    • (2) Basis for calculating the number of shares to be distributed as employee rewards: Not applicable.

    • (3) Accounting treatment for discrepancies between the actual and estimated amount of rewards to be distributed: Handled according to changes in accounting estimates

  • Distribution of rewards approved by the Board of Directors: (1) Rewards for employees and directors shall be distributed in the form of cash or shares. If there is any discrepancy between the abovementioned amount and estimated amount of recognized expenses for the current fiscal year, the amount, causes and treatment of such discrepancy shall be disclosed:

     - Employee rewards: NT$6,592,721 is distributed in cash. Directors' rewards: None.
    
     - There was no discrepancy between the amount of rewards to be distributed as approved by the Board of Directors and the recognized amount of rewards for employees and directors.
    
    • (2) Amount of employee rewards distributed in the form of shares and its proportion to NIAT provided in the parent company-only or individual financial statements, as well as its proportion to the total amount of employee rewards:

      • Not applicable as employee rewards were not distributed in the form of shares.
  • If there is any discrepancy between the actual amount of rewards distributed to employees and directors (including number and dollar amount of shares distributed, as well as share price) and the recognized amount of rewards for employees and directors in the previous fiscal year, the amount, causes and treatment of such discrepancies shall be stated:

    • (1) Employee rewards: The shareholders' meeting resolved to distribute a total of NT$7,930,806 in employee rewards in cash.

    • (2) Directors' rewards: None.

73

  • (3) If there is any discrepancy between the actual amount and the recognized amount of rewards for employees and directors in the previous fiscal year, the amount, causes and treatment of such discrepancy shall be noted: There was no discrepancy between the actual amount and recognized amount of rewards distributed to employees and directors.

(IX).Repurchase of the Company's Own Shares: None.

II. Issuance of Corporate Bonds: None. III. Preferred Shares: None. IV. Overseas Depository Receipt: None.

  • V. Issuance of Employee Stock Options: None. VI. New Restricted Employee Shares: None. VII. Status of New Share Issuance in Connection with Mergers and Acquisitions: None. VIII. Capital Utilization Plan and Its Implementation: None.

74

Operations Overview

Chapter 5 Operations Overview

  • I. Business Activities

  • (I). Scope of Business

    1. Main content and proportion of businesses

      • (1) Manufacture, processing and sale of low-density polyethylene (LDPE)

      • (2) Manufacture, processing and sale of medium-density polyethylene (MDPE)

      • (3) Sale of high-density polyethylene (HDPE)

      • (4) Sale of linear low-density polyethylene (LLDPE)

      • (5) Manufacture, processing and sale of ethylene vinyl acetate (EVA) copolymer resins

      • (6) Manufacture and sale of degradable plastic materials

      • (7) Machinery wholesaling

      • (8) Investment industry

      • (9) Trading of plastic raw materials

In 2017, the Company's sales of low-density polyethylene resins accounted for 60% of its overall turnover while its sales of ethylene vinyl acetate resins constituted 40%.

The main business of its subsidiary, USI Trading (Shanghai) Co., Ltd is plastic raw material trading, and the revenue of this subsidiary is included in the operating income reported in the consolidated financial statements. On the other hand, its other subsidiaries including APC (BVI) Holding Co., APC Investment Corporation and USI International Corp. engage mainly in investments, and their revenues are included in the non-operating income reported in the consolidated financial statements.

  1. Current product items:

Low-density polyethylene resins: film-grade, injection molding-grade and laminating film-grade products, as well as products for other uses (low crystallization point, microfiber or foaming)

Ethylene vinyl acetate resins: film-grade, foaming-grade, laminating film-grade, electric cable-grade and photovoltaic-grade products

  1. Plans for new product development Hot melt-grade, medical-grade and other special-grade ethylene vinyl acetate resin products

  2. (II). Industry Overview

  3. Current state and development of the industry:

APC's LDPE/EVA production volume in 2017 was 135,077 metric tons which was an increase of 12,842 metric tons from the 122,235 metric tons in 2016. The total sales volume was 135,572 metric tons which was an increase of 8,225 metric tons from the 127,347 metric tons in 2016.

The price of crude oil and light fuels remained steady in 2017 but ethylene prices fluctuated due to tight supply in the Asian market and speculative operations of intermediaries and quoted prices continued to increase in August. Part of the Company's ethylene demand is still unmet and parts relied on export which increased costs. The newly added LDPE and EVA production capacity in the Asian market also increased competition and made operations more difficult than

75

past years starting in the third quarter.

LDPE export market in 2017: Due to long-term operations in high-end markets, the impact of price competition in the market has been resolved and customer operations have become smoother. However, the newly added production capacity in Asia entered the competition in mid to late Q3 and the cost of ethylene increased sales pressure. EVA: The addition of the fourth new production line allowed appropriate adjustment of EVA products. In addition to continuous development of photovoltaic-grade and electric cable-grade products, we also increased the sales volume of high-end foaming and coating products. However, prices on the traditional foaming market stagnated due to the addition of new production capacity from China and the Middle East. The Company has gradually reduced the production and sales volume in these markets. Domestic sales: The supply and demand order has been relatively stable. However, the price competition from imported materials has affected the market but fortunately, we have minimized the impact with appropriate strategies.

In summary, the total sales volume of LD/EVA in 2017 was 135,572 metric tons, an increase of 6.5% from the previous year, while sales increased by 8.7%. At the same time, the total sales volume also exceeded the actual packaging production volume.

  1. Relationship between upstream, mid-stream and downstream companies:

At present, the Company mainly sources its ethylene and vinyl acetate from CPC Corporation and Dairen Chemical Corp. Hence, the Company not only continues to maintain good relationships with these companies but also continuously develops overseas supply channels in order to ensure stable supply of ethylene and reasonable cost control for the Company. In terms of sales, we have maintained parity with two domestic competitors and shall enhance product quality to meet market demands. We shall also improve the marketing of niche product and enhance inventory management to satisfy the demand of domestic and foreign customers. At the same time, we shall also develop new products and new markets to meet customer demands and expand niche and high-value products to continue the expansion of operations and company profits.

  1. Product development trends and competition:

In terms of exports, LDPE coating products have always been the Company's main sales products. Past competitors were mostly European and American brands but the price gap has decreased as competition from Mainland China, Korea, and Thailand increased their quality, which forces the Company to adjust sales prices. Profits have invariably been affected and we developed other new molding materials to compensate for the sales gap and contribute to development of the Company. EVA: After the expansion of production capacity on new product lines, - photovoltaic grade materials became the main products and we have actively added - - the development and sales of electric cable grade products and high end foaming materials to satisfy production and sales scale. The old production lines were used to develop new customers to increase the sales of coating materials and strengthen relationships with loyal customers to retain the market share in traditional foaming markets. With regard to domestic sales, we face competition from two domestic competitors as well as imports in the market due to low tariffs. In addition, taxes for imported materials can be refunded after export processing and it contributed to

76

Operations Overview

the competitive advantages of imported materials. The Company actively strengthens customer relationships and adopts appropriate sales strategies to .maintain stable market sales

The business environment remains harsh in 2018 and we must strengthen our R&D capacity to improve quality of products and win customer recognition. With regard to sales, we must strengthen market development of high profitability products and actively expand emerging export markets to reduce our excessive dependence on existing markets.

(III).Technology, Research and Development Overview

  1. Research and development (R&D) expenses in the most recent fiscal year up to the publication date of this annual report

  2. 2017: NT$6,226 thousand. As of April 2018: NT$1,901 thousand.

  3. Successfully developed technologies or products in the most recent fiscal year up to the publication date of this annual report

  4. -Development of high-end, high VA and low MI foam/injection-molded foam EVA products for shoe materials, V33121

  5. R&D projects in the most recent fiscal year

    • (1) Item: Development of batch production technologies for low crystallization point coating-grade EVA.

    • (2) Current progress of uncompleted R&D projects:

    • Development of batch production technologies for low crystallization point coating-grade EVA.

    • (3) Additional R&D expenses required: approximately NT$20,600 thousand.

    • (4) Estimated time for the completion of mass production: fourth quarter of 2018.

    • (5) Main factors affecting the success of R&D in the future:

    • Cultivation of R&D talents and technological inheritance.

    • Ample market intelligence (such as quality requirements, product usage and price acceptance).

    • Addition of necessary equipment.

  6. (IV).Long-term and Short-term Business Development Plans Short-term plans:

  7. In regards to LDPE, the Company will continue to steadily expand into the domestic and export markets for its products with good reputation. Moreover, the Company will also continuously enhance the quality performance of its special-grade products so as to expand into various categories of high-value domestic and export markets.

  8. In terms of EVA, the Company will use the existing traditional market as a foundation to continuously strengthen its relationship with its customers. In addition, the Company has already started to enhance the level of its product technology in order to develop high-value markets for special EVA applications, thereby maximizing its existing production and sales capabilities.

Long-term plans:

77

  1. The Company will stabilize and continuously enhance the quality and specificity of its LDPE / EVA products so as to solidify and expand the market for such products, as well as increase its sales and profitability.

  2. The Company will also continuously investigate and evaluate the potential of markets for high value-added ethylene derivatives / copolymers and the feasibility of mass production for these products, choose an opportunity to carry out trial production in small quantities and develop them for customer trial.
  • II. Market, Production and Sales Overview

  • (I). Market Analysis

    1. Sales regions for major products:

Among the domestic manufacturers of polyethylene (PE) plastic raw materials, the Company and USI Corporation, as well as Formosa Plastics - Corporation mainly manufacture low density polyethylene (LDPE) and ethylene vinyl acetate (EVA) resins. On the other hand, USI Corporation and Formosa - Plastics Corporation also manufacture high density polyethylene (HDPE) and .linear low-density polyethylene (LDPE) raw materials

At present, domestic sales still dominate the sales of LDPE raw materials manufactured by the Company (accounting for approximately 60% of the overall LDPE sales this year), whereas the Company's EVA raw materials are mainly .exported (accounting for approximately 94% of the overall EVA sales this year) The ratio of domestic and export sales in 2017 was 37% to 63%, respectively. Export sales included exports to Mainland China/Hong Kong, Southeast Asia, .South Asia, Middle East, South Africa, and Japan

In terms of export volume, LDPE accounted for approximately 39% of its export volume, whereas EVA constituted 61%. For domestic sales, LDPE and EVA .sales made up 93% and 7% of its overall domestic sales volume respectively 2. Market Share

In the LDPE domestic sales market, the Company accounted for 23%, USI accounted for 3%, Formosa Plastics accounted for 1%, and imported materials accounted for 73%. In the EVA domestic sales market, the Company accounted for 8%, USI accounted for 47%, Formosa Plastics accounted for 21%, and imported materials accounted for 24%. Since the total production volume of LDPE and EVA among three domestic manufacturers have exceeded domestic demand, the Company not only continues its efforts to enhance its domestic market share, but also needs to enhance its expansion into the export market so as to achieve a balance between production and sales.

  1. Supply and demand and growth of future market:

Looking forward to 2018, there has been no tightening of crude oil supply. Therefore, it is estimated that oil prices are not likely to increase sharply. With regard to ethylene, as ethylene plants in Asia enter annual overhauls starting from the end of the first quarter, it would cause shortages in the supply of ethylene in the region. It is estimated that the recent supply shortage and control exerted by large corporations in North East Asia would still cause fluctuations in spot ethylene and increase difficulties in stable material supplies.

In terms of LDPE / EVA markets, due to the official launch of new production capacity in Mainland China and competition for orders from lowpriced goods from Thailand, South Korean, and the Middle East, and coupled with

78

Operations Overview

the gradual entry of feed products such as shale gas (which are mostly made using tubular processes) into Asia, the market for this product will be increasingly competitive.

In the face of the challenges above, the Company has come up with countermeasures by not only putting in efforts to offer good services and enhance its cohesion to maintain its market share, but also flexibly employing pricing strategies to continuously expand into the high-end LDPE / EVA markets. In addition, the Company actively develops differentiated products which are difficult to replace using special processes, which will help it acquire more highvalue customers. At the same time, the Company also continues to seek ethylene supply at reasonable prices, and introduces a product mix optimization mechanism to truly grab hold of market and cost information, with a view of achieving market optimization and profit maximization.

  1. Competitive niche:

As the Company's business philosophy is "Solid Operation, Professional Management, Seeking Excellence and Serving the Society", our quality management focuses on non-stop improvement of product quality and continuous enhancement of service quality in order to provide customers with satisfactory operational quality. At present, the Company's specific strategies are to not only obtain stable supply of ethylene from the Middle East, China, and even the United States over the long term in order to compensate for inadequate supply of ethylene from CPC Corporation, but also continuously maintain the strategic alliance with USI Corporation in order to provide product support to each other, as well as - actively develop high value LD / EVA products in order to achieve the goal of .sustainable development

  1. Favorable and unfavorable factors affecting the Company's development prospects and corresponding countermeasures:

Favorable factors:

  • (1) The Company is a business unit that produces and sells a single product, namely LDPE / EVA, and is able to adjust and maneuver its production lines to respond to the latest market needs in order to enhance the competitiveness of the Company's products.

  • (2) The Company's production lines involve autoclave-type processes, and are able to produce high-end LDPE / EVA products to meet customized requirements for a small quantity of diverse products in the market.

  • (3) The Company has accumulated excellent experience in new product development.

  • (4) The Company has formed a strategic alliance with USI to provide mutual support for insufficient products so as to maximize the benefits of its production capacity.

  • (5) The Company's EVA production equipment upgrade is almost complete.

  • (6) The new EVA production line has entered mass production in 2016 and we have gradually expanded PV photovoltaic-grade materials and high-end forming materials market to increase revenue.

Unfavorable factors:

  • (1) Insufficient supply of ethylene requires the Company to make purchase

79

from foreign sources. The price of ethylene changes along with the international market and it is difficult to control price fluctuations.

  • (2) The low production capacity of the production line increases unit production costs.

  • (3) Low import tariffs for LDPE/EVA products in Taiwan have resulted in competition from low-priced imported materials from new production capacities in foreign countries. Not only has the market been divided, the sales price of LDPE / EVA products will also be indirectly affected and cannot be increased.

  • (4) LDPE/EVA have not been listed in the ECFA's Early Harvest List and Taiwan has not joined the ASEAN free trade zone. In addition, countries have established tariff agreements and caused trade barriers and unfair competition in the export market which will severely affect sales volume and prices.

  • Corresponding countermeasures: Apart from continuously seeking sources of lowpriced ethylene, investing in the Gulei Petrochemicals Project, improving and enhancing the stability and operating rate of its production equipment, increasing its production capacity and product quality to reduce production costs, as well as winning over the market, the Company is even more committed to product price rationalization and customer service. In addition, the Company also develops high value-added products in response to market trends, and opens up new export markets such as Mainland China to establish a stable customer base over the long term to increase operating profits.

(II). Important Uses and Production Processes of Major Products

  1. Important uses of major products

The Company's low-density polyethylene (LDPE) plastic pellets can be divided into the following categories according to their applications - film-grade, injection molding-grade and laminating film-grade. Film-grade LDPE plastic pellets are mainly used for processing various packaging films, whereas injection molding-grade LDPE plastic pellets are mainly used for processing and manufacturing artificial flowers, various types of household plastic products and electronic components and parts. On the other hand, laminating film-grade LDPE plastic pellets are mainly used as a laminating film for various types of packaging films, as well as various types of protective films. Another product, ethylene vinyl acetate (EVA) copolymer resin, is mainly used in the production of foam shoes, sports equipment, various types of films, solar cell packaging films, hot-melt adhesives, protective films, as well as wire and cable insulation shields due to its high toughness and flexibility.

80

Operations Overview

  1. Production processes for major products LDPE and EVA

==> picture [475 x 114] intentionally omitted <==

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

Vinyl
acetate
catalyst
Ethylene Compressor Reaction High- Extrusion Storage Product Storage
feed tank pressure granulator tank packaging and
separation transportation
tank
----- End of picture text -----

(III).Supply of Major Raw Materials

  1. Ethylene

The Company has signed an ethylene purchase agreement with CPC Corporation. However, the supply provided by the ethylene purchase agreement from CPC cannot satisfy the Company's demand. The deficiencies are supplemented by ethylene imported by USI Corporation on behalf of the Company.

  1. Vinyl acetate monomer (VAM)

As the Company produces ethylene vinyl acetate copolymer resins, the Company purchases vinyl acetate monomers (VAM) from Dairen Chemical Corp. and abroad to provide sufficient supply to the Company.

81

  • (IV).Name of customers who account for more than ten (10) percent of the total purchases (or sales) of goods and their amount and proportion of purchases (or sales) of goods in any one of the most recent two fiscal years, and reasons for the increase or decrease in purchases or sales of goods

  • List of customers who account for more than ten (10) percent of the total purchases of goods and their amount and proportion of purchase of goods, and reasons for the increase or decrease in purchases of goods

Information regarding main suppliers in the most recent two fiscal years

Unit: NT$ thousands

2017 2017 2017 2017 2016 2016 2016 2016 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2)
Item Name Amount Percentage to
annual net
purchase
Relations
hip with
issuer
Name Amount Percentage to
annual net
purchase
Relations
hip with
issuer
Name Amount Percentage to net
purchase in the year up
to the first quarter (%)
Relationshi
p with
issuer
1 CPC Corporation 2,051,079
45.77
None CPC Corporation 2,286,166 59.18 None CPC Corporation 589,188 51.91 None
2 Marubeni 864,579
19.29
None Marubeni 486,958 12.61 None Marubeni 185,313 16.33 None
3 Mitsubishi 704,630
15.72
None Mitsubishi 428,081 11.08 None Mitsubishi 43,985 3.87 None
4 Other 860,888
19.22
- Other 661,797 17.13 - Other 316,625 27.89 -
Net purchases of
goods
4,481,176
100.00
- Net purchases of
goods
3,863,002 100.00 - Net purchases of
goods
1,135,111 100.00 -
  • Note 1: List the name of suppliers who account for more than ten (10) percent of the total purchases of goods and their amount and proportion of purchase of goods in the most recent two fiscal years. However, if the name of suppliers or counterparties who are individuals or non-related persons cannot be revealed due to contractual agreements, their codes shall be indicated.

  • Note 2: As of the publication date of this annual report, if financial information of companies that are publicly listed or whose shares are traded on the TPEx were recently audited or reviewed by CPAs, such information shall be disclosed.

Reason for increase or decrease: The purchase amount from CPC Corporation in 2017 decreased due to a longer overhaul of the Company.

82

  1. List of customers who account for more than ten (10) percent of the total sales of goods and their amount and proportion of sales of goods, and reasons for the increase or decrease in sales of goods:

Information regarding main customers in the most recent two fiscal years Unit: NT$ thousands

2017 2017 2017 2017 2016 2016 2016 2016 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2) 2018 upto the end of the firstquarter(Note 2)
Item Name Amount Percentage to
annual net sales
(%)
Relationshi
p with the
issuer
Name Amount Percentage to
annual net sales
(%)
Relationship
with the
issuer

Name
Amount Percentage to net sales
in the year up to the
firstquarter(%)
Relationship
with the
issuer
1 Customer A 596,780 9.32 Note 3 Customer A 942,397 15.99 Note 3 Customer A 122,373 9.23 Note 3
2 Customer B 338,322 5.28 Customer B 130,466 2.21 - Customer B 198,623 14.98 -
Other 5,469,365 85.40 - Other 4,820,472 81.80 - Other 1,005,218 75.79 -
Net sales 6,404,467 100.00 - Net sales 5,893,335 100.00 - Net sales 1,326,214 100.00 -
  • Note 1: List the name of suppliers who account for more than ten (10) percent of the total sales of goods and their amount and proportion of sales of goods in the most recent two fiscal years. However, if the name of suppliers or counterparties who are individuals or non-related persons cannot be revealed due to contractual agreements, their codes shall be indicated.

  • Note 2: As of the publication date of this annual report, if financial information of companies that are publicly listed or whose shares are traded on the TPEx were recently audited or reviewed by CPAs, such information shall be disclosed.

  • Note 3: Customer A is the parent company of a main shareholder and an affiliate with the same chairman. The sales amount to Customer A decreased in 2017 due to the reduction in the customer's demand.

83

(V). Table of production volume in the 2 most recent years

Unit: metric tons/NT$ thousands

Year
Production Value
2017 2017 2016 2016
Main Product Production
Capacity
Production
Volume
Production
Value
Production
Capacity

Production
Volume
Production
Value
Low-density
polyethylene
pellets
150,000 80,139 3,291,685 150,000 76,089 3,081,181
Ethylene vinyl acetate (EVA)
resins
54,938 2,431,379 46,146 1,934,506
Total 150,000 135,077 5,723,064 150,000 122,235 5,015,687

Note: Part of the Company's production lines can alternately produce low-density polyethylene plastic pellets and ethylene vinyl acetate resins.

(VI).Sales volume in the most recent two fiscal years

Unit: metric tons/NT$ thousands

Unit: metric tons/NT$thousands Unit: metric tons/NT$thousands Unit: metric tons/NT$thousands Unit: metric tons/NT$thousands
Year
Sales volume

2017
2016
Domestic sales Export sales Domestic sales Export sales
Main Product Volume Value Volume Value Volume Value Volume Value
Low-density
polyethylenepellets
47,099
2,417,893

31,884
1,406,951
49,561

2,380,161

30,432
1,361,601
Ethylene
vinyl
acetate(EVA)resins

3,312

174,408

51,875
2,335,921
5,122

247,712

41,182
1,850,358
Others 0
0

1,402

69,294

0

0

1,050

53,503
Total 50,411
2,592,301

85,161
3,812,166
54,683

2,627,873

72,664
3,265,462

84

Operations Overview

III. Information on employees in the last two years and as of the published date of the annual report

Year 2017 2016 Current fiscal year up to
April 30,2018
Number of
Employee
s
Staff 88 94 89
Workmen 151 148 150
Grand total 239 242 239

Average Age 46.52 46.40 46.72
Average Year of Services 17.58 17.65 17.81
Distribution of Academic
Qualifications
PhD / Master's
degree
11.72% 12.40% 12.13%
Bachelor's
degree
41.84% 40.91% 41.42%
Junior College 18.83% 19.42% 18.41%
High school /
vocational high
school
24.68% 24.38% 25.11%
Below high
school
2.93% 2.89% 2.93%

IV. Information Regarding Environmental Protection Expenditure

  • (I). Total amount of losses and penalties incurred due to environmental pollution in the most recent fiscal year up to the publication date of this annual report:

Current fiscal year up to April 30, 2018 2017

Status of Pollution (Type and Level)

Compensation claimed by / Penalty incurred by

The rupture disc of the production line reactor broke and emitted carbon powder; leaks in certain components were discovered during random inspections

None

None[Environmental Protection Bureau ] of Kaohsiung City Government

Amount of Compensation or None NT$700,000 Penalty

85

  • (II). Corresponding countermeasures (including improvement measures) and possible expenditures

  • Improvement plan: (1) Replace the rupture disc of the production line reactor; monitor the motor wattage of the reactor mixer; perform regular vibration analysis for the reactor.

    • (2) Enhance inspections, maintenance, and update of equipment and components.
  • The Company's expected environmental protection expenditures in 2018 are as follows:

Unit: NT$ thousands

Item 2018
Addition of the LEL detection instrument and interlock
function for the RTO system
1,500
Mid to low voltage control valve VOC improvement 2,800
RTO relay wind turbine (B-6608/B-6611) improvement
project
1,000
Replacement of furnace tubes of high-pressure steam boiler
(H-7202)
8,500
Reinforcement of support base for ethylene purification tower
(TW-5001)
1,200
Purchase of spare parts for reactor pressure control valves at
Linyuan Plant
7,300
Total 22,300
  • (III).The Company's response to the implementation of Restriction of Hazardous Substances Directive (RoHS) in European Union:

  • The Company's products are tested according to the FDA inspection standards in the U.S., and the Company performs other food safety inspections according to customer requirements. In other words, the Company applies stricter requirements to its products than RoHS. However, in order to comply with European Union's requirements, the Company sent its products to undergo such testing, and has successfully obtained RoHS compliance and certification.

86

Operations Overview

  • V. Labor Relations:

  • (I). Various employee welfare measures, continuing education, training, retirement system and their status of implementation, as well as agreements between the employer and employees and measures for protecting employee rights and interests:

    1. Employee welfare measures

      • (1) In addition to labor insurance and health insurance, the Company also purchases group insurance for employees including their families, as well as travel insurance for employees who often engage in business travels, so as to adequately meet employees' needs for various types of insurance.

      • (2) The Company provides regular health checkups to employees.

      • (3) An employee welfare committee has also been established to set up and promote various welfare measures including annual staff trips, marriage and funeral allowances, lunar new year benefits, birthday gifts and club activities.

    2. Employee education and training

      • (1) The Company has always paid serious attention to employee education and training. Hence, the Company has formulated a set of standards for employee training procedures, as well as implemented various learning methods including pre-employment training, on-the-job training, work instructions, classroom lectures, educational CDs or online learning based on the training needs of employees and departments in order to enhance the qualities and skills of employees.

      • (2) In order to combine both employee training and promotion, the Company has specifically established general education courses for promotion in order to encourage employees to actively learn and study. Employees must complete the prescribed courses before they can be officially promoted.

      • (3) For employees who demonstrate a strong willingness to learn and develop their potential, the Company provides grants for further education in local universities, which are supplemented with career adjustments in their respective positions in order to nurture leaders required by enterprises.

      • (4) Employee training is recorded and archived. Every year, employees have to attend at least 8 hours of internal training, which is taken into account during employees’ performance appraisal.

      • (5) At the end of each course, the Company conducts employee opinion surveys and prepares review reports. Satisfaction surveys will also be conducted at the end of each year to collect employees' opinions and recommendations on employee training as a reference for improving training.

      • (6) The Company's employee training expenditure in the most recent fiscal year:

The training items for year 2017 are listed in the Appendix section, and the Company's annual employee training expenditure for 2017 was NT$690 thousand.

87

Training Name Training
Participant
Training Name Training
Participant
Quality/environment/occupational
safety management system internal
auditor training
Employees at
the Linyuan
Plant
Practice and Scaffolding Regulations
on Steelwork for Upgrading Joints
of L1/2 Compressor Room Roof

Engineering
Section/Safety
and
Environmental
Protection
Office/Inspection
Section
2017 Labor Education and Training Employees at
the Linyuan
Plant
NACE cathodic protection
technician training
Employees of the
Inspection
Section
2017 energy conservation of
industrial public facilities training
Hu Chen-Ti SKF introduction to vibration
analysis (VAI)
Employees of the
Inspection
Section
2017 International Industrial
Pipeline Management Forum
Hsieh Wang-
Chuan/Kao
Chiang-Chun
Plant overhaul management system
establishment course
Employees at the
Linyuan Plant
Operations of forklifts and cranes of
more than 3 metric tons
Synthesis
Section/Mechan
ical Repairs
Section
Occupational safety and health
management personnel training
Liao Wen-Shih
ESCO energy-saving technology
training
Hu Chen-Ti Small-scale construction insurance
regulations training
Engineering
Section/Safety
and
Environmental
Protection Office
Analysis of old and new versions of
ISO 9001:2015
Employees at
the Linyuan
Plant
Occupational safety
training/teamwork spirit
Employees at the
Linyuan Plant
ISO14001: 2015 analysis Employees at
the Linyuan
Plant
Hazard identification, risk
assessment, and control training
Employees at the
Linyuan Plant
Live ABC training programs Employees at
the Linyuan
Plant
Seminar for the withholding and
reporting of various income
Wei Hua-Ling
Let Down Valve production
description course
Employees of
the Engineering
Affairs
Division

Continuing education certificate in
radiation safety
Employees of the
Instrument and
electrical Section
Operations of radioactive substances
or equipment that may cause
ionizing radiation
Employees of
the Instrument
and electrical
Section
Annual work performance plans and
occupation evaluation course
Employees at the
Linyuan Plant
2017 taxation regulations seminar Wei Hua-Ling Organic solvent operations
supervisor training
Synthesis
Section/First
Experiment
Section
Social engineering exercises Employees at
the Linyuan
Plant
Confined space hazard prevention
promotion
Employees of the
Synthesis Section
Type I pressure vessel operations
(retraining)
Employees of
the Synthesis
Section
Get Management Consultants
Project - Explanation of KPI for
regular employees
Employees at the
Linyuan Plant
Group insurance premium
explanation seminar
Employees at
the Linyuan
Plant
Professional piping skills evaluation
and certification training
Employees of the
Engineering
Section

88

Operations Overview

Training Name Training
Participant
Training Name Training
Participant
Hazardous Risks - Corporate Risk
and Crisis Management
All employees
in Taipei
Education on the Regulations on Air
QualityDeterioration Control(draft)
Chen Cheng-Te
Process safety assessment personnel
on-the-job training
Huang Chi-
Feng
Air compressor and air-conditioning
energy conservation monitoring and
applications
Chen Yu-Chen
Live ABC training programs Lu Shih-
Tung/Chang
Te-Kai
Emergency personnel (retraining) Synthesis
Section/Safety
and
Environmental
Protection Office
Pipeline excavation personnel
training
Engineering
Section/Inspecti
on Section
Risk basis
assessment/comprehensiveness of
facilities
Chang Hung-Tse
Description of the Group's service
years calculation plan
Employees at
the Linyuan
Plant
Special chemical operations
supervisor training
Employees of the
Synthesis Section
Temperature and pressure principles
and operations
Employees of
the Instrument
and electrical
Section
Supervisor training on dust
operations
Employees of the
Synthesis Section
Auditing Tasks in Live
Implementation
Chuang Chia-
Fang
Polyolefin technologies and
applications seminar
Liu Chen-Tu
High-pressure gas-specific
equipment operation (retraining)
Employees of
the Synthesis
Section
2017 Accounting Manager
Continuing Education Courses
Chen Cheng-
Shun
Health seminar (Stress relief) Employees at
the Linyuan
Plant
Internal audit and internal controls
case studies
Lin Chia-Huei
International trade and practice Lu Shih-Tung Network and system security
operations and auditing
Lin Chia-Huei
Training for Energy Management
Personnel
Employees of
Manufacturing
Methods
Section
Team building and techniques All employees in
Taipei
Forklift operations training Composite
Section/Process
Section
Time Is Running Out Seminar All employees in
Taipei
Pipeline integrity evaluation and
implementation technologies
Lin Shih-Chuan Information disclosure and
prevention of insider trading
All employees in
Taipei
Temperature and pressure principles
and operations
Tsai Yung-Yu EQ management and stress relief All employees in
Taipei
Smart piping device ILI inspection
technology studies
Engineering
Section/Inspecti
on Section
IoT applications - Cloud-control
appliances course
All employees in
Taipei
2017 Accounting Manager
ContinuingEducation Courses
Chan Mei-Lan Corporate business management and
practice
All employees in
Taipei
Introduction to plastics training
course
Lu Shih-
Tung/Chang
Te-Kai
Pre-job training for companies'
internal auditing personnel
Chiang I-Ting
New internal auditing regulations
and computerized auditing in
practice
Chuang Chia-
Fang
China and Taiwan negotiable
instruments laws analysis and
practice
All employees in
Taipei
  1. Retirement measures and status of implementation:

89

The Company handles employee retirement in accordance with the Labor Standards Act. The Company contributes 10 percent of the amount of each employee's monthly salary as pension reserve fund to a special account in Bank of Taiwan, and establishes a Labor Pension Reserve Fund Supervision Committee to manage and monitor such transactions. According to the Labor Pension Statutes, the Company contributes 6 percent of the amount of salary of employees, who choose to follow the new system, to their personal labor pension accounts on a monthly basis.

  1. Protection measures for agreements between the employer and employees and all employee rights

To establish excellent labor relations, the Company communicates with the representatives of the labor union to exchange ideas and opinions. The Company has also set up a suggestion mailbox so that employees can give their opinions and feedback to the Company.

  1. Related certifications obtained from the relevant competent authorities by personnel associated with the transparency of financial information:
Department Name Related Certification
Accounting
Division
Chen
Cheng-
Shun
Passed the Accountant Examination in the 2008 Advanced Examination
for Professional and Technical Personnel held by the Ministry of
Examination
Certificate No.:(97)Chuan Kao Hui Tzu No. 000012
Continuous Studies registration seal for Accounting Supervisor of
Securities Issuers, Accounting Research and Development Foundation
registration seal(July13,2017 -July14,2017)
Audit Office Chuang
Chia-
Fang
New Internal Auditing Regulations and Computerized Auditing in
Practice, Accounting Research and Development Foundation
Certificate No.: (106) Kuai Chiao (Chi) Tzu No. 1018015
Auditing Tasks in Live Implementation, Institute of Internal Auditors,
R.O.C.
Certificate No.: Chi Hsieh Bei Cheng Fa Tzu No. 1063480

6. Employees' code of conduct or ethics

In accordance with the Labor Standards Act and relevant laws, employees' work rules and various management systems (described below) have been established in order to maintain discipline and order among employees in the workplace.

  • (1) Every employee is given an Employee Work Rules Handbook which specifies the behavior or work ethic of employees, including employment, dismissal, working hours, vacation, leave, rewards and punishments, performance appraisal, retirement and welfare.

  • (2) Pre-employment training for new employees covers basic education on ethics, environmental protection, occupational safety and health management.

  • (3) Signing of Letter of Undertaking by employees: This document establishes employees' commitment towards maintaining the confidentiality of information regarding the Company's tangible and intangible operating assets, and prevents employees from infringing on the interests of the Company.

  • (4) The Company's website discloses the following: Guidelines for the Adoption of Codes of Ethical Conduct for Directors and Managerial Officers, Ethical Corporate Management Best Practice Principles, Procedures for Handling

90

Operations Overview

Material Inside Information and Procedures for Ethical Management and Guidelines for Conduct.

Please refer to the Company's website for the Employee Work Rules under the Corporate Governance section under Investor Services on the Company's website (http://www.apc.com.tw).

  1. Protection measures for work environment and employees' personal safety The Company upholds the spirit of continuous improvement and the pursuit

of perfection. Apart from continuously investing in hardware facilities to enhance pollution prevention and fire safety equipment so as to directly reduce pollutant emissions and increase production safety, the Company has also incorporated an environmental management system (ISO 14001) and an occupational health and safety management system (OHSAS 18001) to set up an excellent management system through Plan, Do, Check and Act (PDCA), thereby providing employees with a safe and healthy work environment.

With regard to employees' personal safety protection, the Company not only provides employees with personal protective equipment such as goggles, earplugs and earmuffs, as well as vertical fall arresters, but also continuously offers training related to employee safety, with hopes that manufacturing equipment can run safely in plants, thereby achieving production goals in a smooth manner.

  • (II). List the losses suffered due to labor disputes in the most recent fiscal year up to the publication date of this annual report, and disclose the estimated amount arising both at present and in the future and the corresponding countermeasures. If the amount cannot be reasonably estimated, facts of which estimation cannot be made shall be explained:

Labor relations in the Company are harmonious. As of the publication date of this annual report, there has been no labor disputes and losses arising. Such incidents are not expected to happen in the future as well.

91

VI. Important Contracts

Nature of
Contract
Party Contract
Start/End
Date
Main Content Restrictive provisions
Material
Purchase
Contract
CPC
Corporation
01/01/2017-
12/31/2017
Supply of ethylene to the Company. The price
of the material is mainly calculated based
on ethylene and naphtha prices for the current
month in Asia.
None
Joint Venture
Contract
Joint venture
with
companies
including Ho
Tung
Chemical
Corporation,
LCY Group,
USI, Hsintay
Petroleum
Co., Ltd.,
Chenergy
Global Co.,
Ltd., Lien
Hwa
International
Corporation
and CTCI
Corporation



09/30/2016
The Company and seven other companies
jointly invested in the Gulei Industrial Park
located in Zhangzhou, Fujian Province, China,
to produce petrochemical-related products.
Yes
Medium-term
Lending Limit
Contract
Bank
SinoPac
08/11/2017~
06/30/2020
APC and Bank SinoPec signed a three-year
medium-term lending limit contract worth
NT$500 million, where it can be used
cyclically.
Based on the consolidated
annual report or semi-
annual report of APC, its
current ratio shall not be
less than 100%, and its
debt ratio (debt/net value)
shall not be greater than
100%.
Medium-term
Lending Limit
Contract
Chang Hwa
Commercial
Bank
11/11/2015~
06/30/2018
APC and Chang Hwa Bank signed a three-year
medium-term secured lending limit contract
worth NT$400 million, where it can be used
cyclically.
None
Medium-term
Lending Limit
Contract
Yuanta
Commercial
Bank
01/19/2018~
01/19/2021
APC and Yuanta Commercial Bank signed a
three-year medium-term lending limit contract
worth NT$500 million, where it can be used
cyclically.
None
Medium-term
Lending and
Commercial
Paper
Guarantee
Comprehensiv
e Limit
Contract
Shin Kong
Bank
10/22/2015-
10/22/2018
APC and Shin Kong Bank signed a three-year
medium-term lending and commercial paper
guarantee comprehensive limit contract worth
NT$450 million, where it can be used
cyclically.
None

92

Operations Overview

Medium-term
Lending Limit
Contract
KGI Bank 07/29/2016~
04/22/2019
APC and KGI Bank signed a three-year
medium-term lending limit contract worth
NT$200 million which can only be used once.
Based on the consolidated
annual report or semi-
annual report of APC, its
current ratio shall not be
less than 150%, and its
debt ratio (debt/net value)
shall not be greater than
125%.
Medium-term
Lending Limit
Contract
KGI Bank 03/05/2018~
03/05/2021
APC and KGI Bank signed a three-year
medium-term lending limit contract worth
NT$400 million, where it can be used
cyclically.
Based on the consolidated
annual report or semi-
annual report of APC, its
current ratio shall not be
less than 150%, and its
debt ratio (debt/net value)
shall not be greater than
125%.
Medium-term
Lending Limit
Contract
Taipei
Fubon
Commercial
Bank Co.,
Ltd.
09/12/2016-
09/12/2019
APC and Taipei Fubon Commercial Bank
signed a three-year medium-term lending limit
contract worth NT$500 million, where it can
be used cyclically.
Based on the consolidated
annual report of APC, its
current ratio shall not be
less than 100%, and its
debt ratio (debt/net value)
shall not be greater than
150%. Its net value shall
not be less than NT$7
billion.
Medium-term
Lending Limit
Contract
First Bank 12/19/2017~
12/19/2020
APC and First Bank signed a three-year
medium-term secured lending limit contract
worth NT$500 million, where it can be used
cyclically.
None
Medium-term
Lending Limit
Contract
O-Bank 12/19/2017~
12/19/2020
APC and O-Bank signed a three-year medium-
term lending limit contract worth NT$250
million,where it can be used cyclically.
None

93

Chapter 6 Financial summary

I. Condensed financial report for the last five years (I). Condensed Balance Sheet and Statement of Comprehensive Income

  1. Condensed Consolidated Balance Sheets - International Financial Reporting Standards (IFRS)

Unit: NT$ thousands

Year
Item
Year
Item

Financial data for the last five years

Financial data for the last five years

Financial data for the last five years

Financial data for the last five years

Financial data for the last five years
Financial Data As
of March 31, 2018
(Reviewed)
2017 2016 2015 2014 2013
Current assets 5,136,436 6,220,412 2,455,534 3,220,728 4,506,066 5,194,221
Property, plant and equipment 3,630,950 3,795,553 3,637,771 1,937,007 870,911 3,578,341
Intangible assets 318 1,272 3,057 1,660 2,491 79
Other assets 6,108,297 4,652,792 4,183,408 4,926,895 4,759,212 6,087,644
Total assets 14,876,001 14,670,029 10,279,770 10,086,290 10,138,680 14,860,285
Current
liabilities

Before distribution
2,338,563 2,425,963 1,088,900 681,613 604,323 2,310,422

After distribution
(Note 6) 2,727,777 1,384,796 822,516 1,074,000 -
Non-current liabilities 2,720,968 2,746,861 354,735 350,656 354,793 2,726,957
Total
liabilities
Before distribution 5,059,531 5,172,824 1,443,635 1,032,269 959,116 5,037,379

After distribution
(Note 6) 5,474,638 1,739,531 1,173,172 1,428,793 -
Equity attributable to owners
of parent company
Capital 5,181,147 5,030,240 4,931,607 4,696,769 4,696,769 5,181,147
Capital surplus 16,434 14,046 14,046 14,135 14,140 16,434
Retained
earnings

Before distribution
4,254,352 4,153,022 3,910,532 3,756,067 3,723,095 4,360,656

After distribution
(Note 6) 3,700,301 3,516,003 3,380,326 3,253,418 -
Other equity 364,537 299,897 (160,479) 587,050 745,560 264,669
Treasury stock - - - - - -
Equity of former owners
Equity of prior parties
- - 140,429 - - -
Total
equity
Before distribution 9,816,470 9,497,205 8,836,135 9,054,021 9,179,564 9,822,906
After distribution (Note 6) 9,195,391 8,540,239 8,913,118 8,709,887 -
  • If the Company has prepared a parent company only financial report, it should prepare a condensed parent company only balance sheet and a statement of comprehensive income for the last five years.

  • If the financial information under IFRS is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

Note 1: Financial statements not audited by CPAs should be noted.

Note 2: When the asset revaluation was conducted in the year, the date and revaluation increment should be listed.

Note 3: As of the publication date of the annual report, companies that have been listed or have been traded at TPEx should disclose the financial information of the most recent period audited or reviewed by CPAs. Note 4: For the "after distribution" figures, please fill in in accordance with resolutions of the shareholders' meeting in the following year.

Note 5: If the financial information is notified by the competent authority that it should be corrected or restated, it

should be presented with the corrected or restated figures, and indicates the circumstances and reasons. Note 6: The 2017 earning distribution proposal has yet to be resolved by the shareholders’ meeting.

94

2. Condensed Consolidated Statement of Comprehensive Income - IFRS

Unit: NT$ thousands

Year
Item
Financial data for the last five years Financial data for the last five years Financial data for the last five years Financial data for the last five years Financial Data As
of March 31, 2018
(Reviewed)
2017 2016 2015 2014 2013
Operating revenue 6,404,467 5,893,335 5,187,387 5,566,285 5,804,229
1,326,214
Gross profit 697,076
779,859

608,982

587,812

491,359

77,798
Operating income (loss) 470,890
567,669

411,695

407,767

279,257

27,066
Non-operating income and
expenses
184,863
225,259

225,751

176,146

326,700

58,743
Income before income tax 655,753
792,928

637,446

583,913

605,957

85,809
Net income of continuing
operations
565,354
670,939

539,276

499,933

536,855

82,741
Loss of discontinued business
unit
0
0

0

0

0

0
Net income (loss) for the period 565,354
670,939

539,276

499,933

536,855

82,741
Other comprehensive income
for the period (net of tax)
53,337
423,009

(752,022)

(155,795)

(340,879)

(125,814)
Total comprehensive income for
theperiod
618,691
1,093,948

(212,746)

344,138

195,976

( 43,073)
Net income attributable to
owners of theparent company
565,354
665,825

531,557

499,933

536,855

82,741
Net income attributable to
equity of prior parties under
joint control
0
5,114

7,719

0

0

0
Total comprehensive income
attributable to owners of the
parent company
618,691
1,097,395

(217,318)

344,138

195,976

( 43,073)
Total comprehensive income
attributable to equity of prior
parties underjoint control
0
(3,447)

4,572

0

0

0
Earnings Per Share
Unit: NT$
1.09
1.32

1.08

1.06

1.14

0.16
  • If the Company has prepared a parent company only financial report, it should prepare a condensed parent company only balance sheet and a statement of comprehensive income for the last five years.

  • If the financial information under IFRS is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

Note 1: Financial statements not audited by CPAs should be noted.

Note 2: As of the publication date of the annual report, companies that have been listed or have been traded at TPEx should disclose the financial information of the most recent period audited or reviewed by CPAs.

Note 3: The loss of discontinued business unit should be presented as the net amount after the deduction of income tax.

Note 4: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented with the corrected or restated figures, and indicates the circumstances and reasons.

95

3. Condensed parent company only Balance Sheets - IFRS

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item

Financial data for the last five years
2017 2016 2015 2014 2013
Current assets 4,790,574 5,886,078 1,992,460 2,980,336 4,281,332
Property, plant and equipment 3,630,715 3,795,283 3,637,335 1,937,007 870,911
Intangible assets 318 1,272 3,057 1,660 2,491
Other assets 6,398,467 4,935,438 4,594,927 5,164,542 4,981,812
Total assets 14,820,074 14,618,071 10,227,779 10,083,545 10,136,546
Current
liabilities


Before distribution
After distribution
2,294,782 2,381,788 1,040,638 681,298 604,050
(Note 1) 2,683,602 1,336,534 822,201 1,073,727
Non-current liabilities 2,708,822 2,739,078 351,006 348,226 352,932
Total
liabilities
Before distribution 5,003,604 5,120,866 1,391,644 1,029,524 956,982
After distribution (Note 1) 5,422,680 1,687,540 1,170,427 1,426,659
Equity attributable to owners of
parent company
Capital 5,181,147 5,030,240 4,931,607 4,696,769 4,696,769
Capital surplus 16,434 14,046 14,046 14,135 14,140
Retained
earnings


Before distribution
4,254,352 4,153,022 3,910,532 3,756,067 3,723,095

After distribution
(Note 1) 3,700,301 3,516,003 3,380,326 3,253,418
Other equity 364,537 299,897 (160,479) 587,050 745,560
Treasury stock - - - - -
Equity of prior parties
underjoint control
- - 140,429 - -
Total
equity
Before distribution 9,816,470 9,497,205 8,836,135 9,054,021 9,179,564
After distribution (Note 1) 9,195,391 8,540,239 8,913,118 8,709,887
  • If the Company has prepared a parent company only financial report, it should prepare a condensed parent company only balance sheet and a statement of comprehensive income for the last five years.

  • If the financial information under international financial reporting standards is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

Note 1: The 2017 earning distribution proposal has yet to be resolved by the shareholders’ meeting. Note 2: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented with the corrected or restated figures, and indicates the circumstances and reasons.

96

4. Condensed parent company only Statement of Comprehensive Income - IFRS

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial data for the last five years
2017 2016 2015 2014 2013
Operating revenue 6,241,496 5,749,060 5,045,856 5,566,285 5,804,229
Gross profit 684,769 766,414 593,338 587,812 491,359
Operating income (loss) 466,972 564,723 407,547 409,914 282,463
Non-operating income and
expenses
185,707 225,541 225,982 172,948 322,465
Income before tax 652,679 790,264 633,529 582,862 604,928
Net income of continuing
operations
565,354 670,939 539,276 499,933 536,855
Loss of discontinued business
unit
0 0 0 0 0
Net income (loss) for the period 565,354 670,939 539,276 499,933 536,855
Other comprehensive income
for theperiod(net of tax)
53,337 423,009 (752,022) (155,795) (340,879)
Total comprehensive income for
theperiod
618,691 1,093,948 (212,746) 344,138 195,976
Net income attributable to
owners of theparent company
565,354 665,825 531,557 499,933 536,855
Net income attributable to
equity of prior parties under
joint control
0 5,114 7,719 0 0
Total comprehensive income
attributable to owners of the
parent company
618,691 1,097,395 (217,318) 344,138 195,976
Total comprehensive income
attributable to equity of prior
parties underjoint control
0 (3,447) 4,572 0 0
Earnings Per Share
Unit: NT$
1.09 1.32 1.08 1.06 1.14
  • If the Company has prepared a parent company only financial report, it should prepare a condensed parent company only balance sheet and a statement of comprehensive income for the last five years.

  • If the financial information under international financial reporting standards is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

Note: If the financial information is notified by the competent authority that it should be corrected or restated, it should be presented with the corrected or restated figures, and indicates the circumstances and reasons.

(II). The name and CPAs and their audit opinions in the last five years

Year Name of CPA Audit Opinion
2013 Wei, Liang-Fa, Kuo, Tzu-Jung Unqualified opinion
2014 Huang, Hsiu-Chun, Kuo, Tzu-Jung Modified unqualified opinion
2015 Huang, Hsiu-Chun, Wu , Shih-Tsung Unqualified opinion
2016 Huang, Hsiu-Chun, Wu , Shih-Tsung Unqualified opinion
2017 Huang, Hsiu-Chun, Wu , Shih-Tsung Unqualified opinion

97

II. Financial analysis for the last five years (I). Financial analysis - IFRS

APC and Subsidiaries

APC and Subsidiaries APC and Subsidiaries APC and Subsidiaries APC and Subsidiaries
Year Financial Data As

Financial data for the last five years
of March 31, 2018
Item 2017 2016 2015 2014 2013
(Reviewed)
Finance Liability-to-assets ratio 34.01 35.26 14.04 10.23 9.46 33.90
structure
(%) Long-term Fund-to-Property,
345.29
322.59 252.65 467.42 1,054.02 350.72
Plt d Eit Rti
an anqupmen ao
Debt-paying Current ratio 219.64 256.41 225.51 472.52 745.64 224.82

ability
Quick ratio 181.81 221.92 144.47 327.94 633.12 179.16
(Merge) Interest coverage ratio
16.70 37.22 315.17 5,782.32 2,547.04 9.61
(%)
(times)
Receivables turnover(times) 8.40 8.56 13.15 13.15 14.44 9.65
Average collection days 43 43 28 28 25 38
Inventoryturnover(times) 7.95 6.97 5.50 6.77 6.52 5.88
Operating Payable turnover(times) 23.19 16.25 15.71 15.98 20.95 18.59
performance Average days for sale 46 52 66 54 56 62
Property, plant and
1.72 1.59 1.86 3.96 7.46 1.47
equipment turnover(times)
Total asset turnover(times) 0.43 0.47 0.51 0.55 0.56 0.36
Return on assets(%) 4.06 5.52 5.31 4.94 5.21 2.44
Return on equity (%) 5.85 7.32 6.03 5.48 5.76 3.37
Net income before income
tax to paid-in capital ratio 12.66 15.76 12.93 12.43 12.90 6.63
(%) (Note 7)
Netprofit margin(%) 8.83 11.38 10.40 8.98 9.25 6.24
Profitability
Basic earnings (loss) per

share
1.09 1.32 1.08 1.06 1.14 0.16
(NT$) (Note 3)
Earnings (loss) per share

after retrospective
1.09 1.29 1.03 0.96 1.04 0.16
adjustment(NT$) (Note 4)
Cash flow ratio(%) 41.21 -28.75 73.05 227.34 70.86 2.58
Cash flow adequacy ratio
Cash 51.59 40.61 75.65 119.37 144.26 -
(%)
flow
Cash flow reinvestment ratio
4.04 -6.28 5.20 8.43 -0.31 0.36
(%)
Degree of operating leverage
2.46 2.44 2.81 2.02 2.33 1.90
(DOL)
Leverage
Degree of financial leverage
1.10 1.04 1.00 1.00 1.00 1.58
(DFL)
Reasons for changes in financial ratios in the past two years:
1. Interest coverage ratio: Due to the lower average loan balance in the previous year and the lower interest expense.
2. Payable turnover: Due to the fact that suppliers undergo year-end annual inspections and cut down the supply of raw
materials at the end of this year, which resulted in the decrease in payables.
3. Return on assets, return on shareholders' equity, ratio of net income before income tax to paid-in capital and net profit
margin: Due to the decrease in net income before (after) tax this year.
4. Cash flow ratio-to-cash flow adequacy ratio-to-cash flow reinvestment ratio: Due to the fact that some of the proceeds
from loans used in the acquisition of financial assets held for trading in the previous year resulted in net cash outflow
from operating activities.
  • If the Company has prepared a parent company only financial report, it should prepare a parent company only financial ratio analysis.
  • If the financial information under international financial reporting standards is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

  • Note 1: Years not audited by CPAs should be noted.

Note 2: As of the publication date of the annual report, companies that have been listed or have been traded at TPEx should analyze the financial information of the most recent period audited or reviewed by CPAs.

98

(II). Financial analysis - IFRS

APC

APC APC APC APC APC
Year
Financial data for the last fiveyears
2017 2016 2015 2014 2013
Item
Finance Liability-to-assets ratio 33.76 35.03 13.61 10.21 9.44
structure Long-term Fund-to-Property, Plant and
344.98 322.41 252.58 467.42 1,054.02
(%) Equipment Ratio
Liquidity Current ratio 208.76 247.13 191.47 437.45 708.77

analysis
Quick ratio 170.96 212.51 107.35 292.81 596.21
(%) Interest coverage ratio(times) 16.63 37.09 313.24 5,771.91 2,542.71
Receivables turnover(times) 8.00 8.32 12.80 13.15 14.44
Average collection days 46 44 29 28 25
Inventoryturnover(times) 7.89 6.87 5.37 6.77 6.52
Operating Payable turnover(times) 26.83 17.60 15.95 15.98 20.95
performance Average days for sale 46 53 68 54 56
Property, plant and equipment turnover
1.68 1.55 1.81 3.96 7.46
(times)
Total asset turnover(times) 0.42 0.46 0.50 0.55 0.56
Return on assets(%) 4.08 5.55 5.33 4.95 5.22
Return on equity (%) 5.85 7.32 6.03 5.48 5.76
Net income before income tax-to-paid-
12.60 15.71 12.85 12.41 12.88
in capital ratio(%) (Note 7)
Netprofit margin(%) 9.06 11.67 10.69 8.98 9.25
Profitability
Basic earnings (loss) per share
1.09 1.32 1.08 1.06 1.14
(NT$) (Note 3)
Earnings (loss) per share after

retrospective adjustment (NT$) (Note
1.09 1.29 1.03 0.96 1.04
4)
Cash flow ratio(%) 40.27 -30.57 72.15 228.32 68.07
Cash
Cash flow adequacyratio(%) 49.50 38.95 74.51 118.83 141.83
flow
Cash flow reinvestment ratio(%) 3.81 -6.48 4.85 8.47 -0.53
Degree of operating leverage (DOL) 2.13 2.20 2.49 2.01 2.31
Leverage
Degree of financial leverage (DFL) 1.10 1.04 1.01 1.00 1.00
Reasons for changes in financial ratios in the past two years:
1. Quick ratio: Due to the decrease in current assets as a result of an increase in investments accounted for under equity
method this year.
2. Interest coverage ratio: Due to the lower average loan balance in the previous year and the lower interest expense.
3. Payable turnover: Suppliers undergo year-end annual inspections and cut down the supply of raw materials at the end of
this year, which resulted in the decrease in payables.
4. Return on assets, return on shareholders' equity, ratio of net income before income tax to paid-in capital and net profit
margin: Due to the decrease in net income before (after) tax this year.
5. Cash flow ratio-to-cash flow adequacy ratio-to-cash flow reinvestment ratio: Some of the proceeds from loans used in the
acquisition of financial assets held for trading in the previous year resulted in net cash outflow from operating activities.
  • If the Company has prepared an parent company only financial report, it should prepare a parent company only financial analysis.

  • If the financial information under international financial reporting standards is less than 5 years, the financial information under ROC GAAP should be prepared in table (2) below.

  • Note 1: Years not audited by CPAs should be noted.

  • Note 2: As of the publication date of the annual report, companies that have been listed or have been traded at TPEx should analyze the financial information of the most recent period audited or reviewed by CPAs.

  • Note 3: At the end of the annual report, the following formula should be presented:

  • Financial structure

  • (1) Liabilities-to-asset ratio = total liabilities / total assets.

99

  • (2) Ratio of Long-term fund to property, plant and equipment = (equity + non-current liabilities) / net property, plant and equipment

  • Debt-paying ability

  • (1) Current ratio = current assets / current liabilities

  • (2) Quick ratio = (current assets - inventory - prepaid expenses) / current liabilities

  • (3) Interest coverage ratio = income before income tax and interest expense / interest expense of the current period

  • Operating performance

  • (1) Receivables (including accounts receivable and notes receivable due to business operations) Turnover = net sales / the balance of average receivables of various periods (including accounts receivable and notes receivable due to business operations)

  • (2) Average collection days = 365 / receivables turnover

  • (3) Inventory turnover = cost of sales / average inventories

  • (4) Payables (including accounts payable and notes payable due to business operations) Turnover = cost of sales / the balance of average payables of various periods (including accounts payable and notes payable due to business operations)

  • (5) Average days for sale = 365 / inventory turnover

  • (6) Property, plant and equipment turnover = net sales / average property, plant and equipment

  • (7) Total asset turnover = net sales / average total assets

  • Profitability

  • (1) Return on assets = [net income after tax + interest expense x (1 - tax rate)] / average total assets

  • (2) Return on equity = net income after tax / average equity

  • (3) Net profit margin = net income after tax / net sales

  • (4) Earnings per share = (net income (loss) attributable to owners of the parent company - preferred stock dividend) / weighted average number of shares outstanding (Note 4)

  • Cash flow

  • (1) Cash flow ratio = net cash provided by operating activities / current liabilities

  • (2) Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years.

  • (3) Cash flow reinvestment ratio = (net cash provided by operating activities - cash dividends) / (gross property, plant and equipment + long-term investments + other non-current assets + working capital) (Note 5)

  • Leverage:

  • (1) Degree of operating leverage (DOL) = (net operating revenue - variable operating cost and expenses) / operating income (Note 6)

  • (2) Degree of Financial leverage (DFL) = operating income / (operating income - interest expense)

  • Note 4: The following items should be noted for the calculation of earnings per share using the above-mentioned formula:

  • Use the weighted average number of common shares, not the number of shares outstanding at the end of year.

  • Shares from cash capital increase or treasury stock transactions shall be considered when calculating the weighted average number of shares.

  • The shares from capitalization of earnings or capital surplus shall be retrospectively adjusted by the proportion of capital increase when calculating the earnings per share for previous annual and semi-annual periods. The issuance period of the capital increase does not have to be considered.

  • For preferred shares that are not non-convertible cumulative preferred shares, dividends (regardless of whether they are distributed) should be deducted from net income after tax or be included as net loss after tax. If the preferred shares are non-cumulative in nature, where net income after tax is available, preferred share dividends should be deducted from it. No

100

adjustment is required if the company generates loss after tax.

  • Note 5: The following items should be noted for the analysis of cash flow:

  • Net cash provided by operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  • Capital expenditure refers to the annual cash outflows for capital investments.

  • The increase in inventory is included only if the balance at the end of period is greater than the balance at the beginning of period. If it is the other way around, the number used should be zero.

  • Cash dividends include cash dividends from common and preferred shares.

  • Gross property, plant and equipment refers to the property, plant and equipment before depreciation.

  • Note 6: The issuer should classify the operating costs and operating expenses as fixed or variable depending on their nature. If the process involves estimates or subjective judgments, reasonableness and consistency should be maintained.

  • Note 7: If the company’s shares do not have a face value or the face value is not NT$10, the abovementioned calculation involving as a percentage to paid-in capital should be replaced by as a percentage to equity attributable to the owners of the parent company on the balance sheet.

101

  • III. Supervisors or audit committee's review reports of the most recent annual financial statements

  • (I). Supervisors' review report: Not applicable

  • (II). Audit Committee's review report:

Asia Polymer Corporation Review Report

The Board of Directors has prepared the Company’s 2017 operation report, financial statements which are audited by CPAs, Huang Hsiu-Chun, Wu Shih-Tsung of Deloitte Taiwan (including parent company only and consolidated financial statements) and earnings distribution proposal. The above-mentioned reports and financial statements have been reviewed and determined to be accurate by the Audit Committee. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Sincerely

The Company's 2018 annual shareholders' meeting

Audit Committee of Asia Polymer Corporation

Independent Director: Chen, Ta Hsiung

Independent Director: Shen, Shang-Hung

Independent Director: Cheng, Duen-Chian

==> picture [111 x 111] intentionally omitted <==

M a r c h 1 2 , 2 0 1 8

102

IV. Most Recent Financial Reports

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities that are required to be included in the combined financial statements of Asia Polymer Corporation as of and for the year ended December 31, 2017, under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”, are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standard 10, “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements of affiliates is included in the consolidated financial statements of Asia Polymer Corporation and Subsidiaries. Consequently, we do not prepared a separate set of combined financial statements of affiliates.

Very truly yours,

ASIA POLYMER CORPORATION

By:

YI-GUI WU Chairman March 12, 2018

  • 103 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Asia Polymer Corporation

Opinion

We have audited the accompanying consolidated financial statements of Asia Polymer Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, 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.

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, 2017 and 2016, 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 (FSC) of the Republic of China.

Basis for Opinion

We conducted our audit 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, 2017. 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.

104

Key audit matters related to the Group’s consolidated financial statements for the year ended December 31, 2017 are stated as follows:

Revenue Recognition

The increase in sales revenue of the Group in 2017 was due to sales of products with new specifications produced by a new production line, which accounted for approximately 28% of net operating revenue. In addition, the new products were sold mainly to new customers and the Group’s parent company. Therefore, revenue recognition has been identified as a key audit matter.

The audit procedures performed in response to the risk were as follows:

  1. We obtained an understanding of the design and implementation of the new product's internal controls and tested if these controls were performed effectively. Such controls include credit assessments of customers, revenue recognition and receivables collection.

  2. We sampled and inspected new product purchase orders from customers, shipping confirmations and receivables collection receipts in order to verify the accuracy of sales revenue.

  3. We reviewed sales returns and discounts recognized and the amounts received in subsequent periods to assess for any abnormalities.

Valuation of Inventory

As of December 31, 2017, the carrying amount of inventory was NT$761,705 thousand (i.e. the gross amount of inventory of NT$772,398 thousand with a deduction for the allowance for inventory valuation and obsolescence losses of NT$10,693 thousand). Refer to Note 11 to the Group’s consolidated financial statements for details.

Inventories of the Group are stated on the lower of cost or net realizable value. The net realizable value is subject to price fluctuations of ethylene. With volatile oil prices worldwide, such valuation of inventory requires significant judgment from management; therefore, the valuation of inventory has been identified as a key audit matter.

The audit procedures performed in response to the risk were as follows:

  1. We obtained an understanding of the reasonableness of the Group’s policy and methods for the allowance for losses on obsolete inventory.

  2. We obtained the evaluation documents of the allowance for losses on obsolete inventory from management. We sampled and inspected the latest inventory quotations or sales invoices to verify basis of the evaluation and whether it is appropriate.

  3. By performing a year-end inventory observation, we understood the inventory status and evaluated the reasonableness of the allowance for losses on obsolete inventory.

Other Matter

We have also audited the parent company only financial statements of Asia Polymer Corporation as of and for the years ended December 31, 2017 and 2016 on which we have issued an unmodified opinion.

  • 105 -

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 FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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.

106

  1. 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.

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

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

We also provide those charged with governance with statements 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, 2017 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes 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 audits’ report are Hsiu-Chun Huang and Shih-Tsung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 12, 2018

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.

  • 107 -

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Available-for-sale financial assets - current (Notes 4 and 8)
Notes receivable (Notes 4, 5 and 10)
Accounts receivable from unrelated parties (Notes 4, 5 and 10)
Accounts receivable from related parties (Notes 4, 5, 10 and 29)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 29)
Inventories (Notes 4, 5 and 11)
Prepayments
Other current assets

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 4 and 8)
Financial assets measured at cost - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4, 13 and 30)
Property, plant and equipment (Notes 4, 14 and 29)
Investment properties (Notes 4 and 15)
Other intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 24)
Other non-current assets (Note 26)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 17)

Short-term bills payable (Note 17)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Accounts payable to unrelated parties (Note 18)

Accounts payable to related parties (Notes 18 and 29)

Other payables to unrelated parties (Note 19)

Other payables to related parties (Note 29)

Current tax liabilities (Notes 4 and 24)

Provisions - current (Notes 4 and 20)

Current portion of long-term borrowings (Note 17)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 17)

Deferred tax liabilities (Notes 4 and 24)

Net defined benefit liabilities - non-current (Notes 4, 5 and 21)

Credit balance of investments accounted for using the equity method (Notes 4, 13 and 30)

Other non-current liabilities (Note 26)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 24)

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity


Total equity


TOTAL
2017
Amount
%
$ 2,112,375
14
1,440,940
10
85,936
1
1,627
-
489,782
3
112,935
1
1,583
-
6,529
-
761,705
5
122,914
1

110

-


5,136,436
35

2,436,185
16
248,801
2
2,848,526
19
3,630,950
24
516,026
4
318
-
56,574
-

2,185

-


9,739,565
65

$ 14,876,001
100

$ 500,000
3

699,834
5

666
-

109,809
1

67,724
1

151,492
1

302,533
2

41,078
-

5,899
-

450,000
3

9,528

-



2,338,563
16



2,450,000
17

39,968
-

212,209
1

9,397
-

9,394

-



2,720,968
18



5,059,531
34



5,181,147
35


16,434

-


1,627,934
11

565,379
4

2,061,039
14


4,254,352
29


364,537

2



9,816,470
66


$ 14,876,001
100
2016































































































Amount
%
$ 2,812,999
19

1,548,462
11

40,569
-

1,789
-

727,801
5

190,532
1

2,345
-

59,070
-

673,642
5

163,093
1

110

-

6,220,412
42

2,392,067
16

282,866
2

1,395,172
10

3,795,553
26

526,445
4

1,272
-

53,997
-

2,245

-

8,449,617
58
$ 14,670,029
100
$ 950,000
6

699,791
5

1,732
-

242,765
2

71,847
-

271,475
2

118,301
1

48,520
-

5,899
-

-
-

15,633

-

2,425,963
16

2,450,000
17

43,307
-

239,127
2

6,171
-

8,256

-

2,746,861
19

5,172,824
35

5,030,240
34

14,046

-

1,561,352
11

565,379
4

2,026,291
14

4,153,022
29

299,897

2

9,497,205
65
$ 14,670,029
100

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

108

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 5 and 29)

OPERATING COSTS (Notes 4, 11, 21, 23 and 29)

GROSS PROFIT

OPERATING EXPENSES (Notes 21, 23 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4, 13, 23 and 29)
Other income
Other losses
Interest expense
Share of profit or loss of associates

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)
(Notes 4, 21, 22 and 24)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive loss of
associates accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss

2017
Amount
%
$ 6,404,467
100
5,707,391
89

697,076
11

107,656
2
112,304
2
6,226

-

226,186

4

470,890

7

175,766
3
(52,508) (1)
(41,762) (1)
103,367

2

184,863

3

655,753
10
90,399

1

565,354

9

(12,181)
-
(1,189)
-
2,067

-

(11,303)

-
2016






























Amount
%
$ 5,893,335
100

5,113,476
87

779,859
13

97,665
1

107,942
2

6,583

-

212,190

3

567,669
10

175,988
3

(26,511) (1)

(21,895)
-

97,677

2

225,259

4

792,928
14

121,989

2

670,939
12

(24,962) (1)

(8,083)
-

4,239

-

(28,806)
(1)
(Continued)
  • 109 -

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations

Unrealized gain on available-for-sale financial
assets
Share of the other comprehensive loss of
associates accounted for using the equity
method
Income tax relating to items that may be
reclassified subsequently to profit or loss


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Former owners of business contribution under
common control


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company

Former owners of business contribution under
common control


EARNINGS PER SHARE (Note 25)
Basic
Diluted
2017
Amount
%
$ (44,287) (1)
104,324
2
(1,779)
-
6,382

-

64,640

1

53,337

1

$ 618,691
10

$ 565,354
9
-

-

$ 565,354

9

$ 618,691
10
-

-

$ 618,691
10

$ 1.09
$ 1.09
2016






















Amount
%
$ (36,266)
-

489,493
8

(6,303)
-

4,891

-

451,815

8

423,009

7
$ 1,093,948
19
$ 665,825
11

5,114

-
$ 670,939
11
$ 1,097,395
19

(3,447)

-
$ 1,093,948
19
$ 1.29
$ 1.28
$
$
$
$
$



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

(Concluded)

110

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2016
Appropriation of 2015 earnings
Legal reserve
Cash dividends distributed
Share dividends distributed
Net profit for the year ended December 31, 2016
Other comprehensive income (loss) for the year ended
December 31, 2016, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2016

Former owners of business contribution under
common control

BALANCE, DECEMBER 31, 2016
Appropriation of the 2016 earnings
Legal reserve
Cash dividends distributed
Share dividends distributed
Reclassification of past dividends to capital surplus
Changes in capital surplus from investments in
associates accounted for using the equity method
Net profit for the year ended December 31, 2017
Other comprehensive income (loss) for the year ended
December 31, 2017, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2017

BALANCE, DECEMBER 31, 2017
Equity Attributable to Owners of the Company (Notes 22 and 24) Equity Attributable to Owners of the Company (Notes 22 and 24) Other Equity
Former Owners
Exchange
Unrealized
of Business
Differences on Gain (Loss) on Contribution
Translating
Available-for- under Common

Foreign
sale Financial
Control
Operations
Assets
(Note 12)
$ 34,477
$ (194,956) $ 140,429


-
-
-

-
-
(41,786)

-
-
-
-
-
5,114

(40,133)

500,509

(8,561)


(40,133)

500,509

(3,447)


-

-

(95,196)

(5,656)
305,553
-

-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-

(51,095)

115,735

-


(51,095)

115,735

-

$ (56,751)
$ 421,288
$ -
Total Equity
$ 8,836,135
-

(337,682)
-
670,939

423,009

1,093,948

(95,196)
9,497,205
-
(301,814)
-
2,063
325
565,354

53,337

618,691
$ 9,816,470
Share Capital
Shares (In
Ordinary
Thousands)
Shares
Capital Surplus
493,160
$ 4,931,607
$ 14,046

-
-
-
-
-
-
9,863
98,633
-
-
-
-

-

-

-


-

-

-


-

-

-

503,023
5,030,240
14,046
-
-
-
-
-
-
15,091
150,907
-
-
-
2,063
-
-
325
-
-
-

-

-

-


-

-

-


518,114
$ 5,181,147
$ 16,434

Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 1,508,197
$ 565,379
$ 1,836,956

53,155
-
(53,155)
-
-
(295,896)
-
-
(98,633)
-
-
665,825

-

-

(28,806)


-

-

637,019


-

-

-

1,561,352
565,379
2,026,291
66,582
-
(66,582)
-
-
(301,814)
-
-
(150,907)
-
-
-
-
-
-
-
-
565,354

-

-

(11,303)


-

-

554,051

$ 1,627,934
$ 565,379
$ 2,061,039





Shares (In
Thousands)
493,160

-
-
9,863
-

-


-


-

503,023
-
-
15,091
-
-
-

-


-


518,114

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

  • 111 -

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net gain on fair value change of financial assets held for trading
Interest expense
Interest income
Dividend income
Share of profit of associates
(Gain) loss on disposal of property, plant and equipment
Loss on disposal of investment properties
Net (gain) loss on disposal of available-for-sale financial assets
Impairment loss on financial assets
(Reversal of) write-down of inventories
Net loss (gain) on foreign currency exchange
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Accounts receivable from unrelated parties
Accounts receivable from related parties
Other receivables from unrelated parties
Other receivables from related parties
Inventories
Prepayments
Accounts payable from unrelated parties
Accounts payable from related parties
Other payables from unrelated parties
Increase in other payables from related parties
Other current liabilities
Net defined benefit liabilities

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
Net cash outflow on acquisition of subsidiaries
Purchases of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
Capital reduction of financial assets measured at cost
Acquisition of associates
2017
$ 655,753

289,808
954
(605)
41,762
(16,426)
(96,329)
(103,367)
(186)
497
(7,739)
7,906
10,330
1,053
107,061

160
235,565
77,119
1,327
52,541
(98,393)
40,179
(132,850)
(3,897)
(118,191)
185,758
(6,105)
(39,080)

1,084,605
15,921
(41,517)
(95,325)

963,684

-
-
21,634
20,994
(1,437,647)
2016
$ 792,928
180,969
1,785

(700)
21,895

(14,389)

(88,723)

(97,677)

34
-

11,262
-
(6,731)
(8,821)
(1,030,620)
(1,057)
(502,245)
50,579
2,300
(5,254)

127,320
(74,918)

(37,601)

36,330

99,914
34,716

6,168

(85,684)
(588,220)
12,253

(20,884)

(100,569)

(697,420)
(95,196)
(11,812)
13,165
17,886

-
(Continued)

112

ASIA POLYMER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Capital reduction of investments accounted for using the equity
method

Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings
Proceeds from short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings

(Increase) decrease in other non-current liabilities
Dividends paid to owners of the Company
Dividends paid to former owners of business contribution under
common control

Net cash generated from (used in) financing activities

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

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2017
$ -

(122,371)
210
60
164,188

(1,352,932)

(450,000)
-
7,150,000
(6,700,000)
1,138
(301,765)
-

(300,627)

(10,749)

(700,624)
2,812,999

$ 2,112,375
2016
$ 6,661

(333,069)
12
(77)

128,847

(273,583)

740,000
449,836
4,450,000
(2,000,000)
(1,025)

(295,896)

(41,786)

3,301,129

(25,092)

2,305,034

507,965
$ 2,812,999

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

(Concluded)

  • 113 -

ASIA POLYMER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Asia Polymer Corporation (the “Company”) was established in January 1977. The Company designs, develops, manufactures and sells low-density polyethylene (LDPE), and ethylene vinyl acetate copolymer (EVA).

The ordinary shares of the Company have been listed on the Taiwan Stock Exchange since June 1986. As of December 31, 2017, the ultimate parent company, USI Corporation, held 36.08% of ordinary shares of the Company.

The functional currency of the Company is the New Taiwan dollar, and the consolidated financial statements of the Company and its subsidiaries, collectively referred to as the “Group”, are presented in the Company’s functional currency.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on March 12, 2018.

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) Amendments to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

The amendments clarify that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is the fair value less costs of disposal, the Group is required to disclose the fair value hierarchy. If the fair value measurements are categorized within Levels 2 and 3, the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using the present value technique. The amendments should be applied retrospectively starting from January 1, 2017.

114

  • 2) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include an emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions.

The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president of the Group, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group, are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationships with whom the Group has significant transactions. If the transaction amount or balance with a specific related party is 10% or more of the Group’s respective total transaction amount or balance, such transactions should be separately disclosed by the name of each related party.

When the amendments are applied retrospectively from January 1, 2017, the disclosure of related party transactions is enhanced. Refer to Note 29 for the related disclosure.

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018 and the amendments to IFRS 9 for early adoption starting from 2018
New, Revised or Amended Standards and Interpretations
(the “New IFRSs”)
Annual Improvements to IFRSs 2014-2016 Cycle

Amendments to IFRS 2 “Classification and Measurement of Share-
based Payment Transactions”

Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with
IFRS 4 Insurance Contracts”

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”

IFRS 15 “Revenue from Contracts with Customers”

Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue from
Contracts with Customers”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

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 amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendments to IAS 28 are retrospectively applied for annual periods beginning on or after January 1, 2018.

  • 115 -

IFRS 9 “Financial Instruments” and related amendments

Classification, measurement and impairment of financial assets

With regard to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • 1) For debt instruments held within a business model whose objective is to collect contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with any impairment loss recognized in profit or loss. Interest revenue is recognized in profit or loss by using the effective interest method; and

  • 2) For debt instruments held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gains or losses shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The Group analyzed the facts and circumstances of its financial assets that exist at December 31, 2017 and performed the assessment of the impact of IFRS 9 on the classification and measurement of financial assets. Under IFRS 9, listed shares classified as available-for-sale will be designated as at fair value through other comprehensive income and the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides this, unlisted shares measured at cost will be measured at fair value instead.

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. A credit loss allowance is required for financial assets measured at amortized cost. A loss allowance for 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full-lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full-lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

The Group has performed a preliminary assessment in which it will apply the simplified approach to recognize full-lifetime expected credit losses for trade receivables. In general, the Group anticipates that the application of the expected credit losses model of IFRS 9 will result in an earlier recognition of credit losses for financial assets.

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The Group elects not to restate prior reporting periods when applying the requirements for the classification, measurement and impairment of financial assets under IFRS 9 with the cumulative effect of the initial application recognized at the date of initial application and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9.

The anticipated impact on assets and equity of retrospective application of the requirements for the classification, measurement and impairment of financial assets as of January 1, 2018 is set out below:

Carrying
Amount as of
December 31,
2017
Impact on assets and equity
Financial assets at fair value through other
comprehensive income
$ -

Available-for-sale financial assets - current
85,936
Available-for-sale financial assets - non-
current
2,436,185

Financial assets measured at cost - non-
current

248,801

Total effect on assets
$ 2,770,922

Retained earnings
$ 4,254,352

Unrealized gain on available-for-sale
financial assets
421,288
Unrealized gain on financial assets at fair
value through other comprehensive income
-

Total effect on equity
$ 4,675,640
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2018
$ 2,818,801
$ 2,818,801
(85,936)
-
(2,436,185)
-
(248,801)

-

$ 47,879
$ 2,818,801
$ 69,163
$ 4,323,515
(421,288)
-
400,004

400,004
$ 47,879
$ 4,723,519

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

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

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)
To be determined by IASB
January 1, 2019 (Note 3)
January 1, 2021
January 1, 2019 (Note 4)
January 1, 2019
January 1, 2019
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  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

  • Note 3: On December 19, 2017, the FSC announced that IFRS 16 will take effect starting from January 1, 2019.

  • Note 4: 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.

Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating leases under IAS 17 to lowvalue and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on right-of-use assets separately from interest expense accrued on lease liabilities; interest is computed by using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.

When IFRS 16 becomes effective, the Group may elect to apply this standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this standard recognized on the date of initial application.

Except for the above impact, 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 and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value.

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:

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  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within twelve months after the reporting period even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries, including structured entities). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the 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 noncontrolling interests, even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 12 and Tables 5 to 7 for detailed information on subsidiaries (including the percentages of ownership and main businesses).

  • e. Foreign currencies

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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 period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which 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 translated using the exchange rate at the date of the transaction.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including of the subsidiaries in other countries or currencies which are different from the currency of the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e. a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to noncontrolling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

f. Inventories

Inventories consist of raw materials, production supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

g. Investments in associates

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

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 the equity of associates attributable to Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within

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the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the investment remains associated with the Group.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.

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

h. Property, plant and equipment

Property, plant and equipment are stated at cost less subsequent accumulated depreciation and subsequent accumulated impairment loss.

Property, plant and equipment in the course of construction are carried 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 their intended use.

Freehold land is not depreciated.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

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On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • j. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each year, with the effects of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

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.

  • k. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

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

a) Measurement categories

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables.

i. Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when such financial assets are held for trading.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 28.

ii. Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as availablefor-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets (relating to changes in dividends on available-for-sale equity investments) are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

iii. Loans and receivables

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

Cash equivalent includes time deposits and reverse repurchase agreements collateralized by bonds with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b) Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investment have been affected.

For financial assets measured at amortized cost, such as accounts receivable, notes receivable and other 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 of 15-90 days, as well as observable changes in national or local economic conditions that correlate with defaults on receivable.

For financial assets 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 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 impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.

For any available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.

When an available-for-sale financial asset is considered to be impaired, cumulative losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the

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recognition of the impairment loss.

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between 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 accounts receivable, notes receivable and other receivables, where the carrying amount is reduced through the use of an allowance account. When an account receivable, note receivable and other receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectable accounts receivable, notes receivable and other 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.

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.

  • 2) Financial liabilities

  • a) Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividends paid on such financial liabilities. Fair value is determined in the manner described in Note 28.

  • b) Derecognition of financial liabilities

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

  • 3) Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

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m. Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

The provision for sales returns and rebates is an estimate, based on previous experience and relevant factors, of the possible amounts needed to settle sales returns and rebates and is treated as a reduction of sales revenue in the period in which the corresponding sales are made.

  • n. Revenue recognition

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. Provisions for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.

  • 1) 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;

  • 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) 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 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.

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o. Leasing

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

1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Group as lessee

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

  • p. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered 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 (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

q. Taxation

Income tax expense represents the sum of the tax currently payables 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 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 and the corresponding tax bases used in the computation of taxable profit.

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Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, 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. 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 profit against which to utilize 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 profit will be available to allow all or part of the assets 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 liabilities are settled or the assets are 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 taxes for the year

Current and deferred taxes 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, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

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

a. Revenue recognition

As described in Note 4, the Group recognizes revenue when certain conditions are satisfied. The Group records a provision for estimated sales return and liabilities for returns in the period when the related revenue is recorded. Provisions for estimated sales returns and related liabilities are generally made and adjusted based on management judgment, provision historical experience and other factors that would significantly affect the estimated provision; management periodically reviews the reasonableness of the provisions.

128

b. Estimated impairment of accounts receivable

When there is objective evidence of an impairment loss on accounts receivable, the Group takes into consideration the estimated future cash flows of such receivables. Impairment loss is measured as 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. If the actual future cash flows are less than expected, a material impairment loss may arise.

c. Write-down of inventories

The net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of the net realizable value is based on current market conditions and historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

  • d. Impairment assessment for tangible assets and intangible assets (excluding goodwill)

In the process of evaluating the impairment of assets, the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to specific asset groups while taking into consideration the nature of the industry. Furthermore, any changes in such estimations resulting from changes in economic conditions or the Company’s strategy could possibly lead to a material impairment loss in future periods.

  • e. Recognition and measurement of defined benefit plans

The resulting defined benefit costs under defined benefit pension plans and the net defined benefit liabilities (assets) are calculated using the projected unit credit method. Actuarial assumptions comprise the discount rates, rates of employee turnover, future salary increases, etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of expenses and liabilities.

6. CASH AND CASH EQUIVALENTS

Cash on hand and petty cash

Checking accounts and demand deposits
Cash equivalents
Time deposits
Reverse repurchase agreements collateralized by bonds

December 31 December 31


2017
$ 309

180,514
1,881,627
49,925

$ 2,112,375
2016
$ 237
122,371
2,044,975

645,416
$ 2,812,999

At the end of the reporting period, the market rate intervals for bank deposits and reverse repurchase agreements collateralized by bonds were as follows:

Time deposits
Reverse repurchase agreements collateralized by bonds
December 31
2017
2016
0.13%-2.10%
0.07%-1.55%
0.61%
0.32%-0.40%
  • 129 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS (FVTPL)

Financial assets-current
Financial assets held for trading
Non-derivative financial assets
Domestic listed shares

Mutual funds



Financial liabilities-current
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)

Foreign exchange forward contracts
December 31 December 31





2017
$ 106,007

1,334,933

$ 1,440,940

$ 666
2016
$ 64,739

1,483,723
$ 1,548,462
$ 1,732

The net loss on operations of financial assets and liabilities at FVTPL - current in 2017 and 2016 was $10,358 thousand and $2,285 thousand, respectively.

At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:

Notional Amount
Currency Maturity Date (In Thousands)
December 31, 2017
Sell USD/NTD 2018.01.03-2018.02.08 USD2,300/NTD68,951
Sell RMB/NTD 2018.01.04-2018.03.29 RMB33,600/NTD151,548
December 31, 2016
Sell USD/NTD 2017.01.25-2017.02.10 USD3,000/NTD94,904
Sell RMB/NTD 2017.02.02-2017.03.13 RMB20,944/NTD94,866
Sell RMB/USD 2017.01.20-2017.01.23 RMB13,400/USD1,914

The Group entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and, therefore, were not accounted for using hedge accounting.

130

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Domestic investments
Publicly traded shares

Overseas investments
Publicly traded shares


Current portion

Non-current portion

December 31 December 31





2017
$ 2,504,909

17,212

$ 2,522,121

$ 85,936

2,436,185

$ 2,522,121
2016
$ 2,421,225

11,411
$ 2,432,636
$ 40,569

2,392,067
$ 2,432,636

The Group disposed of certain available-for-sale financial assets, recognizing a disposal gain of $7,739 thousand and a disposal loss of $11,262 thousand, during 2017 and 2016, respectively.

9. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT

Domestic unlisted ordinary shares

Overseas unlisted ordinary shares
Overseas unlisted preference shares



Classified according to financial asset measurement categories

Available-for-sale financial assets
December 31 December 31





2017
$ 193,775

1,975

53,051

$ 248,801

$ 248,801
2016
$ 214,769
5,390
62,707
$ 282,866
$ 282,866

As the range of reasonable fair value estimates was significant, the probabilities of the various estimates cannot be reasonably assessed. The management believes that the fair values of the unlisted equity investments held by the Group cannot be reliably measured; therefore, they were measured at cost less impairment at the end of reporting period.

An investee, KHL IB Venture Capital Co., Ltd., reduced its capital and returned cash to its shareholders in July 2017. The Company received $18,000 thousand back, according to its shareholding ratio.

An investee, Riselink Venture Capital Corp., reduced its capital and returned cash to its shareholders in August 2017 and August 2016. The Company received $2,994 thousand and $1,457 thousand back, respectively, according to its shareholding ratio.

An investee, Harbinger Venture Capital Corp., reduced its capital and returned cash to its shareholders in July 2016. The Company received $2,520 thousand back, according to its shareholding ratio.

An investee, Budworth Investment Ltd., reduced its capital and returned cash to its shareholders in July 2016. The Company received US$433 thousand (approximately $13,909 thousand) back, according to its shareholding ratio.

The Group assessed the operating and financial position of its investments in its investees, Teratech Corporation and NeuroSky, Inc., recognizing an impairment loss of $3,035 thousand and $4,871 thousand in 2017, respectively.

  • 131 -

10. NOTES AND ACCOUNTS RECEIVABLE

Notes receivable
Notes receivable - operating

Less: Allowance for impairment loss


Accounts receivable
Accounts receivable from unrelated parties

Less: Allowance for impairment loss


Accounts receivable from related parties (Note 29)

Accounts receivable
December 31 December 31






2017
$ 1,634


(7)
(
5
)
$ 1,627

$ 491,775


(1,993)

$ 489,782

$ 112,935
2016
$ 1,794
(5)
$ 1,789
$ 729,796
(1,995)
$ 727,801
$ 190,532

The average credit period of sales of goods was 15-90 days. In determining the recoverability of an account receivable, the Company considered any change in the credit quality of the account receivable since the date credit was initially granted to the end of the reporting period.

Before accepting a new customer, the Group takes both the client evaluation results generated by its internal system and the evaluation report provided by an external hedging institution into consideration to measure the potential customer’s credit quality and determine the customer’s credit limit. Customer credit limits and ratings are reviewed regularly every year. Therefore, the recoverable receivables of the Group mainly come from those companies with good credit long-term business relationships.

The aging of receivables based on the number of days past due days from the invoice date was as follows:

Less than and including 60 days

61-90 days
91-120

December 31 December 31


2017
$ 423,447

150,313

30,950

$ 604,710
2016
$ 740,641
157,471
22,216
$ 920,328

The above aging schedule was based on the number of days past due from the invoice date.

132

The aging of receivables that were past due but not impaired was as follows:

Less than and including 30 days December 31
2017
$ 1
2016
$ 3,895

The above aging schedule was based on the number of days past due from the end of the credit term.

For the accounts receivable that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss because there was no significant change in the credit quality of these receivables and the amounts were considered recoverable.

Movements in the allowance for impairment loss recognized on notes receivable and accounts receivable were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2016
$ -
$ 2,000

Add: Reclassification

-

-

Balance at December 31, 2016
$ -
$ 2,000

Balance at January 1, 2017
$ -
$ 2,000

Add: Reclassification

-

-

Balance at December 31, 2017
$ -
$ 2,000
Total
$ 2,000

-
$ 2,000

$ 2,000

-
$ 2,000

11. INVENTORIES

Finished goods

Work in progress
Raw materials
Production supplies

December 31 December 31


2017
$ 645,109

51,989
21,296
43,311

$ 761,705
2016
$ 480,581
43,507
104,821
44,733
$ 673,642

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2017 and 2016 was $5,707,391 thousand and $5,113,476 thousand, respectively. The cost of goods sold included inventory write-downs of $10,330 thousand and reversals of inventory write-downs of $6,731 thousand as of December 31, 2017 and 2016, respectively. Previous write-downs were reversed as a result of increased selling prices in certain markets.

  • 133 -

12. SUBSIDIARIES

Subsidiaries included in the consolidated financial statements:

Name of
Investor
Name of Subsidiary
Principal Activities
The Company APC Investment Co., Ltd.
Investment
The Company APC (BVI) Holding Co., Ltd. (“APC BVI”)
Reinvestment
The Company USI International Corp. (“USIIC”)
Reinvestment
APC BVI
USI International Corp. (“USIIC”)
Reinvestment
APC BVI
USI Trading (Shanghai) Co., Ltd. (“USITA”) Sale of chemical products and equipment
% ofOwnership
December 31
2017
2016
Remark
100.00
100.00

100.00
100.00

70.00
70.00

30.00
30.00

100.00
100.00
*
  • These companies are not major subsidiaries, and their financial statements have been audited.

On October 19, 2016, APC BVI acquired a 100% interest in USITA, a subsidiary of Swanlake Traders Ltd. The Company and Swanlake Traders Ltd. both are subsidiaries of USI Corporation; therefore, the transaction is classified as a business combination involving entities under common control. Because there is no specific rule about business combinations involving entities under common control under IFRS 3 “Business Combinations,” the related interpretation issued in the ROC is adopted. According to the interpretation issued by the Accounting Research and Development Foundation, the book value of total assets and liabilities of USITA was included in the consolidated balance sheets when its interest was acquired. And prior period comparative information in the consolidated financial statements was restated as if the business combination involving the entities under common control had already occurred in that period. APC BVI paid RMB20,300 thousand (approximately $95,196 thousand), the net amount of equity on the equity transfer basic day, to acquire the 100% interest in USITA. The transfer transaction was authorized by the Investment Commission, MOEA on August 3, 2016, and the equity transfer was completed on October 19, 2016.

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Material associates
Ever Conquest Global Ltd.

Associates that are not individually material
Listed company
China General Plastics Corporation (“CGPC”)
Acme Electronics Corporation (“ACME”)
Unlisted company
China General Terminal & Distribution Corporation (“CGTD”)
ACME Electronics (Cayman) Corp. (“ACME (Cayman)”)
Swanson Plastics Corporation (“SPC”)
Taiwan United Venture Capital Corp. (“TUVC”)
Thintec Materials Corporation (“TMC”)
USI Optronics Corporation (“USIO”)
Swanson Technologies Corporation

Add: Reclassification of the credit amount of investments to
liabilities

December 31 December 31



2017
$ 1,420,994

629,910
59,334
272,509
190,627
197,140
26,748
7,617
43,697
(9,397)

2,839,129
9,397

$ 2,848,526
2016
$ 63,554
595,143
64,301
243,047
197,740
198,234
25,273
7,880
-

(6,171)
1,389,001

6,171
$ 1,395,172

134

a. Material associates


Principal Place
Name of Associate
Nature of Activities
of Business
Ever Conquest Global Ltd. Reinvestment
British Virgin Islands
Proportion of
Ownership and Voting
Rights
December 31
2017
2016

37.43%
40.94%

The Group uses the equity method to account for the above associate.

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs and adjusted by the Group for equity accounting purposes.

Ever Conquest Global Ltd.

Non-current assets

Equity

Proportion of the Group’s ownership
Equity attributable to the Group

Carrying amount
December 31 December 31



2017
$ 3,796,226

$ 3,796,226

37.43%
$ 1,420,944

$ 1,420,944
2016
$ 155,219
$ 155,219
40.94%
$ 63,554
$ 63,554

During 2017 and 2016, no significant operating revenue was generated by Ever Conquest Global Ltd.


The Group’s share of:
Profit (loss) from continuing operations
Other comprehensive loss
Total comprehensive loss for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
$ 868
(21,725)
$ (20,857)
2016
$ (3,403)

(1,204)
$ (4,607)

b. Aggregate information of associates that are not individually material


The Group’s share of:
Profit from continuing operations

Other comprehensive loss

Total comprehensive income for the year
For the Year Ended For the Year Ended December 31


2017
$ 102,499


(1,689)

$ 100,810
2016
$ 101,080
(5,300)
$ 95,780
  • 135 -

The group’s ownership interest and percentage of voting right in associate at the end of the reporting period were as follows:

Name of Associate
CGPC
ACME
CGTD
ACME (Cayman)
SPC
TUVC
TMC
Swanson Technologies Corporation
USIO
Proportion of Ownership and
Voting Rights
December 31
2017
2016
8.07%
8.07%
4.35%
4.35%
33.33%
33.33%
16.64%
16.64%
7.95%
7.95%
8.33%
8.33%
30.42%
30.42%
15.00%
15.00%
9.20%
-

Refer to Table 5 “Information on Investees” and Table 6 “Information on Investments in Mainland China” for the nature of activities, principal places of business and countries of incorporation of the associates.

The Group’s percentage of ownership over CGPC, ACME, ACME (Cayman), SPC, TUVC, Swanson Technologies Corporation, and USIO was less than 20%. These associates were accounted for using the equity method, as the Group retained significant influence over them.

The Company and USI Corporation originally scheduled to sign a joint venture arrangement for Fujian Gulei Petrochemical Co., Ltd. on April 17, 2014. But due to an increase in the investment plan funding requirements, the joint venture arrangement was re-signed on September 30, 2016. The Company and USI Corporation established Ever Conquest Global Ltd., so as to invest in the joint venture through a holding company registered in a third region. As of December 31, 2017, the Company and USI Corporation had respectively invested US$46,270 thousand (approximately $1,443,125 thousand) and US$77,346 thousand (approximately $2,407,735 thousand). Refer to Note 30 for more information.

TUVC held an interim shareholders meeting on September 6, 2016, resolving to reduce its capital and return cash to shareholders and make up for losses. The reduction record date was September 29, 2016, and the Company received $6,661 thousand back in September 2016.

For the purposes of strengthening its financial structure, a cash injection plan of $410,000 thousand was approved by USIO’s board of directors on February 22, 2017. And USIO held a shareholders meeting on April 7, 2017, resolving to reduce its capital by $966,795 thousand to offset losses and eliminated 96,680 thousand ordinary shares, with a capital reduction ratio of 80.18%. The Company’s board of directors approved its participation in the cash injection plan of USIO within a $60,000 thousand injection, and completed its subscription for 5,972 thousands shares on June 7, 2017, with a resulting proportion of ownership of 9.20% after the cash injection.

The Company uses the equity method to account for its investments in USIO. As of December 31, 2017, their book values were higher than the carrying amounts of the Company’s interests in its investments in USIO by $6,583 thousand. An impairment loss of $6,583 thousand was assessed and recognized on the Group’s share of profit or loss of associates for the year ended December 31, 2017.

136

The market prices of the investments accounted for using the equity method in publicly traded shares calculated by the closing price at the end of the reporting period are summarized as follows.

Name of Associate

CGPC

ACME
December 31 December 31


2017
$ 1,286,296

$ 146,117
2016
$ 923,133
$ 96,882

The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2017 and 2016 were based on the associates’ financial statements which were audited for the same years.

14. PROPERTY, PLANT AND EQUIPMENT



Cost

Balance at January 1, 2016

Additions
Disposals
Reclassification
Effect of foreign currency exchange differences
Balance at December 31, 2016

Accumulated depreciation


Balance at January 1, 2016

Depreciation expenses

Disposals

Effect of foreign currency exchange differences

Balance at December 31, 2016


Carrying amounts at December 31, 2016


Cost

Balance at January 1, 2017

Additions
Disposals
Reclassification
Effect of foreign currency exchange differences
Balance at December 31, 2017


Accumulated depreciation


Balance at January 1, 2017

Depreciation expenses

Disposals

Effect of foreign currency exchange differences

Balance at December 31, 2017


Carrying amounts at December 31, 2017
Freehold Land
Buildings
Improvements
Machinery and
Equipment
$ 230,587
$ 250,912
$ 3,396,697

-
-
15,051
-
-
(16,850 )
-
511,833
2,792,928

-

-

(57)

$ 230,587
$ 762,745
$ 6,187,769

$ -
$ 209,474
$ 3,118,211

-
8,829
161,893
-
-
(16,805 )

-

-

(45)

$ -
$ 218,303
$ 3,263,254

$ 230,587
$ 544,442
$ 2,924,515

$ 230,587
$ 762,745
$ 6,187,769

-
-
25,444
-
-
(6,118 )
(2,358 )
3,950
80,515

-

-

(164)

$ 228,229
$ 766,695
$ 6,287,446

$ -
$ 218,303
$ 3,263,254

-
20,063
259,927
-
-
(6,109 )

-

-

(428 )

$ -
$ 238,366
$ 3,516,644

$ 228,229
$ 528,329
$ 2,770,802
Other
Equipment
C
f
$ 89,956

-

(3,397 )
4,342


(222)

$ 90,679

$ 79,421

4,489

(3,396 )

(204)

$ 80,310

$ 10,369

$ 90,679

2,082

(8,046 )
2,573

(55)

$ 87,233

$ 80,310

4,597

(8,031 )

214

$ 77,090

$ 10,143
onstruction in
Progress and
Prepayments
or Equipment
$ 3,076,725

318,018

-
(3,309,103 )

-

$ 85,640

$ -

-

-

-

$ -

$ 85,640

$ 85,640

94,845

-
(87,038 )

-

$ 93,447

$ -

-

-

-

$ -

$ 93,447
Total
$ 7,044,877
333,069
(20,247 )

-

(279)
$ 7,357,420
$ 3,407,106
175,211
(20,201 )

(249)
$ 3,561,867
$ 3,795,553
$ 7,357,420
122,371

(14,164 )

(2,358 )

(219)
$ 7,463,050
$ 3,561,867
284,587

(14,140 )

(214)
$ 3,832,100
$ 3,630,950

There was no indication of impairment for the years ended December 31, 2017 and 2016.

The board of directors passed an EVA capacity expansion in the Linyuan plant and authorized the chairman with full power on December 28, 2011. The Group signed the EVA equipment contract with CTCI Corporation on November 8, 2012. On March 5, 2014 and May 31, 2017, respectively, the Group signed the EVA equipment renewal contracts and the amendment with CTCI Corporation. The total contract fee was $2,608,911 thousand (including addition costs), which is paid monthly according to the progress of the project. As of December 31, 2017, total fees and charges have been paid.

  • 137 -

The above items of property, plant and equipment were depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings improvements Factory and improvements 15 to 40 years Main buildings and improvements 10 to 40 years Storage rooms 11 to 45 years Engineering systems 35 to 40 years Others 2 to 20 years Machinery and equipment 3 to 22 years Other equipment 3 to 13 years

15. INVESTMENT PROPERTIES

Cost
Balance at January 1, 2016

Effect of foreign currency exchange differences
Balance at December 31, 2016

Accumulated depreciation
Balance at January 1, 2016

Depreciation expenses
Effect of foreign currency exchange differences

Balance at December 31, 2016

Carrying amounts at December 31, 2016

Balance at January 1, 2017

Disposals
Transfers from property, plant and equipment
Effect of foreign currency exchange differences
Balance at December 31, 2017

Accumulated depreciation
Balance at January 1, 2017

Disposals
Depreciation expenses
Effect of foreign currency exchange differences

Balance at December 31, 2017

Carrying amounts at December 31, 2017
Land
Buildings and
Improvements
$ 367,844
$ 271,597


-

(2,412)

$ 367,844
$ 269,185

$ -
$ 105,540

-
5,758

-

(714)

$ -
$ 110,584

$ 367,844
$ 158,601

$ 367,844
$ 269,185

-
(2,262)
2,358
-

-

(10,441)

$ 370,202
$ 256,482

$ -
$ 110,584

-
(1,765)
-
5,221

-

(3,382)

$ -
$ 110,658

$ 370,202
$ 145,824
Total
$ 639,441
(2,412)
$ 637,029
$ 105,540
5,758
(714)
$ 110,584
$ 526,445
$ 637,029
(2,262)
2,358
(10,441)
$ 626,684
$ 110,584
(1,765)
5,221
(3,382)
$ 110,658
$ 516,026
(Concluded)

138

The investment properties held by the Group were depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings and improvements Main buildings and improvements 5 to 50 years

The fair value of the investment property (i.e. the land) located in Linyuan Industrial Park, which is for industrial use, cannot be reliably determined due to infrequent market transactions.

The fair value of investment properties - land, excluding the land located in the Linyuan Industrial Park, was $1,497,499 thousand as at December 31, 2017. This fair value was not evaluated by an independent evaluator but was measured by the Group's management using the valuation model that market participants would use in determining fair value, and the fair value was measured by using Level 3 inputs. The evaluation referred to the transaction price of similar real estate in the neighboring areas. Were the transaction price per square meter to increase or decrease by 10%, the fair value of the investment properties would increase or decrease respectively by $149,750 thousand as at December 31, 2017.

16. INTANGIBLE ASSETS

Computer software Carrying Amounts Carrying Amounts
December 31
2017
$ 318
2016
$ 1,272

The amortization expense was recognized on a straight-line basis according to the following estimated useful life:

Computer software

3 years

17. BORROWINGS

a. Short-term borrowings

Unsecured borrowings
Bank loans
**December 31 ** **December 31 **
2017
$ 500,000
2016
$ 950,000

The range of interest rates on bank loans was 0.88%-0.89% and 0.95%-1.10% per annum as of December 31, 2017 and 2016, respectively.

b. Short-term bills payable

Commercial paper

Less: Unamortized discount on bills payable


Range of interest rates
December 31
2017
2016
$ 700,000
$ 700,000

(166)

(209)
$ 699,834
$ 699,791
0.40%-0.75%
0.50%-0.70%
  • 139 -

Outstanding short-term bills payable were as follows:

December 31, 2017

Promissory Institution
Commercial paper
China Bills Financial Co., Ltd.
Dan Chung Bills Financial C
Co., Ltd.
Taiwan Cooperative Bills
Finance Co., Ltd.
Mega Bills Finance Co., Ltd.
Ta Ching Bills Finance Co.,
Ltd.


December 31, 2016
Promissory Institution
Commercial paper
China Bills Financial Co., Ltd.
Dah Chung Bills Financial C
Co., Ltd.
Taiwan Cooperative Bills
Finance Co., Ltd.
Mega Bills Finance Co., Ltd.
Ta Ching Bills Finance Co.,
Ltd.

Nominal
Amount
$ 200,000

200,000
100,000
100,000

100,000

$ 700,000

Nominal
Amount
$ 200,000

200,000
100,000
100,000

100,000

$ 700,000
Discount
Amount
$ (37)
(61)
(35)
(18)

(15)

$ (166)

Discount
Amount
$ (52)
(73)
(37)
(18)

(29)

$ (209)
Carrying
Amount
Interest Rate
$ 199,963
0.40%

199,939
0.65%

99,965
0.75%

99,982
0.66%

99,985
0.56%
$ 699,834
Carrying
Amount
Interest Rate
$ 199,948
0.50%

199,927
0.70%

99,963
0.70%

99,982
0.60%

99,971
0.56%
$ 699,791

140

c. Long-term borrowings

Unsecured borrowings
Bank SinoPac
Revolving credit line: $500,000 thousand
Maturity date: 2017.08-2020.06, repayment of principle upon
maturity
Annual rate: 2017.12.31: 1.05%
2016.12.31: 1.00%

KGI Bank
Credit line: $400,000 thousand and $200,000 thousand
Maturity date: 2015.10-2021.03 and 2016.07-2019.04,
repayment of principle upon maturity
Annual rate: 2017.12.31: 1.036%-1.175%
2016.12.31: 0.98556%-1.175%
Chang Hwa Bank
Revolving credit line: $400,000 thousand
Maturity date: 2015.11-2018.06
Annual rate: 1.20%
Shin Kong Bank
Revolving credit line: $450,000 thousand
Maturity date: 2015.10-2018.10, repayment of principle upon
maturity
Annual rate: 1.00%
Yuanta Bank
Revolving credit line: $500,000 thousand
Maturity date: 2015.10-2021.01, repayment of principle upon
maturity
Annual rate: 2017.12.31: 1.15%
2016.12.31: 1.20%
Fubon Bank
Revolving credit line: $500,000 thousand
Maturity date: 2016.08-2019.09, repayment of principle upon
maturity
Annual rate: 2017.12.31: 1.307%
2016.12.31: 1.306%

First Commercial Bank
Revolving credit line: $500,000 thousand
Maturity date: 2017.12-2020.11, repayment of principle upon
maturity
Annual rate: 1.04%

Less: Current portions

December 31 December 31




2017
$ 500,000

600,000
-
450,000
500,000
$ 450,000

400,000

2,900,000
(450,000)

$ 2,450,000
2016
$ 500,000
600,000
400,000
450,000
50,000
$ 450,000

-
2,450,000

-
$ 2,450,000
  • 141 -

To maintain medium- and long-term working capital, the Group signed a three-year medium- and longterm credit agreement with Bank SinoPac in July 2015 and renewed the agreement in July 2017. A credit line of $500,000 thousand was granted to the Group, with a revolving credit line within the terms of the agreement. Under the credit agreement, the Group should maintain financial ratios in which the current ratio is not below 100% and the debt ratio does not exceed 100%. As of December 31, 2017, the Group did not violate these financial ratios.

To maintain medium- and long-term working capital, the Group signed a three-year medium- and longterm credit agreement with KGI Bank in October 2015 and renewed the agreement in March 2018. A credit line of $600,000 thousand was granted to the Group, including a $400,000 thousand with a revolving credit line within the terms of the agreement and $200,000 thousand that would be used in fixed rates. Under the credit agreement, the Group should maintain financial ratios in which the current ratio is not below 150% and the debt ratio does not exceed 125%. As of December 31, 2017, the Group did not violate these financial ratios.

To maintain medium- and long-term working capital, the Group signed a three-year medium- and longterm credit agreement with Fubon Bank in October 2016. A credit line of $500,000 thousand was granted to the Group, with a revolving credit line within the terms of the agreement. Under the credit agreement, the Group should maintain financial ratios in which the current ratio is not below 100%, the debt ratio does not exceed 150% and the amount of equity is not below $7,000,000 thousand. As of December 31, 2017, the Group did not violate these financial ratios and terms.

18. ACCOUNTS AND NOTES PAYABLE

Accounts payable (including related parties)
Operating
December 31 December 31
2017
$ 177,533
2016
$ 314,612

The average credit period was 1 month. The Group had financial risk management policies in place to ensure that all payables were paid within the pre-agreed credit terms.

19. OTHER PAYABLES

Payables for salaries or bonuses

Payables for utilities
Payables for annual leave
Payables for freight fees
Payables for dividends
Payables for insurance
Payables on equipment
Others

December 31 December 31


2017
$ 57,845

33,087
13,045
10,363
9,331
2,099
1,742

23,980

$ 151,492
2016
$ 62,761
32,237
12,915
11,702
9,430
3,339
59,221
79,870
$ 271,475

142

20. PROVISIONS - CURRENT

Customer returns and rebates December 31
2017
$ 5,899
2016
$ 5,899

The provision of customer returns and rebates was based on historical experience, management’s judgments and other known reasons for which estimated product returns and rebates may occur in the year. The provision was recognized as a reduction of operating income in the period in which the related goods were sold.

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company and domestic subsidiaries of the Group 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 of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 10% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2017
$ 431,266

(219,057)

$ 212,209
2016
$ 435,749
(196,622)
$ 239,127
  • 143 -

Movements in net defined benefit liabilities (assets) were as follows:

Present Value Net Defined
of the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Balance at January 1, 2016 $ 450,912
$ (151,036)
$ 299,876
Service cost
Current service cost 4,943 - 4,943
Net interest expense (income)
5,427

(1,737)

3,690
Recognized in profit or loss
10,370

(1,737)

8,633
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 809 809
Actuarial loss - changes in financial
assumptions 8,613 - 8,613
Actuarial loss - changes in demographic
assumptions 1,306 - 1,306
Actuarial loss - experience adjustments
14,207

-

14,207
Recognized in other comprehensive income
24,126

809

24,935
Contributions from the employer - (94,317) (94,317)
Benefits paid
(49,659)

49,659

-
Balance at December 31, 2016
435,749
(196,622)

239,127
Service cost
Current service cost 4,520 - 4,520
Net interest expense (income)
4,309

(1,970)

2,339
Recognized in profit or loss
8,829

(1,970)

6,859
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 200 200
Actuarial loss - changes in financial
assumptions 7,968 - 7,968
Actuarial loss - changes in demographic
assumptions 1,049 - 1,049
Actuarial loss - experience adjustments
2,944

-

2,944
Recognized in other comprehensive income
11,961

200

12,161
Contributions from the employer - (45,938) (45,938)
Benefits paid
(25,273)

25,273

-
Balance at December 31, 2017 $ 431,266
$ (219,057)
$ 212,209

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic or foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate of a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in corporate bond interest rates will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated with reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will

144

increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2017
2016
1.00%
1.00%
2.25%
2.00%

If possible reasonable changes in each of the significant actuarial assumptions were to occur and all other assumptions were to remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
**December ** **31 **



2017
$ (8,177)

$ 8,426

$ 8,171

$ (7,972)
2016
$ (8,620)
$ 8,889
$ 8,639
$ (8,421)

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 changes in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2017
$ 21,000

7.9 years
2016
$ 10,400
8.2 years

22. 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



2017
620,000

$ 6,200,000

518,114

$ 5,181,147
2016

620,000
$ 6,200,000

503,023
$ 5,030,240

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The shareholders held their regular meeting on June 8, 2016 and, in that meeting, resolved to issue 9,863 thousand ordinary shares as share dividends appropriated from earnings, with a par value of $10, which increased the share capital issued and fully paid to $5,030,240 thousand. On July 15, 2016, the transaction was approved by the FSC, and the subscription base date was determined as at August 25,

  • 145 -

2016 by the board of directors.

The shareholders held their regular meeting on June 8, 2017 and, in that meeting, resolved to issue 15,091 thousand ordinary shares as share dividends appropriated from earnings, with a par value of $10, which increased the share capital issued and fully paid to $5,181,147 thousand. On June 21, 2017, the transaction was approved by the FSC, and the subscription base date was determined as at August 4, 2017 by the board of directors.

b. Capital surplus

Unpaid dividends
Share of changes in capital surplus of associates
December 31


2017
$ 15,252


1,182

$ 16,434
2016
$ 13,189

857
$ 14,046

Capital surplus which arises from the issuance consideration of shares (including issuance consideration of ordinary shares) and donations may be used to offset a deficit.

Capital surplus which arises from unpaid dividends and the share of changes in capital surplus of associates may not be used for any purpose.

c. Retained earnings and dividends policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 8, 2016 and, in that meeting, resolved amendments to the Company’s Articles of Incorporation (the “Articles”), particularly the amendment to the policy on dividends distribution and the addition of the policy on the distribution of employees’ compensation.

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to “Employees’ compensation and remuneration of directors” in Note 23-f.

As the Company is in the maturation stage, for research and development needs and business diversification, the amount of dividends for shareholders shall be no less than 10% of distributable retained earnings for the current year, among which the amount of cash dividends shall be no less than 10%. If the distributable retained earnings per share of the current year are less than $0.1, the retained earnings are not to be distributed.

An appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and

146

Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings for 2016 and 2015 approved in the shareholders’ meetings on June 8, 2017 and June 8, 2016, respectively, were as follows:

Legal reserve

Cash dividends
Share dividends

Appropriation of Earnings

For the Year Ended
December 31
2016
2015
$ 66,582
$ 53,155
301,814
295,896

150,907

98,633
$ 519,303
$ 447,684
Dividends Per Share (NT$)
For the Year Ended
**December 31 **


2016
$ 66,582

301,814

150,907

$ 519,303
2016
2015
$0.6
$0.6
0.3
0.2

The appropriation of earnings for 2017 were proposed by the Company’s board of directors on March 12, 2018. The appropriation and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $
56,535
$-
Cash dividends 103,623 0.2
Share dividends 362,680 0.7

The appropriation of earnings for 2017 are subject to resolution in the shareholders’ meeting to be held on June 5, 2018.

d. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1
Exchange differences on translating foreign operations
Share of exchange differences of associates accounted for
using the equity method
Related income tax
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2017
$ (5,656)

(44,287)

(14,337)


7,529

$ (56,751)
2016
$ 34,477
(27,705)
(17,138)

4,710
$ (5,656)
  • 147 -

2) Unrealized gain (loss) on available-for-sale financial assets


Balance at January 1

Gain (loss) on disposal of available-for-sale financial assets
Unrealized gain on revaluation of available-for-sale financial
assets
Share of unrealized gain on revaluation of available-for-sale
financial assets of associates accounted for using the
equity method
Related income tax

Balance at December 31
For the Year Ended For the Year Ended December 31


2017
$ 305,553

7,739
96,585
12,558

(1,147)

$ 421,288
2016
$ (194,956)
(11,262)
500,755
10,835
181
$ 305,553

23. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

Net profit (loss) from continuing operations included the following:

a. Other income


Interest income
Bank deposits

Financial assets at fair value through profit or loss
Reverse repurchase agreements collateralized by bonds

Dividends
Rental income
Others

**For the Year Ended ** **For the Year Ended ** **December 31 **



2017
$ 10,202

5,879

345

16,426
96,329
52,867

10,144

$ 175,766
2016
$ 6,315
6,085
1,989
14,389
88,723
52,829
20,047
$ 175,988

b. Other gains and losses


Net foreign exchange gains (losses)
Loss on disposal of investment properties
Net loss on financial assets at FVTPL
Gain (loss) on disposal of available-for-sale financial assets
Gain (loss) on disposal of property, plant and equipment
Net loss on financial liabilities at FVTPL
Financial asset impairment loss
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
$ (21,773)
(497)
(5,665)
7,739
186
(10,572)
(7,906)
(14,020)
$ (52,508)
2016
$ 4,562
-
(6,095)
(11,262)
(34)
(2,275)
-
(11,407)
$ (26,511)

148

c. Finance costs

Information about capitalized interest was as follows:


Capitalized interest
Capitalization rate
d. Depreciation and amortization

Property, plant and equipment

Investment properties
Intangible assets


An analysis of depreciation by function
Operating costs

Operating expenses
Other gains and losses


An analysis of amortization by function
Operating expenses

e. Employee benefits expense

Post-employment benefits (see Note 21)
Defined contribution plans

Defined benefit plans

Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended ** **For the Year Ended ** **December 31 **
2017
$ -
-
For the Year Ended
2016
$ 1,854
0.99%
December 31
2017
$ 284,587

5,221

954

$ 290,762

$ 284,342

245

5,221

$ 289,808

$ 954

For the Year Ended
2016
$ 175,211
5,758
1,785
$ 182,754
$ 174,910
301
5,758
$ 180,969
$ 1,785
December 31






2017
$ 7,318


6,859

14,177

333,313

$ 347,490

$ 275,560


71,930

$ 347,490
2016
$ 7,120
8,633
15,753
330,990
$ 346,743
$ 275,398
71,345
$ 346,743
  • 149 -

  • f. Employees’ compensation and remuneration of directors

The Company accrued employees’ compensation and remuneration of directors and supervisors at rates of no less than 1% and no higher than 1%, respectively, of net profit before income tax, employees’ compensation and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2017 and 2016, which were approved by the Company’s board of directors on March 12, 2018 and March 14, 2017, respectively, were as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2017
2016
1%
1%
-
-

Employees’ compensation
Remuneration of directors
**For the Year Ended December 31 **
2017
2016
$ 6,593
$ 7,931
-
-

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2016 and 2015.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • g. Gains or losses on foreign currency exchange

Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 27,683

(49,456)

$ (21,773)
2016
$ 43,395
(38,833)
$ 4,562

150

24. INCOME TAX RELATING TO CONTINUING OPERATIONS

a. Major components of income tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax on unappropriated earnings


Deferred tax
In respect of the current year
Adjustments for prior years


Income tax expense recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** **December 31 **





2017
$ 76,095


11,771


87,866

2,606

(73)


2,533

$ 90,399
2016
$ 95,953
8,253
104,206
17,778
5
17,783
$ 121,989

A reconciliation of accounting profit and income tax expense is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings

Income tax expense recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** **December 31 **



2017
$ 655,753

$ 114,591

(19,451)
(16,512)

11,771

$ 90,399
2016
$ 792,928
$ 131,831
(3,986)
(14,109)
8,253
$ 121,989

The applicable corporate income tax rate used by the group entities in the ROC is 17%, while the applicable tax rate used by the subsidiaries APC BVI, USIIC and USITA is 0%, 0% and 25%, respectively.

In February 2018, it was announced that the Income Tax Act in the ROC was amended and, starting from 2018, the corporate income tax rate will be adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. Deferred tax assets and deferred tax liabilities recognized as at December 31, 2017 are expected to be adjusted and increase by $9,984 thousand and $3,264 thousand, respectively, in 2018.

As the status of the 2018 appropriation of earnings is uncertain, the potential income tax consequences on the 2017 unappropriated earnings are not reliably determinable.

  • 151 -

  • b. Income tax recognized in other comprehensive income


Deferred tax
In respect of current year
Translation of foreign operations
Fair value changes of available-for-sale financial assets
Remeasurement on defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 7,529

(1,147)

2,067

$ 8,449
2016
$ 4,710
181

4,239
$ 9,130
c. Current tax liabilities
Current tax liabilities
Income tax payable
December 31
2017
$ 41,078
2016
$ 48,520

152

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2017

Deferred tax assets
Temporary differences
Allowance for inventory
valuation and
obsolescence losses

Allowance for office supplies
impairment losses
Customer rebates
Allowance for production
supplies losses
FVTPL financial assets
FVTPL financial liabilities
Payables for annual leave
Defined benefit obligation
Inventory tax differences
Exchange differences on
foreign operations
Foreign exchange losses


Deferred tax liabilities
Land value increment tax
reserve

Allowance for impaired
receivables
Foreign exchange gains
Depreciation tax differences
Share of profit of associates

Exchange differences on
foreign operations
FVTPL financial assets
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
$ 60
$ 1,756
$ -

7,497
385
-
1,003
-
-
1,084
31
-
665
-
(665)
295
(181)
-
1,918
8
-
40,461
(6,638)
2,067
1,014
(495)
-
-
-
6,093

-

216

-

$ 53,997
$ (4,918)
$ 7,495

$ (21,469)
$ -
$ -

(227)
-
-
(1,633)
1,633
-
(406)
29
-
(18,069)
722
-

(1,436)
-
1,436
-
-
(482)

(67)

1

-

$ (43,307)
$ 2,385
$ 954
Closing
Balance
$ 1,816
7,882
1,003
1,115
-
114
1,926
35,890
519
6,093

216
$ 56,574
$ (21,469)
(227)
-
(377)
(17,347)
-
(482)

(66)
$ (39,968)
  • 153 -

For the year ended December 31, 2016

Deferred tax assets
Temporary differences
Allowance for inventory
valuation and
obsolescence losses

Allowance for office supplies
impairment losses
Customer rebates
Allowance for production
supplies losses
FVTPL financial assets
FVTPL financial liabilities
Payables for annual leave
Defined benefit obligation
Inventory tax differences


Deferred tax liabilities
Land value increment tax
reserve

Allowance for impaired
receivables
Foreign exchange gains
Depreciation differences
Share of profit of associates

Exchange differences on
foreign operations
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
$ 1,186
$ (1,126)
$ -

7,455
42
-
1,003
-
-
1,084
-
-
484
-
181
-
295
-
1,643
275
-
50,810
(14,588)
4,239

43

971

-

$ 63,708
$ (14,131)
$ 4,420

$ (21,469)
$ -
$ -

(227)
-
-
(236)
(1,397)
-
(419)
13
-
(15,873)
(2,196)
-

(6,146)
-
4,710

-

(67)

-

$ (44,370)
$ (3,647)
$ 4,710
Closing
Balance
$ 60
7,497
1,003
1,084
665
295
1,918
40,461

1,014
$ 53,997
$ (21,469)
(227)
(1,633)
(406)
(18,069)
(1,436)

(67)
$ (43,307)

154

e. Integrated income tax

Unappropriated earnings
Generated before January 1, 1998

Generated on and after January 1, 1998


Imputation credits account

Creditable ratio for distribution of earnings
December 31



2017
2016
$ 44,323
$ 44,323
2,016,716

1,981,968
$ 2,061,039
$ 2,026,291
(Note)
$ 396,165
$ 378,993
(Note)
2017
2016 (Actual)
(Note)
21.57%

Note: Since the amended Income Tax Act announced in February 2018 abolished the imputation tax system, related information for 2017 is not applicable.

  • f. Income tax assessments

The Company and ROC subsidiary’s income tax returns through 2015 have been assessed by the tax authorities.

25. EARNINGS PER SHARE


Basic earnings per share
Diluted earnings per share
For Unit: NT$ Per Share
the Year Ended December 31
Unit: NT$ Per Share
the Year Ended December 31

2017
$ 1.09

$ 1.09
2016
$ 1.29
$ 1.28

The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on August 4, 2017. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2016 were as follows:

Unit: NT$ Per Share
Before After
Retrospective Retrospective
Adjustment Adjustment
Basic earnings per share $ 1.32
$
1.29
Diluted earnings per share $ 1.32
$
1.28

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:

  • 155 -

Net Profit for the Year

For the Year Ended
2017
Earnings used in the computation of basic and diluted earnings per
share
$ 565,354

Weighted average number of ordinary shares outstanding (in thousand shares):
For the Year Ended
2017
Shares
Weighted average number of ordinary shares in computation of basic
earnings per share
518,114

Effect of potentially dilutive ordinary shares:
Employees’ compensation or bonuses issued to employees

454

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
518,568
For the Year Ended For the Year Ended December 31
2016
$ 665,825
December 31


2017
518,114


454

518,568
2016
518,114

520
518,634

If the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

26. OPERATING LEASE AGREEMENTS

  • a. The Group as lessee

Operating leases relate to leases of office space with lease terms of 3 years.

As of December 31, 2017 and 2016, the Group’s refundable deposits paid under operating leases amounted to $$1,405 thousand.

The future minimum lease payments of non-cancellable operating lease commitments were as follows:

Not later than 1 year
Later than 1 year and not later than 5 years
**December ** **31 **


2017
$ 1,751


1,156

$ 2,907
2016
$ 701

602
$ 1,303
  • b. The Group as lessor

Operating leases relate to leases of investment properties with lease terms between 1 to 5 years. All operating lease contracts contain market review clauses in the event that the lessees exercise their options to renew. The lessees do not have bargain purchase options to acquire the properties at the expiry of the lease periods.

156

As of December 31, 2017 and 2016, the Group’s guaranteed deposits received under operating lease agreements amounted to $6,028 thousand and $4,891 thousand, respectively.

The future minimum lease payments of non-cancellable operating leases were as follows:


Not later than 1 year
Later than 1 year and not later than 5 years
**December ** **31 **



2017
$ 37,831


26,926

$ 64,757
2016
$ 33,967

43,868
$ 77,835

27. CAPITAL MANAGEMENT

The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group’s overall management strategy remains unchanged from 2013.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Company (comprising issued capital, reserves, retained earnings, and other equity).

The Group is not subject to any externally imposed capital requirements.

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The Group’s management believes that the carrying amounts of financial assets and financial liabilities which are recognized in the consolidated financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

1) Fair value hierarchy

December 31, 2017

Financial assets at FVTPL
Non-derivative financial assets
held for trading

Available-for-sale financial assets
Securities listed in the ROC
Equity securities

Securities listed in other countries
Equity securities


Financial liabilities at FVTPL
Derivatives
Level 1
$ 1,440,940

$ 2,504,909

17,212

$ 2,522,121

$ -
Level 2
$ -

$ -

-

$ -

$ 666
Level 3
$ -

$ -

-

$ -

$ -
Total
$ 1,440,940
$ 2,504,909

17,212
$ 2,522,121
$ 666
  • 157 -

December 31, 2016

Financial assets at FVTPL
Non-derivative financial assets
held for trading

Available-for-sale financial assets
Securities listed in the ROC
Equity securities

Securities listed in other countries
Equity securities


Financial liabilities at FVTPL
Derivatives
Level 1
$ 1,548,462

$ 2,421,225

11,411

$ 2,432,636

$ -
Level 2
$ -

$ -

-

$ -

$ 1,732
Level 3
$ -

$ -

-

$ -

$ -
Total
$ 1,548,462
$ 2,421,225

11,411
$ 2,432,636
$ 1,732

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 2) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instruments

Valuation Techniques and Inputs

Derivatives - foreign exchange Discounted cash flow. forward contracts

Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

158

c. Categories of financial instruments

Financial assets
Financial assets at fair value through profit or loss (FVTPL)
Held for trading

Loans and receivables
Cash and cash equivalents
Notes receivable (including related parties)
Accounts receivable (including related parties)
Other receivables (including related parties but excluding tax
refund receivables)
Available-for-sale financial assets*
Financial liabilities
Financial liabilities at fair value through profit or loss (FVTPL)
Held for trading
Financial liabilities measured at amortized cost
Short-term borrowings
Short-term bills payable
Long-term borrowings (including current portion)
Accounts payable (including related parties)
Other payables (including related parties)
December 31
2017
2016
$ 1,440,940
$ 1,548,462
2,112,375
2,812,999
1,627
1,789
602,717
918,333
8,106
61,407
2,770,922
2,715,502
666
1,732
500,000
950,000
699,834
699,791
2,900,000
2,450,000
177,533
314,612
454,025
389,776
  • The balance includes the carrying amount of available-for-sale financial assets measured at cost.

  • d. Financial risk management objectives and policies

The Group’s risk control and hedging strategy are influenced by its operational environment. The Group properly monitors and manages the risks related to business nature and according to the principle of risk diversification. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There has been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. In order to avoid the impact of foreign currency exchange rate changes, which lead to deductions in foreign currency denominated assets and fluctuations in their future cash flows, the Group used the natural offset between foreign currency assets and liabilities and foreign exchange forward contracts on the net position. The Group sought to minimize the effects of these risks by using foreign exchange forward contracts to hedge risk exposures. The use of foreign exchange forward contracts was governed by the Group’s policies approved by the board of directors. Compliance with policies and exposure limits was reviewed by internal auditors on a continuous basis. The Group did not enter into or trade foreign exchange forward contracts

  • 159 -

for speculative purposes.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities is set out in Note 31 and of the derivatives exposing the Group to foreign currency risk at the end of the reporting period are set out in Note 7.

Sensitivity analysis

The Group was mainly exposed to the USD. The sensitivity analysis includes only outstanding foreign currency denominated monetary items at the end of the reporting period. For a 3% strengthening/weakening of the Group’s functional currency against the USD, there would be a decrease/an increase of $10,404 thousand and $30,114 thousand in pre-tax profit for the years ended December 31, 2017 and 2016, respectively.

In management’s opinion, this sensitivity analysis is unrepresentative of the Group’s inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period.

b) Interest rate risk

The Group was exposed to fair value interest rate risk because the Group held financial assets and financial liabilities at fixed rates; the Group was exposed to cash flow interest rate risk because the Group held financial assets and financial liabilities at floating rates. The Group’s management personnel monitors the changes in the market rates on a regular basis and adjusts the floating rate financial liabilities to make the Group’s rates approach market rates in response to the risk caused by changing market rates.

The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2017
2016
$ 1,910,552
$ 2,669,391
1,199,834
1,649,791
189,685
136,631
2,900,000
2,450,000

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both financial assets and liabilities at the end of the reporting period. A 50-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.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2017 and 2016 would have decreased/increased by $13,552 thousand and $11,567 thousand, respectively.

160

c) Other price risk

The Group was exposed to equity price risk through its investments in equity securities listed in the ROC or other countries. The Group manages this exposure by maintaining a portfolio of investments with different risks. In addition, the Group has appointed a special team to monitor price risk.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risk at the end of the reporting period.

If equity prices had been 5% higher/lower, pre-tax profit for years ended December 31, 2017 and 2016 would have increased/decreased by $72,014 thousand and $77,336 thousand, respectively, as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the years ended December 31, 2017 and 2016 would have increased/decreased by $126,106 thousand and $121,632 thousand, respectively, as a result of the changes in fair value of available-for-sale financial assets.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk could arise from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets. The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored.

The Group transacted with a large number of unrelated customers in a variety of areas, and, thus, no concentration of credit risk was observed. Ongoing credit evaluations are performed on the financial conditions of trade receivables; therefore, the Group’s credit risk is limited.

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.

As such cash and cash equivalents are sufficient to finance the Group’s operations, there is no liquidity risk arising from the deficiency of funds to fulfill contractual obligations.

  • a) Liquidity and interest rate risk table for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods based on the probable earliest repayment dates. The table was 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 table includes both interest and principal cash flows.

  • 161 -

December 31, 2017

Weighted
Average Interest
Rate
On Demand or
Less than 1 Year
Non-derivative financial liabilities
Non-interest bearing liabilities
$ 553,356

Floating interest rate liabilities
0.71%
1,200,000
Fixed interest rate liabilities
1.10%

450,000

$ 2,203,356

December 31, 2016
Weighted
Average Interest
Rate
On Demand or
Less than 1 Year
Non-derivative financial liabilities
Non-interest bearing liabilities
$ 614,676

Fixed interest rate liabilities
0.84%
1,650,000
Floating interest rate liabilities
1.10%

-

$ 2,264,676
1-5 Years
$ 26,950

-

2,450,000

$ 2,476,950

1-5 Years
$ 26,950

-

2,450,000

$ 2,476,950
5+ Years
$ -
-

-
$ -
5+ Years
$ -
-

-
$ -
  • b) Financing facilities

Bank loans are an essential source of liquidity for the Group. The table below details the used and unused amount of bank loans at the end of the reporting period.

Unsecured bank overdraft facilities, reviewed annually
and payable on demand:
Amount used

Amount unused

December 31 December 31


2017
$ 4,100,000

3,569,493

$ 7,669,493
2016
$ 4,100,000

1,612,825
$ 5,712,825

29. TRANSACTIONS WITH RELATED PARTIES

The Company’s ultimate parent is USI Corporation, which held 36.08% of the ordinary shares of the Company as of December 31, 2017 and 2016.

Balances and transactions between the Company and its subsidiaries (which are related parties of the Company) have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.

162

  • a. Related parties’ names and relationships

Related Party Name

Relationship with the Company

USI Corporation Ultimate parent entity Union Polymer Int'l Investment Corp. (“Union Polymer”) Parent entity China General Plastics Corporation (“CGPC”) Associate China General Terminal & Distribution Corporation (“CGTD”) Associate Acme Electronics Corporation (“ACME”) Associate Thintec Materials Corporation (“TMC”) Associate USI Optronics Corporation (“USIO”) Associate Swanson Plastics Corporation (“SPC”) Associate Taiwan United Venture Capital Corp. (“TUVC”) Associate Taiwan VCM Corporation (“TVCM”) Associate CGPC Polymer Corporation (“CGPCP”) Associate Forever Young Company Limited (”Forever Young”) Associate Taita Chemical Company, Limited (“TTC”) Fellow subsidiary Taiwan United Venture Management Corporation (“TUVM”) Fellow subsidiary USI Management Consulting Corporation (“UM”) Fellow subsidiary USIFE Investment Co., Ltd. (“USII”) Fellow subsidiary Chong Loong Trading Co., Ltd. (“CLT”) Fellow subsidiary USI (Hong Kong) (“USI (HK)”) Fellow subsidiary USI Education Foundation (“USIF”) Essential related party

  • b. Sales of goods

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
Fellow subsidiary

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 596,780

155,133
25,704

$ 777,617
2016
$ 942,397
168,367

23,391
$ 1,134,155

Sales of goods to related parties were made at the Group’s usual prices and conditions which were the same as those to unrelated parties.

  • c. Purchases of goods

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
Fellow subsidiary

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 275,942

38,933
6,942

$ 321,817
2016
$ 259,443
37,653

2,868
$ 299,964

Purchases from related parties were made at market prices which were at the Group’s usual prices and conditions which were the same as those from unrelated parties.

  • 163 -

  • d. Management fees (under general and administrative expenses)


Related Party Category/Name
Ultimate parent entity
USI Corporation

Fellow subsidiary
UM
Others


For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2017
$ 6,474

30,268
950

31,218

$ 37,692
2016
$ 5,617
26,982

-

26,982
$ 32,599
  • e. Rental expenses (under selling and marketing expenses and general and administrative expenses)

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 2,240

-

$ 2,240
2016
$ 2,470

13
$ 2,483
  • f. Donation expenses (under general and administrative expenses)

Related Party Category/Name
Essential related party
USI Education Foundation

Management income (under other income)

Related Party Category
Associate
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2017
2016
$ 2,000
$ 2,000
For the Year Ended December 31
2017
$ 1,745
2016
$ 1,620
  • g. Management income (under other income)

164

  • h. Rental income (under other income)

Related Party Category/Name
Ultimate parent entity
USI Corporation

Parent entity
Union Polymer
Associate
TVCM
Others


Fellow subsidiary
TTC
Others


For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2017
$ 3,297

202
13,679
7,412

21,091

7,622
3,380

11,002

$ 35,592
2016
$ 3,716
319
12,152

8,293

20,445
7,045

4,611

11,656
$ 36,136

The previously indicated associates leased pipelines from the Group with lease terms of 1 years. The lease contracts are to be regarded as renewed if there is no declaration of termination. The lease payments are calculated according to actual operating volume and are paid on a monthly basis.

  • i. Investment consultant fees (under other gains and losses)

Related Party Category
Fellow subsidiary
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
$ 1,822
2016
$ 1,822
  • j. Accounts receivable from related parties
Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
Fellow subsidiary

December 31 December 31


2017
$ 99,228

12,303
1,404

$ 112,935
2016
$ 163,014
26,734

784
$ 190,532
  • 165 -

  • k. Other receivables from related parties

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
TVCM
CGTD
Others


Fellow subsidiary
TTC
Others


December 31 December 31





2017
$ 425

2,945
920
513

4,378

1,609
117

1,726

$ 6,529
2016
$ 55,206
2,347
978

294

3,619
227

18

245
$ 59,070

Other receivables from related parties were the payments from the ultimate parent entity and associates to allocate and transfer raw materials from the Company.

  • l. Accounts payable to related parties
Related Party Category/Name

Ultimate parent entity
USI Corporation

Associate

December 31 December 31



2017
$ 63,843

3,881

$ 67,724
2016
$ 67,292

4,555
$ 71,847
  • m. Other payables to related parties
Related Party Category/Name

Ultimate parent entity
USI Corporation

Associate
Fellow subsidiary

**December 31 ** **December 31 **



2017
$ 297,039

4,854
640

$ 302,533
2016
$ 114,971
2,763

567
$ 118,301

Other payables to related parties were the payments from the Company for the allocation and transfer of ethylene from related parties.

166

  • n. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 10,514

108

$ 10,622
2016
$ 15,804

166
$ 15,970

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Significant commitments

The amount available under unused letters of credit as of December 31, 2017 was $183,307 thousand.

  • b. Significant contract

The Company and USI Corporation signed a joint venture contract for a Fujian Gulei Petrochemical Co., Ltd. investment on April 17, 2014. The related entities of the contract or commitments are Ho Tung Chemical Corporation, LCY Chemical Corporation, Hengtai Petroleum Company Limited, Chenergy Global Corporation and Lien Hwa Corporation. The main contents of the contract and commitments include: (1) the shareholders shall establish Ever Victory Global Limited (hereinafter referred to the “Joint Venture”) and agree to pass the establishment of the 100% owned company named Dynamic Ever Investments Limited in Hong Kong (hereinafter referred to as the “Hong Kong Company”), whose purpose is to build oil refineries and produce ethylene as well as seven other products on the Gulei Peninsula in Zhangzhou, Fujian Province, as approved by the Investment Commission at Taiwan’s Ministry of Economic Affairs and according to the operating business permitted by the Joint Venture’s board of directors; and (2) the Hong Kong Company will establish a joint venture company in accordance with the laws of the People’s Republic of China between China Petrochemical Corporation or its affiliated enterprises; Fujian Refining and Chemical Co., Ltd. will establish a joint venture company in accordance with the laws of the People’s Republic of China in Fujian Province between China Petrochemical Corporation or its affiliated enterprises (hereinafter referred to as “Gulei Company”) and acquire 50% of the shares of Gulei Company as a basis for cooperative investment. The amount which the Joint Venture invested in Gulei Company after the signing of the original investment contract increased due to the capital needs of the investment plan, which led to part of the original related contract entities being unable to purchase the shares based on their respective investment ratio as provided by the original contract. Therefore, the Company and USI Corporation resigned the joint venture contract on September 30, 2016 and added a new contractually promised related entity, CTCI Corp. Also, the termination stipulations of the original joint venture contract are the same time.

As of December 31, 2017, the Company and USI Corporation invested US$46,270 thousand (approximately $1,443,125 thousand) and US$77,346 thousand (approximately $2,407,735 thousand), respectively, to establish Ever Conquest Global Limited (recognized as investments accounted for using the equity method). Via Ever Conquest Global Limited, the Company and USI Corporation increased the capital in the Joint Venture by US$123,616 thousand. The Joint Venture reinvested in the Hong Kong Company US$82,588 thousand and US$82,689 thousand in January and July 2017, respectively. The Hong Kong Company invested a total amount of RMB1,152,400 thousand (approximately US$169,901 thousand) in Gulei Company in April and August 2017.

The Group was involved in a proposal of urban renewal, in which it coordinates with neighbors by right of transfer dominated by Huaku Development Co., Ltd. and provides around ten of its investment

  • 167 -

properties (located at Yanji St., Songshan Dist., Taipei City) to increase its operating efficiency. Thus, the Group signed an agreement with Huaku Development Co., Ltd. and received $3,200 thousand as security deposits. The Taipei City Government approved the proposal on November 30, 2017. In addition, the Group, Huaku Development Co., Ltd. and the Trust Department of E.Sun Commercial Bank, who was commissioned to manage, consolidate, split up, transfer and dispose of the properties and buildings within the duration of the agreement, signed a tripartite agreement on the real estate trust.

c. Contingencies

Regarding China General Terminal & Distribution Corporation (hereinafter “CGTD”), who had been commissioned to operate LCY Chemical Corp.’s propene pipeline resulting in a gas explosion on July 31, 2014, the Kaohsiung District Prosecutor Office instituted a public prosecution against the related personnel of the Kaohsiung Government, LCY Chemical Corp. and CGTD employees on December 18, 2014. As of the reporting date, the attribution of responsibility for the gas explosion and the subsequent impact is still pending the conclusion of the in-progress trial of the Kaohsiung District Court.

CGTD arrived at an agreement with the Kaohsiung City Government on February 12, 2015, pledging certificates of bank deposits of $226,983 thousand, interests included, to the Kaohsiung City Government as collateral for the loss caused by the gas explosion. The Kaohsiung City Government also filed civil procedure requests in succession against LCY Chemical Corp., CGTD and CPC. Corporation, Taiwan (“CPC”). Taiwan Power Company applied for provisional attachment against CGTD’s property on August 27 and November 26, 2015. Taiwan Water Corporation also applied for provisional attachment against CGTD’s property on February 3 and March 2, 2017. At the end of February 2018, the provisionally attached property was worth $151,229 thousand.

As for the victims, CGTD, LCY Chemical Corp. and the Kaohsiung City Government signed a tripartite agreement for the compensation of the 32 victims’ families on July 17, 2015. Each victim’s family received $12,000 thousand, and the compensation was $384,000 thousand in total, which was paid in four annual payments by LCY Chemical Corp. LCY Chemical Corp. was in charge of negotiating the compensation with the victims’ families and signing the settlement agreement on behalf of the three parties.

As for the seriously injured, CGTD, LCY Chemical Corp. and the Kaohsiung City Government signed a tripartite agreement for the compensation of the 65 seriously injured victims’ families on October 25, 2017. Compensation was paid by CGTD and the Kaohsiung City Government, and CGTD was in charge of negotiating the compensation with the seriously injured victims’ families and signing the settlement agreement on behalf of the three parties.

Up to February 2018, victims and victims’ families had written letters or filed civil procedures (and criminal procedures) against CGTD, LCY Chemical Corp. and CPC for compensation. Along with the formerly mentioned compensation, the accumulated amount of compensation is $4,038,198 thousand, and the actual payment of CGTD depends on the verdict of the civil procedures. The date of the criminal procedures is estimated to be on May 11, 2018 and part of the civil procedures will be held on June 22, 2018.

31. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The 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:

168

December 31, 2017

Foreign
Currency (In
Thousands)
Exchange Rate
Functional
Currency (In
Thousands)
Financial assets
Monetary items
USD
$ 12,719
29.760 (USD:NTD) $ 378,528
USD
105
6.5342 (USD:RMB)
684
RMB
1,939
0.1530 (RMB:USD)
297
RMB
38,479
4.5545 (RMB:NTD)
175,252
JPY
5
0.2642 (JPY:NTD)
1

Non-monetary items
Investments accounted for
using the equity method
USD
47,747
29.760 (USD:NTD)
1,420,944
Financial liabilities
Monetary items
USD
1,171
29.760 (USD:NTD)
34,858
JPY
7,500
0.2642 (JPY:NTD)
1,982

December 31, 2016
Foreign
Currency (In
Thousands)
Exchange Rate
Functional
Currency (In
Thousands)
Financial assets
Monetary items
USD
$ 35,008
32.250 (USD:NTD) $ 1,128,996
USD
42
6.9370 (USD:RMB)
289
RMB
641
0.1442 (RMB:USD)
92
RMB
62,653
4.6490 (RMB:NTD)
291,276
JPY
5
0.2756 (JPY:NTD)
1
Carrying
Amount
$ 378,528

3,115

8,839

175,252
1
$ 565,735
$ 1,420,944
$ 34,858
1,982
$ 36,840
Carrying
Amount
$ 1,128,996

1,344

2,967

291,276
1
$ 1,424,584
(Continued)

December 31, 2016

  • 169 -
Foreign
Currency (In
Thousands)
Exchange Rate
Functional
Currency (In
Thousands)
Non-monetary items
Investments accounted for
using the equity method
USD
$ 1,971
32.250 (USD:NTD) $ 63,554
Financial liabilities
Monetary items
USD
3,923
32.250 (USD:NTD)
126,531
JPY
102
0.2756 (JPY:NTD)
28
Carrying
Amount
$ 63,554
$ 126,531
28
$ 126,559
(Concluded)

For the years ended December 31, 2017 and 2016, realized and unrealized net foreign exchange gains (losses) were $(21,773) thousand and $4,562 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

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 investments in subsidiaries, associates and joint ventures). (Table 1)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (Table 2)

  • 5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (None)

  • 9) Trading in derivative instruments. (Note 7)

  • 10) Intercompany relationships and significant intercompany transactions. (Table 4)

  • 11) Information on investees. (Table 5)

170

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 6)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses. (Table 7)

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses. (None)

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance during the period, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.

  • 171 -

33. SEGMENT INFORMATION

a. Operating segments

According to IFRS 8“Operating Segments”, the Group is a single operating segment that produces and sells petrochemical products, and therefore, there is no need to disclose the information of operating segments.

  • b. Geographical information

The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below:


Taiwan

Asia
Others

Revenue from External
Customers
For the Year Ended December 31
2017
2016
$ 2,592,302
$ 2,627,683

3,772,552
3,228,349

39,613

37,303

$ 6,404,467
$ 5,893,335
Revenue from External
Customers
For the Year Ended December 31
2017
2016
$ 2,592,302
$ 2,627,683

3,772,552
3,228,349

39,613

37,303

$ 6,404,467
$ 5,893,335
Non-current Assets Non-current Assets
**December 31 **


2017
$ 2,592,302

3,772,552

39,613

$ 6,404,467


2017
$ 4,064,537

82,757
-

$ 4,147,294
2016
$ 4,230,789
92,481

-
$ 4,323,270

Non-current assets exclude financial instruments, deferred tax assets and refundable deposits.

  • c. Information about major customers

Single customers who contributed 10% or more to the Group’s revenue were as follow:


Customer A
For the Year Ended For the Year Ended December 31
2017
$ 596,780
2016
$ 942,397

172

TABLE 1

ASIA POLYMER CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES) DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Asia Polymer Corporation Ordinary shares
Harbinger Venture Capital Corp.
Riselink Venture Capital
KHL IB Venture Capital Co., Ltd.
USI Corporation
CTCI Corporation
AU Optronic Corporation
Wafer Works Corporation
Neo Solar Power Corp.
Evergreen Marine Corp.
Oriental Union Chemical Corp.
Quanta Computer Inc.
Beneficiary securities
Cathay No. 1 Real Estate Investment Trust Fund
Cathay No. 2 Real Estate Investment Trust Fund
Shin Kong No. 1 Real Estate Investment Trust Fund
Fubon No. 2 Real Estate Investment Trust Fund
Jih Sun Money Market Fund
Paradigm Pion Money Market Fund
Nomura Taiwan Money Market Fund
Prudential Financial Money Market Fund
-
-
-
Ultimate parent
company
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
408,000
769,516
18,200,000
99,368,307
14,496,107
9,618,516
2,017,271
229,127
1,500,000
866,000
500,000
4,901,000
2,500,000
2,000,000
5,000,000
3,534,072
2,262,916
3,089,187
3,183,308
$ 4,080
7,695
182,000
1,629,640
654,499
119,270
85,936
3,150
24,525
27,409
30,950
64,938
33,275
29,020
56,850
52,048
26,000
50,115
50,050
1.20
1.67
11.90
8.53
1.90
0.10
0.43
0.02
0.04
0.10
0.01
-
-
-
-
-
-
-
-
$ -
-
-
1,629,640
654,499
119,270
85,936
3,150
24,525
27,409
30,950
64,938
33,275
29,020
56,850
52,048
26,000
50,115
50,050

(Continued)

  • 173 -
Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
APC (BVI) Holding Co. Ltd. UPAMC James Bond Money Market Fund
Taishin 1699 Money Market Fund
CTBC Hwa-win Money Market Fund
Mirae Asset Solomon Money Market Fund
Taishin Ta-Chong Money Market Fund
Yuanta De-Li Money Market Fund
Fubon Chi-Hsiang Money Market Fund
Deutsche Far Eastern DWS Taiwan Money Market Fund
Eastspring Investments Well Pool Money Market Fund
Hua Nan Kirin Money Market Fund
Yuanta Wan Tai Money Market Fund
Shin Kong Chi-Shin Money-Market Fund
Cathay Taiwan Money Market Fund
TCB Taiwan Money Market Fund
Capital Money Market Fund
Shares
Budworth Investment Ltd. - ordinary shares
Teratech Corp. - ordinary shares
Silicon Technology Investment (Cayman) Corp. -
preference shares
NeuroSky, Inc. - series D preference shares
TGF Linux Communication, Inc. - preference shares
Sohoware, Inc. - preference shares
Boldworks, Inc. - preference shares
Solargiga Energy Holdings Ltd. - preference shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available-for-sale financial assets - non-current
3,013,116
6,844,627
6,396,007
798,148
3,476,051
4,570,721
10,649,432
862,076
3,715,649
6,741,512
3,319,943
3,245,636
3,230,679
8,814,087
3,120,417
256,140
112,000
1,519,701
2,397,364
300,000
450,000
689,266
15,868,333
$ 50,064
92,040
70,071
10,005
49,091
74,082
166,121
10,024
50,252
80,267
50,004
50,001
40,009
89,035
50,051
1,975
-
48,938
4,113
-
-
-
17,212
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.45
0.67
2.95
0.55
-
-
-
0.49
$ 50,064
92,040
70,071
10,005
49,091
74,082
166,121
10,024
50,252
80,267
50,004
50,001
40,009
89,035
50,051
-
-
-
-
-
-
-
17,212
(1)
(1)
(1)
(1)

(Continued)

174

Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
APC Investment Co., Ltd. Ordinary shares
USI Corporation
Evergreen Marine Corp.
Oriental Union Chemical Corp.
Beneficiary securities
Yuanta Wan Tai Money Market Fund
Cathay Taiwan Money Market Fund
Ordinary shares
Neo Solar Power Corp.
Ultimate parent
company
-
-
-
-
-
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Financial assets at fair value through profit or
loss - current
Available-for-sale financial assets - non-current
43,930
500,000
350,000
1,112,602
1,999,525
1,131,920
$ 720
8,175
11,078
16,758
24,762
15,564
-
0.01
0.04
-
-
0.11
$ 720
8,175
11,078
16,758
24,762
15,564

Note 1: The carrying amount was zero as of December 31, 2017 due to the impairment loss recognized in prior years.

Note 2: Refer to Tables 5 and 6 for information about subsidiaries and associates.

(Concluded)

  • 175 -

TABLE 2

ASIA POLYMER CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable
Securities
Financial
Statement Account

Counterparty
Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain (Loss) on
**Disposal **
Number of
Shares
Amount
APC Corporation Shares
Ever Conquest
Global Limited.
Fund
Taishin 1699
Money Market
Fund
TCB Taiwan
Money Market
Fund
Jih Sun Money
Market Fund
Fubon Chi-Hsiang
Money Market
Fund
Investments
accounted for
using the equity
method
Financial assets at
fair value through
profit or loss -
current
Financial assets at
fair value through
profit or loss -
current
Financial assets at
fair value through
profit or loss -
current
Financial assets at
fair value through
profit or loss -
current
-

-

-

-

-
Associate
-
-
-
-
2,171,000
18,538,306
-
10,862,044
-
$ 63,554

248,000

-

159,000

-
44,099,000
33,085,671
47,665,006
15,710,003
22,731,694
$ 1,377,923

444,300

480,700

231,000

354,000

-
44,779,350
38,850,919
23,037,975
12,082,262
$ -

601,232

392,037

339,156

188,259
$ -

600,300

391,715

337,972

188,000
$ -

932

322

1,184

259
46,270,000

6,844,627

8,814,087

3,534,072
10,649,432
$ 1,420,944
(Note 1)

92,040
(Note 2)

89,035
(Note 3)

52,048
(Note 4)

166,121
(Note 5)

Note 1: The ending balance includes the original investment amount, the share of profit (loss) of investees and other related adjustments.

Note 2: The ending balance includes the original investment amount of $92,000 thousand and adjustments for fair value changes of $40 thousand.

Note 3: The ending balance includes the original investment amount of $88,985 thousand and adjustments for fair value changes of $50 thousand.

Note 4: The ending balance includes the original investment amount of $52,028 thousand and adjustments for fair value changes of $20 thousand.

Note 5: The ending balance includes the original investment amount of $166,000 thousand and adjustments for fair value changes of $121 thousand.

176

TABLE 3

ASIA POLYMER CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details **Abnormal Transaction ** **Abnormal Transaction ** Notes/Accounts Receivable (Payable) Notes/Accounts Receivable (Payable) Note
Purchase/
Sale

Amount
% of
**Total **
Payment Terms Unit Price Payment
Terms
Financial Statement Account
and Ending Balance
% of
**Total **
Asia Polymer Corporation USI Corporation Ultimate parent company Sale
Purchase
$ (596,780)

275,942
(9.32)
4.83
60 days
30 days
No significant
difference
No significant
difference
No significant
difference
No significant
difference
Accounts receivable - related
parties $99,228
Accounts payable - related parties
$63,843
16.42

35.96
  • 177 -

TABLE 4

ASIA POLYMER CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Investee Company Counterparty Relationship
(Note 2)
Transactions Details Transactions Details
Financial Statement Account Amount
(Note 4)
Payment Terms % of Total
Sales or Assets
(Note 3)
0 Asia Polymer Corporation APC Investment Co., Ltd.
USI Trading (Shanghai) Co., Ltd.
1
1
Non-operating income and expenses - rental income
Accounts receivable from related parties
Sales revenue
Commission expenses
Other payables to related parties
$ 135
30,659
66,242
706
93
No difference
No difference
No difference
No difference
No difference
-
-
-
-
-
1 USI International Corp. USI Trading (Shanghai) Co., Ltd. 3 Other receivables from related parties
Other payables to related parties
Operating expenses - rental income
Management services expense
9,951
135
1,463
130
No difference
No difference
No difference
No difference
-
-
-
-

Note 1: The correlation between the numeral and the entity are stated as follows:

  • a. The Company: 0.

  • b. The subsidiaries: 1 onward.

Note 2: The direction of the investment is as follows:

  • a. The Company to the subsidiaries: 1.

  • b. The subsidiaries to the Company: 2.

  • c. Between subsidiaries: 3.

Note 3: The following numerals indicate the manner of ratio calculation of the respective transaction type:

  • a. Asset or liability: The ratio was calculated based on the ending balance of total consolidated assets;

  • b. Income or loss: The ratio was calculated based on the midterm accumulated amounts of total consolidated sales revenue.

Note 4: All intercompany transactions have been eliminated on consolidation.

178

TABLE 5

ASIA POLYMER CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2017 As of December 31, 2017 As of December 31, 2017 Net Income (Loss)
of the Investee
Share of Profits
(Loss)
Note
December 31, 2017 December 31, 2016 Number ofShares % Carrying Amount
Asia Polymer Corporation
APC (BVI) Holding Co., Ltd.
APC Investment Co., Ltd.
APC (BVI) Holding Co., Ltd.
APC Investment Co., Ltd.
USI International Corp.
China General Plastics Corporation
China General Terminal & Distribution
Corporation
Swanson Plastics Corporation
Acme Electronics Corporation
Taiwan United Venture Capital Corp.
Thintec Materials Corporation
USI Optronics Corporation
Ever Conquest Global Ltd.
ACME Electronics (Cayman) Corp.
USI International Corp.
Acme Electronics Corporation
Swanson Technologies Corporation
British Virgin Islands
Taipei, Taiwan
British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
British Virgin Islands
British Virgin Islands
British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Reinvestment
Investment
Reinvestment
Manufacture and marketing of PVC plastic cloth and three-
time processed products
Warehousing and transportation of petro chemical raw
materials
Manufacture and marketing of stretch film, diaper film,
embossed film, heavy-duty sacks
Manufacture and marketing of manganese-zinc and ferrite
core
Investment in high technology businesses
Manufacture and marketing of reinforced plastic products
Manufacture and marketing of sapphire products
Reinvestment
Reinvestment
Reinvestment
Manufacture and marketing of manganese-zinc and ferrite
core
Manufacture and marketing of EVA film
$ 409,938
(US$ 13,774,806 )
200,000
83,328
(US$ 2,800,000 )
247,412
41,802
75,242
61,348
52,791
36,250
59,725
1,376,995
(US$ 46,270,000 )
156,088
(US$ 5,244,903 )
35,712
(US$ 1,200,000 )
14,889
30,000
$ 409,938
(US$ 13,774,806 )
200,000
83,328
(US$ 2,800,000 )
247,412
41,802
75,242
61,348
52,791
36,250
-
64,609
(US$ 2,171,000 )
156,088
(US$ 5,244,903 )
35,712
(US$ 1,200,000 )
14,889
30,000
11,342,594
20,000,000
2,800,000
39,700,480
17,079,107
11,909,495
6,056,623
3,913,533
1,825,000
5,972,464
46,720,000
8,316,450
1,200,000
1,884,548
3,000,000
100.00
100.00
70.00
8.07
33.33
7.95
3.32
8.33
30.42
9.20
37.43
16.64
30.00
1.03
15.00
$ 435,497
108,578
121,144
629,910
272,509
197,140
45,253
26,748
7,617
43,697
1,420,944
190,627
51,919
14,081
(9,397 )
$ (8,545 )
3,315
4,898
1,269,808
53,358
164,402
(103,454 )
20,110
(866 )
(175,708 )
10,291
(50,915 )
4,898
(103,454 )

(21,502 )
$ (8,545 )

3,315
3,428

102,464

17,786

13,069

(3,435 )
1,675

(263 )

(16,028 )
868

-
-

-

-
Subsidiary (Note 1)
Subsidiary (Note 1)
Subsidiary (Note 1)
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method (Note 1)
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method

Note 1: All intercompany transactions have been eliminated on consolidation.

  • 179 -

TABLE 6

ASIA POLYMER CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi in Thousands, Unless Stated Otherwise)

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 3)
Paid-in Capital
(Note 3)
Method and Medium of
Investment
(Note 1)
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2017
(Note 3)
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2017
Net Income (Loss)
of Investee
(Note 2)
% Ownership
of Direct or
Indirect
Investment
Investment Gain
(Loss)
(Note 2)
Carrying Amount as of
December 31, 2017
(Note 3)
Accumulated
Repatriation of
Investment Income
as of December 31,
2017
Outflow
(Note 3)
Inflow
ACEM Electronics (Kunshan)
Co., Ltd.
USI Trading (Shanghai) Co.,
Ltd.
Fujian Gulei Petrochemical Co.,
Ltd.
Manufacture and marketing of manganese-
zinc soft ferrite core
Management of chemical products,
equipment, and plastic products;
wholesale of electronic materials,
commission agency services and related
supporting import and export services
Manufacture of crude oil and petroleum
products
$ 914,376
(US$ 30,725,000 )
74,400
(US$ 2,500,000 )
10,497,212
(RMB 2,304,800,000 )

(2)
ACME Electronics (Cayman) Corp.

(2)
APC (BVI) Holding Co., Ltd.

(2)
Dynamic Ever Investments Ltd.
$ 124,319
(US$ 4,177,369 )
90,339
(US$ 3,035,601 )
-
$ -
-
1,284,912
(US$43,175,806 )
$ -
-

-
$ 124,319
(US$ 4,177,369 )

90,339
(US$ 3,035,601 )

1,284,912
(US$ 43,175,806 )
(Note 2,b,2 )
$ (77,698 )
(Note 2,b,2 )
6,555
(Note 2,b,1 )
(13,083 )
16.64
100.00
12.71
$ (12,931 )
6,555
(1,662 )
$ 119,563

99,903

1,332,033
$ -
-
-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2017
(Note 3)
Investment Amounts Authorized by
Investment Commission, MOEA
(Note 3)
Upper Limit on the Amount of Investment
Stipulated by Investment Commission,
MOEA
$1,643,017 (Note 4)
(US$55,208,912)
$4,802,717
(US$161,381,608)
-
(Note 5)

Note 1: Investments are divided into three categories as follows:

  • a. Direct investment: 1.

  • b. Investments through a holding company registered in a third region: 2.

  • c. Others: 3.

Note 2: For the column of investment gain (loss):

a. If there is no investment gain (loss) during the preparation, it should be noted.

  • b. If the basis for the recognition of investment gain (loss) is classified into the following three type, it should be noted as follows:

  • 1) Financial statements audited by international accounting firms which have a cooperation relationship with an accounting firm in the Republic of China.

  • 2) Financial statements audited by the parent company’s CPA.

  • 3) Others.

Note 3: The calculation was based on the exchange rate as at December 31, 2017.

Note 4: The accumulated outward remittance includes the investments in Wafer Works Epitaxial Corp., Wafer Works (Shanghai) Corp., Shanghai JingJi Electronic Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., Jinzhou Youhua Silicon Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., Qinghai Chenguang New Energy Co., Ltd., USI Trading (Shanghai) Co., Ltd. (“USIT”), and Fujian Gulei Petroleum Company.

  • a. The Company invested in Wafer Works Epitaxial Corp. and Wafer Works (Shanghai) Corp. through Silicon Technology Investment (Cayman) Corp.

b. The Company invested in Solar Technology Investment (Cayman) Corp. and Risheng Investment Limted through Solargiga Energy Holdings Limited, which indirectly invested in Solar Energy Silicon Materials Co., Ltd. and then in Shanghai JingJi Electronic Materials Co., Ltd. Risheng Investment Limited indirectly invested in Jinzhou Yangguang Energy Co., Ltd., Jinzhou Youhua Silicon Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., and Qinghai Chenguang New Energy Co., Ltd.

Note 5: As the Company has obtained the certificate of qualification for operating headquarters issued by the Industrial Development Bureau, MOEA in Order No.10520427730 on November 11, 2016, the upper limit on investments in mainland China pursuant to the “Principle of Investment or Technical Cooperation in Mainland China” is not applicable.

180

TABLE 7

ASIA POLYMER CORPORATION AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Transaction Type Purchase/Sale Purchase/Sale Price Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Unrealized
(Gain) Loss
Note
Amount % Payment Terms Comparison with Normal Transactions Ending Balance
%
USI Trading (Shanghai) Co.,
Ltd.
Sales revenue
Commission expenses
Rental income
Management service
expenses
$ 66,242
706
1,463
130
1.03
-
-
-
No significant
difference
-
-
-
T/T 90 days
-
-
-
No significant difference
-
-
-
$ 30,659
-
-
-
5.07
-
-
-
$ -
-
-
-
-
-
-
-
  • V. Parent Company Only Financial Statements Audited and Attested by CPAs for the Most Recent Year

INDEPENDENT AUDITORS’ REPORT

  • 181 -

The Board of Directors and Shareholders Asia Polymer Corporation

Opinion

We have audited the accompanying financial statements of Asia Polymer Corporation (the “Company”), which comprise the balance sheets as of December 31, 2017 and 2016, 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, 2017 and 2016, 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, 2017. 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 related to the Company’s financial statements for the year ended December 31, 2017 are stated as follows:

182

Revenue Recognition

The increase in sales revenue of the Company in 2017 was due to sales of products with new specifications produced by a new production line, which accounted for approximately 29% of net operating revenue. In addition, the new products were sold mainly to new customers and the Company’s parent company. Therefore, revenue recognition has been identified as a key audit matter.

  • 183 -

The audit procedures performed in response to the risk were as follows:

  1. We obtained an understanding of the design and implementation of the new product's internal controls and tested if these controls were performed effectively. Such controls include credit assessments of customers, revenue recognition and receivables collection.

  2. We sampled and inspected new product purchase orders from customers, shipping confirmations and receivables collection receipts in order to verify the accuracy of sales revenue.

  3. We reviewed sales returns and discounts recognized and the amounts received in subsequent periods to assess for any abnormalities.

Valuation of Inventory

As of December 31, 2017, the carrying amount of inventory was NT$745,434 thousand (i.e. the gross amount of inventory of NT$756,115 thousand with a deduction for the allowance for inventory valuation and obsolescence losses of NT$10,681 thousand). Refer to Note 11 to the Company’s financial statements for details.

Inventories of the Company are stated on the lower of cost or net realizable value. The net realizable value is subject to price fluctuations of ethylene. With volatile oil prices worldwide, such valuation of inventory requires significant judgment from management; therefore, the valuation of inventory has been identified as a key audit matter.

The audit procedures performed in response to the risk were as follows:

  1. We obtained an understanding of the reasonableness of the Company’s policy and methods for the allowance for losses on obsolete inventory.

  2. We obtained the evaluation documents of the allowance for losses on obsolete inventory from management. We sampled and inspected the latest inventory quotations or sales invoices to verify basis of the evaluation and whether it is appropriate.

  3. By performing a year-end inventory observation, we understood the inventory status and evaluated the reasonableness of the allowance for losses on obsolete inventory.

184

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 the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s 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. 185 -

  3. 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.

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

  5. 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.

  6. 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.

  7. Obtain sufficient 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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes 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

186

benefits of such communication.

The engagement partners on the audit resulting in this independent audits’ report are Hsiu-Chun Huang and Shih-Tsung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 12, 2018

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 the financial statements shall prevail.

  • 187 -

ASIA POLYMER CORPORATION

BALANCE SHEETS

DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

BALANCE SHEETS
DECEMBER 31, 2017 AND 2016
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Available-for-sale financial assets - current (Notes 4 and 8)
Notes receivable (Notes 4, 5 and 10)
Accounts receivable from unrelated parties (Notes 4, 5 and 10)
Accounts receivable from related parties (Notes 4, 5, 10 and 28)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 28)
Inventories (Notes 4, 5 and 11)
Prepayments
Other current assets

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 4 and 8)
Financial assets measured at cost - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4, 12 and 29)
Property, plant and equipment (Notes 4 and 13)
Investment properties (Notes 4 and 14)
Other intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 23)
Other non-current assets (Note 25)

Total non-current assets

TOTAL
2017
Amount
%
$ 1,815,129 12
1,379,447
9
85,936
1
1,627
-
489,782
3
143,594
1
1,176
-
6,296
-
745,434
5
122,043
1

110

-


4,790,574
32

2,403,409 16
193,775
1
3,309,037 22
3,630,715 25
433,504
3
318
-
56,574
1

2,168

-


10,029,500
68

$ 14,820,074
100
2016


























Amount
%
$ 2,545,667 18

1,490,012 10

40,569
-

1,789
-

727,801
5

195,813
1

944
-

58,733
-

662,327
5

162,313
1

110

-

5,886,078
40

2,363,564 16

214,769
2

1,866,647 13

3,795,283 26

434,234
3

1,272
-

53,997
-

2,227

-

8,731,993
60
$ 14,618,071
100

188

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 16)

Short-term bills payable (Note 16)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Accounts payable to unrelated parties (Note 17)

Accounts payable to related parties (Notes 17 and 28)

Other payables to unrelated parties (Note 18)

Other payables to related parties (Note 28)

Current tax liabilities (Notes 4 and 23)

Provisions - current (Notes 4 and 19)

Current portion of long-term borrowings (Note 16)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 16)

Deferred tax liabilities (Notes 4 and 23)

Net defined benefit liabilities - non-current (Notes 4, 5 and 20)

Other non-current liabilities (Note 25)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 21 and 23)

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity


Total equity


TOTAL
$ 500,000
4

699,834
5

666
-

108,284
1

29,568
-

150,882
1

302,627
2

40,690
-

5,899
-

450,000
3

6,332

-



2,294,782
16



2,450,000 17

39,902
-

212,209
1
6,711

-


2,708,822
18


5,003,604
34


5,181,147
35

16,434

-


1,627,934 11

565,379
4
2,061,039
14

4,254,352
29

364,537

2


9,816,470
66


$ 14,820,074
100
$ 950,000
6

699,791
5

1,732
-

241,803
2

34,574
-

266,552
2

118,296
1

48,424
-

5,899
-

-
-

14,717

-

2,381,788
16

2,450,000 17

43,240
-

239,127
2
6,711

-
2,739,078
19
5,120,866
35
5,030,240
35
14,046

-

1,561,352 10

565,379
4
2,026,291
14
4,153,022
28
299,897

2
9,497,205
65
$ 14,618,071
100

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

  • 189 -

ASIA POLYMER CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 5 and 28)

OPERATING COSTS (Notes 4, 11, 20, 22 and 28)

GROSS PROFIT

OPERATING EXPENSES (Notes 20, 22 and 28)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4, 12, 22 and 28)
Other income
Other losses
Interest expense
Share of profit or loss of associates

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)
(Notes 4, 20, 21 and 23)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive loss of
associates accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss

2017
Amount
%
$ 6,241,496
100
5,556,727
89

684,769
11

105,253
2
106,318
2
6,226

-

217,797

4

466,972

7

163,928
3
(50,793) (1)
(41,762) (1)
114,334

2

185,707

3

652,679
10
87,325

1

565,354

9

(12,161)
-
(1,209)
-
2,067

-

(11,303)

-
2016






























Amount
%
$ 5,749,060
100

4,982,646
87

766,414
13

95,273
1

99,835
2

6,583

-

201,691

3

564,723
10

151,424
3

(11,392)
-

(21,895) (1)

107,404

2

225,541

4

790,264
14

119,325

2

670,939
12

(24,935) (1)

(8,110)
-

4,239

-

(28,806)
(1)
(Continued)

190

ASIA POLYMER CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations

Unrealized gain on available-for-sale financial
assets
Share of the other comprehensive income (loss) of
associates accounted for using the equity
method
Income tax relating to items that may be
reclassified subsequently to profit or loss


Other comprehensive income for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Former owners of business contribution under
common control


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company

Former owners of business contribution under
common control


EARNINGS PER SHARE (Note 24)
Basic
Diluted
2017
Amount
%
$ (44,287) (1)
99,107
2
3,438
-
6,382

-

64,640

1

53,337

1

$ 618,691
10

$ 565,354
9
-

-

$ 565,354

9

$ 618,691
10
-

-

$ 618,691
10

$ 1.09
$ 1.09
2016






















Amount
%
$ (36,266) (1)

489,480
9

(6,290)
-

4,891

-

451,815

8

423,009

7
$ 1,093,948
19
$ 665,825
12

5,114

-
$ 670,939
12
$ 1,097,395
19

(3,447)

-
$ 1,093,948
19
$ 1.29
$ 1.28
$
$
$
$
$



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

(Concluded)

  • 191 -

ASIA POLYMER CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company (Notes 21 and 24)

Share Capital
Retained Earnings
Shares (In
Ordinary
Unappropriated
Thousands)
Shares
Capital Surplus Legal Reserve Special Reserve
Earnings
BALANCE AT JANUARY 1, 2016
493,160
$ 4,931,607
$ 14,046
$ 1,508,197
$ 565,379
$ 1,836,956

Appropriation of the 2015 earnings
Legal reserve
-
-
-
53,155
-
(53,155)
Cash dividends distributed
-
-
-
-
-
(295,896)
Share dividends distributed
9,863
98,633
-
-
-
(98,633)
Net profit for the year ended December 31, 2016
-
-
-
-
-
665,825
Other comprehensive income (loss) for the year ended
December 31, 2016, net of income tax

-

-

-

-

-

(28,806)

Total comprehensive income (loss) for the year ended
December 31, 2016

-

-

-

-

-

637,019

Former owners of business contribution under
common control

-

-

-

-

-

-

BALANCE, DECEMBER 31, 2016
503,023
5,030,240
14,046
1,561,352
565,379
2,026,291
Appropriation of the 2016 earnings
Legal reserve
-
-
-
66,582
-
(66,582)
Cash dividends distributed
-
-
-
-
-
(301,814)
Share dividends distributed
15,091
150,907
-
-
-
(150,907)
Reclassification of past dividends to capital surplus
-
-
2,063
-
-
-
Changes in capital surplus from investments in
associates accounted for using the equity method
-
-
325
-
-
-
Net profit for the year ended December 31, 2017
-
-
-
-
-
565,354
Other comprehensive income (loss) for the year ended
December 31, 2017, net of income tax

-

-

-

-

-

(11,303)

Total comprehensive income (loss) for the year ended
December 31, 2017

-

-

-

-

-

554,051

BALANCE, DECEMBER 31, 2017

518,114
$ 5,181,147
$ 16,434
$ 1,627,934
$ 565,379
$ 2,061,039

The accompanying notes are an integral part of the financial statements.
Equity Attributable to Owners of the Company (Notes 21 and 24) Equity Attributable to Owners of the Company (Notes 21 and 24) Other Equity
Former Owners
Exchange
Unrealized
of Business
Differences on Gain (Loss) on Contribution
Translating
Available-for- Under Common

Foreign
sale Financial
Control
Operations
Assets
(Note 12)
$ 34,477
$ (194,956) $ 140,429


-
-
-

-
-
(41,786)

-
-
-
-
-
5,114

(40,133)

500,509

(8,561)


(40,133)

500,509

(3,447)


-

-

(95,196)

(5,656)
305,553
-

-
-
-

-
-
-

-
-
-
-
-
-
-
-
-
-
-
-

(51,095)

115,735

-


(51,095)

115,735

-

$ (56,751)
$ 421,288
$ -
Total Equity
$ 8,836,135
-

(337,682)
-
670,939

423,009

1,093,948

(95,196)
9,497,205
-
(301,814)
-
2,063
325
565,354

53,337

618,691
$ 9,816,470

Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 1,508,197
$ 565,379
$ 1,836,956

53,155
-
(53,155)
-
-
(295,896)
-
-
(98,633)
-
-
665,825

-

-

(28,806)


-

-

637,019


-

-

-

1,561,352
565,379
2,026,291
66,582
-
(66,582)
-
-
(301,814)
-
-
(150,907)
-
-
-
-
-
-
-
-
565,354

-

-

(11,303)


-

-

554,051

$ 1,627,934
$ 565,379
$ 2,061,039

192

ASIA POLYMER CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net loss on fair value change of financial assets held for trading
Interest expense
Interest income
Dividend income
Share of profit of associates
(Gain) loss on disposal of property, plant and equipment
Loss on disposal of investment properties
Net (gain) loss on disposal of available-for-sale financial assets
(Reversal of) write-down of inventories
Net loss (gain) on foreign currency exchange
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Accounts receivable from unrelated parties
Accounts receivable from related parties
Other receivables from unrelated parties
Other receivables from related parties
Inventories
Prepayments
Accounts payable from unrelated parties
Accounts payable from related parties
Other payables from unrelated parties
Other payables from related parties
Other current liabilities
Net defined benefit liabilities
2017
$ 652,679

287,148
954
23,328
41,762
(13,821)
(96,308)
(114,334)
(186)
497
(7,739)
10,330
1,053
86,171

160
235,565
51,741
-
52,437
(93,437)
40,270
(133,413)
(4,780)
(113,878)
185,857
(8,385)

(39,080)
2016
$ 790,264
177,737
1,785
3,622
21,895

(11,329)

(88,701)

(107,404)

34
-

912
(6,622)
(8,820)
(1,029,124)
(1,057)
(502,245)
45,298
177
(21,433)

131,502
(74,153)

(38,278)

23,472

104,334
48,573

5,252

(85,684)
(Continued)

ASIA POLYMER CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(In Thousands of New Taiwan Dollars)

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
Purchases of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
Capital reduction of financial assets measured at cost
Capital reduction of investments accounted for using the equity
method
Acquisition of associates

Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment

Decrease (increase) in refundable deposits
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayments of) short-term borrowings
Proceeds from short-term bills payable
Proceeds from long-term borrowings

Repayments of long-term borrowings

Decrease in other non-current liabilities
Dividends paid to owners of the Company
2017
1,044,591
13,632
(41,517)

(92,525)


924,181

-
21,634
20,994
-
(1,437,647)
(122,371)
$ 210

59
164,167

(1,352,954)

(450,000)
-
7,150,000

(6,700,000)
-
(301,765)
2016
(619,993)
10,404

(20,884)

(97,695)

(728,168)
(1,993)
2,216
3,977
6,661

-

(333,069)
$ 12
(59)
128,825
(193,430)

740,000
449,836
4,450,000
(2,000,000)
(49)
(295,896)

(Continued)

194

ASIA POLYMER CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
(In Thousands of New Taiwan Dollars)
2016
3,343,891
2,422,293
123,374
$ 2,545,667
(Concluded)

2017
Net cash generated from (used in) financing activities

(301,765)

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
(730,538)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
2,545,667

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
$ 1,815,129

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

ASIA POLYMER CORPORATION

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Asia Polymer Corporation (the “Company”) was established in January 1977. The Company designs, develops, manufactures and sells low-density polyethylene (LDPE), and ethylene vinyl acetate copolymer (EVA).

The ordinary shares of the Company have been listed on the Taiwan Stock Exchange since June 1986. As of December 31, 2017, the ultimate parent company, USI Corporation, held 36.08% of ordinary shares of the Company.

The functional currency of the Company is the New Taiwan dollar, and the financial statements of the Company are presented in the Company’s functional currency.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors and authorized for issue on March 12, 2018.

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) Amendments to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

The amendments clarify that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is the fair value less costs of disposal, the Company is required to disclose the fair value hierarchy. If the fair value measurements are categorized within Levels 2 and 3, the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using the present value technique. The amendments should be applied retrospectively starting from January 1, 2017.

196

  • 2) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include an emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions.

The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president of the Company, or is the spouse or second immediate family of the chairman of the board of directors or president of the Company, are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationships with whom the Company has significant transactions. If the transaction amount or balance with a specific related party is 10% or more of the Company’s respective total transaction amount or balance, such transactions should be separately disclosed by the name of each related party.

When the amendments are applied retrospectively from January 1, 2017, the disclosure of related party transactions is enhanced. Refer to Note 28 for the related disclosure.

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018 and the amendments to IFRS 9 for early adoption starting from 2018
New, Revised or Amended Standards and Interpretations
(the“New IFRSs”)
Annual Improvements to IFRSs 2014-2016 Cycle

Amendments to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”

Amendments to IFRS 4 “Applying IFRS 9 Financial
Instruments with IFRS 4 Insurance Contracts”

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date
of IFRS 9 and Transition Disclosures”

IFRS 15 “Revenue from Contracts with Customers”

Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue
from Contracts with Customers”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets
for Unrealized Losses”

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

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 amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendments to IAS 28 are retrospectively applied for annual periods beginning on or after January 1, 2018.

IFRS 9 “Financial Instruments” and related amendments

Classification, measurement and impairment of financial assets

With regard to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Company’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • 1) For debt instruments held within a business model whose objective is to collect contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with any impairment loss recognized in profit or loss. Interest revenue is recognized in profit or loss by using the effective interest method; and

  • 2) For debt instruments held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gains or losses shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Company may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The Company analyzed the facts and circumstances of its financial assets that exist at December 31, 2017 and performed the assessment of the impact of IFRS 9 on the classification and measurement of financial assets. Under IFRS 9, listed shares classified as available-for-sale will be designated as at fair value through other comprehensive income and the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides this, unlisted shares measured at cost will be measured at fair value instead.

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. A credit loss allowance is required for financial assets measured at amortized cost. A loss allowance for 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full-lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full-lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

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For purchased or originated credit-impaired financial assets, the Company takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.

The Company has performed a preliminary assessment in which it will apply the simplified approach to recognize full-lifetime expected credit losses for trade receivables. In general, the Company anticipates that the application of the expected credit losses model of IFRS 9 will result in an earlier recognition of credit losses for financial assets.

The Company elects not to restate prior reporting periods when applying the requirements for the classification, measurement and impairment of financial assets under IFRS 9 with the cumulative effect of the initial application recognized at the date of initial application and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9.

The anticipated impact on assets and equity of retrospective application of the requirements for the classification, measurement and impairment of financial assets as of January 1, 2018 is set out below:

Carrying
Amount as of
December 31,
2017


Impact on assets and equity
Financial assets at fair value through other
comprehensive income
$ -

Available-for-sale financial assets -
current
85,936
Available-for-sale financial assets - non-
current
2,403,409

Financial assets measured at cost - non-
current

193,775

Total effect on assets
$ 2,683,120

Retained earnings
$ 4,254,352

Unrealized gain on available-for-sale
financial assets
421,288
Unrealized gain on financial assets at fair
value through other comprehensive
income

-

Total effect on equity
$ 4,675,640
Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1,
2018
$ 2,717,338
$ 2,717,338
(85,936)
-
(2,403,409)
-
(193,775)

-
$ 34,218
$ 2,717,338
$ 69,163
$ 4,323,515
(421,288)
-
386,343

386,343
$ 34,218
$ 4,709,858

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

200

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of
Assets between an Investor and its Associate or Joint
Venture”

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

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)
To be determined by IASB
January 1, 2019 (Note 3)
January 1, 2021
January 1, 2019 (Note 4)
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: On December 19, 2017, the FSC announced that IFRS 16 will take effect starting from January 1, 2019.

  • Note 4: 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.

Under IFRS 16, if the Company is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the balance sheets except for low-value and short-term leases. The Company may elect to apply the accounting method similar to the accounting for operating leases under IAS 17 to low-value and short-term leases. On the statements of comprehensive income, the Company should present the depreciation expense charged on right-of-use assets separately from interest expense accrued on lease liabilities; interest is computed by using the effective interest method. On the statements of cash flows,

cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Company as lessor.

When IFRS 16 becomes effective, the Company may elect to apply this standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this standard recognized on the date of initial application.

Except for the above impact, 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 that are measured at fair value.

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 an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these parent company only 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 consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated 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

202

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within twelve months after the reporting period even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; 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. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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

  • d. Foreign currencies

In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which 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 translated using the exchange rate at the date of the transaction.

For the purposes of presenting financial statements, the assets and liabilities of the Company’s foreign operations (including of the subsidiaries in other countries or currencies which are different from the currency of the Company) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.

On the disposal of a foreign operation (i.e. a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to noncontrolling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

e. Inventories

Inventories consist of raw materials, production supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

  • f. Investments accounted for using the equity method

The Company uses the equity method to account for its investments in subsidiaries and associates.

  • 1) Investments in subsidiaries

A subsidiary is an entity (including a structured 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.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

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.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

Profits or losses resulting from downstream transactions are eliminated in full only in the parent company’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company’s financial statements

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only to the extent of interests in the subsidiaries of parties that are not related to the Company.

2) Investments in associates

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

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

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Company’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the investment remains associated with the Company.

The Company discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.

When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Company’ financial statements only to the extent that interests

in the associate are not related to the Company.

g. Property, plant and equipment

Property, plant and equipment are stated at cost less subsequent accumulated depreciation and subsequent accumulated impairment loss.

Property, plant and equipment in the course of construction are carried 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 their intended use.

Freehold land is not depreciated.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates 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.

  • h. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each year, with the effects of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

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 other than goodwill

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 cashgenerating unit to which the asset belongs. Corporate assets are allocated to the individual cashgenerating units on a reasonable and consistent basis of allocation.

206

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 assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. 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 an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

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

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables.

  • i. Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when such financial assets are held for trading.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 27.

  • ii. Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as availablefor-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets (relating to changes in dividends on available-for-sale equity investments) are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive

income and will be reclassified to profit or loss when such investments are disposed of or are determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established.

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets measured at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

iii. Loans and receivables

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

Cash equivalent includes time deposits and reverse repurchase agreements collateralized by bonds with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

b) Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investment have been affected.

For financial assets measured at amortized cost, such as accounts receivable, notes receivable and other 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 of 15-90 days, as well as observable changes in national or local economic conditions that correlate with defaults on receivable.

For financial assets 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 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 impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.

For any available-for-sale equity investments, a significant or prolonged decline in the fair value

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of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.

When an available-for-sale financial asset is considered to be impaired, cumulative losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between 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 accounts receivable, notes receivable and other receivables, where the carrying amount is reduced through the use of an allowance account. When an account receivable, note receivable and other receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectable accounts receivable, notes receivable and other 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.

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.

  • 2) Financial liabilities

  • a) Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividends paid on such financial liabilities. Fair value is determined in the manner described in Note 27.

  • b) Derecognition of financial liabilities

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

  • 3) Derivative financial instruments

The Company enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

  • l. Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

The provision for sales returns and rebates is an estimate, based on previous experience and relevant factors, of the possible amounts needed to settle sales returns and rebates and is treated as a reduction of sales revenue in the period in which the corresponding sales are made.

m. Revenue recognition

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. Provisions for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.

  • 1) 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;

  • 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) 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

210

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.

n. Leasing

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

1) The Company as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Company as lessee

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

o. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered 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 (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • p. Taxation

Income tax expense represents the sum of the tax currently payables 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 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 and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, 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. 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 profit against which to utilize 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 profit will be available to allow all or part of the assets 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 liabilities are settled or the assets are 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 taxes for the year

Current and deferred taxes 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, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

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

212

a. Revenue recognition

As described in Note 4, the Company recognizes revenue when certain conditions are satisfied. The Company records a provision for estimated sales return and liabilities for returns in the period when the related revenue is recorded. Provisions for estimated sales returns and related liabilities are generally made and adjusted based on management judgment, provision historical experience and other factors that would significantly affect the estimated provision; management periodically reviews the reasonableness of the provisions.

b. Estimated impairment of accounts receivable

When there is objective evidence of an impairment loss on accounts receivable, the Company takes into consideration the estimated future cash flows of such receivables. Impairment loss is measured as 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. If the actual future cash flows are less than expected, a material impairment loss may arise.

c. Write-down of inventories

The net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of the net realizable value is based on current market conditions and historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

d. Impairment assessment for tangible assets and intangible assets (excluding goodwill)

In the process of evaluating the impairment of assets, the Company is required to make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to specific asset groups while taking into consideration the nature of the industry. Furthermore, any changes in such estimations resulting from changes in economic conditions or the Company’s strategy could possibly lead to a material impairment loss in future periods.

e. Recognition and measurement of defined benefit plans

The resulting defined benefit costs under defined benefit pension plans and the net defined benefit liabilities (assets) are calculated using the projected unit credit method. Actuarial assumptions comprise the discount rates, rates of employee turnover, future salary increases, etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of expenses and liabilities.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash on hand and petty cash

Checking accounts and demand deposits
Cash equivalents
Time deposits

Reverse repurchase agreements collateralized by bonds

December 31



2017
$ 146

70,418
1,694,640

49,925

$ 1,815,129
2016
$ 200
41,486
1,858,565
645,416
$ 2,545,667

At the end of the reporting period, the market rate intervals for bank deposits and reverse repurchase agreements collateralized by bonds were as follows:

Time deposits

Reverse repurchase agreements collateralized by bonds
December 31
2017
2016
0.13%-0.79% 0.07%-1.50%
0.61%
0.32%-0.40%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS (FVTPL)

Financial assets-current
Financial assets held for trading
Non-derivative financial assets
Domestic listed shares

Mutual funds


Financial liabilities-current
Financial liabilities held for trading
Derivative financial liabilities (not under hedge accounting)
Foreign exchange forward contracts
December 31 December 31



2017
$ 86,034

1,293,413

$ 1,379,447

$ 666
2016
$ 57,778

1,432,234
$ 1,490,012
$ 1,732

The net loss on operations of financial assets and liabilities at FVTPL - current in 2017 and 2016 was $18,233 thousand and $2,899 thousand, respectively.

214

At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:

Notional Amount
Currency Maturity Date (In Thousands)
December 31, 2017
Sell USD/NTD 2018.01.03-2018.02.08 USD2,300/NTD68,951
Sell RMB/NTD 2018.01.04-2018.03.29 RMB33,600/NTD151,548
December 31, 2016
Sell USD/NTD 2017.01.25-2017.02.10 USD3,000/NTD94,904
Sell RMB/NTD 2017.02.02-2017.03.13 RMB20,944/NTD94,866
Sell RMB/USD 2017.01.20-2017.01.23 RMB13,400/USD1,914

The Company entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and, therefore, were not accounted for using hedge accounting.

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Domestic investments
Publicly traded shares

Current portion

Non-current portion

December 31 December 31



2017
$ 2,489,345

$ 85,936

2,403,409

$ 2,489,345
2016
$ 2,404,133
$ 40,569
2,363,564
$ 2,404,133

The Company disposed of certain available-for-sale financial assets, recognizing a disposal gain of $7,739 thousand and a disposal loss of $912 thousand, during 2017 and 2016, respectively.

9. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT

Domestic unlisted ordinary shares

Classified according to financial asset measurement categories
Available-for-sale financial assets
December 31 December 31


2017
$ 193,775

$ 193,775
2016
$ 214,769
$ 214,769

As the range of reasonable fair value estimates was significant, the probabilities of the various estimates cannot be reasonably assessed. The management believes that the fair values of the unlisted equity investments held by the Company cannot be reliably measured; therefore, they were measured at cost less impairment at the end of reporting period.

An investee, KHL IB Venture Capital Co., Ltd., reduced its capital and returned cash to its shareholders in July 2017. The Company received $18,000 thousand back, according to its shareholding ratio.

An investee, Riselink Venture Capital Corp., reduced its capital and returned cash to its shareholders in August 2017 and August 2016. The Company received $2,994 thousand and $1,457 thousand back, respectively, according to its shareholding ratio.

An investee, Harbinger Venture Capital Corp., reduced its capital and returned cash to its shareholders in July 2016. The Company received $2,520 thousand back, according to its shareholding ratio.

10. NOTES AND ACCOUNTS RECEIVABLE

Notes receivable
Notes receivable - operating

Less: Allowance for impairment loss


Accounts receivable
Accounts receivable from unrelated parties

Less: Allowance for impairment loss


Accounts receivable from related parties (Note 28)
December 31 December 31






2017
$ 1,634

(7)

$ 1,627

$ 491,775

(1,993)

$ 489,782

$ 143,594
2016
$ 1,794
(5)
$ 1,789
$ 729,796
(1,995)
$ 727,801
$ 195,813

216

Accounts receivable

The average credit period of sales of goods was 15-90 days. In determining the recoverability of an account receivable, the Company considered any change in the credit quality of the account receivable since the date credit was initially granted to the end of the reporting period.

Before accepting a new customer, the Company takes both the client evaluation results generated by its internal system and the evaluation report provided by an external hedging institution into consideration to measure the potential customer’s credit quality and determine the customer’s credit limit. Customer credit limits and ratings are reviewed regularly every year. Therefore, the recoverable receivables of the Company mainly come from those companies with good credit long-term business relationships.

The aging of receivables based on the number of days past due from the invoice date was as follows:

Less than and including 60 days

61-90 days

91-120

December 31 December 31



2017
$ 436,171

168,248

30,950

$ 635,369
2016
$ 745,922
157,471
22,216
$ 925,609

The above aging schedule was based on the number of days past due from the invoice date.

The aging of receivables that were past due but not impaired was as follows:

Less than and including 30 days December 31
2017
$ 1
2016
$ 3,895

The above aging schedule was based on the number of days past due from the end of the credit term.

For the accounts receivable that were past due at the end of the reporting period, the Company did not recognize an allowance for impairment loss because there was no significant change in the credit quality of these receivables and the amounts were considered recoverable.

Movements in the allowance for impairment loss recognized on notes receivable and accounts receivable were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2016
$ -
$ 2,000
Add: Reclassification
-
-
Balance at December 31, 2016
$ $ 2,000
Balance at January 1, 2017
$ -
$ 2,000
Add: Reclassification
-
-
Balance at December 31, 2017
$ $ 2,000
Total
$ 2,000
-
$ 2,000
$ 2,000
-
$ 2,000

11. INVENTORIES

Finished goods

Work in progress
Raw materials
Production supplies

December 31 December 31


2017
$ 628,838

51,989
21,296

43,311

$ 745,434
2016
$ 469,266
43,507
104,821
44,733
$ 662,327

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2017 and 2016 was $5,556,727 thousand and $4,982,646 thousand, respectively. The cost of goods sold included inventory write-downs of $10,330 thousand and reversals of inventory write-downs of $6,622 thousand as of December 31, 2017 and 2016, respectively. Previous write-downs were reversed as a result of increased selling prices in certain markets.

218

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Investments in associates


a. Investments in subsidiaries
Unlisted company
APC (BVI) Holding Co., Ltd.

APC Investment Co., Ltd.

USI International Corp.

December 31 December 31 December 31


2017
2016
$ 665,219
$ 684,475
2,643,818
1,182,172
$ 3,309,037
$ 1,866,647
December 31






2017
$ 435,497

108,578

121,144

$ 665,219
2016
$ 449,929
106,901
127,645
$ 684,475

As of December 31, 2017, the percentage of ownership interests and voting rights of the Company in the subsidiaries were as follows:

APC (BVI) Holding Co., Ltd.
APC Investment Co., Ltd.
USI International Corp.
Proportion of Ownership and
Voting Rights
December 31
2017
2016
100%
100%
100%
100%
70%
70%

The investments in subsidiaries accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2017 and 2016 were based on the subsidiaries’ financial statements audited by auditors for the same years.

On October 19, 2016, APC BVI acquired a 100% interest in USITA, a subsidiary of Swanlake Traders Ltd. APC BVI paid RMB20,300 thousand (approximately $95,196 thousand), the net amount of equity on the equity transfer basic day, to acquire the 100% interest in USITA. The transfer transaction was authorized by the Investment Commission, MOEA on August 3, 2016, and the equity transfer was completed on October 19, 2016.

b. Investments in associates

December 31
2017
2016
Material associates
Ever Conquest Global Ltd.
$ 1,420,944
$ 63,554
Associates that are not individually material
Listed company
China General Plastics Corporation (“CGPC”)
629,910
595,143
Acme Electronics Corporation (“ACME”)
45,253
49,041
Unlisted company
China General Terminal & Distribution Corporation
(“CGTD”)
272,509
243,047
Swanson Plastics Corporation (“SPC”)
197,140
198,234
Taiwan United Venture Capital Corp. (“TUVC”)
26,748
25,273
Thintec Materials Corporation (“TMC”)
7,617
7,880
USI Optronics Corporation (“USIO”)

43,697

-
$ 2,643,818
$ 1,182,172
1) Material associates
Proportion of
Ownership and
Voting Rights
Nature
Principal Place
December 31
Name of Associate
of Activities
of Business
2017
2016
Ever Conquest Global
Ltd.
Reinvestment
British Virgin
Islands
37.43%
40.94%
December 31 December 31
December 31
2017
2016
37.43%
40.94%

1) Material associates

The Company uses the equity method to account for the above associate.

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs and adjusted by the Company for equity accounting purposes.

220

Ever Conquest Global Ltd.

Non-current assets

Equity

Proportion of the Company’s ownership
Equity attributable to the Company

Carrying amount
December 31 December 31



2017
$ 3,796,226

$ 3,796,226

37.43%
$ 1,420,944

$ 1,420,944
2016
$ 155,219
$ 155,219
40.94%
$ 63,554
$ 63,554

During 2017 and 2016, no significant operating revenue was generated by Ever Conquest Global Ltd.

For the Year Ended December
31
2017
2016
The Company’s share of:
Profit (loss) from continuing operations
$ 868
$ (3,403)
Other comprehensive loss
(21,725)
(1,204)
Total comprehensive loss for the year
$(20,857)
$ (4,607)
2) Aggregate information of subsidiaries and associates that are not individually material
For the Year Ended December
31
2017
2016
The Company’s share of:
Profit from continuing operations
$ 113,466
$ 110,807
Other comprehensive gain (loss)

23,954
(13,196)
Total comprehensive income for the year
$ 137,420
$ 97,611
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2017
$ 113,466

23,954

$ 137,420
2016
$ 110,807
(13,196)
$ 97,611

As of December 31, 2017, the percentage of ownership interests and voting rights of the Company in the associates were as follows:

Name of Associates
CGPC
ACME
CGTD
SPC
TUVC
TMC
USIO
Proportion of Ownership and
Voting Rights
December 31
2017
2016
8.07%
8.07%
3.32%
3.32%
33.33%
33.33%
7.95%
7.95%
8.33%
8.33%
30.42%
30.42%
9.20%
-

Refer to Table 4 “Information on Investees” and Table 5 “Information on Investments in Mainland China” for the nature of activities, principal places of business and countries of incorporation of the associates.

The Company’s percentage of ownership over CGPC, ACME, SPC, TUVC, and USIO was less than 20%. These associates were accounted for using the equity method, as the Company retained significant influence over them.

The Company and USI Corporation originally scheduled to sign a joint venture arrangement for Fujian Gulei Petrochemical Co., Ltd. on April 17, 2014. But due to an increase in the investment plan funding requirements, the joint venture arrangement was re-signed on September 30, 2016. The Company and USI Corporation established Ever Conquest Global Ltd., so as to invest in the joint venture through a holding company registered in a third region. As of December 31, 2017, the Company and USI Corporation had respectively invested US$46,270 thousand (approximately $1,443,125 thousand) and US$77,346 thousand (approximately $2,407,735 thousand). Refer to Note 29 for more information.

TUVC held an interim shareholders meeting on September 6, 2016, resolving to reduce its capital and return cash to shareholders and make up for losses. The reduction record date was September 29, 2016, and the Company received $6,661 thousand back in September 2016.

For the purposes of strengthening its financial structure, a cash injection plan of $410,000 thousand was approved by USIO’s board of directors on February 22, 2017. And USIO held a shareholders meeting on April 7, 2017, resolving to reduce its capital by $966,795 thousand to offset losses and eliminated 96,680 thousand ordinary shares, with a capital reduction ratio of 80.18%. The Company’s board of directors approved its participation in the cash injection plan of USIO within a $60,000 thousand injection, and completed its subscription for 5,972 thousands shares on June 7, 2017, with a resulting proportion of ownership of 9.20% after the cash injection.

The Company uses the equity method to account for its investments in USIO. As of December 31, 2017, their book values were higher than the carrying amounts of the Company’s interests in its investments in USIO by $6,583 thousand. An impairment loss of $6,583 thousand was assessed and recognized on the Company’s share of profit or loss of subsidiaries and associates for the year ended December 31, 2017.

222

The market prices of the investments accounted for using the equity method in publicly traded shares calculated by the closing price at the end of the reporting period are summarized as follows.

Name of Associate
CGPC
ACME

December 31 December 31
2017
$ 1,286,296

$ 111,442
2016
$ 923,133
$ 73,891

The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2017 and 2016 were based on the associates’ financial statements which were audited for the same years.

13. PROPERTY, PLANT AND EQUIPMENT

Freehold Land
Buildings
Improvements

Cost

Balance at January 1, 2016
$ 230,587 $ 250,912
Additions
-
-
Disposals
-
-
Reclassification

-

511,833

Balance at December 31, 2016
$ 230,587
$ 762,745

Accumulated depreciation


Balance at January 1, 2016
$ - $ 209,474
Depreciation expenses

-
8,829
Disposals

-

-


Balance at December 31, 2016
$ -
$ 218,303


Carrying amounts at December 31,
2016
$ 230,587
$ 544,442
Machinery
and
Equipment
$ 3,394,465

15,051

(16,850 )

2,792,928

$ 6,185,594

$ 3,116,064

161,757

(16,805)

$ 3,261,016

$ 2,924,578
Other
Equipment
Construction
in Progress
and
Prepayments
for Equipment
Total
$ 87,020 $ 3,076,725 $ 7,039,709

-
318,018
333,069

(3,397 )
-
(20,247 )

4,342
(3,309,103)

-
$ 87,965
$ 85,640
$ 7,352,531
$ 76,836 $ - $ 3,402,374

4,489
-
175,075

(3,396)

-

(20,201)
$ 77,929
$ -
$ 3,557,248
$ 10,036
$ 85,640
$ 3,795,283
(Continued)
Freehold Land
Buildings
Improvements

Cost

Balance at January 1, 2017
$ 230,587 $ 762,745
Additions
-
-
Disposals
-
-
Reclassification

(2,358)

3,950

Balance at December 31, 2017
$ 228,229
$ 766,695


Accumulated depreciation


Balance at January 1, 2017
$ - $ 218,303
Depreciation expenses

-
20,063
Disposals

-

-


Balance at December 31, 2017
$ -
$ 238,366


Carrying amounts at December 31,
2017
$ 228,229
$ 528,329
Machinery
and
Equipment
$ 6,185,594

25,444

(6,118 )

80,515

$ 6,285,435

$ 3,261,016

259,927

(6,109)

$ 3,514,834

$ 2,770,601
Other
Equipment
Construction
in Progress
and
Prepayments
for Equipment
Total
$ 87,965 $ 85,640 $ 7,352,531

2,082
94,845
122,371

(8,046 )
-
(14,164 )

2,573

(87,038)

(2,358)
$ 84,574
$ 93,447
$ 7,458,380
$ 77,929 $ - $ 3,557,248

4,567
-
284,557

(8,031)

-

(14,140)
$ 74,465
$ -
$ 3,827,665
$ 10,109
$ 93,447
$ 3,630,715
(Concluded)

224

There was no indication of impairment for the years ended December 31, 2017 and 2016.

The board of directors passed an EVA capacity expansion in the Linyuan plant and authorized the chairman with full power on December 28, 2011. The Company signed the EVA equipment contract with CTCI Corporation on November 8, 2012. On March 5, 2014 and May 31, 2017, respectively, the Company signed the EVA equipment renewal contracts and the amendment with CTCI Corporation. The total contract fee was $2,608,911 thousand (including addition costs), which is paid monthly according to the progress of the project. As of December 31, 2017, total fees and charges have been paid.

The above items of property, plant and equipment were depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings improvements
Factory and improvements 15 to 40 years
Main buildings and improvements 10 to 40 years
Storage rooms 11 to 45 years
Engineering systems 35 to 40 years
Others 2 to 20 years
Machinery and equipment 5 to 22 years
Other equipment 3 to 13 years

14. INVESTMENT PROPERTIES

Cost
Balance at January 1, 2016

Reclassification

Balance at December 31, 2016

Accumulated depreciation
Balance at January 1, 2016

Depreciation expenses

Balance at December 31, 2016

Carrying amounts at December 31, 2016

Cost
Balance at January 1, 2017

Disposals
Transfers from property, plant and equipment
Balance at December 31, 2017

Accumulated depreciation
Balance at January 1, 2017

Disposals
Depreciation expenses

Balance at December 31, 2017

Carrying amounts at December 31, 2017
Land
Buildings and
Improvements
$ 367,844
$ 133,952

-

-

$ 367,844
$ 133,952

$ -
$ 64,900

-

2,662

$ -
$ 67,562

$ 367,844
$ 66,390

$ 367,844
$ 133,952

-
(2,262)
2,358

-

$ 370,202
$ 131,690

$ -
$ 67,562

-
(1,765)
-

2,591

$ -
$ 68,388

$ 370,202
$ 63,302
Total
$ 501,796
-
$ 501,796
$ 64,900
2,662
$ 67,562
$ 434,234
$ 501,796
(2,262)
2,358
$ 501,892
$ 67,562
(1,765)
2,591
$ 68,388
$ 433,504

226

The investment properties held by the Company were depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings and improvements
Main buildings and improvements 5 to 50 years

The fair value of the investment property (i.e. the land) located in Linyuan Industrial Park, which is for industrial use, cannot be reliably determined due to infrequent market transactions.

The fair value of investment properties (i.e. the land), excluding the land located in the Linyuan Industrial Park, was $929,973 thousand as at December 31, 2017. This fair value was not evaluated by an independent evaluator but was measured by the Company's management using the valuation model that market participants would use in determining fair value, and the fair value was measured by using Level 3 inputs. The evaluation referred to the transaction price of similar real estate in the neighboring areas. Were the transaction price per square meter to increase or decrease by 10%, the fair value of the investment properties would increase or decrease respectively by $92,997 thousand as at December 31, 2017.

15. INTANGIBLE ASSETS

Computer software
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2017
$ 318
2016
$ 1,272

The amortization expense was recognized on a straight-line basis according to the following estimated useful life:

Computer software 3 years

16. BORROWINGS

  • a. Short-term borrowings
Unsecured borrowings
Bank loans
December 31 December 31
2017
$ 500,000
2016
$ 950,000

The range of interest rates on bank loans was 0.88%-0.89% and 0.95%-1.10% per annum as of December 31, 2017 and 2016, respectively.

b. Short-term bills payable

Commercial paper
Less: Unamortized discount on
Range of interest rates
Outstanding short-term bills payable
December 31, 2017
Promissory Institution
Commercial paper
China Bills Financial Co.,
Ltd.

Dan Chung Bills Financial C
Co., Ltd.

Taiwan Cooperative Bills
Finance Co., Ltd.

Mega Bills Finance Co., Ltd.
Ta Ching Bills Finance Co.,
Ltd.

bills payable
were as follows:
Nominal
Amount
$ 200,000

200,000
100,000
100,000
100,000

$ 700,000




Discount
Amount
$ (37)
(61)
(35)
(18)
(15)
$ (166)
December 31
2017
2016
$ 700,000
$ 700,000

(166)

(209)
$ 699,834
$ 699,791
0.40%-0.75% 0.50%-0.70%
Carrying
Amount
Interest Rate
$ 199,963
0.40%
199,939
0.65%

99,965
0.75%

99,982
0.66%

99,985
0.56%
$ 699,834

228

December 31, 2016

Promissory Institution
Commercial paper
China Bills Financial Co., Ltd.
Dah Chung Bills Financial C
Co., Ltd.
Taiwan Cooperative Bills
Finance Co., Ltd.
Mega Bills Finance Co., Ltd.
Ta Ching Bills Finance Co.,
Ltd.

Nominal
Amount
$ 200,000

200,000
100,000
100,000

100,000

$ 700,000
Discount
Amount
$ (52)
(73)
(37)
(18)

(29)

$ (209)
Carrying
Amount
Interest Rate
$ 199,948
0.50%

199,927
0.70%

99,963
0.70%

99,982
0.60%

99,971
0.56%
$ 699,791

c. Long-term borrowings

Unsecured borrowings
Bank SinoPac
Revolving credit line: $500,000 thousand
Maturity date: 2017.08-2020.06, repayment of principle upon
maturity
Annual rate: 2017.12.31: 1.05%
2016.12.31: 1.00%

KGI Bank
Credit line: $400,000 thousand and $200,000 thousand
Maturity date: 2015.10-2021.03 and 2016.07-2019.04,
repayment of principle upon maturity
Annual rate: 2017.12.31: 1.036%-1.175%
2016.12.31: 0.98556%-1.175%
Chang Hwa Bank
Revolving credit line: $400,000 thousand
Maturity date: 2015.11-2018.06
Annual rate: 1.20%
Shin Kong Bank
Revolving credit line: $450,000 thousand
Maturity date: 2015.10-2018.10, repayment of principle upon
maturity
Annual rate: 1.00%
Yuanta Bank
Revolving credit line: $500,000 thousand
Maturity date: 2015.10-2021.01, repayment of principle upon
maturity
Annual rate: 2017.12.31: 1.15%
2016.12.31: 1.20%
December 31
2017
2016
$ 500,000 $ 500,000
600,000
600,000
-
400,000
450,000
450,000
500,000
50,000
(Continued)

230

Fubon Bank
Revolving credit line: $500,000 thousand
Maturity date: 2016.08-2019.09, repayment of principle
upon maturity
Annual rate: 2017.12.31: 1.307%
2016.12.31: 1.306%

First Commercial Bank
Revolving credit line: $500,000 thousand
Maturity date: 2017.12-2020.11, repayment of principle
upon maturity
Annual rate: 1.04%

Less: Current portions

December 31 December 31



2017
$ 450,000
400,000

2,900,000
(450,000)

$ 2,450,000
2016
$ 450,000
-

2,450,000
-
$ 2,450,000
(Concluded)

To maintain medium- and long-term working capital, the Company signed a three-year medium- and long-term credit agreement with Bank SinoPac in July 2015 and renewed the agreement in July 2017. A credit line of $500,000 thousand was granted to the Company, with a revolving credit line within the terms of the agreement. Under the credit agreement, the Company should maintain financial ratios in which the current ratio is not below 100% and the debt ratio does not exceed 100%. As of December 31, 2017, the Company did not violate these financial ratios.

To maintain medium- and long-term working capital, the Company signed a three-year medium- and long-term credit agreement with KGI Bank in October 2015 and renewed the agreement in March 2018. A credit line of $600,000 thousand was granted to the Company, including a $400,000 thousand with a revolving credit line within the terms of the agreement and $200,000 thousand that would be used in fixed rates. Under the credit agreement, the Company should maintain financial ratios in which the current ratio is not below 150% and the debt ratio does not exceed 125%. As of December 31, 2017, the Company did not violate these financial ratios.

To maintain medium- and long-term working capital, the Company signed a three-year medium- and long-term credit agreement with Fubon Bank in October 2016. A credit line of $500,000 thousand was granted to the Company, with a revolving credit line within the terms of the agreement. Under the credit agreement, the Company should maintain financial ratios in which the current ratio is not below 100%, the debt ratio does not exceed 150% and the amount of equity is not below $7,000,000 thousand. As of December 31, 2017, the Company did not violate these financial ratios and terms.

17. ACCOUNTS PAYABLE

Accounts payable
Operating (including related parties)
December 31 December 31
2017
$ 137,852
2016
$ 276,377

The average credit period was 1 month. The Company had financial risk management policies in place to ensure that all payables were paid within the pre-agreed credit terms.

18. OTHER PAYABLES

Payables for salaries or bonuses

Payables for utilities
Payables for annual leave
Payables for freight fees
Payables for dividends
Payables for insurance
Payables on equipment
Others

December 31 December 31


2017
$ 57,505

33,087
13,045
10,363
9,331
2,099
1,742
23,710

$ 150,882
2016
$ 62,270
32,237
12,915
11,702
9,430
3,339
59,221
75,438
$ 266,552

19. PROVISIONS - CURRENT

Customer returns and rebates December 31
2017
$ 5,899
2016
$ 5,899

The provision of customer returns and rebates was based on historical experience, management’s judgments and other known reasons for which estimated product returns and rebates may occur in the year. The provision was recognized as a reduction of operating income in the period in which the related goods were sold.

232

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.

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 10% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); 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:

December 31
2017
2016
Present value of defined benefit obligation
$ 431,266
$ 435,749
Fair value of plan assets
(219,057)
(196,622)
Net defined benefit liabilities
$ 212,209
$ 239,127
Movements in net defined benefit liabilities (assets) were as follows:
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan
Assets
Net Defined
Benefit
Liabilities
(Assets)
Balance at January 1, 2016
$ 450,912
$(151,036)
$ 299,876
Service cost
Current service cost
4,943
-
4,943
Net interest expense (income)

5,427

(1,737)

3,690
Recognized in profit or loss

10,370

(1,737)

8,633
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
809
809
Actuarial loss - changes in financial
assumptions
8,613
-
8,613
December 31

Movements in net defined benefit liabilities (assets) were as follows:

Present Value Net Defined
of the Defined Fair Value of Benefit
Benefit the Plan Liabilities
Obligation Assets (Assets)
Actuarial loss - changes in demographic
assumptions 1,306 - 1,306
Actuarial loss - experience adjustments
14,207

-

14,207
Recognized in other comprehensive
income

24,126

809

24,935
Contributions from the employer -
(94,317)
(94,317)
Benefits paid
(49,659)

49,659

-
Balance at December 31, 2016
435,749
(196,622)
239,127
Service cost
Current service cost 4,520 - 4,520
Net interest expense (income)

4,309

(1,970)

2,339
Recognized in profit or loss

8,829

(1,970)

6,859
Remeasurement
Return on plan assets (excluding
amounts included in net interest) - 200 200
Actuarial loss - changes in financial
assumptions 7,968 - 7,968
Actuarial loss - changes in demographic
assumptions 1,049 - 1,049
Actuarial loss - experience adjustments
2,944

-

2,944
Recognized in other comprehensive
income

11,961

200

12,161
Contributions from the employer -
(45,938)
(45,938)
Benefits paid
(25,273)

25,273

-
Balance at December 31, 2017
$ 431,266
$(219,057)
$ 212,209

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 or foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate of a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in corporate bond interest rates will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

234

  • 3) Salary risk: The present value of the defined benefit obligation is calculated with reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2017
2016
1.00%
1.00%
2.25%
2.00%

If possible reasonable changes in each of the significant actuarial assumptions were to occur and all other assumptions were to remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

(decrease) as follows:
Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
December 31



2017
$ (8,177)

$ 8,426

$ 8,171

$ (7,972)
2016
$ (8,620)
$ 8,889
$ 8,639
$ (8,421)

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 changes in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2017
$ 21,000

7.9 years
2016
$ 10,400
8.2 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



2017
620,000

$ 6,200,000

518,114

$ 5,181,147
2016
620,000
$ 6,200,000
503,023
$ 5,030,240

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The shareholders held their regular meeting on June 8, 2016 and, in that meeting, resolved to issue 9,863 thousand ordinary shares as share dividends appropriated from earnings, with a par value of $10, which increased the share capital issued and fully paid to $5,030,240 thousand. On July 15, 2016, the transaction was approved by the FSC, and the subscription base date was determined as at August 25, 2016 by the board of directors.

The shareholders held their regular meeting on June 8, 2017 and, in that meeting, resolved to issue 15,091 thousand ordinary shares as share dividends appropriated from earnings, with a par value of $10, which increased the share capital issued and fully paid to $5,181,147 thousand. On June 21, 2017, the transaction was approved by the FSC, and the subscription base date was determined as at August 4, 2017 by the board of directors.

  • b. Capital surplus
Unpaid dividends
Share of changes in capital surplus of associates
December 31

2017
$ 15,252

1,182
$ 16,434
2016
$ 13,189
857
$ 14,046

Capital surplus which arises from the issuance consideration of shares (including issuance consideration of ordinary shares) and donations may be used to offset a deficit.

Capital surplus which arises from unpaid dividends and the share of changes in capital surplus of associates may not be used for any purpose.

c. Retained earnings and dividends policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 8, 2016 and, in that meeting, resolved amendments to the Company’s Articles of Incorporation (the “Articles”), particularly the amendment to the policy on dividends distribution and the addition of the policy on the distribution of employees’ compensation.

236

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to “Employees’ compensation and remuneration of directors” in Note 22-f.

As the Company is in the maturation stage, for research and development needs and business diversification, the amount of dividends for shareholders shall be no less than 10% of distributable retained earnings for the current year, among which the amount of cash dividends shall be no less than 10%. If the distributable retained earnings per share of the current year are less than $0.1, the retained earnings are not to be distributed.

An appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings for 2016 and 2015 approved in the shareholders’ meetings on June 8, 2017 and June 8, 2016, respectively, were as follows:

Legal reserve

Cash dividends

Share dividends

Appropriation of Earnings
For the Year Ended
December 31
2016
2015
$ 66,582
$ 53,155
301,814
295,896
150,907

98,633
$ 519,303
$ 447,684
Dividends Per Share
(NT$)
For the Year Ended
December 31



2016
$ 66,582

301,814

150,907

$ 519,303
2016
2015
$0.6
$0.6
0.3
0.2

The appropriation of earnings for 2017 were proposed by the Company’s board of directors on March 12, 2018. The appropriation and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 56,535 $ -
Cash dividends 103,623 0.2
Share dividends 362,680 0.7

The appropriation of earnings for 2017 are subject to resolution in the shareholders’ meeting to be held on June 5, 2018.

d. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1
Exchange differences on translating foreign operations
Share of exchange differences of associates accounted for
using the equity method
Related income tax
Balance at December 31
2) Unrealized gain (loss) on available-for-sale financial assets

Balance at January 1

Gain (loss) on disposal of available-for-sale financial assets
Unrealized gain on revaluation of available-for-sale financial
assets
Share of unrealized gain on revaluation of available-for-sale
financial assets of associates accounted for using the
equity method
Related income tax

Balance at December 31
For the Year Ended For the Year Ended December 31
2017
$ (5,656)
(44,287)
(14,337)

7,529
$ (56,751)
For the Year Ended
2016
$ 34,477
(27,705)
(17,138)

4,710
$ (5,656)
December 31


2017
$ 305,553

7,739
91,368
17,775

(1,147)

$ 421,288
2016
$ (194,956)
(912)
490,392
10,848
181
$ 305,553

238

22. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

Net profit (loss) from continuing operations included the following:

  • a. Other income

Interest income
Bank deposits

Financial assets at fair value through profit or loss
Reverse repurchase agreements collateralized by bonds

Dividends
Rental income
Others


her gains and losses
Net foreign exchange gains (losses)
Loss on disposal of investment properties
Net loss on financial assets at FVTPL
Gain (loss) on disposal of available-for-sale financial assets
Gain (loss) on disposal of property, plant and equipment
Net loss on financial liabilities at FVTPL
Others
Finance costs
Information about capitalized interest was as follows:
Capitalized interest
Capitalization rate
For the Year Ended December 31
2017
2016
$ 7,597
$ 3,255
5,879
6,085

345

1,989
13,821
11,329
96,308
88,701
44,076
41,733

9,723

9,661
$ 163,928
$ 151,424
For the Year Ended December
31
2017
2016
$(24,176)
$ 5,446
(497)
-
(13,540)
(6,709)

7,739
(912)
186
(34)
(10,572)
(2,275)
(9,933)
(6,908)
$(50,793)
$(11,392)
For the Year Ended December
31
2017
2016
$ -
$ 1,854
-
0.99%
  • b. Other gains and losses

  • c. Finance costs

Information about capitalized interest was as follows:

d. Depreciation and amortization

Property, plant and equipment

Investment properties
Intangible assets


An analysis of depreciation by function
Operating costs

Operating expenses
Other gains and losses


An analysis of amortization by function
Operating expenses

e. Employee benefits expense

Post-employment benefits (see Note 20)
Defined contribution plans

Defined benefit plans

Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2017
$ 284,557

2,591

954

$ 288,102

$ 284,342

215

2,591

$ 287,148

$ 954

For the Year Ended
2016
$ 175,075
2,662
1,785
$ 179,522
$ 174,910
165
2,662
$ 177,737
$ 1,785
December 31






2017
$ 7,318


6,859

14,177

330,750

$ 344,927

$ 275,560


69,367

$ 344,927
2016
$ 7,120
8,633
15,753
327,050
$ 342,803
$ 275,398
67,405
$ 342,803

240

  • f. Employees’ compensation and remuneration of directors

The Company accrued employees’ compensation and remuneration of directors and supervisors at rates of no less than 1% and no higher than 1%, respectively, of net profit before income tax, employees’ compensation and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2017 and 2016, which were approved by the Company’s board of directors on March 12, 2018 and March 14, 2017, respectively, were as follows: Accrual rate


Employees’ compensation
Remuneration of directors
Amount

Employees’ compensation
Remuneration of directors
For the Year Ended December 31
2017
2016
1.00%
1.00%
-
-
For the Year Ended December 31
2017
2016
$6,593
$7,931
-
-

If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the financial statements for the years ended December 31, 2016 and 2015.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • g. Gains or losses on foreign currency exchange

Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2017
$ 25,280

(49,456)

$ (24,176)
2016
$ 43,088
(37,642)
$ 5,446

23. INCOME TAX RELATING TO CONTINUING OPERATIONS

a. Major components of income tax expense recognized in profit or loss

For the Year Ended
2017
Current tax
In respect of the current year
$ 73,020

Income tax on unappropriated earnings

11,771


84,791

Deferred tax
In respect of the current year
2,607
Adjustments for prior years

(73)


2,534

Income tax expense recognized in profit or loss
$ 87,325

A reconciliation of accounting profit and income tax expense is as follows:
For the Year Ended
2017
Profit before tax from continuing operations
$ 652,679

Income tax expense calculated at the statutory rate
$ 110,955

Nondeductible expenses in determining taxable income
(16,163)
Tax-exempt income
(19,238)
Income tax on unappropriated earnings

11,771

Income tax expense recognized in profit or loss
$ 87,325
For the Year Ended For the Year Ended December 31
2016
$ 93,356
8,253
101,609
17,711
5
17,716
$ 119,325
December 31



2017
$ 652,679

$ 110,955

(16,163)
(19,238)

11,771

$ 87,325
2016
$ 785,150
$ 133,475
(8,298)
(14,105)
8,253
$ 119,325

The applicable corporate income tax rate used by the Company in the ROC is 17%.

In February 2018, it was announced that the Income Tax Act in the ROC was amended and, starting from 2018, the corporate income tax rate will be adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. Deferred tax assets and deferred tax liabilities recognized as at December 31, 2017 are expected to be adjusted and increase by $9,984 thousand and $3,252 thousand, respectively, in 2018.

As the status of the 2018 appropriation of earnings is uncertain, the potential income tax consequences on the 2017 unappropriated earnings are not reliably determinable.

  • b. Income tax recognized in other comprehensive income

242

For the Year Ended December

c.
d.
Deferred tax
In respect of current year
Translation of foreign operations
Fair value changes of available-for-sale financial assets
Remeasurement on defined benefit plans
Current tax liabilities
Current tax liabilities
Income tax payable
Deferred tax assets and liabilities
31


2017
$ 7,529

(1,147)
2,067
$ 8,449

December
2016
$ 4,710
181
4,239
$ 9,130
31
2017
$ 40,690
2016
$ 48,424

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2017

Deferred tax assets
Temporary differences
Allowance for inventory
valuation and obsolescence
losses

Allowance for office supplies
impairment losses
Customer rebates
Allowance for production
supplies losses
FVTPL financial assets
FVTPL financial liabilities
Payables for annual leave
Defined benefit obligation

Inventory tax differences
Exchange differences on foreign
operations
Foreign exchange losses


Deferred tax liabilities
Land value increment tax reserve
Allowance for impaired
receivables
Foreign exchange gains

Depreciation tax differences
Share of profit of associates

Exchange differences on foreign
operations

FVTPL financial assets

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Closing Balance
$ 60
$ 1,756
$ -
$ 1,816
7,497
385
-
7,882
1,003
-
-
1,003
1,084
31
-
1,115
665
-
(665)
-
295
(181)
-
114
1,918
8
-
1,926
40,461
(6,638)
2,067
35,890
1,014
(495)
-
519
-
-
6,093
6,093
-

216

-

216
$ 53,997
$ (4,918)
$ 7,495
$ 56,574
$(21,469)
$ -
$ -
$(21,469)
(227)
-
-
(227)
(1,633)
1,633
-
-
(406)
29
-
(377)
(18,069)
722
-
(17,347)
(1,436)
-
1,436
-
-

-

(482)

(482)
$(43,240)
$ 2,384
$ 954
$(39,902)

244

For the year ended December 31, 2016

Deferred tax assets
Temporary differences
Allowance for inventory
valuation and obsolescence
losses

Allowance for office supplies
impairment losses
Customer rebates
Allowance for production
supplies losses
FVTPL financial assets
FVTPL financial liabilities
Payables for annual leave
Defined benefit obligation

Inventory tax differences


Deferred tax liabilities
Land value increment tax reserve
Allowance for impaired
receivables
Foreign exchange gains
Depreciation differences
Share of profit of associates

Exchange differences on foreign
operations

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Closing Balance
$ 1,186
$ (1,126)
$ -
$ 60
7,455
42
-
7,497
1,003
-
-
1,003
1,084
-
-
1,084
484
-
181
665
-
295
-
295
1,643
275
-
1,918
50,810
(14,588)
4,239
40,461
43

971

-

1,014
$ 63,708
$(14,131)
$ 4,420
$ 53,997
$(21,469)
$ -
$ -
$(21,469)
(227)
-
-
(227)
(236)
(1,397)
-
(1,633)
(419)
13
-
(406)
(15,873)
(2,196)
-
(18,069)
(6,146)

-

4,710
(1,436)
$(44,370)
$ (3,580)
$ 4,710
$(43,240)

e. Integrated income tax

Unappropriated earnings
Generated before January 1, 1998

Generated on and after January 1, 1998


Imputation credits account

Creditable ratio for distribution of earnings
December 31 December 31



2017
$ 44,323

2,016,716

$ 2,061,039

(Note)
$ 396,165

(Note)
2017
(Expected)
(Note)
2016
$ 44,323
1,981,968
$ 2,026,291
$ 378,993
2016
(Actual)
21.57%

Note: Since the amended Income Tax Act announced in February 2018 abolished the imputation tax system, related information for 2017 is not applicable.

f. Income tax assessments

The Company’s income tax returns through 2015 have been assessed by the tax authorities.

246

24. EARNINGS PER SHARE

Unit: NT$ Per Share

Basic earnings per share
Diluted earnings per share
For the Year Ended
31
For the Year Ended
31
December

2017
$ 1.09
$ 1.09
2016
$ 1.29
$ 1.28

The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on August 4, 2017. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2016 were as follows:

Unit: NT$ Per Share

Before After
Retrospective Retrospective
Adjustment Adjustment
Basic earnings per share $ 1.32

$ 1.29
Diluted earnings per share $ 1.32

$ 1.28

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:

Net Profit for the Year

Earnings used in the computation of basic and diluted earnings
per share
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2017
$ 565,354
2016
$ 665,825

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares):

Shares
Weighted average number of ordinary shares in computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Employees’ compensation or bonuses issued 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

2017
518,114

454
518,568
2016
518,114
520
518,634

If the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

25. OPERATING LEASE AGREEMENTS

  • a. The Company as lessee

Operating leases relate to leases of office space with lease terms of 3 years.

As of December 31, 2017 and 2016, the Company’s refundable deposits paid under operating leases amounted to $$1,405 thousand.

The future minimum lease payments of non-cancellable operating lease commitments were as follows:

Not later than 1 year
Later than 1 year and not later than 5 years
December 31

2017
$ 1,751

1,156
$ 2,907
2016
$ 701
602
$ 1,303

248

b. The Company as lessor

Operating leases relate to leases of investment properties with lease terms between 1 to 5 years. All operating lease contracts contain market review clauses in the event that the lessees exercise their options to renew. The lessees do not have bargain purchase options to acquire the properties at the expiry of the lease periods.

As of December 31, 2017 and 2016, the Company’s guaranteed deposits received under operating lease agreements amounted to $3,346 thousand.

The future minimum lease payments of non-cancellable operating leases were as follows:


Not later than 1 year
Later than 1 year and not later than 5 years
December 31



2017
$ 26,978

23,063

$ 50,041
2016
$ 26,445
39,719
$ 66,164

26. CAPITAL MANAGEMENT

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Company’s overall management strategy remains unchanged from 2013.

The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Company (comprising issued capital, reserves, retained earnings, and other equity).

The Company is not subject to any externally imposed capital requirements.

27. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The Company’s management believes that the carrying amounts of financial assets and financial liabilities which are recognized in the financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

1) Fair value hierarchy

December 31, 2017

Financial assets at FVTPL
Non-derivative financial assets held
for trading

Available-for-sale financial assets
Securities listed in the ROC
Equity securities

Financial liabilities at FVTPL
Derivatives

December 31, 2016
Financial assets at FVTPL
Non-derivative financial assets held
for trading

Available-for-sale financial assets
Securities listed in the ROC
Equity securities

Financial liabilities at FVTPL
Derivatives
Level 1
$ 1,379,447

$ 2,489,345

$ -

Level 1
$ 1,490,012

$ 2,404,133

$ -
Level 2
$ -

$ -

$ 666

Level 2
$ -

$ -

$ 1,732
Level 3
$ -

$ -

$ -

Level 3
$ -

$ -

$ -
Total
$ 1,379,447

$ 2,489,345

$ 666
Total
$ 1,490,012

$ 2,404,133

$ 1,732

There were no transfers between Levels 1 and 2 in the current and prior periods.

250

  • 2) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instruments Valuation Techniques and Inputs Valuation Techniques and Inputs
Derivatives - foreign Discounted cash flow.
exchange forward
contracts Future cash flows are estimated based on observable
forward exchange rates at the end of the reporting period
and contract forward rates, discounted at a rate that
reflects the credit risk of various counterparties.
Categories of financial instruments
December 31
2017 2016
Financial assets
Financial assets at fair value through profit or loss (FVTPL)
Held for trading $ 1,379,447 $ 1,490,012
Loans and receivables
Cash and cash equivalents 1,815,129 2,545,667
Notes receivable 1,627 1,789
Accounts receivable (including related parties) 633,376 923,614
Other receivables (including related parties but excluding
tax refund receivables) 7,472 59,677
Available-for-sale financial assets* 2,683,120 2,618,902
Financial liabilities
Financial liabilities at fair value through profit or loss
(FVTPL)
Held for trading 666 1,732
Financial liabilities measured at amortized cost
Short-term borrowings 500,000 950,000
Short-term bills payable 699,834 699,791
Long-term borrowings (including current portion) 2,900,000 2,450,000
Accounts payable (including related parties) 137,852 276,377
Other payables (including related parties) 453,509 384,848
  • c. Categories of financial instruments

  • The balance includes the carrying amount of available-for-sale financial assets measured at cost.

  • d. Financial risk management objectives and policies

The Company’s risk control and hedging strategy are influenced by its operational environment. The Company properly monitors and manages the risks related to business nature and according to the principle of risk diversification. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There has been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Company had foreign currency sales and purchases, which exposed the Company to foreign currency risk. In order to avoid the impact of foreign currency exchange rate changes, which lead to deductions in foreign currency denominated assets and fluctuations in their future cash flows, the Company used the natural offset between foreign currency assets and liabilities and foreign exchange forward contracts on the net position. The Company sought to minimize the effects of these risks by using foreign exchange forward contracts to hedge risk exposures. The use of foreign exchange forward contracts was governed by the Company’s policies approved by the board of directors. Compliance with policies and exposure limits was reviewed by internal auditors on a continuous basis. The Company did not enter into or trade foreign exchange forward contracts for speculative purposes.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities is set out in Note 30 and of the derivatives exposing the Company to foreign currency risk at the end of the reporting period are set out in Note 7.

Sensitivity analysis

The Company was mainly exposed to the USD. The sensitivity analysis includes only outstanding foreign currency denominated monetary items at the end of the reporting period. For a 3% strengthening/weakening of the Company’s functional currency against the USD, there would be a decrease/an increase of $11,230 thousand and $30,104 thousand in pre-tax profit for the years ended December 31, 2017 and 2016, respectively.

In management’s opinion, this sensitivity analysis is unrepresentative of the Company’s inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period.

b) Interest rate risk

The Company was exposed to fair value interest rate risk because the Company held financial assets and financial liabilities at fixed rates; the Company was exposed to cash flow interest rate risk because the Company held financial assets and financial liabilities at floating rates. The Company’s management personnel monitors the changes in the market rates on a regular basis and adjusts the floating rate financial liabilities to make the Company’s rates approach market rates in response to the risk caused by changing market rates.

252

The carrying amount of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2017
2016
$ 1,744,565
$ 2,503,981
1,199,834
1,649,791
58,700
34,859
2,900,000
2,450,000

Sensitivity analysis

The sensitivity analysis below was determined based on the Company’s exposure to interest rates for both financial assets and liabilities at the end of the reporting period. A 50-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.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2017 and 2016 would have decreased/increased by $14,207 thousand and $12,076 thousand, respectively.

c) Other price risk

The Company was exposed to equity price risk through its investments in equity securities listed in the ROC or other countries. The Company manages this exposure by maintaining a portfolio of investments with different risks. In addition, the Company has appointed a special team to monitor price risk.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risk at the end of the reporting period.

If equity prices had been 5% higher/lower, pre-tax profit for years ended December 31, 2017 and 2016 would have increased/decreased by $68,939 thousand and $74,414 thousand, respectively, as a result of the changes in fair value of held-for-trading investments, and the pre-tax other comprehensive income for the years ended December 31, 2017 and 2016 would have increased/decreased by $124,467 thousand and $120,207 thousand, respectively, as a result of the changes in fair value of available-for-sale financial assets.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets. The Company adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company’s exposure and the credit ratings of its counterparties are continuously monitored.

The Company transacted with a large number of unrelated customers in a variety of areas, and, thus, no concentration of credit risk was observed. Ongoing credit evaluations are performed on the financial conditions of trade receivables; therefore, the Company’s credit risk is limited. 3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows.

As such cash and cash equivalents are sufficient to finance the Company’s operations, there is no liquidity risk arising from the deficiency of funds to fulfill contractual obligations.

  • a) Liquidity and interest rate risk table for non-derivative financial liabilities

The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods based on the probable earliest repayment dates. The table was 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 table includes both interest and principal cash flows.

December 31, 2017

Weighted
Average Interest
Rate
On Demand or
Less than 1 Year
Non-derivative financial liabilities
Non-interest bearing liabilities
$ 513,498

Fixed interest rate liabilities
0.71%
1,200,000
Floating interest rate liabilities
1.10%

450,000

$ 2,163,498

December 31, 2016
Weighted
Average Interest
Rate
On Demand or
Less than 1 Year
Non-derivative financial liabilities
Non-interest bearing liabilities
$ 572,005

Fixed interest rate liabilities
0.84%
1,650,000
Floating interest rate liabilities
1.10%

-

$ 2,222,005
1-5 Years
$ 26,950

-

2,450,000

$ 2,476,950

1-5 Years
$ 26,950

-

2,450,000

$ 2,476,950
5+ Years
$ -
-

-
$ -
5+ Years
$ -
-

-
$ -

254

b) Financing facilities

Bank loans are an essential source of liquidity for the Company. The table below details the used and unused amount of bank loans at the end of the reporting period.

Unsecured bank overdraft facilities, reviewed annually
and payable on demand:
Amount used

Amount unused



December 31 December 31
2017
$ 4,100,000

3,569,493

$ 7,669,493
2016
$ 4,100,000

1,612,825
$ 5,712,825

28. TRANSACTIONS WITH RELATED PARTIES

The Company’s ultimate parent is USI Corporation, which held 36.08% of the ordinary shares of the Company as of December 31, 2017 and 2016.

Besides the information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below.

a. Related parties’ names and relationships

Related Party Name
USI Corporation

Union Polymer Int'l Investment Corp. (“Union Polymer”)

China General Plastics Corporation (“CGPC”)

China General Terminal & Distribution Corporation (“CGTD”)
Acme Electronics Corporation (“ACME”)

Thintec Materials Corporation (“TMC”)

USI Optronics Corporation (“USIO”)

Swanson Plastics Corporation (“SPC”)

Taiwan United Venture Capital Corp. (“TUVC”)

Taiwan VCM Corporation (“TVCM”)

CGPC Polymer Corporation (“CGPCP”)

Forever Young Company Limited (“Forever Young”)

Taita Chemical Company, Limited (“TTC”)

Taiwan United Venture Management Corporation (“TUVM”)

USI Management Consulting Corporation (“UM”)

USIFE Investment Co., Ltd. (“USII”)

Chong Loong Trading Co., Ltd. (“CLT”)

USI (Hong Kong) (“USI (HK)”)

USI Education Foundation (“USIF”)
Relationship with the Company
Ultimate parent entity
Parent entity
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Fellow subsidiary
Essential related party

b. Sales of goods

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
Fellow subsidiary
Subsidiary

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2017
$ 596,780

155,133
25,704
66,242

$ 843,859
2016
$ 942,397
167,907
23,391
5,238
$ 1,138,933

Sales of goods to related parties were made at the Company’s usual prices and conditions which were the same as those to unrelated parties.

  • c. Purchases of goods
Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2017
$ 135,176

38,933

$ 174,109
2016
$ 140,803
37,653
$ 178,456

Purchases from related parties were made at market prices which were at the Company’s usual prices and conditions which were the same as those from unrelated parties.

  • d. Management fees (under general and administrative expenses)
Related Party Category/Name
Ultimate parent entity
USI Corporation

Fellow subsidiary
UM

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2017
$ 6,474

30,190

$ 36,664
2016
$ 5,617
26,785
$ 32,402

256

  • e. Rental expenses (under selling and marketing expenses and general and administrative expenses)
Related Party Category/Name
Ultimate parent entity
USI Corporation

Subsidiary
Associate


f. Donation expenses (under general and administrative expenses)
Related Party Category/Name
Essential related party
USI Education Foundation

g. Management income (under other income)
Related Party Category/Name
Associate
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2017
2016
$ 2,240
$ 2,470
6
42

-

13
$ 2,246
$ 2,525
For the Year Ended December
31
2017
2016
$ 2,000
$ 2,000
For the Year Ended December
31
2017
$ 1,745
2016
$ 1,620
  • h. Rental income (under other income)
Related Party Category/Name
Ultimate parent entity

Parent entity
Subsidiary
Associate
TVCM
Others


Fellow subsidiary
TTC
Others


For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31





2017
$ 3,110

202
135
13,679
7,412

21,091

7,614
1,817

9,431

$ 33,969
2016
$ 2,594
319
135
12,152
8,293
20,445
7,043
1,984
9,027
$ 32,520

The previously indicated associates leased pipelines from the Company with lease terms of 1 years. The lease contracts are to be regarded as renewed if there is no declaration of termination. The lease payments are calculated according to actual operating volume and are paid on a monthly basis.

  • i. Investment consultant fees (under other gains and losses)
Related Party Category/Name
Fellow subsidiary
UM
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2017
$ 1,822
2016
$ 1,822

258

j. Receivables from related parties

Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
Subsidiary
CGPCP
Fellow subsidiary


Other receivables from related parties
Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
TVCM
CGTD
Others


Fellow subsidiary
TTC
Others


December 31 December 31


2017
2016
$ 99,228
$ 163,014
12,303
26,734
30,659
5,238
1,404

827
$ 143,594
$ 195,813
December 31





2017
$ 240

2,945
920
513

4,378

1,606
72

1,678

$ 6,296
2016
$ 54,871
2,347
978
296
3,621
225
16
241
$ 58,733

k. Other receivables from related parties

Other receivables from related parties were the payments from the ultimate parent entity and associates to allocate and transfer raw materials from the Company.

  • l. Accounts payable to related parties
Related Party Category/Name
Ultimate parent entity
USI Corporation

Associate
SPC


Other payables to related parties
Related Party Category/Name
Ultimate parent entity
USI Corporation

Subsidiary
Associate
Fellow subsidiary

December 31 December 31


2017
2016
$ 25,687
$ 30,019
3,881

4,555
$ 29,568
$ 34,574
December 31


2017
$ 297,038

96
4,853
640

$ 302,627
2016
$ 114,969
18
2,762
547
$ 118,296

m. Other payables to related parties

Other payables to related parties were the payments from the Company for the allocation and transfer of ethylene from related parties.

  • n. Compensation of key management personnel
Short-term employee benefits

Post-employment benefits

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2017
$ 10,514

108

$ 10,622
2016
$ 15,804
166
$ 15,970

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

260

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

a. Significant commitments

The amount available under unused letters of credit as of December 31, 2017 was $183,307 thousand.

b. Significant contract

The Company and USI Corporation signed a joint venture contract for a Fujian Gulei Petrochemical Co., Ltd. investment on April 17, 2014. The related entities of the contract or commitments are Ho Tung Chemical Corporation, LCY Chemical Corporation, Hengtai Petroleum Company Limited, Chenergy Global Corporation and Lien Hwa Corporation. The main contents of the contract and commitments include: (1) the shareholders shall establish Ever Victory Global Limited (hereinafter referred to the “Joint Venture”) and agree to pass the establishment of the 100% owned company named Dynamic Ever Investments Limited in Hong Kong (hereinafter referred to as the “Hong Kong Company”), whose purpose is to build oil refineries and produce ethylene as well as seven other products on the Gulei Peninsula in Zhangzhou, Fujian Province, as approved by the Investment Commission at Taiwan’s Ministry of Economic Affairs and according to the operating business permitted by the Joint Venture’s board of directors; and (2) the Hong Kong Company will establish a joint venture company in accordance with the laws of the People’s Republic of China between China Petrochemical Corporation or its affiliated enterprises; Fujian Refining and Chemical Co., Ltd. will establish a joint venture company in accordance with the laws of the People’s Republic of China in Fujian Province between China Petrochemical Corporation or its affiliated enterprises (hereinafter referred to as “Gulei Company”) and acquire 50% of the shares of Gulei Company as a basis for cooperative investment. The amount which the Joint Venture invested in Gulei Company after the signing of the original investment contract increased due to the capital needs of the investment plan, which led to part of the original related contract entities being unable to purchase the shares based on their respective investment ratio as provided by the original contract. Therefore, the Company and USI Corporation resigned the joint venture contract on September 30, 2016 and added a new contractually promised related entity, CTCI Corp. Also, the termination stipulations of the original joint venture contract are the same time.

As of December 31, 2017, the Company and USI Corporation invested US$46,270 thousand (approximately $1,443,125 thousand) and US$77,346 thousand (approximately $2,407,735 thousand), respectively, to establish Ever Conquest Global Limited (recognized as investments accounted for using the equity method). Via Ever Conquest Global Limited, the Company and USI Corporation increased the capital in the Joint Venture by US$123,616 thousand. The Joint Venture reinvested in the Hong Kong Company US$82,588 thousand and US$82,689 thousand in January and July 2017, respectively. The Hong Kong Company invested a total amount of RMB1,152,400 thousand (approximately US$169,901 thousand) in Gulei Company in April and August 2017.

The Company was involved in a proposal of urban renewal, in which it coordinates with neighbors by right of transfer dominated by Huaku Development Co., Ltd. and provides around ten of its investment properties (located at Yanji St., Songshan Dist., Taipei City) to increase its operating efficiency. Thus, the Company signed an agreement with Huaku Development Co., Ltd. and received $3,200 thousand as security deposits. The Taipei City Government approved the proposal on November 30, 2017. In addition, the Company, Huaku Development Co., Ltd. and the Trust Department of E.Sun Commercial Bank, who was commissioned to manage, consolidate, split up, transfer and dispose of the properties and buildings within the duration of the agreement, signed a tripartite agreement on the real estate trust.

c. Contingencies

Regarding China General Terminal & Distribution Corporation (hereinafter “CGTD”), who had been commissioned to operate the LCY Chemical Corp.’s propene pipeline resulting in a gas explosion on July 31, 2014, the Kaohsiung District Prosecutor Office instituted a public prosecution against the related personnel of the Kaohsiung Government, LCY Chemical Corp. and CGTD employees on December 18, 2014. Up to the reporting date, the attribution of responsibility for the gas explosion and the subsequent

impact was still pending the conclusion of the in-progress trial of the Kaohsiung District Court.

CGTD arrived at an agreement with the Kaohsiung City Government on February 12, 2015, pledging certificates of bank deposits of $226,983 thousand, interests included, to the Kaohsiung City Government as collateral for the loss caused by the gas explosion. The Kaohsiung City Government also filed civil procedure requests in succession against LCY Chemical Corp., CGTD and CPC Corporation, Taiwan (“CPC”). Taiwan Power Company applied for provisional attachment against CGTD’s property on August 27 and November 26, 2015. Taiwan Water Corporation also applied for provisional attachment against CGTD’s property on February 3 and March 2, 2017. At the end of February 2018, the provisionally attached property was worth $151,229 thousand.

As for the victims, CGTD, LCY Chemical Corp. and the Kaohsiung City Government signed a tripartite agreement for the compensation of the 32 victims’ families on July 17, 2015. Each victim’s family received $12,000 thousand, and the compensation was $384,000 thousand in total, which was paid in four annual payments by LCY Chemical Corp. LCY Chemical Corp. was in charge of negotiating the compensation with the victims’ families and signing the settlement agreement on behalf of the three parties.

As for the seriously injured, CGTD, LCY Chemical Corp. and the Kaohsiung City Government signed a tripartite agreement for the compensation of the 65 seriously injured victims’ families on October 25, 2017. Compensation was paid by CGTD and the Kaohsiung City Government, and CGTD was in charge of negotiating the compensation with the seriously injured victims’ families and signing the settlement agreement on behalf of the three parties.

Up to February 2018, victims and victims’ families had written letters or filed civil procedures (and criminal procedures) against CGTD, LCY Chemical Corp. and CPC for compensation. Along with the formerly mentioned compensation, the accumulated amount of compensation is $4,038,198 thousand, and the actual payment of CGTD depends on the verdict of the civil procedures. The date of the criminal procedures is estimated to be on May 11, 2018 and part of the civil procedures will be held on June 22, 2018.

262

30. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’ 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:

December 31, 2017

Foreign
Currency (In
Thousands)
Exchange Rate
Functional
Currency (In
Thousands)
Financial assets
Monetary items
USD
$ 13,749
29.760 (USD:NTD) $ 409,181
RMB
38,479
4.555 (RMB:NTD)
175,252
JPY
5
0.264 (JPY:NTD)
1

Non-monetary items
Investments accounted for
using the equity method
USD
66,451
29.760 (USD:NTD)
1,977,585
Financial liabilities
Monetary items
USD
1,171
29.760 (USD:NTD)
34,858
JPY
7,500
0.264 (JPY:NTD)
1,982
Carrying
Amount
$ 409,181

175,252
1
$ 584,434
$ 1,977,585
$ 34,858
1,982
$ 36,840

December 31, 2016

Foreign
Currency (In
Thousands)
Exchange Rate
Functional
Currency (In
Thousands)
Financial assets
Monetary items
USD
$ 35,038
32.250 (USD:NTD) $ 1,129,990
RMB
63,575
4.649 (RMB:NTD)
295,562
JPY
5
0.276 (JPY:NTD)
1

Non-monetary items
Investments accounted for
using the equity method
USD
19,880
32.250 (USD:NTD)
641,128
Financial liabilities
Monetary items
USD
3,923
32.250 (USD:NTD)
126,531
JPY
102
0.2756 (JPY:NTD)
28








Carrying
Amount
$ 1,129,990

295,562
1
$ 1,425,553
$ 641,128
$ 126,531
28
$ 126,559

For the years ended December 31, 2017 and 2016, realized and unrealized net foreign exchange gains (losses) were $(24,176) thousand and $5,446 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the Company.

31. 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 investments in subsidiaries, associates and joint ventures). (Table 1)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (Table 2)

  • 5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (None)

264

  • 9) Trading in derivative instruments. (Note 7)

10) Information on investees. (Table 4)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 5)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses. (Table 6)

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance during the period, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.

Besides Tables 1 to 6 as disclosed, there was no other information about significant transactions, investees and investments in mainland China which should be disclosed.

32. SEGMENT INFORMATION

According to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standard (IFRS) No. 8 on segment information does not apply to these parent company only financial statements.

TABLE 1

ASIA POLYMER CORPORATION

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES) DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Asia Polymer Corporation Ordinary shares
Harbinger Venture Capital Corp.
Riselink Venture Capital
KHL IB Venture Capital Co., Ltd.
USI Corporation
CTCI Corporation
AU Optronic Corporation
Wafer Works Corporation
Neo Solar Power Corp.
Evergreen Marine Corp.
Oriental Union Chemical Corp.
Quanta Computer Inc.
Beneficiary securities
Cathay No. 1 Real Estate Investment Trust Fund
Cathay No. 2 Real Estate Investment Trust Fund
Shin Kong No. 1 Real Estate Investment Trust Fund
Fubon No. 2 Real Estate Investment Trust Fund
Jih Sun Money Market Fund
Paradigm Pion Money Market Fund
Nomura Taiwan Money Market Fund
Prudential Financial Money Market Fund
UPAMC James Bond Money Market Fund
-
-
-
Ultimate parent company
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - non-current
Available-for-sale financial assets - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
408,000
769,516
18,200,000
99,368,307
14,496,107
9,618,516
2,017,271
229,127
1,500,000
866,000
500,000
4,901,000
2,500,000
2,000,000
5,000,000
3,534,072
2,262,916
3,089,187
3,183,308
3,013,116
$ 4,080
7,695
182,000
1,629,640
654,499
119,270
85,936
3,150
24,525
27,409
30,950
64,938
33,275
29,020
56,850
52,048
26,000
50,115
50,050
50,064
1.20
1.67
11.90
8.53
1.90
0.10
0.43
0.02
0.04
0.10
0.01
-
-
-
-
-
-
-
-
-
$ -
-
-
1,629,640
654,499
119,270
85,936
3,150
24,525
27,409
30,950
64,938
33,275
29,020
56,850
52,048
26,000
50,115
50,050
50,064

(Continued)

266

Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of Shares Carrying Amount Percentage
of
Ownership
(%)
Fair Value
APC (BVI) Holding Co., Ltd.
APC Investment Co., Ltd.
Taishin 1699 Money Market Fund
CTBC Hwa-win Money Market Fund
Mirae Asset Solomon Money Market Fund
Taishin Ta-Chong Money Market Fund
Yuanta De-Li Money Market Fund
Fubon Chi-Hsiang Money Market Fund
Deutsche Far Eastern DWS Taiwan Money Market Fund
Eastspring Investments Well Pool Money Market Fund
Hua Nan Kirin Money Market Fund
Yuanta Wan Tai Money Market Fund
Shin Kong Chi-Shin Money-Market Fund
Cathay Taiwan Money Market Fund
TCB Taiwan Money Market Fund
Capital Money Market Fund
Shares
Budworth Investment Ltd. - ordinary shares
Teratech Corp. - ordinary shares
Silicon Technology Investment (Cayman) Corp. -
preference shares
NeuroSky, Inc. - series D preference shares
TGF Linux Communication, Inc. - preference shares
Sohoware, Inc. - preference shares
Boldworks, Inc. - preference shares
Solargiga Energy Holdings Ltd. - preference shares
Ordinary shares
USI Corporation
Evergreen Marine Corp.
Oriental Union Chemical Corp.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ultimate parent
company
-
-
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available-for-sale financial assets - non-current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current

6,844,627

6,396,007

798,148

3,476,051

4,570,721

10,649,432

862,076

3,715,649

6,741,512

3,319,943

3,245,636

3,230,679

8,814,087

3,120,417
256,140
112,000
1,519,701
2,397,364
300,000
450,000
689,266
15,868,333

43,930

500,000

350,000
$ 92,040
70,071
10,005
49,091
74,082
166,121
10,024
50,252
80,267
50,004
50,001
40,009
89,035
50,051
1,975
-
48,938
4,113
-
-
-
17,212
720
8,175
11,078
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.45
0.67
2.95
0.55
-
-
-
0.49
-
0.01
0.04
$ 92,040
70,071
10,005
49,091
74,082
166,121
10,024
50,252
80,267
50,004
50,001
40,009
89,035
50,051

-

-

-

-
-
-
-

17,212
720

8,175

11,078
(1)
(1)
(1)
(1)

(Continued)

Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership
(%)
Fair Value
Beneficiary securities
Yuanta Wan Tai Money Market Fund
Cathay Taiwan Money Market Fund
Ordinary shares
Neo Solar Power Corp.
-
-
-
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Available-for-sale financial assets - non-
current
1,112,602
1,999,525
1,131,920
$ 16,758
24,762
15,564
-
-
0.11
$ 16,758
24,762
15,564

Note 1: The carrying amount was zero as of December 31, 2017 due to the impairment loss recognized in prior years.

Note 2: Refer to Tables 4 and 5 for information about subsidiaries and associates.

(Concluded)

268

TABLE 2

ASIA POLYMER CORPORATION

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
APC Corporation Shares
Ever Conquest
Global Limited.
Fund
Taishin 1699
Money Market
Fund
TCB Taiwan
Money Market
Fund
Jih Sun Money
Market Fund
Fubon Chi-Hsiang
Money Market
Fund
Investments accounted
for using the equity
method
Financial assets at fair
value through profit
or loss - current
Financial assets at fair
value through profit
or loss - current
Financial assets at fair
value through profit
or loss - current
Financial assets at fair
value through profit
or loss - current
-
-
-
-
-
Associate
-
-
-
-
2,171,000
18,538,306
-
10,862,044
-
$ 63,554
248,000
-
159,000
-
44,099,000
33,085,671
47,665,006
15,710,003
22,731,694
$ 1,377,923
444,300
480,700
231,000
354,000
-
44,779,350
38,850,919
23,037,975
12,082,262
$ -
601,232
392,037
339,156
188,259
$ -
600,300
391,715
337,972
188,000
$ -
932
322
1,184
259
46,270,000
6,844,627
8,814,087
3,534,072
10,649,432
$ 1,420,944
(Note 1)
92,040
(Note 2)
89,035
(Note 3)
52,048
(Note 4)
166,121
(Note 5)

Note 1: The ending balance includes the original investment amount, the share of profit (loss) of investees and other related adjustments.

Note 2: The ending balance includes the original investment amount of $92,000 thousand and adjustments for fair value changes of $40 thousand. Note 3: The ending balance includes the original investment amount of $88,985 thousand and adjustments for fair value changes of $50 thousand. Note 4: The ending balance includes the original investment amount of $52,028 thousand and adjustments for fair value changes of $20 thousand. Note 5: The ending balance includes the original investment amount of $166,000 thousand and adjustments for fair value changes of $121 thousand.

TABLE 3

ASIA POLYMER CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Receivable (Payable) Notes/Accounts Receivable (Payable)
Purchase
/
Sale
Amount % of
Total
Payment Terms Unit Price Payment
Terms
Financial Statement Account and
Ending Balance
% of
Total
Asia Polymer Corporation USI Corporation Ultimate parent
company
Sale
Purchase
$(596,780)
135,176
(9.56)
2.43
60 days
30 days
No
significant
difference
No
significant
difference
No
significant
difference

No
significant
difference

Accounts receivable - related parties
$99,228

Accounts payable - related parties
$25,687
15.63
18.63

270

TABLE 4

ASIA POLYMER CORPORATION

INFORMATION ON INVESTEES

FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2017 December 31, 2017 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31, 2017 December 31, 2016
Number of
Shares
% Carrying
Amount
Asia Polymer Corporation APC (BVI) Holding Co.,
Ltd.
APC Investment Co., Ltd.
USI International Corp.
China General Plastics
Corporation
China General Terminal &
Distribution Corporation
Swanson Plastics
Corporation
Acme Electronics
Corporation
Taiwan United Venture
Capital Corp.
British Virgin Islands
Taipei, Taiwan
British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Reinvestment
Investment
Reinvestment
Manufacture and marketing of PVC
plastic cloth and three-time
processed products
Warehousing and transportation of
petro chemical raw materials
Manufacture and marketing of stretch
film, diaper film, embossed film,
heavy-duty sacks
Manufacture and marketing of
manganese-zinc and ferrite core
Investment in high technology
businesses
$ 409,938
(US$13,774,806 )
200,000
83,328
(US$2,800,000 )
247,412
41,802
75,242
61,348
52,791
$ 409,938
(US$13,774,806 )
200,000
83,328
(US$2,800,000 )
247,412
41,802
75,242
61,348
52,791
11,342,594
20,000,000
2,800,000
39,700,480
17,079,107
11,909,495
6,056,623
3,913,533
100.00
100.00
70.00
8.07
33.33
7.95
3.32
8.33
$ 435,497
108,578
121,144
629,910
272,509
197,140
45,253
26,748
$ (8,545)

3,315

4,898

1,269,808

53,358

164,402

(103,454)

20,110
$ (8,545)

3,315
3,428

102,464

17,786

13,069

(3,435)

1,675
Subsidiary (Note 1)
Subsidiary (Note 1)
Subsidiary (Note 1)
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, 2017 December 31, 2017 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31, 2017 December 31, 2016
Number of
Shares
% Carrying
Amount
APC (BVI) Holding Co., Ltd.
APC Investment Co., Ltd.
Thintec Materials
Corporation
USI Optronics Corporation
Ever Conquest Global Ltd.
ACME Electronics
(Cayman) Corp.
USI International Corp.
Acme Electronics
Corporation
Swanson Technologies
Corporation
Taipei, Taiwan
Taipei, Taiwan
British Virgin Islands
British Virgin Islands
British Virgin Islands
Taipei, Taiwan
Taipei, Taiwan
Manufacture and marketing of
reinforced plastic products
Manufacture and marketing of
sapphire products
Reinvestment
Reinvestment
Reinvestment
Manufacture and marketing of
manganese-zinc and ferrite core
Manufacture and marketing of EVA
film
36,250
59,725
1,376,995
(US$46,270,000 )
156,088
(US$5,244,903 )
35,712
(US$1,200,000 )
14,889
30,000
36,250
-
64,609
(US$2,171,000 )
156,088
(US$5,244,903 )
35,712
(US$1,200,000 )
14,889
30,000
1,825,000
5,972,464
46,720,000
8,316,450
1,200,000
1,884,548
3,000,000
30.42
9.20
37.43
16.64
30.00
1.03
15.00
7,617
43,697
1,420,944
190,627
51,919
14,081
(9,397)

(866)

(175,708)

10,291

(50,915)

4,898

(103,454)

(21,502)

(263)

(16,028)
868

-
-

-

-
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method (Note 1)
Investments
accounted for
using the equity
method
Investments
accounted for
using the equity
method

Note 1: All intercompany transactions have been eliminated on consolidation.

272

TABLE 5

ASIA POLYMER CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA

FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi in Thousands, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital
(Note 3)
Method and
Medium of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2017
(Note 3)
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2017
Net Income (Loss)
of Investee
(Note 2)
% Ownership of
Direct or Indirect
Investment
Investment Gain
(Loss)
(Note 2)
Carrying Amount
as of
December 31, 2017
(Note 3)
Accumulated
Repatriation of
Investment Income
as of December 31,
2017
Outflow
(Note 3)
Inflow
ACME Electronics (Kunshan) Co., Ltd.
USI Trading (Shanghai) Co., Ltd.
Fujian Gulei Petrochemical Co., Ltd.
Manufacture and marketing of manganese-zinc
soft ferrite core
Management of chemical products, equipment,
and plastic products; wholesale of electronic
materials, commission agency services and
related supporting import and export services
Manufacture of crude oil and petroleum
products
$ 914,376
(US$ 30,725,000 )
74,400
(US$ 2,500,000 )
10,497,212
(RMB 2,304,800,000 )
(2)
ACME Electronics
(Cayman) Corp.
(2)
APC (BVI) Holding
Co., Ltd.
(2)
Dynamic Ever
Investments Ltd.
$ 124,319
(US$ 4,177,369 )
90,339
(US$ 3,035,601 )
-
$ -
-

1,284,912
(US$ 43,175,806 )
$ -

-
-
$ 124,319
(US$ 4,177,369 )

90,339
(US$ 3,035,601 )

1,284,912
(US$ 43,175,806 )
(Note 2,b,2 )
$ (77,698 )
(Note 2,b,2 )
6,555
(Note 2,b,1 )
(13,083 )
16.64
100.00
12.71
$ (12,931 )
6,555
(1,662 )
$ 119,563

99,903

1,332,033
$ -

-

-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2017
(Note 3)
Investment Amounts Authorized by
Investment Commission, MOEA
(Note 3)
Upper Limit on the Amount of Investment
Stipulated by Investment Commission,
MOEA
$1,643,017 (Note 4)
(US$55,208,912)
$4,802,717
(US$161,381,608)
-
(Note 5)

Note 1: Investments are divided into three categories as follows:

  • a. Direct investment: 1.

  • b. Investments through a holding company registered in a third region: 2.

  • c. Others: 3.

Note 2: For the column of investment gain (loss):

  • a. If there is no investment gain (loss) during the preparation, it should be noted.

  • b. If the basis for the recognition of investment gain (loss) is classified into the following three type, it should be noted as follows:

  • 1) Financial statements audited by international accounting firms which have a cooperation relationship with an accounting firm in the Republic of China.

  • 2) Financial statements audited by the parent company’s CPA.

  • 3) Others.

Note 3: The calculation was based on the exchange rate as at December 31, 2017.

  • Note 4: The accumulated outward remittance includes the investments in Wafer Works Epitaxial Corp., Wafer Works (Shanghai) Corp., Shanghai JingJi Electronic Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., Jinzhou Youhua Silicon Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., Qinghai Chenguang New Energy Co., Ltd., USI Trading (Shanghai) Co., Ltd. (“USIT”), and Fujian Gulei Petroleum Company.

  • a. The Company invested in Wafer Works Epitaxial Corp. and Wafer Works (Shanghai) Corp. through Silicon Technology Investment (Cayman) Corp.

  • b. The Company invested in Solar Technology Investment (Cayman) Corp. and Risheng Investment Limted through Solargiga Energy Holdings Limited, which indirectly invested in Solar Energy Silicon Materials Co., Ltd. and then in Shanghai JingJi

    • Electronic Materials Co., Ltd. Risheng Investment Limited indirectly invested in Jinzhou Yangguang Energy Co., Ltd., Jinzhou Youhua Silicon Materials Co., Ltd., Jinzhou Yangguang Energy Co., Ltd., and Qinghai Chenguang New Energy Co., Ltd.
  • Note 5: As the Company has obtained the certificate of qualification for operating headquarters issued by the Industrial Development Bureau, MOEA in Order No. 10520427730 on November 11, 2016, the upper limit on investments in mainland China pursuant to the “Principle of Investment or Technical Cooperation in Mainland China” is not applicable.

274

TABLE 6

ASIA POLYMER CORPORATION

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES

FOR THE YEAR ENDED DECEMBER 31, 2017

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Transaction Type Purchase/Sale Purchase/Sale Price Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)

Unrealized
(Gain) Loss
Amount % Payment Terms
Comparison with Normal
Transactions
Ending
Balance
%
USI Trading (Shanghai) Co., Ltd. Sales revenue
Commission expenses
$ 66,242
706
1.06
-
No significant
difference
-
T/T 90 days
-
No significant difference
-
$ 30,659
-
4.83
-
$ -
-
  • VI. Impact on the Company's financial status due to financial difficulties experienced by the Company and its affiliates during the last fiscal year up to the publication date of this report: None.

276

Review and analysis of financial position and performance and associated risks

Chapter 7 Review and analysis of financial position and performance and associated risks

I. Financial position

Comparison and analysis of financial position

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
December 31,
2017
December 31,
2016
Difference
Amount %
Current assets $5,136,436
$6,220,412

(1,083,976)
(17.43)
Long-term investment 5,533,512
4,070,105

1,463,407

35.96
Property (including investment),
plant and equipment
4,146,976
4,321,998

(175,022)
(4.05)
Other assets 59,077
57,514

1,563

2.72
Total assets 14,876,001
14,670,029
205,972
1.40
Current liabilities 2,338,563
2,425,963

(87,400)
(3.60)
Other liabilities 2,720,968
2,746,861

(25,893)
(0.94)
Total liabilities 5,059,531
5,172,824

(113,293)
(2.19)
Capital 5,181,147
5,030,240

150,907

3.00
Capital surplus 16,434
14,046

2,388

17.00
Retained earnings 4,254,352
4,153,022

101,330

2.44
Other equity 364,537
299,897

64,640

21.55
Total equity 9,816,470
9,497,205

319,265

3.36
(I). The main reasons for major changes in assets, liabilities and equity in the most recent two years
(variance of 20% and exceeding NT$10 million between periods):
1.
Long-term investment: Mainly due to the increase in investment accounted for
under equity method.
2.
Other equity: Mainly due to an increase in the unrealized evaluation gains on
available-for-sale financial assets.
(II). Impact:
No major impact.
(III). Future countermeasure
Not applicable

II. Financial performance

(I). Comparison and analysis of financial performance

Unit: NT$ thousands

2017 2016 Increase
(decrease)
amount
Percentage
of change
(%)
Net operatingrevenue $6,404,467
$5,893,335

511,132

8.67
Operatingcost 5,707,391
5,113,476

593,915

11.61
Grossprofit 697,076
779,859
(82,783) (10.62)
Operatingexpenses 226,186
212,190

13,996

6.60
Net operatingincome 470,890
567,669
(96,779) (17.05)
Non-operating
income
and
expenses

184,863

225,259
(40,396) (17.93)
Income before income tax 655,753
792,928

(137,175)
(17.30)
Income tax 90,399 121,989 (31,590) (25.90)
Net income for theyear 565,354
670,939
(105,585) (15.74)
Other comprehensive income
for theyear

53,337

423,009
(369,672) (87.39)
Total comprehensive income for
theyear

618,691

1,093,948

(475,257)
(43.44)
(I). The main reasons for significant percentage of changes in the most recent two years:
1.
The decrease in income tax: Mainly due to the decrease in net income before tax.
2.
Other comprehensive income for the year: Mainly due to a year-over-year decrease
in the unrealized evaluation gains on available-for-sale financial assets.
3.
Total comprehensive income for the year: Mainly due to the decreases in net
income and other comprehensive income for the year.
(II). Projected sales volume in the following year and its basis:
The sales target for 2018 is approximately 140,000 tons and sales of niche products
shall be prioritized.
(III). Impact on the Company’s future financial business: No significant impact.
(IV). Future Plans: Not Applicable

(II). Analysis of changes in gross profit: Not applicable.

278

Review and analysis of financial position and performance and associated risks

III. Cash flows

Unit: NT$ thousands

Unit: NT$ thousands
Year Cash at
the
beginning
of the
period
Balance
Net cash
flow from
operating
activities
during the
year
Net cash
flow from
investing
activities
during the
year
Net cash
flow from
financing
activities
during the
year
Effects of
exchange
rate
Amount of
cash
surplus
(shortage)
Remedy for
cash
shortage
106 2,812,999 963,684 (1,352,932) (300,627) (10,749) 2,112,375 Not
applicable
  1. Analysis of changes in cash flow during the year

  2. (1) Operating activities: Net cash inflow from operating activities was NT$963,684, which was mainly the sum of annual profit plus depreciation.

  3. (2) Investing activities: The net cash outflow from investing activities was NT$1,352,932 thousand, mainly due to the increase in long-term equity investment accounted for under the equity method.

  4. (3) Financing activities: The net cash outflow from financing activities was NT$300,627 thousand, mainly due to the distribution of cash dividends.

  5. Remedy for cash shortage and liquidity analysis: Not applicable.

  6. Liquidity analysis for the following year

Unit: NT$ thousands

Cash at the
beginning of
the period
Balance
Estimated net
cash flow from
operating
activities during
theyear
Estimated other
cash inflows
(outflows) during
the year
Estimated
balance of cash
surplus
(shortage)
Remedy for
shortage
2,112,375 662,000 (732,000) 2,042,375 Not applicable
  • IV. Impact of major capital expenditures on financial operations in the most recent year: None.

V. Investment policy in the most recent year, main reasons for its profit or loss, improvement plans and future investment project:

(I). Investment amount exceeded 5% of the paid-in capital as of December 31, 2017:

Details Other
Amount Main reason for gain Improvement
future
Policy
Item (in 1,000) or loss plan investment
plans
USI Steady cash
Stable performance
None
Corporation 1,629,640 dividends
CTCI The overall
Corporation performance has
654,499 Diversification
grown steadily, so
None
investment
it remains
profitable
Ever Conqueat Investment in
Construction period
None
Global Ltd 1,420,944 petrochemical
China General The overall
Plastics performance has
Corporation 629,910 Diversification
grown steadily, so
None
i
nvestment it remains
profitable
China General The overall
Terminal & performance has
Distribution 272,509 Diversification
grown steadily, so
None
i
Corporation nvestment it remains
profitable

(II). Investment plan for the coming year: The Group will indirectly invest in the Gulei Park in Zhangzhou, Fujian Province, China through the third region, to produce petrochemical-related products, downstream deep-processing equipment, and supporting public facilities. The investment amount will not exceed NT$6 billion. After being approved by the relevant competent authority, funds are invested year by year according to the progress.

280

Review and analysis of financial position and performance and associated risks

VI. Risk analysis and evaluation

Risk management organization structure

VI. Risk analysis and evaluation
Risk management organization structure
Key risk assessment items Execution and
responsible units
Supervisi
on unit
1. Impacts of fluctuations in interest rates, foreign exchange rates and
inflation on the Company’sprofitabilityand associated actionplans

Finance Division


Audit
Office
2. The policies, main causes of gain or loss and action plans with
respect to high-risk, highly-leveraged investment, lending funds to
other parties, endorsement and guarantee and derivative trading, and
futureresponsemeasuresto be undertaken.:
3. Future research and development plans and estimated expenses Linyuan Research
and Development
Division
4. Impacts of changes in major domestic and overseas policies and
regulations on Company’s finance and business and associated
actionplans:


Legal Division
5. Impacts of changes in technology and industry on Company's
finance and business and associated action plans:

Information
Division/Business
Department
6. Impacts of changes in corporate image on corporate risk
management and associated actionplans:

Human Resources
Division
7. Expected benefits and risks relating to merger and acquisition and
associated actionplans:

Finance Division
8. Expected benefits and risks relating to plant expansion and
associated actionplans:

Linyuan Plant
9. Risks of concentrated sources of sales or purchases and associated
action plans:

Procurement and
Logistics
Division/Business
Department
10. Impact and risk of sale or transfer of significant number of shares
by the directors, supervisors or shareholders with over 10% of
shareholdingand associated actionplans:


Finance Division
11. Impact and risk of change in management and associated action
plans:

Board of Directors
12. For major litigations, non-litigations, or administrative disputes
involving the Company, directors, supervisors, general manager, de
facto responsible person, major shareholders with over 10% of
shareholding and affiliates and have significant impacts on the
interests of shareholders or share prices, the facts, amount in
dispute, commencement date, major parties involved, and the status
upto the annual reportpublication date shall be disclosed






Legal Division

Risk management policy

  • (I). Impacts of fluctuations in interest rates and foreign exchange rates and inflation on the Company’s profitability and associated action plans

  • Interest rate: In order to supplement working capital and avoid the risk of rising interest rates, the Company signed three-year medium-term floating-interest rate loan contracts of NT$400,000 thousand and NT$450,000 thousand with Chang Hwa Commercial Bank and Taiwan Shin Kong Commercial Bank, respectively, in 2015. In 2016, it signed a three-year medium-term fixed-interest rate loan

contracts of NT$200,000 thousand with KGI Bank and a three-year mediumterm floating-interest rate loan contract of NT$500,000 thousand with Taipei Fubon Commercial Bank. In 2017, it engaged in three-year medium-term floating-interest rate loan contracts of NT$500,000 thousand, NT$500,000 thousand and NT$250,000 thousand with Bank SinoPac, First Commercial Bank and O-Bank, respectively. In 2018, it signed three-year medium-term floatinginterest rate loan contracts of NT$500,000 thousand and NT$400,000 thousand with Yuanta Commercial Bank and KGI Bank, respectively. The Company will carry out IRS at an appropriate time to avoid the risk of rising interest rates. In terms of short-term borrowing, in addition to making full use of the money market to issue commercial paper to obtain cheaper funds, it also strengthened the bargaining power on bank’s short-term financing rate to reduce the overall cost of capital.

The current strategy of the Company is to apply excess funds to the diverse investments below, so that it not only mitigates the risk of interest rate fluctuation, but also contributes to the profitability of the Company:

  - 1.1 Monetary fund beneficiary certificates: The investment amount is approximately NT$1,107,714 thousand, and the investment return rate is about 0.36%.

  - 1.2 REITs (domestic real estate investment trust): The average investment amount is approximately NT$79,837 thousand. It generates a fixed yield of approximately 4.07% which is better than the long-term government bond yield.

  - 1.3 Stocks with better yields: The amount of investment is about NT$381,651 thousand.
  1. Exchange rate: The Company adopts the strategy of hedging the net exchange position to avoid exchange rate risks.

  2. Inflation: No significant impact on the Company.

    • 3.1 Some countries (including Taiwan) have not experienced significant inflation. The current inflation level is moderate.

    • 3.2 The main cost of the Company is the cost of raw materials. Product price move in the same direction as the raw material cost.

  3. (II). The policies, main causes of gain or loss and action plans with respect to high-risk, highly-leveraged investment, lending funds to other parties, endorsement and guarantee and derivative trading:

  4. Engaging in high-risk, highly-leveraged investment and lending funds to other parties:

    • The Company’s “Procedures for Acquisition and Disposition of Assets” stipulates that it does not engage in high-risk, highly-leveraged investments. There is also the “Procedures for Lending Funds to Others”. However, this operation has not yet been carried out.
  5. Endorsement and guarantee Proceed in accordance with the Company’s "Endorsement and Guarantee Procedures". However, this operation has not yet been carried out.

  6. Derivative trading:

282

Review and analysis of financial position and performance and associated risks

The Company engages in derivative transactions with the purpose of hedging risks. Trading commodities are chosen primarily to hedge risks arising from the Company’s business operations. The counterparties for hedging transactions are reputable financial institutions in response to the Company’s operational needs to avoid credit risks.

  • 3.1. Hedging transactions: Forward foreign exchange contracts are used mainly on hedging the currency fluctuation of existing or future transactions. We do not participate in speculative trading.

  • (III).Future research and development plans and projected R&D investment amount:

  • Future R&D Plan: The Linyuan Research and Development Division is in charge of planning and execution.

  • Newly acquired gas chromatograph (GC).

  • Newly acquired thermal differential scanning calorimeter (DSC).

  • Process equipment renewal.

  • Estimated R&D expenses: A total of approximately NT$20,600 thousand.

  • (IV).The Impacts of changes of the important domestic and foreign policies and laws on the Company’s finance and business, and the countermeasures:

  • Impacts of changes in major domestic and overseas policies and regulations on Company’s finance and business within the most recent year up to the publication date of this report are not significant.

  • Action plan: The Company has legal department in place to assess legal risks and come up with action plans. It would review important contract documents in advance, and provide legal advices and handle legal affairs whenever necessary. In addition, the accounting department evaluates the impacts of changes in accounting and tax-related laws and regulations on the financial operations of the Company at all times and come up with action plans. It would discusses with CPAs to make prior planning for the relevant changes.

  • (V). The impact of changes in technologies and industries on the Company’s finance and business, and the countermeasures:

  • Establish webcam system to make communication in the Company more mobile and save travel expenses and time.

  • Through the introduction of ERP and financial statement consolidation system, we will continue to deepen applications and upgrade to enhance the overall operational and financial efficiency.

  • Introduce the on-line approving system to optimize the processing speed of official documents and the procedures of substitute system. It facilitates the tracking of official documents, improve efficiency, save paper, and achieve the purpose of environmental protection.

  • Through the development and integration of the cash flow system, procedures and time taken for account processing is shortened.

  • Platforms of safety and health environment, procurement, sales, Customs, credit, etc. provide web-based electronic form. They offer simplified procedures and information security and achieve the goal of e-management.

  • Promote social engineering drills to raise employees’ information security awareness, protect data integrity and prevent intrusions.

  • (VI). The Impacts of Change of Corporate Image on the Enterprise Crisis Management and the Countermeasures:

The Company always upholds the principles of professionalism and integrity.

We value corporate governance and fulfill our corporate social responsibility. Therefore, there is no foreseeable risk associated with changes in corporate image. (VII). The expected benefits and possible risks to engage in mergers and acquisitions (M&A)and the countermeasures: The Company does not carry out mergers and acquisitions. (VIII). The expected benefits and possible risks to expand the plants and the countermeasures: The Company does not have a plant expansion plan. (IX). The risks faced with concentrated procurement and sales, and the countermeasures: Purchases: The Company purchases more than 50% of the Company’s overall ethylene from CPC Corporation, Taiwan. However, we signed a contract with CPC to ensure the supply of ethylene. Shortages may be supplemented by imports of CPC or the Company. Sales: Most of our customers are SMEs, so there is no concentration risk. (X). The impacts and risks arising from major exchange or transfer of shares by directors, supervisors or shareholders with over 10 percent of stake in the Company and the countermeasures: There was no major exchange or transfer of shares by directors, supervisors or shareholders with over 10 percent of stake in the Company as at the date of publication of the report. Thus, there was no impact on the Company's operation. (XI). Impact, risk, and response measures related to any change in the administrative authority towards the Company's operations: 1. Implementation and Responsible Unit: Board of Directors. 2. There has not been any changes in management rights within the last year, up to the publication date of this annual report. (XII). For any litigious or non-litigious matters, the Company and Company's directors, supervisors, general managers, person with actual responsibility in the Company, and major shareholders holding more than 10% of the Company's shares, shall be disclosed. If there has been any substantial impact upon shareholders' equity or prices for the Company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the Company that was finalized or remained pending, the report shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case as at the date of publication of the report:

With regard to the gas explosions on July 31, 2014, where the Company’s investee under equity method, China General Terminal & Distribution Corporation (CGTD), was contracted by LCY Chemical Corp. (LCY) to transport propene through the pipelines, the Kaohsiung District Prosecutors Office charged relevant Kaohsiung City Government officials, relevant personnel of LCY and employees of CGTD on December 18, 2014.

CGTD reached an agreement with Kaohsiung City Government on February 12, 2015 and pledged a term deposit NT$226,983 thousand (including interests) to the Government as a guarantee for losses caused by the gas explosions. The Kaohsiung City Government has also filed civil lawsuits against LCY, CGTD and CPC Corporation. Taiwan Power Company applied to the court to execute

284

Review and analysis of financial position and performance and associated risks

provisional attachments on the properties of CGTD on August 27 and November 26, 2015, respectively. Taiwan Water Corporation applied to the court to execute provisional attachments on the properties of CGTD on February 3 and March 2, 2017, respectively. Assets under attachment amounted to approximately NT$150,540 thousand as of April 30, 2018.

For the deceased, CGTD, LCY and the Kaohsiung City Government signed a tripartite agreement on July 17, 2015 agreeing to negotiate the compensation first with the 32 deceased’s successors and persons entitled to the claims (hereinafter, “family of the deceased”). Each family was entitled to NT$12 million and the total compensation was NT$384 million. The compensation was paid in installments over a maximum of four years. LCY will pay the bill first and also represent the three parties in the settlement negotiation and the signing of settlement agreements with family of the deceased.

For the severely injured, CGTD, LCY and the Kaohsiung City Government signed a tripartite agreement for severe injuries on October 25, 2017 agreeing to negotiate the compensation first with the 65 severely injured victims. The compensation was first paid by CGTD, LCY and the Kaohsiung City Government. CGTD also represents the three parties in negotiating settlements with victims who suffered severe injuries in the incident. It has signed settlement agreements with 63 of the victims.

As of April 30, 2018, there has been civil (including civil claims on top of criminal claims) claims against LCY, CGTD, and CPC from individuals who suffered damage from the Kaohsiung gas explosions, victims, and their relatives. The total amount including the compensation paid to the deceased and severely injured specified in the preceding paragraph is approximately NT$4,067,082 thousand. However, the actual compensation to be paid by CGTD can only be verified after the sharing ratio of liabilities is determined in the civil litigation ruling. The ruling for the criminal suit for the Kaohsiung gas explosions in the court of first instance was announced on May 11, 2018. Three CGTD employees were sentenced to fixed-term imprisonment of four years and six months. CGTD will assist the employees in filing appeals after the judgment is received. The rulings for certain civil cases in the court of first instance are expected to be announced on June 22, 2018.

  • (XIII). Other significant matters and action plans: Within the most recent year up to the publication date of this report, the

  • Company does not have other significant matters.

  • VII. Other important issues: Key performance indicators of the Company

  • (I). Operating hour without accident: The Company’s Linyuan Plant is a hightemperature and high-pressure production environment, so it puts a strong emphasis on occupational safety, health and environmental protection. As of December 31, 2017, the cumulative operating hours without accident was 3,025,561 hours.

  • (II). Operating rate of equipment: Except for maintenance and repair or downtime due to power failure of Taipower, the equipment operates normally. The equipment operating rate was 95.72% in 2017.

286

Chapter 8. Special Notes

I. Affiliates

  • (I). Consolidated Operating Report of Affiliates

  • Organization structure of affiliates

==> picture [525 x 338] intentionally omitted <==

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

Union Polymer Int'l
Investment Corp.
36.08%
Asia Polymer
Corporation
100%
100%
100% 100%
APC
USI Trading APC(BVI)
Investment
(Shanghai) Co., Ltd. Holding Co
Corporation
30%
70%
USI Inter-
national Corp.
----- End of picture text -----

2. Basic information on affiliates

Unit: NT$ thousands

Company name Date of
incorporation
Address Actual
Paid-in
Capital
Main Business or
Product
APC (BVI) Holding
Co., Ltd.
April 10, 1997 Citco Building, Wickham Cay, P.O.
Box 662,Road Town, Tortola, British
Virgin Islands
337,556 Investment
USI International
Corporation
Spetember 20,
2002
TrustNet Chambers, P.O.
Box3444,Road Town, Tortola, British
Virgin Islands
119,040 Investment
APC Investment
Corporation
December 20,
2007
10th Floor, No. 39, Ji-Hu Road, Nei-
Hu District, Taipei 114, Taiwan,
R.O.C.
200,000 Investment
USI Trading
(Shanghai) Co., Ltd.
March 13,
2006
6A, Yinglong Bldg., No.1358, Yan-
An West Rd., Shanghai , P.R.C.
74,400 Sales of chemical
products and
equipment,etc.
  1. Information of shareholders with corporate governance power while working in the company: None.

4. Business of affiliates and their relationships

Industry Name of Affiliate Business relationship with other affiliates
Holding company APC (BVI) Holding Co., Ltd. None
Investment USI International Corporation None
Investment APC Investment Corporation None
Trade industry USI Trading (Shanghai) Co., Ltd. Purchases from APC

5. Information of directors, supervisors, and general managers of affiliates

Unit: NT$thousands;shares;% Unit: NT$thousands;shares;% Unit: NT$thousands;shares;%
Company
name
Title Name or Representative Number of
shares held
by the person
/shareholding
percentage
Number of shares
held by juristic
persons represented
/shareholding
percentage
APC (BVI)
Holding Co.,
Ltd.
Director Wu I-Kui 0/0%
Director Li Kuo-Hung 0/0%
Director Matthew Miau 0/0%
Director Liu Chen-Tu 0/0%
USI
International
Corporation.
Director Wu I-Kui 0/0%
Director Li Kuo-Hung 0/0%
Director Liu Chen-Tu 0/0%
Director HuangYa-I 0/0%
APC
Investment
Corporation
Chairman Wu I-Kui (representative of Asia Polymer
Corporation)
0/0% 20,000,000/100%
Director Li Kuo-Hung (representative of Asia
Polymer Corporation)
0/0%

288

Company
name
Title Title Name or Representative Name or Representative Name or Representative Name or Representative Name or Representative Number of
shares held
by the person
/shareholding
percentage
Number of
shares held
by the person
/shareholding
percentage
Number of shares
held by juristic
persons represented
/shareholding
percentage
Number of shares
held by juristic
persons represented
/shareholding
percentage
Director Huang Ya-I (representative of Asia Polymer
Corporation)
0/0%
Supervisors Liu Chen-Tu (representative of Asia Polymer
Corporation)

0/0%
General
Manager
Huang Ya-I 0/0%
USI Trading
(Shanghai)
Co., Ltd.
Chairman
and
General
Manager
Li Kuo-Hung (appointed by APC (BVI)
Holding Co., Ltd.)
0/0% USD2,500,000/100
Vice
Chairman
Wu Chiao-Feng (appointed by APC (BVI)
HoldingCo.,Ltd.)
0/0%
Director Wang Ke-Shun (appointed by APC (BVI)
HoldingCo.,Ltd.)
0/0%
Director Wu Ming-Tsung (appointed by APC (BVI)
HoldingCo.,Ltd.)
0/0%
Supervisor Huang Yung-Hui (appointed by APC (BVI)
HoldingCo.,Ltd.)
0/0%
6. Operating status of affiliates:
Unit: NT$thousands
Company name Capital Total
assets
Total
liabilities
Net Worth Operating
revenue
Operating
Income
(Loss)

Net
income
(loss)
(after tax)
for the
current
period
Earnings
per Share
(NT$)
(after tax)
APC (BVI)
HoldingCo.,Ltd.
337,556 435,497 0 435,497 0 (212) (8,545) (0.75)
USI International
Corporation.
119,040 176,211 3,148 173,063 0 (2,346) 4,898 1.22
APC Investment
Corporation
200,000 118,077 9,499 108,578 0 (412) 3,315 0.17
USI Trading
(Shanghai) Co.,
Ltd.
74,400 184,025 84,121 99,903 162,972 5,414 6,555

(II). Consolidated financial statements of affiliates

Declaration of Consolidated Financial Statements of Affiliates

For Fiscal Year 2017 (from January 1 to December 31, 2017), the affiliates of the Company that shall be included in the consolidated financial statements of affiliated companies as per the rules of the "Criteria Governing Preparation of Affiliation Reports, the Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those included in the consolidated financial statements prescribed by the International Financial Reporting Standards No. 10. Also, all the information to be disclosed in the consolidated financial statements of affiliated companies has already been disclosed in the aforementioned consolidated financial statements. Hence, the consolidated financial statements of affiliated companies are not prepared separately.

As hereby declared

Company Name: Asia Polymer Corporation

==> picture [41 x 41] intentionally omitted <==

Person in charge: Wu I-Kui

M a r c h 1 2 , 2 0 1 8

290

(III). Affiliation report 1. Declaration of affiliation report

The Company's 2017 (from January 1 to December 31, 2017) affiliation report is compiled in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" and there was no material inconsistency between the information disclosed in the affiliation report and the one disclosed in the notes to financial statements for the same period.

As hereby declared

Company Name: Asia Polymer Corporation Person in charge: Wu I-Kui

M a r c h 1 2 , 2 0 1 8

2. Independent auditor's opinion on affiliation report

April 30, 2018 Deloitte & Touche Audit No. 10704361 Attn: Asia Polymer Corporation Subject: We express our opinions on Asia Polymer Corporation’s declaration of affiliation report that it does not contain any material inconsistency.

Explanations:

  • I. With regard to the 2017 affiliation report (January 1 to December 31, 2017) prepared by Asia Polymer Corporation on March 12, 2018, the Company had declared that the report is prepared in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and there was no material inconsistency between the information disclosed in the affiliation report and the one disclosed in the notes to financial statements for the same period. The Declaration is attached.

  • II. . We had audited the affiliation report in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and compared it with the 2017 financial statements of the Company. We did not identify any material inconsistency in the above-mentioned declaration.

Deloitte & Touche

CPA Huang Hsiu-Chun CPA Wu Shih-Tsung

==> picture [92 x 35] intentionally omitted <==

==> picture [60 x 61] intentionally omitted <==

==> picture [61 x 61] intentionally omitted <==

292

3. Overview on the relationship between affiliates and holding company

Unit: Share; %

Unit: Share;% Unit: Share;% Unit: Share;% Unit: Share;% Unit: Share;%
Name of Holding
Company
Reason for Control Shares Held by the Holding Company and
Status of Pledged Shares
Directors,
Supervisors or
Managers
Appointed by the
HoldingCompany
Number of
Shares Held
Shareholding
Percentage
Pledged
Shares
Title Name
Shing
Lee
Enterprise (Hong
Kong) Limited


The major shareholder
and representative of USI
was
elected
as
the
Chairman



0
0 0 None
USI Corporation The parent company of
the major shareholder
(Union
Polymer
Int'l
Investment Corp.) and
the same chairman




0
0 0 None
Union
Polymer
Int'l
Investment
Corp.


Major shareholder with
more than half of the
Board


186,955,874
36.08% 32,500,000 Chairma
n
Director
Director
Director
Director
Wu I-Kui
Li Kuo-
Hung,
Liu
Chen-Tu
Liu Han-
Tai,
Huang
Kuang-
Che
4. Purchase and sales transactions Unit: NT$thousands
Name of
Holding
Company
Transaction status with the holding
company
Transaction
terms with the
holding
company
General trade
terms
Re
aso
n
for
diff
ere
nce
Accounts/notes
receivables
Overdue
accounts
receivable
Re
mar
k
Purc
hase
s
(sale
s)
Amount Percentag
e to total
purchases
(sales)
Gross
profit
Unit
price
(NT$)
Credit
period

Unit
price
(NT$)
Credit
period

Balance
Percenta
ge to
total
account
s/notes
receivab
les
A
mo
unt
Act
ion
s
Tak
en
Allo
wanc
e for
Doub
tful
Acco
unts
USI
Corporatio
n
Sale
s
596,780 9.32% 92,813 43~56 60
days
24~68 30-90
days
No
ne
99,228 16.42% 0 No
ne
0
Purc
hase
s
275,942 4.83% 22~35 30
days
22~33 30
days
No
ne
63,843 35.96%
  1. Property transactions: None

  2. Financing: None.

7. Lease of assets

Unit: NT$ thousands

Name
of
Holding
Compan
y

Trans
action
type
Subject Subject Lease
period
Nature
of
lease

Basis for
rents
Payme
nt
terms
Compar
ison
with
general
rent
levels
Total
rent for
the
current
period
Collec
tion
status
for the
curren
t
period

Other
contr
actual
terms

Name
Location
USI
Corpora
tion
Lesso
r
Office
and
parking
spaces
10F., No.3, Sec. 1,
Dunhua
S.
Rd.,
Taipei City 106,
Taiwan (R.O.C.)
9th and 10th Floor,
No.
37,
Ji-Hu
Road, Taipei City
114,
Taiwan,
R.O.C.
6A,
Yinglong
Bldg.,
No.1358,
Yan-An West Rd.,
Shanghai,P.R.C.










01/01/2017-
12/31/2017
Operat
ing
lease
Market
price
Month
ly
collect
ion
Quite 3,297 norma
l
None
Lesse
e
Office
and
parking
spaces
12th Floor, No. 37,
Ji-Hu Road, Taipei
City 114, Taiwan,
R.O.C.



01/01/2017-
12/31/2017
Operat
ing
lease
Market
price
Month
ly
collect
ion
Quite 2,240 norma
l
None
Union
Polymer
Int'l
Investm
ent
Corp.

Lesso
r
Office 10th Floor, No. 37,
Ji-Hu Road, Taipei
City 114, Taiwan,
R.O.C.



01/01/2017-
12/31/2017
Operat
ing
lease
Market
price
Month
ly
collect
ion
Quite 202 norma
l
None

8. Endorsement and guarantee: None.

  • II. Private placement of securities within the most recent year up to the publication date of this report: None.

  • III.Holding or disposal of Company shares within the most recent year up to the publication date of this report: None.

  • IV.Other necessary supplementary notes to be included: None.

  • V. Any event which has a material impact on shareholders' rights and interests or the Company’s securities as prescribed in Article 36, Paragraph 3, Sub-paragraph 2 of the Securities and Exchange Act, that have occurred within the most recent year up to the publication date of this report: None

294

Asia Polymer Corporation Person in charge: Wu I-Kuei