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CEC — AGM Information 2018
Jun 28, 2018
51857_rns_2018-06-28_7fa0aa39-decd-44da-92d3-5d2d27e45340.pdf
AGM Information
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Stock Code: 1535
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CHINA ECOTEK CORPORATION
HANDBOOK FOR THE 2018 ANNUAL SHAREHOLDERS’ MEETING
Liuhe Room, Kaohsiung Business Convention
Center
3F, No.5, Zhongshan 2nd Rd, Kaohsiung 80661,
Taiwan, R.O.C.
JUNE 22, 2018
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Table of contents
| I. 2018 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE...........................3 |
|---|
| II. Report Items................................................................................................................4 |
| III. Ratification and Discussion Items..............................................................................5 |
| Proposal 1: ..............................................................................................................................5 |
| To approve the 2017 Business Report and Financial Statements. ..........................................5 |
| Proposal 2: ..............................................................................................................................6 |
| To approve the proposal for distribution of 2017 profits. ......................................................6 |
| Proposal 3: ..............................................................................................................................7 |
| The Amendments to “Company Act”.....................................................................................7 |
| Proposal 4: ..............................................................................................................................8 |
| The Amendments to “Rules For Regulations Governing The Acquisition And Disposal Of |
| Assets” ................................................................................................................................... 8 |
| IV. Extraordinary Motions...............................................................................................9 |
| V. Attachments...............................................................................................................10 |
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CHINA ECOTEK CORPORATION
I. 2018 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE
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A. Call Meeting to Order
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B. Chairman’s Address
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C. Report Items
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D. Ratification and Discussion Items
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E. Extraordinary Motions
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F. Adjournment
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II. Report Items
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A. Report for the Distribution Of 2017 Compensation of Directors and Employees.
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a. According to the regulation of Article 32 of Articles of Incorporation.
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b.Director compensation: 0.6275%, NT $1,399,361
- Employee compensation: 3.1377%, NT $6,996,803.
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B. Report for the Company’s 2017 Business Operation and Financial Statements.
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a. Report of the business and operation in 2017
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b.Report of the 2017 Financial Statements.
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C. Statutory Supervisors’ Review of 2017 Audited Financial Statements.
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D. The Amendments to “Regulations Governing Procedure for Board of Directors Meetings”.
(Please refer to attachment 1)
- E. The Establishment of Ethical Corporate Management Best Practice Principles.
(Please refer to attachment 2)
- F. Other Report Items
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III. Ratification and Discussion Items
Proposal 1:
To approve the 2017 Business Report and Financial Statements.
(Proposed by the Board of Directors)
Explanatory Note:
Please refer to Attachment 3 for the business report and financial statements.
Resolution:
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Proposal 2:
To approve the proposal for distribution of 2017 profits.
(Proposed by the Board of Directors)
Explanatory Note:
Please refer to Attachment 4 for the earnings distribution plan.
Resolution:
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Proposal 3:
The Amendments to “Company Act”
(Proposed by the Board of Directors)
Explanatory Note:
Please refer to Attachment 5 for the comparison table for the amended and original provisions.
Resolution:
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Proposal 4:
The Amendments to “Rules For Regulations Governing The Acquisition And Disposal Of Assets”
(Proposed by the Board of Directors)
Explanatory Note:
Please refer to Attachment 6 for the original provisions.
Resolution:
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IV. Extraordinary Motions
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V. Attachments
Attachment 1
Comparison Table of Drafted Amendments to Regulations Governing Procedure for Board of Directors Meetings of China Ecotek Corporation
Ecotek Corporation |
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|---|---|---|---|---|
| Amendedprovisions | Originalprovisions | Explanation | ||
| Article 3 Managementdepartment is the agenda in charge of the affairs of the board of directors meeting. |
Article 3 Administration department is the agenda in charge of the affairs of the board of directors meeting. |
Amendments are made in accordance with the Organizational Charter |
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| Article 4 (omitted) A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request theManagementdepartment to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors. |
Article 4 (omitted) A director of the opinion that the pre-meeting materials provided are insufficiently comprehensive may request theAdministration department to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the board of directors. |
Amendments are made in accordance with the Organizational Charter |
||
| Article 7 The company shall submit the following items for discussion by the board of directors: 1. Corporate business plan ofthe company. 2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act,andan assessment of the effectiveness of the internal control system. |
Article 7 The company shall submit the following items for discussion by the board of directors: 1. Corporate business plan. 2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment of an internal control system. |
Amendments are made in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies |
| 4. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange 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. 5. The offering, issuance, or private placement of any equity-type securities. 6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8. Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports bySecurities Issuers. |
4. Adoption or amendment 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. 5. The offering, issuance, or private placement of any equity-type securities. 6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8. Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-relatedparty" means any |
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|---|---|---|
The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.
The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.
For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.
It shall at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it
individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.
For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.
It shall at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in
| shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meetingminutes. |
person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes. |
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| Article 12 If attendance of a director in person is not possible, they may appoint another director to attend as their proxy. A proxy under previous paragraph may accept a proxy from one person only. A director appointing another director to attend a board meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. Attendance via tele- or video-conference is deemed as attendance in person. |
Article 12 If attendance of a director in person is not possible, they may appoint another director to attend as their proxy. However, after the establishment of independent directors, if the independent director is unable to attend the board of directors specified in Article 14 of the Securities and Exchange Act, he or she must appoint another independent director to attend the matter. A proxy under previous paragraph may accept a proxy from one person only. A director appointing another director to attend a board meeting in his or her place shall in each case give to that director a written proxy stating the scope of authorization with respect to the reasons for meeting. Attendance via tele- or video-conference is deemed as attendance inperson. |
Amendments are made in accordance with the Organizational Charter |
|
| Article 13 The managerial department shall, on each board meeting, propose a written proposal which is related with authority of the board of directors of its business. Before each regular board meeting, themanagementdepartment shall consult the directors in advance for written proposals. If a director has a written |
Article 13 The managerial department shall, on each board meeting, propose a written proposal which is related with authority of the board of directors of its business. Before each regular board meeting, theadministrationdepartment shall consult the directors in advance for written proposals. If a director has a written |
Amendments are made in accordance with the Organizational Charter |
| proposal, the director shall be compiled in the agenda of the meetingof board of directors. |
proposal, the director shall be compiled in the agenda of the meetingof board of directors. |
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|---|---|---|
| Article 14 The agenda of the meeting of board of directors was formulated by themanagement department and approved by Chairman. Besides the proposal that have been fixed, there are Extraordinary Motions. If the managerial department has unexpected emergencies or reasonable explanation fails to include the proposal in the agenda, it can be proposed after it has been approved bythe chairman. |
Article 14 The agenda of the meeting of board of directors was formulated by theadministrationdepartment and approved by Chairman. Besides the proposal that have been fixed, there are Extraordinary Motions. If the managerial department has unexpected emergencies or reasonable explanation fails to include the proposal in the agenda, it can be proposed after it has been approved by the chairman. |
Amendments are made in accordance with the Organizational Charter |
| Article 27 The resolutions of the meeting of board of directors need to be released by the spokesperson. If there is a statutory statute or material information stipulated by the Taiwan Stock Exchange, themanagement department shall also transmit the content to the public information observing station within the prescribed time. It shall also apply if the independent directors have objections or reservations to their resolutions related to the provisions of Article 14-3 of the Securities Exchange Act, and there are records or written statements. |
Article 27 The resolutions of the meeting of board of directors need to be released by the spokesperson. If there is a statutory statute or material information stipulated by the Taiwan Stock Exchange, theadministrationdepartment shall also transmit the content to the public information observing station within the prescribed time. It shall also apply if the independent directors have objections or reservations to their resolutions related to the provisions of Article 14-3 of the Securities Exchange Act, and there are records or written statements. |
Amendments are made in accordance with the Organizational Charter |
Ethical Corporate Management Best Practice Principles for China Ecotek Corporation
Article 1 These Principles are adopted to assist the company to foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices in reference to the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. Article 2 When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the company or persons having substantial control over such companies ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders. Article 3 "Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded. Article 4 The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management. Article 5 The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. Article 6 Based on the business philosophy and policies mentioned in the previous article, the company has also established separate operating procedures and behavior guidelines for integrity management. shall comply with relevant laws and regulations of the territory where the companies and their business group are operating. Article 7 When establishing the prevention programs, the company shall analyze which business activities within their business scope which are possibly at a higher risk
of being involved in an unethical conduct, and strengthen the preventive measures.
The prevention programs adopted by the company shall at least include preventive measures against the following
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Offering and acceptance of bribes.
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Illegal political donations.
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Improper charitable donations or sponsorship.
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Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
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Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
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Engaging in unfair competitive practices.
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Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
Article 8 The company and their respective business group shall clearly specify in their rules for ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.
Article 9 The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.
Prior to any commercial transactions, the company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.
When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.
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Article 10 When conducting business, the company and their directors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. If it comply with relevant laws and regulations shall be excluded.
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Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and their directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
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Article 12 When making or offering donations and sponsorship, the company and their directors, supervisors, managers, employees , mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
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Article 13 The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
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Article 14 The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
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Article 15 The company shall engage in business activities in accordance with applicable competition laws and regulations, and comply with the rules of Fair Trade Act and other related competition laws.
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Article 16 In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services.
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Article 17 The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.
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To achieve sound ethical corporate management, some units within the
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company are responsible for handling the following matters. It shall supervised by auditor and report to the board of directors:
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Human Resource Management department:
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(1) Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
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(2) Promoting and coordinating awareness and educational activities with respect to ethics policy.
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Legal Office:
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(1) Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
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(2) Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures in accordance with regulations.
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(3) Formulating internal regulations of the company, such as Guidelines for the Adoption of Codes of Ethical Conduct for Board of Directors, manager and employee.
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Article 18 The company and their directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
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Article 19 The company adopted policies(such as Guidelines for the Adoption of Codes of Ethical Conduct for Board of Directors, manager and employee) for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct.
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When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.
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The company's directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
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Article 20 The company shall establish effective accounting systems and internal control systems, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems
are showing results.
The internal audit unit of a the company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.
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Article 21 The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.
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Article 22 The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:
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(1) Establishing and publishing the appeal system to allow company insiders and 。
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outsiders to submit reports.
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(2) Dedicated personnel or unit appointed to handle whistle-blowing system
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(3) Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
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(4) Confidentiality of the identity of whistle-blowers and the content of reported cases.
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(5)Measures for protecting whistle-blowers from inappropriate disciplinary 。
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actions due to their whistle-blowing.
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Article 23 The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.
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When the ethical corporate management best practice principles are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.
CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands of New Taiwan Dollars)
| ASSETS CUTTENT ASSETS Cash and cash equivalents Available-for-sale financial assets-current Notes receivable-related parties Accounts receivable Accounts receivable-related parties Amounts due from customers for construction contracts Other accounts receivable Current tax assets Inventories Non-current assets held for sale Other financial assets-current Other current assets Total current assets NONCURRENT ASSETS Available-for-sale financial assets -non-current Investments accounted for using equity method Property, plant and equipment Investment property Intangible assets Deferred income tax assets Refundable deposits Other financial assets-non-current Other non-current assets Total non-current assets TOTAL |
December 31,2017 Amount % $ 1,245,786 16 - - 6,848 - 211,618 3 1,262,565 16 1,674,248 22 27,499 - 815 - 4,989 - 212,780 3 1,516,524 20 219,372 3 6,383,044 83 150,995 2 804,397 11 168,940 2 14,715 - 9,663 - 89,183 1 24,687 1 1,553 - 764 - 1,264,897 17 $ 7,647,941 100 |
December 31,2017 Amount % $ 1,245,786 16 - - 6,848 - 211,618 3 1,262,565 16 1,674,248 22 27,499 - 815 - 4,989 - 212,780 3 1,516,524 20 219,372 3 6,383,044 83 150,995 2 804,397 11 168,940 2 14,715 - 9,663 - 89,183 1 24,687 1 1,553 - 764 - 1,264,897 17 $ 7,647,941 100 |
December 31,2016 Amount % $ 1,492,297 20 96,245 1 - - 257,126 3 467,844 6 1,399,166 19 16,064 - 3,689 - 6,505 - - - 2,149,956 29 258,075 3 6,146,967 81 198,862 3 929,067 12 175,559 3 14,715 - 10,410 - 75,572 1 8,167 - 1,552 - 4,879 - 1,418,783 19 $ 7,565,750 100 |
December 31,2016 Amount % $ 1,492,297 20 96,245 1 - - 257,126 3 467,844 6 1,399,166 19 16,064 - 3,689 - 6,505 - - - 2,149,956 29 258,075 3 6,146,967 81 198,862 3 929,067 12 175,559 3 14,715 - 10,410 - 75,572 1 8,167 - 1,552 - 4,879 - 1,418,783 19 $ 7,565,750 100 |
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties Amounts due to customers for construction contracts Other accounts payable Current income tax liabilities Provisions-current Other current liabilities Total current liabilities NONCURRENTLIABILITIES Provisions-non-current Deferred income tax liabilities Accrued pension liabilities Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
December 31,2017 Amount % $ 510,000 7 499,926 6 112,446 1 511,362 7 44,107 1 1,631,451 21 442,832 6 52,482 1 103,594 1 231,429 3 4,139,629 54 6,696 - 128,137 2 309,528 4 1,550 - 445,911 6 4,585,540 60 1,237,426 16 628,374 8 572,472 7 652,316 9 1,224,788 16 28,187) - 3,062,401 40 $ 7,647,941 100 |
December 31,2017 Amount % $ 510,000 7 499,926 6 112,446 1 511,362 7 44,107 1 1,631,451 21 442,832 6 52,482 1 103,594 1 231,429 3 4,139,629 54 6,696 - 128,137 2 309,528 4 1,550 - 445,911 6 4,585,540 60 1,237,426 16 628,374 8 572,472 7 652,316 9 1,224,788 16 28,187) - 3,062,401 40 $ 7,647,941 100 |
December 31,2016 | December 31,2016 | December 31,2016 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,245,786 - 6,848 211,618 1,262,565 1,674,248 27,499 815 4,989 212,780 1,516,524 219,372 6,383,044 150,995 804,397 168,940 14,715 9,663 89,183 24,687 1,553 764 1,264,897 $ 7,647,941 |
Amount $ 1,492,297 96,245 - 257,126 467,844 1,399,166 16,064 3,689 6,505 - 2,149,956 258,075 6,146,967 198,862 929,067 175,559 14,715 10,410 75,572 8,167 1,552 4,879 1,418,783 $ 7,565,750 |
Amount $ 510,000 499,926 112,446 511,362 44,107 1,631,451 442,832 52,482 103,594 231,429 4,139,629 6,696 128,137 309,528 1,550 445,911 4,585,540 1,237,426 628,374 572,472 652,316 1,224,788 28,187) 3,062,401 $ 7,647,941 |
Amount $ 550,000 1,399,600 - 408,906 193,236 643,766 464,095 26,301 86,218 104,776 3,876,898 12,835 155,646 312,574 1,550 482,605 4,359,503 1,237,426 628,374 547,671 713,487 1,261,158 79,289 3,206,247 $ 7,565,750 |
% | ||||||||||
( |
7 19 - 5 3 9 6 - 1 1 51 1 2 4 - 7 58 16 8 7 10 17 1 42 100 |
CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earning Per Share)
| OPERATING INCOME Sales revenue Engineering revenue Technical service revenue Total operating income OPERATING COSTS Sales cost Engineering cost Technical service cost Total operating costs GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Marketing expenses Administration expenses Research and development expenses Total operating expenses PROFIT FROM OPERATING NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Financial costs Shares of gains (losses) of associates accounted for using equity method Total |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|---|
| 2017 | % 1 96 3 100 1 90 2 93 7 - 7 - 4 - 4 3 1 - - 1) - |
2016 | ||||
| Amount $ 100,693 9,604,793 265,907 9,971,393 82,799 8,961,600 207,781 9,252,180 719,213 30,111 689,102 44,134 376,793 17,646 438,573 250,529 75,543 ( 35,966 ) ( 8,987 ) ( 37,044) ( ( 6,454) |
Amount $ 104,719 8,111,555 258,708 8,474,982 102,174 7,188,552 176,291 7,467,017 1,007,965 - 1,007,965 75,316 386,475 28,058 489,849 518,116 78,031 ( 32,014 ) ( 7,983 ) ( 155,169) ( ( 117,135) ( |
% 1 96 3 100 1 85 2 88 12 - 12 1 5 - 6 6 1 - - 2) 1) |
(carried forward)
(brought forward)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for using equity method Income tax benefit (expense) relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized gains (losses) on available-for-sale financial assets Cash flow hedge Share of other comprehensive income of associates accounted for using equity method |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|
| 2017 | 2016 | ||||
| Amount % $ 400,981 5 152,969 2 248,012 3 ( 78,604 ) ( 1 ) ( 2,907 ) - 13,363 - ( 117,509 ) ( 1 ) 24,004 - ( 42,928 ) - 10,873 - |
(carried forward)
(brought forward)
| Income tax expense relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO OWNERS OF THE CORPORATION TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO OWNERS OF THE CORPORATION EARNINGS PER SHARE Basic Diluted |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|---|---|---|
| 2017 | % - ( 1 ) 1 |
2016 | ||||||
| Amount $ 8,368 ( 107,913 ) $ 78,891 $ 186,804 $ 78,891 $ 1.51 1.51 |
Amount $ 29,132 ( 164,576 ) $ 83,436 $ 248,012 $ 83,436 $ 2.00 2.00 |
% - ( 2) 1 |
||||||
CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Cash dividends to ordinary shareholders - 30% Net profit for the year ended December 31, 2016 Other comprehensive income for the year ended December 31, 2016, net of income tax Total comprehensive income for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 Appropriation of 2016 earnings Legal reserve Cash dividends to ordinary shareholders - 18% Net profit for the year ended December 31, 2017 Other comprehensive income for the year ended December 31, 2017, net of income tax Total comprehensive income for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 |
Common shares Shares In thousands Amount 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 |
Common shares Shares In thousands Amount 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 |
Capital Surplus 628,374 - - - - - - $ 628,374 - - - - - - $ 628,374 |
Retained Earnings | Retained Earnings | Retained Earnings | Total 1,452,522 - 371,228) 371,228) 248,012 68,148) 179,864 $ 1,261,158 - 222,737) 222,737) 186,804 437) 186,367 $ 1,224,788 |
Other Equity | Other Equity | Total Equity | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations 37,794 - - - - ( 97,897) ( 97,897) ($ 60,103 ) - - - - ( 49,554) ( 49,554) ($ 109,657 ) |
Unrealized Gains and Losses on Available-for-sale Financial Assets 131,001 - - - - 37,099 37,099 $ 168,100 - - - - ( 62,187) ( 62,187) $ 105,913 |
Total Other Equity 175,717 - - - - 96,428) 96,428) $ 79,289 - - - - 107,476) 107,476) $ 28,187 ) |
|||||||||||||
| Shares In thousands 123,743 - - - - - - 123,743 - - - - - - 123,743 |
Legal Reserve 496,779 50,892 - 50,892 - - - $ 547,671 24,801 - 24,801 - - - $ 572,472 |
Unappropriated Earnings 955,743 ( 50,892 ) ( 371,228) ( 422,120) 248,012 ( 68,148) 179,864 $ 713,487 ( 24,801 ) ( 222,737) ( 247,538) 186,804 ( 437) 186,367 $ 652,316 |
|||||||||||||
( ( ( ( |
( ( ( |
( ( |
( ( ( |
3,494,039 - 371,228) 371,228) 248,012 164,576) 83,436 $ 3,206,247 - 222,737) 222,737) 186,804 107,913) 78,891 $ 3,062,401 |
|||||||||||
| ( ( ( ( |
( ( ( |
( ( ( |
( ( |
( |
( ( ( |
( ( ( |
CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| CONSOLIDATED STATEMENTS OF CASH (In Thousands of New Taiwan Dollars) |
FLOWS | FLOWS |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Allowance (reversal) for doubtful accounts Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates Net gains on disposal of investments Impairment loss of financial assets Unrealized gross profit Recognition of provisions Recognition of Unrealized construction Losses Others Changes in operating assets and liabilities Financial instruments held for trading Notes receivable - related parties Accounts receivable Accounts receivable - related parties Amounts due from customers for construction contracts Other receivables Inventories Other current assets Notes payable Accounts payable Accounts payable - related parties Amounts due to customers for construction contracts Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations |
For the Year Ended December 31 | |
| 2017 $ 244,075 19,226 7,676 ( 2,837 ) - 8,987 ( 59,858 ) ( 14,655 ) 37,044 ( 57,746 ) 20,000 30,111 21,809 208,075 ( 12 ) - ( 6,848 ) 45,508 ( 791,813 ) ( 483,157 ) ( 16,317 ) 1,516 78,943 112,446 102,456 ( 149,129 ) 987,685 ( 21,396 ) ( 10,572 ) 124,880 458 436,555 |
2016 | |
| $ 400,981 18,937 8,399 1,903 ( 2,485 ) 7,983 ( 48,236 ) ( 15,590 ) 155,169 ( 444 ) - - 21,448 155,205 16 21,394 20,629 ( 20,960 ) 98,569 ( 791,679 ) 1,303 128 173,697 ( 1,794 ) ( 2,004 ) 130,427 ( 500,897 ) ( 62,675 ) ( 12,781 ) ( 217 ) 167 ( 243,407 ) |
(carried forward)
(brought forward)
| Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Decrease in other noncurrent assets Interest received Dividends received from others Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term bills payable Decrease in short-term bills payable Increase in guarantee deposits Decrease in guarantee deposits Dividends paid to owners of the Corporation Interest paid Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2016 | |||
| ($ 108,216) ( 351,623) ( 8,793 ) 658 ( 120,000 ) ( 13,602 ) 462 - 27,648 ( 8,733 ) ( 507,212 ) - 1,484 45,199 15,590 122,699 ( 444,600) 423,836 - 1,000,000 - - ( 2,782 ) ( 371,228 ) ( 8,210) 1,041,616 ($ 88,721) |
(carried forward)
(brought forward)
| NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2017 ( 246,511 ) 1,492,297 $ 1,245,786 |
2016 | ||
| 156,672 1,335,625 $ 1,492,297 |
CHINA ECOTEK CORPORATION
STANDALONE BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CUTTENT ASSETS Cash and cash equivalents Available-for-sale financial assets-current Accounts receivable Accounts receivable-related parties Amounts due from customers for construction contracts Other accounts receivable Inventories Other financial assets-current Other current assets Total current assets NONCURRENT ASSETS Available-for-sale financial assets -non-current Investments accounted for using equity method Property, plant and equipment Investment property Intangible assets Deferred income tax assets Refundable deposits Other financial assets-non-current Other non-current assets Total non-current assets TOTAL |
December 31,2017 Amount % $ 924,604 13 - - 101,460 1 1,254,899 17 1,359,088 18 20,118 - 4,989 - 1,110,231 15 126,958 2 4,902,347 66 150,995 2 2,117,548 29 166,195 2 14,715 - 9,652 - 89,171 1 23,209 - 1,553 - 764 - 2,573,802 34 $ 7,476,149 100 |
December 31,2017 Amount % $ 924,604 13 - - 101,460 1 1,254,899 17 1,359,088 18 20,118 - 4,989 - 1,110,231 15 126,958 2 4,902,347 66 150,995 2 2,117,548 29 166,195 2 14,715 - 9,652 - 89,171 1 23,209 - 1,553 - 764 - 2,573,802 34 $ 7,476,149 100 |
December 31,2016 Amount % $ 1,084,067 15 96,245 1 253,845 4 388,771 5 1,355,500 19 3,985 - 5,208 - 1,424,535 20 156,433 2 4,768,589 66 198,862 3 2,020,242 28 175,480 2 14,715 - 10,200 - 75,564 1 7,213 - 1,552 - 1,664 - 2,505,492 34 $ 7,274,081 100 |
December 31,2016 Amount % $ 1,084,067 15 96,245 1 253,845 4 388,771 5 1,355,500 19 3,985 - 5,208 - 1,424,535 20 156,433 2 4,768,589 66 198,862 3 2,020,242 28 175,480 2 14,715 - 10,200 - 75,564 1 7,213 - 1,552 - 1,664 - 2,505,492 34 $ 7,274,081 100 |
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties Amounts due to customers for construction contracts Other accounts payable Current income tax liabilities Provisions-current Other current liabilities Total current liabilities NONCURRENTLIABILITIES Provisions-non-current Deferred income tax liabilities Accrued pension liabilities Guarantee deposits Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL |
December 31,2017 Amount % $ 510,000 7 499,926 7 112,446 1 428,783 6 39,753 1 1,586,475 21 440,301 6 25,838 - 103,594 1 220,701 3 3,967,817 53 6,696 - 128,137 2 309,528 4 20 - 1,550 - 445,931 6 4,413,748 59 1,237,426 17 628,374 8 572,472 7 652,316 9 1,224,788 16 28,187) - 3,062,401 41 $ 7,476,149 100 |
December 31,2017 Amount % $ 510,000 7 499,926 7 112,446 1 428,783 6 39,753 1 1,586,475 21 440,301 6 25,838 - 103,594 1 220,701 3 3,967,817 53 6,696 - 128,137 2 309,528 4 20 - 1,550 - 445,931 6 4,413,748 59 1,237,426 17 628,374 8 572,472 7 652,316 9 1,224,788 16 28,187) - 3,062,401 41 $ 7,476,149 100 |
December 31,2016 | December 31,2016 | December 31,2016 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 924,604 - 101,460 1,254,899 1,359,088 20,118 4,989 1,110,231 126,958 4,902,347 150,995 2,117,548 166,195 14,715 9,652 89,171 23,209 1,553 764 2,573,802 $ 7,476,149 |
Amount $ 1,084,067 96,245 253,845 388,771 1,355,500 3,985 5,208 1,424,535 156,433 4,768,589 198,862 2,020,242 175,480 14,715 10,200 75,564 7,213 1,552 1,664 2,505,492 $ 7,274,081 |
Amount $ 510,000 499,926 112,446 428,783 39,753 1,586,475 440,301 25,838 103,594 220,701 3,967,817 6,696 128,137 309,528 20 1,550 445,931 4,413,748 1,237,426 628,374 572,472 652,316 1,224,788 28,187) 3,062,401 $ 7,476,149 |
Amount $ 550,000 1,399,600 - 338,762 178,662 450,222 462,142 18,580 86,218 101,023 3,585,209 12,835 155,646 312,574 20 1,550 482,625 4,067,834 1,237,426 628,374 547,671 713,487 1,261,158 79,289 3,206,247 $ 7,274,081 |
% | ||||||||||
( |
8 19 - 5 3 6 6 - 1 1 49 - 2 5 - - 7 56 17 9 7 10 17 1 44 100 |
CHINA ECOTEK CORPORATION
STANDALONE STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earning Per Share)
| OPERATING INCOME Sales revenue Engineering revenue Technical service revenue Total operating income OPERATING COSTS Sales cost Engineering cost Technical service cost Total operating costs GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Marketing expenses Administration expenses Research and development expenses Total operating expenses PROFIT FROM OPERATING NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Financial costs Shares of gains (losses) of associates accounted for using equity method Total (carried forward) |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|---|---|
| 2017 | % 1 96 3 100 1 90 2 93 7 1 6 1 4 - 5 1 - - - 1 1 |
2016 | |||||
| Amount $ 99,422 7,893,406 265,907 8,258,735 81,509 7,407,507 207,781 7,696,797 561,938 30,111 531,827 44,134 354,410 17,646 416,190 115,637 39,717 ( 10,070 ) ( 8,987 ) 78,299 98,959 |
Amount % $ 104,719 1 6,937,916 95 258,708 4 7,301,343 100 102,174 1 6,121,444 84 176,291 3 6,399,909 88 901,434 12 - - 901,434 12 75,316 1 363,307 5 28,058 - 466,681 6 434,753 6 50,492 1 ( 31,748 ) ( 1 ) ( 7,938 ) - ( 110,020) ( 2) ( 99,214) ( 2) |
||||||
(brought forward)
| PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for using equity method Income tax benefit (expense) relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Unrealized gains (losses) on available-for-sale financial assets Cash flow hedge Share of other comprehensive income of associates accounted for using equity method |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | ||
|---|---|---|---|---|---|
| 2017 | 2016 | ||||
| Amount % $ 335,539 4 87,527 1 248,012 3 ( 78,604) ( 1 ) ( 2,907 ) - 13,363 - 24,004 - ( 42,928) - ( 106,636) ( 1 ) |
(carried forward)
(brought forward)
| Income tax expense relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | % - 1 ) 1 |
2016 | ||||||||
| Amount $ 8,368 ( 107,913 ) $ 78,891 $ 1.51 1.51 |
( |
Amount $ 29,132 ( 164,576 ) $ 83,436 $ 2.00 2.00 |
( |
% - 2) 1 |
||||||
CHINA ECOTEK CORPORATION
STANDALONE STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2016 Appropriation of 2015 earnings Legal reserve Cash dividends to ordinary shareholders - 30% Net profit for the year ended December 31, 2016 Other comprehensive income for the year ended December 31, 2016, net of income tax Total comprehensive income for the year ended December 31, 2016 BALANCE AT DECEMBER 31, 2016 Appropriation of 2016 earnings Legal reserve Cash dividends to ordinary shareholders - 18% Net profit for the year ended December 31, 2017 Other comprehensive income for the year ended December 31, 2017, net of income tax Total comprehensive income for the year ended December 31, 2017 BALANCE AT DECEMBER 31, 2017 |
Common shares Shares In thousands Amount 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 |
Common shares Shares In thousands Amount 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426 |
Capital Surplus 628,374 - - - - - - $ 628,374 - - - - - - $ 628,374 |
Retained Earnings | Retained Earnings | Retained Earnings | Total 1,452,522 - 371,228) 371,228) 248,012 68,148) 179,864 $ 1,261,158 - 222,737) 222,737) 186,804 437) 186,367 $ 1,224,788 |
Other Equity | Other Equity | Total Equity | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations 37,794 - - - - ( 97,897) ( 97,897) ($ 60,103 ) - - - - ( 49,554) ( 49,554) ($ 109,657 ) |
Unrealized Gains and Losses on Available-for-sale Financial Assets 131,001 - - - - 37,099 37,099 $ 168,100 - - - - ( 62,187) ( 62,187) $ 105,913 |
Total Other Equity 175,717 - - - - 96,428) 96,428) $ 79,289 - - - - 107,476) 107,476) $ 28,187 ) |
|||||||||||||
| Shares In thousands 123,743 - - - - - - 123,743 - - - - - - 123,743 |
Legal Reserve 496,779 50,892 - 50,892 - - - $ 547,671 24,801 - 24,801 - - - $ 572,472 |
Unappropriated Earnings 955,743 ( 50,892 ) ( 371,228) ( 422,120) 248,012 ( 68,148) 179,864 $ 713,487 ( 24,801 ) ( 222,737) ( 247,538) 186,804 ( 437) 186,367 $ 652,316 |
|||||||||||||
( ( ( ( |
( ( ( |
( ( |
( ( ( |
3,494,039 - 371,228) 371,228) 248,012 164,576) 83,436 $ 3,206,247 - 222,737) 222,737) 186,804 107,913) 78,891 $ 3,062,401 |
|||||||||||
| ( ( ( ( |
( ( ( |
( ( ( |
( ( |
( |
( ( ( |
( ( ( |
CHINA ECOTEK CORPORATION
STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | ||
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Net loss (gain) on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates Net gains on disposal of investments Impairment loss of financial assets Unrealized gross profit Recognition of provisions Recognition of Unrealized construction Losses Others Changes in operating assets and liabilities Financial instruments held for trading Accounts receivable Accounts receivable - related parties Amounts due from customers for construction contracts Other receivables Inventories Other current assets Notes payable Accounts payable Accounts payable - related parties Amounts due to customers for construction contracts Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations |
For the Year Ended December 31 | |
| 2017 $ 214,596 18,862 7,477 - 8,987 ( 24,216 ) ( 14,655 ) ( 78,299 ) ( 57,746 ) 20,000 30,111 21,809 208,075 ( 12 ) - 152,385 ( 866,128 ) ( 211,663 ) ( 16,318 ) 219 69,700 112,446 90,021 ( 138,909 ) 1,136,253 ( 21,938 ) ( 10,572 ) 117,629 458 768,572 |
2016 | |
| $ 335,539 18,711 7,607 ( 2,485 ) 7,938 ( 22,083 ) ( 15,590 ) 110,020 ( 444 ) - - 21,448 155,205 - 21,394 ( 26,374 ) 138,187 ( 1,053,618 ) 1,304 22 ( 65,566 ) ( 1,794 ) 17,564 113,898 ( 608,057 ) ( 60,595 ) ( 12,781 ) 71 167 ( 920,312 ) |
(carried forward)
(brought forward)
| (brought forward) | |||
|---|---|---|---|
| Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Decrease in other financial assets Decrease in other noncurrent assets Interest received Dividends received from others Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term bills payable Decrease in short-term bills payable Increase in guarantee deposits Decrease in guarantee deposits Dividends paid to owners of the Corporation Interest paid Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
For the Year Ended | December 31 | |
| 2016 | |||
| ($ 86,141) (1,006,453) ( 8,793 ) 658 ( 120,000 ) ( 13,602 ) 453 - 27,632 ( 8,733 ) ( 204,157 ) - 1,484 24,494 15,590 123,740 ( 161,234) 450,000 - 1,000,000 - - ( 2,584 ) ( 371,228 ) ( 8,139) 1,068,049 ( $ 99,638 ) 1,183,705 $ 1,084,067 |
China Ecotek Corporation
Business Report for the Year of 2017
I. Operation Policy
The Company's Operation Policy for the Year of 2017 is to promote the Company's competitive advantages in terms of 4 aspects, such as "Circular Economy," "Technological Deepening," "Human Resource Enhancement," and "Strategic Alliance," and to strengthen the Company's financial health and execution capabilities via organizational re-engineering, so that the Company can continue to promote the Southbound Policy.
1. Circular Economy:
Actively expand utilization of renewable water, green energy and organic sludge resources, and develop innovative business models that integrate engineering and production.
- Technological Deepening:
Refine the core technology of electromechanical engineering, water treatment, air pollution prevention and biotechnology facilities to enhance competitiveness.
- Human Resource Enhancement:
Strengthen the recruitment and training of corporate talents to inherit and handle large-scale projects in light of technological deepening and the need to maintain and expand overseas markets.
- Strategic Alliance:
Establish strategic alliances with world-renowned corporations to jointly develop markets and introduce core technologies.
II. Implementation of the Operation Policy
The Company upholds the business philosophy of “Excellence, Technology, Integrity, and Quality” to continuously improve its internal management processes, strengthen its technical capabilities and increase customer satisfaction.
In the year of 2017, in response to the government policies on promotion of safe energy, green economy and sustainable environment, the Company acquired
the business to install the 80MW solar photovoltaic (PV) system for the Business Group and reached the target of building the 30MW solar photovoltaic system in December of 2017 to successfully deliver the Business Group's task. Meanwhile, the Company also successfully completed major tasks such as the No. 3 blast furnace (BF) Overhaul and Fire-Resistant Turnkey Projects for China Steel Corporation. In terms of overseas projects, the Company’s Southbound Plan also reaped in much success. It acquired the exhaust gas desulphurization and denitrification project for Ha Tinh steelmaking plant of Formosa Plastics, the electromechanical installation project for the production line in Vietnam Plant of Donghe Steel, and 400,000-ton polyester fiber construction turnkey project in FAR EASTERN TEXTILE’s Chemical Fiber Plant. All these projects have laid the foundation for its follow-up entry and development in the Vietnamese market. Looking forward to the next year, the Company will strive to attain China Steel Corporation’s projects on first and second-tier coking plant renewal and environmental protection and improvement, and will continue to expand the scale of organization and business of its Vietnamese subsidiaries in order to get a niche in the local market and actively strive for the projects on establishment of factories as well as air pollution control and wastewater treatment facilities for the textile and steel industries to enhance our core competitiveness.
III. Business Implementation Results
The positioning of target market for The Company covers a variety of engineering fields, such as environmental protection engineering, mechanical and electrical engineering, biotechnology construction, electrical and mechanical maintenance and recycling and advanced water purification. The works that had been implemented in 2017 are set out as follows:
-
Environmental Protection Projects: SanYing Water Resources Recycling Center construction project in New Taipei City, Qiaotou Wastewater Treatment Plant construction project in Gangshan of Kaohsiung City, Fongshan River Reclaimed Water Steel Plant inner-section mainline and domestic water pipe network installation project, finished product warehouse and the solar power system installation project on Ziqiang Road of the north district for China Steel Corporation, and the solar power system installation project for the third cold rolling mill of China Steel Corporation. These projects cost about NT$2.246 billion, accounting for 22.52% of the total revenue.
-
Mechanical and Electrical Engineering: equipment installation and civil
engineering for coke ovens in Vietnam's Ha Tinh Steel Plant, 400,000-ton polyester fiber construction turnkey project for Far Eastern Textile’s fiber plant in Vietnam, renovation and expansion project for the coal delivery system in Linkou power plant, Kinmen’s project on water diversion (water delivery pipelining) from mainland China, the wind-proof and dust-proof efficiency improvement project and the transfer process addition and modification project for Dragon Steel Corporation’s raw material storage yard, China Steel Corporation's No.2 sintering desulfurization and denitrification project, China Steel Corporation’s No.2 blast furnace (BF) overhaul and system engineering in district No. 3400. These projects cost about NT$5.161 billion, accounting for 51.75% of the total revenue.
- Agency Operations and Maintenance of Electrical and Mechanical Engineering Works and Others: including mechanical and electrical maintenance projects for China Steel Corporation and Dragon Steel Corporation, agency operations for water purification plants for water from Cheng Ching Lake and Kinmen’s Tai Lake, and so on. These projects cost about NT$2.564 billion, accounting for 25.73% of the total revenue.
IV. Comparison of the Profits earned in 2016 and 2017
Unit: NT$1,000
| Year Business Items |
Year: 2017 | Year: 2016 | Increased (Decreased) Amount |
Change Rate (%) |
|---|---|---|---|---|
| Operating Income | 9,971,393 | 8,474,982 | 1,496,411 | 17.66% |
| Operating Cost | 9,252,180 | 7,467,017 | 1,785,163 | 23.91% |
| Unrealized Sales Benefits |
30,111 | 0 | 30,111 | 100% |
| Operating Margin | 689,102 |
1,007,965 | -318,863 | -31.63% |
| Operating Expenses |
438,573 | 489,849 | -51,276 | -10.47% |
| Net Profit | 250,529 | 518,116 | -267,587 | -51.65% |
| Net Non-Operating Income |
-6,454 | -117,135 | 110,681 | 94.49% |
| Pre-Tax Net Profit |
244,075 | 400,981 | -156,906 | -39.13% |
|---|---|---|---|---|
| Income Tax Expense |
57,271 | 152,969 | -95,698 | -62.56% |
| Combined Net Profit in Total |
186,804 | 248,012 | -61,208 | -24.68% |
-
In 2017, the operating income increased by NT$1,496,411,000 compared with that in 2016, which mainly came from the new projects that entered the construction phase one after another. The operating cost was recognized based on the construction completion ratio during the construction period. As the competition for bidding of the public facilities construction was fierce, the gross profit margin dropped by about 5% compared with that in 2016. In the future, the Company will adjust the strategy on acceptance of the amount of orders.
-
In 2017, non-operating income and expenses increased by NT$110,681,000 compared with that in 2016, which was mainly caused by the fact that the losses incurred by affiliated companies recognized by the equity method decreased by NT$118,125,000 compared with that in 2016.
-
In summary, the pre-tax net profit for 2017 decreased by NT$156,906,000 compared with that for 2016, and the total combined net profit for 2017 decreased by NT$61,208,000 compared with that for 2016.
V. Current Status of Research and Development (R&D)
In 2017, the focus was put on the lack of land resources and the idea of circular economy. In terms of water resources R&D, in line with the government's policy on promoting the recycling and reuse of water resources, the Company had continued to refine relevant technologies for water resource recovery, such as the denitrification technology and the bio-film processing technology, in hope that the Company can meet the requirements of being economical with the processing cost and maintain the long-term stable operation of the system. Owing to the fact that the country is small and densely populated, the government has actively increased in the sewage takeover rate. As a result, the sewage treatment capacity has been increasing year by year. Sludge reduction and removal have yet remained to be resolved. As such, the Company has been devoted to development of the sludge drying and reuse technology. In the aspect
of research and development of air pollution prevention and control technologies, the Company has continued on development of technologies for sustainable development, low energy consumption, and reduction of PM2.5 particles, as well as the honeycomb catalyst technology for denitrification at mid-low temperatures, and the volatile organic waste gas catalysis technology. Regarding the research and development of water treatment auxiliaries, in order to improve water usage efficiency in steel mills, the Company has continuously refined the efficacy and efficiency of potions for recycling and cooling water in steel plants and power plants to increase its market share. As the public are concerned about pollution, the government has adjusted the national energy policy, where use of green energy and renewable energy will increase year by year. The Company has successfully developed the technology for application of the rooftop photovoltaic system and continued to promote it, hoping that the Company will move forward and become a company that provides all-round engineering services concerning environmental protection in the future.
Attachment 4
CHINA ECOTEK CORPORATION
Profit Allocation Proposal
December 31, 2017
| Undistributed earnings from January 1,2017 Adjust Retained Earnings for Investments accounted for Using Equity Method Actuarial gain or loss on defined benefit retirement plan recorded as Retained Earnings Subtotal of Undistributed earnings Add: After-tax earnings of 2017 (A) Deduct: Legal reserve = (A) *10% Special reserve Retained Earnings Available for Distribution as of December 31, 2017 Distribution Items: Dividends for common shares Undistributed earnings |
NT$ 465,948,903 (3,345,484) 2,908,417 |
|---|---|
| 465,511,836 186,803,620 (18,680,362) (28,187,196) |
|
| NT$605,447,898 (154,678,190) |
|
| NT$ 450,769,708 |
Comparison Table of Drafted Amendments to “Company Act” of China Ecotek Corporation
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| Article 2 The business scope of the company is as bellows: 1. C802120 Industrial Catalyst Manufacturing 2. C901060 Refractory Materials Manufacturing 3. CA01020 Iron and Steel Rolls over Extends and Crowding 4. CA01030 Iron and Steel Casting 5. CA01050 Iron and Steel Rolling, Drawing, and Extruding 6. CA01120 Copper Casting 7. CA01990 Other Non-ferrous Metal Basic Industries 8. CA02010 Metal Architectural Components Manufacturing 9. CA02050 Metal Valves Manufacturing 10. CA02060 Metal Containers Manufacturing 11. CA02090 Metal line Products Manufacturing 12. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified 13. CA03010 Metal Heat Treating 14. CA04010 Metal Surface Treating 15. CB01010 Machinery and Equipment Manufacturing 16. CB01030 Pollution Controlling Equipment Manufacturing 17. CC01040 Lighting Facilities Manufacturing 18. CB01990 Other Machinery Manufacturing Not Elsewhere Classified 19. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 20. CC01990 Electrical Machinery, Supplies Manufacturing |
Article 2 The business scope of the company is as bellows: 1. Planning, Design, Manufacturing, Construction/Installation, Maintenance of Environmental Protection Engineering (Water Treatment、Air pollution prevention、Noise control、Waste Treatment、 Incineration) equipment 2. Planning, Design, Manufacturing, Construction/Installation, Maintenance and operation Co-Generation Plant engineering and related equipment planning 3. Steel Industry (Iron Making, Steel Making, Rolling): Planning, Design, Manufacturing, Construction/Installation, Maintenance and operation. 4. Planning, Design, Manufacturing, Construction/Installation, Maintenance of Railway and MRT system compartments 5. Planning, Design, Manufacturing, Construction/Installation, Maintenance of Instrument Engineering and Electrical installation engineering 6. Planning, Design, Manufacturing, Construction/Installation, Maintenance of Environmental Protection and Co-Generation Plant engineering 7. Maintenance of Waste cleaning and Waste cleaning equipment 8. Recycling and trading of previous item 9. Planning, Design, Manufacturing, Construction/Installation, Maintenance of water treatment system 10. Supervising and examining of Environmental Protection 11. Examining, detecting and analyzing of Environmental pollution |
Add items of Business Registration Code and delete item 1 to 21. |
1
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| 21. CD01010 Ship and Parts Manufacturing 22. CD01020 Tramway Cars Manufacturing 23. CD01030 Automobiles and Parts Manufacturing 24. CE01010 Precision Instruments Manufacturing 25. D101050 Steam and Electricity Paragenesis 26. D101060 self-usage power generation equipment utilizing renewable energy industry 27. D301010 Water Supply 28. D601011 Reclaimed Water Operators 29. E101011 Synthesis Construction 30. E102011 Civil Engineering Construction 31. E103011 Steel Construction 32. E103021 Keeps off the Earth Strut & Earth Work Construction 33. E103031 Foundation Engineering Construction 34. E103041 Construction tower hoisting & Pattern Plate Project Construction 35. E103051 Mixes the Concrete Project in Advance Construction 36. E103061 Builds the Drilling Project Construction 37. E103071 Underground Utilities Project Construction 38. E103081 Valance curtain wall project Construction 39. E103091 Garden, Landscape Project Construction 40. E103101 Environmental Protection Construction 41. E103111 Waterproof Project Construction 42. E401010 Dredge Engineering |
12. Evaluation of environmental impact 13. Design, Installation and maintenance of Automatic fire extinguishing equipment 14. Engineering and trading of Waterproof Materials 15. Non-destruction examine business 16. Trading and leasing of Engineering equipment and instrument 17. Manufacturing, Installation and trading of transport vehicles tanks for various types of oil storage, gas storage, water storage, and chemical 18. Manufacturing, Installation and trading of various types of exhaust fan 19. Manufacturing, cutting and trading of various steel framework and metal tube. 20. Manufacturing, Installation, trading and maintenance of various pump, gate and motor. 21. Flat iron cutting processing, pedals, round iron, wire, iron and steel processing and manufacturing 22. E401010 Dredge Engineering 23. E599010 Pipe Lines Construction 24. F213100 Retail Sale of Pollution Controlling Equipments 25. F113100 Wholesale of Pollution Controlling Equipments 26. CB01030 Pollution Controlling Equipment Manufacturing 27. E501011 Water Pipe Construction 28. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval 29. E103101 Environmental Protection Construction 30. E103111 Waterproof Project Construction |
2
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| 43. E402010 Ballast and Mud Construction on Sea 44. E501011 Water Pipe Construction 45. E502010 Fuel Pipe Construction 46. E503011 User's Drainage Facility Installation Contractor of Sewer System 47. E599010 Pipe Lines Construction 48. E601010 Electric Appliance Construction 49. E601020 Electric Appliance Installation 50. E602011 Frozen and Air-conditioning Engineering 51. E603010 Cables Construction 52. E603020 Elevator Construction 53. E603040 Fire Fighting Equipments Construction 54. E603050 Cybernation Equipments Construction 55. E603080 Traffic Signals Construction 56. E603090 Illumination Equipments Construction 57. E603100 Electric Welding Construction 58. E603110 Quench Construction 59. E603120 Sand Spurting Construction 60. E603130 Gas Water Heater Installation 61. E604010 Machinery Installation Construction 62. E605010 Computing Equipments Installation Construction 63. E606010 Electricity Equipments Checking and Maintenance 64. E607010 Solar Heat Energy Equipments Installation Construction 65. E701020 Channel KU and C of Satellite TV Equipments |
3
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| and Materials Construction 66. E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction 67. E701040 Basic Telecommunications Equipment Construction 68. E801010 Building Maintenance and Upholstery 69. E801020 Doors and Windows Construction 70. E801030 Interior Light Rigid Frame Construction 71. E801040 Glass Construction 72. E801060 Interior Decoration Construction and Repairing 73. E801070 Kitchen and Bath Facilities Construction 74. E901010 Painting Construction 75. E903010 Eroding and Rusting Construction 76. EZ02010 Derrick Construction 77. EZ03010 Furnace Installation Construction 78. EZ05010 Apparatus Installation Construction 79. EZ06010 Traffic Labels Construction 80. EZ07010 Drilling Construction 81. EZ09010 Static Electricity Protecting and Clearing Construction 82. EZ14010 Sports Ground Equipments Construction 83. EZ15010 Warming and Cooling Maintainance Construction 84. EZ99990 Other Construction 85. F106010 Wholesale of Ironware 86. F106040 Wholesale of Water Containers 87. F107010 Wholesale of Paints, Varnishes and Lacquers |
4
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| 88. F107050 Wholesale of Manure 89. F107080 Wholesale of Environment Medicines 90. F107090 Wholesale of Industrial Explosives 91. F107170 Wholesale of Industrial Catalyst 92. F107200 Wholesale of Chemistry Raw Material 93. F107990 Wholesale of Other Chemical Products 94. F113010 Wholesale of Machinery 95. F113020 Wholesale of Household Appliance 96. F113030 Wholesale of Precision Instruments 97. F113050 Wholesale of Computing and Business Machinery Equipment 98. F113060 Wholesale of Metrological Instruments 99. F113070 Wholesale of Telecom Instruments 100. F113090 Wholesale of Traffic Signal Equipments and Materials 101. F113100 Wholesale of Pollution Controlling Equipments 102. F113110 Wholesale of Batteries 103. F113990 Wholesale of Other Machinery and Equipment 104. F118010 Wholesale of Computer Software 105. F120010 Wholesale of Refractory Materials 106. F207010 Retail Sale of Paints, Varnishes and Lacquers 107. F207020 Retail Sale of Dyeing Mills and Dyestuff 108. F207080 Retail Sale of Environment Medicine 109. F207170 Retail Sale of Industrial Catalyst 110. F207200 Retail sale of Chemistry Raw Material 111. F207990 Retail Sale of Other Chemical Products |
5
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| 112. F213010 Retail Sale of Household Appliance 113. F213040 Retail Sale of Precision Instruments 114. F213050 Retail Sale of Metrological Instruments 115. F213060 Retail Sale of Telecom Instruments 116. F213080 Retail Sale of Machinery and Equipment 117. F213090 Retail Sale of Traffic Signal Equipments and Materials 118. F213100 Retail Sale of Pollution Controlling Equipments 119. F213990 Retail Sale of Other Machinery and Equipment 120. F214080 Retail Sale of Tramway Cars and Parts 121. F217010 Retail Sale of Fire Fighting Equipments 122. F218010 Retail Sale of Computer Software 123. F219010 Retail Sale of Electronic Materials 124. F220010 Retail Sale of Refractory Materials 125. F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified 126. F399040 Retail Business Without Shop 127. F401010 International Trade 128. H201010 Investment 129. H701050 Public Works Construction and Investment 130. I101061 Engineering Consultancy 131. I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy 132. I101090 Food Consultancy 133. I101110 Textile Industry Consultancy 134. I102010 Investment Consultancy |
6
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| 135. I103060 Management Consulting Services 136. I199990 Other Consultancy 137. I301010 Software Design Services 138. I301020 Data Processing Services 139. I301030 Digital Information Supply Services 140. I501010 Product Designing 141. I503010 Landscape and Interior Designing 142. I599990 Other Designing 143. IF04010 Harmless Checking Services 144. IG01010 Biotechnology Services 145. IG02010 Research Development Service 146. IG03010 Energy Technical Services 147. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified 148. J101030 Waste Disposing 149. J101040 Waste Disposing 150. J101050 Sanitary and Pollution Controlling Services 151. J101060 Wastewater (Sewage) Treatment 152. J101070 Radwaste Disposing Service 153. J101080 Waste Recycling 154. J101090 Waste Collecting and Disposing 155. J101990 Other Environmental Protection Construction 156. JB01010 Exhibition Services 157. JE01010 Rental and Leasing Business 158. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to |
7
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| special approval |
8
Comparison Table of Drafted Amendments to Rules For Regulations Governing The Acquisition And
Disposal Of Assets” of China Ecotek Corporation
| Amended provisions | Original provisions | Explanation |
|---|---|---|
| Article 8: Procedures for Acquisition or Disposal of Real Estate or Equipment (The first and third paragraph remain unchanged) 2. Determination procedures for the Transaction Terms and Authorization Limit (1) For real estate acquisition, reference shall be made to the announced current value, the assessed current value, the actual trading price for real estate in the neighborhood, etc., to determine the trading terms and trading prices, as well as using it as analysis reports. For equipment acquisition, one of the methods of price inquiry, price comparison, price negotiation or open bidding shall be adopted. Real estate and equipment have been incorporated into the capital expenditure budget and authorized to be approved by the General Manager. If the real estate and equipment are not originally included in the capital expenditure budget and the amount is greater than NT$20 million, they should still be submitted to the Board of Director for approval before acquisition or disposal. If the amount does not exceed NT$20 million, the board chairman is authorized to approve and process. (2) The “assets depletion form” is filled in by the safekeeping unit duringassets disposal. Those that have reached their durable |
Article 8: Procedures for Acquisition or Disposal of Real Estate or Equipment (The first and third paragraph remain unchanged) 2. Determination procedures for the Transaction Terms and Authorization Limit (1) For real estate acquisition, reference shall be made to the announced current value, the assessed current value, the actual trading price for real estate in the neighborhood, etc., to determine the trading terms and trading prices, as well as using it as analysis reports. For equipment acquisition, one of the methods of price inquiry, price comparison, price negotiation or open bidding shall be adopted. Real estate and equipment have been incorporated into the capital expenditure budget and authorized to be approved by the General Manager. If the real estate and equipment are not originally included in the capital expenditure budget and the amount is greater than NT$20 million, they should still be submitted to the Board of Director for approval before acquisition or disposal. If the amount does not exceed NT$20 million, the board chairman is authorized to approve and process. (2) The “assets depletion form” is filled in by the safekeeping unit duringassets disposal. Those that have reached their durable |
In reference to the Article 9 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies and Organizational Charter. |
service life shall report to and approved by the Deputy General Manager of the management department before processing, while those that have not reached their durable service life shall report to and approved by the General Manager before processing.
4. Appraisal report of real estate or equipment
In acquiring or disposing of real estate or equipment where the transactions amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the company, unless transacting with government agencies, engaging others to build on its own land, engaging others to build on leased land, or acquiring and disposing of machinery or equipment for business use, shall obtain an appraisal report (the appraisal report shall be recorded as described in attachment 1) from a professional appraiser prior to the date of the occurrence and shall further comply with the following provisions:
-
(1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Director, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
-
(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
-
(3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the
service life shall report to and approved by the Deputy General Manager of the administration department before processing, while those that have not reached their durable service life shall report to and approved by the General Manager before processing.
- Appraisal report of real estate or equipment
In acquiring or disposing of real estate or equipment where the transactions amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the company, unless transacting with government organizations, engaging others to build on its own land, engaging others to build on leased land, or acquiring and disposing of machinery or equipment for business use, shall obtain an appraisal report (the appraisal report shall be recorded as described in attachment 1) from a professional appraiser prior to the date of the occurrence and shall further comply with the following provisions:
-
(1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Director, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
-
(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
-
(3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a
appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the R.O.C. Accounting Research and Development Foundation (hereinafter referred to as ARDF) and render a specific opinion regarding the reasons for the discrepancy and the appropriateness of the transaction price:
-
Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount
-
Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
-
(4) No more than 3 months shall elapse between issuance date of the appraisal report by professional appraiser and the contract execution date. However, if the announced current value for the same period is applicable and not more than 6 months have elapsed, an opinion letter shall be issued by the original professional appraiser.
-
(5) Where the company acquires or disposes of assets through court action, the evidentiary documents issued by the court may be substituted for the appraisal report or the accountant’s opinion.
certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the R.O.C. Accounting Research and Development Foundation (hereinafter referred to as ARDF) and render a specific opinion regarding the reasons for the discrepancy and the appropriateness of the transaction price:
-
Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount
-
Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.
-
(4) No more than 3 months shall elapse between issuance date of the appraisal report by professional appraiser and the contract execution date. However, if the announced current value for the same period is applicable and not more than 6 months have elapsed, an opinion letter shall be issued by the original professional appraiser.
-
(5) Where the company acquires or disposes of assets through court action, the evidentiary documents issued by the court may be substituted for the appraisal report or the accountant’s opinion.
| Article 10: Procedures for Related Parties Transaction | Article 10: Procedures for Related Parties Transaction | In reference to the |
|---|---|---|
| When the company engages in any acquisition or disposal of assets | When the company engages in any acquisition or disposal of assets | Article 9 of |
| from or to a Related Party, in addition to adhering to the provisions in | from or to a Related Party, in addition to adhering to the provisions in | Regulations |
| the preceding article and this article and evaluating the | the preceding article and this article and evaluating the | Governing the |
| reasonableness of the transaction terms, the company shall obtain an | reasonableness of the transaction terms, the company shall obtain an | Acquisition and |
| appraisal report from a professional appraiser or accountant’s opinion | appraisal report from a professional appraiser or accountant’s opinion | Disposal of Assets |
| if the transaction amount reaches 10% or more of the company’s total assets. When judging whether a trading counterparty is a Related Party, in addition to legal formalities, the substance of the relationships shall also be considered. 1. Assessment and operating procedures When the company acquires or disposes of real estate from or to a Related Party, or acquires or disposes of assets other than real estate from or to a Related Party, and the transaction amount reaches 20% of the company’s paid-in capital, 10% of the total assets or NT$300 million or more, except for trading government bonds, bonds under repurchase or resale agreements, and the purchase orredemption domestic money market fundsissued by Securities Investment Trust Enterprise,the Company shall not proceed to sign a transaction contract or make a payment until the following matters have been approved by the Board of Director and ratified by the supervisors: (The rest of this clause remain unchanged) |
if the transaction amount reaches 10% or more of the company’s total assets. When judging whether a trading counterparty is a Related Party, in addition to legal formalities, the substance of the relationships shall also be considered. 1. Assessment and operating procedures When the company acquires or disposes of real estate from or to a Related Party, or acquires or disposes of assets other than real estate from or to a Related Party, and the transaction amount reaches 20% of the company’s paid-in capital, 10% of the total assets or NT$300 million or more, except for trading government bonds, bonds under repurchase or resale agreements, and the purchase or redemption domestic money market funds, the Company shall not proceed to sign a transaction contract or make a payment until the following matters have been approved by the Board of Director and ratified by the supervisors: (The rest of this clause remain unchanged) |
by Public Companies. |
|---|---|---|
| Article 11: Procedures for Acquisition or Disposal of Membership or Intangible Assets (The first, second, and third part remain unchanged) 4. Professional Appraisal Report of Membership or Intangible Assets Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% of company’s paid-in capital or NT$300 million or more, apart from transaction with governmentagencies,the Company shall engage an accountant to render an opinion on the reasonableness of the transaction price prior to the date of the occurrence; the accountant shall complywith theprovisions of Statement of AuditingStandards |
Article 11: Procedures for Acquisition or Disposal of Membership or Intangible Assets (The first, second, and third part remain unchanged) 4. Professional Appraisal Report of Membership or Intangible Assets Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20% of company’s paid-in capital or NT$300 million or more, apart from transaction with governmentorganizations, the Company shall engage an accountant to render an opinion on the reasonableness of the transaction price prior to the date of the occurrence; the accountant shall complywith theprovisions of Statement of Auditing |
In reference to the Article 11 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies. |
| No. 20published bythe ARDF. | Standards No. 20published bythe ARDF. | |
|---|---|---|
| Article 13: Handling Procedures for the Acquisition or Disposal of Derivative Product 1. Transaction Principle and Guidelines (The first and second paragraph remain unchanged) (3) Division Of Authority And Responsibility 1. Accounting and Finance Department (1) Trading staff A Responsible for the strategic formulation of financial commodities transaction B Traders shall calculate positions held regularly every fortnight, collect market information, conduct trend judgment and risk assessment, and draft operation strategy which shall serve as the reference basis for trading after approved by the authorization. C Implement transactions in accordance with the authority granted as well as drafted strategy. D In the event that there are major changes in the financial market and trading staff determines that the drafted strategy is no longer applicable, trading staff shall, therefore, present assessment report from time to time and re-draft strategy accordingly which shall serve as the basis for trading after being approved by the General Manager. (2) Accountant A Confirmation of transaction execution. B Review if the transactions are executed in accordance |
Article 13: Handling Procedures for the Acquisition or Disposal of Derivative Product 1. Transaction Principle and Guidelines (The first and second paragraph remain unchanged) (3) Division Of Authority And Responsibility 1. Accounting and Finance Department (1) Trading staff A Responsible for the strategic formulation of financial commodities transaction B Traders shall calculate positions held regularly every fortnight, collect market information, conduct trend judgment and risk assessment, and draft operation strategy which shall serve as the reference basis for trading after approved by the authorization. C Implement transactions in accordance with the authority granted as well as drafted strategy. D In the event that there are major changes in the financial market and trading staff determines that the drafted strategy is no longer applicable, trading staff shall, therefore, present assessment report from time to time and re-draft strategy accordingly which shall serve as the basis for trading after being approved by the General Manager. (2) Accountant A Confirmation of transaction execution. B Review if the transactions are executed in accordance |
Amendments are made in accordance with the Organizational Charter |
| with the authorization permission and the established strategy. C Conduct assessment every month and the assessment report shall be reviewed by the General Manager. D Handle accounting transaction. E Report or announce according to the regulations of the Securities and Futures Commission. (3) Settlement staff: responsible for conducting settlement. (4) Authorization limit of derivative products A Authorization limit of hedgingtransactions Amount of Each Transaction Daily Total Amount General Manager Not more than US$2,500,000 or equivalent Not more than US$5,000,000 or equivalent Deputy General Manager of theManagement Department Not more than US$1,500,000 or equivalent Not more than US$3,000,000 or equivalent Manager of the Accounting and Financial Department Not more than US$500,000 or equivalent Not more than US$1,000,000 or equivalent B Transactions for other purposes shall proceed only after submission and approval by the Board of Director. C When the company engages in derivative product transactions, according to the regulations this procedure, the relevant personnel who is authorized to handle this shall report to the soonest Board of Director meeting after the transactions. |
with the authorization permission and the established strategy. C Conduct assessment every month and the assessment report shall be reviewed by the General Manager. D Handle accounting transaction. E Report or announce according to the regulations of the Securities and Futures Commission. (3) Settlement staff: responsible for conducting settlement. (4) Authorization limit of derivative products A Authorization limit of hedging transactions Amount of Each Transaction Daily Total Amount General Manager Not more than US$2,500,000 or equivalent Not more than US$5,000,000 or equivalent Deputy General Manager of theAdministration Department Not more than US$1,500,000 or equivalent Not more than US$3,000,000 or equivalent Manager of the Accounting and Financial Department Not more than US$500,000 or equivalent Not more than US$1,000,000 or equivalent B Transactions for other purposes shall proceed only after submission and approval by the Board of Director. C When the company engages in derivative product transactions, according to the regulations this procedure, the relevant personnel who is authorized to handle this shall report to the soonest Board of Director meeting |
|||
|---|---|---|---|---|
| 2 Audit Department Responsible to examine the appropriateness of the internal control over derivative product transactions, conduct audit of the compliance of the transaction department with the operating procedures, analyze the transaction cycle and prepare audit report which shall be submitted to the supervisor for review at the end of the next month after the completion of the audit project. If the internal auditor discovers major violations or the company suffers from serious losses, he or she shall submit a report and notify each supervisor. 3 Performance Assessment After the settlement at the end of each month, the current profit and loss arising from the actual settlement of derivative product transaction contract of that month as recorded in the account shall be compiled in a statistical report and report to the Deputy General Manager of themanagement department, to serve as a reference basis of performance assessment. 4 Contract Total Amount and Upper Limit for Loss (1) Contract Total Amount In derivative product transaction, the net position of the company shall be estimated monthly. The mid and long-term net positions are capped by one-half of the total amount of the hedge by principle while the short-term net position shall be fully operated. In the event that the total contract amount exceeds the above limit,it shall be reported to and approved bythe Board of |
after the transactions. 2 Audit Department Responsible to examine the appropriateness of the internal control over derivative product transactions, conduct audit of the compliance of the transaction department with the operating procedures, analyze the transaction cycle and prepare audit report which shall be submitted to the supervisor for review at the end of the next month after the completion of the audit project. If the internal auditor discovers major violations or the company suffers from serious losses, he or she shall submit a report and notify each supervisor. 3 Performance Assessment After the settlement at the end of each month, the current profit and loss arising from the actual settlement of derivative product transaction contract of that month as recorded in the account shall be compiled in a statistical report and report to the Deputy General Manager of theadministration department, to serve as a reference basis of performance assessment. 4 Contract Total Amount and Upper Limit for Loss (1) Contract Total Amount In derivative product transaction, the net position of the company shall be estimated monthly. The mid and long-term net positions are capped by one-half of the total amount of the hedge by principle while the short-term net position shall be fully operated. In the event that the total contract amount exceeds the above |
||
|---|---|---|---|
Director before proceed.
limit, it shall be reported to and approved by the Board of Director before proceed.
-
(2) Stipulation of Loss Limit
-
(2) Stipulation of Loss Limit
-
In derivative product transaction, for individual contracts, the loss limit shall not exceed 10% of the contract amount. In the event that it exceeds the above upper limit of loss, it shall be reported to the chairman of the Board of Director immediately, take necessary countering measures and report it to the Board of Director.
-
(The second and third paragraph remain unchanged)
-
In derivative product transaction, for individual contracts, the loss limit shall not exceed 10% of the contract amount. In the event that it exceeds the above upper limit of loss, it shall be reported to the chairman of the Board of Director immediately, take necessary countering measures and report it to the Board of Director.
(The second and third paragraph remain unchanged)
-
Method for Periodic Review and Handling of Abnormal Situation
-
Method for Periodic Review and Handling of Abnormal Situation
-
(1) The Deputy General Manager of the management department shall regularly supervise and assess if derivative product (1) The Deputy General Manager of the administration department transactions are truly executed in accordance with transaction shall regularly supervise and assess if derivative product procedures stipulated by the company and if the current risks transactions are truly executed in accordance with transaction management procedure is appropriate, and evaluate if the procedures stipulated by the company and if the current risks performance is within the established operational strategy and management procedure is appropriate, and evaluate if the the risks assumed are within the scope of tolerable assumption. performance is within the established operational strategy and Under the circumstances that there are irregularities (e.g., the the risks assumed are within the scope of tolerable assumption. position held has already exceeded loss limit), it shall be Under the circumstances that there are irregularities (e.g., the reported to the chairman of the Board of Director immediately, position held has already exceeded loss limit), it shall be take countering measures and report to the soonest Board of reported to the chairman of the Board of Director immediately, Director meetings. take countering measures and report to the soonest Board of
-
(2) The derivative product transaction positions held shall be Director meetings. assessed at least once per week. Nevertheless, hedging (2) The derivative product transaction positions held shall be assessed at transactions executed under business needs shall be assessed at least once per week. Nevertheless, hedging transactions executed under least twice each month and assessment report shall be submitted business needs shall be assessed at least twice each month and assessment to Deputy General Manager of the management department. report shall be submitted to Deputy General Manager of the administration
| department. | ||
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| Article 14: Procedures for Conducting a Merger, Demerger, Acquisition or Transfer of Shares 1. Assessment and operating procedures (1) When conducting a merger, demerger, acquisition or transfer of shares, the company shall engage an attorney, accountant, underwriter, etc., to co-research the estimated timetable of the statutory procedure and organize a project team according to the legal procedures to implement. Prior to convening a Board of Director meeting, shall engage an accountant, attorney or securities underwriter to give opinions on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other assets to shareholders, and submit it to the Board of Director for approval.However, for the merging of the company and its subsidiaries which it directly or indirectly holds 100% of their issued shares or total capital, or for the merging of the subsidiaries which it directly or indirectly holds 100% of their issued shares or total capital, the opinions of the former experts on reasonableness can be exempted. (The other contents in this clause remain unchanged) |
Article 14: Procedures for Conducting a Merger, Demerger, Acquisition or Transfer of Shares 1. Assessment and operating procedures (1) When conducting a merger, demerger, acquisition or transfer of shares, the company shall engage an attorney, accountant, underwriter, etc., to co-research the estimated timetable of the statutory procedure and organize a project team according to the legal procedures to implement. Prior to convening a Board of Director meeting, shall engage an accountant, attorney or securities underwriter to give opinions on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other assets to shareholders, and submit it to the Board of Director for approval. |
In reference to the Article 22 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies. |
| Article 15: Procedure of Information Disclosure 1. Public Announcement and Reporting Standard When the company acquires or dispose assets and one of the following circumstances exists, the relevant information shall be publicly announced on the Financial Supervisory Commission designated website within two days commencing from the date of occurrence of the event. |
Article 15: Procedure of Information Disclosure 1. Public Announcement and Reporting Standard (1) Acquisition or disposal of real estate from or to a Related Party, or in acquiring or disposing any assets other than the real estate from or to a Related Party and the transaction amount reaches 20% of the company’s paid-in capital, 10% of the total assets or NT$300 million, or more; provided,however,that this shall not applyto the tradingof |
In reference to the Article 30 of Regulations Governing the Acquisition and Disposal of Assets |
| (1) Acquisition or disposal of real estate from or to a Related Party, or in acquiring or disposing any assets other than the real estate from or to a Related Party and the transaction amount reaches 20% of the company’s paid-in capital, 10% of the total assets or NT$300 million, or more; provided, however, that this shall not apply to the trading of government bonds, bonds under repurchase or resale agreements, and the purchase orredemption domestic money market fundsissued by Securities Investment Trust Enterprise. (2) Merger, demerger, acquisition, or transfer of share. (3) The loss of derivative product transaction reaches the limit for all or individual contract set forth in the procedures regulations. (4)Where the type of asset acquired or disposed of is equipment for business use,the trading counterparty is not a Related Party,and the transaction amount is more than NT$500 million. (5)Where the construction project acquired or disposed of is real estate for construction use, the trading counterparty is not a Related Party, and the transaction amount is more than NT$500 million. (6)Where real estate is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million. (7)Apart from the transactions referred to in the preceding six clauses, where there is an asset transaction, a disposal of receivables to a financial institution,or an investment in mainland China area |
government bonds, bonds under repurchase or resale agreements, and the purchaseor redemption domestic money market funds. (2) Merger, demerger, acquisition, or transfer of share. (3) The loss of derivative product transaction reaches the limit for all or individual contract set forth in the procedures regulations. (4) Apart from the transactions referred to in the preceding 3 clauses, where there is an asset transaction, a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% of the company’s paid-in capital or NT$300 million or more; provided, this shall not apply to the following circumstances: 1. Trading of government bonds. 2. Trading of negotiable securities by professional investors in domestic and foreign securities trading or over-the-counter securities exchange, or subscriptions of the securities firm in primary market, or subscriptions of negotiable securities 3. Trading of bonds under repurchase/resale agreements and the purchase or repurchase domestic money market funds. 4. Where the type of asset acquired or disposed of is equipment for business use, the trading counterparty is not a Related Party, and the transaction amount is less than NT$500 million. 5. Where the construction project acquired or disposed of is real estate for construction use, the trading counterparty is not a Related Party, and the transaction amount is more than NT$500 million. 6. Where real estate is acquired under an arrangement on engagingothers to build on the Company's own land, |
by Public Companies. |
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that reaches 20% of the company’s paid-in capital or NT$300 million or more; provided, this shall not apply to the following circumstances:
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engaging others to build on leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is more than NT$500 million.
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Trading of government bonds.
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Trading of negotiable securities by professional investors in domestic and foreign securities trading or over-the-counter securities exchange, or subscriptions of general financial bonds of ordinary companies that do not involve equity that are offered and issued by the domestic primary market, or subscriptions of negotiable securities by security firm as per recommended by securities dealer according to the Taipei Exchange regulations, who serves as a counselor for listed company at emerging stock market due to underwriting needs.
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(5) The amount of transaction in this article shall be calculated as follows. Within one year is based on the date of the occurrence of the transaction, a retrospective calculation of one year. It will not be counted according to the provisions of this procedure, a valuation report or an accountant’s opinion issued by a professional appraiser, submitted to the board of directors for approval, and the supervisor’s recognition or announcement 1.The amount of any individual transaction.
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needs. 2.The cumulative transaction amount of acquisitions and
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- Trading of bonds under repurchase/resale agreements and the disposals of the same type of underlying asset with the same purchase or redemption domestic money market trading counterparty within the preceding year. funds issued by Securities Investment Trust Enterprise. 3.The cumulative transaction amount of real estate acquisitions
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The amount of transaction in this article shall be calculated as and disposals (cumulative acquisitions and disposals, follows: respectively) within the same development project within the 1. The amount of any individual transaction. preceding year. 2. The cumulative transaction amount of acquisitions and 4.The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the disposals (cumulative acquisitions and disposals, respectively) same trading counterparty within the preceding year. of the same security within the preceding year.
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- The cumulative transaction amount of real estate 2. Time limit for handling announcements and release acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development It shall announce and release the relevant information within two days project within the preceding year. commencing while the company acquiring and disposing of assets
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- The cumulative transaction amount of acquisitions and meets the standard
| disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used inthis articlerefers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these regulations need not be counted toward the transaction amount. The company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and other foreign subsidiaries and enter the information in the prescribed format into the information reporting website designated by the Financial Supervisory Commission by the 10th day of each month. All items should be published againwithin two days from the date of knowledge if any item required to be disclosed is missing during the original publication. The contracts, meeting minutes, log books, appraisal reports, and opinion letters of accountant, lawyers or securities underwriters relevant to the company's acquisition or disposal of assets shall, except as otherwise specified by relevant regulations, be kept in the company for at least five years. (8) This articlestipulates that after the announcement and report of the transaction, should any of the following conditions occur, the company shall announce and report the relevant information in the designated website within two days commencing immediately from the date of occurrence of the event. 1. Amendment,termination or cancellation of the original |
3. The release process (1) The company shall release in the designated website. (2) A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. (3) When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. (4) The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company headquarters, where they shall be retained for 5 years except where another act provides otherwise. (5) Previous article stipulates that after the announcement and report of the transaction, should any of the following conditions occur, the company shall announce and report the relevant information in the designated website within two days commencing immediately from the date of occurrence of the event. 1. Amendment, termination or cancellation of the original agreement. 2. Merger, demerger, acquisition or share transfer not completed as scheduled in the agreement. 3. Change to the originally publicly announced and reported |
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agreement. information.
- Merger, demerger, acquisition or share transfer not completed 4. Announcement Format
as scheduled in the agreement. (The other contents of this article remained unchanged)
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Change to the originally publicly announced and reported
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Announcement Format
(The other contents of this article remained unchanged)