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CSBC Annual Report 2017

Nov 28, 2018

51982_rns_2018-11-28_8ffe8fe0-b1f7-4624-817b-ca9c2032fd3c.pdf

Annual Report

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Contents

I. Letter to Shareholders .................................................................................................................. 3 II. Company Profile 2.1 Date of Incorporation ................................................................................................................... 7 2.2 Company History .......................................................................................................................... 7 III. Corporate Governance Report 3.1 Organization ................................................................................................................................. 8 3.2 Directors, Supervisors and Management Team .......................................................................... 9 3.3 Implementation of Corporate Governance ............................................................................. 35 3.4 Information Regarding the Company’s Audit Fee and Independence ...................................... 80 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders ......... 81 3.6 Relationship among the Top Ten Shareholders ......................................................................... 83 3.7 Ownership of Shares in Affiliated Enterprises ........................................................................... 84 IV. Capital Overview 4.1 Capital and Shares ...................................................................................................................... 85 4.2 Bonds .......................................................................................................................................... 90 4.3 Global Depository Receipts ........................................................................................................ 90 4.4 Employee Stock Options ............................................................................................................ 90 4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions ......................... 90 4.6 Financing Plans and Implementation ......................................................................................... 90 V. Operational Highlights 5.1 Business Activities ...................................................................................................................... 90 5.2 Market and Sales Overview ..................................................................................................... 100 5.3 Human Resources .................................................................................................................... 107 5.4 Environmental Protection Expenditure ................................................................................... 107 5.5 Labor Relations......................................................................................................................... 108 5.6 Important Contracts ................................................................................................................. 109 VI. Financial Information 6.1 Five-Year Financial Summary ................................................................................................... 112 6.2 Five-Year Financial Analysis ..................................................................................................... 117 6.3 Supervisors’ /Audit Committee’s Report in the Most Recent Year ......................................... 119 6.4 Financial Statements for the Years Ended December 31, 2016 and 2015 .............................. 119 6.5 Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015…………………………………………………………………………………………………………………..……….119 VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status ...................................................................................................... 120 7.2 Analysis of Operation Results ................................................................................................ 120 7.3 Analysis of Cash Flow ............................................................................................................... 121 7.4 The impact of the recent major capital expenditure on the financial business ...................... 122 7.5 Financial impact on the Company for the year ...................................................................... 122 7.6 Analysis of Risk Management .................................................................................................. 122

1

VIII. Special Disclosure

8.1 Summary of Affiliated Companies ........................................................................................... 129 8.2 Private Placement Securities in the Most Recent Years .......................................................... 131 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years ......................................................................................................... 133

2

I. Letter to Shareholders

Dear Shareholders,

First of all, I would like to thank you for your continuing support throughout the year. CSBC has responded to the changing business climate by adopting an aggressive stance in strengthening our competitiveness. Total consolidated revenue (thousands) for 2017 was NT$16,404,344 thousands, a 4.17% increase compared with NT$15,747,699 thousands in 2016. Net loss increased to NT$6,353,042 thousands, compared with 2016 net loss income of NT$1,286,809 thousands. Similarly, diluted earnings per share was down to NT$-7.91, compared with NT$-1.73 a year earlier.

The results of our operating performance in 2017, business plan for 2018, corporate development strategy, external competitive environment, regulatory environment, and macroeconomic conditions, are illustrated as follows:

Operating Performance in 2017

1. Consolidated financial results

Unit: NT$ thousands

Unit: NT$ thousa
2017 2016 Percent Change
(%)
Net sales 16,404,344 100% 15,747,699 100% 4.17%
Gross profit(loss) (5,721,888) -34.88% (1,060,228) -6.73% -439.68%
Operating
income(loss)
(6,228,965) -37.97% (1,565,030) -9.94% -298.01%
Pre-tax income(loss) (6,353,042) -38.73% (1,535,402) -9.75% -313.77%
Net income(loss) (5,883,199) -35.86% (1,286,809) -8.17% -357.19%
R&D expenses 126,676 0.77% 102,196 0.65% 23.95%
Interest income 2,368 0.01% 1,972 0.01% 20.08%
Interest expenses 21,281 0.13% 36,052 0.23% -40.97%

Net sales amounted to NT$16,404,344 thousands and gross loss came in at NT$-5,721,888 thousands in 2017. Due to decreased operating performance and higher costs and operating expenses compared to the year before, net loss increased by more than -357.19% from 2016.

2. Budget implementation

According to the Company’s 2017 annual financial plan, our business failed our targets in revenue and net income, respectively.

3

3. Profitability analysis

2017 2016
Debt to asset ratio (%) 71.37 55.80
Long-term capital to property, plant and equipment
(%)
135.38 135.80
Current ratio (%) 126.38 118.51
Accounts receivable turnover (times) 15.14 29.24
Inventory turnover (times) 6.23 4.69
Return on assets (%) -23.27 -4.79
Return on shareholders’ equity (%) -63.23 -9.86
Basic after-tax EPS (NT$) -18.79 -4.77

4. Research and development status

In 2017, CSBC invested a total of NT$127,000 thousands in R&D for the ship researches as well as the development of new products. Having successfully 22 developed projects in 2017, it goes into application for CSBC. CSBC is committed to investing in long-term growth by delivering continuous innovations.

Business Plan for 2018

1. Business objectives

  • Reinforce product innovation and R&D to maintain competitive advantage;

  • Integrate resources, lower costs, raise productive efficiency;

  • Diversify into higher-margin and higher-growth businesses.

  • Sales forecast and sales policy

Alphaliner predicts an approximate 5.6% increase in capacity of container fleet. CSBC has established full production capacity step-by-step in recent years, upgraded technology and earned product development certification.

The sales policy has outlined as follows in accordance with the projected sales volume of 179,740 CGTs in 2018:

  • Maintain and establish an excellent brand image for the benefit of the client.

  • Reinforce sensitivity and flexibility to sales changes in order to respond to market trends.

4

Development Strategy

The Company’s future performance is still very much dependent on an improvement in global economic growth; however, we will leverage our product portfolio, financial strength, intellectual property, human capital, and customer relationships to improve our operational efficiency. We aim to strike a balance between mid-term to long-term strategy development and short-term market demands. Our plan is to focus resources on high-margin products, and to lower production and operating costs. Our strong portfolio of intellectual property can be leveraged to create a formidable barrier to entry for competitors.

The 2018 operating strategies of CSBC was outlined as follows:

  • Increase productivity.

  • Cost down.

  • Implement schedule control (CKP).

  • start up the improving project of worse finance.

  • Strive for the business of container ship.

  • Diversify business layout (state-made ship and offshore wind power).

The Impact of the External Competitive Environment, Regulatory Environment, Macroeconomic Conditions, and Vision

1. External competitive environment

The shipbuilding is mature and intense competition all over the world. The diversity and homogeneity of products, controlled distribution channels, imitation of business models, pricing pressures, and quality requirements have all made the competition environment brutal. CSBC has responded to the severe competition with excellent R&D and management to fulfill consumers’ demands for variety and to differentiate ourselves from competitors through outstanding quality and a reputable brand image. We are able to negotiate with the owners of distribution channels by offering good quality and popular products; therefore, we will continue to innovate and develop products that has needed by consumers, and become the leading brand in the market.

2. Regulatory environment

Governments around the world are constantly adopting new tax, environmental, investment and labor regulations. CSBC stays up-to-date with changes in laws and regulations in all of our invested areas so appropriate adjustments and allocations can be made to company resources in order to respond to these environmental and legal changes.

5

3. Macroeconomic conditions, and vision

With respect to the severe business environment, global economic growth remains slow. Consumer confidence continues to be fragile, dampening market demand. By continuing to 、 cooperate the strategies of Government developing comprehensive shipbuilding technology and deepening our relationships with our clients, CSBC hopes to mitigate the adverse effects of the slowdown on overall market demand.

Finally, we will continue to establish more integrate relationship with consumers, clients, and society as a whole, with the aim of achieving higher returns for our shareholders.

Sincerely yours,

Chairman

President CHENG, WEN-LON TSENG, KUO-CHENG

6

II. Company Profile

2.1 Date of Incorporation : November 07, 1973

2.2 Company History

Year Milestones
1973 In July, "China Shipbuilding Company" has established, in November to obtain approval to
set up registration.
1974 January, "China Shipbuilding Company" started construction in Kaohsiung, and in May 31,
1976 to complete the construction.
1977 In July, the "China Shipbuilding Company" has changed to "state-owned". In December, it
completed the construction of Taiwan's first 440,000 DWT super-large tanker, the Bo Ma
Endeavor.
1978 In January, "China Shipbuilding Corporation" and "Taiwan Shipbuilding Company" were
merged and reorganized to operate as "China Shipbuilding Company" with Taipei Office,
Kaohsiung Plant and Keelung Plant. In July, it completed the construction of Taiwan's
second 445,000 DWT super-large tanker, the "Bo Ma Enterprise".
1996 In January, Taipei company officially moved to Kaohsiung, Kaohsiung factory office and
Kaohsiung.
2000 In line with the business development and the need for privatization, the Company and
Kaohsiung General Plant from May 1 of the same year, staff and business mergers.
2008 April 1, the Securities and Exchange Bureau approved the first time for the company to
apply for public offering of shares declaration. July 30 to complete the application to the
Stock Exchange listed delivery. December 22 The Company listed and completed the
privatization.
2010 January 14 by the Republic of China annual top ten enterprises Golden Torch Award.
2013 On November 29, he was awarded the "2013 Taiwan Enterprise Sustainability Award" -
"Taiwan Top50 Enterprise Sustainability Report Award" manufacturing excellence.
2015 On October 30, he was awarded the "12th National Brand Yushan Award" - "Outstanding
Enterprise" National Award; December 21 was awarded the "24th Taiwan Excellence
Award."
2016 .November 20, 2016 was awarded the "Taiwan Enterprise Sustainability Report Award"
traditional manufacturing silver medal; December 23, 2016 was awarded the "Sustainable
Governance Practice Award."
.Achieved "2016 TIPS basic verification" and the 18th outstanding enterprise Jinfeng
Award: Ten outstanding innovation research and development.

7

III. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

==> picture [441 x 582] intentionally omitted <==

3.1.2 Major Corporate FunctionsPlease refer to page 11 of the Chinese annual

8

02 08, 2018 Executives,
Directors or
Supervisors who are
spouses or within
two degrees of
kinship

Relation

Name
Title
Other Position Chairman of
CSBC, Taiwan

President of
CSBC, Taiwan
Experience(Education) .Deputy Mayor,
Kaohsiung City
Government
.Chairman of CSBC,
Taiwan
(Ph.D., University of
Washington, USA)
.Vice President of CSBC
(Master, Department of
Shipbuilding Engineering,
National Taiwan
University )

Shareholding by
Nominee
Arrangement
Shares
Spouse &
Minor
Shareholding
Shares

Current
Shareholding
33.5
7%
33.5
7%
Shares 249,612
,540
249,612
,540
Shareholding
when Elected
33.5
7%
33.5
7%
Shares 249,612
,540
249,612
,540
Date
First
Elected
11 30,
2007
08 01,
2017
Term
(Years)
3 3
Date
Elected

06 23,
2016


08 01,
2017
Name
CHENG,
WEN-LON
(Ministry of
Economic
Affairs
Representative)

TSENG,(Notes1)
KUO-CHENG
(Ministry of
Economic
Affairs
Representative)
Nationality/
Country of
Origin
Republic of
China
Republic of
China
Title Chairman Director

National
Kaohsiung
University of
Applied
Sciences
Industrial
Engineering
and
Management
Full-time
professor

Director of
Fishing Vessel
and Marine
Machinery
Research
Center,
National Cheng
Kung
University
Chief of Fourth
Division,State-
owned
Enterprise
Commission,
Ministry of
Economic
Affairs
.Hechun Technical
College President, Head
of the Department of
Industrial Engineering
and Management,
Kaohsiung University of
Applied Science and
Technology, Director of
the School of Nestle,
Kaohsiung University of
Applied Science and
Technology
(University of Pearce, UK
)
.Vice Dean of Academic
Affairs, National Cheng
Kung University;
Chairman and Dean of
Department of Systems &
Naval Mechatronic
Engineering, National
Cheng Kung University
(Ph.D., Stevens Institute
of Technology, USA
)
.Executive Officer and
Chief of State-owed
Enterprise Commission,
Ministry of Economic
Affairs
(Master, Graduate
Institute of Chemical
Engineering, National
Central University)
33.5
7%
33.5
7%
33.5
7%
249,612
,540
249,612
,540
249,612
,540
33.5
7%
33.5
7%
33.5
7%
249,612
,540
249,612
,540
249,612
,540
09 23,
2016
07 04,
2002
07 29,
2013
3 3 3
09 23,
2016
06 23,
2016
06 23,
2016

Huang,
Ying-Fang
(Ministry of
Economic
Affairs
Representative)

FANG,
MING-CHUNG
(Ministry of
Economic Affairs
Representative)

CHEN,
YUNG-TSUNG
(Ministry of
Economic Affairs
Representative)
Republic of
China
Republic of
China
Republic of
China
Director Director Director


Chairman of
Employees’
Welfare
Committee,
CSBC
Chairman,
CSBC Keelung
Yard Labor
Union

Vice President
of China Steel
Corporation
.Supervisor, Director and
Managing Director,
CSBC Labor Union
(Graduated from Sheet
Metal Department,
National Tainan Industrial
High School
)
.Senior Technician,
Keelung Yard, CSBC
(Department of
Navigation, National
Keelung Maritime
Vocational High School)

.Assistant Deputy General
Manager of China Steel
Corporat
.President of China Steel
Global Trading
Corporation
(MBA of University of
California)

33.5
7%
33.5
7%
6.33
%
2.48
%
0.71
%
249,612
,540
249,612
,540
47,030,
687
18,414,
641
5,246,3
36
33.5
7%
33.5
7%
6.33
%
2.48
%
0.71
%
249,612
,540
249,612
,540
47,030,
687
18,414,
641
5,246,3
36
06 23,
2010
11 11,
2005
07 30,
2009
11 17,
2016
02 13,
2009
3 3 3 3 3
06 23,
2016
06 23,
2016

06 23,
2016
11 17,
2016

06 23,
2016

HUANG,
JIH-CHIN
(Ministry of
Economic Affairs
Representative)

LAN, SYU-CING
(Ministry of
Economic Affairs
Representative)

CPC (Corporation,
Taiwan
Representative)

Lee Xin-Min
(China Steel
Representative)

Yue-Li Investment
Corporation
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Director Director Director Director Director



Technician of
CSBC;
Representative
of Industrial
Labor Union,
CSBC

Technician of
CSBC;
Representative
of Industrial
Labor Union,
CSBC

Chun Yu Works
& Co.,Ltd.
Chairman
Professor,
National
Kaohsiung
University of
Applied
Sciences
.Chairman, Industrial
Labor Union, CSBC;
Chairman, Employees’
Welfare Committee,
CSBC; Chairman,
Kaohsiung City
Confederation of Trade
Union ( Department of
Electric Engineering,
Kaohsiung Municipal
Kaohsiung Industrial
High School )

.Chairman of CSBC
Corporation, Taiwan Staff
Welfare Committee
(Graduated from
Department of Marine
Engineering, Kaohsiung
Institute of Marine
Technology )

.Professor of Taiwan
University Department of
Engineering Science and
Marine Engineering
(Ph.D,Shipbuilding
Engineering Institute,
National Taiwan
University)
.President of Metal
Industries Research &
Developent Centre
(Ph.D. in Institute of
Materials Science,
National Sun Yat-sen
University )
0.11
%
0.11
%
0 0
813,804 813,804 0 0
0.06
%
0.09
%
0 0
460,804 660,804 0 0
06.04,
2007
07 01,
2014
06 23,
2016
06 23,
2016
3 3 3 3
06 23,
2016
06 23,
2016
06 23,
2016
06 23,
2016

HOU, DE-LONG
(Kaohsiung City
Representative of
Industrial Labor
Union of CSBC)

HSIEH,
KUO-JUNG
(Kaohsiung City
Representative of
Industrial Labor
Union of CSBC)
Independent
Director
LIN, HUI-JENG
Independent
Director
FU, HO-CHUNG
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Director Director Independent
Director
Independent
Director
Notes: 1. The former retired,and new president was appointed by the board of directors at August 01,2017.
2. The tenure of the 16th Board of Directors is from June 23, 2016 to June 22, 2019.
Professor,
National Sun
Yat-sen
University
.Securities and futures
management committee
of the Ministry of Finance
(.Ph.D.in Institute of
Economics, Ohio State
University, USA)
0
0
0
0
06 23,
2016
3

06 23,
2016
Independent
Director
LIEU, DER-MING
Republic of
China
Independent
Director
02 08, 2017 Executives, Directors
or Supervisors who
are spouses or
within two degrees
of kinship

Relation

Name
Title
Other Position Chairman of
CSBC, Taiwan
President of
CSBC, Taiwan
National
Kaohsiung
University of
Applied
Sciences
Industrial
Engineering
and
Management
Full-time
professor

Experience(Education)
Deputy Mayor, Kaohsiung
City Government
.Chairman of CSBC,
Taiwan
(Ph.D., University of
Washington, USA)
.Vice President of CSBC
(Graduated from
Department of Marine
Engineering, National
Taiwan Ocean University)
.Hechun Technical College
President, Head of the
Department of Industrial
Engineering and
Management, Kaohsiung
University of Applied
Science and Technology,
Director of the School of
Nestle, Kaohsiung
University of Applied
Science and Technology
(University of Pearce, UK)
Shareholding
by Nominee
Arrangement
0 0 0
Shares 0 0 0
Spouse &
Minor
Shareholding
0 0 0
Shares 0 0 0
Current
Shareholding
33.57% 33.57% 33.57%
Shares 249,612,540 249,612,540 249,612,540
Shareholding
when Elected
33.57% 33.57% 33.57%
Shares 249,612,540 249,612,540 249,612,540
Date
First
Elected
11 30,
2007
08 24,
2012
09 23,
2016

Term
(Years)
3 3 3
Date
Elected
06 23,
2016
06 23,
2016
09 23,
2016
gender
male

male
male

Name
CHENG,
WEN-LON
(Ministryof
Economic
Affairs
Representative)
CHEN, LIE-LIN
(Ministry of
Economic
Affairs
Representative)
Huang,
Ying-Fang
(Ministry of
Economic
Affairs
Representative)
Nationality/
Country of
Origin
Republic of
China
Republic of
China
Republic of
China
Title Director Director Director


Director of
Fishing Vessel
and Marine
Machinery
Research
Center,
National Cheng
Kung
University
Deputy Chief
of Second
Division,State-
owned
Enterprise
Commission,
Ministry of
Economic
Affairs
Chairman of
Employees’
Welfare
Committee,
CSBC
Chairman,
CSBC Keelung
Yard Labor
Union
.Vice Dean of Academic
Affairs, National Cheng
Kung University; Chairman
and Dean of Department
of Systems & Naval
Mechatronic Engineering,
National Cheng Kung
University
(Ph.D., Stevens Institute
of Technology, USA)
.Executive Officer and
Chief of State-owed
Enterprise Commission,
Ministry of Economic
Affairs
(Master, Graduate
Institute of Chemical
Engineering, National
Central University)
.Supervisor, Director and
Managing Director, CSBC
Labor Union
(Graduated from Sheet
Metal Department,
National Tainan Industrial
High School)
.Senior Technician,
Keelung Yard, CSBC
(Department of
Navigation, National
Keelung Maritime
Vocational High School)
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
33.57% 33.57% 33.57% 33.57% 6.33%
249,612,540 249,612,540 249,612,540 249,612,540 47,030,687
33.57% 33.57% 33.57% 33.57% 6.33%
249,612,540 249,612,540 249,612,540 249,612,540 47,030,687
07 04,
2002
07 29,
2013
06 23,
2010
11 11,
2005
06 23,
2016
3 3 3 3 3
06 23,
2016
06 23,
2016
06 23,
2016
06 23,
2016
06 23,
2016
male male male male -
FANG,
MING-CHUNG
(Ministry of
Economic Affairs
Representative)
CHEN,
YUNG-TSUNG
(Ministry of
Economic Affairs
Representative)
HUANG, JIH-CHIN
(Ministry of
Economic Affairs
Representative)
LAN, SYU-CING
(Ministry of
Economic Affairs
Representative)
CPC Corporation,
Taiwan
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Director Director Director Director Director
Vice President
of China Steel
Corporation
Technician of
CSBC;
Representative
of Industrial
Labor Union,
CSBC
Technician of
CSBC;
Representative
of Industrial
Labor Union,
CSBC
.Assistant Deputy General
Manager of China Steel
Corporat
.President of China Steel
Global Trading
Corporation
(MBA of University of
California)
.Chairman, Industrial
Labor Union, CSBC;
Chairman, Employees’
Welfare Committee,
CSBC; Chairman,
Kaohsiung City
Confederation of Trade
Union ( Department of
Electric Engineering,
Kaohsiung Municipal
Kaohsiung Industrial High
School )
.Chairman of CSBC
Corporation, Taiwan Staff
Welfare Committee
(Graduated from
Department of Marine
Engineering, Kaohsiung
Institute of Marine
Technology )
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
2.48% 0.71% 0.11% 0.11%
18,414,641 5,246,336 813,804 813,804
2.48% 0.71% 0.06% 0.09%
18,414,641 5,246,336 460,804 660,804
11 17,
2016
02 13,
2009
06.04,
2007
07 01,
2014
3 3 3 3
11 17,
2016
06 23,
2016
06 23,
2016
06 23,
2016
male - male male
Lee Xin-Min
(China Steel
Representative)
Yue-Li Investment
Corporation
HOU, DE-LONG
(Kaohsiung City
Representative of
Industrial Labor
Union of CSBC)
HSIEH, KUO-JUNG
Kaohsiung City
Representative of
Industrial Labor
Union of CSBC
Republic of
China
Republic of
China
Republic of
China
Republic of
China
Director Director Director Director
.Professor of
Department of
Engineering
Science and
Ocean
Engineering,Na
tional Taiwan
University
.Chun Yu
Works &
Co.,Ltd.
Chairman(seco
nded)
Professor,
National
Kaohsiung
University of
Applied
Sciences
Professor,
National Sun
Yat-sen
University
.President of National
Penghu University of
Science and Technology
(Ph.D,Shipbuilding
Engineering Institute,
National Taiwan
University)
.President of Metal
Industries Research &
Developent Centre
(Ph.D. in Institute of
Materials Science,
National Sun Yat-sen
University )
.Securities and futures
management committee
of the Ministry of Finance
(.Ph.D.in Institute of
Economics, Ohio State
University, USA)
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
0 0 0
06 23,
2016
06 23,
2016
06 23,
2016
3 3 3
06 23,
2016
06 23,
2016
06 23,
2016
male male male
Independent
Director
LIN, HUI-JENG
Independent
Director
FU, HO-CHUNG
Independent
Director
LIEU, DER-MING

Republic of
China

Republic of
China

Republic of
China
Independent
Director
Independent
Director
Independent
Director

Major shareholders of the institutional shareholders

Dec. 31, 2017

Name of Institutional
Stockholder
Major Stockholder
CPC Corporation,Taiwan Ministryof Economic Affairs 100%
China Steel Corporation
(Note)
Ministryof Economic Affairs(MOEA) 20.00%
Employee’s Stock Trust of China Steel Corporation 4.42%
TransgloryInvestment Corporation 1.58%
Vanguard EmergingMarkets Stock Index Fund 1.32%
WinningInvestment Corporation 1.01%
Vanguard Total International Stock Index Fund 1.00%
Public Service Pension Fund 0.99%
GIC Asset Management Private Limited 0.97%
Labor Insurance Fund 0.85%
Fubon Life Insurance Co.,Ltd 0.85%
Yue-Li Investment
Corporation
U-MingMarine Transport Corporation 68.18%
U-MingMarine Transport(Singapore)Private Limited 31.82%

Note: China Steel Corporation compiled the list of major stockholders on the base date of August 1, 2017.

Major shareholders of the Company’s major institutional shareholders

Dec. 31,2017 Dec. 31,2017
Name of Institutional
Shareholders
Major Stockholder
Transglory Investment
Corporation (Note1)
China Steel Express Corporation 49.89%
ChungHungSteel Corporation 40.91%
China Steel Chemical Corporation 9.20%
Winning Investment
Corporation (Note1)
Gains Investment Corporation 49.00%
Maruichi Steel Tube Ltd. 42.00%
TransgloryInvestment Corporation 9.00%
Fubon Life Insurance Co.,
Ltd(Note1)
Fubon Financial Holding Co., Ltd. 100%
U-Ming Marine Transport
Corporation (Note 2)
Asia Cement Corporation 39.25%
Fubon Life Insurance Co.,Ltd 4.00%
Nan Shan Life Insurance Co.,Ltd. 2.84%
CathayLife Insurance Co., Ltd. 2.11%
Management Board of the Public Service Pension Fund 1.96%
Vanguard Emerging Markets Stock Index Fund, A Series
Of Vanguard International EquityIndex Funds
1.06%
Yuan Ding Investment Corp. 1.05%

18

Name of Institutional
Shareholders
Major Stockholder Major Stockholder
Yu-yuan Investment Corp. 0.94%
Asia Investment Corp. 0.92%
Fu Ti-Chen 0.84%
U-Ming Marine Transport
(Singapore)Private Limited

U-Ming Marine Transport Corporation
99.99%

Note1: China Steel Corporation compiled the list of major stockholders on the base date of

August 1, 2017.

Note2: U-Ming Marine Transport Corporation compiled the list of major stockholders on the base date of July 12, 2017.

19

01 03, 2017 Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
- - - - 2 - - -

Independence Criteria(Note)
10 - - - - - - - -
9 V V V V V V V -
8 V V V V V V V -
7 V V V V V V V -
6 V V V V V V V -
5 V V V V V V V -
4 V V V V V V V -
3 V V V V V V V -
2 - - - - - - - -
1 - - V V V - - -
Meet One of the Following Professional Qualification Requirements, Together
with at Least Five Years Work Experience
Have Work Experience in the
Areas of Commerce, Law,
Finance, or Accounting, or
Otherwise Necessary for the
Business of the Company
V - V V V - - -
A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has
Passed a National
Examination and been
Awarded a Certificate in
a Profession Necessary
for the Business of the
Company

V
- - - - - - -
An Instructor or
Higher Position in a
Department of
Commerce, Law,
Finance, Accounting,
or Other Academic
Department Related
to the Business Needs
of the Company in a
Public or Private
Junior College,
College or University

V
- V - V - - -
Criteria Name Ministry of Economic Affairs
Representative:
CHENG, WEN-LON

Ministry of Economic Affairs
Representative:
TSENG, KUO-CHENG
Ministry of Economic Affairs
Representative:
FANG, MING-CHUNG
Ministry of Economic Affairs
Representative:
CHEN, YUNG-TSUNG
Ministry of Economic Affairs
Representative:
Huang, Ying-Fang

Ministry of Economic Affairs
Representative:
HUANG, JIH-CHIN

Ministry of Economic Affairs
Representative:
LAN, SYU-CING
CPC Corporation, Taiwan
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to be elected or during the term of
office.
1. Not an employee of the Company or any of its affiliates.
2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting
shares.
3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the
person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking
in the top 10 in holdings.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in
the preceding three subparagraphs.
5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding
shares of the Company or who holds shares ranking in the top five holdings.
6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a
financial or business relationship with the Company.
China Steel Representative
Lee Xin-Min
-
-
V
V
-
V
V
-
-
V
V
V
-
-
Yue-Li Investment
Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
-
-
-
-
-
V
V
V
V
V
V
V
-
-
Independent Director
LIN, HUI-JENG
V
V
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
FU, HO-CHUNG
V
-
V
V
V
V
V
V
V
V
V
V
V
-
Independent Director
LIEU, DER-MING
V
-
V
V
V
V
V
V
V
V
V
V
V
1
- - - - - - 1
- - - - V V V
V - V V V V V
V - V V V V V
V - V V V V V
- - V V V V V
- - V V V V V
V - V V V V V
V - V V V V V
- - - - V V V
V - - - V V V
V - - - V V V
- - - - V - -
- - - - V V V
China Steel Representative
Lee Xin-Min
Yue-Li Investment
Corporation

Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HOU, DE-LONG
Kaohsiung City
Representative of Industrial
Labor Union of CSBC
HSIEH, KUO-JUNG
Independent Director
LIN, HUI-JENG
Independent Director
FU, HO-CHUNG
Independent Director
LIEU, DER-MING
Managers who are
Spouses or Within
Two Degrees of
Kinship


Relat
ion

Name

Title
Other Position Director of Ship
and Ocean
Industries R&D
Center
committee of CR
classification
society
committee of CR
classification
society
None
ExperienceEducation 1.Master degree
2.Director of
Department of Design
3.Senior Vice President
4.Executive Vice
President
1.Bachelor degree
2.General Manager of
Hull Works
3.Senior Vice President
1.Doctor degree
2.Director of
Department of Design
3.Chief Supervisor

1.College degree
2. Deputy General
Manager of Outfitting
Works
3.General Manager of
Outfitting Works
Shareholding
by Nominee
Arrangement
0 0 0 0
Shares 0 0 0 0
Spouse & Minor
Shareholding
0 0 0 0
Shares 0 0 0 0
Shareholding 0.01299% 0.01381% 0 0
Shares 96,594 102,669 0 0
Date
Effective
08/01/2017 06/01/2014 03/23/2017 03/23/2017
gender male male male male
Name ,
LIN,FO
UNG-
TANG
WEI,
CHENG-
TZU
SENG,
UO-
HENG
HANG
CHIEH-
TE
T
K
C
C
Nationality
/Country
of Origin
R.O.C R.O.C R.O.C R.O.C
Title Executive
Vice
President
Executive
Vice
President
Executive
Vice
President
Executive
Vice
President
Director of CR
classification
society
None
None
None None None
None
1.Master degree
2.Deputy Director of
Department of Design
3.Director of
Department of Sales
4.Director of
Department of Design

1.Bachelor degree
2.Deputy Director of
Department of
Quality Assurance

1.Bachelor degree
2.Deputy Director of
Department of
Human Resources and
Administration
1.Master degree
2.Director of
Department of Sales
3.Director of
Department of Design

1.Master degree
2. Section Manager of
Basic Design Section
3.Deputy Director of
Department of Design

1.Master degree
2.Deputy Director of
Department of
Material
1.Master degree
2.Deputy Director of
Department of
Planning
3.Deputy Director of
Department of
Human Resources and
Administration
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0.01883% 0 0 0 0.00004% 0 0.00330%
140,035 0 0 0 300 0 24,514
08/02/2017 12/01/2013 03/23/2017
12/01/2013 01/01/2017 08/02/2017 09/01/2016
male male male male
male
male male
CHOU,
CHIH-
MING
WANG,
CHEN-FU
LIU,
CHUNG
-HE
TSAI,
KUN-TSU
NG
N,
G-
**N **
WU,
HUI-TS
AI
LEE,
YEN-CHI
ANG
HE
AN
HU
C
LI
C
R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C
Executive
Vice
President
Secretary
General
Audit
Office
Auditor
General
Departmen
t of Sales
Director
Departmen
t of Design
Director
Departmen
t of
Material
Director
Departmen
t of
Planning
Director
None None None None None None
1.Bachelor degree
2.Director of
Department of
Planning
3. General Manager of
Hull Works
1.Master degree
2.Deputy General
Manager of Hull
Works
3.Director of
Department of
Planning
1.Bachelor degree
2.Shop Master of
Outfitting Works
3.Deputy General
Manager of Outfitting
Works
1.College degree
2.Deputy General
Manager of Ship
Repair Works

1.Bachelor degree
2.Shop Master of Land
Machinery Shop
3.Section Manager of
Business Section
4.Deputy General
Manager of
Machinery Works

1. Bachelor degree
2. Pilot
0 0 0 0 0 0
0 0 0 0 0
0 0 0 0 0 0
0 0 0 0 0 0
0.00239% 0.00269% 0 0 0 0
17,740 20,000 0 0 0 0
01/01/2017 03/23/2017 11/11/2015 01/01/2013
01/01/2017 106/11/06
male male
male
male male male
LIU,
CHWAN
-CHAN
G
YU,
MAO-H
UA
,
-I
LU,
FENG-W
EN
GUO,
KUEN-C
HERNG
CHOU,
CHIN-I
AO
IEN
K
CH
R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C
Innovation
and
Research
Center
Chief
Executive
Officer
Hull Works
General
Manager
Outfitting
Works
General
Manager
Ship Repair
Works
General
Manager

Machinery
Works
General
Manager
Dock
Master's
Office
Dock
Master
None Director of Society
for Nondestructive
Testing &
Certification of
Taiwan(SNTCT)


None
Supervisor of
TANG ENG IRON
WORKS CO., LTD
None None
1.Bachelor degree
2.Deputy Director of
Department of
Planning
1.College degree
2.General Manager of
Ship Repair Works
1.Bachelor degree
2.Deputy General
Manager of Hull
Works
3.Deputy Director of
Department of
Human Resources and
Administration
1.Bachelor degree
2.President enterprise
China Holding
Company Chief
Financial Officer
1.Bachelor degree
2.Section Manager of
Department of
Accounting
1.Bachelor degree
2.Deputy General
Manager of
Machinery Works
3. General Manager of
Machinery Works
0 0 0 0 0 0
0 0 0 0 0 0
0 0 0 0 0 0
0 0 0 0 0 0
0 0.00148% 0.00323% 0 0 0
0 10,970 24,000 0 0 0
05/10/2014 12/01/2013 11/06/2017
01/01/2013 03/23/2017 12/01/2013
male
male
male Female male male
WANG,
FU-YING
CHEN,
HUI-SHA
N
CHIANG
,CHIH-
WEN
HSIEH,
LING-LIN
G
SU,
CHEN-A
N
YEN,
CHIH-M
ING
R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C
Departmen
t of
Informatio
n
Technology
Director
Departmen
t of Quality
Assurance
Director
Departmen
t of Human
Resources
and
Administra
tion
Director
Departmen
t of
Financial
Analysis
Director
Departmen
t of
Accounting
Director
Departmen
t of
Occupation
al Safety
and Health
Director
3.2.3 Remuneration of Directors, President, and Vice President
Remuneration of Directors
Unit: NT$ thousands
None Director of Blue
Ace corporation
1.Bachelor degree
2.Shop Master of Hull
Works
3.Deputy General
Manager of Hull
Works
1. Bachelor degree
2. Project Manager
0 0
0 0
0 0
0 0
0.00077% 0.00215%
5,700 16,000
01/01/2017 08/10/2016
male male
HOU,
YA-WE
N
TANG,
JUNG-
KUEI
R.O.C R.O.C
Departmen
t of
Environme
ntal
Protection
and Public
Utilities
Director
Keelung
Yard
General
Manager
Compensa
tion Paid
to
Directors
from an
Invested
Company
Compensa
tion Paid
to
Directors
from an
Invested
Company
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
All
companies
in the
consolidated
financial
statements
The
company
Relevant Remuneration Received by Directors Who are Also
Employees
Profit Sharing- Employee
Bonus (G)
Allcompanies
in the
consolidated
financial
statements
Stoc
k
Ca
sh
The
company
Stoc
k
Ca
sh
Severance Pay (F) All
companies
in the
consolid
ated
financial
statements
The
company
Salary, Bonuses,
and Allowances
(E)
All
companies
in the
consolid
ated
financial
statements
The
company
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
All
companies
in the
consolidated
financial
statements
The
company
Remuneration Allowances (D) All
companies
in the
consolid
ated
financial
statements
The
company
Bonus to
Directors (C)
All
companies
in the
consolid
ated
financial
statements
The
company
Severance Pay (B) All
companies
in the
consolid
ated
financial
statements
The
company
Base
Compensation (A)
All
companies
in the
consolid
ated
financial
statements
The
company
Name
Title
None None None None
-0.053% -0.002% -0.063% -0.018%
-0.051% -0.002% -0.063% -0.018%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 2,000 0
0 0 2,000 0
0 0 1,679 1,035
0 0 1,679 1,035
-0.053% -0.002% 0 0
-0.051% -0.002% 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
3,116 125 0 0
3,020 125 0 0
Ministry
of
Economic
Affairs
Represen
tative
CHENG,
WEN-LON
Ministry
of
Economic
Affairs
Represen
tative
CHEN,
YUNG-TS
UNG
Ministry
of
Economic
Affairs
Represen
tative
CHEN,
LIE-LIN
Ministry
of
Economic
Affairs
Represen
tative
TSENG,KU
O-CHENG
Chairman Director Director Director
None None None None
-0.002% -0.002% -0.019% -0.020%
-0.002% -0.002% -0.019% -0.020%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 1,097 1,154
0 0 1,097 1,154
-0.002% -0.002% 0 0
-0.002% -0.002% 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
125 125 0 0
125
125
0 0
Ministry
of
Economic
Affairs
Represen
tative
HUANG,
JIH-CHIN
Ministry
of
Economic
Affairs
Represen
tative
FANG,
MING-C
HUNG
Ministry
of
Economic
Affairs
Represen
tative
Huang,
Ying-Fang
Ministry
of
Economic
Affairs
Represen
tative
LAN,
SYU-CING
Director Director Director Director
None None None None
-0.002% -0.002% -0.002% -0.021%
-0.002% -0.002% -0.002% -0.021%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 1,098
0 0 0 1,098
-0.002% -0.002% -0.002% -0.002%
-0.002% -0.002% -0.002% -0.002%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
125 125 125 125
125 125 125 125
China
Steel
Corporati
on
Represent
ative
Lee
Xin-Min
Kaohsiun
g City
Represent
ative of
Industrial
Labor
Union of
CSBC
HOU,
DE-LONG
CPC
Corporat
ion,
Taiwan
Yue-Li
Investme
nt
Corporat
ion
Director Director Director Director
None None None None
-0.021% -0.012% -0.012% -0.012%
-0.021% -0.012% -0.012% -0.012%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
1,138 0 0 0
1,138 0 0 0
-0.002% -0.012% -0.012% -0.012%
-0.002% -0.012% -0.012% -0.012%
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
125 720 720 720
125 720 720 720
Kaohsiun
g City
Represent
ative of
Industrial
Labor
Union of
CSBC
HSIEH,
KUO-JUN
G
LIEU,
DER-MIN
G
FU,
HO-CHUN
G
LIN,
HUI-JENG
Director Independ
ent
Director
Independ
ent
Director
Independ
ent
Director
Unit: NT$ thousands Compen
sation
Paid to
Director
s from
an
Invested
Compan
y
Compen
sation
Paid to
Director
s from
an
Invested
Compan
y
Compen
sation
Paid to
Director
s from
an
Invested
Compan
y
None None None None None
Ratio of total
compensation
(A+B+C+D) to net
income (%)
Companies
in the
consolidate
d
financial
statements
-0.063% -0.020% -0.022% -0.035% -0.022%

The
company
-0.063% -0.020% -0.022% -0.035% -0.022%
Profit Sharing- Employee Bonus (D) Companies in the
consolidated
financial
statements
Stock 0 0 0 0 0
Cash 0 0 0 0 0

The company
Stock 0 0 0 0 0
Cash 0 0 0 0 0
Bonuses and
Allowances (C)
Compani
es in the
consolid
ated
financial
stateme
nts
248 172 162 272 180
The
company
248 172 162 272 180
Severance Pay (B) Companie
s in the
consolidat
ed
financial
statement
s
2,000 0 0 0 0
The
compan
y
2,000 0 0 0 0
Salary(A) Companie
s in the
consolidat
ed
financial
statement
s
1,431 1,030 1,120 1,773 1,111
The
compan
y
1,431 1,030 1,120 1,773 1,111
Name CHEN,LIE-LIN
(7/31/2017
retirement)
TSENG,KUO-CH
ENG
TSENG,KUO-CH
ENG
CHANG,CHIEH-
TE
WEI,CHENG-TZ
U
(Promote
to
Executive Vice
President
from 3/23/2017)
Title President **President ** Executive
Vice President
Executive
Vice President
Executive
Vice President
None None None Note:Please refer to page 30 of the Chinese annual report.
-0.022% -0.016% -0.009%
-0.022% -0.016% -0.009%
0 0 0
0 0 0
0 0 0
0 0 0
180 120 63
180 120 63
0 0 0
0 0 0
1,115 811 469
1,115 811 445
LIN,FOUNG-
TANG
(Promote to
Executive Vice
President
from 3/23/2017)
CHOU,CHIH-
MING
(Promote to
Executive Vice
President
from 8/2/2017)
WANG,HAI-TA
W
(Transferred
to Chief
Supervisor
from
3/23/2017)
(7/31/2017
retirement)
Executive
Vice President
Executive
Vice President
Executive
Vice President

3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice

Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for

Directors, Supervisors, Presidents and Vice Presidents

  • A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income.
Year Ratio of total remuneration paid to directors, presidents and
Executive vicepresidents to net income(%)
Ratio of total remuneration paid to directors, presidents and
Executive vicepresidents to net income(%)
The company Companies in the consolidated
financial statements
2016 -1.96% -1.97%
2017 -0.38% -0.39%
  • B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance.

The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company’s compensation and benefits policies, plans and programs, and the evaluation of the directors’ and executives’ compensation. The compensation to directors and other key management personnel were determined by the Remuneration Committee of the Company in accordance with the individual performance and the market trends. The compensation is measured based on the employee’s personal achievements, contribution made to the business operation, and the market averages. It has a positive correlation with the performance of the Company's business.

34

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

A total of 6 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:

Title Name Name Attendan
ce in
Person
(B)
By
Proxy
Attendanc
e Rate
(%)【B
/A】
Remarks
Chairman Ministryof Economic Affairs
Representative
CHENG, WEN-LON
6 0 100.00 -
Director Ministryof
~~E~~conomic Affairs
Representative
CHEN,
LIE-LIN
3 0 50.00 The former retired,and new
president was appointed by
the board of directors at
2017.08.01
TSENG,
KUO-CHENG
3 0 50.00
Director Ministryof Economic Affairs
Representative
HUANG, YING-FANG
4 2 66.67 -
Director Ministryof Economic Affairs
Representative
FANG, MING-CHUNG
5 1 83.83 -
Director Ministryof Economic Affairs
Representative
CHEN, YUNG-TSUNG
6 0 100.00 -
Director Ministryof
Economic
Affairs
Representative
HUANG, JIH-CHIN
5 1 83.83 -
Director Ministryof
Economic
Affairs
Representative
LAN, SYU-CING
6 0 100.00 -
Director CPC
Corporation,
Taiwan
Representative
5 1 83.83 -
Director China Steel RepresentativeLEE
XIN-MIN
3 3 50.00 -
Director YUE-LI Investment Corporation 4 2 66.67 -
Director Kaohsiung City Representative of
Industrial Labor Union of CSBC HOU,
DE-LONG

5
1 83.83 -
Director Kaohsiung City Representative of
Industrial Labor Union of CSBC
HSIEH,KUO-JUNG
6 0 100.00 -
Independent
director
LIN, HUI-JENG 6 0 100.00 -
Independent
director
FU, HO-CHUNG 5 1 83.83 -
Independent
director
LIEU, DER-MING 5 1 83.83 -
Other mentionable items:

35

  1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange Act and resolutions which were not approved by the Audit Committee but were approved by two thirds or more of all directors, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified: (1)Matters referred to in Article 14-3 of the Securities and Exchange Act:

  2. Please refer to the P28~P30 of the Annual Report.

  3. (2)Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors:None

  4. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: 2017.08.01. The Board of Directors: approved Vice President TSENG, KUO-CHENG to be director and President concurrently of CSBC Corporation Taiwan, and Vice President TSENG, KUO-CHENG avoided attendance according to the law.

  5. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties.

3.3.2 Audit Committee

A total of 5 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Title Name Attendan
ce in
Person
(B)
Attendan
ce in
Person
(B)
By
Proxy
Attendance
Rate (%)【B
/A】
Attendance
Rate (%)【B
/A】
Remarks Remarks
Independent
director

LIN,
HUI-JENG
5 0 100.00


2016.06.23 The 16th
independent director of the
Company is elected by the
shareholders'meeting.
Independent
director

FU,
HO-CHUNG
5 0 100.00


2016.06.23 The 16th
independent director of the
Company is elected by the
shareholders'meeting.
Independent
director

LIEU,
DER-MING
4 1 80.00


2016.06.23 The 16th
independent director of the
Company is elected by the
shareholders'meeting.
Other mentionable items:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of
motion, resolutions of the Audit Committee and the Company’s response to the Audit
Committee’s opinion should be specified:
(1)Matters referred to in Article 14-5 of the Securities and Exchange Act:
Board
meeting
Date
Major Item Audit Committee
Resolutions

Comapny response
Board Meeting
Resolutions
22,03,20
17
(The 5
session of
16)

The 2016
Financial
Statements and
Consolidated
Financial
Statements.

All attendance
members of
Audit Committee
agreed to pass
the case at
2017.3.14.

Submit to Board
meeting review at
2017/3/22.
All attendance
members of board
meeting agreed to
pass the case.
Amendment to All attendance Submit to Board All attendance

36

the ”Procedu
res for
Acquisition or
Disposal of
Assets”.

members of
Audit Committee
agreed to pass
the case at
2017.3.14.

meeting review at
2017/3/22.
members of board
meeting agreed to
pass the case.
The 2016
Statement of
Internal
Control
Systems.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.3.14.

Submit to Board
meeting review at
2017/3/22.
All attendance
members of board
meeting agreed to
pass the case.
The 2016
financial
statements(in
clude
consolidated
financial
statements)
and filing
returns
assessed and
certified by
PwC Taiwan.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.3.14.

Submit to Board
meeting review at
2017/3/22.
All attendance
members of board
meeting agreed to
pass the case.
The first
quarter of
2017
accountants of
Governing
Auditing and
Certification
of Financial
Statement be
changed from
Liu, Tzu-Meng
and Lin,
Tzu-Shu to
Wang,kuo-hua
and
Wu,chien-chih
.

All attendance
members of
Audit Committee
agreed to pass
the case at
2017.3.14.

Submit to Board
meeting review at
2017/3/22.
All attendance
members of board
meeting agreed to
pass the case.
To Improve the
financial
ratio、
increase
Working
capital、
Capital
expenditure
plan and
re-investment
plan,raising
NTD 5.5
billion funds
used in 3-5
years.


All attendance
members of
Audit Committee
agreed to pass
the case at
2017.3.14.

Submit to Board
meeting review at
2017/3/22.
All attendance
members of board
meeting agreed to
pass the case.
To Improve the
LLC6 crane

All attendance
members of
Submit to Board
meeting review at
All attendance
members of board

37

replacement
upgrade
investment
plan in
Kaohsiung
Yard.
Audit Committee
agreed to pass
the case at
2017.3.14.

2017/3/22.
meeting agreed to
pass the case.
To improve the
350 tons GOC
crane
replacement
upgrade
investment
plan in
Kaohsiung
Yard.

All the members
of audit
committee
whitch present
the meeting
agreed that the
Company should
amend the plan
and confirm it
with the audit
Committee
before passing.


The Company revise
the plan and
confirm it with
the audit
Committee and then
passed to the
board meeting at
2017/3/22.


All attendance
members of board
meeting agreed to
pass the case.
106.08.01
(The 8
session of
16)

The 2017 Q2
Consolidated
Financial
Statements.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.7.26.

Submit to Board
meeting review at
2017/8/1.
All attendance
members of board
meeting was
informed.
106.11.03
(The 9
session of
16)

More than half
of the capital
loss report.


All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to
pass the case.
The Proposal
for 2017 Q1~ Q3
Deficit
Compensation.

All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to
pass the case.
The Capital
Reduction.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to
pass the case.
The issuance
of new common
shares in
private
placement.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to
pass the case.
Amendment to
the ”Procedu
res for
Acquisition or
Disposal of
Assets”.

All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.However
,the Ministry of
Economic Affairs
did not agree yet.

All attendance
members of board
meeting agreed
undo the case.
For Improve
the financial
ratio、
All attendance
members of
Audit Committee

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to

38

increase
Working
capital、
Capital
expenditure
plan and
re-investment
plan,raising
NTD.1.5
billion funds
used in 3-5
years.
increase
Working
capital、
Capital
expenditure
plan and
re-investment
plan,raising
NTD.1.5
billion funds
used in 3-5
years.

agreed to pass
the case at
2017.10.31.

agreed to pass
the case at
2017.10.31.
pass the case.
The #2 pier
RS31 ground
loading
upgrade plan
in Kaohsiung
Yard.
All attendance
members of
Audit Committee
agreed to pass
the case at
2017.10.31.

Submit to Board
meeting review at
2017/11/3.
All attendance
members of board
meeting agreed to
pass the case.
106.11.22
(The 10
session of
16
extraordinar
y)

Amendment to
the ”Procedu
res for
Acquisition or
Disposal of
Assets”.

All attendance
members of
Audit Committee
agreed to pass
the case at
2017.11.22.

Submit to Board
meeting review at
2017/11/22.
All attendance
members of board
meeting agreed to
pass the case.
(2) Other matters which were not approved by the Audit Committee but were approved
by two-thirds or more of all directors:None.
2. If there are independent directors’ avoidance of motions in conflict of interest, the
directors’ names, contents of motion, causes for avoidance and voting should be
specified:None.
3. Communications between the independent directors, the Company's chief internal
auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or
operations,etc.)
Date
Way
Object
Item
Result
03.14.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Statement of Internal
Control System for
2016.
2.2016 annual financial
report and
consolidated
financial report.
3.Internal audit
business report.
Agreed to submit a
statement on the
internal control
system for 2016.
05.03.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Review the
consolidated
financial statements
for the first quarter
of 2017.
2.Internal audit
business report.
07.26.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Review the
consolidated
financial statements
for the second
Date Way Object Item Result
03.14.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Statement of Internal
Control System for
2016.
2.2016 annual financial
report and
consolidated
financial report.
3.Internal audit
business report.


Agreed to submit a
statement on the
internal control
system for 2016.
05.03.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Review the
consolidated
financial statements
for the first quarter
of 2017.
2.Internal audit
business report.
07.26.2017
Audit
Committee
meetings
AuGeneral
audit
Visa
accountant
1.Review the
consolidated
financial statements
for the second

39

quarter of 2017. 2.Internal audit business report. 1.Review the consolidated AuGeneral Audit financial statements audit 10.03.2017 Committee for the third quarter Visa meetings of 2017. accountant 2.Internal audit business report.

40

Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Implementation Status1 Abstract Illustration CSBC has Codex on Corporate Governance and
has been disclosed on the CSBC website and the
Public Information Observatory.
website http: // www. Csbcnet.com.tw investor
and investor relations area.
On CSBC website , there is “Investor Area”
(http://www.csbcnet.com.tw/Service/Investor).
It discloses the hotline and email address to
provide all the investors to contact with us. We
established an internal operating procedure to
manage this area.
CSBC can collect the updated information of
major shareholders and the list of ultimate
owners of those shares.
No
Yes v V
V
Evaluation Item 1. Does the company establish and disclose the
Corporate Governance Best-Practice Principles
based on “Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed Companies”?
2. Shareholding structure & shareholders’ rights
(1) Does the company establish an internal
operating procedure to deal with shareholders’
suggestions, doubts, disputes and litigations,
and implement based on the procedure?
(2) Does the company possess the list of its major
shareholders as well as the ultimate owners of
those shares?
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons

Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Implementation Status1 Abstract Illustration CSBC has set up specific management points and
operating procedures for the financial and
business-related operating methods of the
related enterprise companies and implemented
them. In addition, in order to implement a
comprehensive risk control of subsidiaries, set
the "subsidiary supervision and management
points" of the internal control mechanism
standards.
To protect shareholders’ rights and fairly treat
shareholders, CSBC has established “Directions
Governing the Processing of Material
Information and Prevention of Insider Trading”
to forbid insiders trading on undisclosed
information. The Company has also strongly
advocated these rules in order to prevent any
violations.
The Direction can be look up on our website:
http://www.csbcnet.com.tw/English/ServiceEng
/InvestorEng.htm
No
Yes
V
V
Evaluation Item (3) Does the company establish and execute the risk
management and firewall system within its
conglomerate structure?
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Implementation Status1 Abstract Illustration The nominated directors and independent
directors have included a wide range of
backgrounds such as production, management,
science and technology, finance and society.
CSBC sets the Salary Remuneration Committee
and the Audit Committee according to law
CSBC established the "Board Performance
Evaluation Method" in 2011. The performance
evaluation was conducted on a regular basis
from 2012 onwards. In addition to being a
reference for the management of the business
information and resources, it was also used as a
reference for the directors' , And the results of
the evaluation from 2016 onwards announced
on the company's external website
http://www.csbcnet.com.tw / Service / Investor
No
Yes V
V
V
Evaluation Item 3. Composition and Responsibilities of the Board of
Directors
(1) Does the Board develop and implement a
diversified policy for the composition of its
members?
(2) Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
(3) Does the company establish a standard to
measure the performance of the Board, and
implement it annually?
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Implementation Status1 Abstract Illustration / CorporateGovernance.
Company’s managment departments assess the
independence of CAP annually. The results had
been reported to The Audit Committee on
2017.03.14 and to The Board of Directors on
2017.03.22, and passed. With departments’
assessment, two CPAs, Wang, Guo-Hua, and Wu,
Chien-Chih, from The PriceWaterHouseCoopers,
meet the standards of independence evaluation
(Note 1). Both are capable of being our
company’s certified accountants. The Firm has
issued the independence declaration as well.
On CSBC website, there is “Stakeholder
Area”(http://www.csbcnet.com.tw/Service/Inter
estedArea.htm). It sorts the topics for each
stakeholder to collect the information they
want. It also provides the hotline and email
address for various interested parties to contact
with us.
CSBC designates Fubon Securities Co., Ltd. to
deal with shareholder affairs.
No
Yes V V V
Evaluation Item (4) Does the company regularly evaluate the
independence of CPAs?
4. Whether the company has established a channel of
communication with interested parties and set up
stakeholder areas on the company's website and
properly respond to important corporate social
responsibility issues that are of interest to
stakeholders?
5. Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons

Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Reference to the listing and OTC
Code of Corporate Governance
Practice and CSBC
characteristics.
Implementation Status1 Abstract Illustration CSBC has set up a Chinese website
(http://www.csbcnet.com.tw/) to disclose
information regarding the Company’s financials,
business and corporate governance status.
▓There is also English website(http://www.
csbcnet.com.tw/English/ ).
▓CSBC has established a spokesman system to
handle information disclosure.
▓2017.11.6 At the invitation of Risheng Secu
-rities, it will publicly provide a description of the
legal entity: http://www.csbcnet.com.tw/Service
/Investor/StockInformation.htm .
No
Yes V
V
Evaluation Item 6. Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status
of corporate governance?
(2) Does the company have other information
disclosure channels (e.g. building an English
website, appointing designated people to
handle information collection and disclosure,
creating a spokesman system, webcasting
investor conferences)?

Does it violate
independence?
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
no
yes
Assessment
result

none
none none none none
none

none

none


none
Factors affecting accountants’ independence Having a direct or material indirect interests in the Company. (such as
acquire and hold shares, stocks, corporate bonds, loan or other
securities.)
Having financing or guarantee behavior with Company, Company’s
director, or independent director.
Having a significant close business relationship with Company,
Company’s director, independent director, or managers.
Entering into a potential employment negotiations with the Company. Entering into a contingent fee arrangement relating to an audit
engagement.
A member of the assurance team being, or having been a director, or
independent director, or employed in a position to exert significant
influence over the subject matter of the engagement within the last two
years.
The non-assurance service which performed by the firm that would affects
directly a material item of the assurance engagement.
The firm promoting or brokering shares or other securities issued by the
Company.
Besides legally permitted businesses, a professional accountant acting
as an advocate on behalf of the Company in litigation or disputes with
third parties.
Assessing Items
(1)
(2) (3) (4) (5)
(1)
(2)
(1)
(2)
1. Independence is
influenced by
self-interest
threat 2. Independence is
influenced by
self-review
threat
3. Independence is
influenced by
advocacy threat

Does it violate
independence?
ˇ ˇ ˇ ˇ ˇ ˇ
no
yes
Assessment
result


none



none


none


none

none
none
Factors affecting accountants’ independence A member of the engagement team having a close or immediate family member
who is a director, independent director, or officer of the Company or
an employee of the Company who is in a position to exert significant
influence over the subject matter of the engagement.
A former partner within one year of disassociating from the firm joins
the Company as a director, independent director, or officer or is in a
key position to exert significant influence over the subject matter of
the engagement.
A professional accountant accepting gifts or preferential treatment from
Company, the Company’s director, independent director, officer or major
stockholder.
A member of the audit engagement team being informed by a partner of the
firm that a planned promotion will not occur unless the member agrees
with Company’s inappropriate accounting treatment.
A firm being pressured to reduce inappropriately fees, in order to compel
the firm to reduce the extent of work performed.
Does the same accountant performed more than seven years?
Assessing Items (1) (2) (3) (1) (2) (1)
4. The effect on
independence of
familiarity
5. Independence is
influenced by
intimidation
threat 6. Period
evaluation
  1. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)?

  2. (1) Status of employee rights and employee wellness:

    • A. For the benefit of employees, CSBC has signed a group agreement with the trade unions on August 17, 2015, including trade union activities, working hours, salary, bonus, welfare, safety and health, labor relations, human development, retirement Pensions and other working conditions, and in accordance with labor laws and regulations, the provisions of the rules of work and the management requirements, the contents of the staff rights and obligations and welfare items, and regular review to safeguard the rights and interests of employees.

B. CSBC provide considerable welfare measures, in addition to labor insurance, health insurance, and for staff mutual assistance insurance, the other for employees to insure 3 million group accident insurance, foreign travel safety insurance, employee health checks, and cultural and recreational, Activities and other subsidies, the current labor relations are quite harmonious.

  • (2) Employee Concern:

CSBC express its concern for the sincere condolences of the practitioners who are hospitalized due to illness or injury.

CSBC has set “Practitioner’s injury and illness condolence clause " and sent Consolation money to the hospital practitioner colleagues at the Spring Festival, Dragon Boat Festival, the Mid-Autumn Festival.

  • (3) Investor Relations:

CSBC has set up a spokesperson to communicate with investors. CSBC website to set up the investor area service website to expose corporate governance, financial information, shareholder information, contacts and product-related information to provide investors with timely service information. website is: http: // www. Csbcnet.com. Tw.

  • (4) Supplier Relationships:

CSBC suppliers are managed by the Supplier Management Activity Benchmark and the Material Supplier Selection Benchmark. There are long-term supply contracts for good suppliers, and suppliers can match the needs of the company's production and marketing , And to maintain long-term relationship, and the quality of good supply, as the supplier of environmental protection, safety and health issues have been in the "supplier management benchmark" and "material supplier selection benchmark" norms.

48

  • (5) stakeholders rights:

CSBC has set up a spokesman system. There is also a “Stakeholder Area” on the website (http://www.csbcnet.com.tw/Service/InterestedArea.htm). It sorts the topics for each stakeholder to collect the information they want. It also provides the hotline and email address for various interested parties to contact with us.

  • (6) CSBC for the directors to purchase liability insurance situation: CSBC has purchased liability insurance for the directors, insured US$3 million, and submitted 106.8.1 the 16th eighth board report.

49

Course Course Law of Insider Equity Trading Follows
and notice Seminar.
The Global Trend of Sustainable
Development of Corporate Social
Responsibility and the Response
Planning of Operations Management.
An Analysis of the Internal Control
Practices of the Latest Labor Law
Amendments and Recent Corruption
Cases.
Law of Insider Equity Trading Follows
and notice Seminar.
Law of Insider Equity Trading Follows
and notice Seminar.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
Sponsoring Organization Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Accounting Research and
Development Foundation
Accounting Research and
Development Foundation
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Study period To 7/7/2017 8/1/2017 8/1/2017 9/14/2017 11/24/2017 7/21/2017 8/1/2017 7/14/2017 8/1/2017
From 7/7/2017 8/1/2017 8/1/2017 9/14/2017 11/24/2017 7/21/2017 8/1/2017 7/14/2017 8/1/2017
Training
hours
3H 3H 3H 3H 6H 3H 3H 3H 3H
Name Ministry of
Economic Affairs
Representative
CHENG,WEN-LON
Ministry of
Economic Affairs
Representative
TSENG,KUO-CHENG
Ministry of
Economic Affairs
Representative
FANG,MING-CHUNG
Ministry of
Economic Affairs
Representative
CHEN,YUNG-TSUNG
Title Chairman Director Director Director
Global Risk Trends and Business
Opportunity Challenges.
Law of Insider Equity Trading Follows
and notice Seminar.
The Global Trend of Sustainable
Development of Corporate Social
Responsibility and the Response
Planning of Operations Management.
Law of Insider Equity Trading Follows
and notice Seminar.
Law of Insider Equity Trading Follows
and notice Seminar.
Latest Labor Law Amendment to Internal
Control of Recent Corruption Cases .
Board of Supervisors Operational
Practice and Corporate Governance
Workshop.
Law of Insider Equity Trading Follows
and notice Seminar.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
The Institute of Internal
Auditors-Chinese Taiwan
Securities & Futures
Institute
Accounting Research and
Development Foundation
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Taiwan Academy of Banking
and Finance
Securities & Futures
Institute
Taiwan Corporate
Governance Association
4/21/2017 8/11/2017 9/14/2017 7/7/2017 8/1/2017 7/28/2017 8/1/2017 10/20/2017 8/1/2017 7/13/2017 8/11/2017 8/1/2017
4/21/2017 8/11/2017 9/14/2017 7/7/2017 8/1/2017 7/28/2017 8/1/2017 10/20/2017 8/1/2017 7/13/2017 8/11/2017 8/1/2017
6H 3H 3H 3H 3H 3H 3H 6H 3H 3H 3H 3H
Ministry of
Economic Affairs
Representative
HUANG,JIH-CHIN
CPC Corporation,
Taiwan
Representative
YIN,LING-YING
Yue-Li Investment
Corporation
Representative
WANG,SHU-JI
China Steel
Corporation
Representative
Lee,Xin-Min
Ministry of
Economic Affairs
Representative
HUANG,JIH-CHIN
Ministry of
Economic Affairs
Representative
LAN,SYU-CING
Director Director Director Director Director Director
How do company directors, supervisors
and supervision of risk management and
crisis management.
Group governance. Law of Insider Equity Trading Follows
and notice Seminar.
How do directors perform their duty of
care and loyality.
Law of Insider Equity Trading Follows
and notice Seminar.
How do directors perform their duty of
care and loyality.
Mergers and acquisitions scandal
Research and Analysis - From the
perspective of corporate governance.
Talking about the Legal Risk and
Responsibility of Director Dong from
the Major Business Corruption Cases.
Mergers and acquisitions scandal
Research and Analysis - From the
perspective of corporate governance.
How do directors perform their duty of
care and loyality.
How do directors perform their duty of
care and loyality.
Taiwan Corporate
Governance Association
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Taiwan Corporate
Governance Association
Securities & Futures
Institute
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Securities & Futures
Institute
6/13/2017 11/29/2017 8/11/2017 8/1/2017 8/11/2017 8/1/2017 8/1/2017 9/12/2017 9/12/2017 8/1/2017 9/12/2017
6/13/2017 11/29/2017 8/11/2017 8/1/2017 8/11/2017 8/1/2017 8/1/2017 8/1/2017 9/12/2017 8/1/2017 9/12/2017
3H 3H 3H 3H 3H 3H 3H 3H 3H 3H 3H
Kaohsiung City
Representative of
Industrial Labor
Union of CSBC
HOU,DE-LONG
Kaohsiung City
Representative of
Industrial Labor
Union of CSBC
HSIEH,KUO-JUNG

LIN,HUI-JENG
FU,HO-CHUNG
Director Director Independent
Director
Independent
Director
Talking about the Legal Risk and
Responsibility of Director Dong from
the Major Business Corruption Cases.
The Global Trend of Sustainable
Development of Corporate Social
Responsibility and the Response
Planning of Operations Management.
Insider Trading and Corporate Social
Responsibility Symposium of 2017.
B. Managers about corporate governance training Course Course How to be a competent corporate
spokesman.
Prevention of money laundering and
combating the financing of terrorism
practices.
How legal way to protect themselves
facing trial investigation procedures.
Continuing education to the head of
account of issuer firm.
How do directors perform their duty of
care and loyality.
Securities & Futures
Institute
Accounting Research and
Development Foundation
Securities & Futures
Institute
Taiwan Corporate
Governance Association
Sponsoring Organization Securities & Futures
Institute
Accounting Research and Development Foundation Accounting Research and
Development Foundation
9/12/2017 9/14/2017 5/5/2017 8/1/2017 Study period To 12/18/2017 8/18/2017 11/2/2017 7/31/2017
9/12/2017 9/14/2017 5/5/2017 8/1/2017 From 12/15/2017 8/18/2017 11/2/2017 7/28/2017
3H 3H 3H 3H Training
hours
12H 6H 6H 12H

LIEU,DER-MING
Name LIN,FOUNG-TANG LIU,CHUNG-HE SU,CHEN-AN
Independent
Director
Title Executive
Vice
President
Audit
Office
Auditor
General
Department
of
Accounting
Director
We have established CSBC Academy to perform employee training function,total actualtraining fee was NT$ 26,336,000
in 2017,and training hours as follow:
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Item
classes
Male
Female
Male
Female
High level manager training
15
26
1
189
12
Intermediate manager training
15
514
28
2,598
71
Engineering and management
personnel training
47
1,678
195
13,184
1,897
Technical personnel training
76
2,639
50
32,106
178
Total
153
4,857
274
48,077
2,158
Technical apprentice training
6
64
4
8,704
544
Industry-school Corporation
student training
2
40
0
24,128
0
Contractor training
95
4,750
91
16,545
310
D. With the financial information transparent relevant personnel to obtain the relevant authority to indicate the relevant circumstances:
(A).One employee of the audit office of CSBC has obtained the internal auditor's certificate of the internal auditing association of the ROC.
(B). One employee of accounting department of CSBC has obtained the certificate of Accountant professional.
Training hours Female 12
71

1,897

178

2,158

544
0 310
Male
189

2,598

13,184

32,106

48,077

8,704

24,128

16,545
Number of training Female 1
28

195

50

274

4
0 91
Male 26 514 1,678 2,639 4,857 64 40 4,750
Number of classes 15 15 47 76 153 6 2 95
Item High level manager training Intermediate manager training Technical personnel training Total Technical apprentice training Industry-school Corporation
student training
Contractor training
Engineering and management
personnel training
Remarks The third session
convener
The third session
member
The hird session
member
Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member
1 None None
Independence Criteria (Note) 8 ˇ ˇ ˇ
7 ˇ ˇ ˇ
6 ˇ ˇ ˇ
5 ˇ ˇ ˇ
4 ˇ ˇ ˇ
3 ˇ ˇ ˇ
2 ˇ ˇ ˇ

1
ˇ ˇ ˇ
Meets One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience

Has work
experience in the
areas of commerce,
law, finance, or
accounting, or
otherwise necessary
for the business of
the Company
ˇ ˇ ˇ


A judge, public prosecutor,
attorney, Certified Public
Accountant, or other
professional or technical
specialist who has passed a
national examination and
been awarded a certificate
in a profession necessary
for the business of the
Company
- ˇ -

An instructor or higher
position in a
department of
commerce, law, finance,
accounting, or other
academic department
related to the business
needs of the Company
in a public or private
junior college, college or
university
ˇ ˇ ˇ
Criteria Name LIEU,
DER-MING
LIN,
HUI-JENG
FU,
HO-CHUNG
Title Independent
Director
Independent
Director
Independent
Director
B. Attendance of Members at Remuneration Committee Meetings
There are 3 members in the Remuneration Committee. The total of 2 (A) Remuneration Committee meetings were held in 3/8/2107 and
11/1/2017. The attendance record of the Remuneration Committee members was as follows:
Remarks The Third session member
(August 9, 2016 to June 22, 2019)
The Third session member
(August 9, 2016 to June 22, 2019)
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of
the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration
committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration
committee, the circumstances and cause for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in
writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should
be specified: None.
The third session convener
(August 9, 2016 to June 22, 2019)
Attendance Rate
(%)【B/A】
100% 100% 100%
By Proxy 0 0 0
Attendance
in Person(B)
2 2 2
Name LIEU, DER-MING LIN, HUI-JENG FU, HO-CHUNG
Title Convener Committee
Member
Committee
Member
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 (1) The Company has established the Corporate Social
Responsibility Policy and the Principles of Corporate
Social Responsibility, which have been reviewed and
adopted by the board. In terms of the system, the
Company has established the Corporate Social
Responsibility Committee, which convenes two
regular meetings each year to review the fulfillment of
corporate social responsibility and implementation of
corporate governance by the Company.
(2) Every year, the company dispatches staff to
participate in CSR-related seminars or seminars. When
necessary, it also conducts a special report on
corporate social responsibility to members of the
“Corporate Social Responsibility Committee”.
(3) The Department of Planning serves as the
dedicated unit of the Company to be in charge of
establishing a corporate social responsibility policy
and promoting a corporate social responsibility
system. So far, the Corporate Social Responsibility
Policy and the Principles of Corporate Social
Responsibility have been established in accordance
with the Corporate Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed Companies, and
reviewed and adopted by the board, to serve as the
No
Yes


Evaluation Item 1. Corporate governance implementation
(1) Has the Company established its corporate social
responsibility policy or system and reviewed the
results of implementation?
(2) Does the Company organize educational training
on corporate social responsibility on a regular
basis?
(3) Has the Company established an exclusively (or
concurrently) dedicated unit that consists of
first-line managers authorized by the board to be in
charge of promoting corporate social responsibility
and reporting the promotion status to the board?
(4) Has the Company established a reasonable
remuneration policy, integrated the employee
performance appraisal system with its corporate
social responsibility policy, and set up a clear and
effective reward and discipline system?
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons

Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 basis for such promotion and implementation. An
additional report will be submitted to the board when
necessary.
(4) For the remuneration policy of the Company, such
factors as the working conditions, professional
knowledge and skills, difficulty of work, and
responsibilities constitute the relative value criteria for
evaluating each position. Moreover, a pay scale (or
points) is created to calculate the basic remuneration
for each position. These measures are to ensure the
reasonableness and fairness of jobs in the
organization. Through such measures together with
merit bonuses, performance bonuses, employee
bonuses, and other remuneration schemes, the
Company strives to motivate employees to increase
productivity, guarantee a good quality of life and
employment for employees, and fulfill its social
responsibility in conjunction with the corporate social
responsibility policy.
The Company has established the Directions
Governing Annual Employee Appraisals and Bonus
Pays for conducting appraisals at the end of each year,
and the Directions Governing Rewards and
Punishments for Employees for rewarding and
No
Yes
Evaluation Item
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons








Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 imposing punishments on employees. (1) As the leading company in shipbuilding in Taiwan,
we strive to develop a sustainable environment by
introducing new technologies that improve the
efficiency in the use of energy resources (for example,
614,464 kWh of the electrical energy was saved and
326,895 tons of CO2e reduced in 2015 after the
installation of throttle control valves for the air
compressors), and by putting more effort into
controlling the use of fuel, water resources, kinetic
and electrical energy of the moving air. In addition, the
Company continues to improve the recycling,
treatment, and reuse of wastewater. About 40,406
tons of recycled water was used in 2015.
(2) In response to the international trend and
stakeholder’s requirements, we have established an
environment management system for every
department, and have the certification of ISO 14001:
2015.
(3)The verification was performed on the basis of ISO
14064-1, CNS 14064-1 and Environmental Protection
Administration
Executive
Yuan,
R.O.C(Taiwan)
Guideline for greenhouse gas verification to execute
consistent GHG emission self-inspection. The reviews
of the Inventory and relevant documents have provided
CSBC corporation with sufficient evidence to
No
Yes

Evaluation Item 2. Sustainable environment development
(1) Does the Company endeavor to utilize various
resources more efficiently and use renewable
materials which have low impact on the
environment?
(2) Has the Company established an environmental
management system that is appropriate to the
characteristics of the industry?
(3) Does the Company monitor the impact of climate
change on its operations, conduct greenhouse gas
inspections, and develop strategies for energy
conservation, carbon reduction, and greenhouse
gas reduction?
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons




Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 determine the fulfillment of stated criteria. Total
greenhouse gas emissions of whole company in 2015
is 66,004 tonnes of carbon dioxide equivalent. Total
greenhouse gas emissions of whole company in 2016
is 64,322 tonnes of carbon dioxide equivalent.
(1) The Company complies with labor-related
regulations, places importance on the internationally
accepted principles for fundamental labor rights, and
has entered into a collective agreement with the
corporate labor union. Moreover, the Company has
established work rules and various management
regulations which explicitly stipulate the rights,
obligations, and benefits of employees in accordance
with labor-related laws and regulations, and has
established a corporate labor union and convened
meetings with employees in accordance with the law
to sufficiently protect the legal rights and interests of
employees. The recruitment, selection, promotion,
pay, holidays, pension, and other benefits of
employees of both genders not only conform to the
regulations and the principle of equality, but even go
beyond the requirements and standards. The basic
salary and remuneration for female employees are the
same as those for male employees in spite of the
differences in gender, duties, and place of work.
Besides, female employees are entitled to menstrual
No
Yes





Evaluation Item 3. Preserving public welfare
(1) Has the Company established appropriate
management policies and procedures according to
relevant regulations and the International Bill of
Human Rights?
(2) Has the Company set up an employee grievance
mechanism or channel to handle complaints in an
appropriate manner?
(3) Does the Company provide a healthy and safe work
environment and organize training on health and
safety for its employees on a regular basis?
(4) Does the Company provide a communication
channel with employees on a regular basis, as well
as reasonably inform employees of any changes in
operations that may have a significant impact on
them?
(5) Does the Company provide its employees with
effective career competency development and
training programs?
(6) Has the Company established any consumer
protection policies and complaint procedures
regarding its research, development,
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 leave as well as maternity and parental leave for
unlimited times and periods.
(2) In addition to the Guidelines for Handling
Complaints of Employees and the Organizational Rules
for the Employee Complaint Handling Committee, the
Company has set up a grievance committee to handle
employee complaints. The grievance committee
consists of five employer representatives and two
employee representatives, totaling seven members.
When necessary, the grievance committee may
request the complainants or their supervisors and
other personnel related to the complaint cases to
attend meetings and provide explanations in order to
handle the complaints in an appropriate manner.
The Company has also established the Guidelines for
Sexual Harassment Prevention, Complaint
Investigation, and Imposition of Punishment and set
up a complaint review committee. Consisting of seven
to fifteen members, the complaint review committee
is responsible for handling sexual harassment
complaints.
(3) The collective agreement of the Company
stipulates matters concerning safety and health, as
follows, in accordance with labor regulations to offer
its employees a healthy and safe work environment:
A. Conducting general physical examinations for its
No
Yes

Evaluation Item procurement, production, operation, and service
processes?
(7) Does the Company market and label its products
and services according to relevant regulations and
international standards?
(8) Does the Company evaluate the records of
suppliers’ impact on the environment and society
before starting a business with such suppliers?
(9) Do the contracts between the Company and its
major suppliers include termination or dissolution
clauses which come into force once the suppliers
breach the Company’s corporate social
responsibility policy and cause a significant impact
on the environment and society?
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Implementation Status1 Abstract Explanation2 employees on a regular basis and physical
examinations for the personnel who work in special
environments on an annual basis;
B. Establishing clinics and employing qualified medical
personnel to provide medical advice and treatment
to employees and their spouses and other
immediate family members;
C. Organizing professional training and safety and
health training for its employees;
D. Providing safety equipment and protective gear and
regularly inspecting such equipment and gear to
ensure the safety of employees at work;
E. Establishing the Occupational Safety and Health
Committee and the Department of Occupational
Safety and Health to carry out management tasks
regarding the safety and health of employees;
F. Proposing remedies at meetings of the Occupational
Safety and Health Committee or meetings with
employees in the event that the workplace and
production equipment affect the health and safety
of employees.
(4) The Company provides the following
communication channels with employees on a
No
Yes
Evaluation Item
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons

Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Implementation Status1 Abstract Explanation2 regular basis:
A. Convening regular meetings with employees as a
common communication channel between
employers and employees;
B. Requesting the participation of top-level managers
and department heads in the meetings of member
representatives of the corporate labor union, in
order to facilitate communication with employees;
C. Appointing four employees as directors of the
Company to take part in decision making and
operation of the board of directors.
(5)To develop effective career competency
development and training programs for its employees,
the Company design the Competency Development
and Management System for employees . The
Company have finished the Competency model for
forman, intermediate manager, engineering and
management personnel. And also have established
"Job Description" Information System Management
Mode. Fully develop the "Human Resource
Development Management Model" based on
competency functions. Gradually enhance company
human resources management.
(6) The Company has developed a spokesman system,
No
Yes
Evaluation Item
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons

Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Based on the Corporate Social
Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies and company
characteristics
Implementation Status1 Abstract Explanation2 set up an independent director mailbox, and
established consumer protection policies and
complaints procedures regarding its research,
development, procurement, production, operation,
and service processes.
(7) The Company markets its products and services
according to relevant regulations of the Republic of
China and international standards.
(8) The Company evaluates all suppliers and makes
sure that they do not have records of causing major
impact on the environment and society before starting
a business with them.
(9) The Company evaluates all suppliers to make sure
that they do not have records of causing major impact
on the environment and society, and enters into a
supply agreement which contains clauses that allow
termination or dissolution of the agreement at any
time with them before starting a business with them.
CSBC discloses Financial Report, Annual General
shareholders’ Meeting Handbook, CSR Report, etc. in
Annual Report and on the website.(Website: http://
www.csbcnet.com.tw/ Service/Investor)
No
Yes
Evaluation Item 4. Enhancing information disclosure
(1) Does the Company disclose relevant and reliable
information regarding its corporate social
responsibility on its website and the Market
Observation Post System?
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Deviations from the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
5. If the Company has established its corporate social responsibility principles based on the Corporate Social Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies, please describe any discrepancy between the principles and their implementation:
The Company has established the Principles of Corporate Social Responsibility based on the Corporate Social Responsibility Best-Practice Principles for
TWSE/TPEx Listed Companies for implementation purposes.
6. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices:▲See below for more details. 7. A clear statement shall be made if the corporate social responsibility reports of the Company have passed the verification standards set by relevant
certification bodies:
CSBC 2017 Corporate Social Responsibility Report has not been verified by a third party, but meets the requirements of the GRI Standards core
options, as well as the AA1000 guarantee Standard type 1 medium guarantee rating.
Notes: The Company strives to promote (1) environmental protection, energy conservation, and carbon reduction (2) social and community
services (3) safety and health activities and (4) industry-academia collaboration and talent training. While taking into consideration
the operating profits, the Company places equal emphasis on social benefits and fulfills its corporate social responsibility based on
the philosophy “giving back to society”. The descriptions of the mechanisms and measures adopted for the four major activities
mentioned above and their implementation status are as follows:
(1) Environmental protection, energy conservation, and carbon reduction: See “2. Sustainable environment development” in the
Implementation Status1 Abstract Explanation2
No
Yes
Evaluation Item
The Company is committed to social and community engagement. Having established the Directions Governing the Use and Review of Neighborhood Service Funds, the Company prepares a budget on an annual basis to engage in neighborhood services. In 2017, the Company spent a total of$1,580,000 on sponsoring neighborhood activities (including sports and recreational activities of different agencies and schools, activities for village and community residents, the Salvation Ceremonies for the Ghost Festival, volunteer meet-ups, energy conservation and environmental protection events, and club activities) in the Siaogang area in Kaohsiung and on Hoping Island in Keelung ($1,180,000 for the Kaohsiung Yard and $400,000 for the Keelung Yard). For the major cultural and social care activities conducted in2017, please refer to Page 00 of the Chinese version of the Annual Report. (3) Safety and health activities: All levels of the company have a strong determination to maintain occupational safety and health. The labor safety and hygiene department is set as a dedicated unit to supervise the company's safety and health work. All safety and sanitation engineers and safety personnel are assigned to each site to perform on-site safety and health. jobs. On the internal website, websites such as "Occupational Disaster Notification," "Safety Bulletin," and "Work Safety Propaganda Information" have been established for employees to read and use, thereby enhancing employees' awareness, experience and resilience of IGS. In order to prevent occupational safety accidents, provide a friendly working environment, and ensure the safety of employees and contractors, the company has successively introduced the occupational safety and health management system
since 1996, and obtained international certification of OHSAS 18001 occupational safety and health management system in 1997. Obtained DNV charter certificate. In the following year, the TOSHMS Taiwan Occupational Safety and Health Management System was internationally verified and the DNV charter certificate was obtained. Since then, the company's occupational safety and health management work has been officially and systematically progressed toward systematic management. Since then, Taiwan Shipbuilding Company has passed the OHSAS 18001 and CNS 15506:2011 (formerly TOSHMS) occupational safety and health management system certification audits in 106 years and obtained BV charter certificates. (4)Industry-academia collaboration and talent training: 1. Training for talent in engineering management The Company attracts and engages young talent through work study programs conducted with schools and industry-academia collaboration projects, so as to continuously achieve innovation and advancement. To cultivate and recruit talents in the shipbuilding-related fields and attract outstanding students who are interested to the shipbuilding industry, the Company offers scholarships to students currently enrolled in the master’s programs in naval architecture, marine engineering, electrical engineering, ocean engineering, shipping and transportation management, transportation science, and other related fields at the Taiwan University, Cheng Kung University, Taiwan Ocean University, Kaohsiung Marine University, SUN Yat-Sen University, National Defense University Institute of Technology.. In 2017, the Company selected 12 students enrolled in the master’s programs in vessel or marine-related fields through a
screening process and awarded each of them with NT$60,000 per semester, as a way to encourage students to strive for progress and engage in research and development. These awardees are obligated to work for the Company after graduation, and the period of their service must not be shorter than the period during which they receive the scholarships. 2. Training for talent in technology To develop and improve technologies and enhance the expertise of employees, the Company followed previous examples and took part in the work study programs under the 1+3 Cultivation Program through Collaboration among Industry, Academia, and
Training
Institutions,
which
was
jointly
organized
by
Fortune
Institute
of
Technology
and
the
Kaohsiung-Pingtung-Penghu-Taitung Regional Branch of Workforce Development Agency, Ministry of Labor, in 2017. The Company offered internships and monthly internship allowances to 15 of the students in the program. These students are required to receive practical training in regard to welding and cold work from August 1, 2018 to June 30, 2021. At present, 26 students are receiving such training in the yards. Moreover, another 28 students in the industry-academia collaboration program conducted with the Chung-Cheng Industrial High School and Kaohsiung Marine University have been undergoing internships that will end on June 30, 2021 in the yards.
3. Training for talent in marine technology
To cultivate talents in shipbuilding, the Company works with the Taiwan University, Cheng Kung University, Taiwan Ocean
University, and Kaohsiung Marine University and offers the practical training program, Emerging Marine Affluent, to students of
relevant departments during winter and summer vacations. The Intermediate Level Emerging Marine Affluent Program lasts four
weeks, while the Advanced Level Emerging Marine Affluent Program lasts six weeks. In2017,31 students participated in the
intermediate level program, and 19 students in the advanced level program, at the yards.
3.3.6 Ethical Corporate Management
Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Deviations from “the
Ethical Corporate
Management
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and Reasons
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
Implementation Status1 Abstract Illustration (1)We have established Code of Ethics to declare
ethical corporate management policies,and
also established Code of Ethics and Conduct
for Directors and First-Level or Higher
No
Yes V
Evaluation Item 1. Establishment of ethical corporate management
policies and programs
(1) Does the company declare its ethical corporate
management policies and procedures in its
guidelines and external documents, as well as
the commitment from its board to implement
Reference to the listing and OTC Code of Ethical Corporate Practice and CSBC characteristics. Reference to the listing and OTC Code of Ethical Corporate Practice and CSBC characteristics.
Management, Code of Ethics for Employees of CSB, Procedures for Ethical Management and Guidelines for Conduct .The query website is available at: http://www.csbcnet.com.tw Investor Zone. (2) We have established Procedures for Ethical Management and Guidelines for Conduct to prevent unethical conduct with clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies. The query website is available at: http://www.csbcnet.com.tw Investor Zone. (3)We have established Code of Ethics to prevent against the following: (I) Offer and acceptance of bribery. (II) Provision of illegal political donations. (III)Improper charitable donation or sponsor ship. (IV) Provision or acceptance of unreasonabl e gift, entertainment or other undue i nterests. (V)Infringement of business secrets, tradema rk, patents, copyrights, and other intell
V V
the policies? (2) Does the company establish policies to prevent unethical conduct with clear statements regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies? (3) Does the company establish appropriate precautions against high-potential unethical conducts or listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies?









Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
ectual property rights.
(VI) Engagement in unfair competition.
(VII) Direct or indirect harm to the rights,
health, and safety of consumers or oth
er stakeholders during the research an
d development, procurement, productio
n, provision or sale of products and se
rvices.
(1)We holds annual business meetings, conveying
our integrity requirements to all our business
partners. In addition, an ethic-related clause is
included in every business contract.
(2)To
perfect
the
management
of
ethical
operation, various internal units of the
Company shall undertake the following tasks,
while the Audit Office shall supervise the
execution of such tasks and make regular
reports to the board of directors.
(I) Planning Department:
1. Help incorporate ethics and moral
value into the Company’s business
strategy.
2. Recommend on the adjustment of
internal
organization
and
V
2. Fulfill operations integrity policy
(1)Does the company evaluate business partners’
ethical records and include ethics-related
clauses in business contracts?
(2)Does the company establish an exclusively (or
concurrently) dedicated unit supervised by the
Board to be in charge of corporate integrity?
responsibilities;
establish
mutual
supervision,
check
and
balance
mechanism for business activities with relatively higher risk of unethical behaviors in the Company’s scope of business. (II) Legal Affairs Office: In coordination with the laws, ensure the
effective
execution
of
the
Precautionary
Solutions
for
ethical
management and the relevant standard operating procedures in each solution. (III) Management Department: 1. Set down the “Ethical Management Operating Procedures and Behavior al Guidelines” (including the Precaut ionary Solutions and the reporting s ystem, whistleblower (reporter) prot ection procedures and behavioral gu idelines). 2. Promotion and coordination of the ethical management policy publicity and training. (IV) Audit Office: 1. Accept reports and undertake repor ter protection affairs, ensuring the effective execution. 2. Assist the board of directors and t he management in investigating and evaluating the effective operation of the precautionary measures estab lished for the practical implementati
Reference to the listing
and OTC Code of Ethical
Reference to the listing
and OTC Code of Ethical
Reference to the listing
and OTC Code of Ethical
Corporate Practice and CSBC characteristics. Reference to the listing and OTC Code of Ethical Corporate Practice and CSBC characteristics. Reference to the listing and OTC Code of Ethical Corporate Practice and
on of ethical management, and con duct regular compliance assessment on the relevant business workflows and compile reports on that. (3) We have established Code of Ethics , Code of Ethics and Conduct for Directors , First-Level or Higher Management, Code of Ethics for Employees of CSB, Procedures for Ethical Management and Guidelines for Conduct , to prevent conflicts of interest and provide appropriate communication channels, and implement it. (4)We have established accounting and internal control systems to ensure integrity in our
operations.
(5) For new employees, training on ethical rules, conflicts of interest, business morals, and all other related subjects are carried out during their first week of work.Employees are required to receive integrity training .
V V V
(3)Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? (4)Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and
are they audited by either internal auditors or
CPAs on a regular basis? (5)Does the company regularly hold internal and external educational trainings on operational integrity?
CSBC characteristics.
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
(1)We have established various reporting channels
so that employees and relevant people can
report improper business behaviors through the
system. After a confidential investigation,
anyone who violates the regulations on
operational integrity will be punished according
to the Company’s regulations on reward and
punishment. In cases of illegal conduct, legal
actions will be taken as well.
(2)We have establish Procedures for Ethical
Management and Guidelines for Conduct
authorized by the Board which could be applied
on any confidential investigations .
(3) We have establish Code of Ethics ,Procedures
for Ethical Management and Guidelines for
Conduct to take whistleblower protection
seriously since the core purpose is protection
from unlawful reprisal for diligent employees
who step forward to identify potential
wrongdoing. We has a dedicated hotline for
whistleblower protection whether first-line
managers and the Board if necessary, can

V
v
v
3. Operation of the integrity channel
(1)Does the company establish both a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(2)Does the company establish standard
operating procedures for confidential reporting
on investigating accusation cases?
(3)Does the company provide proper
whistleblower protection?
Reference to the listing
and OTC Code of Ethical
Corporate Practice and
CSBC characteristics.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.
There have been no differences.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and
amend its policies).
(a) To implement the basics of ethical corporate management policies, We operate under the Company Act, Securities and Exchange Act,
Businesses Entity Accounting Act, related regulations for TWSE/TPEx-Listed Companies, and other laws and decrees concerning business
transactions.
(b) For more detailed information, please refer to the Company’s official website: //www.csbcnet.com.tw Investor Zone..
directly review and determine appropriate
actions against reprisal of complaints.
(1) We have established Code of Ethics , Code of
Ethics and Conduct for Directors , First-Level or
Higher Management, Code of Ethics for
Employees of CSB, Procedures for Ethical
Management and Guidelines for Conduct have
been posted on the Company’s Chinese /
English website and MOPS.
v
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?

3.3.7 Corporate Governance Guidelines and Regulations

Please refer to the Company’s website at http://www.csbcnet.com.tw /English/ServiceEng/InvestorEng.htm.

3.3.8 Other Important Information Regarding Corporate Governance : None

3.3.9 Internal Control Systems

Please refer to page 65 of the Chinese annual report.

3.3.10 Major Resolutions of Shareholders’ Meeting and Board Meetings

Item Date Major resolutions
Board meeting 22,03,2017






1. Approval of the 2016 Financial Statements and
Consolidated Financial Statements.
2. Approval of the 2016 business report.
3. Because no Pre - tax benefits,the 2016 Directors
remuneration and Employee reward will not be
paid.
4. Approval of the proposal for 2016 Deficit
Compensation.
5. Approval of amendment to the ”Procedures for
Acquisition or Disposal of Assets”.
6. Approval of held 2017 annual meeting of
shareholders on 2017/6/21.
7. Approval of issue a notice to accept the written
proposal of the shareholder.
8. Approval of the 2016 Statement of Internal
Control Systems.
9. Approval of the 2016 financial statements
(include consolidated financial statements) and
filing returns assessed and certified by PwC
Taiwan.
10.The first quarter of 2017 accountants of
Governing Auditing and Certification of Financial
Statement be changed from Liu, Tzu-Meng and
Lin, Tzu-Shu to Wang,kuo-hua and Wu,chien-chih.
11.For Improve the financial ratio、increase Working
capital、Capital expenditure plan and
re-investment plan,raising funds used in 3-5
years.
12. Approval of that LIN, FOUNG-TANG promoted
from Business Supervision to Vice General
Manager.
13. Approved the job transfer of Wang Hai-tao Vice
General Manager and WEI, CHENG-TZU General
Manager.
14. Approved the units and duties change of seven
first-level supervisor.
15. Approved Change Keelung yard Acting General
Manager TANG, JUNG-KUEI to hold a concurrent
post as a director of LANJIE CO., LTD.
16. Approved Change Machinery Works Deputy
General Manager GUO, KUEN-CHERNG to hold a
concurrent post as a director of Blue Ocean

76




Wind Power Engineering (Hong Kong) Limited.
17. Approval of Executive Vice President TSENG,
KUO-CHENG to hold a concurrent post as a CEO
of SDCC (Submarine Development Center of
CSBC).
18. For Improve the LLC 6 crane replacement
upgrade investment plan in Kaohsiung Yard.
19. For improve the 350 tons GOC crane
replacement upgrade investment plan in
Kaohsiung Yard. Approved of revised "Directions
of commission payment for attract business".
20. Approved of revised "Directions of commission
payment for attract business".
Board meeting 05,10,2017 1. Approval of amendment to the ”Budgeting
Management Practices”.
2. Approval of the hierarchy of Technology and
service category from 14 upgrade to 15.
3. Approved the job transfer of 5 supervisors.
Board meeting
(extraordinary)
06,21,2017 1. Approve of by negotiating with the shipowner to
amend the H.1057 contract.
shareholders
meeting
21,Jun,2017 1. Recognizes that the number of affirmative rights
in the business report and financial report for
the year 105 accounted for 98.9% of the voting
rights of the attending shareholders, which was
passed in the case.
2. Recognizing the profit and loss appropriation for
the year of 105, the pro-weight equity accounted
for 98.57% of the voting rights of the share
-holders attending the meeting. The case was
passed as approved.
3. Resolved to amend the company's "get or
dispose of key points of asset management"
case, the pro-weight equity accounted for
98.58% of the voting rights of the shareholders,
which was passed in the case
Board meeting 08,01,2017 1. Approve of General manager appointed.
2. Approve
of
procedures
for
seal
stamp
management.
3. Approval
of
Executive
Vice
President
Cheng-Tzu Wei to hold a concurrent post as a
President of CSBC Coating Solutions Co., Ltd.
4. Approval of that Chih-Ming Chou promoted from
Design Department Director to Vice General
Manager.
5. Approved the job transfer of 5 supervisors.
Board meeting 11,03,2017 1. Consent for more than half of the capital loss
report.
2. Approval of the Proposal for 2017 Q3 Deficit
Compensation.
3. Approved the Capital Reduction.
4. Approved the issuance of new common shares
in private placement.
5. Approval
of
held
2017
extraordinary

77

shareholders' meeting on 2017/12/21.
6. Approval of "2018 Annual Audit Plan".
7. Approve of for Improve the financial ratio、
increase Working capital、Capital expenditure
plan and re-investment plan,raising funds
used in 3-5 years again.
8. For Improval the #2 pier RS31 ground loading
upgrade plan in Kaohsiung Yard.
9. Approve of make the comapny “Seafarers’
working regulations”.
10. Approval of amendment to the company
“Employee
shareholding
trust
subsidy
regulations”.
11. Approval
of
amendment
to
the
"Audit
Committee Charter".
12. Approval of amendment to the "Rules of
Procedure for Board of Directors’ Meetings ".
13. Approval of amendment to the "Regulations on
Scope of Responsibilities of Independent
Directors".
14. Approved the job transfer of 3 supervisors.
Board meeting
(extraordinary)
11,22,2017 1. Approval of amendment to the ”Procedures for
Acquisition or Disposal of Assets”.
2. Approval of the Company's 2018 Annual
Operating Plan.
3. Approval of LANJIE CO., LTD director's part time
reward and traced back to 2017.3.29.
Interim
Meeting of
Shareholders
21.Dec,2017 1.Recognizing the financial report for the third
quarter of 2006, the pro-weight equity ccounted
for 98.96% of the voting rights of the attending
shareholders, and this case was passed as app
-roved.
2. Recognizing the loss compensation in the first
three quarters of 2006, the pro-weight equity
accounted for 98.9% of the voting rights of the
attending shareholders, and the case was
passed.
3. In the case of a resolution to reduce losses or
make up for losses in the mid-term, the
pro-weight equity accounted for 98.88% of the
voting rights of the shareholders present, and
the case was passed.
4. Resolving to handle the private equity common
stock capital increase case, the pro-weight equity
accounted for 98.71% of the voting rights of the
attending shareholders, and the case was
passed.
5. Resolved to amend the company's "get or
dispose of key points of asset management"
case, the pro-weight equity accounted for
98.97% of the voting rights of the attending
shareholders, the case was passed.

78

Board meeting 03.23.2018 1. Approval of the 2017 Financial Statements and
Consolidated Financial Statements.
2. Approval of the 2017 Business report.
3. Approved 2017 not to issue reward (bonuses)
for directors and employees because the
company has no Pre-tax benefits.
4. Approval of held 2018 annual meeting of
shareholders on 2018/6/28.
5. Approval of announcement to accept the
written proposal of the shareholder.
6. Approval of the 2017 Statement of Internal
Control Systems.
7. Approval of the 2018 financial statements
(include consolidated financial statements) and
hire PwC Taiwan to process tax declaration visa.
8. Approved the revision of the company’s
“Competition Prohibition and Confidentiality
Regulations when employees departure”,and
rename to“Confidentiality Regulations of
employees and after they departure"
9. Approved of revised "Remuneration Committee
Charter "
10. Approved of the number of employees required
by the company.

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

79

3.3.12 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D.

12/31/2017
Title Name Date of
Appointment
Date of
Termination
Reasons for
Resignation or
Dismissal
President CHEN,LIE-LIN 07/04/2012 07/31/2017 Retirement

3.4 Information Regarding the Company’s Audit Fee and Independence 3.4.1 Audit Fee

Accounting Firm Accounting Firm Name of CPA Period Covered by CPA’s Audit Remarks
PriceWaterHouseCoopers W GH/ -
ang, uo-ua
2017.01.01~2017.12.31
Wu, Chien-Chih

Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.

Unit: NT$ thousands

Accounting
Firm
PriceWater
HouseCoopers
Name of
CPA
Non-audit Fee Non-audit Fee Non-audit Fee Period
Audit
System
of
Design
Company
Registration
Human
Resource
Others Subtotal
Covered by Remarks
Fee
CPA’s Audit
Wang,
Guo-Hua
1,800 - - - - - 2017.1.1~ -
2017.12.31
Wu,
Chien-Chih

3.4.2 Replacement of CPA : Not Applicable.

3.4.3 Audit Independence

CSBC Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2017.

Accounting Firm Name of CPA Period Covered by
CPA’s Audit
Remarks
PriceWaterHouseCoopers Wang,
Guo-Hua/
PriceWaterHouseCoopers

Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the

80

company shall report the information regarding the audit period covered by each CPA and the replacement reason.

Unit: NT$ thousands

Accounting
Firm
Name
of CPA


Audit
Fee
Non-audit Fee Non-audit Fee Period
Covered by
CPA’s Audit
Remarks
System of
Design

Company
Registration
Human
Resource
Others Subtotal
PriceWater
HouseCoopers
Liu,Tzu-
Meng
1,800 - - - - - 2016.1.1~
2016.12.31
-
Lin,
Tzu-Shu

3.4.2 Replacement of CPA : Not Applicable.

3.4.3 Audit Independence

CSBC Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2016.

3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders

Unit: Shares Unit: Shares Unit: Shares Unit: Shares
Title Name 2017 As of Mar. 31, 2018
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Director Ministryof Economic Affairs 0 0 0
0
Representative CHENG,WEN-LON 100,000 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative CHEN,YUNG-TSUNG 0 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative Huang,YING-FANG 0 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative FANG,MING-CHUNG 0 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative CHEN,LIE-LIN(Note 1) 0 0 -
-
Representative TSENG,KUO-CHENG(Note 1) 0 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative HUANG,JIH-CHIN 0 0 0
0
Director Ministryof Economic Affairs 0 0 0
0
Representative LAN,SYU-CING 0 0 0
0
Director CPC Corporation,Taiwan 0 0 0
0
Representative LEE,SHAO-YI(Note 2) 0 0 -
-
Representative YIN,LING- YING(Note 2) 0 0 0
0

81

Title Name 2017 2017 As of Mar. 31, 2018 As of Mar. 31, 2018
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Director China Steel Representative 0 0 0
0
Representative Lee Xin-Min 0 0 0
0
Director Yue-Li Investment
Corporation
0 0 0
0
Director Kaohsiung City
Representative of Industrial
Labor Union of CSBC
0 0 0
0
Representative HOU,DE-LONG 0 0 0
0
Director Kaohsiung City
Representative of Industrial
Labor Union of CSBC
0 0 0
0
Representative HSIEH,KUO-JUNG 0 0 0
0
Independent
Director
LIN, HUI-JENG 0 0 0
0
Independent
Director
FU, HO-CHUNG 0 0 0
0
Independent
Director
LIEU, DER-MING 0 0 0
0
Chairman of the
board of directors
CHENG, WEN-LON 100,000 0 0
0
Manager CHEN,LIE-LIN(Note 1) 0 0 -
-
Manager WANG,HAI-TAW(Note 3) 0 0 -
-
Manager TSENG,KUO-CHENG 0 0 0
0
Manager CHANG,CHIEH-TE 0 0 0
0
Manager LIN,FOUNG-TANG(Note 3) 0 0 0
0
Manager WEI,CHENG-TZU(Note 3) 0 0 0
0
Manager CHOU,CHIH-MING(Note 4) 0 0 0
0
Manager SU,CHEN-AN 0 0 0
0
Manager HSIEH,LING-LING 0 0 0
0
Major shareholder Ministryof Economic Affairs 0 0 0
0

Note 1: On 2017/08/01, The director and manager CHEN, LIE-LIN was retired. TSENG, KUO-CHENG assumed the position.

Note 2: On 2017/5/1, CPC Corporation, Taiwan reappointed YIN, LING- YING as a director.

Note 3 : On 2017/3/23, the manager WANG, HAI-TAW was retired. The manager LIN, FOUNG-TANG and WEI, CHENG-TZU assumed the position.

82

Note 4: On 2017/8/1, the manager CHOU, CHIH-MING assumed the position.

3.5.1 Shares Trading with Related Parties: None

3.5.2 Shares Pledge with Related Parties: None

3.6 Relationship among the Top Ten Shareholders

Name Current Shareholding Current Shareholding Spouse’s/
minor’s
Shareholdin
g
Spouse’s/
minor’s
Shareholdin
g
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Re
ma
rks
Shares % Shares % Shares % Name Relationship
Ministry of Economic
Affairs
249,612,540 33.57% 0 0 0 0 1. CPC
Corporatio
n, Taiwan
2. China Steel
Corporatio
n

1. Holding
100% shares
of CPC
2. The major
shareholder
of CSC
Yuanta Commercial Bank
Trust Account
Representative:
Chu,Che-Yi
59,970,030 8.07% 0
0
0
0
None
The shareholder doesn’t provide.
None
CPC Corporation, Taiwan
Responsible person:
Tai,Chein
47,030,687 6.33% 0
0
0
0
Ministry of
Economic
Affairs
The shareholder doesn’t provide.
Ministry of
Economic
Affairs is the
only
shareholder.
China Steel Corporation
Responsible person:
Weng,Chao-Dong
18,414,641 2.48% 0
0
China Steel
Express
Corporation
11,162 shares
0.0015
%
Ministry of
Economic
Affairs
The shareholder doesn’t provide.
Ministry of
Economic
Affairs is the
major
shareholder.
iShare Emerging Markets
ETF
6,759,000 0.91% 0 0 0 0 None None
Bureau of Labor Funds
-Labor Pension Fund
Representative:
Tsay,Feng-Ching
5,870,480 0.79% 0
0
0
0
None
The shareholder doesn’t provid
None
Yue-Li Investment
Corporation
Responsible person:
Chen,Xiu-Neng
5,246,336 0.71% 0
0
0
The shareholder doesn’t
0
None
provide.
None
FINI Dimensional
Emerging Markets Value
Fund
4,941,653 0.66% 0 0 0 0 None None
JPMorgan Chase Bank
N.A., Taipei Branch in
custody for Vanguard
Total International
Stock Index Fund, a
series of Vanguard Star
4,375,100 0.59% 0 0 0 0 None None

83

Name Current Shareholding Current Shareholding Spouse’s/
minor’s
Shareholdin
g
Spouse’s/
minor’s
Shareholdin
g
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Name and Relationship
Between the Company’s
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Re
ma
rks
Shares % Shares % Shares % Name Relationship
Funds
DFA Emerging Markets
Securities Fund
3,534,150 0.48% 0 0 0 0 None None

3.7 Ownership of Shares in Affiliated Enterprises

Date106.12.31

Name of Subsidiary CSBC CSBC directors, supervisors,
managers, directly or indirectly
controlled bythe Company
directors, supervisors,
managers, directly or indirectly
controlled bythe Company
Comprehensive
investment
Comprehensive
investment
No. of shares held Stockholding (%) No. of shares held Stockholding (%) No. of shares held Stockholding (%)
CSBC Coating
Solution Corporation
8,750,000 70% 0 0% 8,750,000 70%
Blue Ocean Wind
Power Engineering
(H.K.)Ltd.
USD7,000 70% 0 0% USD7,000 70%
Blue Ace
Corporation
1,750,000 70% 0 0% 1,750,000 70%
TOWSC 400,000 40% 0 0% 400,000 40%
Fuhai Wind Farm
Corporation
15,000,000 37.97% 0 0% 15,000,000 37.97%

。 Note: The company uses long-term equity investment method

84

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

Year Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark
Shares Amount
(NT$ thousands)
Shares Amount
(NT$ thousands)
Sources of Capital Capital
Increased by
Assets Other
than Cash
Other
1976
10
220,000
2,200,000

220,000
2,200,000 cash capital increase
2,200,000
None -
1977 10 320,003
3,200,032

320,003
3,200,032 cash capital increase
1,000,032
None -
1978 10 428,510
4,285,108

428,510
4,285,108 cash capital increase
1,085,076
None -
1979 10 561,507
5,615,075

561,507
5,615,075 cash capital increase
1,329,967
None -
1980 10 679,174
6,791,740

679,174
6,791,740 cash capital increase
1,176,665
None -
1981 10 809,174
8,091,740

809,174
8,091,740 cash capital increase
1,300,000
None -
1982
10
826,174
8,261,740

826,174
8,261,740 cash capital increase
170,000
None -
1983 10 866,174
8,661,740

866,174
8,661,740 cash capital increase
400,000
None -
1984 10 929,174
9,291,740

929,174
9,291,740 cash capital increase
630,000
None -
1985 10 979,174
9,791,740

979,174
9,791,740 cash capital increase
500,000
None -
1986 10 1,029,174 10,291,740 1,029,174 10,291,740 cash capital increase
500,000
None -
1987 10 1,055,174 10,551,740 1,055,174 10,551,740 cash capital increase
260,000
None -
1988 10 1,105,174 11,051,740 1,105,174 11,051,740 cash capital increase
500,000
None -
1989 10 1,280,174 12,801,740 1,280,174 12,801,740 cash capital increase
1,750,000
None -
1990 10 1,695,233 16,952,335 1,695,233 16,952,335 cash capital increase
4,150,595
None -

85

1998
10
1,113,900 11,138,997 1,113,900 11,138,997 capital reduction
5,813,338
None -
2003 10 1,113,900 11,138,997 1,113,900 11,138,997 cash capital increase
5,000,000
capital reduction
5,000,000
None
2007
10
1,113,900 11,138,997
666,133
6,661,326 capital reduction
4,477,671
None
2009 10 1,113,900 11,138,997
672,793
6,727,939 capitalization of
retained earnings
66,613
None
2010 10 1,113,900 11,138,997
721,908
7,219,079 capitalization of
retained earnings
491,140
None
2012 10 1,113,900 11,138,997
743,565
7,435,652 capitalization of
retained earnings
216,572
None

B. Type of Stock

Share Type Authorized Capital Remarks
Issued Shares Un-issued Shares Total Shares
Common Stock 743,565,179 370,334,538 1,113,899,717

4.1.2 Status of Shareholders

Nov. 22, 2017

Item Government
Agencies
Financial
Institutions
Other Juridical
Persons

Domestic
Natural Persons
Foreign
Institutions &
Natural Persons

Total
Number of
Shareholders
1 1 63 37,892
110

38,067
Shareholding
(shares)
249,612,540 1,000 142,625,914 309,446,284
41,879,441
743,565,179
Percentage 33.57% 0 19.18% 41.62% 5.63%
100.00%

86

4.1.3 Shareholding Distribution Status

A. Common Shares

Nov. 22, 2017

Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding
(Shares)
Percentage
1- 999 9,766
1,704,776

0.23%
1,000- 5,000 17,608
38,630,282

5.20%
5,001- 10,000 4,578
33,085,756

4.45%
10,001- 15,000 2,108
24,808,597

3.34%
15,001- 20,000 949
17,152,414

2.31%
20,001- 30,000 1,060
25,949,683

3.49%
30,001- 50,000 885
34,476,245

4.64%
50,001- 100,000 649
45,557,943

6.13%
100,001- 200,000 292
39,538,951

5.32%
200,001- 400,000 110
30,102,503

4.05%
400,001- 600,000 27
12,638,656

1.70%
600,001- 800,000 6
4,150,130

0.56%
800,001- 1,000,000 4
3,487,608

0.47%
1,000,001 or over 25
432,281,635

58.14%
Total 38,067
743,565,179

100.00%

B. Preferred Shares : None

87

4.1.4 List of Major Shareholders

4.1.4 List of Major Shareholders
Nov. 22,2017
Shareholder's Name Shareholding
Shares %
Ministryof Economic Affairs 249,612,540
33.57%
Yuanta Commercial Bank Trust Account 59,970,030
8.07%
CPC Corporation,Taiwan 47,030,687
6.33%
China Steel Corporation 18,414,641
2.48%
iShare EmergingMarkets ETF 6,759,000
0.91%
Bureau of Labor Funds-Labor Pension Fund 5,870,480
0.79%
Yue-Li Investment Corporation 5,246,336
0.71%
FINI Dimensional EmergingMarkets Value Fund 4,941,653
0.66%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard
Total International Stock Index Fund,a series of Vanguard Star Funds
4,375,100
0.59%
DFA EmergingMarkets Securities Fund 3,534,150
0.48%

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share 翁季筠

Unit: NT$
Items 2016 2017 01/01/2018-
03/31/2018
Market Priceper Share
Highest Market Price 16.60 16.05 19.20
Lowest Market Price 12.60 10.90 11.30
Average Market Price 14.82 12.85 15.19
Net Worthper Share
Before Distribution 16.38 8.52 7.38
After Distribution 16.38 Note4 -
Earnings per Share
Weighted Average Shares 743,565,179 743,565,179 743,565,179
Adjusted Weighted Average
Shares(Note5)
312,991,749 312,991,749 312,991,749
Diluted Earnings Per Share (1.73) (7.91) (1.14)
Adjusted Diluted Earnings Per Share (4.11) (18.79) (2.71)
Dividendsper Share
Cash Dividends 0.00 Note4 -
Stock Dividends
� Dividends from Retained Earnings 0.00 Note4 -

88

� Dividends from Capital Surplus 0.00 Note4 -
Accumulated Undistributed Dividends 0.00 0.00 -
Return on Investment
Price/Earnings Ratio(Note 1) (8.42) (1.65) (12.43)
Adjusted Price/Earnings Ratio (3.54) (0.69) (5.23)
Price/Dividend Ratio(Note 2) - Note4 -
Cash Dividend Yield Rate(Note 3) 0.00 Note4 -
  • Note 1: Price / Earnings Ratio = Average Market Price / Earnings per Share

  • Note 2: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 3: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price Note 4: The loss offsetting proposal of 2017Q3 has been resolved by Extraordinary Shareholders’ Meeting of 2017. The loss offsetting proposal of 2017 haven’t been resolved by Annual General Shareholders’ Meeting.

  • Note5: The capital reduction before the end of any fiscal year 2017 set the record date on May 10, 2018. The weighted average number of shares outstanding used for the loss per share computation was adjusted retroactively for the record date of the reduction on May 10, 2018. The record date of the reduction was after the 2018Q1 financial reporting date, but earlier than the issue date. Therefore, the loss per share was based on the outstanding share after the reduction.

4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy

  • If the Company has earnings in the current fiscal year after annual audit, it shall first pay the profit-seeking enterprise income tax and cover its accumulated losses in previous years. If there is a balance, the Company shall set aside 10% as legal reserves. However, the provision does not apply when the legal reserves have reached the toal amount of capital. Moreover, a special reserve shall be set aside in accordance with Article 41 of the Securities and Exchange Act. If there is still a balance, the Board of Directors shall propose an allocation plan in the shareholders’ meeting for resolution before allocation.

  • Considering the business environment and growth of the Company, the Company may allocate 10% or more of the distributable earnings referred to in the preceding Paragraph as dividends and bonuses depending on the Company’s future demand for funds and its long-term financial planning, and satisfying shareholders’ demand for cash. Cash dividends shall not be less than 10% of the total dividends.

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B. Proposed Distribution of Dividend

It would not distribute dividend of 2017, and it will be discuss at the Annual

General Shareholders’ Meeting.

4.1.7 Employee Bonus and Directors' and Supervisors' Remuneration

  • A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation.

  • The company charter prescribes the following for the employee bonus and compensation for directors :

  • (a)1% ~ 5% as a bonus for employees;

  • (b)Not exceeding 1% as compensation for directors ;

  • B. The Estimated Basis for Calculating the Employee Bonus and Directors’ and Supervisors’ Remuneration

  • No Employee Bonus and Directors’ Remuneration for 2017 because of no retained earnings before tax.

  • C. Profit Distribution for Employee Bonus and Directors’ and Supervisors’ Remuneration for 2017 Approved in Board of Directors Meeting

  • No Employee Bonus and Directors’ Remuneration for 2017 because of no retained earnings before tax.

4.1.8 Buyback of Treasury Stock : None

4.2 Bonds : None

4.3 Global Depository Receipts : None

4.4 Employee Stock Options : None

4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions

None

4.6 Financing Plans and Implementation

The private placement of common shares is approved by Extraordinary Shareholders’ Meeting of Dec. 21, 2017. Please refer to p. .

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

A. Main areas of business operations

Customers are mainly distributed in Europe, Asia and Africa and the Americas region.

B. Revenue distribution

Unit:NT$ One hundred million

Major Divisions Total Sales in Year 2017 (%)of Total Sales
Domestic 75.37 45.95
Export 88.67 54.05
Total 164.04 100.00

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C. Main products

C. Main products
Unit:NT$ thousands
Major Products Total Sales in Year 2017 (%)of Total Sales
Commercial ships 15,036,967 91.67
Militaryships 222,148 1.35
Commercial and military ship
maintenance
1,075,447 6.56
Machinerymanufacturing 31,482 0.19
Other businessprojects 38,300 0.23
Total 16,404,344 100.00

D. New products development

Submarine design and construction, Naval or coast guard surface ship design and construction , marine engineering, business ships, offshore wind power components assembly and installation and operation and maintenance, marine engineering, rail vehicles, underwater welding, painting and corrosion.

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5.1.2 Industry Overview

  • A. Macroeconomic Environment

  • ▓ ABS predicts that shipbuilding demand will gradually increase from 2018 .

==> picture [375 x 196] intentionally omitted <==

Source : ABS World Shipping & Shipbuilding Outlook, Spring 2017

▓ With regard to the number of newbuildings or deadweight tonnage, the focus of the global shipbuilding industry is still in Asia. At present, the world shipbuilding market presents the situation in China, Japan and South Korea. As of the end of 2017, the number of orders for ships in the Three Kingdoms countries has reached 93% of the world total in modified gross tonnage (CGT), and it holds the world. Most of the shipbuilding market orders. In 2017, China’s handheld orders, new ship orders, and shipbuilding completions all surpassed South Korea, becoming the world's largest shipbuilding nation for the first time.

In order to occupy a small shipbuilding market, Japan and South Korea, the major shipbuilding industry countries, have demonstrated their technological superiority and foreign expansion strategy. They have competed with China for the market, especially in terms of green ship technology.

B. Current Status and Future Development of CSBC

▓ Faced with the global shipbuilding market competition, Taiwan Ships' new challenges in the future include (1) lowering costs, strengthening operational constitution, (2) manpower optimization, technological heritage, (3) adjusting product structure, and developing new business (4) accelerating product development and innovation ( 5) Innovate the business model and develop business. In response to these new challenges, the company has developed relevant strategies in 2013, and has established the “Senior Five-Year Plan”

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(abbreviated as 168 scheme), actively promoting overall reduction of costs by 25%, and rejuvenation and optimization of personnel. And accelerate technological heritage to fully enhance the company's strengths and competitiveness. As of 2017, the total cost of implementing CGT per unit decreased by 12% compared with 2012, and the non-commercial ship revenue reached 8.34%.

▓ In 2017, the Company continued to promote its diversification operation strategy, formulate an upgrade and transformation plan, conduct a rolling review of the revised upgrade and transformation plan, and set the working philosophy and working guidelines, mastered the nine major work priorities, and actively oriented towards diversified operations to achieve constructive excellence. The goal of the Ocean Group is moving forward.

▓ In the year of 2007, the company has set a total of 45 projects for upgrading and transformation projects. As of January, the target achievement rate is 86.66%. It also aims to improve operations and turn profitability into profits. At the same time, it sets a throttling plan, with a total target value of 7.94 Billion for 106 to 107 years., as of January, the target achievement rate was 37.52%. The annual

upgrade and transformation plan and the thrift program all provide board tracking and control.

▓ Looking at the recovery of the global economy at least until 2020, the economy of the shipbuilding industry is not optimistic. However, in the future, under the guidance of the upgrade and transformation program, the company will actively target 1) the merchant ship industry, 2) the shipbuilding industry, and 3) diversification of offshore wind power operations to reduce the risk of product concentration and shipbuilding operations, with each block accounting for three One-third of the total revenue, the goal of building an excellent marine business group is moving forward. In the past, the company has laid a good foundation. In the future, we expect to pursue better operating performance, continue to pursue growth, and create new innovations under the business philosophy of “integrity, innovation, growth” and the core values of “commitment, safety, teamwork, and service”. In order to create the best interests of the company, employees and shareholders as a whole.

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C. Relationship with Up-, Middle- and Downstream Companies

Shipbuilding industry, the middle and lower reaches of the supply of many manufacturers, shipbuilding supply chain construction and efficiency of the relationship between shipbuilding industry competitiveness, all the upper supply of shipbuilding plate, the middle of the ship main equipment (host, auxiliary, etc.) and paint and downstream East of the end user. CSBC has various types of ships independent design, installation, manufacturing capacity and a professional ship R & D design talent, and the upper, middle and lower reaches of the supply of manufacturers and owners to maintain good relations of supply and marketing to ensure product quality and delivery.

In the middle and upper reaches of the supply chain manufacturers supply chain building, CSBC has strict supplier evaluation system, and to diversify supply sources, in order to establish a complete supply chain system. On the downstream owners of services, in addition to timely delivery to meet the owner's demand, pay more attention to the use of the product after-sales service and satisfaction.

To ensure product quality and delivery, shipbuilding industry, the middle and lower reaches of the relationship between the closely related, any link problems will affect the downstream owners of services.

D. Product Trends and Competition

  • (1) Product Trends

At present, the shipbuilding market in the world has formed a variety of ship types such as oil tankers, bulk carriers, container ships, special ships, and offshore engineering equipment ships. In 2017, the number of ship transactions, tankers, bulk carriers, container ships, and offshore projects (Offshore The proportions of Structure) were 32.46%, 32.61%, 18.24% and 8.96% respectively. Compared to the shipbuilding market in 2016, the growth of oil tankers was 14.13%, the bulk wheel recession was 18.53%, the container ships grew 24.21%, and special ships and offshore engineering equipment. The ship is down 3.45%.

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(2) Product Competition

By analyzing the strategic development of the major shipbuilding countries by competition strategy, the Republic of Korea, through the economic scale, technology, management and related peripheral industry support, achieved various competitive advantages of low-cost shipbuilding, and gradually increased the proportion of products such as LNG and Offshore. In the past, Japan had made a difference in its strategy to maintain its competitive edge through the change of industrial structure (strategic alliance, merger or division of labor) and specialization (each shipyard focused on a certain type of ship), while cost leadership and professional differentiation . Continental Shipyard is currently in a low labor cost to gain a competitive advantage in the future through capacity expansion, equipment upgrades, technology improvement and efficiency improvement, cost leadership strategy development. Western European countries are still professional differentiation strategy, in the passenger ships, special ships firmly in the lead. CSBC are mainly container ship professional shipyards, and timely according to market demand with the bulk cargo ship or tanker business.

Considering the critical success factors of container ships, it is compared with Japan, Korea and mainland China shipyards. Overall, CSBC has advantages in quality, design and specification, material cost is mainly imported, and the industry scale is small. Bargaining power is weak, more Habitat disadvantage.

5.1.3 Research and Development

A. Research and Development Expenses in the Past Three Years

Unit:Thousand (NTD) Unit:Thousand (NTD)
Year
Item
2015 2016 2017
R&D funding(A) 155,667 102,196 126,676
Company turnover(B) 21,457,697 15,747,699 16,404,344
(A)/(B)% 0.73% 0.65% 0.77%

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  • B. Education distribution of R&D personnel.

The department unit responsible for research and development is 「 Innovation and Research Center, IRC 」 in CSBC. And the 「 Department of Design 」 and 「 Submarine Development Center, SDCC 」 are responsible for research and development of the ship. And another major work of 「 Machinery Works 」 is responsible for promotion the marine engineering.

The R&D personnel education distribution as follows.

Statistics as of December 31, 2017


Item
Year 2014 2015 2016 2017
Education
distribution
Doctor 5 5 6 8
Master 54 68 79 77
Bachelor 40 49 42 34
Others 12 17 17 12
Total 111 139 144 131
Average working years 19.28 17.61 14.42 14.63

5.1.4 Long-term and Short-term Development

A. Long-term Development

  • a. Strengthen corporate governance system and make full use of corporate social responsibility

In order to enhance the company’s performance in the capital market and the transparency of the company’s operations, the company’s corporate governance aspects such as safeguarding shareholders’ rights, treating shareholders equally, strengthening the structure and operation of the board, enhancing information transparency, and implementing corporate social responsibility Accepted the "Corporate Governance Review", the evaluation results are listed as 6% to 20% of the company. In order to expose the company’s management and achievements in promoting corporate social responsibility, the company publishes its “Corporate Social Responsibility Report” every year, and establishes a “Corporate Social Responsibility Center” on the company’s website to provide interested parties with access and understanding. Continuously optimize the corporate governance system and make good use of corporate social responsibility.

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  • b. Implementing transformation programs, diversification

  • The company has set 1) the shipbuilding industry, 2) shipbuilding, and 3) offshore wind power for the diversification of the operating spindle and upgrading and transformation strategy targets, diversification aims to reduce the company's product concentration shipbuilding, because the global shipping and shipbuilding market by the global economy Business cycle cycle operational risks. The Company's diversification upgrade has been launched since the year of 106. Both internal organization, manpower and management systems will continue to be reviewed and built. The future will be dominated by shipbuilding, shipbuilding, and off-shore wind power. Compared with the plan, each will contribute 1/3 of the target, and the three most-versatile operation spindles are the core technologies of the company's shipbuilding industry. In the future, the company will continue to plow on these three major operation spindles, aiming to build a marine industry with competitive advantages. The group aims to move forward.

  • c. Inheritance of knowledge and technology, building human resources

The aging of human resources, technological heritage, and the development of talent for the development of new businesses are challenges and issues that the company can't avoid and need to face. In response to the challenges and issues, the company established the “Taiwan Ship Institute” in October of 106 to continue training and training. To recruit talents, we must actively prepare various talents for the development of the company’s business and prepare and develop more sources of funds. The mission is to pass on the core technologies of shipbuilding and offshore industry, nurture shipbuilding and marine industry talents, and build quality cooperation between industry and academia. Talent cultivation model, development of high-efficiency digital and field environment learning environment. In the long-term goal, “Taiwan Ship College” will also provide a consulting platform for talent cultivation, cultivation and technical exchanges in the company’s diversified management industry chain, and play a key role in implementing the government’s localization policy for industrial development.

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B. Short-term Development

  • a. Actively strive for new business orders, turn losses into profits, and create profit The merchant ship industry will actively strive for a number of businesses including domestic and foreign merchant ships and official ships. At the same time, both Statecraft and Offshore Wind Power will be new businesses the company will actively strive for, in order to win state-owned and off-shore wind power new business, The company has made adjustments in its organization and set up potential launch centers and offshore engineering centers respectively to coordinate the company's limited resources and establish a new research and development center to integrate R&D strategies, develop new business development, and develop and develop core technologies. It will help sustain the growth of the business and create profits.

  • b. Strengthen capacity control and reduce costs

The international shipping business is still in a sluggish state, which seriously affects the shipbuilding market. The low shipping prices, together with the large fluctuations in the exchange rate and raw material prices, and the backwardness of the project, caused losses in the operation in the past two years. Except for external uncontrollable factors, the progress of the project has been delayed. Control measures have been adopted to ensure that the subsequent construction of new vessels can be delivered on time and on schedule. At the same time, in order to effectively utilize production capacity, increase production, shipbuilding production (in CGT calculations) and combined quantities, set a target of higher than the year 101, in order to reach the production target for the first time. In addition, in order to increase productivity, the company is currently carrying out 800 tons of large crane investment cases and strengthening the carrying capacity of Pier 2. For the relevant project investment plan, please refer to Chapter 3 for a description of the major capital expenditures. At the same time, the company will continue to promote the throttling program. , Reduce overhead costs, and in the period of improving production efficiency and equipment renewal, comprehensively reduce operating costs to create profits.

  • c. Continuously carry out internal transformation of the company to enhance competitiveness

According to the upgrade and transformation plan, the company has set 1) the merchant ship business, 2) the national shipbuilding company, 3) offshore wind power to be the main axis of the diversified operation, and the internal organization of the company has been adjusted at the same time, establishing a

98

new research and development center, a potential launch center, and offshore engineering. The Center and the Taiwan Shipbuilding Institute actively promoted the upgrading of transformation programs. The management system was also reviewed and revised at the same time. The employees were regularly assessed, combined with annual assessments, performance-based rewards were eliminated, and a corporate culture of equal importance and efficiency was created. The establishment of the Taiwan Shipbuilding Academy will shoulder the responsibility of human cultivation, development, and inheritance. At the same time, it will also combine production and academic cooperation to effectively enhance the company's R&D energy and core competitiveness. This will enable the company to become a competitive ocean organization.

d. Improve design energy and accelerate new ship development

In response to the development trend of energy saving and carbon reduction in the world, the company is committed to environmental protection, economy, energy conservation, and safety principles, developing energy-efficient ships, and developing new ship types in response to the needs of the shipbuilding market to meet customer needs and create customer value. The company has been in operation since 2005. Launched Energy Saving Plan (ES) and reached energy saving target of 30%. Energy-saving design results also include energy-saving boat pods (with high sea state adaptability), energy-saving ball pods (saving fuel consumption by 12%), and energy-saving rudder (Energy-saving 2 to 4% horsepower), vortex generator (designed for a patent to reduce propeller excitation force, humming sound and vibration, saving 1% horsepower), and currently launches SODO (Simba optimal ship design and operation technology) The service policy of the innovative design brand and the development of the smart ship of the 4IntShip all-ship network planning brand, in order to enhance the design energy, the company also cooperated with industry and universities, and actively recruited design talents to the various university departments to invest in new ship types. Design and development in order to strengthen the competitive advantage and competitiveness of the company in the highly competitive international shipbuilding market.

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5.2 Market and Sales Overview

5.2.1 Market Analysis

A. Sales (Service) Region

Unit;NT$ One hundred million

Major Divisions Total Sales in Year 2017 (%)of Total Sales
Domestic 75.37 45.95
Export 88.67 54.05
Total 164.04 100.00

B. Market Share (%) of Major Product Categories in the Last Two Years

The CSBC market is positioned as a container specialist shipyard. If it does not divide the ship type and analyzes the delivery volume of a single shipyard, the company accounts for approximately 1.21% of the total global delivery volume (in terms of CGT).

Taiwan Shipbuilding Company's market share in the past five years

Year 102 103 104 105 106
Cont.CGT 60.40 43.90 39.50 13.00 25.20
Csbc CGT 313,152.00
339,187.00

354,339.00

238,834.00

282,638.00
market share
0.05%
0.77% 0.90% 1.84% 1.21%

▓ If the container wheel statistics, the company's container wheel holding orders in 2017 ranked 15th in the world.

C. Market Analysis of Major Product Categories

ABS predicts that the demand for shipbuilding will gradually increase from 2018 onwards. The company will build container ships from 1,000 TEU to 14,000 TEU and bulk wheels from 35,000 DWT to 208,000 DWT. The quality, performance and reputation are higher than those of other shipyards. In addition, for special vessels, such as semi-submersible deck heavy cargo carriers (DCC), the company's products are known around the world.

In addition, the company is actively developing unique energy-saving technologies and brands, such as the development of ES, SODO and smart ship technology big data and 4INTship, etc., which are highly praised by shipowners. From the container wheel demand side, the future will focus on large container ships of 10,000 TEU or more and 2,999 TEU of subcontractor container wheels, which will show a dual polarization. These two types of ships are specialties for Taiwan shipping vessels, especially feeder wheel carriers, due to the Asia-Pacific market. With strong demand for rapid growth and replacement in the future, ship prices have a potential for growth. The company has a reputation for building the above-mentioned ship types. Therefore, the company will strive for such orders in the future.

100

Looking at the overview of the shipping and shipbuilding market in 2017, according to CLARKSON statistics, the global shipping volume of 2017 increased by 2.4% year-on-year to approximately 11.4 billion tons, which was lower than the 2.6% year-on-year increase in 2016; the global new shipbuilding market delivered RMB 130 million DWT in 2017, including bulk Wheels and container ships delivered 55.4 million DWTs and 1.617 million TEUs respectively. Compared to 2016, bulk and container ships delivered 46.775 million DWTs and 903,000 TEUs, respectively. The pressure on the two major ship types increased more than that of 2016, with an increase of about 4.6%, the increase in container wheel capacity was significant, constraining the development of the new container shipbuilding market.

D. Favorable and Unfavorable Factors in the Long Term

  • ●Favorable Factors

  • a. Container ship growth and stability, the company's annual business needs only a dozen, relatively stable source of business.

  • b. Can focus on operating customer relationships, such as Evergreen, Yangming, Wanhai are based Container ship-based, and the list of the world's top 19 business list.

  • c. Focus on container ship design, quality, cost, delivery, service at all levels Improve and enhance the competitiveness of container ships.

  • ●Unfavorable Factors

  • a. Container ships into the low threshold, the mainland shipyard capacity and energy capacity of the container ship will be rapidly upgrading, resulting in market prices fall.

  • b. Product over-concentration, reduced ability to respond.

  • c. Raw material prices, a substantial increase in production costs.

  • d. Shipbuilding grass-roots technical labor shortage, rising wage costs.

5.2.2 Production Procedures of Main Products

  • A. Major Products and Their Main Uses

  • a. Container ship: The container carries the container to carry.

  • b. Bulk ship: grain, ore, coal carrying.

  • c. Tankers: crude oil and petroleum products to carry.

  • d. Special Boat: semi-submersible load, cement, cold storage, floating dock.

  • e. Official ships: the Navy and the Coast Guard patrol operations, logistics ships and the official mission of the ship.

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  • B. Major Products and Their Production Processes

Signing → Design → Lofting → Cutting → Bending → Initial Combination → Large Combination →

Launching → Painting and Finishing → Delivery → Post-sale Service

5.2.3 Supply Status of Main Materials

Main raw materials/equipment Suppliers
Host HYUNDAI、DIESEL UNITED、HUDONG、
DOOSAN、MITSUI、HITACHI、KHI、STX、
CMD、MITSUBISHI、YUCHI
generator YANMAR、STX ENGINE、DAIHATSU、
HYUNDAI、WARTSILA、DOOSAN、
CUMMINS、ACD
Steelplate CSC,POSCO

102

Unit: NT$ thousands 2018(As of March 31) Corporate
director -
-
Relation
with
Issuer
-
Percent 21.18 19.34 100.00
59.48
Amount 417,314 381,037 1,969,971
1,171,620
Company
Name
China
Steel
Corporati
on
HITACHI
ZOSEN
CORPORA
TION
Others Net Total
Supplies
2017 Corporate
director -
Relation
with
Issuer
Percent 18.99 11.98 100.00
69.03
Amount 1,964,957 1,240,118 10,349,573
7,144,498
Company
Name
HITACHI
ZOSEN
CORPORA
TION
China
Steel
Corporati
on
Others Net Total
Supplies
2016 Corporate
director
-
Relation
with
Issuer
Percent 18.98 81.02 100.00
Amount 2,288,282 9,765,886 12,054,168
Company
Name
Others
China
Steel
Corporati
on
Net Total
Supplies
Item 1 2 3
Unit: NT$ thousands 2018(As of March 31) Relation
with
Issuer
- - -

Percent
45.55 20.44 16.22 17.79 100.00

Amount
1,312,912 589,054 467,394 513,096 2,882,456
Company
Name
EVERGREE
N MARINE
CORP.
(TAIWAN)
LTD.
GPO
GRACE
LIMITED
Ministry
of
National
Defense,
R.O.C
Others Net Sales
2017 Relation
with
Issuer
- - - -
Percent 51.97 16.00 13.56 18.47 100.00
Amount 8,525,296 2,624,566 2,225,076 3,029,406 16,404,344
Company
Name
EVERGREE
N MARINE
CORP.
(TAIWAN)
LTD.
GPO
GRACE
LIMITED
T.S. Lines
Co., LTD.
Others Net Sales
2016 Relation
with
Issuer
- - Corporate
director
-
Percent 42.38 23.74 16.03 17.85 100.00
Amount 6,673,401 3,739,180 2,524,409 2,810,709 15,747,699
Compan
y
Name
SEASPAN
CORPOR
ATION
GPO
GRACE
LIMITED
CPC
CORPOR
ATION,
TAIWAN
Others Net
Sales
Item 1 2 3
2017 Amount 20,665,971 243,005 186,407 989,881 40,968 22,126,232
Quantity 282,638 0 732
2016 Amount 16,197,705 4,421 58,747 530,308 16,746 16,807,927
Quantity 238,834 0 1,332
Unit CGT DISP MT
Year
Output
Major Products
Revenues from construction of ships and
vessels
Revenues from construction of naval ships Revenues from machine manufacturing Service revenue Other revenue Total
2017 Amount 15,036,967 222,148 31,482 1,075,447 38,300 16,404,344
Quantity 282,638 - 732
2016 Amount 15,085,251 - 87,900 524,855 49,693 15,747,699
Quantity 238,834 - 1,332
Unit CGT DISP MT
Year
Shipments
& Sales
Major Products
Revenues from construction of ships and
vessels
Revenues from construction of naval ships Revenues from machine manufacturing Service revenue Other revenue Total

5.3 Human Resources

Year 2016 2017 February 28, 2018
Numb
er of
Emplo
yees
Management 170 168 167
personnel
Engineering 552 580 571
personnel
Technical 2,213 2,235 2,216
personnel
Service personnel 4 4 4
Total 2,939 2,987 2,958
Average Age 48.3 47.8 47.7
Average Years of Service 6.8 7.3
7.3
Educat
ion
Ph.D. 11 12 12
Masters 243 267 265
Bachelor’s Degree 655 738 733
Senior High School 507 500 490
Below Senior High
School
1,523 1,470 1,458
Total 2,939 2,987 2,958

Note: Average Years of Service of employees was after privatization.

5.4 Environmental Protection Expenditure

5.4.1 Total Losses and Penalties

The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report:

CSBC was sentenced to pay a fine of three hundred thousand NTD after violating the Art. 31.1.(1)&(3) of Marine Pollution Control Act. We have not only strengthened the professional skill training and awareness of environmental protection, but also demanded the construction unit to set up oil barrier during the construction period.

5.4.2 Countermeasures

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CSBC takes the following measures to protect the environment:

(1) Prevention of water pollution: in order to keep from pollution, CSBC’s wastewater is collected from recycling pipes, purified by wastewater treatment plants, and released into the water. The effluent water quality must conform with the water quality standard to obey the government regulations.

(2) Prevention of stationary pollution source: CSBC’s air control equipment is RTO system (Regenerative Thermal Oxidizer system), which can preheat the inflow gas by captured heat and increase the removal efficiency of air pollutants.

5.5 Labor Relations

Please refer to page 113 of the Chinese annual report.

108

5.6 Important Contracts

Counterparty Period Major Contents Restrictions
Properties: merchant shipbuilding contract
Syra Shipping
Limited
2014.01.16~2017.02.16 1,800TEU Container Vessel
(N2052)
None
GPO Grace Limited 2014.10.06~2017.01.15 65,000DWT
Semi-submersible Deck Cargo
Carrier/Heavy Lift
Carrier(N6057)

None
GPO Amethyst
Limited
2014.10.06~2017.04.15 65,000DWT
Semi-submersible Deck Cargo
Carrier/Heavy Lift Carrier
(N6058)

None
GPO Sapphire
Limited
2014.10.06~2017.07.15 65,000DWT
Semi-submersible Deck Cargo
Carrier/Heavy Lift Carrier
(N6059)

None
GPO Emerald
Limited
2014.10.06~2017.10.15 65,000DWT
Semi-submersible Deck Cargo
Carrier/Heavy Lift Carrier
(N6060)

None
T.S. Empire
HoldingLimited
2015.07.24~2017.03.15 1,800TEU Container Vessel
(N2061)
None
T.S. Kingdom
HoldingLimited
2015.07.24~2017.04.30 1,800TEU Container Vessel
(N2062)
None
T.S. Empire
HoldingLimited
2016.05.31~2017.08.31 1,800TEU Container Vessel
(N2063)
None
T.S. Kingdom
HoldingLimited
2016.05.31~2017.11.15 1,800TEU Container Vessel
(N2064)
None
GREEN COMPASS
MARINE S. A.
2015.08.10~2017.06.30 2,800TEU Class Container
Vessel(N6065)
None
EVERGREEN
MARINE CORP.
(TAIWAN) LTD.
2015.08.10~2017.07.31 2,800TEU Class Container
Vessel (N6066)
None
GREEN COMPASS
MARINE S. A.
2015.08.10~2017.09.30 2,800TEU Class Container
Vessel(N6067)
None
EVERGREEN
MARINE CORP.
(TAIWAN) LTD.
2015.08.10~2017.10.31 2,800TEU Class Container
Vessel (N6068)
None
GREEN COMPASS
MARINE S. A.
2015.08.10~2017.12.31 2,800TEU Class Container
Vessel(N6069)
None
EVERGREEN
MARINE CORP.
(TAIWAN) LTD.
2015.08.10~2017.12.31 2,800TEU Class Container
Vessel (N6070)
None
GREEN COMPASS
MARINE S. A.
2015.08.10~2018.01.31 2,800TEU Class Container
Vessel (N6071)
None
EVERGREEN
MARINE CORP.
(TAIWAN) LTD.
2015.08.10~2018.02.28 2,800TEU Class Container
Vessel (N6072)
None

109

GREEN COMPASS 2,800TEU Class Container
2015.08.10~107.02.28 None
MARINE S. A. Vessel (N6073)
EVERGREEN
2,800TEU Class Container
MARINE CORP. 2015.08.10~107.03.31 None
Vessel (N6074)
(TAIWAN) LTD.
China Steel 2018.01.16~2020.01.31 20,800DWT Bulk None
Express Carrier(N6108)
Corporation
China Steel 2018.01.16~2020.03.31 20,800DWT Bulk None
Express Carrier(N6109)
Corporation
China Steel 2017.08.17~2019.07.31 20,800DWT Bulk None
Express Carrier(N6099)
Corporation
China Steel 2017.08.17~2019.09.30 20,800DWT Bulk None
Express Carrier(N6100)
Corporation
Properties: official vessels and naval construction contract
Ministry of Science
and Technology,
ROC

2016.11.02-2019.02.15
500
gross
tonnage
class
research vessel(N2088)

None
Ministry of Science
and Technology,
ROC

2016.11.02-2019.03.29
500
gross
tonnage
class
research vessel(N2089)

None
Ministry of Science
and Technology,
ROC

2016.11.02-2019.06.14
1000 gross tonnage class
research vessel(N2090)

None
Ministry of
National
Defence,ROC
2016.12.22-2019.12.23 Indigenous Defense
Submarine Planning and
Design(N6098)
None
Ministry of
National
Defence,ROC
2018.04.14-2022.04.13 Landing Platform Dock None
Industry: Engineering Contract
Owner - TPC
Customer - New
Asia Cons- truction
Company

1998.09.10~2017.03.31
Longmen nuclear four plan
No. 1, No. 2 nuclear island
area plant structure enclosing
enclosures and a block body
steel structure and other
projects

N-STAMP
Owner - TPC 1998.09.10~2017.12.31 Longmen nuclear four plan of
the first and second turbines
generator and auxiliary
equipment installation works
None
Owner - Fuhai
Wind Power
Company
Preparatory Office
2014.04.01~2018.12.31 Offshore Wind Turbine
Transport and Installation
None

110

Ministry of
National
Defence,ROC
2016.12.08-2018.05.31 Guppy class submarine
pressure hull part of the
repair and other 12
commissions
None
Properties: Long-term lease
Taiwan
International Port
2006.01.01-2025.12.31 Land leasing None
Corporation, Ltd.
Kaohsiung Branch
Taiwan
International Port
2017.01.01-2021.12.31 90/91 wharf leasing None
Corporation, Ltd.
Kaohsiung Branch
National Property
2011.10.01-2019.12.31 Land leasing×6 None
Administration
Taiwan
International Port Land leasing×5;Building
2008.01.01-2027.12.31 None
Corporation, Ltd. leasing×23
Keelung Branch
Long-term Borrowing
Long-term borrowing NTD 2
Bank of Taiwan 2017.06.22-2022.06.22 None
billion.
Long-term borrowing NTD
JihSun Bank 2017.07.20-2020.07.20 None
200 million.
Taishin
2017.06.22-2020.06.22 FRCP NTD 500 million. None
International Bank
Daily
minimum
amount of
International Bills credit must
2017.06.22-2021.06.22 FRCP NTD 500 million.
Finance Corp. reach more
than 70% in
the first 3
years.
Daily
minimum
amount of
China Bills Finance credit must
2017.09.26-2021.09.26 FRCP NTD 500 million.
Corp. reach more
than 70% in
the first 3
years.
Daily
minimum
Mega Bills Finance
2017.09.26-2021.09.26 FRCP NTD 500 million. amount of
Corp., Ltd.
credit must
reach more

111

than 350
million in
the first 3
years.
Daily
minimum
amount of
China Bills Finance credit must
2017.10.27-2021.10.27 FRCP NTD 500 million.
Corp. reach more
than 70% in
the first 3
years.
Taishin
2017.12.15-2020.12.15 FRCP NTD 300 million. None
International Bank
Daily
minimum
amount of
credit must
Mega Bills Finance
2017.12.15-2021.12.15 FRCP NTD 200 million. reach more
Corp., Ltd.
than 140
million in
the first 3
years.
Daily
minimum
amount of
credit must
Mega Bills Finance
2017.12.15-2021.12.15 FRCP NTD 300 million. reach more
Corp., Ltd.
than 210
million in
the first 3
years.

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

A. Condensed Consolidated Balance Sheet – Based on IFRS

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Summary for The Last Five
Years
As of
March 31,
2018
2013 2014 2015 2016 2017
Current assets 14,915,755 17,420,313 11,745,033 15,557,809 10,088,688
10,453,037
Held-to-maturity financial 99,000 99,000

112

assets-noncurrent assets-noncurrent
Investments accounted for
usingequitymethod
3,907 3,051 166,616 1,645
1,168
Property, Plant and
Equipment
10,369,432 11,126,753 10,999,508 10,709,596 10,563,764
10,474,510
Intangible assets 31,442 38,910 36,945 28,847 23,010
22,801
Other assets 853,725 1,116,507 955,029 1,208,074 1,606,286
1,807,379
Total assets 26,269,354 29,805,390 23,739,566 27,670,942 22,283,393
22,758,895
Current
liabilities
Before
distribution
9,252,310 13,443,979 6,928,795 13,127,490 7,982,566
8,789,886
After
distribution
9,630,874 13,819,540 7,304,908
Non-current liabilities 3,352,011 2,603,327 2,946,399 2,313,794 7,921,743
8,439,176
Total liabilities Before
distribution
12,604,321 16,047,306 9,875,194 15,441,284 15,904,309
17,229,062
After
distribution
12,982,885 16,422,867 10,251,307 15,441,284
Equity attributable to
shareholders of the parent
13,611,665 13,707,901 13,813,337 12,182,663 6,335,415
5,487,079
Capital stock 7,435,652 7,435,652 7,435,652 7,435,652 7,435,652
7,435,652
Capital surplus 1,965 1,965 1,965 1,965 1,965
1,965
Retained
earnings
Before
distribution
6,174,048 6,270,284 6,375,720 4,745,046 -1,102,202
-1,950,538
After
distribution
5,802,265 5,898,501 6,003,938 4,745,046
Other equity interest
Treasury stock
Non-controlling interest 53,368 50,183 51,035 46,995 43,669
42,754
Total equity Before
distribution
13,665,033 13,758,084 13,864,372 12,229,658 6,379,084
5,529,833
After
distribution
13,286,469 13,382,523 13,488,259 12,229,658

B. Condensed Non-consolidated Balance Sheet – Based on IFRS

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Summary for The Last Five Years
2013 2014 2015 2016 2017
Current assets 14,714,683 17,217,134 11,512,244 15,385,437
9,944,905

113

Held-to-maturity financial
assets-noncurrent
Held-to-maturity financial
assets-noncurrent
99,000 99,000
Investments accounted for
usingequitymethod
124,526 121,001 122,133 276,272
103,540
Property, Plant and
Equipment
10,340,851 11,103,343 10,992,866 10,707,945
10,562,578
Intangible assets 30,843 38,519 36,783 28,761
22,968
Other assets 839,090 1,130,558 949,532 1,203,651
1,601,626
Total assets 26,148,993 29,709,555 23,613,558 27,602,066
22,235,617
Current
liabilities
Before
distribution
9,216,091 13,424,860 6,872,565 13,116,484
7,982,400
After
distribution
9,587,874 13,796,643 7,244,347 13,116,484
Non-current liabilities 3,321,237 2,576,794 2,927,656 2,302,919
7,917,802
Total liabilities Before
distribution
12,537,328 16,001,654 9,800,221 15,419,403
15,900,202
After
distribution
12,909,111 16,373,437 10,172,003 15,419,403
Capital stock 7,435,652 7,435,652 7,435,652 7,435,652 7,435,652
Capital surplus 1,965 1,965 1,965 1,965 1,965
Retained
earnings
Before
distribution
6,174,048 6,270,284
6,375,720
4,745,046
-1,102,202
After
distribution
5,802,265 5,898,501 6,003,938 4,745,046
Other equity interest
Treasury stock
Total equity Before
distribution
13,611,665 13,707,901 13,813,337 12,182,663
6,335,415
After
distribution
13,239,882 13,336,118 13,441,555 12,182,663

6.1.2 Condensed Statement of Comprehensive Income/Condensed Statement of Income

A. Condensed Consolidated Statement of Comprehensive Income – Based on IFRS

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item
Financial Summary for The Last Five Years
As of March
31, 2018
2013 2014 2015 2016 2017
Operatingrevenue 24,892,573 25,497,653 21,457,696 15,747,699 16,404,344
2,882,456
Grossprofit(loss) 858,694 1,017,057 994,444 -1,060,228 -5,721,888
-1,046,675
Income(loss)from operations 341,923 506,354 436,634 -1,565,030 -6,228,965
-1,167,226
Non-operating income and
expenses
160,480 23,161 142,391 29,628 -124,077
79,035

114

Income(loss)before tax 502,403 529,515 579,025 -1,535,402 -6,353,042
-1,088,191
Net income(Loss) 439,801 454,378 472,784 -1,286,809 -5,883,199
-849,251
Other comprehensive income
(income after tax)
38,256 17,237 9,065 28,208 32,870
Total comprehensive
income(loss)
478,057 471,615 481,849 -1,258,601 -5,850,329
-849,251
Net income(loss) attributable
to shareholders of theparent
436,902 450,782 468,154 -1,287,100 -5,880,118
Net income attributable to
non-controllinginterest
2,899 3,596 4,630 291 -3,081
-849,251
Comprehensive income(loss)
attributable to Shareholders
of theparent
475,158 468,019 477,219 -1,258,892 -5,847,248
-848,336
Comprehensive income
attributable to
non-controllinginterest
2,899 3,596 4,630 291 -3,081
-915
Earningsper share(Note) 1.41 1.45 1.51 -4.11 -18.79
-2.71
Note:The weighted average number of shares outstanding used for the

115

B. Condensed Non-consolidated Statement of Comprehensive Income – Based on IFRS

Unit: NT$thousands
Financial Summary for The Last Five Years
2013
2014
2015
2016
2017
24,810,144
25,377,982
21,398,829
15,739,331
16,381,651
838,035
994,765
967,014
-1,071,215
-5,725,052
329,283
493,996
426,248
-1,5674,067
-6,219,268
166,478
29,588
144,997
27,943
-128,797
495,761
523,584
571,245
-1,536,124
-6,348,065
436,902
450,782
468,154
-1,287,100
-5,880,118
38,256
17,237
9,065
28,208
32,870
475,158
468,019
477,219
-1,258,892
-5,847,248
1.40
1.44
1.50
-4.11
-18.79
Unit: NT$thousands
Financial Summary for The Last Five Years
2013
2014
2015
2016
2017
24,810,144
25,377,982
21,398,829
15,739,331
16,381,651
838,035
994,765
967,014
-1,071,215
-5,725,052
329,283
493,996
426,248
-1,5674,067
-6,219,268
166,478
29,588
144,997
27,943
-128,797
495,761
523,584
571,245
-1,536,124
-6,348,065
436,902
450,782
468,154
-1,287,100
-5,880,118
38,256
17,237
9,065
28,208
32,870
475,158
468,019
477,219
-1,258,892
-5,847,248
1.40
1.44
1.50
-4.11
-18.79
Unit: NT$thousands
Financial Summary for The Last Five Years
2013
2014
2015
2016
2017
24,810,144
25,377,982
21,398,829
15,739,331
16,381,651
838,035
994,765
967,014
-1,071,215
-5,725,052
329,283
493,996
426,248
-1,5674,067
-6,219,268
166,478
29,588
144,997
27,943
-128,797
495,761
523,584
571,245
-1,536,124
-6,348,065
436,902
450,782
468,154
-1,287,100
-5,880,118
38,256
17,237
9,065
28,208
32,870
475,158
468,019
477,219
-1,258,892
-5,847,248
1.40
1.44
1.50
-4.11
-18.79
Unit: NT$thousands
Financial Summary for The Last Five Years
2013
2014
2015
2016
2017
24,810,144
25,377,982
21,398,829
15,739,331
16,381,651
838,035
994,765
967,014
-1,071,215
-5,725,052
329,283
493,996
426,248
-1,5674,067
-6,219,268
166,478
29,588
144,997
27,943
-128,797
495,761
523,584
571,245
-1,536,124
-6,348,065
436,902
450,782
468,154
-1,287,100
-5,880,118
38,256
17,237
9,065
28,208
32,870
475,158
468,019
477,219
-1,258,892
-5,847,248
1.40
1.44
1.50
-4.11
-18.79
Unit: NT$thousands
Financial Summary for The Last Five Years
2013
2014
2015
2016
2017
24,810,144
25,377,982
21,398,829
15,739,331
16,381,651
838,035
994,765
967,014
-1,071,215
-5,725,052
329,283
493,996
426,248
-1,5674,067
-6,219,268
166,478
29,588
144,997
27,943
-128,797
495,761
523,584
571,245
-1,536,124
-6,348,065
436,902
450,782
468,154
-1,287,100
-5,880,118
38,256
17,237
9,065
28,208
32,870
475,158
468,019
477,219
-1,258,892
-5,847,248
1.40
1.44
1.50
-4.11
-18.79
Year
Item
Financial Summary for The Last Five Years
2013 2014 2015 2016 2017
Operatingrevenue 24,810,144 25,377,982 21,398,829 15,739,331
16,381,651
Grossprofit(loss) 838,035 994,765 967,014 -1,071,215
-5,725,052
Income(loss)from operations 329,283 493,996 426,248 -1,5674,067
-6,219,268
Non-operating income and
expenses
166,478 29,588 144,997 27,943
-128,797
Income(loss)before tax 495,761 523,584 571,245 -1,536,124
-6,348,065
Net income(Loss) 436,902 450,782 468,154 -1,287,100
-5,880,118
Other comprehensive income
(income after tax)
38,256 17,237 9,065 28,208
32,870
Total comprehensive
income(loss)
475,158 468,019 477,219 -1,258,892
-5,847,248
Earningsper share(Note) 1.40 1.44 1.50 -4.11
-18.79

Note : The weighted average number of shares outstanding used for the loss per share computation was adjusted retroactively for the record date of the reduction on May 10, 2018. The record date of the reduction was after the 2018Q1 financial reporting date, but earlier than the issue date. Therefore, the loss per share was based on the outstanding share after the reduction.

6.1.3 Auditors’ Opinions from 2012 to 2016

Year AccountingFirm Auditors’ Opinion
2013 Pricewaterhouse Coopers Unqualified
2014 Pricewaterhouse Coopers Unqualified
2015 Pricewaterhouse Coopers Unqualified
2016 Pricewaterhouse Coopers Unqualified
2017 Pricewaterhouse Coopers Unqualified

116

6.2 Five-Year Financial Analysis

A. Consolidated Financial Analysis – Based on IFRS


Item
Year Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years Financial Analysis for the Last Five Years As of
March
31,
2018
2013 2014 2015 2016 2017
Financial
structure (%)
Debt Ratio 47.98 53.84 41.60
55.80

71.37

75.70
Ratio of long-term capital to
property, plant and
equipment
164.11 147.05 152.83
135.80

135.38

133.36
Solvency (%) Current ratio 161.21 129.58 169.51
118.51

126.38

118.92
Quick ratio 6.49 6.30 18.69
7.99

22.73

20.09
Interest earned ratio(times) 22.62 18.56 23.69
-22.20

-73.06

-43.28
Operating
performance
Accounts receivable turnover
(times)
65.01 90.43 64.20 29.24
15.14

7.98
Average collectionperiod 5.61 4.04 5.69
12.48

24.11

45.74
Inventoryturnover(times) 9.70 10.04 8.46 4.69
6.23

7.27
Accounts payable turnover
(times)
16.10 15.32 14.59
12.90

15.81

12.25
Average days in sales 37.63 36.35 43.14
77.83

58.59

50.21
Property, plant and
equipment turnover(times)
2.42 2.37 1.94
1.45

1.54

1.10
Total assets turnover(times) 0.94 0.91 0.80
0.61

0.66

0.51
Profitability Return on total assets(%) 1.72 1.71 1.85
-4.79

-23.27

-3.68
Return on stockholders'
equity (%)
3.20 3.31 3.42
-9.86

-63.23

-14.26
Pre-tax income to paid-in
capital(%)
6.76 7.12 7.79
-20.65

-85.44

-14.63
Profit ratio(%) 1.77 1.78 2.20
-8.17

-35.86

-29.46
Earnings per share
(NT$)(Note)
1.41 1.45 1.51 -4.11
-18.79

-2.71
Cash flow Cash flow ratio(%) 74.92
Cash flow adequacyratio(%) 138.25
80.01

97.53
Cash reinvestment ratio(%) -1.84 -1.20 14.85
-1.27

-0.00

Leverage Operatingleverage 10.15 8.32 5.67
Financial leverage 1.07 1.06 1.06
0.96

0.99

0.98

Note : The weighted average number of shares outstanding used for the loss per

share computation was adjusted retroactively for the record date of the reduction on May 10, 2018. The record date of the reduction was after the 2018Q1 financial reporting date, but earlier than the issue date. Therefore, the loss per share was based on the outstanding share after the reduction.

117

B. Non-consolidated Financial Analysis – Based on IFRS


Item
Year Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years Financial Analysis for the Past Five Years
2013 2014 2015 2016 2017
Financial
structure (%)
Debt Ratio 47.95
53.86
41.50
55.86

71.51
Ratio of long-term capital to
fixed assets
163.75
146.66

152.29

135.28

134.94
Solvency (%) Current ratio 159.66
128.25

167.51

117.30

124.59
Quick ratio 4.80
4.89

15.46

6.70

20.96
Interest earned ratio(times) 22.33
18.36

23.39

-22.21

-73.01
Operating
performance
Accounts receivable
turnover(times)
71.58
120.41

85.54

30.90

15.29
Average collectionperiod 5.10
3.03

4.27

11.81

23.87
Inventory turnover (times) 9.67
10.00

8.45

4.69

6.22
Accounts payable turnover
(times)
16.25
15.45

14.87

13.16

15.80
Average days in sales 37.75
36.50

43.20

77.83

58.68
Fixed assets turnover
(times)
2.42
2.37

1.94

1.45

1.54
Total assets turnover
(times)
0.94
0.91

0.80

0.61

0.66
Profitability Return on total assets(%) 1.72
1.70

1.84

-4.81

-23.31
Return on stockholders'
equity (%)
3.20
3.30

3.40

-9.90

-63.51
Pre-tax income to paid-in
capital(%)
6.67
7.04

7.68

-20.66

-85.37
Profit ratio(%) 1.76
1.78

2.19

-8.18

-35.89
Earnings per share
(NT$)(Note)
1.40
1.44

1.50

-4.11

-18.79
Cash flow Cash flow ratio(%) 73.80
Cash flow adequacy ratio
(%)
137.29
103.09
Cash reinvestment ratio(%) -1.85
-1.18

14.55

-1.22

-1.27
Leverage Operatingleverage 10.43
8.44

5.72

Financial leverage 1.08
1.07

1.06

0.96

0.99

Note : The weighted average number of shares outstanding used for the loss per share computation was adjusted retroactively for the record date of the reduction on May 10, 2018. The record date of the reduction was after the 2018Q1 financial reporting date, but earlier than the issue date. Therefore, the loss per share was based on the outstanding share after the reduction.

118

6.3 Supervisors’ /Audit Committee’s Report in the Most Recent Year

Audit Committee's Review report

This proposal is the presentation by the Board of Directors of the Company's 2017 Business Report, Financial Statements, and the Deficit Compensation Proposal. Of these items, the Financial Statements have been audited by external auditors of PricewaterhouseCoopers(PwC) Taiwan, and an opinion and report have been issued on the Financial Statements.The aforementioned proposal regarding Business Report, Financial Statements, and the Deficit Compensation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee. Per the regulations in Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report. To:

2018 General Shareholders' Meeting of CSBC Corporation.

CSBC CORPORATION,TAIWAN

Audit Committee Convenor: LIEU, DER-MING

March 23, 2018

6.4 Financial Statements for the Years Ended December 31, 2017 and 2016, and Independent Auditors Report.

Please refer to page APPENDIX 2 of the Chinese annual report.

6.5 Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016.

As Appendix 1.

119

VII. Review of Financial Conditions, Financial Performance, and Risk Management 7.1 Analysis of Financial Status

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2017 2016 Difference
Amount %
Current Assets 10,088,688 15,557,809 -5,469,121
-35.15
Funds & Long-term
investments
1,645 166,616 -164,971
-99.01
Fixed Assets 10,563,764 10,709,596 -145,832
-1.36
Intangible assets 23,010 28,847 -5,837
-20.23
Other Assets 1,606,286 1,208,074 398,212
32.96
Total Assets 22,283,393 27,670,942 -5,387,549
-19.47
Current Liabilities 7,982,566 13,127,490 -5,144,924
-39.19
Long-term Liabilities 7,921,743 2,313,794 5,607,949
242.37
Total Liabilities 15,904,309 15,441,284 463,025
3.00
Capital stock 7,435,652 7,435,652
Capital surplus 1,965 1,965
Retained Earnings -1,102,202 4,745,046 -5,847,248
-123.23
Non-controllinginterest 43,669 46,995 -3,326
-7.08
Total Stockholders' Equity 6,379,084 12,229,658 -5,850,574
-47.84

7.2 Analysis of Operation Results

Unit: NT$ thousands

Year
Item
2017 2016 Difference Difference
Amount %
Gross Sales 16,404,344 15,747,699
656,645

4.17
Cost of Sales 22,126,232 16,807,927
5,318,305

31.64
Gross Profit(loss) -5,721,888 -1,060,228 -4,661,660 439.68
OperatingExpenses 507,077
504,802

2,275

0.45
OperatingIncome(loss) -6,228,965 -1,565,030 -4,663,935 298.01
Non-operatingIncome and Expenses -124,077
29,628

-153,705

-518.78
Income(loss)Before Tax -6,353,042 -1,535,402 -4,817,640 313.77

120

Tax Benefit(Expense) -469,843 -248,593 -221,250 89.00
Net income(loss) -5,883,199 -1,286,809 -4,596,390
357.19
Other comprehensive income
(income after tax)
32,870 28,208 4,662
16.53
Total comprehensive income(loss) -5,850,329 -1,258,601 -4,591,728
364.83

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Current Year

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Cash and Cash
Equivalents,
Beginning of
Year
(1)
Net Cash Flow
from
Operating
Activities
(2)
Cash
Outflow
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)

Leverage of Cash Deficit
Investment
Plans
Financing Plans
281,814 (4,279,533)
1,010,592
(5,008,311) 0 5,272,784
Analysis of change in cash flow in the current year:
The main change is about the operating activities, depreciation, fixed assets improve
-ments,and short-term loan.

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Year
Item
2017 2016 Variance (%)
Cash Flow Ratio(%) - -
-
Cash Flow AdequacyRatio(%) 80.01 138.25
-42.13
Cash Reinvestment Ratio(%) - -1.27
-
Analysis of financial ratio change:
Decrease in Cash Flow Ratio (%) and Cash Reinvestment Ratio (%) is mainly due to decrease
in Cash Flow from Operating Activities.

7.3.3 Cash Flow Analysis for the Coming YearNone

121

7.4 The impact of the recent major capital expenditure on the financial business

7.4.1 Real estate, plant and equipment project investment plan

Plan name Kaohsiung plant
two giant tyrants
gantry crane
replacement
project investment
project
Kaohsiung plant
new LLC-50 tons
of a cable car
project
investment plan
Kaohsiung plant #
2 pier RS31 area
lifting load project
investment
property New investment:
Enhance Kaohsiung
Plant Shipbuilding
Energy and Efficiency
New investment:
Enhance Kaohsiung
plant hull factory
shipbuilding energy
and efficiency
New investment:
Raise the RS31 area of
Kao -hsiung Plant # 2
at a lifting load of 30
tons / m2
Plan period March 2017 ~
September 2020
March 2017 ~
April 2019
November 2017 ~
December 2020
Investment 2,500 millionyuan 215 millionyuan 138 millionyuan

7.4.2 General investment plans for real estate, plant and equip -ment in 2016

2017 General Investment Budget Execution, Budget $ 504,480 thousand, Actual Occurrences 405,660 thousand dollars, the annual budget implementation rate of 80.41%.

Major projects:

  • 1.35M aerial work platform car * 2 sets, 30M aerial work platform car * 2 sets.

  • High-voltage equipment to improve and replace.

  • 80RT dehumidifier

  • 4 hull plant cold workshop PAQARA activities shed renovation.

  • Keelung factory management team new plant project.

7.5 Financial impact on the Company for the year: No significant effect.

7.6 Analysis of Risk Management

122

7.6.1 Effects of Changes in Interest Rates and Foreign Exchange Rates on Corporate Finance, and Future Response Measures

  • (1) Interest rate

The loss from interest in 2017 was an amount equivalent to 0.44% of total operating income. CSBC will continue to carefully monitor interest rate movements and make use of capital markets financing instruments to ensure that our financing costs are at a comparatively low level.

  • (2) Foreign exchange rates

  • The gain from foreign exchange transactions in 2017 was an amount equivalent to 0.1% of total operating income. CSBC has a clear operating strategy and risk control procedure to respond to changes in the spot exchange rate, stays in close contact with financial institutions, and adjusts its foreign exchange strategy to minimize the risk of exchange rate accordingly.

7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

A.CSBC did not engage in high-risk or high-leveraged investments, and lending to others.

B. Derivative transactions follow CSBC’s “Directions for Asset Acquisition or Disposal”. As of Dec. 31, 2017, the forward foreign exchange contract amount is NTD$106 million and unrecognized net loss is NTD$280 thousands.

C.The transactions and procedures related to endorsement are based on CSBC’s “Guidelines Governing Management of Endorsement or Guarantee for Others”. As of Dec. 31, 2017, the balance of endorsement is NTD$1,323,938 thousand dollars. Actual using amount is NTD$75,000 thousand dollars.

7.6.3 Future Research & Development Projects and Corresponding Budget

A. R&D plan progress (as of March 31, 2018)

R&D plan R&D
Progress
Reenter the
cost
(Thousand)
Finish
date
The main factor of
success
1. Study on ice
strengthening
of a propulsive
shafting
system (3/3)
15% 2,031 20181231 Development of shaft
calculation and analysis
software that meets the
practical requirements and the
international laws of shaft
design, strengthening of the
theoretical basis of shaft design
engineers, enhancement of the
shaft design quality, and
facilitation of shaft design
automationprocedures.

123

2. Study on
Underwater
Welding
Defects,
Corrosion and
Improvement
of Offshore
Wind Turbine
Foundation
(3/3)
15% 2,800 20181231 To accomplish AWS D3.6
Class “A” welds a
semi-automatic gas metal arc
welding (GMAW) or
flux-cored arc welding
(FCAW), process with a
transparent and movable,
local-dry enclosure would be
an effective approach to
develop.
3. Study on
Application of
HSLA - 80
Steel Plate
Welding
Process(2/2)
25% 1,500 20181231 1. Qualified materials and
welding materials is hard to
obtain.
2. High welding skill
requirements.
3. Rigorous welding process.
4. Offshore Wind
Farm Marine
Warranty
Survey
Training (2/2)
35% 2,950 20181231 The actual marine engineering
operations required.
5. The Study of
Marine
Construction
Technologies
and Design of
Construction
Appliances
(2/3)
19% 4,770 20181231 Step-by-step, by learning how
the successful foreign design
construction machinery cases
was achieved.
6. Study on the
method and
processes of
solid modeling
of selected
Key Plan
design
drawings
41% 873 20181231 The schedule matching of the
selected key plan design
drawings and the 3D model
construction, and the solid
modeling group being
immediately updated the
modification situation of key
plan design drawings are the
two important factors that
would have apparent influence
on the achievement and benefit
of the key plan solid modeling
process.
7. Study and
Analysis on
Shipbuilding
Market(107)
27% 1,050 20181231 Sufficient information for
Shipbuilding Market.
8. The Study and
Development
of Potential
Vessel Projects
(107)
25% 40,530 20181231 1. Grasp the vessel requirement
for the future market.
2. Overall analysis for design
and business loading.
9. The
development
of new
warship and
government
ship (107)
20% 10,970 20181231 International situation will
affect the resource of
equipment and technical
assistance.

124

10. Economic
Study Of The
Project of
Building
Indigenous
Naval Vessels
16% 964 20181231 To provide credibility with the
policy doctrine for the
company to expand business
ship business.
11. A Study on
Effectiveness
Analysis and
Dynamic
Characteristics
of Vibration
Isolation
Elements
22% 1,688 20181231 The establishment of the
company’s vibration isolation
elements design energy.
12. Estimation of
the propellers
and
appendages
performance
in real sea
conditions
16% 960 20181231 1. Basing on the design
capacity and business needs,
applying to the real ships.
2. Cooperating with ship owner
to realize the real ship
conditions.
13. Study of 3D
Print & 3D
Measure
Technologies
Application in
Bell Mouth
module
Fabrication
and Outward
Measure
Methods
13% 680 20181231 1. Shrinkage of 3D Print
Product.
2. Strength of 3D Print
product.
3. Make-up of 3D Print
Product.
14. The
development
of underwater
noise
measurement
and analysis
system
19% 2,654 20181231 To research into regulations of
underwater and build the
system of underwater noise
measurement and analysis that
shall be a basis for ship's
underwater noise development.
15. The
exploratory
study for hull
vibration
Compensator
20% 1,488 20181231 1. Complete the vibration
compensator torque for
application to hull vibration
response.
2. Discussion the vibration
compensator design and
manufacturemethod.
16. Study on
Reduction of
Welding
Angular
Distortion
Correction
Requirements
and
Development
of
Corresponding
Technologies
and
Facilities(1/2)
21% 1,500 20181231 1. To improve welding angular
distortion analysis and
control techniques.
2. To enhance R&D and
maintenance capabilities for
essensial facilities.

125

17. The Study of
Geotechnical
Design and
Steps from
Geotechnical
Campaign to
the Installation
30% 1,200 20181231 The Experience of Foreign
Piling Analysis and
Engineering Project.
18. Patented
Technology
Intelligence
Analysis of
Shipbuilding
Technology in
Competitive
Countries
16% 1,110 20181231 The company could use the
intelligence information of
patented shipbuilding
technology invested by
competitor to plan the
offensive and defensive market
tactics. And avoid resources
wasting by introducing the
patent analysis before the
technology development
program application.
19. Trial
manufacturing
plan for key
components of
rolling
stock(1/2)
20% 1,160 20181231 Making a real bogie frame to
verify the flow of design is
correct or not, it will help
CSBC to approach the key
factor of bogie frame design.
20. Study on
Smart Ship
Technology
and
Application(1/
2)
33% 18,520 20181231 This project includes smart
ship design, digital
transformation in
manufacturing and unified
management system to
promote smart technology in
shipdesign.

B. R&D plans and estimated expenses in the future.

CSBC’s Research and development plans can be divided into self-research, coop -erative research and commissioned research in 2018. There are 7 plans belonging to self-research, 12 plans belonging to cooperative research, and one belong commissioned research. Totally are 20 plans for research and development and expect to spend NTD149 million in CSBC.

7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

CSBC usually has a high degree of attention and proper ability to respond to the development of domestic and foreign political and economic situation and the legal changes. In recent years and as of the date of publication, important policies and legal changes at home and abroad have not had a significant impact on the Company's financial business.

126

7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

In addition to participating in foreign shipbuilding technical seminars or annual meetings, shipbuilding and shipping exhibitions, CSBC has also organized seminars through the domestic shipbuilding industry consortium, the Joint Ship Design Center, and related surveying societies, schools and research institutes, Obtaining industry information and grasping recent market news to innovate the design of ships to meet the needs of the airlines, in addition to increase the company's profits, but also to enhance the development of shipbuilding and management technology.

7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

CSBC in the industry's image has always been good, listed on December 22, 2008 listed, the company each year to accept the stock exchange corporate governance system assessment, evaluation results as 6% to 20% blue chip companies, the company's corporate image has a positive

7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and

  • Acquisition PlansNone

7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion

PlansNone

127

7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

The main suppliers of steel products in the steel company focused on the steel, mainly in the steel company for the company's long supply of marine steel suppliers, the supply is good, and the steel near the company, steel plate through the company's steel plate storage, The only domestic can provide marine steel company, with the company to develop the required marine steel plate, so the main purchase of steel suppliers have focused on the phenomenon. As for the sales customers focus, mainly due to the company's market positioning in the container round, the order to the container wheel-based, as the container round order with the same boat composed of fleet characteristics, that is, each order to undertake 5 to 10 ships, and the company In order to reduce production costs, increase profits, but also a single design a large number of orders for the business direction, so a single year easy to focus on customer phenomenon.

Future sales continue to move towards diversification in order to avoid possible operational risks.

7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%None

7.6.11 Effects of, Risks Relating to and Response to the Changes in Management

Rights

CSBC on December 22, 2008 to complete the listing and privatization of shares, to July 13, 2016 government agencies holding about 33.57% stake, the remaining shares scattered, there is no centralized fiscal situation, and listed companies based on legal norms Business, not because of the privatization of the company have a significant impact and risk.

7.6.12 Litigation or Non-litigation Matters

(1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None.

(2) Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings: None.

7.6.13 Other Major RisksNone

128

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

A.Subsidiaries Relationship

==> picture [488 x 171] intentionally omitted <==

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

CSBC
70% 40% 37.97%
CCSC TOWSC Fuhai
100% 100%
Blue Ocean Wind Power Blue Ace
Engineering (H.K.) Ltd. Corporation
----- End of picture text -----

B.Subsidiaries Profile

Name of
Subsidiary
Date of
Incorporation
Address Paid-In
Capital
Business Area
CCSC 2010.09.13 No.3, Jhonggang Rd.,
Siaogang District,
Kaohsiung City 81234,
Taiwan (R.O.C.)
NT$125,000
thousand
Ship Painting
Engineering & Steel
Structure Painting
Engineering
Blue Ocean
Wind Power
Engineering
(H.K.) Ltd.
2014.07.11 RM 2401,24/F 101
KING’S RD FORTRESS
HILL HONG KONG
US$10,000 Engineering
consultants &
mechanical
installation
TOWSC 2014.09.10 7F., No.6, Sec. 4, Xinyi
Rd., Da'an Dist., Taipei
City 106, Taiwan
(R.O.C.)
NT$10,000
thousand
Operation and
maintenance of
offshore wind farm
Blue Ace
Corporation
2016.07.28 No.224, He 1st Rd.,
Zhongzheng Dist.,
Keelung City 202,
Taiwan (R.O.C.)
NT$25,000
thousand
Metal processing,
painting
engineering &
manpower
dispatch
Fuhai Wind
Farm
Corporation
2015.06.30 7F., No.6, Sec. 4, Xinyi
Rd., Da'an Dist., Taipei
City 106, Taiwan
(R.O.C.)
NT$395,001
thousand
Power generation

129

C.Operation Performance of Subsidiaries

2017.12.31, NT$ thousand

Name of
Subsidiary
paid-in Total Total
Net
Worth
Revenue Operati
on Profit
Net
income
EPS

capital
Assets Liabiliti
es
CCSC 125,000 162,454 16,890 145,564 150,950 (8,043) (10,156) (0.81)
Blue
Ocean
Wind
Power
Engineering
(H.K.)Ltd.
300 1,484 1,354 130 0 (63) (1,955) (65.17)
TOWSC 10,000 6,619 2,100 4,518 4,365 2,509 (1,832) (1.83)
Blue Ace
Corporation
25,000 29,076 4,776 24,300 81,278 (865) (699) (0.28)
Fuhai
Wind
Farm
Corporation
395,001 366,727 400,548 (33,821) 0 (154,352) (109,885) (2.78)

D.Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year

CCSC was established on September 13, 2010, the main business is from CSBC’s ship coating business accounting for about 80% of the overall revenue. In the year of 2016, net loss of CCSC after the year is NT$10,156 thousands. In that, CSBC recognizes NT$7,189 thousands of investment loss due to CSBC holds 70% of CCSC shares.

TOWSC was established on September 10, 2014, the main business is from operation and maintenance of offshore wind farm. In the year of 2016, net income of TOWSC after the year is NT$ -1,832 thousands. In that, CSBC recognizes NT$ -733 thousands of investment interest due to CSBC holds 40% of TOWSC shares. The negative profit was caused by the delay of Fuhai offshore wind farm construction. The profit may become positive after 2018.

130

Fuhai was established on June 30, 2015, the main business is from power generation which was caused by offshore wind. In the year of 2016, net income of Fuhai after the year is NT$ -109,885 thousands. Because CSBC has estimated the value of Fuhai shares is equal to 0, CSBC recognizes NT$ 144,103 thousands of impairment losses on assets on June 2016. The construction of Fuhai wind farm has been stopped by the EIA issue.

CSBC will continue to strengthen its investment management in the coming year to enhance its investment income, and will also continue to invest in the development of the related industries beyond the core of the shipbuilding industry.

8.2 Private Placement Securities in the Most Recent Years:

Item Privateplacement of common shares of 2018
Type of private
placement
sexurity
Common shares
The date and
amount approved
by Shareholdings’
Meeting
The total amount of private placement of common share
approved by Extraordinary Shareholdings’ Meeting of Dec.
21, 2017 is within 200 million shares. The first timeestimated
privateplacement is within 100 million shares.
The criteria and
the
reasonableness
for determination
of the price.
1. According to “Directions for Public Companies Conducting
Private Placements of Securities”, the reference price shall
be the higher of the following two calculations:
a. The simple average closing price of the common shares
of the TWSE listed or TPEx listed company for either
the 1, 3, or 5 business days before the price
determination date, after adjustment for any
distribution of stock dividends, cash dividends or
capital reduction.
b. The simple average closing price of the common shares
of the TWSE listed or TPEx listed company for the 30
business days before the price determination date,
after adjustment for any distribution of stock
dividends, cash dividends, or capital reduction.
The price per share fixed for privately placed common
shares would be not lower than 80 percent of the
reference price.

131

2. As above, The simple average closing price for the 30
business days before May 11,2018, after adjustment for
capital reduction is reference price, NT$52.62. The price
per share for private placement of common share is
NT$42.10 ,equal to 80% of the reference price. It's
conformed to the resolution of Extraordinary Shareholders'
Meeting.
2. As above, The simple average closing price for the 30
business days before May 11,2018, after adjustment for
capital reduction is reference price, NT$52.62. The price
per share for private placement of common share is
NT$42.10 ,equal to 80% of the reference price. It's
conformed to the resolution of Extraordinary Shareholders'
Meeting.
2. As above, The simple average closing price for the 30
business days before May 11,2018, after adjustment for
capital reduction is reference price, NT$52.62. The price
per share for private placement of common share is
NT$42.10 ,equal to 80% of the reference price. It's
conformed to the resolution of Extraordinary Shareholders'
Meeting.
2. As above, The simple average closing price for the 30
business days before May 11,2018, after adjustment for
capital reduction is reference price, NT$52.62. The price
per share for private placement of common share is
NT$42.10 ,equal to 80% of the reference price. It's
conformed to the resolution of Extraordinary Shareholders'
Meeting.
2. As above, The simple average closing price for the 30
business days before May 11,2018, after adjustment for
capital reduction is reference price, NT$52.62. The price
per share for private placement of common share is
NT$42.10 ,equal to 80% of the reference price. It's
conformed to the resolution of Extraordinary Shareholders'
Meeting.
The method for
selecting the
specificpersons
In accordance with Article 43-6 of the Securities and
Exchange Act.
In the reasons for
the necessity for
conducting the
private
placement
Considering the timeliness, convenience and issuance costs,
the company conduct the private placement of common
shares.
shares.
The date of the
price has been
paid upin full
May 25, 2018
Placee
Placee Qualification Shares Relationship
with the
company
National
Development
Fund,
Executive
Yuan
Article 43-6,
paragraph 1,
subparagraph
2 of the
Securities and
Exchange Act
30,000,000 Government
relations
Yao-Hwa
Co.,Ltd
Management
Commission
Article 43-6,
paragraph 1,
subparagraph
2 of the
Securities and
Exchange Act
30,000,000 Government
relations

132

price collection. The deficiency of price collection is to grant a
loan to meet the demand of working capital.
The actual private
placementprice
NT$42.10 per share.
The discrepancy
between actual
private price and
referenceprice
The actual private placement price NT$42.10 is 80% of the
reference price NT$52.62.
Any effect of the
private
placement on
shareholder
equity
The Securities and Exchange Act regulates the qualification of
placee, 3-year limit of transference, so there is certain
protection on shareholder equity.
The status of
utilization of the
funds and the
plan
implementation
progress
To enrich working capital and refund the short-term loan.
The realization of
plan benefits
After capital increase, it would improve the financial
structure, business operation and development, and benefit
to the shareholders’ equity.

8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent

YearsNone

133

Appendixl

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT ACCOUNTANTS

DECEMBER 31, 2017 AND 2016

-----------------------------------------------------------------------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES

Declaration of Consolidated Financial Statements of Affiliated Enterprises

Year ended December 31, 2017, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the company that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements of parent and subsidiary companies under IFRS 10. And if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.

Hereby declare,

CSBC CORPORATION, TAIWAN

WEN-LON CHENG

March 23, 2018

~1~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR 17000351

To the Board of Directors and Shareholders of CSBC CORPORATION, TAIWAN

Opinion

We have audited the accompanying consolidated balance sheets of CSBC CORPORATION, TAIWAN and its subsidiaries (the “Group”) as at December 31, 2017 and 2016, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

~2~

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Accounting estimates and assumptions for total cost of construction contract

Description

Please refer to Note 4(13) for a description of the accounting policy on construction contracts. Please refer to Note 5 for critical accounting estimates and assumptions for total cost of construction contracts. The Group is engaged in in the business of designing and building of various ships and cruisers. Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

As the data used for assumptions involves subjective judgement and accounting estimates are highly uncertain, this may affect the completeness and relevant assertions. Considering that the estimated total cost of construction contracts is material to the financial statements, therefore, we assessed that these accounting estimates and assumptions as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Assessing the effectiveness of CSBC Group’s internal control regarding the estimation process of total cost of construction contract. This includes:

  2. (1) Whether the data used by management for estimates and assumptions is complete, relevant and accurate.

  3. (2) Whether accounting estimates and assumptions have been reviewed and approved by proper management level.

  4. (3) Whether the segregation of duties is appropriate.

~3~

  1. Obtaining the Estimate at Completion Reports, selecting sample reports and verifying the accuracy, completeness and relevance of the data that was used for assumptions and estimations. Checking whether the use of estimates and assumptions in the Estimate at Completion Reports are appropriate.

  2. Comparing cost at completion for the same or similar ships and then assessing the reasonableness of the Estimate at Completion Report.

Assessment of construction loss

Description

Please refer to Note 4(13) for a description of the accounting policy on construction contracts.

There is a concern regarding the oversupply in the shipbuilding industry worldwide. Customers tend to behave conservatively which causes a decline in ship prices. Thus, there is a high possibility of total construction cost exceeding total construction revenue. In accordance with the Group’s accounting policy on construction contracts, when there is a high possibility of total construction cost exceeding total construction revenue, estimated loss shall be recognised immediately.

The aforementioned estimated loss shall include constructions that have not yet been initiated. As the estimated loss is material to the financial statements, therefore, we assessed that the estimated loss as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Obtaining calculation table of construction in progress – construction income / loss. Checking whether it includes all the construction contracts including those contracts that have not yet been initiated.

  2. Testing the accuracy of calculation table by selecting samples and performing the following audit procedures:

  3. (1) Reviewing construction contracts and checking the contractual price and foreign exchange rates in order to verify the accuracy of calculation.

  4. (2) Verifying estimated total construction cost to management’s calculation in order to check the consistency of estimates and assumptions used.

~4~

– Other matter Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of CSBC CORPORATION TAIWAN, as at and for the years ended December 31, 2017 and 2016.

Responsibilities of management and those charged with governance for the

consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s responsibilities for the audit of the consolidated financial statements

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

~5~

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

~6~

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

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

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

WANG, KUO-HUA WU, CHIEN-CHIH

For and on behalf of PricewaterhouseCoopers, Taiwan March 23, 2018

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)(22)
6(22) and 7
6(3)(22)
6(3)(22) and 7
7
6(4)(22)
6(5) and 7
6(7)
6(8)(9) and 10
6(8)(9)
6(10)
6(29)
7
December31,2017
AMOUNT
%

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December31,2016 December31,2016
AMOUNT

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%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related
parties
1190
Receivables from customers on
construction contracts
1195
Receivables from customers on
construction contracts - related
parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories, net
1410
Prepayments
1479
Other current assets, others
11XX
Total current Assets
Non-current assets
1550
Investments accounted for under
equity method
1600
Property, plant and equipment,
net
1760
Investment property, net
1780
Intangible assets, net
1840
Deferred income tax assets
1920
Refundable deposits
15XX
Total non-current assets
1XXX
Total assets




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(Continued)

~8~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(11)
6(12)
6(13)
6(22) and 7
6(22) and 7
6(3)(22)
6(3)(22) and 7
6(14)
6(18)(22)

6(16)
6(15)
6(29)
6(16)
6(16)
6(17)
6(19)
6(20)
6(21)(29)

6(31), 7 and 9
10
11
December31,2017
AMOUNT
%

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December31,2016 December31,2016
AMOUNT

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%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2120
Financial liabilities at fair value
through profit or loss - current
2150
Notes payable
2160
Notes payable - related parties
2170
Accounts payable
2190
Payables to customers on
construction contracts
2195
Payables to customers on
construction contracts - related
parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2305
Other current financial liabilities -
current
2310
Unearned receipts
21XX
Total current Liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2610
Long-term notes, accounts and
overdue payable
2630
Long-term deferred revenue
2640
Net defined benefit liability, non-
current
2645
Guarantee deposits received
2670
Other non-current liabilities,
others
25XX
Total non-current liabilities
2XXX
Total Liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
31XX
Total equity attributable to
owners of the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities
and unrecognized contract
commitments
Significant disaster loss
Significant subsequent events
3X2X
Total liabilities and equity
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The accompanying notes are an integral part of these consolidated financial statements.

~9~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars, except loss per share)

Items YearendedDecember31
2017
2016
Notes
AMOUNT
%
AMOUNT
%
6(23) and 7

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4000
Operating revenue
5000
Operating costs
5900
Net operating loss
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating loss
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and
joint ventures accounted for
under equity method
7000
Total non-operating income
and expenses
7900
Loss before income tax
7950
Income tax benefit
8200
Loss for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Gains on remeasurements of
defined benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
8300
Other comprehensive income
8500
Total comprehensive loss for the
year
Profit (loss), attributable to:
8610
Equity holders of the company
8620
Non-controlling interest
Total
Comprehensive (loss) income
attributable to:
8710
Equity holders of the company
8720
Non-controlling interest
Total
Basic loss per share
9750
Total basic loss per share

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

~10~

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CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2017 AND 2016 (Expressed in thousands of New Taiwan dollars) Equity attributable to owners of the parent Retained Earnings Unappropriated retained earnings Capital surplus
Legal reserve
Special reserve
(accumulated deficit)

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Notes 6(21)
2016 Balance at January 1, 2016 Distribution of 2015 earnings: Legal reserve Cash dividends Net (loss) profit for 2016 Other comprehensive income for 2016 Cash dividends distributed to non- controlling interests Balance at December 31, 2016 2017 Balance at January 1, 2017 Net loss for 2017 Other comprehensive income for 2017 Cash dividends distributed to non- controlling interests Balance at December 31, 2017

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation of property, plant and equipment
Depreciation of investment property
Amortization of intangible and other assets
Provision for doubtful accounts
Loss on investments accounted for using equity method
Profit on valuation of financial assets and liabilities
Government grant income
Interest income
Interest expense
Disaster loss
Loss on disposal of property, plant and equipment
Impairment loss
Changes in operating assets and liabilities
Changes in operating assets
(Increase) decrease in notes receivable
Increase in accounts receivable
(Increase) decrease in accounts receivable - related parties
Decrease (increase) in receivables from customers on construction
contracts
Decrease (increase) in receivables from customers on construction
contracts - related parties
(Increase) decrease in other receivables
Decrease in other receivables - related parties
Decrease (increase) in inventories
Decrease in prepayments
Decrease in other current assets
Changes in operating liabilities
Increase in financial liabilities at fair value through profit or loss
Increase in notes payable
(Decrase) increase in notes payable - related partie
Increase in accounts payable
Decrease in payables to customers on construction contracts
Increase (decrase) in payables to customers on construction
contracts - related parties
(Decrease) increase in other payables
Increase (decrease) in provisions for liabilities - current
Increased in unearned receipts
Increase in net defined benefit liability - non-current
Cash outflow generated from operations
Interest received
Payment of interest
Income tax paid
Net cash flows used in operating activities
Notes
2017
2016
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~12~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2017 AND 2016

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of held-to-maturity financial assets
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in refundable deposits
Decrease in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
(Decrease) increase in short-term notes and bills payable
Decrease in other financial liabilities - government grants
Proceeds from long-term debt
Increase in guarantee deposit received
Decrease in guarantee deposit received
(Decrease) increase in other non-current liabilities
Cash dividends paid
Cash dividends paid to non-controlling interests
Net cash flows from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2017
2016



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

~13~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

1. HISTORY AND ORGANIZATION

  • (1) On May 1, 1946, Taiwan Machinery and Shipbuilding Company was established by merging Taiwan Dockyard Company with Taiwan Steel Works and Tong Kuang Company in Kaohsiung. The Headquarters is located in Kaohsiung.

  • (2) In July, 1973, China Shipbuilding Corporation (the “Company”) was established and reverted to being a state–owned company. In January, 1978, China Shipbuilding Corporation merged with Taiwan Machinery and Shipbuilding Company resulting in the formation of China Shipbuilding Corporation. The Group is engaged in the business of building, manufacturing and repair of various ships and onshore equipment, ship coating, anti-corrosion coating on large steel structure, surface treatment and professional coating.

  • (3) On March 1, 2007, China Shipbuilding Corporation changed its name to CSBC Corporation, Taiwan.

  • (4) The Company is a listed company since December 22, 2008.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2018

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by FSC effective from 2017 are as follows:

New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 10, IFRS 12 and IAS 28, ‘Investment entities:
applying the consolidation exception’
Amendments to IFRS 11, ‘Accounting for acquisition of interests in
joint operations’
IFRS 14,‘Regulatory deferral accounts’
Amendments to IAS 1, ‘Disclosure initiative’
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016

�����

NewStandards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IAS 16 and IAS 38,‘Clarification of acceptable
methods of depreciation and amortisation’
Amendments to IAS 16 and IAS 41,‘Agriculture:bearer plants’
Amendments to IAS 19,‘Defined benefit plans: employee
contributions’
Amendments to IAS 27,‘Equity method in separate financial
statements’
Amendments to IAS 36,‘Recoverable amount disclosures for non-
financial assets’
Amendments to IAS 39,‘Novation of derivatives and continuation
of hedge accounting’
IFRIC 21,‘Levies’
Annual improvements to IFRSs 2010-2012 cycle
Annual improvements to IFRSs 2011-2013 cycle
Annual improvements to IFRSs 2012-2014 cycle
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2018 are as follows:

NewStandards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 2, ‘Classification and measurement of share-
based payment transactions’
Amendments to IFRS 4, ‘Applying IFRS 9 Financial instruments
with IFRS 4 Insurance contracts’
IFRS 9, ‘Financial instruments’
IFRS 15, ‘Revenue from contracts with customers’
Amendments to IFRS 15, ‘Clarifications to IFRS 15 Revenue from
contracts with customers’
Amendments to IAS 7, ‘Disclosure initiative’
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017

�����

Effective date by International Accounting Standards Board

New Standards, Interpretations and Amendments

Amendments to IAS 12,‘Recognition of deferred tax assets for
unrealised losses’
January 1, 2017
Amendments to IAS 40,‘Transfers of investment property’ January 1, 2018
IFRIC 22,‘Foreign currency transactions and advance consideration’ January 1, 2018
Annual improvements to IFRSs 2014-2016 cycle- Amendments to January 1, 2018
IFRS 1,‘First-time adoption of International Financial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to January 1, 2017
IFRS 12,‘Disclosure of interests in other entities’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IAS 28,‘Investments in associates and joint ventures’
January 1, 2018

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

  • A. IFRS 9, ‘Financial instruments’

  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognise 12-month expected credit losses or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Group shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.

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  • B. IFRS 15, ‘Revenue from contracts with customers’

IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11 ‘Construction contracts’, IAS 18 ‘Revenue’ and relevant interpretations. According to IFRS 15, revenue is recognised when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

Step 1: Identify contracts with customer.

Step 2: Identify separate performance obligations in the contract(s).

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price.

Step 5: Recognise revenue when the performance obligation is satisfied.

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

  • C. Amendments to IAS 7, ‘Disclosure initiative’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

The Group expects to provide additional disclosure to explain the changes in liabilities arising from financing activities.

When adopting the new standards endorsed by the FSC effective from 2018, the Group will apply the new rules under IFRS 9 retrospectively from January 1, 2018, with the practical expedients permitted under the statement. Further, the Group expects to adopt IFRS 15 using the modified retrospective approach. The significant effects of applying the new standards as of January 1, 2018 are summarised below:

  • A. In accordance with IFRS 9, the Group expects to make an irrevocable election at initial recognition on equity instruments not held for dealing or trading purpose, and to reclassify financial assets at cost into financial assets at fair value through other comprehensive income.

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  • B. Presentation of contract assets and contract liabilities

In line with IFRS 15 requirements, the Group expects to change the presentation of certain accounts in the balance sheet as follows:

  • (a) IFRS requires revenue arising from construction contracts in relation to shipbuilding, vessel construction and machinery manufacturing to be recognised as contract assets prior to the receipt of consideration or payment from customers. The revenue arising prior to the rendering of services that has been committed but not transferred to customers is recognised as contract liabilities. In accordance with IAS 11, net income or loss will be reclassified as receivables or payables on construction contracts.

Under IAS 37, provision is recognised for onerous contracts. An expected loss associated with the construction work performed during prior reporting period is measured in accordance with IAS 11, ‘Construction contracts’ and adjusted to receivables or payables on construction contracts accordingly.

The resulting difference is adjusted by decreasing construction contracts receivables and payables on construction contracts in the amount of $5,326,519 and $2,084,753, as well as increasing contract assets, contract liabilities and provision in the amount of $6,269,651, $877,665 and $2,150,220, respectively.

  • (b) Under IFRS 15, ship repairs and anti-corrosion coating contracts whereby services have been rendered but not yet billed are recognised as contract assets. As of January 1, 2018, the balance would amount to $55,447.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC are as follows:

NewStandards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 9,‘Prepayment features with negative
compensation’
Amendments to IFRS 10 and IAS 28,‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 16,‘Leases’
IFRS 17,‘Insurance contracts’
Amendments to IAS 19,‘Plan amendment,curtailment or settlement’
January 1, 2019
To be determined by
International Accounting
Standards Board
January 1, 2019
January 1, 2021
January 1, 2019

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Effective date by International Accounting Standards Board

New Standards, Interpretations and Amendments

Amendments to IAS 28,‘Long-term interests in associates and joint
ventures’
January 1, 2019
IFRIC 23,‘Uncertainty over income tax treatments’ January 1, 2019
Annual improvements to IFRSs 2015-2017 cycle January 1, 2019

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. The quantitative impact will be disclosed when the assessment is complete.

A. IFRS 16, ‘Leases’

IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a ‘right-of-use asset’ and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

  • B. IFRIC 23, ‘Uncertainty over income tax treatments’

This Interpretation clarifies when there is uncertainty over income tax treatments, an entity shall recognise and measure its current or deferred tax asset or liability applying the requirements in IAS 12 , ‘Income taxes’ based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this Interpretation.

  • C. Annual improvements to IFRSs 2015-2017 cycle

  • (a) Amendments to IAS 12, ‘Income taxes’

The amendment clarified that the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the past transactions or events that generated distributable profits were recognised. These requirements apply to all income tax consequences of dividends.

  • (b) Amendments to IAS 23, ‘Borrowing costs’

The amendments clarified that if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.

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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

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  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B. Subsidiaries included in the consolidated financial statements:

% of shares held as of

%of shares held as of
Name of Investor
Name of Subsidiary
CSBC
CORPORATION,
TAIWAN
CSBC Coating
Solutions Co., Ltd.
CSBC Coating
Solutions Co., Ltd.
BLUE ACE
CORPORATION
CSBC Coating
Solutions Co., Ltd.
Blue Ocean Wind Power
Engineering (Hong
Kong) Limited
Main business activities
Marine coating,
steel structure painting
works,
surface treatment, and high-
tech anti-corrosion
Marine coating,
steel structure painting
works, surface treatment,
and high-tech anti-corrosion

Marine works services
2017
2016
70
70
100
100
100
100
December 31,
Note
2017
70
100
100
Note

Note: The subsidiary was established in July 2016.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group:

The non-controlling interests are not material to the Group.

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(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollar, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

(5) Classification of current and non-current items

  • A. The Company is engaged in the business of shipbuilding, vessel building, major machinery building and ship repairing such that the contractual periods of these projects are usually over one year. Therefore, the assets and liabilities of these projects are classified as current assets or liabilities if the period of the project is shorter than the operating cycle; otherwise they are classified as non-current assets or liabilities. The classification criteria of assets and liabilities that are not project related are as follows � Current assets include cash, the assets held for trading or the assets arising from operating activities that are expected to be consumed or to be realized within twelve months from the balance sheet date; fixed assets and other assets that are not classified as current assets are non-current assets. Current liabilities include the liabilities arising mainly from trading activities and are expected to be settled within twelve months from the balance sheet date. The liabilities that are not classified as current liabilities are non-current liabilities.

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  • B. Classification of current and non-current items of the Company’s subsidiaries is as follows:

  • (a) Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • i. Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • ii. Assets held mainly for trading purposes;

  • iii. Assets that are expected to be realised within twelve months from the balance sheet date;

  • iv. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • (b) Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • i. Liabilities that are expected to be settled within the normal operating cycle;

  • ii. Liabilities arising mainly from trading activities;

  • iii. Liabilities that are to be settled within twelve months from the balance sheet date;

  • iv. Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets held for trading or financial assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

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  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using settlement date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in profit or loss.

(8) Held-to-maturity financial assets

  • A. Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturity date that the Group has the positive intention and ability to hold to maturity other than those that meet the definition of loans and receivables and those that are designated as at fair value through profit or loss or as available-for-sale on initial recognition.

  • B. If the Group has sold or reclassified more than an insignificant amount of held-to-maturity investments before the maturity date during the current or the two preceding financial years, then any financial assets should not be classified as held-to-maturity financial assets and all of its remaining held-to-maturity investments must be reclassified as available-for-sale.

  • C. On a regular way purchase or sale basis, held-to-maturity financial assets are recognised and derecognised using trade date accounting.

  • D. Held-to-maturity financial assets are initially recognised at fair value on the trade date plus transaction costs and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Amortisation of a premium or a discount on such assets is recognised in profit or loss.

(9) Accounts receivable

Accounts receivable are claims resulting from undertaking construction projects or providing services. Receivables arising from transactions other than undertaking construction projects or providing services are classified as other receivables. Notes, accounts and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

(10) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

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  • B. The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • (a) Significant financial difficulty of the issuer or debtor;

  • (b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (c) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (d) It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

  • (e) The disappearance of an active market for that financial asset because of financial difficulties;

  • (f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • (g) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered;

  • (h) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at amortised cost

The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognised in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortised cost that would have been at the date of reversal had the impairment loss not been recognised previously. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

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(b) Financial assets measured at cost

The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognised in profit or loss. Impairment loss recognised for this category shall not be reversed subsequently. Impairment loss is recognised by adjusting the carrying amount of the asset directly.

(11) Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.

(12) Inventories

The perpetual inventory system is adopted for inventory recognition. Inventories are stated at cost. The cost is determined using the weighted-average method. At the end of period, inventories are evaluated at the lower of cost or net realizable value, and the individual item approach is used in the comparison of cost and net realizable value. The calculation of net realizable value is based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.

(13) Construction contracts

  • A. IAS 11, ‘Construction Contracts’, defines a construction contract as a contract specifically negotiated for the construction of an asset. If the outcome of a construction contract can be estimated reliably and it is probable that this contract would make a profit, contract revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. Contract costs are expensed as incurred. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the estimated total costs for the contract. An expected loss where total contract costs will exceed total contract revenue on a construction contract should be recognised as an expense as soon as such loss is probable. If the outcome of a construction contract cannot be estimated reliably, contract revenue should be recognised only to the extent of contract costs incurred that it is probable will be recoverable.

  • B. Contract revenue should include the revenue arising from variations from the original contract work, claims and incentive payments that are agreed by the customer and can be measured reliably.

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  • C. The excess of the cumulative costs incurred plus recognised profits (less recognised losses) over the progress billings on each construction contract is presented as an asset within ‘receivables from customers on construction contracts’. While, the excess of the progress billings over the cumulative costs incurred plus recognised profits (less recognised losses) on each construction contract is presented as a liability within ‘payables to customers on construction contracts’.

(14) Investments accounted for under the equity method - associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity are not recognised in profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

(15) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

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  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Land improvements 5�50 years
Buildings and structures 5�65 years
Machinery and equipment 3�58 years
Transportation equipment 3�40 years
Leasehold improvements 29 years
Other equipment 3�14 years

(16) Operating leases (lessor)

Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

(17) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 60 years.

(18) Intangible assets

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 2 to 7 years.

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(19) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(20) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(21) Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

(22) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated as at fair value through profit or loss on initial recognition. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a)Hybrid (combined) contracts; or

  • (b)They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c)They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

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  • B. Financial liabilities at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognised in profit or loss. Derivative liabilities that are linked to equity instruments which do not have a quoted market price in an active market and whose fair value cannot be reliably measured at fair value, and that must be settled by delivery of such unquoted equity instruments are presented in ‘financial liabilities measured at cost’.

(23) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(24) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(25) Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Any changes in the fair value are recognised in profit or loss.

(26) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(27) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

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B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

  • ii.Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

iii. Past service costs are recognised immediately in profit or loss.

C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

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(28) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures, employees’ training costs and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

�����

(29) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(30) Revenue recognition

A. The Company’s revenue recognition:

  • (a) Details of revenue recognition of construction contract are provided in Note 4(13).

  • (b) Service revenue (ship-repair revenue) is recognised when owners of the ship completes inspection.

  • B. Consolidated subsidiary’s revenues are recognized as follows:

  • (a) Revenue from delivering services is recognised under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed. When the estimated contract costs are higher than the contract prices, the estimated loss is recognized immediately. However, when the estimated loss subsequently decreases, the loss reduction which was previously recognized in profit or loss shall be reversed and recognized as gain in current period.

  • (b) If a reliable estimate of gain or loss from contracts for providing services cannot be made, and it is probable that contract costs incurred will be recoverable, then contract revenue should be recognized only to the extent of contract costs incurred that is probable to be recoverable; however, if it is improbable that contract costs incurred will be recoverable, then no revenue should be recognized. Contract costs should be expensed as incurred.

(31) Government grants

Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate.

(32) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.

�����

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

None.

(2) Critical accounting estimates and assumptions

Construction contracts

The Group recognises construction contract revenue and costs using the percentage-of-completion method, wherein the revenue to be recognised is equal to the percentage of completed work out of the total estimated work.

Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

If the estimated total contract costs had increased/ decreased by 1% with all other variables held constant, construction profit for the year ended December 31, 2017 would have decreased by $355,480 or increased by $333,684 (the construction profit for the year ended December 31, 2016 would have decreased or increased by $363,997).

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
December 31,2017
260
$ 219,005
62,549
281,814
$
December 31,2016
320
$ 118,962
71,851
191,133
$

A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

B. The Group has no cash and cash equivalents pledged to others.

�����

(2) Accounts receivable, net

Construction receivables
Repair receivables
Less: Allowance for doubtful
accounts
December 31,2017
1,228,341
$ 149,138
15,529)
(

1,361,950
$
December 31,2016
673,406
$ 80,043
8,176)
(
745,273
$
  • A. The counterparties to the above accounts receivable are government (including government-run entities) and private enterprises. In order to maintain the quality of accounts receivable, the Group has established procedures to manage operation-related credit risk. The Group assesses the customers’ credit quality based on several factors, such as the customers’ financial condition, historical transaction records and current economic situation that have influences on the customers’ capacity to meet financial commitments. Customers’ credit quality are assessed routinely and receivables that are neither overdue nor impaired are assessed to be having good credit quality.

  • B. The Group does not hold any individual accounts receivable that are significantly impaired.

  • C. Movement analysis of financial assets that were impaired is as follows:

At January 1
Provision for impairment
At December 31
At January 1
Provision for impairment
At December 31
2017
Individualprovision
-
$ -
-
$
Group provision
8,176
$ 7,353
15,529
$ 2016
Total
8,176
$ 7,353
15,529
$
Individualprovision
-
$ -
-
$
Group provision
5,565
$ 2,611
8,176
$
Total
5,565
$ 2,611
8,176
$
  • D. The Group does not hold any collateral as security.

�����

(3) Construction contract

December 31,2017 December 31,2016
Aggregate costs incurred plus $ 8,900,203
$ 16,291,984
recognised profits (less
recognised losses)
Less: Progress billings ( 5,658,437) ( 9,367,760)
Net balance sheet position for
construction in progress $ 3,241,766 $ 6,924,224
Presented as:
Receivables from customers on
construction contracts $ 5,326,519
$ 7,743,504
Receivables from customers on
construction contracts-related parties - 1,793,119
Payables to customers on
construction contracts ( 1,060,906)
( 2,612,399)
Payables to customers on
construction contracts-related parties ( 1,023,847) -
$ 3,241,766 $ 6,924,224
  • A. As of December 31, 2017 and 2016, there has been no construction retentions related to construction contracts.

  • B. Please refer to Note 6(23) ‘Operating revenue’ for the information about construction contract revenue for the years ended December 31, 2017 and 2016.

  • C. Information for the Group’s capitalisation of borrowing costs of construction-in-progress is as follows:

Amount capitalised (including in
construction in progress)
Range of the interest rates for
capitalisation
Years ended December 31, Years ended December 31,
2017
64,053
$ 0.55%~1.05%
2016
30,130
$
0.24%~0.98%

(4) Inventories

Raw materials
Work in process and repair of goods
December 31,2017
Cost
1,975,173
$ 380,750
2,355,923
$
Allowance for
valuation loss
34,862)
($ -
34,862)
($
Book value
1,940,311
$ 380,750
2,321,061
$

�����

December 31, 2016

December 31,2016
Raw materials
Work in process and repair of goods
Cost
2,730,873
$ 2,017,900
4,748,773
$
Allowance for
valuation loss
31,005)
($ 864,902)
(
895,907)
($
Book value
2,699,868
$ 1,152,998
3,852,866
$

The amount of inventories recognised as expense for the years ended December 31, 2017 and 2016 is as follows:

Raw materials costs
(Gain from reversal of) loss on obsolete
inventories
Years ended December 31, Years ended December 31,
2017
10,756,455
$ 861,045)
(
9,895,410
$
2016
11,468,666
$ 864,528
12,333,194
$

The Group reversed a previous inventory write-down and accounted this transaction as a reduction of expenses because the related inventory items were scrapped or sold in 2017.

(5) Prepayments

Prepayments of suppliers
Excess VAT paid
Other prepayments
December 31,2017
560,661
$ 56,132
9,499
626,292
$
December 31,2016
870,419
$ 237,397
11,113
1,118,929
$

(6) Financial assets measured at cost

  • A. The Group has obtained 1.33% of the shares of Welland Shipping Agency Co., Ltd. and 3.13% of the shares of Yi Di Shipping Agency Co., Ltd., which were both formerly held by the Group’s debtors, through the compulsory enforcement of the court in the year 2007.

  • B. As the shares held by the Group in Welland Shipping Agency Co., Ltd. and Yi Di Shipping Agency Co., Ltd. are not traded in active markets, and no sufficient industry information of companies similar to Welland Shipping Agency Co., Ltd. and Yi Di Shipping Agency Co., Ltd.’s financial information can be obtained, the fair value of the stock warrants cannot be measured reliably. The Group classified those stock warrants as ‘financial assets measured at cost’.

  • C. The carrying value of the Group’s shares held in Welland Shipping Agency Co., Ltd. and Yi Di Shipping Agency Co., Ltd. are assessed to be $0 by the Group.

~37~

(7) Investments accounted for under equity method

A. Details of investments accounted for under equity method are as follows:

2017 2016
At January 1 $ 166,616
$ 3,051
Additional investments accounted for
using the equity method - 197,344
Share of profit or loss of investments
accounted for using the equity method ( 20,868)
( 33,779)
Provision for impairment ( 144,103) -
At December 31 $ 1,645 $ 166,616
December 31, 2017 December 31, 2016
Fuhai Wind Farm Corporation (Note 1) $ -
$ 164,238
Taiwan Offshore Wind Farm Services
Corporation (Note 2) 1,645 2,378
$ 1,645 $ 166,616
  • Note 1: On August 9, 2016, the Board of Directors resolved to invest in Fuhai Wind Farm Corporation and obtained 37.97% of ownership shares.

  • Note 2: On March 21, 2014, the Board of Directors has resolved that the Company and Taiwan Generations Corporation will jointly establish Taiwan Offshore Wind Farm Services Corporation. The Company has acquired 40% of share capital in September 2014.

  • B. The Group’s share of the operating results in all individually immaterial associates are summarized below:

Years ended December 31,
2017 2016
Profit or loss for the year from
continuing operations ($ 20,868)
($ 33,779)
Other comprehensive income -
net of tax - -
Total comprehensive loss ($ 20,868) ($ 33,779)
  • C.The Group has obtained 41.69% of the Yi Zhuyin Transocean Co., Ltd. shares, which was formerly held by the Group’s debtors, through the compulsory enforcement of the court in the year 2010. The carrying value of the Group’s shares held in Yi Zhuyin Transocean Co., Ltd. is assessed to be $0 by the Group. There is no subsequent loss recognised by the Group.

  • D.The Group recognised impairment loss of $144,103 for investments accounted for using equity method as the carrying amount exceeds recoverable amount for the year ended December 31, 2017. The Group did not recognise impairment loss for the year ended December 31, 2016.

~38~

E.Beginning in July 2017, the Group ceased recognising its share of loss of associates arising from the investments in Fuhai Wind Farm Corporation which was accounted for using equity method. During the period from July 1 to December 31, 2017, the accumulated unrecognised loss of associates amounted to $21,588.

(8) Property, plant and equipment

Book value Book value Book value December 31,2016 December 31,2016 December 31,2016
Land
Land improvements
Buildings and structures
Machinery and equipment
Transportation equipment
Leasehold improvements
Other equipment
Construction in progress
Opening net
Cost
book amount
$ 6,096,033

347,971
946,784
2,011,752
454,755
438,816
55,113
358,372
$ 10,709,596
Year ended December Closing net
book amount
Opening net
book amount
Additions Disposals Reclassifications
(Note)
Land
Land improvements
Buildings and structures
Machinery and equipment
Transportation equipment
Leasehold improvements
Other equipment
Construction in progress
Total
Accumulated depreciation
and impairment
$ 6,096,033
997,998
7,422,915
9,570,491
947,254
1,072,631
136,678
358,372
26,602,372
Opening net
book amount
$ -
-
-
-
-
-
-
370,983
370,983
$ Depreciation
expense
-
$ -
6,572)
(
55,360)
(
1,928)
(
-
1,206)
(
-
65,066)
($ Disposals
-
$ 1,778
214,282
394,122
1,833
-
11,097
625,206)
(
2,094)
($ Reclassifications
(Note)
6,096,033
$ 999,776
7,630,625
9,909,253
947,159
1,072,631
146,569
104,149
26,906,195
Closing net
book amount
Land improvements
Buildings and structures
Machinery and equipment
Transportation equipment
Leasehold improvements
Other equipment
Total
Book value
( 650,027)
( 6,476,131)
( 7,558,739)
( 492,499)
633,815)
(
81,565)
(
15,892,776)
(
10,709,596
$
($ 28,846)
93,917)
(
287,234)
(
46,018)
(
48,622)
(
10,909)
(
515,546)
($
-
$ 6,127
54,596
1,928
-
1,194
63,845
$
-
$ 2,046
-
-
-
-
2,046
$
( 678,873)
6,561,875)
(
7,791,377)
(
536,589)
(
682,437)
(
91,280)
(
16,342,431)
(
10,563,764
$

Note: The reclassifications refer to items transferred into investment property.

~39~

Year ended December 31, 2016

Cost Opening net
book amount
Additions Disposals Disposals Reclassifications Closing net
book amount
Land
Land improvements
Buildings and structures
Machinery and equipment
Transportation equipment
Leasehold improvements
Other equipment
Construction in progress
Total
Accumulated depreciation
and impairment
$ 6,096,033
981,391
7,402,890
9,610,397
951,989
1,072,631
151,030
302,431
26,568,792
Opening net
book amount
$ -
-
-
301
36
-
77
324,804
325,218
$ Depreciation
expense
-
$ -
14,295)
(
253,317)
(
9,061)
(
-
14,965)
(
-
291,638)
($ Disposals
-
$ 16,607
34,320
213,110
4,290
-
536
268,863)
(
-
$ Reclassifications
6,096,033
$ 997,998
7,422,915
9,570,491
947,254
1,072,631
136,678
358,372
26,602,372
Closing net
book amount
Land improvements
Buildings and structures
Machinery and equipment
Transportation equipment
Leasehold improvements
Other equipment
Total
Book value
( 621,326)
( 6,334,280)
( 7,492,795)
( 454,245)
585,193)
(
81,445)
(
15,569,284)
(
10,999,508
$
($ 28,701)
149,925)
(
275,746)
(
47,296)
(
48,622)
(
11,099)
(
561,389)
($
-
$ 8,074
210,729
9,042
-
10,052
237,897
$
-
$ -
927)
(
-
-
927
-
$
650,027)
(
6,476,131)
(
7,558,739)
(
492,499)
(
633,815)
(
81,565)
(
15,892,776)
(
10,709,596
$
  • A. Amount of borrowing costs capitalised as part of property, plant and equipment are as follows:
Amount capitalised
Interest rate
Years ended December 31, Years ended December 31,
2017
443
$ 0.68%~1.05%
2016
-
$
-
  • B. Significant components and the useful lives of land improvements, buildings, and machinery equipment of the Group are as follows:

  • (a) The significant components of land improvements include construction expenses for wharf, which are depreciated over 45 years.

  • (b) The significant components of buildings include shipyard, plants and warehouse, and office buildings, which are depreciated over 40, 45 and 60 years, respectively.

  • (c) The significant components of machinery equipment include hoisting machine, crane and substation, and carriers, welding machine as well as working platform, which are depreciated over 25, 20 and 10 years, respectively.

~40~

  • C. The Group does not pledge any property, plant and equipment to others as collaterals.

  • D. A portion of the Group’s property, plant and equipment has been seriously damaged by Typhoon Meranti on September 14, 2016. Please refer to Note 10 for details of significant disaster loss.

(9) Investment property, net

Investment property, net
Carryingamounts of each category December 31,2016
Land
Buildings and structures
Cost
$ 226,918

7,464
$ 234,382
At December31
AtJanuary1 Additions Disposals Reclassifications
(Note)
Land
Buildings and structures
Total
Accumulated
depreciation and
impairment
$ 226,918
22,811
249,729
AtJanuary1
$ -
-
-
$ Depreciation
expense
$ -
-
-
$ Disposals
-
$ 2,094
2,094
$ Reclassifications
(Note)
226,918
$ 24,905
251,823
At December31
Buildings and structures
Book value
15,347)
(
234,382
$
375)
($
-
$
2,046)
($
17,768)
(
234,055
$

Note: The reclassifications refer to items transferred from property, plant and equipment.

Cost YearendedDecember31,2016 YearendedDecember31,2016 YearendedDecember31,2016 YearendedDecember31,2016 YearendedDecember31,2016 At December31
AtJanuary1 Additions Disposals Reclassifications
Land
Buildings and structures
Total
Accumulated
depreciation and
impairment
$ 226,918
22,811
249,729
AtJanuary1
$ -
-
-
$ Depreciation
expense
$ -
-
-
$ Disposals
-
$ -
-
$ Reclassifications
226,918
$ 22,811
249,729
At December31
Buildings and structures
Book value
14,972)
(
234,757
$
375)
($
-
$
-
$
15,347)
(
234,382
$

~41~

  • A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
Rental income from the lease of the
investment property
Direct operating expenses arising
from the investment property that
generate rental income in the
period
Direct operating expenses arising
from the investment property that
did not generate rental income in
the period
Years ended December 31, Years ended December 31,
2017
7,720
$ 1,996
$ -
$
2016
7,844
$
1,410
$
-
$

The fair value of the investment property held by the Group as at December 31, 2017 and 2016 were $664,261 and $665,979, respectively, which was revalued by independent valuers. Valuations were made using the comparison method, cost method for land development analysis and the income approach.

(10) Intangible assets

Cost Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Closing net
book amount
Closing net
book amount
Opening net
book amount
Additions-acquired
separately
Disposals
Software
Accumulated amortisation
and impairment
59,483
$ Opening net
book amount
10,071
$ Amortization
expense
11,602)
($ Disposals
57,952
$ Closing net
book amount
Software
Book value
Cost
30,636)
(
28,847
$
34,942)
(
23,010
$ Closing net
book amount
Opening net
book amount
Additions-acquired
separately
Disposals
Software
Accumulated amortisation
and impairment
64,375
$ Opening net
book amount
5,250
$ Amortization
expense
10,142)
($ Disposals
59,483
$ Closing net
book amount
Software
Book value
27,430)
(
36,945
$
13,348)
($
10,142)
($
30,636)
(
28,847
$

~42~

Details of amortisation on intangible assets are as follows:

Operating costs
Research and development expenses
Years ended December 31, Years ended December 31,
2017
15,894
$ 14
15,908
$
2016
13,342
$ 6
13,348
$

(11) Short-term loans

Type of loans
Unsecured loans
Unsecured loans
Type of loans
Unsecured loans
Unsecured loans
December 31,2017
2,261,689
$ 26,095
2,287,784
$ December 31,2016
6,345,358
$ 49,767
6,395,125
$
Interest rate range
0.84%�1.57%
0.48%�2.89%
Interest rate range
0.77%�1.40%
0.39%�2.14%
Collateral
None
None
Collateral
None
None

Note: Please refer to Note 8 for details of pledged assets.

(12) Short-term notes and bills payable

Commercial papers payable
Less: Unamortized discount

Annual interest rates
December 31,2017
700,000
$ 231)
(

699,769
$ 0.51%�0.60%
December 31,2016
1,000,000
$ 265)
(
999,735
$
0.57%�0.65%

The above commercial paper payables are guaranteed and issued by MEGA Bills Finance Co., Ltd., Taiwan Cooperative Bills Finance Corporation, China Bills Finance Corporation and International Bill Finance Corporation.

(13) Current financial liabilities at fair value through profit or loss

Items
Financial liabilities held for trading:
Non-hedging derivatives
December 31,2017
280
$
December 31,2016
-
$

A. The Group recognised net gain of $11,463 and $824 on financial liabilities held for trading for the years ended December 31, 2017 and 2016, respectively,

~43~

B. The non-hedging derivative instruments transaction and contract information are as follows:

Derivative financial liabilities
Forward foreign exchange contracts
December 31,2017
Contract amount
(notionalprincipal)
JPY 400,000 thousand
Contractperiod
2017.12.07�2018.02.09

The Group did not conduct such transaction for the year ended December 31, 2016.

The Group entered into forward foreign exchange contracts to hedge exchange rate risk of import proceeds. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

(14) Other payables

Accrued expenses
Construction payment refund
Payables on equipment
Others
December 31,2017
1,201,058
$ 60,503
-
23,257
1,284,818
$
December 31,2016
1,043,508
$ 110,485
235,625
22,537
1,412,155
$

- (15) Long term borrowings

Type of borrowings
Long-term bank
borrowings
Unsecured borrowings
Bank of Taiwan
JihSun Bank
Borrowing period and
repayment term
Interest
rate range
1.36%
1.25%
Collateral
None
None
December 31,2017
Borrowing period is from
Jun. 22, 2017 to Jun. 22,
2022;principal is repayable
in 4 installments beginning in
the 4th year.
Borrowing period is from
Dec. 7, 2017 to Jul. 20, 2020;
principal is repayable at
maturity.
2,000,000
$ 200,000
2,200,000
$

~44~

Borrowing period and Interest repayment term rate range Collateral December 31, 2017

Type of borrowings

Commercial papers
payable
International Bills
Finance Corporation
Borrowing period is from
Jun 22, 2017 to Jun. 22,
2021. Details are set out
below.
0.56%
None
Taishin International
Bank
Borrowing period is from
Jun. 22, 2017 to Jun. 22,
2020. Details are set out
below.
0.61%
None
China Bills Finance
Corporation
Borrowing period is from
Sep. 26, 2017 to Sep. 26,
2020. Details are set out
below.
0.45%
None
Mega Bills Finance
Co., Ltd.
Borrowing period is from
Sep. 26, 2017 to Sep. 26,
2020. Details are set out
below.
0.64%
None

Less: Discount on commercial papers payable
500,000
800,000
1,000,000
1,000,000
1,943)
(
3,298,057
5,498,057
$

The Group entered into an agreement for recurring issuance (maturity of 60~180 days) of certificates and dealership of commercial papers with the bill finance companies. During the contract term of 3~4 years, the Group is only liable for the service fees and interest and thus the commercial papers payable is included in long-term borrowings.

As of December 31, 2016, there was no such transaction.

(16) Government grants

  • A. The Republic of China Government started to promote privatization starting from 2008. The Privatization Fund, Executive Yuan, would provide a loan in the amount of $1,500,000 to cover a portion of the shortfall to settle the pension and severance obligation as a result of the privatization. The Company was required to repay the loan to the Privatization Fund in a period of ten years, under the condition that the Company is profitable.

The Company uses the average long-term loan interest rate on the loan for discounting. The discounted values are recorded under “long-term notes payable and payables”, the difference between the discounted value and the amount received is listed in “deferred revenue”. The amounts that are payable within one year are listed in “other financial liabilities-current”. The unamortised amounts are shown below:

~45~

Other financial liabilities-current
Long-term notes and accounts
receivable
Long-term deferred revenue
December 31,2017
-
$ 659,156
82,344
741,500
$
December 31,2016
150,000
$ 564,603
26,897
741,500
$
  • B. Government grants and interest expenses that should be amortised are recognised under ‘other revenue’ and ‘finance costs’, respectively, for the years 2017 and 2016. For more information, please refer to Notes 6(24) and (28).

(17) Pension

  • A. (a)The Group has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Group contributes monthly an amount equal to 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. The Company has assessed that the balance is sufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year.

(b)The amounts recognised in the balance sheet are as follows:

December 31,2017 December 31,2016
Present value of funded obligations ($ 1,516,485)
($ 1,396,332)
Fair value of plan assets 1,344,783 1,215,818
Net defined benefit liability ($ 171,702) ($ 180,514)

~46~

(c) Movements in net defined benefit liabilities are as follows:

Present value of

Present value of
Year ended December 31, 2017
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Year ended December 31, 2016
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
defined benefit
obligations
Fair value of plan
assets
Net defined
benefit liability
1,396,332)
($ 174,904)
(
24,178)
(
1,595,414)
(
-
49,825
49,825
-
29,104
1,516,485)
($ Present value of
defined benefit
obligations
1,215,818
$ -
22,292
1,238,110
10,223)
(
-
10,223)
(
146,000
29,104)
(
1,344,783
$ Fair value of plan
assets
180,514)
($ 174,904)
(
1,886)
(
357,304)
(
10,223)
(
49,825
39,602
146,000
-
171,702)
($ Net defined
benefit liability
1,258,771)
($ 179,147)
(
21,882)
(
1,459,800)
(
-
45,903
45,903
-
17,565
1,396,332)
($
1,078,072
$ -
20,028
1,098,100
11,917)
(
-
11,917)
(
147,200
17,565)
(
1,215,818
$
180,699)
($ 179,147)
(
1,854)
(
361,700)
(
11,917)
(
45,903
33,986
147,200
-
180,514)
($

~47~

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2017 and 2016 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
Years ended December 31, Years ended December 31,
2017
1.75%
3.5%
2016
1.75%
3.5%

Future mortality rate is estimated with 70% of the 3rd Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

December 31, 2017
Effect on present
value of defined
benefit obligation

December 31, 2016
Effect on present
value of defined
benefit obligation
Increase 0.25%
Decrease 0.25%
39,302)
($ 40,721
$ 41,649)
($ 36,948
$ Discount rate
Increase 0.25%
Decrease 0.25%
36,375
$ 35,363)
($ 32,918
$ 38,023)
($ Future salaryincreases
Increase 0.25%
39,302)
($ 41,649)
($
Increase 0.25%
36,375
$
32,918
$

~48~

The sensitivity analysis above is based on other conditions thate are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2018 amounts to $140,990.

  • (g) As of December 31, 2017 the weighted average duration of that retirement plan is 11 years. The analysis of timing of the future pension payment was as follows:

Within 1 year $ 52,435
1-2 year(s) 57,734
2-5 years 113,815
Over 5 years 1,773,609
  • B. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2017 and 2016 were $104,750 and $105,228, respectively.

(18) Provisions

The analysis of change in warranty liabilities are as follows:

The analysis of provisions is as follows:
At January1,2017
Additions
139,687
$ 67,131
$
Realised in one year
Realised after one year
Unused amounts
Used
reversed
56,520)
10,079)
($ December 31,2017
61,441
$ $ 78,778
140,219
$ $
Unused amounts
Used
reversed
56,520)
10,079)
($ December 31,2017
61,441
$ $ 78,778
140,219
$ $
At December 31,2017
($ 140,219
$
December 31,2016
$ 41,568

98,119
$ 139,687

The Group gives warranties on construction contracts revenue. Provision for warranty is estimated based on historical warranty data of products.

~49~

(19) Common stock

As of December 31, 2017, the Company’s authorized capital was $11,138,997 and the paid-in capital was $7,435,652, consisting of 743,565 thousand shares of ordinary stock with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

The number of the Company’s ordinary shares outstanding at January 1 and December 31, 2017 and 2016 was the same.

The Company’s special shareholders’ meeting has approved the proposal regarding deficit compensation through capital reduction on December 21, 2017. The capital will be reduced by $4,305,734, consisting of 430,573 thousand shares and equivalent to 57.91% of paid-in capital. Meanwhile, the shareholders also approved the proposal for private placement in cash of less than 200,000 thousand share of common stock on the same date.

According to the resolution at the special shareholders’ meeting, the private placement will be held in multiple times within one year, for at least three times. The first issuance is expected to be 100,000 thousand shares. The investors in this private placement is entitled to the same rights and obligations as those of outstanding shares except that they cannot freely transfer the shares within 3 years of settlement unless under certain circumstances pursuant to Article 43-8 of Securities and Exchange Act. Under the resolution, the Board of Directors are authorised to file for listing the ordinary shares in private placement with the competent authority after 3 years of settlement.

The aforementioned interim proposal for deficit compensation through capital deduction was approved by Financial Supervisory Commission pursuant to Jin-Guan-Zheng-Fa-Zi Letter No.1060051278 dated January 17, 2018. The proposal will be registered accompanying with the proposal of 2018 private placement with the Ministry of Economic Affairs. As of the reporting date of these financial statements, both proposals are still in progress as the investors for the private placement are uncertain.

(20) Capital reserve

Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

~50~

(21) Retained earnings

  • A. Under the Company's Articles of Incorporation, the current year's earnings, if any, shall first be used to pay all taxes and offset prior years' operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the total capital stock balance. Appropriation of the remainder shall be proposed by the Board of Directors and resolved by the stockholders.

  • B. The Company’s dividend policy is summarized below:

As the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans. According to the dividend policy adopted by the Board of Directors, at least 10% of the Company’s distributable earnings shall be appropriated as dividends, and cash dividends shall account for at least 10% of the total dividends distributed.

  • C. Except for covering accumulated deficit or increasing capital, the legal reserve shall not be used for any other purpose. Capitalization of the legal reserve is permitted, provided that the balance of the reserve exceeds 50% of the Company’s paid-in capital and the amount capitalized does not exceed 25% of the balance of the reserve.

  • D. a)In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • b)The amounts previously set aside by the Company as special reserve amounting to $3,201,365 on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.

  • c)The Company disposed land in 2013. Therefore, the Company reversed special reserve of $11,016 to undistributed earnings.

  • E. The proposals for deficit compensation for the nine-month periods ended September 31, 2017 and 2016, were approved at the regular shareholders’ meeting on June 21, 2017 and special shareholders’ meeting on December 21, 2017, respectively. At the special shareholders’ meeting, the proposal for deficit compensation through capital reduction was also approved. Please refer to Note 6(19) for details.

~51~

On June 23, 2016, the stockholders resolved that total dividends for the distribution of earnings for the year 2015 was $371,782 at $0.5 (in dollars) per share.

On March 23, 2018, the Board of Directors has proposed the deficit compensation for year 2017.

(22) Analysis of assets and liabilities

Assets and liabilities of the Group related to the business of shipbuilding, vessel building, major machinery and ship repair, are classified as current or non-current based on the operating cycle. However, such assets and liabilities were analyzed on "one year" basis as follows:

December 31,2017
Assets
Notes receivable
Accounts receivable, net
(including related parties)
Receivables from customers on
construction contracts
(including related parties)
Inventories, net
Liabilities
Notes payable
(including related parties)
Accounts payable
(including related parties)
Payables to customers on
construction contracts
(including related parties)
Provision for liabilities
Less than
12 months
5,790
$ 1,365,391
4,857,047
2,321,061
8,549,289
$ 223,073
$ 1,156,762
170,951
61,441
1,612,227
$
More than
12 months
-
$ -
469,472
-
469,472
$ -
$ -
1,913,802
78,778
1,992,580
$
Total
5,790
$ 1,365,391
5,326,519
3,852,866
9,018,761
$
223,073
$ 1,156,762
2,084,753
140,219
3,604,807
$

~52~

(23)
(24)


























Operating revenue
Other income
December 31,2016
Assets
Accounts receivable, net
(including related parties)
Receivables from customers on
construction contracts
(including related parties)
Inventories, net
Liabilities
Notes payable
(including related parties)
Accounts payable
(including related parties)
Payables to customers on
construction contracts
(including related parties)
Provision for liabilities
Construction contract revenue
Sales revenue
Service revenue
Others
Rental revenue
Interest income:
Interest income from bank deposits
Other interest income
Government grant revenue
Indemnity revenue
Others
Less than
More than
12 months
12 months
Total
743,704
$ -
$ 743,704
$ 9,326,840
209,783
9,536,623
3,852,866
-
3,852,866
13,923,410
$ 209,783
$ 14,133,193
$ 324,457
$ -
$ 324,457
$ 1,003,061
-
1,003,061
1,330,525
1,281,874
2,612,399
41,568
98,119
139,687
2,699,611
$ 1,379,993
$ 4,079,604
$ 2017
2016
13,944,784
$ 15,173,151
$ 1,345,813
-
1,098,141
533,079
15,606
41,469
16,404,344
$ 15,747,699
$ Years ended December 31,
2017
2016
10,008
$ 7,844
$ 2,368
1,603
-
369
11,018
14,452
9,198
4,706
13,023
21,010
45,615
$ 49,984
$ Years ended December 31,
Less than
More than
12 months
12 months
Total
743,704
$ -
$ 743,704
$ 9,326,840
209,783
9,536,623
3,852,866
-
3,852,866
13,923,410
$ 209,783
$ 14,133,193
$ 324,457
$ -
$ 324,457
$ 1,003,061
-
1,003,061
1,330,525
1,281,874
2,612,399
41,568
98,119
139,687
2,699,611
$ 1,379,993
$ 4,079,604
$ 2017
2016
13,944,784
$ 15,173,151
$ 1,345,813
-
1,098,141
533,079
15,606
41,469
16,404,344
$ 15,747,699
$ Years ended December 31,
2017
2016
10,008
$ 7,844
$ 2,368
1,603
-
369
11,018
14,452
9,198
4,706
13,023
21,010
45,615
$ 49,984
$ Years ended December 31,
Total
743,704
$ 9,536,623
3,852,866
14,133,193
$
324,457
$ 1,003,061
2,612,399
139,687
4,079,604
$
2016
7,844
$ 1,603
369
14,452
4,706
21,010
49,984
$

~53~

(25) Other gains and losses

Years ended December Years ended December 31,
2017 2016
Net gains on financial assets and $ 11,463
$ 824
liabilities at fair value through
profit or loss
Net currency exchange gains 16,299 70,418
Disaster loss (Note 1) - ( 17,379)
Losses on disposal of ( 1,221)
( 2,369)
property, plant and equipment
Impairment loss (Note 2) ( 144,103)
-
Other losses ( 9,981) ( 2,019)
($ 127,543) $ 49,475

‘ ’ Note 1: Details of disaster loss are provided in Note 10, Significant disaster loss .

Note 2: Please refer to Note 6(7) Investments accounted for under equity method for details.

(26) Expenses by nature

Change in inventory of finished goods
and work in process
Direct materials
Employee benefit expense
Depreciation and amortisation charges
Outsourcing fees
Other expenses
Operating costs and expenses
2017
2016
3,537,016
$ 2,986,899)
($ 10,756,455
11,468,666
3,823,779
3,986,375
531,829
575,112
2,352,280
2,690,225
1,631,950
1,579,250
22,633,309
$ 17,312,729
$ Years ended December 31,

~54~

(27) Employee benefit expense

Wages and salaries
Labor and health insurance fees
Pension cost
Other personnel expenses
Years ended December 31, Years ended December 31,
2017
3,218,248
$ 270,153
281,540
53,838
3,823,779
$
2016
3,369,775
$ 269,104
286,229
61,267
3,986,375
$
  • A. According to the Articles of Incorporation of the Company, the Company shall distribute employees’ compensation, based on the distributable profit of the current year, in a ratio of profit. Employees’ compensation can be distributed in the form of shares or in cash. If a company has accumulated deficit, earnings should first be channeled to cover losses. Employees’ compensation shall account for 1% to 5%, directors’ remuneration shall account for less than 5%, of the amount of current year’s pre-tax profit but excluding the employees’ compensation and directors’ remuneration.

  • B. The Company did not recognise employees’ compensation and directors’ renumeration as a result of the operating deficit for the years ended December 31, 2017 and 2016.

  • The Board of Directors resolved not to appropriate employees’ compensation and directors’ renumeration as a result of the operating deficit for the years ended December 31, 2017 and 2016.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(28) Finance costs

Interest expense:
Bank loans
Others
Expenses amortised from government
grants payable
Less: Capitalisation of qualifying assets
Years ended December 31, Years ended December 31,
2017
74,239
$ 520
11,018
64,496)
(

21,281
$
2016
30,076
$ 21,654
14,452
30,130)
(
36,052
$

~55~

(29) Income tax expense

  • A. Income tax (benefit) expense

  • (a) Components of income tax (benefit) expense:

Years ended Years ended Years ended December 31, December 31,
2017 2016
Current tax:
Current tax on profits for the
period $ -
$ 369
Under provision of income tax in
prior year 91 5,064
Total current tax 91 5,433
Deferred tax:
Origination and reversal of
temporary differences ( 469,934) ( 254,026)
Income tax benefit ($ 469,843) ($ 248,593)
(b) The income tax (charge)/credit relating to components of other comprehensive income is as
follows:
Years ended December 31,
2017 2016
Remeasurement of defined
benefit obligations $ 6,732 $ 5,778
Reconciliation between income tax benefit and accounting profit:
Years ended December 31,
2017 2016
Tax calculated based on loss before
tax and statutory tax rate (Note) ($ 1,081,227)
($ 261,018)
Effects from items disallowed by tax
regulation 28,904 7,361
Taxable loss not recognised as 582,389 -
deferred tax assets
Under provision of income tax
in prior year 91 5,064
Income tax benefit ($ 469,843) ($ 248,593)

B. Reconciliation between income tax benefit and accounting profit:

Note: The basis for computing the applicable tax rate is the rate applicable in the parent company’s country.

~56~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary difference and tax losses are as follows:
Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017
Recognised
Recognised in other
in profit or comprehensive
January1 loss income December 31
Deferred tax assets:
Temporary differences:
Estimation of construction loss $ 314,983
$ 50,555
$ -
$ 365,538
Unused compensated absences
payable 52,326 ( 970)
- 51,356
Unrealized warranty liability 23,746 91 - 23,837
Accrued pension liabilities 30,687 5,234 ( 6,732)
29,189
Unrealised investments gains ( 50)
219 - 169
Unrealised exchange losses 31 2,884 - 2,915
Inventory valuation loss 149,831 ( 146,377)
- 3,454
Allowance for doubtful
accounts 492 147 - 639
Tax losses 316,514 558,151 - 874,665
$ 888,560 $ 469,934 ($ 6,732) $ 1,351,762
Deferred tax liabilities:
Unrealised land value ( 1,324,910) - - ( 1,324,910)
incremental reserve ($ 436,350) $ 469,934 ($ 6,732) $ 26,852

~57~

Recognised in
Recognised
other
in profit or
comprehensive
January1
loss
income
December 31
Deferred tax assets:
Temporary differences:
Estimation of construction
loss
411,479
$ 96,496)
($ -
$ 314,983
$ Unused compensated
absences payable
52,353
27)
(
-
52,326
Unrealized warranty liability
28,301
4,555)
(
-
23,746
Accrued pension liabilities
30,717
5,748
5,778)
(
30,687
Unrealised investments gains
-
50)
(
-
50)
(
Unrealised exchange (gains)
losses
332)
(
363
-
31
Inventory valuation loss
2,861
146,970
-
149,831
Allowance for doubtful
accounts
492
-
492
Tax losses
114,441
202,073
-
316,514
640,312
$ 254,026
$ 5,778)
($ 888,560
$ Deferred tax liabilities:
Unrealised land value
1,324,910)
(
-
-
1,324,910)
(
incremental reserve
684,598)
($ 254,026
$ 5,778)
($ 436,350)
($ Year ended December 31,2016
Year ended December 31,2016
December 31
888,560
$
1,324,910)
(
436,350)
($

D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

follows:
December 31,2017
Year incurred
Amount filed/ assessed
Unused amount
2015
Assessed
671,021
$ 2016
Amount filed
1,190,829
2017
Estimated filing amount
6,709,058
December 31,2016
Unrecognised
deferred
tax assets
$ -
-
3,425,820
Expiry year
2025
2026
2027
Year incurred
Amount filed/ assessed
2015
Amount filed
2016
Estimated filing amount
Unused amount
671,021
$ 1,190,829
Unrecognised
deferred
tax assets
$ -
-
Expiry year
2025
2026

~58~

  • E. The Company’s income tax returns through 2015 have been assessed and approved by the Tax Authority. As of March 23, 2018, there was no administrative remedies.

  • F. With the abolishment of the imputation tax system under the amendments to the Income Tax Act promulgated by the President of the Republic of China in February, 2018, the information on unappropriated retained earnings and the balance of the imputation credit account as of December 31, 2017, as well as the estimated creditable tax rate for the year ended December 31, 2017 is no longer disclosed.

Unappropriated retained earnings on December 31, 2016:

Earnings generated in and after 1998

December 31, 2016
$ 489,400
  • G. As of December 31, 2016, the balance of the imputation tax credit account was $759,208. The creditable tax rate was 48.15% for the year ended December 31, 2016.

  • (30) Losses per share

Basic losses per share
Loss attributable to ordinary shareholders

Basic losses per share
Loss attributable to ordinary shareholders
Weigthted average
number of ordinary
Losses per
Amount
shares outstanding
share
after tax
(shares in thousands)
(in dollars)
5,880,118)
($ 743,565
7.91)
($ Weigthted average
number of ordinary
Losses per
Amount
shares outstanding
share
after tax
(shares in thousands)
(in dollars)
1,287,100)
($ 743,565
1.73)
($ Year ended December 31,2017
Year ended December 31,2016
Weigthted average
number of ordinary
Losses per
Amount
shares outstanding
share
after tax
(shares in thousands)
(in dollars)
5,880,118)
($ 743,565
7.91)
($ Weigthted average
number of ordinary
Losses per
Amount
shares outstanding
share
after tax
(shares in thousands)
(in dollars)
1,287,100)
($ 743,565
1.73)
($ Year ended December 31,2017
Year ended December 31,2016
Amount
after tax
1,287,100)
($
Weigthted average
number of ordinary
shares outstanding
(shares in thousands)
743,565

~59~

(31) Operating leases

  • A. The Group leases investment property to others under non-cancellable operating lease agreements. These leases will expire on August 31, 2020, and all these lease agreements are not renewable at the end of the lease period. The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:
Not later than one year
Later than one year but not
later than five years
Later than five years
December 31,2017
6,601
$ 10,520
-
17,121
$
December 31,2016
7,704
$ 17,121
-
24,825
$
  • B. The Group leases in assets for places of business from National Property Administration of Ministry of Finance and Taiwan International Ports Corporation, Ltd. under non-cancellable operating lease agreements. The lease terms are between 1996 and 2027, and all these lease agreements are renewable at the end of the lease period. Partial leases are charged extra rents following the changes in local price indexes. The Group recognised rental expenses of $262,906 and $262,892 in profit or loss for the years ended December 31, 2017 and 2016, respectively. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Not later than one year
Later than one year but not
later than five years
Later than five years
December 31,2017
263,423
$ 1,001,217
810,169
2,074,809
$
December 31,2016
263,423
$ 899,745
1,021,058
2,184,226
$

~60~

(32) Supplemental cash flow information

A. Investing activities with partial cash payments:

Acquisition of investments accounted
for using equity method
Add�Beginning balance of other
payables
Less�Ending balance of other
payables

Cash paid on acquisition of
investments accounted for using
equity method during the year
Purchase of property, plant and
equipment
Add�Beginning balance of payable
on equipment
Less�Ending balance of payable
on equipment

Cash paid on purchase of
property, plant and
equipment during the year
Years ended December 31, Years ended December 31,
2017
-
$ 19,188
19,188)
(

-
$ 370,983
$ 110,485
60,503)
(

420,965
$
2016
197,344
$ -
19,188)
(
178,156
$
325,218
$ 64,593
110,485)
(
279,326
$

B. Investment and financing activities with no cash flow effects:

Payable on investments (shown as
other payables)
Long-term notes and accounts
payable being transferred to
other financial liabilities-current
Interest expense amortised from
government grants
Years ended December 31, Years ended December 31,
2017
19,188
$ -
$ 11,018
$
2016
19,188
$
150,000
$
14,452
$

~61~

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties Relationship with the Group CPC Corporation, Taiwan The Company's legal entity director China Steel Corporation The Company's legal entity director China Steel Express Corporation Subsidiary of the Company's legal entity director Fuhai Wind Farm Corporation Investee accounted for using equity method; it is newly invested beginning at the end of August 2016 Yung Chi Paint & Varnish Mfg. Shareholder who owns 30% of the Company's subsidiary Co., Ltd.

(2) Significant related party transactions and balances

A. Operating revenue

Key management:
Legal entity director
CPC Corporation, Taiwan
Other related parties:
Fuhai Wind Farm Corporation (Note)
Yung Chi Paint & Varnish Mfg. Co.,
Ltd.
China Steel Express Corporation
Years ended December 31, Years ended December 31,
2017
73,893
$ 4,987
261
-
79,141
$
2016
2,524,409
$ 787
-
5,770
2,530,966
$

Note: The investment accounted under equity method starts from the end of August, 2016. Thus, the related party transaction is from September 1 to December 31, 2016 which applies to all the related party transactions for this fiscal year.

  • (a) The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

  • (b) In August and December 2017, the Company was commissioned by China Steel Express Corporation to build 4 208,000 DWT double hull bulk cargo steamers for a total contract price of NT$5.6 billion. The expected delivery date of the last cargo steamer is by the year-end of 2020. The advance receipts arising for the contract amounted to $287,090, shown as current liabilities in ‘payables to customers on construction contracts’.

~62~

  • (c) In March 2014, the Company was commissioned by Fuhai Wind Farm Corporation (hereafter referred to as Fuhai) for the construction of a meteorological observation tower, offshore windfarm off the coast of Changhua County included in Changhua Offshore Pilot Project and Fuhai offshore windfarm for a total contract price of NT$32 billion. However, Bureau of Energy, MOEA decided to reject the development project because of the disapproved Environmental Impact Assessment. For the receivables on contraction contracts, please refer to item D.

B. Purchases of goods

Key management:
Legal entity director
China Steel Corporation
CPC Corporation, Taiwan
Other related parties:
Yung Chi Paint & Varnish Mfg. Co.,
Ltd.
Years ended December 31, Years ended December 31,
2017
1,240,118
$ 121,405
2,353
1,363,876
$
2016
2,288,282
$ 112,585
135
2,401,002
$

The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

C. Accounts receivable

Key management:
Legal entity director
CPC Corporation, Taiwan
Other related parties:
Yung Chi Paint & Varnish Mfg. Co.,
Ltd.
Fuhai Wind Farm Corporation
December 31,2017
22,990
$ 1,986
-
24,976
$
December 31,2016
-
$ 1,621
2,143
3,764
$

~63~

D. Receivables from customers on construction contracts

E.
F.
G.
Note: For the year ended December 31, 2017, the Group wrote-off $202,427 based on its estimate
of uncollectability.
Other receivables
Prepaid accounts
Refundable deposits
December 31,2017
December 31,2016
Key management:
Legal entity director
CPC Corporation, Taiwan
-
$ 1,593,109
$ Other related parties:
Fuhai Wind Farm Corporation (Note)
-
200,010
-
$ 1,793,119
$ December 31,2017
December 31,2016
Key management:
Legal entity director
China Steel Corporation
24,942
$ 41,849
$ Other related parties:
Yung Chi Paint & Varnish Mfg. Co.,
Ltd.
-
191
24,942
$ 42,040
$ December 31,2017
December 31,2016
Key management:
Legal entity director
China Steel Corporation
95,958
$ 146,862
$ CPC Corporation, Taiwan
30,157
9,108
126,115
$ 155,970
$ December 31,2017
December 31,2016
Key management:
Legal entity director
CPC Corporation, Taiwan
-
$ 1,512
$ Other related parties:
Yung Chi Paint & Varnish Mfg.
Co., Ltd.
2,182
3,921
2,182
$ 5,433
$

~64~

H. Notes payable

I.Accounts payable
J.Payables to customers on construction contracts
K.Endorsements and guarantees provided to related parties
December 31,2017
Key management:
Legal entity director
China Steel Corporation
223,073
$ December 31,2017
Other related parties:
Yung Chi Paint & Varnish Mfg.
Co., Ltd.
1,947
$ December 31,2017
Other related parties:
China Steel Express Corporation
1,023,847
$ December 31,2017
Other related parties:
Fuhai Wind Farm Corporation
886,000
$
December 31,2016
324,457
$
December 31,2016
466
$
886,000
$

As of December 31, 2017 and 2016, endorsement / guarantees provided by the Group and used both amounted to $75,000.

(3) Key management compensation

Salaries and other short-term
employee benefits
Post-employment benefits
2017
2016
25,311
$ 22,766
$ 2,715
3,943
28,026
$ 26,709
$ Years ended December 31,
2017
2016
25,311
$ 22,766
$ 2,715
3,943
28,026
$ 26,709
$ Years ended December 31,
2016
22,766
$ 3,943
26,709
$

8. PLEDGED ASSETS

None.

~65~

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

(1)
(2)
(3)
(4)
(5)
(6)
The balance of the Group’s unused letters of credit for import of materials is as follows:
The balance of the Group’s contracted ship/vessel construction projects to be completed is as
follows:
The amount of the contracted services to be delivered by the Group’s subsidiary is as follows:
The guaranteed credit by banks for the Group’s construction projects is as follows:
The amount of the Group’s purchase contracts and outsourcing construction contracts to be paid is
as follows:
The amount of construction performance promissory note issued by the Group for contracted
construction is as follows:
December 31,2017
December 31,2016
Balance of unused letters of credit
1,224,209
$ 2,149,195
$ December 31,2017
December 31,2016
Contracted projects to be completed
14,968,433
$ 27,506,964
$ December 31,2017
December 31,2016
Contracted services to be delivered
151,987
$ 627,158
$ December 31,2017
December 31,2016
Guaranteed credit by banks
4,522,610
$ 8,048,499
$ December 31,2017
December 31,2016
Purchase contracts to be paid
3,698,067
$ 8,467,209
$ Outsourcing construction contracts
to be paid
1,266,499
1,439,039
4,964,566
$ 9,906,248
$ December 31,2017
December 31,2016
Construction performance promissory
note
99,850
$ 99,850
$
The balance of the Group’s unused letters of credit for import of materials is as follows:
The balance of the Group’s contracted ship/vessel construction projects to be completed is as
follows:
The amount of the contracted services to be delivered by the Group’s subsidiary is as follows:
The guaranteed credit by banks for the Group’s construction projects is as follows:
The amount of the Group’s purchase contracts and outsourcing construction contracts to be paid is
as follows:
The amount of construction performance promissory note issued by the Group for contracted
construction is as follows:
December 31,2017
December 31,2016
Balance of unused letters of credit
1,224,209
$ 2,149,195
$ December 31,2017
December 31,2016
Contracted projects to be completed
14,968,433
$ 27,506,964
$ December 31,2017
December 31,2016
Contracted services to be delivered
151,987
$ 627,158
$ December 31,2017
December 31,2016
Guaranteed credit by banks
4,522,610
$ 8,048,499
$ December 31,2017
December 31,2016
Purchase contracts to be paid
3,698,067
$ 8,467,209
$ Outsourcing construction contracts
to be paid
1,266,499
1,439,039
4,964,566
$ 9,906,248
$ December 31,2017
December 31,2016
Construction performance promissory
note
99,850
$ 99,850
$
The balance of the Group’s unused letters of credit for import of materials is as follows:
The balance of the Group’s contracted ship/vessel construction projects to be completed is as
follows:
The amount of the contracted services to be delivered by the Group’s subsidiary is as follows:
The guaranteed credit by banks for the Group’s construction projects is as follows:
The amount of the Group’s purchase contracts and outsourcing construction contracts to be paid is
as follows:
The amount of construction performance promissory note issued by the Group for contracted
construction is as follows:
December 31,2017
December 31,2016
Balance of unused letters of credit
1,224,209
$ 2,149,195
$ December 31,2017
December 31,2016
Contracted projects to be completed
14,968,433
$ 27,506,964
$ December 31,2017
December 31,2016
Contracted services to be delivered
151,987
$ 627,158
$ December 31,2017
December 31,2016
Guaranteed credit by banks
4,522,610
$ 8,048,499
$ December 31,2017
December 31,2016
Purchase contracts to be paid
3,698,067
$ 8,467,209
$ Outsourcing construction contracts
to be paid
1,266,499
1,439,039
4,964,566
$ 9,906,248
$ December 31,2017
December 31,2016
Construction performance promissory
note
99,850
$ 99,850
$

construction is as follows:
Construction performance promissory
note

December 31,2017
99,850
$
99,850
$

(7) The non-cancellable operating leases with more than one-year lease term for the Group are stated in Note 6 (31).

~66~

  • (8) The Group, Century Iron and Steel Industrial Co., Ltd. and Taiwan Generations Corp. are the jointoriginators for Fuhai Wind Farm Corporation (Fuhai Corporation). The joint-originators entered into “the Incentive Program of Offshore Wind Power Demonstration System” (“the Government Grant Scheme”), which was granted by the Ministry of Economic Affairs, and committed to be jointly responsible for Fuhai Corporation. The total amount of endorsement/guarantee provided by the Company amounted to NT$886 million. As of December 31, 2017 and 2016, the amount used is both $75,000. Please refer to Note 7 for details.

  • (9) The ships under construction have all been insured with shipbuilding insurance. On September 14, 2016, Typhoon Meranti caused damages in the third party’s property and thus claimed for compensation of approximately NT$309 million. The case is still ongoing. However, according to Group’s designated lawyer, the damage loss is covered by the insurance so no material impact on the Group’s operation is expected.

10. SIGNIFICANT DISASTER LOSS

The Group’s property, plant and equipment has been insured under typoon insurance. On September 14, 2016, Typoon Meranti caused some damage loss amounting to $40,572 and insurance compensation amounted to $28,800. The remaining amount of $11,772 has been recognised as ‘other losses’(shown as ‘other gains and losses’). The Group did not incur significant disaster loss for the year ended December 31, 2017

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

  • (1) Under the amendments to the Income Tax Act which was promulgated by the President of the Republic of China in February, 2018, the Company’s applicable income tax rate will be raised from 17% to 20% effective from January 1, 2018. This will increase the Company’s deferred tax assets by $238,546, which will be adjusted in the first quarter of 2018.

  • (2) The Company’s interim proposal for 2017 deficit compensation through capital deduction has become effective after filing with the Financial Supervisory Commission on January 17, 2018. The proposal for 2017 deficit compensation and the proposal for 2018 private placement will proceed altogether pursuant to Article 168-1 of Company Act. Please refer to 6(19) for details.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Following the industry practices, the Group uses gearing ratio to control capital.

~67~

The Group’s policy is to maintain a stable gearing ratio. Ratios are as follows:

Gearing ratio December 31,2017
71%
December 31,2016
56%

(2) Financial instruments

A. Fair value information of financial instruments

The carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable, receivables from customers on construction contracts, other receivables, refundable deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, payables to customers on construction contracts, other payables, other financial liabilities - current, long-term borrowings, long-term notes, accounts and overdue payables and guarantee deposits received) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

B. Financial risk management policies

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance. The Group uses financial instruments, for example, using forward exchange contracts to control its exposure to specific financial risks.

For supervising management, the Board of Directors has set related rules to authorize the management to perform daily operations within acceptable risk range and requires the internal audit to inspect the management and report on a regular basis. The internal audit must report to the Board of Directors if there is any unusual situation at any time, and respond to the situations adequately.

C. Significant financial risks and degrees of financial risks

(a) Market risk

Foreign exchange risk

  • i. The foreign exchange risk is mainly arising from USD. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward foreign exchange contracts, transacted with Group treasury. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

~68~

ii.The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

Financial assets
Monetaryitems
USD:NTD
Financial liabilities
Monetaryitems
USD:NTD
Financial assets
Monetaryitems
USD:NTD
Financial liabilities
Monetaryitems
USD:NTD
JPY:NTD
December 31,2017 December 31,2017
Foreign Currency
(in thousands)
Exchange Rate
31,713
$ 29.710
737
29,810
December 31,2016
Book Value(NTD)
942,193
$ 21,970
Foreign Currency
(in thousands)
21,471
$ 8,908
47,719
Exchange Rate
32.200
32.300
0.2776
Book Value(NTD)
691,366
$ 287,728
13,247

iii.If NTD had appreciated/ depreciated by 1% against USD with all other variables held constant, effect to post-tax profit (loss) is as follows:

If NTD had appreciated/
depreciated by1%against tax
Increase (decrease) in net
profit (loss) after tax
Years ended December 31, Years ended December 31,
2017
7,638
$
2016
3,240
$

iv.The net exchange gain arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2017 and 2016, amounted to $16,299 and $70,418, respectively.

~69~

Price risk

The Group is not exposed to significant commodity price risk.

Interest rate risk

The Group’s long-term and short-term borrowings carry fixed interest rate and therefore no significant cash flow interest rate risk arises.

(b)Credit risk

Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.

Cash and cash equivalents and derivative financial instruments

The Group only trades with counterparties with good credit, in accordance with the Group’s transaction policies. There is no recent violation of significant cash and cash equivalents and derivative financial products.

Accounts receivable and other receivables

  • i. No other receivables were past due (including other receivables, other receivable-related parties and refundable deposits).

  • ii.Receivables arising from revenue from ship building shall be classified under accounts receivable or construction contracts receivable.

  • iii.Credit information of accounts receivable is stated in Note 6 (2). When the Group enters into ship building contracts, the Group entrusts external agencies to verify customers’ credit and was informed that the possibility that the customers will default is low. Therefore, the credit risk of accounts receivable on ship building is low.

(c)Liquidity risk

  • i. The Group uses cash and cash equivalents, bank borrowings and other contracts to control its liquidity. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

~70~

Non-derivative financial liabilities

December 31,2017
Bank borrowings
Short-term notes and
bills payable
Payables
Long-term borrowings
Less than 1
year
Between 1 and
2years
Between 2 and
5years
Over 5 Years
2,290,668
$ 700,000
2,880,775
29,772
5,901,215
$
-
$ -
105,209
30,829
136,038
$
-
$ -
161,087
5,552,884
5,713,971
$
-
$ -
595,571
-
595,571
$

Derivative financial instruments

Less than 1 Between 1 and Between 2 and December 31, 2017 year 2 years 5 years Over 5 Years Total amount Forward exchange contracts �Inflow $ 105,840 $ - $ - $ - �Outflow 106,120 - - -

Non-derivative financial liabilities

December 31,2016
Bank borrowings
Short-term notes and
bills payable
Payables
Less than 1
year
Between 1 and
2years
Between 2 and
5years
Over 5 Years
6,396,856
$ 999,735
3,185,846
10,582,437
$
-
$ -
418,811
418,811
$
-
$ -
308,324
308,324
$
-
$ -
-
-
$

Derivative financial instruments

As of December 31, 2016: None.

  • ii. Among the borrowings with maturity of 2 to 5 years, principal dues totaled $200,000 (excluding interest totaling $6,458). The Group has repaid the principal of $200,164. Other than that, The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.

~71~

(3) Fair value estimation

  • A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(9).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in derivative instruments is included in Level 2.

Level 3: Unobservable inputs for the asset or liability.

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2017 and 2016 is as follows:

December 31, 2017:

Level 1 Level 2 Level 3 Total

Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Forward foreign exchange contracts $ - $ 280 $ - $ 280

December 31, 2016: There was no related liabilities as mentioned above.

  • D. The methods and assumptions the Group used to measure fair value are as follows:

The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.

  • E. For the years ended December 31, 2017 and 2016, there was no transfer between Level 2 and Level 3.

~72~

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: Please refer to table 1.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 2.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(13) and 12(3).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 3.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 4.

(3) Information on investments in Mainland China

  • A. Basic information: None.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

14. SEGMENT INFORMATION

(1) General information

Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision-Maker that are used to make strategic decisions. The Chief Operating DecisionMaker considers the business from a product perspective. The reportable operating segments derive their revenue primarily from the construction of ships and vessels. As other businesses mainly including machinery engineering, ship/vessel repairs and coating do not meet the quantitative thresholds required by IFRS 8, the results of these operations are included in the ‘all other segments’ column.

~73~

(2) Measurement of segment information

The Chief Operating Decision-Maker assesses the performance of the operating segments based on the gross profit of each business category. This measurement basis excludes the effects of operating expenses, non-operating revenue and non-operating expenses from the operating segments.

(3) Information about segment profit or loss, assets and liabilities

The segment information provided to the Chief Operating Decision-Maker for the reportable segments for the years ended December 31, 2017 and 2016 is as follows:

Revenue from external
customers
Inter-segment revenue
Total segment revenue
Segment loss
Undistributed amount:
Operating expenses
Depreciation and
amortization
Interest income
Interest expense
Income tax benefit
Loss on investments
accounted for using
equity method
Total undistributed amount
Segment assets (Note 2)
Investments accounted
for under equity method
Increase in non-current
assets
Segment liabilities (Note 2)
Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017 Year ended December 31,2017
Construction of
ships and vessels
All other
segments
Adjustments
and
eliminations
(Note 1)
Total
-
$ 16,404,344
$ 204,185)
(
-
204,185)
($ 16,404,344
$ -
$ 5,721,888)
($ 494,712)
($ 12,365)
(
2,368
74,759)
(
469,843
20,868)
(
130,493)
($ 22,283,393
$ 1,645
$ 381,054
$ 15,904,309
$
15,259,115
$ -
15,259,115
$ 5,649,861)
($
1,145,229
$ 204,185
1,349,414
$ 72,027)
($

~74~

Year ended December 31, 2016

Revenue from external
customers
Inter-segment revenue
Total segment revenue
Segment (loss) profit
Undistributed amount:
Operating expenses
Depreciation and
amortization
Interest income
Interest expense
Income tax benefit
Loss on investments
accounted for using
equity method
Total undistributed amount
Segment assets (Note 2)
Investments accounted
for under equity method
Increase in non-current
assets
Segment liabilities (Note 2)
Construction of
ships and vessels
Construction of
ships and vessels
All other
segments
Adjustments
and
eliminations
(Note 1)
Total
-
$ 15,747,699
$ 534,519)
(
-
534,519)
($ 15,747,699
$ -
$ 1,060,228)
($ 492,809)
($ 11,993)
(
1,972
51,730)
(
248,593
33,779)
(
339,746)
($ 27,670,942
$ 166,616
$ 330,468
$ 15,441,284
$
15,085,251
$ -
15,085,251
$ 1,116,874)
($
662,448
$ 534,519
1,196,967
$ 56,646
$

Note 1: Refers to the elimination of inter-segment revenue.

Note 2: Segment assets and liabilities are regularly provided to the Chief Operating Decision-Maker, but not distributed to each reportable segment.

~75~

(4) Information about segment profit or loss, assets and liabilities

The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income. A reconciliation of segment profit to (loss) profit before tax and discontinued operations is provided as follows:

Years ended December 31,
2017 2016
Segment loss ($ 5,649,861)
($ 1,116,874)
Other segment (loss) profit ( 72,027) 56,646
Total segments ( 5,721,888)
( 1,060,228)
Operating expenses ( 507,077)
( 504,802)
Non-operating income and expenses ( 124,077) 29,628
Loss before tax and discontinued
operations ($ 6,353,042) ($ 1,535,402)

(5) Information on products and services

Revenues from external customers are mainly derived from the construction of ships and vessels. Breakdown of the revenue from all sources is as follows:

Breakdown of the revenue from all sources is as follows: is as follows:
Construction contract revenue
Revenue from construction of ships
and vessels
Revenues from machine manufacturing
Sales revenue�revenue from
construction of ships and vessels
Service revenue
Other revenue
Total
Years ended December 31,
2017
13,913,302
$ 31,482
1,345,813
1,098,141
15,606
16,404,344
$
2016
15,085,251
$ 87,900
-
533,079
41,469
15,747,699
$

~76~

(6) Geographical information

Revenue information by geographic area:

Taiwan
Singapore
Marshall
Japan
Hong Kong
Panama
Greece
Others
Total
Revenue
Non-current assets
Revenue
Non-current assets
7,537,306
$ 10,820,829
$ 4,057,003
$ 10,972,825
$ 4,304,975
-
1,179,619
-
2,624,566
-
3,739,045
-
1,345,813
-
2,867
-
497,386
-
6,856,132
-
41,704
-
32,602
-
-
-
175,539)
(
-
52,594
-
55,970
-
16,404,344
$ 10,820,829
$ 15,747,699
$ 10,972,825
$ Year ended and as of
Year ended and as of
December 31,2017
December 31,2016
Year ended and as of
December 31,2016
Year ended and as of
December 31,2016
Revenue
7,537,306
$ 4,304,975
2,624,566
1,345,813
497,386
41,704
-
52,594
16,404,344
$
Non-current assets
10,972,825
$ -
-
-
-
-
-
-
10,972,825
$

(7) Major customer information

The customers accounting for more than 10% of the Group’s operating revenues are as follows:

Year ended December 31, 2017

Clients
Client B
Client G
Client I

Clients
Client H
Client G
Client J
Sales amount
8,525,296
$
2,624,566
2,220,273

$13,370,135
Year ended December 31,2016
Sales amount
6,673,401
$
3,739,045
2,524,409

$12,936,855
Department
Construction of ships and vessels
Construction of ships and vessels
Construction of ships and vessels
Department
Construction of ships and vessels
Construction of ships and vessels
Construction of ships and vessels

~77~

Outstanding
endorsement/
guarantee
amount at
December 31,
2017
Actual amount
drawn down
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee amount
to net asset value
of the endorser/
guarantor company
Ceiling on
total amount of
endorsements/
guarantees
provided
Provision of
endorsements
/guarantees
by parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of endorsements and guarantees to others
Year ended December 31, 2017
Table 1
Expressed in thousands of NTD
(Except as otherwise indicated)
Party being
endorsed/guaranteed
Number
Endorser/
guarantor
Limit on
endorsements/
guarantees
provided for a
single party
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2017
Company name
Relationship
with the
endorser/
guarantor
0
CSBC Corporation,
Taiwan
Blue Ocean Wind
Power Engineering
(Hong Kong) Limited
Note 1
633,542
$ 437,938
$ 437,938
$ -
$ -
$ 6.91
3,167,708
$ Y
N
N
Note 3
0
CSBC Corporation,
Taiwan
Fuhai Wind Farm
Corporation
Note 2
633,542
886,000
886,000
75,000
-
13.98
3,167,708
N
N
N
Note 3
and 4
Note 1�The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
Note 2�Having business relationship.
Note 3�In accordance with the Company’s Management Directions for Provision of Endorsements and Guarantees to Others, the total amount of endorsements and guarantees must not exceed 50% of the Company’s
net assets while the amount of endorsements and guarantees for each entity must not exceed 10% of the Company’s net assets.
Note 4�In accordance with the Company’s Management Directions for Provision of Endorsements and Guarantees to Others, in case the amount of endorsements and guarantees exceeds the limit because of change
in circumstances, the Company shall take steps based on the improvement plan submitted to audit committee.
Purchases
(sales)
Amount
Percentage of
total purchases
(sales)
Credit term
Unit price
Credit term
Balance
Percentage of
total
notes/accounts
receivable
(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction
terms compared to third
party transactions
Footnote
Purchaser/seller
Counterparty
Relationship with the
counterparty
Transaction
Notes/accounts receivable
(payable)
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2017
Table 2
CSBC Corporation, Taiwan
China Steel Corporation
Corporate Director
Purchases
1,240,118
$ 12
Note 1
Note 1
Note 1
223,073)
($ 17
Note 2
CSBC Corporation, Taiwan
CPC Corporation, Taiwan
Corporate Director
Purchases
121,405
1
Note 1
Note 1
Note 1
-
-
Note 2
CSBC Corporation, Taiwan
CSBC Coating Solutions Co.,
Ltd.
Parent company
Outsourcing
expenses
132,093
Note 3
Note 1
Note 1
Note 1
3,204)
(
-
CSBC Coating Solutions Co.,
Ltd.
CSBC Corporation, Taiwan
Parent company
Sale
132,093)
(
88
Note 1
Note 1
Note 1
3,204
16
Note 1�Based on the contract, the payment terms is the same as in general transactions.
Note 2�Regarding the prepayments for purchases amounting to $95,958 from CG Corporation, Taiwan and $30,157 from CPC Corporation, Taiwan, prices are determined in accordance
with mutual agreements; payment terms are no different from third parties.
Note 3�Accounting for 7% of the Company's outsourcing overheads.
General ledger account
Amount
Transaction terms
Percentage of consolidated total
operating revenues or total assets
(Note 3)
Number
(Note 1)
Company name
Counterparty
Relationship
(Note 2)
Transaction
(Except as otherwise indicated)
Significant inter-company transactions during the reporting periods
Year ended December 31, 2017
Table 3
Expressed in thousands of NTD
0
CSBC Corporation, Taiwan
CSBC Coating Solutions Co., Ltd.
Parent company to
subsidiary
Outsourcing expenses
132,093
$ Note 4
1
0
CSBC Corporation, Taiwan
CSBC Coating Solutions Co., Ltd.
Parent company to
subsidiary
Accounts payable
3,204
Note 4
-
0
CSBC Corporation, Taiwan
BLUE ACE CORPORATION
Parent company to
subsidiary
Outsourcing expenses
72,092
Note 4
-
0
CSBC Corporation, Taiwan
BLUE ACE CORPORATION
Parent company to
subsidiary
Accounts payable
14,622
Note 4
-
Note 1�The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1)Parent company is ‘0’.
(2)The subsidiaries are numbered in order starting from ‘1’.
Note 2�If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice.
For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has
disclosed the transaction, then the other is not required to disclose the transaction.
Note 3�Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts,
based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4�Based on the contract, the payment terms is the same as in general transactions.
Balance
as at December
31, 2017
Balance
as at December
31, 2016
Number of
shares
Ownership (%)
Book value
Net profit
(loss)
of the investee
for the year
ended
December 31,
2017
Investment
income(loss)
recognised by the
Company for the
year ended
December 31, 2017
Footnote
Investor
Investee
Location
Main business activities
Initial investment amount
Shares held as at December 31, 2017
Information on investees
Year ended December 31, 2017
Table 4
Expressed in thousands of NTD
(Except as otherwise indicated)
CSBC Corporation, Taiwan
Fuhai Wind Farm
Corporation
Taiwan
Wind power industry
197,344
$ 197,344
15,000,000
37.97
$ -
$ 109,885)
($ 20,135)
($ Note 1
CSBC Corporation, Taiwan
CSBC Coating
Solutions Co., Ltd.
Taiwan
Marine coating, steel structure
painting works, surface
treatment, and high-tech anti-
corrosion etc.
87,500
87,500
8,750,000
70
101,895
10,156)
(
7,189)
(
CSBC Corporation, Taiwan
Taiwan Generations
Corporation
Taiwan
Manufacturing of metal
structure, building
component, power generation
and others
4,000
4,000
400,000
40
1,645
1,832)
(
733)
(
CSBC Coating Solutions Co.,
Ltd
BLUE ACE
CORPORATION
Taiwan
Marine coating, steel structure
painting works, surface
treatment, and high-tech anti-
corrosion etc.
25,000
30,000
-
100
24,300
699)
(
699)
(
Note 2
CSBC Coating Solutions Co.,
Ltd.
Blue Ocean Wind
Power Engineering
(Hong Kong)
Limited
Hong Kong Marine works services
304
304
100
100
130
1,955)
(
1,955)
(
Note 2
Note 1�Please refer to Note 6(7) for details about investments accounted for under equity method.