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CSC Annual Report 2018

Jul 3, 2018

51937_rns_2018-07-03_7346e3da-de77-46f3-968a-d2680461f077.pdf

Annual Report

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China Steel Corporation Annual General Meeting June 21, 2018

Report Items

  1. Report on the Operations of 2017.

  2. Report on audit committee's review report of 2017.

  3. Report on distribution of compensation for employees and remuneration for directors of 2017.

Proposals and Discussion

  1. Adoption of the 2017 Business Report and Financial Statements.

  2. Adoption of the Proposal for Distribution of 2017 profits.

  3. Amendments to Articles of Incorporation.

  4. Amendments to Procedures for Acquisition or Disposal of Assets.

  5. Proposal to release the prohibition on Chairman, Mr. Chao-Tung, Wong from holding the position of Director of Taiwan High Speed Rail Corporation.

  6. Proposal to release the prohibition on Director, Mr. Horng-Nan, Lin from holding the position of Director of China Ecotek Corporation, Formosa Ha Tinh (Cayman) Limited and Formosa Ha Tinh Steel Corporation.

  7. Proposal to release the prohibition on Director, Mr. Shyi-Chin, Wang from holding the position of Director of Changzhou China Steel Precision Materials Co., Ltd.

  8. Proposal to release the prohibition on Director, Mr. Yi-Lang, Lin from holding the position of Director of China Steel Machinery Corporation and Senergy Wind Power Co Ltd.

Proposals and Discussion

1. Proposed by the board of directors

Proposal:

Adoption of the 2017 Business Report and Financial Statements

Explanatory Note:

Please refer to Attachment 1 for the financial statements for the year ended December 31[st] , 2017.

Resolution:

2

Proposals and Discussion

Attachment 1

China Steel Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016 and Independent Auditors’ Report

3

Proposals and Discussion

INDEPENDENT AUDITORS’ REPORT

China Steel Corporation

Opinion

We have audited the accompanying consolidated financial statements of China Steel Corporation (the Corporation) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other independent auditors (refer to other matter paragraph below), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation and its subsidiaries as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2017 are stated as follows:

Inventory Valuation

As of December 31, 2017, inventories of the Corporation and its subsidiaries amounted to NT$87,963,760 thousand, of which the inventories from steel industry amounted to NT$74,899,633 thousand, representing 11% of the Corporation and its subsidiaries’ total assets. Due to the drastic fluctuations in the prices of raw

4

Proposals and Discussion

materials and finished goods in steel industry and inventory valuation involved critical accounting estimates, inventory valuation is deemed to be a key audit matter. Refer to Notes 4, 5 and 13 to the consolidated financial statements for the related accounting policies and disclosures of inventory valuation.

We focused on inventory valuation and the key audit procedures we performed included:

  1. We evaluated the appropriateness of the approach applied to inventory valuation.

  2. We verified the completeness of inventory included in inventory valuation.

  3. We tested the net realizable value of inventory items on a sample basis, and evaluated the underlying assumptions and supporting documents, re-performed and calculated the appropriateness of net realizable value and the value written - off.

Valuation of Available-For-Sale Financial Assets - Formosa Ha Tinh (Cayman) Limited

As of December 31, 2017, through its subsidiary, China Steel Asia Pacific Holdings Pte Ltd., the Corporation invested in Formosa Ha Tinh (Cayman) Limited the amount of NT$31,471,200 thousand, representing 5% of the Corporation and its subsidiaries’ total assets. Such investment is unlisted investment. The Corporation hired an appraiser who composed the valuation report used as the basis for determining the fair value of the investment. The appraiser adopted income approach, and used as basis the income data of Formosa Ha Tinh Steel Corporation, a wholly-owned subsidiary of Formosa Ha Tinh (Cayman) Limited. The valuation model involved various assumptions and unobservable inputs, including the future profitability, the estimation of future cash flows, revenue growth rate, and rate of return to Formosa Ha Tinh Steel Corporation. As a result, the fair value of the investment in Formosa Ha Tinh (Cayman) Limited is deemed to be a key audit matter. Refer to Note 4 to the consolidated financial statements for the related accounting policies on valuation of financial assets.

The key audit procedures we performed included:

  1. We assessed the professional qualifications, competence, objectivity and independence of the appraiser hired by the management.

  2. We discussed with the management the scope of work performed by the independent appraiser, reviewed the contract terms and conditions signed by the Corporation and the appraiser, and we identified no concerns over the appraiser’s objectivity or any restriction imposed on the scope of the work.

  3. We confirmed the valuation method the independent appraiser adopted is complied with IFRSs.

  4. We reviewed the reasonableness of financial forecasts the independent appraiser adopted.

We also consulted our internal experts in the assessment of the appropriateness of the appraisal and in verifying the key assumptions and the reasonableness of key inputs, including weighted average cost of capital and discount rate.

Other Matter

Certain investments accounted for using the equity method, in the consolidated financial statements as of December 31, 2016 and for the year then ended were based on financial statements audited by other independent auditors. Such investments accounted for using the equity method amounted to NT$34,874,658 thousand, representing 5% of the Corporation and its subsidiaries’ total assets, as of December 31, 2016, and the share of comprehensive income amounted to loss NT$875,298 thousand and NT$969,122 thousand, representing 5% of the Corporation and its subsidiaries’ total comprehensive income, for the years ended December 31, 2017 and 2016.

We have also audited the standalone financial statements of China Steel Corporation as of and for the years ended December 31, 2017 and 2016 on which we have issued an unmodified opinion.

5

Proposals and Discussion

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 Corporation and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Corporation and its subsidiaries’ financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation and its subsidiaries’ 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 Corporation and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation and its subsidiaries 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

Proposals and Discussion

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee-Yuan Kuo and Cheng-Hung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 28, 2018

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail. As stated in Note 4 to the consolidated financial statements, the additional footnote disclosures that are not required under generally accepted accounting principles were not translated into English.

7

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes
4, 5 and 7)
Available-for-sale financial assets - current (Notes 4, 5 and 8)
Derivative financial assets for hedging - current (Notes 4 and 10)
Notes receivable (Notes 4 and 11)
Notes receivable - related parties (Notes 4, 11 and 32)
Accounts receivable, net (Notes 4 and 11)
Accounts receivable - related parties (Notes 4, 11 and 32)
Amounts due from customers for construction contracts (Notes 4 and 12)
Other receivables (Notes 4 and 32)
Current tax assets (Note 28)
Inventories (Notes 4, 5 and 13)
Non-current assets held for sale (Note 4)
Other financial assets - current (Notes 4, 16 and 33)
Other current assets
Total current assets
NONCURRENT ASSETS
Available-for-sale financial assets - noncurrent (Notes 4, 5 and 8)
Held-to-maturity financial assets - noncurrent (Notes 4 and 9)
Derivative financial assets for hedging - noncurrent (Notes 4 and 10)
Debt investments with no active market - noncurrent (Notes 4 and 14)
Investments accounted for using equity method (Notes 4 and 15)
Property, plant and equipment (Notes 4, 17 and 33)
Investment properties (Notes 4, 18 and 33)
Intangible assets (Note 4)
Deferred tax assets (Notes 4 and 28)
Refundable deposits (Note 4)
Other financial assets - noncurrent (Notes 4, 16 and 33)
Other noncurrent assets
Total noncurrent assets
TOTAL
December 31, 2017
Amount
%
$ 12,856,662
2
4,910,644
1
2,186,156
-
54,131
-
1,797,938
-
309,587
-
14,311,437
2
355,077
-
9,400,960
2
1,636,999
-
181,204
-
87,963,760
13
212,780
-
10,752,021
2

4,051,059

1


150,980,415

23

58,383,988
9
129,750
-
16,237
-
1,854,343
-
14,729,813
2
413,821,236
62
10,956,078
2
1,938,180
-
6,192,780
1
700,646
-
2,623,741
-

5,388,672

1


516,735,464

77

$ 667,715,879
100
December 31, 2016
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 15,467,768
2
Short-term borrowings and bank overdraft (Notes 19 and 33)
Short-term bills payable (Note 19)
3,288,349
1
Financial liabilities at fair value through profit or loss - current
2,806,737
-
(Notes 4 and 7)
36,784
-
Derivative financial liabilities for hedging - current (Notes 4 and 10)
1,233,769
-
Notes payable
384,078
-
Accounts payable (Note 21)
11,463,575
2
Accounts payable - related parties (Notes 21 and 32)
499,185
-
Amounts due to customers for construction contracts (Notes 4 and 12)
8,472,037
1
Other payables (Notes 22 and 32)
1,382,410
-
Current tax liabilities (Note 28)
139,482
-
Provisions - current (Notes 4 and 23)
79,489,138
12
Current portion of bonds payable (Notes 4 and 20)
-
-
Current portion of long-term bank borrowings (Notes 19 and 33)
11,833,708
2
Other current liabilities

3,558,170

1

Total current liabilities

140,055,190

21

NONCURRENT LIABILITIES
Derivative financial liabilities for hedging - noncurrent (Notes 4 and
26,306,913
4
10)
222,669
-
Bonds payable (Notes 4 and 20)
3,354
-
Long-term bank borrowings (Notes 19 and 33)
1,932,814
-
Long-term bills payable (Note 19)
49,528,952
7
Provisions - noncurrent (Notes 4 and 23)
430,849,587
64
Deferred tax liabilities (Notes 4 and 28)
10,316,142
2
Net defined benefit liabilities (Notes 4 and 24)
2,488,714
-
Other noncurrent liabilities
5,372,981
1
566,022
-
Total noncurrent liabilities
3,393,174
-

5,085,281

1

Total liabilities

536,066,603

79

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4
and 25)
Share capital
Ordinary shares
Preference shares
Total share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS
Total equity
$ 676,121,793
100

TOTAL
December 31, 2017
Amount
%
$ 35,326,058
5
24,635,582
4
247
-
48,218
-
1,188,154
-
13,261,485
2
37,377
-
5,426,228
1
23,155,371
3
3,127,173
-
4,042,476
-
11,198,974
2
18,549,055
3

4,323,642

1

144,320,040

21
210,325
-
83,852,513
13
57,047,876
9
27,613,159
4
835,048
-
12,205,775
2
8,321,780
1

1,357,376

-

191,443,852

29

335,763,892

50
157,348,610
24

382,680

-

157,731,290

24

38,211,082

6
61,538,216
9
27,655,869
4

20,033,060

3

109,227,145

16

7,372,935

1

(8,532,389
)

(1
)
304,010,063
46

27,941,924

4

331,951,987

50
$ 667,715,879
100
December 31, 2016


































































Amount
%
$ 35,905,740
5
16,632,100
2
4,941
-
37,609
-
851,631
-
12,484,269
2
536,544
-
3,853,724
1
21,437,649
3
2,129,043
-
4,324,106
1
5,212,668
1
16,210,014
2

3,530,170

1

123,150,208

18
36,065
-
95,037,294
14
70,329,355
10
36,626,165
6
815,694
-
12,261,289
2
6,901,619
1

1,384,411

-

223,391,892

33

346,542,100

51
157,348,610
23

382,680

-

157,731,290

23

37,807,466

6
59,934,379
9
29,786,846
4

17,196,041

3

106,917,266

16

8,680,706

1

(8,576,842
)

(1
)
302,559,886
45

27,019,807

4

329,579,693

49
$ 676,121,793
100

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

(With Deloitte & Touche audit report dated March 28, 2018)

8

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUES (Notes 4, 26, 32 and 36)

OPERATING COSTS (Notes 13, 27 and 32)

GROSS PROFIT

OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 27 and 32)
Other gains and losses (Notes 27 and 32)
Finance costs (Note 27)
Share of the profit of associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX (Notes 4 and 28)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes 4, 24,
25 and 28)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
Income tax benefit relating to items that will not
be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2017
Amount
%
$ 347,012,002 100

307,672,853
89


39,339,149
11

5,407,932
1
6,940,039
2

2,069,549

1


14,417,520

4


24,921,629

7

1,778,303
1
745,573
-
(3,717,893) (1)

(324,315
)
-


(1,518,332
)
-

23,403,297
7

2,972,107

1


20,431,190

6

(1,500,451)
-
236,316
-
(2,073,572) (1)
2016



























Amount
%
$ 293,055,804 100

253,332,496
87

39,723,308
13

4,950,440
2

7,165,255
2

2,175,992

1

14,291,687

5

25,431,621

8

1,471,380
-

(523,311)
-

(3,816,641) (1)

(663,882
)
-

(3,532,454
) (1
)

21,899,167
7

2,711,843

1

19,187,324

6

(1,166,886)
-

182,490
-

(1,827,100) (1)
(Continued)

9

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

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

Unrealized gains and losses on available-for-sale
financial assets

The effective portion of gains and losses on
hedging instruments in a cash flow hedge
Share of the other comprehensive income (loss) of
associates
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 29)
Basic

Diluted
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2017
Amount
%
$ 979,157
-
(198,511)
-
(828,695)
-

87,480

-


(3,298,276
) (1
)
$ 17,132,914

5

$ 16,905,588
5

3,525,602

1

$ 20,431,190

6

$ 14,430,315
4

2,702,599

1

$ 17,132,914

5

$ 1.09

$ 1.09
2016
























Amount
%
$ 1,900,382
1

(164,285)
-

(186,690)
-

86,036

-

(1,176,053
)
-
$ 18,011,271

6
$ 16,038,369
6

3,148,955

1
$ 19,187,324

7
$ 15,950,850
5

2,060,421

1
$ 18,011,271

6
$ 1.04
$ 1.03


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

(With Deloitte & Touche audit report dated March 28, 2018)

10

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)


BALANCE AT JANUARY 1, 2016

Appropriation of 2015 earnings (Note 25)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders
- NT$0.5 per share

Cash dividends to preference
shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31,
2016
Other comprehensive income for the year
ended December 31, 2016, net of
income tax

Total comprehensive income for the year
ended December 31, 2016

Adjustment to capital surplus arising from
dividends paid to subsidiaries

Adjustment of non-controlling interests

Adjustment of other equity

BALANCE AT DECEMBER 31, 2016

Appropriation of 2016 earnings (Note 25)
Legal reserve

Reversal of special reserve

Cash dividends to ordinary shareholders
- NT$0.85 per share

Cash dividends to preference
shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31,
2017
Other comprehensive income for the year
ended December 31, 2017, net of
income tax

Total comprehensive income for the year
ended December 31, 2017

Purchase of the Corporation’s shares by
subsidiaries

Disposal of the Corporation’s shares held
by subsidiaries accounted for as treasury
shares

Adjustment to capital surplus arising from
dividends paid to subsidiaries

Adjustment of non-controlling interests

Adjustment of other equity

BALANCE AT DECEMBER 31, 2017
**Equity Attributable to Owners of the Corporation ** **Equity Attributable to Owners of the Corporation ** **Equity Attributable to Owners of the Corporation ** Total Equity
Attributable to
Owners of the
Non-controlling
Corporation
Interests
$ 294,320,819
$ 26,404,014


-

-


-

-


(7,867,430
)
-


(53,575
)
-


-

-

16,038,369
3,148,955

(87,519
)
(1,088,534
)

15,950,850

2,060,421


159,065

96,945


-

(1,541,573
)

50,157

-

302,559,886

27,019,807


-

-


-

-


(13,374,632
)
-


(53,575
)
-


-

-

16,905,588
3,525,602

(2,475,273
)
(823,003
)

14,430,315

2,702,599


(19,595
)
(19,249
)

92,114

21,905


267,245

163,931


-

(1,947,069
)

108,305

-

$ 304,010,063
$ 27,941,924
Total Equity
$ 320,724,833

-

-

(7,867,430
)

(53,575
)

-

19,187,324

(1,176,053
)

18,011,271

256,010

(1,541,573
)

50,157
329,579,693

-

-

(13,374,632
)

(53,575
)

-

20,431,190

(3,298,276
)

17,132,914

(38,844
)

114,019

431,176

(1,947,069
)

108,305
$ 331,951,987
ShareCapital
Preference
Ordinary Shares
Shares
Capital Surplus
$ 157,348,610
$ 382,680
$ 37,612,027



-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


-

-

159,065


-

-

-


-

-

36,374

157,348,610

382,680

37,807,466



-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


-

-

-


-

-

28,066


-

-

267,245


-

-

-


-

-

108,305

$ 157,348,610
$ 382,680
$ 38,211,082
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 59,173,907
$ 27,132,983
$ 13,323,848


760,472

-

(760,472
)

-

2,654,116

(2,654,116
)

-

-

(7,867,430
)

-

-

(53,575
)

-

(253
)
253

-
-
16,038,369

-

-

(843,817
)

-

-

15,194,552


-

-

-


-

-

-


-

-

12,981


59,934,379

29,786,846

17,196,041


1,603,837

-

(1,603,837
)

-

(2,130,614
)
2,130,614


-

-

(13,374,632
)

-

-

(53,575
)

-

(363
)
363

-
-
16,905,588

-

-

(1,167,502
)

-

-

15,738,086


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

$ 61,538,216
$ 27,655,869
$ 20,033,060
Other Equity Total Other
Equity
Treasury Shares
$ 7,924,408
$ (8,577,644
)

-

-


-

-


-

-


-

-


-

-

-
-

756,298

-


756,298

-


-

-


-

-


-

802


8,680,706

(8,576,842
)

-

-


-

-


-

-


-

-


-

-

-
-

(1,307,771
)
-


(1,307,771
)
-


-

(19,595
)

-

64,048


-

-


-

-


-

-

$ 7,372,935
$ (8,532,389
)

























The Effective
Portion of Gains
Exchange
Unrealized
and Losses on
Differences on
Gains and Losses
Hedging
Translating
on Available-for-
Instruments in
Foreign
sale Financial
a Cash Flow
Operations
Assets
Hedge
$ 1,198,796
$ 6,573,348
$ 152,264


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

(1,230,844
)
2,077,225

(90,083
)

(1,230,844
)
2,077,225

(90,083
)

-

-

-


-

-

-


-

-

-


(32,048
)
8,650,573

62,181


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

(2,078,545
)
964,290

(193,516
)

(2,078,545
)
964,290

(193,516
)

-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

$ (2,110,593
)$ 9,614,863
$ (131,335
)
Ordinary Shares
$ 157,348,610



-


-


-


-


-

-

-


-


-


-


-

157,348,610



-


-


-


-


-

-

-


-


-


-


-


-


-

$ 157,348,610

























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

(With Deloitte & Touche audit report dated March 28, 2018)

11

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expense
Amortization expense
Net gain on financial assets and liabilities at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Share of the profit of associates
Gain on disposal of property, plant and equipment
Gain on disposal of intangible assets
Gain on disposal of investments
Impairment loss recognized on financial assets
Impairment loss recognized on nonfinancial assets
Reversal of loss on inventories
Recognition of provisions
Others
Changes in operating assets and liabilities
Financial instruments held for trading
Notes receivable
Notes receivable - related parties
Accounts receivable
Accounts receivable - related parties
Amounts due from customers for construction contracts
Other receivables
Inventories
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties
Amounts due to customers for construction contracts
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income taxes paid

Net cash generated from operating activities
For the Year Ended December 31
2017
2016
$ 23,403,297 $ 21,899,167
34,529,292
35,691,883
346,646
371,594
(382,240)
(38,984)
3,717,893
3,816,641
(290,218)
(317,940)
(586,347)
(574,258)
254,202
581,025
(75,446)
(335,742)
(2,741)
(2,741)
(1,410,097)
(1,288,242)
784,146
699,784
829,398
148,168
(880,774)
(3,970,141)
8,948,686
8,665,856
71,743
80,617
(92,049)
(296,414)
(564,169)
(26,983)
74,491
(126,073)
(2,820,725)
(930,908)
144,252
(50,988)
(928,923)
295,306
(187,347)
38,119
(7,729,846)
(6,612,449)
(492,889)
(61,464)
336,523
296,145
777,216
4,585,809
(499,167)
280,413
1,572,504
(261,446)
1,946,119
2,591,463
(9,237,518)
(7,522,566)
793,500
(166,259)

(80,290
)
(50,764
)
52,269,122
57,407,628

(2,797,644
)
(2,226,223
)

49,471,478

55,181,405
(Continued)
For the Year Ended December 31
2017
2016
$ 23,403,297 $ 21,899,167
34,529,292
35,691,883
346,646
371,594
(382,240)
(38,984)
3,717,893
3,816,641
(290,218)
(317,940)
(586,347)
(574,258)
254,202
581,025
(75,446)
(335,742)
(2,741)
(2,741)
(1,410,097)
(1,288,242)
784,146
699,784
829,398
148,168
(880,774)
(3,970,141)
8,948,686
8,665,856
71,743
80,617
(92,049)
(296,414)
(564,169)
(26,983)
74,491
(126,073)
(2,820,725)
(930,908)
144,252
(50,988)
(928,923)
295,306
(187,347)
38,119
(7,729,846)
(6,612,449)
(492,889)
(61,464)
336,523
296,145
777,216
4,585,809
(499,167)
280,413
1,572,504
(261,446)
1,946,119
2,591,463
(9,237,518)
(7,522,566)
793,500
(166,259)

(80,290
)
(50,764
)
52,269,122
57,407,628

(2,797,644
)
(2,226,223
)

49,471,478

55,181,405
(Continued)



2017
$ 23,403,297
34,529,292
346,646
(382,240)
3,717,893
(290,218)
(586,347)
254,202
(75,446)
(2,741)
(1,410,097)
784,146
829,398
(880,774)
8,948,686
71,743
(92,049)
(564,169)
74,491
(2,820,725)
144,252
(928,923)
(187,347)
(7,729,846)
(492,889)
336,523
777,216
(499,167)
1,572,504
1,946,119
(9,237,518)
793,500

(80,290
)
52,269,122

(2,797,644
)

49,471,478

12

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)


CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets designated as at fair value through profit
or loss
Proceeds from disposal of financial assets designated as at fair value
through profit or loss
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from the capital reduction on available-for-sale financial
assets
Purchases of debt investments with no active market
Proceeds from disposal of debt investments with no active market
Acquisition of held-to-maturity financial assets
Proceeds from disposal of held-to-maturity financial assets
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity
method
Disposal of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Acquisition of investment properties
Decrease (increase) in other financial assets
Decrease in other noncurrent assets
Interest received
Dividends received from associates
Dividends received from others

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings

Increase in short-term bills payable
Decrease in short-term bills payable

Issuance of bonds payable
Repayments of bonds payable
Proceeds from long-term bank borrowings
Repayments of long-term bank borrowings
Increase in long-term bills payable
Decrease in long-term bills payable
Increase (decrease) in other noncurrent liabilities
Dividends paid to owners of the Corporation
Acquisition of the Corporation’s shares by subsidiaries
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2017
$ (4,415,691)
3,188,616
(1,466,827)
2,634,032
23,728
(18,451)
20,000
-
-
(1,226,596)
240,791
13,021
(21,812,961)
336,150
(134,624)
(39,082)
(614,852)
1,888,676
671,269
297,593
660,524

601,667


(19,153,017
)
254,690,716
(255,597,380)
255,688,593
(247,685,111)
-
(5,213,643)
26,710,000
(34,033,111)
7,777,423
(16,790,429)
(20,001)
(13,264,276)
(38,844)
2016
$ (3,263,329)

3,714,862

(2,570,588)

4,266,220

16,840

(24,269)

120,419

(19,480)

77,236

(11,100,850)

178,384

-

(19,618,793)

895,675

(86,735)

(382,402)

(339,112)

(289,219)

392,851

332,908

289,575

558,902

(26,850,905
)

286,529,045
(283,521,183)

501,168,607
(516,177,793)

5,400,000

(4,699,300)

57,902,133

(76,915,897)

179,932,318
(167,766,032)

45,656

(7,815,051)

-
(Continued)

13

Proposals and Discussion

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)


Disposal of the Corporation’s shares by subsidiaries

Interest paid
Decrease in non-controlling interests

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

Reconciliation of the amounts in the consolidated statements of cash
flows with the equivalent items reported in the consolidated balance
sheets as of December 31, 2017 and 2016:
Cash and cash equivalents in the consolidated balance sheets

Bank overdraft

Cash and cash equivalents in the consolidated statements of cash flows
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **








2017
$ 114,019
(3,954,803)

(1,947,069
)

(33,563,916
)

(211,212
)
(3,456,667)

13,340,196

$ 9,883,529

$ 12,856,662

(2,973,133
)
$ 9,883,529
2016
$ -

(4,032,834)

(1,541,573
)

(31,491,904
)

(553,340
)

(3,714,744)

17,054,940
$ 13,340,196
$ 15,467,768

(2,127,572
)
$ 13,340,196

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

(Concluded)

(With Deloitte & Touche audit report dated March 28, 2018)

14

Proposals and Discussion

China Steel Corporation

Standalone Financial Statements for the Years Ended December 31, 2017 and 2016 and Independent Auditors’ Report

15

Proposals and Discussion

INDEPENDENT AUDITORS’ REPORT

China Steel Corporation

Opinion

We have audited the accompanying standalone financial statements of China Steel Corporation (the Corporation), which comprise the standalone balance sheets as of December 31, 2017 and 2016, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other independent auditors (refer to other matter paragraph below), the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Corporation as of December 31, 2017 and 2016, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the Corporation’s standalone financial statements for the year ended December 31, 2017 are stated as follows:

Inventory Valuation

As of December 31, 2017, inventories of the Corporation amounted to NT$48,024,231 thousand, representing 10% of the Corporation’s total assets. Due to the drastic fluctuations in the prices of raw materials and finished goods in steel industry and inventory valuation involved critical accounting estimates, inventory valuation is deemed to be a key audit matter. Refer to Notes 4 and 10 to the Corporation’s financial statements for the related accounting policies and disclosures of inventory valuation.

16

Proposals and Discussion

We focused on inventory valuation and the audit procedures we performed included:

  1. We evaluated the appropriateness of the approach applied to the inventory valuation.

  2. We verified the completeness of inventory included in inventory valuation.

  3. We tested the net realizable value of inventory items on a sample basis, and evaluated the underlying assumptions and supporting documents, re-performed and calculated the appropriateness of net realizable value and the value written-off.

Valuation of Available-For-Sale Financial Assets - Formosa Ha Tinh (Cayman) Limited

As of December 31, 2017, through its subsidiary, China Steel Asia Pacific Holdings Pte Ltd., the Corporation invested in Formosa Ha Tinh (Cayman) Limited the amount of NT$31,471,200 thousand, representing 7% of the Corporation’s total assets. Such investment is unlisted investment. The Corporation hired an appraiser who composed the valuation report used as the basis for determining the fair value of the investment. The appraiser adopted income approach, and used as basis the income data of Formosa Ha Tinh Steel Corporation, a wholly - owned subsidiary of Formosa Ha Tinh (Cayman) Limited. The valuation model involved various assumptions and unobservable inputs, including the future profitability, the estimation of future cash flows, revenue growth rate, and rate of return to Formosa Ha Tinh Steel Corporation. As a result, the fair value of the investment in Formosa Ha Tinh (Cayman) Limited is deemed to be a key audit mather. Refer to Note 4 to the Corporation’s financial statements for the related accounting policies on valuation of financial assets.

The audit procedures we performed included:

  1. We assessed the professional qualifications, competence, objectivity and independence of the appraiser hired by the Corporation.

  2. We discussed with the management the scope of work performed by the independent appraiser, reviewed the contract terms and conditions signed by the Corporation and the appraiser, and we identified no concerns over the appraiser’s objectivity or any restriction imposed on the scope of the work.

  3. We confirmed the valuation method the independent appraiser adopted is complied with IFRSs.

  4. We reviewed the reasonableness of financial forecasts the independent appraiser adopted.

We also consulted our internal valuation experts in the assessment of the appropriateness of the appraisal and in verifying the key assumptions and the reasonableness of key inputs, including weighted average cost of capital and discount rate.

Other Matter

Certain investments accounted for using the equity method in the Corporation’s financial statements as of December 31, 2016 and for the years ended December 31, 2017 and 2016 were based on financial statements audited by other independent auditors. Such investments accounted for using the equity method amounted to NT$34,874,658 thousand, representing 7% of the Corporation’s total assets, as of December 31, 2016, and the share of comprehensive income amounted to loss NT$875,298 thousand and NT$969,122 thousand, representing both 6% of the Corporation’s total comprehensive income, for the years ended December 31, 2017 and 2016.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for

17

Proposals and Discussion

such internal control as management determines is necessary to enable the preparation of the Corporation’s financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

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

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

  1. Identify and assess the risks of material misstatement of the standalone 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. 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 Corporation’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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.

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

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

18

Proposals and Discussion

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 standalone financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lee-Yuan Kuo and Cheng-Hung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 28, 2018

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail. Also, as stated in Note 4 to the financial statements, the additional footnote disclosures that are not required under generally accepted accounting principles were not translated into English.

19

Proposals and Discussion

CHINA STEEL CORPORATION

STANDALONE BALANCE SHEETS (In Thousands of New Taiwan Dollars)

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

Available-for-sale financial assets - current (Notes 4 and 7)
Derivative financial assets for hedging - current (Notes 4 and 8)
Notes receivable (Notes 4 and 9)
Notes receivable - related parties (Notes 4, 9 and 28)
Accounts receivable, net (Notes 4 and 9)
Accounts receivable - related parties (Notes 4, 9 and 28)
Other receivables
Other receivables - loans to related parties (Note 28)
Inventories (Notes 4, 5 and 10)
Other financial assets - current (Notes 4, 13 and 29)
Other current assets

Total current assets

NONCURRENT ASSETS
Available-for-sale financial assets - noncurrent (Notes 4, 5 and
7)
Derivative financial assets for hedging - noncurrent (Notes 4 and
8)
Debt investments with no active market - noncurrent (Notes 4 and
11)
Investments accounted for using equity method (Notes 4 and 12)

Property, plant and equipment (Notes 4, 14 and 28)

Investment properties (Notes 4 and 15)
Intangible assets
Deferred tax assets ( Notes 4 and 24)
Refundable deposits (Note 4)
Other financial assets - noncurrent (Notes 4 and 13)

Total noncurrent assets
December 31, 2017
Amount
%
$ 2,923,910
1
111,603
-
44,469
-
681,901
-
223,073
-
2,246,631
1
2,526,127
1
805,299
-
7,356,950
2
48,024,231
10
6,869,408
1

1,889,815

-


73,703,417

16

16,418,690
3
12,583
-
1,761,421
-
207,523,641
44
162,042,223
34
7,129,792
2
44,810
-
3,371,609
1
100,092
-

319,234

-

398,724,095

84
December 31, 2016
Amount
%
$ 2,477,746
1

780,716
-

32,094
-

472,193
-

324,457
-

1,257,657
-

1,815,399
-

1,139,592
-

7,211,809
2

42,506,461
9

6,622,457
2

818,410

-


65,458,991

14


15,551,376
3

2,142
-

1,837,425
-
208,545,541
44
167,632,162
36

7,127,220
2

54,785
-

2,936,474
1

55,688
-

1,073,565

-

404,816,378

86





























TOTAL $ 472,427,512 100 $ 470,275,369 100

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings and bank overdraft (Notes 16, 28 and 29)

Short-term bills payable (Note 16)
Derivative financial liabilities for hedging - current (Notes 4
and 8)
Accounts payable
Accounts payable - related parties (Note 28)
Other payables (Notes 18 and 28)
Current tax liabilities (Note 24)
Provisions - current (Notes 4 and 19)
Current portion of bonds payable (Note 17)
Current portion of long-term bank borrowings (Note 16)
Other current liabilities

Total current liabilities

NONCURRENT LIABILITIES
Derivative financial liabilities for hedging - noncurrent (Notes
4 and 8)
Bonds payable (Note 17)
Long-term bank borrowings (Note 16)
Long-term bills payable (Note 16)
Deferred tax liabilities (Notes 4 and 24)
Net defined benefit liabilities (Notes 4 and 20)
Other noncurrent liabilities

Total noncurrent liabilities

Total liabilities

EQUITY (Notes 4 and 21)
Share capital
Ordinary shares

Preference shares

Total share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Treasury shares

Total equity

TOTAL
December 31, 2017
Amount
%
$ 10,722,766
2
6,296,753
1
20,674
-
4,145,456
1
1,813,858
-
16,253,268
3
2,103,954
1
2,239,559
1
7,698,974
2
9,860,615
2

3,910,313

1


65,066,190

14

8,112
-
59,967,190
13
20,653,020
5
5,899,102
1
10,715,281
2
6,048,974
1

59,580

-

103,351,259

22

168,417,449

36

157,348,610
33

382,680

-

157,731,290

33


38,211,082

8

61,538,216
13
27,655,869
6

20,033,060

4

109,227,145

23


7,372,935

2


(8,532,389
)

(2
)
304,010,063

64

$ 472,427,512
100
December 31, 2016















































Amount
%
$ 8,851,509
2

-
-

8,965
-

4,142,060
1

969,388
-

14,929,164
3

1,529,584
-

2,404,802
1

5,199,253
1

4,195,825
1

3,325,849

1

45,556,399

10

6,904
-

67,657,491
15

32,950,349
7

5,899,355
1

10,799,579
2

4,785,826
1

59,580

-
122,159,084

26
167,715,483

36
157,348,610
33

382,680

-
157,731,290

33

37,807,466

8

59,934,379
13

29,786,846
6

17,196,041

4
106,917,266

23

8,680,706

2

(8,576,842
)

(2
)
302,559,886

64
$ 470,275,369
100

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

(With Deloitte & Touche audit report dated March 28, 2018)

20

Proposals and Discussion

CHINA STEEL CORPORATION

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

OPERATING REVENUES (Notes 4, 22 and 28)

OPERATING COSTS (Notes 10 and 28)

GROSS PROFIT
REALIZED (UNREALIZED) GAIN ON
TRANSACTIONS WITH SUBSIDIARIES AND
ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 23 and 28)
Other gains and losses (Notes 23 and 28)
Finance costs (Notes 23 and 28)
Share of profit of subsidiaries and associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 4, 20, 21 and 24)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
Amount
%
$ 207,098,630 100

187,568,805
90

19,529,825 10

147,162

-


19,676,987
10

2,836,946
1
3,544,812
2

1,720,185

1


8,101,943

4


11,575,044

6

1,383,476
1
268,918
-
(1,919,054) (1)

7,212,280

3


6,945,620

3

18,520,664
9

1,615,076

1


16,905,588

8

(1,179,124)
-
2016




























Amount
%
$ 168,927,075 100

147,174,784
87

21,752,291 13

(384,546
) (1
)

21,367,745
12

2,725,816
2

3,716,730
2

1,844,055

1

8,286,601

5

13,081,144

7

1,322,937
1

(34,229)
-

(1,990,052) (1)

5,653,411

3

4,952,067

3

18,033,211 10

1,994,842

1

16,038,369

9

(657,109)
-
(Continued)

21

Proposals and Discussion

CHINA STEEL CORPORATION

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

Share of the other comprehensive income of
subsidiaries and associates

Income tax benefit relating to items that will not
be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
Unrealized gain and losses on available-for-sale
financial assets
The effective portion of gains and losses on
hedging instruments in a cash flow hedge
Share of the other comprehensive income of
subsidiaries and associates
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 25)
Basic

Diluted
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2017
Amount
%
$ (188,829)
-
200,451
-
(1,726,614) (1)
895,527
-
(30,552)
-
(451,326)
-

5,194

-


(2,475,273
) (1
)
$ 14,430,315

7

$ 1.09


$ 1.09

2016















Amount
%
$ (298,416)
-

111,708
-

(867,506) (1)

2,933,162
2

(69,360)
-

(1,251,789) (1)

11,791

-

(87,519
)
-
$ 15,950,850

9
$ 1.04

$ 1.03

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

(With Deloitte & Touche audit report dated March 28, 2018)

(Concluded)

22

Proposals and Discussion

CHINA STEEL CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)


BALANCE AT JANUARY 1, 2016

Appropriation of 2015 earnings (Note 21)
Legal reserve

Special reserve

Cash dividends to ordinary shareholders - NT$0.5 per share

Cash dividends to preference shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2016
Other comprehensive income (loss) for the year ended December 31, 2016,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2016
Adjustment to capital surplus arising from dividends paid to subsidiaries

Adjustment from changes in equity of subsidiaries and associates

BALANCE AT DECEMBER 31, 2016

Appropriation of 2016 earnings (Note 21)
Legal reserve

Reversal of special reserve

Cash dividends to ordinary shareholders - NT$0.85 per share

Cash dividends to preference shareholders - NT$1.4 per share

Reversal of special reserve

Net profit for the year ended December 31, 2017
Other comprehensive income (loss) for the year ended December 31, 2017,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2017
Purchase of the Corporation's shares by subsidiaries

Disposal of the Corporation's shares held by subsidiaries

Adjustment to capital surplus arising from dividends paid to subsidiaries

Adjustment from changes in equity of subsidiaries and associates

BALANCE AT DECEMBER 31, 2017
ShareCapital
Preference
Ordinary Shares
Shares
Capital Surplus
$ 157,348,610
$ 382,680
$ 37,612,027


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


-

-

159,065


-

-

36,374

157,348,610

382,680

37,807,466


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


-

-

-


-

-

28,066


-

-

267,245


-

-

108,305

$ 157,348,610
$ 382,680
$ 38,211,082
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 59,173,907
$ 27,132,983
$ 13,323,848


760,472

-

(760,472
)

-

2,654,116

(2,654,116
)

-

-

(7,867,430
)

-

-

(53,575
)

-

(253
)
253

-
-
16,038,369

-

-

(843,817
)

-

-

15,194,552


-

-

-


-

-

12,981


59,934,379

29,786,846

17,196,041


1,603,837

-

(1,603,837
)

-

(2,130,614
)
2,130,614


-

-

(13,374,632
)

-

-

(53,575
)

-

(363
)
363

-
-
16,905,588

-

-

(1,167,502
)

-

-

15,738,086


-

-

-


-

-

-


-

-

-


-

-

-

$ 61,538,216
$ 27,655,869
$ 20,033,060
Other Equity Total Other
Equity
Treasury Shares
$ 7,924,408
$ (8,577,644
)

-

-


-

-


-

-


-

-


-

-

-
-

756,298

-


756,298

-


-

-


-

802


8,680,706

(8,576,842
)

-

-


-

-


-

-


-

-


-

-

-
-

(1,307,771
)
-


(1,307,771
)
-


-

(19,595
)

-

64,048


-

-


-

-

$ 7,372,935
$ (8,532,389
)
Total Equity
$ 294,320,819

-

-

(7,867,430
)

(53,575
)

-
16,038,369

(87,519
)

15,950,850

159,065

50,157
302,559,886

-

-

(13,374,632
)

(53,575
)

-
16,905,588

(2,475,273
)

14,430,315

(19,595
)

92,114

267,245

108,305
$ 304,010,063























Exchange
Unrealized
The Effective
Portion of Gains
and Losses
Differences on
Gains and Losses
on Hedging
Translating
on Available-
Instruments in a
Foreign
for-sale
Cash Flow
Operations
Financial Assets
Hedge
$ 1,198,796
$ 6,573,348
$ 152,264


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

(1,230,844
)
2,077,225

(90,083
)

(1,230,844
)
2,077,225

(90,083
)

-

-

-


-

-

-


(32,048
)
8,650,573

62,181


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-

-
-
-

(2,078,545
)
964,290

(193,516
)

(2,078,545
)
964,290

(193,516
)

-

-

-


-

-

-


-

-

-


-

-

-

$ (2,110,593
)$ 9,614,863
$ (131,335
)
Ordinary Shares
$ 157,348,610


-


-


-


-


-

-

-


-


-


-

157,348,610


-


-


-


-


-

-

-


-


-


-


-


-

$ 157,348,610























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

(With Deloitte & Touche audit report dated March 28, 2018)

23

Proposals and Discussion

CHINA STEEL CORPORATION

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation
Amortization
Finance costs
Interest income
Dividend income
Share of profit of subsidiaries and associates
Loss on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss recognized on financial assets
Impairment loss recognized on nonfinancial assets
Reversal of loss on inventories
Unrealized (realized) gain on the transactions with subsidiaries and
associates
Recognition of provisions
Others
Changes in operating assets and liabilities
Notes receivable
Notes receivable - related parties
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities
Other noncurrent liabilities

Cash generated from operations
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from the capital reduction on available-for-sale financial
assets
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2017
$ 18,520,664
17,394,877
9,975
1,919,054
(146,636)
(335,909)
(7,212,280)
9,721
(771,464)
532,792
40,311
(551,871)
(147,162)
7,190,968
49,800
(209,708)
101,384
(988,974)
(710,728)
321,472
(4,988,766)
(1,071,405)
3,396
844,470
1,377,976
(7,356,211)
584,464
84,024

-

24,494,234

(1,355,517
)

23,138,717

-
841,250
1,284
2016
$ 18,033,211

18,409,717

10,951

1,990,052

(124,145)

(350,156)

(5,653,411)

21,862

(603,519)

488,299

-

(2,919,280)

384,546

7,252,605

4,461

(28,817)

(126,058)

(354,531)

(1,128,653)

(516,076)

(1,913,314)

170,378

2,084,866

611,935

2,647,544

(6,547,481)

382,509

71,415
340

32,299,250
(821,131
)
31,478,119

(193,268)

649,443

2,267
(Continued)

24

Proposals and Discussion

CHINA STEEL CORPORATION

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Proceeds from the capital reduction on investment accounted for using
equity method
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Increase in other receivables - loans to related parties
Decrease (increase) in other financial assets
Interest received
Dividends received from subsidiaries and associates
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Increase in share-term bills payable

Decrease in short-term bills payable

Proceeds from long-term bills payable
Repayments of bonds payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Dividends paid
Interest paid

Net cash used in financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

Reconciliation of the amounts in the standalone statements of cash flows
with the equivalent items reported in the standalone balance sheets as
of December 31, 2017 and 2016:
Cash and cash equivalents in the standalone balance sheets

Bank overdraft

Cash and cash equivalents in the standalone statements of cash flows
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31











2017
$ -
(779,498)
(11,701,039)
419
(44,404)
(145,141)
466,929
144,903
4,963,105

350,463


(5,901,729
)
17,971,900
(16,590,000)
122,646,753
(116,350,000)
-
(5,200,000)
-
(4,242,113)
(13,428,207)

(2,088,514
)

(17,280,181
)
(43,193)

872,415

$ 829,222

$ 2,923,910

(2,094,688
)
$ 829,222
2016
$ 999,968

(11,426,350)

(10,152,877)

-

(11,605)

(1,321,809)

(941,687)

124,587

4,993,852
335,602
(16,941,877
)

15,500,000

(16,725,401)
142,052,986
(154,900,000)

5,899,355

(4,650,000)

14,817,064

(10,139,862)

(7,911,996)
(2,129,360
)
(18,187,214
)

(3,650,972)
4,523,387
$ 872,415
$ 2,477,746
(1,605,331
)
$ 872,415

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

(With Deloitte & Touche audit report dated March 28, 2018)

(Concluded)

25

Proposals and Discussion

2. Proposed by the board of directors

Proposal:

Adoption of the Proposal for Distribution of 2017 Profits

Explanatory Note:

  • (1) The Company’s earnings distribution, as shown below, is proposed in accordance with the provisions in Article 6 of the Articles of Incorporation of the Company:
Undistributed earnings from previous years
Reverse of special reserve: disposal of fixed
assets
Actuarial gains(losses) from defined benefit
pension plans (included in retained earnings)
Effects resulting from changes in long-term equity
investment
Add: After-tax earnings of 2017 (A)
Deduct: Legal reserve = (A) *10%
Deduct: Reverse of special reserve to
undistributed earnings
Subtotal of distributable earnings
Distributable Items:
Dividends for preferred shares
(53,575,199.00)
Dividends for common shares
(13,846,677,677.00)
Subtotal of distributable items
Undistributed earnings
NT$ 4,294,612,445.81
362,213.00
(978,672,808.00)
(188,829,023.00)
16,905,588,134.86
(1,690,558,813.00)
5,992,689.00
18,348,494,838.67

(13,900,252,876.00)
NT$4,448,241,962.67
  • (2) The proposed dividend appropriation for preferred shares totaled NT$1.4 per share in cash. The proposed dividend appropriation for common shares totaled NT$0.88 per share in cash.

  • (3) Upon approval of this earnings appropriation plan by resolution of the meeting of shareholders, Chairman of the Board will be authorized to set the record date for cash dividend distribution. When distributing cash dividends, the total amount paid to each shareholder shall be in whole NT dollars and any fractional amount less than a NT dollar shall be rounded up to the next NT dollar. The resulting difference shall be recognized as a Company expense.

Resolution:

26

Proposals and Discussion

3. Proposed by the board of directors

Proposal:

Amendments to Articles of Incorporation

Explanatory Note:

  1. 5 amendments to Articles of Incorporation of the Company are proposed:

  2. (1) As the audit committee has been set up, the Company proposed to delete the wording of Supervisor(s) in Paragraph 1 of Article 6.

  3. (2) For the avoidance of doubt, the Company proposed to merge Paragraph 5 into Paragraph 4 of Article 25 and amend the wording.

  4. (3) In compliance with Answer 11 of “FAQ of Corporate Governance Regulations Governing Procedure for Board of Directors Meetings”, the Company proposed to amend the wording of Subparagraph 4 of Article 30. In addition, the Company proposed to merge Subparagraph 7 into Subparagraph 5, amend the wording of Subparagraph 5 and move the original Subparagraph 8 to Subparagraph 18 forward to Subparagraph 7 to Subparagraph 17.

  5. (4) As the audit committee has been set up, the Company proposed to amend the wording of Article 30-1.

  6. (5) Amendment to Article 42 is to revise the date of amendment and cardinal number.

  7. A comparison table of drafted clause and the clause in force is attached.

Resolution:

27

Proposals and Discussion

Attachment 2

Comparison Table of Drafted Amendments to Articles of Incorporation of China Steel Corporation

Corporation
Revised clause Clause in force Explanation
Article 6
If there is profit in any given fiscal
year, the Company shall set aside
no
less
than
0.1%
as
the
remuneration in stock or cash for
employees, and no more than
0.15% as the remuneration for
Directors under the resolution of
the Meeting of the Board of
Directors and shall be reported in
the
shareholders’
meeting.
Nevertheless, accumulated losses
shall be offset in advance.
(Omitted)
Article 6
If there is profit in any given fiscal
year, the Company shall set aside
no
less
than
0.1%
as
the
remuneration in stock or cash for
employees, and no more than
0.15% as the remuneration for
Directorsand Supervisors
under
the resolution of the Meeting of the
Board of Directors and shall be
reported
in
the
shareholders’
meeting.
Nevertheless,
accumulated losses shall be offset
in advance.
(Omitted)
To
delete
the
wording
of
Supervisor(s)
in
Paragraph 1 as the
audit
committee
has been set up.
Article 25
(Omitted)
When convening a Board meeting,
members of the Board of Directors
shall be notified of the date,
location, agenda of the meeting
and sufficient meeting materials
seven days in advance. In the event
of an emergency, such a meeting
may be convened at any time.
The notice set forth in the
preceding
paragraph
may
be
effected by means of writing or
electronic transmission. In the
event of an emergency, such a
meeting may be notified by any
other appropriate means. Any
member of the Board of Directors
may declare a waiver of the notice
in writing.
Article 25
(Omitted)
When convening a Board meeting,
members of the Board of Directors
shall be notified of the date,
location, agenda of the meeting
and sufficient meeting materials
seven days in advance. In the event
of an emergency, such a meeting
may be convened at any time.
The notice set forth in the
preceding
paragraph
may
be
effected by means of writing or
electronic transmission. In the
event of an emergency, such a
meeting may be notified by any
other appropriate means.
Any member of the Board of
Directors may declare a waiver of
the noticein the preceding 2
paragraphs
in writingprior or
subsequent to a meeting
.
To
merge
Paragraph 5 into
Paragraph 4 and
amend the wording
for the avoidance
of doubt.

28

Proposals and Discussion

Article 30
The powers of the Board of
Directors are listed as follows:
(Omitted)
(4) To review and approve the
annual directives and operational
budgets
;
(5) To review and approve the
annual
Business
Report
and
Financial Reports
;
(6) To review and approve the
project-type capital expenditure
budget;
(Deleted)
(7)
To appropriate the earnings or
make up the loss;
(8)
To approve the borrowing
money from domestic or foreign
loans of which the amount and
term are over the delegated power
of the Board of Directors;
(9)
To approve the offering,
issuance or private placement of
any equity-type securities as well
as the issuance of non equity-type
corporate bonds;
(10)
To adopt or amend the
handling procedures for financial
or operational actions of material
significance, such as acquisition or
disposal of assets,
derivatives
trading, extension of monetary
loans to others, and endorsements
8 or guarantees for others, and the
internal control system as well as
to
approve
other
important
by-laws;
(11)
To approve the primary rights
and
obligation
of
important
agreements;
(12)
To approve the appointment
or discharge of Vice President and
higher position, and financial,
accounting
and
internal
audit
officers;
(13)
To approve the standards of
Article 30
The powers of the Board of
Directors are listed as follows:
(Omitted)
(4) To review and approve thelong
term, midterm and annual plans
;
(5) To review and approve the
annualoperational budgets and the
final audits
;
(6) To review and approve the
project-type capital expenditure
budget;
(7) To review and approve the
annual financial reports;
(8)
To appropriate the earnings or
make up the loss;
(9)
To approve the borrowing
money from domestic or foreign
loans of which the amount and
term are over the delegated power
of the Board of Directors;
(10)
To approve the offering,
issuance or private placement of
any equity-type securities as well
as the issuance of non equity-type
corporate bonds;
(11)
To adopt or amend the
handling procedures for financial
or operational actions of material
significance, such as acquisition or
disposal of assets,
derivatives
trading, extension of monetary
loans to others, and endorsements
8 or guarantees for others, and the
internal control system as well as
to
approve
other
important
by-laws;
(12)
To approve the primary rights
and
obligation
of
important
agreements;
(13)
To approve the appointment
or discharge of Vice President and
higher position, and financial,
accounting
and
internal
audit
officers;
(14)
To approve the standards of
1. To amend the
wording
of
Subparagraph 4 of
Article
30
in
compliance
with
Answer
11
of
“FAQ of Corporate
Governance

Regulations
Governing
Procedure
for
Board of Directors
Meetings”.
2. To merge the
original
Subparagraph
7
into Subparagraph
5 and amend the
wording.
3. To move the
original
Subparagraph 8 to
Subparagraph
18
forward
to
Subparagraph 7 to
Subparagraph 17.

29

Proposals and Discussion

salary for employees;
(14)
To approve investments and
other equity interests;
(15)
To approve endorsement and
guaranty within the Company’s
operation
procedure
of
endorsement and guaranty;
(16)
To approve loaning of funds
to
other
parties
within
the
Company’s procedures for loaning
of funds to other parties; and
(17)
To review and approve the
authorities which are empowered
by otherstatutes.
salary for employees;
(15)
To approve investments and
other equity interests;
(16)
To approve endorsement and
guaranty within the Company’s
operation
procedure
of
endorsement and guaranty;
(17)
To approve loaning of funds
to
other
parties
within
the
Company’s procedures for loaning
of funds to other parties; and
(18)
To review and approve the
authorities which are empowered
by otherstatutes.
Article 30-1
The company shall establish an
audit committee in accordance
with Article 14-4 of the Securities
and Exchange Act. The audit
committee shall be composed of
the entire number of independent
directors. It shall not be fewer than
three persons in number, one of
whom shall be convener, and at
least one of whom shall have
accounting or financial expertise.
Other matters not mentioned in
Article
shall
be
handled
in
accordance with Company Act,
Securities Exchange Act, other
relevant laws or regulations, and
procedures of the Company.
The
provisions
regarding
the
power
of
supervisors
in
the
Securities and Exchange Act, the
Company Act,and
other laws and
regulations shall apply to the audit
committee, except the provisions
listed in Paragraph 4 of Article
14-4
of
the
Securities
and
Exchange Act. A resolution of the
audit committee shall have the
concurrence of one-half or more of
all members; the convener of audit
committee shall externallyon
Article 30-1
Starting from the 16th term of
board of directors,
the company
shall establish an audit committee
in accordance with Article 14-4 of
the Securities and Exchange Act.
The audit committee shall be
composed of the entire number of
independent directors. It shall not
be fewer than three persons in
number, one of whom shall be
convener, and at least one of whom
shall have accounting or financial
expertise.
Other
matters
not
mentioned in Article shall be
handled
in
accordance
with
Company Act, Securities Exchange
Act,
other
relevant
laws
or
regulations, and procedures of the
Company.
After the company established an
audit committee,
the provisions
regarding the power of supervisors
in the Securities and Exchange
Act, the Company Act, other laws
and regulations,and this Articles
of Incorporation
shall apply to the
audit
committee,
except
the
provisions listed in Paragraph 4 of
Article 14-4 of the Securities and
Exchange Act. A resolution of the
audit committee shall have the
concurrence of one-half or more of
To
amend
the
wording
as
the
audit
committee
has been set up.

30

Proposals and Discussion

behalf of the committee. all members; the convener of audit
committee shall externally on
behalf of the committee.
Article 42
This Articles of Incorporation are
agreed and signed on Nov. 2, 1971,
firstly amended on Dec. 28, 1973,
(Omitted), forty-fourthly amended
on
June
23rd,
2016,
and
forty-fifthly amended on June 21st,
2018.
Article 42
This Articles of Incorporation are
agreed and signed on Nov. 2, 1971,
firstly amended on Dec. 28, 1973,
(Omitted),
and
forty-fourthly
amended on June 23rd, 2016.
To revise the date
of amendment and
cardinal number.

31

Proposals and Discussion

4. Proposed by the board of directors

Proposal:

Amendments to Procedures for Acquisition or Disposal of Assets

Explanatory Note:

  1. Amendments are made in compliance with the “FAQ of Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by Securities and Futures Bureau, regulations of the order no.

  2. Financial-Supervisory-Securities-Corporate-1050044504 and practical needs.

  3. A comparison table of drafted clause and the clause in force is attached.

Resolution:

32

Proposals and Discussion

Attachment 3

Comparison Table of Drafted Amendments to Procedures for Acquisition or Disposal of Assets of China Steel Corporation

Revised clause Clause in force Explanation
Article 9
The
Company
acquiring
or
disposing of securities shall, before
the date of occurrence of the event,
obtain the most recent financial
statement
from
the
issuing
company, audited and attested by a
certified public accountant, for
reference
in
appraising
the
transaction price. In any of the
following circumstances where the
transaction
amount
reaches
NT$300 million or more, the
Company shall engage a certified
public accountant to render an
opinion on the reasonableness of
the transaction price before the
date of occurrence of the event. If
the certified public accountant
needs to use the report of an expert
as evidence, he shall do so in
accordance with the provisions of
Statement of Auditing Standards
No. 20 published by the ARDF.
However, securities with quoted
prices in an active market or
covered by other regulations of the
FSC are not subject to this
restriction.
Exceptions
in
the
preceding
paragraph refer to the following:
1. Securities acquired by means of
cash subscriptions when
establishing a company by
founders or by offering public
sharesin accordance with the
Company Act, with the further
requirement that the rights
represented by the acquired
securities be commensurate with
the proportion of capital
Article 9
The
Company
acquiring
or
disposing of securities shall, before
the date of occurrence of the event,
obtain the most recent financial
statement
from
the
issuing
company, audited and attested by a
certified public accountant, for
reference
in
appraising
the
transaction price. In any of the
following circumstances where the
transaction
amount
reaches
NT$300 million or more, the
Company shall engage a certified
public accountant to render an
opinion on the reasonableness of
the transaction price before the
date of occurrence of the event. If
the certified public accountant
needs to use the report of an expert
as evidence, he shall do so in
accordance with the provisions of
Statement of Auditing Standards
No. 20 published by the ARDF.
However, securities with quoted
prices in an active market or
covered by other regulations of the
FSC are not subject to this
restriction.
Exceptions
in
the
preceding
paragraph refer to the following:
1. Securities acquired by means of
cash subscriptions when
establishing a company by
founders or by offering public
shares.
1. Amendments are
made
in
compliance
with
the
“FAQ
of
Regulations
Governing
the
Acquisition
and
Disposal of Assets
by
Public
Companies” issued
by Securities and
Futures Bureau and
regulations of the
order
no.
Financial-
Supervisory-
Securities-
Corporate-
1050044504.
2.
To
merge
Subparagraph
10
into Subparagraph
9.

33

Proposals and Discussion

contributed.

  1. Acquisition of securities issued by the object company based on par value in order to increase cash capital by relevant laws.

  2. Acquisition of securities issued by wholly-owned subsidiary for the purpose of increasing cash capital.

  3. Listed, traded and emerging securities traded in stock exchanges or by brokers.

  4. Government bonds, or bonds traded with repurchase or resell agreements.

  5. Onshore or offshore publicly offered funds.

  6. Listed(or over-the-counter) stocks acquired or disposed in accordance with rules promulgated by a stock exchange or securities market for tender offer or auction of listed(or over-the-counter) stocks.

  7. Acquisition of securities issued by the object company based on par value in order to increase cash capital by relevant laws.

  8. Acquisition of securities issued by wholly-owned subsidiary for the purpose of increasing cash capital.

  9. Listed, traded and emerging securities traded in stock exchanges or by brokers.

  10. Government bonds, or bonds traded with repurchase or resell agreements.

  11. Domestic and overseas funds.

  12. Listed(or over-the-counter) stocks acquired or disposed in accordance with rules promulgated by a stock exchange or securities market for tender offer or auction of listed(or over-the-counter) stocks.

  13. Participation in subscription to 8. Participation in subscription to shares issued by a public shares issued by a public company for a cash capital company for a cash capital increase or domestic increase, where the securities subscription to corporate bonds acquired are not privately placed (including financial debentures), securities. where the securities acquired are not privately placed securities. 9. Subscription to domestic 9. Subscription to domestic privately placed fund prior to the privately placed fund prior to the establishment of the funds in establishment of the funds in accordance with Paragraph 1, accordance with Paragraph 1, Article 11 of the Securities Article 11 of the Securities Investment Trust and Consulting Investment Trust and Consulting Act, or subscription to or Act and the order numbered redemption of a domestic Chin Cheng Four Tzu No. privately placed fund, provided 0930005249 issued by the FSC that the trust agreement for the on November 1, 2004.

34

Proposals and Discussion

10.
fund specifies an investment
strategy in which, aside from
securities margin transactions
and open positions held in
securities-related products, the
investment scope of the
remaining portion is the same as
that of a publicly offered fund.
(Deleted)
Other situations regulated by the
FSC.
10.For
the
subscription
or
redemption
of
domestic
privately placed funds, if the
investment strategy has already
been indicated in the trust
contract, except for securities on
credit
and
securities
of
uncovered
interest
arbitrage
related product positions being
held, the remainder will be
within
the
same
range
of
investment
as
for
publicly
offered funds.
11.
Other situations regulated by the
FSC.
11.
Article 17
The Company shall take the
following principles and strategies
for risk management and auditing
matters
when
engaging
in
derivatives trading:
1. Trading principles and
strategies:
(Omitted)
(5) Total value of contracts
and the maximum loss limit:
A. The total value of foreign
exchange forward and currency
swap contracts must be limited to
the
estimated
net
foreign
exchange
position
generated
from operations at the time of
conducting the contract, while
the
total
value
of
foreign
exchange forward and currency
Article 17
The Company shall take the
following principles and strategies
for risk management and auditing
matters
when
engaging
in
derivatives trading:
1. Trading principles and
strategies:
(Omitted)
(5) Total value of contracts
and the maximum loss limit:
A. The total value of foreign
exchange forward and currency
swap contracts must be limited to
the net position of estimated
trades
of
the
Company
in
long-term and short-term foreign
exchange
.
The total value of interest rate
swapcontracts must be limited to
Derivatives trading
engaged
by
the
Company
is
limited to hedging
purpose.
The
amendment
is
made to revise the
limit to total value
of
foreign
exchange forward
and currency swap
contracts and add
the regulation on
hedge
against
capital expenditure
and investments in
compliance
with
practical needs.

35

Proposals and Discussion

swap contracts conducted to
hedge against capital expenditure
and investments must be limited
to the total value of the hedged
items.
The total value of interest rate
swap contracts must be limited to
the total value of long-term debt
of the Company.
B. When engaging in derivatives
trading, the maximum losses for
all contracts or for individual
contract must not exceed 20% of
the value of all contracts or of
individual contract.
2. Risk management measures:
(Omitted)
the total value of long-term debt
of the Company.
B. When engaging in derivatives
trading, the maximum losses for
all contracts or for individual
contract must not exceed 20% of
the value of all contracts or of
individual contract.
2. Risk management measures:
(Omitted)

36

Proposals and Discussion

5. Proposed by the board of directors

Proposal:

Proposal to release the prohibition on Chairman, Mr. Chao-Tung, Wong from holding the position of Director of Taiwan High Speed Rail Corporation.

Explanatory note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act : A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Chao-Tung, Wong is holding the following position:

Invested Company Concurrent Post Business Relationship
withCSC
Taiwan High Speed Rail
Corporation
Director Machinery installation
  • (3) Although the Company is related to Taiwan High Speed Rail Corporation in part of its business, products and services provided by the two companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Chao-Tung, Wong’s serving in the board of Taiwan High Speed Rail Corporation by participating in important operating decisions and monitor the execution of business strategies.

Resolution:

37

Proposals and Discussion

6. Proposed by the board of directors

Proposal:

Proposal to release the prohibition on Director, Mr. Horng-Nan, Lin from holding the position of Director of China Ecotek Corporation, Formosa Ha Tinh (Cayman) Limited and Formosa Ha Tinh Steel Corporation.

Explanatory note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act : A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Horng-Nan, Lin is holding the following position:

Invested Company Concurrent Post Business Relationship
withCSC
China Ecotek Corporation Director Engineering of environmental
protection and steel
construction
Formosa Ha Tinh (Cayman)
Limited
Director The holding company of
Formosa Ha Tinh Steel
Corporation, an integrated
steel mill
Formosa Ha Tinh Steel
Corporation
Director Integrated steel mill
  • (3) Although the Company is related to the aforesaid three companies in part of its business, products and services provided by these companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Horng-Nan, Lin’s serving in the board of these three companies by participating in important operating decisions and monitor the execution of business strategies.

Resolution:

38

Proposals and Discussion

7. Proposed by the board of directors

Proposal:

Proposal to release the prohibition on Director, Mr. Shyi-Chin, Wang from holding the position of Director of Changzhou China Steel Precision Materials Co., Ltd.

Explanatory note:

  • (1) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act : A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Mr. Shyi-Chin, Wang is holding the following positions:

Invested Company Concurrent Post Business Relationship
withCSC
Changzhou China Steel
Precision Materials Co., Ltd.
Director Iron and steel rolling, drawing,
and extruding
  • (3) Although the Company is related to Changzhou China Steel Precision Materials Co., Ltd. in part of its business, products and services provided by the two companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Shyi-Chin, Wang’s serving in the board of Changzhou China Steel Precision Materials Co., Ltd. by participating in important operating decisions and monitor the execution of business strategies.

Resolution:

39

Proposals and Discussion

8. Proposed by the board of directors

Proposal:

Proposal to release the prohibition on Director, Mr. Yi-Lang, Lin from holding the position of Director of China Steel Machinery Corporation and Senergy Wind Power Co Ltd.

Explanatory note:

  • (4) The agenda is proposed in compliance with Paragraph 1, Article 209 of the Company Act : A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (5) Mr. Yi-Lang, Lin is holding the following position:

Invested Company Concurrent
Post
Business Relationship
withCSC
China Steel Machinery
Corporation
Director Steel casting;
Iron and steel rolling, drawing, and
extruding;
Metal heat treating;
Metal surface treating;
Machinery
and
equipment
manufacturing;
Electric
power
supply,
electric
transmission and power distribution
machinerymanufacturing
Senergy Wind Power
Co Ltd.
Director Machinery
and
equipment
manufacturing;
Electric power supply, electric
transmission and power distribution
Machinery manufacturing;
Machineryinstallation construction
  • (6) Although the Company is related to the aforesaid two companies in part of its business, products and services provided by these companies belong to different market segments. The Company may thereby protect its investment rights and benefit from Mr. Yi-Lang, Lin’s serving in the board of these two companies by participating in important operating decisions and monitor the execution of business strategies.

Resolution:

40