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CSCC Annual Report 2017

Jul 24, 2017

51903_rns_2017-07-24_2e546718-60c7-4a3f-809b-3029b8e1acf5.pdf

Annual Report

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China Steel Chemical Corporation

Handbook for the 2017 Annual Meeting of Shareholders

Time and Date: June 15, 2017

(Thursday) 09:00 am

Location: Conference Room 1607

16 F., No.88, Chenggong 2[nd] Rd., Qianzhen Dist., Kaohsiung City

Contents

Contents
Page
I. Procedure of Shareholders’ Meeting 1
II. Agenda of Shareholders’ Meeting 2
A. Management Presentation 4
B. Proposals 7
C. Other Matters and Motions 26
III. Shareholding Statement of Current
Directors and Supervisors of the Company 28
IV. Dividend Policy of the Company 30
V. The Impact of Stock Dividend Issuance on
Business Performance, EPS, and
Shareholder Return Rate of the Company 32

China Steel Chemical Corporation Procedure of 2017 Shareholders’ Meeting

  • A. Call the Meeting to Order

  • B. Chairman Remarks

  • C. Management Presentation

  • D. Proposals

  • E. Other Proposals and Motions

  • F. Adjournment

1

China Steel Chemical Corporation

Agenda of 2017 Shareholders’ Meeting

  • A. Time and Date: June 15, 2017 (Thursday) 09:00

  • B. Location: Conference Room, 16 F., No.88, Chenggong 2[nd] Rd., Qianzhen Dist.,

  • Kaohsiung City

  • C. Chairman Remarks:

  • D. Management Presentation:

    • (1) To report the business of 2016

    • (2) Supervisors' report on examination of 2016 audited financial statements

    • (3) To report 2016 employees' profit sharing bonus and directors'

      • compensation

  • E. Proposals:

Proposal 1: 2016 business report and financial statements

Proposal 2: 2016 earnings distribution

  • F. Other Proposals and Motions:

  • G. Adjournment

2

Management Presentation

  • (A) 2016 business and financial reports of the Company (Please refer to P.11 to P.22 of this Handbook)

  • (B) Supervisors’ Review Report on 2016 Financial Statements (Please refer to P.5 of this Handbook)

  • (C) 2016 remuneration distribution to employees and directors and supervisors

  • In accordance with amended Article 26 of Articles of Incorporation “If the Company has profits in the fiscal year, the board of Directors shall decide to distribute no less than 0.1% of the profits as the remuneration to employees and no higher than 1% of the profits as the remuneration to directors and supervisors. The target of remuneration distribution to employees includes employees of subordinate companies who meet certain criteria. However, if accumulated losses still remain, the Company shall retain the subsidization amount in advance before distributing remuneration to employees and directors and supervisors in accordance with the ratio prescribed in previous paragraph.”

  • The Company’s 2016 income before tax without deducting remuneration distribution to and directors and was employees supervisors

NT$1,254,885,966. We plan to set aside 4.0615551%, which is NT$50,967,885 as employee remuneration and 0.8123110%, which is NT$10,193,577 as directors and supervisors’ remuneration.

  1. The aforementioned amount set aside as remuneration of employees and directors and supervisors was approved by the 6[th] Board of Directors Meeting of the 10[th] term on March 21, 2017.

4

China Steel Chemical Corporation Supervisors’ Review Report

The Board of Directors presented the Company’s 2016 business report, individual and consolidated financial statements, and earnings distribution. The individual and consolidated financial statements were audited by CPA Hsu, Ruei-Shuen and CPA Liu,Yu-Hsiang of Deloitte & Touche, which was entrusted by the Board of Directors and presented audit report.

After review, we believe the aforementioned business report, individual and consolidated financial statements and earnings distribution comply with laws and regulations. We, thus, present our report as above in accordance with Article 219 of Company Act and Article 36 of Securities and Exchange Act.

We hereby propose for approval

To

2017 Shareholders’ Meeting of China Steel Chemical Corporation

Supervisor: Yu, Jun-Yan

Supervisor: Chia, Kai-Jie

Supervisor: Chen Zhe Sheng

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March 21, 2017

5

Proposals

Proposal 1 Proposed by the Board of Directors of the Company

  • Subject: Propose the Company’s 2016 business report, 2017 business plan profile, and 2016 individual and consolidated financial statements for approval.

  • Description: Please refer to Appendix for the Company’s 2016 business report, 2017 business plan profile, and 2016 individual and consolidated financial statements for details (please refer to P.11 to P.22 of this Handbook).

Resolution:

7

China Steel Chemical Corporation Business Report

I. 2016 business report:

A. Overview of business operations:

Being affected by the instable international political situation and the violent fluctuation of oil prices in 2016, the economic climate of the world is still unsettled and wobbling until now. Due to the delayed firing of Formosa Group’s Ha Tinh Steel Plant, it has led to the reduction of imported materials, and so we have experienced dwindling turnover. The situation was even worsened by the chaotic economic situation in the global market and the oil price in first quarter of 2016 slid down to a level less than USD30 per barrel. Although the price began to climb from the second quarter, the scale is still less than the expected and instable. In the meantime, the sales price of relevant products was also fluctuating around lower price levels and resulted in lowered revenue and profits in 2016.

B. Implementation result of business plan:

In 2016, we processed 258,193 tons of coal tar, 99,834 tons of light oil, and the sales volume of coal tar and light oil was 247,349 tons and 87,946 tons respectively. The yearly sales volume of MCMB and graphite MCMB was 3,691 tons. In addition, the coal tar delivered to Formosa Group’s Ha Tinh Steel Plant was 15,036 tons.

In 2016, the consolidated revenue was NTD5,143,740,000, representing 10% less than NTD5,737,544,000 in 2015. The consolidated net profit was NTD1,038,960,000, which is 16% less than NTD1,239,086,000 in 2015, yielding an NTD4.45 after-tax profit per share. The reason for such recession was the sliding of oil prices by 16% in 2015 that has caused the reduced sales price of the relevant products. In 2016, the individual revenue was NTD4,894,859,000, representing 15% less than NTD5,770,498,000 in 2015. As a result, the individual after-tax net profit was NTD1,030,904,000, which is 17% less than NTD1,239,033,000 in 2015.

8

  • C. Analysis of financial revenues and expenditures, budget execution and profit capacity: 

     - Please refer to the financial statement attached to the 2016 Financial Status Overview.

  • D. Situation of research and development:

    • (1) By now, we have developed a high-energy and high-power anode material series and they have been introduced to major battery plants in Taiwan, Japan and China. Attributing to its superb characteristics of high power and longer service life, the anode materials are not only certified by the customer but are also applied to their design for power batteries to suit the needs of motorized locomotives and energy storage systems, etc.

    • (2) In the meantime, we also completed the implementation of a 36-ton trial production line for the super capacitance-related active carbon and the max. Productivity test of the model furnace is now underway. Furthermore, a plan has also been plotted for a hundred-ton class continuous production line in order to satisfy the market demand and application. With such, we have secured active carbon orders from customers in Germany, Korea, Hong Kong, Taiwan and China, which has contributed to a 511% increase in turnover as compared to 2015.

    • (3) In addition, we have completed the application of composite graphite blocks for the discharge processing sector and their quality has reached the high-end commercial product level, with the sample dimensions available for testing by the customer as well. At the current stage, the trial production line is being planned hoping that we could achieve stabilized mass production.

  • II. 2017 business plan profile

  • A. Operation strategy:

    • (1) Analyze message. Control over the trend. Create a blue ocean market.

    • (2) Identify risks and control hazard; implementing green partners.

    • (3) Refining production and production capacity break through; strictly controlling product quality.

    • (4) Developing products and optimizing production process; strengthening

9

competitiveness.

  • (5) Reducing costs and increasing profits; optimizing process management.

  • B. Production and marketing policy:

  • (1) We can ship the by-products such as coal tar, coarse light oil and coke manufactured by CSC and Dragon Steel Corporation in full volume and a real-time manner so that the products processed will meet the market and customer requirements. In this way, all of the products can be sold at market price as scheduled so as to create economic value.

  • (2) Through the cooperation agreement with Formosa Group’s Ha Tinh Steel Plant, the by-product such as coal tar and coarse light oil manufactured from the production line of Ha Tinh Steel Plant will be fabricated into the high-end product required by the market and sold in a full volume manner.

  • (3) To present an optimal coal-based chemical product chain, we also developed the diversified fine carbon series such as innovative lithium-ion secondary battery anode material, active carbon for super-high capacitance, and isotropy graphite. The goal is to elevate higher added-value business for the coal tar pitch and to accelerate the speed of launching high-technology and green energy related business for the company.

Chairman: Lin ,Horng Nan

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President: Lee, Chien-Ming

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Accounting Supervisor: Chen, Min-Nan

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10

CHINA STEEL CHEMICAL 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 and 7)
Available-for-sale financial assets - current (Notes 4 and 8)
Notes receivable (Notes 4 and 11)
Accounts receivable, net (Notes 4, 5 and 11)
Accounts receivable - related parties (Notes 4, 5, 11 and 28)
Other receivables (Note 28)
Inventories (Notes 4, 5 and 12)
Other financial assets - current (Note 13)
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)
Debt investments with no active market - noncurrent (Notes 4
and 10)
Investments accounted for using equity method (Notes 4
and 15)
Property, plant and equipment (Notes 4, 16 and 29)
Investment properties (Notes 4, 17 and 28)
Deferred tax assets (Notes 4 and 24)
Prepaid equipment (Note 29)
Refundable deposits
Other financial assets - noncurrent (Notes 13 and 17)
Long-term prepayments for lease (Note 28)
Other noncurrent assets (Notes 14 and 28)
Total noncurrent assets
TOTAL		 December 31, 2016
Amount
%
$ 1,371,824
14
766,794
8
190,044
2
15,494
-
377,120
4
89,625
1
250,931
3
464,018
5
271,668
3

144,772

1
3,942,290
41
77,678
1
110,924
1
95,389
1
1,357,724
14
2,576,874
27
563,513
6
57,495
1
89,334
1
5,201
-
1,111
-
28,648
-

655,581

7
5,619,472
59
$ 9,561,762
100		 December 31, 2015
Amount
%
$ 1,007,655
13
716,807
9
149,737
2
8,402
-
356,559
4
70,470
1
16,676
-
413,480
5
128,450
2

62,168

1
2,930,404
37
394,166
5
112,902
1
195,970
2
1,128,657
14
2,468,234
31
563,513
7
50,295
1
44,058
1
3,953
-
1,110
-
30,994
-

54,125

1
5,047,977
63
$ 7,978,381
100


































LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)
Short-term bills payable (Note 18)
Accounts payable
Accounts payable - related parties (Note 28)
Other payables (Notes 14, 19, 20 and 28)
Current tax liabilities (Note 24)
Other current liabilities
Total current liabilities
NONCURRENT LIABILITIES
Deferred tax liabilities (Notes 4, 5 and 24)
Net defined benefit liabilities (Notes 4 and 20)
Other noncurrent liabilities (Note 17)
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE
CORPORATION (Note 21)
Ordinary shares capital
Capital surplus
Retained earnings (Note 24)
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity attributable to owners of the Corporation

NON-CONTROLLING INTERESTS (Note 21)
Total equity
TOTAL		 December 31, 2016
Amount
%
$ 721,276
8
620,000
7
22,468
-
184,136
2
900,028
9
68,084
1

45,953

-
2,561,945
27
4,425
-
163,622
2

1,110

-

169,157

2
2,731,102
29
2,369,044
25

732,977

7
2,291,205
24
242,136
3
1,069,083
11
3,602,424
38

(78,684)

(1)

(125,656)

(1)
6,500,105
68

330,555

3
6,830,660
71
$ 9,561,762
100		 December 31, 2015











































Amount
%
$ 12,951
-
755,000
9
23,162
-
159,490
2
298,622
4
86,532
1

46,691

1
1,382,448
17
5,248
-
149,805
2

1,110

-

156,163

2
1,538,611
19
2,369,044
30

657,295

8
2,167,302
27
242,136
3
1,248,132
16
3,657,570
46

(102,348)

(1)

(141,791)

(2)
6,439,770
81

-

-
6,439,770
81
$ 7,978,381
100

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

11

CHINA STEEL CHEMICAL CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUES (Notes 4, 22 and 28)
Revenue from sales of goods

Other operating revenues

Total operating revenues
OPERATING COSTS (Notes 12, 20, 23 and 28)

GROSS PROFIT

OPERATING EXPENSES (Notes 20, 23 and 28)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 23 and 28)
Other gains and losses (Notes 23 and 28)
Share of the profit of associates (Note 4)
Interest expense (Note 23)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX (Notes 4, 5 and 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE (INCOME) LOSS
(Notes 20, 21 and 24)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
Share of the other comprehensive income of
associates		 **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
Amount
%
$ 4,903,069
95
240,671

5

5,143,740
100
3,677,473
72

1,466,267
28

156,663
3
115,411
2
90,947

2

363,021

7

1,103,246
21

46,143
1
14,387
-
53,691
1
(6,800)

-

107,421

2

1,210,667
23
171,707

3

1,038,960
20

(21,846)
-
(1,848)
-		 2015





























Amount
%
$ 5,646,493
98
91,051

2

5,737,544
100
4,191,959
73
1,545,585
27

129,946
2

117,512
2
98,210

2
345,668

6
1,199,917
21

52,894
1

104,723
2

86,612
1
(2,283)

-
241,946

4

1,441,863
25
202,777

3
1,239,086
22

(23,289) (1)

(1,744)
-
(Continued)

12

CHINA STEEL CHEMICAL CORPORATION AND SUBSIDIARIES

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

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 losses on available-for-sale financial
assets
Cash flow hedges
Share of the other comprehensive income 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 25)
Basic

Diluted
 **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
Amount
%
$ 3,714
-
(30,883) (1)
(89,068) (2)
(3,044)
-
134,241
3
517

-

(8,217)

-

$ 1,030,743
20

$ 1,030,904
20
8,056

-

$ 1,038,960
20

$ 1,034,588
20
(3,845)

-

$ 1,030,743
20

$ 4.45

$ 4.44
 2015


























Amount
%
$ 3,959
-

14,479
-

(186,247) (3)

-
-

(247,294) (4)
-

-
(440,136)
(8)
$ 798,950
14
$ 1,239,033
22
53

-
$ 1,239,086
22
$ 798,566
14
384

-
$ 798,950
14
$ 5.37
$ 5.35

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

(Concluded)

13

CHINA STEEL CHEMICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2015

Appropriation of 2014 earnings (Note 21)
Legal reserve
Cash dividends - 83%


Change in capital surplus from investments in
associates accounted for using equity method

Net profit for the year ended December 31, 2015
Other comprehensive income (loss) for the year
ended December 31, 2015, net of income tax

Total comprehensive income (loss) for the year
ended December 31, 2015

Disposal of the Corporation's shares held by
subsidiaries

Adjustment to capital surplus from dividends
paid to subsidiaries

Disposal of subsidiaries

BALANCE AT DECEMBER 31, 2015

Appropriation of 2015 earnings (Note 21)
Legal reserve
Cash dividends - 45%


Change in capital surplus from investments in
associates accounted for using equity method

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

Disposal of the Corporation's shares held by
subsidiaries

Adjustment to capital surplus from dividends
paid to subsidiaries

Adjustment of non-controlling interests

BALANCE AT DECEMBER 31, 2016
 Equity Attributable to O Equity Attributable to O Equity Attributable to O wn ers of the Corporation Total Equity
Attributable
to Owners
of the
Corporation
$ 7,444,996

-

(1,966,307)


(1,966,307)


(3,124)

1,239,033

(440,467)


798,566


117,271


48,368


-


6,439,770

-

(1,066,070)


(1,066,070)


42

1,030,904

3,684


1,034,588


68,926


22,849


-

$ 6,500,105
 Non-controlling
Interests
$ 150,840

-

-


-


-

53

331


384


-


-


(151,224)


-

-

-


-


-

8,056

(11,901)


(3,845)


-


-


334,400

$ 330,555
 Total Equity
$ 7,595,836
-

(1,966,307)

(1,966,307)

(3,124)
1,239,086

(440,136)

798,950

117,271

48,368

(151,224)

6,439,770
-

(1,066,070)

(1,066,070)

42
1,038,960

(8,217)

1,030,743

68,926

22,849

334,400
$ 6,830,660




















Ordinary
Share Capital
$ 2,369,044

-

-


-


-


-

-


-


-


-


-


2,369,044

-

-


-


-


-

-


-


-


-


-

$ 2,369,044
 Capital Surplus
$ 515,023

-

-


-


(3,124)

-

-


-


97,028


48,368


-


657,295

-

-


-


42

-

-


-


52,791


22,849


-

$ 732,977
 **Retained Earnings ** Total Retained
Earnings
$ 4,405,918


-

(1,966,307)


(1,966,307)


-

1,239,033

(21,074)


1,217,959


-


-


-


3,657,570


-

(1,066,070)


(1,066,070)


-

1,030,904

(19,980)


1,010,924


-


-


-

$ 3,602,424
 Other Equity Total Other
Equity
$ 317,045

-

-


-


-

-

(419,393)


(419,393)


-


-


-


(102,348)

-

-


-


-

-

23,664


23,664


-


-


-

$ (78,684)
 Treasury Shares
$ (162,034)

-

-


-


-

-

-


-


20,243


-


-


(141,791)

-

-


-


-

-

-


-


16,135


-


-

$ (125,656)


















Exchange
Differences
on Translating
Foreign

Operations
$ 27,989

-

-


-


-

-

11,735


11,735


-


-


-


39,724

-

-


-


-

-

(40,696)


(40,696)


-


-


-

$ (972)
 Unrealized Gains
and Losses on
Available-for-sale
Financial Assets

$ 289,056

-

-


-


-

-

(431,128)


(431,128)


-


-


-


(142,072)

-

-


-


-

-

66,989


66,989


-


-


-

$ (75,083)
 Cash Flow Hedges
$ -

-

-


-


-

-

-


-


-


-


-


-

-

-


-


-

-

(2,629)


(2,629)


-


-


-

$ (2,629)


















Legal Reserve
$ 1,948,583

218,719

-


218,719


-

-

-


-


-


-


-


2,167,302

123,903

-


123,903


-

-

-


-


-


-


-

$ 2,291,205
 Special Reserve
$ 242,136

-

-


-


-

-

-


-


-


-


-


242,136

-

-


-


-

-

-


-


-


-


-

$ 242,136
 Unappropriated
Earnings
$ 2,215,199

(218,719 )

(1,966,307)


(2,185,026)


-

1,239,033

(21,074)


1,217,959


-


-


-


1,248,132

(123,903 )

(1,066,070)


(1,189,973)


-

1,030,904

(19,980)


1,010,924


-


-


-

$ 1,069,083

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

14

CHINA STEEL CHEMICAL 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
Impairment loss recognized on accounts receivable
Net gain on fair value change of financial assets designated as at fair
value through profit or loss
Net (gain) loss on fair value change of financial assets and liabilities
held for trading
Interest expense
Interest income
Dividend income
Share of the profit of associates
Loss on disposal of property, plant and equipment
Loss (gain) on disposal of investments
Gain on disposal of noncurrent assets held for sale
Gain on disposal of associates
Write-down of inventories
Changes in operating assets and liabilities
Financial instruments held for trading
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income taxes paid

Net cash generated from operating activities

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
Proceeds from disposal of noncurrent assets held for sale
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



2016
2015
$ 1,210,667
$ 1,441,863
268,573
271,434
8,596
4,585
30,486
-
(13,835)
(3,841)
(27,244)
23,405
6,800
2,283
(12,210)
(11,044)
(27,025)
(21,458)
(61,918)
(77,954)
867
572
(115,936)
1,100
-
(66,609)
-
(815)
30,674
42,180
(137,024)
194,255
(7,092)
(1,348)
(51,280)
52,797
(19,155)
66,536
(833)
65,730
(80,474)
(9,743)
(27,904)
13,391
(694)
(1,362)
24,646
(96,608)
105
(89,902)
(738)
16,680
(8,029)

(6,540)
990,023
1,809,587
(193,947)

(304,090)
796,076

1,505,497
(799,958) (2,992,163)
926,372
3,411,583
-
98,667
299,292
13,325
3,757
1,350
(Continued)

15

CHINA STEEL CHEMICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)


Acquisition of debt investments with no active market

Proceeds from disposal of debt investments with no active market
Acquisition of investments accounted for using equity method
Increase in prepayment for investments
Net cash outflow on disposal of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in other receivables
Acquisition of investment properties
Decrease (increase) in other financial assets
Increase 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
Increase in other noncurrent liabilities
Dividends paid

Proceeds from disposal of treasury shares
Interest paid
Increase 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 INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31









2016
$ (24,269)
120,419
(90,000)
(63,200)
-
(424,040)
1,656
(1,248)
-
-
(146,415)
(3,179)
12,868
68,655
27,025

(92,265)

3,413,623
(2,705,298)
-
(135,000)
-
(1,065,660)
68,926
(6,712)
100,320

(329,801)

(9,841)

364,169
1,007,655

$ 1,371,824
 2015
$ (45,441)
10,161

-

-
(151,224)
(1,297,144)
647

(1,486)
303,265
(10,525)

103,740

(26,523)
11,569
78,774
21,458
(469,967)
3,192,909
(3,280,399)
755,000

-
1,110
(1,918,058)
117,271

(2,287)
-
(1,134,454)
8,651
(90,273)
1,097,928
$ 1,007,655

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

(Concluded)

16

CHINA STEEL CHEMICAL CORPORATION

STANDALONE 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 and 7)
Available-for-sale financial assets - current (Notes 4
and
8)

Notes receivable (Notes 4 and 10)
Accounts receivable, net (Notes 4, 5 and 10)

Accounts receivable - related parties (Notes 4, 5, 10
and
26)

Other receivables (Note 26)
Inventories (Notes 4, 5 and 11)

Other financial assets - current (Notes 4 and 12)
Other current assets

Total current assets

NONCURRENT ASSETS
Debt investments with no active market - noncurrent
(Notes
4 and 9)
Investments accounted for using equity method
(Notes 4 and
13)

Property, plant and equipment (Notes 4, 14 and 27)

Investment properties (Notes 4 and 15)

Deferred tax assets ( Notes 4 and 22)
Prepaid equipment
Refundable deposits
Other financial assets - noncurrent (Notes 12 and 15)
Other noncurrent assets

Total noncurrent assets

TOTAL
 December 31, 2016
Amount
%
$1,182,778 13

96,790
1
106,812
1
14,496
-
375,407
4
119,199
2
26,355
-
410,967
5
86,846
1

53,169

1

2,472,819
28

-
-
3,141,806
35
2,542,737
29
563,513
6
57,495
1
85,842
1
5,201
-

1,111
-

45,111

-

6,442,816
72

$8,915,635
100
 December 31, 2015
Amount
%
$ 706,105
9
347,427
4
103,951
1

8,402
-
350,094
5
112,139
1

19,708
-
349,195
5

78,500
1

45,997

1
2,121,518
27

50,000
1
2,594,714
33
2,429,663
31
563,513
7

50,295
1

42,172
-

3,953
-

1,110
-

42,099

-
5,777,519
73
$7,899,037
100



































LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16)

Short-term bills payable (Note 16)

Accounts payable
Accounts payable - related parties (Note 26)
Other payables (Notes 17, 18 and 26)

Current tax liabilities (Note 22)
Other current liabilities

Total current liabilities

NONCURRENT LIABILITIES
Deferred tax liabilities (Notes 4, 5 and 22)
Net defined benefit liabilities (Notes 4 and 18)

Other noncurrent liabilities (Note 15)

Total noncurrent liabilities

Total liabilities
EQUITY (Note 19)
Ordinary shares capital

Capital surplus

Retained earnings (Note 22)
Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares

Total equity

TOTAL
 December 31, 2016
Amount
%
$ 821,276
9
620,000
7
25,923
-
188,887
2
516,495
6
59,286
1

14,506

-

2,246,373
25

4,425
-
163,622
2

1,110

-

169,157

2

2,415,530
27

2,369,044
27

732,977

8

2,291,205
25
242,136
3
1,069,083
12

3,602,424
40


(78,684)
(1)

(125,656)
(1)

6,500,105
73

$8,915,635
100
 December 31, 2015 December 31, 2015









































Amount
%
$ 12,951
-
700,000
9

27,600
-
169,390
2
285,114
4

80,918
1
27,131

-
1,303,104
16

5,248
-
149,805
2
1,110

-
156,163

2
1,459,267
18
2,369,044
30
657,295

9
2,167,302
27
242,136
3
1,248,132
16
3,657,570
46
(102,348)
(1)
(141,791)
(2)
6,439,770
82
$7,899,037
100

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

17

CHINA STEEL CHEMICAL CORPORATION

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

OPERATING REVENUES (Notes 4, 20 and 26)

OPERATING COSTS (Notes 11, 18, 21 and 26)

GROSS PROFIT

OPERATING EXPENSES (Notes 18, 21 and 26)
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 21 and 26)
Other gains and losses (Notes 21 and 26)
Share of the profit of subsidiaries and associates
(Note 4)
Interest expenses (Note 21)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX (Notes 4, 5 and 22)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 18, 21 and 22)
Items that will not be reclassified subsequently to
profit or loss
Remeasurement of defined benefit plans
Share of the other comprehensive income of
subsidiaries and associates accounted for using
the equity method
Income tax benefit relating to items that will not
be reclassified subsequently to profit or loss		 **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
Amount
%
$ 4,894,859
100
3,612,015
74

1,282,844
26

151,355
3
102,303
2
90,947

2

344,605

7

938,239
19

45,869
1
13,524
-
202,924
4
(6,832)

-

255,485

5

1,193,724
24
162,820

3

1,030,904
21

(21,846)
-
(1,848)
-
3,714
-		 2015



























Amount
%
$ 5,770,498
100
4,236,899
73
1,533,599
27

123,082
2

110,194
2
98,210

2
331,486

6
1,202,113
21

48,015
1

113,768
2

74,679
1
(1,888)

-
234,574

4

1,436,687
25
197,654

3
1,239,033
22

(23,289) (1)

(1,744)
-

3,959
-
(Continued)

18

CHINA STEEL CHEMICAL CORPORATION

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

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

Unrealized gains and losses on available-for-sale
financial assets
Cash flow hedges
Share of the other comprehensive income of
subsidiaries and associates accounted for using
the equity method
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 23)
Basic
Diluted		 **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
Amount
%

(18,982) (1)
2,861
-
(3,044)
-
42,312
1
517

-

3,684

-

1,034,588
21

$ 4.45
$ 4.44		 2015



$





$

Amount
%

14,479
-
(35,707)
-
-
-
(398,165) (7)
-

-
(440,467)
(8)

798,566
14
$ 5.37
$ 5.35
$ $



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

(Concluded)

19

CHINA STEEL CHEMICAL CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

Ordinary
Share Capital Capital Surplus
BALANCE AT JANUARY 1, 2015
$ 2,369,044
$ 515,023

Appropriation of 2014 earnings (Note 19)
Legal reserve
-
-
Cash dividends - 83%

-

-


-

-

Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method

-

(3,124)

Net profit for the year ended December 31, 2015
-
-
Other comprehensive income (loss) for the year ended December
31, 2015, net of income tax

-

-

Total comprehensive income (loss) for the year ended December
31, 2015

-

-

Disposal of the Corporation's shares held by subsidiaries

-

97,028

Adjustment to capital surplus from dividends paid to subsidiaries
-

48,368

BALANCE AT DECEMBER 31, 2015

2,369,044

657,295

Appropriation of 2015 earnings (Note 19)
Legal reserve
-
-
Cash dividends - 45%

-

-


-

-

Change in capital surplus from investments in subsidiaries and
associates accounted for using equity method

-

42

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

-

-

Disposal of the Corporation's shares held by subsidiaries

-

52,791

Adjustment to capital surplus from dividends paid to subsidiaries
-

22,849

BALANCE AT DECEMBER 31, 2016
$ 2,369,044
$ 732,977
Retained Earnings
Unappropriate
d
Total Retained
Legal Reserve Special Reserve
Earnings
Earnings
$ 1,948,583
$ 242,136
$ 2,215,199
$ 4,405,918

218,719
-
(218,719)
-

-

-
(1,966,307)
(1,966,307)


218,719

-
(2,185,026)
(1,966,307)


-

-

-

-

-
-
1,239,033
1,239,033

-

-

(21,074)

(21,074)


-

-

1,217,959

1,217,959


-

-

-

-


-

-

-

-


2,167,302

242,136

1,248,132

3,657,570

123,903
-
(123,903)
-

-

-
(1,066,070)
(1,066,070)


123,903

-
(1,189,973)
(1,066,070)


-

-

-

-

-
-
1,030,904
1,030,904

-

-

(19,980)

(19,980)


-

-

1,010,924

1,010,924


-

-

-

-


-

-

-

-

$ 2,291,205
$ 242,136
$ 1,069,083
$ 3,602,424
 Other Equity Other Equity Total Other
Equity
$ 317,045

-

-


-


-

-

(419,393)


(419,393)


-


-


(102,348)

-

-


-


-

-

23,664


23,664


-


-

$ (78,684)
 Treasury
Shares
$ (162,034)

-

-


-


-

-

-


-


20,243


-


(141,791)

-

-


-


-

-

-


-


16,135


-

$ (125,656)
 Total Equity
$ 7,444,996
-
(1,966,307)
(1,966,307)

(3,124)
1,239,033

(440,467)

798,566

117,271

48,368

6,439,770
-
(1,066,070)
(1,066,070)

42
1,030,904

3,684

1,034,588

68,926

22,849
$ 6,500,105
Exchange
Unrealized
Differences on
Gains and
Losses
Translating
on Available-
Foreign
for-sale
Operations
Financial Assets
$ 27,989
$ 289,056

-
-

-

-


-

-


-

-

-
-

11,735

(431,128)


11,735

(431,128)


-

-


-

-


39,724

(142,072)

-
-

-

-


-

-


-

-

-
-

(40,696)

66,989


(40,696)

66,989


-

-


-

-

$ (972)
$ (75,083)
 Cash Flow
Hedges
$ -

-

-


-


-

-

-


-


-


-


-

-

-


-


-

-

(2,629)


(2,629)


-


-

$ (2,629)

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

20

CHINA STEEL CHEMICAL CORPORATION

STANDALONE 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
Impairment loss recognized on accounts receivable
Net gain on fair value change of financial assets designated as at fair
value through profit or loss
Interest expense
Interest income
Dividend income
Share of the profit of subsidiaries and associates
Loss on disposal of property, plant and equipment
Gain on disposal of noncurrent assets held for sale
Gain on disposal of investments
Gain on disposal of associates
Write-down of inventories
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income taxes paid

Net cash generated from operating activities

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
Proceeds on sale of available-for-sale financial assets
Proceeds from disposal of debt investments with no active market
Acquisition of investments accounted for using equity method
Acquisition of subsidiaries
Proceeds from disposal of noncurrent assets held for sale		 For the Year Ended December 31
2016
2015
$ 1,193,724
$ 1,436,687
263,468
267,999
6,046
2,041
30,486
-
(5,984)
(4,464)
6,832
1,888
(3,775)
(4,776)
(1,665)
(2,957)
(202,924)
(74,679)
867
572
-
(66,609)
(10,767)
-
-
(470)
18,455
39,429
(6,094)
(1,349)
(55,799)
(2,653)
(7,060)
77,392
(7,141)
51,973
(80,227)
40,663
(13,207)
16,339
(1,677)
3,526
19,497
(86,708)
(8,169)
(84,236)
(12,625)
394

(8,029)

(6,540)
1,114,232
1,603,462

(188,244)

(300,282)

925,988

1,303,180
(653,162) (2,985,791)
909,783
3,407,372
10,767
-
50,000
-
(90,000)
-
(100,320)
-
-
98,667
(Continued)		 For the Year Ended December 31
2016
2015
$ 1,193,724
$ 1,436,687
263,468
267,999
6,046
2,041
30,486
-
(5,984)
(4,464)
6,832
1,888
(3,775)
(4,776)
(1,665)
(2,957)
(202,924)
(74,679)
867
572
-
(66,609)
(10,767)
-
-
(470)
18,455
39,429
(6,094)
(1,349)
(55,799)
(2,653)
(7,060)
77,392
(7,141)
51,973
(80,227)
40,663
(13,207)
16,339
(1,677)
3,526
19,497
(86,708)
(8,169)
(84,236)
(12,625)
394

(8,029)

(6,540)
1,114,232
1,603,462

(188,244)

(300,282)

925,988

1,303,180
(653,162) (2,985,791)
909,783
3,407,372
10,767
-
50,000
-
(90,000)
-
(100,320)
-
-
98,667
(Continued)



2016
$ 1,193,724

263,468
6,046
30,486
(5,984)
6,832
(3,775)
(1,665)
(202,924)
867
-
(10,767)
-
18,455
(6,094)
(55,799)
(7,060)
(7,141)
(80,227)
(13,207)
(1,677)
19,497
(8,169)
(12,625)
(8,029)

1,114,232
(188,244)

925,988

(653,162)
909,783
10,767
50,000
(90,000)
(100,320)
-

21

CHINA STEEL CHEMICAL CORPORATION

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


Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in other receivables
Acquisition of investment properties
Decrease (increase) in other financial assets
Increase in other noncurrent 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 short-term bills payable
Decrease in short-term bills payable
Increase in other noncurrent liabilities
Cash dividends paid

Interest paid

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
 **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **








2016
$ (417,951)
1,656
(1,248)
-
-
(11,543)
(3,023)
4,269
193,531
1,665

(105,576)

3,513,623
(2,705,298)
-
(80,000)
-
(1,065,660)
(6,404)

(343,739)

476,673
706,105

$ 1,182,778
 2015
$ (1,278,371)
647

(1,486)
300,000
(10,525)

153,690

(25,175)
5,826
213,042
2,957
(119,147)
3,192,909
(3,280,399)
700,000

-
1,110
(1,966,426)
(1,924)
(1,354,730)
(170,697)
876,802
$ 706,105

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

(Concluded)

22

Proposal 2 Proposed by the Board of Directors of the Company

Subject: Propose 2016 earnings distribution of the Company for approval. Description:

  • A. The 2016 earnings after tax of the Company was $1,030,904,177. After adding $58,158,771 of undistributed earnings by the end of 2015, $91,543,937 of Reversal of Special reserve, deducting $1,848,084 of effects resulting from changes in long-term equity and $ 18,131,789 actuarial losses from defined benefit pension plans included in retained earnings, setting aside the legal reserve of NT$ 77,840,068, the distributable earnings was $1,082,786,944 by the end of 2016.

  • B. In accordance with Article 26 of Articles of Incorporation of the Company, $1,066,070,160 is distributed as cash bonus for shareholders, which is a $4.5 cash bonus distribution per share. The undistributed earnings after distribution are $16,716,784.

  • C. The base date of cash dividend distribution will be determined by the Board of Directors after this proposal was reported to and approved by 2016 shareholders’ meeting. When distributing cash dividends, the dividend for individual shareholders will be distributed to “dollar,” while the decimals will be rounded to dollar. The decimal following the integer dollar will be rounded off, and the odd sum will also be included in the other income accounts of this company.

  • D. In order to cope with the implementation of combination of two taxes, we will give the priority to distribute earnings in 1998 and the years after that when calculating the tax deduction ratio of deductible tax amount for shareholders stipulated in Article 66-6 of the Income Tax Act. We will also give the priority to distribute earnings of the latest year when calculating income tax of the undistributed earnings that shall be levied at the rate of 10% stipulated in Article 66-9 of the Income Tax Act.

  • E. Please refer to Appendix for the table of 2016 earnings distribution estimation (please refer to P.24 of this Handbook).

Resolution:

23

China Steel Chemical Corporation Table of Earnings Distribution Estimation

From January 1 to December 31 of 2016

Undistributed Earnings by the end of 2015
Effects resulting from changes in long-term
equity
Actuarial gains(losses) from defined benefit
pension plans included in retained
earnings
2016 Net Profit
Deduct: Legal Reserve set Aside
Add: Reversal of Special reserve
2016 Distributable Earnings
Distribution Items:
Shareholder Cash Bonus: $4.5/Share
Undistributed Earnings by the end of 2016		 Unit: NTD
58,158,771
(1,848,084)
(18,131,789)
1,030,904,177
(77,840,068)
91,543,937
1,082,786,944
(1,066,070,160)
16,716,784

24

Other Proposals and

Motions

Other Proposals and Motions

26

Shareholding Statement of Directors and Supervisors of the Company

China Steel Chemical Corporation

Shareholding Statement of Directors and Supervisors

(By the book closure date of this shareholders’ meeting: April 17, 2017)

Position Name Name Shares held
recorded on the
shareholder
register by the
book closure date		 Shareholding
ratio (%)
Chairman Lin, Horng-Nan Representative of China Steel
Corporation
 68,787,183 29.04
Director Wong,Chao-Tung
Director Wang,Shyi-Chin
Director Lee, Chien-Ming
Director Meng, Ching-Lee
Director Chang,An-Ping Representative of China
Synthetic Rubber Corporation		 11,759,096 4.96
Director Chao,Tien-Fu
Independent
Director
Hsieh,
Hsing-Shu		 0 0
Independent
Director
Wang,
Yuan-Hong		 0 0
Supervisor Yu
Jun-Yan		 Representative of CTCI
Corporation		 1,776,916 0.75
Supervisor Chia Kai-Jie 0 0
Supervisor Chen Zhe Sheng 11,000 0
Shares held byall directors 80,546,279 34.00
Shares held byall supervisor 1,787,916 0.75
The minimum required combined shareholding of all directors
bylaw		 15,000,000
The minimum required combined shareholding of all
supervisors bylaw		 1,500,000

Note: The company already issued 236,904,480 ordinary shares.

28

Dividend Policy of the

Company

Dividend Policy of China Steel Chemical Corporation

The Company is at the growing stage. We seek to seize economic environment for sustainable operation. The dividend policy of the Company is based on the future and actual operation of the Company, as well as the stability and growth of dividends. When there are accumulated distributable earnings for the Company, the distribution amount shall not be less than 50%; for dividends distributed, the cash dividend shall not be less than 50%.

30

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

e Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate		 e Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate		 e Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate		 e Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate
Unite: Thousand NTD
Year
Item
2016
（forecast）
Paid-in capital at the beginning of the term $2,369,044
Dividend and
interest
distribution of
the year		 Cash dividend per share 4.5(Note 1)
Shares distribution per share for capital increase out of
earnings		 -
Shares distribution per share for capital increase out of
capital reserve		 -
Changes in
operation
performance		 Operation income (Note 2)
Ratio increased (decreased) for operation income
comparing to the last year
Net profit after tax
Ratio increased (decreased) for net profit after tax
comparing to the last year
Earnings per share
Ratio increased (decreased) for earnings per share
comparingto the lastyear
Annual average return on investment (reciprocal of
annualaverage price earningsratio)
Pro forma
earnings per
share and price
earnings ratio		 If capital increase out of
earnings all switches to
distribution
of
cash
dividend
Pro forma earnings per
share

Pro forma annual average
return on investment
If not conducting capital
increase
out
of
capital
reserve
Pro forma earnings per
share
Pro forma annual average
return on investment
If not conducting capital
increase
out
of
capital
reserve
and
the
capital
increase out of earnings all
switches to distribution of
cash dividend

Pro forma earnings per
share


Pro forma annual average
return on investment

Note: 1. The 2015 estimated dividend and interest distribution is listed in accordance with the earnings distribution approved by the Board of Directors on March 21, 2017.

  1. We do not disclose financial forecast in 2016. We are not required to disclose forecast information in accordance with Letter Tai-Tsai-Cheng-(1)-Zi No.00371 dated February 1, 2000.

32

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