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SE CEMENT Annual Report 2020

Sep 14, 2021

51741_rns_2021-09-14_f49c4e75-7b78-4098-997f-abef09cb6b4f.pdf

Annual Report

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Stock code 1110 0

URL of the annual report

URL of the Market Observation Post System: http://mops.twse.com.tw URL of the company: http://www.southeastcement.com.tw

==> picture [115 x 105] intentionally omitted <==

Southeast Cement Corporation

2020

Annual Report

Date of printing: April 30, 2021

  • I. Spokesperson

Name: Hsin-Han Huang

Title: Finance Manager

Tel: (07)2711121 ext. 227

Acting spokesperson Name: Jung-Tsung Tang Title: Business Manager

Tel: (07)2711121 ext. 216

E-mail: [email protected]

  • II. Company address

Head Office: 4th Floor, No. 21, Wufu 3rd Road, Qianjin District, Kaohsiung

Tel: (07)2711121 (representative number)

Kaohsiung 1st Plant: No. 1, Pingshan Lane, Gaonan Highway, Nanzi District, Kaohsiung

Tel: (07)3421333 (representative number)

Kaohsiung 2nd Plant: No. 3, Pingshan Lane, Gaonan Highway, Nanzi District, Kaohsiung

Tel: (07)3421333 (representative number)

Taipei Office: No. 51-3, Chang’an East Road, Taipei

Tel: (02)25612308, 25612309

  • III. Stock transfer agency

  • Name: Yuanta Securities

Address: 1st Floor, No. 210, Section 3, Chengde Road, Taipei

Tel: (02)25865859

URL: http://www.yuanta.com.tw

  • IV. Latest independent auditor

Firm name: Crowe (TW) CPAs

Accountant names: Shu-Man Tsai, Ching-Lin Li

Address: 27th Floor, No. 6, Siwei 3rd Road, Kaohsiung

Tel: (07)3312133

URL: http://www.crowe.com/tw

  • V. Name of the trading place where the overseas securities are listed for trading and the method of inquiring about the overseas securities information: None.

VI: Company website

  • www.southeastcement.com.tw

Table of Contents

Page

ONE. Report to Shareholders .............................................................................................. 1 Two. Company Profile ........................................................................................................ 5 I. Date of establishment: December 28, 1956 ............................................................... 5 II. Company History .................................................................................................... 5 Three. Corporate Governance Report .................................................................................. 9 I. Company structure ................................................................................................... 9 II. Information of directors, supervisors, the president, vice presidents, function directors and heads of various departments and branches ........................................... 10 IV. Corporate governance operation status ................................................................ 19 V. Accountant Fee Information ................................................................................. 52 VI. Change of independent auditor ............................................................................ 54 VII. Whether the chairman, the president or manager in charge of financial or accounting affairs of the company has worked in the firm of the independent auditor or its affiliated enterprises in the past year ..................................................... 54 VIII. Changes in equity transfer and pledge by directors, managers and shareholders with shareholding more than 10% in the latest year and up to the date of publication of the annual report ...................................................................... 54 IX. Information on the relationship among the top 10 shareholders in terms of shareholding ratio ...................................................................................................... 56 X. Number of shares in the same reinvested business held by the company, its directors, managers and businesses directly or indirectly controlled by the company .................................................................................................................... 59 Four. Fundraising Situation ............................................................................................... 60 I. Capital and shares .................................................................................................. 60 II. Handling of corporate bonds, preferred shares and overseas depositary receipts .... 66 III. Handling of employee stock option certificates .................................................... 66 IV. Handling of new shares with restricted employee rights ....................................... 66 V. Handling of new shares issued for M&A or transfer of shares of other companies ................................................................................................................. 66 VI. Implementation of Fund Utilization Plan ............................................................. 67

Five. Operation Overview ................................................................................................. 68 I. Business Contents .................................................................................................. 68 II. Overview of the market and production and sales.................................................. 72 III. Employee profile in the last two years ................................................................. 78 IV. Environmental protection expenditure information .............................................. 78 V. Labor Relations .................................................................................................... 79 VI. Important Contracts ............................................................................................. 81 Six. Financial Overview .................................................................................................... 82 I. Condensed Balance Sheet and Comprehensive Income Statement of the Last Five Years ................................................................................................................. 82 II. Financial Analysis of the Last Five Years ............................................................. 86 III. Audit Committee Review Report of the Latest Annual Financial Report .............. 92 IV. The latest annual consolidated financial report, including the Independent Auditor’s Report, balance sheet, comprehensive income statement, statement of changes in equity, cash flow statement and notes or schedules ................................... 93 V. The company’s individual financial report audited and certified by the independent auditor in the most recent year ............................................................. 149 VI. Impact of financial difficulties on the financial situation of the company and its affiliated enterprises. ........................................................................................... 278 Seven. Review and Analysis of Financial Status and Financial Performance and Risk Management ................................................................................................................... 279 I. Comparative Analysis of Financial Status ............................................................ 279 II. Comparative analysis of financial performance ................................................... 280 III. Cash Flow Analysis ........................................................................................... 282 IV. Impact of major capital expenditures in the most recent year on the financial status ....................................................................................................................... 284 V. Reinvestment policy in the most recent year, the main reason for its profit or loss, improvement plan and investment plan for the next year.................................. 284 VI. Risk Management .............................................................................................. 284 VII. Other important matters.................................................................................... 286 Eight. Special Records .................................................................................................... 287 I. Relevant information of affiliated enterprises ....................................................... 287 II. Handling of private placement securities. ............................................................ 290

III. Status of holding or disposing of the company’s shares by subsidiaries in the most recent year and as of the date of publication of the annual report: .................... 290 IV. Other necessary supplementary explanations ..................................................... 291 V. Whether there is any event in the most recent year and as of the date of publication of the annual report with significant impact on shareholders’ rights and interests or the price of securities as specified in the second subparagraph of second paragraph under Article 36 of the Securities and Exchange Act ................... 291

ONE. Report to Shareholders

Dear shareholders,

According to statistics from the Taiwan Cement Industry Association, the domestic sales of domestic cement and clinker in 2020 was 9.6 million metric tons, an increase of 6% from 9.05 million metric tons in 2019. Sales of imported cement and clinker was 2.48 million metric tons, an increase of 8% from the 2.3 million metric tons in 2019. In 2020, the demand for cement increased due to the active implementation of the forward-looking construction plan and public construction, coupled with the return of Taiwanese businessmen, the construction of semiconductor plants in Southern Taiwan Science Park and the enthusiasm of construction projects in the southern housing market. According to the data from the Construction Department, Ministry of the Interior, the total floor area approved for construction licenses all over Taiwan increased by 12% compared with that in the same period of 2019, showing that the market is expanding. The company’s cement revenue increased by 0.54% compared with that in 2019, and the furnace stone powder revenue increased by 10.45% compared with that in 2019.

The second phase of the Southeast Gathering construction project of the company’s subsidiary Southeast Asset Co., Ltd. (Southeast Asset) is located on Beixing Street in the Beishi Section of Pingtung next to the State Taxation Bureau. This project plan includes 4 elevatored Singapore-style buildings with 56 units and 4 units of townhouses (three and a half floors), for a total of 60 units. In 2020, 55 units of Singapore-style buildings and 4 units of townhouses have been sold. It is expected that the units will be delivered in April 2021. In addition, for the third phase of the Rising Sun Dongsha construction project in Dongshan District, Tainan, 41 units of three half-shop half-residence buildings are planned. The construction started in May 2020 and is expected to be completed in October 2021.

1

The following are the consolidated business results of the company and its subsidiaries in 2020:

  • I. Business results of last year

  • (I) Production:  The cement production volume of 2020 was 550,857 metric tons, a decrease of 14,899 metric tons or 2.63% from 565,756 metric tons in 2019.

    • The production volume of furnace stone powder of 2020 was 182,147 metric tons, an increase of 10,918 metric tons or 6.38% from 171,229 metric tons in 2019.
  • (II) Sales:  The sales volume of cement of 2020 was 557,837 metric tons, an increase of 520 metric tons or 0.09% from 557,317 metric tons in 2019.

  • The sales volume of furnace stone powder of 2020 was 181,014 metric tons, an increase of 11,471 metric tons or 6.77% from 169,543 metric tons in 2019.

  • The cement sales revenue of 2020 was NT$1,297 million, an increase of NT$7 million or 0.54% from NT$1,290 million in 2019.

  • The sales revenue of furnace stone powder of 2020 was NT$222 million, an increase of NT$21 million or 10.45% from NT$201 million in 2019.

  • The other operating income of 2020 was NT$73 million, a decrease of NT$8 million or 9.88% from NT$81 million in 2019.

  • The total operating income of 2020 was NT$1.592 billion, an increase of 20 million or 1.27% from NT$1.572 billion in 2019.

  • (III) Profit and loss: The after-tax net profit of 2020 was NT$22million (earnings per share NT$0.06), a decrease of NT$33 million (earnings per share NT$0.06) from NT$11 million in 2019.

  • (IV) Financial situation: The debt ratio increased from 12.01% in 2019 to 13.35% in 2020, and the current ratio decreased from 306.23% in 2019 to 271.27% in 2020.

  • (V) Consolidated operating results of the company and its subsidiaries in 2020: The consolidated operating revenue of the company and the subsidiaries in 2020 was NT$1.591 billion, an increase of NT$0.006 billion or 0.38% from that in 2019. The net profit after tax of the current period

2

belonging to the owners of the company is NT$0.022 billion, and the basic (after tax) earnings per share of the company is NT$0.04.

II. R&D Status

The Portland blast-furnace cement developed by the company can be packaged in bags, space bags and bulk packages. The bag is used for floor tiles and stone sticking which can effectively prevent the occurrence of white blooms and black spots. Space bags and bulk packages have lower heat of hydration and in the later stage higher compressive strength and durability, and can be used in geological improvement projects, dam projects, maritime projects, tunnels, sewers, bridges, river embankments, etc. It is estimated that Portland blast-furnace cement sales can significantly contribute to the company’s revenue.

III. Summary of This Year’s Business Plan

Looking forward to 2021, the Executive Yuan will allocate an overall public construction budget of NT$534 billion, an increase of NT$96.2 billion or 22% over that in 2020. Among the items, transportation construction has NT$196.4 billion, environmental resources have NT$69.8 billion, economic construction has NT$179.2 billion, agricultural construction has NT$29.5 billion, and educational facilities has NT$31.6 billion. Major constructions such as the construction of the intercontinental terminal oil tank, the Zuoying military port project, the relocation and new construction of the arsenal, the development of the Renwu Park, the renewal of the gas facilities of the Xingda Power Plant, the offshore wind power facilities, private construction projects, the construction of the Southern Taiwan Science Park, the construction of Shalun Green Energy Park and the return of Taiwanese businessmen are expected to increase the demand for cement steadily.

The company’s subsidiary Southeast Asset is planning the construction of townhouses with 16 units and an office building with 114 units including 13 floors above ground and 3 floors underground in the New Hougang West Section of Renwu District, Kaohsiung, and expects to obtain that construction permits in mid-March 2021. A townhouse of 27 units is planned in the Yannan Section of Yanchao District, Kaohsiung, and it is expected that the construction permit can be obtained and the contract released for construction before the end of March 2021.

3

Another subsidiary, Southeast Gaoliang Resources Recycling Co., Ltd., has postponed its formal operation until June 2021 due to the epidemic and power supply factors.

The issues of grass-roots labor shortage in recent years, the hidden concerns of future electricity price costs, and the stricter environmental protection regulations will be the major challenges the company faces. The company can only maintain the smooth operation of existing equipment, reduce operating costs and increase competitiveness, and uphold the business philosophy of seeking development in a steady manner to increase sales of new products, and also integrate and develop the downstream industries to seek the company’s best interests.

Dear shareholders, the company’s 2020 operating status and future business plans are reported as above. The company is in the process of transformation; please give us your support and guidance. Thank you!

Chairman Min-Tuan Chen April 30, 2021

==> picture [57 x 55] intentionally omitted <==

4

Two. Company Profile

I. Date of establishment: December 28, 1956

Listing date: October 22, 1994

II. Company History

December 1956 The company was established with a registered capital of NT$4
million.
January 1958 Increased the capital to NT$6 million.
May 1958 Increased the capital to NT$8 million.
October 1958 Increased the capital to NT$10 million.
December 1958 Kiln No. 1 was completed (60 metric tons per day) and produc-
tion started.
1959 Increased the capital to NT$15 million.
1960 Kiln No. 2 was completed (280 metric tons per day) and pro-
duction started.
1961 Increased the capital to NT$20 million.
1965 Increased the capital to NT$22 million.
1966 Increased the capital to NT$44 million.
1966 Kiln No. 3 was completed (950 metric tons per day) and pro-
duction started.
March 1967 Increased the capital to NT$60 million.
August 1967 Increased the capital to NT$75 million.
1968 Increased the capital to NT$93 million.
1969 Increased the capital to NT$110 million.
1970 Increased the capital to NT$125 million.
1971 Increased the capital to NT$133 million.
1973 Increased the capital to NT$171.57 million.
1974 Increased the capital to NT$200 million.
1974 Kiln No. 1 was dismantled due to low output and high cost.
December 1974 Handled asset revaluation.
1975 Increased the capital to NT$320 million.
1976 Increased the capital to NT$360 million.
1976 Kiln No. 4 was completed (with a daily output of 2,250 metric
tons) and participated in production.
1977 Increased the capital to NT$410 million.
1979 Increased the capital to NT$500 million.

5

  • 1979 The annual cement production and sales exceeded one million metric tons.

  • May 1979 Deputized the management of Chentai Cement. 1980 Increased the capital to NT$640 million. 1980 Handled the second asset revaluation. 1981 Increased the capital to NT$800 million. October 1981 The Southeast Building was completed, and the head office was moved to the building.

  • January 1982 The conversion of the coal-fired system of Kiln No. 3 was completed and operation started.

  • April 1982 Lease of equipment from the Kaohsiung Plant of Chentai Cement Company.

  • June 1983 The conversion of the coal-fired system of the Kiln No. 4 was completed and operation started.

  • October 1985 The automated quality inspection system of the quality control laboratory started operation.

  • November 1985 Increased the capital to NT$880 million. August 1986 Increased the capital to NT$1.056 billion. October 1986 The government granted the company the award of excellent manufacturer in pollution prevention and control.

  • August 1987 The capital increased to NT$1,098,240,000. September 1988 Increased the capital to NT$1,141,070,000. December 1988 The company’s Kaohsiung plant was granted the “Demonstration Plant” award by the Kaohsiung Environmental Protection Agency for its strict sampling and testing for three consecutive years and meeting the standards set by the Air Pollution Control Act.

  • January 1989 The company established the “Southeast Cement Relations Employee Self-improvement Association” to coordinate the handling of employee welfare matters.

  • August 1989 The capital increased to NT$1,232,350,000. July 1990 The improvement of the automation process of Kiln No. 4 officially started.

  • August 1990 Increased the capital to NT$1,734,480,000.

  • December 1990 The computerized improvement system for production automation and process monitoring of Kiln No. 4 was completed and

6

operations began.
June 1991 The company imported clinker from Japan’s Osaka Cement
Company for the first time.
September 1991 Increased the capital to NT$2 billion.
May 1992 The company established the “Internal Control and Internal
Audit Committee” and formulated the “Internal Control Sys-
tem” to comply with the requirements of the Securities and
Exchange Commission of the Ministry of Finance, and com-
pleted declaration and filing before October 31, (1992) to ena-
ble the company to have a complete basis for listing to follow.
July 1992 Increased the capital to NT$2.4 billion.
April 1993 Directors and supervisors are reelected to achieve the goal of
detached and independent operation of the directors and super-
visors.
July 1993 Increased the capital to NT$2.76 billion.
September 1993 Passed the ISO-9002 international quality assurance system
verification and was awarded a certificate. The company is the
first manufacturer in the domestic industry to obtain this certi-
fication.
December 1993 Increased the capital to NT$3.08 billion.
August 1994 Increased the capital to NT$3,126,200,000.
October 1994 The company’s stock was officially listed.
September 1996 Increased the capital to NT$3,438,820,000.
September 1997 Increased the capital to NT$4,954,643,000.
December 1997 Handled land reevaluation.
May 1998 Started trial burning of waste tires.
July 1998 Increased the capital to NT$5,450,107,300.
October 1998 Applied with the Securities and Futures Commission for the
change of the 1997 cash capital increase plan and received the
approval; the original investment in Heping Cement was sus-
pended, and changed it to the repayment of corporate bonds and
bank loans.
December 1998 Passed IS0-14001 official evaluation and registered with the
Commodity Inspection Bureau.
December 1998 Repaid the company’s corporate bond of NT$1 billion.
January 1999 The founder Chiang-Chang Chen passed away, and the chair-

7

man position was taken over by Vice Chairman Min-Hsien Chen.

  • August 2000 The capital was increased to NT$5,586,359,980. December 2000 Invested NT$500 million in Kaohsiung MRT, and the company chairman served as the vice chairman of Kaohsiung MRT.

  • November 2001 Invested NT$213 million in Kaohsiung MRT, with a total investment of NT$713 million and a shareholding ratio of 7%.

  • December 2001 The Great World Department Store which the company invested in officially opened.

  • July 2003 Production and sales of the new product furnace stone powder. December 2003 Invested in Mauritius to set up Southeast International Co., Ltd. which is 100% held by the company, with an initial investment of US$2.82 million. Through this company, the company indirectly invested in the equity of Jiaxin Jingyang Cement Co., Ltd. in mainland China.

  • August 2004 The capital was increased to NT$5,865,677,970. September 2005 The chairman of the company resigned from the vice chairman position of Kaohsiung MRT.

  • November 2005 Implemented the first treasury share buyback. February 2006 Implemented the second treasury share buyback. April 2006 Cancelled the first batch of treasury shares bought back, and the capital was reduced to NT$5,833,147,970.

  • July 2006 Cancelled the second batch of treasury shares bought back, and the capital was reduced to NT$5,760,007,970.

  • September 2008 Implemented the third treasury share buyback. January 2009 Cancelled the third batch of treasury shares bought back, and the capital was reduced to NT$5,720,007,970.

  • September 2009 Chairman Mr. Min-Hsien Chen passed away. October 2009 The board meeting elected Vice Chairman Min-Tuan Chen as the chairman.

  • December 2004 The reinvested Great World Department Store ended its business.

  • November 2018 Southeast International Co., Ltd., the company’s subsidiary, was liquidated and returned stock capital to investors.

8

Three. Corporate Governance Report

I. Company structure

(I) Organization chart: (revised on July 21, 2017)

==> picture [453 x 554] intentionally omitted <==

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

Shareholders’ Meeting 股 東 會
Compensation Committee 薪酬委員會 董 Board Meeting 事 會 審計委員會 Audit Committee
董 Chairman 事 長
副董事長 Vice Chairman
總 President 經 理
法務室 Legal Office
副總經理 Vice President
Secretary
Office of the
Various committees 各委員會 Board
Audit
Office
Man- Quality
Finance Business Assur-
Kaohsiu agement North
ng Plant Depart-ment Depart-ment Depart-ment Office Depart-ance
ment
The organization Financial
Section Audit Inspec-Section tion chart of Kaohsiung formulated sepa-Plant is to be agement Section Man- counting Section Ac- Business Section istration Admin-Section Section IT Center Data Center Audit
rately
(II) Business functions:
Management Planning, implementation and supervision of personnel, general affairs,
Department procurement, information and asset management.
Business
Handling of product sales, promotion, after-sales service and other matters.
Department
Finance Budget control, accounting processing, funding, fund scheduling and in-
Department vestment management.
QC Depart- Audit of quality assurance operations and formulation and implementation
ment of quality policies.
Kaohsiung
Cement, furnace stone powder production, packaging and delivery
plants
Audit Office [Check and evaluate the rationality and appropriateness of various business ]
control.
秘 董
書 事
室 會


室 高 財 業 管 北 品
雄 務 務 理 辦 保
廠 部 部 部 處 部
稽 審 另 織 高 理 會 營 總 資 資 稽
訂 系 雄 料 核
查 核 之 統 廠 財 計 業 務 訊 中 中
課 課 表 組 課 課 課 課 課 心 心
----- End of picture text -----

9

II. Information of directors, supervisors, the president, vice presidents, function directors and heads of various departments and branches

(I)Directors: April30,2021 April30,2021 April30,2021 April30,2021
Job title Nation-
ality
Legal shareholder name Gender Election
(office
assuming)
date
Term
of
office
Date of
being
elected for
the first
time
Shareholding
on election date
Current
shareholding
Current sharehold-
ing of
spouse and minor
children
Shareholding
in the names
of others
Major experience
(education)
Concurrent posi-
tions at other
companies at the
moment
Other business heads, directors
or supervisors with spouse or
second-tier relative relationship
Note
Representative’s name Number of
shares
Share-
holding
ratio

Number of
shares
Share-
holding
ratio

Number
of shares
Share-
holding
ratio

Num-
ber of
shares
Shareh
olding
ratio
Job
title
Name Relationship
Chairman Taiwan Dongshu Investment Co.,Ltd. Male June 20,
2020
3
years
June 29,
2011
80,496,816 14.07 80,496,816 14.07
13,003

0.00

0

0.00

Southeast Cement
Corporation
Vice Chairman
Chairman of
Southeast Asset
Co.,Ltd.
Vice
Chairm
an
Kuan-Hu
a Chen
Father and
son
None
Min-Tuan Chen 2,985,000 0.52
Vice
Chairman
Taiwan Consortium
Legal
Person
Chao-Shu Chen Public Welfare
CharityFoundation


Male
June 20,
2020
3
years
June 29,
2011
24,885,291
4.35
24,885,291 4.35
0

0.00

0

0.00

MBA, University of
Southern California
Southeast Invest-
ment Co., Ltd.
Director
Chairm
an
Min-Tua
n Chen
Father and
son
None
Kuan-Hua Chen 6,484,910 1.13
Director Taiwan Dongshu Investment Co.,Ltd. Male June 20,
2020
3
years
June 29,
2011
80,496,816
14.07
80,496,816 14.07
316,246

0.06

0

0.00

Bachelor, Soochow
University
Chairman of
Penghu Cable TV
Co.,Ltd.
None None None None
Tien-Chih Chen 1,085,883 0.19
Director Taiwan Consortium
Legal
Person
Chao-Shu Chen Public Welfare
CharityFoundation


Male
June 20,
2020
3
years
June 29,
2011
24,885,291
4.35
24,885,291 4.35
0

0.00

0

0.00

Chengchi University
Bachelor, Statistics
Department
Southeast Invest-
ment Co., Ltd.
Director
None None None None
Chang-Chih Wu 41,869 0.01
Director Taiwan Likai Investment Co, Ltd. Male June 20,
2020
3
years
June 29,
2011
19,605,559
3.43
19,605,559 3.43
0
0.00
0

0.00

Southeast Cement
Corporation
Supervisor
President, Meiya
International
Enterprise Co.,
Ltd.
None None None None
Li-Hsiang Cheng 1,800,000 0.31
Director Taiwan ChangchingCo.,Ltd. Male June 20,
2020
3
years
June 29,
2014
33,525,346
5.86
40,070,010 7.01
0

0.00

0

0.00
President, Taiji Ship
Plant Co., Ltd.
Consultant,
Changching Co.,
Ltd.
None None None None
Chao-Hsiung Yang 0 0.00
Director Taiwan Consortium
Legal
Person
Southeast Cultural Foundation

Male
June 20,
2020
3
years
June 29,
2014
33,421,803
3.40
33,421,803 5.84
0
0.00
0

0.00
Master, Massachusetts
Institute of Technology
Chairman, Consor-
tium Legal Person
Fukang Cultural
and Educational
Foundation
None None None None
Chien-Hao Chen 58,609 0.01
Inde-
pendent
Director
Taiwan Wen-Tsai Yang Male June 20,
2020
3
years
June 23,
2017
0
0.00
0 0.00
0
0.00
0

0.00

Master of Financial
Finance, Chaoyang
University of Tech-
nology
None None None None None
0 0.00
Inde-
pendent
Director

Taiwan
Chin-Pao Yeh Male June 20,
2020
3
years
June 23,
2017
0
0.00
0 0.00
0

0.00

0

0.00

Bachelor of Education,
Taiwan Normal Uni-
versity
None None None None None
0 0.00
Inde-
pendent
Director

Taiwan
Yu-Hsin Chuang Female June 20,
2020
3
years
June 23,
2017
0
0.00
0 0.00
0

0.00

0

0.00

Master of International
Management, Thun-
derbird School of
Global Management
(Master of Internation-
al Management)
None None None None None
0 0.00

10

- Major shareholders of corporate shareholders (shareholders with top ten shareholdings)

April 30, 2021

April30,2021
Corporate
shareholder name
Major shareholders of corporate shareholders
Dongshu Investment
Co., Ltd.
Min-Tuan Chen (64.45%), Mei-Yu Huang (13.80%), Baifu Invest-
ment Co., Ltd. (8.93%), Kuan-Hua Chen (8.09%), Yi-Ching Chen
(2.56%), Yi-Wen Chen (2.16%), Dahao Management Consulting
Co.,Ltd. (0.56%)
Consortium Legal
Person Chao-Shu
Chen Public Welfare
CharityFoundation
None
Likai Investment Co,
Ltd.
Tun-Ling Cheng Chen (64.34%), Rui-Chen Ma (3.25%), Li-Hsiang
Cheng (6.73%), Chieh-Yi Cheng (9.98%), Modern Holdings Ltd.
(6.07%), Ching-Feng Cheng (9.62%)
Changching Co., Ltd. Si-Yng Chen (34.49%), Chun-Min Shao (17.05%), Niko Capital Co.,
Ltd. (38.75%)
Consortium Legal
Person Southeast
Cultural Foundation

None

Note: The information above is provided by all corporate shareholders, based on which the company makes the disclosure.

  • Major shareholders of corporate shareholders if such shareholders are corporates (share - holders with top ten shareholdings)

April 30, 2021

April30,2021
Corporate name Major shareholders of corporate shareholders
Baifu Investment
Co., Ltd. (shares)
Min-Tuan Chen (48.48%), Kuan-Hua Chen (30.75%), Mei-Yu
Huang (12.90%), Dongshu Investment Co., Ltd. (2.68%), Yipin Re-
source Co., Ltd. (0.19%), Yi-Wen Chen (1.42%), Yi-Ching Chen
(1.44%), Pin-Chen Chen (1.18%), Yi-Pei Yeh (0.77%), Pin-Hsue
Chen(0.19%)
Consortium Legal
Person Fukang
Cultural and Edu-
cational Foundation

None

Note: The information above is provided by all corporate shareholders, based on which the compa-

ny makes the disclosure.

11

Director Information

Condition
Name
Whether having more than five
years of work experience and
the following professional qual-
ifications.
Whether having more than five
years of work experience and
the following professional qual-
ifications.
Whether having more than five
years of work experience and
the following professional qual-
ifications.
Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Compliance with independence requirements (note). Number of
concurrent
independent
director posi-
tions of other
public compa-
nies.

Lecturer or above of a public or private college or
university in business, law, finance, accounting or a
relevant discipline required for the company’s
business.
Judge, prosecutor, lawyer, accountant or another
type of professional or technical personnel who has
passed the national examination required for the
company’s business.
Work experience in business, law, finance, ac-
counting or any other field required for the compa-
ny’s business.
1 2 3 4 5 6 7 8 9 10 11 12
Dongshu Invest-
ment Co., Ltd.
Representative:
Min-Tuan Chen
ˇ ˇ ˇ ˇ ˇ 0
Dongshu Invest-
ment Co., Ltd.
Representative:
Tien-Chih Chen
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Consortium Legal
Person Chao-Shu
Chen Public Wel-
fare Charity
Foundation
Representative:
Kuan-Hua Chen
ˇ ˇ ˇ ˇ ˇ 0
Consortium Legal
Person Chao-Shu
Chen Public Wel-
fare Charity
Foundation
Representative:
Chang-Chih Wu
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Likai Investment
Co., Ltd.
Representative:
Li-HsiangCheng
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Changching Co.,
Ltd.
Representative:
Chao-Hsiung
Yang
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Consortium Legal
Person Southeast
Cultural Founda-
tion
Representative:
Chien-Hao Chen
ˇ ˇ
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Independent di-
rector: Wen-Tsai
Yang
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1
Independent di-
rector: Chin-Pao
Yeh
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Independent di-
rector: Yu-Hsin
Chuang
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0

12

  • Note : If the director or supervisor meets the following conditions in the two years before their election and during the term of office, please mark “  ” in the space below each condition code.

  • (1) The director or supervisor is not an employee of the Company or its affiliated enterprises.

  • (2) The director or supervisor is not a director or supervisor of the company or its affiliated enterprises (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (3) The director or supervisor, or his/her spouse or minor children or in another person’s name, does not hold more than 1% of the total issued shares of the company or is not a top ten shareholder.

  • (4) The director or supervisor is not a manager in (1) or the spouse, second-tier relative or third-tier relative of the persons listed in (2) or (3).

  • (5) The director or supervisor is not a director, supervisor or employee of a corporate shareholder which directly holds more than 5% of the total issued shares of the company or a top five shareholder, or is designated as a representative to serve as a director or supervisor of the company in accordance with paragraph 1 or 2 of Article 27 of the Company Act (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (6) The director or supervisor is not a director, supervisor or employee of another company which has a seat on the board of directors, or more than half of its shares with voting rights are controlled by the same owner of this company (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (7) The director or supervisor is not a director, supervisor or employee of another company or institution who is the same person or spouse as the chairman, president or an equivalent position of the company (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (8) The director or supervisor is not a director, supervisor or manager of another company or institution which has financial or business dealings with the company, or is a shareholder holding more than 5% of the shares of the company (not applicable if the company or institution holds more than 20% but no more than 50% of the total issued shares of the company, with concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (9) The director or supervisor is not a professional, sole proprietor, partner, business owner or partner, or a director, supervisor, manager or the spouse of the above of a company or institution which provides audit services to the company or its affiliated enterprises, or the cumula-

13

tive remuneration amount of which in the past two years exceeds NT$500,000 for business, legal affairs, finance or accounting related services. However, this does not apply to the members of the Compensation Committee or Special Committee for Merger/Consolidation and Acquisition who perform their responsibilities in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) The director or supervisor has no spouse or second-tier relative relationship with other directors.

  • (11) There are no such circumstances as in Article 30 of the Company Act.

  • (12) The director or supervisor is not a government agency, a legal person or their representative as stipulated in Article 27 of the Company Act.

(II) Information of the president, vice presidents, function directors and heads of various departments and branches

April 30, 2020

Job title Nationality
Name
Gender
Election
(office
taking)
date
on el ection date Shareholding of
spouse and minor
children
Shareholding of
spouse and minor
children
Shareholding in the
names of others
Shareholding in the
names of others
Major expe-
rience (edu-
cation)
Concurrent
positions
at other
companies
at the
moment

Managers with a
spouse or second-tier
relative
relationship

Managers with a
spouse or second-tier
relative
relationship

Managers with a
spouse or second-tier
relative
relationship
Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio

Number
of
shares

Shareholding
ratio
Job
title
Name Relationship
President Taiwan Chang-Chih
Wu

Male
July 100 41,869 0.01 0 0 0 0 Chengchi
University
Bachelor,
Statistics
Department
Southeast
Investment
Director

None
None None
Management
Department
Senior
manager

Taiwan
Chun-Chieh
Lin

Male
February
2014
1,601 0 0 0 0 0 Bachelor,
Civil Engi-
neering
Department,
Cheng Shiu
University
Southeast
Asset
Director
None None None
Finance
Department
Manager
Taiwan Hsin-Han
Huang
Male January
2005
0 0 0 0 0 0 School of
Business
Management,
Tunghai
University

Southeast
Gaoliang
Supervisor
None None None
Business
Department
Manager
Taiwan Jung-Tsung
Tang
Male July 2010 445 0 0 0 0 0 Tunghai
University
Director,
Tiancheng
Concrete

None
None None
Kaohsiung
plants
Plant man-
ager
Taiwan Yen-Hui
Wu
Male November
2013

1,718
0 0 0 0 0 Bachelor,
Mining
Department,
Taipei
College of
Technology
Southeast
Investment
Director

None
None None

14

(III) Remuneration of general directors and independent directors, the president and vice presidents:

1. Remuneration of general directors and independent directors:

Unit: NT$ thousand

Job title Name Directors’ rem Directors’ rem Directors’ rem uneration uneration uneration Ratio of the to
C and D to n
after
tal of A, B,
et income
tax
Receipt of rem Receipt of rem uneration as concu uneration as concu rrent employees rrent employees rrent employees rrent employees Ratio of t
amount of
D, E, F a
net profit a
he total
A, B, C,
nd G to
fter tax
Remuneration
received from a non-subsidiary
reinvested enterprise orparent company
Remunera tion (A)
Retirement pension
(B)
Directors’ remu-
neration (C)
(note 1)
B
exec
usiness
ution fee
(D)
Salary, bonus and
special fee (E)
Retirement
pension (F)(
note 2)
Employees’
remuneration (G)
All companies in the financial report of
the company
All companies in the financial report of
the company
All companies in the financial report of
the company
All companies in the financial report of
the company
All companies All companies in the fi-
nancial report of the
company
All companies in the financial report of
the company
All companies in the financial report of
the company
All compa-
nies
in the finan-
cial report of
the company
All companies in the financial report of
the company
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Chairman Dongshu Investment Co., Ltd.
Representative: Min-Tuan Chen
0 0 0 0 114 114 530 555 2.91% 3.02% 3,901 4,621 108 108 0 0 0 0 21.00% 24.36% None
Director Dongshu Investment Co., Ltd.
Representative: Tien-Chih Chen
Vice Chairman Consortium Legal Person
Chao-Shu Chen
Public Welfare Charity Founda-
tion
Representative: Kuan-Hua Chen
0 0 0 0 115 115 530 555 2.91% 3.02% 3,353 3,985 178 178 16 0 16 0 18.92% 21.88% None
Director Consortium Legal Person
Chao-Shu Chen
Public Welfare Charity Founda-
tion
Representative: Chang-Chih Wu
Director Likai Investment Co, Ltd.
Representative: Li-HsiangCheng
0 0 0 0 57 57 255 255 1.41% 1.41% 0 0 0 0 0 0 0 0 1.41% 1.41% None
Director Changching Co., Ltd.
Representative: Chao-Hsiung
Yang
0 0 0 0 57 57 265 265 1.45% 1.45% 0 0 0 0 0 0 0 0 1.45% 1.45% None
Director Consortium Legal Person South-
east Cultural Foundation
Representative: Chien-Hao Chen
0 0 0 0 57 57 260 260 1.43% 1.43% 0 0 0 0 0 0 0 0 2.06% 1.43% None
Independent
directors
Wen-Tsai Yang 0 0 0 0 0 0 505 505 2.88% 2.28% 0 0 0 0 0 0 0 0 2.88% 2.28% None
Independent
directors
Chin-Pao Yeh 0 0 0 0 0 0 505 505 2.88% 2.28% 0 0 0 0 0 0 0 0 2.88% 2.28% None
Independent
directors
Yu-Hsin Chuang 0 0 0 0 0 0 500 500 2.26% 2.26% 0 0 0 0 0 0 0 0 2.26% 2.26% None

Note 1: The 2020 directors’ remuneration is a proposed number.

Note 2: The actual payment of the retirement pension in 2020 is NT$0; the expense allocations of retirement pension are NT$286 thousand and NT$286 thousand, respectively.

15

Remuneration Tier Table

Remuneration Tier Table Remuneration Tier Table Remuneration Tier Table Remuneration Tier Table
Tiers of remuneration of direc-
tors of the company
Director name
Total remuneration of the first four
items (A + B +C+ D)
Total remuneration of the first seven
items (A + B +C+ D + E + F +G)
All companies All companies in
the financial re-
port H
All companies All companies in
the financial re-
port I
Below NT$1,000,000 Min-Tuan Chen
Tien-Chih Chen
Kuan-Hua Chen
Chang-Chih Wu
Li-Hsiang Cheng
Chien-Hao Chen
Chao-Hsiung Yang
Wen-Tsai Yang
Chin-Pao Yeh
Yu-Hsin Chuang
Min-Tuan Chen
Tien-Chih Chen
Kuan-Hua Chen
Chang-Chih Wu
Li-Hsiang Cheng
Chien-Hao Chen
Chao-Hsiung Yang
Wen-Tsai Yang
Chin-Pao Yeh
Yu-Hsin Chuang
Tien-Chih Chen
Li-Hsiang Cheng
Chien-Hao Chen
Chao-Hsiung Yang
Wen-Tsai Yang
Chin-Pao Yeh
Yu-Hsin Chuang
Tien-Chih Chen
Li-Hsiang Cheng
Chien-Hao Chen
Chao-Hsiung Yang
Wen-Tsai Yang
Chin-Pao Yeh
Yu-Hsin Chuang
NT$1,000,000 (inclu-
sive)–NT$2,000,000
Chang-Chih Wu Chang-Chih Wu
NT$2,000,000 (inclu-
sive)–NT$3,500,000
Kuan-Hua Chen Kuan-Hua Chen
NT$3,500,000 (inclu-
sive)–NT$5,000,000
Min-Tuan Chen
NT$5,000,000 (inclu-
sive)–NT$10,000,000
Min-Tuan Chen
NT$10,000,000 (inclu-
sive)–NT$15,000,000
NT$15,000,000 (inclu-
sive)–NT$30,000,000
NT$30,000,000 (inclu-
sive)–NT$50,000,000
NT$50,000,000 (inclu-
sive)–NT$100,000,000
More than NT$100,000,000
Total

2. Remuneration of the president and vice presidents:

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Job title Name Salary (A) Retirement
pension (B)
(note 2)
Bonus and
special sub-
sidy (C)
Employees’ remuner-
ation (D)
Ratio of the
total of A, B,
C and D to
net income
after tax (%)
Remuneration received from a
non-subsidiary reinvested enter-
prise or parent company
This Company in the financial report of
the company
This Company in the financial report of
the company
This Company in the financial re-
port of the company
All
compa-
nies
(note 1)
in the
financial
report of
the
company

This Company
in the financial re-
port of the company
Cash
amount
Stock
amount
Cash
amount
Stock
amount
President Chang-Chih Wu 1,130 1,130 70 70 242 242 50 0 50 0 6.73% 6.73%
None

Note 1: The 2020 employees’ remuneration is a proposed number.

16

Note 2: The actual payment of the retirement pension and the expense allocation of retirement pension in 2020 are NT$0 and NT$70 thousand, respectively.

Remuneration Tier Table

Tiers of remuneration of the president and
vice presidents of the company
Names of the president and vice presidents Names of the president and vice presidents
All companies in the financial report of
the company
BelowNT$1,000,000
NT$1,000,000 (inclusive)–NT$2,000,000 Chang-ChihWu Chang-ChihWu
NT$2,000,000 (inclusive)–NT$3,500,000
NT$3,500,000 (inclusive)–NT$5,000,000
NT$5,000,000 (inclusive)–NT$10,000,000
NT$10,000,000 (inclusive)–NT$15,000,000
NT$15,000,000 (inclusive)–NT$30,000,000
NT$30,000,000 (inclusive)–NT$50,000,000
NT$50,000,000 (inclusive)–NT$100,000,000
Morethan NT$100,000,000
Total

3. Name of the manager assigning employees’ remuneration and dispatch situation:

Unit: NT$thousand Unit: NT$thousand
Job title Name Stock
amount
Cash
amount
(note)
Total Ratio of the
total amount
to net in-
come after
tax (%)
relationship President Chang-Chih
Wu
0 78 78 0.35%
Financial
Manager
Hsin-Han
Huang

Note: The 2020 employees’ remuneration is a proposed number.

  • (IV) Analysis of the ratio of the total amount of remuneration paid to directors (including independent directors), the president and vice presidents of the company to the net profit after tax in the last two years by the company and all companies in the consolidated financial statements, and the relationship between the policy, standard and combination of remuneration, the procedures for determining remuneration and business performance and future risks:

Ratio of the total amount of remuneration paid to directors (including independent directors), the president and vice presidents of the company to the net

17

profit after tax in the last two years by the company:

Annual remunera-
tion details
Company name
Directors’
remuneration
Directors’
remuneration
Supervisors’
remuneration
Supervisors’
remuneration
Remuneration of
the president and
vice presidents
Remuneration of
the president and
vice presidents
Total of
items
the three
above
2020 2019 2020 2019 2020 2019 2020 2019
All companies 51.03
%
39.54% 0% 0% 6.73% 3.77% 57.76% 43.31%
All companies in
the consolidated
report
57.35
%
45.87% 0% 0% 6.73% 3.77% 64.08% 49.64%
  1. The ratio of the remuneration the company pays to directors (including independent directors), the president and vice presidents is higher than that of 2019, and the reason is the reduced net income after tax in 2019.

  2. The company’s policy, standard and combination for remuneration payment is handled in accordance with the articles of association of the company:

The travel expenses and compensation of all directors (including independent directors) are assessed by the Compensation Committee and determined by the board meeting, and the general employee compensation is submitted by the president to the chairman for approval, regardless of the company’s profit or loss.

The company has a president, and their appointment, dismissal and compensation shall be handled in accordance with Article 29 of the Company Act.

When there is surplus in the final accounts of the company, the board meeting shall draw up a distribution resolution and submit it to the shareholders’ meeting for report; the remuneration of directors (including independent directors) shall account for 3% of the amount for distribution.

  1. Relationship between remuneration and business performance and future risks:

Fixed salary and remuneration: None.

Directors’ remuneration and bonus from earnings distribution: There is a positive correlation.

Correlation with future risk: None.

18

IV. Corporate governance operation status

(I) Board meeting operation status:

In the most recent year (2020) the board meeting was held 5 (A) times, and the attendance of directors is as follows:

Job title Name Name Actual
number of
attendance
(as either a
voting or
nonvoting
member)
Actual
number of
attendance
(as either a
voting or
nonvoting
member)
Number of
delegated
attendance
Actual rate
of attend-
ance (as
either a
voting or
nonvoting
member)
(%)
【B/A】
Actual rate
of attend-
ance (as
either a
voting or
nonvoting
member)
(%)
【B/A】
Note
Chairman Dongshu Investment Co., Ltd.
Representative: Min-Tuan Chen
5 0 100
Vice
Chairman
Consortium Legal Person Chao-Shu
Chen Public Welfare Charity
Foundation
Representative: Kuan-Hua Chen
5 0 100
Director Dongshu Investment Co., Ltd.
Representative: Tien-Chih Chen
5 0 100
Director Consortium Legal Person Chao-Shu
Chen Public Welfare Charity
Foundation
Representative: Chang-Chih Wu
5 0 100
Director Likai Investment Co., Ltd.
Representative: Li-HsiangCheng
3 2 60
Director Consortium Legal Person Southeast
Cultural Foundation
Representative: Chien-Hao Chen
4 1 80
Director Changching Co., Ltd.
Representative: Chao-HsiungYang
5 0 100
Inde-
pendent
directors
Wen-Tsai Yang 5 0 100
Inde-
pendent
directors
Chin-Pao Yeh 5 0 100
Inde-
pendent
directors
Yu-Hsin Chuang 4 0 80
Other matters to be recorded:
I. If the operation of the meeting has any of the following circumstances, state the date, session
number and proposal contents of the board meeting, all independent directors’ opinions, and the
company’s handling of independent directors’ opinions:
(I)Matters listed in Article 14-3 of the Securities and Exchange Act: None.
Meeting
date
Session
number
Proposal contents
All independent direc-
tors’ opinions
Handling of
independent
directors’
opinions
March
17, 2020
13~~th~~ses-
sion of
1. Revision of some arti-
cles of the“Rules of
Approved and passed by
all independent directors.
None
Meeting
date
Session
number
Proposal contents All independent direc-
tors’ opinions
Handling of
independent
directors’
opinions
March
17, 2020
13~~th~~ses-
sion of
1. Revision of some arti-
cles of the“Rules of
Approved and passed by
all independent directors.
None

19

the 31~~st~~
term
Procedures for Share-
holders’ Meetings.”
2. Revision of some arti-
cles of the “Ethical
Corporate Manage-
ment Best-Practice
Principles.”
3. Revision of some arti-
cles of the “Code of
Practice in Corporate
Governance.”
4. Revision of some arti-
cles of the “Corporate
Social Responsibility
Best-Practice Princi-
ples.”
5. Revision of some arti-
cles of the “Rules of
Procedures for Board
Meetings.”
May 8,
2020
14~~th~~ses-
sion of
the 31st
term
1. Proposal of revision of
some articles of the
“Articles of Associa-
tion.”
Approved and passed by
all independent directors.
None
August
11, 2020
2~~nd~~ses-
sion of
the 32nd
term
1. Proposal of revision of
some articles of the
company’s “Rules of
Procedures for Share-
holders’ Meetings.”
2. Proposal of revision of
some articles of the
company’s “Rules of
Procedures for Board
Meetings.”
3. Proposal of revision of
some articles of the
company’s “Organiza-
tional Rules of the
Audit Committee.”
4. Proposal of revision of
some articles of the
company’s “Code of
Ethical Conduct.”
5. Proposal of revision of
some articles of the
company’s “Financial
Statement Preparation
Process Management”
Approved and passed by
all independent directors.
None
August
11, 2020
3~~rd~~ses-
sion of
the 32nd
term
1. Revision of some arti-
cles of the company’s
“Accounting Profes-
sional Judgment, Ac-
counting Policy and
Estimated Change
Approved and passed by
all independent directors.
None

20

Operation Proce-
dures.”
2. Proposal of revision of
some articles of the
company’s “Rules on
the Scope of Duties of
Independent Direc-
tors.”
3. Revision of some arti-
cles of the company’s
“Measures for Perfor-
mance Self-evaluation
of the Board of Direc-
tors.”
4. Proposal of a NT$200
million loan to South-
east Asset Develop-
ment Co., Ltd. (here-
inafter referred to as
Southeast Asset), a
100% owned subsidi-
ary of the company.
5. The company’s con-
tinued lease of the
Kaohsiung Plant of
Chentai Cement Co.,
Ltd.
Operation Proce-
dures.”
2. Proposal of revision of
some articles of the
company’s “Rules on
the Scope of Duties of
Independent Direc-
tors.”
3. Revision of some arti-
cles of the company’s
“Measures for Perfor-
mance Self-evaluation
of the Board of Direc-
tors.”
4. Proposal of a NT$200
million loan to South-
east Asset Develop-
ment Co., Ltd. (here-
inafter referred to as
Southeast Asset), a
100% owned subsidi-
ary of the company.
5. The company’s con-
tinued lease of the
Kaohsiung Plant of
Chentai Cement Co.,
Ltd.
Operation Proce-
dures.”
2. Proposal of revision of
some articles of the
company’s “Rules on
the Scope of Duties of
Independent Direc-
tors.”
3. Revision of some arti-
cles of the company’s
“Measures for Perfor-
mance Self-evaluation
of the Board of Direc-
tors.”
4. Proposal of a NT$200
million loan to South-
east Asset Develop-
ment Co., Ltd. (here-
inafter referred to as
Southeast Asset), a
100% owned subsidi-
ary of the company.
5. The company’s con-
tinued lease of the
Kaohsiung Plant of
Chentai Cement Co.,
Ltd.
Evaluation
Cycle
Evaluation
Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Once a year January 1,
2020 ~ De-
cember 31,
2020
Board of di-
rectors
Self-evaluati
on of board
of directors
The measurement items of the
performance evaluation of the
board of directors cover the fol-
lowing five aspects (45 indica-
tors): degree of participation in
the company’s operations, im-
provement in the deci-
sion-making quality of the
board, composition and structure
of the board of directors, elec-
tion and continuing study of
directors,andinternalcontrol.
Once a year January 1,
2020~De-
Individual
board mem-
Self-evaluati
on of board
The measurement items of the
performance evaluation of indi-

21

cember 31, bers members vidual directors cover the fol-
2020 lowing six aspects (23 indica-
tors): mastery of company goals
and tasks, awareness of the di-
rector’s responsibilities, degree
of participation in the compa-
ny’s operations, internal rela-
tionship management and
communication, professional
and continuing study by the di-
rector, and internal control.
Once a year January 1, Functional Self-evaluati The measurement items of the
2020 ~ De- committees on of board performance evaluation of func-
cember 31, members tional committees cover the
2020 following five aspects (26 indi-
cators): degree of participation
in the company’s operations,
awareness of the functional
committee’s responsibilities,
improvement in the deci-
sion-making quality of the func-
tional committee, composition
of the functional committee and
election of its members, and
internal control.
IV. Strengthened goals of the board meeting (such as the establishment of an audit committee, en-
hancing information transparency, etc.) and the implementation status in the current period and
the most recent year:
(I) Formulation of the “Rules of Procedures for Board Meetings” to serve as the basis for the
operation of the board meeting.
(II) Regular or irregular announcements of financial business information in accordance with
the law.
(III) Establishing the Remuneration Committee to formulate and regularly review and evaluate
the reasonableness of the remuneration policies, systems, standards and structures for di-
rectors and managers, and submit the suggestion to the board meeting for discussion.
(IV) Establishing the Audit Committee to be responsible for the assessment of the effectiveness
of the internal control system and significant matters related to the regulations of the com-
pany or the competent authority, and submitting it to the board meeting for discussion.
V. Assessment conclusion: assessment bythe company's board of directors is well.
  • (II) Status of the Audit Committee’s participation in the operation of the board

meeting:

  1. Audit Committee’s operation status:

In the most recent year (2020) the Audit Committee meeting was held five (A)

times, and the attendance of independent directors is as follows:

Job title Name Actual number
of attendance
(as either a vot-
ing or nonvoting
member)
Number of
delegated
attendance
Actual rate of at-
tendance (as either a
voting or nonvoting
member) (%) [B/A]
Note

22

Independent
directors
Wen-Tsai
Yang
Wen-Tsai
Yang
5 0 0 100 100
Independent
directors
Chin-Pao
Yeh
5 0 100
Independent
directors
Yu-Hsin
Chuang
4 0 80
Other matters to be recorded:
I. If the operation of the Audit Committee meeting has any of the following circumstances, state the
date, session number and proposal contents of the Audit Committee meeting, the Audit Com-
mittee’s resolutions, and the company’s handling of the Audit Committee’s opinions:
(I)Matterslistedin Article14-5of the SecuritiesandExchangeAct.
Meeting
date
Session
number
Proposal contents
Resolution of the
Audit Committee’s
resolutions
Handling of
the Audit
Committee’s
opinions
March 17,
2020
16th
session
of
the
1stterm
1. The company’s 2019 internal
control system statement.
2. The company’s 2019 remuner-
ation for employees and di-
rectors.
3. The company’s 2019 business
report, individual financial
report and consolidated finan-
cial report.
4. The company’s 2019 earnings
distribution.
5. Independence assessment of the
independent auditor of the
2020 financial statement.
6. Revision of some articles of the
“Rules of Procedures for
Shareholders’ Meetings.”
7. Revision of some articles of the
“Ethical Corporate Manage-
ment Best-Practice Princi-
ples.”
8. Revision of some articles of the
“Code of Practice in Corpo-
rate Governance.”
9. Revision of some articles of the
“Corporate Social Responsi-
bility Best-Practice Princi-
ples”
10. Revision of some articles of
the “Rules of Procedures for
BoardMeetings.”
Approved and
passed by all Audit
Committee mem-
bers.
None.
May 8,
2020
17th
session
of
the
1stterm
1. Draft amendment to the
“Company Charter” section.
All Auditors ap-
proved.
None
August 11,
2020
1stses-
sion of
the 2nd
term
1. Proposal of revision of some
articles of the company’s “Rules
of Procedures for Shareholders’
Meetings.”
All Auditors ap-
proved.
None
Meeting
date
Session
number
Proposal contents Resolution of the
Audit Committee’s
resolutions
Handling of
the Audit
Committee’s
opinions
March 17,
2020
16th
session
of
the
1stterm
1. The company’s 2019 internal
control system statement.
2. The company’s 2019 remuner-
ation for employees and di-
rectors.
3. The company’s 2019 business
report, individual financial
report and consolidated finan-
cial report.
4. The company’s 2019 earnings
distribution.
5. Independence assessment of the
independent auditor of the
2020 financial statement.
6. Revision of some articles of the
“Rules of Procedures for
Shareholders’ Meetings.”
7. Revision of some articles of the
“Ethical Corporate Manage-
ment Best-Practice Princi-
ples.”
8. Revision of some articles of the
“Code of Practice in Corpo-
rate Governance.”
9. Revision of some articles of the
“Corporate Social Responsi-
bility Best-Practice Princi-
ples”
10. Revision of some articles of
the “Rules of Procedures for
BoardMeetings.”
Approved and
passed by all Audit
Committee mem-
bers.
None.
May 8,
2020
17th
session
of
the
1stterm
1. Draft amendment to the
“Company Charter” section.
All Auditors ap-
proved.
None
August 11,
2020
1stses-
sion of
the 2nd
term
1. Proposal of revision of some
articles of the company’s “Rules
of Procedures for Shareholders’
Meetings.”
All Auditors ap-
proved.
None

23

2. Proposal of revision of some
articles of the company’s “Rules
of Procedures for Board Meet-
ings.”
3. Proposal of revision of some
articles of the company’s “Or-
ganizational Rules of the Audit
Committee.”
4. Proposal of revision of some
articles of the company’s “Code
of Ethical Conduct.”
5. Proposal of revision of some
articles of the company’s “Fi-
nancial Statement Preparation
ProcessManagement”
November
10, 2020
2nd
session
of the
2nd
term
1. Declaration of the company’s
2021 internal audit plan.
2. Revision of some articles of the
company’s “Accounting Profes-
sional Judgment, Accounting
Policy and Estimated Change
Operation Procedures.”
3. Proposal of revision of some
articles of the company’s “Rules
on the Scope of Duties of Inde-
pendent Directors.”
4. Revision of some articles of the
company’s “Measures for Per-
formance Self-evaluation of the
Board of Directors.”
5. Proposal of a NT$200 million
loan to Southeast Asset Devel-
opment Co., Ltd. (hereinafter re-
ferred to as Southeast Asset), a
100% owned subsidiary of the
company.
6. The company’s continued lease
of the Kaohsiung Plant of
Chentai Cement Co.,Ltd.
All Auditors ap-
proved.
None

24

plan at the initial audit planning stage of each year, and will regularly report the results of the annual and semi-annual financial statement audit or review and other communication matters required by relevant laws and regulations. If there are special circumstances, he/she will report to the members of the Audit Committee in a timely manner; there were no such special circumstances in 2020. The members of the Audit Committee of the company communicated well with the independent auditor.

  1. Supervisors’ participation in the operation of the board meeting: The company has established an Audit Committee to replace the supervisors after the reelection of the 2017 general shareholders’ meeting.

(III) Differences between the corporate governance operation and the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons:

Evaluation items Operating status Operating status Operating status Differences
from the Corpo-
rate Governance
Best-Practice
Principles for
TWSE/TPEx
Listed Compa-
nies and the
reasons:
Yes No Summary description
I. Has the company been in
compliance with the
“Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed Com-
panies” and disclosed the
company’s own corporate
governance Best-Practice
principles?

Yes
The company has formulated the
“Corporate Governance
Best-Practice Principles,” which
is based on the principles of: 1.
Protecting the rights and interests
of shareholders; 2. Strengthening
the functions of the board of di-
rectors; 3. Respecting the rights
and interests of stakeholders; 4.
Improving information transpar-
ency. Rules of procedure,
measures for electing directors,
etc.

None
II. The company’s share-
holding structure and
shareholders’ equity
(I) Has the company estab-
lished internal operation
procedures to deal with
shareholders’ sugges-
tions, doubts, disputes
and lawsuits, and im-
plemented them in ac-
cordance with the pro-
cedures?
(II) Does the company have
a list of major share-
holders and ultimate
controllers of major
Yes
Yes
(I)
If shareholders have sug-
gestions or disputes related
to stock affairs to reflect to
the company, there are
dedicated personnel and a
stock affairs agency to han-
dle shareholder sugges-
tions, doubts, disputes and
litigation matters.
(II) The company keeps a list of
major shareholders and
their controllers in good
time, and discloses it every

None
None

25

shareholders who actu-
ally control the compa-
ny?
(III) Has the company estab-
lished and implemented
risk control and firewall
mechanisms with affili-
ated enterprises?
(IV) Does the company have
internal regulations that
prohibit insiders of the
company from buying
and selling securities
using non-public infor-
mation?
Yes
Yes
month in accordance with
regulations.
(III) The company has estab-
lished measures for loans to
others, endorsement guar-
antees or business dealings
with affiliated enterprises to
strictly control risks. The
company has a full-time
unit responsible for the
management of reinvest-
ment businesses. This unit
regularly monitors the op-
eration and financial status
of reinvested companies,
and is responsible for
communication and coor-
dination of related work.
(IV) The company has regula-
tions such as “Code of Eth-
ical Conduct” and “Code of
Ethical Conduct for Em-
ployees,” which prohibit
company insiders from us-
ing undisclosed information
not yet available on the
market to buy and sell se-
curities.



None
None
III. Composition and respon-
sibilities of the board of
directors
(I) Has the board of direc-
tors formulated and im-
plemented a diversifica-
tion policy on the com-
position of members?
(II) In addition to the Com-
pensation Committee
and the Audit Commit-
tee established in ac-
cordance with the law,
does the company vol-
untarily establish other
functional committees?
(III) Has the company for-
mulated performance
evaluation measures and
evaluation methods for
the board of directors,
Yes
Yes
Yes
(I) There are 10 directors of
the company, whose exper-
tise covers finance, law,
operation and marketing to
provide professional rec-
ommendations on company
operations and implement
them.
(II) The company has estab-
lished the Compensation
Committee and the Audit
Committee in accordance
with the law.
(III) The company has estab-
lished performance evalua-
tion measures and methods
for the board of directors,
conductsperformance
None
None
None

26

conducted annual and
regular performance
evaluations, reported the
results of performance
evaluations to the board
meeting, and used them
as a reference for the
remuneration of indi-
vidual directors and the
nomination for term re-
newal?
(IV) Does the company reg-
ularly assess the inde-
pendence of the inde-
pendent auditor?
Yes evaluation regularly every
year, and reports the results
of performance evaluation
to the board meeting.
(IV) The company asked the in-
dependent auditor to reply
to the “Independence As-
sessment Questionnaire for
Independent Auditor” and
provides the “Declaration
of Transcendent Independ-
ence,” and submitted the
relevant assessment results
to the board meeting on
March 17, 2020 for discus-
sion. The independent au-
ditor’s independence as-
sessment form is detailed in
note 1 (page 26). In addi-
tion, the rotation of inde-
pendent auditors is also
handled in accordance with
relevant regulations.

None
IV. Is the listed or OTC
company equipped with
competent and an ap-
propriate number of
corporate governance
personnel, and has it
designated a corporate
governance director to
be responsible for cor-
porate governance re-
lated matters (including
but not limited to
providing information
required by directors
and supervisors to carry
out business, assisting
directors and supervisors
to comply with laws and
regulations, managing
related matters of the
board meeting and
shareholders’ meeting in
accordance with laws,
takingminutes of the


Yes
According to the duties of each
unit, the dedicated unit of the
company is responsible for cor-
porate governance-related mat-
ters, including the secretary of-
fice of the board of directors as
the liaison window of directors
(including independent directors)
responsible for organizing the
board meeting and taking the
minutes of the board meeting in
accordance with the law; the fi-
nance department is responsible
for providing the information
required by the directors (in-
cluding independent directors) to
carry out business, organizing
the shareholders’ meeting and
taking the minutes of sharehold-
ers’ meetings in accordance with
the law.


None

27

board meeting and
shareholders’ meeting,
etc.)?
V. Has the company estab-
lished a communication
channel with stakehold-
ers (including but not
limited to shareholders,
employees, customers
and suppliers), set up a
stakeholder area on the
company’s website, and
properly responded to
major corporate social
responsibility issues of
concern to stakeholders?

Yes
The company and interested par-
ties have established smooth
communication channels: (I)
Shareholders: 1. The sharehold-
ers’ meeting is held in the second
quarter of each year and each
proposal is voted case by case,
and investors can fully partici-
pate in the voting process
of each proposal. 2. The annual
report and business report for the
shareholder’ meeting are issued
every year for investors to in-
quire online or obtain paper data.
3. The revenue of the previous
month is announced on the
MOPS and company website
every month. (II) Employees:
employee training (every year),
employee welfare committee,
and occupational safety and
health committee (every three
months). (III) Communities and
localities: Social welfare and
donations to neighbors are pro-
vided. (IV) Customers: 1. Cus-
tomer feedback information is
obtained through customer satis-
faction surveys (annual), quality
assurance, market surveys, regu-
lar and irregular visits and cus-
tomer interviews. 2. Strengthen-
ing technical services, proac-
tively marketing technologies,
responding to customer needs in
real time, and supplying products
with stable quality. 3. Innovating
and developing new products
and new businesses to provide
customers with better and more
comprehensive services. In addi-
tion, the corporate social respon-
sibility zone
(http://www.chc.com.tw/) is set
up on the company’s website
which helps the company under-
stand the issues that stakeholders
are concerned about and respond
appropriately, and refer to feed-
back from all walks of life for
continuous improvement.




None

28

VI. Has the company ap-
pointed a professional
agency to handle the af-
fairs of the shareholders’
meeting?

Yes
The Company has appointed the
Stock Affairs Agency Depart-
ment of Yuanta Securities Co.,
Ltd. to handle the relevant affairs
of the shareholders’meeting.
None
VII. Information Disclosure
(I) Has the company set up
a website to disclose fi-
nancial and corporate
governance information?
(II) Does the company
adopt other ways of in-
formation disclosure
(such as setting up an
English website, ap-
pointing a dedicated
person to be responsible
for the collection and
disclosure of the com-
pany’s information, im-
plementing the spokes-
person system, and
placing on the compa-
ny’s website the process
of the seminar for insti-
tutional investors)?
(III)
Does the company
announce and declare
the annual financial
report within two
months after the end
of the fiscal year, and
announce and declare
the first, second and
third quarter financial
report and the opera-
tion of each month
ahead of the required
time limit?



Yes
Yes
No (I)
The company uses the
company’s website and the
MOPS of the TWSE to
regularly disclose the
company’s financial and
significant information.
(II) The company has a dedi-
cated person responsible
for the collection and dis-
closure of additional in-
formation, and has a
spokesperson and an acting
spokesperson.
(III) The company announces
and declares the annual fi-
nancial report within three
months after the end of the
fiscal year, and announces
and declares the first, se-
cond, and third quarter fi-
nancial reports and operat-
ing conditions of each
month before the pre-
scribed deadline.
None
None
None
VIII. Whether the company has other important information to help understand the operation of
corporate governance (including but not limited to employee rights and interests, employee
care, investor relations, supplier relations, rights of interested parties, the status of directors’
and supervisors’ further education, the implementation of risk management policies and risk
measurement standards, the implementation of customer policies, the company’s purchase
of liability insurance policy for directors and supervisors)?
(I) The company has formulated relevant personnel management measures, allocated la-
bor pensions, handled employee group insurance and the care for retirees in accord-
ance with the law to protect the rights and interests of employees.
(II) The company has formulated employee pension measures, established an employee
welfare committee, formulated employee mutual aid measures and provides employee
benefits to take care of employees and their families.
(III) The company has appointed Yuanta Securities, a professional stock agency company,

29

to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
to be responsible for investor services, and provide honest disclosure of company in-
formation in accordance with the law to protect the rights and interests of investors and
fulfill the company’s responsibilities to shareholders.
(IV) The company establishes contracts in a transparent manner and provides guarantees as
needed to protect the rights of interested parties.
(V) The status of further learning of directors (including independent directors):
Job title Name Time Course Title Hours Total
hours
~~C~~hairman Min-Tuan
Chen
September 3,
2020
2020 promotional seminar on preventing
insider information dissemination and
insider equity transactions
3 6
November 16,
2020

2020 Promotion meeting for directors
and supervisors on corporate governance
and corporate integrity
3
Vice
Chairman
Kuan-Hua
Chen
September 3,
2020
2020 promotional seminar on preventing
insider information dissemination and
insider equity transactions
3 6
November 16,
2020

2020 Promotion meeting for directors
and supervisors on corporate governance
and corporate integrity
3
Director Tien-Chih
Chen
September 3,
2020
2020 promotional seminar on preventing
insider information dissemination and
insider equity transactions
3 6
December 29,
2020
The impact of COVID-19 on corporate
governance and corporate countermeas-
ures
3
~~D~~irector Li-Hsiang
Cheng
September 22,
2020

Summit forum of “Corporate Governance
3.0—Sustainable Development Blue-
print”for listed companies

3
6
October 23,
2020
2020 Promotion meeting for directors
and supervisors on corporate governance
and corporate integrity
3
~~D~~irector Chien-Hao
Chen

September 22,
2020

Summit forum of “Corporate Governance
3.0—Sustainable Development Blue-
print”for listed companies

3
6
September 23,
2020

2020 Promotion meeting for directors
and supervisors on corporate governance
and corporate integrity
3
Director Chao-Hsiu
ng Yang
November 13,
2020

Analysis of latest corporate governance
policies and establishment of “corporate
governance personnel” for compliance
with the Audit Act
6 6
Director Chang-Chi
h Wu
August 3,
2020
Climate Change and TCFD 3 6
September 3,
2020
2020 promotional seminar on preventing
insider information dissemination and
insider equity transactions
3
Independ-
~~e~~nt direc-
tors
Wen-Tsai
Yang
May 8, 2020 Industry 4.0 and how companies can lead
innovation and transformation

3
6
August 7,
2020
Principles and applications of artificial
intelligence
3
Independ-
ent direc-
Chin-Pao
Yeh
January 16,
2020
Promotional meeting on intellectual
property management obligations of the
2.5 6

30

tors
Independ-
ent direc-
tors
board of directors of listed and OTC
companies
6
June 30, 2020 Practical operation and regulation of an-
ti-money laundering and countering ter-
rorism financing
3
October 21,
2020
2020 promotional seminar on preventing
insider information dissemination and
insider equity transactions
3
Yu-Hsin
Chuang
September 8,
2020
How to prevent major financial fraud
(cannibalizing company resources, insid-
er trading, transfer of interests, etc.)
6
(VI)
The company adopts a comprehensive risk management and control system, and has
formulated related management procedures and regulations, so that the management can
clearly identify, measure and effectively engage in controlling various risks, including
maintaining sufficient working capital, conducting credit checks on customers, and con-
ducting supplier evaluations.
(VII)
The company implements quality policies in accordance with ISO9001 standards, and
has established service management procedures to handle customer complaints and satis-
faction surveys, and tracks and improves them to achieve customer service goals.
(VIII) The company has purchased liability insurance of US$3 million for directors, independ-
ent directors and managers.
IX. Please explain the improvement of the corporate governance evaluation results according to
the findings issued by the Corporate Governance Center of the Taiwan Stock Exchange for
the latest year, and put forward the priorities and measures for those that have not been im-
proved. (Those which are not included as evaluated companies do not need to fill in the fol-
lowing. )
Unscored items in the 2020 “Corporate Governance Evaluation”:
(I) English version of financial report, website, annual report and other related information:
In line with government policy, English version of financial report, annual report, and
shareholder meeting manual will be announced in 2021.

IX. Please explain the improvement of the corporate governance evaluation results according to the findings issued by the Corporate Governance Center of the Taiwan Stock Exchange for the latest year, and put forward the priorities and measures for those that have not been improved. (Those which are not included as evaluated companies do not need to fill in the following. )

Unscored items in the 2020 “Corporate Governance Evaluation”:

(I) English version of financial report, website, annual report and other related information: In line with government policy, English version of financial report, annual report, and shareholder meeting manual will be announced in 2021.

Note 1: The company’s board meeting has assessed the independent auditor’s independence on March 17, 2020. The assessment items are detailed in the following table:

following table:
Evaluation items Evaluation
result
Whether the
independence
requirement
is met.
1. Whether the accountant has a direct or indirect significant fi-
nancial relationship with the company.
No Yes
2. Whether the accountant has a commercial relationship with the
company that affects his/her independence.
No Yes
3. Whether the accountant and the audit team members currently
serve or have served in the last two years as directors or manag-
ers of the company, or hold or have held positions that have a
significant impact on the audit work.
No Yes
4. Whether the accountant provides the company with non-audit
services that may directly affect the audit work.
No Yes

31

5. Whether the accountant has brokered the stocks or other securi-
tiesissued bythe company.
No Yes
6. Whether the accountant has acted as the defender of the com-
pany or coordinated conflicts with other third parties on behalf
of the company.
No Yes
7. Whether the accountant has direct blood relatives, direct in-laws
or second-tier relatives with the directors or managers of the
company.
No Yes
8. Whether the accountant has received gratitudes or gifts of great
value from the company.
No Yes
  • (IV) Composition, responsibilities and operation status of the Compensation Committee:

  • The Compensation Committee is responsible for assisting the board of directors in implementing and evaluating the compensation system for directors and managers of the company.

  • Information about the members of the Compensation Committee:

Identity type
(note 1)

Condi-
tion
Name
Whether having more than
five years of work experi-
ence and the following pro-
fessionalqualifications.
Whether having more than
five years of work experi-
ence and the following pro-
fessionalqualifications.
Whether having more than
five years of work experi-
ence and the following pro-
fessionalqualifications.
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Compliance with independence requirements
(note 2)
Number of
members
concurrently
serving as
members of
the compen-
sation com-
mittee of
other public
offering
companies
Note
Lecturer or above of a public or private college or uni-
versity in business, law, finance, accounting or a relevant
discipline required for the company’s business.
Judge, prosecutor, lawyer, accountant or another type of
professional or technical personnel who has passed the
national examination required for the company’s busi-
Having work experience necessary for business, legal
affairs, finance, accounting or businesses of the company
1 2 3 4 5 6 7 8 9 10
Independent
directors

Wen-Tsai
Yang
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 1
Independent
directors

Chin-Pao
Yeh
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
Independent
directors

Yu-Hsin
Chuang
ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ 0
  • Note 1: The identity type is director, independent director or other.

  • Note 2: If each member meets the relevant conditions two years before the election and during the tenure, please mark “  ” in the space below each condition code.

  • (1) The director or supervisor is not an employee of the Company or its affiliated enterprises.

  • (2) The director or supervisor is not a director or supervisor of the company or its affiliated enterprises (except for concurrent independent directors of the company and its parent company, subsidiaries, or

32

subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (3) The director or supervisor, or his/her spouse or minor children or in another person’s name, does not hold more than 1% of the total issued shares of the company or is not a top ten shareholder.

  • (4) Not a manager in (1) or the spouse, second-tier relative or third-tier relative of the persons listed in (2) or (3).

  • (5) The director or supervisor is not a director, supervisor or employee of a corporate shareholder which directly holds more than 5% of the total issued shares of the company or a top five shareholder, or is designated as a representative to serve as a director or supervisor of the company in accordance with paragraph 1 or 2 of Article 27 of the Company Act (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (6) The director or supervisor is not a director, supervisor or employee of another company which has a seat on the board of directors, or more than half of its shares with voting rights are controlled by the same owner of this company (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (7) The director or supervisor is not a director, supervisor or employee of another company or institution who is the same person or spouse as the chairman, president or an equivalent position of the company (except for concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (8) The director or supervisor is not a director, supervisor or manager of another company or institution which has financial or business dealings with the company, or is a shareholder holding more than 5% of the shares of the company (not applicable if the company or institution holds more than 20% but no more than 50% of the total issued shares of the company, with concurrent independent directors of the company and its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or local laws and regulations).

  • (9) Not a professional, sole proprietor, partner, business owner or partner, or a director, supervisor, manager or the spouse of the above of a company or institution which provides audit services to the company or its affiliated enterprises, or the cumulative remuneration amount of which in the past two years exceeds NT$500,000 for business, legal affairs, finance or accounting related services. However, this does not apply to the members of the Compensation Committee or Special Committee for Merger/Consolidation and Acquisition who perform their responsibilities in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Having no such circumstances as in Article 30 of the Company Act.

  • Operation status of the Compensation Committee:

  • (1) There are three members on the Compensation Committee of the company.

  • (2) Term of office of the current members: From August11, 2020 to June 19, 2023; the

Compensation Committee held its committee meeting for three (A) times in the most

recent year, and the qualifications and attendance of the members are as follows:

Job title Name Actual at-
tendance (B)
Actual attendance
rate (%)
(B/A)
Note
Convener Wen-Tsai Yang 3 100% None
Member Chin-Pao Yeh 3 100% None
Member Yu-HsinChuang 3 100% None

33

Other matters to be recorded: Other matters to be recorded:
Compensation
Committee
Proposal con-
tent and fol-
low-up han-
dling
Resolution result The company’s han-
dling of the opinions of
the Compensation
Committee
The 3rdterm
8th
session
January
7,
2020
Review of the
2019 year-end
bonus and per-
formance bo-
nus for the
company’s
managers and
above.
(1) On the 2019
year-end bonus and
performance bonus
for managers and
above, after review,
the operating perfor-
mance of the year has
not reached the ex-
pected target, so the
performance bonus
will not be paid. As
for the announced
payment measures of
the year-end bonus
and performance bo-
nus, they are reasona-
ble after review.
It has been approved by
the 13th board meeting
of the 31stterm, and
implemented in ac-
cordance with the reso-
lution. In addition, it
has been declared to the
competent authority
before the prescribed
deadline.
The 4thterm
1st
session
August
11,
2020
Election of the
convener of the
4thCompensa-
tion Committee
meeting.
The member
Wen-Tsai Yang was
elected as the con-
vener of the 4thCom-
pensation Committee
meeting.
The 4thterm
2nd
session
November 10,
2020
Revise the
company’s
“Organizational
Rules of the
Compensation
Committee”;
please discuss.
The chairman con-
sulted the attending
members; the pro-
posal was passed as it
was without objec-
tion, and sent to the
board meeting for
review.
Passed in the 3rdboard
meeting of the 32nd
term, and implemented
in accordance with the
resolution.

I If the board meeting does not adopt or amends the proposal of the Compensation Committee, state the date, session number, proposal contents, the resolution of the board meeting, and the company’s handling of the Compensation Committee’s proposal (if the compensation approved by the board meeting is superior to the committee’s proposed one, state the difference and the reason): None.

II If the members have objections to or reservations on the resolutions of the Compensation Committee meeting, and if relevant records or written statements are available, state the date, session number, proposal contents of the committee meeting, opinions of all the members and the handling of the members’ opinions: None.

34

(V) Performance of social responsibility:

Evaluation items Operating status Difference from
the Corporate
Social Respon-
sibility
Best-Practice
Principles for
TWSE/GTSM
Listed Compa-
nies and the
reasons.
Yes No Summary description
I. Does the company conduct risk
assessment on environmental,
social and corporate govern-
ance issues related to the com-
pany’s operation in accordance
with the principle of materiali-
ty, and formulate relevant risk
management policies or strate-
gies?
Yes The chairman of the company
personally presides over the op-
eration meeting every month,
and jointly plans the operation
policy with the management
team, conducts risk assessment
on social, environmental and
corporate governance issues re-
lated to the company’s opera-
tion, and formulates relevant
risk management policies or
strategies, so as to perform cor-
porate social responsibility well.
None
II. Has the company set up a
full-time (part-time) unit to
promote corporate social re-
sponsibility, which is man-
aged by the senior manage-
ment under the authorization
of the board of directors, and
reports to the board of direc-
tors on the handling status?
No (I) The company has not yet
established the unit, but its
work is distributed among
various departments.
None
III. Environmental Issues
(I) Has the company established
an appropriate environmental
management system accord-
ing to its industrial charac-
teristics?
(II) Is the company committed to
improving the efficiency of
resource utilization and using
recycled materials with low
impact on the environment?


Yes
Yes
(I) The company’s environ-
mental management system
is sound, and has obtained
the international certifica-
tion standards of ISO 9001
and ISO 14001.
(II) The company uses calcium
carbonate sludge, waste lime
and other recycled materials
as replacement raw materi-
als for limestone, and the
use of blast furnace slime as
replacementof iron hasat-

None
None

35

Evaluation items Operating status Difference from
the Corporate
Social Respon-
sibility
Best-Practice
Principles for
TWSE/GTSM
Listed Compa-
nies and the
reasons.
Yes No Summary description
(III) Does the company assess the
potential risks and opportu-
nities of climate change for
the enterprise now and in the
future, and take measures to
deal with climate related is-
sues?
(IV) Does the company prepare
statistics of greenhouse gas
emissions, water consump-
tion and total weight of
waste in the past two years,
and formulate policies for
energy conservation and
carbon reduction, green-
house gas reduction, water
consumption reduction or
other waste management?



Yes
Yes
tained CO2 reduction pur-
poses.
(III) The company has been
conducting greenhouse gas
examinations with cement
industry peers since 2013, it
purchases low sulfur content
coal to reduce SOx emis-
sions, and replaces urea with
ammonia water to improve
the NOx removal rate.
(IV)
1. Greenhouse gas: 25,238 T in
2019; 25,912 T in 2020.
Greenhouse gas has been
significantly reduced by
more than 90% after the
operation suspension of the
MO1 cement plant in 2016,
and no inspection and dec-
laration are required since
2019.
2. Water consumption: 26,755
degrees in 2019; 42,037 de-
grees in 2020. The company
implements water saving and
cooling water recycling.
3. Waste: 63,900 kg in 2019;
49,820 T in 2020. In 2019,
due to the dismantling of
plants and machinery equip-
ment which were no longer
used to reduce land rental
expenditure, the waste vol-
ume in 2019 was therefore
morethan in the currentyear.



None
None

36

Evaluation items Operating status Difference from
the Corporate
Social Respon-
sibility
Best-Practice
Principles for
TWSE/GTSM
Listed Compa-
nies and the
reasons.
Yes No Summary description
IV. Social Issues
(I)
Has the company formulat-
ed relevant management
policies and procedures in
accordance with relevant
laws and regulations and
International Human Rights
Conventions?
(II) Has the company estab-
lished and implemented
reasonable employee wel-
fare measures (including
compensation, vacation and
other benefits), and properly
reflected the operating per-
formance or results in em-
ployee compensation?

Yes
Yes
(I)
The company has in place
an employee manual in
accordance with relevant
laws and regulations to
serve as the basis for em-
ployee management and
rights.
(II)
1. The company has established
the Employee Welfare Com-
mittee to handle various wel-
fare business, such as the
year-end dinner, birthday
vouchers, Labor Day gift and
gift vouchers for three major
festivals, and the performance
is good.
2. The company has established
the Employee
Self-Improvement Associa-
tion to provide direct welfare
to employees, such as wed-
ding and funeral funds for
employees and their immedi-
ate family members, emer-
gency relief funds, hospitali-
zation consolation funds, in-
terest-free loans, accommoda-
tion supply, employee group
insurance, free health exami-
nation, group employee travel
subsidies, retiree care, etc., to
free the employees from wor-
ries about their families.
3. The company has established
the Employee Training Com-
mittee to conduct labor edu-
None
None

37

Evaluation items Operating status Difference from
the Corporate
Social Respon-
sibility
Best-Practice
Principles for
TWSE/GTSM
Listed Compa-
nies and the
reasons.
Yes No Summary description
(III) Does the company provide
a safe and healthy working
environment for its em-
ployees and conduct regular
safety and health education
for them?
(IV) Has the company estab-
lished an effective career
development training pro-
gram for its employees?
(V) Does the company follow
relevant laws and regula-
tions and international
standards for customer
health and safety, customer
privacy, marketing and la-
beling of products and ser-
vices, and formulate rele-
vant policies and grievance
procedures to protect the
rights and interests of con-
sumers?
(VI) Does the company have a
supplier management policy
that requires suppliers to
follow relevant specifica-
tions and their implementa-
tion in environmental pro-
tection, occupational safety
and health or labor human
rights issues?

Yes
Yes
Yes
Yes
cation, instill new knowledge
and cultivate business ethics,
so as to improve technical
standards and professional
ethics.
(III) In order to enhance em-
ployees’ awareness of
safety and health, the
company regularly carries
out relevant environmental
safety and health training,
and conducts regular health
examinations for employ-
ees every year.
(IV) The company holds train-
ing every year and irregu-
larly sends employees to
participate in external
training.
(V) The company complies
with relevant product
marks.
(VI) All the company’s con-
tracts with raw material
suppliers and transporta-
tion companies contain the
clause that “Party B’s op-
erations shall comply with
the provisions of laws and
regulations,”as well as ex-

None
None
None
None

38

Evaluation items Operating status Operating status Operating status Difference from
the Corporate
Social Respon-
sibility
Best-Practice
Principles for
TWSE/GTSM
Listed Compa-
nies and the
reasons.
Yes No Summary description
planations and require-
ments of environmental
and safety measures and
the corresponding penal-
ties.
V. Does the company prepare
the corporate social responsi-
bility report and other reports
that disclose the company’s
non-financial information in
accordance with the interna-
tional reporting standards or
guidelines? Is the aforesaid
report confirmed or guaran-
teed
by a third-party verification
unit?
Yes (I) The company has been
preparing the social re-
sponsibility report every
year since 2017, and set up
the “Corporate Social Re-
sponsibility” area on the
official website
(http://www. South east
generation.com.tw); the
social responsibility report
is also disclosed on the
MOPS.
None
VI. If the company has its own corporate social responsibility Best-Practice principles in ac-
cordance with the “Corporate Social Responsibility Best-Practice Principles for
TWSE/GTSM Listed Companies,” please state the implementation status and the differ-
ences: None.
VII. Other important information that helps to understand the operation of corporate social re-
sponsibility: Mr. Chiang-Chang Chen, founder of the company, often said: “Entrepreneurs
have social responsibilities.” The Southeast Cement Group set up the “Consortium Legal
Person Chao-Shu Chen Public Welfare Charity Foundation” in 1987 and “Consortium
Legal Person Chiang-Chang Chen Culture and Education Foundation” in 2000 to carry out
emergency relief, poverty relief, emergency medical treatment, disaster relief, educational
and cultural awards and other charity activities, and actively give back to society to fulfill
our corporate social responsibility. In recent years, the company has sponsored the medi-
cal team of Kaohsiung Veterans’ Hospital to go to Penghu for free medical treatment, the
Kaohsiung Blood Donation Center for blood donation activities, medical promotion and
medical care, activities of public welfare organizations and school, artistic and cultural
events as well as numerous other related public welfare activities. Especially in the most
serious petrochemical gas explosion accident occurred in Kaohsiung City in the early
morning of August 1, 2014 which caused extremely serious casualties, the company, as a
member of local enterprises in Kaohsiung and sharing the same mood, donated NT$10
million totheKaohsiungmunicipalgovernment tomakea modestcontribution.

39

(VI) Performance of ethical corporate management:

Evaluation items Operating status Differences from
the Ethical Corpo-
rate Management
Best-Practice Prin-
ciples for
TWSE/GTSM
Listed Companies
and the reasons:
Yes No
Summary description
I. Establishment of ethical corpo-
rate management policies and
plans
(I)
Does the company have an
ethical corporate manage-
ment policy approved by the
board of directors, and
clearly state the ethical cor-
porate management policy
and practice in the internal
regulations and external
documents, as well as the
commitment of the board of
directors and senior man-
agement to actively imple-
ment the corporate manage-
ment policy?
Yes (I) 1. The company has provisions
on prevention of dishonesty
in its rules and regulations
such as the “Ethical Corpo-
rate Management
Best-Practice Principles,”
“Code of Ethical Conduct,”
“Code of Ethical Conduct for
Employees” and “Measures
for Handling Employee Ac-
cusations.”
2. The improvement status is
continuously tracked after
the improvement proposal
by the audit team is submit-
ted and approved. The time-
ly completion of improve-
ment of each audit item is
reported to the board meet-
ing and independent direc-
tors for review; this is an
important mechanism of the
board of directors to super-
vise the implementation of
the Ethical Corporate Man-
agement Best-Practice Prin-
ciples.

None

40

(II) Has the company established
an evaluation mechanism for
the risk of unethical behav-
ior, regularly analyzed and
evaluated the business activi-
ties with high unethical be-
havior risk within the busi-
ness scope, and formulated a
plan to prevent unethical be-
havior accordingly which at
least covers the preventive
measures for the behaviors in
paragraph 2, Article 7 of the
“Ethical Corporate Manage-
ment Best-Practice Principles
for TWSE/GTSM Listed
Companies”?
(III) Does the company stipulate
the operating procedures,
behavior guidelines, and dis-
ciplinary and grievance sys-
tems in its unethical behavior
prevention plan and imple-
ment them, and regularly re-
view and revise the plan?



Yes
Yes
(II)
The company has in place
the “Code of Ethical Con-
duct,” “Code of Ethical
Conduct for Employees,”
“Measures for Handling
Employee Accusations,”
etc. The audit room regu-
larly checks the situation.
(III) The company has in place the
“Ethical Corporate Man-
agement Best-Practice Prin-
ciples” and “Measures for
Handling Employee Accu-
sations.” The company for-
mulates integrity-based
business policies based on
the business philosophy of
honesty, transparency and
being responsible, and es-
tablishes good corporate
None
None

41

II. Implementation of ethical cor-
porate management
(I)
Does the company assess
the ethical corporate man-
agement records of its
counterparties and specify
the ethical corporate man-
agement terms in the con-
tracts it enters into with
them?
Yes governance and risk control
mechanisms to create a sus-
tainable development envi-
ronment for business.
(I)
In the trading and procure-
ment process, the company
confirms the authenticity of
the transaction on the web-
site of the Department of
Commerce, Ministry of
Economic Affairs, and
checks the manufacturer’s
transaction record through
various channels (such as
credit investigation) to con-
firm the business integrity
of the trading counterparty.
The company reports the
current situation of custom-
ers and suppliers in business
and operation management
meetings. If it is found that
the trading counterparty is
involved in unethical be-
havior, the company will
immediately and strictly
control the credit transac-
tion, understand the current
exposure of the company,
and carefully evaluate
whether to terminate the
transaction with customers.

None

42

(II) Has the company set up a
dedicated unit under the
board of directors to promote
ethical corporate manage-
ment, and regularly (at least
once a year) report to the
board of directors its ethical
corporate management poli-
cy and plan to prevent un-
ethical behavior as well as its
supervision of the imple-
mentation?


Yes
(II) For the sound ethical corpo-
rate management, the units of
the company are responsible
for the following matters, and
the auditors supervise and
regularly report them to the
board meeting:
1. Management Department:
(1) Define the internal or-
ganization, structure and
responsibilities, and es-
tablish a mutual supervi-
sion and balance mecha-
nism for business activi-
ties within the scope of
business with a high risk
of unethical behavior.
(2) Promote and coordinate
ethical corporate man-
agement policies.
2. President’s Office:
(1) Assist in incorporating
ethical behavior and mor-
al value into the compa-
ny’s operation principles.


None
(III) Does the company have a
conflict of interest prevention
policy to provide appropriate
channels for explanation and
implement it?

Yes
(2) Compliance with laws
and regulations to set up
ethical corporate man-
agement operation pro-
cedures and behavioral
guidelines.
(3) Formulating and main-
taining relevant internal
regulations of the com-
pany, such as Code of
Ethical Conduct and
Code of Ethical Conduct
for Employees.
(III) The company has formulated
the “Ethical Corporate Man-
agement Best-Practice Prin-
ciples,” “Code of Ethical
Conduct for Employees” and
“Measures for Handling Em-
ployee Accusations” and pol-
icies to prevent conflict of
interest, and provides appro-
priate channels for employ-
ees’ statement of pipelines,
and strictly implements them
None

43

as well.
(IV) Has the company established
an effective accounting system
and internal control system for the
implementation of ethical corpo-
rate management, and has the in-
ternal audit unit, according to the
assessment results of the risk of
unethical behavior, drawn up rel-
evant audit plans to check the sta-
tus of unethical behavior preven-
tion accordingly, or entrusted an
independent auditor to carry out
the audit?
Yes In addition, the Rules of Procedure
of Board Meetings of the
company clearly stipulates
that the directors or other le-
gal representatives shall state
the important contents of
their personal interests at the
current board meeting, and
shall not participate in the
discussion and voting. They
shall withdraw from the dis-
cussion and voting, and not
exercise their voting rights on
behalf of other directors.
(IV) The company has a rigorous
accounting system and an in-
dependent professional audit
unit, which regularly per-
forms internal audit work in
accordance with the annual
audit plan. The final accounts
are audited by the independ-
ent auditor to ensure fairness
of each final account.
None
(V) Does the company regularly
conduct internal and external
ethical corporate manage-
ment?
III. Operation of the company’s
accusation system
(I)
Does the company have a
specific accusation and
reward system, establish a
convenient accusation
channel, and assign appro-
priate personnel to the ac-
Yes
Yes
(V) The company conducts em-
ployee training every year,
and irregularly sends em-
ployees to participate in ex-
ternal training, including the
curriculum of ethical corpo-
rate management.
(I)
The company has an accusa-
tion and reward system in the
“Measures for Handling
Employee Accusations” and
established convenient accu-
sation channels, and assigns

None
None

44

cused person?
(II)
Has the company estab-
lished the standard operat-
ing procedures for investi-
gation of accused matters,
follow-up measures after
investigation and the rele-
vant confidentiality mech-
anism?
Yes appropriate acceptance per-
sonnel for the subject of ac-
cusation.
(II) Article 4 of the Company’s
“Measures for Handling
Employee Accusations”
stipulates that employees
may deliver complaints via
confidential letter or from a
designated email box to the
complaint acceptance unit.
The complaint acceptance
unit shall, after completing
the case .... centrally keep the
information via confidential
documents.

None
(III)
Does the company take
measures to protect the
accuser from improper
treatment due to the accu-
sation?
Yes (III) Article 5 of the Company’s
“Measures for Handling
Employee Accusations”
stipulates that the handling
personnel of the complaint
acceptance unit and related
parties shall investigate and
report the accusation cases
in a fair and impartial spirit,
and shall not retaliate
against the accuser.
In addition, they shall bear
the responsibility of confi-
dentiality. If there is a viola-
tion, the case shall be sent to
the personnel evaluation
committee and handled in
accordance with the com-
pany’s relevant work rules.

None
IV. Enhancement of information
disclosure
(I) Does the company disclose the
content and promotion effect
of its ethical corporate man-
agement best-practice princi-
ples on its website and the
MOPS?

Yes
(I) The information of the com-
pany’s ethical corporate man-
agement is disclosed in the
“Corporate Governance” sec-
tion under “Investors’ Area”
of the company’s website
www.southeastcement.com.tw
as well as on the MOPS, in-
cluding the “Code of Ethical
Conduct” and “Ethical Corpo-
rate Management
Best-Practice Principles” un-
der“Corporate Governance”;
None

45

in order to improve the management of the company’s ethical corporate management, all internal units are responsible for related issues, and the auditors are responsible for the supervision of the implementation, and regularly report the results to the board meeting.

  • V. If the company has its own ethical corporate management best-practice principles in accordance with the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies, please state the differences between its operation and the principles.

  • VI. Other important information helpful to understand the company’s ethical corporate management operation:

  • (I) The company clearly declares the ethical corporate management concept in the external documents such as the company profile, annual report and corporate social responsibility report.

  • (II) The company irregularly reviews, amends or formulates its regulations concerning ethical corporate management to meet the actual operation needs.

  • (VII) The company’s establishment of the corporate governance code and related regulations and the query method:

  • The company has established the Corporate Governance Code.

  • Related regulations:

    • (1) Rules of Procedures for Shareholders’ Meetings. (2) Rules of Procedures for Board Meetings. (3) Measures for Election of Directors. (4) Rules of Independent Directors’ Scope of Duties. (5) Organizational Rules of the Compensation Committee. (6) Code of Ethical Conduct. (7) Code of Ethical Conduct for Employees. (8) Organizational Rules of the Audit Committee. (9) Ethical Corporate Management Best-Practice Principles (10) Corporate Social Responsibility Best-Practice Principles. (11) Corporate Governance Code. (12) Operation Procedures for Processing of Significant Internal Information and Prevention of Insider Trading.
  • Query method:

    • (1) MOPS:

      • The “Rules and Regulations for Formulation of Corporate Governance” under “Corporate Governance Area” is available for download.
    • (2) The company’s website (http://www.southeast.com.tw/rule.html):

      • The “Corporate Governance Regulations” of “Corporate Governance” under “Investor Relations” is available for download.
  • (8) Other important information that may enhance the understanding of corporate governance operations:

Managers’ participation in the further learning of corporate governance:

Job title Name Time Course Title Hours
Finance
Manager
Hsin-Ha
n Huang

June 18, 2020
Analysis of the competent authority’s
requirement on the establishment of
corporate governance supervi-
sor/personnel
3

46

Finance
Manager
Hsin-Ha
n Huang

June 23, 2020
Enhancing the ability to prepare finan-
cial reports: Internal control, internal
audit andinformation technology
3
Finance
Manager
Hsin-Ha
n Huang

July 16, 2020
National Cheng Kung University:
Continuous learning class for account-
ing supervisors
6
Head of Audit
Office

Guan-H
sun
Wang
July 31, 2020 Policy analysis of enterprises’ en-
hancement of the ability to prepare
financial reports and discussion of
key internal audit and internal con-
trol practices
6
Head of Audit
Office

Guan-H
sun
Wang
October 23, 2020 How to detect the signs and exam-
ples of hidden fraud
6

47

(IX) Internal control system implementation status:

Southeast Cement Corporation Statement of Internal Control System

Date: March 18, 2021

Based on the results of self-assessment of the company’s internal control system in 2020, the company hereby states the following:

  1. The company acknowledges that it is the responsibility of the board of directors and the managers of the company to establish, implement and maintain the internal control system, which has already been established by the company. Its purpose is to provide reasonable assurance in achieving the objectives of operation effectiveness and efficiency (including profitability, performance and asset safety), in order to assure reliability, timeliness and transparency of reports, and compliance with relevant norms and regulations.

  2. The internal control system has its inherent limitations. No matter how well designed, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives. Moreover, due to the change of environment and situation, the effectiveness of internal control system may change accordingly. However, the company’s internal control system has a self-monitoring mechanism. Once a shortcoming is identified, the company will immediately take corrective action.

  3. The company judges the effectiveness of the design and implementation of the internal control system in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the Regulations). The judgment items of the internal control system adopted in the “Regulations” are the process of management control, and the internal control system is divided into the following five components: 1. control environment, 2. risk assessment, 3. control operation, 4. information and communication, and 5. supervision operation. Each component includes several items. Please refer to the “Regulations” for these items.

  4. The company has adopted the aforesaid internal control system judgment items to assess the effectiveness of the design and implementation of the internal control system.

  5. Based on the assessment results, it is believed that the company’s internal control system (including the supervision and management of subsidiaries) as of December 31, 2020 (note 2), including the understanding of the operation effectiveness and the extent to which the efficiency objectives have been achieved, the reliability, timeliness, transparency of the report, and the design and implementation of the internal control system on the compliance with relevant norms, laws and regulations are effective and can reasonably assure the achievement of the objectives above.

48

  1. This Statement will be the main content of the company’s annual report and prospectus, and will be made public. If the abovementioned contents are false or concealing, the legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act shall be involved.

  2. This Statement has been approved by the board of directors’ meeting of the company on March 18, 2021. Of the seven directors present, there was no objection, and the rest agreed with the contents of this Statement.

Southeast Cement Corporation

Director: Min-Tuan Chen signature President: Chang-Chih Wu signature

  • (X) During the most recent year and up to the date of printing of the annual report, the punishment of the company and its insiders in accordance with the law, the company’s punishment on its insiders for violating the provisions of the internal control system, and the major deficiencies and improvement: None.

  • (XI) Important resolutions of shareholders’ meetings and board meetings in the most recent year and up to the date of printing of the annual report:

  • Review of the implementation of the resolutions of the general shareholders’ meeting in 2020:

Year of the
meeting
Meet
time
Important resolutions Implementation and
review
2020 gen-
eral share-
holders’
meeting
June
20,
2020
1.
Passed the 2019 final accounts.
2.
Passed the 2019 earnings dis-
tribution.
3.
Passed the revision of some ar-
ticles of the “Rules of Proce-
dures for Shareholders’ Meet-
ings.”
4.
Passed the revision of some ar-
ticles of the “Articles of Asso-
ciation.”
5.
Reelection of directors.
6.
Passed the lifting of
non-competition for new direc-
tors.
1. The 2019 earnings
distribution has
been fully imple-
mented.
2. August 2, 2020
has been set as the
ex-dividend date,
and August 14,
2020 as the cash
dividend distribu-
tion date.

49

  1. Important resolutions of board meetings in 2020 and as of April 30, 2021:
Term Meet time Important resolutions
2020 March 17,
2020
1.
The company’s 2019 statement of internal control
system.
2.
The company’s 2019 remuneration of employees and
directors.
3.
The company’s 2019 business report, individual fi-
nancial report and consolidated financial report.
4.
The company’s 2019 earnings distribution plan.
5.
Independence assessment of the independent auditor
of the 2020 financial statement.
6.
Revision of some articles of the “Rules of Procedures
for Shareholders’ Meetings.”
7.
Revision of some articles of the “Ethical Corporate
Management Best-Practice Principles.”
8.
Revision of some articles of the “Code of Practice in
Corporate Governance.”
9.
Revision of some articles of the “Corporate Social
Responsibility Best-Practice Principles.”
10.Revision of some articles of the “Rules of Procedures
for Board Meetings.”
11.Reelection of the company’s directors (including in-
dependent directors) of the 32ndterm.
12.Lifting of non-competition for new directors.
13.Formulation of 2020 general shareholders’ meeting
related issues.
14.Shareholders’ proposals for 2020 general sharehold-
ers’ meeting and acceptance of director candidate
nomination.
15.Proposals of the Compensation Committee
May 8,
2020
1.
Formulation of revision of some articles of the “Arti-
cles of Association.”
2.
Continuation of endorsement guarantee for the com-
pany by Southeast Investment Co., Ltd., the compa-
ny’s subsidiary.
3.
Proposal to apply for a renewal of loan limit of
NT$150 million from Mega Bank.
4.
Correction of the agenda of the 2020 general share-
holders’ meeting.
5.
Review of the candidates of directors (including in-
dependentdirectors) of the 32ndterm.
June 20,
2020
Election of the chairman and deputy chairman of the
company.

50

Term Meet time Important resolutions
August 11,
2020
1.
Proposal of revision of some articles of the compa-
ny’s “Rules of Procedures for Shareholders’ Meet-
ings.”
2.
Proposal of revision of some articles of the compa-
ny’s “Rules of Procedures for Board Meetings.”
3.
Proposal of revision of some articles of the compa-
ny’s “Organizational Rules of the Audit Committee.”
4.
Proposal of revision of some articles of the compa-
ny’s “Code of Ethical Conduct.”
5.
Proposal of revision of some articles of the compa-
ny’s “Financial Statement Preparation Process Man-
agement”
6.
Hiring of members of the 4thterm Compensation
Committee the Company.
7.
Application for loan limits with financial institutions.
November
10, 2020
1.
Declaration form of the company’s 2021 internal au-
dit plan.
2.
Revision of some articles of the company’s “Ac-
counting Professional Judgment, Accounting Policy
and Estimated Change Operation Procedures.”
3.
Proposal of revision of some articles of the compa-
ny’s “Rules on the Scope of Duties of Independent
Directors.”
4.
Revision of some articles of the company’s
“Measures for Performance Self-evaluation of the
Board of Directors.”
5.
Proposal of a NT$200 million loan to Southeast As-
set Development Co., Ltd. (hereinafter referred to as
Southeast Asset), a 100% owned subsidiary of the
company.
6.
The company’s continued lease of the Kaohsiung
Plant of Chentai Cement Co., Ltd.
7.
Proposal to apply for a loan limit of NT$200 million
from Mega Bank.
8.
2021 production and sales budget.
9.
Proposals of the Compensation Committee.
10. Proposal to appoint Hsin-Han Huang to serve as the
company’s head of corporate governance.

51

Term Meet time Important resolutions
Before
April 30,
2021
March 18,
2021
1. The company's internal control system statement for
2020.
2. The company's remuneration for employees and di-
rectors for 2020.
3. The company's business report, individual financial
report and consolidated financial report for 2020.
4. The company's earnings distribution plan for 2020.
5. Independence evaluation of the independent auditor
for 2021.
6. Amendment to some articles of the "Rules of Proce-
dure of Shareholders' Meeting".
7. Amendments to some articles of the "Procedures for
Changes in Professional Accounting Judgment, Ac-
counting Policies and Estimates".
8. Amendment to some articles of the “Standard Oper-
ating Procedures for Handling Directors' Requests”.
9. Formulation of matters related to the 2021 general
shareholders’ meeting.
10. Issues related to the acceptance of shareholders' pro-
posals at the 2021 general shareholders’ meeting.
Proposals bythe CompensationCommittee.
  • (XII) If the directors have different opinions on the important resolutions passed by the board meeting in the most recent year and up to the date of publication of the annual report and there are records or written statements, the main contents: None.

  • (XIII) The resignation and dismissal of the company’s chairman, president, accounting supervisor, financial supervisor, internal audit supervisor and R&D supervisor in the most recent year and up to the date of publication of the annual report: None.

V. Accountant Fee Information:

Name of ac-
countingfirm
Name of independent
auditor
Name of independent
auditor
Audit period Note
Crowe (TW)
CPAs
Shu-Man
Tsai
Ching-Lin
Li
January 1,
2020–December 31,
2020

52

Unit: NT$thousand Unit: NT$thousand
Fee item
Amount tier
Audit fee Non-audit
fee(note)
Total
1 Below NT$2,000 thousand v v v
2 NT$2,000
thousand
(inclu-
sive)–NT$4,000 thousand
3 NT$4,000
thousand
(inclu-
sive)–NT$6,000 thousand
4 NT$6,000
thousand
(inclu-
sive)–NT$8,000 thousand
5 NT$8,000
thousand
(inclu-
sive)–NT$10,000 thousand
6 NT$10,000 thousand (inclusive)
or more
Unit: NT$thousand Unit: NT$thousand
Name of
accounting
firm
Name of
inde-
pendent
auditor
Audit
fee
Non-audit fee (note) Audit period
Note
System design Industrial and commer-
cial registration
Human resources Other(note) Subtotal
Shu-Man
Tsai
1,580 6 195 201 January 1,
2020
December
31,2020
Ching-Li
n Li

(Note): Including NT$120 thousand for IFRS9 counseling and consulting service fee, NT$60 thousand for certification of transfer price settlement declarations, NT$15 thousand for the non-supervisor employee salary checklist.

  1. The non-audit fee paid to the independent auditor, the firm to which the independent auditor belongs and its affiliated enterprises account for more than a quarter of the audit fee: None.

  2. The accounting firm is changed and the audit fee paid in the year of change is less than that in the year before the change: None.

  3. The audit fee is reduced by more than 10% compared with the previous year: None.

53

VI. Change of independent auditor: None.

VII. Whether the chairman, the president or manager in charge of financial or accounting affairs of the company has worked in the firm of the independent auditor or its affiliated enterprises in the past year: None.

VIII. Changes in equity transfer and pledge by directors, managers and shareholders with shareholding more than 10% in the latest year and up to the date of publication of the annual report:

Job title Name 2020 2020 The current year as of
April 30
The current year as of
April 30
Increase (de-
crease) of
shares held
Increase (de-
crease) of
sharespledged
Increase (de-
crease) of
shares held
Increase (de-
crease) of
sharespledged
Chairman Dongshu Investment Co.,Ltd. 0
0

0

0
Representative: Min-Tuan Chen 0
0

0

0
Vice
Chairman
Consortium Legal Person Chao-Shu
Chen
Public Welfare CharityFoundation
0
0

0

0
Representative: Kuan-Hua Chen 0
0

0

0
Director Dongshu Investment Co.,Ltd. 0
0

0

0
Representative: Tien-Chih Chen 0
0

0

0
Director Consortium Legal Person Chao-Shu
Chen
Public Welfare CharityFoundation
0
0

0

0
Representative: Chang-Chih Wu 0
0

0

0
Director Likai Investment Co,Ltd. 0
0

(3,000)
0
Representative: Li-HsiangCheng 1,800,000
0

0

0
Director Consortium Legal Person Southeast
Cultural Foundation
0
0

0

0
Representative: Chien-Hao Chen 0
0

0

0
Director ChangchingCo.,Ltd. 6,544,664
0

0

0
Representative: Chao-HsiungYang 0
0

0

0
Independe
nt directors
Wen-Tsai Yang 0
0

0

0
Independe
nt directors
Chin-Pao Yeh 0
0

0

0
Independe
nt directors
Yu-Hsin Chuang 0
0

0

0
Financial
Manager
Hsin-Han Huang 0
0

0

0

54

Equity transfer information

Name Reason
for eq-
uity
transfer
Transac-
tion date
Transaction
counterparty

Relationship
between
the
transaction
counterparty
and the com-
pany, the di-
rectors, the su-
pervisors,
the
managers
and
shareholders
with a share-
holding ratio of
more than 10%
Num-
ber of
shares
Trading
price
None None None None None None None

Equity pledge information

Name Reason for
the change of
pledge
Change
date
Transaction
counterparty
Relationship between the
transaction counterparty
and the company, the di-
rectors, the supervisors,
the managers and share-
holders with a sharehold-
ing ratio of more than
10%
Number
of shares
Share-
holding
ratio
Pledge
ratio
Pledged
(redeemed)
amount
None None None None None None None None None

55

IX. Information on the relationship among the top 10 shareholders in terms of shareholding ratio

Name The shareholder
on election date
The shareholder
on election date
Shareholding of
spouse and minor
children
Shareholding of
spouse and minor
children
Total sharehold-
ing in other
people’s names
Total sharehold-
ing in other
people’s names
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
Note
Number of
shares
Share-
holding
ratio
Number
of shares
Shareh
olding
ratio
Numb
er of
shares
Shareh
olding
ratio
Name Relationship
Dongshu Investment Co., Ltd. 80,496,816 14.07 - - - - Taiji Ship Plant Co., Ltd.
Baifu Investment Co., Ltd. (shares)
Consortium Legal Person Chao-Shu Chen
Public Welfare Charity Foundation
Chentai Cement Co., Ltd.
Yue-Ling Chen
The chairman is the same person as the chairman of
Dongshu Investment.
The chairman is the same person as the chairman of
Dongshu Investment.
The chairman is the same person as the chairman of
Dongshu Investment.
The chairman is the same person as the chairman of
Dongshu Investment.
A second-tier relative of the chairman of Dongshu Invest-
ment.
Representative: Min-Tuan Chen 2,985,000 0.52 13,003 - - -
Taiji Ship Plant Co., Ltd. 49,292,761 8.62 - - - - Dongshu Investment Co., Ltd.
Baifu Investment Co., Ltd. (shares)
Yue-Ling Chen
Consortium Legal Person Chao-Shu Chen
Public Welfare Charity Foundation
Chentai Cement Co., Ltd.
The chairman is the same person as the chairman of Taiji
Ship Plant Co., Ltd.
The chairman is the same person as the chairman of Taiji
Ship Plant Co., Ltd.
A second-tier relative of the chairman of Taiji Ship Plant
Co., Ltd.
The chairman is the same person as the chairman of Taiji
Ship Plant Co., Ltd.
The chairman is the same person as the chairman of Taiji
ShipPlant Co.,Ltd.
Representative: Min-Tuan Chen 2,985,000 0.52 13,003 - - -
Changching Co., Ltd. 40,070,010 7.01 - - - - Consortium Legal Person Fukang Cultural
and Educational Foundation
Consortium Legal Person Southeast Cul-
tural Foundation
The chairman is a director of Changching Corporation.
The chairman is a director of Changching Corporation.
Representative: Chao-Hsiung Yang 0 0.00 - - - -
Consortium Legal Person Fukang
Cultural and Educational Founda-
38,829,350 6.79 - - - - Consortium Legal Person Southeast Cul-
tural Foundation
The chairman is a second-tier relative of the chairman of
Consortium Legal Person FukangCultural and Educational

56

Name The shareholder
on election date
The shareholder
on election date
Shareholding of
spouse and minor
children
Shareholding of
spouse and minor
children
Total sharehold-
ing in other
people’s names
Total sharehold-
ing in other
people’s names
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
Note
Number of
shares
Share-
holding
ratio
Number
of shares
Shareh
olding
ratio
Numb
er of
shares
Shareh
olding
ratio
Name Relationship
tion Foundation.
Representative: Chien-Hao Chen 58,609 0.01 - - - -
Baifu Investment Co., Ltd. (shares) 35,008,148 6.12 - - - - Dongshu Investment Co., Ltd.
Taiji Ship Plant Co., Ltd.
Consortium Legal Person Chao-Shu Chen
Public Welfare Charity Foundation
Chentai Cement Co., Ltd.
Yue-Ling Chen
The chairman is the same person as the chairman of Baifu
Investment Co., Ltd.
The chairman is the same person as the chairman of Baifu
Investment Co., Ltd.
The chairman is the same person as the chairman of Baifu
Investment Co., Ltd.
The chairman is the same person as the chairman of Baifu
Investment Co., Ltd.
The chairman is a second-tier relative of the chairman of
Baifu Investment Co.,Ltd.
Representative: Min-Tuan Chen 2,985,000 0.52 13,003 - - -
Consortium Legal Person Southeast
Cultural Foundation
33,421,803 5.84 - - - - Consortium Legal Person Fukang Cultural
and Educational Foundation
The chairman is a second-tier relative of the chairman of
Consortium Legal Person Southeast Cultural Foundation.
Representative: Si-Ying Chen 58,891 0.01 - - - -
Yue-Ling Chen 30,065,760 5.26 - - - - Baifu Investment Co., Ltd. (shares)
Dongshu Investment Co., Ltd.
Taiji Ship Plant Co., Ltd.
Consortium Legal Person Chao-Shu Chen
Public Welfare Charity Foundation
Chentai Cement Co.,Ltd.
The chairman and Yue-Ling Chen are second-tier relatives.
The chairman and Yue-Ling Chen are second-tier relatives.
The chairman and Yue-Ling Chen are second-tier relatives.
The chairman and Yue-Ling Chen are second-tier relatives.
The chairman and Yue-Ling Chen are second-tier relatives.
Yingchen Co., Ltd. 26,421,219 4.62 - - - - Consortium Legal Person Fukang Cultural
and Educational Foundation
The chairman is the corporate-director representative of
Yingchen Co., Ltd.
Representative: Chao-Hsiung Yang 0 0.00 - - - -
Consortium
Legal
Person
Chao-Shu Chen Public Welfare
CharityFoundation
24,885,291 4.35 - - - - Baifu Investment Co., Ltd. (shares)
Dongshu Investment Co., Ltd.
Taiji ShipPlant Co.,Ltd.
The chairman is the same person as the chairman
of Consortium Legal Person Chao-Shu Chen Pub-
lic Welfare CharityFoundation.

57

Name The shareholder
on election date
The shareholder
on election date
Shareholding of
spouse and minor
children
Shareholding of
spouse and minor
children
Total sharehold-
ing in other
people’s names
Total sharehold-
ing in other
people’s names
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
If the top 10 shareholders have relationships of interested parties or spouse or are first or second tier relatives
with each other, their names and relationships. (note)
Note
Number of
shares
Share-
holding
ratio
Number
of shares
Shareh
olding
ratio
Numb
er of
shares
Shareh
olding
ratio
Name Relationship
Representative: Min-Tuan Chen 2,985,000 0.52 13,003 - - - Chentai Cement Co., Ltd.
Yue-Ling Chen
The chairman is the same person as the chairman
of Consortium Legal Person Chao-Shu Chen Pub-
lic Welfare Charity Foundation.
The chairman is the same person as the chairman
of Consortium Legal Person Chao-Shu Chen Pub-
lic Welfare Charity Foundation.
The chairman is the same person as the chairman
of Consortium Legal Person Chao-Shu Chen Pub-
lic Welfare Charity Foundation.
The chairman is a second-tier relative of the
chairman of Consortium Legal Person Chao-Shu
Chen Public Welfare CharityFoundation.
Chentai Cement Co., Ltd. 24,005,929 4.20 - - - - Baifu Investment Co., Ltd. (shares)
Dongshu Investment Co., Ltd.
Taiji Ship Plant Co., Ltd.
Consortium Legal Person Chao-Shu
Chen Public Welfare Charity Foun-
dation
Yue-Ling Chen
The chairman is the same person as the chairman
of Chentai Cement Co., Ltd.
The chairman is the same person as the chairman
of Chentai Cement Co., Ltd.
The chairman is the same person as the chairman
of Chentai Cement Co., Ltd.
The chairman is the same person as the chairman
of Chentai Cement Co., Ltd.
A second-tier relative of the chairman of Chentai
Cement Co.,Ltd.
Representative: Min-Tuan Chen 2,985,000 0.52 13,003 - - -

Note: The shareholders listed include legal persons and natural persons, and the relationships shall be disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

58

X. Number of shares in the same reinvested business held by the company, its directors, managers and businesses directly or indirectly controlled by the compa-

ny

ny
As of December 31,2020 Unit: share;%
Reinvestment
(note 1)
Investment of the
company
Investment of di-
rectors, managers
and directly or indi-
rectly controlled
businesses
Total investment
Number of
shares
Share-
holding
Propor-
tion
Number
of shares
Share-
holding
Propor-
tion
Number of
shares
Shareh
olding
Pro-
portion
Southeast Industrial Construction
Co.,Ltd.
35,706
31.01

38,235

33.21

73,941
64.22
Southeast Paper Co., Ltd. 4,971
49.71

159

1.59

5,130
51.30
Nanxia Wood Co., Ltd. 887
27.56

0

0

887
27.56
Southeast Investment Co., Ltd. 498,780
99.29

1,787

0.36

500,567
99.65
Southeast Gaoliang Recycling Co.,
Ltd.
6,000,000
50.00

120,000

1.00

6,120,000
51.00
Jiahuan Dongni Co., Ltd. (note 2) 0
0

0

0.00

0

0
Southeast Asset Development Co.,
Ltd.
29,000,000
100.00

0

0.00

29,000,000
100.00
Taiji Ship Plant Co., Ltd. 25,611,169
31.01
1,928,044
2.33

27,539,213
33.34

Note 1: The company’s investment by equity method.

59

Four. Fundraising Situation

I. Capital and shares

(I) Source of share capital:

Unit:NT$; share Unit:NT$; share Unit:NT$; share
Date Issue
price
Approved share capital Paid-in capital Note


Number of
shares
Amount Number of
shares
Amount Source of
share capital
Property
other
than
cash as
share
capital

Other
September
1996

10
343,882,000 3,438,820,000 343,882,000 3,438,820,000 Capital increase
from earnings
(note 1)
None None
September
1997

10
800,000,000 8,000,000,000 495,464,300 4,954,643,000 Capital increase
from earnings &
cash capital
increase
(note 2)

None
None
July 1998 10 800,000,000 8,000,000,000 545,010,730 5,450,107,300 Capital increase
from capital
reserve
(note 3)
None None
August
2000
10 800,000,000 8,000,000,000 558,635,998 5,586,359,980 Capital increase
from earnings
(note 4)
None None
August
2004
10 800,000,000 8,000,000,000 586,567,797 5,865,677,970 Capital increase
from earnings
(note 5)
None None
April
2006
10 800,000,000 8,000,000,000 583,314,797 5,833,147,970 Cancelled shares
bought back
(Note 6)

None
None
June 2006 10 800,000,000 8,000,000,000 576,000,797 5,760,007,970 Cancelled shares
bought back
(note 7)

None
None
December
2008

10
800,000,000 8,000,000,000 572,000,797 5,720,007,970 Cancelled shares
bought back
(note 8)

None
None
  • Note 1: June 13, 1996 (85) Tai-Cai-Zheng (I) No. 36904

  • Note 2: June 3, 1997 (86) Tai-Cai-Zheng (I) No. 41372

  • Note 3: June 20, 1998 (87) Tai-Cai-Zheng (I) No. 53956

  • Note 4: June 27, 2000 (89) Tai-Cai-Zheng (I) No. 55307

  • Note 5: July 7, 2004 Cheng-Chi-Yi No. 0930129934

  • Note 6: January 25, 2006 Jin-Guan-San No. 0950103221

  • Note 7: April 18, 2006 Jin-Guan-Zheng-San No. 0950113669

  • Note 8: November 28, 2008 Jin-Guan-Zheng -San No. 0970064920

60

Share type Approved share capital Approved share capital Note
Outstanding shares
(already listed)
Unissued shares Total
Registered
ordinary shares
572,000,797 227,999,203 800,000,000

(II) Shareholder structure:

April 30, 2021

Shareholder
structure
Quantity


Government
agencies
Financial
institutions
Other legal
persons
Individuals Foreign in-
stitutions and
individuals
Total
Number 1 1 42 7,502 41 7,587
shareholding 10,500 23,000 449,344,835 79,442,496 43,179,966 572,000,797
shareholding
ratio
0.00 0.00 78.56 13.90 7.54 100

Note: No mainland China shareholding.

(III) Diversified holding of ordinary shares:

NT$10 per share

April 30, 2021

Shareholding tiers Shareholder
number
shareholding shareholding sharehold-
ingratio
1
to
999
4,221 649,721 0.11
1,000
to
5,000
2,648 4,797,504 0.84
5,001
to
10,000
301 2,423,190 0.42
10,001
to
15,000
93 1,138,448 0.20
15,001
to
20,000
62 1,143,829 0.20
20,001
to
30,000
63 1,637,556 0.29
30,001
to
50,000
39 1,600,035 0.28
50,001
to
100,000
50 3,363,425 0.59
100,001
to
200,000
30 4,322,850 0.76
200,001
to
400,000
24 6,628,808 1.16
400,001
to
600,000
8 3,990,979 0.70
600,001
to
800,000
5 3,574,700 0.62
800,001
to
1,000,000
5 4,511,307 0.79
1,000,001
to
999,999,999
38 532,218,445 93.04
Total 7,205 572,000,797 100.00

61

(IV) List of major shareholders:

April 30, 2021 April 30, 2021

Major shareholder name
Shareholdings
shareholding
shareholding ratio
Dongshu Investment Co.,Ltd. 80,496,816 14.07%
(IV) List of major shareholders: (IV) List of major shareholders: (IV) List of major shareholders:
April 30, 2021
Shareholdings
Major shareholder name
shareholding
shareholding ratio
Dongshu Investment Co.,Ltd.
80,496,816
14.07%
Shareholdings
Major shareholder name

shareholding
shareholding ratio
Dongshu Investment Co.,Ltd. 80,496,816 14.07%
TaijiShipPlantCo.,Ltd. 49,292,761 8.62%
Changching Co.,Ltd. 40,070,010 7.01%
Consortium Legal Person Fukang Cultural
andEducational Foundation
38,829,350 6.79%
Baifu Investment Co.,Ltd.(shares) 35,008,148 6.12%
Consortium Legal Person Southeast Cultural
Foundation

33,421,803
5.84%
Yue-Ling Chen 30,065,760 5.26%
YingchenCo.,Ltd. 26,421,219 4.62%
Consortium Legal Person Chao-Shu Chen
Public Welfare CharityFoundation

24,885,291
4.35%
ChengtaiCementCo.,Ltd. 24,005,929 4.20%

(V) Market price, net value, earnings and dividend information in the last two years:

Item Year Year
2019
2020 Current year as of
March31,2021
Market
price per
share
Highest 17.85 18.40 17.50

Lowest
15.10 13.05 13.05
Average 16.57 16.51 16.65
Net val-
ue per
share
Before distribution 14.90 14.84 Note3
After distribution 14.80 14.74 -
Earnings
per share

Weighted average share number

569,887,932
569,887,932 569,887,932

Earningsper share
0.06 0.04 Note3
Divina-
tion per
share
Cash dividend 0.1 0.1 -
Free
share
allotment
Shares allotted from
earnings
0 - -

Shares allotted from
capital reserve
0 - -
Accumulate unpaid dividend 0 0 -
Invest-
ment
return
analysis
Price-earnings ratio 276.17 412.75 -
Capital-gain ratio 165.7 165.1 -
Cash dividend yield 0.01 0.01 -

Note: 1. It is proposed to allocate a dividend of NT$0.1, but it has not yet been ap-

62

proved by the shareholders’ meeting.

  1. The weighted average share number is after deduction of the number shares of the parent company held by subsidiaries.

  2. The financial information for the current year as of March 31, 2021 has not been reviewed by the independent auditor as of the date of publication of the annual report.

  3. (VI) Corporate dividend policy and execution status:

  4. The company’s dividend policy:

If the company makes a profit in the fiscal year, it shall first pay taxes and make up for previous losses, and then allocate 10% as the legal reserve until the legal reserve reaches the total capital of the company. After making the provisions and reversing the special reserve in accordance with the regulations of the competent authority, the balance shall be combined with the accumulated undistributed earnings of the previous year and the undistributed earnings adjustment of the current year to be the earnings available for distribution. The board of directors shall draft an earnings distribution plan, and submit it to the shareholders’ meeting for a resolution on the distribution of shareholder dividends.

The company’s dividends shall be distributed in accordance with the proportion specified in the preceding paragraph, taking into account the characteristics of business climate changes, the demand for future funds and long-term financial planning in the life cycle of various products or services, while maintaining a stable dividend. The dividend principle is to distribute all shareholders’ dividends in cash. However, if the company needs funds for capacity expansion, improvement of financial structure and major investment plans, then more than 50% shall be stock dividends and the rest cash dividends.

  1. Proposed dividend distribution at the shareholders’ meeting:

  2. (1) At the beginning of 2020, the retained earnings was NT$ 193,912,296 , and after the addition of the net profit after tax of NT$ 22,157,309 in 2020, disposal of equity instruments measured at fair value through other comprehensive income of NT$ 14,319,968 , and remeasurement of defined benefit plans of NT$ (67,672) included in retained earnings, the total distributable earnings after adjustment is NT$ (98,107) . A legal reserve of NT$ 230,223,794 is allocated, and NT$ (3,631,150) of earnings is retained and not distributed. The remaining balance of NT$57,200,079 is proposed to be fully distributed with a cash dividend of NT$0.1 per share for ordinary shares.

  3. (2) It was approved in the 5th board meeting of the 32st term of the company on March 18, 2021, and submitted to the (2021) general shareholders’ meeting for ratification.

63

  • (7) Impact of the free share allotment on the company’s business performance, earnings per share and shareholders’ investment return:
gs per share and shareholders’ investment return: gs per share and shareholders’ investment return: gs per share and shareholders’ investment return:
Year
Item
2020
(estimated)
Beginning collection capital 5,720,007,970
Stock and
cash divi-
dends of the
year
Cash dividendper share 0.1
Number of shares allotted from capital in-
crease from earnings
Number of shares allotted from capital in-
crease from capital reserve
Business
performance
change
Operatingincome
Increase (decrease) ratio of operating income
from the sameperiod lastyear

Netprofit after tax -
Increase (decrease) ratio of net profit after tax
from the sameperiod lastyear

-
Earningsper share -
Increase (decrease) ratio of earnings per share
from the sameperiod lastyear

-
Annual average investment return rate (in-
verse of annual averageprice-earnings ratio)
-
Proposed
earnings per
share and
price-earnin
gs ratio
If the capital in-
crease from earn-
ings is all distribut-
ed as cash dividend
Proposed earnings per
share

-
Proposed average annual
investment return rate

-
If no capital in-
crease from capital
reserve is handled
Proposed earnings per
share

-
Proposed average annual
investment return rate

-
If no capital in-
crease from capital
reserve is handled
and the capital in-
crease from earn-
ings is all distribut-
ed as cash dividend
Proposed earnings per
share

-
Proposed average annual
investment return rate

-
  1. The company shall explain the basic hypothesis of the estimated or proposed data.

  2. Proposed earnings per share if the capital increase from earnings is all distributed as cash dividend

64

  • = [net profit after tax - estimated interest expenses payable on cash dividends * × (1 - tax rate)]/[total number of shares issued at the end of the year - number of shares from earnings allotment**]

Estimated interest expense of cash dividend * = amount of capital increase from earnings × one-year general lending rate

  • Number of shares from earnings allotment **: refers to the number of shares increased due to the previous year’s allotment of capital increase from earnings

  • Annual average price-earnings ratio = annual average market price per share/earnings per share of annual financial report

(VIII) Employees’ and directors’ remuneration:

  1. If the company has a profit in the annual settlement, it shall allocate not less than 2% as the employees’ remuneration, which shall be distributed in stock or cash by resolution of the board meeting; the company may allocate not more than 3% of the profit above as the directors’ remuneration by resolution of the board meeting. The distribution of employees’ remuneration and directors’ remuneration shall be reported at the shareholders’ meeting.

  2. However, when the company still has accumulated losses, it shall reserve the remuneration amount in advance, and then allocate employee remuneration and director remuneration in proportion to the preceding paragraph.

  3. The basis for estimating the remuneration of employees and directors in the current period, the basis for calculating the employees’ remuneration distributed by shares, and the accounting treatment in case of any difference between the actual amount of distribution and the estimated amount: The remuneration of employees and directors of the company in 2020 is estimated according to the provisions of the articles of association. If there is any difference between the remuneration and the actual allotment, it will be regarded as the change of accounting estimation and included in the profit of 2021.

  4. The proposed distribution of employees’ remuneration by the board meeting: The earnings in 2020 shall be distributed in accordance with the provisions of the articles of association of the company.

  5. (1) NT$266,671 was allotted as employees’ remuneration and NT$400,005 as directors’ remuneration. There is no difference between the above proposed allotment amount, employees’ remuneration and directors’ remuneration and the estimated amounts in 2020. However, if there is any difference between the actual allotment amount determined by the subsequent shareholders’ meeting and the amount determined by the board meeting, it shall be regarded as a change in accounting estimate and included in the profit of 2021.

65

  • (2) The amount of employees’ remuneration distributed by shares and its proportion to the total amount of after-tax net profit of the individual or respective financial report and the total employees’ remuneration in the current period: Not applicable.

  • (3) Estimated earnings per share after the proposed allotment of employees’ and directors’ remuneration: NT$0.06.

  • Actual allotment of employees’ and directors’ remuneration in the previous year:

Unit: NT$

Unit: NT$
Allotment item
Allotment
Employees’ re-
muneration
Directors’ remuner-
ation
Proposed allotment by
the boardmeeting
914,632 1,371,947
Actual allotment 914,632 1,371,947
  • (IX) The company’s buyback of its shares as of the publication date of the annual report: None.

II. Handling of corporate bonds, preferred shares and overseas depositary receipts:

III. Handling of employee stock option certificates:

  • (I) The company’s outstanding employee stock option certificates shall be disclosed as of the date of publication of the annual report and the impact on shareholders’ equity: None.

  • (II) The names and acquisition and subscription status of the managers and the top ten employees who have obtained the employee stock option certificates as of the date of publication of the annual report: None.

IV. Handling of new shares with restricted employee rights:

  • (I) For the new shares with restricted employee rights for which the acquisition conditions have not been fully met, the handling status as of the date of publication of the annual report and the impact on shareholders’ equity shall be disclosed: None.

  • (II) The names and acquisition status of the managers and the top ten employees who have obtained the new shares with restricted employee rights as if the date of publication of the annual report: None.

V. Handling of new shares issued for M&A or transfer of shares of other companies:

  • (I) Mergers and acquisitions or transfer of shares of other companies for issuing new shares that have been completed in the most recent year and as of the date of publication of the annual report: None.

66

  • (II) For mergers and acquisitions or transfer of shares of other companies for issuing new shares that have been approved by the board meeting, and mergers and acquisitions or transfer of shares of other companies for issuing new shares that are in process in the most recent year and as of the date of publication of the annual report, disclose the execution status and the impact on shareholders’ equity: None.

VI. Implementation of Fund Utilization Plan:

  • (I) Plan content:

The previous issuance or private placement of securities that has not been completed, or has been completed in the last three years but the planned benefits have not yet appeared: None.

  • (II) Implementation status: Not applicable.

67

Five. Operation Overview

I. Business Contents

  • (I) Business Scope:

  • Main business contents:

  • (1) C901030 Cement manufacturing

  • (2) B202010 Non-metallic mining

  • (3) C901040 Ready mixed concrete manufacturing

  • (4) C901050 Cement and concrete product manufacturing

  • (5) H701010 Development, lease and sale of residential and office buildings

  • (6) H701040 Specific area development

  • (7) H701060 new town, new community development

  • (8) H703100 Real estate leasing

  • (9) J102040 Waste treatment

  • (10) F1120200 Building materials wholesale

  • (11) F2202110 Building materials retail

  • (12) CD01010 Ship and parts manufacturing

  • (13) CD01020 Rail vehicles and parts manufacturing

  • (14) A201040 Forest amusement area operation

  • (15) J701020 Amusement park

  • (16) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

2. Business proportion in 2020:

Item Individual Individual Consolidated Consolidated
Amount (NT$ thousand) Percent-
age(%)
Amount (NT$ thousand) Percent-
age(%)
-Cement 1,296,974 81.45 1,295,602 81.43
Furnace stone
powder
222,044 13.95 222,044 13.96
Other 19,355 1.22 19,355 1.22
Lease 53,886 3.38 53,985 3.39
Sale of buildings
and land
- - - -
Total 1,592,259 100.00 1,590,986 100.00
  1. Products (services) planned for development: None.

68

(II) Industry Overview:

  1. Current industry status and development:

  2. (1) Cement industry

    • In 2020 the domestic cement market demand is 12,080,000 metric tons, an increase of 730,000 metric tons from 11,350,000 metric tons in 2019, a growth of 6.4%. The volume of imported cement and clinker is 2,480,000 metric tons, an increase of 180,000 metric tons from 2,300,000 metric tons in 2019, a growth of 7.8%. According to the statistics of the General Accounting Office, Executive Yuan, the floor area of buildings approved with the construction licenses issued in 2020 increased by about 12% compared with that in the same period of 2019. With the active promotion of public work construction, the budget of the overall public construction plan also increased by NT$81.8 billion, a growth of 21.3%. Driven by the overall civil and public construction, the market expanded and cement demand increased.

However, the imported grinders still have low cost, and the import volume is significantly growing. It has seriously eroded the domestic cement market to make the company’s operation more serious.

  • (2)Construction industry

At the end of 2020, the Central Bank suddenly launched policies to curb speculation in real estate, such as “illegal red order trading,” “credit control measures of the Central Bank,” “banking control by the FSC,” “real price registration 2.0,” “new LTV risk weight system” and “integrated taxation for houses and land.” However, the serious shortage of workers and soaring land prices continue to push up the cost and price of real estate.

At present, due to the low interest rate, surplus capital is looking for ways out, resulting in new highs in the housing and the stock market. In addition, as the technology industry transfers orders due to COVID-19, many industry zones are committed to the expansion of factories and paying cash for workers, and the real estate industry faces an unprecedented lack of workers; the soaring land price further deepens the risk of a bubble in the industry.

69

  1. Relationship among upstream, midstream and downstream industries:

  2. (1) Cement industry

==> picture [391 x 266] intentionally omitted <==

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

Raw material Finished product
Clinker
Clinker
Premixed concrete
industry
Non-meta Cement product
Plaster
industry
llic ing
industry Cement
industry Construction dustry
Steel smelting Water
Public construction
industry quenched
f
----- End of picture text -----

  • (A) Relationship between finished products and downstream industries:

  • Premixed concrete industry, cement products, construction and public works are the downstream industries of the cement industry; cement is used in the civil construction industry, public works and national defense construction, and deeply affects the prosperity of the domestic cement industry.

  • (B) Various product development trends and competition situation:

    • Supply and demand: Due to transportation and cost consideration, cement is mainly transported and sold at the place of production. Because of the coming gap when the term of the western ore expires, in addition to purchasing raw materials, the manufacturers in the west have to rely on the cement from the east or imported cement to fill the gap; however, limited by the ports and the storage and transportation capacity, there is still difficulty in the balance of production and sales.

    • Alternative: Due to cost consideration, the premixed concrete industry increases additives such as blast furnace stone powder and flying gray to replace cement, and this has formed a long-term inevitable trend.

70

  • Competitive situation: Based on product characteristics, the company’s sales are mainly in the southern region, and the quality products and good after-sales service provided in the long term have won customer trust and affirmation.

  • (2) Construction industry

The fact that “Southeast Cement” has been in existence for more than 60 years since its establishment on December 28, 1956, and that it is a well-known brand among listed companies are the most powerful marketing tool of Southeast Asset; all the construction cases of Southeast Asset are in cooperation with the parent company, the bag cement of Southeast Cement is used, and only the factories using the cement of Southeast Cement are appointed for the premixed concrete, in order to effectively integrate the supply with its own materials.

  • (III) Overview of technology and R&D:

Unit: NT$ thousand

Unit: NT$ thousand
Year 2020 As of April 30,2021
Amount 15 5
  • (IV) Long- and short-term business development plans:

  • Long-term plan

  • (1) Cement industry

The company still bases its operation on cement and furnace stone powder as the major products, and continuously purchases cement clinker and uses existing equipment for production and sales; in response to market demand, the company is developing the new product – blast furnace cement – which is used for geological improvement projects and floor tiles of construction companies to increase the company’s revenue. The water quenched furnace stone is still purchased from China Steel and ground into furnace stone powder the southern part of the ground.

(2) Construction industry

Continue to purchase the land in the southern with development value, accurately calculate the land development efficiency per ping , plan high-turnover objects, and enhance quality to raise the price. At present, the construction of townhouses with 16 units and an office building with 114 units including 13 floors above ground and 3 floors underground in the New Hougang West Section of Renwu District, Kaohsiung are being planned, and construction permits are expected to

71

be obtained in mid-March 2021. Products are being planned in the Pingtung-Dalian Section; the product plan is expected to be completed in August 2021 and the construction permit will be applied for.

  1. Short-term plan

  2. (1) Cement industry

Strive to acquire construction business opportunities, expand new product sales markets, improve quality standards, and strengthen customer service to ensure market status and competitive advantage.

  • (2) Construction industry

Accelerate the turnover of already developed cases and the progress of new cases, in order to improve the company’s investment efficiency and active and capital turnover rate. The property right transfer and delivery of houses in the Pingtung-Beishi Section is expected to start in April; the construction in the Tainan – Dong’an Section has started in June 2020, and an advertising company is commissioned for pre-sale.

II. Overview of the market and production and sales

(I) Market analysis:

(1) Cement industry

The total amount of the major public construction projects with an awarded price of more than NT$1 billion each in the southern region in 2020 was NT$85.1 billion, an increase of NT$26.7 billion from NT$58.4 billion in 2019, a growth rate of 45.7%. According to the data from the Construction Department, the total construction area of buildings is 32.4 million m[2] in the Taiwan and Minnan area, an increase of 4.56 billion m[2] from 27.84 billion m[2] in 2019, a growth rate of 16%. Looking forward to 2021, the cement demand of public work construction and civilian construction will grow steadily.

72

Comparison of production and sales in Taiwan from January to December 2020 and the same period last year

parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
parison of production and sales in Taiwan from January to December 2020 and the
same period last year
Unit: thousand metric tons
Domestic production Imports Domestic
consumption
Cement
production

Cement
for do-
mestic
supply
(A)
Cement
for ex-
port
Cement Clinker Total
(B)
(A + B)
January–December
2020

11,786

9,596

2,266

442

2,041
2,483
12,079
January–December
2019

11,267

9,054

2,321

381

1,914
2,295
11,349
Increase(decrease) 519
542

-55

61

127

188

730
Growth rate(%) 4.61%
5.99%
-2.37% 16.01% 6.64% 8.19%
6.43%
  • (2) Construction industry

The total sales amount of the Pingtun-Beishi Section is adjusted upward to NT$420 million; the total sales amount of the Tainan-Dong’an section is temporarily scheduled at NT$370 million.

  • At present, the southern market still has a rigid demand, and the demand is mainly for self-housing and then for employment. With the government’s continuous promotion of major construction projects—the southern extension of the high-speed railway line, the underground railway and the expansion of the Science Park—coupled with global currency devaluation and lower interest rates, the southern housing price is expected to continue to rise.

Favorable and unfavorable factors affecting the future development of the company:

1. Favorable factors:

(1) Cement industry

As the forward-looking construction plan and public works continue, major construction projects such as the oil tank relocation project for intercontinental piers, planned military port project in Zuoying Weihai, plant construction at Nanke Science Park, Tainan underground railway, Shalun Green Energy Park construction, Kaohsiung armory relocation project, Pingtung Veterans’ General Hospital, Kaohsiung Renwu Science Park, Pingtung parking lot project, etc., lead to an increase in the number of major projects in the south, and will help cement sales together with the growth of civil construction cases and expansion of construction area.

  • (2) Construction industry

73

  - Due to the continuous development of the forward-looking construction plan and previous construction projects in the southern region, not only is a large number of employment opportunities created, but the local development is also accelerated; these are conducive to the future development of the construction industry.

  - Under the effect of large-scale land hunting by major builders, the land price in the southern region is rising and reaching new highs. Although there are different opinions, some consumers worry that the house price will continue to rise which will speed up the phenomenon of house buying.

  - Suburban areas with convenient transportation systems are more suitable for leisure and retirement housing, and belong to the minority commodity market area; areas with job opportunities are more diversified, and the first-time buyers, investors and house changers can accept this area, which belongs to the mass commodity market area.

  - Long-term low interest rates will help real estate sales.
  1. Unfavorable factors:

  2. (1) Cement industry

Due to the lack of labor force in construction projects, delayed project progress, weak consumption power due to COVID-19, increasingly stringent environmental protection laws and regulations, increased cost of related facilities improvement, hidden worries about electricity price rise, etc., the company’s operation will face more difficulties.

  • (2) Construction industry

    • Taiwan’s population growth is decreasing, and the demand for housing will be relatively less.

    • The lack of labor in the construction industry has seriously affected the progress of construction projects.

    • The gradual decrease of residential land available for construction, the rising cost of land, and the high ratio of house price to income all have an impact on the construction industry, especially on first-time buyers.

    • Increasingly stringent environmental regulations and changes in energy policies have led to the rise of electricity prices, which has further troubled the operation of the construction industry.

    • All kinds of unfavorable factors are affecting the market, resulting in weak consumption power and indirectly affecting purchase intention.

    • In such an environment, it will also be difficult for the construction industry to control the cost of construction projects, and the purchase behavior of customers will also be affected.

  • Countermeasures for unfavorable factors

  • (1) Cement industry

74

Continuously improve the existing production equipment, strengthen equipment maintenance, seek low-cost sources of raw materials to reduce production costs, stabilize existing customers and develop new products for the market, make the sales strategy flexible, and deepen customer service to increase sales to seek the maximum benefit of the company.

  - (2) Construction industry: reduce cost and increase income

     - Carefully select reputable manufacturers, whether they are engineering construction manufacturers or material manufacturers, so as to avoid excessive differences in construction costs. Strict requirements should be made on the signing of construction and material contracts and investigation of manufacturers.

     - Formulate strict construction procedures and efficient construction management to make the construction process orderly. Strictly implement and indirectly reduce construction costs.

     - Reserve appropriate amount of land. Suburban land with a convenient transportation system is the future trend, and integrated land with old and dangerous buildings in urban areas are also suitable. The land around Qiaotou Science Park can be appropriately reserved.

     - If the pre-sale mode is adopted for future sales cases, when the sales volume reaches 35%, think carefully about the strategy for the next stage.

     - The planning of the case should be in line with the needs of the region. In this way, the sales price can be increased and the profit can be increased. The future after-sales service is a long-term task of the company, which needs to be strengthened.
  • (II) Applications of major products and production process:

    1. Major products: 1. Application of Portland I cement: public works and building construction.

    2. Application of Portland II cement: public works and building construction.

    3. Furnace stone powder: public works and building construction.

  • Production process:

Cement is made by grinding clinker and gypsum, as follows:

  • A. Cement grinding: Grinding clinker and gypsum to standard fineness (337–380 by gas permeability) to become cement products. After the cement is made, the strength of the cement still needs to be tested. At present, the 28-day strength standard of Portland I cement is 380kg/cm[2] . In addition, in the grinding process, appropriate additives such as silica, aluminum or fur-

75

nace stone powder can be added according to the needs of customers to produce fly ash cement, blast furnace cement and silica cement.

  • B. Packing: The shipment of cement can be divided into two categories: bulk and bag. The bulk cement is directly unloaded to the bulk truck by the loading port according to the number on the weighbridge, and the bag cement is loaded and shipped from the cement warehouse after weighing by the packing machine and by bag. There are wet, semi-wet and dry methods for raw material grinding of cement. The wet method consumes a lot of heat to evaporate water; the production efficiency is the lowest, and has never been used in Taiwan. The semi-wet and Lepol process are now being gradually replaced by the suspension-preheating dry method which has a high thermal efficiency.

(III) Main original fuel supply status:

Raw material
name
Supply
Clinker Purchased domestically
Plaster Purchased domestically
Water
quenched
furnace
stone
Purchased domestically
  • (IV) Main customers of purchase (sales) in the last two years:

  • List of sales customers accounting for more than 10% of the total sales in the last two years:

2019 2019 2019 2020 2020 2020 2020
Item
Name
Amount
(NT$ thou-
sand)
Percentage
of the total
net sales
amount
[%]


Relationship
with the
issuer

Name
Amount
(NT$ thou-
sand)
Percentage
of the total
net sales
amount
[%]


Relationship
with the
issuer
1 Goldsun
Co.,Ltd.
262,485
16.56

None
Goldsun
Co.,Ltd.
182,963
16.56

None
2 Honghsin
Building
Materials
Co.,Ltd.
150,759
9.51

None
Lianghsun
Corporation
Co., Ltd.

170,598

9.51

None
Other 1,171,696
73.93

None
Other 1,237,425
77.78

None
Net sales
amount
1,584,940
100.00
Net sales
amount
1,590,986
100.00

Note: The consolidated report information is used.

76

  1. List of manufacturers accounting for more than 10% of the total purchase amount in the last two years:
2019 2019 2019 2020 2020 2020
Item Name Amount
(NT$ thou-
sand)
Percentage
of the total
net pur-
chase
amount
[%]

Relationship
with the
issuer

Name
Amount
(NT$ thousand)
Percentage
of the total
net pur-
chase
amount
[%]
Relationship
with the
issuer
1 Taiwan
Cement
919,126
77.05

None
Taiwan
Cement
885,654
77.83
None
2
Other 273,729 22.95
None
Other 252,288
22.17
None
Net pur-
chase
amount
1,192,855
100.00
Net pur-
chase
amount
1,137,942
100.00

Note 1: The consolidated report information is used.

  • (V) Major product output value in the last two years:

Unit: metric tons/NT$ thousand

Year
Output value
Major product
(ordepartment)
2019 2019 2019 2020 2020 2020
Capacity Yield Output
value
Capacity Yield Output
value
Cement 871,000 565,756 1,039,359 871,000 550,857 1,023,944
Furnace stone
powder

232,000

171,229

183,693

232,000

182,147

195,929
Total 1,103,000 736,985 1,223,052 1,103,000 733,004 1,219,873

(VI) Major product sales volume in the last two years:

Unit: metric tons/NT$ thousand

2019 2019 2019 2019 2020 2020 2020 2020
Domestic sales Export Domestic sales Export
Volume Value Volume
Value

Volume
Value Volume
Value
557,317 1,290,387 0 0 557,837 1,296,97 4
0
0
169,543
201,159

0

0
181,014
222,04
4
0

0
726,860 1,491,546 0 0 727,380 1,519,01 8
0
0

77

III. Employee profile in the last two years

(I) The company

I) The company I) The company
Year 2019 2020 Current year as of
April 30, 2021
Number of employees 112 108 107
Average age 53.4 54.2 53.3
Averageyear of service 10.17 10.94 10.29
Academic
distribution
ratio (%)
PhD 0 0 0
Master 3 3 3
College and
university
43 43 45
High school 46 46 44
Below high
school
8 8 8

(II) All companies in the financial report

Year Year 2019 2020 Current year as of
April 30, 2020
Number of employees 119 119 116
Average age 52.8 53.8 53.12
Averageyear of service 9.7 10.16 9.68
Education
Distribution
Ratio (%)
PhD 0 0 0
Master 3 3 3
College and
university
44 45 48
High school 45 44 41
Below high
school
8 8 8

IV. Environmental protection expenditure information

(I) Loss due to environment contamination in the last two years and up to the date of publication of the annual report:

Item
Pollution status
(type, degree)
Compensation object or
disposal unit
Compensation amount
or disposal situation
Other losses
2019
Air pollution
Environmental
Protection Bureau
NT$36,000
None
2020
Waste disposal
Environmental
Protection Bureau
NT$24,000
None
2021 as of
April30
None
None
None
None

78

(II) Countermeasures:

  1. In order to strengthen the inspection and maintenance of production equipment, the environmental protection number should be added in addition to the original equipment number in the equipment inspection and maintenance record, so as to implement the inspection and maintenance work and facilitate the subsequent inspection.

  2. For the emergency measures in case of equipment malfunction, the “Emergency Measures to Prevent Pollution Exceeding Emission Standards or Limits” has been amended, and personnel training has been strengthened to implement the emergency measures for exceptions.

  3. (III) The company’s key environmental protection work in the future:

  4. Continue the soil and water conservation and landscape maintenance in the original mining area.

  5. Strengthen the cleaning of transportation routes and environmental greening in the plant area.

  6. Strengthen the maintenance of production equipment, and ensure the normal operation of air pollution control equipment to avoid pollution.

  7. Strengthen the professional training and management of staff, reduce human negligence, and strengthen the ability to respond to abnormal situations.

V. Labor Relations

  • (I) Employee Welfare System:

  • Major employee benefits and implementation status:

  • (1) Based on the Labor Standards Act and related regulations, the company formulated its “Work Rules” which was approved by the competent authority.

  • (2) The Employee Welfare Committee is established to handle various welfare business, such as the year-end dinner, birthday gift, Labor Day gift, three Festival gift certificate, etc., with excellent performance.

  • (3) The Employee Self-improvement Association is established to provide direct benefits for employees, such as wedding and funeral funds for employees and their immediate family members, emergency relief funds, hospitalization consolation funds, interest-free loans, accommodation supply, employee group insurance, free health examination, group employee travel subsidies, retiree care, etc., to free the employees from worries about their families.

  • (4) The Employee Training Committee is established to handle staff training, instill new knowledge, and cultivate enterprise ethics to enhance technical level and professional ethics.

  • Employee retirement system and implementation status: The company has established its Labor Retirement Measures according to law to stabilize employees’ life after retirement, and the seniority of em-

79

ployees before July 1, 2005 has been settled in accordance with Article 11 of the Labor Pension Act. Since July 1, 2005, the company has established its retirement measures for the allocation according to the Labor Retirement Regulations, and the company allocates 6% of the employee salary every month to the employee’s personal pension account; if there is any voluntary pension allocation, the amount shall be withheld from the employees’ monthly salary at the voluntary allocation rate to the personal pension account at the Labor Insurance Bureau.

The provisions of the Labor Pension Act applicable to the company are as follows:

  • (1) Voluntary retirement:

  • Employees with one of the following conditions may apply for retirement:

  • [1] Having worked for more than 15 years or over 55 years of age.

  • [2] Having worked for more than 20 years.

  • [3] Having worked for more than 10 years or over 60 years of age.

  • (2) Forced retirement:

If the employee has one of the following conditions, the company may not force his/her retirement:

  • Over 65 years of age.

  • Mentally or physically disabled and unable to perform the duty required.

Regarding the age requirement in the first paragraph above, the company may apply with the central competent authority for approval and adjustment if the employee’s work is of a dangerous or physically demanding nature. However, the age shall be no less than 55.

  - Labor–management agreement: None.
  • (II) Loss due to labor disputes in the last three years and as of the date of publication of the annual report:

  • Loss due to labor disputes in the last three years and as of the date of publication of the annual report: None.

  • Current and future countermeasures: None.

  • Estimated amount of current and future occurrence: None

80

VI. Important Contracts

Contract
nature
Party Contract
Contractperiod
Main content Restriction
clauses
Lease con-
tract
Chengtai Cement
Co., Ltd.
January 1, 2021 –
December 31,
2025
Renting the land of
this company’s
Kaohsiung plant
and its production
equipment.
None
Lease con-
tract
Taiwan’s China
Petroleum
Company
January 1, 2017 –
December 31,
2021
Renting the land of
the
oil
plant
segment,


only for cement
manufacturing
andprocessing.
Lease con-
tract
Southern-region
Office of the
National Property
Administration
February 1, 2019 –
December 31,
2027

Renting the land of
the Gaonan
segment.
None
Lease con-
tract
Taiwan Railways
Administration,
Ministry of
Transportation and
Communications
October 21, 2019 –
October 20, 2022

Renting the land of
the Gaonan and the
Shande segment.
None
Lease con-
tract
Taiwan
Concrete
Co., Ltd.
January 1, 2021 –
December 31,
2021
Renting the land of
the Gaonan
segment.
Restricted
to the
piling of
raw
materials.
Lease con-
tract
Boyuan
Construction
Co.,
Ltd.
February 15,
2016 –
February14,2032
Renting
the
land
and building of the
Wannei segment.


None

81

Six. Financial Overview

I. Condensed Balance Sheet and Comprehensive Income Statement of the Last Five Years

(I) Condensed consolidated balance sheet:

Unit:NT$thousand Unit:NT$thousand
Year
Item

2016
(note 1)
2017
(note 1)
2018
(note 1)
2019
(note 1)
2020
(note 1)
Current assets 1,998,413
2,117,646

2,029,986

2,026,192

1,963,779
Property, plant and
equipment
250,890
228,265

216,383

226,093

249,698
Intangible assets 0
0

0

58

23
Other assets 6,958,943
7,019,380

7,001,382

7,488,005

7,651,820
Total assets 9,208,246
9,365,291

9,247,751

9,740,348

9,865,320
Current
liabilities
Before
distribution
251,953
460,946

412,748

661,655

723,920
After
distribution
251,953
460,946

412,748

661,655

723,920
Non-current liabilities 315,443
324,536

322,865

507,709

592,681
Total
liabilities
Before
distribution
567,396
785,482

735,613

1,169,364

1,316,601
After
distribution
567,396
785,482

735,613

1,169,364

1,316,601
Owner’s equity
attributable to the owner
of the parent company
8,507,604
8,540,158

8,483,670

8,524,175

8,489,809
Share capital 5,720,008
5,720,008

5,720,008

5,720,008

5,720,008
Capital increase 185,044
187,952

188,057

188,162

188,267
Retain
earnings
Before
distribution
2,007,235
2,009,757

2,136,831

2,114,087

2,093,199
After
distribution
2,007,235
2,009,757

2,136,831

2,114,087

2,093,199
Other interests 607,502
634,626

450,959

514,103

500,520
Treasury stock (12,185)
(12,185)

(12,185)

(12,185)

(12,185)
Non-controlling interest 133,246
39,651

28,468

46,809

58,910
Rights and
interests
Total
Before
distribution
8,640,850
8,579,809

8,512,138

8,570,984

8,548,719
After
distribution
8,640,850
8,579,809

8,512,138

8,570,984

8,548,719

Note 1: Audited and certified by the independent auditor.

82

(II) Condensed individual balance sheet:

) Condensed individual ) Condensed individual balance sheet: balance sheet: balance sheet: balance sheet: balance sheet:
Unit:NT$thousand
Year
Item

2016
(note 1)
2017
(note 1)
2018
(note 1)
2019
(note 1)
2020
(note 1)
Current assets 1,271,374
1,516,988

1,468,195

1,427,080

1,363,990
Property, plant and
equipment
250,890
228,265

216,383

209,545

226,744
Intangible assets 0
0

0

0

0
Other assets 7,515,205
7,533,101

7,494,015

7,990,360

7,967,763
Total assets 9,037,469
9,278,354

9,178,593

9,626,985

9,558,497
Current
liabilities
Before
distribution
237,870
437,108

395,506

618,549

634,360

After
distribution
237,870
437,108

395,506

618,549

634,360
Non-current liabilities 291,995
301,088

299,417

484,261

434,328
Total
liabilities
Before
distribution
529,865
738,196

694,923

1,102,810

1,068,688

After
distribution
529,865
738,196

694,923

1,102,810

1,068,688
Share capital 5,720,008
5,720,008

5,720,008

5,720,008

5,720,008
Capital increase 185,044
187,952

188,057

188,162

188,267
Retain
earnings
Before
distribution
2,007,235
2,009,757

2,136,831

2,114,087

2,093,199
After
distribution
2,007,235
2,009,757

2,136,831

2,114,087

2,093,199
Other interests 607,502
634,626

450,959

514,103

500,520
Treasury stock (12,185)
(12,185)

(12,185)

(12,185)

(12,185)
Rights
and
interests
Total
Before
distribution
8,507,604
8,540,158

8,483,670

8,524,175

8,489,809
After
distribution
8,507,604
8,540,158

8,483,670

8,524,175

8,489,809

Note 1: The individual financial statements audited and certified by the independent auditor.

83

(III) Condensed consolidated income statement:

Unit:NT$thousand Unit:NT$thousand
Year
Item

2016 (note 1)
2017 (note 1) 2018 (note 1) 2019 (note 1) 2020 (note 1)
Operating income 1,478,515
1,716,725

1,676,187

1,584,940

1,590,986
Operating gross
profit
10,271
(43,205)

144,454

82,289

67,372
Business profit (75,303)
(137,175)

40,497

(8,509)

(30,573)
Operating income and
expenditure
292,639
201,190

30,744

51,653

38,003
Net profit before tax 217,336
64,015

71,241

43,144

7,430
Net profit of contin-
uingly operated units
207,603
58,307

65,589

33,243

16,949
Loss of closed units 0
0

0

0

0
Net profit (loss) of
the current period
207,603
58,307

65,589

33,243

16,949
Other comprehen-
sive profit in the
current period (net
after tax)
(91,853)
26,773

(9,357)

64,507

689
Total comprehensive
profit of the current
period
115,750
85,080

56,232

97,750

17,638
Net profit attributa-
ble to the owner of
the parent company
108,418
61,404

65,680

33,133

22,158
Net profit attributa-
ble to
non-controlling in-
terests
99,185
(3,097)

(91)

110

(5,209)
Total comprehensive
profit attributable to
the owner of the
parent company
16,564
88,184

56,187

97,600

22,729
Total comprehensive
profit attributable to
non-controlling in-
terests
99,186
(3,104)

45

150

(5,091)
Earnings per share
0.19

0.11

0.12

0.06

0.04

Note 1: Audited and certified by the independent auditor.

84

(IV) Condensed individual comprehensive income statement:

Unit:NT$thousand Unit:NT$thousand Unit:NT$thousand Unit:NT$thousand Unit:NT$thousand
Year
Item

2016 (note 1)
2017 (note 1) 2018 (note 1) 2019 (note 1) 2020 (note 1)
Operating income 1,478,295
1,455,094

1,562,161

1,572,842

1,592,259
Operating gross
profit
10,062
(94,031)

111,631

78,157

67,283
Business profit (68,257)
(161,738)

20,545

(4,870)

(14,605)
Operating income
and expenditure
180,997
225,564

46,814

48,315

27,272
Net profit before tax 112,740
63,826

67,359

43,445

12,667
Net profit of contin-
uingly operated
units
108,418
61,404

65,680

33,133

22,158
Loss of closed units 0
0

0

0

0
Net profit (loss) of
the currentperiod
108,418
61,404

65,680

33,133

22,158
Other comprehen-
sive profit in the
current period (net
after tax)
(91,854)
26,780

(9,493)

64,467

571
Total comprehen-
sive profit of the
currentperiod
16,564
88,184

56,187

97,600

22,729
Net profit attributa-
ble to the owner of
the parentcompany
108,418
61,404

65,680

33,133

22,158
Net profit attributa-
ble to
non-controlling in-
terests
0
0

0

0

0
Total comprehen-
sive profit attributa-
ble to the owner of
theparent company
16,564
88,184

56,187

97,600

22,729
Total comprehen-
sive profit attributa-
ble to
non-controlling in-
terests
0
0

0

0

0
Earnings per share 0.19
0.11

0.12

0.06

0.04

Note 1: The individual financial statements audited and certified by the independent auditor.

85

(V) Independent auditors in the last five years:

Year Accounting firm Name of independent auditor Audit opinion
2016
Crowe (TW)
CPAs
Ling-Wen Huang,Ren-Yao
Hsieh
Revised unqualified opinion
2017
Crowe (TW)
CPAs
Shu-Man Tsai,Ren-Yao
Hsieh
Unqualified opinion plus other
matter
2018
Crowe (TW)
CPAs
Shu-Man Tsai,Ching-Lin Li Unqualified opinion plus other
matter
2019
Crowe (TW)
CPAs
Shu-Man Tsai,Ching-Lin Li Unqualified opinion plus other
matter
2020
Crowe (TW)
CPAs
Shu-Man Tsai,Ching-Lin Li Unqualified opinion plus other
matter

II. Financial Analysis of the Last Five Years

(1) Analysis of consolidated financial statements:

Item Year 2016
(note1)
2017
(note1)
2018
(note1)
2019
(note1)
2020
(note1)
Financial
structure (%)
Debt to asset ratio 6.16 8.39 7.95 12.01 13.35
Ratio of long term funds
to property, plant and
equipment
3,444.08 3,758.71 3,933.83 3,790.91 3,423.62
Solvency (%) Current ratio 793.17 459.41 491.82 306.23 271.27
Quick ratio 379.09 198.35 181.77 133.59 114.7
Times interest earned 81,195.52 25,912.50 6,776.76 973.18 221.29
Business
capability
Turnover rate of
receivables(times)
4.08 5.43 4.66 4.06 3.91
Average cash in days 89.46 67.21 78.32 89.90 93.35
Turnover rate of
accountspayable(times)
9.93 9.87 7.11 7.04 7.08
Inventory turnover rate
(times)
2.57 3.54 3.16 2.48 1.98
Average sales days 142.02 103.10 115.5 147.17 184.34
Turnover rate of property,
plant and equipment
(times)
5.89 7.52 7.54 7.16 6.69
Total asset turnover rate
(times)
0.16 0.18 0.18 0.17 0.16

86

Profitability Return on assets(%) 2.24 0.63 0.71 0.39 0.22
Return on equity (%) 2.40 0.68 0.77 0.39 0.20
Ratio of net profit before
tax topaid-in capital(%)
3.80 1.12 1.25 0.75 0.13
Netprofit rate(%) 14.04 3.40 3.91 2.10 1.07
Earningsper share(NT$) 0.19 0.11 0.12 0.06 0.04
Cash flow Cash flow ratio(%) 0 0 3.86 26.87 15.29
Cash flow adequacy
ratio(%)
75.70 55.94 30.71 32.81 23.59
Cash reinvestment ratio
(%)
-5.37 -3.04 -0.62 1.87 0.84
Leverage Operatingleverage 0.02 0.51 3.05 -7.77 -1.71
Financial leverage 1.00 1.00 1.03 0.63 0.83
Reasons for changes in various financial ratios in the last two years:
1. The increase in the ratio of liabilities to assets and the decrease in current ratio and quick ratio were mainly
due to the decrease of current assets caused by the investment in property, plant and equipment and
right-of-use assets in 2020.
2. The decrease in times interest earned was mainly due to the increase of interest expense in 2020.
3. The decrease in inventory turnover rate was mainly due to the increase of inventory in 2020.
4. The increase in average sales days was mainly due to the decrease of inventory turnover rate in 2020.
5.The decrease in return on assets and return on equity was mainly due to the decrease of profit and loss after
tax.
6. The decrease in the ratio of net profit before tax to paid-in capital was mainly due to the decrease of profit
and loss before tax.
7. Reduction of net profit rate: Same as in 5.
8. Decrease in cash flow ratio and cash reinvestment ratio: Mainly due to the decrease of net cash inflow from
operating activities.
9. Decrease in cash flow adequacy ratio: Mainly due to the decrease of net cash flow from operating activities
in 2020.
  • Note 1: Audited and certified by the independent auditor.

  • Financial structure

  • (1) Ratio of liabilities to assets = total liabilities/total assets

  • (2) Ratio of long-term funds to property, plant and equipment = (total equity + non-current liabilities)/net real property, plant and equipment

  • Solvency

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

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

  • (3) Times interest earned = net profit before income tax and interest expense/interest expense in the current period

  • Business capability

  • (1) Turnover rate of receivables (including accounts receivable and notes receivable due to business): net sales/average receivables of each period (including accounts receivable and notes receivable due to business)

  • (2) Average cash in days = 365/turnover of receivables

  • (3) Inventory turnover = cost of goods sold/average inventory amount

87

  • (4) Turnover rate of payables (including accounts payable and notes payable due to business) = cost of goods sold/average payables of each period (including accounts payable and notes payable due to business)

  • (5) Average sales days = 365/inventory turnover

  • (6) Turnover rate of property, plant and equipment = net sales/average net amount of property, plant and equipment

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

  • Profitability

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

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

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

  • (4) Earnings per share = (profit attributable to the owners of the parent company - dividends on preferred shares)/weighted average number of shares (note 1)

  • Cash flow

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

  • (2) Net cash flow adequacy ratio = net cash flow from operating activities in the last five years/(capital expenditure + inventory increase + cash dividend) in the last five years

  • (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividend)/(gross amount of property, plant and equipment + long-term investment + other non-current assets + working capital) (note 2)

  • Leverage:

  • (1) Operating leverage = (net operating income - variable operating costs and expenses)/operating income (note 3)

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

  • Note 1: When measuring earnings per share in the formula above, special attention shall be paid to the following matters:

    1. The weighted average number of ordinary shares shall prevail, instead of the number of issued shares at the end of the year.

    2. Where there is a cash capital increase or treasury stock buyback, the weighted average number of shares shall be calculated with the circulation period taken into consideration.

    3. Where there is a capital increase from earnings or from capital reserve, the earnings per share in the previous year and six months shall be adjusted retroactively according to the proportion of the capital increase, without any consideration of the issuance period of such capital increase.

    4. If the preferred shares are non-transferrable cumulative shares, the dividend of the current period (whether paid or not) shall be reduced from, or the net loss after tax shall be added to the net profit after tax. If the preferred shares are non-cumulative, in the case of a net profit after tax, the dividend of the preferred shares shall be deducted from the net profit after tax; if it is a loss, then it is unnecessary to make any adjustment.

  • Note 2: Special attention shall be paid to the following matters in the cash flow analysis:

    1. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

    2. Capital expenditure refers to the cash outflow from capital investment every year.

    3. The increase in inventory shall only be included when the ending balance is larger than the opening balance. If the inventory decreases at the end of the year, it shall be counted as zero.

    4. Cash dividends include cash dividends of ordinary shares and preferred shares.

    5. Gross amount of property, plant and equipment refers to the total amount of property, plant and equipment before the deduction of accumulated depreciation.

  • Note 3: The issuer shall classify the operating costs and operating expenses into fixed and variable according to their nature. If there is any estimation or subjective judgment, attention shall be paid to its rationality to maintain consistency.

88

(II) Analysis of individual financial statements:

Item Year 2016
(note1)
2017
(note1)
2018
(note1)
2019
(note1)
2020
(note1)
Financial
structure
(%)
Debt to asset ratio 5.86 7.96 7.57 11.46 11.18
Ratio of long term
funds to property,
plant and equipment
3,390.97 3,741.33 3,920.67 4,067.97 3744.23
Solvency
(%)
Current ratio 534.48 347.05 371.22 230.71 215.02
Quick ratio 309.16 151.47 126.16 90.78 100.47
Times interest
earned
44,838.10 26,151.43 6,424.79 981.77 401.38
Business
capability
Turnover rate of
receivables(times)
4.08 4.73 4.45 4.03 3.92
Average cash in
days
89.46 77.16 82.02 90.57 93.11
Turnover rate of
accounts payable
(times)
22.91 9.11 6.89 7.25 7.97
Inventory turnover
rate(times)
3.58 4.36 3.35 2.72 2.88
Average sales days 101.95 83.71 108.95 134.19 126.73
Turnover rate of
property, plant and
equipment(times)
5.89 6.37 7.22 7.51 7.02
Total asset turnover
rate(times)
0.16 0.16 0.17 0.16 0.17
Profitability Return on assets(%) 1.19 0.67 0.72 0.40 0.27
Return on equity
(%)
1.27 0.72 0.77 0.39 0.26
Ratio of net profit
before tax to paid-in
capital(%)
1.97 1.12 1.18 0.76 0.22
Netprofit rate(%) 7.33 4.22 4.20 2.11 1.39
Earnings per share
(NT$)
0.19 0.11 0.12 0.06 0.04
Cash flow Cash flow ratio (%) 0 0 2.85 35.25 19.59
Cash flow adequacy
ratio(%)
132.64 103.52 84.96 85.80 79.07
Cash reinvestment
ratio(%)
-1.62 -0.80 -0.69 2.50 1.05

89

Leverage Operatingleverage 0.02 0.67 4.73 -12.80 -3.58
Financial leverage 1.00 1.00 1.05 0.50 0.78
Reasons for changes in various financial ratios in the last two years:
1. Decrease in cash flow ratio: Mainly due to the decrease of net cash flow from operating activities caused
by the decrease in profit before tax and decrease of cement to be withdrawn.
2. Decrease in cash flow adequacy ratio: Mainly due to the decrease of net cash flow of operating activities
in 2020.
3. Decrease of cash reinvestment ratio: The same reason for the decrease in cash flow ratio.
  • Note 1: Audited and certified by the independent auditor.

  • Financial structure

  • (1) Ratio of liabilities to assets = total liabilities/total assets

  • (2) Ratio of long-term funds property, plant and equipment = (total equity + non-current liabilities)/net property, plant and equipment

  • Solvency

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

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

  • (3) Times interest earned = net profit before income tax and interest expense/interest expense in the current period

  • Business capability

  • (1) Turnover rate of receivables (including accounts receivable and notes receivable due to business): net sales/average receivables of each period (including accounts receivable and notes receivable due to business)

  • (2) Average cash in days = 365/turnover of receivables

  • (3) Inventory turnover = cost of goods sold/average inventory amount

  • (4) Turnover rate of payables (including accounts payable and notes payable due to business) = cost of goods sold/average payables of each period (including accounts payable and notes payable due to business)

  • (5) Average sales days = 365/inventory turnover

  • (6) Turnover rate of property, plant and equipment = net sales/average net property, plant and equipment

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

  • Profitability

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

  • (2) Return on equity = profit after tax/total average equity

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

  • (4) Earnings per share = (profit attributable to the owners of the parent company - dividends on preferred shares)/weighted average number of shares (note 1)

  • Cash flow

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

  • (2) Net cash flow adequacy ratio = net cash flow from operating activities in the last five years/(capital expenditure + inventory increase + cash dividend) in the last five years

  • (3) Cash reinvestment ratio = (net cash flow of operating activities - cash dividend)/gross amount of property, plant and equipment + long-term investment + other non-current assets + working capital) (note 2)

  • Leverage:

  • (1) Operating leverage = (net operating income - variable operating costs and expenses)/operating income (note 3)

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

  • Note 1: When measuring earnings per share in the formula above, special attention shall be paid to the following matters:

  • The weighted average number of ordinary shares shall prevail, instead of the number of issued shares at the end of the year.

  • Where there is a cash capital increase or treasury stock buyback, the weighted average number of shares shall be calculated with the circulation period taken into consideration.

90

  • 3.Where there is a capital increase from earnings or from capital reserve, the earnings per share in the previous year and six months shall be adjusted retroactively according to the proportion of the capital increase, without any consideration of the issuance period of such capital increase.

  • If the preferred shares are non-transferrable cumulative shares, the dividend of the current period (whether paid or not) shall be reduced from, or the net loss after tax shall be added to the net profit after tax. If the preferred shares are non-cumulative, in the case of a net profit after tax, the dividend of the preferred shares shall be deducted from the net profit after tax; if it is a loss, then it is unnecessary to make any adjustment.

  • Note 2: Special attention shall be paid to the following matters in the cash flow analysis:

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

  • Capital expenditure refers to the cash outflow from capital investment every year.

  • The increase in inventory shall only be included when the ending balance is larger than the opening balance. If the inventory decreases at the end of the year, it shall be counted as zero.

  • Cash dividends include cash dividends of ordinary shares and preferred shares.

  • Gross amount of property, plant and equipment refers to the total amount of property, plant and equipment before the deduction of accumulated depreciation.

  • Note 3: The issuer shall classify the operating costs and operating expenses into fixed and variable according to their nature. If there is any estimation or subjective judgment, attention shall be paid to its rationality to maintain consistency.

  • Note 4: If the company’s shares are without a face value or the face value per share is not NT$10, the paid-in capital ratio calculation shall be replaced with the ratio of equity attributable to the owner of the parent company in the balance sheet.

91

III. Audit Committee Review Report of the Latest Annual Financial Report

Audit Committee Review Report

The board of directors has prepared the 2020 business report, financial statements (including individual and consolidated financial statements) and earnings distribution proposal of the company; the audit of financial statements was commissioned to and completed by accountants Shu-Man Tsai and Ching-Lin Li of Crowe (TW) CPAs, and an audit report was issued accordingly.

The abovementioned business report, financial statements and earnings distribution proposal have been examined and approved by the Audit Committee, and there was no discrepancy found. The Review Report is therefore issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; please review and verify.

To

The2021 general shareholders’ meeting of Southeast Cement Corporation

Southeast Cement Corporation

Convener of the Audit Committee:

March 18, 2021

==> picture [111 x 55] intentionally omitted <==

92

IV. The latest annual consolidated financial report, including the Independent Auditor’s Report, balance sheet, comprehensive income statement, statement of changes in equity, cash flow statement and notes or schedules:

Southeast Cement Corporation Statement

In the year of 2020 (from January 1 to December 31, 2020), the companies that should be included in the preparation of the consolidated financial statements of affiliated enterprises in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the companies that should be included in the preparation of consolidated financial statements of parent and subsidiary companies in accordance with the International Financial Reporting Standards No. 10 are the same, and the relevant information that should be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the consolidated financial statements of the parent and subsidiary companies previously mentioned, so the consolidated financial statements of affiliated enterprises will not be prepared separately.

We hereby declare the above.

Company name: Southeast Cement Corporation Responsible person: Min-Tuan Chen

March 18, 2021

- - 93

Independent Auditor’s Report

To Southeast Cement Corporation

Audit Opinion

We have audited the consolidated balance sheet of Southeast Cement Corporation and its subsidiaries (hereinafter Southeast Group) as of December 31, 2020 and 2019, the consolidated comprehensive income statement, consolidated statement of changes in equity and consolidated cash flow statement from January 1 to December 31, 2020 and 2019 and the notes to the consolidated financial report (including the summary of significant accounting policies).

In our opinion, based on our audit results and the audit reports of other accountants (please refer to Other Matters), the consolidated financial report above was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards, International Accounting Standards, and the interpretations and explanations of International Financial Reporting Standards approved and issued by the Financial Supervisory Commission, and are sufficient to properly express the consolidated financial status of Southeast Group as of December 31, 2020 and 2019, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2020 and 2019.

Basis of Our Audit Opinion

The audit is conducted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accounts and the auditing standards generally accepted in the Republic of China. Our responsibility under these standards is further explained in the responsibility section of the audited consolidated financial report. We are subject to the code of independence of the accounting firm that we belong to, have maintained our independence from Southeast Group in accordance with the code of professional ethics for accountants, and have fulfilled other responsibilities of the code. Based on our audit results and the audit reports of other accountants, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Items

Key audit items refer to the most important items in the audit of the consolidated financial report of Southeast Group for 2020 based on our professional judgment. These items have been reflected in the process of auditing the consolidated financial report as a whole and the process of forming the audit opinion. We do not express our opinion on these items separately.

The key audit items of the consolidated financial report of Southeast Group for 2020 are described as follows:

I. Impairment assessment of investment

property

For accounting policies on the impairment assessment of investment property, please refer to note 4(14) of the consolidated financial report on impairment of non-financial assets; for the impairment assessment of tangible and intangible assets, please refer to note 5(2)C of the consolidated financial report; for the impairment assessment of investment property, please refer to note 6(14) of the consolidated financial report.

- - 94

Description of key audit items:

As of December 31, 2020, Southeast Group held NT$5,382,732 thousand investment property, accounting for 55% of the total assets. Some of the leased above-ground objects are jointly held with others; therefore, when the lease term expires, if the joint holder has no intention to continue to lease, there will be the uncertainty of having to remove the above-ground objects after the lease term expires. Therefore, there may be significant risks in the impairment of assets. To assess the impairment loss of assets, it is necessary to predict and discount the future cash flow to estimate the recoverable amount. The accounting estimate depends on the subjective judgment of the management, which is highly uncertain.

Corresponding audit procedures:

Our main audit procedures include assessing the management’s recognition of cash generating units subject to possible impairment and the internal and external signs of impairment according to the understanding of the company, considering whether all assets required for the annual impairment test have been fully included in the management’s assessment process, assessing the rationality of the assessment method and assumptions used by the management to estimate the recoverable amount, assessing whether the policy and other relevant information on impairment of long-term non-financial assets have been properly disclosed, asking the management and reviewing the audit evidence obtained from the audit procedures of subsequent events, identifying whether there are no events related to the impairment test in the future, referring to the company’s estimated recoverable amount according to the independent evaluation report issued by a third party and the actual prices of the relevant neighboring areas, and examining the rationality of the relevant assumptions.

Other Matters

For some subsidiaries included in the consolidated financial report above and investments by equity method, their financial reports have not been audited by us, but by other accountants. Therefore, in our opinion on the consolidated financial report above, the amounts listed in the financial reports of these companies are based on the audit reports of other accountants. The total assets of these subsidiaries as of December 31, 2020 and 2019 were NT$81,969 thousand and NT$705,786 thousand, respectively, accounting for 0.83% and 7.25% of the total consolidated assets, respectively; the total liabilities were NT$23,456 thousand and NT$25,414 thousand, respectively, accounting for 1.78% and 2.17% of the total liabilities; the operating income in 2020 and 2019 was NT$114 thousand and NT$114 thousand, respectively, accounting for 0.01% and 0.01% of the consolidated operating income, respectively; the total comprehensive income was NT$816 thousand and NT$6,745 thousand, respectively, accounting for 4.63% and 6.90% of the total consolidated comprehensive income, respectively. In addition, as of December 31, 2020 and 2019, the amount of investment in these related enterprises by equity method was NT$442,933 thousand and NT$434,470 thousand, accounting for 4.49% and 4.46% of the total consolidated assets, respectively; the share of profit and loss of affiliated enterprises and joint ventures by equity method recognized in 2020 and 2019 was NT$5,158 thousand and NT$(7,764) thousand, respectively, accounting for 69.42% and (18.00%) of the consolidated net profit before tax, respectively; the share of other comprehensive income of affiliated enterprises and joint ventures recognized by equity method was NT$3,306 thousand and NT$4,296 thousand, respectively, accounting for 479.83% and 6.66% of the net other comprehensive income, respectively.

Southeast Cement Corporation has prepared the individual financial reports for 2020 and 2019, which have been audited by us with an unqualified opinion plus the paragraph of other matters on file for reference.

- - 95

Responsibilities of the Management and Governance Unit for the Consolidated Financial Report

The management is responsible for the preparation of the properly expressed consolidated financial report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards, International Accounting Standards, and the interpretations and explanations of International Financial Reporting Standards approved and issued by the Financial Supervisory Commission, and responsible for maintaining the necessary internal control related to the preparation of consolidated financial report, so as to ensure that there is no material misrepresentation in consolidated financial report due to fraud or error.

In the preparation of the consolidated financial report, the management’s responsibilities include the assessment of the ability of Southeast Group to continue to operate, the disclosure of relevant matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate or suspend the business of Southeast Group and its subsidiaries, or there is no practical plan other than liquidation or suspension of business.

The governance unit (including the audit committee) of Southeast Cement Corporation is responsible for supervising the financial reporting process.

The Accountants’ Responsibility for Auditing the Consolidated Financial Report

The purpose of our audit of the consolidated financial report is to obtain reasonable assurance as to whether the consolidated financial report as a whole contains any material untruthful expression resulting from fraud or error, and issue an audit report accordingly. Reasonable assurance means a high degree of assurance, but an audit conducted in accordance with Generally Accepted Auditing Standards cannot guarantee that significant misrepresentation in the consolidated financial report will be detected. Misrepresentation may be due to fraud or error. An individual or aggregate amount that is misrepresented is considered significant if it can be reasonably expected to affect the economic decisions made by the users of the consolidated financial report.

When auditing in accordance with Generally Accepted Auditing Standards, we use professional judgment and maintained professional suspicion. We also performed the following tasks:

  • I. Identifying and assessing the risks of material misrepresentation of the consolidated financial report due to fraud or error, designing and implementing appropriate countermeasures for the assessed risks, and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Because fraud may involve collusion, forgery, intentional omission, false statement or internal control overstepping, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by error.

  • II. We acquire necessary understanding of the internal control system related to the audit, so as to design appropriate audit procedures at that time, but the purpose is not to express opinions on the effectiveness of internal control of Southeast Group.

  • III.[We evaluate the appropriateness of accounting policies adopted by the management, as well as] the reasonableness of accounting estimates and related disclosures.

  • IV. Based on the audit evidence obtained, we make a conclusion on the appropriateness of the accounting basis for continuing operations adopted by the management, and whether there is significant uncertainty in an event or situation that may cause significant doubt about the ability of Southeast Group to continue operations. If we are of the opinion that there is significant uncertainty in such an event or situation, we shall in the audit report remind the users of the consolidated financial report to pay attention to the relevant disclosure in the consolidated financial report, or amend our audit opinion when such disclosure is inappropriate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may cause Southeast Group to no longer have the ability to continue to operate.

- - 96

  • V. We evaluated the overall presentation, structure and content of the consolidated financial report (including related notes), and whether the consolidated financial report properly expresses related transactions and events.

  • VI. We obtained sufficient and appropriate audit evidence for the financial information of the constituent entities of Southeast Group, in order to express opinions on the consolidated financial report. We are responsible for the guidance, supervision and implementation of the audit case, and for forming audit opinions on the Group.

Matters communicated between us and the governance unit include the planned audit scope and time, and major audit findings (including significant lack of internal control identified in the audit process).

We also provided the governance unit with the statement that the persons involved who are subject to the independence standard of our accounting firm have complied with the professional ethics of accountants, and communicated with the governance unit all relations and other matters (including relevant protective measures) that may affect our independence.

We determined the key audit matters for the audit of the consolidated financial report of Southeast Group in 2020 from the matters communicated with the governance unit. We state such matters in the audit report; unless it is prohibited by law to disclose specific matters publicly, or in rare cases, we decide not to communicate specific matters in the audit report as it can be reasonably expected that the negative impact of such communication will be greater than the public interest promoted.

Crowe (TW) CPAs CPA: Shu-Man Tsai

CPA: Ching-Lin Li

Approval No.: Jin-Guan-Cheng-Shen No. 10200032833 March 18, 2021

- - 97

Southeast Cement Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019

Unit: NT$ thousand

Code
Asset
December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2019
Amount % Amount %

1100
1110
1150
1170
1180
1200
1220
130x
1410
1476
1480
11xx

1517
1550
1600
1755
1760
1780
1840
1920
1990
15xx
1xxx
Current assets
Cash and cash equivalents (note 6(1))
Financial assets measured at fair value through income
statement – current (note 6(2))
Net notes receivable (note 6(3))
Net accounts receivable (note 6(4))
Accounts receivable – related parties net (note 7)
Other receivables (note 6(5))
Current income tax assets
Inventory (note 6(6))
Prepayments (note 6(7))
Other financial assets – current (note 6(8))
Incremental cost of contract acquisition – current (note
6(9))
Total current assets
Non-current assets
Financial assets measured at fair value through other
comprehensive income – non-current (note 6(10))
Investment by equity method (note 6(11))
Property, plant and equipment (note 6(12))
Right-of-use assets (note 6(13))
Net amount of investment property (note 6(14))
Intangible assets (note 6(15))
Deferred income tax assets
Refundable deposits (note 6(16))
Other non-current assets – others (note 6(5))
Total non-current assets
Total assets
$ 176,743


232,667

286,533

92,498

36,827

5,092

529

884,310

68,140

174,598


5,842
2

2

3

1

-

-

-

9

1

2

-
$ 207,931

245,872

273,608

82,302

41,150

33,053

656

650,957

40,919

447,691

2,053
2
3
3
1
-
-
-
7
-
5
-
1,963,779
20
2,026,192
21
1,178,923

590,646

249,698

389,171

5,382,732

23

97,415

10,118

2,815
12

6

3

4

55

-

1

-

-
1,191,681

582,407

226,093

229,026

5,380,648

58

88,294

11,750

4,199
12
6
2
2
55
-
1
-
-
7,901,541
80
7,714,156
79
$9,865,320
100
$9,740,348
100

(Continued)

- - 98

(Continued)

Code Liabilities and equity December 31,2020 December 31,2020 December 31, 2019 December 31, 2019
Amount % Amount %

2100
2130
2150
2170
2200
2230
2250
2280
2300
21xx

2570
2580
2645
25xx
2xxx


3100
3110
3200
3300
3310
3320
3350
3400
3500
31xx
36xx
3xxx
Current liabilities
Short term loans (note 6(17))
Contractual liabilities – current (note 6(18))
notes payable
Accounts payable
Other accounts payable (note 6(19))
Current income tax liabilities
Provision for liabilities – current (note 6(20))
Lease liabilities – current (note 6(13))
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred income tax liabilities
Lease liabilities – non-current (note 6(13))
Guarantee deposits received (note 6(22))
Total non-current liabilities
Total liabilities
Equity
Equity attributable to owners of the parent company
Share capital (note 6(23))
Ordinary share capital
Capital reserve (note 6(24))
Retained earnings
Legal reserve
Special reserve (note 6(26))
Undistributed earnings (note 6(25))
Other equity (note 6(27))
Treasury shares (note 6(28))
Total equity attributable to owners of the parent
company
Non-controlling interests (note 6(29))
Total equity
Total liabilities and equity
$ 235,000
90,425
1,798
223,854
89,625
2,220
1,553
65,651
13,794
2

1
-
2
1
-
-
1
-
$ 200,000
107,734
4,783
199,813
84,746
5,111
1,440
58,028
-
2
1
-
2
1
-
-
1
-
723,920 7 661,655 7
303,366
265,358
23,957
3
3
-
301,611
183,058
23,040
3
2
-
592,681 6 507,709 5
1,316,601 13 1,169,364 12
5,720,008
188,267
1,052,057
810,918
230,224
500,520
(12,185)
58
2
11
8
2
5
-
5,720,008
188,162
1,048,744
810,918
254,425
514,103
(12,185)
59
2
11
8
3
5
-
8,489,809
58,910
86
1
8,524,175
46,809
88
-
8,548,719 87 8,570,984 88
$9,865,320 100
$9,740,348 100

(please refer to the notes to the consolidated financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

99

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2020 and 2019

Unit: NT$ thousand

Code
4000
5000
5900

6100
6200
6450
6000
6900
7100
7010
7020
7050
7060
7000
7900
7950
8200
8310
8316
8320
8300
8500
8600
8610
8620
8700
8710
8720

9750
9850
Item
Operating income (note 6(31))
Operating costs (note 6(6))
Gross operating profit (loss)
Operating expenses
Sales expenses
Management expenses
Expected credit impairment benefits (expenses) (note 6(4))
Total operating expenses
Operating profit (loss)
Non-operating income and expenditure
Interest income (note 6(32))
Other income (note 6(33))
Other benefits and losses (note 6(34))
Financial cost (note 6(35))
Share of profits/losses of affiliated enterprises and joint ventures
recognized by equity method
Total non-operating income and expenditure
Net profit (loss) before tax
Income tax benefits (expenses) (note 6(36))
Net profit (loss) for the period
Other comprehensive income (note 6(37))
Items not reclassified as profit or loss
Unrealized valuation gain/loss of equity instrument investment
measured at fair value through other comprehensive
income
Share of other comprehensive income of affiliated enterprises
and joint ventures recognized by equity method
Other comprehensive income (net)
Total comprehensive income in the current period
Net profit (loss) attributable to:
Owners of the parent company (net profit/loss)
Non-controlling interest (net profit/loss)
Total comprehensive income attributable to:
Owners of the parent company (comprehensive income)
Non-controlling interests (comprehensive income)
Earnings per share
Basic earnings per share (note 6(38))
Diluted earnings per share (note 6(38))
2020 %
100
(96)
4
(1)
(5)
-
(6)
(2)
-
4
(2)
-
1
2
-
1
1
-
-
-
1
1
-
1
1
-
1
2019
Amount % Amount %
$ 1,590,986
(1,523,614)
100
(96)
$ 1,584,940
(1,502,651)
100
(95)
67,372
(15,073)
(82,636)
(236)
4
(1)
(5)
-
82,289
(16,140)
(75,215)
557
5
(1)
(5)
-
(97,945) (6) (90,798) (6)
(30,573) (2) (8,509) (1)
6,228
56,996
(32,047)
(6,126)
12,952
-
4
(2)
-
1
11,474
49,699
(3,201)
(4,941)
(1,378)
1
3
-
-
-
38,003 2 51,653 3
7,430
9,519
-
1
43,144
(9,901)
3
(1)
16,949 1 33,243 2
(2,598)
3,287
-
-
60,236
4,271
4
-
689 - 64,507 4
$17,638 1 $ 97,750 6
$ 22,158
(5,209)
1
-
$ 33,133
110
2
-
$16,949 1 $ 33,243 2
$ 22,729
(5,091)
1
-
$ 97,600
150
6
-
$17,638 1 $ 97,750 6
$ 0.04 $ 0.06
$ 0.04 $ 0.06

(please refer to the notes to the consolidated financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

- - 100

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2020 and 2019

Balance on 1 January, 2019

Allocation and distribution of earnings:
Provision of legal reserve
Cash dividend of ordinary shares
Net profit (loss) for 2019
Other comprehensive income of 2019
Total comprehensive income of 2019
Capital reserve adjustment for dividends
paid to subsidiaries
Increase/decrease of non-controlling
interests
Disposal of equity instruments measured
at fair value through other
comprehensive income
Balance on December 31, 2019
Allocation and distribution of earnings:
Provision of legal reserve
Cash dividend of ordinary shares
Net profit (loss) for 2020
Other comprehensive income of 2020
Total comprehensive income of 2020
Capital reserve adjustment for dividends
paid to subsidiaries
Increase/decrease
of non-controlling
interests
Disposal of equity instruments measured
at fair value through other
comprehensive income
Balance on December 31, 2020
Equityattributable to ow Equityattributable to ow ners of theparent company ners of theparent company Total owner’s
equity
attributable to the
parent company
$ 8,483,670
-
(57,200)
33,133
64,467
97,600
105
-
-
8,524,175
-
(57,200)
22,158
571
22,729
105
-
-
$8,489,809
:
Unit
Non-controlling
interests
$ 28,468
-
-
110
40
150
-
18,191
-
46,809
-
-
(5,209)
118
(5,091)
-
17,192
-
$58,910
NT$ thousand
Total equity
Ordinary share
capital
$ 5,720,008
-
-
-
-
-
-
-
-
5,720,008
-
-
-
-
-
-
-
-
$5,720,008
Capital reserve
$ 188,057
-
-
-
-
-
105
-
-
188,162
-
-
-
-
-
105
-
-
$188,267
Retained earnings Undistributed
earnings
$ 283,737
(6,568)
(57,200)
33,133
10
33,143
-
-
1,313
254,425
(3,313)
(57,200)
22,158
(98)
22,060
-
-
14,252
$230,224
Other equityitems Treasury
shares


$ (12,185)
-
-
-
-
-
-
-
-
(12,185)
-
-
-
-
-
-
-
-
$ (12,185)
Legal reserve
$ 1,042,176
6,568
-
-
-
-
-
-
-
1,048,744
3,313
-
-
-
-
-
-
-
$1,052,057
Special reserve
$ 810,918
-
-
-
-
-
-
-
-
810,918
-
-
-
-
-
-
-
-
$810,918
Unrealized valuation
gain/loss of financial assets
measured at fair value
through other
comprehensive income
$ 450,959

-
-
-
64,457
$ 8,512,138
-
(57,200)
33,243
64,507
64,457 97,750
-
-
(1,313)
105
18,191
-
514,103

-
-
-
669
8,570,984
-
(57,200)
16,949
689
669 17,638
-
-
(14,252)
105
17,192
-
$500,520
$8,548,719

(please refer to the notes to the consolidated financial statements)

Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han

Huang

- - 101

Southeast Cement Corporation and Subsidiaries Consolidated Statement of Cash Flow January 1 to December 31, 2020 and 2019

Southeast Cement Corporation and Subsidiaries
Consolidated Statement of Cash Flow
January 1 to December 31, 2020 and 2019
Item
2020
Cash flow from operating activities
Net profit (net loss) before tax of the current period
$ 7,430
Adjustments
Income, expense and loss items
Depreciation expense
75,323
Amortization expense
35
Expected credit impairment loss (profit)
236
Net loss (profit) of financial assets and liabilities
measured at fair value through income statement
(4,086)
Interest expense
6,126
Interest income
(6,228)
Dividend income
(46,500)
Share of losses (profits) of affiliated enterprises and joint
ventures recognized by equity method
(12,952)
Loss (profit) from disposal and retirement of property,
plant and equipment
-
Impairment loss of non-financial assets
-
Profit from lease revision
(7)
Other items
105
Total income, expense and loss items
12,052
Change in assets/liabilities related to operating activities
Net change in assets related to operating activities
Decrease (increase) in financial assets measured at fair
value through income statement
22,291
Decrease (increase) in notes receivable
(11,955)
Decrease (increase) in accounts receivable
(5,434)
Decrease (increase) in other receivables
21,263
Decrease (increase) in inventory
(237,560)
Decrease (increase) in prepayments
(27,221)
Decrease (increase) in other financial assets
273,093
Decrease (increase) in incremental cost of contract
acquisition
(3,789)
Total net change in assets related to operating activities
30,688
Net change in liabilities related to operating activities
Increase (decrease) in contractual liabilities
(17,309)
Increase (decrease) in notes payable
(2,985)
Increase (decrease) in accounts payable
24,041
Increase (decrease) in other accounts payable
(11,207)
Increase (decrease) in provision for liabilities
113
Increase (decrease) in other current liabilities
13,794
Total net change in liabilities related to operating activities
6,447
(Continued)
Unit: NT$ thousand
2019
$ 43,144
69,396
35
(557)
(27,989)
4,941
(11,474)
(45,617)
1,378
2,974
1,875
-
105
(4,933)
(79,888)
(11,796)
(1,943)
6,406
(92,018)
5,930
224,326
(2,053)
48,964
46,128
4,783
(22,397)
5,810
(3,155)
-
31,169

102

(Continued)

Item
Total net changes in assets and liabilities related to
operating activities
Total adjustments
Cash inflow (outflow) from operations
Interest received
Dividends received
Interest paid
Income tax refunded (paid)
Net cash inflow (outflow) from operating activities
Cash flow from investment activities
Acquisition of financial assets measured at fair value
through other comprehensive income
Disposal of financial assets measured at fair value through
other comprehensive income
Return of share capital from capital reduction of financial
assets measured at fair value through other
comprehensive income
Acquisition of property, plant and equipment
Decrease in refundable deposits
Acquisition of right-of-use assets
Acquisition of investment property
Decrease in long-term lease payments receivable
Net cash inflow (outflow) from investment activities
Cash flow from financing activities
Increase in short-term loans
Decrease in short-term bills payable
Increase in guarantee deposits received
Repayment of lease principal
Cash dividend payment
Changes in non-controlling interests
Net cash inflow (outflow) from financing activities
Increase (decrease) in cash and cash equivalents in the
current period
Opening balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2020
$ 37,135
49,187
56,617
6,297
54,500
(6,094)
(611)
110,709
(16,010)
15,587
10,583
(30,013)
1,632
(58,668)
(5,535)
1,368
(81,056)
35,000
-
917
(56,750)
(57,200)
17,192
(60,841)
(31,188)
207,931
$ 176,743
2019
$ 80,133
75,200
118,344
11,441
54,363
(4,861)
(1,515)
177,772
(46,288)
8,084
10,966
(17,746)
213
-
(200,820)
1,353
(244,238)
180,000
(30,000)
117
(51,213)
(57,200)
18,191
59,895
(6,571)
214,502
$ 207,931

(please refer to the notes to the consolidated financial statements)

Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

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Southeast Cement Corporation and Subsidiaries Notes to consolidated financial report

January 1 to December 31, 2020 and 2019

(unless otherwise specified, all amounts are in the unit of NT$1000)

I. Company History

Southeast Cement Corporation (hereinafter referred to as the Company) was established in December 1956. Its main business items are manufacturing, mining and sales of cement, limestone, cement processed products and premixed concrete. For the main business activities of the company and its subsidiaries (hereinafter referred to as the Group), please refer to note 4(3)B. The Company is the ultimate parent company of the Group.

This consolidated financial report is expressed in New Taiwan dollars, the functional currency of the Company.

II. Date and Procedure of Adoption of the Financial Report

This consolidated financial report is issued after the approval of the board meeting on March 18, 2021.

  • III. Application of New and Revised Standards and Interpretations

  • (I) Impact of adopting the revised Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Explanatory Announcements (hereinafter IFRSs) approved and announced by the Financial Supervisory Commission (hereinafter the “FSC”):

The following table summarizes the newly released, amended and revised standards and interpretations of IFRSs applicable in 2020 which are approved by the FSC.

Standards and interpretations of the new release, Effective date of IASB amendment and revision release Amendment to “Definition of business” in IFRS 3 January 1, 2020 Amendment to “Definition of significance” in IAS 1 and January 1, 2020 IAS 8 Amendment to “Reform of interest rate indicators” in IFRS January 1, 2020 9, IAS 39 and IFRS 7 Amendment to “Rent concession related to COVID-19” in June 1, 2020 (note) IFRS 16

(Note) The FSC allows enterprises to apply them in advance on January 1, 2020.

The Group has assessed that the standards and interpretations above have no significant impact on the financial status and financial performance of the Group.

  • (II) Impact of not adopting the newly released and revised international financial reporting standards approved by the FSC:

The following table summarizes the newly released, amended and revised standards and interpretations of IFRSs applicable in 2021 which are approved by the FSC. Standards and interpretations of the new release, amendment and Effective date of IASB

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revision

release

Amendment to “Temporary exemption from the extension of[25 June, 2020 (effective ] IFRS 9” of IFRS 4 from the date of issue) Amendment to “Interest rate indicator reform – phase II” of IFRS January 1, 2021 (note) 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

(Note) This amendment shall apply during the annual reporting period beginning from January 1, 2021.

The Group has assessed that the standards and interpretations above have no significant impact on the financial status and financial performance of the Group.

(III) The impact of International Financial Reporting Standards issued by the IASB but not approved by the FSC:

The following table lists the recently released, amended and revised standards and interpretations of International Financial Reporting Standards issued by the IASB but not yet approved by the Financial Supervisory Commission:

Standards and interpretations of the new release, amendment and revision

Effective date of IASB release (note 1)

Amendment to “Sale or investment of contingent assets between the Undecided investor and its affiliated enterprises or joint ventures” of IFRS 10 and IAS 28

Amendment to “Insurance contract” of IFRS 17 January 1, 2023 Amendment to IFR 17 January 1, 2023 Amendment to “Liabilities classified as current or non-current” of IAS 1 January 1, 2023 Amendment to “Property, plant and equipment: the price of reaching the January 1, 2022 (note 2) intended state of use of IAS 16

Amendment to “Loss contract – cost of contract performance” of IAS 37 January 1, 2022 (note 3) Amendment to “Introduction to conceptual architecture” of IFRS 3 January 1, 2022 (note 4) 2018–2020 annual improvement of IFRS January 1, 2022 (note 5) Amendment to “Disclosure of accounting policies” of IAS 1 January 1, 2023 Amendment to “Definition of accounting estimates” of IAS 8 January 1, 2023

(Note 1) Unless otherwise noted, the newly issued/amended/revised standards or interpretations shall take effect during the annual reporting period beginning after each such date.

(Note 2) The enterprise shall retroactively apply the amendments, but only for the property, plant and equipment items which can meet the necessary location and state of the expected operation mode of management after the start date of the earliest period (January1, 2021) expressed in the financial statements for the first time.

(Note 3) This amendment applies to contracts of which not all obligations have been fulfilled on 1 January, 2022.

(Note 4) This amendment applies to business mergers during the annual reporting period beginning after January 1, 2022.

  • (Note 5) The amendment to IFRS 9 applies to the swap of financial liabilities or term changes of financial liabilities incurred during the annual reporting period beginning after January 1, 2022; the amendment to IAS 41 applies to the measurement of fair value during the annual reporting period beginning after

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January 1, 2022; the amendment to IFRS 1 applies retroactively in the annual reporting period beginning after January 1, 2022.

  1. Amendment to “Liabilities classified as current or non-current” of IAS 1.

When the amendment is used to determine whether the liabilities are classified as non-current, assessment shall be made on whether the Group has the right at the end of the reporting period to defer the liquidation period to at least 12 months after the reporting period. If the Group has the right at the end of the reporting period, the liabilities are classified as non-current, regardless of whether the Group expects to exercise the right or not. If the Group is subject to certain conditions to have the right to defer the liquidation of liabilities, the Group must comply with such conditions at the end of the reporting period, even if the lender tests on a later date whether the Group complies with such conditions. For the purpose of liability classification, the aforesaid liquidation refers to the elimination of liabilities by transferring cash or other economic resources or equity instruments of the Group to the counterparty. However, if the terms of liabilities may be settled by transferring the equity instruments of the Group according to the choice of the counterparty, and if the right of choice is recognized as equity separately in accordance with IAS 32 “Financial instruments: expression,” it does not affect the classification of liabilities.

  1. Amended “Property, plant and equipment: price before reaching the intended state of use” of IAS 16

The amendment stipulates that the sales price of the output item to make the property, plant and equipment meet the necessary location and state of the expected operation mode of management shall not be regarded as a cost reduction item of the asset. The above-mentioned output item shall be measured in accordance with IAS 2 “Inventory,” and the sales price and cost shall be recognized as profit according to the applicable standards.

The amendment applies to plants, property and equipment which meet the management expected operation after January 1, 2021 (the beginning date of the earliest expression period). When the amendment is first applied, the Group will recognize the cumulative influence number of the initial application of the amendment as an adjustment to the opening balance of retained earnings (or other components of equity, if applicable) at the beginning of the earliest expression period, and recompile the information of the comparative period.

  1. Amendment to “Loss contract – cost of contract performance” of IAS 37

The amendment states that in assessing whether the contract is loss- oriented, the “cost of contract performance” shall include the apportionment of the increased cost of contract performance (e.g. direct labor and raw materials) and other costs directly related to the contract performance (e.g. the apportionment of depreciation costs of property, plant and equipment items used in contract performance).

The Group will recognize the cumulative influence number as retained earnings on the first applicable date when the amendment is first applied.

  1. Amendment to “Introduction to conceptual framework” of IFRS 3

The amendment is to update the index of the conceptual structure, and add the application of IFRIC 21 “Public section” by the new acquirer to determine whether

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there is any obligation generated as the liability of payment of the public section on the acquisition date.

  1. 2018–2020 annual improvement of IFRS

The annual improvement of IFRS 2018-2020 includes several standards. Among them, the amendment to IFRS 9 is to assess whether there is any significant difference in the swap or term revision of financial liabilities. When comparing whether there is a 10% difference in the cash flow discount value (including the net amount of the fees received or paid when signing new contracts or revising contracts) between the old and the new terms, the above-mentioned expenses shall only include the expenses received or paid between the borrower and the lender.

  1. Amendment to “Disclosure of accounting policies” of IAS 1

This amendment improves the disclosure of accounting policies to provide more useful information to major users of financial statements.

  1. Amendment to “Definition of accounting estimates” of IAS 8

  2. This amendment defines accounting estimate as the monetary amounts limited by measurement uncertainty in financial statements, and provides further interpretation and examples to help enterprises distinguish changes in accounting policies from changes in accounting estimates.

As of the date of issuance of the consolidated financial report, the Group continues to assess the impact of the standards above and interpretations on the financial status and financial performance of the Group; the relevant impact will be disclosed when the assessment is completed.

IV. Summary of Major Accounting Policies

The major accounting policies adopted in the preparation of this consolidated financial report are as follows. Unless otherwise stated, these policies apply consistently throughout all reporting periods.

  • (I) Compliance statement

This consolidated financial report is prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Explanatory Announcements (hereinafter IFRSs) approved and announced by the FSC.

  • (II) Basis of preparation

  • Except for the following important items, the consolidated financial report is prepared at historical cost:

    • (1) Financial assets and liabilities (including derivatives) measured at fair value through income statement.

    • (2) Financial assets and liabilities measured at fair value through other comprehensive income.

    • (3) Liabilities for cash settled share-based payment agreements measured at fair value.

  • Some important accounting estimates need to be used in the preparation of the individual financial report in line with the IFRSs approved by the FSC. In the process

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of applying the Group’s accounting policies, the management also needs to use their judgment. For items involving intensive judgment or complexity, or items involving major assumptions and estimates of the consolidated financial reports, please refer to note 5 for details.

  • (III) Basis of consolidation

  • Principles for preparation of the consolidated financial report:

    • (1) All subsidiaries of the Group are included in the consolidated financial report. A subsidiary refers to an entity (including a structured entity) controlled by the Group. When the Group is exposed to or entitled to variable remuneration from participation in the entity and has the ability to influence such remuneration through its power over the entity, the Group controls the entity. The subsidiary is included in the consolidated financial report from the date when the Group gains control over it, and the merger is terminated from the date when the Group loses the control.

    • (2) The transactions, balances and unrealized gains and losses between companies within the Group have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with those adopted by the Group.

    • (3) Profit and other comprehensive income components belong to the owners of the parent company and non-controlling interests; the total amount of comprehensive income also belongs to the owners of the parent company and non-controlling interests, even if it results in a loss balance of non-controlling interests.

    • (4) If a change in the shareholding of a subsidiary does not result in loss of control (a transaction with a party with non-controlling interest), it is treated as an equity transaction, that is, a transaction with the owner. The difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized under equity.

  • (5) When the Group loses control over the subsidiary, the remaining investment in the subsidiary is remeasured at fair value and is regarded as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in the affiliated enterprise or joint venture. The difference between the fair value and the book amount is recognized as the profit/loss of the current period. For all amounts previously recognized in other comprehensive income and related to the subsidiary, the accounting treatment is the same as if the Group directly disposes of the relevant assets or liabilities; that is, if the profit/loss previously recognized in other comprehensive income is reclassified as profit/loss when disposing of the relevant assets or liabilities, when the control over the subsidiary is lost, the profit/loss will be reclassified as profit/loss from equity.

    1. The subsidiaries included in the consolidated financial statements are as follows:
Investment company/subsidiary
A. Southeast Cement Corporation
Southeast investment Co., Ltd.

Southeast Paper Co., Ltd.

Southeast Asset Development
Main business items
Reinvestment business
Property leasing business (note)
Development, rental and sale of
Shareholdingor capital contribution ratio Shareholdingor capital contribution ratio
December 31,2020
99.29%
49.71%
100.00%
December 31,2019
99.29%
49.71%

100.00%

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Co., Ltd. residential and office buildings
Southeast Gaoliang Recycling
Co., Ltd.
Waste removal 50.00% 50.00%
(see (2) for details) (see (2) for details)
B. Southeast Investment Co., Ltd.
Southeast Gaoliang Recycling
Co., Ltd.
Waste removal 1.00% 1.00%
(see (2) for details) (see (2) for details)

(Note) The parent company gained control over Southeast Paper Co., Ltd. due to the appointment of its assigned person as the president of Southeast Paper Co., Ltd.

  • (1) Some of the subsidiaries listed in the consolidated financial statements of 2020 and 2019 were audited by other accountants.

  • (2) Increase and decrease of merged subsidiaries:

The Group invested in the establishment of Southeast Gaoliang Recycling Co., Ltd. in March 2019 and has control over it; it was included in the preparation of consolidated financial statements for the first time in 2019.

  1. Subsidiaries not included in the consolidated financial report: None.

  2. Different adjustment and treatment methods of subsidiaries in accounting period: None.

  3. Major restrictions: None.

  4. Contents of securities issued by parent company held by subsidiary: Please refer to note 6(28).

  5. Information of subsidiaries with significant non-controlling interests: None.

  6. (IV) Foreign Currency Conversion

  7. The items listed in the financial statements of each entity of the Group are measured in the currency of the main economic environment in which the entity operates (i.e. functional currency). The consolidated financial statements are presented in the company’s functional currency “New Taiwan dollars.”

  8. When preparing the individual financial statements of each consolidated entity, transactions in currencies (foreign currencies) other than the functional currency of the entity are converted and recognized at the exchange rate on the trading day. At the end of the reporting period, monetary items in foreign currency are converted at the spot exchange rate on that day, and the exchange difference is recognized as profit or loss in the current period. Foreign currency non-monetary items measured at fair value are converted at the exchange rate on the day when the fair value is determined. The exchange difference generated is included in the profit or loss of the current year. If changes in fair value are recognized in other comprehensive income, the exchange difference generated is included in other comprehensive income. If foreign currency non-monetary items measured at historical cost are converted at the exchange rate on the transaction date, they will not be further converted.

  9. For the purpose of preparing the consolidated financial statements, the assets and liabilities of foreign operating organizations are converted into New Taiwan dollars at

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the spot exchange rate at the end of the reporting period; the income and loss items are converted at the average exchange rate of the current period, and the resulted exchange differences are recognized as other comprehensive income which are accumulated under the equity of the foreign operating organization’s financial statements (and appropriately allocated to non-controlling equity).

  • (V) The standard for distinguishing current and non-current assets and liabilities

  • Manufacturing Department:

    • (1) Assets meeting any of the following conditions shall be classified as current assets:

      • A. The asset is expected to be realized in the normal business cycle, or intended to be sold or consumed.

      • B. The assets are held mainly for trading purposes.

      • C. Expected to be realized within 12 months after the balance sheet date.

      • D. Cash or cash equivalents, except those to be used to swap or repay liabilities in more than 12 months after the balance sheet date or subject to other restrictions.

The Group classifies all assets that do not meet the conditions above as non-current assets.

  • (2) Liabilities meeting any of the following conditions shall be classified as current liabilities:

  • A. The liabilities are expected to be settled in the normal business cycle.

  • B. Held mainly for trading purposes.

  • C. The liabilities are required to be repaid within 12 months after the balance sheet date. (Even if the long-term refinancing or payment rescheduling agreement has been completed after the balance sheet date and before the issuance of the financial report, they are also regarded as current liabilities.)

  • D. The liabilities the period of repayment of which cannot be extended unconditionally to at least 12 months after the end of the reporting period. The fact that the terms of the liabilities allow repayment by issuing equity instruments at the option of the counterparty does not affect their classification.

The Group classifies all liabilities that do not meet the conditions above as non-current.

  1. Construction Department:

As the business cycle of building and selling is usually longer than one year, the assets and liabilities related to construction business are classified as current or non-current according to the business cycle.

(VI) Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank deposits and short-term and highly liquid investments (including time deposits with original maturity within three months) that can be converted into fixed amounts of cash at any time and with little risk of change in value.

(VII) Financial instruments

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Financial assets and financial liabilities shall be recognized when the Group becomes a party to the contractual terms of the financial instrument.

When financial assets and financial liabilities are initially recognized, they are measured at fair value. At the time of original recognition, the transaction costs directly attributable to the acquisition or issuance of financial assets and financial liabilities (except those classified as financial assets and financial liabilities measured at fair value through income statement) shall be added to or subtracted from the fair value of the financial assets or financial liabilities. Transaction costs directly attributable to financial assets and financial liabilities measured at fair value through income statement are immediately recognized as profit or loss.

  1. Financial assets

  2. (1) Measurement category

Conventional transactions of financial assets are recognized by trading day accounting.

The types of financial assets held by the Group are financial assets measured at fair value through income statement, financial assets measured at amortized cost and equity instrument investment measured at fair value through other comprehensive income.

  • A. Financial assets measured at fair value through income statement

Financial assets measured at fair value through income statement include financial assets that are compulsorily measured at fair value through income statement and those designated to be measured at fair value through income statement. Financial assets that are compulsorily measured at fair value through income statement include equity instrument investments that are not designated by the Group to be measured at fair value through other comprehensive income, and debt instrument investments that are not classified to be measured at amortized cost or measured at fair value through other comprehensive income.

When financial assets meet any of the following conditions, the Group designates them to be measured at fair value through income statement at the time of original recognition:

  • a. A hybrid (mixed) contract; or

  • b. Can eliminate or significantly reduce measurement or recognition inconsistencies; or

  • c. An investment managed and evaluated on a fair value basis in accordance with a written risk management or investment strategy.

Financial assets measured at fair value through income statement are measured at fair value; the dividends and interest generated are recognized as other income and interest income respectively, and gains or losses generated from remeasurement are recognized as other income and losses. For the determination of fair value, please refer to note 12.

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  • B. Equity instrument investment measured at fair value through other comprehensive income

At the time of original recognition, the Group may make an irreversible choice to designate the equity instrument investment that is not held for trading and not recognized as contingent consideration by an M&A acquirer as measured at fair value through other comprehensive income.

Investment in equity instruments measured at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value are presented in other comprehensive income and accumulated under other equity. On disposal of investments, gains and losses accumulated under other equity are directly transferred to retained earnings and are not reclassified as gains or losses.

The dividend of the investment instrument measured at the fair value through other comprehensive income is recognized as income at the time the Group’s right to receive the payment is established, unless the dividend obviously represents the return of a part of the investment cost.

  • C. Financial assets measured at amortized cost

If the Group’s investment-oriented financial assets meet the following two conditions at the same time, it is classified as financial assets measured at amortized cost:

  • (A) Held under a business model the purpose of which is to hold financial assets for receipt of contractual cash flows; and

  • (B) The terms of the contract generate cash flows on a specific date, which are fully for the repayment of the principal and interest payment of the outstanding principal amount.

After the initial recognition, financial assets measured at amortized cost are measured by the total book amount determined by effective interest method minus the amortized cost of any loss reduction, and any foreign currency exchange profit or loss is recognized as income.

Except in the following two conditions, interest income is calculated by multiplying the effective interest rate by the total book amount of the financial assets:

  - (A) For financial assets with credit impairment at the time of purchase or creation, the interest income is calculated by multiplying the effective interest rate after credit adjustment by the amortized cost of the financial assets.

  - (B) For financial assets with no credit impairment at the time of purchase or creation, but subsequently have credit losses, the interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial assets.
  • (2) Financial assets impairment

  • A. The impairment loss of the financial assets (including accounts receivable) assessed by the Group based on the expected credit impairment and measured by the amortized cost, debt instrument investment measured at fair value

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through other comprehensive income, lease payments receivable and contractual assets on each balance sheet date of the Group.

  • B. Accounts receivable and lease payments receivable are recognized as allowance for losses based on the expected credit loss during the period of existence. For other financial assets, first assess whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance for losses is recognized according to the 12-month expected credit loss. If there is a significant increase, the allowance for losses is recognized according to the expected credit loss during the period of existence.

  • C. Expected credit loss is the weighted average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss caused by possible default events of the financial instrument within 12 months after the reporting date, while the expected credit loss during the period of existence represents the expected credit loss caused by all the possible default events of the financial instrument during the expected period of existence.

  • D. The impairment loss of all financial assets is reduced in the face value by the allowance account. However, the allowance for losses of debt instrument investment measured at fair value through other comprehensive income is recognized in other comprehensive income without having the book amount reduced.

  • (3) Exclusion of financial assets

The Group will exclude financial assets which meet any of the following conditions:

  • A. The right of contract derived from cash flow of financial assets is no longer valid.

  • B. Transfer of contractual rights to receive cash flow from financial assets, and almost all risks and returns of the ownership of such financial assets are already transferred.

  • C. None of almost all risks and returns of the ownership of the financial assets are transferred nor retained, but the control over the financial assets is not retained.

When financial assets measured at amortized cost are excluded as a whole, the difference between their book amount and the consideration received is recognized in profit or loss. When debt instrument investments measured at fair value through other comprehensive income are excluded as a whole, the difference between their book amount and the sum of the consideration received plus any accumulated profit or loss recognized in other comprehensive income is recognized in income. When equity instrument investments measured at fair value through other comprehensive income are excluded as a whole, the accumulated profit or loss is directly transferred to retained earnings and not reclassified as profit or loss.

  1. Equity instruments

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The debt and equity instruments issued by the Group are classified as financial liabilities or equity according to the essence of the contract and the definitions of financial liabilities and equity instruments. An equity instrument refers to any contract that recognizes the residual equity of an enterprise after deducting all its liabilities from its assets. Equity instruments issued by the Group are recognized at the acquiring price minus the direct issue cost.

3. Financial liabilities

  • (1) Follow up measurement

Financial liabilities that are not held for trading purposes and not designated to be measured at fair value through income statement are measured at amortized cost at the end of subsequent accounting periods.

  • (2) Exclusion of financial assets

The Group will exclude financial liabilities only when the obligations are discharged, cancelled or lapsed. When excluding financial liabilities, the difference between the book amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized as profit or loss.

(VIII) Inventory

  1. Manufacturing Department:

The inventory is measured based on the lower of cost and net realizable value; the perpetual inventory system is adopted, and the cost is determined by the weighted average method. The cost of finished products and work in process includes raw materials, direct labor, other direct costs and manufacturing costs related to production (apportioned according to normal capacity), but excluding borrowing costs. The item by item comparison method is adopted when comparing whether the cost or the net realized value is lower. The net realizable value refers to the balance after the estimated selling price in the normal operation process less the estimated cost to be further invested before the completion time and related change of sales cost.

  1. Construction Department:

Inventory is measured by the lower of cost and net realization value. Cost includes the necessary expenditure incurred in making it available at the designated location and the designated status, plus the capitalization cost of borrowing.

Net realization value refers to the balance after the estimated selling price under normal operation less the estimated cost to be further invested before the estimated completion time and the estimated cost required to complete the sale. The determination method of net realizable value is as follows:

(1) Construction land: The net realizable value is calculated based on the market price adopted by the management authorities less the cost to be further invested before the completion time and the sales cost, or based on the most recent market value (development analysis method or comparison method).

(2) Construction in progress: The net realizable value is calculated based on the estimated price (based on the market situation at that

114

time) less the cost to be further invested before the completion time and the sales cost.

  - (3) Property for sale: The net realization value is the estimated selling price (estimated by the management according to the current market situation) less the estimated cost and sales cost incurred at the time of the sale of the property.
  • (IX) Investment by equity method – affiliated enterprises

  • Affiliated enterprises refer to all entities on which the Group has significant influence but no controlling rights; generally referring to shares with more than 20% of the voting rights directly or indirectly held. The Group adopts the equity method to deal with the investment in affiliated enterprises which is recognized at the cost when acquired.

  • The Group’s share of profit or loss after acquiring the affiliated enterprises is recognized as the current profit or loss, and the share of other comprehensive income after the acquisition is recognized as other comprehensive income. If the Group’s share of loss in any affiliated enterprise is equal to or exceeds its interest in the affiliated enterprise (including any other unsecured receivables), the Group does not recognize further losses unless the Group has any legal obligation or constructive obligation to, or has made any payment on behalf of the affiliated enterprise.

  • The unrealized profit or loss arising from transactions between the Group and affiliated enterprises has been eliminated according to the equity proportion of the affiliated enterprises; unless there is any evidence showing that the assets transferred through such transactions have been impaired, the unrealized losses will also be eliminated. The accounting policies of affiliated enterprises have been adjusted as necessary and are consistent with the policies adopted by the Group.

  • When the Group disposes of an affiliated enterprise, if it loses the significant influence on the affiliated enterprise, then the accounting treatment of all the amounts previously recognized as other comprehensive income of the affiliated enterprise will be the same as that of the affiliated enterprise directly disposing of the related assets or liabilities; that is, if the profit or loss which was previously recognized as other comprehensive income will be reclassified as profit or loss when disposing of the related assets or liabilities, then when there is a loss of significant influence on the affiliated enterprises, the profit or loss will be reclassified from equity to income. If the Group still has a significant influence on the affiliated enterprise, only the amount previously recognized in other comprehensive income shall be transferred out in proportion based on the above-mentioned method.

  • (X) Property, plant and equipment

  • Property, plant and equipment are recorded on the basis of acquisition cost, and the relevant interest during the period of acquisition and construction is capitalized.

  • Follow-up costs are included in the book amount of assets or recognized as a separate asset only when the future economic benefits related to the project are likely to flow into the company and the cost of the project can be measured reliably. The book amount of the replaced part shall be excluded. All other maintenance expenses are recognized as current income.

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  1. Land is not depreciated. Other property, plant and equipment are depreciated on a straight-line basis over their estimated durable lives. At the end of each financial year, the company reviews the residual value, durable life and depreciation method of each asset. If the expected value of the residual value and durable life is different from the previous estimate, or the expected consumption pattern of the future economic benefits of the asset has changed significantly, the provisions of International Accounting Standard No. 8 “Changes in accounting policies and accounting estimates and errors” on changes in accounting estimates shall be followed from the date of change. The durable life of each asset is as follows:

Buildings Main plant buildings 20–50 years Electromechanical power equipment 5–10 years Other equipment 15 years Machinery and equipment 2–16 years Transportation equipment 3–6 years Miscellaneous equipment 3–10 years

  1. Property, plant and equipment are excluded at disposal or when there are no future economic benefits expected to be generated from their use or disposal. The amount of profit or loss arising from exclusion of property, plant and equipment is the difference between the net disposal price and the book amount of the asset, and is recognized in the current income.

(XI) Leasing

The Group assesses whether a contract is (or includes) a lease on the establishment date of the contract. Where a contract contains one leasing component and one or more additional leasing or non-leasing components, the Group allocates the consideration in the contract to the leasing component on the basis of the relative individual price of each leasing component, and the aggregate individual price of the non-leasing component. 1. The Group as the lessee

Except for leases of low-value assets and short-term leases which are recognized as expenses on a straight-line basis, the Group recognizes the right-of-use assets and lease liabilities on the lease start date for other leases.

Right-of-use assets

The right-of-use assets are initially measured at cost (including the original measured amount of lease liabilities, lease payments made before the lease start date minus lease incentives received, original direct cost and estimated cost of reinstating the underlying assets), and subsequently measured at cost minus accumulated depreciation and accumulated impairment loss, with the remeasurement of lease liabilities adjusted.

The right-of-use assets shall be depreciated on a straight-line basis from the beginning of the lease to the expiration of the durable life or the expiration of the lease term, whichever is earlier. However, if the ownership of the underlying assets will be acquired at the end of the lease term, or if the cost of the right-of-use assets reflects the exercise of the purchase option, then depreciation shall be accrued from the beginning of the lease to the expiration of the durable life of the underlying assets.

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Lease liabilities

Lease liabilities are originally measured at the present value of lease payments (including fixed payments, substantial fixed payments, and lease payments depending on index or rate changes). If the implied interest rate of the lease is easy to determine, the lease payment is discounted by the interest rate. If the interest rate is not easy to determine, the incremental borrowing rate of the lessee is used.

Subsequently, lease liabilities are measured on an amortized cost basis by effective interest method, and the interest expense is apportioned over the lease term. If there is any change in the lease term, the evaluation of the underlying asset purchase option, the amount expected to be paid under the residual value guarantee, or the index or rate used to determine the lease payment change in the future, the Group will measure the lease liabilities again and relatively adjusts the right-of-use assets. However, if the book amount of the right-of-use assets has been reduced to zero, the remaining remeasured amount is recognized in the income. Lease liabilities are presented as a single-line item in the consolidated balance sheet.

  1. The Group as the lessor

When the Group subleases the right-of-use assets, the classification of the sublease is determined by the right-of-use assets (not the underlying assets). However, if the principal lease is a short-term lease for which the Group applies recognition exemption, the sublease is classified as an operating lease.

If a lease transfers almost all the risks and rewards attached to the ownership of the underlying asset, it is classified as a financial lease; otherwise, it is classified as an operating lease.

Under finance lease, lease payment includes fixed payments, substantial fixed payments, variable lease payments depending on index or rate change, guaranteed residual value, exercise price of purchase option that is reasonably believed to be exercised, and lease termination penalties that have been reflected in the lease term, less lease incentive that should be paid. The net lease investment is the sum of the present value of the lease payments receivable and the unguaranteed residual value, and expressed as financing lease payments receivable. The Group allocates the financing income to the lease term on a systematic and reasonable basis to reflect the fixed rate of return of the Group’s unexpired net lease investment in each period.

Under an operating lease, lease payments less lease incentives are recognized as lease income on a straight-line basis. The original direct cost arising from the acquisition of an operating lease is added to the book amount of the underlying asset and is recognized as an expense during the lease term on the same basis as the recognized lease income.

  • (XII) Investment property

Investment property refers to property held for the purpose of earning rent or capital appreciation or both (including property in the process of construction for these purposes). Investment property also includes the right-of-use assets that meet the definition of investment property.

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Investment property is initially measured at cost (including transaction costs), and subsequently measured at cost less accumulated depreciation and impairment loss. The Group adopts straight-line basis for depreciation.

Investment property under construction is recognized at cost less accumulated impairment loss. The cost includes professional service fee and borrowing cost meeting capitalization conditions. Such assets are depreciated as soon as they are in the expected state of use.

The amount of profit or loss arising from excluded investment property is the difference between the net disposal price and the book amount of the asset, and is recognized in the current income.

(XIII) Intangible assets

Individually acquired intangible assets with limited life are presented at cost less accumulated amortization and accumulated impairment. The amortization amount is calculated and apportioned according to the following durable lives by straight-line method: 3 years for computer software design fee, and the economic benefit or contract term for patent rights. The estimated durable life and amortization method are reviewed at the end of the reporting period. The application of the impact from any change in the estimate is deferred.

Intangible assets are excluded at the time of disposal or when it is expected that future economic benefits cannot be generated by the use or disposal of them. The amount of profit or loss arising from intangible assets is due to the difference between the net disposal price and the book amount of the assets, and is recognized in the current income.

(XIV) Impairment of non-financial assets

On the balance sheet date, the Group estimates the recoverable amount of the assets showing signs of impairment. When the recoverable amount is lower than the book amount, the impairment loss is recognized. Recoverable amount refers to the fair value of an asset less the cost of sale or its value of use, whichever is higher. When the impairment of assets recognized in the previous year does not exist any longer, it shall be reversed within the range of the amount of loss provided in the previous year.

(XV) Provision for liabilities

Provision for liabilities is recognized when there is a current legal or constructive obligation due to past events, and it is likely to require the outflow of resources with economic benefits to clear the obligation, and the amount of the obligation can be reliably estimated. The provision for liabilities is measured by the best estimated present value of the expenses required to pay off the obligation on the balance sheet date. For the discount rate, the pre-tax discount rate reflecting the current market assessment of the time value of money and the specific risk of liabilities is adopted. The amortization of the discount is recognized as interest expense. Future operating losses shall not be recognized as liabilities.

(XVI) Employee benefits

1. Short-term employee benefits

Short-term employee benefits are measured at the non-discounted amount expected to be paid, and are recognized as expenses when related services are provided.

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2. Pension

Defined allocation plan

For the defined allocation plan, the amount of the pension to be allocated is recognized as the current pension cost on the accrual basis. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.

  1. Remuneration of employees, directors and supervisors

The remuneration of employees, directors and supervisors is recognized as expenses and liabilities when they are legal or constructive obligations and the amount can be reasonably estimated. If there is a difference between the actual allotment amount and the estimated amount, it shall be treated as a change of accounting estimate.

4. Resignation benefits

Resignation benefits refer to the benefits provided when the employee terminates his/her employment before the normal retirement date or when the employee decides to accept the company’s offer of benefits in exchange for termination of employment. The Group recognizes expenses when the offer of resignation benefits can no longer be revoked or when the related restructuring costs are recognized. Benefits that are not expected to be fully paid off 12 months after the end of the reporting period shall be discounted.

(XVII) Share capital and treasury shares

1. Share capital

Ordinary shares are classified as equity. The classification of preferred shares refers to the essence of the contract agreement and the definition of financial liabilities and equity instruments. The specific rights attached to the preferred shares are assessed, and the shares are classified as liabilities when the basic characteristics of financial liabilities are shown, otherwise they are classified as equity. The incremental cost directly attributable to the issuance of new shares or stock options is included as a decrease in equity price.

  1. Treasury shares

When the Group recovers issued shares, the consideration paid at the time of repurchase (including directly attributable costs) is recognized as “treasury shares” as a deduction of equity. If the disposal price of treasury shares is higher than the book amount, the difference is listed as capital reserve – treasury share transaction; if the disposal price is lower than the book amount, the difference is offset against the capital reserve generated by the same type of treasury share transactions, and the retained earnings will be debited if there is an insufficiency. The book amount of treasury shares is a weighted average and calculated separately according to the reason for the buyback.

At the time of cancellation of treasury shares, the capital reserve – share issue premium and share capital are debited in proportion to equity. If the book amount is higher than the sum of the face value and share issue premium, the difference will be offset against the capital reserve generated by the same type of treasury share transactions. If the book amount is lower than the sum of the face value and share

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issue premium, the capital reserve generated by the same type of treasury share transactions will be credited.

(XVIII) Income tax

  1. Income tax expense includes current and deferred income tax. Income tax is recognized in income, except the income tax related to items under other comprehensive income or directly included under equity which is respectively included in other comprehensive income or directly included under equity.

  2. The current income tax is calculated on the taxable income generated by the Group according to the tax rate that has been legislated or substantively legislated on the balance sheet date. The management regularly assesses the status of income tax returns in accordance with applicable income tax laws and regulations, and assesses income tax liabilities based on the tax expected to be paid to the tax authorities where applicable. The undistributed earnings calculated in accordance with the Income Tax Act of the Republic of China are subject to income tax, and the income tax expense is recognized according to the distribution of the actual earnings only after the shareholders’ meeting approves the earning distribution plan in the year following the year when the earnings are generated.

  3. Deferred income tax is recognized by balance sheet method according to the temporary difference between the assets and liabilities based on the tax basis and the book amount in the balance sheet. Deferred income tax liabilities arising from the originally recognized goodwill are not recognized. Deferred income tax is not recognized if it comes from the originally recognized assets or liabilities in the transaction (excluding business merger) which do not affect the accounting profit or tax income (tax loss) at the time of the transaction. If the Group can control the time point of reversal of the temporary difference arising from the investment in a subsidiary, and it is likely that the temporary difference will not be reversed in the foreseeable future, then it will not be recognized. The tax rate (and tax law) that has been legislated or substantially legislated on the balance sheet date and is expected to apply when the relevant deferred income tax assets are realized or when the deferred income tax liabilities are settled shall prevail.

  4. Deferred income tax assets are recognized to the extent that temporary differences, unused tax losses and unused tax credits are likely to have future tax income available for use, and the unrecognized and recognized deferred income tax assets are reassessed at the end of each reporting period.

  5. The current income tax assets and current income tax liabilities are offset only when there is legal execution power to offset the recognized amount of current income tax assets and liabilities, and there is the intention to pay off the net of assets and liabilities or realize the assets and pay off the liabilities at the same time; when there is legal execution power to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are generated by the same taxable entity under the same tax authority, or generated by different taxable entities but each entity intends to pay off the net of assets and liabilities or realize the assets and pay off the liabilities at the same time, then the deferred income tax assets and liabilities can be offset.

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  1. Tax preference arising from the purchase of equipment or technology, research and development expenditure, personnel training expenditure and equity investment shall be accounted by income tax deduction.

  2. (XIX) Revenue recognition

The Group’s revenue from customer contracts is recognized in the following steps:

  1. Identify the customer contract;

  2. Identify the performance obligations in the contract;

  3. Determine the transaction price;

  4. Apportion the transaction price to the performance obligations in the contract; and

  5. Revenue is recognized when the performance obligations are met.

  6. If the time interval between the transfer of goods or services and the collection of consideration is less than one year, the transaction price of the major financial components of the contract shall not be adjusted.

  7. Income from goods sold

The income from goods sold is from the sales of cement, limestone and cement processing products. Sales revenue It is recognized when control of the goods is transferred to the customer because the customer already has the right to price and use the product, and the company has the main responsibility for resale and bears the risk of obsolescence of the goods. The company recognizes at this time the income and accounts receivable, and has them expressed net of sales returns, quantity discounts and allowances.

For processing of self-delivered materials, the control of the ownership of the processed products is not transferred, so the income is not recognized when the materials are delivered.

  1. Income from sale of property

Sale of property in the normal course of business is recognized when the property construction is completed and delivered to the buyer.

  • (XX) Borrowing costs

The borrowing cost directly attributable to the acquisition, construction or production of an asset that meets the requirements is a part of the cost of the asset until almost all the necessary activities for the asset to reach its intended state of use or sale are completed. The investment income from temporary investment before the occurrence of eligible capital expenditure due to a specific loan, the investment income is deducted from the borrowing cost eligible for capitalization.

Other than the above, all borrowing costs are recognized as income in the period of occurrence.

  • V. Major Sources of Uncertainty in Significant Accounting Judgments, Estimates and Assumptions The Group includes the economic impact of COVID-19 into significant accounting estimates, and will continue to review the basic assumptions and estimates. If the amendment of an estimate affects only the current period, it is recognized in the current period of the amendment; if the amendment of an accounting estimate affects both the current and future periods, it is recognized in the current period of the amendment and the future period.

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The important judgments, important accounting estimates and assumptions adopted by the Group in preparing the consolidated financial statements are as follows:

  • (I) Significant judgment adopted by the accounting policy

  • Business model judgment of financial assets classification

The Group assesses the business model of financial assets according to the level that reflects the common management of the financial asset group to achieve the specific business purpose. For this assessment, all relevant evidence should be considered, including the way asset performance is measured, the risks affecting performance, and the way managers’ compensation is determined. The Group continuously evaluates the appropriateness of its business model and judgment, monitors the financial assets measured at amortized cost and the debt instrument investment measured at fair value through other comprehensive income before the maturity date, and understands the reasons for the disposal, so as to evaluate whether the disposal is consistent with the objectives of the business model. If it is found that the business model has changed, the Group reclassifies the financial assets in accordance with the provisions of IFRS 9 and postpones the application from the date of reclassification.

  1. Revenue recognition

In accordance with IFRS 15, the Group determines whether it has obtained or has not obtained the control of specific goods or services before transferring them to customers, and whether it will be the principal or agent in the transaction. If it is determined that it is the agent of the transaction, the net transaction amount will be recognized as income.

In case of any of the following circumstances, the Group shall be the principal:

  • (1) The Group obtains control of the goods or other assets from the counterparty before the goods or other assets are transferred to the customer; or

  • (2) The Group controls the right of the counterparty to provide services, so as to have the ability to lead the counterparty to provide services to customers on behalf of the Group; or

  • (3) The Group obtains the control of goods or services from the counterparty to combine with other goods or services, so as to provide specific goods or services to customers.

The indicators used to help determine whether the Group controls specific goods or services before transferring them to customers include (but are not limited to) the following:

  • (1) The Group is mainly responsible for fulfilling the commitment of providing specific goods or services.

  • (2) The Group assumes the inventory risk before and after the transfer of specific goods or services to customers.

  • (3) The Group has the discretion to fix the price.

  • Lease period

In determining the lease period, the Group considers all relevant facts and circumstances that give rise to economic incentives to exercise (or not to exercise) the option, including the expected changes in all facts and circumstances from the start

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date to the day when the option is exercised. The factors to be considered include the contract terms and conditions during the option period, the significant leasehold improvements made (or expected to be made) during the contract period, and the importance of the underlying assets to the operation of the Group. Reevaluate the lease period in case of major events or changes in circumstances within the control of the Group.

  1. Judgment on whether the affiliated enterprise has substantial control.

The Group holds 40% of the shares of Penghu Cable TV Co., Ltd., and is its single largest shareholder. After considering the number and distribution of voting rights held by other shareholders, the other shares are not very widely distributed, and the Group is not yet able to dominate the relevant activities of Penghu Cable TV Co., Ltd. and therefore has no control over it. The management of the Group considers that it only has a significant impact on Penghu Cable TV Co., Ltd., so it is listed as an affiliated enterprise of the Group.

  • (II) Significant accounting estimates and assumptions

  • Estimated impairment of financial assets

The estimated impairment of accounts receivable, debt instrument investment and financial guarantee contracts is based on the Group’s assumption of default rate and expected loss rate. The Group considers historical experience, current market conditions and forward-looking information to make assumptions and select the input value of impairment assessment. If the actual cash flow in the future is less than expected, there may be a significant impairment loss.

  1. Fair value measurement and evaluation process

When there is no market quotation for assets and liabilities measured by fair value in active markets, the Group will decide whether to outsource the valuation according to relevant laws and regulations or judgment, and determine the appropriate fair value evaluation technology. If the first-level input value cannot be obtained when estimating the fair value, the Group determines the input value by referring to the analysis of the financial status and operating results of the investee, the latest transaction price, the quoted price of the same equity instrument in the non-active market, the quoted price of similar instruments in the active market, and the evaluation multiplier of comparable companies. If the actual change of the future input value is different from the expectation, there may be a change in the fair value. The Group regularly updates the input values according to the market conditions, so as to monitor whether the fair value measurement is appropriate.

  1. Impairment assessment of tangible and intangible assets

In the process of asset impairment assessment, the Group needs to rely on subjective judgment and determine the independent cash flow, asset life years, and future income and loss of a specific asset group according to the asset use mode and industrial characteristics. Any estimation change due to changes in economic conditions or company strategy may cause significant impairment in the future.

  1. Investment impairment assessment using the equity method

When there is an indication of impairment that an investment by equity method may have been impaired and the book amount cannot be recovered, the Group

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immediately evaluates the impairment of the investment. The Group assesses the recoverable amount and analyzes the rationality of relevant assumptions based on the discounted value of the expected future cash flow of investee companies, or the discounted value of the expected cash dividend and the future cash flow generated by disposal of the investment.

  1. The realizability of deferred income tax assets

Deferred income tax assets are recognized only when it is likely that there will be sufficient taxable income in the future to be used for deducting temporary differences. The evaluation of the realizability of deferred income tax assets must involve the management’s significant accounting judgment and estimation, including the expected growth of future sales revenue and profit margin, tax exemption period, available income tax deduction, tax planning and other assumptions. Any changes in the global economic environment, industrial environment and laws and regulations may cause a significant adjustment of deferred income tax assets.

  1. Evaluation of inventory

As inventories must be valued at the lower of cost and net realizable value, the Group must use judgment and estimation to determine the net realizable value of the inventory on the balance sheet date. The Group assesses the amount of inventory due to normal wear and tear, obsolescence or non-existence of market sales value on the balance sheet date, and subtracts the inventory cost from the net realizable value.

  1. Incremental loan interest rate of the lessee

When determining the lessee’s incremental loan interest rate for the discount of lease payment, the risk-free interest rate of the same currency in the relevant period is taken as the reference interest rate, and the estimated credit risk premium of the lessee and the lease specific adjustment (such as asset specific and secured factors) are taken into account.

VI. Explanation of Important Accounting Items

(I) Cash and cash equivalents

anation of Important Accounting Items
ash and cash equivalents
Item December31,2020 December31,2019
Cash
Check deposit
Current deposit
Cash equivalents
Short term bills with original maturity
within three months
Total
$ 312
3,256
112,085
61,090
$ 246
3,122
163,513
41,050
$176,743 $207,931
  1. The credit quality of the financial institutions that the Group deals with is good, and the Group deals with multiple financial institutions to diversify the credit risk, so the possibility of default is very low.

  2. The Group has not pledged any cash or cash equivalents.

(II) Financial assets measured at fair value through income statement – current Item December 31, 2020 December 31, 2019

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Non-derivative financial assets
Listed stock
Open-end funds
Bonds
Total
$ 157,300
42,716
32,651
$ 153,046
60,747
32,079
$232,667 $245,872
  1. The net (loss) income recognized by the Group in 2020 and 2019 was NT$4,086 thousand and NT$27,989 thousand, respectively.

  2. The Group has not pledged financial assets measured at fair value through income statement.

  3. Please refer to note 12 for details of relevant credit risk management and assessment methods.

(III) Net notes receivable

Net notes receivable
Item December 31,2020 December 31,2019
Measured at amortized cost
Total book amount
Less: allowance for loss
Net notes receivable
$ 290,013
(3,480)
$ 278,058
(4,450)
$ 286,533 $ 273,608
  1. The Group has not pledged any notes receivable.

  2. Please refer to note 6(4) for details of disclosure of allowance for losses of notes receivable.

(IV) Net accounts receivable

Net accounts receivable
Item December 31,2020 December 31,2019
Measured at amortized cost
Total book amount
Less: allowance for loss
Net accounts receivable
$ 108,673
(16,175)
$ 98,692
(16,390)
$92,498 $82,302
  1. The Group’s overdue and unimpaired accounts receivable are in line with the credit standards set according to the industrial characteristics, business scale and profitability of the counterparties. The average credit period for sales by the Production Department is 2–3 months; the Construction Department and the Leasing Department handle the processing according to the collection period in the contract.

  2. The Group adopts the simplified method of IFRS 9 to recognize the allowance for losses of accounts receivable according to the expected credit loss during the period of existence. The expected credit loss during the period of existence is calculated with the reserve matrix, which takes into account customers’ past default records, current financial situation and the industry’s economic trend. As the Group’s historical experience of credit loss shows that there is no significant difference in loss types among different customer groups, the reserve matrix does not further differentiate customer groups, and sets the expected credit loss rate based on the number of overdue days of accounts receivable.

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  1. According to the reserve matrix, the Group measures the allowance for losses of notes receivable and accounts receivable (including those of related parties and other receivables) as follows:
December 31, 2020 Expected credit
impairment rate
Total book
amount
Allowance for losses
(expected credit
impairment
in the period of
existence)

Cost after
amortization
Not overdue
0–90 days overdue
91–180 days
overdue
181–365 days
overdue
More than 365 days
overdue
Total
December 31, 2019
0%-2%
0%-5%
0%-25%
0%-50%

0%-100%
Expected credit
impairment rate
$ 426,000
-
-
-
16,697
$ (5,050)
-
-
-
(16,697)
$ 420,950
-
-
-
-
$442,697 $ (21,747) $420,950
Total book
amount
Allowance for losses
(expected credit
impairment
Expected credit
impairment rate

Cost after
amortization
Not overdue
0–90 days overdue
91–180 days
overdue
181–365 days
overdue
More than 365 days
overdue
Total
0%-2%
0%-5%
0%-25%
0%-50%
0%-100%
$ 436,572
-
-
-
15,052
$ (6,459)
-
-
-
(15,052)
$ 430,113
-
-
-
-
$451,624 $ (21,511) $430,113
  1. The statement of changes in allowance for losses of notes receivable and accounts receivable (including those of related parties and other receivables) is as follows:
Item 2020 2019
Opening balance
Plus: provision for impairment loss
Less: reversal of impairment loss
Ending balance
$ 21,511
236
-
$ 22,068
-
(557)
$21,747 $21,511

Other credit enhancement held for the accounts receivable above: None.

If there is evidence that the counterparty is facing serious financial difficulties and the Group cannot reasonably expect the recoverable amount, the Group will directly write off the relevant receivables and will continue to pursue the recovery. The amount recovered due to the recourse is recognized in income. The Group’s accounts receivable for offsetting the contract amount in 2020 and 2019 were both $0.

126

  1. Please refer to note 12 for details of relevant credit risk management and assessment methods.

  2. The Group has not pledged any account receivable.

  3. (V) Other receivables

Other receivables
Item
Proceeds receivable from sale of shares
Lease payments receivable
Receivables of share capital returned
from liquidation
Interests receivable
Other receivables
Sub-total
Less: allowance for loss
Net
December31,2020 December31,2019
$ -
1,384
-
418
4,935
$ 5,000
1,368
23,060
487
3,138
$ 6,737
(1,645)
$ 33,053
-
$5,092 $33,053

1. The composition of lease payments receivable is as follows:

Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Total
Less: financing income not earned
Less: allowance for loss
Lease payments receivable
Unguaranteed residual value
Less: financing income not earned
Present value of unguaranteed residual
value
Net lease investment reported as finance
lease payment receivables
Lease payments receivable (listed as other
receivables)
Long-term lease payments receivable
(listed as other non-current assets)
December 31,2020 December 31,2019
$ 1,428
1,428
1,428
-
$ 1,428
1,428
1,428
1,428
$ 4,284
(85)
-
$ 5,712
(145)
-
$4,199 $ 5,567
$ -
-
$ -
-
$ - $ -
$ 4,199 $ 5,567
$ 1,384 $ 1,368
$ 2,815 $ 4,199

The Group signed a financial leasing agreement in December 2018 to sublease the 8th floor of the Southeast Building to the Vocational Training Bureau of the Ministry of Labor, with an average lease term of 5 years and a fixed lease payment of NT$714,000 per half year. Since the period of sublease is all the remaining period of the corresponding principal lease, the Group classifies the lease as a financing lease.

  1. The receivables of share capital returned from liquidation is the Group’s investment in Jiahuan Dongni, which was originally evaluated by equity method because of the Group’s significant influence on it. However, the Group has no significant influence on it since the liquidation procedure started in the fourth quarter of 2019, and the NT$23,060 thousand investment by equity method is transferred to returned share

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capital receivable; in addition, the company has appointed a liquidator at the extraordinary shareholders’ meeting in April 2020, returned NT$22,695 thousand of investment money in 2020, recognized NT$365 thousand of liquidation loss, and completed the liquidation in December 2020.

  • (VI) Inventory and cost of goods sold
Inventory and cost of goods sold
Item December31,2020 December31,2019
Manufacturing Department:
Raw fuel
Materials
Work in process
Finished products
Sub-total
Less: allowance for depreciation and
losses from obsolete and slow-moving
inventories
Net – Manufacturing Department
Construction Department:
Construction land
Property for sale
Property under construction
Net – Construction Department
Total
$ 41,997
77,446
23,588
59,343
$ 104,739
73,314
17,446
68,678
$ 202,374
(46,492)
$ 264,177
(63,018)
$155,882 $201,159
$ 466,150
-
262,278
$ 350,333
-
99,465
$728,428 $449,798
$884,310 $650,957
  1. The inventory related losses (gains) recognized as cost of goods sold in the current period are as follows:
period are as follows:
Item 2020 2019
Cost of inventory sold
Other operating costs
Manufacturing cost not apportioned
Inventory loss
Provision for inventory depreciation and
losses from obsolete and slow-moving
inventories (appreciation benefits)
Manufacturing Department
Cost of property sold
Total operating costs
$ 1,496,474
37,773
5,705
188
(16,526)
$ 1,474,447
22,247
9,398
-
(11,572)
$ 1,523,614
-
$ 1,494,520
8,131
$1,523,614 $1,502,651
  1. The net realizable value of inventories appreciated due to consumption of some inventories in 2020 and 2019, so the recognized falling price and sluggish loss of inventory (recovery benefit) were NT$(16,526) thousand and NT$(11,572) thousand, respectively.

  2. The Group has not pledged any inventory.

  3. The adjustment between the increase in inventory and the inventory in the cash flow statement in the current period is as follows:

2020

2019

Item

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Inventory decrease (increase)
Transfer in of property, plant and
equipment
Transfer out to property, plant and
equipment
Cash received (paid) from inventory
decrease (increase)
$ (233,353)
420
(4,627)
$ (90,771)
-
(1,247)
$ (237,560) $ (92,018)

(VII) Prepayments

) Prepayments
Item December 31,2020
$ 45,210
315
15,924
6,691
$68,140
December 31,2019
Prepayment for material purchase
Prepaid insurance premium
Tax allowance
Other prepayments
Total
$ 31,953
406
6,906
1,654
$40,919

(VIII) Other financial assets – current
Item
Original maturity date more than 3
months away
Time deposits:
NT$ time deposits
Foreign currency time deposits
Total
Interest rate range

(VIII) Other financial assets – current
Item
Original maturity date more than 3
months away
Time deposits:
NT$ time deposits
Foreign currency time deposits
Total
Interest rate range
December31,2020 December31,2019
Original maturity date more than 3
months away
Time deposits:
NT$ time deposits
Foreign currency time deposits
Total
Interest rate range
$ 46,007
128,591
$ 299,000
148,691
$174,598 $447,691
0.35%-1.06% 0.82%-2.60%

(IX) Incremental cost of contract acquisition – current

The Group expects to recover the commission paid to the agent company for the acquisition of the property sales contract or the bonus paid to the internal sales department for its own sales and construction, so it is recognized as an asset. It is amortized when the income from the sale of property is recognized, and a promotion expense of $0 is recognized in both 2020 and 2019.

  • (X) Financial assets measured at fair value through other comprehensive income – non-current
non-current
Item December 31,2020 December 31,2019
Non-liquid
Equity instruments
Shares of domestic listed and OTC
companies
Shares of domestic unlisted and
non-OTC companies
Sub-total
Evaluation adjustment
Total
$ 263,160
343,844
$ 256,268
346,644
$ 607,004
571,919
$ 602,912
588,769
$1,178,923 $1,191,681
  1. The Group invests in the shares of the above-mentioned domestic unlisted and non-OTC companies for medium and long-term strategic purposes, and expects to

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make a profit through long-term investment. The management of the Group believes that if the short-term fair value fluctuation of such investment is included in income, it will be inconsistent with the long-term investment planning mentioned above, so it chooses to designate such investment as fair value through other comprehensive income.

  1. In 2020 and 2019, the Group adjusted its investment position to diversify the risk, and sold some shares at fair value. The unrealized gains and losses of other related interests – financial assets measured at fair value through other comprehensive income were respectively NT$14,252 thousand and NT$1,313 thousand, which were transferred to retained earnings.

  2. Please refer to note 12 for the relevant credit risk management and assessment method.

  3. The Group has not pledged financial assets measured at fair value through other comprehensive income.

(XI) Investment by equity method

vestment by equity method
Investee companies December 31,2020 December 31,2019
Significant affiliated enterprises:
Taiji Ship Plant Co., Ltd.
Penghu Cable TV Co., Ltd.
Sub-total
Insignificant
individual
affiliated
enterprises
Total
315,605
147,713
311,897
147,937
$463,318 $459,834
$ 127,328 $ 122,573
$590,646 $582,407
  1. The basic information of the Group’s major affiliated enterprises is as follows:
Companyname Shareholdingratio Shareholdingratio
December31,2020 December31,2019
Taiji Ship Plant Co., Ltd.
Penghu Cable TV Co., Ltd.
31.56%
40.00%
31.56%
40.00%

Please refer to Appendix 4 of note 13 for details of the business nature, main business location and country of incorporation of the affiliated enterprises above.

  1. The consolidated financial information of the Group’s major affiliated enterprises is as follows:

  2. A. Balance Sheet

follows:
A. Balance Sheet
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Share of net assets of affiliated
enterprises
Unrealized gain or loss from
transactions with affiliated
TaijiShipPlantCo.,Ltd.
December 31,2020 December 31,2019
$ 426,129
1,127,494
(534,344)
-
$ 197,793
1,112,565
(307,663)
-
$1,019,279 $1,002,695
$ 321,720
(6,115)
$ 316,483
(4,586)

130

enterprises
Book value of affiliated enterprises

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Share of net assets of affiliated
enterprises
Book value of affiliated enterprises
$315,605 $311,897
Penghu CableTV Co.,Ltd.
December 31,2020 December 31,2019
$ 368,339
110,007
(82,799)
(27,262)
$ 355,317
129,860
(85,361)
(29,974)
$368,285 $369,842
$ 147,713 $ 147,937
$147,713 $147,937

B. Comprehensive Income Statement

Companyname Taiji ShipPlant Co., Ltd. Taiji ShipPlant Co., Ltd.
2020 2019
Operating income
Current net profit
Other comprehensive income (net of
tax)
Total comprehensive income in the
current period
Dividends received from affiliated
enterprises

Companyname
$ - $ -
$ 8,746

7,837

$ (4,936)

(33,348)

$ 16,583

$ (38,284)

$ -
$ 746
Penghu Cable TV Co.,Ltd.
2020 2019
Operating income
Current net profit
Other comprehensive income (net of
tax)
Total comprehensive income in the
current period
Dividends received from affiliated
enterprises
$ 123,389 $ 130,503
$ 19,485

798
$ 20,251
875

$ 20,283
$ 21,126

$ 8,000
$ 8,000

(1) The shares of individual insignificant affiliated enterprises are summarized as follows:

follows:
Share:
Current net profit
Other comprehensive income (net
of tax)
Total comprehensive income in the
current period
2020 2019

$ (6,233)

41

$ (6,192)
$ 3,924

832

$ 4,756

131

  • (2) The investment by equity method and the Group’s share of income and other comprehensive income are calculated according to the financial statements audited by the independent auditor.

  • The Group did not pledge its investment by equity method as of December 31, 2020 and 2019.

(XII) Property, plant and equipment

roperty, plant and equipment
Item December31,2020 December31,2019
Land
Housing and construction
Machine and equipment
Transportation equipment
Other equipment
Equipment pending inspection and
unfinished construction
Total cost
Less: accumulated depreciation
Accumulated impairment
Total
$ 153,748
395,161
2,646,621
25,036
50,050
48,145
$ 153,748
400,141
2,642,031
24,336
50,050
24,827
$ 3,318,761
(3,041,614)
(27,449)
$ 3,295,133
(3,039,700)
(29,340)
$249,698 $226,093

132

Cost Land Housing and
construction
Machine and
equipment
Transportation
equipment
Other
equipment
Equipment
pending
inspection and
unfinished
construction
Total

$ 153,748
-

-
-
-
-
-
$ 400,141
-
-
-
(4,980)
-
-
$2,642,031
2,996
-
-
(6,764)
-
8,358
$ 24,336
-
700
-
-
-
-
$ 50,050
-
-
-
-
-
-
$ 24,827
30,342
3,927
(420)
-
(2,173)
(8,358)
$3,295,133
33,338
4,627
(420)
(11,744)
(2,173)
-
Balance on January
1, 2020
Acquisition
Inventory transferred
in
Transfer to inventory
Disposal
Transfer to
right-of-use assets –
Buildings
Reclassification
Balance
on
December 31, 2020
Accumulated
depreciation and
impairment

$ 153,748
$ 395,161 $2,646,621 $ 25,036 $ 50,050 $ 48,145 $3,318,761

$ -
-
-
-
$ 398,392
124
(4,980)
-
$2,597,730
10,819
(4,873)
(1,891)
$ 23,171
692
-
-
$ 49,747
132
-
-
$ -
-
-
-
$3,069,040
11,767
(9,853)
(1,891)
Balance on January
1, 2020
Depreciation
expense
Disposal
Impairment reversal
Balance on
December 31, 2020
$ - $ 393,536 $2,601,785 $ 23,863 $ 49,879 $ - $3,069,063
Cost Land Housing and
construction
Machine and
equipment
Transportation
equipment
Other
equipment
Equipment
pending
inspection and
unfinished
construction
Total

$ 153,748
-

-
-
-
$ 405,150
-
-
(5,009)
-
$2,655,687
2,443
-
(14,113)
(1,986)
$ 23,508
-
358
-
470
$ 50,050
-
-
-
-
$ -
22,422
889
-
1,516
$3,288,143
24,865
1,247
(19,122)
-
Balance on January
1, 2019
Acquisition
Inventory transferred
in
Disposal
Reclassification
Balance on
December 31, 2019
Accumulated
depreciation and
impairment
$ 153,748 $ 400,141 $2,642,031 $ 24,336 $ 50,050 $ 24,827 $3,295,133

$ -
-
-
-
-
$ 399,677
750
(2,035)
-
-
$2,599,921
10,047
(14,113)
-
1,875
$ 22,589
582
-
-
-
$ 49,573
174
-
-
-
$ -
-
-
-
-
$3,071,760
11,553
(16,148)
-
1,875
Balance on January
1, 2019
Depreciation
expense
Disposal
Reclassification
Provision for
impairment loss
Balance on
December 31, 2019
$ - $ 398,392 $2,597,730 $ 23,171 $ 49,747 $ - $3,069,040

133

  1. The adjustment of property, plant and equipment acquired in the current period and from the cash flow statement is as follows:
Item 2020 2019
$ 33,338
(3,325)
$ 24,865
(7,119)
$ 17,746
  1. Capitalization amount and interest rate range of borrowing costs of property, plant and equipment: None.

  2. The Group’s reversal of accumulated impairment and accrued impairment loss in 2020 and 2019 were NT$(1,891) thousand and NT$1,875 thousand, respectively. Due to the shutdown of the raw materials and clinker department in 2018, the relevant equipment was idle and unused; the recoverable amount of the equipment was expected to be less than the book amount, and a provision for impairment loss was made. However, some of the equipment was scrapped in 2020, and the accumulated impairment was reversed. In addition, because the expected recoverable amount of part of the production equipment was less than the book amount in 2019, and the book amount of related equipment could not be recovered by using or selling, an impairment loss of NT$1,875 thousand was therefore recognized. The residual value from the disposal above belongs to the third-level fair value.

  3. Information on guarantees provided with property, plant and equipment: None.

(XIII) Lease agreement

  1. Right-of-use assets
(XIII) Lease agreement
1. Right-of-use assets
(XIII) Lease agreement
1. Right-of-use assets
(XIII) Lease agreement
1. Right-of-use assets
(XIII) Lease agreement
1. Right-of-use assets
Item
December 31,2020
December 31,2019
Land
$ 407,039
$ 264,579
Buildings
92,409
18,839
Transportation equipment
4,220
-
Total cost
$ 503,668
$ 283,418
Less: accumulated depreciation
(114,497)
(54,392)
Accumulated impairment
-
-
Net
$389,171
$229,026

Cost
Land
Buildings
Transportation
equipment
Total
Balance on January 1,
2020
$ 264,579
$ 18,839
$ -
$ 283,418
Increase in current
period
143,649
71,397
4,220
219,266
Property, plant and
equipment
-
2,173
-
2,173
Transfer in
Decrease in current
period
(1,189)
-
-
(1,189)
Balance on December
$407,039
$92,409
$4,220
$503,668
Balance on January 1,
2020
Increase in current
period
Property, plant and
equipment
Transfer in
Decrease in current
period
Balance on December
$ 264,579
143,649
-
(1,189)
$ 18,839
71,397
2,173
-
$ -
4,220
-
-
$407,039 $92,409 $4,220

134

31, 2020
Accumulated
depreciation and
impairment
$ 54,392
60,105
-
$ 114,497

Total
$ -
283,221
197
-
$ 283,418
$ -
54,392
-
$ 54,392

$ 53,046
57,939

-
$ 1,346
1,346
-
$ -
820
-
Balance on January 1,
2020
Depreciation expense
Provision for (reversal
of) impairment loss
Balance on December
31, 2020
Cost

$ 110,985
$ 2,692 $ 820
Land Buildings
Transportation
equipment
Balance on January 1,
2019
IFRS 16 adjustment
applied for the
first time
Increase in current
period
Decrease in current
period
Balance on December
31, 2019
Accumulated
depreciation and
impairment

$ -
264,382
197
-
$ -
18,839
-
-
$ -
-
-
-
$ 264,579 $ 18,839 $ -

$ -
53,046

-
$ -
1,346
-
$ -
-
-
Balance on January 1,
2019
Depreciation expense
Provision for (reversal
of) impairment loss
Balance on December
31, 2019

$ 53,046
$ 1,346 $ -

2. Lease liabilities

Lease liabilities
Item December31,2020 December31,2019
$65,651 $58,028
$265,358 $183,058
December 31,2019
Land
Buildings
Transportation equipment
1.16%-2.03%
1.16%-2.03%
1.16%
1.16%
1.16%
1.16%

For the maturity analysis of lease liabilities, please refer to note 12(2).

135

3. Important leasing activities and terms

The Group leases a number of land, buildings and transportation equipment for operation, plants and external roads. The lease term is 3–14 years. Some of the leases are attached with the right to renew the lease upon the expiration of the lease term, and the rent of some of the leases is based on the area of the leased land and is calculated according to the section value and rate or according to the present value of the land announced in the current year. The Group has included in the lease liability the right to renew the lease upon the expiration of the lease term. In addition, according to the contract, the company shall not sublet the leased assets to others without the consent of the lessor. As of December 31, 2020 and 2019, there was no sign of impairment of the right-of-use assets, so no impairment assessment was conducted.

Due to the severe impact of COVID-19 on the market economy in 2020, the Group negotiated the land lease with the lessor, and the lessor agreed to unconditionally reduce the rent by 20% from January 1 to December 31, 2020 and postpone the payment of rent from January 1 to June 30, 2020 to December 31, 2020. In 2020, the Group recognized the influence number of the rent concession above as NT$4,733 thousand which is recognized as income (posted under other income).

4. Sublease:

The Group sublets the 8th floor of the Southeast Building to the Vocational Training Bureau of the Ministry of Labor in the form of business lease; the relevant right-of-use assets are excluded due to the sublease relationship, and the lease payment receivable is recognized at the same time. The income from the sublease of the right-of-use assets in 2020 and 2019 was NT$60 thousand and NT$75 thousand, respectively.

5. Other leasing information

  • (1) Please refer to note 6(14) for the Group’s agreement of leasing investment property by operating lease.

(2) The lease related expenses for the current period are as follows:

Item 2020 2019
Short-term lease expenses
Low-value asset leasing expenses
Changes not included in the
measurement of lease liabilities
Lease payment expenses
Total cash outflow from leasing
(note)
$597 $1,550
$48 $77
$- $-
$ (57,395) $ (52,822)

(Note): It includes the principal payment of current lease liabilities.

In 2020 and 2019, the Group selected exemption recognition for eligible short-term leases and low-value asset leases, and did not recognize related right-of-use assets and lease liabilities of such leases.

136

(XIV) Investment property



Cost
Item Item Item December 31,2020 December 31,2020 December 31,2019 December 31,2019
$ 5,316,453
754,283
5,535
$ 5,316,453
754,283
-
$ 6,076,271
(489,909)
(203,630)
$ 6,070,736
(486,458)
(203,630)
$5,382,732 $5,380,648

Equipment
pending
inspection and
unfinished
construction
Total
$ 5,316,453
-
-
$ 754,283
-
-
$ -
5,535
-
$ 6,070,736
5,535
-
Balance on
January 1, 2020
Acquisition
Disposal
Balance on
December 31,
2020
Accumulated
depreciation and
impairment
$ 5,316,453 $ 754,283 $ 5,535 $ 6,076,271

$ -
-
-
$ 690,088
3,451
-
$ -
-
-
$ 690,088
3,451
-
Balance
on
January 1, 2020
Depreciation
expense
Disposal
Balance
on
December
31,
2020
Cost


$ -
$ 693,539 $ - $ 693,539
Land Housing,
construction and
equipment

Equipment
pending
inspection and
unfinished
construction
Total
$ 4,824,222
-
-
492,231
$ 755,621
-
(1,338)
-
$ 291,411
200,820
-
(492,231)
$ 5,871,254
200,820
(1,338)
-
Balance on
January 1, 2019
Acquisition
Disposal
Reclassification
Balance on
December 31,
$ 5,316,453 $ 754,283 $ - $ 6,070,736

137

2019

2019
Accumulated
depreciation and
impairment
$ -
-
-
$ 687,975
3,451
(1,338)
$ -
-
-
$ 687,975
3,451
(1,338)
Balance on
January 1, 2019
Depreciation
expense
Disposal
Balance on
December 31,
2019
$ - $ 690,088 $ - $ 690,088
  1. Rental income and direct operating expenses of investment property:
Item 2020 2019
$ 53,767
$ 22,247
$ 330
Rental
income
from
investment
property
Direct operating expenses incurred
from investment property
generating rental income in the current
period
Direct operating expenses incurred
from investment property
not generating rental income in the
current period

$ 53,985

$ 37,773

$ 376
  1. The total amount of lease payment to be received in the future for leasing investment property by operating lease is as follows:
Year 1
Year 2
Year 3
Year 4
Year 5
More than 5 years
Total
Total significant leasepayment Total significant leasepayment
December31,2020
$ 24,690
25,129
26,636
26,905
26,921
189,848
$320,129
December31,2019
$ 22,411
22,500
22,500
23,531
23,625
178,148
$292,715
  1. The fair value of investment property is based on the evaluation results by independent experts in recent years by comparative method; reference is also made to the real price inquiry service network of the Ministry of the Interior or the websites of real estate brokers to obtain the transaction prices in similar locations and of similar types in the near past; the current lease contract is also referred to, and the future cash flow is discounted to serve as the evaluation basis. All the above belong to the third-level fair value, and the fair value obtained from the evaluation is as follows:

Item December 31, 2020 December 31, 2019 Fair value $ 9,223,868 $ 7,826,614

138

  1. As of December 31, 2020 and 2019, some of the Group’s land has not been registered in the name of the company due to the restrictions of the law, but to ensure the interests, the Group has obtained the promise of the registrant to transfer the land unconditionally to the Group after the legal restrictions are lifted, or apply security measures on the land if it is already registered for mortgage rights.

  2. For information on guarantees provided with property, please refer to note 8.

  3. The Group has made a provision of NT$0 as the impairment loss (benefits from reversal) in both 2020 and 2019.

(XV) Intangible assets

ntangible assets ntangible assets
Item December31,2020 December31,2019
$ 105
(82)
$ 105
(47)
$23 $58
Cost Cost of computer
software
Balance on January
1, 2020
Acquisition
Excluded at
expiration

Balance on
December 31, 2020

Accumulated
depreciation
$ 105

-

-
Balance on January
1, 2019
Acquisition
Excluded at
expiration
Balance on
December 31, 2019
Accumulated
depreciation

$ 105
-
-
$ 105
$ 105
Cost of computer
software
Cost of computer
software
Balance on January
1, 2020
Amortization
expense
Excluded at
expiration

Balance
on
December 31, 2020
$ 47

35

-
Balance on January
1, 2019
Amortization
expense
Excluded at
expiration
Balance
on
December 31, 2019

$ 12
35
-
$ 82

$ 47

(XVI) Refundable deposits

Refundable deposits
Item December 31,2020 December 31,2019
Security deposit of mining area
Lease security deposit
Security deposit of National Property
Administration
Membership deposit
Other security deposits
Total
$ 562
8,464
263
765
64
$ 562
6,764
2,827
765
832
$10,118 $11,750

(XVII) Short-term borrowings

December 31, 2020

139

Nature of borrowing Amount Amount
Mortgage loan
Credit loan
Total

Nature ofborrowing
$ 155,000
80,000
$235,000
Amount Interest rate
0.90%
0.90%
Mortgage loan
Credit loan
Total
$ 80,000
120,000
$200,000

For short-term borrowings, the company provides some investment property as the guarantee for borrowing. Please refer to note 8.

(XVIII) Contractual liabilities – current

(XVIII) Contractual liabilities – current ) Contractual liabilities – current
Item
Cement to be collected
Prepayments
Pre-collected property
Total

(XIX) Other payables
Item December31,2020 December31,2019
$ 98,685
27
9,022
$107,734
$ 73,555
27
16,843
$90,425
(XIX) Other payables Other payables Other payables
Item
December31,2020
December31,2019
Salary and bonus payable
$ 15,499
$ 14,893
Commodity tax payable
18,372
16,329
Utilities payable
9,164
9,309
Tax payable
2,998
2,582
Remuneration payable to employees
and directors – the company
667
2,286
Remuneration payable to employees
and directors – subsidiaries
1,227
1,904
Equipment payable – property, plant
and equipment
10,444
7,119
Equipment payable – right-of-use
assets
12,729
-
Dividend payable – previous period
3,983
3,985
Other
14,542
26,339
Total
$89,625
$84,746

(XX) Debt provision – current
Item
December 31,2020
December 31,2019
Employee benefits
$ 1,553
$ 1,440
Decommissioning liabilities
-
-
Total
$1,553
$1,440
2020
Item
Employee benefits
Decommissioning
liabilities
Total
Balance on January 1
$ 1,440
$ -
$ 1,440
Item December31,2020
$ 15,499
18,372
9,164
2,998
667
1,227
10,444
12,729
3,983
14,542
$89,625
December 31,2020
December31,2019
$ 14,893
16,329
9,309
2,582
2,286
1,904
7,119
-
3,985
26,339
$84,746
December 31,2019
$ 1,440
-
$1,440
$ 1,553
-
$ 1,440
-
$1,553 $1,440
2020
Employee benefits
Decommissioning
liabilities
Total
Balance on January 1 $ 1,440 $ - $ 1,440

140

New liability reserve in
the current period
Liability reserve used
in current use
Balance on December
31

Item
1,553

(1,440)
-
-
1,553
(1,440)
$ 1,553 $ - $ 1,553
2019
Employee benefits
Decommissioning
liabilities
Total
Balance on January 1
New liability reserve in
the current period
Liability reserve used
in current use
Balance on December
31
$ 1,570
1,440
(1,570)
$ 3,025
-
(3,025)
$ 4,595
1,440
(4,595)
$ 1,440 $ - $ 1,440
  1. The provision for employee welfare liabilities is the estimation of the right of employees to take short-term service leaves.

  2. Decommissioning liabilities:

In addition to its own mining area, the Group has leased all the equipment and auxiliary equipment of the production system of Chentai Cement Company since 1982, and also leased its limestone mining right in the material area. According to the requirements of the Construction Bureau of Kaohsiung Municipal Government (renamed Economic Development Bureau later and then assigned under the Water Conservancy Bureau after the county and city merger), the competent authority of the target enterprise, the Group has the land restoration obligations of 13.7601 hectares of the old mining area of the Group and of the Banping Mountain of Chentai Cement Company after the mining activity is stopped. Since August 1997, the Group has started the land restoration and greening work in the areas above, and has completed the restoration of all projects. However, only local correction is made due to the actual construction in line with terrain and geological conditions. Upon the resolution of the review committee, the Group shall revise the plan according to the current completion status, and then the acceptance will be conducted accordingly. The Group has submitted the revised plan to the review committee in April 2012, and in order to smooth the follow-up review work and meet the current laws and regulations, the Group again submitted the review-version plan and the first design change to the review-version plan respectively in May 2017 and January 2018, in order to facilitate the continued review of the Water Conservancy Bureau. In December 2018, the Group obtained the construction permit for soil and water conservation issued by the Water Conservancy Bureau, and started the work in February 2019. The construction was completed in April 2019, and the completion certificate of soil and water conservation issued by the Kaohsiung Municipal Government was obtained on November 19, 2019. The Group has fulfilled its obligations of restoring the land to its original state required by the competent authority of the target enterprise, the land administration authority and the land ownership authority.

141

(XXI) Pension

  1. Since the end of 2004, the Group handles the measures for employees’ self-applied retirement and voluntary retirement in accordance with the provisions of the Labor Standards Act. On July 1, 2005, the Group established a defined retirement scheme in accordance with the “Labor Pension Act” which applies to employees of R.O.C. nationality. For employees who select the application of the labor pension system in the “Labor Pension Act,” the Group pays the labor pension to the employee’s personal account at the Labor Insurance Bureau at 6% of the salary each month. The payment of the employee pension is collected in a monthly or one-off manner according to the individual pension account type and the amount of accumulated income of the employee.

  2. The pension costs recognized as expenses by the Group in accordance with the pension rules above in 2020 and 2019 are NT$2,881 thousand and NT$2,688 thousand. respectively.

(XXII) Guarantee deposits received

uarantee deposits received
Item December 31,2020 December 31,2019
Lease deposit
Cement deposit
Total
$ 20,476
3,481
$ 19,559
3,481
$23,957 $23,040

For the transaction of related parties, please refer to note 7(3)(vi).

(XXIII) Ordinary share capital

Item 2020 2020 2019 2019
Number of
shares
(thousand
shares)
Amount Number of
shares
(thousand
shares)
Amount
January 1
Capital increase in
cash
Capital increase
from earnings
December 31
572,000
-
-
$ 5,720,008
-
-
572,000
-
-
$ 5,720,008
-
-
572,000 $5,720,008 572,000 $5,720,008

As of December 31, 2020, the company’s rated capital is NT$8,000,000 thousand, divided into 800,000 thousand shares.

(XXIV) Capital reserve

apital reserve
Item December31,2020 December31,2019
Premium on shares issued
Treasury share trading
Recognized due to investment by
equity method
Total
$ 118,316
66,740
3,211
$ 118,316
66,635
3,211
$188,267 $188,162

142

In accordance with the Company Act, the amount of shares issued in excess of the par value and the capital reserve from donations may be used to make up for losses, and when the company has no accumulated loss, it may distribute new shares or cash in proportion to the original shareholdings of the shareholders. In addition, in accordance with the relevant provisions of the Securities and Exchange Act, when the capital reserve above is appropriated as capital, the total amount shall not exceed 10% of the paid-in capital each year. Unless the earnings reserve is insufficient to fill the capital loss, the company shall not supplement with the capital reserve. The capital reserve arising from investment by equity method shall not be used for any purpose.

(XXV) Retained earnings and dividend policy

  1. In accordance with the provisions of the company’s articles of association on earnings distribution, if there are earnings in the annual final accounts of the company, the company shall pay taxes first and make up for the previous losses. 10% of the earnings reserve shall then be appropriated as the legal reserve, until the legal reserve reaches the total capital of the company; after the special reserve is provided or reversed in accordance with the provisions of the competent authority’s requirement, the balance plus the accumulated undistributed earnings in the previous year and the adjustment of the undistributed earnings in the current year will be the earnings available for distribution; the board of directors shall prepare an earnings distribution scheme and submit it to the shareholders’ meeting for resolution and distribution of the dividend to shareholders.

  2. For the dividend payment, the company shall take into account the characteristics of the business climate change, and consider the future capital needs and long-term financial planning of the life cycle of each product or service. Under the goal of maintaining stable dividends, in principle all dividend payments shall be in cash, but if the company has capital needs for capacity expansion, financial structure improvement, major investment plans, etc., then more than 50% may be stock dividend, and the rest be cash dividend.

  3. The legal reserve shall not be used except for making up the company’s losses, or distributing new shares or cash in proportion to the original shareholdings of the shareholders. However, if new shares or cash is distributed, the amount is limited to the portion of the reserve exceeding 25% of the paid-in capital.

  4. (1) When the company distributes earnings, it is required by law to set aside a special reserve for the debit balance of other equity items on the balance sheet date of the current year. When the debit balance of other equity items is reversed, the amount reversed can be included in earnings available for distribution.

  5. (2) When IFRSs is adopted for the first time, according to the special reserve listed in the letter dated April 6, 2012 referenced Jin-Guan-Cheng-Fa No. 1010012865, if the company uses, disposes of or reclassifies related assets later, it may convert the proportion of the original special reserve into retained earnings available for distribution.

  6. The company’s earnings distribution plan and dividend per share for 2019 and 2018 as determined by the company in June 2020 and June 2019 are as follows:

143

Earnings distributionplan Earnings distributionplan Dividendper share Dividendper share (NT$)
Item 2019 2018 2019 2018
Legal reserve $ 3,313 $ 6,568
Ordinary share
dividend
57,200 57,200 0.1 0.1
Total $60,513 $63,768
5. The board of directors of the company proposed on March 18, 2021 the following
earnings distribution plan for 2020:
Earnings distribution Dividend per share
plan (NT$)
Legal reserve $ 3,631
Cash dividend 57,200 0.1
Total $ 60,831
  1. The board of directors of the company proposed on March 18, 2021 the following earnings distribution plan for 2020:

The earnings distribution plan for 2020 is pending the resolution of the general shareholders’ meeting to be held in June 2021

  1. For the proposal by the company’s board of directors and the resolution of the shareholders’ meeting on earnings distribution, please go to the “Market Observation Post System” of the Taiwan Stock Exchange for inquiry.

(XXVI) Special reserve

pecial reserve
Item December 31,2020 December 31,2019
Preparation for plant construction
Provision due to the initial application
of International Accounting Standards
Total
$ 500,000
310,918
$ 500,000
310,918
$810,918 $810,918
  1. The preparation for plant construction is the special reserve proposed by the company in 1994 by the resolution of the shareholders’ meeting on plant construction at home or abroad.

  2. Due to the initial application of International Accounting Standards, the company transferred NT$341,766 thousand to retained earnings from unrealized revaluation value previously recognized in accordance with the Generally Accepted Accounting Principles of our country. In accordance with the order referenced Jin-Guan-Cheng-Fa No. 1010012865, the company shall provide a special reserve of the same amount. However, because the adjusted retained earnings on the transfer date was only NT$319,012 thousand, the special reserve amount proposed was NT$ 319,012 thousand.

  3. If the special reserve listed above is adopted under IFRSs for the first time, and if the company uses, disposes of or reclassifies the relevant assets later, it may reverse the proportion of the special reserve originally provided into distributable retained earnings. As of December 31, 2020, NT$8,094 thousand was reversed to undistributed earnings from the proportion of the original special reserve due to the disposal of investment property.

144

(XXVII) Other equity

Other equity
Item
Opening balance
Unrealized valuation gain/loss of equity
instrument investment measured at fair
value
through
other
comprehensive
income Disposal of equity instruments
measured at fair value through other
comprehensive income
Share of affiliated enterprises and joint
ventures recognized by equity method
– unrealized valuation gain/loss of equity
instrument investment measured at fair
value
through
other
comprehensive
income Disposal of equity instruments
measured at fair value through other
comprehensive income
Ending balance
Unrealized benefit (loss) of financial assets
measured by fair value through other
comprehensive income.
2020 2019
$ 514,103
(18,938)
(14,320)
19,607
68
$ 450,959
54,608
(1,313)
9,849
-
$500,520 $514,103

(XXVIII) Treasury shares

  1. The investment in the shares of the company by subsidiaries is regarded as treasury shares, and the changes are summarized as follows: December 31, 2020:
December 31, 2020:
Item Number of shares
at the beginning of
the period

Increase
(decrease) in the
currentperiod
Unit: 1000 shares
Number of shares
at the end of the
period
The shares of the parent
company held by
subsidiaries transferred
from long-term
investment to treasury
shares
December 31, 2019:
Item
2,113 - 2,113
Number of shares
at the beginning of
the period

Increase
(decrease) in the
currentperiod
Unit: 1000 shares
Number of shares
at the end of the
period
The shares of the parent
company held by
subsidiaries
are transferred from
long-term investment to
treasury
shares
2,113 - 2,113

145

  1. As the company acquired the control over Southeast Paper Co., Ltd. at the end of December 2011, the book amount NT$24,509 thousand of its reinvestment in the parent company (financial assets measured by fair value through other comprehensive income – non-current) was transferred to treasury shares according to the shareholding ratio of 49.71%. The amount as of December 31, 2020 and 2019 was both NT$12,185 thousand. The market prices of the company’s shares held by Southeast Paper Co., Ltd. on December 31, 2020 and 2019 were NT$37,820 thousand and NT$36,869 thousand, respectively. The shares of the parent company held by subsidiaries are treated as treasury shares and still enjoy the right of dividend distribution.

(XXIX) Non-controlling interests

on-controlling interests
Item December 31,2020 December 31,2019
Opening balance
Shares attributable to non-controlling
interests:
Net profit for the year
Change of the year due to other
comprehensive income
Increase/decrease of non-controlling
interests
Ending balance
$ 46,809
(5,209)
118
17,192
$ 28,468
110
40
18,191
$58,910 $46,809

(XXX) Operating income

Operating income
Item 2020 2019
Revenue from customer contracts
Sales revenue
Income from sale of property
Total income from customer contracts
Less: sales discount
Net income from customer contracts
Rental income
Net operating income
$ 1,537,001
-
$ 1,519,001
12,172
$ 1,537,001
-
$ 1,531,173
-
$ 1,537,001
53,985
$ 1,531,173
53,767
$1,590,986 $1,584,940

1. Description of customer contract

A. Sales revenue

The sales revenue of cement and furnace stone powder products of the Production Department is mainly sold to dealers at fixed prices as agreed in the contract.

2. Other operating income

The lease income from business leases is recognized as income on a straight-line basis during the lease period.

3. The breakdown of customer contract revenue is as follows:

The company’s revenue can be divided in detail into the following major product lines and geographical regions:

2020 2019 Major regional markets Taiwan $ 1,537,001 $ 1,531,173

146

Mainproduct lines $ 1,295,602
222,044
19,355
-
$ 1,290,214
201,159
27,628
12,172
Cement
Furnace stone powder and other
raw materials
Land and housing
Total
Timepoint of revenue recognition
$1,537,001 $1,531,173
$ 1,537,001
-
$ 1,531,173
-
Fulfilling the performance obligation
at a certain time point Gradually
fulfilling the performance obligation
over time
Total
$1,537,001 $1,531,173

3. Contract balance

The Group recognizes the receivables and contractual liabilities related to customer contract income as follows:

contract income as follows:
Item December31,2020 December31,2019
Receivables
Contractual liabilities – current
$415,858 $397,060
$90,425 $107,734

4. Significant changes in contractual assets and liabilities

The change in contractual assets and liabilities is mainly due to the difference between the time point when the performance obligation is met and the time point when the customer pays. There is no other significant change.

  1. The amount of contractual liabilities at the beginning of the period and income recognized in the current period from performance obligations fulfilled in the previous period is as follows:
previous period is as follows:
Amount recognized as income in the
currentperiod
2020 2019
From contract liabilities at the
beginning of the period
From performance obligations
fulfilled in the previous period
$ 97,861 $ 61,606
$ - $ -

(XXXI) Employee benefits, depreciation, depletion and amortization

Nature 2020
Belonging to
operating costs
Belonging to
operating expenses
Total
Employee benefits
Salary expenses
Labor and health
insurance expenses
Pension expenses
Other employee benefits
Depreciation expense
Amortization expense
Total
$ 44,870
2,943
1,822
5,555
41,278
-
$ 31,167
3,242
1,059
2,866
34,045
35
$ 76,037
6,185
2,881
8,421
75,323
35
$96,468 $72,414 $168,882

147

Nature 2019
Belonging to
operatingcosts
Belonging to
operatingexpenses
Total
Employee benefits
Salary expenses
Labor and health
insurance expenses
Pension expenses
Other employee benefits
Depreciation expense
Amortization expense
Total
$ 45,893
3,039
1,834
5,339
41,441
-
$ 28,995
2,851
854
4,415
27,955
35
$ 74,888
5,890
2,688
9,754
69,396
35
$97,546 $65,105 $162,651
  1. According to the articles of association of the company, if there is profit in the year, the company shall allocate the employees’ remuneration and directors’ remuneration with not less than 2% and not more than 3% of the pre-tax profit before deducting the employees’ remuneration and directors’ remuneration. However, if the company still has an accumulated loss, it shall reserve the amount of compensation in advance. In both 2020 and 2019, employees’ remuneration was estimated and provided at not less than 2% of the pre-tax benefits, and directors’ remuneration was estimated and provided at no more than 3%. If there is still any change in the amount after the date of announcement of the annual financial report, it shall be handled according to the change of accounting estimate and adjusted and recorded in the next year.

  2. On March 18, 2021 and March 17, 2020, the board meetings of the company respectively passed resolutions on the remuneration of employees and directors for 2020 and 2019, and the relevant amounts recognized in the financial report are as follows:

follows:
Item
2020 2019
Employees’
remuneration
Directors’
remuneration
Employees’
remuneration
Directors’
remuneration
Amount to be distributed
as resolved
Amount recognized in
annual financial report
Difference amount
$ 267
267
$ 400
400
$ 915
915
$ 1,371
1,371
$- $- $- $-

The employees’ remuneration above is paid in cash.

  1. For information on the remuneration of employees and directors as resolved by the board meeting of the company, please go to the “Market Observation Post System” of the Taiwan Stock Exchange for inquiry.

(XXXII) Interest income

Interest income
Item 2020 2019
Interest income
Bank deposit interest
Bond interest
Interest income from lease payments
$ 3,410
2,545
60
$ 10,171
1,228
75

148

receivable
Fund interest
Total

(XXXIII) Other income
Item
Dividend income
Income from sale of scrap iron
Income from rent concession
Other
Total

(XXXIV) Other benefits and losses
Item
Financial assets and liabilities measured at
fair value through income statement
Gain (loss) on disposal of financial assets
measured at fair value through income
statement
Net foreign exchange gain (loss)
Gain (loss) from disposal of property, plant
and equipment
Impairment loss of property, plant and
equipment
Other losses
Profit from lease revision
Expenses related to city land rezoning (note
1)
Refund of land preparation and clearance
cost of the base (note 2)
Total
receivable
Fund interest
Total

(XXXIII) Other income
Item
Dividend income
Income from sale of scrap iron
Income from rent concession
Other
Total

(XXXIV) Other benefits and losses
Item
Financial assets and liabilities measured at
fair value through income statement
Gain (loss) on disposal of financial assets
measured at fair value through income
statement
Net foreign exchange gain (loss)
Gain (loss) from disposal of property, plant
and equipment
Impairment loss of property, plant and
equipment
Other losses
Profit from lease revision
Expenses related to city land rezoning (note
1)
Refund of land preparation and clearance
cost of the base (note 2)
Total
213 -
$6,228 $11,474
2020 2019
$ 46,500
797
4,733
4,966
$ 45,617
651
-
3,431
$56,996 $49,699

2020
2019
Financial assets and liabilities measured at
fair value through income statement
Gain (loss) on disposal of financial assets
measured at fair value through income
statement
Net foreign exchange gain (loss)
Gain (loss) from disposal of property, plant
and equipment
Impairment loss of property, plant and
equipment
Other losses
Profit from lease revision
Expenses related to city land rezoning (note
1)
Refund of land preparation and clearance
cost of the base (note 2)
Total
$ 3,837
249
(7,208)
-
-
(3,218)
7
-
(25,714)
$ 27,423
566
(3,894)
(2,974)
(1,875)
(47)
-
(22,400)
-
$ (32,047) $ (3,201)

(Note 1) The cost of the above-mentioned land rezoning is due to the fact that after the rezoning of the land of the Group located at No. 3, Section 4, Economic and Trade Section, Qianzhen District, Kaohsiung with the Land Bureau of Kaohsiung Municipal Government and the completion of the land acceptance procedures in March 2019, in order to appease the resistance of the resigned and transferred employees of the former landlord (Taiwan Machinery Co., Ltd.), and avoid serious damage to the rights and interests of the Group, the Group, through the mediation of the Labor Bureau of the Kaohsiung Municipal Government, agreed to pay a total of NT$22,400 thousand of living allowance (expressed under non-business – other expenses). After the implementation of this agreement, the employers and the management no longer had any objection. The amount above was paid in full in December, 2019.

  • (Note 2) The refund of land preparation and clearance expenses of the base refers to the refund of the expenses of land preparation, clearance of debris and excavation of underground foundation for returning the land the Group leased for its base in Gaonan Section leased in 2021, as there is no longer the need to use the

149

leased land. In addition to demolishing the above-ground objects, there are still wastes and waste soil from the demolition of buildings in the leased base, and the land shall be restored to its original condition as agreed. The land preparation, removal of debris and excavation of underground foundation started in September, 2020, and the total expenses are estimated to be NT$27,000 thousand (including tax).

(XXXV) Financial cost

Financial cost
Item 2020 2019
$ 1,720
3,019
202
$ 4,941
-
$4,941
Bank loan interest
Interest on lease liabilities
Other interests
Sub-total
Less: capitalization amount of
qualified assets
Financial cost
$ 1,475
4,445
206
$ 6,126
-
$6,126

(XXXVI) Income tax

1. Income tax expenses

  • (1) The components of income tax expenses are as follows:
Current income tax
The income tax generated in the
current period estimated higher or
lower than in the previous year
Land value added tax
Additional tax on undistributed
earnings
Total amount of current income tax
Deferred income tax
Origin of temporary difference and
total amount of deferred income tax
reversed
Income tax expenses (benefits)
2020 2019
$ -
(2,153)
-
-
$ 283
-
59
5,664
$ (2,153) $6,006
$ (7,366) $3,895
$ (7,366) $ 3,895
$ (9,519) $ 9,901
  • (2) Income tax expenses (benefits) related to other comprehensive income: None.

  • The adjustment of accounting income and income tax expenses recognized under income for the current year is as follows:

income for the current year is as follows:
Item 2020 2019
Net profit before tax $ 7,430 $ 43,144
Tax amount of net profit before tax
calculated at statutory tax rate
$ 1,486 $ 8,628
Tax influence number of adjustment items:
Influence number of items not included in
the calculation of taxable income
Investment loss (profit) recognized by
equity method
(2,590) (276)

150

Tax free disposal of land benefits
Depreciation tax difference
Income from suspension of securities
transaction income tax
Unrealized inventory depreciation loss
(appreciation benefit)
Realized liquidation loss
Other adjustments
Loss deduction to save income tax of
subsequent years
Additional tax on undistributed earnings
Net change in deferred income tax
Estimated higher or lower than in the
previous year
Land value added tax
Income tax expense recognized in profit or
loss
-
(1,755)

239

(3,306)
(11,641)
17,567

-
-
(7,366)

(2,153)
-
(162)
(1,959)
(376)
(2,314)
-
(3,258)
-
5,664
3,895
-
59

$ (9,519)
$ 9,901

The tax rate applicable to the Group in accordance with the Income Tax Act of the Republic of China is 20%, and the tax rate applicable to the undistributed earnings is 5%.

In July 2019, the president of the Republic of China promulgated an amendment to the Statute for Industrial Innovation, adding that if the amount of the undistributed earnings from 2018 onward is reinvested in specific assets or technologies to a certain amount, the amount of the investment may be included as a deduction item for calculating the undistributed earnings. When calculating the undistributed earnings tax in 2020 and 2019, the company has deducted the amount of capital expenditure reinvested from the undistributed earnings in 2019 and 2018.

In addition, in the amount of dividends or earnings distributed in 2020, the company listed the net increase of retained earnings at the beginning of 2018 which resulted from the initial application of IFRS 9 and IFRS 15 as the deduction item of undistributed earnings in 2018 in accordance with the order referenced Tai-Tsai- Shui No. 10904558730.

  1. Deferred income tax assets or liabilities arising from temporary differences, loss deduction and investment deduction:
Deferred income tax assets
Temporary difference
Cement to be collected
Impairment loss of investment
property
Property, plant and equipment
impairment
loss
Investment income recognized
by equity method
2020
Opening balance Recognized in profit
(loss)
Ending balance
$ 1,214
40,726
5,868
12,760
$ (387)
-
(378)
(10,894)
$ 827
40,726
5,490
1,866

151

Sluggish inventory and falling
price loss
Other
Unused loss deduction
Sub-total
Deferred income tax liabilities
Reserve for land value added
tax
Temporary difference
Depreciation tax difference
Sub-total
Total
Deferred income tax assets
Temporary difference
Cement to be collected
Impairment loss of investment
property
Property, plant and equipment
impairment
loss
Investment income recognized
by equity method
Sluggish inventory and falling
price loss
Other
Unused loss deduction
Sub-total
Deferred income tax liabilities
Reserve for land value added
tax
Temporary difference
Depreciation tax difference
Sub-total
Total
12,604
9,010
6,112
(3,306)
1,214
22,872
9,298
10,224
28,984
$97,415
$ (260,570)
(42,796)
$ (303,366)
$ (205,951)
$88,294 $9,121
$ (260,570)
(41,041)
$ -
(1,755)
$ (301,611) $ (1,755)
$ (213,317) $7,366
2019
Opening balance Recognized in profit
(loss)
Ending balance
$ 1,214
40,726
5,868
12,760
12,604
9,010
6,112
$ 88,294
$ (260,570)
(41,041)
$ (301,611)
$ (213,317)
$ 822
40,726
6,985
11,964
14,918
9,022
6,083
$ 392
-
(1,117)
796
(2,314)
(12)
29
$ 90,520 $ (2,226)
$ (260,570)
(39,372)
$ -
(1,669)
$ (299,942) $ (1,669)
$ (209,422) $ (3,895)

4. Items not recognized as deferred income tax assets:

Item December 31,2020

$ 11,335
25,170
$36,505
December 31,2019
Temporary difference subtractable
Loss deduction
Total
$ 11,889
36,988
$48,877
  1. The company’s profit-making enterprise income tax is approved by the tax collection authority up to 2018.

152

(XXXVII) Other comprehensive income

(XXXVII) Other comprehensive income
Item
2020
Amount before
tax
Income tax (expenses)
benefits
Net after tax
$ -
-
-
$ (99)
3,386
(2,598)
$ 689 $ - $ 689
2019
Amount before
tax
Income tax (expenses)
benefits
Net after tax
$ -
-
-
$ 10
4,261
60,236
$ 64,507 $ - $ 64,507

(XXXVIII) Earnings per share of ordinary shares

I) Earnings per share of ordinary shares
Item 2020 2019

$ 33,133

569,887
$ 0.04
$ 0.06
$ 22,158
-

$ 33,133
$ 22,158
$ 33,133
$ 569,887
30

$ 569,887

74
$ 569,917
$ 569,961

153

Number of shares outstanding (1000 shares) Diluted earnings per share (after tax) (NT$)

$ 0.04 $ 0.06

  • (Note) If the company has the option to pay employees’ remuneration in stock or cash, when calculating the diluted earnings per share, it is assumed that the employee’s remuneration will be paid in the form of stock, and the weighted average number of outstanding shares will be included in the calculation of diluted earnings per share when the potential ordinary shares have a diluting effect. When calculating the diluted earnings per share before the resolution on the number of shares to be paid in the next year, the diluting effect of these potential ordinary shares shall be continuously considered.

VII. Related Party Transactions

  • (I) Parent company and ultimate controller:

The company is the ultimate controller of the company.

  • (II) Name and relationship of related party
Name and relationship of related party
Name of related party
Southeast Industrial Construction Co., Ltd.

Nansha Wood Co., Ltd.

Taiji Ship Plant Co., Ltd.

Jiahuan Dongni Co., Ltd.

Penghu Cable TV Co., Ltd.

Penghu Bay Co., Ltd.

CHC Resources Co., Ltd.

Baifu Investment Co., Ltd.

Chentai Cement Co., Ltd.

Chentai Resource Development Co., Ltd.

Dongshu Investment Co., Ltd.

Taiwan Concrete Co., Ltd.

Taiwan Concrete Resource Development Co., Ltd.

Chen Chao-Shu Foundation

Tiancheng Concrete Industry Co., Ltd.

Tiancheng Concrete Industry Co., Ltd.

Dun-Ling Zheng-Chen

Li-Fei Chen

Mei-Yu Huang

Chian-Hao Chen

Yushun Environmental Protection Co., Ltd.

Dongyue Investment Co., Ltd.
Relationship with the merged
company
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related parties
Other related parties
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party

(III) Major transactions with related parties

  1. Operating income:

Category/name of Item 2020 2019 related party Sales revenue Other related party[Tiancheng ] Concrete $ 112,165 $ 92,428 industry Co., Ltd.

154

Other
Lease income
Total
Affiliated enterprise
Other related party
Total
38,746
$150,911
$ 170
34
$204
31,411
$123,839
$ 170
31
$201

(1) Sales revenue:

The sales price of the Group to the above-listed companies is roughly the same as that to ordinary customers. The average collection period is about 2–3 months, and the two parties agree to extend the collection period to within another month. (2) Rental income:

For the leases of the Group to the above-listed companies, the rental price is agreed in accordance with the contract, and the rent is charged on a monthly basis.

2. Purchases:

Purchases:
Type of related party 2020 2019
Other related party
Other
$1,622 $174

The purchase price to the Group from the above-listed companies is roughly the same as that from general suppliers, and the average payment period is about 3 months.

3. Contractual assets: None.

4. Contractual liabilities:

Contractual assets: None.
Contractual liabilities:
Category/name of related party December31,2020 December31,2019
Other related party $1,464 $-

5. Receivables from related parties (excluding loans to related parties)

Item Category/name of
relatedparty
December 31, 2020 December 31, 2019
Accounts
receivable




Sub-total
Less: allowance
for loss
Net
Refundable
deposits
Other related party
Tiancheng
Concrete
industry
Co., Ltd.
Other
Other related party
$ 33,667
3,607
$ 38,796
3,025
$ 37,274
(447)
$ 41,821
(671)
$36,827 $41,150
$ 6,000 $ 6,000

155

The expected credit losses recognized (reversed) for the receivables above from related parties in 2020 and 2019 were NT$(224) thousand and NT$390 thousand, respectively.

6. Accounts payable to related parties (excluding loans from related parties)

Item
Type of relatedparty
Item
Type of relatedparty
December 31, December 31, 2020 December 31, December 31, 2019
Accounts
payable
Other related party
$ 325 $ 86
Guarantee
deposits
Other related party
$ 60 $ 60
received
7. Prepayments:
Category/name of related party December31,2020
December31, 2019
Affiliated enterprise
Other $ 2 $ 2
8. Asset transactions: None.
9. Lease agreements:
(1) Leasehold assets
Account item/type of related
party/name
Subject matter of
lease
2020 2019
Acquisition
of
right-of-use
assets
Other related party
Chentai Cement Co., Ltd.
Land in Gaonan and
other sections
$ - $ 115,928
Dun-Ling Cheng-Chen
6th floor, Southeast
Building
- 18,839
Taiwan Concrete
The land in Shande
Section
217,219 -
Other
Land in Gaonan and
other sections
- 7,297
Total $217,219(Note) $142,064(Note)
Account item/type of related
party/name
December 31, 2020

December 31, 2019
Lease liabilities
Other related party
Chentai Cement Co., Ltd. $ 72,271 $ 95,168
Dun-Ling Cheng-Chen 17,058 18,321
Taiwan Concrete 144,735 5,990
Other 4,913 6,281
Total $238,977(Note) $125,760(Note)

(Note): It refers to the right-of-use assets and lease liabilities recognized in accordance with IFRS 16.

156

Account item/type of related
party/name
Interest expense
Other related party
(2) Expenses:
Account item/type of related
party/name
Rental expenses
Affiliated enterprise
2020 2019
$3,211 $1,475
2020 2019
$ 12 $ 12

The terms of the leases above are agreed in the contract, and the rent is paid monthly or every half a year.

  1. Lease agreements: Please refer to note 7(3)A.

  2. Loans to related parties: Please refer to the attached table 1 for the relevant explanation of the Group’s loans to related parties.

  3. Borrowing from related parties: None.

  4. Endorsements and guarantees: Please refer to the attached table 2 for the relevant contents of endorsements and guarantees of the Group for related parties.

  5. Others

  6. (1) Various income

rs
arious income
Category/name of related party 2020 2019
Affiliated enterprise
Other related party
Total
$ 180
603
$ 117
640
$783 $757
  • (2) Part of the land of the Group is registered in the names of related parties, and the details are as follows:

Type of related Major transactions party Other related party Mei-Yu Huang No. 0681, 0733, 0739, 0741, 0834-1, 0836, 0839, 0846, 1347, 1348, 1350-1353, 1355, 1359, 1365, 1367, and 1381-1382 of Wulin Section, Renwu District, and No. 112-114 and 180-182 of Luiyuan Section, Renwu District

Chian-Hao No. 0674, 0676 and 0745 of Wulin Section, Renwu District Chen

  • (3) Collection for others

On December 31, 2020 and 2019, the Group collected land payments of NT$13,630,000 and NT$7,760,000, respectively on behalf of the affiliated enterprise Taiji Ship Plant Co., Ltd., and listed them under collection for others.

157

  • (4) Conclusion of important contracts:

  • A. The Group has signed leases with related parties to acquire right-of-use assets. Please refer to note 9 for details.

  • B. Please refer to note 9 for the contents of the joint construction and sub-sale contracts with related parties.

(IV) Key management salary information

Key management salary information
Item 2020
$ 12,547
324
-
-
-
$12,871
2019
$ 13,035
324
-
-
-
$13,359
Salary and other short-term employee
benefits
Post-retirement benefits
Other long-term employee benefits
Termination benefits
Share based payments
Total

VIII. Pledging of Assets

The following assets have been provided as collateral for various loans and performance

guarantees:

guarantees:
Item December 31,2020 December 31,2019
Investment property $2,824,470 $2,824,470

Please refer to note 6(16) for the time deposits provided for performance guarantee which are listed under refundable deposits.

  • IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

  • (I) As of December 31, 2020 and 2019, the issued but unused letters of credit by the Group: None.

  • (II) As of December 31, 2020 and 2019, the amount of the guarantee notes deposited by the Group for loan and performance guarantee, and the guarantee notes received for performance guarantee are as follows:

performance guarantee are as follows:
Item
Guaranteed
notes
deposited
(guaranteed notes payable)
Guarantee notes received (guarantee
notes receivable)
December31,2020
$ 895,452
66,287
December31,2019
$ 1,062,398
80,654
  • (III) The Group has signed a joint construction and sub-sale contract with Taiji Ship Plant Co., Ltd., and the relevant contents are as follows:

  • A small piece of land of Taiji Ship Plant Co., Ltd. located at No. 10, Beishi Section, Pingtung, with a land area of 3,008.52 square meters, or about 910.08 square meters. It is willing to have 4 townhouses and 56 elevatored mansions built by the Group. Both parties agree that the houses will be sold respectively, and the proceeds will be

158

collected respectively. The price of the house and the land will be decided by both parties; the price split for townhouses will be 50% for the house price and 50% for the land price, and for elevatored mansions it is 57% for the house price and 43% for the land price. The ratio of house price to land price is determined by the appraisal report issued by a professional organization.

  1. The land of Taiji Ship Plant Co., Ltd. located at No. 969, Dong’an Section, Dongshan District, Tainan with a land area of 4,819.86 square meters, or about 1,458 square meters. It is willing to have 41 townhouses built by the Group. Both parties agree that the houses will be sold respectively, and the proceeds will be collected respectively, of which 75% will be for the house price and 25% for the land price. The ratio of house price to land price is determined by the appraisal report issued by a professional organization.

  2. (VI) On March 16, 2020, the board meeting of the Group acquired the right-of-use assets through leasing with the related party Taiwan Concrete Resource Development Co., Ltd. The important matters are described as follows:

  3. Subject matter and purpose of lease

    • (1) Subject matter: land and above-ground buildings in Shande Section, Renwu District, Kaohsiung.

    • (2) Purpose: it is used to build a plant for the manufacturing and selling of CLSM.

  4. Contract agreements

    • (1) Lease term: from April 1, 2020 to March 31, 2040,

    • (2) Rent:

      • A. Land: The rental area is 4,488 square meters, the monthly rent is NT$673 thousand (excluding tax), and the rent is increased by 3% every three years.

      • B. Buildings: The Group undertakes the construction cost of the leased property, totaling NT$64,457 thousand.

      • C. Construction costs: The construction and installation costs shall be borne by the Group, and the property shall be owned by the Group during the lease term. However, when the contract is terminated or expires, Taiwan Concrete Resource Development Co., Ltd. does not need to return the construction costs of the leased building paid by the Group.

  5. Reference basis for price determination: the real estate appraisal report issued by Mega Real Estate Appraiser Firm.

  6. ( V ) Large capital expenditures that have been signed but not yet incurred:

Item December31,2020 December31,2019
Property, plant and equipment
Right-of-use assets
Total
$ 7,491

33,996
$ 13,597

-
$41,487 $13,597

159

X. Losses from Major Disasters: None.

XI. Major Subsequent Events: None.

XII. Miscellaneous

(I) Capital risk management

The Group needs to maintain sufficient capital to support the expansion and upgrading of plant and equipment. Therefore, the Group’s capital management is to ensure that it has the necessary financial resources and operating plan to meet the needs of working capital and capital expenditure in the next 12 months.

  • (II) Financial instruments

  • Financial risk of financial instruments

Financial risk management policy

The daily operation of the Group is subject to a number of financial risks, including the market risk (including the exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. In order to reduce relevant financial risks, the Group is committed to identifying, evaluating and avoiding market uncertainty, so as to reduce the potential adverse impact of market changes on the company’s financial performance.

The important financial activities of the Group are reviewed by the board meeting in accordance with relevant norms and the internal control system. During the implementation of the financial plan, the Group must comply with the relevant financial operation procedures related to the overall financial risk management and the division of rights and responsibilities.

Nature and degree of major financial risks

(1) Market risks

  • A. Exchange rate risk

  • (A) The Group is exposed to exchange rate risks arising from sales, procurement and borrowing transactions not denominated in the functional currency of the Group. The functional currency of the Group is New Taiwan dollars. The currencies of such transactions are mainly denominated in US dollar and RMB. In order to avoid the decrease of the value of foreign currency assets and the fluctuation of future cash flows due to exchange rate changes, the Group uses foreign currency deposits to avoid the exchange rate risk. The use of such foreign currency deposits can help the Group reduce, but still cannot completely exclude the impact of foreign currency exchange rate changes.

(B) Exchange rate risk exposure and sensitivity analysis

Foreign
currency
Exchange
rate
December 31,2020
Amount
posted
(NT$)
Sensitivity analysis
Range of
change
Impact on
profit and
loss
Impact of
equity

160

(foreign currency: functional currency) Financial assets Monetary items

US$: NT$

6,617
28.48
Foreign
currency
Exchange
rate
188,466 Appreciation
by 1%
1,885
-
December31,2019
Amount
posted
(NT$)
Sensitivity analysis
Range of
change
Impact on
profit and
loss
Impact of
equity

(foreign currency: functional currency) Financial assets Monetary items

US$: NT$

==> picture [353 x 25] intentionally omitted <==

If the value of the NT$ amount increases relative to the currency above, with all other change factors remaining unchanged, the amount reflected in the said currency on December 31, 2020 and 2019 will have an equal but opposite impact.

  • (C) The aggregate amount of all exchange gains and losses (including realized and unrealized) recognized in 2020 and 2019 due to exchange rate fluctuation of monetary items of the Group are NT$(7,208) thousand and NT$(3,894) thousand, respectively.

  • B. Price risk

The Group is exposed to the price risk of equity instruments as a result of the investment in equity instruments held by the Group. The Group’s equity instruments investment in the consolidated balance sheet is classified as financial assets measured by fair value through income statement and financial assets measured at fair value through other comprehensive income.

The Group mainly invests in equity instruments of domestic listed and OTC and domestic unlisted and non-OTC markets, and the prices of such equity instruments are affected by the uncertainty in the future values of such investment objects.

If the equity price rises or falls by 1%, the after-tax income in 2020 and 2019 will increase or decrease by NT$2,327 thousand and NT$2,459 thousand, respectively due to the increase or decrease of the fair value of financial assets measured at fair value through income statement. Other after-tax comprehensive income in 2020 and 2019 will increase or decrease by NT$11,789 thousand and NT$11,917 thousand, respectively due to the rise or decrease of the fair value of financial assets measured at fair value through other comprehensive income.

C. Interest rate risk

161

The book amounts of financial assets and financial liabilities of the Group subject to interest rate risk exposure on the reporting date are as follows:

Item
Book amount Book amount
December31,2020 December31,2019
Fair value interest rate risk:
Financial assets
Financial liabilities
Net
Cash flow interest rate risk:
Financial assets
Financial liabilities
Net
$ 268,339
(566,010)
$ 283,741
(441,086)
$ (297,671) $ (157,345)
$ 112,085
-
$ 401,392
-
$112,085 $401,392

Sensitivity analysis of fair value interest rate risk

The Group has not classified any fixed interest rate financial assets and liabilities as financial assets measured at fair value through income statement and at fair value through other comprehensive income; neither has it designated derivative instruments (interest rate swap) as risk hedging instruments under the fair value risk hedging accounting mode. Therefore, the change of interest rate on the reporting date will not affect income and other comprehensive net income.

Sensitivity analysis of cash flow interest rate risk

The financial instruments of the Group with variable interest rates are assets (liabilities) with floating interest rates, so the changes in market interest rates will cause the effective interest rates to change accordingly, and the future cash flow will therefore fluctuate. Every 1% decrease (increase) of the market interest rate will cause the net profit of 2020 and 2019 to increase (decrease) by NT$1,121 thousand and NT$4,014 thousand, respectively.

(2) Credit risk

Credit risk refers to the risk of the counterparty violating the contractual obligations and causing financial losses to the Group. The Group’s credit risk mainly comes from receivables from operating activities, and bank deposits and other financial instruments generated from investment activities. The operation related credit risk and financial credit risk are managed separately. Operational related credit risk

In order to maintain the quality of accounts receivable, the Group has established procedures for the management of credit risk related to operation. Risk assessment of individual customers involves consideration of factors that may affect the payment ability of customers, including the financial status of the customer, credit rating within the Group, historical transaction records and current economic conditions.

Financial credit risk

The credit risk of bank deposits and other financial instruments is measured and monitored by the Finance Department of the Group. Since the trading counterparties and the performing counterparties of the Group are creditworthy

162

banks, financial institutions and company organizations above investment grade, and government agencies, there are no major performance doubts, so there is no significant credit risk. In addition, the Group does not classify debt instrument investment as investment measured at amortized cost and investment measured at fair value through other comprehensive income.

  • A. Credit concentration risk

As of December 31, 2020 and 2019, the accounts receivable balance of the top ten customers respectively accounted for 83.09% and 83.25% of the Group’s accounts receivable balance, and there is a credit concentration risk; the credit concentration risk of the remaining accounts receivable is relatively insignificant.

  • B. Measurement of expected credit impairment loss

  • (a) Accounts receivable: A simplified method is adopted; please refer to note 6 (4).

  • (b) The judgment basis for whether credit risk increases significantly: None. (the Group does not classify debt instrument investment as investment measured at amortized cost and investment measured at fair value through other comprehensive income)

  • C. Holding collateral and other credit enhancements to avoid the credit risk of financial assets:

Information about the financial impact of the financial assets recognized in the consolidated balance sheet, the collateral held by the Group as guarantee, the general agreement on net settlement and other credit enhancements on the maximum amount of credit risk exposure is as follows:

December 31, 2020 Book amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount
Collateral General agreement
on netsettlement
Other credit
enhancements
Total
Financial instruments subject to
the impairment provisions
of IFRS9 and whose credit has
been impaired
Financial instruments not
subject to the impairment
provisions
of IFRS9:
Financial assets measured at fair
value through
income statement
Financial assets measured at fair
value through
other comprehensive income
Total

December 31, 2019
$ -
232,667
1,178,923
$ -
-
-
$ -
-
-
$ -
-
-
$ -
-
-
$ 1,411,590 $ - $ - $ - $ -
Book amount
Collateral General agreement
on netsettlement
Other credit
enhancements
Total
Financial instruments subject to
the impairment provisions
of IFRS9 and whose credit has
been impaired
Financial instruments not
subject to the impairment
$ - $ - $ - $ - $ -

163

provisions
of IFRS9:
Financial assets measured at fair
value through
245,872 - - - -
income statement
Financial assets measured at fair
value through
1,191,681 - - - -
other comprehensive income
Total $ 1,437,553 $ - $ - $ - $ -

(3) Liquidity risk

A. Liquidity risk management

The Group’s goal of liquidity risk management is to maintain the operation-required cash and cash equivalents, high liquidity securities and sufficient bank financing lines, so as to ensure the Group has sufficient financial flexibility.

B. Analysis of financial liability maturities

The following table summarizes the analysis of the Group’s financial liabilities in agreed repayment periods according to the maturity date and undiscounted amount due:

Non-derivative
financial liabilities
December 31, 2020 December 31, 2020
Within 6 months 7–12 months 1–2 years 2–5 years More than 5
years
Contractual cash
flow
Book amount
Short-term loans
notes payable
Accounts payable
Lease liabilities
Other
accounts
payable
Guarantee
deposits
received
Total
$ 235,000
1,798
223,854
32,242

88,958

7,282
$ -
-
-
34,328
667
-
$ -
-
-
75,406
-
1,797
$ -
-
-
91,856
-
2,193
$ -
-
-
132,095
-
12,685
$ 235,000
1,798
223,854
365,927
89,625
23,957
$ 235,000
1,798
223,854
331,009
89,625
23,957
$ 589,134 $ 34,995 $ 77,203 $ 94,049 $ 144,780 $ 940,161 $ 905,243

Further information on the lease liability maturity analysis is as follows:

Lease liabilities Less than 1
year
1–5 years 5–10 years 10–15 years Total
undiscounted
lease payments
$66,570 $167,262 $50,838 $81,257 $365,927
Non-derivative
financial liabilities
December 31, 2019 December 31, 2019
Within 6 months 7–12 months 1–2 years 2–5 years More than 5
years
Contractual cash
flow
Book amount
Short-term loans
notes payable
Accounts payable
Lease liabilities
Other accounts
payable
Guarantee deposits
received
Total
$ 200,000
4,783
199,813
27,657
82,460
5,113
$ -
-
-
29,744
2,286
1,263
$ -
-
-
57,401
-
2,500
$ -
-
-
120,782
-
2,587
$ -
-
-
12,411
-
11,577
$ 200,000
4,783
199,813
247,995
84,746
23,040
$ 200,000
4,783
199,813
241,086
84,746
23,040
$ 519,826 $ 33,293 $ 59,901 $ 123,369 $ 23,988 $ 760,377 $ 753,468

164

Further information on the lease liability maturity analysis is as follows:

Lease liabilities Less than 1
year
1–5 years 5–10 years 10–15 years Total
undiscounted
leasepayments
$57,401 $178,183 $7,301 $5,110 $247,995

The Group does not expect the cash flow time point of the maturity analysis to be significantly earlier or the actual amount to be significantly different.

  1. Types of financial instruments

December 31, 2020 December 31, 2019

Financial assets
Financial assets measured at amortized
cost
Cash and cash equivalents $ 176,743 $ 207,931
Notes
and
accounts
receivable
(including related parties)
415,858 397,060
Other receivables 5,092 33,053
Other financial assets – current 174,598 447,691
Refundable deposits 10,118 11,750
Financial assets measured at fair value
through income statement – current
232,667 245,872
Financial assets measured at fair value
through other comprehensive income 1,178,923 1,191,681
non-current
Financial liabilities
Financial
liabilities
measured
at
amortized cost
Short-term loans 235,000 200,000
Notes and accounts payable (including
related parties)
225,652 204,596
Other accounts payable 89,625 84,746
Lease
liabilities
(including
within one year)
those 331,009 241,086
Guarantee deposits received 23,957 23,040

(III) Fair value information:

  1. For the fair value information of the Group’s financial assets and financial liabilities not measured at fair value, please refer to note 12(3)A. For information on the fair value of the Group’s investment property measured at cost, please refer to note 6(14).

  2. Definitions of three level of fair value

Level 1:

The input value of this level refers to the open quotation of the same instrument in the active market. An active market refers to the market that meets all the following conditions: the commodity traded in the market has the same nature, willing buyers and sellers can be found in the market at any time, and the price information can be obtained by the public. The value of the company’s investment in beneficiary’s certificates with open market quotation belongs to this level. Level 2:

165

The observable price of the input value of this level, other than the open quotation in the active market, includes the observable input value obtained directly (e.g. price) or indirectly (e.g. derived from price) from the active market. Level 3:

The input value of this level refers to the input parameter measured at fair value, which is not based on the observable input value available in the market.

  1. Financial instruments not measured at fair value:

The Group’s financial instruments that are not measured at fair value, such as cash and cash equivalents, notes and accounts receivable, other financial assets, refundable deposits, short-term loans, accounts payable, lease liabilities (including current and non-current) and the book value of guarantee deposits received, are reasonable approximations of fair value.

  1. Information on different levels of fair value:

The Group’s financial instruments measured at fair value are measured at fair value on the basis of repeatability. The information of fair value level is as follows:

Item December 31,2020 December 31,2020
Level 1 Level 2 Level 3 Total
$ -
-
-
-
-
$ -
-
-
-
315,420
$ 157,300
42,716
32,651
863,503
315,420
$1,096,170 $ - $ 315,420 $ 1,411,590
Level 1 Level 2 Level 3 Total
$ -
-
-
-
-
$ -
-
-
-
324,319
$ 153,046
60,747
32,079
867,362
324,319
$1,113,234 $ - $ 324,319 $ 1,437,553

166

5. Fair value evaluation techniques for instruments measured at fair value:

If a financial instrument has an open quotation in the active market, the open quotation in the active market shall be the fair value. The market prices announced by the major exchange and the over-the-counter exchange for central government bonds which are judged to be popular bonds, are the basis of the fair values of listed (OTC) equity instruments and debt instruments quoted publicly in the active market.

If the public quotation of a financial instrument can be obtained timely and frequently from exchanges, brokers, underwriters, industry associations, pricing service institutions or the competent authority, and the price represents the actual and frequent fair market trading, then the financial instrument has an active-market public quotation. If the conditions above are not met, the market will be considered inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or a small trading volume are all indicators of an inactive market.

The fair value of the financial instruments held by the Group with active markets is listed as follows by class and attribute:

  • (1) Stocks of listed companies: closing price.

  • (2) Open-end fund: net value.

  • Movement between level 1 and level 2: None.

  • Details of changes on level 3:

Item Financial assets
measured at fair value
through other
comprehensive income –
unlisted and non-OTC
stocks
Item Financial assets
measured at fair value
through other
comprehensive income –
unlisted and non-OTC
stocks
January 1, 2020
Acquired in the current
period
Return of share capital
from capital reduction in
the current period
Recognized in profit or
loss
Recognized in other
comprehensive income
December 31, 2020
$ 324,319
2,000
(4,800)
-
(6,099)
January 1, 2019
Acquired in the current
period
Return of share capital
from capital reduction in
the current period
Recognized in profit or
loss
Recognized in other
comprehensive income
December 31, 2019
$ 282,108
36,400
(10,966)
-
16,777
$ 315,420 $ 324,319

8. The evaluation process of fair value classified in level 3:

The Finance Department is responsible for the independent verification of the fair value of financial instruments in the Group’s evaluation process of fair value classified in level 3 to make the evaluation results close to the market status by using independent source information, and conducts regular reviews to ensure that the evaluation results are reasonable.

(IV) Transfer of financial assets: None.

  • (V) Offset of financial assets and financial liabilities: None.

167

XIII. Notes of Disclosure

  • (I) Information of Major Transactions:

  • Loans to others: Schedule 1.

  • Endorsements and guarantees for others: Schedule 2.

  • Securities held at the end of the period: Schedule 3.

  • The accumulated trading amount of the same securities reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of property acquired reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of property disposed of reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of goods purchased and sold with related parties reaches NT$100 million or 20% of the paid-in capital: None.

  • The receivables from related parties reachNT$100 million or 20% of the paid-in capital: None.

  • Engagement in derivative transactions: None.

  • Business relationship and important transactions between parent and subsidiary companies: The transaction amount is less than NT$10,000 thousand and is not significant, so it is not disclosed.

  • (II) Information of reinvestment businesses: Schedule 4.

  • (III) Mainland investment information: Not applicable.

  • (IV) Information of major shareholders: Schedule 5.

168

Schedule 1

Southeast Cement Corporation and Subsidiaries Details of Loans to Others

December 31, 2020

Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Schedule 1
Southeast Cement Corporation and Subsidiaries
Details of Loans to Others
December 31, 2020
Unit: NT$thousand
No.
Name of
company
under loans to
others
Loan recipient Transaction
item
Whether it
is a related
party


Maximum
balance of
the current
period
Ending
balance
Actual
drawdown
amount
Interest
rate
range
Loan
nature
Amount of
business
transactions

Reason for
the
short-term
financing
need
Provision
for bad
debts
Collateral Loan
limit for
an
individual
object

Loan
limit
Name Value
1 Southeast
Cement
Corporation

Southeast
Asset
Development
Co.,Ltd.

Other
receivables –
related
parties

Yes
400,000
200,000
93,000 0.975%
2
- Operating
turnover

-
- - 424,490
(Note 1)
848,981
(Note 2)

(Note 1) The total amount of loans to others shall not exceed 5% of the current net value.

(Note 2) The total amount of loans to others shall not exceed 10% of the current net value.

(Note 3) The method for filling in the nature of loans to others is as follows: fill in 1 if there are business transactions, and fill in 2 if there is a need for short-term financing.

(Note 4) The above transactions between parent and subsidiary companies have been offset.

169

Schedule 2

Southeast Cement Corporation and Subsidiaries Endorsements and Guarantees for Others December 31, 2020

Unit: NT$ thousand

No. Company name
of endorsement
and guarantee
Object of endorsement and
guarantee
Object of endorsement and
guarantee
Limit of
endorsements
and guarantees
for a single
enterprise

Maximum
endorsement
and guarantee
balance in the
current period

Ending
balance of
endorsements
and
guarantees

Actual
drawdown
amount
Amount of
endorsements
and guarantees
backed by
assets

Ratio of
cumulative
endorsement
and guarantee
amount of to
the net value in
the latest
financial
statements

Maximum
amount of
endorsements
and
guarantees

Parent
company’s
endorsements
and
guarantees to
subsidiary
companies


Subsidiary’s
endorsements
and
guarantees to
parent
company


Endorsements
and
guarantees for
mainland
entities
Company name Relationship
(note 1)
0 Southeast Cement
Corporation

Southeast Asset
Development Co.,
Ltd.

2
1,697,962
(note 4)
100,000 - - - - 3,395,924
(note 5)
Y - -
1 Southeast
investment Co.,
Ltd.
Southeast Cement
Corporation
3 200,826
(Note 2)
704 704 - - 0.11% 267,768
(note 3)
- Y -

(Note 1): There are the following seven kinds of relationship between the endorser/guarantor and the endorsee/guaranteed; simply mark the type:

  1. A company with business relations.

  2. A company which the company directly or indirectly holds more than 50% of its voting shares.

  3. A company which directly or indirectly holds more than 50% of the voting shares of the company.

  4. A company which the company directly or indirectly holds more than 90% of its voting shares.

  5. A company of the same industry that provides a mutual guarantee with the company due to the purpose of project soliciting, or a co-constructor that provides a mutual guarantee with the company in accordance with the contract.

  6. A company for which all the shareholders, due to a joint investment relationship, provide endorsements and guarantees according to their shareholding ratio.

  7. Joint performance guarantee for a company of the same industry for its sales of pre-sale houses, the contract of which complies with the provisions of the Consumer Protection Act.

(Note 2): The limit is 30% of the net value in the subsidiary’s latest audited or reviewed financial statements.

(Note 3): The limit is 40% of the net value in the subsidiary’s latest audited or reviewed financial statements. (Note 4) The limit is 20% of the net value in the company’s latest audited or reviewed financial statements. (Note 5): The limit is 40% of the net value in the company’s latest audited or reviewed financial statements.

170

Schedule 3

Southeast Cement Corporation and Subsidiaries Details of securities held at the end of the period

December 31, 2020

December 31, 2020 December 31, 2020
Unit: 1000 shares;NT$ thousand
Holding
company
Type and name of
securities
Relationship with the
securities issuer
Accounting subject Number of
shares
Book amount Shareholding
ratio

Fair value
Remarks
Southeast
Cement
Corporation
Stock – Goldsun Co.,
Ltd.
None. Financial assets measured at fair value
through other comprehensive income
3,432 85,807
0.29
85,807
Stock – CHC Resources
Co., Ltd.

The company is a
corporate director of
this company.
Financial assets measured at fair value
through other comprehensive income
13,084 620,826
5.26
620,826
Stock – Chunghwa
Telecom
None. Financial assets measured at fair value
through other comprehensive income
360 39,240
-
39,240
Stock – Taiwan Cement
None.
Financial assets measured at fair value
through other comprehensive income
949 41,007
-
41,007
Stock – Yuanta
Financial Holdings
None. Financial assets measured at fair value
through other comprehensive income
547 11,241
-
11,241
Stock – TXC
Corporation
None. Financial assets measured at fair value
through other comprehensive income

80
5,992
-
5,992
Stock – Nantex Industry
Co.,Ltd.

None.
Financial assets measured at fair value
through other comprehensive income
1 22
-
22
Stock – Taiwan Hong
Chuan Group
None. Financial assets measured at fair value
through other comprehensive income
202 12,177
-
12,177
Stock – CSRC None. Financial assets measured at fair value
through other comprehensive income
354 9,175
-
9,175
Stock – Sincere
Navigation Corporation

None.
Financial assets measured at fair value
through other comprehensive income
284 6,459
-
6,459
Stock – Fubon
Financial Holdings
None. Financial assets measured at fair value
through other comprehensive income
406 18,983
-
18,983
Stock – Yonyu Plastic None. Financial assets measured at fair value
through other comprehensive income
52 1,724
0
1,724
Stock – China Carbon None. Financial assets measured at fair value
through other comprehensive income
100 10,850
0
10,850

171

Stock – Kaohsiung
MRT
None. Financial assets measured at fair value
through other comprehensive income
11,117 60,017
3.99
60,017
Stock – Huasheng
Ventures
The company is a
corporate supervisor
of this company.
Financial assets measured at fair value
through other comprehensive income

7
855
4.17
855
Stock – Yuhua Venture
Capital

The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income
293 1,034
5.00
1,034
Stock – China National
Products
None. Financial assets measured at fair value
through other comprehensive income
15 1,800
3.84
1,800
Stock – Global Alliance
International

The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income

2,333
17,453
16.67
17,453
Stock – One Card
Solution
The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income
3,199 11,011
3.51
11,011
Total 955,673 955,673
Fund – Alliance
Bernstein America
None. Financial assets measured at fair value
through income statement
15 5,565
-
5,565
Fund – JPMorgan
Global
None. Financial assets measured at fair value
through income statement
21 5,562
-
5,562
Fund – Amundi None. Financial assets measured at fair value
through income statement
50 14,852
-
14,852
Bond – Arabian Oil None. Financial assets measured at fair value
through income statement
342 11,174
-
11,174
Bond – Delhi
International Airport
None. Financial assets measured at fair value
through income statement
500 14,862
-
14,862
Bond – Pfizer None. Financial assets measured at fair value
through income statement
200 6,615
-
6,615
Total 58,630 58,630
Southeast
investment Co.,
Ltd.

Stock – Chentai Cement
Co., Ltd.

Its chairman is the
Chairman of the
company.
Financial assets measured at fair value
through other comprehensive income
2,383 136,714
13.86
136,714
Stock – Taiwan
Concrete
Its chairman is a
second-tier relative of
the Chairman of the
company.
Financial assets measured at fair value
through other comprehensive income
1 44,908
4.21
44,908

172

Stock – Taiwan Implant
TechnologyCo.,Ltd.

None.
Financial assets measured at fair value
through other comprehensive income
701 4,472
4.20
4,472
Stock – Dushanlin
Development
None. Financial assets measured at fair value
through other comprehensive income
3,840 37,156
-
37,156
Total 223,250 223,250
Fund – Cathay No. 2 None. Financial assets measured at fair value
through income statement
500 9,950
-
9,950
Stock – Fubon
Financial Holdings
None. Financial assets measured at fair value
through income statement
116 5,422
-
5,422
Stock – Taiwan
Chemical Fiber
None. Financial assets measured at fair value
through income statement
17 1,468
-
1,468
Stock – ZTE Security None. Financial assets measured at fair value
through income statement
292 25,929
-
25,929
Stock – Taiwan Cement None. Financial assets measured at fair value
through income statement
2,710 117,083
-
117,083
Stock – CHC Resources None. Financial assets measured at fair value
through income statement
30 1,438
-
1,438
Stock – Mega Financial
Holdings

None.
Financial assets measured at fair value
through income statement
200 5,960
-
5,960
Total 167,250 167,250
Southeast Paper
Co.,Ltd.

Stock – Southeast
Cement
The company’s parent
company.

Financial assets measured at fair value
through other comprehensive income
2,113 37,820
0.37

37,820
Note
Southeast
Gaoliang
Recycling Co.,
Ltd.
Fund – President Good
Strike Money Market
Fund
None. Financial assets measured at fair value
through income statement
403 6,787
-
6,787

Note: The shares of the parent company held by the investee companies above have been transferred to treasury shares according to the respective shareholding ratio.

173

Schedule 4

Southeast Cement Corporation and Subsidiaries Details of reinvestment businesses December 31, 2020

Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Details of reinvestment businesses
December 31, 2020
Unit: 1000 shares;NT$thousand
Name of
investing
company
Name of
investee
company
Location Main business
items
Original investment
amount
Holding at the end of the period Investee
companies
Profit or loss
in the current
period


Investment
profit or loss
recognized
in the current
period


Remarks
End of
current
period
End of last
year

Number of
shares

Ratio
Book
amount
Southeast
Cement
Corporation
Southeast
Investment
Kaohsiung Securities
investment
297,870 297,870
499

99.29
652,887 23,310 23,144 (note)

Southeast
Industrial
Construction
Co.,Ltd.
Kaohsiung Construction
industry
11,361 11,361
36

31.01
70,182 7,941 2,463
Southeast Paper
Co.,Ltd.
Kaohsiung Cement paper
bags
4,971 7,457
5

49.71
22,471 (346) (172) (note)
Nansha Wood
Co.,Ltd.
Kaohsiung Wood products 8,540 8,540
1

27.56
11,203 2,244 618
Southeast Asset Kaohsiung Construction
industry
290,000 290,000
29,000

100.00
289,954 (5,213) (5,213) (note)
Taiji Ship Plant
Co.,Ltd.
Kaohsiung Engineering
industry
328,492 328,492
25,611

31.01
309,997 8,746 1,184
Southeast
Gaoliang
Recycling Co.,
Ltd.
Kaohsiung Waste removal 50,000 30,000
5,000

50.00
44,719 (10,614) (5,307) (note)
Sub-total 1,401,413 26,068 16,717
Less: parentcompany’s sharesheld by subsidiariesreclassifiedastreasury shares (12,185)
Total 1,389,228 26,068 16,717
Southeast
investment
Co.,Ltd.
Penghu Cable TV
Co.,Ltd.

Penghu
County
Cable TV 51,093 51,093
8,000

40.00
147,713 19,485 7,794
Penghu Bay Penghu Beach 60,347 60,347
1,663

38.68
16,548 57 24

174

County
Southeast
Industrial
Construction Co.,
Ltd.

Kaohsiung
Construction
industry
29,381 29,381
12

10.92
29,395 7,941 819
Taiji Ship Plant
Co.,Ltd.

Kaohsiung
Engineering
industry
5,826 5,826
454

0.55
5,608 8,746 50
Southeast
Gaoliang
Recycling Co.,
Ltd.
Kaohsiung Waste removal 1,000 600
100

1.00
894 (10,614) (106) (note)
Total 200,158 25,615 8,581

Note: The above transactions between parent and subsidiary companies have been offset.

175

Schedule 5

Schedule 5 Schedule 5 Schedule 5
Southeast Cement Corporation and Subsidiaries
Information of major shareholders
December31,2020
Name of major shareholder Number of shares held Shareholding ratio
Dongshu Investment Co., Ltd. 80,496,816 14.07%
Taiji Ship Plant Co., Ltd. 49,292,761 8.62%
Consortium Legal Person Fukang Cultural and
Educational Foundation
38,829,350 6.79%
Baifu Investment Co., Ltd. 35,008,148 6.12%
Changching Co., Ltd. 33,525,346 5.86%
Consortium Legal Person Southeast Cultural
Foundation
33,421,803 5.84%
Yue-Ling Chen 30,464,760 5.33%

Note: The information of major shareholders in this table is calculated by the Central Depository Company on the last business day of each quarter about shareholders holding more than 5% of the company’s ordinary shares and preferred shares (including treasury shares) that have been registered and delivered in a scripless manner. As for the share capital recorded in the company’s financial report and the number of shares actually registered and delivered by the company in a scripless manner, there may be differences due to different calculation basis.

176

XIV. Department Information

(I) General information:

For the purpose of management, the Group’s operational decision maker (the Chairman) divides the operating units into the following reporting departments according to different business types:

  1. Production Department: mainly engaged in the production and marketing of cement and furnace stone powder.

  2. Leasing Department: mainly engaged in the leasing business of real estate such as land and factory buildings.

3. Construction and Sale Department

(II) Measurement basis:

The Group’s operational decision maker monitors the operational results of each operating unit to make decisions on resource allocation and performance evaluation. The performance of a department is assessed on the basis of its operating profit and is measured in a manner consistent with the operating profit and loss in the consolidated financial statements. However, the management expenses, non-operating income and expenses in the consolidated financial statements are managed on a group basis and are not allocated to the operating departments.

(III) Departmental financial information:

2020:

2020:
Net income
Revenue from
external customers
Inter departmental
revenue
Total net income
Departmental
interests
General operating
expenses of the
company
Non-operating
income and
expenditure
Net profit before tax
Income tax benefits
(expenses)
Net profit after tax
Departmental assets
Departmental
liabilities
Production
Department
Construction
Department
Leasing
Department,etc.
Adjustment and
elimination
Total
$ 1,537,001
1,371
$ -
-
$ 53,985
15
$ -
(1,386)
$ 1,590,986
-
$ 1,538,372 $ - $ 54,000 $ (1,386) $ 1,590,986
52,299
(82,872)
38,003
$ 36,087 $ - $ 16,227 $ (15)
$ 7,430
9,519
$ 16,949
$ 9,865,320
$ 1,316,601

177

2019:

2019:
Net income
Revenue from
external customers
Inter departmental
revenue
Total net income
Departmental
interests
General operating
expenses of the
company
Non-operating
income and
expenditure
Net profit before tax
Income tax benefits
(expenses)
Net profit after tax
Departmental assets
Departmental
liabilities
Production
Department
Construction
Department
Leasing
Department,etc.
Adjustment and
elimination
Total
$ 1,519,001
173
$ 12,172
-
$ 53,767
15
$ -
(188)
$ 1,584,940
-
$ 1,519,174 $ 12,172 $ 53,782 $ (188) $ 1,584,940
66,149
(74,658)
51,653
$ 30,914 $ 3,716 $ 31,534 $ (15)
$ 43,144
(9,901)
$ 33,243
$ 9,740,348
$ 1,169,364

(IV) Product and service information by type:

The Group has classified operation departments on the basis of business type, so it does not disclose the product and service information by type separately.

  1. Information by region:

  2. (1) Revenue from external customers (classified on the basis of the customers’ country of residence):

==> picture [384 x 26] intentionally omitted <==

(2) Non-current assets:

==> picture [384 x 25] intentionally omitted <==

2. Important customer information:

2020

Customer Amount % of netsales
Customer A from Production
Department

Customer
Amount % of netsales
Customer A from Production
Department
$ 262,863 16.59%

178

V. The company’s individual financial report audited and certified by the independent auditor in the most recent year:

Independent Auditor’s Report

To Southeast Cement Corporation

Audit Opinion

We have audited the individual balance sheet of Southeast Cement Corporation as of December 31, 2020 and 2019, the individual comprehensive income statement, individual statement of changes in equity and individual cash flow statement from January 1 to December 31, 2020 and 2019 and the notes to the individual financial report (including the summary of significant accounting policies). In our opinion, based on our audit results and the audit reports of other accountants (please refer to Other Matters), the individual financial report above was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and are sufficient to properly express the individual financial status of Southeast Cement Corporation as of December 31, 2020 and 2019, and the individual financial performance and individual cash flow from January 1 to December 31, 2020 and 2019.

Basis of Our Audit Opinion

The audit is conducted in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accounts and the auditing standards generally accepted in the Republic of China. Our responsibility under these standards is further explained in the responsibility section of the audited individual financial report. We are subject to the code of independence of the accounting firm that we belong to, have maintained our independence from Southeast Cement Corporation in accordance with the code of professional ethics for accountants, and have fulfilled other responsibilities of the code. Based on our audit results and the audit reports of other accountants, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Items

Key audit items refer to the most important items in the audit of the individual financial report of Southeast Cement Corporation for 2020 based on our professional judgment. These items have been reflected in the process of auditing the individual financial report as a whole and the process of forming the audit opinion. We do not express our opinion on these items separately.

The key audit items of the individual financial report of Southeast Cement Corporation for 2020 are described as follows:

I. Impairment assessment of investment property

For accounting policies on the impairment assessment of investment property, please refer to note 4(12) of the individual financial report on impairment of non-financial assets; for the impairment assessment of tangible and intangible assets, please refer to note 5(2)C of the individual financial report; for the impairment assessment of investment property, please refer to note 6(13) of the

179

individual financial report.

Description of key audit items:

As of December 31, 2020, the company held NT$5,338,862 thousand investment property, accounting for 56% of the total assets. Some of the leased above-ground objects are jointly held with others; therefore, when the lease term expires, if the joint holder has no intention to continue to lease, there will be the uncertainty of having to remove the above-ground objects after the lease term expires. Therefore, there may be significant risks in the impairment of assets. To assess the impairment loss of assets, it is necessary to predict and discount the future cash flow to estimate the recoverable amount. The accounting estimate depends on the subjective judgment of the management, which is highly uncertain.

Corresponding audit procedures:

Our main audit procedures include assessing the management’s recognition of cash generating units subject to possible impairment and the internal and external signs of impairment according to the understanding of the company, considering whether all assets required for the annual impairment test have been fully included in the management’s assessment process, assessing the rationality of the assessment method and assumptions used by the management to estimate the recoverable amount, assessing whether the policy and other relevant information on impairment of long-term non-financial assets have been properly disclosed, asking the management and reviewing the audit evidence obtained from the audit procedures of subsequent events, identifying whether there are no events related to the impairment test in the future, referring to the company’s estimated recoverable amount according to the independent evaluation report issued by a third party and the actual prices of the relevant neighboring areas, and examining the rationality of the relevant assumptions.

Other Matters

The financial reports of some investee companies recognized by equity method in the individual financial reports of 2020 and 2019 have not been audited by us, but have been audited by other accountants. Therefore, in our opinion on the abovementioned individual financial report, the amounts listed in the financial report of these investee companies are based on the audit reports by other accountants. The total investment amount by equity method in these investee companies as of December 31, 2020 and 2019 was NT$401,668 thousand and NT$1,010,191 thousand, respectively, accounting for 4.20% and 10.49% of the total assets, respectively; in 2020 and 2019, the share of profit and loss of subsidiaries and affiliated enterprises and joint ventures by equity method was NT$4,093 thousand and NT$36,517 thousand, respectively, accounting for 32.31% and 84.05% of the net profit before tax, respectively; the share of other comprehensive income of affiliated enterprises and joint ventures recognized by equity method was NT$3,046 thousand and NT$9,859 thousand, respectively, accounting for 533.45% and 15.29% of the net other comprehensive income, respectively.

Responsibilities of the Management and Governance Unit for the Individual Financial Report

The management is responsible for the preparation of properly expressed individual financial report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and responsible for maintaining the necessary internal control related to the preparation of individual financial report, so as to ensure that there is no material misrepresentation in individual financial report due to fraud or error.

In the preparation of the individual financial report, the management’s responsibilities include the assessment of the ability of Southeast Cement Corporation to continue to operate, the disclosure of relevant matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate or suspend the business of Southeast Cement Corporation, or there is

180

no practical plan other than liquidation or suspension of business.

The governance unit (including the audit committee) of Southeast Cement Corporation is responsible for supervising the financial reporting process.

The Accountants’ Responsibility for Auditing the Individual Financial Report

The purpose of our audit of the individual financial report is to obtain reasonable assurance as to whether the individual financial report as a whole contains any material untruthful expression resulting from fraud or error, and issue an audit report accordingly. Reasonable assurance means a high degree of assurance, but an audit conducted in accordance with Generally Accepted Auditing Standards cannot guarantee that significant misrepresentation in the individual financial report will be detected. Misrepresentation may be due to fraud or error. An individual or aggregate amount that is misrepresented is considered significant if it can be reasonably expected to affect the economic decisions made by the users of the individual financial report.

When auditing in accordance with Generally Accepted Auditing Standards, we use professional judgment and maintained professional suspicion. We also performed the following tasks:

  • I. Identifying and assessing the risks of material misrepresentation of the individual financial report due to fraud or error, designing and implementing appropriate countermeasures for the assessed risks, and obtaining sufficient and appropriate audit evidence as the basis of audit opinions. Because fraud may involve collusion, forgery, intentional omission, false statement or internal control overstepping, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by error.

  • II. We acquire necessary understanding of the internal control system related to the audit, so as to design appropriate audit procedures at that time, but the purpose is not to express opinions on the effectiveness of internal control of Southeast Cement Corporation.

  • III.[We evaluate the appropriateness of accounting policies adopted by the management, as well as] the reasonableness of accounting estimates and related disclosures.

  • IV. Based on the audit evidence obtained, we make a conclusion on the appropriateness of the accounting basis for continuing operations adopted by the management, and whether there is significant uncertainty in an event or situation that may cause significant doubt about the ability of Southeast Cement Corporation to continue operations. If we are of the opinion that there is significant uncertainty in such an event or situation, we shall in the audit report remind the users of the individual financial report to pay attention to the relevant disclosure in the individual financial report, or amend our audit opinion when such disclosure is inappropriate. Our conclusions are based on the audit evidence obtained as of the audit report date. However, future events or circumstances may cause Southeast Cement Corporation to no longer have the ability to continue to operate.

  • V. We evaluated the overall presentation, structure and content of the individual financial report (including related notes), and whether the individual financial report properly expresses related transactions and events.

  • VI. We obtained sufficient and appropriate audit evidence for the financial information of the constituent entities of Southeast Cement Corporation, in order to express opinions on the individual financial report. We are responsible for the guidance, supervision and implementation of the audit case, and for forming audit opinions on Southeast Cement Corporation.

Matters communicated between us and the governance unit include the planned audit scope and time, and major audit findings (including significant lack of internal control identified in the audit process).

181

We also provided the governance unit with the statement that the persons involved who are subject to the independence standard of our accounting firm have complied with the professional ethics of accountants, and communicated with the governance unit all relations and other matters (including relevant protective measures) that may affect our independence.

We determined the key audit matters for the audit of the individual financial report of Southeast Cement Corporation in 2020 from the matters communicated with the governance unit. We state such matters in the audit report; unless it is prohibited by law to disclose specific matters publicly, or in rare cases, we decide not to communicate specific matters in the audit report as it can be reasonably expected that the negative impact of such communication will be greater than the public interest promoted.

Crowe (TW) CPAs CPA: Shu-Man Tsai

CPA: Ching-Lin Li

Approval No.: Jin-Guan-Cheng-Shen No. 10200032833 March 18, 2021

182

Southeast Cement Corporation Individual Balance Sheet December 31, 2020 and 2019

Unit: NT$ thousand

Code Asset December 31,2020 December 31,2020 December 31,2019 December 31,2019
Amount % Amount %
1100
1110
1150
1170
1180
1200
1210
1220
130x
1410
1476
11xx
1517
1550
1600
1755
1760
1840
1920
1990
15xx
1xxx
Current assets
Cash and cash equivalents (note 6(1))
$ 67,754
Financial assets measured at fair value through income
statement – current (note 6(2))
58,630
Net notes receivable (note 6(3))
286,562
Net accounts receivable (note 6(4))
92,498
Accounts receivable – related parties net (note 7)
36,827
Other receivables (note 6(5))
2,047
Other accounts receivable – related parties (note 7)
93,000
Current income tax assets
168
Inventory (note 6(6))
506,215
Prepayments (note 6(7))
45,691
Other financial assets – current (note 6(8))
174,598
Total current assets
1,363,990
Non-current assets
Financial assets measured at fair value through other
comprehensive income – non-current (note 6(9))
955,673
Investment by equity method (note 6(10))
1,389,228
Property, plant and equipment (note 6(11))
226,744
Right-of-use assets (note 6(12))
177,339
Net investment property (note 6(13))
5,338,862
Deferred income tax assets
93,776
Refundable deposits (note 6(14))
10,070
Other non-current assets – others (note 6(5))
2,815
Total non-current assets
8,194,507
Total assets
$9,558,497
1

1
3
1
-
-
1

-
5
-
2
$ 137,647
44,055
273,650
82,302
41,289
26,602
-
443
551,492
35,709
233,891
1
-
3
1
-
-
-
-
6
-
2
1,363,990 14 1,427,080 15
955,673
1,389,228
226,744
177,339
5,338,862
93,776
10,070
2,815
10
15
2
2
56
1
-
-
986,703
1,337,233
209,545
229,026
5,336,778
84,687
11,734
4,199
10
14
2
2
55
1
-
-
8,194,507 86 8,199,905 85
$9,558,497 100
$9,626,985 100

(please refer to the notes to individual financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

183

(Continued)

Code Liabilities and equity December 31,2020 December 31,2020 December 31,2019 December 31,2019
Amount % Amount %
2100
2130
2170
2200
2230
2250
2280
21xx
2570
2580
2645
25xx
2xxx
3100
3110
3200
3300
3310
3320
3350
3400
3500
3xxx
Current liabilities
Short term loans (note 6(15))
Contractual liabilities – current (note 6(16))
Accounts payable
Other accounts payable (note 6(17))
Current income tax liabilities
Provision for liabilities – current (note 6(18))
Lease liabilities – current (note 6(12))
Total current liabilities
Non-current liabilities
Deferred income tax liabilities
Lease liabilities – non-current (note 6(12))
Guarantee deposit received (note 6(20))
Total non-current liabilities
Total liabilities
Equity
Share capital (note 6(21))
Ordinary share capital
Capital reserve (note 6(22))
Retained earnings
Legal reserve
Special reserve (note 6(24))
Undistributed earnings (note 6(23))
Other equity (note 6(25))
Treasury shares (note 6(26))
Total equity
Total liabilities and equity
$ 235,000
73,582
192,899
68,736
2,220
1,553
60,370
2

1
2
1
-
-
1
$ 200,000
98,712
189,879
65,387
5,103
1,440
58,028
2
1
2
1
-
-
1
634,360 7 618,549 6
279,918
130,453
23,957
3
1
-
278,163
183,058
23,040
3
2
-
434,328 5 484,261 5
1,068,688 11 1,102,810 11
5,720,008
188,267
1,052,057
810,918
230,224
500,520
(12,185)
60
2
11
8
2
5
-
5,720,008
188,162
1,048,744
810,918
254,425
514,103
(12,185)
59
2
11
8
3
5
-
8,489,809 89 8,524,175 89
$9,558,497 100
$9,626,985 100

(please refer to the notes to individual financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

184

Southeast Cement Corporation Individual Statement of Comprehensive Income January 1 to December 31, 2020 and 2019

Unit: NT$ thousand

Unit: NT$ tho usand
Code
4000
5000
5900

6100
6200
6450
6000
6900

7100
7010
7020
7050
7070
7000
7900

7950
8200

8310
8316
8330
8300
8500
9750
9850
Item
Operating income (note 6(28))
Operating costs (note 6(6))
Gross operating profit (loss)
Operating expenses
Sales expenses
Management expenses
Expected credit impairment benefits (expenses) (note 6(4))
Total operating expenses
Operating profit (loss)
Non-operating income and expenditure
Interest income (note 6(29))
Other income (note 6(30))
Other benefits and losses (note 6(31))
Financial cost (note 6(32))
Share of profits/losses of affiliated enterprises and joint
ventures recognized by equity method
Total non-operating income and expenditure
Net profit (loss) before tax
Income tax benefits (expenses) (note 6(33))
Net profit (loss) for the period
Other comprehensive income (note 6(34))
Items not reclassified as profit or loss
Unrealized valuation gain/loss of equity instrument
investment measured at fair value through other
comprehensive income
Share of other comprehensive income of affiliated
enterprises and joint ventures recognized by equity
method
Other comprehensive income (net)
Total comprehensive income in the current period
Earnings per share
Basic earnings per share (note 6(35))
Diluted earnings per share (note 6(35))
2020 %
100
(96)
4
(1)
(4)
-
(5)
(1)
-
3
(2)
-
1
2
1
1
2
(1)
1
-
2
2019
Amount
$ 1,592,259
(1,524,976)
67,283
(14,943)
(66,709)
(236)
(81,888)
(14,605)
5,459
46,876
(37,577)
(4,203)
16,717
27,272
12,667
9,491
22,158
(18,938)
19,509
571
$ 22,729
$ 0.04
$ 0.04
% Amount
$ 1,572,842
(1,494,685)
78,157
(15,815)
(67,769)
557
(83,027)
(4,870)
8,646
39,938
(32,225)
(4,927)
36,883
48,315
43,445
(10,312)
33,133
54,608
9,859
64,467
$ 97,600
$ 0.06
$ 0.06
%
100
(96)
100
(95)
4
(1)
(4)
-
5
(1)
(4)
-
(5) (5)
(1) -
-
3
(2)
-
1
1
3
(2)
-
2
2 3
1
1
3
(1)
2 2
(1)
1
3
1
- 4
2 6

(please refer to the notes to individual financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

185

Southeast Cement Corporation Individual Statement of Changes in Equity January 1 to December 31, 2020 and 2019

Balance on 1 January, 2019

Allocation and distribution of earnings:
Provision of legal reserve
Cash dividend of ordinary shares
Net profit (loss) for 2019
Other comprehensive income of 2019
Total comprehensive income of 2019
Capital reserve adjustment for dividends
paid to subsidiaries
Disposal
of
equity
instruments
measured at fair value through other
comprehensive income
Balance on December 31, 2019
Allocation and distribution of earnings:
Provision of legal reserve
Cash dividend of ordinary shares
Change in affiliated enterprises and joint
ventures recognized by the equity
method
Net profit (loss) for 2020
Other comprehensive income of 2020
Total comprehensive income of 2020
Capital reserve adjustment for dividends
paid to subsidiaries
Disposal
of
equity
instruments
measured at fair value through other
comprehensive income
Balance on December 31, 2020
Ordinary share
capital
$ 5,720,008
-
-
-

-
-
-

-
5,720,008
-
-
-
-

-
-
-
-
$5,720,008
Capital reserve
$ 188,057
-
-
-
-
-
105
-
188,162
-
-
-
-
-
-
105
-
$ 188,267
Retained earnings Undistributed
earnings
$ 283,737
(6,568)
(57,200)
33,133
10
33,143
-
1,313
254,425
(3,313)
(57,200)
(68)
22,158
(98)
22,060
-
14,320
$ 230,224
Unit: NT$ thousand
Other equityitems
Treasury
stock
Totalequity
Unrealized valuation gain/loss
of financial assets measured at
fair value through other
comprehensiveincome
$ 450,959
$ (12,185)
$ 8,483,670
-
-
-
-
-
(57,200)
-
-
33,133
64,457
-
64,467
64,457
-
97,600
-
-
105
(1,313)
-
-
514,103
(12,185)
8,524,175
-
-
-
-
-
(57,200)
68
-
-
-
-
22,158
669
-
571
669
-
22,729
-
-
105
(14,320)
-
-
$ 500,520
$ (12,185)
$8,489,809
Unit: NT$ thousand
Other equityitems
Treasury
stock
Totalequity
Unrealized valuation gain/loss
of financial assets measured at
fair value through other
comprehensiveincome
$ 450,959
$ (12,185)
$ 8,483,670
-
-
-
-
-
(57,200)
-
-
33,133
64,457
-
64,467
64,457
-
97,600
-
-
105
(1,313)
-
-
514,103
(12,185)
8,524,175
-
-
-
-
-
(57,200)
68
-
-
-
-
22,158
669
-
571
669
-
22,729
-
-
105
(14,320)
-
-
$ 500,520
$ (12,185)
$8,489,809
Legal reserve
$ 1,042,176
6,568
-
-
-
-
-
-
1,048,744
3,313
-
-
-
-
-
-
-
$1,052,057
Special reserve
$ 810,918
-
-
-
-
-
-
-
810,918
-
-
-
-
-
-
-
-
$ 810,918
Unrealized valuation gain/loss
of financial assets measured at
fair value through other
comprehensiveincome
$ 450,959

-
-
-
64,457
$ 8,483,670
-
(57,200)
33,133
64,467
64,457 97,600
-
(1,313)
105
-
514,103

-
-
68
-
669
8,524,175
-
(57,200)
-
22,158
571
669 22,729
-
(14,320)
105
-
$ 500,520
$8,489,809

(please refer to the notes to individual financial statements)

Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

186

Southeast Cement Corporation Individual Statement of Cash Flow January 1 to December 31, 2020 and 2019

Unit: NT$ thousand

Item
2020
Cash flow from operating activities
Net profit (net loss) before tax of the current period
$ 12,667
Adjustments
Income, expense and loss items
Depreciation expense
69,936
Expected credit impairment loss (profit)
236
Net loss (profit) of financial assets and liabilities
measured at fair value through income statement
1,444
Interest expense
4,203
Interest income
(5,459)
Dividend income
(35,471)
Share of losses (profits) of affiliated enterprises and joint
ventures recognized by equity method
(16,717)
Loss (profit) from disposal and retirement of property,
plant and equipment
-
Profit from lease revision
(7)
Impairment loss of non-financial assets
-
Total income, expense and loss items
18,165
Change in assets/liabilities related to operating activities
Net change in assets related to operating activities
Decrease (increase) in financial assets measured at fair
value through income statement
(16,019)
Decrease (increase) in notes receivable
(11,942)
Decrease (increase) in accounts receivable
(5,295)
Decrease (increase) in other receivables
22,927
Decrease (increase) in inventory
41,070
Increase in prepayment
(9,982)
Decrease (increase) in other financial assets
59,293
Total net change in assets related to operating activities
80,052
Net change in liabilities related to operating activities
Increase (decrease) in contractual liabilities
(25,130)
Increase (decrease) in accounts payable
3,020
Increase (decrease) in other payables
(2,773)
Increase (decrease) in provision for liabilities
113
Total net change in liabilities related to operating
activities
(24,770)
Total net change in assets and liabilities related to
operating activities
55,282
Total adjustments
73,447
Cash outflow from operations
86,114
Interest received
5,458
Dividends received
37,321
Interest paid
(4,171)
(continued)
2019
$ 43,445
69,396
(557)
1,034
4,927
(8,646)
(35,355)
(36,883)
2,974
-
1,875
(1,235)
(45,089)
(11,838)
(2,082)
7,780
(5,973)
11,117
141,136
95,051
49,278
(32,331)
(1,846)
(3,155)
11,946
106,997
105,762
149,207
8,568
65,606
(4,847)

187

(Continued)

Item
Income tax refunded (paid)
Net cash outflow from operating activities
Cash flow from investment activities
Acquisition of financial assets measured at fair value
through other comprehensive income
Disposal of financial assets measured at fair value through
other comprehensive income
Return of share capital from capital reduction of financial
assets measured at fair value through other
comprehensive income
Acquisition of investment by equity method
Return of share capital from investee companies due to
capital reduction by equity method
Acquisition of property, plant and equipment
Decrease in refundable deposit
Increase in other receivables – related parties
Acquisition of investment property
Decrease in long-term lease payments receivable
Cash inflow (outflow) from investment activities
Cash flow from financing activities
Increase in short-term loans
Decrease in short-term bills payable
Increase in guarantee deposit received
Repayment of lease principal
Cash dividend payment
Net cash inflow (outflow) from financing activities
Decrease in cash and cash equivalents in the current period
Opening balance of cash and cash equivalents
Ending balance of cash and cash equivalents
2020
$ (451)
124,271
(14,010)
15,519
10,583
(20,000)
2,486
(18,669)
1,664
(93,000)
(5,535)
1,368
(119,594)
35,000
-
917
(53,287)
(57,200)
(74,570)
(69,893)
137,647
$ 67,754
2019
$ (522)
218,012
(9,888)
8,084
10,966
(30,000)
-
(8,317)
213
-
(200,820)
1,353
(228,409)
180,000
(30,000)
117
(51,213)
(57,200)
41,704
31,307
106,340
$ 137,647

(please refer to the notes to individual financial statements) Chairman: Min-Tuan Chen Manager: Chang-Chi Wu Head of accounting: Hsin-Han Huang

188

Southeast Cement Corporation and Subsidiaries Notes to individual financial report January 1 to December 31, 2020 and 2019

(unless otherwise specified, all amounts are in the unit of NT$1000)

I. Company History

Southeast Cement Corporation (hereinafter referred to as the company) was established in December 1956. Its main business items are manufacturing, mining and sales of cement, limestone, cement processed products and premixed concrete.

This individual financial report is expressed in New Taiwan dollars, the functional currency of the company.

II. Date and Procedure of Adoption of the Financial Report

This individual financial report is issued after the approval of the board meeting on March 18, 2021.

  • III. Application of New and Revised Standards and Interpretations

  • (I) Impact of adopting the revised Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Explanatory Announcements (hereinafter IFRSs) approved and announced by the Financial Supervisory Commission (hereinafter the “FSC”):

The following table summarizes the newly released, amended and revised standards and interpretations of IFRSs applicable in 2020 which are approved by the FSC.

Standards and interpretations of the new release,
amendment and revision
Effective date of IASB
release
Amendment to “Definition of business” in IFRS 3

Amendment to “Definition of significance” in IAS 1 and
IAS 8

Amendment to “Reform of interest rate indicators” in IFRS
9, IAS 39 and IFRS 7

Amendment to “Rent concession related to COVID-19” in
IFRS 16
January 1, 2020
January 1, 2020
January 1, 2020

June 1, 2020 (note)

(Note) The FSC allows enterprises to apply them in advance on January 1, 2020.

The company has assessed that the standards and interpretations above have no significant impact on the financial status and financial performance of the company.

  • (II) Impact of not adopting the newly released and revised international financial reporting standards approved by the FSC:

The following table summarizes the newly released, amended and revised standards and interpretations of IFRSs applicable in 2021 which are approved by the FSC.

189

Standards and interpretations of the new release, amendment and Effective date of IASB revision release

Amendment to “Temporary exemption from the extension of IFRS 9” of IFRS 4

Amendment to “Interest rate indicator reform – phase II” of IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

From 25 June, 2020 (effective the date of issue)

January 1, 2021 (note)

(Note) This amendment shall apply during the annual reporting period beginning from January 1, 2021.

The company has assessed that the standards and interpretations above have no significant impact on the financial status and financial performance of the company.

(III) The impact of International Financial Reporting Standards issued by the IASB but not approved by the FSC:

The following table lists the recently released, amended and revised standards and interpretations of International Financial Reporting Standards issued by the IASB but not yet approved by the Financial Supervisory Commission:

Standards and interpretations of the new release, amendment and revision

Effective date of IASB release (note 1)

Amendment to “Sale or investment of contingent assets between the Undecided investor and its affiliated enterprises or joint ventures” IFRS 10 and IAS 28 Amendment to “Insurance contract” of IFRS 17 January 1, 2023 Amendment to “Insurance contract” of IFRS 17 January 1, 2023 Amendment to IFR 17 January 1, 2023 Amendment to “Liabilities classified as current or non-current” of IAS 1 January 1, 2022 (note 2) Amendment to “Property, plant and equipment: the price of reaching the January 1, 2022 (note 3) intended state of use of IAS 16 Amendment to “Loss contract – cost of contract performance” of IAS 37 January 1, 2022 (note 4) Amendment to “Introduction to conceptual architecture” of IFRS 3 January 1, 2022 (note 5) 2018–2020 annual improvement of IFRS January 1, 2023 Amendment to “Disclosure of accounting policies” of IAS 1 January 1, 2023

(Note 1) Unless otherwise noted, the newly issued/amended/revised standards or interpretations shall take effect during the annual reporting period beginning after each such date.

  • (Note 2) The enterprise shall retroactively apply the amendments, but only for the property, plant and equipment items which can meet the necessary location and state of the expected operation mode of management after the start date of the earliest period (January 1, 2021) expressed in the financial statements for the first time.

  • (Note 3) This amendment applies to contracts of which not all obligations have been fulfilled on 1 January, 2022.

  • (Note 4) This amendment applies to business mergers during the annual reporting period beginning after January 1, 2022.

190

  • (Note 5) The amendment to IFRS 9 applies to the swap of financial liabilities or term changes of financial liabilities incurred during the annual reporting period beginning after January 1, 2022; the amendment to IAS 41 applies to the measurement of fair value during the annual reporting period beginning after January 1, 2022; the amendment to IFRS 1 applies retroactively in the annual reporting period beginning after January 1, 2022.

  • Amendment to “Liabilities classified as current or non-current” of IAS 1. When the amendment is used to determine whether the liabilities are classified as non-current, assessment shall be made on whether the company has the right at the end of the reporting period to defer the liquidation period to at least 12 months after the reporting period. If the company has the right at the end of the reporting period, the liabilities are classified as non-current, regardless of whether the company expects to exercise the right or not. If the company is subject to certain conditions to have the right to defer the liquidation of liabilities, the company must comply with such conditions at the end of the reporting period, even if the lender tests on a later date whether the company complies with such conditions. For the purpose of liability classification, the aforesaid liquidation refers to the elimination of liabilities by transferring cash or other economic resources or equity instruments of the company to the counterparty. However, if the terms of liabilities may be settled by transferring the equity instruments of the company according to the choice of the counterparty, and if the right of choice is recognized as equity separately in accordance with IAS 32 “Financial instruments: expression,” it does not affect the classification of liabilities.

  • Amendment to “Property, plant and equipment: the price for reaching the intended state of use” of IAS 16

The amendment stipulates that the sales price of the output item to make the property, plant and equipment meet the necessary location and state of the expected operation mode of management shall not be regarded as a cost reduction item of the asset. The above-mentioned output item shall be measured in accordance with IAS 2 “Inventory,” and the sales price and cost shall be recognized as profit according to the applicable standards.

The amendment applies to plants, property and equipment which meet the management expected operation after January 1, 2021 (the beginning date of the earliest expression period). When the amendment is first applied, the company will recognize the cumulative influence number of the initial application of the amendment as an adjustment to the opening balance of retained earnings (or other components of equity, if applicable) at the beginning of the earliest expression period, and recompile the information of the comparative period.

  1. Amendment to “Loss contract – cost of contract performance” of IAS 37

The amendment states that in assessing whether the contract is loss-oriented, the “cost of contract performance” shall include the apportionment of the increased cost of contract performance (e.g. direct labor and raw materials) and other costs directly

191

related to the contract performance (e.g. the apportionment of depreciation costs of property, plant and equipment items used in contract performance).

The company will recognize the cumulative influence number as retained earnings on the first applicable date when the amendment is first applied.

  1. Amendment to “Introduction to conceptual framework” of IFRS 3

The amendment is to update the index of the conceptual structure, and add the application of IFRIC 21 “Public section” by the new acquirer to determine whether there is any obligation generated as the liability of payment of the public section on the acquisition date.

5. 2018–2020 annual improvement of IFRS

The annual improvement of IFRS 2018–2020 includes several standards. Among them, the amendment to IFRS 9 is to assess whether there is any significant difference in the swap or term revision of financial liabilities. When comparing whether there is a 10% difference in the cash flow discount value (including the net amount of the fees received or paid when signing new contracts or revising contracts) between the old and the new terms, the above-mentioned expenses shall only include the expenses received or paid between the borrower and the lender.

  1. Amendment to “Disclosure of accounting policies” of IAS 1

This amendment improves the disclosure of accounting policies to provide more useful information to major users of financial statements.

  1. Amendment to “Definition of accounting estimates” of IAS 8

This amendment defines accounting estimate as the monetary amounts limited by measurement uncertainty in financial statements, and provides further interpretation and examples to help enterprises distinguish changes in accounting policies from changes in accounting estimates.

As of the date of issuance of the individual financial report, the company continues to assess the impact of the standards above and interpretations on the financial status and financial performance of the company; the relevant impact will be disclosed when the assessment is completed.

IV. Summary of Major Accounting Policies

The major accounting policies adopted in the preparation of this individual financial report are as follows. Unless otherwise stated, these policies apply consistently throughout all reporting periods.

(I) Compliance statement

This individual financial report is prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Explanatory Announcements (hereinafter IFRSs) approved and announced by the FSC.

(II) Basis of preparation

  1. Except for the following important items, the individual financial report is prepared at historical cost:

192

  - (1) Financial assets and liabilities (including derivatives) measured at fair value through income statement.

  - (2) Financial assets and liabilities measured at fair value through other comprehensive income.

  - (3) Liabilities for cash settled share-based payment agreements measured at fair value.
  1. Some important accounting estimates need to be used in the preparation of the individual financial report in line with the IFRSs approved by the FSC. In the process of applying the company’s accounting policies, the management also needs to use their judgment. For items involving intensive judgment or complexity, or items involving major assumptions and estimates of the individual financial reports, please refer to note 5 for details.

  2. When preparing the individual financial report, the company adopts the equity method to deal with the investment in subsidiaries, affiliated enterprises or joint ventures. In order to make the current year’s profit, other comprehensive income and equity of the individual financial report the same as the current year’s profit, other comprehensive income and equity belonging to the owners of the company in the individual financial report of the company, some differences in accounting treatment between the individual basis and the individual basis are the adjustment of “investment by equity method,” “share of profit of subsidiaries, affiliated enterprise and joint ventures by equity method” “share of other comprehensive incomes of subsidiaries, affiliated enterprises and joint ventures by equity method” and related equity items.

  3. (III) Foreign Currency Conversion

  4. Foreign currency transactions and balance

    • (1) Foreign currency transactions are converted into functional currencies at the spot exchange rate on the transaction date or measurement date, and the translation differences arising from such transactions are recognized as current profit or loss.

    • (2) The balance of foreign currency monetary assets and liabilities shall be evaluated and adjusted according to the spot exchange rate on the balance sheet date, and the conversion difference arising from the adjustment shall be recognized as current profit or loss.

    • (3) Foreign currency non-monetary items measured at fair value are converted at the exchange rate on the day when the fair value is determined. The exchange difference generated is included in the profit or loss of the current year. If changes in fair value are recognized in other comprehensive income, the exchange difference generated is included in other comprehensive If foreign currency non-monetary items measured at historical cost are converted at the exchange rate on the transaction date, they will not be further converted.

  5. (IV) The standard for distinguishing current and non-current assets and liabilities

  6. Manufacturing Department:

    • (1) Assets meeting any of the following conditions shall be classified as current assets:

      • A. The assets are expected to be realized in the normal business cycle, or intended to be sold or consumed.

      • B. The assets are held mainly for trading purposes.

193

  • C. The assets are expected to be realized within 12 months after the end of the reporting period.

  • D. The assets are cash or cash equivalents, except those used to exchange or settle liabilities or subject to other restrictions more than 12 months after the end of the reporting period.

The company classifies all assets that do not meet the conditions above as non-current assets.

  • (2) Liabilities meeting any of the following conditions shall be classified as current liabilities:

  • A. The liabilities are expected to be settled in the normal business cycle.

  • B. The liabilities are mainly for trading purposes.

  • C. The liabilities are required to be repaid within 12 months after the balance sheet date. (Even if the long-term refinancing or payment rescheduling agreement has been completed after the balance sheet date and before the issuance of the financial report, they are also regarded as current liabilities.)

  • D. The liabilities the period of repayment of which cannot be extended unconditionally to at least 12 months after the end of the reporting period. The fact that the terms of the liabilities allow repayment by issuing equity instruments at the option of the counterparty does not affect their classification.

The company classifies all liabilities that do not meet the conditions above as non-current.

  1. Construction Department:

As the business cycle of building and selling is usually longer than one year, the assets and liabilities related to construction business are classified as current or non-current according to the business cycle.

  • (V) Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank deposits and short-term and highly liquid investments (including time deposits with original maturity within three months) that can be converted into fixed amounts of cash at any time and with little risk of change in value.

  • (VI) Financial instruments

Financial assets and financial liabilities shall be recognized when the company becomes a party to the contractual terms of the financial instrument.

When financial assets and financial liabilities are initially recognized, they are measured at fair value. At the time of original recognition, the transaction costs directly attributable to the acquisition or issuance of financial assets and financial liabilities (except those classified as financial assets and financial liabilities measured at fair value through income statement) shall be added to or subtracted from the fair value of the financial assets or financial liabilities. Transaction costs directly attributable to financial assets and financial liabilities measured at fair value through income statement are immediately recognized as profit or loss.

  1. Financial assets

194

(1) Measurement category

Conventional transactions of financial assets are recognized by trading day accounting.

The types of financial assets held by the company are financial assets measured at fair value through income statement, financial assets measured at amortized cost and equity instrument investment measured at fair value through other comprehensive income.

  • A. Financial assets measured at fair value through income statement

Financial assets measured at fair value through income statement include financial assets that are compulsorily measured at fair value through income statement and those designated to be measured at fair value through income statement. Financial assets that are compulsorily measured at fair value through income statement include equity instrument investments that are not designated by the company to be measured at fair value through other comprehensive income, and debt instrument investments that are not classified to be measured at amortized cost or measured at fair value through other comprehensive income.

When financial assets meet any of the following conditions, the company designates them to be measured at fair value through income statement at the time of original recognition:

a. A hybrid (mixed) contract; or

  • b. Can eliminate or significantly reduce measurement or recognition inconsistencies; or

  • c. An investment managed and evaluated on a fair value basis in accordance with a written risk management or investment strategy.

Financial assets measured at fair value through income statement are measured at fair value; the dividends and interest generated are recognized as other income and interest income respectively, and gains or losses generated from remeasurement are recognized as other gains and losses. For the determination of fair value, please refer to note 12.

  • B. Equity instrument investment measured at fair value through other comprehensive income

At the time of original recognition, the company may make an irreversible choice to designate the equity instrument investment that is not held for trading and not recognized as contingent consideration by an M&A acquirer as measured at fair value through other comprehensive income.

Investment in equity instruments measured at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value are presented in other comprehensive income and accumulated under other equity. On disposal of investments, gains and losses accumulated under other equity are directly transferred to retained earnings and are not reclassified as gains or losses.

195

The dividend of the investment instrument measured at the fair value through other comprehensive income is recognized as income at the time the company’s right to receive the payment is established unless the dividend obviously represents the return of a part of the investment cost.

  • C. Financial assets measured at amortized cost

If the company’s investment-oriented financial assets meet the following two conditions at the same time, it is classified as financial assets measured at amortized cost:

  • (A) Held under a business model the purpose of which is to hold financial assets for receipt of contractual cash flows; and

  • (B) The terms of the contract generate cash flows on a specific date, which are fully for the repayment of the principal and interest payment of the outstanding principal amount.

After the initial recognition, financial assets measured at amortized cost are measured by the total book amount determined by effective interest method minus the amortized cost of any loss reduction, and any foreign currency exchange profit or loss is recognized as income.

Except in the following two conditions, interest income is calculated by multiplying the effective interest rate by the total book amount of the financial assets:

(A) For financial assets with credit impairment at the time of purchase or creation, the interest income is calculated by multiplying the effective interest rate after credit adjustment by the amortized cost of the financial assets.

(B) For financial assets with no credit impairment at the time of purchase or creation, but subsequently have credit losses, the interest income is calculated by multiplying the effective interest rate by the amortized cost of the financial assets.

(2) Impairment of financial assets

  • A. The impairment loss of the financial assets (including accounts receivable) assessed by the company based on the expected credit impairment and measured by the amortized cost, debt instrument investment measured at fair value through other comprehensive income, rents receivable and contractual assets on each balance sheet date of the company.

  • B. Accounts receivable and rents receivable are recognized as allowance for losses based on the expected credit loss during the period of existence. For other financial assets, first assess whether the credit risk has increased significantly since the original recognition. If there is no significant increase, the allowance for losses is recognized according to the 12-month expected credit loss. If there is a significant increase, the allowance for losses is recognized according to the expected credit loss during the period of existence.

  • C. Expected credit loss is the weighted average credit loss weighted by the risk of default. The 12-month expected credit loss represents the expected credit loss

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caused by possible default events of the financial instrument within 12 months after the reporting date, while the expected credit loss during the period of existence represents the expected credit loss caused by all the possible default events of the financial instrument during the expected period of existence.

  • D. The impairment loss of all financial assets is reduced in the face value by the allowance account. However, the allowance for losses of debt instrument investment measured at fair value through other comprehensive income is recognized in other comprehensive income without having the book value reduced.

  • (3) Exclusion of financial assets

The company will exclude financial assets which meet any of the following conditions:

  • A. The right of contract derived from cash flow of financial assets is no longer valid.

  • B. Transfer of contractual rights to receive cash flow from financial assets, and almost all risks and returns of the ownership of such financial assets are already transferred.

  • C. None of almost all risks and returns of the ownership of the financial assets are transferred nor retained, but the control over the financial assets is not retained.

When financial assets measured at amortized cost are excluded as a whole, the difference between their book value and the consideration received is recognized in profit or loss. When debt instrument investments measured at fair value through other comprehensive income are excluded as a whole, the difference between their book value and the sum of the consideration received plus any accumulated profit or loss recognized in other comprehensive income is recognized in income. When equity instrument investments measured at fair value through other comprehensive income are excluded as a whole, the accumulated profit or loss is directly transferred to retained earnings and not reclassified as profit or loss.

2. Equity instruments

The debt and equity instruments issued by the company are classified as financial liabilities or equity according to the essence of the contract and the definitions of financial liabilities and equity instruments. An equity instrument refers to any contract that recognizes the residual equity of an enterprise after deducting all its liabilities from its assets. Equity instruments issued by the company are recognized at the acquiring price minus the direct issue cost.

3. Financial liabilities

(1) Follow up measurement

Other than in the following circumstances, all financial liabilities are measured at amortized cost by effective interest method:

  • A. Financial liabilities measured at fair value through income statement refer to financial liabilities held for trading or financial liabilities designated to be

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measured at fair value through income statement when initially recognized. Financial liabilities classified as being held for trading are those for the purpose of buyback in a short term, and derivatives except financial guarantee contracts or those which are designated and effective in risk hedging. When financial liabilities meet any of the following conditions, the company will designate them to be measured at fair value through income statement when initially recognized:

  • a. A hybrid (mixed) contract; or

  • b. Can eliminate or significantly reduce measurement or recognition inconsistencies; or

  • c. The tool which is managed and the performance assessed based on fair value according to the written risk management policy.

Financial liabilities that are not held for trading purposes and not designated to be measured at fair value through income statement are measured at amortized cost at the end of subsequent accounting periods.

  • (2) Exclusion of financial assets

The company will exclude financial liabilities only when the obligations are discharged, cancelled or lapsed. When excluding financial liabilities, the difference between the book value and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized as profit or loss.

(VII) Inventory

  1. Manufacturing Department:

The inventory is measured based on the lower of cost and net realizable value; the perpetual inventory system is adopted, and the cost is determined by the weighted average method. The cost of finished products and work in process includes raw materials, direct labor, other direct costs and manufacturing costs related to production (apportioned according to normal capacity), but excluding borrowing costs. The item by item comparison method is adopted when comparing whether the cost or the net realized value is lower. The net realizable value refers to the balance after the estimated selling price in the normal operation process less the estimated cost to be further invested before the completion time and related change of sales cost.

2. Construction Department:

Inventory is measured by the lower of cost and net realization value. Cost includes the necessary expenditure incurred in making it available at the designated location and the designated status, plus the capitalization cost of borrowing.

Net realization value refers to the balance after the estimated selling price under normal operation less the estimated cost to be further invested before the estimated completion time and the estimated cost required to complete the sale. The determination method of net realizable value is as follows:

(1) Construction land: The net realizable value is calculated based on the market price

adopted by the management authorities less the cost to be further invested before the completion time and the sales cost,

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or based on the most recent market value (development analysis method or comparison method).

  - (2) Construction in progress: The net realizable value is calculated based on the estimated price (based on the market situation at that time) less the cost to be further invested before the completion time and the sales cost.

  - (3) Property for sale: The net realization value is the estimated selling price (estimated by the management according to the current market situation) less the estimated cost and sales cost incurred at the time of the sale of the property.
  • (VIII) Investment by equity method – subsidiaries and affiliated enterprises

  • Subsidiary refers to entities (including structured entities) controlled by the company. When the company is exposed to or entitled to variable remuneration from participation in the entities’ operation, and has the ability to influence such remuneration through its power over the entities, the company has control over such entities.

  • The unrealized profit or loss arising from transactions between the company and its subsidiaries has been eliminated. The subsidiary’s accounting policies have been adjusted as necessary to be consistent with those adopted by the company.

  • The company’s share of profit or losses from subsidiaries after their acquisition is recognized as current income, and its share of other comprehensive income after their acquisition is recognized as other comprehensive income. If the share of loss in the subsidiary recognized by the company is equal to or more than the equity in the subsidiary, the company will continue to recognize the loss according to the shareholding ratio.

  • Affiliated enterprises refer to all entities on which the company has significant influence but no controlling rights; generally referring to shares with more than 20% of the voting rights directly or indirectly held. The company adopts the equity method to deal with the investment in affiliated enterprises which is recognized at the cost when acquired.

  • The company’s share of profit or loss after acquiring the affiliated enterprises is recognized as the current profit or loss, and the share of other comprehensive income after the acquisition is recognized as other comprehensive income. If the company’s share of loss in any affiliated enterprise is equal to or exceeds its interest in the affiliated enterprise (including any other unsecured receivables), the company does not recognize further losses unless the company has any legal obligation or constructive obligation to, or has made any payment on behalf of the affiliated enterprise.

  • The unrealized profit or loss arising from transactions between the company and affiliated enterprises has been eliminated according to the equity proportion of the affiliated enterprises; unless there is any evidence showing that the assets transferred through such transactions have been impaired, the unrealized losses will also be

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  - eliminated. The accounting policies of affiliated enterprises have been adjusted as necessary and are consistent with the policies adopted by the company.
  1. When the company disposes of an affiliated enterprise, if it loses significant influence on the affiliated enterprise, then the accounting treatment of all the amounts previously recognized as other comprehensive income of the affiliated enterprise will be the same as that of the affiliated enterprise directly disposing of the related assets or liabilities; that is, if the profit or loss which was previously recognized as other comprehensive income will be reclassified as profit or loss when disposing of the related assets or liabilities, then when there is a loss of significant influence on the affiliated enterprises, the profit or loss will be reclassified from equity to income. If the company still has a significant influence on the affiliated enterprise, only the amount previously recognized in other comprehensive income shall be transferred out in proportion based on the above-mentioned method.

  2. According to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” the income of the current period and other comprehensive income of the individual financial report shall be the same as the apportioned amounts of the income of the current period and other comprehensive income attributable to the owners of the parent company in the financial report prepared on the consolidated basis, and the owners’ equity in the individual financial report shall be the same as the equity attributable to the owners of the parent company in the financial report prepared on the consolidated basis.

  3. (IX) Property, plant and equipment

  4. Property, plant and equipment are recorded on the basis of acquisition cost, and the relevant interest during the period of acquisition and construction is capitalized.

  5. Follow-up costs are included in the book value of assets or recognized as a separate asset only when the future economic benefits related to the project are likely to flow into the company and the cost of the project can be measured reliably. The book value of the replaced part shall be excluded. All other maintenance expenses are recognized as current income.

  6. Land is not depreciated. Other property, plant and equipment are depreciated on a straight-line basis over their estimated durable lives. At the end of each financial year, the company reviews the residual value, durable life and depreciation method of each asset. If the expected value of the residual value and durable life is different from the previous estimate, or the expected consumption pattern of the future economic benefits of the asset has changed significantly, the provisions of International Accounting Standard No. 8 “Changes in accounting policies and accounting estimates and errors” on changes in accounting estimates shall be followed from the date of change. The durable life of each asset is as follows: Buildings Main plant buildings 20–50 years Electromechanical power 5–10 years equipment Other equipment 15 years

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Machinery and equipment 2–16 years Transportation equipment 3–6 years Miscellaneous equipment 3–10 years

  1. Property, plant and equipment are excluded at disposal or when there are no future economic benefits expected to be generated from their use or disposal. The amount of profit or loss arising from exclusion of property, plant and equipment is the difference between the net disposal price and the book value of the asset, and is recognized in the current income.

(X) Leasing

The company assesses whether a contract is (or includes) a lease on the establishment date of the contract. Where a contract contains one leasing component and one or more additional leasing or non-leasing components, the company allocates the consideration in the contract to the leasing component on the basis of the relative individual price of each leasing component, and the aggregate individual price of the non-leasing component.

  1. The company as the lessee

Except for leases of low-value assets and short-term leases which are recognized as expenses on a straight-line basis, the company recognizes the right-of-use assets and lease liabilities on the lease start date for other leases.

Right-of-use assets

The right-of-use assets are initially measured at cost (including the original measured amount of lease liabilities, lease payments made before the lease start date minus lease incentives received, original direct cost and estimated cost of reinstating the underlying assets), and subsequently measured at cost minus accumulated depreciation and accumulated impairment loss, with the remeasurement of lease liabilities adjusted.

The right-of-use assets shall be depreciated on a straight-line basis from the beginning of the lease to the expiration of the durable life or the expiration of the lease term, whichever is earlier. However, if the ownership of the underlying assets will be acquired at the end of the lease term, or if the cost of the right-of-use assets reflects the exercise of the purchase option, then depreciation shall be accrued from the beginning of the lease to the expiration of the durable life of the underlying assets. Lease liabilities

Lease liabilities are originally measured at the present value of lease payments (including fixed payments, substantial fixed payments, and lease payments depending on index or rate changes). If the implied interest rate of the lease is easy to determine, the lease payment is discounted by the interest rate. If the interest rate is not easy to determine, the incremental borrowing rate of the lessee is used.

If there is any change in the lease term, the evaluation of the underlying asset purchase option, the amount expected to be paid under the residual value guarantee, or the index or rate used to determine the lease payment change in the future, the company will measure the lease liabilities again and relatively adjusts the right-of-use assets. However, if the book value of the right-of-use assets has been reduced to zero,

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the remaining remeasured amount is recognized in the income. Lease liabilities are presented as a single-line item in the individual balance sheet.

  1. The company as the lessor

When the company subleases the right-of-use assets, the classification of the sublease is determined by the right-of-use assets (not the underlying assets). However, if the principal lease is a short-term lease for which the company applies recognition exemption, the sublease is classified as an operating lease.

If a lease transfers almost all the risks and rewards attached to the ownership of the underlying asset, it is classified as a financial lease; otherwise, it is classified as an operating lease.

Under finance lease, lease payment includes fixed payments, substantial fixed payments, variable lease payments depending on index or rate change, guaranteed residual value, exercise price of purchase option that is reasonably believed to be exercised, and lease termination penalties that have been reflected in the lease term, less lease incentive that should be paid. The net lease investment is the sum of the present value of the lease payment receivable and the unguaranteed residual value, and expressed as financing lease payments receivable. The company allocates the financing income to the lease term on a systematic and reasonable basis to reflect the fixed rate of return of the company’s unexpired net lease investment in each period.

Under an operating lease, lease payments less lease incentives are recognized as lease income on a straight-line basis. The original direct cost arising from the acquisition of an operating lease is added to the book value of the underlying asset and is recognized as an expense during the lease term on the same basis as the recognized lease income.

(XI) Investment property

Investment property refers to property held for the purpose of earning rent or capital appreciation or both (including property in the process of construction for these purposes). Investment property also includes the right-of-use assets that meet the definition of investment property.

Investment property is initially measured at cost (including transaction costs), and subsequently measured at cost less accumulated depreciation and impairment loss. The company adopts straight-line basis for depreciation.

Investment property under construction is recognized at cost less accumulated impairment loss. The cost includes professional service fee and borrowing cost meeting capitalization conditions. Such assets are depreciated as soon as they are in the expected state of use.

The amount of profit or loss arising from excluded investment property is the difference between the net disposal price and the book value of the asset, and is recognized in the current income.

(XII) Impairment of non-financial assets

On the balance sheet date, the Company estimates the recoverable amount of the assets showing signs of impairment. When the recoverable amount is lower than the book value, the impairment loss is recognized. Recoverable amount refers to the fair

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value of an asset less the cost of sale or its value of use, whichever is higher. When the impairment of assets recognized in the previous year does not exist any longer, it shall be reversed within the range of the amount of loss provided in the previous year.

(XIII) Provision for liabilities

Provision for liabilities is recognized when there is a current legal or constructive obligation due to past events, and it is likely to require the outflow of resources with economic benefits to clear the obligation, and the amount of the obligation can be reliably estimated. The provision for liabilities is measured by the best estimated present value of the expenses required to pay off the obligation on the balance sheet date. For the discount rate, the pre-tax discount rate reflecting the current market assessment of the time value of money and the specific risk of liabilities is adopted. The amortization of the discount is recognized as interest expense. Future operating losses shall not be recognized as liabilities.

(XIV) Employee benefits

1. Short-term employee benefits

Short-term employee benefits are measured at the non-discounted amount expected to be paid, and are recognized as expenses when related services are provided.

2. Pension

Defined allocation plan

For the defined allocation plan, the amount of the pension to be allocated is recognized as the current pension cost on the accrual basis. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.

  1. Remuneration of employees, directors and supervisors

The remuneration of employees, directors and supervisors is recognized as expenses and liabilities when they are legal or constructive obligations and the amount can be reasonably estimated. If there is a difference between the actual allotment amount and the estimated amount, it shall be treated as a change of accounting estimate.

4. Resignation benefits

Resignation benefits refer to the benefits provided when the employee terminates his/her employment before the normal retirement date or when the employee decides to accept the company’s offer of benefits in exchange for termination of employment. The Company recognizes expenses when the offer of resignation benefits can no longer be revoked or when the related restructuring costs are recognized. Benefits that are not expected to be fully paid off 12 months after the end of the reporting period shall be discounted.

(XV) Share capital and treasury shares

1. Share capital

Ordinary shares are classified as equity. The classification of preferred shares refers to the essence of the contract agreement and the definition of financial liabilities and equity instruments. The specific rights attached to the preferred shares are assessed, and the shares are classified as liabilities when the basic characteristics of financial

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liabilities are shown, otherwise they are classified as equity. The incremental cost directly attributable to the issuance of new shares or stock options is included as a decrease in equity price.

  1. Treasury stock

When the Company recovers issued shares, the consideration paid at the time of repurchase (including directly attributable costs) is recognized as “treasury shares” as a deduction of equity. If the disposal price of treasury shares is higher than the book value, the difference is listed as capital reserve – treasury share transaction; if the disposal price is lower than the book value, the difference is offset against the capital reserve generated by the same type of treasury share transactions, and the retained earnings will be debited if there is an insufficiency. The book value of treasury shares is a weighted average and calculated separately according to the reason for the buyback.

At the time of cancellation of treasury shares, the capital reserve – share issue premium and share capital are debited in proportion to equity. If the book value is higher than the sum of the face value and share issue premium, the difference will be offset against the capital reserve generated by the same type of treasury share transactions. If the book value is lower than the sum of the face value and share issue premium, the capital reserve generated by the same type of treasury share transactions will be credited.

(XVI) Income tax

  1. Income tax expense includes current and deferred income tax. Income tax is recognized in income, except the income tax related to items under other comprehensive income or directly included under equity which is respectively included in other comprehensive income or directly included under equity.

  2. The current income tax is calculated on the taxable income generated by the Company according to the tax rate that has been legislated or substantively legislated on the balance sheet date. The management regularly assesses the status of income tax returns in accordance with applicable income tax laws and regulations, and assesses income tax liabilities based on the tax expected to be paid to the tax authorities where applicable. The undistributed earnings calculated in accordance with the Income Tax Act of the Republic of China are subject to income tax, and the income tax expense is recognized according to the distribution of the actual earnings only after the shareholders’ meeting approves the earning distribution plan in the year following the year when the earnings are generated.

  3. Deferred income tax is recognized by balance sheet method according to the temporary difference between the assets and liabilities based on the tax basis and the book value in the balance sheet. Deferred income tax liabilities arising from the originally recognized goodwill are not recognized. Deferred income tax is not recognized if it comes from the originally recognized assets or liabilities in the transaction (excluding business merger) which do not affect the accounting profit or tax income (tax loss) at the time of the transaction. If the Company can control the time point of reversal of the temporary difference arising from the investment in a

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subsidiary, and it is likely that the temporary difference will not be reversed in the foreseeable future, then it will not be recognized. The tax rate (and tax law) that has been legislated or substantially legislated on the balance sheet date and is expected to apply when the relevant deferred income tax assets are realized or when the deferred income tax liabilities are settled shall prevail.

  1. Deferred income tax assets are recognized to the extent that temporary differences, unused tax losses and unused tax credits are likely to have future tax income available for use, and the unrecognized and recognized deferred income tax assets are reassessed at the end of each reporting period.

  2. The current income tax assets and current income tax liabilities are offset only when there is legal execution power to offset the recognized amount of current income tax assets and liabilities, and there is the intention to pay off the net of assets and liabilities or realize the assets and pay off the liabilities at the same time; when there is legal execution power to offset the current income tax assets and current income tax liabilities, and the deferred income tax assets and liabilities are generated by the same taxable entity under the same tax authority, or generated by different taxable entities but each entity intends to pay off the net of assets and liabilities or realize the assets and pay off the liabilities at the same time, then the deferred income tax assets and liabilities can be offset.

  3. Tax preference arising from the purchase of equipment or technology, research and development expenditure, personnel training expenditure and equity investment shall be accounted by income tax deduction.

(XVII) Revenue recognition

The company’s revenue from customer contracts is recognized in the following steps:

  1. Identify the customer contract;

  2. Identify the performance obligations in the contract;

  3. Determine the transaction price;

  4. Apportion the transaction price to the performance obligations in the contract; and

  5. Revenue is recognized when the performance obligations are met.

  6. If the time interval between the transfer of goods or services and the collection of consideration is less than one year, the transaction price of the major financial components of the contract shall not be adjusted.

  7. Income from goods sold

The income from goods sold is from the sales of cement, limestone and cement processing products. Sales revenue It is recognized when control of the goods is transferred to the customer because the customer already has the right to price and use the product, and the company has the main responsibility for resale and bears the risk of obsolescence of the goods. The company recognizes at this time the income and accounts receivable, and has them expressed net of sales returns, quantity discounts and allowances.

For processing of self-delivered materials, the control of the ownership of the processed products is not transferred, so the income is not recognized when the materials are delivered.

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2. Income from sale of property

Sale of property in the normal course of business is recognized when the property construction is completed and delivered to the buyer.

(XVIII) Borrowing costs

The borrowing cost directly attributable to the acquisition, construction or production of an asset that meets the requirements is a part of the cost of the asset until almost all the necessary activities for the asset to reach its intended state of use or sale are completed. The investment income from temporary investment before the occurrence of eligible capital expenditure due to a specific loan, the investment income is deducted from the borrowing cost eligible for capitalization.

Other than the above, all borrowing costs are recognized as income in the period of occurrence.

  • V. Major Sources of Uncertainties in Significant Accounting Judgments, Estimates and Assumptions

The Company includes the economic impact of COVID-19 into significant accounting estimates, and will continue to review the basic assumptions and estimates. If the amendment of an estimate affects only the current period, it is recognized in the current period of the amendment; if the amendment of an accounting estimate affects both the current and future periods, it is recognized in the current period of the amendment and the future period.

The important judgments, important accounting estimates and assumptions adopted by the Company in preparing the individual financial statements are as follows:

(I) Significant judgment adopted by the accounting policy

  1. Business model judgment of financial assets classification

The company assesses the business model of financial assets according to the level that reflects the common management of the financial asset group to achieve the specific business purpose. For this assessment, all relevant evidence should be considered, including the way asset performance is measured, the risks affecting performance, and the way managers’ compensation is determined. The company continuously evaluates the appropriateness of its business model and judgment, monitors the financial assets measured at amortized cost and the debt instrument investment measured at fair value through other comprehensive income before the maturity date, and understands the reasons for the disposal, so as to evaluate whether the disposal is consistent with the objectives of the business model. If it is found that the business model has changed, the company reclassifies the financial assets in accordance with the provisions of IFRS 9 and postpones the application from the date of reclassification.

2. Revenue recognition

In accordance with IFRS 15, the company determines whether it has obtained or has not obtained the control of specific goods or services before transferring them to customers, and whether it will be the principal or agent in the transaction. If it is determined that it is the agent of the transaction, the net transaction amount will be recognized as income.

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In case of any of the following circumstances, the company shall be the principal:

  • (1) The company obtains control of the goods or other assets from the counterparty before the goods or other assets are transferred to the customer; or

  • (2) The company controls the right of the counterparty to provide services, so as to have the ability to lead the counterparty to provide services to customers on behalf of the company; or

  • (3) The company obtains the control of goods or services from the counterparty to combine with other goods or services, so as to provide specific goods or services to customers.

The indicators used to help determine whether the company controls specific goods or services before transferring them to customers include (but are not limited to) the following:

  • (1) The company is mainly responsible for fulfilling the commitment of providing specific goods or services.

  • (2) The company assumes the inventory risk before and after the transfer of specific goods or services to customers.

  • (3) The company has the discretion to fix the price.

  • Lease period

In determining the lease period, the company considers all relevant facts and circumstances that give rise to economic incentives to exercise (or not to exercise) the option, including the expected changes in all facts and circumstances from the start date to the day when the option is exercised. The factors to be considered include the contract terms and conditions during the option period, the significant leasehold improvements made (or expected to be made) during the contract period, and the importance of the underlying assets to the operation of the company. Reevaluate the lease period in case of major events or changes in circumstances within the control of the company.

  • (II) Significant accounting estimates and assumptions

  • Estimated impairment of financial assets

The estimated impairment of accounts receivable, debt instrument investment and financial guarantee contracts is based on the company’s assumption of default rate and expected loss rate. The company considers historical experience, current market conditions and forward-looking information to make assumptions and select the input value of impairment assessment. If the actual cash flow in the future is less than expected, there may be a significant impairment loss.

  1. Fair value measurement and evaluation process

When there is no market quotation for assets and liabilities measured by fair value in active markets, the company will decide whether to outsource the valuation according to relevant laws and regulations or judgment, and determine the appropriate fair value evaluation technology. If the first-level input value cannot be obtained when estimating the fair value, the company determines the input value by referring to the analysis of the financial status and operating results of the investee, the latest transaction price, the quoted price of the same equity instrument in the non-active

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market, the quoted price of similar instruments in the active market, and the evaluation multiplier of comparable companies. If the actual change of the future input value is different from the expectation, there may be a change in the fair value. The company regularly updates the input values according to the market conditions, so as to monitor whether the fair value measurement is appropriate.

  1. Impairment assessment of tangible and intangible assets

In the process of asset impairment assessment, the company needs to rely on subjective judgment and determine the independent cash flow, asset life years, and future income and loss of a specific asset group according to the asset use mode and industrial characteristics. Any estimation change due to changes in economic conditions or company strategy may cause significant impairment in the future.

  1. Investment impairment assessment using the equity method

When there is an indication of impairment that an investment by equity method may have been impaired and the book value cannot be recovered, the company immediately evaluates the impairment of the investment. The company assesses the recoverable amount and analyzes the rationality of relevant assumptions based on the discounted value of the expected future cash flow of investee companies, or the discounted value of the expected cash dividend and the future cash flow generated by disposal of the investment.

5. The realizability of deferred income tax assets

Deferred income tax assets are recognized only when it is likely that there will be sufficient taxable income in the future to be used for deducting temporary differences. The evaluation of the realizability of deferred income tax assets must involve the management’s significant accounting judgment and estimation, including the expected growth of future sales revenue and profit margin, tax exemption period, available income tax deduction, tax planning and other assumptions. Any changes in the global economic environment, industrial environment and laws and regulations may cause a significant adjustment of deferred income tax assets.

  1. Evaluation of inventory

As inventories must be valued at the lower of cost and net realizable value, the company must use judgment and estimation to determine the net realizable value of the inventory on the balance sheet date. The company assesses the amount of inventory due to normal wear and tear, obsolescence or non-existence of market sales value on the balance sheet date, and subtracts the inventory cost from the net realizable value.

7. Incremental loan interest rate of the lessee

When determining the lessee’s incremental loan interest rate for the discount of lease payment, the risk-free interest rate of the same currency in the relevant period is taken as the reference interest rate, and the estimated credit risk premium of the lessee and the lease specific adjustment (such as asset specific and secured factors) are taken into account.

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VI. Explanation of Important Accounting Items

  • (I) Cash and cash equivalents
anation of Important Accounting Items
ash and cash equivalents
Item December 31,2020 December 31,2019
Cash
Check deposit
Current deposit
Total
$ 202
3,255
64,297
$ 203
3,116
134,328
$67,754 $137,647
  1. The credit quality of the financial institutions that the company deals with is good, and the company deals with multiple financial institutions to diversify the credit risk, so the possibility of default is very low.

  2. The company has not pledged cash or cash equivalents.

  3. (II) Financial assets measured at fair value through income statement – current

Item December31,2020 December31,2019
Mandatory measurement at fair value
through income statement
Open-end funds
Bonds
Total
$ 25,979
32,651
$ 11,976
32,079
$58,630 $44,055
  1. The net (loss) income recognized by the company in 2020 and 2019 was NT$(1,444) thousand and NT$(1,034) thousand, respectively.

  2. The company has not pledged financial assets measured at fair value through income statement.

  3. Please refer to note 12 for details of relevant credit risk management and assessment methods.

(III) Net notes receivable

Net notes receivable
Item December 31,2020 December 31,2019
Measured at amortized cost
Total book value
Less: allowance for loss
Net notes receivable
$ 290,042
(3,480)
$ 278,100
(4,450)
$286,562 $273,650
  1. Please refer to note 6(4) for details of disclosure of allowance for losses of notes receivable.

  2. For related party transactions, please refer to note 7(3) 5.

  3. (IV) Net accounts receivable

Net accounts receivable
Item December31,2020 December31,2019
Measured at amortized cost
Total book value
Less: allowance for loss
Net accounts receivable
$ 108,673
(16,175)
$ 98,692
(16,390)
$92,498 $82,302

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  1. The company’s overdue and unimpaired accounts receivable are in line with the credit standards set according to the industrial characteristics, business scale and profitability of the counterparties. The average credit period for sale by the Production Department is 2–3 months; the Construction Department and the Leasing Department handle the processing according to the collection period in the contract.

  2. The company adopts the simplified method of IFRS 9 to recognize the allowance for losses of accounts receivable according to the expected credit loss during the period of existence. The expected credit loss during the period of existence is calculated with the reserve matrix, which takes into account customers’ past default records, current financial situation and the industry’s economic trend. As the company’s historical experience of credit loss shows that there is no significant difference in loss types among different customer groups, the reserve matrix does not further differentiate customer groups, and sets the expected credit loss rate based on the number of overdue days of accounts receivable.

  3. According to the reserve matrix, the company measures the allowance for losses of notes receivable and accounts receivable (including those of related parties and other receivables) as follows:

December 31, 2020 Expected credit
impairment rate
Total book value Allowance for
losses (expected
credit impairment in
the period of
existence)

Cost after
amortization
Not overdue
0–90 days overdue
91–180
days
overdue
181–365
days
overdue
More than 365 days
overdue
Total
0%-2%
0%-5%

0%-25%

0%-50%

0%-100%
$ 422,984
-
-
-
16,697
$ (5,050)
-
-
-
(16,697)
$ 417,934
-
-
-
-
$439,681 $ (21,747) $417,934
December 31, 2019 Expected credit
impairment rate
Total book value Allowance for
losses (expected
credit impairment in
the period of
existence)

Cost after
amortization
Not overdue
0–90 days overdue
91–180
days
overdue
181–365
days
overdue
More than 365 days
overdue
Total
0%-2%
0%-5%

0%-25%

0%-50%

0%-100%
$ 430,302
-
-
-
15,052
$ (6,459)
-
-
-
(15,052)
$ 423,843
-
-
-
-
$445,354 $ (21,511) $423,843

210

  1. The statement of changes in allowance for losses of notes receivable and accounts receivable (including those of related parties and other receivables) is as follows:
Item 2020 2019

$ 22,068

-

(557)

$21,511
Opening balance
Plus: provision for impairment loss
Less: reversal of impairment loss
Ending balance
$ 21,511
236
-
$21,747

Other credit enhancement held for the accounts receivable above: None. If there is evidence that the counterparty is facing serious financial difficulties and the company cannot reasonably expect the recoverable amount, the company will directly write off the relevant receivables and will continue to pursue the recovery. The amount recovered due to the recourse is recognized in income. The company’s accounts receivable for offsetting the contract amount in 2020 and 2019 were both $0.

  1. Please refer to note 12 for details of relevant credit risk management and assessment methods.

  2. The company has not pledged any account receivable.

(V) Other receivables

Other receivables
Item December 31,2020
$ 1,384
-
411
1,897
$ 3,692
(1,645)
$2,047
December 31,2019
Proceeds receivable from sale of shares
Lease payments receivable
Interests receivable
Other receivables
Sub-total
Less: allowance for loss
Net
$ 1,368
23,060
410
1,764
$ 26,602
-
$26,602
  1. The composition of lease payments receivable is as follows:
Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Total
Less: financing income not earned
Less: allowance for loss
Lease payments receivable
Unguaranteed residual value
Less: financing income not earned
Present value of unguaranteed residual
value
Net lease investment reported as finance
lease payment receivables
December 31,2020 December 31,2019
$ 1,428
1,428
1,428
-
$ 1,428
1,428
1,428
1,428
$ 4,284
(85)
-
$ 5,712
(145)
-
$ 4,199 $ 5,567
$ -
-
$ -
-
$ - $ -
$ 4,199 $ 5,567

211

Lease payments receivable (listed as other
receivables)
Long-term lease payments receivable
(listed as other non-current assets)
$ 1,384
$ 2,815

$ 1,368

$ 4,199

The company signed a financial leasing agreement in December 2018 to sublease the 8th floor of the Southeast Building to the Vocational Training Bureau of the Ministry of Labor, with an average lease term of 5 years and a fixed lease payment of NT$714,000 per half year. Since the period of sublease is all the remaining period of the corresponding principal lease, the company classifies the lease as a financing lease.

  1. The receivables of share capital returned from liquidation is the company’s investment in Jiahuan Dongni Co., Ltd. which was originally evaluated by equity method because of the company’s significant influence on it. However, the company has no significant influence on it since the liquidation procedure started in the fourth quarter of 2019, and the NT$23,060 thousand investment by equity method is transferred to returned share capital receivable; in addition, the company has appointed a liquidator at the extraordinary shareholders’ meeting in April 2020, returned NT$22,695 thousand of investment money in 2020, recognized NT$365 thousand of liquidation loss, and completed the liquidation in December 2020.

(VI) Inventory and cost of goods sold

Inventory and cost of goods sold
Item December 31,2020 December 31,2019
Manufacturing Department:
Raw fuel
Materials
Work in process
Finished products
Sub-total
Less: allowance for depreciation and
losses from obsolete and slow-moving
inventories
Net – Manufacturing Department
Construction Department:
Construction land
Net – Construction Department
Total
$ 41,997
77,446
23,588
59,343
$ 104,739
73,314
17,446
68,678
$ 202,374
(46,492)
$ 264,177
(63,018)
$ 155,882 $ 201,159
$ 350,333 $ 350,333
$ 350,333 $ 350,333
$ 506,215 $ 551,492
  1. The inventory related losses (gains) recognized as cost of goods sold in the current period are as follows:
period are as follows:
Item 2020 2019
Cost of inventory sold
Other operating costs
$ 1,497,844
37,765
$ 1,474,619
22,240

212

Manufacturing cost not apportioned
Inventory loss
Provision for inventory depreciation and
losses from obsolete and slow-moving
inventories (appreciation benefits)
Total operating costs
5,705
188
(16,526)

9,398

-

(11,572)

$1,494,685
$1,524,976
  1. The net realizable value of inventories appreciated due to consumption of some inventories in 2020 and 2019, so the recognized falling price and sluggish loss of inventory (recovery benefit) were NT$(16,526) thousand and NT$(11,572) thousand, respectively.

  2. The company has not pledged any inventory.

  3. The adjustment between the increase in inventory and the inventory in the cash flow statement in the current period is as follows:

statement in the current period is as follows: statement in the current period is as follows:
Item
2020
Inventory decrease (increase)
$ 45,277
Transfer in of property, plant and
equipment
(4,627)
Transfer out to property, plant and
equipment
420
Cash received (paid) from inventory
decrease (increase)
$ 41,070

) Prepayments
Item
December31,2020

Prepayment for material purchase
$ 45,210
Prepaid insurance premium
304
Tax allowance
-
Other prepayments
177
Total
$45,691
2019
$ (4,726)
(1,247)
-
$ (5,973)
December31,2019
Prepayment for material purchase
Prepaid insurance premium
Tax allowance
Other prepayments
Total
$ 31,953
401
2,529
826
$35,709

(VII) Prepayments

(VIII) Other financial assets – current

I) Other financial assets – current
Item December 31,2020 December 31,2019
$ 85,200
148,691
$233,891
1.01%-2.60%
Original maturity date more than 3
months away
Time deposits:
NT$ time deposits
Foreign currency time deposits
Total
Interest rate range
$ 46,007
128,591
$174,598
0.35%-1.06%

213

  • (IX) Financial assets measured at fair value through other comprehensive income – non-current
non-current
Item December 31,2020 December 31,2019
Non-liquid
Equity instruments
Shares of domestic listed and OTC
companies
Shares of domestic unlisted and
non-OTC companies
Sub-total
Evaluation adjustment
Total
$ 263,160
172,028
$ 256,133
176,828
$ 435,188
520,485
$ 432,961
553,742
$955,673 $986,703
  1. The company invests in the shares of the above-mentioned domestic unlisted and non-OTC companies for medium- and long-term strategic purposes, and expects to make a profit through long-term investment. The management of the company believes that if the short-term fair value fluctuation of such investment is included in income, it will be inconsistent with the long-term investment planning mentioned above, so it chooses to designate such investment as fair value through other comprehensive income.

  2. In 2020 and 2019, the company adjusted its investment position to diversify the risk, and sold some shares at fair value. The unrealized gains and losses of other related interests – financial assets measured at fair value through other comprehensive income were respectively NT$14,320 thousand and NT$1,313 thousand, which were transferred to retained earnings.

  3. Please refer to note 12 for the relevant credit risk management and assessment method.

  4. The company has not pledged financial assets measured at fair value through other comprehensive income.

(X) Investment by equity method

nvestment by equity method
Investee companies December31,2020 December31,2019
Subsidiaries:
Southeast Investment Co., Ltd.
Southeast Asset Development Co.,
Ltd.
Southeast Gaoliang Recycling Co.,
Ltd.
Southeast Paper Co., Ltd.
Sub-total
Less: the parent company’s shares
held by subsidiaries reclassified as
treasury shares
Sub-total
Significant affiliated enterprises:
Taiji Ship Plant Co., Ltd.
Sub-total
Insignificant individual affiliated
enterprises
$ 652,887
289,954
44,719
22,471
$ 613,280
297,016
30,026
25,024
$ 1,010,031
(12,185)
$ 965,346
(12,185)
$ 997,846 $ 953,161
$309,997 $306,383
$ 309,997
81,385
$ 306,383
77,689

214

Sub-total
Total
$391,382 $384,072
$1,389,228 $1,337,233

1. Subsidiaries

  • (1) For information about the company’s subsidiaries, please refer to note 4 (3) of the company’s consolidated financial report for 2020.

  • (2) The investment by equity method and the company’s share of profits and losses and other comprehensive income are calculated according to the financial statements audited by the independent auditor.

2. Affiliated enterprises:

  • (1) The basic information of the company’s major affiliated enterprises is as follows:
Companyname Shareholdingratio Shareholdingratio
December 31,2020 December 31,2019
Taiji Ship Plant Co., Ltd. 31.01% 31.01%

Please refer to Appendix 4 of note 13 for details of the business nature, main business location and country of incorporation of the affiliated enterprises above.

  • (2) The consolidated financial information of the company’s major affiliated enterprises is as follows:

  • A. Balance Sheet

terprises is as follows:
Balance Sheet
TaijiShipPlantCo.,Ltd.
December 31,2020
December 31,2019
Current assets
$ 426,129
$ 197,793
Non-current assets
1,127,494
1,112,565
Current liabilities
(534,344)
(307,663)
Non-current liabilities
-
-
Equity
$1,019,279
$1,002,695
Share of net assets of affiliated
enterprises
$ 316,112
$ 310,969
Unrealized gain or loss from
transactions with affiliated
enterprises
(6,115)
(4,586)
Book value of affiliated
enterprises
$ 309,997
$ 306,383
Comprehensive Income Statement
Taiji ShipPlant Co.,Ltd.
Companyname
2020
2019
Operating income
$ -
$ -
Current net profit
$ 8,746
$ (4,936)
Other comprehensive income (net of
tax)
7,837
(33,348)
Total comprehensive income in the
current period
$ 16,583
$ (38,284)
Dividends received from affiliated
$ -
$ 733
TaijiShipPlantCo.,Ltd.
December 31,2020 December 31,2019
$ 426,129
1,127,494
(534,344)
-
$ 197,793
1,112,565
(307,663)
-
$1,019,279 $1,002,695
$ 316,112
(6,115)
$ 310,969
(4,586)
$ 309,997 $ 306,383
2020 2019
Operating income
Current net profit
Other comprehensive income (net of
tax)
Total comprehensive income in the
current period
Dividends received from affiliated
$ - $ -
$ 8,746

7,837
$ (4,936)
(33,348)
$ 16,583 $ (38,284)
$ - $ 733

B. Comprehensive Income Statement

215

enterprises

  • (3) The shares of individual insignificant affiliated enterprises are summarized as follows:
follows:
Share:
Current net profit
Other comprehensive income (net of
tax)
Total comprehensive income in the
current period
2020 2019
$ 3,081
615
$ 3,458
30
$ 3,696 $ 3,488
  - (4) The investment by equity method and the company’s share of income and other comprehensive income are calculated according to the financial statements audited by the independent auditor.
  1. The company did not pledge its investment by equity method as of December 31, 2020 and 2019.

  2. (XI) Property, plant and equipment

operty, plant and equipment
Item December 31,2020 December 31,2019

$ 153,748

393,939

2,642,031

24,336

50,050

8,279

$ 3,272,383

(3,033,498)

(29,340)

$209,545
Land
Housing and construction
Machinery and equipment
Transportation equipment
Other equipment
Equipment pending inspection and
unfinished construction
Total cost
Less: accumulated depreciation
Accumulated impairment
Total
$ 153,748
388,959
2,646,621
25,036
50,050
25,191
$ 3,289,605
(3,035,412)
(27,449)
$226,744
Cost Land Housing and
construction
Machinery and
equipment

Transportation
equipment

Other
equipment

Equipment
pending
inspection and
unfinished
construction
Total

$ 153,748
-

-
-
-
-
$ 393,939
-
-
-
(4,980)
-
$2,642,031
2,996
-
-
(6,764)
8,358
$ 24,336
-
700
-
-
-
$ 50,050
-
-
-
-
-
$ 8,279
21,763
3,927
(420)
-
(8,358)
$3,272,383
24,759
4,627
(420)
(11,744)
-
Balance on January
1, 2020
Acquisition
Inventory transferred
in
Transfer to inventory
Disposal
Reclassification
Balance on
December 31, 2020
Accumulated
depreciation and
$ 153,748 $ 388,959 $2,646,621 $ 25,036 $ 50,050 $ 25,191 $3,289,605

216

impairment
$ -
-
-
-
$ 392,192
124
(4,980)
-
$2,597,728
10,819
(4,873)
(1,891)
$ 23,171
692
-
-
$ 49,747
132
-
-
$ -
-
-
-
$3,062,838
11,767
(9,853)
(1,891)
Balance on January
1, 2020
Depreciation
expense
Disposal
Impairment reversal
Balance on
December 31, 2020
$ - $ 387,336 $2,601,783 $ 23,863 $ 49,879 $ - $3,062,861
Cost Land Housing and
construction
Machinery and
equipment

Transportation
equipment

Other
equipment

Equipment
pending
inspection and
unfinished
construction
Total

$ 153,748
-

-
-
-
$ 398,948
-
-
(5,009)
-
$2,655,687
2,443
-
(14,113)
(1,986)
$ 23,508
-
358
-
470
$ 50,050
-
-
-
-
$ -
5,874
889
-
1,516
$3,281,941
8,317
1,247
(19,122)
-
Balance on January
1, 2019
Acquisition
Inventory transferred
in
Disposal
Reclassification
Balance on
December 31, 2019
Accumulated
depreciation and
impairment
$ 153,748 $ 393,939 $2,642,031 $ 24,336 $ 50,050 $ 8,279 $3,272,383

$ -
-
-
-

-
$ 393,477
750
(2,035)
-
-
$2,599,919
10,047
(14,113)
-
1,875
$ 22,589
582
-
-
-
$ 49,573
174
-
-
-
$ -
-
-
-
-
$3,065,558
11,553
(16,148)
-
1,875
Balance on January
1, 2019
Depreciation
expense
Disposal
Reclassification
Provision
for
impairment loss
Balance
on
December 31, 2019

$ -
$ 392,192 $2,597,728 $ 23,171 $ 49,747 $ - $3,062,838
  1. The adjustment of property, plant and equipment acquired in the current period and from the cash flow statement is as follows:
Item 2020 2019
Increase of property, plant and
equipment
Increase or decrease of equipment
purchase payable
Cash paid for purchase of property, plant
and equipment
$ 24,759
(6,090)
$ 8,317
-

$ 18,669
$ 8,317
  1. Capitalization amount and interest rate range of borrowing costs of property, plant and equipment: None.

  2. The company’s reversal of accumulated impairment and accrued impairment loss in 2020 and 2019 were NT$(1,891) thousand and NT$1,875 thousand, respectively. Due to the shutdown of the raw materials and clinker department in 2018, the relevant equipment was idle and unused; the recoverable amount of the equipment was

217

expected to be less than the book value, and a provision for impairment loss was made. However, some of the equipment was scrapped in 2020, and the accumulated impairment was reversed. In addition, because the expected recoverable amount of part of the production equipment was less than the book value in 2019, and the book value of related equipment could not be recovered by using or selling, an impairment loss of NT$1,875 thousand was therefore recognized. The residual value from the disposal above belongs to the third level of fair value.

  1. Information on guarantees provided with property, plant and equipment: None.

(XII) Lease agreement

  1. Right-of-use assets
(XII) Lease agreement
1. Right-of-use assets
(XII) Lease agreement
1. Right-of-use assets
(XII) Lease agreement
1. Right-of-use assets
(XII) Lease agreement
1. Right-of-use assets
Item
December31,2020
December31,2019
Land
$ 263,390
$ 264,579
Buildings
18,839
18,839
Transportation equipment
4,220
-
Total cost
$ 286,449
$ 283,418
Less: accumulated depreciation
(109,110)
(54,392)
Net
$177,339
$229,026

Cost
Land
Buildings
Transportation
equipment
Total
Balance on January 1,
2020
$ 264,579
$ 18,839
$ -
$ 283,418
Increase in current
period
-
-
4,220
4,220
Decrease in current
period
(1,189)
-
-
(1,189)
Balance on December
31, 2020
$ 263,390
$ 18,839
$ 4,220
$ 286,449
Accumulated
depreciation and
impairment
Balance on January 1,
2020
$ 53,046
$ 1,346
$ -
$ 54,392
Depreciation expense
52,552
1,346
820
54,718
Provision for (reversal
of) impairment loss
-
-
-
-
Balance on December
31, 2020
$ 105,598
$ 2,692
$ 820
$ 109,110

Cost
Land
Buildings
Transportation
equipment
Total
Balance on January 1,
2019
$ -
$ -
$ -
$ -
IFRS 16 adjustment
applied for the
264,382
18,839
-
283,221
first time
Balance on January 1,
2020
Increase in current
period
Decrease in current
period
Balance on December
31, 2020
Accumulated
depreciation and
impairment
$ 264,579
-
(1,189)
$ 18,839
-
-
$ -
4,220
-
$ 263,390 $ 18,839 $ 4,220
$ 53,046
52,552
-
$ 1,346
1,346
-
$ -
820
-
Balance on January 1,
2020
Depreciation expense
Provision for (reversal
of) impairment loss
Balance on December
31, 2020
Cost
$ 105,598 $ 2,692 $ 820
Land Buildings
Transportation
equipment
Balance on January 1,
2019
IFRS 16 adjustment
applied for the
first time
$ -
264,382
$ -
18,839
$ -
-

218

Increase in current
period
Decrease in current
period
Balance on December
31, 2019
Accumulated
depreciation and
impairment
Increase in current
period
Decrease in current
period
Balance on December
31, 2019
Accumulated
depreciation and
impairment
197
-
-
-
-
-
-
-
197
-
$ 264,579 $ 18,839 $ - $ 283,418
$ -
53,046
-
$ -
1,346
-
$ -
-
-
$ -
54,392
-
$ 53,046 $ 1,346 $ - $ 54,392
$60,370 $58,028
$130,453 $183,058
December31,2019
Land
Buildings
Transportation equipment
1.16%
1.16%
1.16%
1.16%
1.16%
1.16%

For the maturity analysis of lease liabilities, please refer to note 12(2).

3. Important leasing activities and terms

The company leases a number of land, buildings and transportation equipment for operation, plants and external roads. The lease term is 3–14 years. Some of the leases are attached with the right to renew the lease upon the expiration of the lease term, and the rent of some of the leases is based on the area of the leased land and is calculated according to the section value and rate or according to the present value of the land announced in the current year. The company has included in the lease liability the right to renew the lease upon the expiration of the lease term. In addition, according to the contract, the company shall not sublet the leased assets to others without the consent of the lessor. As of December 31, 2020 and 2019, there was no sign of impairment of the right-of-use assets, so no impairment assessment was conducted. Due to the severe impact of COVID-19 on the market economy in 2020, the company negotiated the land lease with the lessor, and the lessor agreed to unconditionally reduce the rent by 20% from January 1 to December 31, 2020 and postpone the payment of rent from January 1 to June 30, 2020 to December 31, 2020.

219

In 2020, the company recognized the influence number of the rent concession above as NT$4,733 thousand which is recognized as income (posted under other income). 4. Sublease:

The company sublets the 8th floor of the Southeast Building to the Vocational Training Bureau of the Ministry of Labor in the form of business lease; the relevant right-of-use assets are excluded due to the sublease relationship, and the lease payment receivable is recognized at the same time. The income from the sublease of the right-of-use assets in 2020 and 2019 was NT$60 thousand and NT$75 thousand, respectively.

5. Other leasing information

  • (1) Please refer to note 6(14) for the company’s agreement of leasing investment property by operating lease.

  • (2) The lease related expenses for the current period are as follows:

Item 2020 2019
Short-term lease expenses
Low-value asset leasing expenses
Changes not included in the
measurement of lease liabilities
Lease payment expenses
Total cash outflow from leasing
(note)
$540 $1,532
$48 $48
$- $-
$ (53,875) $ (52,793)

(Note): It includes the principal payment of current lease liabilities.

In 2020 and 2019, the company selected exemption recognition for eligible short-term leases and low-value asset leases, and did not recognize related right-of-use assets and lease liabilities of such leases.

(XIII) Investment property

nvestment property
Item December 31,2020 December 31,2019
Land
Housing, construction and equipment
Equipment pending inspection and
unfinished construction
Total cost
Less: accumulated depreciation
Accumulated impairment
Net
$ 5,272,583
754,283
5,535
$ 5,272,583
754,283
-
$ 6,032,401
(489,909)
(203,630)
$ 6,026,866
(486,458)
(203,630)
$5,338,862 $5,336,778
Equipment
Housing, pending
Land construction and inspection and Total
equipment unfinished
construction

Cost

220

Balance on
January 1, 2020
Acquisition
Disposal
Balance on
December 31,
2020
Accumulated
depreciation and
impairment
$ 5,272,583
-
-
$ 754,283
-
-
$ -
5,535
-
$ 6,026,866
5,535
-
$ 5,272,583 $ 754,283 $ 5,535 $ 6,032,401
$ -
-
-
$ 690,088
3,451
-
$ -
-
-
$ 690,088
3,451
-
Balance on
January 1, 2020
Depreciation
expense
Disposal
Balance on
December 31,
2020
Cost
$ - $ 693,539 $ - $ 693,539
Land Housing,
construction and
equipment
Equipment
pending
inspection and
unfinished
construction
Total
$ 4,780,352
-
-
492,231
$ 755,621
-
(1,338)
-
$ 291,411
200,820
-
(492,231)
$ 5,827,384
200,820
(1,338)
-
Balance on
January 1, 2019
Acquisition
Disposal
Reclassification
Balance on
December 31,
2019
Accumulated
depreciation and
impairment
$ 5,272,583 $ 754,283 $ - $ 6,026,866
$ -
-
-
$ 687,975
3,451
(1,338)
$ -
-
-
$ 687,975
3,451
(1,338)
Balance on
January 1, 2019
Depreciation
expense
Disposal
Balance on
December 31,
2019
$ - $ 690,088 $ - $ 690,088

1. Rental income and direct operating expenses of investment property:

Item 2020 2019
Rental
income
from
investment
$53,886 $53,668

221

property
Direct operating expenses incurred
from investment property
generating rental income in the current
period
Direct operating expenses incurred
from investment property
not generating rental income in the
current period
$ 37,765 $ 22,240
$ 376 $ 330
  1. The total amount of lease payment to be received in the future for leasing investment property by operating lease is as follows:
Year 1
Year 2
Year 3
Year 4
Year 5
More than 5 years
Total
Totalsignificant lease payment Totalsignificant lease payment
December 31,2020 December 31,2019
$ 24,690
25,129
26,636
26,905
26,921
189,848
$ 22,411
22,500
22,500
23,531
23,625
178,148
$320,129 $292,715
  1. The fair value of investment property is based on the evaluation results of independent experts in recent years, and the comparative method is used; reference is also made to the real price inquiry service network of the Ministry of the Interior or the websites of real estate brokers to obtain the transaction prices in similar locations and of similar types in the near past; the current lease contract is also referred to, and the future cash flow is discounted to serve as the evaluation basis. All the above belong to the third-level fair value, and the fair value obtained from the evaluation is as follows:

Item December 31, 2020 December 31, 2019 Fair value $ 7,735,534 $ 7,760,214

  1. As of December 31, 2020 and 2019, some of the company’s land has not been registered in the name of the company due to the restrictions of the law, but to ensure the interests, the company has obtained the promise of the registrant to transfer the land unconditionally to the company after the legal restrictions are lifted, or apply security measures on the land if it is already registered for mortgage rights.

  2. For information on guarantees provided with property, please refer to note 8.

  3. The company has made a provision of NT$0 as the impairment loss (benefits from reversal) in both 2020 and 2019.

(XIV) Refundable deposits
Item
Security deposit of mining area
Lease security deposit
(XIV) Refundable deposits
Item
Security deposit of mining area
Lease security deposit
December 31,2020 December 31,2019
Security deposit of mining area
Lease security deposit
$ 562
8,464
$ 562
6,764

222

Security deposit of National Property
Administration
Membership deposit
Other security deposits
Total

(XV) Short-term borrowings
Nature ofborrowing
Mortgage loan
Credit loan
Total

Nature of borrowing
Mortgage loan
Credit loan
Total
Security deposit of National Property
Administration
Membership deposit
Other security deposits
Total

(XV) Short-term borrowings
Nature ofborrowing
Mortgage loan
Credit loan
Total

Nature of borrowing
Mortgage loan
Credit loan
Total
263
765
16
2,827
765
816
$11,734
$10,070
December 31,2020
Amount
Mortgage loan
Credit loan
Total

Nature of borrowing
$ 155,000
80,000
$235,000
Amount Interest rate
0.90%
0.90%
Mortgage loan
Credit loan
Total
$ 80,000
120,000
$200,000

For short-term borrowings, the company provides some investment property as the

For short-term borrowings, the company provides some investment property as the

For short-term borrowings, the company provides some investment property as the

For short-term borrowings, the company provides some investment property as the
guarantee for borrowing. Please refer to note 8.

(XVI) Contractual liabilities
Item December 31,2020 December 31,2019
Cement to be collected $ 73,555 $ 98,685
Prepayments 27 27
Total $ 73,582 $98,712

(XVII) Other payables
Item December31,2020 December31,2019
Salary and bonus payable $ 14,007 $ 14,081
Commodity tax payable 18,372 16,329
Utilities payable 9,164 9,309
Tax payable 2,998 2,582
Dividend payable – previous period 3,983 3,985
Remuneration payable to employees
and directors
667 2,286
Equipment payable 6,090 -
Other 13,455 16,815
Total $ 68,736 $65,387

(XVIII) Debt provision – current
Item December31,2020 December31,2019
Employee benefits $ 1,553 $ 1,440
Decommissioning liabilities - -
Total $ 1,553 $1,440

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Item
2020
Employee benefits
Decommissioning
liabilities
Total
Balance on January 1
New liability reserve in
the current period
Liability reserve used
in current use
Balance on December
31

Item
$ 1,440
1,553
(1,440)
$ -
-
-
$ 1,440
1,553
(1,440)
$ 1,553 $ - $ 1,553
2019
Employee benefits
Decommissioning
liabilities
Total
Balance on January 1
New liability reserve in
the current period
Liability reserve used
in current use
Balance on December
31
$ 1,570
1,440
(1,570)
$ 3,025
-
(3,025)
$ 4,595
1,440
(4,595)
$ 1,440 $ - $ 1,440
  1. The provision for employee welfare liabilities is the estimation of the right of employees to take short-term service leaves.

  2. Decommissioning liabilities:

In addition to its own mining area, the company has leased all the equipment and auxiliary equipment of the production system of Chentai Cement Company since 1982, and also leased its limestone mining right in the material area. According to the requirements of the Construction Bureau of Kaohsiung Municipal Government (renamed Economic Development Bureau later and then assigned under the Water Conservancy Bureau after the county and city merger), the competent authority of the target enterprise, the company has the land restoration obligations of 13.7601 hectares of the old mining area of the company and of the Banping Mountain of Chentai Cement Company after the mining activity is stopped. Since August 1997, the company has started the land restoration and greening work in the areas above, and has completed the restoration of all projects. However, only local correction is made due to the actual construction in line with terrain and geological conditions. Upon the resolution of the review committee, the company shall revise the plan according to the current completion status, and then the acceptance will be conducted accordingly. The company has submitted the revised plan to the review committee in April 2012, and in order to smooth the follow-up review work and meet the current laws and regulations, the company again submitted the review-version plan and the first design change to the review-version plan respectively in May 2017 and January 2018, in order to facilitate the continued review of the Water Conservancy Bureau. In December 2018,

224

the company obtained the construction permit for soil and water conservation issued by the Water Conservancy Bureau, and started the work in February 2019. The construction was completed in April 2019, and the completion certificate of soil and water conservation issued by the Kaohsiung Municipal Government was obtained on November 19, 2019. The company has fulfilled its obligations of restoring the land to its original state required by the competent authority of the target enterprise, the land administration authority and the land ownership authority.

(XIX) Pension

  1. Since the end of 2004, the company handles the measures for employees’ self-applied retirement and voluntary retirement in accordance with the provisions of the Labor Standards Act. On July 1, 2005, the company established a defined retirement scheme in accordance with the “Labor Pension Act” which applies to employees of R.O.C. nationality. For employees who select the application of the labor pension system in the “Labor Pension Act,” the company pays the labor pension to the employee’s personal account at the Labor Insurance Bureau at 6% of the salary each month. The payment of the employee pension is collected in a monthly or one-off manner according to the individual pension account type and the amount of accumulated income of the employee.

  2. The pension costs recognized as expenses by the company in accordance with the pension rules above in 2020 and 2019 are NT$2,499 thousand and NT$2,494 thousand, respectively.

(XX) Guarantee deposits received

Item December 31,2020
December31,2019
31,2020
December31,2019
31,2020
December31,2019
Lease deposit $ 20,476
$
19,559
Cement deposit 3,481 3,481
Total $ 23,957
$
23,040
For the transaction of related parties, please refer to note 7(3)(vi).
dinary share capital
2020 2019
Number of Number of
Item shares
(thousand
Amount shares
(thousand
Amount
shares) shares)
January 1 572,000 $ 5,720,008 572,000 $ 5,720,008
Capital increase in
cash - - - -
Capital increase
from earnings - - - -
December 31 572,000 $5,720,008 572,000 $5,720,008

(XXI) Ordinary share capital

225

As of December 31, 2020, the company’s rated capital is NT$8,000,000 thousand, divided into 800,000 thousand shares.

(XXII) Capital reserve

apital reserve
Item December 31,2020 December 31,2019
Premium on shares issued
Treasury share trading
Recognized due to investment by
equity method
Total
$ 118,316
66,740
3,211
$ 118,316
66,635
3,211
$188,267 $188,162

In accordance with the Company Act, the amount of shares issued in excess of the par value and the capital reserve from donations may be used to make up for losses, and when the company has no accumulated loss, it may distribute new shares or cash in proportion to the original shareholdings of the shareholders. In addition, in accordance with the relevant provisions of the Securities and Exchange Act, when the capital reserve above is appropriated as capital, the total amount shall not exceed 10% of the paid-in capital each year. Unless the earnings reserve is insufficient to fill the capital loss, the company shall not supplement with the capital reserve. The capital reserve arising from investment by equity method shall not be used for any purpose.

(XXIII) Retained earnings and dividend policy

  1. In accordance with the provisions of the company’s articles of association on earnings distribution, if there are earnings in the annual final accounts of the company, the company shall pay taxes first and make up for the previous losses. 10% of the earnings reserve shall then be appropriated as the legal reserve, until the legal reserve reaches the total capital of the company; after the special reserve is provided or reversed in accordance with the provisions of the competent authority’s requirement, the balance plus the accumulated undistributed earnings in the previous year and the adjustment of the undistributed earnings in the current year will be the earnings available for distribution; the board of directors shall prepare an earnings distribution scheme and submit it to the shareholders’ meeting for resolution and distribution of the dividend to shareholders.

  2. For the dividend payment, the company shall take into account the characteristics of the business climate change, and consider the future capital needs and long-term financial planning of the life cycle of each product or service. Under the goal of maintaining stable dividends, in principle all dividend payments shall be in cash, but if the company has capital needs for capacity expansion, financial structure improvement, major investment plans, etc., then more than 50% may be stock dividend, and the rest be cash dividend.

  3. The legal reserve shall not be used except for making up the company’s losses, or distributing new shares or cash in proportion to the original shareholdings of the

226

  • shareholders. However, if new shares or cash is distributed, the amount is limited to the portion of the reserve exceeding 25% of the paid-in capital.

  • (1) When the company distributes earnings, it is required by law to set aside a special reserve for the debit balance of other equity items on the balance sheet date of the current year. When the debit balance of other equity items is reversed, the amount reversed can be included in earnings available for distribution.

  • (2) When IFRSs is adopted for the first time, according to the special reserve listed in the letter dated April 6, 2012 referenced Jin-Guan-Cheng-Fa No. 1010012865, if the company uses, disposes of or reclassifies related assets later, it may convert the proportion of the original special reserve into retained earnings available for distribution.

  • The company’s earnings distribution plan and dividend per share for 2019 and 2018 as determined by the company in June 2020 and June 2019 are as follows:

Item Earnings distributionplan Earnings distributionplan Dividendper share(NT$) Dividendper share(NT$)
2019 2018 2019 2018
Legal reserve
Cash dividend of
ordinary shares
Total
$ 3,313
57,200
$ 6,568
57,200
0.1 0.1
$60,513 $63,768
  1. The board of directors of the company proposed on March 18, 2021 the following earnings distribution plan for 2020:
earnings distribution plan for 2020:

Legal reserve
Cash dividend of ordinary shares
Total
Earnings distribution
plan

Dividend per share
(NT$)


0.057
$ 3,631
32,604
$36,235

The earnings distribution plan for 2020 is pending the resolution of the general shareholders’ meeting to be held in June 2021

  1. For the proposal by the company’s board of directors and the resolution of the shareholders’ meeting on earnings distribution, please go to the “Market Observation Post System” of Taiwan stock exchange for inquiry.

(XXIV) Special reserve

pecial reserve
Item December31,2020
$ 500,000
310,918
$810,918
December31,2019
Preparation for plant construction
Provision due to the initial application
of International Accounting Standards
Total
$ 500,000
310,918
$810,918
  1. The preparation for plant construction is the special reserve proposed by the company in 1994 by the resolution of the shareholders’ meeting on plant construction at home or abroad.

227

  1. Due to the initial application of International Accounting Standards, the company transferred NT$341,766 thousand to retained earnings from unrealized revaluation value previously recognized in accordance with the Generally Accepted Accounting Principles of our country. In accordance with the order referenced Jin-Guan-Cheng-Fa No. 1010012865, the company shall provide a special reserve of the same amount. However, because the adjusted retained earnings on the transfer date was only NT$319,012 thousand, the special reserve amount proposed was NT$319,012 thousand.

  2. If the special reserve listed above is adopted under IFRSs for the first time, and if the company uses, disposes of or reclassifies the relevant assets later, it may reverse the proportion of the special reserve originally provided into distributable retained earnings. As of December 31, 2020, NT$8,094 thousand was reversed to undistributed earnings from the proportion of the original special reserve due to the disposal of investment property.

(XXVII) Other equity items

Other equity items
Item Unrealized benefit (loss) of financial assets
measured by fair value through other
comprehensive income.
2020
2019
$ 514,103
$ 450,959
(18,938)
54,608
(14,320)
(1,313)
19,607
9,849
68
-
$500,520
$514,103
2020
Opening balance
Unrealized valuation gain/loss of equity
instrument investment measured
at fair value through other comprehensive
income
Disposal of equity instruments measured at
fair value through
other comprehensive income
Share of affiliated enterprises and joint
ventures recognized by equity method –
unrealized valuation gain/loss of equity
instrument investment measured
at fair value through other comprehensive
income
Disposal of equity instruments measured
at fair value through
other comprehensive income
Ending balance
$ 514,103
(18,938)
(14,320)
19,607
68
$500,520

(XXVI) Treasury shares

  1. The investment in the shares of the company by subsidiaries is regarded as treasury shares, and the changes are summarized as follows: December 31, 2020:

Unit: 1000 shares[Number of shares ] Increase[Number of shares ] Item at the beginning of (decrease) in the at the end of the

228

theperiod currentperiod period
The shares of the parent
company held by
subsidiaries
transferred from
long-term investment to
treasury shares
December 31, 2019:
Item
2,113 - 2,113
Number of shares
at the beginning of
theperiod

Increase
(decrease) in the
currentperiod
Unit: 1000 shares
Number of shares
at the end of the
period
The shares of the parent
company held by
subsidiaries transferred
from long-term
investment to treasury
shares
2,113 - 2,113
  1. As the company acquired the control over Southeast Paper Co., Ltd. at the end of December 2011, the book value NT$24,509 thousand of its reinvestment in the parent company (financial assets measured by fair value through other comprehensive income – non-current) was transferred to treasury shares according to the shareholding ratio of 49.71%. The amount as of December 31, 2020 and 2019 was both NT$12,185 thousand. The market prices of the company’s shares held by Southeast Paper Co., Ltd. on December 31, 2020 and 2019 were NT$37,820 thousand and NT$36,869 thousand, respectively. The shares of the parent company held by subsidiaries are treated as treasury shares and still enjoy the right of dividend distribution.

(XXVII) Operating income

Operating income
Item 2020 2019
Revenue from customer contracts
Sales revenue
Less: sales discount
Net income from customer contracts
Rental income
Net operating income
$ 1,538,373
-
$ 1,519,174
-
$ 1,538,373
53,886
$ 1,519,174
53,668
$1,592,259 $1,572,842

1. Description of customer contract

A. Sales revenue

The sales revenue of cement and furnace stone powder products of the Production Department is mainly sold to dealers at fixed prices as agreed in the contract.

  1. Other operating income

229

The lease income from business leases is recognized as income on a straight-line basis during the lease period.

  1. The breakdown of customer contract revenue is as follows:

The company’s revenue can be divided in detail into the following major product lines and geographical regions:

lines and geographical regions:
Major regional markets 2020 2019
$1,538,373 $1,519,174
Taiwan
Mainproduct lines
$ 1,296,974
222,044
19,355
$ 1,290,387
201,159
27,628
Cement
Furnace stone powder and other
raw materials
Total
Timepoint of revenue recognition
$1,538,373 $1,519,174
$ 1,538,373
-
$ 1,519,174
-
Fulfilling the performance obligation
at a certain time point
Gradually fulfilling the performance
obligation over time
Total
$1,538,373 $1,519,174
  1. Contract balance

The company recognizes the receivables and contractual liabilities related to customer contract income as follows:

customer contract income as follows:
Item December 31,2020 December 31,2019
Receivables
Contractual liabilities – current
$415,887 $397,241
$73,582 $98,712
  1. Significant changes in contractual assets and liabilities

The change in contractual assets and liabilities is mainly due to the difference between the time point when the performance obligation is met and the time point when the customer pays. There is no other significant change.

  1. The amount of contractual liabilities at the beginning of the period and income recognized in the current period from performance obligations fulfilled in the previous period is as follows:
previous period is as follows:
Amount recognized as income in the
currentperiod
2020 2019
From contract liabilities at the
beginning of the period
From performance obligations
fulfilled in the previous period
$ 97,861 $ 49,434
$ - $ -

(XXVIII) Employee benefits, depreciation, depletion and amortization

Nature 2020
Nature Belonging to
operatingcosts
Total

230

Employee benefits
Salary expenses
Labor and health
insurance expenses
Pension expenses
Directors’ remuneration
Other employee benefits
Depreciation expense
Total
$ 42,512
2,943
1,822
-
5,439
41,278
$ 20,404
2,496
677
3,750
2,563
28,658
$ 63,316
5,439
2,499
3,750
8,002
69,936
$93,994 $58,548 $152,942
Nature 2019
Nature Belonging to
operating costs
Total
Employee benefits
Salary expenses
Labor
and
health
insurance expenses
Pension expenses
Directors’ remuneration
Other employee benefits
Depreciation expense
Total
$ 44,523
3,039
1,834
-
5,279
41,441
$ 22,092
2,448
660
4,737
2,516
27,955
$ 66,615
5,487
2,494
4,737
7,795
69,396
$96,116 $60,408 $156,524
  1. Additional information on the number of employees and welfare expenses of the company in 2020 and 2019 is as follows:
Item December31,2020 December31,2019
Number of employees
Number
of
directors
not
concurrently serving as employees
Average employee benefits
Average employee salary cost
Change of average employee salary
cost adjustment
Supervisors’ remuneration
119 118

7
7
$708 $742
$565 $600

-5.83%
0.50%
- -
  1. The company’s compensation policies (for directors, managers and employees) are as follows:

  2. (1) Directors’ compensation

According to the articles of association of the company, the compensation of the directors of the company shall be determined by the board meeting in accordance with the degree of their participation in the operation of the company, the value of their contribution, and the standards of the industry at home and abroad. The company’s articles of association also stipulate that not more than 3% of the annual profit shall be the directors’ remuneration.

231

  • (2) Managers’ compensation

The amount of compensation paid to the company’s managers is determined by their position, contribution, the company’s operating performance in the current year and the company’s future risks. The compensation is reviewed by the Compensation Committee and submitted to the board meeting for resolution.

  • (3) Employees’ compensation

    • The company is committed to providing employees with salaries and benefits above the average level of the industry. On the premise of giving consideration to external competition, internal fairness and legitimacy, the company provides a competitive compensation system, and adheres to the concept of profit sharing with employees to retain and motivate employees. The compensation of the company’s employees includes the monthly salary and the remuneration paid by the company according to the annual profit status. According to the company’s articles of association, not less than 2% of the annual profit shall be regarded as the employees’ remuneration.
  • According to the articles of association of the company, if there is profit in the year, the company shall allocate the employees’ remuneration and directors’ remuneration with not less than 2% and not more than 3% of the pre-tax profit before deducting the employees’ remuneration and directors’ remuneration. However, if the company still has an accumulated loss, it shall reserve the amount of compensation in advance. In both 2020 and 2019, employees’ remuneration was estimated and provided at not less than 2% of the pre-tax benefits, and directors’ remuneration was estimated and provided at no more than 3%. If there is still any change in the amount after the date of announcement of the annual financial report, it shall be handled according to the change of accounting estimate and adjusted and recorded in the next year.

  • On March 18, 2021 and March 17, 2020, the board meetings of the company respectively passed resolutions on the remuneration of employees and directors for 2020 and 2019, and the relevant amounts recognized in the financial report are as follows:

follows:
Item
2020 2019
Employees’
remuneration
Directors’
remuneration
Employees’
remuneration
Directors’
remuneration
Amount to be distributed
as resolved
Amount recognized in
annual financial report
Difference amount
$ 267
267
$ 400
400
$ 915
915
$ 1,371
1,371
$- $- $- $-

The employees’ remuneration above is paid in cash.

  1. For information on the remuneration of employees and directors as resolved by the board meeting of the company, please go to the “Market Observation Post System” of the Taiwan Stock Exchange for inquiry.

232

(XXIX) Interest income

nterest income
Item 2020 2019
Interest income
Bank deposit interest
Bond interest
Interest income from lease payments
receivable
Lending interest
Total

Other income
Item
$ 2,638
2,545
60
216
$ 7,343
1,228
75
-
$5,459 $8,646
2020 2019
Dividend income
Income from sale of scrap iron
Income from rent concession
Other
Total
$ 35,471
797
4,733
5,875
$ 35,355
651
-
3,932
$46,876 $39,938

(XXX) Other income

(XXXI) Other benefits and losses

ther benefits and losses
Item 2020 2019
Financial assets and liabilities measured at
fair value through income statement
Gain (loss) on disposal of financial assets
measured at fair value through income
statement
Net foreign exchange gain (loss)
Gain (loss) from disposal of property, plant
and equipment
Impairment loss of property, plant and
equipment
Other losses
Profit from lease revision
Expenses related to city land rezoning (note
1)
Refund of land preparation and clearance
cost of the base (note 2)
Total
$ (1,457)
13
(7,208)
-
-
(3,218)
7
-
(25,714)
$ (1,354)
320
(3,894)
(2,974)
(1,875)
(48)
-
(22,400)
-
$ (37,577) $ (32,225)

(Note 1) The cost of the above-mentioned land rezoning is due to the fact that after the rezoning of the land of the company located at No. 3, Section 4, Economic and Trade Section, Qianzhen District, Kaohsiung with the Land Bureau of Kaohsiung Municipal Government and the completion of the land acceptance procedures in March 2019, in order to appease the resistance of the resigned and transferred employees of the former landlord (Taiwan Machinery Co., Ltd.), and avoid serious damage to the rights and interests of the company, the company, through the mediation of the Labor Bureau of the Kaohsiung Municipal Government, agreed to pay a total of NT$22,400 thousand of living

233

allowance. After the implementation of this agreement, the employers and the management no longer had any objection. The amount above was paid in full in December, 2019.

  • (Note 2) The refund of land preparation and clearance expenses of the base refers to the refund of the expenses of land preparation, clearance of debris and excavation of underground foundation for returning the land the company leased for its base in Gaonan Section leased in 2021, as there is no longer the need to use the leased land. In addition to demolishing the above-ground objects, there are still wastes and waste soil from the demolition of buildings in the leased base, and the land shall be restored to its original condition as agreed. The land preparation, removal of debris and excavation of underground foundation started in September, 2020, and the total expenses are estimated to be NT$27,000 thousand (including tax).

(XXXII) Financial cost

Financial cost
Item 2020 2019
Bank loan interest
Interest on lease liabilities
Other interests
Sub-total
Less: capitalization amount of
qualified assets
Financial cost
$ 1,475
2,521
207
$ 1,706
3,019
202
$ 4,203
-
$ 4,927
-
$4,203 $4,927

(XXXIII) Income tax

  1. Income tax expenses

(1) The components of income tax expenses are as follows:

Current income tax
The income tax generated in the
current period
estimated higher or lower than in the
previous year
Additional
tax
on
undistributed
earnings
Total amount of current income tax
Deferred income tax
Origin of temporary difference and
total amount of
deferred income tax reversed
Income tax expenses (benefits)
2020 2019
$ -
(2,157)
-
$ -
-
5,625
$ (2,157) $5,625
$ (7,334) $ 4,687
$ (7,334) $4,687
$ (9,491) $10,312
  • (2) Income tax expenses (benefits) related to other comprehensive income: None.

  • The adjustment of accounting income and income tax expenses recognized under income for the current year is as follows:

234

Item 2020 2019
$12,667 $43,445
$ 8,689
(7,377)
(536)
(1,959)
(327)
(2,314)
-
(8,037)
11,861
5,625
4,687
-

$ (9,491)
$ 10,312

The tax rate applicable to the company in accordance with the Income Tax Act of the Republic of China is 20%, and the tax rate applicable to the undistributed earnings is 5%.

In July 2019, the president of the Republic of China promulgated an amendment to the Statute for Industrial Innovation, adding that if the amount of the undistributed earnings from 2018 onward is reinvested in specific assets or technologies to a certain amount, the amount of the investment may be included as a deduction item for calculating the undistributed earnings. When calculating the undistributed earnings tax in 2020 and 2019, the company has deducted the amount of capital expenditure reinvested from the undistributed earnings in 2019 and 2018.

In addition, in the amount of dividends or earnings distributed in 2020, the company listed the net increase of retained earnings at the beginning of 2018 which resulted from the initial application of IFRS 9 and IFRS 15 as the deduction item of undistributed earnings in 2018 in accordance with the order referenced Tai-Tsai- Shui No. 10904558730.

  1. Deferred income tax assets or liabilities arising from temporary differences, loss deduction and investment deduction:

2020[Recognized in profit ] Opening balance Ending balance (loss)

235

Deferred income tax assets
Temporary difference
Cement to be collected
Impairment loss of investment
property
Property, plant and equipment
impairment
loss
Investment income recognized
by equity method
Sluggish inventory and falling
price loss
Other
Unused loss deduction
Sub-total
Deferred income tax liabilities
Reserve for land value added
tax
Temporary difference
Depreciation tax difference
Sub-total
Total
Deferred income tax assets
Temporary difference
Cement to be collected
Impairment loss of investment
property
Property, plant and equipment
impairment
loss
Investment income recognized
by equity method
Sluggish inventory and falling
price loss
Other
Unused loss deduction
Sub-total
Deferred income tax liabilities
Reserve for land value added
tax
Temporary difference
Depreciation tax difference
Sub-total
Total
$ 1,214
40,726
5,868
12,760
12,604
5,432
6,083
$ (387)
-
(378)
(10,894)
(3,306)
1,214
22,840
$ 827
40,726
5,490
1,866
9,298
6,646
28,923
$84,687 $9,089 $93,776
$ (237,122)
(41,041)
$ -
(1,755)
$ (237,122)
(42,796)
$ (278,163) $ (1,755) $ (279,918)
$ (193,476) $7,334 $ (186,142)
2019
Opening balance Recognized in profit
(loss)
Ending balance
$ 822
40,726
6,985
11,964
14,918
6,207
6,083
$ 392
-
(1,117)
796
(2,314)
(775)
-
$ 1,214
40,726
5,868
12,760
12,604
5,432
6,083
$ 87,705 $ (3,018) $ 84,687
$ (237,122)
(39,372)
$ -
(1,669)
$ (237,122)
(41,041)
$ (276,494) $ (1,669) $ (278,163)
$ (188,789) $ (4,687) $ (193,476)

236

  1. Items not recognized as deferred income tax assets:
Item December 31,2020 December 31,2019
Temporary difference subtractable
Loss deduction
Total
$ 11,335
24,129
$ 11,889
36,988
$35,464 $48,877
  1. The company’s profit-making enterprise income tax is approved by the tax collection authority up to 2018.

(XXXIV) Other comprehensive income

(XXXIV) Other comprehensive income
Item 2020
Amount before
tax
Income tax (expenses)
benefits
Net after tax
$ -
-
-
$ (98)
19,607
(18,938)
$571 $- $571
2019
Amount before
tax
Income tax (expenses)
benefits
Net after tax
$ -
-
-
$ 10
9,849
54,608

$ 64,467
$ - $ 64,467

(XXXV) Earnings per share of ordinary shares

Earnings per share of ordinary shares
Item 2020 2019
$ 33,133
569,887
$0.04 $0.06

237

B. Diluted earnings per share:
Current net profit
Impact of potential ordinary shares with a
diluting effect
Calculation of the current net profit of
diluted earnings per share
Weighted average number of outstanding
shares in current period (1000 shares)
Influence
number
of
employees’
remuneration (note)
Calculation of the weighted average of
diluted earnings per share
Number of shares outstanding (1000
shares)
Diluted earnings per share (after tax) (NT$)
$ 22,158
-
$ 33,133
-
$ 22,158 $ 33,133
$ 569,887
30
$ 569,887
74
569,917 569,961
$0.04 $0.06

(Note) If the company has the option to pay employees’ remuneration in stock or cash, when calculating the diluted earnings per share, it is assumed that the employee’s remuneration will be paid in the form of stock, and the weighted average number of outstanding shares will be included in the calculation of diluted earnings per share when the potential ordinary shares have a diluting effect. When calculating the diluted earnings per share before the resolution on the number of shares to be paid in the next year, the diluting effect of these potential ordinary shares shall be continuously considered.

VII. Related Party Transactions

  • (I) Parent company and ultimate controller:

The company is the ultimate controller of the company.

  • (II) Name and relationship of related party
Name and relationship of related party
Name of relatedparty
Southeast Paper Co., Ltd.

Southeast Investment Co., Ltd.

Southeast Gaoliang Recycling Co., Ltd.

Southeast Asset Development Co., Ltd.

Southeast Industrial Construction Co., Ltd.

Nansha Wood Co., Ltd.

Taiji Ship Plant Co., Ltd.

Jiahuan Dongni Co., Ltd.

Penghu Cable TV Co., Ltd.

Penghu Bay Co., Ltd.

CHC Resources Co., Ltd.

Baifu Investment Co., Ltd.

Chentai Cement Co., Ltd.

Chentai Resource Development Co., Ltd.

Dongshu Investment Co., Ltd.

Taiwan Concrete Co., Ltd.

Taiwan Concrete Resource Development Co.,
Relationshipwith the company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party

238

Ltd.

Chen Chao-Shu Foundation Other related parties Tiancheng Concrete Industry Co., Ltd. Other related parties Tiancheng Concrete Industry Co., Ltd. Other related party Dun-Ling Zheng-Chen Other related party Li-Fei Chen Other related party Mei-Yu Huang Other related party Chian-Hao Chen Other related party Yushun Environmental Protection Co., Ltd. Other related party Dongyue Investment Co., Ltd. Other related party

(III) Major transactions with related parties

1. Operating income:

Item Category/name of
related party
2020 2019
Sales revenue





Lease income




Other related party
Tiancheng Concrete
industry
Co., Ltd.
Other
Subsidiary
Total
Affiliated enterprise
Other related party
Subsidiary
Total
$ 112,165
38,746
1,371
$ 92,428
31,411
173
$152,282 $124,012
$ 44
160
15
$ 44
157
15
$219 $216

(1) Sales revenue:

The sales price of the company to the above-listed companies is roughly the same as that to ordinary customers. The average collection period is about 2–3 months, and the two parties agree to extend the collection period to within another month.

(2) Rental income:

For the leases of the company to the above-listed companies, the rental price is agreed in accordance with the contract, and the rent is charged on a monthly basis.

2. Purchases:

Purchases:
Type of relatedparty 2020 2019
Other related party
Other
$1,622 $174

239

The purchase price to the company from the above-listed companies is roughly the same as that from general suppliers, and the average payment period is about 3 months.

3. Contractual assets: None.

4. Contractual liabilities:

Contractual assets: None.
Contractual liabilities:
Category/name of related party December31,2020

$1,464
December31,2019
Other related party $-

5. Receivables from related parties (excluding loans to related parties)

Item Category/name of
relatedparty
December 31, 2020 December 31, 2019

$42

$ 139

38,796
3,025

$ 41,960

(671)

$41,289

$ 6,000
Notes receivable

Accounts
receivable





Sub-total
Less: allowance
for loss
Net
Refundable
deposits
Subsidiary
Subsidiary
Other related party
Tiancheng Concrete
industry
Co., Ltd.
Other
Other related party
$29
$ -
33,667
3,607
$ 37,274
(447)
$36,827
$ 6,000

The expected credit losses recognized (reversed) for the receivables above from related parties in 2020 and 2019 were NT$(224) thousand and NT$390 thousand, respectively.

6. Accounts payable to related parties (excluding loans from related parties)

Item
Type of related party
December31,2020 December31,2019
Accounts
payable

Guarantee
deposit received
Other related party
Other related party
$ 325 $ 86
$ 60 $ 60

7. Prepayments:

Prepayments:
Category/name of related party December31,2020

$2
December31,2019
Other related party
Other
$2
  1. Asset transactions: None.

240

9. Lease agreements:

(1) Leasehold assets

9. Lease agreements:
(1) Leasehold assets
Account item/type of related
party/name
Subject matter of
lease
2020
2019
$ -
$ 115,928
-
18,839
-
7,297
$-
$142,064
Acquire right-of-use assets
Other related party
Chentai Cement Co., Ltd.

Dun-Ling Zheng-Chen

Other

Land in Gaonan and
other sections
6th floor, Southeast
Building
Land in Gaonan and
other sections
Total
Account item/type of related
party/name

Lease liabilities
Other related party
Chentai Cement Co., Ltd.
Dun-Ling Zheng-Chen
Other
Total

Account item/type of related
party/name
Interest expense
Other related party
Rental expenses
Other related party
December 31, 2020 December 31, 2019
$ 72,271
17,058
9,462
$ 95,168
18,321
12,271
$98,791 $125,760
2020 2019
$1,287 $1,475
$ 12 $ 12

The terms of the leases above are agreed in the contract, and the rent is paid monthly or every half a year.

  1. Lease agreements: Please refer to note 7(3)A.

  2. Loans to related parties: Please refer to the attached table 1 for the relevant explanation of the company’s loans to related parties.

  3. Borrowing from related parties: None.

  4. Endorsements and guarantees: Please refer to the attached table 2 for the relevant contents of endorsements and guarantees of the company for related parties.

  5. Others

  6. (1) Various income

rs
arious income
Category/name of relatedparty 2020 2019
Affiliated enterprise
Other related party
$ 180
603
$ 117
640

241

Subsidiary
Total
1,518 702
$2,301 $1,459
  • (2) The company’s participation in the cash capital increase of related parties and investment increase:

2020:

Investment increase Shareholding ratio Category/name of[Number of shares ] Amount[Before capital ] After capital related party (thousand shares) increase increase Subsidiary Southeast Gaoliang 2,000 $ 20,000 50.00% 50.00% Co., Ltd.

2019:

Category/name of
relatedparty
Investment increase Investment increase Shareholdingratio Shareholdingratio
Number of shares
(thousand shares)
Amount Before capital
increase
After capital
increase
Subsidiary
Southeast Gaoliang
Co., Ltd.

3,000
$ 30,000 - 50.00%
  • (3) Part of the land of the company is registered in the names of related parties, and the details are as follows:

Type of related Major transactions party Other related parties

No. 0681, 0733, 0739, 0741, 0834-1, 0836, 0839, 0846, 1347, 1348, 1350-1353, 1355, 1359, 1365, 1367, and 1381-1382 of Mei-Yu Huang Wulin Section, Renwu District, and No. 112-114 and 180-182 of Luiyuan Section, Renwu District

Chian-Hao No. 0674, 0676 and 0745 of Wulin Section, Renwu District Chen

  • (4) Conclusion of important contracts: None.

(IV) Key management salary information

Key management salary information
Item 2020 2019
Salary and other short-term employee
benefits
Post-retirement benefits
Other long-term employee benefits
Termination benefits
Share based payments
Total
$ 11,836
324
-
-
-
$ 11,861
324
-
-
-
$12,160 $12,185

VIII. Pledged assets

242

The following assets have been provided as collateral for various loans and performance guarantees:

guarantees:
Item December 31,2020 December 31,2019
Investment property $2,824,470 $2,824,470

Please refer to note 6(14) for the time deposits provided for performance guarantee which are listed under refundable deposits.

  • IX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

  • (I) As of December 31, 2020 and 2019, the issued but unused letters of credit by the company: None.

  • (II) As of December 31, 2020 and 2019, the amount of the guarantee notes deposited by the company for loan and performance guarantee, and the guarantee notes received for performance guarantee are as follows:

performance guarantee are as follows:
Item December31,2020 December 31,2019
Guaranteed notes deposited
(guaranteed notes payable)
$ 895,452 $ 1,062,398
Guarantee notes received (guarantee
notes receivable)
40,297 54,663
(III) Large capital expenditures that have been signed but not yet incurred:
Item December 31,2020 December 31,2019
Real property, plant and equipment $ 2,030 $
  • X. Losses from Major Disasters: None.

XI. Major Subsequent Events: None.

XII. Miscellaneous

(I) Capital risk management

The company needs to maintain sufficient capital to support the expansion and upgrading of plant and equipment. Therefore, the company’s capital management is to ensure that it has the necessary financial resources and operating plan to meet the needs of working capital and capital expenditure in the next 12 months.

  • (II) Financial instruments

  • Financial risk of financial instruments

Financial risk management policy

The daily operation of the Group is subject to a number of financial risks, including the market risk (including the exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. In order to reduce relevant financial risks, the company is committed to identifying, evaluating and avoiding market uncertainty, so as to reduce the potential adverse impact of market changes on the company’s financial performance.

243

The important financial activities of the company are reviewed by the board meeting in accordance with relevant norms and the internal control system. During the implementation of the financial plan, the company must comply with the relevant financial operation procedures related to the overall financial risk management and the division of rights and responsibilities.

Nature and degree of major financial risks

  • (1) Market risks

  • A. Exchange rate risk

    • (A) The company is exposed to exchange rate risks arising from sales, procurement and borrowing transactions not denominated in the functional currency of the company. The functional currency of the company is New Taiwan dollars. The currencies of such transactions are mainly denominated in US dollar and RMB. In order to avoid the decrease of the value of foreign currency assets and the fluctuation of future cash flows due to exchange rate changes, the company uses foreign currency deposits to avoid the exchange rate risk. The use of such foreign currency deposits can help the company reduce, but still cannot completely exclude the impact of foreign currency exchange rate changes.

    • (B) Exchange rate risk exposure and sensitivity analysis

Foreign
currency
(foreign currency:
functional
currency)
Financial assets
Monetaryitems
US$: NT$ 6,617

Foreign
currency
(foreign currency:
functional
currency)
Financial assets
Monetaryitems
Foreign
currency
Exchange
rate
December31,2020 December31,2020 December31,2020
Amount
posted
(NT$)
Sensitivity analysis
Range of
change
Impact on
profit and
loss
Impact of
equity

28.48
Exchange
rate
188,466 -
Amount
posted
(NT$)
Sensitivity analysis
Range of
change
Impact on
profit and
loss
Impact of
equity

244

US$: NT$

==> picture [354 x 26] intentionally omitted <==

If the value of the NT$ amount increases relative to the currency above, with all other change factors remaining unchanged, the amount reflected in the said currency on December 31, 2020 and 2019 will have an equal but opposite impact.

(C) The aggregate amount of all exchange gains and losses (including realized and unrealized) recognized in 2020 and 2019 due to exchange rate fluctuation of monetary items of the company are NT$(7,208) thousand and NT$(3,894) thousand, respectively.

B. Price risk

The company is exposed to the price risk of equity instruments as a result of the investment in equity instruments held by the company. The company’s equity instruments investment in the individual balance sheet is classified as financial assets measured by fair value through income statement and financial assets measured at fair value through other comprehensive income.

The company mainly invests in equity instruments of domestic listed and OTC and domestic unlisted and non-OTC markets, and the prices of such equity instruments are affected by the uncertainty in the future values of such investment objects.

If the equity price rises or falls by 1%, the after-tax income in 2020 and 2019 will increase or decrease by NT$586 thousand and NT$441 thousand, respectively due to the increase or decrease of the fair value of financial assets measured at fair value through income statement. Other after-tax comprehensive income in 2020 and 2019 will increase or decrease by NT$9,557 thousand and NT$9,867 thousand, respectively due to the rise or decrease of the fair value of financial assets measured at fair value through other comprehensive income.

C. Interest rate risk

The book amounts of financial assets and financial liabilities of the company subject to interest rate risk exposure on the reporting date are as follows:

follows:
Item
Book amount
December31,2020 December31,2019
Fair value interest rate risk:
Financial assets
Financial liabilities
Net
Cash flow interest rate risk:
Financial assets
$ 300,249
(425,823)
$ 233,891
(441,086)
$ (125,574) $ (207,195)
$ 64,297 $ 167,207

245

Financial liabilities - - Net $ 64,297 $ 167,207

Sensitivity analysis of fair value interest rate risk

The company has not classified any fixed interest rate financial assets and liabilities as financial assets measured at fair value through income statement and at fair value through other comprehensive income; neither has it designated derivative instruments (interest rate swap) as risk hedging instruments under the fair value risk hedging accounting mode. Therefore, the change of interest rate on the reporting date will not affect income and other comprehensive net income.

Sensitivity analysis of cash flow interest rate risk

The financial instruments of the company with variable interest rates are assets (liabilities) with floating interest rates, so the changes in market interest rates will cause the effective interest rates to change accordingly, and the future cash flow will therefore fluctuate. Every 1% decrease (increase) of the market interest rate will cause the net profit of 2020 and 2019 to increase (decrease) by NT$643 thousand and NT$1,672 thousand, respectively.

(2) Credit risk

Credit risk refers to the risk of the counterparty violating the contractual obligations and causing financial losses to the company. The company’s credit risk mainly comes from receivables from operating activities, and bank deposits and other financial instruments generated from investment activities. The operation related credit risk and financial credit risk are managed separately. Operational related credit risk

In order to maintain the quality of accounts receivable, the company has established procedures for the management of credit risk related to operation. Risk assessment of individual customers involves consideration of factors that may affect the payment ability of customers, including the financial status of the customer, credit rating within the company, historical transaction records and current economic conditions.

Financial credit risk

The credit risk of bank deposits and other financial instruments is measured and monitored by the Finance Department of the company. Since the trading counterparties and the performing counterparties of the company are creditworthy banks, financial institutions and company organizations above investment grade, and government agencies, there are no major performance doubts, so there is no significant credit risk. In addition, the company does not

246

classify debt instrument investment as investment measured at amortized cost and investment measured at fair value through other comprehensive income.

  • A. Credit concentration risk

As of December 31, 2020 and 2019, the accounts receivable balance of the top ten customers respectively accounted for 83.09% and 83.25% of the company’s accounts receivable balance, and there is a credit concentration risk; the credit concentration risk of the remaining accounts receivable is relatively insignificant.

  • B. Measurement of expected credit impairment loss

  • (a) Accounts receivable: A simplified method is adopted; please refer to note 6 (4).

  • (b) The judgment basis for whether credit risk increases significantly: None. (the company does not classify debt instrument investment as investment measured at amortized cost and investment measured at fair value through other comprehensive income)

  • C. Holding collateral and other credit enhancements to avoid the credit risk of financial assets:

Information about the financial impact of the financial assets recognized in the individual balance sheet, the collateral held by the company as guarantee, the general agreement on net settlement and other credit enhancements on the maximum amount of credit risk exposure is as follows:

December 31, 2020 Book amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount
Collateral General agreement
on netsettlement
Other credit
enhancements
Total
$ -
58,630
955,673
$ -
-
-
$ -
-
-
$ -
-
-
$ -
-
-
December 31, 2019 Book amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount Reduction of maximum credit risk exposure amount
Collateral General agreement
on netsettlement
Other credit
enhancements
Total
Financial instruments subject to
the impairment provisions
of IFRS9 and whose credit has
been impaired
$ - $ - $ - $ - $ -

247

Financial instruments not subject to the impairment provisions of IFRS9: Financial assets measured at 44,055 - - - - fair value through income statement Financial assets measured at 986,703 - - - - fair value through other comprehensive income Total $ 1,030,758 $ - $ - $ - $ -

(3) Liquidity risk

A. Liquidity risk management

The company’s goal of liquidity risk management is to maintain the operation-required cash and cash equivalents, high liquidity securities and sufficient bank financing lines, so as to ensure the company has sufficient financial flexibility.

B. Analysis of financial liability maturities

The following table summarizes the analysis of the company’s financial liabilities in agreed repayment periods according to the maturity date and undiscounted amount due:

Non-derivative
financial liabilities
December 31, 2020 December 31, 2020
Within 6 months 7–12 months 1–2 years 2–5 years More than 5
years
Contractual cash
flow
Book amount
Short-term loans
Accounts payable
Lease liabilities
Other
accounts
payable
Guarantee
deposit
received
Total
$ 235,000
192,899
28,202

68,069

7,282
$ -
-
30,289
667
-
$ -
-
59,088
-
1,797
$ -
-
66,727
-
2,193
$ -
-
10,951
-
12,685
$ 235,000
192,899
195,257
68,736
23,957
$ 235,000
192,899
190,823
68,736
23,957
$ 531,452 $ 30,956 $ 60,885 $ 68,920 $ 23,636 $ 715,849 $ 711,415

Further information on the lease liability maturity analysis is as follows:

Further information on the lease Less than 1 liability 1–5 years 5–10 years 10–15 years year maturity analysis is as follows: Lease liabilities $ 58,491 $ 125,815 $ 7,301 $ 3,650 $ 195,257

December 31, 2019 Non-derivative financial liabilities Within 6 months 7–12 months 1–2 years 2–5 years[More than 5 ] years[Contractual cash ] flow Book amount Short-term loans $ 200,000 $ - $ - $ - $ - $ 200,000 $ 200,000

248

Accounts payable
Lease liabilities
Other
accounts
payable
Guarantee
deposit
received
Total
189,879
-
-
-
-
189,879
27,657
29,744
57,401
120,782
12,411
247,995
65,387
-
-
-
-
65,387
5,113
1,263
2,500
2,587
11,577
23,040
$ 488,036
$ 31,007
$ 59,901
$ 123,369
$ 23,988
$ 726,301
189,879
241,086
65,387
23,040
$ 719,392

Further information on the lease liability maturity analysis is as follows: Further information on the lease Less than 1 liability 1–5 years 5–10 years 10–15 years year maturity analysis is as follows: Lease liabilities $ 57,401 $ 178,183 $ 7,301 $ 5,110 $ 247,995

The company does not expect the cash flow time point of the maturity analysis to be significantly earlier or the actual amount to be significantly different.

2. Types of financial instruments

different.
Types of financial instruments

Financial assets
Financial assets measured at amortized
cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables (including related
parties)
Other financial assets – current
Refundable deposits
Other non-current financial assets
Financial assets measured at fair value
through income statement – current
Financial assets measured at fair value
through other comprehensive income –
non-current
Financial liabilities
Financial liabilities measured at
amortized cost
Short-term loans
Notes and accounts payable (including
related parties)
Other accounts payable
Lease liabilities (including those
within one year)
Guarantee deposit received
December 31,2020 December 31,2019
$ 67,754
415,887
95,047
174,598
10,070
2,815
58,630
955,673
235,000
192,899
68,736
190,823
23,957
$ 137,647
397,241
26,602
233,891
11,734
4,199
44,055
986,703
200,000
189,879
65,387
241,086
23,040

249

(III) Fair value information:

  1. For the fair value information of the company’s financial assets and financial liabilities not measured at fair value, please refer to note 12(3)A. For information on the fair value of the company’s investment property measured at cost, please refer to note 6(14).

  2. Definitions of three level of fair value

Level 1:

The input value of this level refers to the open quotation of the same instrument in the active market. An active market refers to the market that meets all the following conditions: the commodity traded in the market has the same nature, willing buyers and sellers can be found in the market at any time, and the price information can be obtained by the public. The value of the company’s investment in beneficiary’s certificates with open market quotation belongs to this level. Level 2:

The observable price of the input value of this level, other than the open quotation in the active market, includes the observable input value obtained directly (e.g. price) or indirectly (e.g. derived from price) from the active market. Level 3:

The input value of this level refers to the input parameter measured at fair value, which is not based on the observable input value available in the market.

  1. Financial instruments not measured at fair value:

The company’s financial instruments that are not measured at fair value, such as cash and cash equivalents, notes and accounts receivable, other financial assets, refundable deposits, short-term loans, accounts payable, lease liabilities (including current and non-current) and the book value of guarantee deposits received, are reasonable approximations of fair value.

  1. Information on different levels of fair value:

The company’s financial instruments measured at fair value are measured at fair value on the basis of repeatability. The information of fair value level is as follows:

Item December 31,2020 December 31,2020
Level 1 Level 2 Level 3 Total
Assets:
Repetitive fair value
Financial assets measured at fair value
through income statement
Open-end funds
Bonds
Financial assets measured at fair value
through other comprehensive income
Stocks of domestic listed and OTC
$ 25,979
32,651
863,503
$ -
-
-
$ -
-
-
$ 25,979
32,651
863,503

250

companies
Shares of domestic unlisted and non-OTC
companies
Total

Item
- - 92,170 92,170
$ 922,133 $ - $ 92,170 $ 1,014,303
Level 1 Level 2 Level 3 Total
$ 11,976
32,079
867,287
-
$ -
-
-
-
$ -
-
-
119,416
$ 11,976
32,079
867,287
119,416
  1. Fair value evaluation techniques for instruments measured at fair value:

If a financial instrument has an open quotation in the active market, the open quotation in the active market shall be the fair value. The market prices announced by the major exchange and the over-the-counter exchange for central government bonds which are judged to be popular bonds, are the basis of the fair values of listed (OTC) equity instruments and debt instruments quoted publicly in the active market.

If the public quotation of a financial instrument can be obtained timely and frequently from exchanges, brokers, underwriters, industry associations, pricing service institutions or the competent authority, and the price represents the actual and frequent fair market trading, then the financial instrument has an active-market public quotation. If the conditions above are not met, the market will be considered inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or a small trading volume are all indicators of an inactive market.

The fair value of the financial instruments held by the company with active markets is listed as follows by class and attribute:

(1) Stocks of listed companies: closing price.

  • (2) Open-end fund: net value.

  • Movement between level 1 and level 2: None.

  • Details of changes on level 3:

Financial assets Item Item measured at fair value

Financial assets measured at fair value

251

through other
comprehensive income –
unlisted and non-OTC
stocks
through other
comprehensive income –
unlisted and non-OTC
stocks
January 1, 2020
Return of share capital
from capital reduction in
the current period
Recognized in profit or
loss
Recognized
in
other
comprehensive income
December 31, 2020
$ 119,416

(4,800)
-

(22,446)
January 1, 2019
Return of share capital
from capital reduction in
the current period
Recognized in profit or
loss
Recognized
in
other
comprehensive income
December 31, 2019
$ 119,227
(10,966)
-
11,155
$92,170
$119,416
  1. The evaluation process of fair value classified in level 3:

The Finance Department is responsible for the independent verification of the fair value of financial instruments in the company’s evaluation process of fair value classified in level 3 to make the evaluation results close to the market status by using independent source information, and conducts regular reviews to ensure that the evaluation results are reasonable.

  • (IV) Transfer of financial assets: None.

  • (V) Offset of financial assets and financial liabilities: None.

XIII. Notes of Disclosure

  • (I) Information of Major Transactions:

  • Loans to others: Schedule 1.

  • Endorsements and guarantees for others: Schedule 2.

  • Securities held at the end of the period: Schedule 3.

  • The accumulated trading amount of the same securities reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of property acquired reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of property disposed of reaches NT$300 million or 20% of the paid-in capital: None.

  • The amount of goods purchased and sold with related parties reaches NT$100 million or 20% of the paid-in capital: None.

  • The receivables from related parties reachNT$100 million or 20% of the paid-in capital: None.

  • Engagement in derivative transactions: None.

  • (II) Information of reinvestment businesses: Schedule 4.

(III) Mainland investment information: Not applicable.

  • (IV) Information of major shareholders: Schedule 5.

252

253

Schedule 1

Southeast Cement Corporation Details of Loans to Others December 31, 2020

Unit: NT$ thousand

No. Name of company
under loans to
others

Loan recipient
Transaction
item
~~W~~hether
it is a
related
party
Maximum balance
of the current
period

Ending balance
Actual drawdown
amount

Interest
rate
range
Loan
nature
Amount of
business
transactions

Reason for
the
short-term
financing
need
Provision
for bad
debts
Collateral Collateral Loan limit for
an individual
object
Loan limit

Name
Value
1 Southeast Cement
Corporation
Southeast Asset
Development Co.,
Ltd.

Other
receivables –
related
parties

Yes
400,000 200,000 93,000
0.975%
2 - Operating
turnover
- - - 424,490
(Note 1)

848,981
(Note 2)

(Note 1) The total amount of loans to others shall not exceed 5% of the current net value.

(Note 2) The total amount of loans to others shall not exceed 10% of the current net value.

(Note 3) The method for filling in the nature of loans to others is as follows: fill in 1 if there are business transactions, and fill in 2 if there is a need for short-term financing.

254

Schedule 2

Southeast Cement Corporation Endorsements and Guarantees for Others December 31, 2020

Schedule 2 Schedule 2 Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Southeast Cement Corporation
Endorsements and Guarantees for Others
December 31, 2020
Unit: NT$thousand
No. Company name
of endorsement
and guarantee
Object of endorsement and
guarantee
Limit of
endorsements
and guarantees
for a single
enterprise

Maximum
endorsement
and guarantee
balance in the
current period

Ending
balance of
endorsements
and
guarantees

Actual
drawdown
amount
Amount of
endorsements
and guarantees
backed by
assets

Ratio of
cumulative
endorsement
and guarantee
amount of to
the net value in
the latest
financial
statements

Maximum
amount of
endorsements
and
guarantees

Parent
company’s
endorsements
and
guarantees to
subsidiary
companies


Subsidiary’s
endorsements
and
guarantees to
parent
company


Endorsements
and
guarantees for
mainland
entities
Company name Relationship
(note 1)
0 Southeast Cement
Corporation

Southeast Asset
Development Co.,
Ltd.

2
1,697,962
(note 4)
100,000 - - - - 3,395,924
(note 5)
Y - -
1 Southeast
Investment Co.,
Ltd.
Southeast Cement
Corporation
3 200,826
(Note 2)
704 704 - - 0.11% 267,768
(note 3)
- Y -

(Note 1): There are the following seven kinds of relationship between the endorser/guarantor and the endorsee/guaranteed; simply mark the type:

  1. A company with business relations.

  2. A company which the company directly or indirectly holds more than 50% of its voting shares.

  3. A company which directly or indirectly holds more than 50% of the voting shares of the company.

  4. A company which the company directly or indirectly holds more than 90% of its voting shares.

  5. A company of the same industry that provides a mutual guarantee with the company due to the purpose of project soliciting, or a co-constructor that provides a mutual guarantee with the company in accordance with the contract.

  6. A company for which all the shareholders, due to a joint investment relationship, provide endorsements and guarantees according to their shareholding ratio.

  7. Joint performance guarantee for a company of the same industry for its sales of pre-sale houses, the contract of which complies with the provisions of the Consumer Protection Act.

(Note 2): The limit is 30% of the net value in the subsidiary’s latest audited or reviewed financial statements.

(Note 3): The limit is 40% of the net value in the subsidiary’s latest audited or reviewed financial statements. (Note 4) The limit is 20% of the net value in the company’s latest audited or reviewed financial statements. (Note 5): The limit is 40% of the net value in the company’s latest audited or reviewed financial statements.

255

Schedule 3

Southeast Cement Corporation

Details of securities held at the end of the period

December 31, 2020

Schedule 3 Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Southeast Cement Corporation
Details of securities held at the end of the period
December 31, 2020
Unit: 1000 shares;NT$ thousand
Holding
company
Type and name of
securities
Relationship with the
securities issuer
Accounting subject Number of
shares
Book amount Shareholding
ratio

Fair value
Remarks
Southeast
Cement
Corporation
Stock – Goldsun Co.,
Ltd.
None. Financial assets measured at fair value
through other comprehensive income
3,432 85,807
0.29
85,807
Stock – CHC Resources
Co., Ltd.

The company is a
corporate director of
this company.
Financial assets measured at fair value
through other comprehensive income
13,084 620,826
5.26
620,826
Stock – Chunghwa
Telecom
None. Financial assets measured at fair value
through other comprehensive income
360 39,240
-
39,240
Stock – Taiwan Cement
None.
Financial assets measured at fair value
through other comprehensive income
949 41,007
-
41,007
Stock – Yuanta
Financial Holdings
None. Financial assets measured at fair value
through other comprehensive income
547 11,241
-
11,241
Stock – TXC
Corporation.
None. Financial assets measured at fair value
through other comprehensive income
80 5,992
-
5,992
Stock – Nantex Industry
Co.,Ltd.

None.
Financial assets measured at fair value
through other comprehensive income
1 22
-
22
Stock – Taiwan Hong
Chuan Group
None. Financial assets measured at fair value
through other comprehensive income
202 12,177
-
12,177
Stock – CSRC None. Financial assets measured at fair value
through other comprehensive income
354 9,175
-
9,175
Stock – Sincere
Navigation Corporation

None.
Financial assets measured at fair value
through other comprehensive income

284
6,459
-
6,459
Stock – Fubon
Financial Holdings
None. Financial assets measured at fair value
through other comprehensive income
406 18,983
-
18,983
Stock – Yonyu Plastic None. Financial assets measured at fair value
through other comprehensive income
52 1,724
0
1,724

256

Stock – China Carbon None. Financial assets measured at fair value
through other comprehensive income
100 10,850
0
10,850
Stock – Kaohsiung
MRT
None. Financial assets measured at fair value
through other comprehensive income
11,117 60,017
3.99
60,017
Stock – Huasheng
Ventures
The company is a
corporate supervisor
of this company.
Financial assets measured at fair value
through other comprehensive income
7 855
4.17
855
Stock – Yuhua Venture
Capital

The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income
293 1,034
5.00
1,034
Stock – China National
Products
None. Financial assets measured at fair value
through other comprehensive income
15 1,800
3.84
1,800
Stock – Global Alliance
International

The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income
2,333 17,453
16.67
17,453
Stock – One Card
Solution
The company is a
corporate director of
the company.
Financial assets measured at fair value
through other comprehensive income
3,199 11,011
3.51
11,011
Total 955,673 955,673
Fund – Alliance
Bernstein America
None. Financial assets measured at fair value
through income statement
15 5,565
-
5,565
Fund – JPMorgan
Global
None. Financial assets measured at fair value
through income statement
21 5,562
-
5,562
Fund – Amundi None. Financial assets measured at fair value
through income statement
50 14,852
-
14,852
Bond – Arabian Oil None. Financial assets measured at fair value
through income statement
342 11,174
-
11,174
Bond – Delhi
International Airport
None. Financial assets measured at fair value
through income statement
500 14,862
-
14,862
Bond – Pfizer None. Financial assets measured at fair value
through income statement
200 6,615
-
6,615
Total 58,630 58,630
Southeast
Investment Co.,
Stock – Chentai Cement
Co.,Ltd.

Its chairman is the
Chairman of the
Financial assets measured at fair value
through other comprehensive income
2,383 136,714
13.86
136,714

257

Ltd. company.
Stock – Taiwan
Concrete
Its chairman is a
second-tier relative of
the Chairman of the
company.
Financial assets measured at fair value
through other comprehensive income
1 44,908
4.21
44,908
Stock – Taiwan Implant
TechnologyCo.,Ltd.

None.
Financial assets measured at fair value
through other comprehensive income
701 4,473
4.20
4,472
Stock – Dushanlin
Development
None. Financial assets measured at fair value
through other comprehensive income
3,840 37,156
-
37,156
Total 223,251 223,251
Fund – Cathay No. 2 None. Financial assets measured at fair value
through income statement
500 9,950
-
9,950
Stock – Fubon
Financial Holdings
None. Financial assets measured at fair value
through income statement
116 5,422
-
5,422
Stock – Taiwan
Chemical Fiber
None. Financial assets measured at fair value
through income statement
17 1,468
-
1,468
Stock – ZTE Security None. Financial assets measured at fair value
through income statement
292 25,929
-
25,929
Stock – Taiwan Cement None. Financial assets measured at fair value
through income statement
2,710 117,084
-
117,084
Stock – CHC Resources None. Financial assets measured at fair value
through income statement
30 1,438
-
1,438
Stock – Mega Financial
Holdings

None.
Financial assets measured at fair value
through income statement
200 5,960
-
5,960
Total 167,251 167,251
Southeast Paper
Co.,Ltd.

Stock – Southeast
Cement
The company’s parent
company.

Financial assets measured at fair value
through other comprehensive income
2,113 37,820
0.37

37,820
Note
Southeast
Gaoliang
Recycling Co.,
Ltd.
Fund – President Good
Strike Money Market
Fund
None. Financial assets measured at fair value
through income statement
403 6,787
-
6,787

Note: The shares of the parent company held by the investee companies above have been transferred to treasury shares according to the respective shareholding ratio.

258

Schedule 4

Southeast Cement Corporation Details of reinvestment businesses December 31, 2020

Unit: 1000 shares; NT$ thousand

Unit:1000 shares; NT$ thousand
Name of
investing
company
Name of investee
company

Location
Major business
items
Original investment
amount
Holding at the end of the period Investee
companies
Profit or loss
in the
current
period

Investment
profit or loss
recognized
in the current
period

Remarks

End of
current
period
End of last
year

Number of
shares

Ratio
Book
amount
Southeast
Cement
Corporation
Southeast
Investment
Kaohsiung Securities
investment
297,870 297,870
499
99.29 652,887 23,310 23,144

Southeast
Industrial
Construction Co.,
Ltd.

Kaohsiung
Construction
industry
11,361 11,361
36
31.01 70,182 7,941 2,463
Southeast Paper
Co.,Ltd.
Kaohsiung Cement paper
bags
4,971 7,457
5
49.71 22,471 (346) (172)
Nansha Wood
Co.,Ltd.
Kaohsiung Wood products 8,540 8,540
1
27.56 11,203 2,244 618
Southeast Asset Kaohsiung Construction
industry
290,000 290,000
29,000
100.00 289,954 (5,213) (5,213)
Taiji Ship Plant
Co.,Ltd.
Kaohsiung Engineering
industry
328,492 328,492
25,611
31.01 309,997 8,746 1,184
Southeast
Gaoliang
Recycling Co.,
Ltd.
Kaohsiung Waste removal 50,000 30,000
5,000
50.00 44,719 (10,614) (5,307)
Sub-total 1,401,413 26,068 16,717
Less:parent company’s shares held bysubsidiaries reclassified as treasuryshares (12,185)
Total 1,389,228 26,068 16,717

259

Southeast
Investment
Co., Ltd.
Penghu Cable TV
Co.,Ltd.
Penghu
County
Cable TV 51,093 51,093
8,000
40.00 147,713 19,485 7,794
Penghu Bay Penghu
County
Beach 60,347 60,347
1,663
38.68 16,548 57 24
Southeast Industrial
Construction Co.,
Ltd.

Kaohsiung
Construction
industry
29,381 29,381
12
10.92 29,395 7,941 819
Taiji Ship Plant
Co.,Ltd.
Kaohsiung Engineering
industry
5,826 5,826
454
0.55 5,608 8,746 50
Southeast Gaoliang
RecyclingCo.,Ltd.

Kaohsiung
Waste removal 1,000 600
100
1.00 894 (10,614) (106)
Total 200,158 25,615 8,581

260

Schedule 5

Schedule 5 Schedule 5 Schedule 5
Southeast Cement Corporation
Information of major shareholders
December 31,2020
Name of major shareholder Number of shares held Shareholding ratio
Dongshu Investment Co., Ltd. 80,496,816 14.07%
Taiji Ship Plant Co., Ltd. 49,292,761 8.62%
Consortium Legal Person Fukang Cultural and
Educational Foundation
38,829,350 6.79%
Baifu Investment Co., Ltd. 35,008,148 6.12%
Changching Co., Ltd. 33,525,346 5.86%
Consortium Legal Person Southeast Cultural
Foundation
33,421,803 5.84%
Yue-Ling Chen 30,464,760 5.33%

Note: The information of major shareholders in this table is calculated by the Central Depository Company on the last business day of each quarter about shareholders holding more than 5% of the company’s ordinary shares and preferred shares (including treasury shares)

that have been registered and delivered in a scripless manner. As for the share capital recorded in the company’s financial report and the number of shares actually registered and delivered by the company in a scripless manner,

there may be differences due to different calculation basis.

261

XIV. Department Information

The company has disclosed departmental information in the consolidated financial report, so it is no longer disclosed in the individual financial report.

262

Details of important accounting items

Details of important accounting items
Item Number/index
Details of assets,liabilities and equity
Details ofcash and cashequivalents 86
Details of financial assets measured at fair value through income statement –
current
87
Details of notesreceivable 88
Details of accounts receivable 89
Details ofother receivables note 6(5)
Details of Inventory 90
Details ofprepayments note 6(7)
Details of other financial assets – current 91
Details of financial assets measured at fair value through other
comprehensiveincome– non-current
92
Details of investment changes byequitymethod 94
Details ofchangesinproperty, plant and equipment note 6(11)
Details of changes in accumulated depreciation of property, plant and
equipment
note 6(11)
Details of changes in accumulated impairment of property, plant and
equipment
note 6(11)
Details of changes in right-of-use assets note 6(12)
Details of changes in accumulated depreciation of right-of-use assets note 6(12)
Details of changes in accumulated impairment of right-of-use assets note 6(12)
Details ofchangesin investmentproperty note 6(13)
Details of changes in accumulated depreciation of investmentproperty note 6(13)
Details ofchangesin accumulatedimpairmentof investmentproperty note 6(13)
Details of deferred income tax assets note 6(33)
Details of refundable deposits note 6(14)
Details of short-term loans 95
Details ofcontractual liabilities–current 96
Details of accounts payable 97
Details of other accountspayable note 6(18)
Details ofprovision for liabilities–current note 6(19)
Details of lease liabilities note 6(12)
Details of deferred income tax liabilities note 6(33)
Details ofguarantee deposit received note 6(21)
Detailsprofit and loss items
Details ofoperatingincome 98
Details of operatingcosts 99
Details of manufacturing expenses 100
Details of sales expenses 101
Details of management expenses 102
Details of financialcosts note 6(32)
Functional summary of employee benefits, depreciation, depletion and
amortizationexpensesincurredin the currentperiod
note 6(29)

263

Southeast Cement Corporation Details of cash and cash equivalents December 31, 2020

Item Abstract Unit: NT$ and foreign currency thousand
Amount
Remarks
$ 7
195
$202
$ 3,255
63,049
1,248
HKD 1;USD 44
$67,552
$67,754
Unit: NT$ and foreign currency thousand
Amount
Remarks
$ 7
195
$202
$ 3,255
63,049
1,248
HKD 1;USD 44
$67,552
$67,754
Cash


Subtotal of cash
Bank deposits



Subtotal of bank deposits
Total
Cash on hand
Working capital
Check deposit
Current deposit
Foreign currency
deposits
$ 7
195
HKD 1;USD 44
$202
$ 3,255
63,049
1,248
$67,552
$67,754

December 31, 2020 US dollar foreign exchange rate: 1:28.48 HK dollar foreign exchange rate 1:3.673

264

Southeast Cement Corporation

Details of financial assets measured at fair value through income statement – current December 31, 2020

Unit: 1000 shares: NT$ thousand

Name of financial
instrument
Abstract Number of
shares or unit
Acquisition cost Fair value Fair value Remarks
Unit price Total amount
Alliance Bernstein
America

JPMorgan Global
Amundi

Sub-total
Delhi
International
Airport

Pfizer

Arabian Oil

Sub-total
Total

Open-end funds
Open-end funds
Open-end funds
Bonds
Bonds
Bonds
15
21
50
500
200
342
$ 6,139
6,151
14,708

12.91

9.28

10.43


1.0437

1.1613

1.14717

$ 5,565
5,562
14,852
$ 26,998 $ 25,979
$ 16,100
6,952
11,392
$ 14,862
6,615
11,174
$ 34,444 $ 32,651
$ 61,442 $ 58,630

265

Southeast Cement Corporation Details of notes receivable December 31, 2020

Object
Company A
Company B
Company C
Company D
Company E
Company F
Other
Total
Less: allowance for loss
Net
Abstract
Payment notes
Payment notes
Payment notes
Payment notes
Payment notes
Payment notes
(5% or less)
Unit: NT$ thousand
Amount
Remarks
$ 49,229
48,678
42,031
26,265
24,092
19,737
80,010
$ 290,042
(3,480)
$286,562
Unit: NT$ thousand
Amount
Remarks
$ 49,229
48,678
42,031
26,265
24,092
19,737
80,010
$ 290,042
(3,480)
$286,562

266

Southeast Cement Corporation Details of accounts receivable December 31, 2020

Object
Company A

Company B

Company C

Company D

Company E

Company F

Company G

Other

Total accounts receivable –
general
Less: allowance for losses
Net receivables – general
Tiancheng Company

CHC Resources Co., Ltd.

Total accounts receivable –
related parties
Less: allowance for losses
Net receivables – related
parties
Net accounts receivable
Abstract
Payments for goods
receivable
Payments for goods
receivable
Payments for goods
receivable
Payments for goods
receivable
Payments for goods
receivable
Payments for goods
receivable
Rental income
receivable
(5% or less)
Payments for goods
receivable
Payments for goods
receivable
Unit: NT$ thousand
Amount
Remarks
$ 21,020
8,681
8,310
7,138
6,307
5,632
23,318
28,267
$ 108,673
(16,175)
$ 92,498
33,667
3,607
$ 37,274
(447)
$ 36,827
$129,325
Unit: NT$ thousand
Amount
Remarks
$ 21,020
8,681
8,310
7,138
6,307
5,632
23,318
28,267
$ 108,673
(16,175)
$ 92,498
33,667
3,607
$ 37,274
(447)
$ 36,827
$129,325

267

Southeast Cement Corporation Details of Inventory December 31, 2020

Unit: NT$ thousand

Item
Manufacturing
Department:
Raw fuel

Materials

Work in process

Finished products

Total
Less: allowance for
depreciation and losses
from obsolete and
slow-moving
inventories
Total inventory –
Manufacturing
Department
Construction
Department:
Construction land

Total inventory –
Construction
Department
Net
Abstract
Limestone, clay, coal
and heavy oil
Packaging equipment
and consumables
Products in process
Partially Prepared
Products
Construction land
Amount
Cost
Net realized
value
$ 41,997
$ 10,534
77,446
69,903
23,588
24,748
59,343
61,520
$ 202,374
$ 166,705
(46,492)
-
$ 155,882
$ 166,705
350,333
407,434
$ 350,333
$ 407,434
$506,215
$574,139
Remarks
Cost
$ 41,997
77,446
23,588
59,343
$ 202,374
(46,492)
$ 155,882
350,333
$ 350,333
$506,215

268

Southeast Cement Corporation Details of other financial assets – current December 31, 2020

Item Abstract Amount Unit: NT$ thousand
Remarks
Bank of Kaohsiung
Far East Commercial
Bank
Hua Nan Bank
Total
Time deposits with original
maturity of more than 3
months away
Time deposits with original
maturity of more than 3
months away
Time deposits with original
maturity of more than 3
months away
Time deposits with original
maturity of more than 3
months away
$ 6,007
113,354
40,000
15,237
USD 3,980
USD 535
$ 174,598

On December 31, 2020, the foreign exchange rate of US dollar was 1:28.48

269

Southeast Cement Corporation

Details of financial assets measured at fair value through other comprehensive income – non-current

From January 1 to December 31, 2020

Unit: 1000 shares; NT$ thousand

Name
Opening
Number of
shares
balance
Amount
Increase in
Number of
shares
Increase in
Number of
shares
current period
Amount
Decrease in current period
Number of
shares
Amount
Decrease in current period
Number of
shares
Amount
Decrease in current period
Number of
shares
Amount
Decrease in current period
Number of
shares
Amount
Ending
Number of
shares
Ending
Number of
shares
balance
Amount
balance
Amount
Guarantee or
pledge status
Remarks
Goldsun Co., Ltd. 4,011 $ 57,752 - $ 33,838 579 $ 5,783 3,432 $ 85,807 None.
CHC Resources Co., Ltd. 13,084 658,115 - - - 37,289 13,084 620,826 None.
Chunghwa Telecom 360 39,600 - - - 360 360 39,240 None.
Taiwan Cement 904 39,506 45 1,501 - - 949 41,007 None.
Yuanta Financial Holdings 526 10,625 21 616 - - 547 11,241 None.
TXC Corporation 80 3,784 - 2,208 - - 80 5,992 None.
Nantex Industry Co., Ltd. 63 1,906 - - 62 1,884 1 22 None.
APTG 1,575 11,860 - - 1,575 11,860 - - None.
CSRC 254 7,983 100 1,192 - - 354 9,175 None.
Taiwan Hong Chuan Group 202 12,520 - - - 343 202 12,177 None.
Sincere Navigation
Corporation
284 4,795 - 1,664 - - 284 6,459 None.
Fubon Financial Holdings 406 18,841 - 142 - - 406 18,983 None.
Yonyu Plastic - - 52 1,724 - - 52 1,724 None.
China Carbon - - 100 10,850 - - 100 10,850 None.
Kaohsiung MRT 11,117 82,070 - - - 22,053 11,117 60,017 None.
Huasheng Ventures 329 3,536 - - 322 2,681 7 855 None.
Yuhua Venture Capital 450 2,697 - - 157 1,663 293 1,034 None.
China National Products 15 1,035 - 765 - - 15 1,800 None.
Global Alliance International 2,333 15,937 - 1,516 - - 2,333 17,453 None.
One Card Solution 4,000 14,141 - - 801 3,130 3,199 11,011 None.
Total $ 986,703 $ 56,016 $ 87,046 $ 955,673

Note: 1. The increase of NT$56,016 thousand in the current period is due to NT$14,010 thousand from additional purchase and NT$42,006 thousand from unrealized evaluation benefit.

  1. The decrease of NT$87,046 thousand in the current period is due to NT$15,519 thousand from sales reversal, NT$60,944 thousand from the appraisal loss of unrealized financial assets, and NT$10,583 thousand of share capital return from investee companies due to capital reduction.

270

Southeast Cement Corporation Details of investment changes by equity method From January 1 to December 31, 2020

Name Opening balance Opening balance Increase in current period Increase in current period Decrease in current period Decrease in current period Ending balance
Ending balance
Unit: 1000 shares; NT$ Market value or net equity
value
Guarantee
or pledge
status
Unit price Total price
1,331.98 $ 664,657
None.
2,194.64
79,007
None.
8.94
44,719
None.
5,817.40
29,087
None.
11,202.00
11,202
None.
10.00
289,954
None.
13.48
345,158
None.
$ 1,463,784
(12,185)
$ 1,451,599
Unit: 1000 shares; NT$ Market value or net equity
value
Guarantee
or pledge
status
Unit price Total price
1,331.98 $ 664,657
None.
2,194.64
79,007
None.
8.94
44,719
None.
5,817.40
29,087
None.
11,202.00
11,202
None.
10.00
289,954
None.
13.48
345,158
None.
$ 1,463,784
(12,185)
$ 1,451,599
Unit: 1000 shares; NT$ Market value or net equity
value
Guarantee
or pledge
status
Unit price Total price
1,331.98 $ 664,657
None.
2,194.64
79,007
None.
8.94
44,719
None.
5,817.40
29,087
None.
11,202.00
11,202
None.
10.00
289,954
None.
13.48
345,158
None.
$ 1,463,784
(12,185)
$ 1,451,599
thousand

Remarks
Number of
shares
Amount Number of
shares
Amount Number of
shares
Amount Number of
shares
Shareholding
ratio

Amount
Unit price Total price
Southeast Investment
Co., Ltd.
Southeast Industrial
Construction Co.,
Ltd.
Southeast Gaoliang
Recycling Co., Ltd.
Company
Southeast Paper Co.,
Ltd.
Nansha Wood Co.,
Ltd.
Southeast Asset
Development Co.,
Ltd.
Taiji Ship Plant Co.,
Ltd.
Total
Less: parent company
held by subsidiaries
Stock reclassified
as treasury
shares
Net long-term
investment
468
36
3,000
7
1
29,000
25,611


$ 613,280

67,104

30,026

25,024

10,585

297,016

306,383
31
-
2,000
-
-
-
-
$ 39,773
3,078
20,000
105
618
-
3,614
-
-
-
2
-
-
-
$ 166
-
5,307
2,658
-
7,062
-
499
36
5,000
5
1
29,000
25,611
99.29
31.01
50.00
49.71
27.56
100.00
31.01

$ 652,887

70,182

44,719

22,471

11,203

289,954

309,997
1,331.98
2,194.64
8.94
5,817.40
11,202.00
10.00
13.48
$ 664,657
79,007
44,719
29,087
11,202
289,954
345,158

None.

None.

None.

None.

None.

None.

None.








$ 1,349,418
(12,185)
$ 67,188
-
$ 15,193
-
$ 1,401,413
(12,185)
$ 1,463,784
(12,185)
$ 1,337,233 $ 67,188 $ 15,193 $ 1,389,228 $ 1,451,599
  • [(1) Market value or net equity value: based on the 2020 financial] statements audited and certified by the independent auditor.

  • (2) The increase of NT$67,188 thousand in the current period is due to NT$27,408 thousand from recognition of investment gains by equity method, NT$105 thousand from capital reserve transferred from cash dividends received by the subsidiaries from the parent company, NT$19,607 thousand of other comprehensive income, NT$68 thousand from disposal of financial assets measured at fair value through other comprehensive income, and $20,000 thousand from cash injection.

  • (3) The decrease of NT$15,193 thousand in the current period is due to the recognition of NT$10,691 thousand of investment loss by equity method, dividends of NT$1,850 thousand and NT$2,486 thousand from return of share capital due to capital reduction, NT$98 thousand of adjustment according to shareholding ratio – reevaluated amount of defined welfare plan, and an accumulated earnings of NT$68 thousand.

271

Southeast Cement Corporation Details of short-term loans December 31, 2020

Creditors Abstract Ending balance Term of contract Financing limit Pledges or
guarantees
Unit: NT$ thousand
Remarks
$ 30,000

80,000

40,000

30,000
15,000
40,000
1091016-1100104
1091211-1100111
1091211-1100111
1091222-1100121
1091224-1100121
1091230-1100330
1,200,000
200,000
270,000
270,000
270,000
270,000
Land
None.
Land
Land
Land
Land
$235,000
0.85%

Southeast Cement Corporation Details of contractual liabilities – current December 31, 2020

Object
Company A

Other

Total
Abstract
Cement to be
collected
Total of those less
than 5%
Unit: NT$ thousand
Amount
Remarks
$ 41,412
32,170
$73,582
Unit: NT$ thousand
Amount
Remarks
$ 41,412
32,170
$73,582

272

Southeast Cement Corporation Details of accounts payable December 31, 2020

Object
Company A

Other

Subtotal of accounts payable –
general
Tiancheng Company

Subtotal of accounts payable –
related parties
Total
Abstract
Payment for goods
payable
(5% or less)
Payment for goods
payable
Unit: NT$ thousand
Amount
Remarks
$ 168,840
23,734
$ 192,574
$ 325
$ 325
$192,899
Unit: NT$ thousand
Amount
Remarks
$ 168,840
23,734
$ 192,574
$ 325
$ 325
$192,899

Southeast Cement Corporation Details of operating income 2020

2020
Item
Cement and furnace stone
raw materials
Less: sales returns and
discounts
Net sales
Rental income
Total
Quantity Amount
$ 1,519,018
19,355
-
$ 1,538,373
53,886
$1,592,259
Unit: NT$ thousand
Remarks
738,851.00

273

Southeast Cement Corporation Details of operating costs 2020

Southeast Cement Corporation
Details of operating costs
2020
Item
Inventory at the beginning of the period
Add: current feeding
Less: inventory at the end of the period
Sale
Consumption of raw materials
Inventory at the beginning of the period
Add: current feeding
Transfer out to property, plant and
equipment
Less: inventory at the end of the period
Sale
Expenses transferred from collection
Property, plant and equipment transferred
from expenses from collection
Inventory loss
Materials consumed
Direct labor
Manufacturing expenses
Manufacturing cost
Add: work in process at the beginning of the
period
Outsourced WIP
Less: work in process at the end of the period
Cost of finished products
Add: finished products at the beginning of the
period
Less: finished products at the end of the period
Cost of selling finished products
Cost adjustment items
Other additions and subtractions – goods tax
and packing charges
Production and marketing cost
Rental cost
Cost of raw materials sold
Cost of materials sold
Inventory loss
Manufacturing cost not apportioned
Gains from recovery of inventory falling
price
Operating cost
Unit: NT$ thousand
2020
$ 104,739
125,898
41,997
46,191
$142,449
$ 73,314
70,897
420
77,446
151
37,002
4,627
188
$ 25,217
17,369
178,438
$ 363,473
17,446
859,266
23,588
$ 1,216,597
68,678
59,343
$ 1,225,932
225,570
$ 1,451,502
37,765
46,191
151
188
5,705
(16,526)
$1,524,976

274

Southeast Cement Corporation Details of manufacturing expenses From January 1 to December 31, 2020

Southeast Cement Corporation
Details of manufacturing expenses
From January 1 to December 31, 2020
Item
Indirect labor
Repair cost
Utility cost
Depreciation
Pension
Other expenses
Manufacturing cost not apportioned
Total
Unit: NT$ thousand
2020
$ 23,981
11,574
83,924
37,953
1,063
25,648
(5,705)
$178,438

Southeast Cement Corporation Details of sales expenses From January 1 to December 31, 2020

Unit: NT$ thousand

Southeast Cement Corporation
Details of sales expenses
From January 1 to December 31, 2020
Unit: NT$ thousand
Item
Salary expenses
Rental expenses
Stationery
Travel expenses
Freight
Insurance premium
Entertainment expenses
Donation
Meals
Training fee
Pension
Transportation expenses
Other expenses
Total
2020
$ 2,229
48
4
40
8,929
10
858
30
115
2
118
136
2,424
$14,943

275

Southeast Cement Corporation Details of management expenses From January 1 to December 31, 2020

Southeast Cement Corporation
Details of management expenses
From January 1 to December 31, 2020
Item
Salary expenses
Rental expenses
Stationery
Travel expenses
Postal and telecommunication charges
Repair cost
Advertising expenses
Utility cost
Insurance premium
Entertainment expenses
Donation
Taxes
Depreciation
Meals
Employee welfare
Training fee
Service fee
Pension
Transportation expenses
Books, newspapers and magazines
Other expenses
Total
Unit: NT$ thousand
2020
$ 21,695
540
183
62
414
437
21
857
2,739
194
217
1,994
28,658
634
1,814
45
2,350
559
97
19
3,180
$66,709

276

VI. Impact of financial difficulties on the financial situation of the company and its affiliated enterprises: None.

278

Seven. Review and Analysis of Financial Status and Financial Performance and Risk Management

I. Comparative Analysis of Financial Status

  1. Consolidated financial status Unit: NT$ thousand
Year
Item
2019 2020 Difference Difference
Amount %
Current assets 2,026,192
1,963,779

(62,413)
(3.08)
Non-current
assets
7,714,156
7,901,541

187,385

2.43
Total assets 9,740,348
9,865,320

124,972

1.28
Current liabili-
ties
661,655
723,920

62,265

9.41
Non-current
liabilities
507,709
592,681

84,972

16.74
Total liabilities 1,169,364
1,316,601

147,237

12.59
Share capital 5,720,008
5,720,008

0

0.00
Capital increase
188,162

188,267

105

0.06
Retain earnings 2,114,087
2,093,199

(20,888)
(0.99)
Other interests 514,103
500,520

(13,583)
(2.64)
Treasury stock (12,185)
(12,185)

0

0.00
Total equity 8,570,984
8,548,719

(22,265)
(0.26)
Explanation of increase/decrease of ratio: (for changes of more than 20%)
1. The increase in current liabilities is mainly due to the increase in
short-term borrowings.
2. The increase in non-current liabilities is mainly due to the increase in
lease liabilities – non-current.
3. The increase in total liabilities is mainly due to the increase in short-term
borrowings and lease liabilities – non-current.

279

  1. Individual financial status Unit: NT$ thousand
Year
Item
2019 2020 Difference Difference
Amount %
Current assets 1,427,080
1,363,990

(63,090)

(4.42)
Non-current
assets
8,199,905
8,194,507

(5,398)

(0.07)
Total assets 9,626,985
9,558,497

(68,488)

(0.71)
Current liabili-
ties
618,549
634,360

15,811

2.56
Non-current
liabilities
484,261
434,328

(49,933)

(10.31)
Total liabilities 1,102,810
1,068,688

(34,122)

(3.09)
Share capital 5,720,008
5,720,008

0

0.00
Capital increase
188,162

188,267

105

0.06
Retain earnings 2,114,087
2,093,199

(20,888)
(0.99)
Other interests 514,103
500,520

(13,583)
(2.64)
Treasury stock (12,185)
(12,185)

0

0.00
Total equity 8,524,175
8,489,809

(34,366)

(0.40)
Explanation of changes in the ratios: (for changes more than 20%)
There wasno changemorethan 20%.

II. Comparative analysis of financial performance

  1. Analysis of consolidated financial status Unit: NT$ thousand
Year
Item
2019 2020 Increase (de-
crease) amount
Change
ratio
%
Net operating income
Operating cost
Operating gross profit
Operating expenses
Operating income
Operating income and
expenditure
Net profit before tax
1,584,940
1,502,651

1,590,986

1,523,614

6,046

20,963

(14,917)

7,147

(22,064)

(13,650)

0.38

1.40

(18.13)

7.87

(259.30)

(26.43)
82,289
90,798

67,372

97,945
(8,509)
51,653

(30,573)

38,003
43,144 7,430
(35,714)

(82.78)

280

Income tax expenses
(benefits)
Net profit of the current
period
Other comprehensive profit
(net)
Total comprehensive profit
of the current period
9,901 (9,519) (19,420)
(16,294)
(63,818)



(80,112)



(196.14)
(49.01)
(98.93)

(81.96)
33,243
64,507
16,949
689
97,750
17,638
Explanation of changes in the ratios: (for changes more than 20%)
(1) The decrease in business profit was mainly due to the decrease of gross profit
caused by the increase of land price tax by NT$15,218 thousand in 2020.
(2) The decrease in non-operating income and expenditure was mainly due to the
increase of land preparation and clearance expenses returned to the base in
2020.
(3) Decrease in net profit before tax: Same as in (1) and (2) above.
(4) Decrease in net profit in the current period: Same as in (1) and (2) above.
(5) Increase in income tax expense: Mainly due to the high or low income tax esti-
mate in the previous year and the original generation and reversal of temporary
difference in deferred income tax.
(6) Decrease in other comprehensive income: Mainly due to the decrease in unreal-
ized appraisal gains and losses caused by the decrease in the share price of eq-
uity instrument investment measured at fair value through other comprehensive
income.
(7) Decrease in total comprehensive income in the current period: Same as in (2)
and(4)above.

281

2.Analysis of individual financialstatus Unit: NT$thousand 2.Analysis of individual financialstatus Unit: NT$thousand 2.Analysis of individual financialstatus Unit: NT$thousand 2.Analysis of individual financialstatus Unit: NT$thousand 2.Analysis of individual financialstatus Unit: NT$thousand
Year
Item
2019 2020 Increase (de-
crease)amount
Change rate %
Net operating income
Operating cost
Operating gross profit
Operating expenses
Operating income
Operating income and
expenditure
Net profit before tax
Income tax expenses
(benefits)
Net profit of the current
period
Other comprehensive profit
(net)
Total comprehensive profit
of the current period
1,572,842
1,494,685

1,592,259

1,524,976

19,417

30,291

(10,874)

(1,139)

(9,735)

(21,043)

(30,778)
(19,803)
(10,975)
(63,896)



(74,871)

1.23

2.03

(13.91)

(1.37)

(199.90)

(43.55)

(70.84)



192.04
33.12
(99.11)

(76.71)
78,157
83,027

67,283

81,888
(4,870)
48,315

(14,605)

27,272
43,445
10,312
12,667
(9,491)
33,133
64,467
22,158
571
97,600
22,729
Explanation of changes in the ratios: (for changes more than 20%)
Same as the analysis of the consolidated financial report.

III. Cash Flow Analysis

  • (I) Liquidity analysis of the last two years:

  • Analysis of consolidated liquidity

Year
Item
2019 2020 Increase/decrease
of ratio(%)
Cash flow ratio 26.87 15.29 (43.10)
Cash flow adequacy
ratio
32.81 23.59 (28.19)
Cash reinvestment
ratio
1.87 0.84 (55.08)

282

Explanation of changes in the ratios:

The decrease in cash flow ratio was mainly due to the decrease of net cash inflow from operating activities caused by the increase of inventory.

The decrease in cash flow adequacy ratio was mainly due to the decrease of net cash flow from operating activities and the increase of inventory in 2020.

Decrease in cash reinvestment ratio: The same reason for the decrease in cash flow ratio.

2. Analysis of individual liquidity

2. Analysis of individual liquidity
Year
Item
2019 2020 Increase/decrease
of ratio(%)
Cash flow ratio 35.25 19.59 (35.91)
Cash flow adequacy
ratio
34.01 79.07 (7.84)
Cash reinvestment
ratio
2.50 1.05 (58.00)
Explanation of changes in the ratios:
Decrease in cash flow ratio: Mainly due to the decrease of net cash flow from operating activities
caused by the decrease in profit before tax and decrease of cement to be withdrawn.
Decrease in cash flow adequacy ratio: Mainly due to the decrease of net cash flow of operating
activities in 2020.
Decrease in cash reinvestment ratio: The same reason for the decrease in cash flow ratio.

(II) Cash flow analysis for the next year:

Opening
cash
balance
(1)
Annual net cash
flow from
operating activi-
ties (2)
Annual
cash
outflow (3)
Cash surplus
(shortage) amount
(1) + (2) - (3)
Remedial measures for
cash shortage
Investment
plan
Wealth
manage-
mentplan
137,647
130,011
57,867
209,791
None
None
1. Analysis of cash flow changes in the current year:
(1) Operating activities: The estimated operating condition of this year is equivalent to
that of 2020, with a net cash inflow of NT$130,011 thousand.
(2) Investment and financing activities: Cash dividends, directors' remuneration and
employees' remuneration are expected to be distributed this year, which will result
in a net cash outflow of NT$57,867 thousand.
2. Remedial measures and flow analysis of expected cash shortage: Not applicable.
Annual net cash
flow from
operating activi-
ties (2)
Annual
cash
outflow (3)
Cash surplus
(shortage) amount
(1) + (2) - (3)
Remedial measures for
cash shortage
Remedial measures for
cash shortage
Investment
plan
Wealth
manage-
mentplan

130,011

57,867

209,791

None
None

(1) Operating activities: The estimated operating condition of this year is equivalent to that of 2020, with a net cash inflow of NT$130,011 thousand.

(2) Investment and financing activities: Cash dividends, directors' remuneration and employees' remuneration are expected to be distributed this year, which will result in a net cash outflow of NT$57,867 thousand.

283

  • IV. Impact of major capital expenditures in the most recent year on the financial status: None.

  • V. Reinvestment policy in the most recent year, the main reason for its profit or loss, improvement plan and investment plan for the next year: None.

VI. Risk Management

  • (I) Impact of changes in interest rate, exchange rate and inflation on the company’s profit in 2020 and future countermeasures:

  • Interest rate:

  • (1) In 2020, due to the successful land preparation of the plant in 2019, there is a slight capital gap. The annual interest cost is about NT$1,475 thousand, accounting for6.66% of the current net profit.

  • (2) Future countermeasures: Demand for loans in 2021 is expected, but the amount is low; besides, as the NT$ interest rate was lowered in 2020 due to the outbreak of COVID-19, the interest rate impact on the company is lowered.

  • Exchange rate:

  • (1) In 2020, the exchange rate of the US dollar against the New Taiwan dollar rose from 30.09 at the beginning of the year to 28.48 at the end of the year; the company holds a US dollar position of about US$6.62 million; therefore, the depreciation of the US dollar resulted in an exchange loss of about NT$10.66 million.

  • (2) Future countermeasures: The US dollar has become an important currency due to the outbreak of COVID-19 in 2020, and the company will continue to hold a US dollar position. Although the interest rate of the US dollar has dropped sharply with an unlimited supply of the currency due to quantitative easing, it has the function of risk hedging, and there is little change in the exchange rate against NT$. It is expected that the exchange rate of the US dollar against NT$ will remain unchanged in 2021, and there will be little impact on the exchange profit.

  • Inflation:

  • (1) The purchase price of raw materials was flat in 2020, and there was no significant impact on the production cost.

  • (2) Future countermeasures: It is estimated that the price of raw materials and fuels in 2021 will be approximately the same as that in 2020, and there will be little impact on the production cost.

  • (II) Policies, main reasons for profit or loss, and future countermeasures for engage-

284

ment in high-risk or high-leverage investment, loans to others, endorsements and guarantees, and derivative trading in 2020:

  1. Engagement in high-risk or high-leverage investment:

  2. (1) There will be no high-risk or high-leverage investment in 2020.

  3. (2) Future countermeasures: The company does not expect to engage in high-risk or high-leverage investment in 2021.

  4. Loans to others:

  5. (1) On November 10, 2020, the board meeting approved a loan of NT$200 million to Southeast Asset Development Co., Ltd., a 100% owned subsidiary of the company; NT$93,000 thousand has been used as of the end of 2020.

  6. (2) Future countermeasures: The company’s credit line available at banks is NT$2 billion, which is sufficient to provide the subsidiary Southeast Asset Development Co., Ltd. with a loan of NT$200 million in 2021. If the subsidiary Southeast Asset Development Co., Ltd. has any loan drawdown, it should be able to repay it because the company’s house sales are in good condition.

  7. Endorsement guarantees:

  8. (1) In 2020, the company provided an endorsement guarantee for Southeast Asset Development Co., Ltd., a 100% owned subsidiary, with an amount of NT$100,000 thousand.

  9. (2) Future countermeasures: The company does not expect to provide any endorsement guarantee to the subsidiary Southeast Asset Development Co., Ltd. any longer in 2021.

  10. Derivative transaction:

  11. (1) There will be no forward purchase of US dollar derivatives in 2020.

  12. (2) Future countermeasures: The company does not expect to purchase any forward US dollar derivatives in 2021.

  13. (III) 2020 R&D plan, current progress of unfinished R&D plans, R&D expenses to be further invested, expected completion time of mass production, and main factors affecting the success of R&D in the future:

  14. 2020 R&D plan: None.

  15. Current progress of unfinished R&D plan: None.

  16. R&D expenses to be further invested: None.

  17. Expected completion time of mass production: None.

  18. Main factors affecting the success of R&D in the future: None.

  19. (IV) Impact of major domestic and foreign policy and law changes on the compa-

285

ny’s financial status in 2020 and countermeasures: None.

  • (V) Impact of technological and industrial changes on the company’s financial status in 2020 and countermeasures: None

  • (VI) Impact of corporate image change on the company’s corporate crisis management in 2020 and countermeasures: None.

  • (VII) Expected benefits and possible risks of M&A and countermeasures: None.

  • (VIII) Expected benefits and possible risks of plant expansion and countermeasures: None.

  • (IX) Risks of centralized purchase or sales and countermeasures: None.

  • (X) Impact, possible risks and countermeasures of the substantial transfer or replacement of shares by directors, supervisors or major shareholders holding more than 10% of the shares of the company: None.

  • (XI) Impact and risks of the change of management right of the company and countermeasures: None.

  • (XII) Litigation or non-litigation cases: None.

  • (XIII) Other important risks and countermeasures: None.

VII. Other important matters: None.

286

Eight. Special Records

I. Relevant information of affiliated enterprises

  • (I) Organization chart of affiliated enterprises:

==> picture [390 x 328] intentionally omitted <==

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

Southeast Cement Cor-
99.29% 100% 50.00% 49.71%
1%
ment Co., Ltd.
Southeast Invest-
velopment Co., Ltd. Southeast Asset De- Recycling Co., Ltd. Southeast Gaoliang Southeast Paper Co., Ltd.
----- End of picture text -----

287

(II) Basic information of affiliated enterprises:

Unit: NT$ thousand

Enterprise
name
Date of
establishment

Address
Paid-in
capital
Main business
orproduction items
Southeast
Investment
October 4,
1988
Floor 5-1, No. 21, Wufu 3rd Road, Qianjin
District,Kaohsiung
502,355 Securities
investment
Southeast
Gaoliang
March 8,
2019
Floor 5-1, No. 21, Wufu 3rd Road, Qianjin
District,Kaohsiung
140,000 Resource recovery
Southeast
Asset
May 30, 2014 Floor 5-1, No. 21, Wufu 3rd Road, Qianjin
District, Kaohsiung
290,000
Lease and sale of
residential and
office building
development
Southeast
Paper
November
24, 1966
Floor 5-1, No. 21, Wufu 3rd Road, Qianjin
District, Kaohsiung
10,000
Paper
manufacturing,
etc.

Note :The capital increase of Southeast Gaoliang Resources Recycling Co., Ltd. was approved on April 22, 2021.

(III) Information about the supervisors, directors and presidents of the enterprises:

Unit: shares; %

Unit: shares;% Unit: shares;%
Enterprise name Job title Name or representative on election date
Number of
shares
shareholdi
ng ratio
Southeast Investment
Co., Ltd.
Chairman Min-Tuan Chen, Southeast
CementCorporation
467,504
99.29
Director Kuan-Hua Chen, Southeast
CementCorporation
467,504
99.29

Director
Yen-Hui Wu, Southeast Cement
Corporation
467,504
99.29
Director Chang-Chih Wu, Southeast
Cement Corporation
467,504
99.29
Supervisor Ming-Chuan Kuo, Dongshu
InvestmentCo.,Ltd.
559
0.12
President Min-Tuan Chen 0
0
Southeast Asset
Development Co.,
Ltd.
Chairman Min-Tuan Chen, Southeast
Cement Corporation
29,000,000
100.00
Director Ta-Lu Chiu, Southeast Cement
Corporation
29,000,000
100.00
Director Chun-Chieh Lin, Southeast
Cement Corporation
29,000,000
100.00
Director Kuan-Hua Chen, Southeast
CementCorporation
29,000,000 100.00
President

288

Enterprise name Job title Name or representative onelectiondate onelectiondate
Number of
shares
shareholdi
ng ratio
Supervisor Ming-Chi Hsieh, Southeast
Cement Corporation
29,000,000
100.00
Southeast Paper Co.,
Ltd.
Chairman Tien-ChihChen 82
0.82
Director Min-Tuan Chen, Southeast Ce-
ment Corporation
4,971
49.71
Director Kuan-Hua Chen, Dongshu In-
vestment Co., Ltd.
159
1.59
Director Chiu-Shui Chen 148
1.48
Director Shu-Yuan Lin 82
0.82
Director Li-Hsiang Cheng, Chentai Cement
Company.
628
6.28
Director Po-Sheng Chao 41
0.41
Supervisor Li-Kun Wu, Fuhsing Co., Ltd. 415
4.15
Supervisor You-Tsai Chen 157
1.57
President Min-Tuan Chen 0
0
Southeast Gaoliang
Recycling Co., Ltd.
Chairman Min-Tuan Chen, Southeast Ce-
ment Corporation
7,000,000
50.00
Director Kuan-Hua Chen, Southeast Ce-
mentCorporation
7,000,000
50.00
Director Chang-Chih Wu, Southeast Ce-
mentCorporation
7,000,000
50.00
Director Jun-Long Ho, Gaoliang Invest-
ment DevelopmentCo.,Ltd.
6,860,000
49.00
President
Director Hsing-Dian Ho, Gaoliang Invest-
ment Development Co., Ltd.
6,860,000
49.00
Supervisor Hsin-Han Huang, Southeast In-
vestment Co., Ltd.
140,000
1.00
Supervisor Hsiu-Chin Kuo 0
0

Note :The capital increase of Southeast Gaoliang Resources Recycling Co., Ltd. was approved on April 22, 2021.

289

(IV) Operation of all affiliated enterprises:

V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises: V) Operation of all affiliated enterprises:
Unit: NT$ thousand
Enterprise name Capital
amount
Assets
Total
Liabilities
Total
Net value Operating
income
Operating
profit
(loss)

Current
profit
(after tax)
Earnings
per share
(NT$)
(after tax)
Southeast Investment Co.,
Ltd.

502,355
670,710
1,288
669,422 25,286 22,504 23,310
46.40
Southeast Gaoliang Recy-
clingCo.,Ltd.
100,000 247,150 157,712 89,438
0
(8,759) (10,614)
(1.33)
Southeast Asset Develop-
ment Co.,Ltd.
290,000 448,439 158,485 289,953
0
(5,547) (5,213)
(0.18)
Southeast Paper Co.,Ltd. 10,000 81,969 23,456 58,513
114

(395)
(134) (13.45)

II. Handling of private placement securities: None.

III. Status of holding or disposing of the company’s shares by subsidiaries in the most recent year and as of the date of publication of the annual report:

Unit: NT$thousand;share;% Unit: NT$thousand;share;% Unit: NT$thousand;share;% Unit: NT$thousand;share;%
Name of subsidiary Paid-in capital Source of funds Shareholding ratio of the com-
pany
Date of acquisition or disposal Number and monetary amount of
shares acquired
Number and monetary amount of
shares disposed of
Investment profit Number and monetary amount of
shares held as of the date of pub-
lication of the annual report
Pledging situation The company’s endorsement
guarantee amount for subsidiar-
ies
Monetary amount of loans from
the company to subsidiaries
Southeast
Paper Co.,
Ltd.
15,000 None 49.71%
None

None

None
None

Number of shares:
2,112,865
Amount: 37,820
None None None

290

  • IV. Other necessary supplementary explanations: None.

  • V. Whether there is any event in the most recent year and as of the date of publication of the annual report with significant impact on shareholders’ rights and interests or the price of securities as specified in the second subparagraph of second paragraph under Article 36 of the Securities and Exchange Act: None.

291

Southeast Cement Corporation

==> picture [82 x 82] intentionally omitted <==

Min-Tuan Chen, Chairman

==> picture [57 x 55] intentionally omitted <==

292